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UNITECH AGM Information 2024

Jul 1, 2024

52034_rns_2024-07-01_fedd7578-f797-405d-a9aa-ffc041fda24d.pdf

AGM Information

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Stock Code: 2367

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Unitech Printed Circuit Board Corp.

Annual General Shareholders’ Meeting 2024 Procedure Handbook

Mode of convention: physical session

Date of Shareholders' Meeting: June 26, 2024

Location of Shareholders' Meeting: No. 6, Zhongshan Road, Tucheng District, New Taipei City (The Company's Plant No. 4)

Unitech Printed Circuit Board Corp. 2024 General Meeting of Shareholders Procedure Handbook

Table of Contents

Pages One. Opening Ceremony ............................................................................................ 1 Two. Meeting Agenda ................................................................................................. 2 I. Report matters ........................................................................................................ 3 II. Points of Recognition ......................................................................................... 4 III. Election ............................................................................................................... 5 IV. Other proposals ................................................................................................... 7 V. Extemporary motions ........................................................................................... 7 Three. Attachment I. 2023 Business Report ............................................................................................ 8 II. Audit Committee Review Report ....................................................................... 15 III. Auditors’ Report and 2023 Financial Statements (including Consolidated Financial Statements) .......................................................................................... 16 Four. Appendix I. Parliamentary Procedure for Shareholders Meeting ............................................. 34 II. Articles of Incorporation .................................................................................... 39 III. Regulations Governing the Election of Directors ............................................ 45 IV. Plan of remuneration to the employees and Directors passed by the Board .... 47 V. The influence of stock dividend payment to operation performance, earnings per share and return on investment of shareholders. .......................... 47 VI. Table of shareholding by Directors .................................................................. 47

Unitech Printed Circuit Board Corp. Procedure for 2024 General Meeting of Shareholders

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. Election

VII. Other proposals

VIII. Extemporary motions

IX. Adjournment of meeting

1

UNITECH PRINTED CIRCUIT BOARD CORP.

Schedule of the 2024 Annual General Meeting

Mode of convention: physical session

Time: 9:00 a.m., June 26, 2024 (Wednesday)

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) 2023 Business Report

  • (II) Review Report of Audit Committee on the financial statements of 2023

V. Points of recognition:

  • (I) Recognition of the 2023 Business Report and Financial Statements

  • (II) Recognition of appropriation for covering carryforward loss in 2023

VI. Election:

Election of the directors for the 15[th] Board of Directors.

VII. Other motions

Discussion on lifting the ban on conflict of interest of the newly elected Director and their representatives

VIII. Extemporary motions

IX. Adjournment

2

Reported matters

Report No. 1 - presented by the Board

Cause: 2023 Business Report for your reference

Explanation: 2023 Business Report is as shown in Attachment I. (Pages 8-14)

Report No. 2 -presented by the Board

Cause: Audit Committee Review Report on the financial statements of 2023 for your reference.

Description: Audit Committee Review Report, as shown in Attachment II. (Page 15)

3

Points of recognition

Recognition motion no. 1 - presented by the Board

Cause:2023 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 2023. 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 8–33). Recognition requested.

Resolution:

Recognition motion no. 2 - presented by the Board

Cause Proposal for appropriation for covering carryforward loss in 2023 for recognition. Explanation The proposal for appropriation for covering carryforward loss in 2023 is specified as follows:

Unitech Printed Circuit Board Corp. Table of appropriation for covering carryforward loss

2023

Unit: NT$

2023
Unit: NT$
Item Amount
Undistributed earnings at the beginning of the period 171,557,921
Add: changes of the associates recognized under the
equity method.
868,497
Less: loss after taxation in current period (344,241,146)
Accumulated Losses to Be Offset (171,814,728)
Offset Items
Legal reserve 171,814,728
Undistributed earnings at the end of period 0

Description: proposed not to pay out dividends to shareholders for the current period.

Chairman Manager Chief Accounting Officer

Resolution

4

Election

Motion of Election - presented by the Board

Cause of motion:Election of the 15[th] Board of Directors

Description:

  • I. This term of the Board of Directors will expire on July 28,2024. An election for a new Board will be held in this regular session of the General Meeting of Shareholders.

  • II. According to the Articles of Incorporation of the Company, and the resolution of the Board dated March 13,2024, 7 seats of Directors (including 3 Independent Directors) will be elected for the new term of the Board with tenure of 3 years. The term of office for the Directors shall start on June 26, 2024, and expires on June 25, 2027.

  • III. This election will be held in accordance with the “Regulations for the Election of Directors” where the candidate nomination system will be adopted and candidates will be elected to the seats under the registered ballot system in cumulative voting.

  • IV. List of Directors and Independent Director Candidates was approved by the board on May 13, 2024. Relevant details are as follows:

Name of candidate Gender Education Major experience Registered quantity of
shareholding in the
Shareholders Roster at
the time of prohibition of
share transfer.
Director Kuo-Ling
Investment
Co., Ltd.
Representative: Chang,
Yuan-Min


Male
Master
of
Electrical
Engineering,
Washington
University, St. Louis, USA


Chairman, Unitech Printed
Circuit Board Corp.

42,836,450
Director Kuo-Ling
Investment
Co., Ltd.
Representative: Chang,
Yuan-Fu


Male
Master
of
Industrial
Engineering, University of
Southern California


Director, Unitech Printed
Circuit Board Corp.

