Stock Code:3050

U-Tech Media Corporation

2024 Annual Shareholders' Meeting Meeting Agenda

Notice to readers This document

is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Format:Physical Meeting Date: 9:00 a.m. on Friday, June 14th, 2024 Location:No.222, Hwa-Ya 2 Rd., Kuei Shan Dist, Tao Yuan City, Taiwan,333 R.O.C

Meeting Procedure of Annual Meeting of Shareholders
Agenda of Annual Meeting of Shareholders
Management Presentations
1. Annual Business Overview Report for Year 2023
2. 2023 Audit Committee's Review Report
3.2023 Directors' Remuneration and Employee Compensation Distribution
Report
4. 2023 Cash Dividends Distribution Report
Matters for Approval
1. Report on the 2023 Financial Statements
2. Proposal for Distribution of 2023 Earnings
Election Matters
The Election of Directors
Other Matters
To release the non-competition restriction on newly elected directors and
their representatives
Miscellaneous
Attachments
1. Independent Auditors' Report and Financial Statements 11
2. List of candidates for directors and independent directors
3. The content of non-competition restriction to be released from newly elected directors and their representatives
Appendices
1. Articles of Incorporation
2. Rules of Procedure for Shareholders' meetings
3. Director election procedures
4. Current Shareholding of Directors

U-TECH Media Corporation Procedure for the 2024 Annual Meeting of Shareholders

1. Call the Meeting to Order
1. Chairman Takes Seat
1. Chairman's Opening Address
1. Management Presentations
1. Matter for Approval
6. Election Matters
1. Other Matters
1. Miscellaneous
1. Adjournment

U-TECH Media Corporation 2024 Agenda of Annual Meeting of Shareholders

$1₁$ Date: 9:00 a.m. on Friday, June 14th, 2024
Place: No.222, Hwa-Ya 2 Rd., Kuei Shan Dist, Tao Yuan City, Taiwan, 333 $2.$ $R.O.C$
Physical Shareholders' meeting 3.
1. Call the Meeting to Order
$5₁$ Observance of Proper Etiquette
1. Management Presentations
(1) Annual Business Overview Report for Year 2023
(2) 2023 Audit Committee's Review Report
(3) 2023 Directors' Remuneration and Employee Compensation Distribution Report
(4) 2023 Cash Dividend Distribution Report
1. Matters for Approval
(1) Report on the 2023 Financial Statements
(2) Proposal for Distribution of 2023 Earnings
1. Election Matters

The Election of Directors

Other Matters

To release the non-competition restriction on newly elected directors and their representatives

1. Miscellaneous
1. Adjournment

Management Presentations

I. Annual Business Overview Report for Year 2023

We hereby present the annual business report for the company's operations in Year 2023:

(1) Implementation results of the business plan:

Total consolidated operating revenue for the year: NT\$1,136,435 thousand Operating gross profit: NT\$442,327 thousand

Net income for the period: NT\$90,045 thousand

Net income attributable to stockholders of the parent: NT\$72,497 thousand

(2) Financial income and profitability analysis:
1. Financial income:

Net income for the period: NT\$90,045 thousand

Net income attributable to stockholders of the parent: NT\$72,497 thousand Net cash provided by operating activities for the year: NT\$325,968 thousand

Net cash used in investing activities for the year: (NT\$3,718) thousand Net cash used in financing activities for the year: (NT\$232,355) thousand Increase in cash and cash equivalents for the period: NT\$89,895 thousand Cash and cash equivalents at the end of the period: NT\$1,181,233 thousand

Profitability analysis:

	Fiscal Year	Financial Analysis
Item		2022	2023
Financial	Debt to assets ratio $(\%)$	46.41	46.02
structure	Ratio of long-term capital to fixed assets (%)	174.33	174.92
	Current ratio $(\% )$	222.88	209.20
Solvency	Quick ratio $(\%)$	209.56	196.04
	Times interest earned	3.36	2.90
	Return on total assets $(\% )$	2.68	2.13
	Return on equity $(\%)$	3.81	2.67
Profitability	Ratio of income before tax to paid-in capital $(\%)$	7.08	5.70
	Net profit margin $(\%)$	9.26	6.38
	Earnings per share	0.71	0.50

(3) Research and development status:
A. In the pre-recorded optical disc industry, we focused on utilizing funds for equipment maintenance to meet customers' delivery commitments and actively sought opportunities for manufacturing digital media-related products.
B. We supported the cultural and creative industry and invested a portion of funds in the transformation of cultural innovation thinking. Successful cases include the operation of the Brick Yard 33 1/3 (US military club) and Old Town (Grass Mountain dormitory complex) (consisting of 6 units in 2 blocks), which were fully operational by the end of Year 2020. This development project emphasizes the operation of business (venue) based on the concept of cultural and creative industries. The company has promoted it as a major highlight of the Taipei City Cultural and Creative Website and integrated it with the existing US military club to enhance regional economic synergy and maximize the base's potential as another cultural and creative park. Another collaborative project is the ongoing collaboration with a Japanese-style historic building (Kincho) on Hangzhou South Road, Taipei City and expected to be operationalized by 2024..
C. The Company's renewable energy business, providing solar power equipment system integration, participating in solar power plant solutions to solve non-utility equipment, and building nearly 320 power plants all over Taiwan, with state-owned houses in Taiwan as main participants. The Company has professional management capabilities for distributed power plants, and its maintenance and operation has reached the economies of scale. In the future, the maintenance and operation network will be constructed accordingly.
D. In the care industry, long term care includes overall service to the patient, and in the future will move towards cross domain integration and will provide field verification to assist in innovative services and product development related to long term care, additionally, we also initiate exchanges with our Japanese subsidiaries to train talent and to continuously introduce the Japanese care experience. In addition, we will continue to develop a longterm care information system, and through this information system optimization, the quality of care will also be elevated, aside from reducing labor costs.

Chairman: YEH, CHWEI-JING Chief Executive Officer: LO, YI-FU Accounting officer: LAI, SHU-PING

II. 2023 Audit Committee's Review Report

Audit Committee's Review Report

The Board of Directors have prepared and submitted the Company's 2023 Financial Statements (including consolidated financial report and individual financial statements). The financial statements were audited by CPA Hsu, Jung-Huang and Chiu, Wan-Ru of Ernst & Young, and in their opinion, present fairly the financial performance, operating results and cash flows of the Company. The business report, financial statements, and profit distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

Sincerely,

To 2024 General Shareholders' Meeting of U-TECH Media Corporation

U-TECH Media Corporation

Audit Committee, Convener: 怎请女

March 12, 2024

III. 2023 Directors' Remuneration and Employee Compensation Distribution Report

Explanation: The director remuneration of the Company in 2023 is equivalent to NT\$ 3,818,616, and the employee remuneration is equivalent to NT\$3,054,894 distributed in cash.

IV. 2023 Cash Dividend Distribution Report

Explanation:

1. According to Article 32 of the Articles of Incorporation, the Board of Directors is authorized to distribute earnings. Cash dividend is distributed after the approval of the Board of Directors and report to the stockholders meeting.
1. The Board of Directors decided to distribute a total of NT\$77,492,225 of 2023 earnings in cash dividends for NT\$0.5 per share. The cash dividend is distributed to the unit of NT dollar (rounding off). The aggregate of fractional numbers will be recognized as the Company's other incomes.
1. The Chairman is authorized to set up the ex-dividend date, dividend issue date, and other relevant matters. If the total number of the outstanding shares is affected and the distribution yield has changed due to the change in the capital stock of the Company, the shareholders' meeting shall authorize the chairman to handle the matter with full powers based on the Company Act and relevant regulations.

Matters for Approval

Report No.1:(Proposed by the Board)

Proposal: Report on the 2023 Financial Statements.

Explanation: The annual financial statements of the Company 2023 (including the consolidated financial statements) were audited by Hsu, Jung-Huang and Chiu, Wan-Ru of Ernst & Young, and the business report was reviewed by the Audit Committee. Please acknowledge. (Please refer to pages 3 and $11-30$ of the Company's meeting agenda.)

Resolution:

Report No.2: (Proposed by the Board)

Proposal: Proposal for Distribution of 2023 Earnings Explanation:

1. The Board has adopted a Proposal for Distribution of 2023 Profits in accordance with Article 32 of the Articles of Incorporation. Please refer to the table below.
1. The Company's undistributed earnings in the beginning of the year was NT\$232,218,960.

The appropriation and distribution of retained earnings:

The actuarial income under defined benefit plan was NT\$1,809,438.

The changes in capital surplus from investments in associates and joint ventures accounted for using the equity method was NT\$919,063, plus 2023 net income of NT\$72,496,855, and set aside legal reserve of NT\$7,160,648, and plus reversal of special reserve of NT\$ 362,002.

The total unappropriated retained earnings was NT\$297,026,794, 2023 profit distribution of cash dividend totaling in NT\$77,492,225.

The Company shall, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors.

Please kindly review the proposal.

U-TECH Media Corporation
2023 Profit Distribution Table

Hait, MTDO

	UHIL IN LUJ
Items	Amount
Beginning retained earnings	\$232,218,960
Less: Actuarial gains and losses of defined benefit	(1,809,438)
plans
Add: Changes in shares of other comprehensive	919,063
income of associates and joint ventures
accounted for using the equity method
Add: 2023 Profit after tax	72,496,855
Less: $10\%$ legal reserve	(7,160,648)
Add: Reversal special reserves	362,002
Distributable earnings	297,026,794
Distributable items:
Less: Dividend to shareholders (NT\$0.5 per share)	(77, 492, 225)
Retained earnings-unappropriated, end of 2023	\$219,534,569

Note: 1.2023 earnings are as priority of the earnings distributed amount to shareholders.

