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UNITECH AGM Information 2025

Jun 24, 2025

52034_rns_2025-06-24_7b6b3b4c-1560-40ef-81ee-b7627fcade32.pdf

AGM Information

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Stock Code: 2367

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Unitech Printed Circuit Board Corp.

Annual General Shareholders’ Meeting 2025 Procedure Handbook

Mode of convention: physical session

Date of Shareholders' Meeting: June 17, 2025

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

Unitech Printed Circuit Board Corp. 2025 General Meeting of Shareholders Procedure Handbook

Table of Contents

Pages
One. Opening Ceremony ......................................................................................... 1
Two. Meeting Agenda .............................................................................................. 2
I. Report ............................................................................................................... 3
II. Points of Ratification ....................................................................................... 5
III. Points of Discussion ........................................................................................ 7
IV. Extemporary motions ....................................................................................... 7
Three. Attachment
I. 2024 Business Report ......................................................................................... 8
II. Audit Committee Review Report .................................................................... 15
III.Independent
Auditors'
Report
and
2024
Financial
Statements
(including Consolidated Financial Statements) ............................................... 17
IV. Comparison Table of Amendments to the Articles of Incorporation .................. 35
Four. Appendix
I. Parliamentary Procedure for Shareholders Meeting............................................ 39
II. Articles of Incorporation ................................................................................. 44
III. The Board passed the proposal for the remuneration to employees and Directors.
....................................................................................................................... 51
IV. The influence of stock dividend on the operation performance, earnings per share
and return on equity ...................................................................................... 51
V. Table of Shareholding of Directors .................................................................. 51

Unitech Printed Circuit Board Corp. 2025 Annual General Shareholders’ Meeting Procedure

I. Announcement of the meeting in session

II. Presiding Officer assumes position for the session

III. Presiding Officer addresses the meeting

IV. Reports

V. Points of recognition

VI. Points of discussion

VII. Extemporary motions

VIII. Adjournment of meeting

1

Unitech Printed Circuit Board Corp.

2025 Annual General Shareholders’ Meeting Agenda

Convention Method: Physical meeting

Date and Time: June 17, 2025 (Tuesday), at 9:00 am

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 Items:

  • (I) 2024 Business Report

  • (II) Audit Committee's Review Report on 2024 Financial Statements

  • (III) Report on 2024 Distribution of Remunerations of Employees and Directors of the Company

  • (IV) Report on the Company's Repurchase of the Company's Shares

  • V. Ratification Items:

  • (I) Ratification of 2024 Business Report and Financial Statements

  • (II) Ratification of 2024 Earnings Distribution Proposal

VI. Discussion Items:

  • (I) Discussion on Proposal for Amendment to the “Articles of Incorporation”

VII. Extemporary Motions

VIII. Adjournment

2

Report Items

Report Item No. 1 Proposed by Board of Directors

Proposal:2024 Business Report, submitted for review.

Description:2024 Business Report is as shown in Attachment I. (Pages 8-14)

Report Item No. 2 Proposed by Board of Directors

  • Proposal:Audit Committee's Review Report on 2024 Financial Statements, submitted for review.

  • Description:Audit Committee Review Report is as shown in Attachment Ⅱ. (Pages 1516)

Report Item No. 3 Proposed by Board of Directors

  • Proposal:Report on 2024 Distribution of Remunerations of Employees and Directors of the Company, submitted for review.

  • Description:According to Article 235-1 of the Company Act and Article 30 of the Articles of Incorporation, if the Company makes a profit for a fiscal year, based on the resolution of the Board of Directors, it shall first appropriate 1% to 5% of the profit as the remuneration of employees and no higher than 3% of the profit as the remuneration of directors. The Company’s Remuneration Committee has proposed the distribution of remuneration of employees of NT$34,000,000 and remunerations of directors of NT$17,000,000, totaling NT$51,000,000, in cash, which has been approved by the Board of Directors through special resolution on January 15, 2025.

Report Item No. 4 Proposed by Board of Directors

Proposal:Report on the Board Resolution and Implementation of the Company’s Share Buyback, submitted for review.

Description:

  • I. Expected circumstances for repurchasing company shares:

  • Conducted in accordance with Article 28-2 of the Securities and Exchange Act.

  • The company’s board of directors unanimously approved the repurchase of company shares on April 9 2025 (Republic of China Year 114) with the resolution

3

details and execution status as follows:

  • (1) Repurchase period: First repurchase in Republic of China Year 114 (the sixteenth time)

  • (2) Date of board resolution: 2024/04/09

  • (3) Purpose of repurchasing shares: To maintain company credit and protect shareholder interests.

  • (4) Type of shares to be repurchased: Common stock

  • (5) Scheduled repurchase period: 2025/04/10~2025/06/09

  • (6) Scheduled number of shares to be repurchased (shares): 6000000

  • (7) Price range for repurchase (NTD): 13.86~42.66; if the company’s stock price falls below the lower limit of this price range it will continue to be repurchased.

  • (8) Method of repurchase: Repurchased from the centralized trading market.

  • (9) Ratio of scheduled repurchased shares to total issued shares (%) : 0.85

  • II.Execution status of share repurchase: Report based on actual buyback conditions.

4

Ratification Items

Ratification Item No. 1 Proposed by Board of Directors

Proposal: 2024 Business Report and Financial Statements, submitted for ratification. Description: The 2024 financial statements (including the consolidated financial statements) of the Company have been prepared by the Board of Directors of the Company and audited by CPAs, and submitted to the Audit Committee together with the Business Report for review. In addition, the Audit Committee has also issued a review report on file. Please refer to the Attachment Ⅰ to AttachmentⅢ (Pages 8-34), for ratification.