42,836,450
Director Chen, Cheng-Hsiun Male Graduated
from
Department of Chemistry,
National Taiwan Normal
University



Director, Unitech Printed
Circuit Board Corp.

5,268,050
Director Ke, Wen-Sheng Male PhD,
University
of
London, UK

Director, Unitech Printed
Circuit Board Corp.

2,451,509
Independe
nt
Director
Wang, Feng-Kuei Male PhD, Institute of Teaching
System
Technology,
Indiana University


Chairman,
Asia
Pacific
Industrial
Analysis
Association (APIAA);
CEO, Industrial Technology
Research Institute Industry;
Professor,
Tung
Hai
University;
Independent
Director, Unitech Printed
Circuit Board Corp.







0

5

Independe
nt
Director
Hsu, Wen-Hsin Female Lancaster University
PhD,
Accounting
and
Finance

Professor
of Accounting,
National Taiwan University;
Independent
Director,
Unitech
Printed
Circuit
Board Corp.




0
Independe
nt
Director
Liu, Kun-Tien Male Master of Law of National
Chengchi University

Lead lawyer of Zhaohe
International Law Firm.
Ideal
Bike
Co.
Ltd.
Independent Director


0

V. Proceed to election.

Election result:

6

Other proposals

Motion No. 1 -presented by the Board

Cause of motion:Propose to lift the ban on conflict of interest of the newly elected Directors and their representatives for resolution.

Description:

  • I. According to Article 209 of the Company Act, Directors shall explain to the Shareholders Meeting the essential content of any act within the scope of business of the company for themselves or for a third party for permission.

  • II.To leverage the expertise and experience of the company's directors, a resolution will be proposed at the shareholder meeting to lift the non-compete restrictions for the newly elected directors and their representatives from the 2024 Annual Shareholder Meeting as detailed in the table below:

Director candidate Concurrent Company Position Held
Representatives of Kuo-
Ling Investment Co., Ltd.:
Chang Yuan-Fu,
Yi Hsu Materials
TechnologyCo.,Ltd.
Chairman
FULLTECH FIBER GLASS
CORP.
Legal Representative of
the Corporate Director

Resolution

Extemporary motion

Adjournment of meeting

7

Attachment I

2023 Business Report

In 2023, the global economy was affected by high interest rates, high inflation, and weaker than expected post-pandemic economic performance in China, leading to weak demand for end products and a slowdown in manufacturing activities worldwide. Additionally, the expansion of the US-China chip ban, the ongoing Russia-Ukraine conflict, and the conflict in Israel and Hamas have intensified geopolitical tensions, impacting global economic development and social stability, with a recovery level below expectations. The Taiwan Ministry of Economic Affairs reported that in 2023, Taiwan's export order value dramatically decreased to $561.04 billion, a $105.7 billion drop from 2022, marking a -15.9% growth rate. The decline was mainly in orders for products like mobile phones, notebooks, and networking products. However, emerging technology applications like high-performance computing (HPC) and AI continued to expand, with information and communication products garnering $166.02 billion in orders in 2023, down 12.6% from the previous year.

2023 Financial and Business Performance

The consolidated revenue of the Company amounted to NT$14.961 billion in 2023, which was a decline of 14.13% from the same period of 2022. Net consolidated income of the same year amounted to NT$344 million, and net consolidated income attributable to the shareholders of the parent company amounted to NT$344 million.

Separate revenue amounted to NT$13.931 billion or a decline of 14.48% from the same period of 2022.

2024 Business Plan Overview

  1. 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 industries with gross profit, to continue to gain experience in automotive electronics and expand the scale of high-end ADAS.

  2. (1) The combination of soft and hard boards offers several advantages including low signal transmission loss, lightweight, thinness, and flexibility for 3D assembly, making them particularly suited for high-speed transmission applications where

8

lightness and slimness are prioritized. However, due to the complex manufacturing processes and high technical skill requirements, these solutions are costly. Many clients initially design with these high-end solutions but switch to more costeffective methods like combining flexible and rigid boards as technologies mature and costs become a factor, necessitating continual exploration of new product applications. This approach can generate higher gross margins but also results in greater market volatility due to frequent design changes and challenges in maintaining consistent demand across consumer product lines. Beyond its established markets, Unitech is strategically positioning itself in the emerging wearable device market, collaborating with clients on product development and waiting for optimal market conditions.

(2) The slow deployment of 5G mmWave infrastructure, significantly more costly than 4G, continues internationally with expectations of gradually increasing penetration rates each year. Leveraging extensive experience in wireless communications, Unitech is well-positioned to capitalize on the growing 5G market as these technologies become increasingly prevalent.

(3) As advanced driver assistance systems (ADAS) progress to Level 3, not only are existing sensing modules being utilized, but future integrated intelligent assistance driving systems will gradually incorporate faster-response high-speed intelligent computers. This is a significant step for Unitech, which already excels in developing high-frequency, high-speed, high-end sensing modules. Unitech is pushing forward with its development progress, continuing to update its mature product lines and gaining a competitive edge with new sensing modules, especially in areas like AIoT communication modules, highly integrated intelligent driving cockpit systems, and high-speed computers. These are being co-developed with clients, although they entail longer development periods, with revenue contributions expected in the next one to two years. The modular design of these systems allows for application in both electric and conventional fuel vehicles, foreseeing potential growth as the electric vehicle market expands.

