UNITECH - AGM Information 2023 | FinancialReports.eu

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Unitech Printed Circuit Board Corp.

Annual General Shareholders’ Meeting 2023

Procedure Handbook

Mode of convention: physical session Date: June 15, 2023

Meeting venue: No. 6, Zhongshan Road, Tucheng District, New Taipei (Plant no. 4 of Unitech)

Unitech Printed Circuit Board Corp. Handbook of Annual General Shareholders’ Meeting 2023

Pages
One. Opening Ceremony ........................................................................................................................ 1
Two. Meeting Agenda ............................................................................................................................ 2
I. Report ................................................................................................................................... 3
II. Points of Recognition ........................................................................................................... 5
III. Points of Discussion ............................................................................................................. 6
IV. Extemporary motions ........................................................................................................... 6
Three. Attachment
I. 2022 Business Report .......................................................................................................... 7
II. Audit Committee Review Report ....................................................................................... 12
III. Auditors’ Report and 2022 Financial Statements (including Consolidated Financial
Statements) ........................................................................................................................... 14
IV. Report on the Implementation of the 2022 Stable Business Plan for Cash Capital Increase
Through Issuance of Ordinary Shares ................................................................................... 32
V. Table of the Parliamentary Procedure for Shareholders Meeting Before and After
Amendment ........................................................................................................................ 33
VI. Table of the Operating Procedures for Endorsements and Guarantees Before and After
Amendment .......................................................................................................................... 38

Four. Appendix	Four. Appendix
I.	Parliamentary Procedure for Shareholders Meeting .............................................................. 41
II.	Articles of Incorporation ...................................................................................................... 43
III.	The Board passed the proposal for the remuneration to employees and Directors. .............. 48
IV.	The influence of stock dividend on the operation performance, earnings per share and
	return on equity .................................................................................................................... 49
V.	Table of Shareholding of Directors ...................................................................................... 50

Unitech Printed Circuit Board Corp. Schedule of the 2023 Annual General Shareholders’ Meeting

I. Announcement of the meeting in session

II. Presiding Officer assumes position for the session III. Presiding Officer addresses the meeting IV. Reports

V. Points of recognition

VI. Points of discussion VII. Extemporary motions VIII. Adjournment of meeting

Unitech Printed Circuit Board Corp. Schedule of the 2023 Annual General Shareholders’ Meeting

Mode of convention: physical session Time and Date: 9:00 a.m. on June 15, 2023 (Thursday) Place: No. 6, Zhongshan Road, Tucheng District, New Taipei (Unitech Plant No. 4)

I. Announcement of the meeting in session
II. Presiding Officer assumes position for the session
III. Presiding Officer addresses the meeting
IV. Report:
(I) 2022 Business Report
(II) Review Report of Audit Committee on the financial statements of 2022
(III) Report on the distribution of 2022 employee remuneration and directors’ remuneration
(IV) Report on the implementation of the improvement plan of the Company’s subsidiary endorsement/guarantee balance in excess of the limit
(V) Report on the 2022 stable business plan for cash capital increase and implementation
V. Points of recognition:
(I) Recognition of the 2022 Business Report and Financial Statements
(II) Recognition of the 2022 earnings distribution proposal
VI. Points of discussion:
(I) Discussion on the amendment to the “Parliamentary Procedure for Shareholders Meeting”.
(II) Discussion on the amendment to the Operating Procedures for Endorsements and Guarantees.

VII. Extemporary Motions

VIII. Adjournment of the meeting

Report

Report No. 1 - presented by the Board

Cause: 2022 Business Report for your reference

Explanation: 2022 Business Report is as shown in Attachment I. (Pages 7–11)

Report No. 2 -presented by the Board

Cause: Audit Committee Review Report on the financial statements of 2022 for your reference. Description: Audit Committee Review Report, as shown in Attachment II. (Pages 12–13)

Report No. 3 - presented by the Board

Cause: Report on the distribution of 2022 employee remuneration and directors’ remuneration for your reference.

Description: According to Article 235-1 of the Company Act and Article 30 of the Articles of Incorporation, if the Company makes a profit for a fiscal year, it shall first provide 1% to 5% of the balance for employee remuneration by the resolution of the Board of Directors and no higher than 3% for directors’ remuneration. The Company’s Compensation Committee proposed the payout of employee remuneration of NT$9,000,000 and directors’ remuneration of NT$4,500,000, totaling NT$13,500,000, in cash, which were approved by the supermajority resolution of the Board of Directors on January 13, 2023.

Report No. 4 -presented by the Board

Cause: Report on the implementation of the improvement plan of the Company’s subsidiary endorsement/guarantee balance in excess of the limit for your reference.

Description:

I. It is handled as per Letter Jin-Guan-Zheng-Shen No. 1110351173 issued by the Financial Supervisory Commission (FSC) dated August 1, 2022.
II. The Company’s subsidiary, Shanghai Unitech Electronics Co., Ltd. (hereinafter referred to as “Shanghai Unitech”), provided endorsement and guarantee to Shanghai Unitech Electronics (Nantong) Co., Ltd. (hereinafter referred to as “Nantong Unitech”), and the endorsement and guarantee provided exceeded the limit it set, mainly attributable to Shanghai Unitech’s distribution of cumulative earnings and loss for 2022, resulting a decrease in it net worth. As such, the endorsement/guarantee it provided to a single company, Nantong Unitech, exceeded the limit set by Shanghai Unitech.
III. To meet the operational needs, the Company’s Audit Committee and Board of Directors and Shanghai Unitech’s board of directors agreed on November 14, 2022 to amend Shanghai Unitech’s operating procedures for endorsements and guarantees, to raise its endorsement/guarantee limit for a single enterprise, and the overrun has been improved.

Report No. 5 -presented by the Board

Cause: Report on the 2022 stable business plan for cash capital increase and implementation for your reference.

Description:

I. The Company’s reports on the issuance of 50,000,000 ordinary shares for a cash capital increase, with a par value of NT$10 per share, in the total amount of NT$500,000 thousand, has been approved as per Letter Jin-Guan-Zheng-Fa No. 1110342693 issued by the FSC dated June 7, 2022.
II. The Company has completed the issuance on August 16, 2022. The details are as follows:
Total amount of issuance: NT$500,000 thousand.
Number of shares issued: 50,000,000 ordinary shares.
Issue price: NT$14.
Total amount raised: NT$700,000 thousand.

Impact on shareholder equity: Although this cash capital increase caused capital inflation and dilution of earnings per share, the increase in capital through the cash capital increase will facilitate the Company’s long-term business expansion and profit growth, rather than resulting in an increased operational risk by taking out loans to meet the Company’s needs for working capital. In the future, it will not affect the existing shareholder equity and will have positive effects on the improvement to shareholder equity.
A fund application plan and anticipated benefits: The funds raised in this plan are used to purchase machinery and equipment and repay bank loans. Regarding the purchase of machinery and equipment, we will purchase additional machinery and equipment to catch up with new technology trends and replace old process equipment to update the processes so as to enhance the Company’s competitiveness. As for repayment of bank loans, it can effectively reduce interest expenses, improve the financial structure, increase the flexibility of capital movement, and reduce operational risks. This plan has been implemented in the first quarter of 2023.
II. The implementation of the Company’s stable business plan is hereby reported in accordance with the instructions in the above FSC letters. Please refer to Attachment IV (page 32).

Points of recognition

Recognition motion no. 1 - presented by the Board

Cause: 2022 Business Report and Financial Statements for recognition. Description: The Board of Directors of Unitech Printed Circuit Board Corp. Prepared the financial statements (including consolidated financial statements) of the Company of 2022. These financial statements have been audited by the Independent Auditors, and were forwarded to the Audit Committee with the Business Report for review with the issuance of Review Report on record, which were shown in Attachment I to Attachment III (pages 7–31) Recognition requested.

Resolution:

Recognition motion no. 2 - presented by the Board

Cause: The 2022 earnings distribution proposal is presented for ratification. Description: The 2022 statement of earnings distribution is specified below:

Unitech Printed Circuit Board Corp. PROFIT DISTRIBUTION TABLE 2022

Unitech Printed Circuit Board Corp. PROFIT DISTRIBUTION TABLE 2022	Unitech Printed Circuit Board Corp. PROFIT DISTRIBUTION TABLE 2022
Unit: NT$
Item	Amount
Undistributed earnings at the beginning of the period	386,742
Add: Net income after tax for this period	413,325,924
Less: 10% for a legal reserve	(41,332,592)
Distributable earnings	372,380,074
Items for distribution:
Shareholder dividend [NT$0.3 in cash/share]	200,822,153
Undistributed earnings at the end of period	171,557,921

Note:

Based on the current outstanding 669,407,175 shares, the proposed cash dividend per share is NT$0.3 per share. Each payment was rounded down to NT$1, and the total amount of each payment less than NT$1 was recognized as “other income”. The Board of Directors is delegated to set the ex-dividend record date and the payout date and decide other related matters after the approval of the shareholders’ meeting.
If the number of outstanding shares is affected by repurchase of the Company's shares, the transfer or cancellation of treasury shares, issuance of new shares for cash capital increase, or due to other reasons, resulting in a change in the dividend payout ratio, it is proposed to request the shareholders' meeting to authorize the Chairman to handle the matter with full power.

Chairman: Manager: Chief Accounting Officer:

Resolution:

Points of discussion:

Motion No. 1- presented by the Board

Cause: Discussion on amendment to “Parliamentary Procedure for the Shareholders Meeting” for resolution.

Description: Propose to amend the “Parliamentary Procedure for the Shareholders Meeting” in part in response to FSC Letter Jin- Guan-Zheng-Jiao No.1110380914 dated. The table of the procedure before and after amendment is exhibited in Attachment V (pages 33–38).

Resolution:

Motion No 2. - presented by the Board

Cause: Discussion on the amendment to the “Operating Procedures for Endorsements and Guarantees” for approval.

Description: To meet the Company’s operational needs, the partial amendments to the Company’s “Operating Procedures for Endorsements and Guarantees” are proposed. Please refer to Attachment VI for the procedures before and after amendment (pages 39–41).

Resolution:

Extemporary motion:

Adjournment of meeting

Attachment I

2022 Business Report

In 2022, with the widespread vaccination against the COVID-19 pandemic and a significant reduction in severe cases, all sectors of society is anticipating the gradual opening up of national borders; thus, the economy may witness a wave of recovery. However, in February 2022, the outbreak of the Russo-Ukrainian War resulted in rising prices of raw materials and crude oil, followed by the escalation of the pandemic and lockdown in coastal cities in China in April, leading to an increased risk of supply chain disruption. Due to the unfavorable factors, such as the interest rate hikes to curb inflation and the European energy crisis, resulting in the crowding out effect, people tend to pay for daily necessities. Therefore, consumer electronics has borne the brunt. All of this has greatly undermined the momentum of economic recovery.

In 2022, after two years of decline in revenue, Unitech witnessed a 29% growth in consolidated revenue compared to 2021. This can be attributable to reasons in the product aspect:

First, the rigid-flex printed circuit board (RFPCB) has finally seen a significant growth with the application of new products. This part has made up for the gap in the product lines caused by changes in clients’ designs. In 2022, the overall revenue almost returned to 80% of the previous peak. Also, the high-end level and larger area of RFPCB in terms of design and single board mainly contributed to the revenue growth. Moreover, this product line is a new design solution. During the transition period, the demand, built on the existing market share, has grown significantly.