Resolution:

Ratification Item No. 2 Proposed by Board of Directors

Proposal: 2024 earnings distribution proposal. submitted for ratification. Explanation: 2024 earnings distribution table is specified below:

Unitech Printed Circuit Board Corp. Earnings Distribution Table 2024

Unit: NT$

Earnings Distribution Table
2024
Unit: NT$
Item Amount
Undistributed earnings at the beginning of the period 0
Add: Net income after tax of the current period 1,587,789,762
Less: 10% for a legal reserve (158,778,976)
Distributable earnings 1,429,010,786
Item for distribution
Shareholders’dividends [Cash 0.7 yuan/share] 496,585,023
Undistributed earnings at the end of period 932,425,763

Note:

  1. Based on the outstanding shares of 709,407,175 as of March 31 2025 it is proposed to distribute a cash dividend of NT$0.7 per share rounded down to the nearest whole dollar with any fractional amounts included in the company’s other income. This proposal will be authorized by the chairman to set the ex-dividend date payment date and other related matters after being approved by the shareholders’ meeting.

  2. If the number of outstanding shares is affected by repurchase of the Company's shares, the transfer or cancellation of treasury shares, issuance of new shares for cash capital increase,

5

or due to other reasons, resulting in a change in the dividend payout ratio, it is proposed to request the shareholders' meeting to authorize the Chairman to handle the matter with full power.

Chairman: Managerial Officer: Chief Accounting Officer:

Resolution:

6

Discussion Items

Discussion Item No. 1 Proposed by Board of Directors

Proposal Discussion on proposal for amendment to the “Articles of Incorporation”, submitted for resolution.

Description:

  1. To meet the Company's operational needs, it is proposed to increase the authorized amount of capital to NT$10 billion.

  2. In order to comply with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and to comply with the guidelines of the competent authority's Corporate Governance Evaluation, it is proposed to newly include Article 21-2 in the Articles of Incorporation.

  3. In response to the new addition of Paragraph 6 in Article 14 of the Securities and Exchange Act, Article 30 of the Company's Articles of Incorporation is amended accordingly, in order to specify the range of remuneration that must be distributed to entry-level employees.

  4. Article 30-1 of the Articles of Incorporation is amended to clarify the dividend policy.

  5. 5.Please refer to Attachment (Page 35-38) for the comparison table of amended provisions.

Resolution:

Extemporary motion:

Adjournment of meeting

7

Attachment I

2024 Business Report

In 2024, the export orders of Taiwanese manufacturers reached US$589.54 billion, an annual increase of 5.1%, which was the third highest in history. In addition, the electronic products sales amounted to US$211.55 billion, an increase of 11.5%; the information and communication products sales amounted to US$172.02 billion, an increase of 3.6%. Although the global market is still affected by geopolitics and changes in demand, the development of emerging technology applications continues to promote a recovery in sales orders, which reflects the key position and technological advantages of Taiwan's manufacturing industry in the global supply chain. Looking into the year of 2025, the global economic environment is still challenging. The Company will continue to strengthen its core technology and market layout, and will seize the market opportunities in emerging applications such as AI computing, electric vehicles, 5G/6G high-speed communications, and low-orbiting satellites, in order to enhance the added value of products and competitive advantages, thereby promoting a steady growth of the Company.

2024 Financial and Business Performance

The Company’s consolidated revenue amounted to NT$18.532 billion in 2024, an increase of 23.87% from 2023. Net consolidated income of the same year amounted to NT$1.588 billion, and net consolidated income attributable to the owners of the parent company amounted to NT$1.588 billion.

The parent company only operating revenue amounted to NT$17.562 billion, an increase of 26.06% from 2023.

2025 Business Plan Overview

  1. In 2025, the global electronic industry will continue to head towards high performance, lightweight, and intelligence development. This is especially true for high-end electronic applications, such as high-density interconnection (HDI), Rigid-Flex, and high-frequency high-speed PCBs. The continuous upgrade of technology also drives the growth of market demand in automotive electronics, AI computing, and high-speed communication. Unitech will strengthen its technological advantages, enhance product competitiveness,

8

increase market penetration, and continue to accumulate experience in automotive electronics, in order to expand the application scale of ADAS.

  • (1) Improve the application of rigid-flex board technology - The product has the advantages of low signal transmission loss, lightweight, and 3D flexibility, such that it can be widely applied to AR/VR wearable devices, AI servers, and high-end medical equipment, etc. The Company will continue to expand the high value-added applications and will collaborate with customers to reduce the impact of market fluctuations.

  • (2) Seize the opportunity of 5G/6G high-speed communication development - With the gradual improvement of 5G mmWave (millimeter wave) infrastructure and the acceleration of 6G R&D technologies, the global high-speed communication market will continue to grow. The Company will enhance the R&D and applications of highfrequency materials (PTFE, LCP) and low-loss dielectric materials, in order to grasp the future market growth.

  • (3) Enhance automotive electronics and smart driving technology - As autonomous driving technology moves towards Level 3/4, the demand for high-end sensor modules, high-speed computing platforms, and smart cockpits is growing rapidly. Based on the extensive experience in the automotive electronics technologies accumulated over the past years, Unitech will expand its business in AIoT communication modules and ADAS, etc. The related product lines are expected to grow steadily with the expansion of the electric vehicle market.

  • (4) Expand non-consumer electronics market - We will continue to increase the penetration rate in AI server, aerospace, industrial control, Robot, medical electronics and other markets, and will also increase the proportion of high value-added products, along with optimization of the operating structure.