9

  • (4) In recent years, Unitech has strategically diversified its product lines and customer base, showing promising results, especially by increasingly venturing into non-consumer electronics sectors to minimize seasonal fluctuations. The company plans to continue focusing on high-end products and balancing its product lines to enhance operational resilience and achieve a more stable revenue stream.

  • (5) With the ongoing expansion and surge in the low Earth orbit satellite industry, significant growth in this sector is anticipated this year. Besides existing setups, Unitech is also aligning its production lines and expansions with client needs, expecting a yearly increase in revenue related to this sector over the next couple of years. Unitech is actively expanding its customer base and business layout related to Starlink satellite services, aiming to establish another stable source of revenue.

  • R&D of product technology: The company continues to make innovative breakthroughs in high-tech fields such as AI and high-speed computing. These sectors require more advanced material selections and application processes compared to traditional industries. Unitech not only masters the relevant properties of the materials themselves but also focuses on how to produce them in large quantities reliably. This involves improving yield rates, meeting new industry-specific reliability testing requirements from clients, securing stable supply chains, and diversifying sources to offer the best solutions to its customers. For new sector applications, core materials such as copper-clad laminates, polypropylene (PP), copper foil, copper blocks, process chemicals, inks, and surface treatments are essential. In terms of manufacturing processes, Unitech invests in R&D for unique asymmetric stacking, drilling, and varying thickness electroplating fill technologies. It develops various solutions to meet market demands, reduce manufacturing costs, and maximize profits and customer satisfaction.

  • Capacity expansion: With the blueprint of the forecast for the new fiscal year and future product line strategies, Unitech plans and integrates the best production combinations. It carefully assesses and alleviates bottlenecks in processes to meet customer demands and

10

maximize output. Additionally, the company is planning the future operations of its Thailand plant to ensure its continuous and stable growth over the coming years.

  1. We will continue to evaluate and adopt an automated production process and process leaning plan for the best production efficiency and cost, and continue to maintain competitiveness.

  2. We will launch smart production gradually to plan and build a smart factory and enhance our overall competitiveness.

Future Corporate Development Strategy

  1. Focus on the Profit Structure and Continue to Increase the Proportion of Niche Products in Revenue

(1) High-end HDI

Advanced chip computing power is becoming a new arms race, and the demand for high-performance PCBs tailored to this computing power presents new business opportunities. As denser HDI technology advances, there will be increased demand for higher layer counts and finer lines and spacing. AI applications such as notebooks, PCs, smartphones, and servers are expected to penetrate the market share annually. Consequently, high-end HDI technology will find broader industrial applications. It is anticipated that advanced electronic products will transition from traditional stacked board designs to HDI-based designs, especially in high-speed computers and peripheral high-speed storage devices. This area represents one of Unitech's core competencies. Leveraging this advantage, Unitech plans to gradually enter and expand related industries to maintain its position at the forefront of technology and provide services to its customers.

(2) Automotive Electronics

Advanced driver-assistance systems (ADAS) are becoming more common each year, advancing to Level 2 and, in some cases, car manufacturers pushing to Level 3. Accordingly, the demand for advanced sensing component modules that offer lower latency, increased precision, and clearer signal detection is growing year over year. With the increasing ubiquity of low Earth orbit satellites, the demands of AIoT and

11

vehicle networking are becoming clearer. The future integration of these satellite signals will enhance unmanned driving environments. Cars will be equipped with high-speed processors and integrated control components, leading to more sophisticated and advanced smart vehicle electronic designs. Unitech has been focusing on this direction, developing relevant modules in collaboration with clients and participating in various stages of autonomous driving development, growing alongside its clients.

(3) RFPCB

Unitech has long nurtured technical talent and combined this with mastery in critical process technologies and mold development, giving it a specialized production knowhow to meet various design combinations and specifications. With continuous accumulation of mass production experience and advancements in manufacturing processes, Unitech has been able to steadily provide samples of intricate design products and realize their mass production. Particularly in the wearable XR (AR/VR/MR) domain, which emphasizes lightweight, thin, and advanced HDI board features, Unitech's development direction aligns well. Having already developed several customer relationships in this field, Unitech is proactively preparing for future industry demands. The company continues to cultivate this domain, offering breakthroughs in complex designs and scalable solutions, further deepening its roots in this area.

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

With the ongoing development of artificial intelligence and deep learning, smart manufacturing is becoming the ultimate goal for the future of the industry. Future production is inevitably heading towards automation and AI to achieve optimal production efficiency, enhanced productivity, and stability in quality. Recently, with the rapid rise of large language learning models, these are gradually being introduced into various

12

industrial applications. AI deep learning in manufacturing is a field currently in its exploratory phase. Although it's still early days, with the accumulation of extensive data, it is expected that AI-related manufacturing hardware and software will progressively improve year by year. Before true smart manufacturing matures, Unitech is adopting a gradual integration model, starting with partial automation and collecting relevant production data to cultivate the ability to adjust to market demands at the right time, providing the best solutions for customers.

In the future, Unitech will continue to cultivate fields such as LEO satellites, AI, automotive electronics, 5G mmWave, and XR (AR/VR/MR). The company will adapt its development strategies to match the distinct characteristics of each industry and market progress. By continuing to expand its product lines and customer base in niche technology sectors, Unitech aims to structure a robust growth in its industry and customer portfolio, enhancing the overall operational resilience.