Secondly, the growth is attributable to the recovery of the automotive industry. Although the recovery of the automotive industry has been affected by the unfavorable factors of a shortage of ICs and supply chain disruption, the overall sales of automobiles have grown. Unitech has also enhanced the development work for different clients through endeavors in the field of automotive electronics over the past few years, and the efforts paid off in 2022. In addition to the revenue growth from existing clients, there are two or three new clients contributing to our revenue. Therefore, the overall revenue in 2022 witnessed a significant increase, and our overall automotive electronics business grew by 19% compared to 2021. In 2023, with the recovery of the automotive industry, the increased penetration rate of electric vehicles, and the advanced driver-assistance system (ADAS) moving to the preliminary stage of Level 3, the automotive electronics will undergo both qualitative and quantitative changes in the future. It is estimated that revenue growth will continue in the coming year.

Thirdly, the growth is attributable to the low-orbit satellite initial development achievements. With the rapid rise of low-orbit satellites recently, after years of development, Unitech also participated in the industry to adopt such satellites in 2022. As the low-orbit satellite industry is relatively confidential and sensitive, there are certain entry barriers to this industry, and the competition is not as fierce as that of consumer products. It will be in the growth stage in the next few years. Thus, we believe that there will be room for continuous growth in the future.

Based on our observation, under the influence of high inventory of consumer electronics products and the unfavorable factors of inflation and interest rate hikes in the overall environment in 2023, the overall economic growth in the first half of 2023 is relatively pessimistic. However, with the opening up of the national borders around the world, China also began to open up its boarders this February. Also, due to the market reaction to the raw materials and crude oil after the outbreak of the Russo-Ukrainian War and other negative events throughout 2022, if the situation does not deteriorate sharply, we believe that the prices of crude oil and raw materials should not fluctuate significantly. According to the predictions of professional institutions, the inflation will slow down as the base period is prolonged. Therefore, interest rate hikes are also expected to slow down. With favorable economic development factors, if the destocking of consumer electronics goes well in the first half of 2023, the economy is expected to recover quarter by quarter in 2023. However, how long the Russo-Ukrainian War will last remains to be observed. Also, the protracted US-China trade war will be the key to the strength of this year’s economic recovery.

With the further increase in the penetration rate of clients’ new products and the adoption and growth of new clients’ product lines, Unitech expects to make up for the partial decline in consumer electronics products and witness a slight growth in 2023. We will continue to reinforce the ties with existing clients, develop business in industries with development potential, and work with new clients, to consolidate the revenue from existing clients and maximize the revenue growth from new clients,

particularly clients in the industry with various core competitiveness, with whom we have worked for a long time.

In the future, Unitech will continue to work in the fields of 5G mmWave, automotive electronics, EV, XR (AR, VR, and MR), HPC, and AIoT and build layouts in alignment with the development characteristics of various industries and different market processes. We will also continue to expand product lines and sources of clients in relevant industries with cutting-edge technology and niche industries and work with businesses in industries with stable growth and create a proper client portfolio to enhance our business resilience.

2022 Financial and Business Performance

The Company’s consolidated revenue amounted to NT$17.424 billion in 2022, an increase of 29.05% on a year-on-year basis. Net consolidated income of the same year amounted to NT$413 million, and net consolidated income attributable to the owners of the parent company amounted to NT$413 million. Individual revenue amounted to NT$16.289 billion, an increase of 37.23% on a year-on-year basis.

2023 Business Plan

We will focus on the competitiveness of our core technology, continue to expand our business in HDI, RFPCB, high-frequency PCB, and high-speed PCB, in the industries with gross profit, to continue to gain experience in automotive electronics and expand the scale of high-end ADAS.
(1) RFPCB features low signal transmission loss rate, lightweight, thinness, and 3D assembly flexibility with a particular advantage for products with high-speed transmission or those that emphasize thinness. Therefore, it has been the best solution to high-end products. At present, there is a step-by-step design trend in the application of new products. In addition to continuing to enhance our development in the existing fields, we have worked to build a layout in the field of wearable devices with future potential in advance; thus, all we need to do is to wait for the good timing to come.
(2) Regarding the progress of 5G mmWave, as the construction cost is several times higher than that of 4G and the pandemic continued to rage over the past three years, the progress of 5G has been delayed. It is expected that the penetration rate of 5G mmWave will increase year by year after the pandemic gradually slows down and countries gradually lift their lockdown measures. With years of experience in mmWave products, we have built a layout in this field. We believe that our mmWave products will gradually grow with the advent of the 5G era.
(3) In the automotive industry, ADAS will gradually move to Level 3. Integrated ADAS and smart computers, featuring faster response and high speed will be gradually adopted. Unitech, which masters the development of high-frequency, high-speed, and high-end sensors, and other relevant products, will work with clients to continue to expand product development, so the shipments may increase year by year. In addition, the prospect of high-current products for electric vehicles is promising. The models we developed for electric vehicles in the past may grow year by year in the future.
(4) We continue to focus on the development of high-end products and expand the product lines for new clients to achieve revenue growth and avoid the risks caused by the excessive client concentration, thereby alleviating the production imbalance caused by seasonal changes and further creating a product mix for more stable revenue.
(5) We will continue to enhance the business development in the low-orbit satellite industry. In addition to enhancing the revenue from existing clients, we will strengthen the sales of satellites for Starlink to establish a stable revenue source.
Product technology research and development (R&D): We will continue to innovate and make breakthroughs in the high-end, precision, and cutting-edge technology fields, particularly the special-purpose 5G mmWave applications, automotive solutions, and RFPCB products with strict requirements for specifications. We will also invest manpower in the R&D of key technologies in the fields of more precise circuits, hybrid PCB, high-end HDI, high-speed, high-frequency products, as well as copper foil, copper blocks, process chemicals, inks, surface treatment, special asymmetric drilling, copper fill plating with different thicknesses needed for core materials and

special product characteristics, to solve clients’ problems, reduce manufacturing costs, and seek to maximize profits and client satisfaction.

Production capacity expansion: Based on the new year’s business plan, we will prudently evaluate the release of production capacity at production sites that encounter bottlenecks in line with clients’ product development needs and future trends, thereby meeting their needs and maximizing output to ensure maximum profit and revenue.
We will continue to evaluate and adopt an automated production process and process leaning plan for the best production efficiency and cost.
We will launch smart production gradually to plan and build a smart factory and enhance our overall competitiveness.

Development Strategy in the future

Macroeconomic Factors:

Due to the impact of viral mutation, the Russo-Ukrainian War, high inflation, and climate change, major economies have launched interest rate hikes to combat inflation. High interest rates have affected business investment and consumption willingness. Manufacturing activities in various countries have slowed down significantly, which will continue until 2023. The economic performance of the United States and Europe may fall into zero growth or even recession. Although China’s economy is estimated to rebound due to the relaxation of the anti-pandemic measures, how much it will rebound still needs to be closely observed. Therefore, major international forecasting agencies believe that the growth rate of global economy and trade in 2023 will be lower than that in 2022. The IMF predicts that the global economic growth in 2023 will be 2.9% (the growth rate of United States will be 0.2% (EIU), China 5.2% (IMF), Japan 1.08% (EIU), and Europe 0% (EIU)). The Taiwan Institute of Economic Research predicts that the domestic economic growth rate will be 2.58% in 2023. Regarding the exchange rate that affects Taiwan’s exports, according to the Taiwan Institute of Economic Research’s forecast, given that the U.S. Fed has achieved some success in curbing inflation, and will slow down its interest rate hikes, the uncertainty of U.S. monetary policy will diminish; although the NTD-USD exchange rate gap continues to widen, it is estimated that the exchange rate in 2023 will be more stable than in 2022.

External Competitive Environment

Demand:

The recovery of the momentum for automotive electronics growth may still be influenced by the shortage of ICs. However, with the increase of IC production capacity, the shortage will be gradually mitigated. According to figures provided by survey institutions, the global sales of cars in 2023 will be 85.2 million cars, an annual growth rate of 3.5%.
The rise of low-orbit satellites has created great growth potential in the future due to its application in a variety of fields, complete global coverage, low latency, and broadband.
Consumer electronics products are not easy to improve. With the slowdown of the stay-at-home economy dividend in the post-pandemic era, the prospect for consumer electronics products with a high inventory level continues to be pessimistic as in 2022. It is expected that the degree of destocking in the first half of 2023 will affect the market conditions for the entire year. In the short term, the prospect for 2023 is not optimistic.
The electric vehicles accounted for 10% of the overall car market in 2022 for the first time, an increase of nearly 70% compared to 2021. The United States, Europe, Japan, and China have successively set a timeline for banning the sales of fossil fuel vehicles. Also, with China’s new energy vehicle preferential tax rate subsidy plan, the electric vehicles will further grow in 2023. According to relevant market survey institutions’ statistics, it is estimated that 11 million pure electric vehicles will be sold during 2023, with great development potential.
With the 5G mmWave infrastructure being constructed and more telecom operators joining the O- RAN architecture, the femtocell will be an opportunity for high-frequency products. Due to various factors, the development has been slow over the past few years. With more investment in relevant industries, it is estimated that the sales will grow in 2023.

Supply

According to the Taiwan Printed Circuit Association (TPCA), the global PCB production value would amount to US$88.2 billion in 2022, a 3.2% growth compared to 2021. In 2023, the global PCB production value is estimated to grow slightly by 3% with the recovery of economic and consumer demand.

Although the Russo-Ukrainian War has not ended yet, and the protracted the war is not conducive to raw materials and crude oil, the market has fully reacted to such factors; thus, it is expected that the prices of crude oil and raw materials will not fluctuate greatly. Particularly in the first half of the year, the weakened need for consumer electronics has made the prices of raw materials remain sluggish, but they will not plummet. Therefore, the prices of raw materials will be relatively stable in the first half of the year. However, due to the weak demand, there will be no issues of prolonged delivery time or shortage of raw materials as seen last year. However, the risk of geopolitical conflicts is still daunting, and the overall situation needs to be closely observed. We expect that the recovery in the second half of the year may lead to another wave of growth momentum. With a look at clients’ product development direction, we will proactively develop more diverse items in terms of special boards, such as highfrequency, high-speed (PP & CCL), and thick copper boards, and antenna, to catch up with the future trends in the industry and provide clients with more choices. As countries are opening up boarders, Unitech will resume active communication with clients. On the one hand, we will update new R&D achievements and discuss and develop materials and production technologies more in line with market demand with clients through close communication. On the other, we will solve problems for clients from their perspective from the selection of raw materials, product design to the transportation of finished goods, thereby providing a full range of services and creating long-term partnerships on the basis of shared prosperity and win-win outcome.

Corporate Development Strategy

Focus on the profit structure and continue to increase the proportion of niche products in revenue

(1) High-end HDI

With the evolution of Moore’s Law and the industrial development trend of higher-end chips, HDI technology has moved to higher wiring density, finer lines, and less line spacing requirements. In the foreseeable future, there will be more related high-end electronic products, moving from traditional board stackup design to HDI design. It has been gradually adopted in designs for HPC, devices requiring high-speed access, high-end NB, high-end vehicle communication modules, and vehicle servers in addition to the portable and wearable product lines. This field is one of Unitech’s core competitiveness. We will continue to focus on the development of this field, wait for opportunities, and expand relevant industries, to maintain our leading position in technology and provide services to clients.

(2) Automotive electronics

This year, car manufacturers have begun to move ADAS to Level 3, and various advanced sensing modules are required to be updated repeatedly. The needs for sensing modules with lower latency, more accurate, and clearer signals are increasing. For example, with the improved autonomous driving, some car manufacturers have begun to adopt LiDAR modules, which has facilitated the development of highspeed processors and integrated control centers. Along with the environmental requirements of 5G AIoT in the future, the designs of intelligent automotive electronics will become more diverse and advanced. This year, Level-3 ADAS has begun to be adopted. Unitech will move from Level 1 to Level 3 and even to Level 4 and Level 5 to work with clients to jointly develop solutions and grow together in different stages of the autonomous driving development process.