As of February 29, 113th year (2024), the total number of shares eligible for distribution rights is 154,984,450 shares.

Chairman: YEH, CHWEI-JING Chief Executive Officer: LO, YI-FU Accounting officer: LAI, SHU-PING

Resolution:

Election Matters

(Proposed by the Board) Proposal: The Election of Directors Explanation:

1. The tenure of office of present directors will be due on August 17, 2024, and the election of directors is managed accordingly.
1. According to the company's articles of association, 7 directors (including 3 independent directors) will be elected, with tenure of office for three years from June 14, 2024 to June 13, 2027. The tenure of office of original directors will be ended on the completion of this shareholders' meeting.
1. There are 7 directors to be elected this time (including 3 independent directors), using the candidate nomination system , Directors and independent directors of Candidate. (Please refer to page 31 for $details.$ )
1. It is hereby proposed for election.

Election results:

Other items

(Proposed by the Board)

Proposal: To release the non-competition restriction on newly elected directors and their representatives

Explanation:

1. According to article 209 of the Company Act "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".
1. To leverage the expertise and relevant experience of the directors of the company, it is hereby requested in accordance with the law to seek the consent of the shareholders' meeting to lift the restrictions on competition for the directors and their representatives elected at the 2024 annual general meeting of shareholders. Details of concurrent appointments are provided accordingly. (Please refer to page 32 for details.)
1. Please proceed to discuss.

Resolution:

Miscellaneous Adjournment

Attachments

English Translation of the Representation Letter Originally Issued in Chinese

MANAGEMENT REPRESENTATION LETTER

The companies that are required to be included in the combined financial statements of U-Tech Media Corporation as of and for the year ended December 31, 2023, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No.10 "Consolidated Financial Statements". In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, U-Tech Media Corporation and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

U-Tech Media Corporation

Yeh, Chwei-Jing Chairman March 12, 2024

English Translation of a Report Originally Issued in Chinese

Independent Auditors' Report

To U-Tech Media Corporation:

Audit Opinion

We have audited the accompanying consolidated balance sheets of U-Tech Media Corporation (the "Company") and its subsidiaries as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and notes to the consolidated financial statements, including the summary of material accounting policies (together "the consolidated financial statements").

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter -Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial positions of the Company and its subsidiaries as of December 31, 2023 and 2022, and their consolidated financial performance and cash flows for the years ended December 31, 2023 and 2022, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

Revenue Recognition

The main source of revenue of the Company and its subsidiaries is the sales of pre-recorded optical discs and electricity, which amounted to \$1,136,435 thousand for the year ended December 31, 2023. Because of the characteristics of the market industry and the needs of customers, different types of transaction conditions are involved. Therefore, we need to judge and determine the performance obligations and the point at which they are satisfied, so the recognition of contract revenue is determined to be a key audit matter.

Our audit procedures included (but were not limited to) evaluating the appropriateness of management's accounting policies for revenue recognition and perform transaction flow understanding of the revenue recognition process for identified performance obligations; evaluating and testing the effectiveness of the design and implementation of internal controls related to the timing of revenue recognition for performance obligations; performing analytical procedures on selling price, sales volume, cost and gross margin for each product category, and perform analytical procedures for the top ten sales vendors and customers; performing test of details of transaction on selected samples and reviewing the transaction terms in the orders and related sales documents to confirm the appropriateness of the timing of revenue recognition when performance obligations are satisfied; performing revenue cutoff testing and verifies the related certificates for a period before and after the balance sheet date to determine the appropriate period for revenue recognition; performing general journal entry testing.

We have also evaluated the appropriateness of related disclosure in Notes 4 and 6 to the consolidated financial statements.

Allowance for Accounts Receivable

The accounts receivable of the Company and its subsidiaries as of December 31, 2023 amounted to \$117,583 thousand, and had a significant impact on the consolidated financial statements. Since the amount of allowance for accounts receivable is measured by the lifetime expected credit losses, the measurement process shall appropriately distinguish groups of accounts receivable, and judge and analyze the application of related assumptions in the measurement process, including the consideration of appropriate account aging interval, loss rate of each account aging interval and its forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net accounts receivable, we therefore considered this a key audit matter. Our audit procedures included (but were not limited to) confirming whether customer groups with significantly different loss patterns are appropriately grouped; checking the management's evaluation procedure of loss allowance, and randomly selecting delivery orders to check against the account receivable aging schedule to verify the correctness of the account receivable aging interval while performing the internal control review; and testing the preparation matrix, including evaluating whether the determination of each group's aging interval was reasonable and checking the correctness of the original voucher based on the basic information; testing the relevant statistical information of loss rate calculated by roll rate; considering the reasonableness of the forward-looking information included in the loss rate evaluation; evaluating whether the forward-looking information affected the loss rate; in addition, analytical procedure review was performed to evaluate whether there were material abnormality between the comparative changes of the turnover rate for two periods of the accounts receivable. reviewing the subsequent period collection of receivables with respect to clients with higher accounts receivable at end of period and assessing the recoverability of accounts receivable. We have also evaluated the appropriateness of related disclosure in Notes 5, 6 and 12 to the consolidated financial statements.

Other Matter - Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain associates accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of other auditors. These associates under equity method amounted to \$8,516 thousand and \$8,885 thousand, both representing 0% of consolidated total assets as of December 31, 2023 and 2022. The related shares of profit (loss) of associates and joint ventures accounted for using the equity method amounted to \$1,040 thousand and \$782 thousand, both representing 1% of the consolidated income before income tax for the vears ended December 31, 2023 and 2022, respectively.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Other

We have audited and expressed an unqualified opinion including an other matter paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2023 and 2022.

Hsu, Jung-Huang

Chiu, Wan-Ju

Ernst & Young, Taiwan March 12, 2024

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

֦֝֬֝֬֝֬֝֬֝֓֝֬֝֬֝֓֝֬֝֬֝֓֬֝֓֝֬֝֓֝֬֝֓֝֬֝֓֝֬ Ï ecember 31, 2023 and December 31	wan.
	1 in thousands of Nev

- - - - - - - 2 30 2 4 50 70 100 23 3 3 5 3 1 1 1 1 1 % - 936 63,412 1,590,944 105,546 268,412 27,170 40,690 \$1,181,233 147,888 7,357 667 116,647 65 69,808 145,323 185,528 2,438,775 144,115 43,405 36,397 \$5,026,305 2,931 3,435,361 Amount 4, 6.(10), 7 & 8 4, 6.(4) & 8 4, 6.(6) & 7 4, 6.(7) & 8 4, 6.(4) & 8 4, 6.(7) & 8 Notes 4 & 6.(21) 4 & 6.(11) 4 & 6.(12) 4 & 6.(26) 4 & 6.(1) 4 & 6.(2) 4 & 6.(5) 4 & 6.(6) 4 & 6.(8) 4 & 6.(2) 4 & 6.(3) 4 & 6.(9) 4 & 7 4 & 7 4 Financial assets at fair value through other comprehensive income - non-current Accounts Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - current Financial assets measured at amortized cost - non-current Financial assets measured at amortized cost - current Long-term financing lease payments receivable, net Investments accounted for using the equity method Financing lease payments receivable, net Accounts receivable - related parties, net Property, plant and equipment Total non-current assets Cash and cash equivalents Accounts receivable, net Investment property, net Other non-current assets Total current assets Notes receivable, net Other current assets Right-of-use assets Deferred tax assets Current tax assets Intangible assets Non-current assets Current assets Inventories Total assets Code 1100 1110


1XXX 11XX 15XX 130X 194D 1136 1150 1170 1180 1197 1220 1470 1510 1517 1550 1600 1760 1780 1840 1900 1535 1755


























(The accompanying notes are integral part of the consolidated financial statements)

Chief Accounting Officer: Lai, Shu-Ping General Manager: Lo, Yi-Fu Chairman: Yeh, Chwei-Jing