3. Green Unitech, Environmental Sustainability

With the emergence of carbon-neutral electronic products, the pressure on the electronic supply chain to reduce carbon emissions has significantly increased. In response to the global push for carbon reduction, it is expected that customer demands for sustainability will continue to grow. Supply chain perspectives will also become more proactive in seeking solutions.

Unitech is engaged in ESG action under the three 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 interests of 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 2024, Unitech will continue to fortify its value chain with the mindset

13

of integrity and sustainability, and will positively keep abreast of the market trend and opportunities for development to achieve the vision and goals of the Company.

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

May I wish you are Good Health and Happiness!

Chairman: President: Chief Accounting Officer:

14

Attachment II

Audit Committee Review Report

For Approval

The board of directors of our company has submitted the financial statements for 2023, including the consolidated financial statements, which have been audited by KPMG Accountancy Firm. Together with the business report and the profit and loss allocation table, these documents have been reviewed by our Audit Committee and found to be compliant. Pursuant to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Law, a report has been prepared for review.

To

Annual General Meeting 2024

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

March 13, 2024

15

3

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 sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material 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, 2023 and 2022, 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 audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Norm of Professional Ethics for Certified Public Accountants of Republic of China , and we have fulfilled our other ethical responsibilities in accordance with these requirement. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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. In our professional judgments, key audit matters to communicated in the independent auditor’s report is listed below:

1. Evaluation of Inventories

Please refer to note 4(g) “Inventories”, note 5 “Significant accounting assumptions and judgements, and major sources of estimation uncertainty”, and note 6(d) “Inventories” of the consolidated financial statements.

Description of key audit matter:

Inventories are 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.

16

3-1

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

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, 2023 and 2022, the total assets of investee companies which constituted 4.79% and 5.14% of the Company’s total assets, respectively. For the years ended December 31, 2023 and 2022, the profit or loss of subsidiaries and affiliated companies accounted for by using the equity method which constituted 25.31% and 0.77% of the income (loss) 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) 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 auditor’s 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.

17

3-2

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

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

18

3-3

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 Horng, Shyh-Gang and Hsu, Ming-Fang.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2024

19

4

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Balance Sheets December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1170
Accounts receivable, net (notes 6(c) and (r))
1180
Accounts receivable-related parties (notes 6(r) and 7)
1200
Other receivables
1210
Other receivables-related parties (note 7)
1220
Current tax assets
1310
Inventories (note 6(d))
1410
Prepayments
1476
Other financial assets-current
1479
Other current assets, others
Total current assets
Non-current assets:
1517
Financial assets at fair value through other comprehensive income
non-current (note 6(b))
1550
Investments accounted for using equity method, net (note 6(f))
1600
Property, plant and equipment (notes 6(g), (t), 8 and 9)
1755
Right-of-use assets (note 6(h))
1780
Intangible assets (note 6(i))
1840
Deferred tax assets (note 6(n))
1915
Prepayments for business facilities (note 9)
1920
Refundable deposits (note 8)
1990
Other non-current assets, others
Total non-current assets
Total assets
December 31, 2023
Amount
%
$ 246,084
1
3,724,337
20
21,604 -
30,208 -
637 -
1,474 -
1,931,177
10
45,601 -
3,295 -
8,706
-
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
-
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
-
13,393,819
66
20,229,397
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(j) and 8)
2170
Accounts payable
2180
Accounts payable-related parties (note 7)
2200
Other payables
2220
Other payables-related parties (note 7)
2280
Current Lease liabilities (note 6(l))
2322
Current portion of long-term borrowings (notes 6(k) and 8)
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2540
Long-term borrowings (notes 6(k) and 8)
2570
Deferred tax liabilities (note 6(n))
2580
Non current lease liabilities (note 6(l))
2640
Net defined benefit liability, non-current (note 6(m))
Total non-current liabilities
Total liabilities
Equity(note 6(o)):
3110
Ordinary share
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3350
Unappropriated earnings
Total retained earnings
Other equity:
3410
Exchange differences on translation of foreign financial statements
3420
Unrealised gains (losses) from financial assets measured at fair value
through other comprehensive income
3445
Gains (losses) on remeasurements of defined benefit
Total other equity
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, 2023
Amount % Amount


4,744,936
25
5,803,246
29


4,021,200
21
3,106,820
15
171,517
1
171,517
1
163,366
1
228,988
1
141,963
-
194,463
1

6,013,123
31

339,660
2
5,423,222
29
6,589,971
35
239,948
1
123,484
1
256,185
1
10,906 -
59,424 -
11,061
-


4,498,046
23
3,701,788
18


9,242,982
48
9,505,034
47


6,694,072
35
6,694,072
33


3,035,358
16
3,037,149
15


347,938
2
306,606
2
(171,815)
(1)
413,712
2

13,053,861
69



176,123
1
720,318
4


(22,349) -
66,843 -
178,921
1
443,927
2
(238,123)
(1)
(237,946)
(1)