(3) RFPCB

RFPCB is formed with one board and features one-stop assembly, high transmission speed, lightweight, and thinness, with a great advantage for products with requirements for high end, precision, and advancement, but the disadvantage is that the manufacturing process is complicated. Most of them

are project-based production processes, and it is difficult to create a standardized production process. There is no same production process and features between models, so it requires a tailor-made design and production process and special molds for every new project. Thus, it is difficult to standardize the production process, so the cost is relatively high, while establishing higher entry barriers. With years of expertise in key process technologies and hybrid technology, and long-term training of technical personnel, Unitech has more specialized production know-how. Therefore, while accumulating the mass production experience in existing clients’ models, we continue to mass-produce various difficult products. The future wearable XR (AR/VA/MR) field, which emphasizes lightweight, thinness, and high-end HDI boards, is aligned with our development direction. We have developed several clients in relevant fields and jointly developed several cutting-edge models with them, building a layout in the industry in advance. We will continue to further development in this field and continue to provide clients with the best design solutions.

We will prudently evaluate market trends and evaluate the adoption of automated and smart production per year based on the niche product mix, to enhance our competitiveness and development resilience.

With the AI and deep learning development trends, smart manufacturing will be the ultimate goal for the development of manufacturing. The production trend in the future must be oriented toward automation and AI for the best performance in production, improvement in productivity, and product stability. Smart manufacturing is only adopted for standardized single-item production for now, and there is no effective solution to producing a variety of products, such as HDI and RFPCB. Thus, Unitech is in the stage of AI-aided manufacturing for the existing product lines. The equipment and software must be highly customized. As such, the procurement cost is high. Further, smart manufacturing is still in the exploratory and learning phase that Unitech will continue to go for partial automation and observe the progress in the development of different forms of smart manufacturing in the market in order to start with the most feasible item at the right moment, and plan for the production process. Unitech aims at the collection of big data to advanced intelligent learning for its automated inspection and testing equipment for accumulating experience for the time being. Once the more advanced production and manufacturing system is developed properly in the market, Unitech will be able to adjust its production scale in line with the development trend and provide customers with the best quality and solutions.

3. Green Unitech, Environmental Sustainability

Unitech is engaged in ESG action under the 3 fundamental principles of “Green, Friendly, Innovation” in conjunction with its management mechanisms and integrity stance to allow for the balanced development of operation performance, environmental sustainability and social inclusiveness. Unitech will seek to upgrade its environmental protection and value chain management capacity through R&D and innovation in the future. Further to the quest for the best interest of the shareholders and stakeholders in wealth and value creation, Unitech will align with the ESG development trend, and proceed with the ESG action plan to perform its corporate social responsibility in its entirety.

Looking ahead to 2023, Unitech will continue to fortify its value chain with the mindset of integrity and sustainability, and will positively keep abreast of the market trend and opportunities for development to achieve the vision and goal of the Company.

May I ask for your care and support of Unitech as was in the past, and continue to give our management team encouragement and idea.

Chairman: President: Chief Accounting Officer:

Attachment II

Audit Committee Review Report

For approval

The Board of Directors of Unitech Printed Circuit Board Corp. has prepared the financial statement for the period of 2022 (including consolidated financial statements), which the CPAs of KPMG Taiwan have audited. We have reviewed these financial statements and the business report, and confirm that all were properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby issue this Review Report for your approval.

Annual General Meeting 2023

Unitech Printed Circuit Board Corp. Convener of Audit Committee: Hsu Wen-Hsing

March 3, 2023

Audit Committee Review Report

For approval

The Board of Directors, Unitech Printed Circuit Board Corp., has prepared the 2022 earnings distribution proposal. We, the Audit Committee, have reviewed the proposal, and confirm that it was properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby issue this Review Report for your approval.

Annual General Meeting 2023

Unitech Printed Circuit Board Corp. Convener of Audit Committee: Hsu Wen-Hsing

May 3, 2023

Attachment III

Independent Auditors’ Report

To the Board of Directors of Unitech Printed Circuit Board Corporation:

Opinion

We have audited the financial statements of Unitech Printed Circuit Board Corporation(“the Company”), which comprise the balance sheets as of December 31, 2022 and 2021, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

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

Impairment assessment on non-financial assets

Please refer to note 4(m) “Summary of Significant Accounting Policies- Impairment of non-financial assets”, Note 5 (b) “Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Impairment Assessment on non-financial Assets”, and note 6 (g), (h) and (i) “Description of Estimation of impairment of non-financial assets”.

Description of key audit matter:

The Company’s overall operation was affected by the epidemic, resulting in a risk which the impairment loss of non-financial assets and the recoverable amount of assets may be lower than the carrying value of assets. The valuation of the impairment loss of assets that are based on the cash flow in the future is subject to the management’s judgement. As a result, we need to evaluate the adequacy of the valuation. Therefore, the impairment assessment on non-financial assets is one of the key audit matters for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: Assessing the methodology and assumption used by management to determine whether the assets are impaired. Conducting retrospective testing to compare the historical forecast cash flows with actualities to find out if there is the significant difference. Performing sensitivity analysis for the key assumptions which are used in the impairment model with reference to historical forecast cash flows. Consulting with our internal valuation specialist to evaluate the appropriateness of the weighted average cost of capital applied.

2. Valuation of Inventories

Please refer to note 4 (g) “Summary of Accounting Policies- Inventories”, note 5 (a) “Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Valuation of inventories”, and note 6 (e) “Situation of allocate the impairment of inventories”.

Description of key audit matter:

Inventories are measured by the lower of cost and net realizable value accounting. Due to the rapid change of terminal product market, the clients’ intention about placing and changing orders for products could be affected. Furthermore, the rapid change also resulted in a risk in which the carrying value of inventories may be higher than its net realizable value, and caused the obsolete stock. Therefore, the valuation of inventories is one of the key audit matters for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: Evaluating the rationality of the policy of making provision to inventories impairment, evaluating the assumption of allowance for inventory valuation of the authorities, and the situation of obsolescence of inventory that has happened in prior periods; confirming whether the Company has undertaken the inventory valuation based on the policy; inspecting the inventory aging report and analyzing the difference in the inventory aging in comparison to prior periods. Understanding and evaluating the management’s judgment on the calculation of the net realizable value; testing the appropriateness of the inventory valuation, evaluating the management's calculations of allowance for inventory loss to ensure their appropriateness and considering the adequacy of the Company’s disclosures in allowance for inventory valuation.

Other Matter

Part of the Company’s investee companies were accounted for by using the equity method based on its financial statements which were audited by other auditors. Our opinion, insofar as it relates to the Company’s investee companies are based solely on the report of other auditors. As of December 31, 2022 and 2021, the total assets of investee companies which constituted 5.14% and 6.26% of the Company’s total assets, respectively. For the years ended December 31, 2022 and 2021, the profit or loss of subsidiaries and affiliated companies accounted for by using the equity method which constituted 0.77% and (23.88)% of the income which the Company recognized before income tax, respectively.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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 Company’s internal control.
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Chuang Chun Wei and Hsu Ming Fang.

KPMG

Taipei, Taiwan (Republic of China) March 3, 2023

3-1

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Balance Sheets December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar)

December 31, 2022 Amount % $ 398,244 2 3,954,482 20 20,375 - 36,858 - 174,499 1 290 - 2,182,430 11 53,948 - 3,750 - 10,702 -	December 31, 2022	December 31, 2022	December 31, 2022
	Amount	%	Amount
	5,803,246 29 5,111,524 26
	3,106,820 15 4,131,500 21 171,517 1 174,534 1 228,988 1 309,785 2 194,463 1 161,693 1
6,835,578 34
561,000 3 4,983,877 25 7,053,833 35 297,216 1 138,070 1 254,108 1 28,211 - 69,838 - 7,666 -
	3,701,788 18 4,777,512 25
	9,505,034 47 9,889,036 51
	6,694,072 33 6,194,072 32
	3,037,149 15 2,833,418 15
	306,606 2 306,606 2 413,712 2 386 -
13,393,819 66
	720,318 4 306,992 2
	66,843 - 33,030 - 443,927 2 306,303 1 (237,946) (1) (180,238) (1) - - (334) -
	272,824 1 158,761 -
	10,724,363 53 9,493,243 49
$ 20,229,397 100	$ 20,229,397 100 19,382,279 100

3-2

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar , Except for Earnings Per Common Share)

2022	% 100 89	2021	% 100 104
Amount $ 16,288,942 14,514,524		Amount 11,869,456 12,328,824
1,774,418	11	(459,368)	(4)
1,368,391 58,062 (20,867)	9 - -	1,128,547 64,470 12,467	10 - -
1,405,586	9	1,205,484	10
368,832	2	(1,664,852)	(14)
3,635 65,088 177,298 (98,358) (80,294) -	- - 1 - - -	397 41,248 (3,342) (85,155) 1,383,494 (26,194)	- - - (1) 12 -
67,369	1	1,310,448	11
436,201 22,875	3 -	(354,404) (112,287)	(3) (1)
413,326	3	(242,117)	(2)
(59,674) 108,800 30,790	- - -	3,066 78,100 (752)	- 1 -
79,916	-	80,414	1
33,813	-	(9,158)	-
33,813	-	(9,158)	-
113,729	-	71,256	1
$ 527,055	3	(170,861)	(1)
$	0.65		(0.39)
$	0.65

3-3

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar)

Ordinary shares		Retained earnings	Retained earnings		Totalother	equityinterest
	Legal reserve	Special reserve	Unappropriated retained earnings	Exchange differences on translation of foreign financial statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income	Gains (losses) on remeasurements of defined benefit	The remuneration ofemployees
$ 6,194,072 2,843,140 306,606 174,327 64,399 41,694 232,996 (182,812) (2,622) 9,671,800
- - - - (242,117) - - - - (242,117) - - - - - (9,158) 78,100 2,314 - 71,256
- - - - (242,117) (9,158) 78,100 2,314 - (170,861)
- - - (174,327) 174,327 - - - - - - 337 - - - - - - - 337 - (12,692) - - - - - - 2,233 (10,459) - 2,633 - - - 494 (1,016) 260 55 2,426 - - - - 3,777 - (3,777) - - -
6,194,072 2,833,418 306,606 - 386 33,030 306,303 (180,238) (334) 9,493,243 - - - - 413,326 - - - - 413,326 - - - - - 33,813 137,624 (57,708) - 113,729
- - - - 413,326 33,813 137,624 (57,708) - 527,055
- (19) - - - - - - 334 315 500,000 203,750 - - - - - - - 703,750
$ 6,694,072 3,037,149 306,606 - 413,712 66,843 443,927 (237,946) - 10,724,363

3-4

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar)

Cash flows from operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Interest expense Interest revenue Share-based payment transactions Share of loss (profit) associates accounted for using equity method Loss on disposal of property, plan and equipment Gain on disposal of investments accounted for using equity method Impairment loss on non-financial assets Other items Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Accounts receivable Accounts receivable-related parties Other receivable Other receivable-related parties Inventories Prepayments Other current assets Other financial assets-current Accounts payable Accounts payable-related parties Other payable Other payable- related parties Other current liabilities Net defined benefit liabilities Total changes in operating assets and liabilities Total adjustments	2022 $ 436,201 1,175,294 24,922 (20,867) 98,358 (3,635) 5,500 80,294 3,616 - - 868	2021 (354,404) 1,199,969 18,866 12,467 85,155 (397) - (1,383,494) 195 (8,324) 26,194 21,480
	1,364,350	(27,889)
	(350,982) (16,999) (5,937) (173,905) (532,961) (6,585) - 384 (118,461) 342,785 83,694 (5,624) 39,417 (26,904)	(8,236) (1,407) (30,921) (23) (194,557) 23,813 3,638 48,036 (432,983) 123,957 (153,563) 1,479 (137) (47,964)
	(772,078)	(668,868)
	592,272	(696,757)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar)

Cash inflow generated from (used in) operations Interest received Interest paid Income taxes paid (refund) Net cash flows from (used in) operating activities Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Decrease in other non-current assets Dividends received Net cash flows from investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase (decrease) in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Capital increase by cash Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2022 1,028,473 3,635 (97,604) 110	2021 (1,051,161) 397 (84,870) (9,538)
	934,614	(1,145,172)
	- (94,842) - (602,482) 1,653 (17,649) (49,407) 145 82,000	67,956 - 51,715 (452,625) 320 9,423 (21,299) 1,576 -
	(680,582)	(342,934)
	7,108,120 (6,792,185) - 1,430,000 (2,447,560) (133,299) 698,250	5,029,163 (4,790,648) (69,991) 1,900,000 (914,500) (122,665) -
	(136,674)	1,031,359
	117,358 280,886	(456,747) 737,633
	$ 398,244	280,886

3-5

Independent Auditors’ Report

To the Board of Directors of Unitech Printed Circuit Board Corporation:

Opinion

We have audited the consolidated financial statements of Unitech Printed Circuit Board Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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.

