UPC - AGM Information 2023 | FinancialReports.eu

Stock Code: 1313

UPC Technology Corporation 2023 Annual General Shareholders’

Meeting

Handbook

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

May 24, 2023

Shareholders meeting will be held by means of ： physical shareholders meeting

Page Agenda ................................................................................................................ 2 Report Items ......................................................................................................... 3 Ratification Items ................................................................................................. 5 Discussion Items ................................................................................................... 8 Extraordinary Motion ......................................................................................... 8 Attachment Attachment 1: Business Report .............................................................................. 9 Attachment 2: Audit Committee Report ............................................................. 12 Attachment 3: Financial Statement ................................................................... 13 Attachment 4:The Comparison Table of Amendments of the Rules of Procedures for Shareholders’ Meetings ...................................... 37 Appendix Appendix 1 : Rules of Procedures for Shareholders’ meeting ......................... 58 Appendix 2 ： Articles of Incorporation of UPC Technology Corporation ...... 67 Appendix 3 ： Directors’ Shareholding Position .................................................. 76

Agenda for the 2023 Annual General Meeting of UPC Technology Corporation

Time: 09:00 am, May 24, 2023 (Wednesday)

Venue: 1F, No. 209, Section 1, Nangang Road, Nangang District, Taipei City

Meeting method: Physical venue.

1. Chairperson’s Opening Remarks

2. Reporting Items:

(1) 2022 Business Report.
(2) Audit report by the Audit Committee.
(3) Report on the 2022 cash dividends distribution.
(4) Report on the 2022 issue of domestic secured corporate bonds.

3. Ratification Items:

(1) Ratification of 2022 business report and financial statements.

(2) Ratification of 2022 earnings distribution.

4. Discussion Items:

Amendments of the Rules of Procedures for Shareholders’ Meeting.

5. Extraordinary Motion

6. Adjournment

II. Report Items

I. Presenting the Company’s 2022 Business Report for review.
Description: Please refer to Attachment 1 on page 7 and 8 of this meeting manual.
II. Presenting the 2022 annual final accounting books and statements which have been audited by Audit Committee for review. Description: Please refer to Attachment 2 on page 9 of this meeting manual.
III. Presenting the 2022 cash dividends distribution for review. Description:
(1) According to Paragraph 5, Article 240 of the Company Act and Paragraph 1, Article 28 of the Company’s Articles of Incorporation, the dividends distribution should be made in cash, and the board of directors is authorized to approve the distribution by resolution and report it at the shareholders’ meeting.
(2) On March 6, 2023, the board meeting resolved to distribute cash dividends of NT$263,582,721 to shareholders, at NT$0.2 per share. The cash dividends have been distributed on April 26, 2023.
IV. Reporting on the 2022 issue of domestic secured corporate bonds for review. Description:

In order to repay bank borrowings and strengthen the financial structure, the board meeting held on May 5, 2022 approved the issuance of secured corporate bonds in total value less than or equal to NT$6 billion with a maturity of no more than 5 years. The Zheng-Gui-Zhai-Zi Document No.11100079331 received from the Taipei Exchange dated July 18, 2022 reported the issuance of NT$3 billion secured corporate bonds with a

maturity of 5 years as effective. The Taipei Exchange approved the issuance with the Zheng-Gui-Zhai-Zi Document No.11100081692 of the Taipei Exchange dated July 21, 2022.

III. Ratification Items

Motion 1 (Proposed by the board of directors)

Summary: Presenting the Company’s 2022 business report and financial statements for ratification.

Description:

1. The 2022 business report and financial statements, which are audited by CPAs, have been reviewed by the Company’s Audit Committee. Please refer to Attachment 1 (page 7 and 8), Attachment 2 (page 9), and Attachment 3 (pp. 10-30) of this meeting manual.

2. The documents are submitted for ratification.

Resolution:

Motion 2 (Proposed by the board of directors)

Summary: Presenting the proposal of the Company’s 2022 earnings distribution for ratification.