  • (5) Continue to construct the LEO satellite industry - With the accelerated development of the global low-orbit satellite (LEO) industry, the Company has invested in the satellite communication market, such as the Starlink project, and collaborates with international satellite equipment vendors to develop high-frequency radar and antenna

9

array modules and other technologies. Accordingly, they are expected to become a stable source of revenue growth of the Company.

  1. Unitech has continued to invest in R&D, focuses on high-end material technology development, process optimization and high-precision manufacturing technologies, in order to meet the needs of the emerging markets, such as AI computing, high-speed communication, and smart driving. We have also strengthened our leading position in high-end PCB field.

  2. (1) Breakthrough in AI computing and high-frequency and high-speed PCB technology As AI servers and high-speed computing platforms have elevated the requirements for the stability, thermal conductivity, and high-frequency low-loss characteristics of PCB materials, Unitech continues to strengthen the key technologies, including the selection of high-frequency substrates (PTFE/LCP/low dielectric constant FR -4), low-roughness copper foil technology and ultra-fine circuit processing capabilities, and we also actively cooperate with the supply chain to improve the stability of materials, in order to ensure that products meet the needs of emerging markets.

  3. (2) Advanced process technology development

The manufacturing difficulty of high-end PCBs has increased, and Unitech continues to improve its core process technologies, including enhanced drilling, electroplating filling, asymmetric stacking and multiple lamination, etc., in order to improve product yield rate and production efficiency. Furthermore, Unitech has also introduced an AI smart monitoring system to enhance process stability and reliability, to reduce production costs and to ensure product quality, thereby further enhancing the market competitiveness.

3. Capacity expansion and global planning

Unitech continues to optimize and expand production capacity to meet future market demands. We are also strengthening our overseas bases, in order to improve our competitiveness in the global market.

  • (1) Optimization and expansion of production lines

10

The Company flexibly adjusts the capacity allocation according to the market demand and also optimizes the process bottlenecks, in order to improve the production efficiency. For high-end products such as HDI, high-frequency and high-speed PCBs and automotive electronic modules, Unitech plans to establish exclusive production lines and continues to optimize production lines, in order to increase production capacity and utilization rate, thereby satisfying the market demand.

(2) Thailand Plant Planning

As geopolitical risk escalates, customers’ demand for supply chain diversity also increases. Unitech is actively promoting the construction of the Thailand Plant. The mass production is expected to start in Q4 of 2025. The focus of production includes the products of automotive electronics, communication modules and high-frequency PCBs, which will further reduce the risk of one single regional supply chain and will strengthen Unitech's competitiveness in the global market.

  1. Smart manufacturing development

Unitech continues to promote the establishment of smart factories, actively introduces AI smart manufacturing technology and automated production systems, in order to improve production efficiency, optimize cost structure, and secure a competitive advantage in the high-end PCB market.

Future Corporate Development Strategy

  1. Focus on high value-added products and optimize profit structure

  2. (1) Breakthrough in high-end HDI technology: driving the demand for computing power in the AI era

With the rapid development of AI computing (NB, PC, Server), high-performance computing (HPC) and smart terminal equipment, the global semiconductor industry is entering the race of high computing power, which drives the demand for upgrading and high-end HDI technology. AI computing equipment has higher requirements for PCB circuit density, number of layers, and high-frequency low-loss characteristics, which promotes the transformation of PCB architecture to high-end HDI, especially

11

for high-frequency memory modules (DDR6), high-performance GPU/TPU/NPU chip modules and other application fields. Unitech will strengthen the AI computing market deployment and expand industrial applications to maintain our leading position in technology.

  • (2) Development of automotive electronics market: New growth driven by smart driving and Internet of Vehicles (IoV)

The trend of automotive electronics is accelerating. ADAS (Advanced Driver Assistance System) is moving from Level 2+ to Level 3/4. In addition, autonomous driving, high-speed computing and low-latency requirements promote the upgrade of high-density interconnection boards (HDI) and mixed structure PCB technology. Unitech will continue to strengthen the collaboration with global automakers and Tier 1 suppliers to develop next-generation automotive electronic modules and to seize the growth opportunities in the smart driving and IoV markets.

  • (3) Rigid-Flex PCB: Increase penetration rate in wearables and emerging markets

The development of XR (AR/VR/MR) technology has driven the growth of the smart wearable device market, and the demand for lightweight, compact and highly reliable PCBs also increases. With the advantages of low signal loss, flexible design and reduced connector requirements, rigid-flex PCB has become a key solution to high-end wearable devices and high-end electronic products. Unitech will strengthen its process technology for high-density rigid-flex PCB and will collaborate with leading brands of XR devices to expand emerging applications, such as medical electronics, AIoT sensing equipment and high-speed transmission modules, thereby increasing the market penetration rate.

2. Smart Manufacturing and Global Production Capacity Planning

  • (1) Introduction of AI intelligent manufacturing to improve production efficiency and quality

  • Unitech actively promotes smart manufacturing upgrades by introducing the AIoT monitoring system to improve production stability through equipment condition monitoring, process parameter optimization and abnormality analysis. AI technology is used to analyze production data, predict defects, and perform smart

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testing, in order to improve yield rate and reduce scraps, such that the production efficiency and cost competitiveness can be further increased.

  • (2) Global capacity deployment and improvement of supply chain flexibility

In response to geopolitical risks and the need for supply chain diversity, Unitech continues to strengthen operation planning of the Thailand Plant and to expanded production capacity in Southeast Asia, in order to improve regional production flexibility. At the same time, the Company also establishes a close cooperative relationship with key material suppliers to ensure a stable supply of important materials, such as high-frequency substrates and special copper foil.

