Stock Code ： 3050

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U-Tech Media Corporation

2025 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 Tuesday, June 17th, 2025 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 ................................ 1 Agenda of Annual Meeting of Shareholders .................................................... 2 Management Presentations 1. 2024 Business Report ............................................................................... 3 2. 2024 Audit Committee’s Review Report ................................................. 5 3. 2024 Directors' Remuneration and Employee Compensation Distribution Report. .................................................................................. 6 4. 2024 Cash Dividends Distribution Report ............................................... 6 Matters for Approval 1. 2024 business report and financial statements ......................................... 7 2. 2024 profits distribution ........................................................................... 8 Matters for Discussion 1. Amendment of Certain Articles of the Company’s “Articles of Incorporation” .......................................................................................... 9 2. Amendment of Certain Articles of the Company's "Acquisition or Disposal of Assets Procedure" ..................................................................................... 9 Miscellaneous ....................................................................................................... 9 Attachments 1. Independent Auditors’ Report and Financial Statements ...................... 11 2. Comparison Table Illustrating the Original and Amended Text of the “ Articles of Incorporation ” .......................................................... 31 3. Comparison Table Illustrating the Original and Amended Text of the “ Procedures for the Acquisition or Disposal of Assets ” .............. 32 Appendices 1. Articles of Incorporation (Before Amendment) ..................................... 33 2. Rules of Procedure for Shareholders’ meetings ..................................... 39 3. Current Shareholding of Directors ......................................................... 41

U-TECH Media Corporation Procedure for the 2025 Annual Meeting of Shareholders

Call the Meeting to Order
Chairman Takes Seat
Chairman’s Opening Address
Management Presentations
Matter for Approval
Matters for Discussion
Miscellaneous

8. Adjournment

U-TECH Media Corporation 2025 Agenda of Annual Meeting of Shareholders

Date: 9:00 a.m. on Tuesday, June 17th, 2025
Place: No.222, Hwa-Ya 2 Rd., Kuei Shan Dist, Tao Yuan City, Taiwan,333 R.O.C
Physical Shareholders’ meeting
Call the Meeting to Order
Chairman’s Opening Address
Management Presentations
(1) 2024 Business Report.
(2) 2024 Audit Committee’s Review Report.
(3) 2024 Directors' Remuneration and Employee Compensation Distribution Report.
(4) 2024 Cash Dividend Distribution Report.
Matters for Approval
(1) 2024 business report and financial statements
(2) 2024 profits distribution
Matters for Discussion
’ “
(1) Amendment of Certain Articles of the Company s Articles of Incorporation ”
’ “
(2) Amendment of Certains Articles of the Company s Procedures for the Acquisition or Disposal of Assets ” of the Company
Miscellaneous
Adjournment

Management Presentations

In the year 2024, the consolidated operating revenue was NT$1,252,628 thousand, and the net profit attributable to the parent company was NT$84,839 thousand, both exceeding the performance of the previous year.

Looking ahead to year 2025, with the expansion of artificial intelligence applications and the continued growth of global trade, the global economy is expected to grow again. Under such circumstances, the company will adopt strategies of maintaining, expanding, integrating, and reinvesting in the pre-recorded media, cultural and creative industries, energy business, and senior care industry to ensure continuous revenue and profit growth. The main operational directions are as follows:

Optical Disc Industry:

Deepening and expanding the existing product lines, maintaining current customers and production capacity to sustain profitability and improve operational performance.
Actively developing related peripheral products and adjusting the product sales structure to enhance product value and profitability.
Continuously securing Blu-ray disc orders.
Increasing the success rate in bidding for large-scale projects.

Cultural and Creative Dining Industry:

Focusing on organizing events at the U.S. Military Club and Grass Mountain Town.
Launching operations at the Jinting Japanese Historical and Cultural Park.
Expanding innovative and diversified dining businesses to achieve stable and growing chain restaurant operations.

Energy Industry:

Expanding the development of small-scale public building rooftop power plants and securing medium- to large-scale public building power plant projects.
Strengthening operation and maintenance systems and management.
Establishing market presence, integrating resources, and stabilizing existing return on investment.

Senior Care Industry:

Proactively preparing for the arrival of a super-aged society.

Developing community-based economies to provide localized services that meet local care needs.
Integrating the Long-Term Care Platform resources of Rui Workshop to enhance service quality control.

Business Management:

Ensuring stable operations and improving efficiency, reflected in achievements in production, finance, organization, procurement, and other areas.
Continuously improving cost control to enhance competitive advantage.
Pursuing sustainable operations while fulfilling corporate social responsibility.

Faced with future market changes, the company will closely integrate digital information with development strategies, and continuously strengthen the supply chain, finance, and sustainability management to adapt to evolving market environments. This ensures continued profitability and business growth.

Chairman: Yang, Wei-Fen Chief Executive Officer: Lo, Yi-Fu Accounting officer: Lai, Shu-Ping

II. 2024 Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors have prepared and submitted the Company’s 2024 Financial Statements (including consolidated financial report and individual financial statements). The financial statements were audited by CPA Hsieh, Sheng-An 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 2025 General Shareholders’ Meeting of U-TECH Media Corporation

U-TECH Media Corporation

Audit Committee, Convener: March 11, 2025

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III. 2024 Directors' Remuneration and Employee Compensation Distribution Report

Explanation: The director remuneration of the Company in 2024 is equivalent to NT$ 2,719,645, and the employee remuneration is equivalent to NT$2,719,645 distributed in cash.

IV. 2024 Cash Dividend Distribution Report

Explanation:

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.
The Board of Directors decided to distribute a total of NT$77,492,225 of 2024 earnings in cash dividends for NT$0.5 per share. The cash dividend is distributed in the unit of NT dollar (rounded off). The aggregate of fractional amounts will be recognized as the Company’s other incomes.
The resolution has been approved by Board of Directors, authorizing the Chairman to determine the dividend record date, distribution date, and other related matters. In the event of any changes to the Company’s share capital that affect the total number of the outstanding shares and should the dividend rate be subject to change, the Chairman is also authorized to handle sumch matters in accordance with Company Act and relevant regulations.