Description:

1. The 2022 earnings distribution table is proposed as follows:

UPC Technology Corporation

2022 Annual Earnings Distribution Table

	Unit: NT$	Unit: NT$
Item	Amount
Undistributed earnings at the beginning of the year		3,345,032,101
(1) Less: Net loss after tax for the year Plus: Retained earnings of investment adjustment using the equity method. Plus: Defined-benefit plan re- measurement recognized in retained earnings Current post-tax net loss plus the amount of other undistributed earnings for theyear.	(1,236,224,095)
	78,640,464
	14,978,865
		(1,142,604,766)
(2) Less: Allocated legal reserve		-
Earnings available for distribution in the current period		2,202,427,335
(3) Distribution in the current period: Shareholder dividends (cash dividends of NT$0.2 per share)		(263,582,721)
Undistributed earnings at the end of the period		1,938,844,614
Note: According to Paragraph 5, Article 240 of the Company Act and Article 28 of the Company’s Articles of Incorporation, the cash dividends distribution is resolved by the board and reported at the shareholders’ meeting.

2. The Company allocates the shareholder dividends in an amount of NT$263,582,721. The amount is determined based on the 1,317,913,607 shares with rights to participating in earnings distribution. The cash dividends distributed in the proposal of the earnings distribution is

calculated to the whole number. The sum of the fractional cash dividends less than NT$1 will be listed as other incomes of the Company.

3. The documents are submitted for ratification.

Resolution:

IV. Discussion Items

Motion 1 (Proposed by the board of directors)

Summary: Amendment of the Company’s rules of procedures of shareholders’ meeting for review and approval.

Description:

1. To amend parts of the the Company’s Rules of Procedures for Shareholders’ Meeting in accordance with rules and regulations and practical need.

2. Please refer to Attachment 4 (page 31-42 of this meeting manual) for the comparison table of the amended articles. The proposal is presented for review and approval.

Resolution:

V. Extraordinary Motion

VI. Meeting Adjournment

Attachment 1

UPC Technology Corporation Business Report

Looking back on past events in 2022, there were continuing pandemic control measures and zero-tolerance strategy adopted by China starting the second quarter, which severely affected the start of operations of downstream operators and the war between Russia and Ukraine which caused the surge in prices of food and energy and the deterioration of inflation. The Company suffered operating losses due to rising raw materials and energy prices, reducing production of downstream operators and poor overall demand. However, we were able to maintain stable operations through timely adjustments to the production and marketing strategies, inventory control and creation of core competitive advantages.

I. 2022 Business Results

The net consolidated revenue in 2022 was NT$72.82 billion, which was 11% down from the previous year. The net loss after tax was NT$ 1.236 billion, and the after-tax loss per share was NT$0.94.

The total output of the 2022 Group was 2.17 million tonnes, and the total sales volume was 1.81 million tonnes, both of which were slightly lower than the previous year.

II. 2023 Business Outlook

Looking forward to 2023, the economic conditions are not looking optimistic due to the impact of inflation, global interest rate hikes and geopolitics. In the face of these environmental changes and global competition, the Company will continue to develop value-added, sustainable and low-carbon green chemicals to reduce various operating costs, and enhance the overall risk control by flexibly adjusting production and marketing strategies and improving product mix and customer service, and will take a prudent and conservative approach in continuing to strengthen corporate governance to 9

cope with future changes in the industry.

Operational roadmap of the Company:

There are six business units of Taiwan, South China, East China, Southwest China, Northeast China and Malaysia to cover Greater China and Southeast Asia and the Company expands our footprints to the global markets in South Asia, Northeast Asia, Middle East, Africa, Americas and Europe.

The Operations strategy of the Company:

1. The organizational structure of the Company is profit-centered business unit (BU) and supplemented by nine functional departments to establish the system and integrate group resource. The nine functional departments will support BU to manage relevant operation activities more efficiently to create profits and achieve the operation goal.

2. With respect to the raw materials supply, the Company continues to expand the cooperation and alliances with the upstream manufacturers in China and all over the world to get the stable supply and price advantage raw materials and strengthen its ability to flexible allocation and adjustment.

3. With respect to logistics, trade and energy services, the Company will develop a smart logistics system, and make good use of geographical advantages and channels to reduce the operating costs and improve overall revenue at the same time, further becoming a sustainable operating entity.