U-Tech Media Corporation and Subsidiaries Consolidated Balance Sheets (Continued) December 31, 2023 and December 31, 2022 Code Accounts Notes Amount % Amount % Current liabilities 2100 Short-term borrowings 4, 6.(14) & 8 \$161,633 3 \$55,000 1 2110 Short-term notes and bills payable 4, 6.(15) & 8 - - 9,935 - 2150 Notes payable 4 2,193 - 2,192 - 2170 Accounts payable 4 52,384 1 46,231 1 2180 Accounts payable - related parties 4 & 7 2,330 - 1,827 - 2200 Other payables 4 148,813 2 143,261 3 2220 Other payables - related parties 4 & 7 2,069 - 12,172 - 2230 Current tax liabilities 4 6,383 - 1,750 - 2280 Lease liabilities - current 4 & 6.(21) 50,405 1 40,009 1 2300 Other current liabilities 4, 6.(19) & 7 46,915 1 44,941 1 2322 Current portion of long-term borrowings 4, 6.(16) & 8 287,372 6 315,177 6 21XX Total current liabilities 760,497 14 672,495 13 Non-current liabilities 2540 Long-term borrowings 4, 6.(16) & 8 1,201,528 25 1,355,367 27 2570 Deferred tax liabilities 4 & 6.(26) 80,488 2 79,316 2 2580 Lease liabilities - non-current 4 & 6.(21) 227,788 5 206,649 4 2600 Other non-current liabilities 17,772 - 17,729 - 2640 Net defined benefit liabilities - non-current 4 & 6.(17) 24,867 - 24,940 - 25XX Total non-current liabilities 1,552,443 32 1,684,001 33 2XXX Total liabilities 2,312,940 46 2,356,496 46 31XX Equity attributable to the parent company 3100 Capital 3110 Common stock 6.(18) 1,459,845 29 1,459,845 29 3200 Capital Surplus 6.(18) 531,482 10 532,017 10 3300 Retained earnings 6.(18) 3310 Legal reserve 87,515 2 76,313 2 3320 Special reserve 48,244 1 51,019 1 3350 Unappropriated earnings 303,826 6 313,640 6 Total retained earnings 439,585 9 440,972 9 3400 Other equity 4 3410 Exchange differences resulting from translating the financial statements of foreign operations (976) - (23) - 3420 Unrealized losses from equity instrument investments measured at fair value through other comprehensive income (46,906) (1) (48,221) (1) 36XX Non-controlling interests 6.(18) 330,335 7 336,432 7 3XXX Total equity 2,713,365 54 2,721,022 54 Total liabilities and equity \$5,026,305 100 \$5,077,518 100 English Translation of Financial Statements Originally Issued in Chinese Chairman: Yeh, Chwei-Jing General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping (The accompanying notes are integral part of the consolidated financial statements) (Expressed in thousands of New Taiwan Dollars) Liabilities and equity December 31, 2023 December 31, 2022 10

Accounts Code	For the years ended December 31, 2023 and 2022 (Expressed in thousands of New Taiwan Dollars)
	Notes	2023 Amount	%	2022 Amount
Operating revenue 4000	4, 6.(19) & 7	\$1,136,435	100	\$1,112,820
Operating costs Gross profit 5000 5900	6.(8), 6.(17), 6.(21), 6.(22) & 7	(694,108) 442,327	(61) 39	(710,431) 402,389
Sales and marketing expenses Operating expenses 6000 6100	6.(17), 6.(21), 6.(22) & 7	(45,020)	(4)	(59,632)
General and administrative expenses 6200		(285,459)	(25)	(222,432)
Research and development expenses Expected credit losses 6300 6450	4 & 6.(20)	(359) -	- -	(3,009) (26)
Total operating expenses		(330,838)	(29)	(285,099)
Non-operating income and expenses Operating income 6900 7000	4, 6.(21), 6.(23), 6.(25) & 7	111,489	10	117,290
Interest income 7100		21,155	2	7,564
Other gains and losses Other income 7010 7020		(13,467) 36,684	(1) 3	34,932 1,210
Finance costs 7050		(43,737)	(4)	(43,828)
Share of profit or loss of associates and joint ventures accounted for using the equity method Total non-operating income and expenses 7060	4 & 6.(9)	(11,403) (10,768)	(1) (1)	4,154 4,032
Income before income tax 7900		100,721	9	121,322
Income tax expense 7950	4 & 6.(26)	(10,676)	(1) 8	(289)
Other comprehensive income Net income 8200 8300	4 & 6.(24)	90,045		121,033
Not to be reclassified to profit or loss in subsequent periods 8310
Unrealized gains from equity instrument investments measured at fair value through other comprehensive income Remeasurements of defined benefit plan 8316 8311		(812) 1,107	- -	3,647 9,429
Share of other comprehensive income of associates and joint ventures accounted for using the equity method - not reclassified to profit or loss 8320	4 & 6.(9)	(785)	-	755
Exchange differences resulting from translating the financial statements of foreign operations To be reclassified to profit or loss in subsequent periods 8360 8361
Income tax relating to components of other comprehensive income that will be reclassified to profit or loss 8399	4 & 6.(26)	(1,191) 238	- -	(289) 58
Total other comprehensive (loss) income, net of tax Total comprehensive income 8500		(1,443) \$88,602	- 8	13,600 \$134,633

Stockholders of the parent Net income attributable to: 8600 8610		\$72,497		\$103,031
Non-controlling interests 8620		17,548 \$90,045		18,002 \$121,033

Total comprehensive income attributable to: 8700
Stockholders of the parent Non-controlling interests 8710 8720		\$71,050 17,552 \$88,602		\$114,435 20,198 \$134,633

Earnings per share (in New Taiwan Dollars) Basic earnings per share 9750	6.(27)	\$0.50		\$0.71
Diluted earnings per share 9850		\$0.50		\$0.70

(The accompanying notes are integral part of the consolidated financial statements)

English Translation of Financial Statements Originally Issued in Chinese For the years ended December 31, 2023 and 2022 Consolidated Statements of Changes in Equity U-Tech Media Corporation and Subsidiaries

(Expressed in thousands of New Taiwan Dollars)

$(87,590)$ $(72,992)$ $(1,443)$ $(24, 698)$ 121,033 13.600 $(19, 263)$ 90,045 3,846 $147$ 134,633 1,391 $40\,$ 88,602 \$2,713,365 \$2,689,249 \$2,721,022 \$2,721,022 Total equity 3XXX 18,002 $(19, 263)$ $\frac{17,552}{1,049}$ $(24, 698)$ \$330,335 $\tilde{x}=\tilde{x}$ $\bar{\bar{a}}$ $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$ 2,196 20,198 \$336,432 $\tilde{\epsilon}$ $\bar{\epsilon}$ $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$ í. 17,548 $\overline{4}$ S334,581 916 Non-controlling \$336,432 $36XX$ interests $(87,590)$ 3,846
147 103,031 11,404 $(72,992)$ 72,497 $(1,447)$ $71,!050$ $(1,049)$ 114,435 $(916)$ 1,391 $40\,$ \$2,384,590 \$2,383,030 \$2,354,668 \$2,384,590 31XX Total $\begin{array}{c} \text{(losses) on}\ \text{fimacial assets at}\ \text{fair value through} \end{array}$ $S(46,906)$ $\frac{7,318}{7,318}$ $(4, 312)$ $S(48, 221)$ $S(48,221)$ other
comprehensive
income $\tilde{\mathbf{x}} = -\tilde{\mathbf{x}}$ $\epsilon$ $\mathcal{A}$ $S(51, 227)$ $\bar{1}$ $\bar{z}$ $\lambda$ $\tilde{t}$ $\vec{k}$ $\overline{\phantom{a}}$ 1,315 1,315 $\bar{\epsilon}$ Unrealized gains 3420 Other equity $\frac{(231)}{(231)}$ $\begin{tabular}{l} \hline \textit{Exchange} \ \hline \textit{differances} \ \textit{resulting from} \ \textit{translating} \ \textit{final} \ \textit{final} \ \textit{standard} \ \textit{satremats of} \end{tabular}$ $S(23)$ $(953)$ S(976) $S(23)$ $\bar{1}$ $\bar{t}$ $\lambda$ $(953)$ loreign operations $\bar{\phantom{a}}$ $\lambda$ $\hat{L}$ \$208 3410 $(1, 809)$ $(11,202)$ Equity attributable to the parent company $(12, 474)$ $(87,590)$ 107,348 $(72,992)$ 72,497 2,512 103,031 4,317 4,312 \$313,640 2,775 917 70,688 \$303,826 \$299,164 368 \$313,640 Unappropriated carnings 3350 $(2, 512)$ $(2,775)$ S₄₈,244 \$51,019 \$51,019 $\tilde{e}$ $\bar{t}$ ÿ $\bar{t}$ \$53,531 Retained earnings $\tilde{t}$ Special reserve 3320 \$63,839 $12,474$ \$76,313 11,202 $\bar{g}$ $\bar{1}$ \$76,313 ï $\bar{t}$ $\bar{\mathbf{z}}$ \$87,515 $\hat{\boldsymbol{\alpha}}$ $\bar{1}$ $\bar{\epsilon}$ $\bar{\epsilon}$ Legal reserve (The accompanying notes are integral part of the consolidated financial statements) 3310 $3,478$
147 $(1,049)$ $(916)$ \$532,017 $474$
$40$ $\epsilon = \alpha$ $\bar{t}$ $\bar{t}$ $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$ $\bar{\epsilon}$ $\bar{\epsilon}$ $\ddot{\phantom{1}}$ $\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$ \$531,482 \$529,308 \$532,017 Capital Surplus 3200 $\tau = \tau$ $\bar{\mathbf{r}}$ \$1,459,845 $\lambda$ $\lambda$ $\tau$ $\cdot$ \$1,459,845 \$1,459,845 $\bar{\kappa}$ $\bar{1}$ $\lambda$ $\bar{t}$ $\bar{t}$ $\bar{\mathrm{t}}$ $\chi$ \$1,459,845 Capital 3100 The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Disposal of equity instrument investments measured at fair value through other comprehensive income Items Other comprehensive income (loss), net of tax for the year ended December 31, 2022 Other comprehensive income (loss), net of tax for the year ended December 31, 2023 Changes in associates and joint ventures accounted for using the equity method Changes in associates and joint ventures accounted for using the equity method Appropriation and distribution of 2021 retained earnings: Appropriation and distribution of 2022 retained earnings: Net income for the year ended December 31, 2022 Net income for the year ended December 31, 2023 Decrease in non-controlling interests Decrease in non-controlling interests Other changes in capital surplus Total comprehensive income (loss) Total comprehensive income (loss) Other changes in capital surplus Balance as at December 31, 2022 Other changes in capital surplus: Other changes in capital surplus: Balance as at December 31, 2023 Balance as at January 1, 2023 Balance as at January 1, 2022 Special reserve reversed Cash dividends Special reserve Cash dividends Legal reserve Legal reserve $C17$ $B17$ $\overline{c}$ $\sqrt{C}$ DS M5 $\overline{a}$ $\overline{\text{C17}}$ MS $\frac{\text{Code}}{\text{A1}}$ ${\rm{B1}}$ $B3$ B₅ $\overline{\mathsf{D}}$ ${\rm D3}$ $\overline{Q}$ z $\overline{\mathcal{A}}$ l $B1$ B₅ $\overline{\mathsf{D}}$ $D3$ $_{\rm D5}$ $\overline{\circ}$ $\overline{z}$