Matters for Approval

Report No.1: (Proposed by the Board)

Proposal: Report on the 2024 Financial Statements2024 business report and financial statements.
Explanation: The annual financial statements of the Company 2024 (including the consolidated financial statements) were audited by Hsieh, Sheng-An 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: 2024 profits distribution Explanation:

The Board has adopted a Proposal for Distribution of 2024 Profits in accordance with Article 32 of the Articles of Incorporation. Please refer to the table below.
The Company’s undistributed earnings in the beginning of the year was NT$ 219,534,569 .

The appropriation and distribution of retained earnings:

The actuarial income under defined benefit plan was NT$3,671,277. The changes in capital surplus from investments in associates and joint ventures accounted for using the equity method was NT$2,453,785, plus 2024 net income of NT$84,838,786, and set aside legal reserve of NT$8,605,628, and plus reversal of special reserve of NT$ 8,869,617. The total retained earnings was NT$288,115,602. The total cash dividend of 2024 profit distribution is 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

2024 Profit Distribution Table

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Unit: NTD$
Items Amount
Beginning retained earnings $219,534,569
Add: Actuarial gains and losses of defined benefit
plans 3,671,277
Less: Changes in shares of other comprehensive
income of associates and joint ventures
accounted for using the equity method (2,453,785)
Add: 2024 Profit after tax 84,838,786
Less: 10% legal reserve (8,605,628)
Less : Reversal special reserves (8,869,617)
Distributable earnings 288,115,602
Distributable items:
Less: Dividend to shareholders (NT$0.5 per share) (77,492,225)
Retained earnings-unappropriated, end of 2024 $210,623,377
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Note: 2024 earnings are as priority of the earnings distributed amount to shareholders.

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

Resolution:

Matters for Discussion

Report No.1: (Proposed by the Board)

Proposal: Amendment of Certain Articles of the Company’s “Articles of Incorporation”

Explanation: In accordance with Financial Supervisory Commission Order No. 1130385442 dated November 8, 2024, regarding the provisions of Article 14, Paragraph 6 of the Securities and Exchange Act. the Company hereby proposes to amend the Articles of Incorporation. Please refer to page 31 for details. Please proceed to discuss.

Resolution:

Report No.2: (Proposed by the Board)

Proposal: Amendment to the “ Procedures for the Acquisition or Disposal of Assets ” of the Company

Explanation: In order to conform to the needs of commercial practices, the Company hereby proposes to amend the “ Procedures for the Acquisition or Disposal of Assets ” . Please refer to page 32 for details. Please proceed to discuss.

Resolution:

Miscellaneous

Adjournment

Attachments

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, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, and their consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, 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, 2024 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 $1,252,628 thousand for the year ended December 31, 2024. 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, 2024 amounted to $130,474 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 $16,026 thousand and $8,516 thousand, both representing 0% of consolidated total assets as of December 31, 2024 and 2023. The related shares of profit (loss) of associates and joint ventures accounted for using the equity method amounted to $385 thousand and $1,040 thousand, representing 0% and 1% of the consolidated income before income tax for the years ended December 31, 2024 and 2023, 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:

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of consolidated financial statements for year ended December 31, 2024 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.

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, 2024 and 2023.

Hsieh, Sheng-An

Chiu, Wan-Ju

Ernst & Young, Taiwan March 11, 2025

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.

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, 2024 and 2023, and the related parent-company-only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, 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, 2024. 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 $449,789 thousand for the year ended December 31, 2024. 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, 2024 amounted to $69,913 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 $16,026 thousand and $8,516 thousand, both representing 0% of total assets as of December 31, 2024 and 2023. The related shares of profit (loss) of associates and joint ventures accounted for using the equity method amounted to $385 thousand and $1,040 thousand, representing 0% and 1% of the income before income tax for the years ended December 31, 2024 and 2023, respectively.

Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly 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:

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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
Evaluate the overall presentation, structure and content of the parent-company-only financial 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.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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, 2024 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.

Hsieh, Sheng-An

Chiu, Wan-Ju

Ernst & Young, Taiwan March 11, 2025

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.

English Translation of Financial Statements Originally Issued in Chinese

U-Tech Media Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2024 and December 31, 2023

(Expressed in thousands of New Taiwan Dollars)

Assets	Assets	Notes		December 31,2024	December 31,2024	December 31,2024		December 31,2023	December 31,2023	December 31,2023
Code	Accounts			Amount		%		Amount		%
1100 1110 1136 1150 1170 1180 1197 1220 130X 1470 11XX 1517 1535 1550 1600 1755 1760 1780 1840 1900 194D 15XX 1XXX	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets measured at amortized cost - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Financing lease payments receivable, net Current tax assets Inventories Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income - non-current Financial assets measured at amortized cost - non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred tax assets Other non-current assets Long-term financing lease payments receivable, net Total non-current assets Total assets	4 & 6.(1) 4 & 6.(2) 4, 6.(4) & 8 4 & 6.(5) 4 & 6.(6) 4, 6.(6) & 7 4, 6.(7) & 8 4 4 & 6.(8) 4 & 7 4 & 6.(3) 4, 6.(4) & 8 4 & 6.(9) 4, 6.(10), 7 & 8 4 & 6.(20) 4 & 6.(11) 4 & 6.(12) 4 & 6.(24) 4 & 7 4, 6.(7) & 8		$1,222,332 151,196 8,867 807 125,558 4,916 3,231 386 66,919 58,026 1,642,238 94,638 167,957 163,768 2,716,404 275,432 142,043 264,880 44,391 31,281 33,226 3,934,020 $5,576,258		22 3 - - 2 - - - 1 1 29 2 3 3 49 5 2 5 1 - 1 71 100		$1,181,233 147,888 7,357 667 116,647 936 2,931 65 69,808 63,412 1,590,944 105,546 145,323 185,528 2,438,775 268,412 144,115 27,170 43,405 40,690 36,397 3,435,361 $5,026,305		23 3 - - 2 - - - 1 1 30 2 3 4 50 5 3 - 1 1 1 70 100