1. Estimation of impairment of non-financial assets

Please refer to note 4(m) “Summary of Significant Accounting Policies- Impairment of non -financial assets”, Note 5 (b) “Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Impairment Assessment on non-financial Assets”, and note 6(h), (i) and (j) “Description of Estimation of impairment of non-financial assets”.

Description of key audit matter:

The Group’s overall operation was affected by the epidemic, resulting in a risk which the impairment loss of non-financial assets and the recoverable amount of assets may be lower than the carrying value of assets. The valuation of the impairment loss of assets that are based on the cash flow in the future is subject to the management’s judgement to evaluate the adequacy of the valuation. Therefore, the impairment assessment on non-financial assets is one of the key audit matters for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included：Conducting retrospective testing to compare the historical forecast cash flows with actualities to find out if there is the significant difference. Performing sensitivity analysis for the key assumptions. Consulting with our internal valuation specialist to evaluate the appropriateness of the weighted average cost of capital applied.

2. Valuation of Inventories

Please refer to note 4 (h) “Summary of Accounting Policies- Inventories”, note 5 (a) “Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Valuation of inventories”, and note 6 (f) “Situation of allocate the impairment of inventories”.

Description of key audit matter:

Inventories is measured by the lower cost and net realizable value accounting. Due to the rapid change of terminal product market, the clients’ intention about placing and changing orders for products could be affected. Furthermore, it also resulted in a risk in which the carrying value of inventories may be higher than its net realizable value and caused the obsolete stock. Therefore, the valuation of inventories is one of the key audit matters for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: Evaluating the rationality of the policy of making provision to inventories impairment, evaluating the assumption of allowance for inventory valuation of the authorities, and the situation of obsolescence of inventory that has happened in prior periods; confirming whether the Group has undertaken the inventory valuation based on the policy; inspecting the inventory aging report and analyzing the difference in the inventory aging in comparison to prior periods. Understanding and evaluating the management' s judgment on the calculation of the net realizable value; testing the appropriateness of the inventory valuation, evaluating the management's calculations of allowance for inventory loss to ensure their appropriateness and considering the adequacy of the Company's disclosures in allowance for inventory valuation.

Other Matter

Part of the financial statements of subsidiaries that are included in the consolidated financial statements which were audited by other auditors. Our opinion, insofar as it related to the Group's part of subsidiaries are based solely on the report of other auditors. As of December 31, 2022 and 2021, the total assets of subsidiaries which constituted 5.00% and 5.26% of the Group's consolidated total assets, respectively. For the years ended December 31, 2022 and 2021, the net sales of subsidiaries constituted 0.00% and 0.00% of the Group's consolidated net sales, respectively.

The Group’s investee company was accounted for by the equity method based on its financial statements which was audited by other auditors. Our opinion, insofar as it related to the Group's investee company is based solely on the report of other auditors. As of December 31, 2022 and 2021, the total assets of investee company which constituted 4.44% and 4.54% of the Group's consolidated total assets, respectively. For the year ended December 31, 2022 and 2021, the profit and loss of affiliated companies accounted for by using the equity method constituted 0.78% and 92.53% of the income which the Group recognized before tax, respectively.

We have also audited the parent company only financial statements of Unitech Printed Circuit Board Crop. as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.

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

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

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

Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 Group’s internal control.
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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

The engagement partners on the audit resulting in this independent auditors’ report are Chuang, Chun Wei and Hsu, Ming Fung.

KPMG

Taipei, Taiwan (Republic of China) March 3, 2023

3-6

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

Unitech Printed Circuit Board Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1150 Notes receivable, net (notes 6(d), (s)) 1170 Accounts receivable, net (notes 6(d), (s)) 1200 Other receivables, net (note 6(e)) 1210 Other receivables-related parties, net (note 7) 1310 Inventories (note 6(f)) 1410 Prepayments (note 6(i)) 1476 Other financial assets-current (note 8) 1479 Other current assets Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income non-current (note 6(c)) 1550 Investments accounted for using equity method, net (notes 6(g) and 8) 1600 Property, plant and equipment (notes 6(h), 8 and 9) 1755 Right-of-use assets (notes 6(i) and 8) 1780 Intangible assets (note 6(j)) 1840 Deferred tax assets 1915 Prepayments for business facilities (note 9) 1920 Refundable deposits (note 8) 1990 Other non-current assets Total non-current assets	December 31, 2022 Amount % $ 744,162 3 103,462 1 11,289 - 4,335,927 19 66,629 - 675 - 2,720,289 12 95,406 - 3,750 - 11,747 -	December 31, 2021 Amount % 612,449 3 59,073 - 5,510 - 4,106,720 18 72,792 - 594 - 2,378,249 10 85,135 - 4,134 - 11,520 -
	8,093,336 35	7,336,176 31
	670,766 3 1,039,704 4 12,545,734 54 431,614 2 138,070 1 303,376 1 28,211 - 70,910 - 73,022 -	547,536 3 1,047,217 5 13,015,790 57 513,777 3 112,671 - 320,756 1 21,170 - 53,929 - 93,067 -
	15,301,407 65	15,725,913 69

Total assets $ 23,394,743 100 23,062,089 100

December 31, 2022	December 31, 2022	December 31, 2022
Amount	%	Amount
7,784,279 33 6,688,803 30
4,291,133 18 6,234,031 27 171,517 1 174,534 1 228,988 1 309,785 1 194,463 1 161,693 1
4,886,101 21 6,880,043 30
12,670,380 54 13,568,846 60
6,694,072 29 6,194,072 27
3,037,149 13 2,833,418 12
306,606 1 306,606 1 413,712 2 386 -
720,318 3 306,992 1
66,843 - 33,030 - 443,927 2 306,303 1 (237,946) (1) (180,238) (1) - - (334) -
272,824 1 158,761 -
10,724,363 46 9,493,243 40
$ 23,394,743 100 23,062,089 100

3-7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2022	% 100 87	2021	% 100 102
Amount 17,423,501 15,240,742		Amount 13,501,569 13,737,011
2,182,759	13	(235,442)	(2)
1,753,137 142,140 (19,458)	10 1 -	1,617,545 130,554 12,942	12 1 -
1,875,819	11	1,761,041	13
306,940	2	(1,996,483)	(15)
4,140 105,122 191,564 (176,054) 3,379 -	- 1 1 (1) - -	1,613 2,150,529 (6,490) (116,147) 84,570 (26,194)	- 16 - (1) 1 -
128,151	1	2,087,881	16
435,091 21,765	3 -	91,398 333,515	1 2
413,326	3	(242,117)	(1)
(57,708) 137,624	(1) 1	2,314 78,100	- 1
79,916	-	80,414	1
33,813	-	(9,158)	-
33,813	-	(9,158)	-
113,729	-	71,256	1
$ 527,055	3	(170,861)	-
$ 413,326	3	(242,117)	(1)
$ 413,326	3	(242,117)	(1)
$ 527,055	3	(170,861)	-
$ 527,055	3	(170,861)	-
$	0.65		(0.39)
$	0.65

3-8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

			Equity attributable to owners of	Equity attributable to owners of	Equity attributable to owners of	parent	parent			Totalequity
Ordinary shares	Capital surplus		Retained earnings			Totalotherequityinterest			Total equity attributable to owners of parent
					Exchange differences on translation of foreign financial statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income (losses)	Gains (losses) on remeasurements of defined benefit	Unearned employee compensation
		Legal reserve	Special reserve	Unappropriated retained earnings
							(182,812)	(2,622)	9,671,800	9,671,800
- - - - (242,117) - - - - - - - (9,158) 78,100							- 2,314	- -	(242,117) 71,256	(242,117) 71,256
- - - - (242,117) (9,158) 78,100							2,314	-	(170,861)	(170,861)
- - - (174,327) 174,327 - - - 337 - - - - - - (12,692) - - - - - - 2,633 - - - 494 (1,016) - - - - 3,777 - (3,777)							- - - 260 -	- - 2,233 55 -	- 337 (10,459) 2,426 -	- 337 (10,459) 2,426 -
6,194,072 2,833,418 306,606 - 386 33,030 306,303							(180,238)	(334)	9,493,243	9,493,243
- - - - 413,326 - - - - - - - 33,813 137,624							- (57,708)	- -	413,326 113,729	413,326 113,729
- - - - 413,326 33,813 137,624							(57,708)	-	527,055	527,055
- (19) - - - - - 500,000 203,750 - - - - -							- -	334 -	315 703,750	315 703,750
$ 6,694,072 3,037,149 306,606 - 413,712 66,843 443,927							(237,946)	-	10,724,363	10,724,363

3-9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Interest expense Interest revenue Dividend income Share-based payment transctions Share of loss (profit) of associates and joint ventures accounted for using equity method Loss on disposal of property, plan and equipment Gain on disposal of investments accounted for using equity method Net loss (profit) on financial assets or liabilities at fair value through profit or loss Impairment loss on non-financial assets Other items Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivable Other receivable-related parties Inventories Prepayments Other financial assets-current Other current assets Accounts payable Other payable Other current liabilities Net defined benefit liability Total changes in operating assets and liabilities Total adjustments	2022 $ 435,091 1,526,606 59,398 (19,458) 176,054 (4,140) (5,837) 5,500 (3,379) 7,934 - (1,926) - 868	2021 91,398 1,407,408 35,710 12,942 116,147 (1,613) (5,306) - (84,570) 6,409 (8,324) (7,549) 26,194 21,480
	1,741,620	1,518,928
	(5,779) (209,749) 6,163 (81) (342,040) (10,271) 384 (227) (345,222) (33,176) 47,979 (26,903)	412 (116,917) 355,368 (23) (420,434) 46,950 48,036 2,852 (265,637) (308,983) (674,681) (47,964)
	(918,922)	(1,381,021)
	822,698	137,907

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Decrease (increase) in other non-current assets Dividends received Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Capital increase by cash Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2022 1,257,789 4,140 5,837 (168,896) (26,764)	2021 229,305 1,613 5,306 (215,245) (476,270)
	1,072,106	(455,291)
	- (487,300) 444,586 - (827,039) 3,299 (16,981) (49,407) (15,345) 34,636	118,715 (1,502,910) 1,451,377 51,715 (862,443) 3,220 12,991 (21,299) 1,722 -
	(913,551)	(746,912)
	11,346,747 (11,037,821) - 1,638,942 (2,621,552) (133,299) 698,250	8,409,366 (7,769,480) (69,991) 2,221,721 (1,894,375) (122,665) -
	(108,733)	774,576
	81,891	(25,136)
	131,713 612,449	(452,763) 1,065,212
	$ 744,162	612,449

Attachment IV

Report on the Implementation of the 2022 Stable Business Plan for Cash Capital Increase Through Issuance of Ordinary Shares

The comparison between the Company’s 2022 figures and the estimated ones in the stable business plan is as follows. The Company’s operating revenue, gross profit, net operating income, and pretax net income have all reached the estimates in the stable business plan, and the achievement is excellent.