4. In terms of fine and specialty chemicals, the Company will continue to develop and produces benzene-free, odorless and eco-friendly hydrogenated plasticizer and accelerate the development of eco-friendly bio-plasticizers, carbon cycle plasticizers, biodegradable plastics and specialty chemical products.

5. The Company cooperates with international companies to develop highvalue-added products.

6. With respect to occupational safety, fire protection and process safety, the Company, with the aim of zero occupational injuries, uses advanced

monitoring and management systems to identify various potential risks, and incorporates the concept of process safety management (PSM).

7. With respect to environmental protection, the Company will continue to adopt energy-saving and carbon reduction measures such as process waste heat recovery and steam power generation, and implement circulareconomy practices to achieve sustainability goals of zero emissions and carbon neutrality.

8. The Company develops “UPC 4.0” based on Industry 4.0 and makes use of tools such as the internet of things, AI and RPA process robot for digital transformation to enhance production competitiveness and management efficiency.

9. Continue to carry out talent cultivation and succession, supplemented by taking inventory of talent capacity to gradually improve qualification, in order to meet the Company’s manpower needs for long-term growth.

As a global leading company in phthalic anhydride and plasticizers, the Company continues to develop various environmentally-friendly plasticizers, to improve our core competitiveness, and to strive for innovation and will reward our shareholders and contribute to our society with our excellent operating results.

We wish

all shareholders good health and good luck. Thank you!

Chairman: Miau, Matthew Feng Chiang

General Manager ： Ko, Yi-Shaw

Chief Accounting Officer ： Wu, Cheng-Chien Simon

Attachment 2

UPC Technology Corporation Audit Committee Report

The board of directors prepares and submits 2022 financial statements (from January 1, 2022 to December 31, 2022), which have been audited by two attesting CPAs, Chien-Liang Liu and Wen-Chin Lin, of Deloitte Taiwan. The 2022 business report and earning distribution schedule are inspected to be in compliance with the Company Act and relevant regulations by the Audit Committee and report is prepared in accordance with Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act.

Yours,

2023 Annual General Meeting of UPC Technology Corporation

UPC Technology Corporation Convener of Audit Committee: Wang, Paul P.

March 15, 2023

UPC Technology Corp. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders UPC Technology Corp.

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. 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.

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The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is described as follows:

Recognition of Operating Revenue

The Group’s main revenue came from the sales of plasticizers. Considering that the recognition of such revenue had a significant impact on the financial statements, the authenticity of sales revenue from customers with substantial growth and amount was identified as a key audit matter for the current year. In response to the aforementioned key audit matter, we performed audit procedures as follows: We assessed the related internal controls, checked the transaction records and supporting documents to ensure the occurrence of the transactions and confirmed that the recognition of revenue was in compliance with IFRS. For the accounting policies on revenue recognition, please refer to Note 4 (n) of the consolidated financial statements.

Other Matter

We have also audited the parent company only financial statements of UPC Technology Corp. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC 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.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of 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 statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 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.

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The engagement partners on the audits resulting in this independent auditors’ report are Chien-Liang Liu and Wen-Chin Lin.