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

Chairman: Yang, Wei- Fen General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping

21 9

English Translation of Financial Statements Originally Issued in Chinese

Consolidated Balance Sheets (Continued)

December 31, 2024 and December 31, 2023

(Expressed in thousands of New Taiwan Dollars)

Liabilities and equity	Liabilities and equity	Notes		December 31,2024	December 31,2024	December 31,2024		December 31,2023	December 31,2023	December 31,2023
Code	Accounts			Amount		%		Amount		%
2100 2150 2170 2180 2200 2220 2230 2280 2300 2322 21XX 2540 2570 2580 2600 2640 25XX 2XXX 31XX 3100 3110 3200 3300 3310 3320 3350 3400 3410 3420 36XX 3XXX	Current liabilities Short-term borrowings Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current tax liabilities Lease liabilities - current Other current liabilities Current portion of long-term borrowings Total current liabilities Non-current liabilities Long-term borrowings Deferred tax liabilities Lease liabilities - non-current Other non-current liabilities Net defined benefit liabilities - non-current Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Capital Surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences resulting from translating the financial statements of foreign operations Unrealized losses from equity instrument investments measured at fair value through other comprehensive income Non-controlling interests Total equity Total liabilities and equity	4, 6.(14) & 8 4 4 4 & 7 4 4 & 7 4 4 & 6.(20) 4, 6.(18) & 7 4, 6.(15) & 8 4, 6.(15) & 8 4 & 6.(24) 4 & 6.(20) 4 & 6.(16) 6.(17) 6.(17) 6.(17) 4 6.(17)		$246,962 3,496 36,328 4,937 158,639 90,057 3,230 63,594 59,652 303,268 970,163 1,304,819 98,344 225,296 18,394 20,692 1,667,545 2,637,708 1,549,845 588,142 94,676 47,882 305,591 448,149 (6,894) (49,858) 409,166 2,938,550 $5,576,258		4 - 1 - 3 2 - 1 1 5 17 24 2 4 - - 30 47 28 11 - 2 1 5 8 - (1) 7 53 100		$161,633 2,193 52,384 2,330 148,813 2,069 6,383 50,405 46,915 287,372 760,497 1,201,528 80,488 227,788 17,772 24,867 1,552,443 2,312,940 1,459,845 531,482 87,515 48,244 303,826 439,585 (976) (46,906) 330,335 2,713,365 $5,026,305		3 - 1 - 2 - - 1 1 6 14 25 2 5 - - 32 46 29 10 2 1 6 9 - (1) 7 54 100

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

Chairman: Yang, Wei- Fen General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping

22 10

English Translation of Financial Statements Originally Issued in Chinese

Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Code	Accounts	Notes	2024		2023
			Amount	%	Amount	%
4000 5000 5900 6000 6100 6200 6300 6900 7000 7100 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8316 8320 8360 8361 8399 8500 8600 8610 8620 8700 8710 8720 9750 9850	Operating revenue Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Total operating expenses Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures accounted for using the equity method Total non-operating income and expenses Income before income tax Income tax expense Net income Other comprehensive income Not to be reclassified to profit or loss in subsequent periods Remeasurements of defined benefit plan Unrealized gains from equity instrument investments measured at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures accounted for using the equity method - not reclassified to profit or loss To be reclassified to profit or loss in subsequent periods Exchange differences resulting from translating the financial statements of foreign operations Income tax relating to components of other comprehensive income that will be reclassified to profit or loss Total other comprehensive (loss) income, net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Total comprehensive income attributable to: Stockholders of the parent Non-controlling interests Earnings per share (in New Taiwan Dollars) Basic earnings per share Diluted earnings per share	4, 6.(18) & 7 6.(8), 6.(16), 6.(20), 6.(21) & 7 6.(12), 6.(16), 6.(20), 6.(21) & 7 4, 6.(20), 6.(21), 6.(22) & 7 4 & 6.(9) 4 & 6.(24) 4 & 6.(23) 4 & 6.(16) 4 & 6.(9) 4 & 6.(24) 6.(25)	$1,252,628 (832,315) 420,313 (35,904) (346,784) - (382,688) 37,625 22,691 47,845 52,061 (47,207) 2,034 77,424 115,049 (13,657) 101,392 3,258 (3,464) 905 (7,397) 1,479 (5,219) $96,173 $84,839 16,553 $101,392 $79,640 16,533 $96,173 $0.55 $0.55	100 (66) 34 (3) (28) - (31) 3 2 4 4 (4) - 6 9 (1) 8 - - - (1) - (1) 7	$1,136,435 (694,108) 442,327 (45,020) (285,459) (359) (330,838) 111,489 21,155 36,684 (13,467) (43,737) (11,403) (10,768) 100,721 (10,676) 90,045 (812) 1,107 (785) (1,191) 238 (1,443) $88,602 $72,497 17,548 $90,045 $71,050 17,552 $88,602 $0.50 $0.50	100 (61) 39 (4) (25) - (29) 10 2 3 (1) (4) (1) (1) 9 (1) 8 - - - - - - - 8