Chairman: Yeh, Chwei-Jing

General Manager: Lo, Yi-Fu

Chief Accounting Officer: Lai, Shu-Ping

$\overline{20}$

Items Cash flows from operating activities: AAAA Code	U-Tech Media Corporation and Subsidiaries	Consolidated Statements of Cash Flows
		For the years ended December 31, 2023 and 2022 (Expressed in thousands of New Taiwan Dollars)
	2023	2022			2023	2022
	Amount	Amount	Code	Items	Amount	Amount
Net income before tax A10000	\$100,721	\$121,322	B00010 BBBB	Acquisition of financial assets at fair value through other comprehensive income Cash flows from investing activities:	(500)	(500)
Adjustments to reconcile profit (loss): A20000			B00030	Proceeds from capital return of financial assets at fair value through other comprehensive income	-	6,679
Income and expense adjustments: A20010			B00040	Acquisition of financial assets measured at amortized cost	(800)	(13,173)
Depreciation and other losses Amortization A20100 A20200	205,597 3,026	201,694 3,026	B00050 B00100	Acquisition of financial assets at fair value through profit or loss Disposal of financial assets measured at amortized cost	(5,000) 40,317	(50,000) 11,297
Expected credit losses A20300	-	26	B00200	Proceeds from disposal of financial assets at fair value through profit or loss	36,114	80,672
Net (gain) loss of financial assets and liabilities at fair value through profit or loss A20400	(4,382)	22,629	B01800	Acquisition of investments accounted for using the equity method	-	(7,000)
Interest expense A20900	43,737	43,828	B02700	Acquisition of property, plant and equipment	(85,107)	(101,774)
Dividend income Interest income A21200 A21300	(21,155) (55)	(7,564) (922)	B02800 B03700	Disposal of property, plant and equipment Increase in refundable deposits	(1,621) 1,328	333 -
Share of profit or loss of associates joint ventures A22300	11,403	(4,154)	B03800	Decrease in refundable deposits	-	18,665
Losses on disposal of property, plant and equipment A22500	3,476	2,726	B06100	Decrease in long-term financing lease payments receivable	2,609	2,377
Property, plant and equipment transferred to expenses A22600 A23700	11,716	-	B07600 BBBB	Dividends received	8,942	10,920
Impairment losses on non-financial assets Losses (gain) on lease modification A29901	4,612 48	(1,971) 1,059		Net cash used in investing activities	(3,718)	(41,504)
Changes in operating assets and liabilities: A30000			CCCC	Cash flows from financing activities:
Decrease in financial assets mandatorily measured at fair value through profit or loss A31115	(38,011)	(34,020)	C00100	Increase in short-term borrowings	106,633	-
Decrease (increase) in notes receivable A31130	2,209	(1,560)	C00200	Decrease in short-term borrowings	-	(5,000)
Decrease (increase) in accounts receivable A31150	19,032	(2,442)	C00600	Decrease in short-term notes and bills payable	(9,935)	(10,039)
Decrease (increase) in accounts receivable - related parties A31160	1,300	(453)	C01600	Increase in long-term borrowings	411,042	350,217
Decrease in inventories A31200	6,083	12,001	C01700 C03000	Repayments of long-term borrowings	(592,686) 193	(457,402)
(Increase) decrease in other current assets A31240 A31990	(5,639) 619	404 58,843	C03100	Increase in deposits received		-
Decrease in other non-current assets A32130	1	(1,042)	C04020	Decrease in deposits received	(49,952) -	(3,771) (46,952)
Increase (decrease) increase in notes payable Increase (decrease) in accounts payable A32150	6,153	(17,732)	C04500	Cash payments for principal portion of the lease liabilities Cash dividends	(72,992)	(87,590)
Increase (decrease) in accounts payable - related parties A32160	503	(3,916)	C05800	Changes in non-controlling interests	(24,698)	(19,263)
Increase (decrease) in others payables A32180	5,187	(23,741)	C09900	Recovery of unclaimed dividends	40	147
(Decrease) increase in others payables - related parties A32190	(10,103)	11,916	CCCC	Net cash used in financing activities	(232,355)	(279,653)
Increase (decrease) in other current liabilities A32230	1,974	(12,843)
Decrease in defined benefit liabilities A32240	(885)	(1,084)	EEEE	Net increase in cash and cash equivalents	89,895	11,602
Increase in other non-current liabilities A32990	400	150	E00100	Cash and cash equivalents at beginning of period	1,091,338	1,079,736
Cash inflow generated from operations Interest received A33000 A33100	347,567 20,989	366,180 7,149	E00200	Cash and cash equivalents at end of period	\$1,181,233	\$1,091,338
Interest paid A33300	(37,589)	(37,999)
Income tax paid A33500	(4,999)	(2,571)
Net cash provided by operating activities AAAA	325,968	332,759


				(The accompanying notes are integral part of the consolidated financial statements)

English Translation of a Report Originally Issued in Chinese

Independent Auditors' Report

To U-Tech Media Corporation:

Audit Opinion

We have audited the accompanying parent-company-only balance sheets of U-Tech Media Corporation (the "Company") as of December 31, 2023 and 2022, and the related parent-company-only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, and notes to the parent-company-only financial statements, including the summary of material accounting policies (together "the parent-company-only financial statements").

Basis for Opinion

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

Key Audit Matters

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

Revenue Recognition

The main source of revenue of the Company is the sales of pre-recorded optical discs, which amounted to \$531,673 thousand for the year ended December 31, 2023. Because of the characteristics of the market industry and the needs of customers, different types of transaction conditions are involved. Therefore, we need to judge and determine the performance obligations and the point at which they are satisfied, so the recognition of contract revenue is determined to be a key audit matter.

We have also evaluated the appropriateness of related disclosure in Notes 4 and 6 to the parent-companyonly financial statements.

Allowance for Accounts Receivable

The accounts receivable of the Company as of December 31, 2023 amounted to \$85,039 thousand, and had a significant impact on the parent-company-only financial statements. Since the amount of allowance for accounts receivable is measured by the lifetime expected credit losses, the measurement process shall appropriately distinguish groups of accounts receivable, and judge and analyze the application of related assumptions in the measurement process, including the consideration of appropriate account aging interval, loss rate of each account aging interval and its forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net accounts receivable, we therefore considered this a key audit matter. Our audit procedures included (but were not limited to) confirming whether customer groups with significantly different loss patterns are appropriately grouped; checking the management's evaluation procedure of loss allowance, and randomly selecting delivery orders to check against the account receivable aging schedule to verify the correctness of the account receivable aging interval while performing the internal control review; and testing the preparation matrix, including evaluating whether the determination of each group's aging interval was reasonable and checking the correctness of the original voucher based on the basic information; testing the relevant statistical information of loss rate calculated by roll rate; considering the reasonableness of the forward-looking information included in the loss rate evaluation; evaluating whether the forward-looking information affected the loss rate; in addition, analytical procedure review was performed to evaluate whether there were material abnormality between the comparative changes of the turnover rate for two periods of the accounts receivable. reviewing the subsequent period collection of receivables with respect to clients with higher accounts receivable at end of period and assessing the recoverability of accounts receivable. We have also evaluated the appropriateness of related disclosure in Notes 5, 6 and 12 to the parent-company-only financial statements.

Other Matter - Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain associates accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of other auditors. These associates under equity method amounted to \$8,516 thousand and \$8,885 thousand, both representing 0% of total assets as of December 31, 2023 and 2022. The related shares of profit (loss) of associates and joint ventures accounted for using the equity method amounted to \$1,040 thousand and \$782 thousand, representing both 1% of the income before income tax for the years ended December 31, 2023 and 2022.