Deloitte & Touche Taipei, Taiwan Republic of China

March 15, 2023

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income (Note 8) Financial assets at amortized cost (Notes 9 and 33) Notes receivable (Notes 10 and 17) Trade receivables (Note 10) Other receivables (Note 10) Other receivables from related parties (Note 32) Current tax assets (Note 26) Inventories (Note 11) Other current assets (Note 16) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 8) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Notes 14) Right-of-use assets (Note 15) Computer software Deferred income tax assets (Note 26) Other non-current assets (Notes 16 and 32) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 10 and 17) Notes payable (Note 19) Trade payables (Notes 19 and 32) Other payables (Note 20) Current tax liabilities (Note 26) Provisions (Note 21) Lease liabilities (Note 15) Current portion of long-term liabilities (Notes 17 and 18) Other current liabilities (Note 20) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 18) Long-term borrowings (Notes 17 and 34) Provisions (Note 21) Deferred tax liabilities (Note 26) Lease liabilities (Note 15) Long-term deferred revenue (Note 29) Net defined benefit liabilities (Note 22) Guarantee deposits received (Note 32) Total non-current liabilities Total liabilities EQUITY (Note 23) Share capital Ordinary shares Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2022 Amount % $ 4,244,635 8 42,227 - 913,027 2 33,907 - 650,645 1 2,890,043 6 237,456 - 2,162 - 182,876 - 8,892,941 18 1,791,607 4 19,881,526 39 10,834,137 21 22,979 - 16,135,794 32 1,522,968 3 8,548 - 1,418,713 3 737,757 2 30,680,896 61 $ 50,562,422 100 $ 4,134,727 8 202,516 1 1,597,899 3 1,347,449 3 78,633 - 113,123 - 13,446 - 6,056,151 12 653,274 1 14,197,218 28 2,995,345 6 6,540,457 13 12,349 - 282,658 1 17,443 - 161,077 - 235,890 - 13,783 - 10,259,002 20 24,456,220 48 13,547,626 27 4,288 - 13,551,914 27 1,387,955 3 2,838,651 6 341,773 1 2,202,427 4 5,382,851 11 6,222,423 12 (438,941) (1) 26,106,202 52 $ 50,562,422 100		2021
				Amount % $ 4,344,203 8 25,665 - 1,163,669 2 33,049 - 878,722 2 4,063,394 8 240,416 - 3,856 - 142,571 - 8,633,424 16 2,767,300 5 22,296,269 41 12,739,478 24 18,441 - 15,711,926 29 1,534,786 3 10,797 - 819,056 2 641,091 1 31,475,575 59 $ 53,771,844 100 $ 3,036,758 6 508,722 1 2,171,713 4 1,493,655 3 105,721 - 68,039 - 13,155 - 300,000 - 950,061 2 8,647,824 16 5,991,133 11 8,486,830 16 10,363 - 276,219 1 25,556 - 171,296 - 252,480 - 13,406 - 15,227,283 28 23,875,107 44 13,471,206 25 6,559 - 13,477,765 25 1,388,431 3 2,581,282 5 341,773 1 4,914,231 9 7,837,286 15 7,632,196 14 (438,941) (1) 29,896,737 56 $ 53,771,844 100

The accompanying notes are an integral part of the consolidated financial statements.

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UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

OPERATING REVENUE (Note 24) Sales Other operating revenue Total operating revenue OPERATING COSTS (Note 25) Cost of goods sold (Notes 11 and 32) Other operating cost Total operating costs GROSS PROFIT OPERATING EXPENSES (Notes 25 and 32) Selling and marketing expenses General and administrative expenses Expected credit (gain) loss Total operating expenses (LOSS) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit or loss of associates accounted for using the equity method (Note 13) Interest income (Note 24) Other income (Notes 25 and 32) Other gains and losses (Note 25) Finance costs (Note 25) Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX BENEFIT (EXPENSE) (Note 26) NET (LOSS) PROFIT OTHER COMPREHENSIVE INCOME (Note 23)		2022 Amount % $ 72,526,564 100 293,079 - 72,819,643 100 72,268,449 100 207,184 - 72,475,633 100 344,010 - 1,655,065 2 1,066,502 2 (4,931) - 2,716,636 4 (2,372,626) (4) 133 - 29,402 - 1,154,081 1 (245,437) - (287,775) - 650,404 1 (1,722,222) (3) 485,998 1 (1,236,224) (2)		2021
				Amount % $ 81,787,061 100 155,367 - 81,942,428 100 76,694,876 94 108,976 - 76,803,852 94 5,138,576 6 1,609,480 2 1,075,547 1 5,660 - 2,690,687 3 2,447,889 3 12 - 26,722 - 671,133 1 (143,192) - (233,694) (1) 320,981 - 2,768,870 3 (621,408) (1) 2,147,462 2

(Continued)