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

Chairman: Yang, Wei- Fen

General Manager: Lo, Yi-Fu

Chief Accounting Officer: Lai, Shu-Ping

23 11

English Translation of Financial Statements Originally Issued in Chinese

U-Tech Media Corporation and Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Code	Items				Equityattributable t	o theparent compan	y			Non-controlling interests	Total equity
		Capital	Capital Surplus		Retained earnings		Other	equity	Total
				Legal reserve	Special reserve	Unappropriated earnings	Exchange differences resulting from translating the financial statements of foreign operations	Unrealized gains (losses) on financial assets at fair value through other comprehensive income
		3100	3200	3310	3320	3350	3410	3420	31XX	36XX	3XXX
A1 B1 B5 B17 C7 C17 D1 D3 D5 M5 O1 Z1 A1 B1 B5 B17 C7 C17 D1 D3 D5 E1 M5 O1 Z1	Appropriation and distribution of 2022 retained earnings: Legal reserve Cash dividends Special reserve reversed Other changes in capital surplus: Changes in associates and joint ventures accounted for using the equity method Other changes in capital surplus Net income for the year ended December 31, 2023 Other comprehensive income (loss), net of tax for the year ended December 31, 2023 Total comprehensive income (loss) The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Decrease in non-controlling interests Balance as at December 31, 2023 Appropriation and distribution of 2023 retained earnings: Legal reserve Cash dividends Special reserve reversed Other changes in capital surplus: Changes in associates and joint ventures accounted for using the equity method Other changes in capital surplus Net income for the year ended December 31, 2024 Other comprehensive income (loss), net of tax for the year ended December 31, 2024 Total comprehensive income (loss) Issuance of Common Stock The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Decrease in non-controlling interests Balance as at December 31, 2024 Balance as at January 1, 2024 Balance as at January 1, 2023	$1,459,845 - - - - - - -	$532,017 - - - 474 40 - -	$76,313 - 11,202 - - - - - -	$51,019 - - (2,775) - - - -	$313,640 (11,202) (72,992) 2,775 917 - 72,497 (1,809)	$(23) - - - - - - (953)	$(48,221) - - - - - - 1,315	$2,384,590 - (72,992) - 1,391 40 72,497 (1,447)	$336,432 - - - - - 17,548 4	$2,721,022 - (72,992) - 1,391 40 90,045 (1,443)
		-	-	-	-	70,688	(953)	1,315	71,050	17,552	88,602
		- -	(1,049) -	- -	- -	- -	- -	- -	(1,049) -	1,049 (24,698)	- (24,698)
		$1,459,845	$531,482	$87,515	$48,244	$303,826	$(976)	$(46,906)	$2,383,030	$330,335	$2,713,365
		$1,459,845 - - - - - - -	$531,482 - - - 13,508 92 - -	$87,515 7,161 - - - - - -	$48,244 - - (362) - - - -	$303,826 (7,161) (77,492) 362 (2,454) - 84,839 3,671	$(976) - - - - - - (5,918)	$(46,906) - - - - - - (2,952)	$2,383,030 - (77,492) - 11,054 92 84,839 (5,199)	$330,335 - - - - - 16,553 (20)	$2,713,365 - (77,492) - 11,054 92 101,392 (5,219)
		-	-	-	-	88,510	(5,918)	(2,952)	79,640	16,533	96,173
		90,000 - -	45,000 (1,940) -	- - -	- - -	- - -	- - -	- - -	135,000 (1,940) -	- 1,940 60,358	135,000 - 60,358
		$1,549,845	$588,142	$94,676	$47,882	$305,591	$(6,894)	$(49,858)	$2,529,384	$409,166	$2,938,550

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

General Manager: Lo, Yi-Fu

Chief Accounting Officer: Lai, Shu-Ping

Chairman: Yang, Wei- Fen

24 12

English Translation of Financial Statements Originally Issued in Chinese

U-Tech Media Corporation and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Code	Items	2024	2023	Code	Items	2024	2023
		Amount	Amount			Amount	Amount
AAAA A10000 A20000 A20010 A20100 A20200 A20400 A20900 A21200 A21300 A22300 A22500 A22600 A23100 A23700 A29901 A30000 A31115 A31130 A31150 A31160 A31200 A31240 A31990 A32130 A32150 A32160 A32180 A32190 A32230 A32240 A32990 A33000 A33100 A33300 A33500 AAAA	Cash flows from operating activities: Net income before tax Adjustments to reconcile profit (loss): Income and expense adjustments: Depreciation and other losses Amortization Net (gain) loss of financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit or loss of associates joint ventures Losses on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Losses on disposal of investments Impairment losses on non-financial assets Losses (gain) on lease modification Changes in operating assets and liabilities: Increase in financial assets mandatorily measured at fair value through profit or loss (Increase) decrease in notes receivable (Increase) decrease in accounts receivable (Increase) decrease in accounts receivable - related parties Decrease in inventories Decrease (increase) in other current assets (Increase) decrease in other non-current assets Increase increase in notes payable (Decrease) increase in accounts payable Increase in accounts payable - related parties Increase in others payables Increase (decrease) in others payables - related parties Increase in other current liabilities Decrease in defined benefit liabilities Increase in other non-current liabilities Cash inflow generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities	$115,049 222,937 6,693 (3,308) 47,207 (22,691) (79) (2,046) 16,348 5,161 (54,355) 6,098 (17) - (140) (8,911) (3,980) 2,889 5,275 (1,844) 1,303 (16,056) 2,607 9,834 87,988 12,076 (917) 1,660	$100,721 205,597 3,026 (4,382) 43,737 (21,155) (55) 11,403 3,476 11,716 - 4,612 48 (38,011) 2,209 19,032 1,300 6,083 (5,639) 619 1 6,153 503 5,187 (10,103) 1,974 (885) 400	BBBB B00010 B00020 B00030 B00040 B00050 B00100 B00200 B01800 B01900 B02700 B02800 B03700 B06100 B07600 BBBB CCCC C00100 C00600 C01600 C01700 C03000 C03100 C04020 C04500 C04600 C05800 C09900 CCCC DDDD EEEE E00100 E00200	Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Disposal of financial assets at fair value through other comprehensive income Proceeds from capital return of financial assets at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Disposal of financial assets measured at amortized cost Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using the equity method Disposal of investments accounted for using the equity method Acquisition of property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Decrease in long-term financing lease payments receivable Dividends received Net cash used in investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term notes and bills payable Increase in long-term borrowings Repayments of long-term borrowings Increase in deposits received Decrease in deposits received Cash payments for principal portion of the lease liabilities Cash dividends Issuance of Common Stock Changes in non-controlling interests Recovery of unclaimed dividends Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	(2,716) 200 10,760 (24,178) 34 - - (32,745) (49,330) (454,721) 2,638 (2,929) 2,871 954	(500) - - (800) 40,317 (5,000) 36,114 - - (85,107) 1,328 (1,621) 2,609 8,942
						(549,162)	(3,718)
						85,329 - 601,230 (482,043) - (820) (67,610) (77,492) 135,560 (193) 92	106,633 (9,935) 411,042 (592,686) 193 - (49,952) (72,992) - (24,698) 40
						194,053	(232,355)
						(6,501)	-
						41,099 1,181,233	89,895 1,091,338
		428,781	347,567
		22,802 (39,855) (9,019)	20,989 (37,589) (4,999)
						1,222,332	1,181,233