3. Green Unitech, Environmental Sustainability

Under the global trend of carbon neutrality , the electronics industry supply chain faces the challenges of carbon reduction and sustainable transformation. Unitech actively responds to environmental protection regulations and market demands, and is committed to green manufacturing and ESG management, in order to ensure the sustainable competitiveness of the Company.

  • (1) ESG management and environmental sustainability

Unitech has adopted core strategy of "green, friendly and innovative". ESG (environment, social and corporate governance) management mechanism has been introduced to promote environmental sustainability and to implement social responsibility, in order to ensure long-term stable business operation.

  • (2) Low-carbon manufacturing and green supply chain management

Through R&D innovation and production technology optimization, we continue to improve low-carbon manufacturing capabilities and promote value chain carbon reduction strategy, in order to meet the high ESG requirements of the international market and to realize the co-prosperity and development of the enterprise and the environment.

Looking into 2025, Unitech will focus on the three core strategies of "technological innovation, global planning, and smart manufacturing. We will strengthen the planning in the high-end PCB market, continue to strengthen our leading technology advantages, and

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enhance global competitiveness, in order to ensure stable business growth and continue to create values for shareholders.

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.

We wish you all good health and happiness!

Chairman: Managerial Officer: Chief Accounting Officer:

14

Attachment II

Audit Committee Review Report

For Approval

The Board of Directors of Unitech Printed Circuit Board Corp. has prepared the financial statements for 2024 (including consolidated financial statements), which the CPAs of KPMG Taiwan have audited. We have reviewed these financial statements and the business report, and confirm that all were properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby issue this Review Report for your review.

Submitted to

Annual General Meeting 2025

Unitech Printed Circuit Board Corp.

Convener of Audit Committee: Hsu, Wen-Hsing

March 14, 2025

15

Audit Committee Review Report

For Approval

The Board of Directors of Unitech Printed Circuit Board Corp. has prepared the 2024 earnings distribution table. We, the Audit Committee, have reviewed the table, and confirm that it has been properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby issue this Review Report for your review.

Submitted to

Annual General Meeting 2025

Unitech Printed Circuit Board Corp.

Convener of Audit Committee: Hsu, Wen-Hsing

May 6, 2025

16

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, 2024 and 2023, 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, 2024 and 2023, 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 judgments, and major sources of estimation uncertainty- Evaluation of inventories”, and note 6(d) “Inventories” of the 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.

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, 2024 and 2023, the total assets of investee companies which constituted 4.48% and 4.79% of the Company’s total assets, respectively. For the years ended December 31, 2024 and 2023, the profit or loss of subsidiaries and affiliated companies accounted for by using the equity method which constituted 0.31% and 25.31% 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 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.

AuditorsResponsibilities 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.

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.

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 14, 2025

20

4

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation Balance Sheets December 31, 2024 and 2023

(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
Total current assets
Non-current assets:
1517
Financial assets at fair value through other comprehensive income
non-current (notes 6(b) and 7)
1550
Investments accounted for using equity method, net (note 6(f))
1600
Property, plant and equipment (notes 6(g), (t) and 8)
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
1920
Refundable deposits (note 8)
1990
Other non-current assets
Total non-current assets
Total assets
December 31, 2024
Amount
%
$ 855,566
4
4,400,611
21
9,793
-
29,687
-
663
-
3,005
-
2,064,540
10
53,419
-
4,789
-
10,909
-
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
-
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
-
13,053,861
69
19,066,984
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 (note 7)
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 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, 2024 December 31, 2024 December 31, 2024
Amount % Amount


4,994,218
23
4,744,936
25


3,135,029
15
4,021,200
21
179,193
1
171,517
1
33,408
-
163,366
1
157,808
1
141,963
-

7,432,982
35

295,830
2
6,400,848
30
6,584,218
31
72,450
-
102,833
1
226,787
1
17,886
-
36,514
-
8,865
-


3,505,438
17
4,498,046
23


8,499,656
40
9,242,982
48


7,094,072
33
6,694,072
35


3,718,317
18
3,035,358
16


176,123
1
347,938
2
1,587,790
7
(171,815)
(1)

13,746,231
65



1,763,913
8
176,123
1


248,050
1
(22,349) -
120,192
1
178,921
1
(264,987)
(1)
(238,123)
(1)




103,255
1
(81,551)
-


12,679,557
60
9,824,002
52
$
21,179,213
100
$
21,179,213
100
19,066,984
100

21

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, 2024 and 2023 (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
Total operating expenses
Net operating profit (loss)
Non-operating income and expenses(notes 6(e), (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 of subsidiaries accounted for using equity method, net
Total non-operating income and expenses
Profit (loss) from continuing operations before tax
7950
Less: Income tax expense (income) (note 6(n))
Profit (loss)
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 (note 6(m))
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
Earnings (loss) per share (NT dollars)(note 6(q))
Basic earnings (loss) per share
Diluted earnings (loss) per share (NT dollars)
Diluted earnings (loss) per share
2024 %
100
84
2023 %
100
96
Amount
$ 17,562,300
14,742,562
Amount

13,930,979

13,380,436

2,819,738
16

550,543
4

1,491,387
61,167
11,596
9
-
-


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

1,564,150
9

1,312,562
9

1,255,588
7

(762,019)
(5)

18,580
71,052
132,481
(137,387)
284,550
-
-
1
(1)
2

17,139
65,817

233,240

(122,372)