(81,551)
-
272,824
1


9,824,002
52
10,724,363
53
$
19,066,984
100
$
19,066,984
100
20,229,397
100

20

5

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Operating revenue, net(notes 6(r) and 7)
5110
Cost of sales(notes 6(d), (i), (l), (m), 7 and 12)
Gross profit from operations
Operating expenses(notes 6(c), (i), (l), (m), (p), (s), 7 and 12):
6100
Selling expenses and administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain)
Total operating expenses
Net operating (loss) profit
Non-operating income and expenses(notes 6(e), (f), (g), (l), (t) and 7):
7100
Interest income
7010
Other income
7020
Other gains and losses, net
7050
Finance costs, net
7070
Share of profit (loss) of subsidiaries accounted for using equity method, net
Total non-operating income and expenses
(Loss) profit from continuing operations before tax
7950
Less: Income tax (income) expenses (note 6(n))
(Loss) profit
8300
Other comprehensive income:
8310
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8330
Share of other comprehensive income of subsidiaries accounted for using equity method,
components of other comprehensive income that will not be reclassified to profit or loss
Items that may not be reclassified subsequently to profit or loss
8360
Items that may be reclassified to profit or loss
8361
Exchange differences (on translation of foreign financial statements)
Items that may be reclassified subsequently to profit or loss
8300
Other comprehensive income (after tax)
Comprehensive income
(Loss) earnings per share (NT dollars) (note 6(q))
Basic (loss) earnings per share
Diluted (loss) earnings per share (NT dollars)
Diluted (loss) earnings per share
2023 %
100
96
2022 %

100

89
Amount
$ 13,930,979
13,380,436
Amount

16,288,942

14,514,524

550,543
4

1,774,418


11

1,241,658
60,502
10,402
9
-
-


1,368,391
58,062
(20,867)


9

-

-

1,312,562
9

1,405,586


9

(762,019)
(5)

368,832


2

17,139
65,817
233,240
(122,372)
221,877

-
-
2
(1)
2


3,635
65,088

177,298

(98,358)

(80,294)


-

-

1

-

-

415,701
3

67,369


1

(346,318)
(2,077)
(2)
-


436,201
22,875


3

-

(344,241)
(2)

413,326


3

(867)
(221,340)
(42,108)

-
(2)
-


(59,674)

108,800
30,790


-

-

-

(264,315)
(2)

79,916


-

(89,192)

(1)



33,813


-

(89,192)

(1)



33,813


-

(353,507)

(3)



113,729


-

$
(697,748)

(5)


527,055

3

$

(0.51)
0.65
$
(0.51)
0.65

21

6

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2022
Profit
Other comprehensive income
Comprehensive income
Changes in equity of associates accounted for using equity method
Issuance of shares
Balance at December 31, 2022
Loss
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends of ordinary share
Other changes in capital surplus:
Other changes in capital surplus
Changes in equity of associates accounted for using equity method
Balance at December 31, 2023
Ordinary
shares
Capital
surplus








-
-
-
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








-
-
-
(344,241)
-
-
-
-
(344,241)
-
-
-
-
(89,192)
(264,138)
(177)
-
(353,507)




-
-
-
(344,241)
(89,192)
(264,138)
(177)
-
(697,748)





-
-
41,332
(41,332)
-
-
-
-
-
-
-
-
(200,822)
-
-
-
-
(200,822)
-
114
-
-
-
-
-
-
114
-
(1,905)
-
868
-
(868)
-
-
(1,905)



$
6,694,072
3,035,358
347,938
(171,815)
(22,349)
178,921
(238,123)
-
9,824,002

22

7

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
(Loss) profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss (gain)
Interest expense
Interest income
Share-based payments
Share of loss (profit) associates accounted for using equity method
Loss on disposal of property, plan and equipment
Gain on disposal of non-current assets held for sale
Other items
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Accounts receivable
Accounts receivable-related parties
Other receivables
Other receivables-related parties
Inventories
Prepayments
Other current assets
Other financial assets-current
Accounts payable
Accounts payable-related parties
Other payables
Other payables-related parties
Other current liabilities
Net defined benefit liabilities
Total changes in operating assets and liabilities
Total adjustments
2023
$ (346,318)
2022

436,201

1,152,008
27,779
10,402
122,372
(17,139)
-
(221,877)
407
(200,629)
(15,072)



1,175,294

24,922

(20,867)

98,358

(3,635)
5,500

80,294

3,616

-

868

858,251


1,364,350

219,743
(1,229)
6,650
(94,478)
251,253
8,347
1,996
455
(128,151)
(81,745)
(82,904)
(899)
(38,706)
(53,367)



(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)

6,965



(772,078)

865,216



592,272

23

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash inflow generated from operations
Interest received
Interest paid
Income taxes (paid) refund
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of investments accounted for using equity method
Proceeds from disposal of non-current assets classified as held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
(Increase) decrease 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
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits received
Payment of lease liabilities
Cash dividends
Capital increase by cash
Net cash flows used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2023
518,898
17,139
(128,003)
(1,184)
2022
1,028,473
3,635
(97,604)
110
934,614
(94,842)
-
(602,482)
1,653
(17,649)
(49,407)
145
82,000
(680,582)
7,108,120
(6,792,185)
-
-
1,430,000
(2,447,560)
-
(133,299)
-
698,250
(136,674)
117,358
280,886
398,244

406,850

(67,269)
672,478
(1,090,167)
416
10,414
(12,537)
(4,051)
-
(490,716)

7,117,816
(7,424,897)
130,044
(130,044)
3,850,000
(3,315,620)
122
(95,065)
(200,650)
-
(68,294)

(152,160)
398,244

$
246,084

24

4

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 sheet as of December 31, 2023 and 2022, the consolidated statement 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 material 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, 2023 and 2022, 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 audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountants of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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. In our professional judgments, key audit matters to communicated in the independent auditor's report is listed below:

Evaluation of Inventories

Please refer to note 4(h) “Inventories”, note 5 “Significant accounting assumptions and judgments, and major sources of estimations uncertainty”, and note 6(e) “Inventories” of the consolidated financial statements.