		402,709	325,968

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

Chairman: Yang, Wei- Fen

General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping

25 13

English Translation of Financial Statements Originally Issued in Chinese

U-Tech Media Corporation

Parent-Company-Only Balance Sheets December 31, 2024 and December 31, 2023

(Expressed in thousands of New Taiwan Dollars)

Assets	Assets	Notes		December 31,2024	December 31,2024	December 31,2024		December 31,2023	December 31,2023	December 31,2023
Code	Accounts			Amount		%		Amount		%
1100 1110 1150 1170 1180 1220 130X 1470 11XX 1517 1550 1600 1760 1840 1900 15XX 1XXX	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Current tax assets Inventories Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income - non-current Investments accounted for using the equity method Property, plant and equipment Investment property, net Deferred tax assets Other non-current assets Total non-current assets Total assets	4 & 6.(1) 4 & 6.(2) 4 & 6.(4) 4 & 6.(5) 4 & 6.(5) & 7 4 4 & 6.(6) 4 & 7 4 & 6.(3) 4 & 6.(7) 4, 6.(8), 7 & 8 4 & 6.(9) 4 & 6.(20)		$307,288 63,440 807 69,766 147 240 41,561 12,655 495,904 25,995 2,058,383 695,701 142,043 19,394 1,160 2,942,676 $3,438,580		9 2 - 2 - - 1 - 14 1 60 20 4 1 - 86 100		$551,784 61,330 667 85,039 - - 51,869 11,293 761,982 41,252 1,361,468 697,360 144,115 18,389 2,290 2,264,874 $3,026,856		18 2 - 3 - - 2 - 25 1 45 23 5 1 - 75 100

(The accompanying notes are integral part of the parent-company-only financial statements)

Chairman: Yang, Wei-fen General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping

26 8

English Translation of Financial Statements Originally Issued in Chinese

U-Tech Media Corporation

Parent-Company-Only Balance Sheets (Continued) December 31, 2024 and December 31, 2023

(Expressed in thousands of New Taiwan Dollars)

Liabilities and equity	Liabilities and equity	Notes		December 31,2024	December 31,2024	December 31,2024		December 31,2023	December 31,2023	December 31,2023
Code	Accounts			Amount		%		Amount		%
2100 2150 2170 2180 2200 2220 2230 2300 2322 21XX 2540 2570 2600 2640 25XX 2XXX 31XX 3100 3110 3200 3300 3310 3320 3350 3400 3410 3420 3XXX	Current liabilities Short-term borrowings Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current tax liabilities Other current liabilities Current portion of long-term borrowings Total current liabilities Non-current liabilities Long-term borrowings Deferred tax liabilities Other non-current liabilities Net defined benefit liabilities - non-current Total non-current liabilities Total liabilities Equity Capital Common stock Capital Surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences resulting from translating the financial statements of foreign operations Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income Total equity Total liabilities and equity	4, 6.(10) & 8 4 4 4 & 7 4 4 & 7 4 4 & 6.(14) 4, 6.(11) & 8 4, 6.(11) & 8 4 & 6.(20) 4 & 6.(12) 6.(13) 6.(13) 6.(13) 4		$120,000 1,271 12,160 4,937 64,665 76 - 1,572 143,500 348,181 528,000 3,780 9,085 20,150 561,015 909,196 1,549,845 588,142 94,676 47,882 305,591 448,149 (6,894) (49,858) 2,529,384 $3,438,580		4 - - - 2 - - - 4 10 15 - - 1 16 26 45 17 3 1 9 13 - (1) 74 100		$75,000 706 28,891 2,311 76,911 246 1,201 1,376 105,500 292,142 314,500 3,276 9,085 24,823 351,684 643,826 1,459,845 531,482 87,515 48,244 303,826 439,585 (976) (46,906) 2,383,030 $3,026,856		2 - 1 - 3 - - - 3 9 10 - - 1 11 20 48 19 3 2 10 15 - (2) 80 100

(The accompanying notes are integral part of the parent-company-only financial statements)

Chairman: Yang, Wei-fen General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping

27 9

English Translation of Financial Statements Originally Issued in Chinese

U-Tech Media Corporation

Parent-Company-Only Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Code	Accounts	Notes		2024	2024			2023	2023
				Amount		%		Amount		%
4000 5000 5900 6000 6100 6200 6900 7000 7100 7010 7020 7050 7070 7900 7950 8200 8300 8310 8311 8316 8330 8360 8361 8399 8500 9750 9850	Operating revenue Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Total operating expenses Operating income (loss) Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method Total non-operating income and expenses Income before income tax Income tax profit Net income Other comprehensive loss (income) Not to be reclassified to profit or loss in subsequent periods Remeasurements of defined benefit plan Unrealized gains from equity instrument investments measured at fair value through other comprehensive income Share of other comprehensive income of subsidiaries, associates and joint ventures - not reclassified to profit or loss To be reclassified to profit or loss in subsequent periods Exchange differences resulting from translating the financial statements of foreign operations Income tax relating to components of other comprehensive income that will be reclassified to profit or loss Total other comprehensive loss (income), net of tax Total comprehensive income Earnings per share (in New Taiwan Dollars) Basic earnings per share Diluted earnings per share	4, 6.(14) & 7 6.(6), 6.(12), 6.(17) & 7 6.(12), 6.(16), 6.(17) & 7 4, 6.(18) & 7 4 & 6.(20) 4 & 6.(19) 4 & 6.(20) 6.(21)		$449,789 (335,357) 114,432 (30,999) (68,797) (99,796) 14,636 4,700 26,091 48,924 (14,849) 5,714 70,580 85,216 (377) 84,839 3,784 1,232 (4,297) (7,397) 1,479 (5,199) $79,640 $0.55 $0.55		100 (75) 25 (7) (15) (22) 3 1 6 11 (3) 1 16 19 - 19 1 - (1) (2) - (2) 17		$531,673 (396,801) 134,872 (36,681) (66,242) (102,923) 31,949 5,512 34,536 (13,505) (8,810) 19,817 37,550 69,499 2,998 72,497 (894) 1,981 (1,581) (1,191) 238 (1,447) $71,050 $0.50 $0.50		100 (75) 25 (8) (12) (20) 5 1 6 (3) (2) 4 6 11 1 12 - - - - - - 12