221,877

-
-
2
(1)
2

369,276
2

415,701
3

1,624,864
37,074
9
-


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

1,587,790
9

(344,241)
(2)

(27,209)
(63,663)
5,279
-
-
-

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

-
(2)
-

(85,593)
-
(264,315)
(2)

270,399
1

(89,192)

(1)

270,399
1

(89,192)

(1)

184,806
1

(353,507)

(3)

$
1,772,596
10
(697,748)

(5)

$
2.36
(0.51)
$ 2.36
(0.51)

22

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, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2023
Loss
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends on 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
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve used to offset accumulated deficits
Other changes in capital surplus:
Other changes in capital surplus
Capital increase by cash
Changes in equity of associates accounted for using equity method
Share-based payments
Balance at December 31, 2024
Ordinary
shares
Capitalsurplus








-
-
-
(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








-
-
-
1,587,790
-
-
-
1,587,790
-
-
-
-
270,399
(58,729)
(26,864)
184,806




-
-
-
1,587,790
270,399
(58,729)
(26,864)
1,772,596





-
-
(171,815)
171,815
-
-
-
-
-
169
-
-
-
-
-
169
400,000
637,400
-
-
-
-
-
1,037,400
-
25,590
-
-
-
-
-
25,590
-
19,800
-
-
-
-
-
19,800


$
7,094,072
3,718,317
176,123
1,587,790
248,050
120,192
(264,987)
12,679,557

23

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, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit (loss) before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Share-based payments
Share of profit of subsidiaries accounted for using equity method
Loss on disposal of property, plant 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
2024
$ 1,624,864
2023
(346,318)
1,040,047
28,218
11,596
137,387
(18,580)
19,800
(284,550)
7,094
-
(4)

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

941,008

858,251
(687,870)
11,811
576
(26)
(133,363)
(8,196)
(2,203)
(1,494)
145,072
(2,214)
313,253
(303)
(279)
(11,364)
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)

(376,600)

6,965

564,408
865,216

24

(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, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition from financial assets at fair value through other comprehensive
income
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 in refundable deposits
Acquisition of intangible assets
(Increase) decrease in other non-current assets
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 increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2024
2,189,272
18,525
(140,592)
(1,531)
2023

518,898

17,139

(128,003)

(1,184)

2,065,674



406,850
(19,833)
(391,808)
-
(1,053,428)
1,523
22,910
(6,821)
1,450

-

(67,269)
672,478

(1,090,167)

416

10,414

(12,537)

(4,051)
(1,446,007)

(490,716)

6,823,310
(7,243,310)
119,909
(119,909)
2,059,000
(2,633,107)
-
(53,478)
-
1,037,400



7,117,816

(7,424,897)

130,044

(130,044)

3,850,000

(3,315,620)
122

(95,065)
(200,650)

-
(10,185)
(68,294)

609,482
246,084



(152,160)

398,244
$
855,566
246,084

25

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, 2024 and 2023, 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, 2024 and 2023, 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 estimation uncertainty- Evaluation of inventories”, and note 6(e) “Inventories” of the consolidated financial statements.

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, 2024 and 2023, the total assets of investee company which constituted 4.06% and 4.26% of the Group ’ s consolidated total assets, respectively. For the years ended December 31, 2024 and 2023, the profit and loss of affiliated companies accounted for by using the equity method constituted 0.31% and 25.44% 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, 2024 and 2023, 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.

4-2

AuditorsResponsibilities 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.

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 14, 2025

29

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023 (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 (notes 6(b) and
(v))
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 (notes 6(c) and 7)
1550
Investments accounted for using equity method, net (notes 6(g) and 8)
1600
Property, plant and equipment (notes 6(h), (v) and 8)
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
1920
Refundable deposits (note 8)
1990
Other non-current assets
Total non-current assets
Total assets
December 31, 2024
Amount
%
$ 1,089,232
5
22,759
-
25,804
-
4,768,227
21
119,703
1
663
-
2,553,674
11
101,556
-
4,789
-
11,777
-
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
-
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
-
13,989,958
65
21,431,149
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(k) and 8)
2170
Accounts payable
2200
Other payables (note 6(l))
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, 2024 December 31, 2024 December 31, 2024

Amount

%

Amount


7,151,211
30
7,109,101
32


3,135,029
13
4,021,200
19
179,193
1
171,517
1
33,408
-
163,366
1
157,808
1
141,963
1

8,698,184
38

405,612
2
947,830
4
12,582,042
54
205,351
1
102,833
-
275,226
1
17,886
-
37,670
-
63,572
-


3,505,438
15
4,498,046
22


10,656,649
45
11,607,147
54


7,094,072
30
6,694,072
31


3,718,317
16
3,035,358
14


176,123
1
347,938
2
1,587,790
7
(171,815)
(1)



1,763,913
8
176,123
1


248,050
1
(22,349) -
120,192
1
178,921
1
(264,987)
(1)
(238,123)
(1)

14,638,022
62




103,255
1
(81,551)
-
$
23,336,206
100


12,679,557
55
9,824,002
46


$
23,336,206
100
21,431,149
100

30

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, 2024 and 2023 (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
Total operating expenses
Net operating profit (loss)
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 profit (loss) of associates accounted for using equity method, net
Total non-operating income and expenses
Profit (loss) from continuing operations before tax
7950
Less: Income tax expenses (income) (note 6(p))
Profit (loss)
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 (note 6(o))
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
Profit (loss) attributable to:
Owners of parent
Comprehensive income attributable to:
Owners of parent
Earnings (loss) per share (NT dollars)(note 6(s))
Basic earnings (loss) per share (NT dollars)
Diluted earnings (loss) per share (NT dollars)
2024 2024 %
100
81
2023 %
100
91
9
10
1
-
11
(2)
-
1
2
(2)
(1)
-
(2)
-
(2)
-
(2)