25

4-1

Description of key audit matter:

Inventories are 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 Group’s disclosures in allowance for inventory valuation.

Other Matter

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, 2023 and 2022, the total assets of investee company which constituted 4.26% and 4.44% of the Group’s consolidated total assets, respectively. For the year ended December 31, 2023 and 2022, the profit and loss of affiliated companies accounted for by using the equity method constituted 25.44% and 0.78% 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, 2023 and 2022, 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) are responsible for overseeing the Group’s financial reporting process.

26

4-2

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 auditor’s 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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

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.

27

4-3

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 Horng, Shyh-Gang and Hsu, Ming-Fang.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2024

28

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022 (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) and (t))
1170
Accounts receivable, net (notes 6(d) and (t))
1200
Other receivables
1210
Other receivables-related parties (note 7)
1310
Inventories (note 6(e))
1410
Prepayments
1476
Other financial assets-current
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), (v), 8 and 9)
1755
Right-of-use assets (notes 6(i) and 8)
1780
Intangible assets (note 6(j))
1840
Deferred tax assets (note 6(p))
1915
Prepayments for business facilities (note 9)
1920
Refundable deposits (note 8)
1990
Other non-current assets
Total non-current assets
Total assets
December 31, 2023
Amount
%
$ 866,459
4
20,481 -
11,815 -
4,023,205
19
68,533
1
637 -
2,347,852
11
89,521 -
3,404 -
9,284
-
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
-
8,093,336
35
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
-
15,301,407
65
23,394,743
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(k) and 8)
2170
Accounts payable
2200
Other payables (note 6(l))
2230
Current tax liabilities
2280
Current lease liabilities (note 6(n))
2322
Current portion of long-term borrowings (notes 6(m) and 8)
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2540
Long-term borrowings (notes 6(m) and 8)
2570
Deferred tax liabilities (note 6(p))
2580
Non-current lease liabilities (note 6(n))
2640
Net defined benefit liability, non-current (note 6(o))
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent(note 6(q)):
3110
Ordinary shares
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3350
Unappropriated retained earnings
Total retained earnings
Other equity:
3410
Exchange differences on translation of foreign financial statements
3420
Unrealized gains (losses) from financial assets at fair value through other
comprehensive income
3445
Gains (losses) on remeasurements of defined benefit
Total other equity
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, 2023
Amount % Amount


7,109,101
32
7,784,279
33


4,021,200
19
4,291,133
18
171,517
1
171,517
1
163,366
1
228,988
1
141,963
1
194,463
1

7,441,191
35

435,752
2
912,683
4
11,710,642
55
369,179
2
123,484
1
302,660
1
10,906 -
60,682 -
63,970
-


4,498,046
22
4,886,101
21


11,607,147
54
12,670,380
54


6,694,072
31
6,694,072
29


3,035,358
14
3,037,149
13


347,938
2
306,606
1
(171,815)
(1)
413,712
2



176,123
1
720,318
3

13,989,958
65


(22,349) -
66,843 -
178,921
1
443,927
2
(238,123)
(1)
(237,946)
(1)




(81,551)
-
272,824
1


9,824,002
46
10,724,363
46
$
21,431,149
100
$
21,431,149
100
23,394,743
100

29

6

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Operating revenue, net(note 6(t))
5110
Cost of sales(notes 6(e), (j), (n), (o) and 12)
Gross profit from operations
Operating expenses:(notes 6(d), (j), (n), (o), (r), (u), 7 and 12)
6100
Selling expenses and administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain)
Total operating expenses
Net operating (loss) profit
Non-operating income and expenses(notes 6(b), (f), (g), (h), (n) and (v)):
7100
Interest income
7010
Other income
7020
Other gains and losses, net
7050
Finance costs, net
7060
Share of (loss) profit of associates accounted for using equity method, net
Total non-operating income and expenses
(Loss) profit from continuing operations before tax
7950
Less: Income tax (income) expenses (note 6(p))
(Loss) profit
8300
Other comprehensive income:
8310
Items that may not be reclassified subsequently to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8320
Share of other comprehensive income of associates accounted for using equity method,
components of other comprehensive income that will not be reclassified to profit or loss
Items that may not be reclassified subsequently to profit or loss
8360
Items that may be reclassified subsequently to profit or loss
8361
Exchange differences on translation of foreign financial statements
Items that may be reclassified subsequently to profit or loss
8300
Other comprehensive income (after tax)
Comprehensive income
(Loss) profit attributable to:
Owners of parent
Comprehensive (loss) income attributable to:
Owners of parent
(Loss) earnings per share (NT dollars)(note 6(s))
Basic (loss) earnings per share (NT dollars)
Diluted (loss) earnings per share (NT dollars)
2023 %
100
91
2022 %

100

87
Amount
14,960,822
13,606,823
Amount

17,423,501

15,240,742

1,353,999
9

2,182,759


13

1,588,553
140,028
13,005
10
1
-


1,753,137

142,140
(19,458)


10

1

-

1,741,586
11

1,875,819


11

(387,587)
(2)

306,940


2

15,247
89,443
251,239
(225,242)
(87,664)

-
1
2
(2)
(1)