(The accompanying notes are integral part of the parent-company-only financial statements)

Chairman: Yang, Wei-fen General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping

28 10

English Translation of Financial Statements Originally Issued in Chinese

U-Tech Media Corporation

Parent-Company-Only Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Code	Items	Capital	Capital Surplus		Retained earnings		Other	equity	Total equity
				Legal reserve	Special reserve	Unappropriated earnings	Exchange differences resulting from translating the financial statements of foreign operations	Unrealized gains (losses) on financial assets at fair value through other comprehensive income
		3100	3200	3310	3320	3350	3410	3420	3XXX
A1 B1 B5 B17 C7 C17 D1 D3 D5 M5 Z1 A1 B1 B5 B17 C7 C17 D1 D3 D5 E1 M5 Z1	Appropriation and distribution of 2022 retained earnings: Legal reserve Cash dividends Special reserve reversed Other changes in capital surplus: Changes in associates and joint ventures accounted for using the equity method Other changes in capital surplus Net income for the year ended December 31, 2023 Other comprehensive income (loss), net of tax for the year ended December 31, 2023 Total comprehensive income (loss) The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Balance as at December 31, 2023 Appropriation and distribution of 2023 retained earnings: Legal reserve Cash dividends Special reserve reversed Other changes in capital surplus: Changes in associates and joint ventures accounted for using the equity method Other changes in capital surplus Net income for the year ended December 31, 2024 Other comprehensive loss (income), net of tax for the year ended December 31, 2024 Total comprehensive income (loss) Issuance of Common Stock The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries Balance as at December 31, 2024 Balance as at January 1, 2024 Balance as at January 1, 2023	$1,459,845 - - - - - - -	$532,017 - - - 474 40 - -	$76,313 11,202 - - - - - -	$51,019 - - (2,775) - - - -	$313,640 (11,202) (72,992) 2,775 917 - 72,497 (1,809)	$(23) - - - - - - (953)	$(48,221) - - - - - - 1,315	$2,384,590 - (72,992) - 1,391 40 72,497 (1,447)
		-	-	-	-	70,688	(953)	1,315	71,050
		-	(1,049)	-	-	-	-	-	(1,049)
		$1,459,845	$531,482	$87,515	$48,244	$303,826	$(976)	$(46,906)	$2,383,030
		$1,459,845 - - - - - - -	$531,482 - - - 13,508 92 - -	$87,515 7,161 - - - - - -	$48,244 - - (362) - - - -	$303,826 (7,161) (77,492) 362 (2,454) - 84,839 3,671	$(976) - - - - - - (5,918)	$(46,906) - - - - - - (2,952)	$2,383,030 - (77,492) - 11,054 92 84,839 (5,199)
		-	-	-	-	88,510	(5,918)	(2,952)	79,640
		90,000 -	45,000 (1,940)	- -	- -	- -	- -	- -	135,000 (1,940)
		$1,549,845	$588,142	$94,676	$47,882	$305,591	$(6,894)	$(49,858)	$2,529,384

(The accompanying notes are integral part of the parent-company-only financial statements)

Chairman: Yang, Wei-fen

General Manager: Lo, Yi-Fu

Chief Accounting Officer: Lai, Shu-Ping

29 11

English Translation of Financial Statements Originally Issued in Chinese U-Tech Media Corporation Parent-Company-Only Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Code	Items	2024	2023	Code	Items	2024	2023
		Amount	Amount			Amount	Amount
AAAA A10000 A20000 A20010 A20100 A20400 A20900 A21200 A21300 A22400 A22500 A23700 A30000 A31115 A31130 A31150 A31160 A31200 A31240 A32130 A32150 A32160 A32180 A32190 A32230 A32240 A33000 A33100 A33300 A33500 AAAA	Cash flows from operating activities: Net income before tax Adjustments to reconcile profit (loss): Income and expense adjustments: Depreciation and other losses Net profit of financial assets and liabilities as measured at fair value in other comprehensive gains or losses Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method Gains on disposal of property, plant and equipment Impairment losses on non-financial assets Changes in operating assets and liabilities: Decrease in financial assets mandatorily measured at fair value through profit or loss (Increase) decrease in notes receivable Decrease in accounts receivable (Increase) decrease in accounts receivable - related parties Decrease in inventories Increase in other current assets Increase (decrease) in notes payable (Decrease) increase in accounts payable Increase in accounts payable - related parties Decrease in others payables Decrease in others payables - related parties Increase (decrease) in other current liabilities Decrease in defined benefit liabilities Cash inflow generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities	$85,216 12,454 (2,110) 14,849 (4,700) (79) (5,714) - 6,097 - (140) 15,273 (147) 10,308 (1,190) 565 (16,731) 2,626 (12,575) (170) 196 (889)	$69,499 20,053 (7,393) 8,810 (5,512) - (19,817) (305) 4,612 3,011 2,209 18,359 563 13,520 (102) (942) 7,807 1,952 (5,154) (9,399) (3,403) (871)	BBBB B00020 B00030 B00100 B00200 B01800 B02700 B01900 B02800 B03800 B07600 BBBB CCCC C00100 C01600 C01700 C04500 C04600 C09900 CCCC EEEE E00100 E00200	Cash flows from investing activities: Disposal of financial assets at fair value through other comprehensive income Proceeds from capital return of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment Disposal of investments accounted for using the equity method Disposal of property, plant and equipment Decrease in refundable deposits Dividends received Net cash (used in) provided by investing activities Cash flows from financing activities: Increase in short-term borrowings Increase in long-term borrowings Repayments of long-term borrowings Cash dividends Issuance of Common Stock Recovery of unclaimed dividends Net cash provided by (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	200 10,760 - - (639,994) (8,723) (54,355) - 1,130 79	- - (5,000) 14,787 - (3,799) - 876 - 71,938
						(690,903)	78,802
						45,000 497,000 (245,500) (77,492) 135,000 92	55,000 110,000 (176,640) (72,992) - 40
						354,100	(84,592)
						(244,496) 551,784	87,092 464,692
						$307,288	$551,784