-
(2)
(1)
(1)
(3)
(5)
(2)
(2)
(5)
(5)
(0.51)
(0.51)
Amount
$ 18,531,998
14,950,360
Amount
14,960,822
13,606,823


3,581,638
19
1,353,999

1,853,710
156,717
12,532
10
1
-


1,588,553
140,028
13,005

2,022,959
11
1,741,586

1,558,679
8
(387,587)

35,041
129,196
128,156
(230,075)
5,070
-
1
1
(1)
-



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

67,388
1
43,023

1,626,067
38,277
9
-

(344,564)
(323)

1,587,790
9
(344,241)

(27,209)
(49,973)
(8,411)
-

-

-
-


(867)
(235,014)
(28,434)

(85,593)

(264,315)

270,399
1
(89,192)

270,399
1
(89,192)

184,806
1
(353,507)
$
1,772,596
10
(697,748)
$
1,587,790
9
(344,241)
$
1,587,790
9
(344,241)
$
1,772,596
10
(697,748)
$
1,772,596
10
(697,748)
$ 2.36
$ 2.36

31

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, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2023
Loss
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends on 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
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve used to offset accumulated deficits
Other changes in capital surplus:
Other changes in capital surplus
Capital increase by cash
Changes in equity of associates accounted for using equity method
Share-based payments
Balance at December 31, 2024
Equity attributable
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Unappropriated
retained
earnings

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





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






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




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



-
-
-
1,587,790
-
-
-
1,587,790
1,587,790
-
-
-
-
270,399
(58,729)
(26,864)
184,806
184,806


-
-
-
1,587,790
270,399
(58,729)
(26,864)
1,772,596
1,772,596


-
-
(171,815)
171,815
-
-
-
-
-
-
169
-
-
-
-
-
169
169
400,000
637,400
-
-
-
-
-
1,037,400
1,037,400
-
25,590
-
-
-
-
-
25,590
25,590
-
19,800
-
-
-
-
-
19,800
19,800
$
7,094,072
3,718,317
176,123
1,587,790
248,050
120,192
(264,987)
12,679,557
12,679,557

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, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit (Loss) before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Dividend income
Share-based payments
Share of (profit) loss 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
2024
$ 1,626,067
2023
(344,564)
1,466,525
63,151
12,532
229,567
(35,041)
(7,959)
19,800
(5,070)
23,105
-
(278)
(4)

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

1,766,328

1,727,517
(13,989)
(757,554)
(49,584)
(26)
(205,822)
(12,413)
(1,385)
(2,493)
283,495
296,746
(7,633)
(11,364)
(526)
299,717
(1,904)
38
372,437
5,885
346
2,463
(284,718)
(191,676)
(37,771)
(53,367)

(482,022)

110,924

1,284,306
1,838,441

33

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, 2024 and 2023 (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 other comprehensive
income
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Proceeds from disposal of non-current assets classified as held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease 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
2024
2,910,373
34,986
7,959
(227,628)
(2,290)
2023

1,493,877

15,247

6,898

(223,064)

(695)

2,723,400



1,292,263
(19,833)
(6,000)

4,000
-
(1,951,347)
9,147
23,012
(6,821)
(1,199)
-

-

(63,113)

146,204
672,478

(1,153,182)

936

10,228

(12,537)

(3,103)
5,946
(1,949,041)
(396,143)

9,584,201
(9,433,698)
119,909
(119,909)
2,059,000
(3,829,843)
2,084
(53,478)
-
1,037,400



9,576,213

(9,170,627)

130,044

(130,044)

3,850,000

(4,704,133)

1,514

(95,065)
(200,650)

-
(634,334)
(742,748)

82,748



(31,075)
222,773
866,459


122,297

744,162
$
1,089,232
866,459

34

Attachment IV

Comparison Table for the Amendments to the "Articles of Incorporation"

Article
number
After amendment Before amendment Reason for
amendment
Article 5 The authorized capital of the
Company
is
NT$10
billion,
divided into1 billion shares.
(The latter part is omitted)
The authorized capital of the
Company is NT$8billion, divided
into800million shares.
(The latter part is omitted)
Increase
the
Company's
capital in order
to increase the
flexibility
of
fund-raising in
the future.
Article
21-2
The Company's board of directors
may establish various functional
committees,
and
their
organizational charters shall be
implemented by the board of
directors through resolution.
1. This article
is
newly
added.
2.
In
accordance
with
Article
27-1
of
the
Corporate
Governance
Best-Practice
Principles for
TWSE/GTSM
Listed
Companies
stating
that
"for
the
purpose
of
developing
supervisory
functions and
strengthening
management
mechanisms,
the board of
directors of the
Company,
in
consideration
of
the
Company's
scale and type
of
operations
and
the
number of its
board
members, may
set
up
functional
committees for
auditing,

35

remuneration,
nomination,
risk
management
or any other
functions, and
based
on
concepts
of
corporate
social
responsibility
and sustainable
operation, may
set
up
environmental
protection,
corporate
social
responsibility,
or
other
committees,
and expressly
provide
for
them
in
the
articles
of
incorporation.”
This provision
is
amended
such that the
Board
of
Directors
of
the Company
has
a
clear
basis
for
establishing
various
functional
committees
and
formulating
specific
guidelines for
the
operation
of
various
functional
committees,
while retaining
the flexibility
to
establish
different types
of
functional
committees.