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Unit: NT$ thousand
2022 2022
Item Difference Achievement (%)
Estimated figure Actual figure
Revenue 16,795,627 17,423,501 627,874 103.74%
Cost of operation 15,709,942 15,240,742 (469,200) 97.01%
Gross profit 1,085,685 2,182,759 1,097,074 201.05%
Operating expense 1,752,396 1,875,819 123,426 107.04%
Operating income
(666,711) 306,940 973,651 146.04%
(loss)
Non-operating
income and (20,015) 128,151 148,166 740.27%
expenses
Net income (loss)
(686,726) 435,091 1,121,817 163.36%
before tax
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The funds raised from the ordinary shares issued for the cash capital increase in 2022 have all been used up in the first quarter of 2023. The comparison of the achievement rates of the Company's amount used in the first quarter of 2023 and the budgeted amount in a sound business plan is as follows: The Company's business performance in the first quarter of 2023 was not as good as expected, mainly due to the poor macroeconomic performance and seasonal factors, so the rates should be reasonable.

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Unit: NT$ thousand
Q1 of 2023 Q1 of 2023 Achievement rate
Item Difference
Estimated figure Actual figure (%)
Revenue 4,272,860 3,462,899 (809,961) 81.04%
Cost of operation 3,997,747 3,376,330 (621,417) 84.46%
Gross profit 275,113 86,569 (188,544) 31.47%
Operating expense 427,286 410,248 (17,038) 96.01%
Operating income
(152,173) (323,679) (171,506) (212.70%)
(loss)
Non-operating
income and (25,000) (65,555) (40,555) (262.22%)
expenses
Net income (loss)
(177,173) (389,234) (212,061) (219.69%)
before tax
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Attachment V

Mapping of “Parliamentary Procedure for Shareholders Meeting” before and after amendment

Article number		Provisions after amendment		Provisions before amendment	Reason for amendment
Article II		II. The Company shall prepare a sign- in registry for the Shareholders to sign in for attendance at the meeting. Shareholders may present the Attendance Pass in lieu of signing in for attendance. The number of shares represented in the meeting shall be based on the number of shares as specified in the Attendance Pass. The time at which shareholders’sign- in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location place shall be clearly marked and staffed with a sufficient number of suitable personnel. When the shareholders’meeting is convened by video conference, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders’meeting in person. If a shareholders’meeting is convened by video conference, shareholders, solicitors, or proxies who wish to attend by video conference should register with the Company two days prior to the shareholders’meeting. If a shareholders’meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting.		The Company shall prepare a sign-in registry for the Shareholders to sign in for attendance at the meeting. Shareholders may present the Attendance Pass in lieu of signing in for attendance. The number of shares represented in the meeting shall be based on the record of the~~sing-in~~ ~~registry or~~the number of shares as specified in the attendance pass.	I. To simplify the counting of the number of shares represented by shareholders present at a shareholders’ meeting, the counting of the number of shares in the sing- in registry is deleted, and paragraph 1 is amended. II. To clearly specify the time for accepting shareholder’ sign-in, paragraph 2 is added. III. As the Company, the stock affairs agency, and those who are entrusted to hold a video conference need to have appropriate time to handle video conference affairs, it is stipulated that shareholders, solicitors, or proxies who intend to participate in a shareholders’ meeting by video conference should register with the Company no later than two days before the meeting, so paragraph 3 is added. IV. In response to the fact that publicly listed companies can hold a shareholders’ meeting by video conference, when the Company holds a shareholders’ meeting by video conference, shareholders can participate in the meeting by video conference and can also refer to the meeting handbook and supplementary materials on the day of the shareholders’ meeting, so paragraph 4 is added.
Article III		The attendance and votes in the shareholders meetingshall be counted by shares represented. One vote shall be assigned to each share unless the law specifies otherwise.The number of shares in attendance shall be counted according to the number of shares whose voting rights are exercised in writing or by electronic means, and the shares indicated in the attendance pass handed in by shareholders and the sign-in record on the video conferencing platform. Those who exercise their voting rights in writing or by electronic means		The attendance and votes in the shareholders’ meeting~~shall~~be ~~counted~~by shares represented. One vote shall be assigned to each share unless the law specifies otherwise.	I. To include shareholders, solicitors, or proxies participating in a shareholders meeting by video conference in attendance and voting, it is clearly stipulated that shareholders, solicitors, or proxies should log in to the video conference platform and complete the sign-in before they can be included in the total number of shares and voting rights in attendance at the shareholders’ meeting. The Company shall disclose the number of voting rights in attendance on the video conference platform, and shareholders, solicitors, or proxies may watch the shareholders’ meeting broadcast live and may

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without retracting their declaration of ask questions, vote, put forth
intention and participate in the extempore motions or amend the
shareholders’ meeting by video original motion, so paragraph 1 is amended and paragraphs 3 and 4 are
conference shall not exercise their added.
voting rights on the same motions, II. Shareholders who exercise their
propose amendment to the same voting rights by electronic means
without retracting their declaration
motions, or exercise their voting of intention cannot put forth
rights for revised motions, except for amendments to the original
extempore motions. proposals, nor can they exercise
The Company shall, on the day of the their voting rights again. However,
shareholders’ meeting, compile a they can still attend the shareholders’meeting on the day the meeting is
statistical statement in the prescribed held, raise extempore motions on-
format and disclose the number of site, and may exercise voting rights.
shares solicited by the solicitor, the As shareholders can exercise their
voting rights in writing or by
number of shares represented by the electronic means, based on the
proxies, and the number of shares in principle of fair treatment, voting in
attendance in writing or by electronic writing should be carried out in the
means clearly on site at the spirit of the electronic voting rules to
shareholders’ meeting. When a protect shareholders’ rights. Shareholders who have decided to
shareholders’ meeting is convened by exercise their voting rights in
video conference, the Company shall writing or by electronic means
upload the aforementioned without retracting their declaration
of intention may register to
information to the video conference
participate in the shareholders’
platform at least 30 minutes before meeting by video conference shall
the start of the meeting and continue not exercise their voting rights for
to disclose it till the end of the the same motions or revised motions
nor propose amendment to the same
meeting. When a shareholders’ meeting is motions, except for extempore motions, so paragraph 2 is amended.
convened by video conference, when
the meeting is called to order, the total
number of shares in attendance shall
be disclosed on the video conference
platform. The same shall apply if the
total number of voting rights in
attendance is counted during the
meeting.
A shareholders’ meeting shall be held A shareholders’ meeting shall be held I. In view of the various ways in
at the principal place of business of the at the principal place of business of which the Company convenes a
shareholders’ meeting, it is
Company or a place convenient for the the Company or a place convenient stipulated that, except for the
attendance of the Shareholders. The for the attendance of the absence of a meeting place for a
time for the meeting shall range from Shareholders. The time for the shareholders’ meeting by video
9:00 am to 3:00 pm. Full consideration meeting shall range from 9:00 am to conference, for which it is not
shall be given to independent directors’ 3:00 pm. necessary to specify the meeting place in the meeting handbook, the
opinions with respect to the place and meeting place of a shareholders’
time of the meeting. meeting should be disclosed, so
When the Company convenes a paragraph 1 is amended and
shareholders’ meeting by video paragraph 2 is added. II. There is no physical meeting
Article IV conference, it is not subject to the place for a shareholders’ meeting
restriction on the venue of the meeting video conference, but due to
under the preceding paragraph. advanced technology and frequent
When a shareholders’ meeting is deepfake fraud, to ensure that the chair of a shareholders’ meeting
convened by video conference, the chairs the meeting in person and
chair and the minute taker shall be at enhance the connection with the
the same location in Taiwan, and the country, it is stipulated that when
the Company holds a shareholders’
chair shall disclose the address of the
meeting by video conference, the
place when calling the meeting to chair and the minute taker should
order. be at the same place in the
domestic country to enhance the
protection of shareholders’ rights,
so paragraph 3 is added.
The Company shall make an The Company shall make an audio I. In accordance with Article 8 of the
uninterrupted audio and video and video recording of the entire Sample Template for XXX Co., Ltd.
Article VII recordingshareholders of the entire meeting, from ’ sign-in, the meeting proceedings of a shareholdersmeeting and retain the recordings for ’ Rules of Procedure for Shareholders Meetings, paragraph 1 is amended, and the second half of the original
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process, and voting and vote counting. at least one year. first paragraph is renumbered as
The audio and video recording in the paragraph 2.
II. With reference to Article 183 of
preceding paragraph shall be retained the Company Act and Article 18 of
for at least one year. If, however, a the Regulations Governing
shareholder files a lawsuit pursuant to Procedure for Board of Directors
Article 189 of the Company Act, the Meetings of Public Companies, it is
stipulated that a company shall keep
recording shall be retained until the records of shareholders’ registration,
conclusion of the litigation. sign-in, questions raised, and voting
If a shareholders’ meeting is convened and the vote counting results and
by video conference, the Company retain the records, while making an
shall keep records of shareholders’ uninterrupted audio and video recording of the entire video
-
registration, sign in, questions raised, conference, retaining the recording
and voting, and the vote counting during the company’s existence, and
results and retain the records, while providing it to those who are
entrusted to handle the video
making an uninterrupted audio and conference affairs for storage, so
video recording of the entire video paragraphs 3 and 4 are amended.
conference. III. If there is a dispute over the
The above-mentioned materials and convening of the shareholders’
meeting, a shareholder may, in
audio and video recordings shall be accordance with Article 189 of the
properly kept by the Company during Company Act, file a complaint to the
the period of its existence, and the court to revoke its resolution, and
audio and video recordings shall be the judicial authority may ask
those who are entrusted to handle
provided to those who are entrusted to the video conference affairs to
handle the video conference affairs for provide relevant materials, so it is
storage. clearly stipulated that they should
Those entrusted to handle the video retain the materials of shareholders’
registration, sign-in, questions
conference affairs shall retain the
raised, and voting, and the vote
materials and audio and video counting results for at least three
recordings in the preceding paragraph years and the audio and video
after the shareholders’ meeting for the recordings of the video conference
provided by the Company for at
1. The materials of shareholdersnumber of years specified below: ’ least one year; and that they should retain such materials until the
registration, sign-in, questions raised, conclusion of a litigation, if any, so
and voting, and the vote counting paragraph 5 is added.
IV. If there is a dispute over the
results shall be retained for at least
convening of the shareholders’
three years. If, however, a shareholder meeting, a shareholder may, in
files a lawsuit pursuant to Article 189 accordance with Article 189 of the
of the Company Act, the recording Company Act, file a complaint to the
court to revoke its resolution, and
shall be retained until the conclusion of
the judicial authority may ask
the litigation. those who are entrusted to handle
2. The audio and video recordings of the video conference affairs to
the video conference provided by the provide relevant materials, so it is
clearly stipulated under paragraph 3
Company shall be retained for at least that they should retain the materials
one year. If, however, a shareholder of shareholders’ registration, sign-in,
files a lawsuit pursuant to Article 189 questions raised, and voting, and the
of the Company Act, the recording vote counting results for at least
three years and the audio and video
shall be retained until the conclusion of
recordings of the video conference
the litigation. provided by the Company for at
least one year; and that they should
retain such materials until the
conclusion of a litigation, if any, so
paragraph 5 is added.
(Paragraphs 1–3 are omitted.) (Paragraphs 1–3 are omitted.) The number of questions raised by
If a shareholders’ meeting is each shareholder for each motion
should not exceed two, each
convened by video conference, question should not exceed 200
shareholders who participate by video words, so paragraph 4 is added.
conference may ask questions in text
on the video conference platform after
Article X
the chair calls the meeting to order
and before the chair declares the
meeting adjourned. The number of
questions raised by each shareholder
for each motion shall not exceed two,
each question shall be limited to 200
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	words, and the provisions of the preceding paragraph shall not apply.	words, and the provisions of the preceding paragraph shall not apply.
Article XV	(Paragraphs 1–2 are omitted.) When a shareholders’meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations, and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned. (Paragraphs 1–2 are omitted.)		To keep shareholders participating in a shareholders’ meeting by video conference informed of the results of voting on various proposals or any election immediately, it is stipulated that after the vote counting for each proposal or election is completed, the Company shall make a record of the such information and upload it to the video conference platform immediately, so paragraph 3 is added.
Article XVII	(Paragraphs 1–2 are omitted.) When a shareholders’meeting is convened by video conference,after the chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced. (Paragraphs 1–2 are omitted.)		To let shareholders, solicitors, and proxies understand the voting method, time, vote counting method, and the voting or election results, when the Company holds a shareholders’ meeting by video conference, after the chair declares the voting closed, vote counting should be conducted at one go and the voting or election results should be announced, so paragraph 3 is added.
Article XX	XX. In the event of a force majeure event in the middle of a shareholders’	(This article is newly added.)	I. In the event of a force majeure event in the middle of a shareholders’ meeting, the chair is delegated to declare the meeting suspended or adjourned and announce the time for the resumption of the meeting or the resumption of the meeting in five days by the resolution of the shareholders’ meeting, so paragraph 1 is added. II. When the Company holds a shareholders’ meeting by video conference, if a natural disaster, an accident, or a force majeure event obstructed the video conference platform or the participation in the video conference, and the meeting cannot be held or resumed, the Company should hold another shareholders’ meeting or resume the meeting as soon as possible, to protect shareholders’ rights, so it is clearly stipulated that such a meeting should be postponed or resumed in five days. In addition, as the disconnection issue of a video conference is often unpredictable, it is clearly stipulated that Article 182 of the Company Act that it shall only be conducted by the resolution of the shareholders’ meeting shall not apply, so paragraph 2 is added. III. As the postponed or resumed shareholders’ meeting is identical to the original shareholders’ meeting, and shareholders who have not registered to participate in the meeting have given up the right to participate in the meeting, they may not participate in the meeting postponed or resumed, so paragraph 3 is added. IV. As the postponed or resumed shareholders’ meeting is identical to the original shareholders’ meeting, for shareholders, solicitors, and proxies who have registered to participate in the original shareholders’meeting and have
	meeting, the chair may declare the meeting suspended or adjourned and announce the time for the resumption
	of the meeting depending on the situation or the resumption of the meeting in five days without notice or
	announcement by the resolution of the
	shareholders’meeting. When a shareholders’meeting is convened by video conference, the chair shall, when calling the meeting to
	order, announce that there is no need for postponement or resumption of the
	meeting as stipulated in Article 44-20
	of the Regulations Governing the Administration of Shareholder Services of Public Companies; that the
	meeting shall be postponed or resumed
	within five days due to any force majeure events that have obstructed the video conference platform or the participation in the video conference for 30 minutes or more before the chair
	declares the meeting adjourned; that Article 182 of the Company Act shall
	not apply. In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders’meeting by video conference shall not participate in the
	meeting postponed or resumed. When a meeting shall be postponed or
	resumed under paragraph 2, if shareholders who have registered to participate in the original shareholders’