		103,139	97,497
		4,768 (14,520) (1,080)	5,474 (8,839) (1,250)
		92,307	92,882

(The accompanying notes are integral part of the parent-company-only financial statements)

Chairman: Yang, Wei-fen General Manager: Lo, Yi-Fu Chief Accounting Officer: Lai, Shu-Ping

30 12

U-TECH Media Corporation Comparison Table Illustrating the Original and Amended Text of the `“` Articles of Incorporation `”`

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Reasons in
Article After amendment Before amendment
amending
32 If the Company generates profits in If the Company generates profits in In
a given year, 3% to 10% should be a given year, 3% to 10% should be accordance
allocated for employee allocated for employee with the
compensation, with no less than compensation. The Board of amendment
1.5% allocated for the distribution Directors will decide whether to to Article 14,
of compensation to the frontline distribute it in the form of stock or Paragraph 6
employees. The Board of Directors cash, and the recipients may include of the
will decide whether to distribute it employees of subsidiary companies Securities
in the form of stock or cash, and the that meet certain criteria. The and
recipients may include employees Company may allocate up to 5% of Exchange
of subsidiary companies that meet the above-mentioned profits for Act.
certain criteria. The Company may director compensation, as decided
allocate up to 5% of the above- by the Board of Directors. The
mentioned profits for director distribution of employee and
compensation, as decided by the director compensation should be
Board of Directors. The distribution reported to the shareholders'
of employee and director meeting.
compensation should be reported to However, if the company has
the shareholders' meeting. accumulated losses, an amount
However, if the company has should be reserved in advance to
accumulated losses, an amount cover the losses. (remain omitted)
should be reserved in advance to
cover the losses. (remain omitted)
35 The Articles of Incorporation were The Articles of Incorporation were Add the date
formulated on May 9, 1994. formulated on May 9, 1994. of
(remain omitted). The 24th (remain omitted). The 23th amendment.
amendment was made on June 17, amendment was made on June 26,
2025. 2023.
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U-TECH Media Corporation Comparison Table Illustrating the Original and Amended `“ ”` Text of the Acquisition or Disposal of Assets Procedure of the Company

			Reasons in
Article	After amendment	Before amendment
			amending

15	In addition to acquiring assets for business use, the Company and its subsidiaries may invest or purchase real property, its right-of- use asset or marketable securities that are not for business use, subject to the following limits, respectively. (1). The total amount of non- operating real estate and related right-of-use assets shall not exceed75%of the Company's net worth. (2). The total amount of marketable securities shall not exceed 150%of the Company's net worth. (3). The investment limit for any individual marketable security shall not exceed100%of the Company's net assets.	In addition to acquiring assets for business use, the Company and its subsidiaries may invest or purchase real property, its right-of- use asset or marketable securities that are not for business use, subject to the following limits, respectively. (1). The total amount of non- operating real estate and related right-of-use assets shall not exceed 50% of the Company's net worth. (2). The total amount of marketable securities shall not exceed 100% of the Company's net worth. (3). The investment limit for any individual marketable security shall not exceed 50% of the Company's net assets.	On account of business needs.
18	The Articles of Incorporation were formulated on August, 1999.(remain omitted).The 12th amendment was made on June 26, 2023.The 13th amendment was made on June 17, 2025.	The Articles of Incorporation were formulated on August, 1999.(remain omitted).The 12th amendment was made on June 26, 2023.	Add the date of amendment.

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

Chapter 1 General Provisions

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.

Article 2 The Company’s business lines include: 1. C805030 Plastic Daily Necessities Manufacturing

C805050 Industrial Plastic Products Manufacturing
CC01110 Computer and Peripheral Equipment Manufacturing
CC01080 Electronics Components Manufacturing
F113050 Wholesale of Computers and Clerical Machinery Equipment
F119010 Wholesale of Electronic Materials
F113020 Wholesale of Electrical Appliances
I301010 Information Software Services
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.

Article	5	in Article 13 of the Company Act. 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.
		Chapter 2 Capital Stock
Article	6	The company's registered capital is NT$3.7 billion, divided into 370 million shares,
		with a par value of NT$10 per share, issued in multiple tranches. To cooperate with
		the request of Taiwan Securities Central Depositary Company, the stock with higher
		par value could be issues alternatively. Within the total capital mentioned above,
		NT$30 million is allocated for the stock option, totaling 3 million shares, with a par
		value of NT$10 per share. The board of directors is authorized to issue the stock
		option in multiple tranches as needed for business purposes.
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.
Article	8	The share certificate of the Company shall all be name-bearing share certificates and
		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.
Article	10	The entries in its shareholders' roster shall not be altered within 60 days prior to the
		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.
		Chapter 3 Shareholders' Meeting
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.
Article 13 Each shareholder of the Company shall have one voting power in respect of each share 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.
Article 16 Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes and be signed by the chairman 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 candidate’s 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.
Article 19 Directors at the expiry of their terms of office, due to delays in re-election, shall continue to perform duties until the newly elected directors are ready to take over the office.
Article 20 The Board is composed by directors, with one chairman elected by a two-thirds majority of the attending directors. Additionally, a Vice Chairman may be appointed. The Chairman shall execute all matters of the company in accordance with laws, regulations, the Articles of Association, and the resolutions of the shareholders' meeting and the Board of Directors.
Article 21 The Board of Directors shall determine the operational guidelines and other important 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:
Preparation of the amendment on Articles of Incorporation.