36

Article 30 If the Company has earnings in the
year,
appropriate
1~5%
as
remuneration to the employees(at
least twenty percent of employee
compensation should be allocated
to frontline 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.
(Thelatterpart is omitted)
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.
(The latter part is omitted)
Paragraph 1 is
amended
in
accordance
with
the
addition
of
Paragraph 6 in
Article 14 of
the Securities
and Exchange
Act.
Article
30-1
The dividend policy is based on
the surplus for dividend policy in
light of the need in business
development and expansion, in
line with the long-term financial
planning of the Company for
sustainability and stable corporate
development. This is mainly based
on the capital budgeting and the
capital requirements in subsequent
years of the Company where the
retained earnings shall be used to
finance
subsequent
capital
requirement. Only then the surplus
shall be paid as dividends. The
distribution process is specified
below:
(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, andan amount within
100% of the distributable earnings
may
be
distributed
to
shareholders.
The payment of stock dividend
will be conditioned by the state of
The dividend policy is based on
the surplus for dividend policy in
light of the need in business
development and expansion, in
line with the long-term financial
planning of the Company for
sustainability and stable corporate
development. This is mainly based
on the capital budgeting and the
capital requirements in subsequent
years of the Company where the
retained earnings shall be used to
finance
subsequent
capital
requirement. Only then the surplus
shall be paid as dividends. The
distribution process is specified
below:
(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).
(4) Specific proportion of the
remainder shall be retained for
operational needs, followed by
payment
as
dividends
to
shareholders.
Dividends will be paid out in
consideration of the status of
capital utilization and map out the
1.
Subparagraph
4 of Paragraph
1 is amended
to clarify the
dividend
policy.
2. Paragraph 2
is amended to
correct
wording.

37

capital utilization whereby an
appropriate ratio between cash
dividend and stock dividend for
the year shall be mapped out of
which cash dividend shall account
forat least 50% of the total
dividend.
ratio of cash dividends and stock
dividends.
In
general,
cash
dividends shall be paid from 50%
to 100% of the total dividends
while stock dividends will be paid
at 50% to 0%.
Article 33 (Paragraphs 1 to 32 omitted)
The 32nd amendment was made
on 2025.6.17.
(Paragraphs 1 to 32 omitted) Addition of
the date of the
most recent
amendment.

38

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

39

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

40

  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.

  3. VIII. The Presiding Officer shall announce for the beginning of the session at the scheduled time and announce the shares bearing no voting rights and the quantity of shares represented by shareholders in session.

The Presiding Officer shall announce the postponement of the meeting if the attendance of shareholders cannot represent more than half of the outstanding shares for up to two times, and the total time lapse shall not be more than 1 hour. If postponement of the meeting has been announced twice and the Shareholders in session can represent more than one-third of the outstanding shares, a provisional decision shall be made pursuant to Paragraph 1 under Article 175 of the Company Act.

Prior to the adjournment of the meeting for this instance, and if the Shareholders in session can represent more than half of the outstanding shares, the Presiding Officer shall make a provisional decision and refer to the new General Meeting of Shareholders pursuant to Article 174 of the Company Act.

  • IX. The Board shall prepare the agenda for Shareholders Meeting called by the Board, and shall proceed in accordance with the agenda. The meeting shall be unfolded as scheduled in the agenda shall not be modified unless at the approval of the Shareholders Meeting.

  • If the Shareholders Meeting is called by other parties entitled to call for the meeting, the rules mentioned shall govern.

The Presiding Officer shall not announce for the adjournment of the meeting before the conclusion of the agenda and the motions are still in proceedings as stated in the agenda (including extemporary motions” unless under the resolution of the shareholders for consent.

After the adjournment of the meeting, Shareholders cannot nominate another Presiding Officer to continue the Shareholders Meeting at the same place or in another place.

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

  • X. Shareholders in session shall fill in a message slip to specify the summary of the speech they intend to deliver, the Shareholders Account Number (or Attendance Pass Number), and Account Title. The Presiding Officer shall determine the priority for the Shareholders to express their opinions as stated in the message slip.

Shareholders in session who just present a message slip without delivering the speech shall be construed as no expression of opinion. If the content of the speech is not congruent with the

41

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 motion was passed, it shall be deemed all the others were being passed and further voting is not

42

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.

43

Appendix

Articles of Incorporation of Unitech Printed Circuit Board Corp. (before amendment)

Chapter I: General Provision

  • Article 1: The Company is duly incorporated in accordance with the Company Act bearing the title of UNITECH PRINTED CIRCUIT BOARD CORP.

  • Article 2: 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 2-1: The Company may act as guarantor in favor of other industry peers for business needs.

  • Article 2-2: 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 3: 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 4: The Company shall make an announcement in accordance with Article 28 of the Company Act.

Chapter II: Shares of Stock

  • Article 5: 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 6: 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 7: 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 8: (Deleted)

  • Article 9: (Deleted)

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  • Article 10: In case of a missing share certificate or for whatever reasons that requires replacement, a handling charge and applicable stamp tax will apply.

  • Article 11: Particulars inscribed in the Shareholder Roster shall be suspended in the period of 60 days prior to the day scheduled for a regular session of the Shareholders Meeting, or 30 days prior to the day scheduled for a special session of the Shareholders Meeting, or 5 days prior to the dividend and bonus day or any other day on which benefit will be paid.

Chapter III: Shareholders Meeting

  • Article 12: 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 12-1: The Shareholders Meeting of the Company may convene via videoconferencing or any other means as announced by the central competent authority.