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

Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors' Responsibilities for the Audit of the Parent-Company-Only Financial Statements

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

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

1. Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures 3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting 4. Conclude on the appropriateness of management's use of the going concern basis of accounting and,
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
estimates and related disclosures made by management.
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. 5. Evaluate the overall presentation, structure and content of the parent-company-only financial 6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
statements, including the accompanying notes, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
business activities within the Company to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

Hsu, Jung-Huang

Chiu, Wan-Ju

Ernst & Young, Taiwan March 12, 2024

Notice to Readers

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

Accordingly, the accompanying parent-company-only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

(2) 4 9 12 22 48 18 2 2 10 14 78 100 1 1 3 1 13 - - - - - - - - % (23) (48,221) 668,730 \$20,000 1,648 21,084 359 82,094 9,645 1,286 4,779 116,640 257,535 370,000 7,310 9,085 24,800 411,195 1,459,845 532,017 76,313 51,019 313,640 440,972 2,384,590 \$3,053,320 Amount (2) 10 100 2 3 3 9 10 20 48 19 3 2 15 80 1 1 11 - - - - - - - - % (976) (46,906) \$75,000 1,376 105,500 292,142 314,500 3,276 351,684 643,826 531,482 48,244 303,826 2,383,030 706 246 9,085 24,823 1,459,845 87,515 439,585 \$3,026,856 28,891 2,311 76,911 1,201 Amount (The accompanying notes are integral part of the parent-company-only financial statements) Notes 4, 6.(10) & 8 4, 6.(11) & 8 4, 6.(11) & 8 4 & 6.(14) 4 & 6.(20) 4 & 6.(12) 6.(13) 6.(13) 6.(13) 4 & 7 4 & 7 4 4 4 4 4 Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income Exchange differences resulting from translating the financial statements of foreign operations Accounts Net defined benefit liabilities - non-current Current portion of long-term borrowings Accounts payable - related parties Other payables - related parties Total non-current liabilities Total retained earnings Other non-current liabilities Unappropriated earnings Total current liabilities Total liabilities and equity Other current liabilities Short-term borrowings Long-term borrowings Deferred tax liabilities Current tax liabilities Non-current liabilities Retained earnings Special reserve Accounts payable Common stock Legal reserve Capital Surplus Current liabilities Other payables Notes payable Other equity Total liabilities Total equity Capital Equity 2XXX 3XXX 21XX 25XX 31XX Code 2100 2150 2170 2180 2200 2220 2230 2300 2322 2540 2570 2600 2640 3100 3110 3200 3300 3310 3320 3350 3400 3410 3420

(474,550) (57,030) (55,538) (14) (112,582) (12,113) (8,233) (8,213) (289) \$608,394 133,844 21,262 2,657 89,982 111,244 3,504 1,582 6,549 11,404 \$0.70 2022 35,078 72,593 58 \$114,435 103,031 \$0.71 Amount (75) (8) (12) (20) (3) (2) 100 25 5 6 4 6 12 12 1 11 1 - - - - - - - % (894) (396,801) (36,681) (66,242) (102,923) (13,505) (8,810) (1,581) (1,191) (1,447) \$531,673 134,872 31,949 5,512 34,536 19,817 37,550 69,499 2,998 72,497 238 \$71,050 \$0.50 \$0.50 2023 1,981 - Amount 6.(12), 6.(16), 6.(17) & 7 6.(6), 6.(12), 6.(17) & 7 Notes 4, 6.(14) & 7 4, 6.(18) & 7 4 & 6.(15) 4 & 6.(20) 4 & 6.(19) 4 & 6.(20) 6.(21) Share of other comprehensive income of subsidiaries, associates and joint ventures - not reclassified to profit or loss Unrealized gains from equity instrument investments measured at fair value through other comprehensive income Income tax relating to components of other comprehensive income that will be reclassified to profit or loss Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method Exchange differences resulting from translating the financial statements of foreign operations Accounts Not to be reclassified to profit or loss in subsequent periods To be reclassified to profit or loss in subsequent periods Total other comprehensive loss (income), net of tax Total non-operating income and expenses Remeasurements of defined benefit plan Earnings per share (in New Taiwan Dollars) General and administrative expenses Non-operating income and expenses Other comprehensive loss (income) Sales and marketing expenses Total operating expenses Total comprehensive income Diluted earnings per share Basic earnings per share Income before income tax Other gains and losses Expected credit losses Operating income (loss) Operating expenses Operating revenue Interest income Income tax profit Other income Finance costs Operating costs Gross profit Net income Code 6100 6200 6450 7100 7010 7020 7050 7070 8310 8330 8360 9750 9850 4000 5000 5900 6000 6900 7000 7900 7950 8200 8300 8316 8399 8500 8311 8361	(78) (10) (9) (19) (2) (1) (1) 100 22 6 12 18 17 2 19 3 15 1 - - - 1 - - % (The accompanying notes are integral part of the parent-company-only financial statements)

(87,590) (916) (72,992) (1,447) (1,049) \$2,354,668 3,846 147 11,404 114,435 \$2,384,590 \$2,384,590 40 72,497 71,050 \$2,383,030 103,031 1,391 - - - - - Total equity 3XXX \$(51,227) (4,312) \$(48,221) \$(48,221) \$(46,906) Unrealized gains financial assets comprehensive 7,318 7,318 1,315 1,315 - - - - - - - - - - - - - - through other at fair value (losses) on income 3420 (231) (231) \$(23) \$(23) (953) (953) \$(976) \$208 resulting from translating the statements of - - - - - - - - - - - - - - - differences operations Exchange financial foreign 3410 (12,474) (87,590) (11,202) (72,992) (1,809) Unappropriated \$299,164 2,512 368 4,317 107,348 4,312 \$313,640 \$313,640 2,775 917 72,497 70,688 \$303,826 103,031 - - - - earnings 3350 (2,512) (2,775) \$51,019 \$51,019 \$48,244 Special reserve \$53,531 - - - - - - - - - - - - - - - - - 3320 \$63,839 12,474 \$76,313 \$76,313 11,202 \$87,515 - - - - - - - - - - - - - - - - - Legal reserve 3310 (916) (1,049) Capital Surplus \$529,308 3,478 147 \$532,017 \$532,017 474 40 \$531,482 - - - - - - - - - - - - - 3200 \$1,459,845 \$1,459,845 \$1,459,845 \$1,459,845 - - - - - - - - - - - - - - - - - - - Capital 3100 The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Disposal of equity instrument investments measured at fair value through other comprehensive income Other comprehensive income (loss), net of tax for the year ended December 31, 2022 Items Other comprehensive loss (income), net of tax for the year ended December 31, 2023 Changes in associates and joint ventures accounted for using the equity method Changes in associates and joint ventures accounted for using the equity method Appropriation and distribution of 2021 retained earnings: Appropriation and distribution of 2022 retained earnings: Net income for the year ended December 31, 2022 Net income for the year ended December 31, 2023 Total comprehensive income (loss) Total comprehensive income (loss) Other changes in capital surplus Other changes in capital surplus Balance as at December 31, 2022 Balance as at December 31, 2023 Other changes in capital surplus: Other changes in capital surplus: Balance as at January 1, 2022 Balance as at January 1, 2023 Special reserve reversed Special reserve reversed Cash dividends Cash dividends Legal reserve Legal reserve

		U-Tech Media Corporation
	For the years ended December 31, 2023 and 2022 Parent-Company-Only Statements of Cash Flows
	(Expressed in thousands of New Taiwan Dollars)
	2022 2023			2023	2022
Items Cash flows from operating activities: AAAA Code	Amount Amount	Cash flows from investing activities: BBBB Code	Items	Amount	Amount
Adjustments to reconcile profit (loss): Net income before tax A10000 A20000	\$111,244 \$69,499	Disposal of financial assets measured at amortized cost B00030 B00050	Proceeds from capital return of financial assets at fair value through other comprehensive income	-	6,679 840
Income and expense adjustments: A20010		Acquisition of financial assets at fair value through profit or loss B00100		(5,000)	(50,000)
Depreciation and other losses Expected credit losses A20100 A20300	23,443 20,053 -	Acquisition of investments accounted for using the equity method Disposal of financial assets at fair value through profit or loss B00200 B01800 14		14,787 -	(50,000) 183
Net (profit) loss of financial assets and liabilities as measured at fair value in other comprehensive gains or losses A20400	15,892 (7,393)	Acquisition of property, plant and equipment B02700		(3,799)	(1,015)
Interest expense A20900	8,233 8,810	Disposal of property, plant and equipment B02800		876	-
Dividend income Interest income A21200 A21300	(2,657) (5,512) -	Decrease in refundable deposits Dividends received B03800 B07600 (312)		71,938 -	550 61,876
Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method A22400	(72,593) (19,817)	Net cash provided by (used in) investing activities BBBB		78,802	(30,887)
Gains on disposal of property, plant and equipment A22500	(305)	-
Impairment losses on non-financial assets A23700	4,612	Cash flows from financing activities: CCCC 1,059
Decrease in financial assets mandatorily measured at fair value through profit or loss Changes in operating assets and liabilities: A30000 A31115	3,011	Increase in short-term borrowings Increase in long-term borrowings C00100 C01600 -		55,000 110,000	10,000 205,000
Decrease (increase) in notes receivable A31130	(1,560) 2,209	Repayments of long-term borrowings C01700		(176,640)	(214,880)
Decrease (increase) in accounts receivable A31150	(4,628) 18,359	Decrease in deposits received C03000		-	(1,965)
Decrease (increase) in accounts receivable - related parties Decrease in inventories	563	Cash payments for principal portion of the lease liabilities Cash dividends C04020 C04500 (254)		-	(315)
(Increase) decrease in other current assets	13,708 3,571 (102) 13,520	Recovery of unclaimed dividends C09900		(72,992) 40	(87,590) 147
Decrease in notes payable	(942)	Net cash used in financing activities CCCC (943)		(84,592)	(89,603)
Increase (decrease) in accounts payable A32150	(19,102) 7,807
Increase (decrease) in accounts payable - related parties Decrease in others payables A32160 A32180	(3,626) (24,777) (5,154) 1,952	Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period E00100 EEEE		87,092 464,692	(88,422) 553,114
(Decrease) increase in others payables - related parties A32190	(9,399)	Cash and cash equivalents at end of period E00200 1,108		\$551,784	\$464,692
Decrease in other current liabilities A32230	(8,690) (3,403)
Decrease in defined benefit liabilities	(1,046) (871)
Cash inflow generated from operations Interest received	38,084 2,525 5,474 97,497
Interest paid	(8,396) (8,839)
Income tax paid A33500	(1,250)	(145)
Net cash provided by operating activities	32,068 92,882
		(The accompanying notes are integral part of the parent-company-only financial statements)