4,140

105,122

191,564

(176,054)

3,379


-

1

1

(1)

-

43,023

-


128,151


1

(344,564)
(323)
(2)
-


435,091
21,765


3

-

(344,241)
(2)

413,326


3

(867)
(235,014)

(28,434)

-

(2)

-
(2)


(57,708)

137,624
-

79,916


(1)
1
-

-

(264,315)

(89,192)

(1)



33,813


-

(89,192)

(1)



33,813


-

(353,507)

(3)



113,729


-
$
(697,748)

(5)


527,055

3
$
(344,241)

(2)


413,326

3
$
(344,241)

(2)


413,326

3
$
(697,748)

(5)


527,055

3
$
(697,748)

(5)


527,055

3
$
(0.51)
0.65
$
(0.51)
0.65

30

7

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Equity attributable to attributable to owners ofparent owners ofparent
Totalotherequityinterest
Unrealized gains
(losses) from
Exchange financial assets at
Retained earnings differences on
fair value
Gains (losses) on
Unappropriated translation of through other remeasurements Unearned Total equity
retained foreign financial comprehensive of defined employee attributable to
Ordinary shares Capitalsurplus Legal reserve earnings statements income benefit compensation owners ofparent Totalequity
Balance at January 1, 2022 $ 6,194,072 2,833,418 306,606 386 33,030
306,303

(180,238)
(334)
9,493,243
9,493,243
Profit - - - 413,326
-
- - - 413,326 413,326
Other comprehensive income - - - - 33,813
137,624

(57,708)
- 113,729 113,729
Comprehensive income - - - 413,326 33,813
137,624

(57,708)
- 527,055 527,055
Changes in equity of associates accounted for using equity method - (19) - - - - - 334
315
315
Issuance of shares 500,000 203,750 - - - - - - 703,750 703,750
Balance at December 31, 2022 6,694,072 3,037,149 306,606
413,712
66,843
443,927

(237,946)
- 10,724,363 10,724,363
Loss - - - (344,241)
-
- - - (344,241) (344,241)
Other comprehensive income - - - - (89,192)
(264,138)

(177)
- (353,507) (353,507)
Comprehensive income - - - (344,241)
(89,192)

(264,138)

(177)
- (697,748) (697,748)
Appropriation and distribution of retained earnings:
Legal reserve - - 41,332
(41,332)

-
- - - - -
Cash dividends of ordinary share - - - (200,822)
-
- - - (200,822) (200,822)
Other changes in capital surplus:
Other changes in capital surplus - 114 - - - - - - 114 114
Changes in equity of associates accounted for using equity method - (1,905) - 868
-
(868)
-
- (1,905) (1,905)
Balance at December 31, 2023 $ 6,694,072 3,035,358 347,938
(171,815)

(22,349)

178,921

(238,123)
- 9,824,002 9,824,002

31

8

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
(Loss) profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss (gain)
Interest expense
Interest income
Dividend income
Share-based payments
Share of loss (profit) of associates accounted for using equity method
Loss on disposal of property, plant and equipment
Gain on disposal of non-current assets held for sale
Net profit on financial assets at fair value through profit or loss
Other items
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Notes receivable
Accounts receivable
Other receivables
Other receivables-related parties
Inventories
Prepayments
Other financial assets-current
Other current assets
Accounts payable
Other payables
Other current liabilities
Net defined benefit liability
Total changes in operating assets and liabilities
Total adjustments
2023
$ (344,564)
2022

435,091

1,548,665
70,212
13,005
225,242
(15,247)
(6,898)
-
87,664
5,984
(200,629)
(437)
(44)



1,526,606

59,398

(19,458)

176,054

(4,140)

(5,837)
5,500

(3,379)

7,934

-

(1,926)

868

1,727,517


1,741,620

(526)
299,717
(1,904)
38
372,437
5,885
346
2,463
(284,718)
(191,676)
(37,771)
(53,367)



(5,779)

(209,749)

6,163

(81)

(342,040)

(10,271)

384

(227)

(345,222)

(33,176)

47,979

(26,903)

110,924



(918,922)

1,838,441



822,698

32

8

(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, 2023 and 2022 (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 operating activities
Cash flows from (used in) investing activities:
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 non-current assets classified as held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
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
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits received
Payment of lease liabilities
Cash dividends
Capital increase by cash
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2023
1,493,877
15,247
6,898
(223,064)
(695)
2022
1,257,789
4,140
5,837
(168,896)
(26,764)
1,072,106
(487,300)
444,586
-
(827,039)
3,299
(16,981)
(49,407)
(15,345)
34,636
(913,551)
11,346,747
(11,037,821)
-
-
1,638,942
(2,621,552)
-
(133,299)
-
698,250
(108,733)
81,891
131,713
612,449
744,162

1,292,263

(63,113)

146,204
672,478
(1,153,182)
936
10,228
(12,537)
(3,103)
5,946

(396,143)

9,576,213
(9,170,627)
130,044
(130,044)
3,850,000
(4,704,133)
1,514
(95,065)
(200,650)
-
(742,748)

(31,075)

122,297
744,162

$
866,459

33

Appendix I Unitech Printed Circuit Board Corp. Parliamentary Procedure for Shareholders Meeting

  • 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 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.

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. 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 without retracting their declaration of intention and participate in the shareholders’ meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extempore motions.