  • Article 13: 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 14 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 15: Shareholders are entitled to one vote for the holding of each share unless the law provides otherwise.

  • Article 16: 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 17: 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

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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 18: The Company shall establish 7 to 9 seats of Directors. The election of Directors shall be made under the candidate nomination system where the shareholders may elect the candidates on the list to the seats of Directors. Each Director has a tenure of 3 years and may assume a new term of office if reelected. The total quantity of shares held by all Directors shall conform to the “Regulations Governing the Percentage and Audits of Shares Held by Directors and Supervisor of Public Companies” promulgated by the competent authority of securities.

  • Of all the seats of Directors as mentioned, 3 shall be reserved for Independent Directors. The professional qualification, hold of shares, restriction of engagement in part-time duties, the method of nomination and others shall be governed by applicable laws.

  • Article 19: 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 20: 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 21: 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 21-1: 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 22: 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

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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 23: 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 23-1: The Board shall specify the cause of convention and give notice to all Directors 7 days in advance but may convene at any time in case of emergency.

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

  • Article 24: 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 25: (deleted)

  • Article 25-1: 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 25-2: 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 26: 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 26-1: 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

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deriving from the performance of their assigned duties under the law.

Article 27: (deleted)

Article 28: (deleted)

Chapter VI: Accounting

  • Article 29: 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 30: 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 there is a surplus from account settlement in the year, the Company shall appropriate for the payment of applicable taxes and covering carryforward loss, followed by the appropriation of 10% as mandatory reserve, and the appropriation or reversal of special reserve under applicable legal rules or the requirement of the competent authority. The remainder shall be pooled with the undistributed earnings carried forward from the previous period. The Board shall then map out a proposal for the distribution of the earnings and present it to the Shareholders Meeting for approval of payment as dividends to shareholders.

  • Article 30-1: The residual dividend policy is adopted for the need for business expansion in line with the long-term financial planning of the Company for sustainable development and stable corporate development. This will be based on the capital budgeting of the Company in the future for measurement of capital requirement with the funding by retained earnings. Only the remainder of the earnings will be paid out as stock dividends. The procedure is specified as follows:

  • (I) Optimal capital budgeting.

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

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

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

Dividends will be paid out in consideration of the status of capital utilization and map out the ratio of cash dividends and stock dividends. In general, cash dividends shall be paid

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from 50% to 100% of the total dividends while stock dividends will be paid at 50% to 0%.

Chapter VII: Miscellaneous

  • Article 31: The Board shall separately institute the Organization Charter and enforcement rules of the Company.

  • Article 32: Anything not covered by the Articles of Incorporation shall be governed by the Company Act and other applicable laws.

Article 33: The Articles of Incorporation were duly enacted on 1984.12.13.

  • The 1st amendment was made on 1985.08.28.

The 2nd amendment was made on 1985.10.01.

  • The 3rd amendment was made on 1987.07.14. The 4th amendment was made on 1989.04.18. The 5th amendment was made on 1990.03.27. The 6th amendment was made on 1991.05.18. The 7th amendment was made on 1993.05.15. The 8th amendment was made on 1994.12.10. The 9th amendment was made on 1995.10.20. The 10th amendment was made on 1996.05.16. The 11th amendment was made on 1997.10.21. The 12th amendment was made on 1998.05.26. The 13th amendment was made on 1999.05.21. The 14th amendment was made on 2000.06.16. The 15th amendment was made on 2000.06.16. The 16th amendment was made on 2001.06.26. The 17th amendment was made on 2001.06.26. The 18th amendment was made on 2002,06.20. The 19th amendment was made on 2004.06.10. The 20th amendment was made on 2005.06.10. The 21st amendment was made on 2006.05.17. The 22nd amendment was made on 2007.06.13. The 23rd amendment was made on 2008.05.30. The 24th amendment was made on 2009.05.21.

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The 25th amendment was made on 2011.06.28. The 26th amendment was made on 2012.06.19. The 27th amendment was made on 2014.06.27. The 28th amendment was made on 2016.06.21. The 29th amendment was made on 2017.06.20. The 30th amendment was made on 2018.06.12. The 31st amendment was made on 2022.6.21.

Unitech Printed Circuit Board Corp.

Chairman: Chang Yuan-Ming

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Appendix III

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

Directors:
Item for
distribution
January 15, 2025
Amount proposed by
the Board of
Directors (A)
Estimated amount
for the year of
expense recognition
(2024) (B)
Amount
of
difference
(A-B)
Reason for
the difference
and response
Remuneration
to employees
34,000,000 34,000,000 0 No difference
Remuneration
to directors
17,000,000 17,000,000 0 No difference

Appendix IV

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 V

Unitech Printed Circuit Board Corp. Quantity of Shareholders by Directors

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

Required quantity of
shareholding
Quantity of shareholding in
Shareholder Roster

22,701,029
52,703,388

II. Listing of shareholding

Title Name Quantity of
shareholding in
Shareholder Roster

Remark
Chairman Kuo-Ling Investment Co.,
Ltd.
44,884,181 Representative:
Chang, Yuan-Min
Vice
Chairman
Kuo-Ling Investment Co.,
Ltd.
44,884,181 Representative:
Chang, Yuan-Fu
Director Chen, Cheng-Hsiun 5,250,508

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Director Ko, Wen-Shen 2,56816999
Independent
Director
Wang, Feng-Kuei 0
Independent
Director
Hsu, Wen-Hsin 0
Independent
Director
Liu, Kun-Tien 0

Note: Book closure date: April 19, 2025

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