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UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive gain (loss) of associates accounted for using the equity method (Note 13) Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 26) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Note 26) Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR (LOSSES) EARNINGS PER SHARE (Note 27) Basic Diluted		2022 Amount % $ 18,729 - (2,085,072) (3) 2,312 - (3,750) - (2,067,781) (3) 763,468 1 (11,840) - 751,628 1 (1,316,153) (2) $ (2,552,377) (4) $ (0.94)		2021
				Amount % $ (24,602) - 4,167,086 5 (9) - 4,920 - 4,147,395 5 (260,103) - 3,130 - (256,973) - 3,890,422 5 $ 6,037,884 7 $ 1.66 $ 1.62




				$

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings Legal reserve Cash dividends distributed by the Company Dividends from claims extinguished by prescription Net profit in 2021 Other comprehensive income (loss) in 2021, net of income tax Total comprehensive income (loss) in 2021 Issue of ordinary shares under employee share options Treasury shares transferred to employees Share-based payment transaction - employees share option plan Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings Legal reserve Cash dividends distributed by the Company Dividends from claims extinguished by prescription Net loss in 2022 Other comprehensive income (loss) in 2022, net of income tax Total comprehensive (loss) income in 2022 Issue of ordinary shares under employee share options Advance share payments for issuing of ordinary shares under employee share options Share-based payment transaction - employees share option plan Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2022	Share Capital	Total Capital Surplus $ 13,323,476 $ 1,361,372 - - - - - 585 - - - - - - 154,289 (16,250 ) - (2,721 ) - 45,445 - - 13,477,765 1,388,431 - - - - - 296 - - - - - - 69,861 (10,114 ) 4,288 - - 9,342 - - $ 13,551,914 $ 1,387,955		Retained Earnings	Total $ 6,555,946 - (1,292,348 ) - 2,147,462 (19,682) 2,127,780 - - - 445,908 7,837,286 - (1,311,831 ) - (1,236,224 ) 14,979 (1,221,245) - - - 78,641 $ 5,382,851		Other Equity	Total Treasury Shares $ 4,168,000 $ (454,093 ) - - - - - - - - 3,910,104 - 3,910,104 - - - - 15,152 - - (445,908) - 7,632,196 (438,941 ) - - - - - - - - (1,331,132) - (1,331,132) - - - - - - - (78,641) - $ 6,222,423 $ (438,941)	Total Equity $ 24,954,701 - (1,292,348 ) 585 2,147,462 3,890,422 6,037,884 138,039 12,431 45,445 - 29,896,737 - (1,311,831 ) 296 (1,236,224 ) (1,316,153) (2,552,377) 59,747 4,288 9,342 - $ 26,106,202
							Exchange Differences on Translating Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (896,268 ) $ 5,064,268 - - - - - - - - (256,973) 4,167,077 (256,973) 4,167,077 - - - - - - - (445,908) (1,153,241 ) 8,785,437 - - - - - - - - 751,628 (2,082,760) 751,628 (2,082,760) - - - - - - - (78,641) $ (401,613) $ 6,624,036
	Ordinary Shares Capital Collected in Advance $ 13,323,476 $ - - - - - - - - - - - - - 147,730 6,559 - - - - - - 13,471,206 6,559 - - - - - - - - - - - - 76,420 (6,559 ) - 4,288 - - - - $ 13,547,626 $ 4,288			Legal Reserve Special Reserve Unappropriated Earnings $ 2,339,154 $ 341,773 $ 3,875,019 242,128 - (242,128 ) - - (1,292,348 ) - - - - - 2,147,462 - - (19,682) - - 2,127,780 - - - - - - - - - - - 445,908 2,581,282 341,773 4,914,231 257,369 - (257,369 ) - - (1,311,831 ) - - - - - (1,236,224 ) - - 14,979 - - (1,221,245) - - - - - - - - - - - 78,641 $ 2,838,651 $ 341,773 $ 2,202,427

The accompanying notes are an integral part of the consolidated financial statements.