The Company shall, on the day of the shareholders’ meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on site at the shareholders’ meeting. When a shareholders’ meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference

34

platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting.

When a shareholders’ meeting is 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.

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. Full consideration shall be given to independent directors’ opinions with respect to the place and time of the meeting.

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

When a shareholders’ meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when calling the meeting to order.

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 make an uninterrupted audio and video recording of the entire meeting, from shareholders’ sign-in, the meeting process, and voting and vote counting.

The audio and video recording in the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

If a shareholders’ meeting is convened by video conference, the Company shall keep records of shareholders’ registration, sign-in, questions raised, and voting, and the vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.

The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.

Those entrusted to handle the video conference affairs shall retain the materials and audio and

35

video recordings in the preceding paragraph after the shareholders’ meeting for the number of years specified below:

  1. The materials of shareholders’ registration, sign-in, questions raised, and voting, and the vote counting results shall be retained for at least three years. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

  2. The audio and video recordings of the video conference provided by the Company shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

VIII. The 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.

36

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.

If a shareholders’ meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after 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 words, and the provisions of the preceding paragraph shall not apply.

  • 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.

    • 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.
  • XVI. The Presiding Officer may announce a break time when the meeting is in progress.

  • XVII. In terms of voting on resolutions, unless otherwise specified by the Company Law or the company's articles of association, a resolution is passed by the consent of more than half of the voting rights of the shareholders present. If there are no objections after consultation by the chairperson, it is considered approved with the same effect as a vote.

    • 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.
  • 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

37

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.

XX. In the event of a force majeure event in the middle of a shareholders’ 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.

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.

38

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

39

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

40

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 1[st] session 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.

41

  • 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

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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.

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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

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Appendix III Regulations Governing the Election of Directors and Independent Directors of Unitech Printed Circuit Board Corp.

Article I: This set of Regulations is instituted in accordance with the Company Act and the
Articles of Incorporation of the Company. The election of Directors shall be governed
by the Regulations.
Article II: The candidate nomination system and registered ballot in accumulation of votes is
adopted by the Company in the election of Directors. The Attendance Pass number
printed on the ballot could be used in lieu of the name of the voter. Shareholders are
entitled to the voting rights equivalent to the number of Directors to be elected for the
holding of each share in the election under the law provides otherwise. Voters may
concentrate the votes at particular candidate or distribute the votes to different
candidates.
Article III: Directors of the Company shall be elected from the candidates on the list by the
Shareholders Meeting and the number of seats for the Directors is specified in the
Articles of Incorporation. Candidates who win the majority of the votes shall be elected
to the seats as Directors. If two or more candidates won the same number of votes but
there is no more seats for Directors, candidates who won the same number of votes shall
engage in a lot drawing to decide who will be elected to the seat. The Presiding Officer
shall act on behalf of the candidates who are absent from the meeting in drawing the lot.
The election of Directors and Independent Directors shall be held simultaneously. The
votes for candidates to the seats of Directors and Independent Directors shall be counted
separately. Candidates who won the majority of the votes shall be elected to the seats in
descending order.
Article IV: The Board shall prepare ballots equivalent to the number of Directors to be elected and
mark down the votes for release to the Shareholders in session.
Article V: The Presiding Officer shall appoint a number of scrutineers and tallying clerks before
the election takes place to performed their assigned duties.
Article VI: The Board shall prepare a ballot box for the election of Directors. The scrutineers shall
check the ballot box in front of the public before the election takes place.
Article VII: Voters shall put down the account title or name of the candidate in the field of
“Candidate” in the ballot. If the candidate is the government shareholder or
institutional shareholder, the field of the name of candidate in the ballot should be
marked the name of the government or the institution, or the name of the representative
of the government or the institution: if there are several representatives, put down the
names of the representatives one-by-one.
For voters casting votes electronically, click to select the seats for the candidates and
the votes allocated to the candidates. The seats assigned to the candidates shall not be

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more than the total number of seats of Directors to be elected. Likewise, the total number of votes shall not exceed all the votes held by the voters.

  • Article VIII: A ballot shall be void if any of the following applies:

  • (I) Use a ballot not in conformity with The Regulations.

  • (II) The ballot has not been put inside the ballot box prepared by the Board.

  • (III) Put blank ballot inside the ballot box.

  • (IV) The handwriting is vague that cannot be read or has been marked for correction.

  • (V) The candidate marked on the ballot is not on the list of candidates for the election.

  • (VI) Other handwriting was found in addition to the name or account title of the candidate.

  • Article IX: The ballot will be opened on the scene after the completion of balloting. The Presiding Officer will announce the election result on the scene, including the list of Directorelect, the number of votes earned, and the list of candidates not being elected to the seats and the votes they earned.

  • Article X: (Deleted)

  • Article XI: Anything not mentioned in the Regulations shall be governed by the Company Act and other applicable laws.

  • Article XII: The Regulations shall come into force at the resolution of the Shareholders Meeting. The same procedure is applicable to any amendment thereto.

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Appendix IV

Information on the resolution of the Board on remuneration to the employees and Directors:

No remuneration to the employees and the Directors in this year. This part is not applicable here.

Appendix V

The influence of stock dividend to the operation performance, earnings per share, and ROI of the Shareholders:

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

Appendix VI

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

Required quantity of
shareholding
Quantity of shareholding in
Shareholder Roster

21,421,029
50,556,009

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-Hsiun 5,268,050
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 28, 2024

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