	meeting by video conference and have		completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders’ meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the meeting postponed or resumed,so paragraph 4 is added. V. When such a meeting cannot be continued due to obstacles and should be postponed or resumed, if the voting and vote counting are completed and the voting results or the list of elected directors or supervisors is announced at the original meeting, the resolution should be regarded as completed, and there is no need to discuss and vote on it again, so as to reduce the time and cost of a meeting resumed, so paragraph 5 is added. VI. As a physical shareholders’ meeting, supplemented by a video conference, can be held physically and virtually, if a natural disaster, an accident, or a force majeure event obstructs the video conference platform or the participation in the video conference, as there is still a physical shareholders’ meeting going on, if number of shares represented by shareholders present at the video conference is deducted and the number of the remaining shares in attendance still reaches that specified in law, the shareholders’ meeting should continue without a need to postpone or resume the meeting in accordance with paragraph 1. Paragraph 6 is added. VII. Where a physical shareholders’ meeting, supplemented by a video conference, is held, when the physical shareholders’ meeting should continue due to an event under paragraph 3, to avoid undermining the rights of shareholders who participated in the meeting by video conference as when they are unable to continue to participate in the shareholders’ meeting, their voting rights in attendance will be deducted, it is stipulated that the number of shares represented by shareholders participating in the shareholders’ meeting by video conference should still be included in the total number of shares in attendance. As the votes cast on the video conference platform may not be able to be counted in real-time, to ensure the successful completion of the physical shareholders’ meeting, it is stipulated that the shareholders, solicitors, and proxies participating in the meeting by video conference should be deemed to have waived their voting rights, so paragraph 7 is added.
	completed the registration but fail to participate in said meeting, the number
	of shares in attendance and the voting
	rights and voting rights for elections exercised at the original shareholders’
	meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights
	for elections at the meeting postponed
	or resumed. When a shareholders’meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes
	have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again. When the Company convenes a shareholder’s meeting, supplemented
	by a video conference, if the video conference cannot continue as under paragraph 2, after the number of shares
	in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’meeting reaches
	the number as required by law, the shareholders’meeting shall continue. There is no need to postpone or resume
	the meeting in accordance with paragraph 2. When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders’ meeting.

Attachment VI

Table of the Operating Procedures for Endorsements and Guarantees Before and After Amendment

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Article Reason for
After amendment Before amendment
number amendment
Article IV Party endorsed/guaranteed Party endorsed/guaranteed
I. The Company may provide I. A company with which the Company
endorsements/guarantees to the following does business.
companies: II. A company in which the Company
(I) A company with which the directly and indirectly holds more than
Company does business. 50 percent of the voting shares.
(II) A company in which the Company III. A company that directly and indirectly
directly and indirectly holds more holds more than 50 percent of the voting
than 50 percent of the voting shares in the Company. Companies in
shares. which the Company holds, directly or
(III) A company that directly and indirectly, 90% or more of the voting
indirectly holds more than 50 shares may provide
percent of the voting shares in the endorsements/guarantees to each other,
Company. and the amount of
II. Companies in which the Company holds, endorsements/guarantees may not
directly or indirectly, 90% or more of the exceed 10% of the net worth of the
voting shares may provide Company; however, this restriction shall
endorsements/guarantees to each other, not apply to endorsements/guarantees
and the amount of endorsements/ provided between companies, in which
guarantees may not exceed 10% of the net the Company holds, directly or
worth of the Company; however, this indirectly, 100% of the voting shares.
restriction shall not apply to IV. Where the Company fulfills its
endorsements/guarantees provided contractual obligations by providing
between subsidiaries at home or abroad, mutual endorsements/guarantees to
in which the Company holds, directly or another company in the same industry or The text is
indirectly, 100% of the voting shares. for joint builders for purposes of amended as
III. Where the Company fulfills its undertaking a construction project, or appropriate.
contractual obligations by providing where all capital contributing
mutual endorsements/guarantees to shareholders provide endorsements/
another company in the same industry or guarantees to their common investee in
for joint builders for purposes of proportion to their shareholdings, or
undertaking a construction project, or where companies in the same industry
where all capital contributing provide among themselves joint and
shareholders provide endorsements/ several security for a performance
guarantees to their common investee in guarantee of a sales contract for pre-
proportion to their shareholdings, or construction homes pursuant to the
where companies in the same industry Consumer Protection Act for each other,
provide among themselves joint and such endorsements/guarantees may be
several security for a performance made free of the restriction of the
guarantee of a sales contract for pre- preceding subparagraph.
construction homes pursuant to the Capital contribution referred to in the
Consumer Protection Act for each other, preceding paragraph shall mean capital
such endorsements/guarantees may be contribution directly by the Company or
made free of the restriction of the through a company in which the
preceding subparagraph. Company holds 100% of the voting
VI. Capital contribution referred to in the shares.
preceding paragraph shall mean capital
contribution directly by the Company or
through a company in which the
Company holds 100% of the voting
shares.
Article VI Decision-making and delegation hierarchy Decision-making and delegation hierarchy It is amended
Before providing a endorsement/guarantee to Before providing a endorsement/guarantee to according to the
another party, the Company shall carefully another party, the Company shall carefully actual operating
procedures.
evaluate whether it is in compliance with the evaluate whether it is in compliance with the
Procedures. The evaluation results under Procedures. The evaluation results under
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		Article 9, paragraph 1 shall be submitted to and approved by the resolution of the Audit Committee and the Board of Directors before proceeding. If it fails to be approved by half or more of all members of the Audit committee, it may be adopted with the consent of two-thirds or more of all directors, and the resolution adopted by the Audit Committee shall be recorded in the board meeting minutes. The Chairman shall be delegated by the Board of Directors to make a decision when an amount is 30% of the Company’s net worth for the period and then report to the soonest board meeting for retroactive ratification, and the handling situation and relevant matters shall be reported to the shareholders’ meeting for reference. When a subsidiary, in which the Company holds, directly or indirectly, 90% or more of the voting shares, provides endorsements/guarantees to another entity under Article 4, subparagraph 2, it shall be submitted to the Board of Directors of the Company for resolution before proceeding. however, this restriction shall not apply to endorsements/guarantees provided between companies, in which the Company holds, directly or indirectly, 100% of the voting shares. Where the Company intends to provide endorsements/guarantees to another entity, it shall take into full consideration each independent director’s opinions, and their clear opinions of approval or disapproval and the reasons for their disapproval shall be recorded in the board meeting minutes.	Article 9, paragraph 1 shall be submitted to and approved by the resolution of the Audit Committee and the Board of Directors before proceeding. If it fails to be approved by half or more of all members of the Audit committee, it may be adopted with the consent of two-thirds or more of all directors, and the resolution adopted by the Audit Committee shall be recorded in the board meeting minutes. The Chairman shall be delegated by the Board of Directors to make a decision when an amount is 30% of the Company’s net worth for the period and then report to the soonest board meeting for retroactive ratification, and the handling situation and relevant matters shall be reported to the shareholders’ meeting for reference. Where the Company has appointed independent directors and intends to provide endorsements/guarantees to another entity, it shall take into full consideration each independent director’s opinions, and their clear opinions of approval or disapproval and the reasons for their disapproval shall be recorded in the board meeting minutes.
Article 13		Implementation and amendment The Procedures shall be implemented after being approved by the Audit Committee and the Board of Directors and submitted to and approved by the shareholders’ meeting. If any director expresses dissent, specified in a record or a written statement, the Company shall submit the dissent to the shareholders’ meeting for discussion. The same shall apply to any amendment thereto. In addition, where the Company has appointed independent directors, when it submits the Procedures to the Board of Directors under the preceding paragraph, the Board of Directors shall take into full consideration each independent director’s opinion. If an independent director expresses any dissent or reservation, it shall be recorded in the board meeting minutes. Where the Company does not intend to provide endorsements/guarantees to others, it may be exempted from formulating such procedures after reporting to the Board of Directors for approval. If it intends to provide endorsements/guarantees to others later,it shallstillproceedinaccordance with	Implementation and amendment The Procedures shall be implemented after being approved by the Audit Committee and the Board of Directors and submitted to and approved by the shareholders’ meeting. If any director expresses dissent, specified in a record or a written statement, the Company shall submit the dissent to the shareholders’ meeting for discussion. The same shall apply to any amendment thereto. In addition, where the Company has appointed independent directors, when it submits the Procedures to the Board of Directors under the preceding paragraph, the Board of Directors shall take into full consideration each independent director’s opinion. If an independent director expresses any dissent or reservation, it shall be recorded in the board meeting minutes. Where the Company does not intend to provide endorsements/guarantees to others, it may be exempted from formulating such procedures after reporting to the Board of Directors for approval. If it intends to provide endorsements/guarantees to others later, it shallstillproceedinaccordance withthe	Reason for date

the preceding paragraph. preceding paragraph. Where the Company has established an Audit Where the Company has established an Audit Committee, when it adopts or amends the Committee, when it adopts or amends the Procedures, it shall be approved by one-half Procedures, it shall be approved by one-half or more of all Audit Committee members or more of all Audit Committee members and and then submitted to the Board of Directors then submitted to the Board of Directors for for resolution. resolution. If the matter in the preceding paragraph fails If the matter in the preceding paragraph fails to be approved by half or more of all to be approved by half or more of all members of the Audit committee, it may be members of the Audit committee, it may be adopted with the consent of two-thirds or adopted with the consent of two-thirds or more of all directors, and the resolution more of all directors, and the resolution adopted by the Audit Committee shall be adopted by the Audit Committee shall be recorded in the board meeting minutes. recorded in the board meeting minutes. All members of the Audit Committee and all All members of the Audit Committee and all directors referred to in the preceding directors referred to in the preceding paragraph shall be those who are in office. paragraph shall be those who are in office. Amended for the last time on June 15, 2023. Amended for the last time on ~~November 14, 2022.~~