General Manager: Lo, Yi-Fu Chairman: Yeh, Chwei-Jing

List of candidates for directors and independent directors

$(-)$ Board nomination:

Title	Director	Director	Director	Director
Name	Yang, Wei-Fen	Ritek Corporation	AimCore Technology Co., Ltd.	Zhongkai Investment Co., Ltd.
Shareholding	100,000 Shares	32,489,319 Shares	12,862,812 Shares	324,000 Shares
Education	Master of Operational Management, Business School, National Chengchi University	Not Applicable	Not Applicable	Not Applicable
Experience	Ritek Corporation Vice-President	Not Applicable	Not Applicable	Not Applicable

Title	Independent director	Independent director	Independent director
Shareholding	Kuo, Chung-Chien	Chien, Ching-Wen	$Lu$ , P0-Neng
Education	None	None	None
	Master of Business	Bachelor of Business	Master of Human Resource
	Administration, Graduate Administration,		Management, Graduate
Experience	Institute of Business	Department of Business	Institute of Human
	Administration, Chinese	Administration, Feng	Resource Management,
	Culture University	Chia University	National Central University
	Taiwan Securities	Director Yangxin	JihSun International
	Association/Executive	Bank/President	Commercial Bank Co.,
Shareholding	Director Jiu Yin Co.,	Caihui Technology Co.,	Ttd./Deputy General
	Ltd./Independent	Ltd./Chairman and	Manager, Administrative
		General Manager	Department

$($ $\Rightarrow$ $)$ Nominated by shareholders holding more than 1% of shares

N _O	Director	Director	Director	Independent director
Name	Li, Chun Lai	Wu, Yen-Jie	Chen, Jian-Quan	Xu, Jun-Ming
Shareholding	11,597,000 Shares	448,000 Shares	None	None
Education	Vocational School	Bachelor of Science Republic of China in Physics, California Institute of Technology	Naval Academy	Master of Laws, National Taipei University
Experience	Poultry Sale and Development Association of the Republic of China, Honorary Chairman	Yingli Industrial Co., Ltd., Operations Manager Manager	Wells Fargo Advisors, General	Yuanyi International Law Firm, Lawyer

The qualification criteria for the above-nominated directors and independent directors have been reviewed and approved by the Board of Directors of the Company on April 23, 2024.

The content of non-competition restriction to be released from newly elected directors and their representatives

Title	Name	Position
Director	Fen	Director and Deputy Executive Officer of Riteck Corporation, Chairman of Keynes Investment Co., Ltd., Chairman of Yu Sheng Investment Development Co., Ltd., Chairman of Ritek Foundation, Corporate Director's Representative of Ricare Corporation, Corporate Chairman of Lai Gongchang, Corporate Director's Representative of Hakuyukai Group, Corporate Director's Representative of Meng Zhi Hu Co., Ltd., Corporate Chairman's Representative of Dollars Cultural & CreativeCo., Ltd., Ltd., Corporate Director's Representative of RiTdisplay Corporation, Corporate Chairman of Hsin Pao Asset Company Co., Ltd., Chairman of Finesil Technology Inc., Corporate Director's Representative of BMB Venture Capital Investment Corporation, Yang, Wei- Corporate Director's Representative of Procrit Corporation, Corporate Director's Representative of AimCore Technology Co., Ltd., Corporate Director's Representative of An Ke Optoelectronics Yang Zhou Co., Ltd., Corporate Director's Representative of Zhong Yuan International Start-Up Investment Co., Ltd., Corporate Director's Representative of Li Lai Optoelectronics Technology (Yang Zhou) Co., Ltd., Corporate Chairman's Representative of Formosa Sun Energy Corp., Corporate Director's Representative of WellTech Energy Inc., Corporate Director's Representative of Ink Design Space Co., Ltd., Director of Dingsheng Investment Co., Ltd., Corporate Director's Representative of ART Management Ltd.(B.V.I.), Corporate Director's Representative of Jade Investment Services Ltd., Corporate Director's Representative of Glory Days Services Ltd. and Corporate Director's Representative of K.K. RicareJapan.
Director	Ritek	Director of Zhong Yuan International Start-Up Investment Co., Ltd., Director of Zhong Fu Investment Co., Ltd., Director of Pvnext Corporation, Director of Bircle international Trading Limited, Director of AimCore Technology Co., Ltd., Director of ProRit Corporation, Director of RiTdisplay Corporation, Director of RitEdia Corporation Corporation, Affluence international Co., Ltd. (B.V.I.), Director of ART Management Ltd.(B.V.I.), Director of Golden River Group Ltd.(B.V.I.), Director of Max Online Ltd., Director of RGI Corp. Ltd.(Vietnam), Director of Ritrax Corp. Ltd.(U.K.), Director of Score High Group Ltd.(B.V.I.), Director of Sky Chance international Corp.
Director	AimCore Co., Ltd.	Director of Armor Investment Group.Co,Director of AimCore Technology(Yang Technology Zhou) Co., Ltd., Director of Finesil Technology Inc., Director of Jhen Jhuan Co., Ltd., Director of ライテックジャパン株式会社,Director of Ritek Japan Incorporation
Director	Zhongkai Investment Co., Ltd.	Director of Riteck Corporation,
Independ ent Director	Chien	Kuo, Chung-Independent Director of I-Chiun Environment Policy, Director of Jinyuansan Automobile Co., Ltd., Director of Sanjin Integrated Marketing Co., Ltd.
Independ ent Director	Chien, Ching-Wen Ltd.	Supervisor Tiange of Giant Crystal Composites Co., Ltd., Director of Information Co.,
Independ ent Director	$Lu, P0-$ Neng	Associate Manager of Taishin International Bank.

Articles of Incorporation of U-TECH Media Corporation (Before amendment)

General Provisions Chapter 1

Article 1 The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be U-TECH MEDIA CORPORATION.
The Company's business lines include: Article 2
1. C805030 Plastic Daily Necessities Manufacturing
1. C805050 Industrial Plastic Products Manufacturing
1. CC01110 Computer and Peripheral Equipment Manufacturing
1. CC01080 Electronics Components Manufacturing
1. F113050 Wholesale of Computers and Clerical Machinery Equipment
1. F119010 Wholesale of Electronic Materials
1. F113020 Wholesale of Electrical Appliances
1. I301010 Information Software Services
1. I401010 General Advertisement Service
10.JE01010 Rental and Leasing
11.C701010 Printing
12.CB01020 Affairs Machine Manufacturing

13.CC01030 Electrical Appliances and Audiovisual Electronic Products

Manufacturing

14.F118010 Wholesale of Computer Software
15.F213030 Retail Sale of Computers and Clerical Machinery Equipment
16.CE01010 General Instrument Manufacturing
17.F207200 Retail Sale of Chemical Feedstock
18.F218010 Retail Sale of Computer Software
19.F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
20.F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
21.F213010 Retail Sale of Electrical Appliances
22.I301020 Data Processing Services
23.I301030 Electronic Information Supply Services
24.J303010 Magazine(Periodical) Publishing
25.J304010 Book Publishing
26.J305010 Audio Publishing
27.CC01120 Data Storage Media Manufacturing and Duplicating
28.F401010 International Trade
29.F501030 Beverage Shops
30.F501060 Restaurants
31.H701010 Housing and Building Development and Rental
32.H701020 Industrial Factory Development and Rental
33.H703100 Real Estate Leasing
34.IZ06010 Tally Packaging
35.J399010 Software Publishing
36.CF01011 Medical Devices Manufacturing
37.F108031 Wholesale of Medical Devices
38.F208031 Retail Sale of Medical Apparatus
39.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company may provide guaranteed to related parties or correspondent companies as necessary for the businesses.
Article 4 With the resolutions of the Board of Directors, the total transfer investment amount of the Company is not subject to the limitation of total paid-in capital threshold defined in Article 13 of the Company Act.
Article 5 The Company shall have its head office in Guishan Dist., Taoyuan City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.

Capital Stock Chapter 2

The total capital amount of the Company shall be 3.7 billion and 370 million New Article 6 Taiwan Dollars accounting for four hundred and fifty million shares, at a par value of Ten New Taiwan Dollars (NT\$10) per share. To cooperate with the request of Taiwan Securities Central Depositary Company, the stock with higher par value could be issues alternatively. The stock options are offered to the extent of NT\$300,000,000 among preceding total capital, total in 30,000,000 shares, at ten dollars each to be partially issued by the Board of Directors based on the needs.
Article 7 The Company may, on behalf of the shareholders ' meeting represented by more than half of the shareholders of the issued shares, and with the consent of the shareholders ' voting rights of more than two-thirds, transfer them to the employees at an average price lower than the actual purchase of the shares, or issue employee stock options at the price of the shares below the closing date of the issuing day.
The share certificate of the Company shall all be name-bearing share certificates and Article 8 shall be affixed with the seals or by signature of the directors of the Company, and issued after being duly authenticated by the bank which is competent to certify shares pursuant to the law. The Company is exempted from printing share certificates for the shares issued but shall duly register such shares with the centralized securities depository enterprise and follow that enterprise's regulations.
Article 9 Shareholders shall report their real names and addresses to the Company, and fill in the signature card and submit it to the Company for filing reference. The above steps shall be done if the seal needs to be changed. When receiving dividends, bonuses, or contacting with the Company in writing and enforcing all the other rights, the seal must be used as proof. If the seal is lost, it must be handled in accordance with" Regulations Governing the Administration of Shareholder Services of Public Companies" enacted by the competent authority.
The entries in its shareholders' roster shall not be altered within 60 days prior to the Article 10 convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the reference date set by the issuing company for distribution of dividends, bonus or other benefits.