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.
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.
The selection, appointment, resignation or dismissal of the external independent auditors.
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.
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.
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.
The management of endorsement, guarantee in name of the Company according to the Procedures for Endorsement and Guarantee.
The approval of major transactions between the Company and its interested parties (including interested enterprises).
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.
The approval for important contracts or other material matters.
Article 23 Unless otherwise provided for by the Company Act, a resolution of the Board of 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 may be sent by written notice, fax, or E-mail.
Article 25 Matters relating to the resolutions of a Board of Directors meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each 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 to protect the interests of all shareholders and reduce the operational risks of the Company.
Chapter 5 Managerial Officials and staffs/employees
Article 29 The appointment, dismissal, and remuneration of the Company's managerial officers shall comply with Article 29 of the Company Act. Their powers and authority shall be decided by the Board of Directors."
Article 30 The Company may, by a resolution of the Board of Directors in accordance with Article 24 of the Articles of Association, hire consultants or other key personnel. Chapter 6 Final Accounts
Article 31 At the close of the fiscal year, the Board of Directors of the Company shall prepare reports according to Article 228 of the Company Act., and shall deliver to a regular shareholders’ meeting for ratification.
Article 32 If the Company generates profits in a given year, 3% to 10% should be allocated for employee 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:

Reserve for tax payments.
Offset the accumulated losses
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.
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%~90%.

Chapter 7 Additional provisions

Article 33 The Company’s organizational procedures and work rules are to be regulated 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: Yang, Wei-Fen

		U-TECH Media Corporation
		Rules of Procedure for Shareholders’ meetings
Article	1	The rules of procedures for this Company's shareholders’ meetings, except as
		otherwise provided by the Company Act and the Articles of Incorporation, shall be as
		provided in these Rules.
Article	2	The shareholders referred to in the rules of procedures mean the shareholder attending
		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.
Article 10 When discussing for a motion, the chairman may announce discontinuance of the discussion when appropriate and submit the motion for resolution.
Article 11 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 12 The motion voted in the shareholders’ meeting is deemed as passed with the consent 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.
Article 13 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 14 Unless otherwise provided by law, it shall be done with the consent of a majority of the voting rights of the attending shareholders.
Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of 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.
Article 17 The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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.
Article 20 Any matter not provided in the rules of procedures shall be handled in accordance with applicable laws and regulations.
Article 21 These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

U-TECH Media Corporation Current Shareholding of Directors

Book closure period: April 19, 2025

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Job title Name Shareholdings
Director Yang, Wei-Fen 100,000
Director RITEK Corporation 32,489,319
Director AimCore Technology Co., Ltd. 12,862,812
Director Chen, Chien-Chuan(Note) 0
Independent
Chien, Ching-Wen 0
director
Independent
Kuo, Chung-Chien 0
director
Independent
Lu, Po-Neng 0
director
Total Shareholdings of all directors 45,452,131
----- End of picture text -----

The minimum total required shares of all directors: 9,299,067 shares Note: Resigned on May 6, 2025

AI assistant

U-TECH — AGM Information 2025

52282_rns_2025-06-17_2775d6be-e1a0-49ef-a94e-35e6daccc488.pdf

U-Tech Media Corporation

2025 Annual Shareholders’ Meeting Meeting Agenda

Table of Contents

U-TECH Media Corporation Procedure for the 2025 Annual Meeting of Shareholders

8. Adjournment

U-TECH Media Corporation 2025 Agenda of Annual Meeting of Shareholders

Management Presentations

Optical Disc Industry:

Business Management:

II. 2024 Audit Committee’s Review Report

Audit Committee’s Review Report

III. 2024 Directors' Remuneration and Employee Compensation Distribution Report

IV. 2024 Cash Dividend Distribution Report

Matters for Approval

Matters for Discussion

Miscellaneous

Adjournment

Attachments

English Translation of a Report Originally Issued in Chinese

Independent Auditors’ Report

To U-Tech Media Corporation:

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-CompanyOnly Financial Statements

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

Notice to Readers

English Translation of Financial Statements Originally Issued in Chinese

Consolidated Balance Sheets

December 31, 2024 and December 31, 2023

English Translation of Financial Statements Originally Issued in Chinese

December 31, 2024 and December 31, 2023

English Translation of Financial Statements Originally Issued in Chinese

English Translation of Financial Statements Originally Issued in Chinese

English Translation of Financial Statements Originally Issued in Chinese

English Translation of Financial Statements Originally Issued in Chinese

Parent-Company-Only Balance Sheets December 31, 2024 and December 31, 2023

English Translation of Financial Statements Originally Issued in Chinese

English Translation of Financial Statements Originally Issued in Chinese

English Translation of Financial Statements Originally Issued in Chinese

U-TECH Media Corporation Comparison Table Illustrating the Original and Amended Text of the “ Articles of Incorporation ”

U-TECH Media Corporation Comparison Table Illustrating the Original and Amended “ ” Text of the Acquisition or Disposal of Assets Procedure of the Company

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

Chapter 1 General Provisions

Chapter 7 Additional provisions

U-TECH Media Corporation Current Shareholding of Directors

Book closure period: April 19, 2025

More from U-TECH

U-TECH AGM Information 2025

U-TECH Media Corporation Comparison Table Illustrating the Original and Amended Text of the `“` Articles of Incorporation `”`

U-TECH Media Corporation Comparison Table Illustrating the Original and Amended `“ ”` Text of the Acquisition or Disposal of Assets Procedure of the Company