Appendix I

Unitech Printed Circuit Board Corp. Parliamentary Procedure for Shareholders Meeting (before amendment)

I. Shareholders Meeting of the Company shall be governed by This Procedure unless the law specified otherwise.
II. The Company shall prepare a sign-in registry for the Shareholders to sign in for attendance at the meeting. Shareholders may present the Attendance Pass in lieu of signing in for attendance. The quantity of shares represented in the meeting shall be based on the record of the sing-in registry or the quantity of shares as specified in the Attendance Pass.
III. The attendance and votes in the Shareholders Meeting shall be counted by shares represented. One vote shall be assigned to each share unless the law specifies otherwise.
IV. Shareholders Meeting shall be held at the principal place of business of the Company or a place convenient for the attendance of the Shareholders. The time for the meeting shall range from 9:00 am to 3:00 pm.
V. The Chairman shall act as the Presiding Officer for sessions of Shareholders Meeting called for by the Board. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act on behalf of and in the name of the Chairman. If there is no Vice Chairman, or in the absence of the Vice Chairman due to leave or for whatever reasons, the Chairman shall appoint one Executive Director to act as the proxy. If there is no seat for Executive Director, one Director shall be appointed to act as the proxy. If the Chairman has not appointed any Director to act as the proxy, the Executive Directors shall nominate one among themselves to act as the proxy for the Chairman. If the session of Shareholders Meeting is called for by other parties entitled to call for the session, the party who called for the session shall act as the Presiding Officer.
VI. The Company may appoint the commissioned lawyers, certified public accountants or related personnel to attend the Shareholders Meeting as observers.
The service staff in the Shareholders Meeting shall wear an ID badge or arm badge for identification.
VII. The Company shall voice record or videotape the entire proceedings of the Shareholders Meeting and keep the record for at least one year.
VIII. The Presiding Officer shall announce for the beginning of the session at the scheduled time and announce the shares bearing no voting rights and the quantity of shares represented by shareholders in session. The Presiding Officer shall announce the postponement of the meeting if the attendance of shareholders cannot represent more than half of the outstanding shares for up to two times, and the total time lapse shall not be more than 1 hour. If postponement of the meeting has been announced twice and the Shareholders in session can represent more than one-third of the outstanding shares, a provisional decision shall be made pursuant to Paragraph 1 under Article 175 of the Company Act.
Prior to the adjournment of the meeting for this instance, and if the Shareholders in session can represent more than half of the outstanding shares, the Presiding Officer shall make a provisional decision and refer to the new General Meeting of Shareholders pursuant to Article 174 of the Company Act.
IX. The Board shall prepare the agenda for Shareholders Meeting called by the Board, and shall proceed in accordance with the agenda. The meeting shall be unfolded as scheduled in the agenda shall not be modified unless at the approval of the Shareholders Meeting. If the Shareholders Meeting is called by other parties entitled to call for the meeting, the rules mentioned shall govern. The Presiding Officer shall not announce for the adjournment of the meeting before the conclusion of the agenda and the motions are still in proceedings as stated in the agenda (including extemporary motions” unless under the resolution of the shareholders for consent.
After the adjournment of the meeting, Shareholders cannot nominate another Presiding Officer to continue the Shareholders Meeting at the same place or in another place.

If the Presiding Officer acts in defiance of the Procedure and announces an adjournment of the meeting, the Shareholders in session shall vote to appoint another person to act as the Presiding Officer by a simple majority of the votes for consent, and continue the meeting.

X. Shareholders in session shall fill in a message slip to specify the summary of the speech they intend to deliver, the Shareholders Account Number (or Attendance Pass Number), and Account Title. The Presiding Officer shall determine the priority for the Shareholders to express their opinions as stated in the message slip.
Shareholders in session who just present a message slip without delivering the speech shall be construed as no expression of opinion. If the content of the speech is not congruent with the content of the message slip, the content of the speech shall prevail.

There shall be no interference by any other Shareholders when a Shareholder is having the floor for the speech unless at the consent of the Presiding Officer and the Shareholder giving the speech. The Presiding Officer shall stop any of such interference.

XI. Each shareholder may present a speech on the same motion only twice and no more than 5 minutes for each instance unless at the consent of the Presiding Officer. The Presiding Officer shall stop any Shareholders who act in violation of the above rules or the content exceeds the scope of the motion.

XII. For institutional shareholders acting as proxy in the meeting, only one representative may be appointed to attend the meeting.

If a specific institutional shareholder appointed more than 2 representatives to the meeting, only 1 may express an opinion on the same motion.
XIII. After a Shareholder in session has expressed opinion, the Presiding Officer may respond to the query personally or appoint related personnel to respond.
XIV. If the Presiding Officer deems the discussion on a particular motion is adequate for voting, the Presiding Officer shall announce the end of discussion and proceed to voting.
XV. The Presiding Officer shall appoint a number of scrutineers and tallying clerk for tracking the voting on each motion. The scrutineers must also be Shareholders.
The voting result shall be announced on the scene and tracked on record.
XVI. The Presiding Officer may announce a break time when the meeting is in progress.
XVII. Motions shall be passed by a simple majority of the votes cast by the Shareholders in session unless the Company Act and the Articles of Incorporation provide otherwise.
The Presiding Officer may ask for any adverse opinion on a particular motion at the time of balloting. If there is no adverse opinion, it shall be deemed the motion is passed under common consent as if referred to voting.
XVIII. The Presiding Officer shall combine the amendment or substitute for a particular motion with the original motion for setting the priority for voting. If either the amendment, substitute or original motion was passed, it shall be deemed all the others were being passed and further voting is not necessary.
XIX. The Presiding Officer shall command the prefect (or security guards) to keep the order of the meeting place. the prefect (or security guards) shall wear an arm badge marked with the wording “PREFECT” when performing the duties of keeping order of the meeting place.

Appendix II

Unitech Printed Circuit Board Corp.

Chapter I: General Provision Article I: The Company is duly incorporated in accordance with the Company Act bearing the title of UNITECH PRINTED CIRCUIT BOARD CORP.
Article II: The Company is engaged in the following business: I. CC01060 Wired Communication Mechanical Equipment Manufacturing. II. CC01070 Wireless Communication Mechanical Equipment Manufacturing. III. CC01080 Electronics Components Manufacturing. IV. F401010 International Trade. V. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article II - 1: The Company may act as guarantor in favor of other industry peers for business needs. Article II - 2: The investment in other business of the Company is not restricted by the total investment set forth in the Company Act.

The resolution for approval of the Board is required for long-term equity investment.

Article III: The Company is headquartered in New Taipei, and may establish branches at home and abroad in accordance with applicable laws at the approval of the Board where necessary.

Article IV: The Company shall make an announcement in accordance with Article 28 of the Company Act.

Chapter II:	Shares of Stock
Article V:	The Company has a stated capital of NT$8 billion in 800 million shares.
	At NT$10/share. The shares may be offered in tranches by the Board under authorization.
Article VI:	The Company issues registered shares with each share certificate affixed with the signatures or seals of at
	least Three Directors subject to certification under law before offering. The Company may also be exempted
	from preparing a physical share certificate or bundle the offering in several tranches for printing share
	certificates subject to the registration and custody at Taiwan Depository and Clearing Corporation
	registration and custody.

Article VII: The Company shall administer the issuance of shares and investor service in accordance with the Regulations Governing the Administration of Shares by Public Companies promulgated by the competent authority unless the law or other applicable legal rules provide otherwise.
Article VIII: (Deleted) Article IX: (Deleted) Article X: In case of a missing share certificate or for whatever reasons that requires replacement, a handling charge and applicable stamp tax will apply.
Article XI: Particulars inscribed in the Shareholder Roster shall be suspended in the period of 60 days prior to the day scheduled for a regular session of the Shareholders Meeting, or 30 days prior to the day scheduled for a special session of the Shareholders Meeting, or 5 days prior to the dividend and bonus day or any other day on which benefit will be paid.
Chapter III: Shareholders Meeting
Article XII: Shareholders Meeting may convene in regular session or special session. Regular Session shall be convened once a year within 6 months after the end of the fiscal year with notice to the Shareholders 30 days in advance. A special session may be convened at any time where necessary.
Article XII - 1: The Shareholders Meeting of the Company may convene via videoconferencing or any other means as announced by the central competent authority.
Article XIII: If a specific Shareholder cannot attend the Shareholders Meeting in person, this Shareholder may use the

power of attorney prepared by the Company to appoint a proxy to attend and specify the scope of authorization therein. Attendance of Shareholders Meeting by proxy shall be governed by Regulations Governing the Use of Power of Attorney for Attending Shareholders Meetings of Public Companies further to Article 177 of the Company Act.

Article XIV: The Chairman shall act as the Presiding Officers if the Board calls for the Shareholders Meeting. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act as the Presiding Officer. In the absence of the Vice Chairman due to leave or for whatever reasons in this context, the Chairman shall appoint 1 Director to act as the Presiding Officer. If the Chairman did not appoint a proxy, the Directors shall nominate 1 among themselves to act as the Presiding Officer. If the Shareholders Meeting is called for by a third party entitled to call for the meeting other than the Board, this party shall act as the Presiding Officer. If there are more than 2 parties calling for the meeting, 1 shall be nominated as the Presiding Officer.
Article XV: Shareholders are entitled to one vote for the holding of each share unless the law provides otherwise.
Article XVI: Resolutions of the Shareholders Meeting shall be made by a session with the attendance of Shareholders representing more than half of the outstanding shares and a simple majority of the votes cast by the Shareholders in session for consent.
Article XVII: The resolutions of the Shareholders Meeting shall be tracked as minutes of meeting on record affixed with the signature or seal of the Presiding Officer, and released to the Shareholders within 20 days after the meeting. The minutes of meeting on record may be released by announcement. The summary of the entire procedure of the meeting and the results shall be inscribed in the minutes of meeting on record. The minutes of meeting on record, the sign-in registry for tracking the attendance of shareholders, and the power of attorney for attendance by proxy shall be kept by the Company under Article 183 of the Company Act.