Shareholders' Meeting Chapter 3

Article 11 The Board shall convene a regular shareholders' meeting within six months after the end of a fiscal year. A special shareholders' meeting may be convened in accordance with law if necessary. Notices shall be given to each shareholder within 30 days prior to the convening date of a regular shareholders' meeting, or within 15 days prior to the convening date of a special shareholders' meeting, specifying the date, place, and reason(s) for convening the meeting.

The Company's shareholders' meeting may be held by video conference or other methods announced by the competent authority. The Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

Article 12 Shareholders' meetings shall be chaired by the chairperson of the board. When the chairperson of the board is on leave, the chairperson shall appoint one of the managing directors to act. If no such designation is made by the chairperson, the directors shall select one person from among themselves to serve as chair.
Each shareholder of the Company shall have one voting power in respect of each share Article 13 in his/her/its possession unless otherwise provided by laws.
Article 14 If a shareholder cannot attend a shareholders' meeting in person, he or she may issue a proxy form issued by the Company in accordance with law, stating the scope of authorization, to authorize an agent to attend the meeting on his or her behalf.
Article 15 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Matters relating to the resolutions of a shareholders' meeting shall be recorded in the Article 16 meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.

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

The meeting minutes shall accurately record a summary of the deliberations and their results. The minutes shall be retained for the duration of the existence of this Company.

The attending shareholders' signature book and attendance proxy forms shall be kept at least one year.

Chapter 4 Director and Audit Committee

Article 17 The Company adopts a candidates nomination system for election of seven to nine directors (including more than three independent directors, not less than one-fifth of the total number of directors.) The shareholders shall elect the directors from among the nominees listed in the roster of candidates. The terms of office for directors shall be three years, and may be eligible for re-election.
Article 18 When the number of vacancies in the Board of Directors of the Company equals to one third of the total number of directors, the Board of Directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies. A director filling the vacancy shall be in the office for the remaining period of term of the former director whose vacancy he or she fills.
Directors at the expiry of their terms of office, due to delays in re-election, shall Article 19 continue to perform duties until the newly elected directors are ready to take over the office.
The Board comprises directors. The chairperson of the Board shall be elected from Article 20 among the directors with a consent of a majority of the directors present at a meeting attended by more than two thirds of the directors. A Vice Chairman shall be elected, if necessary. The Chairman is to execute all business matters resolved in accordance with law and regulations, Articles of Association, shareholders' meeting, and Board meeting.
The Board of Directors shall determine the operational guidelines and other important Article 21 matters of the Company. Except the first Board meeting of every term of the newly elected Board of Directors, which shall be convened in accordance with article 203 of the Company Act, all remaining meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors, unless in his absence or he cannot exercise duties for cause, the proxy shall be managed in accordance with Article 208 of the Company Act.
Article 22 In addition to the provisions of the Company Act, the following matters shall be followed by the resolution of the Board of Directors:
1. Preparation of the amendment on Articles of Incorporation.
1. The approval of the annual budget and the review of the annual final reports, including the review and supervision of the execution of the annual business plan.
1. Approval for the investment on other enterprises or transfer of shares with amount NT\$300,000,000 (included) or above. However, the Chairman may be authorized for the execution when the amount is below NT\$300,000,000 and report to the next Board meeting.
1. The selection, appointment, resignation or dismissal of the external independent auditors.
1. The proposal to dispose for the property of Company in full or the material portion of the Company, such as divan-transfer, sale, lease, pledge, mortgage or other means.
1. The approval for the financing, guarantee, acceptance and any other loan or debt filed with financial institution or third party with amount NT\$100,000,000 (included) or above. However, if the amount is below NT\$100,000,000, it shall be reported to the next Board meeting.
1. The approval for capital expenditure with amount NT\$50,000,000 (included) and above. However, if the amount is below NT\$50,000,000, the proviso as set forth in preceding paragraph shall be applied mutatis mutandis.
1. The management of endorsement, guarantee in name of the Company according to the Procedures for Endorsement and Guarantee.
1. The approval of major transactions between the Company and its interested parties (including interested enterprises).
1. The acquisition, assignment, license and lease of professional technology and patent with amount NT\$10,000,000 as well as the approval, amendment and termination of technological cooperation contract.
1. The approval for important contracts or other material matters.
Unless otherwise provided for by the Company Act, a resolution of the Board of Article 23 Directors shall be adopted by the consent of a majority of the votes represented by those the majority in attendance at the Board of Directors meeting. In case a director appoints another director to attend a meeting of the Board of Directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the aforesaid proxy of one other director only.
Article 24 The Board of Directors of the Company shall meet at least quarterly. The reasons for calling a Board of Directors meeting shall be notified to each director at least seven days in advance. In the case of emergency, a meeting may be convened at any time. The notice of a meeting of the Board of Directors set forth may be effected by means of writing, fax, or E-mail.
Matters relating to the resolutions of a Board of Directors meeting shall be recorded in Article 25 the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each director within 20 days after the conclusion of the meeting. The provisions of Article 183 of the Company Act apply to resolutions of Board of Directors meetings.
Article 26 The Company establishes an audit committee in accordance with the Securities and Exchange Act, composed of the entire number of independent directors. The Company's Board of Directors may define the audit committee's duties and powers, and relevant issues according to laws and regulations.
Article 27 When the chairman and the directors of the Company assumed their office, regardless of the Company's profit and loss, the Company may pay their remuneration. The remuneration of the chairman and the directors shall be determined by the authorized Board of Directors based on their devotion to the Company's operations and the value of their contribution, referring to the compensation standard of the domestic or foreign industry peers.
Article 28 The Company may purchase liability insurance for all directors and key managerial personnel to reduce the operating risk of the Company.

Chapter 5 Managerial Officials and staffs/employees

Article 29 Appointment, discharge and the remuneration of the Company's managerial officers shall be in compliance with Article 29 of the Company Act. The Board of Directors are authorized to make a decision on the managerial officers' scope of duties and power.
The Company by the resolutions of the Board of Directors may hire consultants or Article 30 important staff according to the Articles.

Final Accounts Chapter 6

At the close of the fiscal year, the Board of Directors of the Company shall prepare Article 31 reports according to Article 228 of the Company Act., and shall deliver to a regular shareholders' meeting for ratification.
If the Company has profits in the current year, it shall appropriate no less than 30% as Article 32 employees' compensation, and may be distributed in the form of shares or in cash pursuant to the resolutions to be adopted by the Board of Directors. Qualification requirements of employees include the employees of subsidiaries of the Company meeting certain specific requirements. If the Company has profits mentioned above, it shall appropriate no more than 5% as directors' compensation, which shall be executed pursuant to the resolutions to be adopted by the Board of Directors. The distribution of employees' compensation and directors' compensation shall be submitted to the shareholders' meeting.

However, an amount equivalent to the accumulated losses, if any, should be reserved in advance to make up such losses before appropriated as remuneration to employees and directors.

The Company's final accounts of each year are distributed as follows:

1. Reserve for tax payments.
1. Offset the accumulated losses
1. If the total amount of after-tax net income for the period and other profit items adjusted to the current year's retained earnings other than after-tax net income for the period is calculated in Annual General Financial Statement of the Company, the Company shall set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the total capital reserve of the Company, this shall not apply.
1. The Company shall allocate or revolve special reserve in accordance with laws or pursuant to the requirements of the competent authority, and for the net deduction of other equity items occurred in the current year, it shall treat current net income and non-net income items as unappropriated earnings and make provisions of the same amount of special reserve. If the Company is unable to make adequate provision from unappropriated earnings carried from the current year, it shall make provisions from unappropriated earnings carried from previous year.

The Company is bound by laws to make provision for special reserve from unappropriated earnings carried from previous years for any net contra-equity balances accumulated under other contra-equity items in previous years before distributing earnings. If the Company is unable to make adequate provision from unappropriated earnings carried from previous years, it shall treat current net income and non-net income items as unappropriated earnings and make provisions accordingly.

When the board of the directors decides to distribute retained earnings plus the cumulative total unallocated surplus are available for distribution, if it is to be done by issuing new shares, it has to be approved by the stockholders' meeting.

If the Company is to distribute the whole or part of its dividend to shareholders or legal reserve and capital reserve, the following is to be observed. If cash dividend is issued, the board of the directors may do so with two thirds of members present with a majority vote and report to the stockholders' meeting.

Since the Company is in an industry in a growth phase, the dividend policy shall take into consideration factors such as the Company's future needs for capital, long-term financial plans and the possibility of profit growth. Cash dividend, depending on the preceding paragraph, amounts to $10\%$ ~100% of the total dividends distributed while stock dividend amounts to $0\% \sim 90\%$ .