Chapter IV:	Directors
Article XVIII:	The Company shall establish 7 to 9 seats of Directors. The election of Directors shall be made under the
	candidate nomination system where the shareholders may elect the candidates on the list to the seats of
	Directors. Each Director has a tenure of 3 years and may assume a new term of office if reelected. The
	total quantity of shares held by all Directors shall conform to the “Regulations Governing the Percentage
	and Audits of Shares Held by Directors and Supervisor of Public Companies” promulgated by the
	competent authority of securities.
	Of all the seats of Directors as mentioned, 3 shall be reserved for Independent Directors. The professional
	qualification, hold of shares, restriction of engagement in part-time duties, the method of nomination and
	others shall be governed by applicable laws.
Article XIX:	In case the seats of Directors were left vacant by 1/3, the Board shall call for a special session of the
	Shareholders Meeting as required by law for the election of Directors to fill the vacancies. The tenure of the
	newly elected Directors will cover the remainder of the term left behind by the predecessors.
Article XX:	If an election of a new Board of Directors cannot be held on time at the expiration of tenure of the Directors,
	the Director shall continue to perform their duties until a new Board of Directors can be elected.
Article XXI:	The Directors shall be organized into the Board of Directors and a Chairman and Vice Chairman shall be
	elected from the Directors in a session with the attendance of at least 2/3 of the Directors and a simple
	majority of the votes cast by the Directors in session for consent. The Chairman and Vice Chairman shall
	execute all business of the Company under law, the Articles of Incorporation, resolutions of the
	Shareholders Meeting and the Board.
Article XXI - 1:	Pursuant to Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit
	Committee in 2018 organized by Independent Directors to perform the function of the Supervisors in
	accordance with the Company Act, Securities and Exchange Act, and other applicable laws.
Article XXII:	The Board shall determine the business policy and other important issues of the Company. The Board shall
	convene its 1stsession in accordance with Article 203 of the Company Act and the Chairman shall call for
	all subsequent sessions of the Board and act as the Presiding Officer. In the absence of the Chairman, the
	Vice Chairman shall act on behalf of and in the name of the Chairman. In the absence of the Vice Chairman
	in this context, the Chairman shall appoint one Director to act as the Presiding Officer. If no Director has
	been appointed, the Directors shall nominate one among themselves to act as the Presiding Officer.
Article XXIII:	The Board shall convene once quarterly, and may convene a special session where necessary. Each session
	shall be attended by at least half of the Directors and a decision shall be made by a simple majority of the
	votes from the Directors in session unless the Company Act provides otherwise. If a specific Director cannot
	attend the meeting, this Director shall issue a power of attorney specifying the scope of authorization to

appoint another Director as proxy to attend the meeting. One Director may act as the proxy of only one other Director.

The Board may convene through videoconference and the Directors participating in the videoconference shall be construed as attending the meeting in person.

Article XXIII - 1: The Board shall specify the cause of convention and give notice to all Directors 7 days in advance but may convene at any time in case of emergency.

The call for the convention of the Board may be made by correspondence, fax, or email.

Article XXIV: The entire proceedings of the Board in session shall be tracked as meeting minutes with the affixing of the signature or seal of the Presiding Officer, and released to the Directors within 20 days after the meeting. The summary and result of the proceedings in the meeting shall be inscribed in the meeting minutes, and kept by the Company together with the sign-in registry of the Directors in session and the power of attorney for attendance by proxy under Article 183 of the Company Act.

Article XXV: (Deleted)

Article XXV -1 : The Company shall take liability insurance for the protection of the Directors against the risks of legal action instated by Shareholders or other stakeholders deriving from the performance of their assigned duties under the law.
Article XXV - 2: The Board shall be authorized to determine the remuneration to the Chairman and the Directors (including Independent Directors) commensurate with their degree of participation in the operation and contribution value to the Company with reference to industry standards.

Chapter V: Managers and Employees

Article XXVI: The Company shall establish the position of a President and several Vice Presidents, the appointment and dismissal of whom shall be determined by the Board in a session with the attendance of at least half of the total number of Directors and a simple majority of the votes cast by the Directors in session for consent. The appointment and dismissal of the Vice President shall be nominated by the President.
Article XXVI-1: The Company shall take liability insurance for the protection of the key personnel of the Company against the risks of legal action instated by Shareholders or other stakeholders deriving from the performance of their assigned duties under the law.
Article XXVII: (Deleted)
Article XXVIII: (Deleted)

Chapter VI: Accounting

Article XXIX: At the end of the fiscal year, the Board of the Company shall prepare (I) Business Report; (II) Financial Statements; and (III) Proposal for the distribution of earnings for presenting to the Shareholders Meeting for recognition.
Article XXX: If the Company has earnings in the year, appropriate 1~5% as remuneration to the employees, and no more than 3% as remuneration to the Directors at the resolution of the Board. However, the Company shall appropriate funds to cover losses where applicable, followed by the appropriation at the aforementioned ratios for remuneration.

If the Company makes a profit after account settlement, appropriate for the payment of applicable taxes and covering carryforward loss as required by law, followed by the appropriation of 10% for mandatory reserve, and the appropriation or reversal of special reserve under applicable laws or the rules of the competent authority. The remainder shall be pooled up with the undistributed earnings of the previous period proposed for paying out by the Board as stock dividend to shareholders at the approval of the Shareholders Meeting.

Article XXX - 1: The residual dividend policy is adopted for the need for business expansion in line with the long-term financial planning of the Company for sustainable development and stable corporate development. This will be based on the capital budgeting of the Company in the future for measurement of capital requirement with the funding by retained earnings. Only the remainder of the earnings will be paid out as stock dividends. The procedure is specified as follows:
(I) Optimal capital budgeting.

(II) Decision on adequate fund for meeting the financing need of the aforementioned capital budgeting.

(III) Decision on using the retained earnings to finance the amount of capital requirement as mentioned (the amount short could be filled by raising new capital by offering new shares or issuing corporate bonds).

(IV) The remainder of earnings shall be retained at an appropriate amount and pay the rest to shareholders as dividends.

Dividends will be paid out in consideration of the status of capital utilization and map out the ratio of cash dividend and stock dividend. In general, cash dividend shall be paid from 50% to 100% of the total dividends while stock dividends will be paid at 50% or down to 0%.

Chapter VII: Miscellaneous

Article XXXI: The Board shall separately institute the Organization Charter and enforcement rules of the Company.

Article XXXII: Anything not covered by the Articles of Incorporation shall be governed by the Company Act and other applicable laws.

Article XXXIII: The Articles of Incorporation were instituted on 1984.12.13.

Amended for the 1st instance on 1985.08.28 Amended for the 2nd instance on 1985.10.01. Amended for the 3rd instance on 1987.07.14. Amended for the 4th instance on 1989.04.18. Amended for the 5th instance on 1990.03.27. Amended for the 6th instance on 1991.05.18. Amended for the 7th instance on 1993.05.15. Amended for the 8th instance on 1994.12.10. Amended for the 9th instance on 1995.10.20. Amended for the 10th instance on 1996.05.16. Amended for the 11th instance on 1997.10.21. Amended for the 12th instance on 1998.05.26. Amended for the 13th instance on 1999.05.21. Amended for the 14th instance on 2000.06.16. Amended for the 15th instance on 2000.06.16. Amended for the 16th instance on 2001.06.26. Amended for the 17th instance on 2001.06.26. Amended for the 18th instance on 2002,06.20. Amended for the 19th instance on 2004.06.10. Amended for the 20th instance on 2005.06.10. Amended for the 21st instance on 2006.05.17. Amended for the 22nd instance on 2007.06.13. Amended for the 23rd instance on 2008.05.30. Amended for the 24th instance on 2009.05.21. Amended for the 25th instance on 2011.06.28. Amended for the 26th instance on 2012.06.19 Amended for the 27th instance on 2014.06.27 Amended for the 28th instance on 2016.06.21 Amended for the 29th instance on 2017.06.20 Amended for the 30th instance on 2018.06.12

Amended for the 31st instance on June 21, 2022.

Unitech Printed Circuit Board Corp.

Chairman: Chang Yuan-Ming

Appendix III

Information on the resolution of the Board on remuneration to the employees and Directors:	Information on the resolution of the Board on remuneration to the employees and Directors:	Information on the resolution of the Board on remuneration to the employees and Directors:	Information on the resolution of the Board on remuneration to the employees and Directors:	Information on the resolution of the Board on remuneration to the employees and Directors:
Item for distribution	January 13, 2023 Amount proposed by the Board of Directors(A)	Estimated amount for 2022 (B)	Amount difference `（`A-B`）`	Reason for the difference and response
Remuneration to employees	9,000,000	9,000,000	0	No difference
Remuneration to directors	4,500,000	4,500,000	0	No difference

Appendix IV

The influence of stock dividends on the operation performance, earnings per share, and ROI of the Shareholders:

No stock dividends paid this year. This part is not applicable here.

Appendix V

Unitech Printed Circuit Board Corp. Quantity of Shareholders by Directors

I. Minimum requirement of shareholders of Directors and the listing of shareholding as stated in the Shareholder Roster

Title	Required quantity of shareholding	Quantity of shareholding in Shareholder Roster
Directors	21,421,029	50,626,009

II. Listing of shareholding

Title	Name	Quantity of shareholding in Shareholder Roster	Remark
Chairman	Kuo-Ling Investment Co., Ltd.	42,836,450	Representative: Chang Yuan-Min
Vice Chairman	Kuo-Ling Investment Co., Ltd.	42,836,450	Representative: Chang Yuan-Fu
Director	Chen Cheng-Hsiung	5,338,050
Director	Ke Wen-Sheng	2,451,509
Independent Director	Chu Min-Hsien	0
Independent Director	Wang Feng-Kuei	0
Independent Director	Hsu Wen-Hsin	0

Note: Book closure date: April 17, 2023

AI assistant

UNITECH — AGM Information 2023

52034_rns_2023-06-30_b96093a2-4758-414d-81eb-44dec5e0e227.pdf

Unitech Printed Circuit Board Corp.

Procedure Handbook

Unitech Printed Circuit Board Corp. Handbook of Annual General Shareholders’ Meeting 2023

Table of Contents

Unitech Printed Circuit Board Corp. Schedule of the 2023 Annual General Shareholders’ Meeting

VII. Extemporary Motions

Report

Report No. 1 - presented by the Board

Report No. 2 -presented by the Board

Report No. 3 - presented by the Board

Report No. 4 -presented by the Board

Report No. 5 -presented by the Board

Points of recognition

Recognition motion no. 1 - presented by the Board

Recognition motion no. 2 - presented by the Board

Unitech Printed Circuit Board Corp. PROFIT DISTRIBUTION TABLE 2022

Points of discussion:

Motion No. 1- presented by the Board

Motion No 2. - presented by the Board

Extemporary motion:

Adjournment of meeting

2022 Business Report

2022 Financial and Business Performance

2023 Business Plan

Development Strategy in the future

Macroeconomic Factors:

External Competitive Environment

Demand:

Supply

Corporate Development Strategy

(1) High-end HDI

(2) Automotive electronics

(3) RFPCB

3. Green Unitech, Environmental Sustainability

Audit Committee Review Report

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter:

How the matter was addressed in our audit:

2. Valuation of Inventories

Description of key audit matter:

How the matter was addressed in our audit:

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollar)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Estimation of impairment of non-financial assets

Description of key audit matter:

How the matter was addressed in our audit:

2. Valuation of Inventories

Description of key audit matter:

How the matter was addressed in our audit:

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Report on the Implementation of the 2022 Stable Business Plan for Cash Capital Increase Through Issuance of Ordinary Shares

Table of the Operating Procedures for Endorsements and Guarantees Before and After Amendment

Unitech Printed Circuit Board Corp. Parliamentary Procedure for Shareholders Meeting (before amendment)

Appendix II

Unitech Printed Circuit Board Corp.

Chapter V: Managers and Employees

Chapter VI: Accounting

UNITECH AGM Information 2023