Chapter 7 Additional provisions

The Company's organizational procedures and work rules are to be regulated Article 33 separately by the Board of Directors.
Article 34 In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern.
Article 35 The Articles of Incorporation were formulated on May 9, 1994. The 1^st amendment was made on June 26, 1995. The 2^nd amendment was made on January 8, 1999. The 3^rd amendment was made on March 31, 1999. The 4^th amendment was made on June 23, 1999. The $5^th$ amendment was made on August 30, 1999. The $6^th$ amendment was made on April 20, 2000. The $7^th$ amendment was made on October 18, 2000. The $8^th$ amendment was made on April 19, 2002. The 9^th amendment was made on June 17, 2003. The 10^th amendment was made on June 3, 2004. The 11^th amendment was made on June 20, 2005. The $12^th$ amendment was made on June 9, 2006. The $13^th$ amendment was made on June 15, 2007. The 14^th amendment was made on June 19, 2008. The $15^th$ amendment was made on June 16, 2009. The $16^th$ amendment was made on June 15, 2010. The $17^th$ amendment was made on June 19, 2012. The $18^th$ amendment was made on June 23, 2016. The 19^th amendment was made on June 14, 2017. The $20^th$ amendment was made on June 14, 2018. The $21^st$ amendment was made on August 18, 2021. The 22^nd amendment was made on June 15, 2022. The 23rd amendment was made on June 26, 2023.

U-TECH Media Corporation Chairman of the Board of Directors: YEH, CHWEI-JING

U-TECH Media Corporation Rules of Procedure for Shareholders' meetings

The rules of procedures for this Company's shareholders' meetings, except as Article 1 otherwise provided by the Company Act and the Articles of Incorporation, shall be as provided in these Rules.
The shareholders referred to in the rules of procedures mean the shareholder attending Article 2 the meeting in person and the proxies of the shareholders unable to attend.
Article 3 Shareholders attending the meeting shall wear the attendance badges and submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
Article 4 When a juristic person is appointed to attend as proxy, it may 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.
Article 5 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the Company shall appoint one to act as chair pursuant to the Company Act. If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 6 The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
Article 7 The shareholders' meeting agenda shall be set by the Board of Directors. 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.

The shareholders cannot designate any other person as chairperson and continue the meeting in the same or other place after the meeting is adjourned.

Article 8 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. 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.
Article 9 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When discussing for a motion, the chairman may announce discontinuance of the Article 10 discussion when appropriate and submit the motion for resolution.
After an attending shareholder has spoken, the chair may respond in person or direct Article 11 relevant personnel to respond.
The motion voted in the shareholders' meeting is deemed as passed with the consent Article 12 of a majority of the attending shareholders and the agents on behalf. The motion voted in the shareholders' meeting is deemed as passed with the attending shareholders consulted by the Chairman and no objection raised, which is with the same effectiveness as a vote.
When there is an amendment or an alternative to a proposal, the chair shall present the Article 13 amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 14 Unless otherwise provided for in laws, a resolution of a shareholders' meeting shall be adopted at the meeting attended by shareholders holding a majority of the total issued shares.
Vote monitoring and counting personnel for the voting on a proposal shall be Article 15 appointed by the chair, provided that all monitoring personnel shall be shareholders of this Company. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
Article 16 In case of incident of force majeure, such as air strike, earthquake, fire and etc., the chairperson may immediately announce to stop or temporarily suspend the meeting in order for all persons to evacuate from the dangerous places. The chairperson may announce a new schedule for the meeting one hour later when the crisis is over.
The chair may direct the proctors or security personnel to help maintain order at the Article 17 meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
Article 18 When a meeting is in progress, the chair may announce a break based on time considerations.
Article 19 This Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders' meeting. The recorded materials shall be retained for at least one year.
Any matter not provided in the rules of procedures shall be handled in accordance Article 20 with applicable laws and regulations.
These Rules shall take effect after having been submitted to and approved by a Article 21 shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

U-TECH Media Corporation

Director election procedures

Article 1: To ensure a fair, just and open election of Directors, these procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principle for Listed Companies.
Article 2: The Election of Directors of the company shall be conducted in accordance with these Principles except as otherwise provided by laws and regulations or by this Corporation's articles of incorporation,
Article 3: The overall composition of the Board shall be taken into consideration for the selection of the Directors of the Company. All Board Members shall possess the necessary knowledge, skills and experience to perform their duties, the abilities they must possess are as follows:
1. The ability to make judgments about operations.
1. Accounting and financial analysis ability.
1. Business management ability.
1. Crisis management ability.
1. Industry Knowledge.
1. International market perspective.
1. Leadership ability.
1. Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship.

Article 4: The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the 'Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.'

The selection of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the 'Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies', and shall be handled in accordance with Article 24 of the 'Corporate Governance Best Practice Principles for Listed Companies.'

Article 5: Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

The election of independent directors and non-independent directors shall be held together and the number of independent directors and non-independent directors elected shall be calculated separately. Candidates with a greater number of votes are elected. If the number of the directors is less than five due to dismissal of the directors for whatever reason, the Company shall fill the vacancy at the most recent shareholders' meeting. In the event that vacancy of the directors reaches one third of the director seats under the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting to fill the vacancy within 60 days from the date of occurrence of the event.

If the number of Independent Directors falls short of the number stipulated in the rules and regulations, the Company shall hold a by-election at the next shareholders' meeting. where all independent directors are dismissed, the Company shall convene an extraordinary shareholders' meeting within 60 days of the event to hold a by-election.

Article 6: The election of the company's directors adopts the single-register cumulative voting system. Each share has the same voting rights as the number of directors to be elected, one person may be elected centrally or it may be distributed to the number of people

elected.

Article 7: The board of directors shall prepare the same number of electoral votes as the number of directors to be elected, add their weights, and distribute the shareholders attending the shareholders' meeting. The candidate's name could be replaced by the attendance card number printed on the ballot.
Article 8: The company's directors shall calculate separately the voting rights of independent directors and non-independent directors based on the quota set in the Articles of Incorporation. Candidates receiving higher number of voting rights represented by each vote shall be elected. In case two or more candidates receive the same number of votes and quota has been exceeded, the candidates receiving the same votes may draw lots. For those who are not present, the chairperson will draw on their behalf.
Article 9: Before the election begins, the chairperson shall appoint a number of vote counters and scrutineers with shareholder status to perform various tasks. The ballot boxes shall be prepared by the board of directors and publicly opened and checked by the vote monitoring personnel before voting commences.
Article 10: The voters shall fill in the name or account name of the candidate in the 'candidate' column of the ballot. However, when a candidate is a government or corporate shareholder, the voters shall specify the name of the government or corporate shareholder or the names of the government or corporate shareholder and its representative. When a candidate has more than one representative, all names of the said representatives should be added separately.
Article 11: An electoral vote shall be invalid under any of the following circumstances:
1. The ballot was not prepared by a person with the right to convene.
1. Placing a blank ballot in the ballot box.
1. The handwriting is illegible or has been altered.
1. The candidate whose name is entered in the ballot does not conform to the director candidate list upon verification.
1. Other words are entered in addition to the candidate's account name orshareholder account number.
1. The same ballot contains more than two candidates.
Article 12: The votes shall be calculated on site immediately after the voting is completed. The results of the calculation, including the list of the elected directors and the numbers of votes with which they were elected, shall be announced by the chairperson on the site.
Article 13: The Company's board of directors shall issue notifications to the elected directors.
Article 14: The Principles shall be implemented after approval by the shareholders' meeting; the same shall apply to any amendments.

U-TECH Media Corporation Current Shareholding of Directors

Book closure period: April 16, 2024

Job title	Name	Shareholdings
Director Director Director	RITEK Corporation Representative: YEH, CHWEI-JING YEH, CHWEI-SHENG PAN, YEN-MIN	32,489,319
Director	YANG, WEI-FEN	100,000
Independent director	LI, CHING-WEN	$\theta$
Independent director	WU, JUNG-SHENG	0
Independent director	HUNG, SHUN-CING	$\theta$
Total	Shareholdings of all directors	32,589,319

The minimum total required shares of all directors: 9,299,067 shares

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U-TECH — AGM Information 2024

52282_rns_2024-09-03_d372e062-e671-4c3f-8abf-21098b13d8d9.pdf

U-Tech Media Corporation

2024 Annual Shareholders' Meeting Meeting Agenda

Table of Contents

U-TECH Media Corporation Procedure for the 2024 Annual Meeting of Shareholders

U-TECH Media Corporation 2024 Agenda of Annual Meeting of Shareholders

Management Presentations

I. Annual Business Overview Report for Year 2023

II. 2023 Audit Committee's Review Report

Audit Committee's Review Report

III. 2023 Directors' Remuneration and Employee Compensation Distribution Report

IV. 2023 Cash Dividend Distribution Report

Matters for Approval

Election Matters

Other items

Miscellaneous Adjournment

Attachments

English Translation of the Representation Letter Originally Issued in Chinese

MANAGEMENT REPRESENTATION LETTER

English Translation of a Report Originally Issued in Chinese

Independent Auditors' Report

Audit Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Allowance for Accounts Receivable

Other Matter - Making Reference to the Audits of Component Auditors

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Other

Notice to Readers

English Translation of a Report Originally Issued in Chinese

Independent Auditors' Report

Audit Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Allowance for Accounts Receivable

Other Matter - Making Reference to the Audits of Component Auditors

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

Auditors' Responsibilities for the Audit of the Parent-Company-Only Financial Statements

Notice to Readers

List of candidates for directors and independent directors

The content of non-competition restriction to be released from newly elected directors and their representatives

Articles of Incorporation of U-TECH Media Corporation (Before amendment)

General Provisions Chapter 1

Capital Stock Chapter 2

Shareholders' Meeting Chapter 3

Chapter 4 Director and Audit Committee

Chapter 5 Managerial Officials and staffs/employees

Final Accounts Chapter 6

Chapter 7 Additional provisions

U-TECH Media Corporation Rules of Procedure for Shareholders' meetings

U-TECH Media Corporation

U-TECH Media Corporation Current Shareholding of Directors

Book closure period: April 16, 2024

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U-TECH AGM Information 2024