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UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES (Loss) income before income tax Adjustments for: Expected credit (gain) loss recognized on trade receivables Depreciation expense Amortization expense Finance costs Interest income Dividend income Compensation costs of employee share-based payment Loss on disposal of property, plant and equipment Gain on disposal of right-of-use assets Net gain on fair value changes of financial assets as at fair value through profit or loss Share of loss of associates accounted Long-term deferred revenue transferred to other income (Reversal of write-down) write-down of inventories Changes in operating assets and liabilities: Notes receivable Trade receivables Other receivables Other receivables from related parties Inventories Other current assets Notes payable Trade payables Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income	2022 $ (1,722,222) (4,931) 1,777,274 220,595 287,775 (29,402) (569,529) 9,342 5,873 - (162) (133) (12,976) (354,798) 228,246 1,178,962 5,757 1,694 81,335 975,693 (306,206) (573,814) (137,674) 47,070 (296,787) 2,139 813,121 26,605 (166,523) 673,203 (27,374) 85,359 13,527	2021 $ 2,768,870 5,660 1,748,984 206,011 233,694 (26,722) (378,426) 45,445 17,708 (125,554) (50) (12) (12,703) 596,543 (256,762) (704,701) (44,281) (257) (3,354,543) (941,552) 226,799 670,990 (55,854) (44,699) 323,578 (5,794) 892,372 29,910 (975,421) (53,139) (287,655) 703,291 23,044 (Continued)

22 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Purchase for property, plant and equipment (including prepayments for equipment) Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for computer software Proceeds from disposal of right-of-use assets Increase in other non-current assets Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of bonds Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid Proceeds from exercise of employee share options Proceeds from treasury shares transferred to employees Interest paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 $ (343) (17,400) 1,000 (1,968,676) 13,276 (8,766) 714 (6,978) - (239,792) 569,566 (1,585,887) 2,994,908 47,005,302 (45,948,841) 36,426,350 (38,613,022) 405 (28) (13,209) (1,311,831) 64,035 - (248,251) 355,818 457,298 (99,568) 4,344,203 $ 4,244,635	2021 $ (288) - - (2,009,963) 11,481 (14,237) 5,024 (3,546) 148,147 (228,713) 378,426 (1,274,989) - 45,721,073 (44,262,594) 40,092,350 (37,913,326) 27 (10) (17,683) (1,292,348) 138,039 12,431 (230,482) 2,247,477 (199,012) 720,337 3,623,866 $ 4,344,203

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

23 -

UPC Technology Corp.

Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders UPC Technology Corp.

Opinion

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. 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.

The key audit matter of the Company’s financial statements for the year ended December 31, 2022 is described as follows:

Recognition of Operating Revenue

The Company’s main revenue came from the sales of plasticizers. Considering that the recognition of such revenue had a significant impact on the financial statements, the authenticity of sales revenue from customers with substantial growth and amount was identified as a key audit matter for the current year. In response to the aforementioned key audit matter, we performed audit procedures as follows: We assessed the related internal controls, checked the transaction records and supporting documents to ensure the occurrence of the transactions and confirmed that the recognition of revenue was in compliance with IFRS. For the accounting policies on revenue recognition, please refer to Note 4 (l) of the financial statements.

Responsibilities of Management and Those Charged with Governance for the 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.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 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 audits resulting in this independent auditors’ report are Chien-Liang Liu and Wen-Chin Lin.

Deloitte & Touche Taipei, Taiwan Republic of China

March 15, 2023

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

UPC TECHNOLOGY CORP.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Note 6) Notes receivable (Note 8) Trade receivables (Notes 8 and 27) Other receivables (Note 27) Current tax assets (Note 22) Inventories (Note 9) Other current assets (Note 13) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 7) Investments accounted for using the equity method (Note 10) Property, plant and equipment (Note 11) Right-of-use assets (Note 12) Deferred income tax assets (Note 22) Other non-current assets (Notes 13 and 27) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Notes payable (Note 16) Trade payables (Notes 16 and 27) Other payables (Note 17) Current tax liabilities (Note 22) Lease liabilities (Notes 12 and 27) Current portion of long-term liabilities (Notes 14 and 15) Other current liabilities (Note 17) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 15) Long-term borrowings (Note 14) Provisions (Note 18) Deferred tax liabilities (Note 22) Lease liabilities (Notes 12 and 27) Net defined benefit liabilities (Note 19) Guarantee deposits received (Note 27) Total non-current liabilities Total liabilities EQUITY (Note 20) Share capital Ordinary shares Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2022 Amount % $ 157,711 1 23,042 - 499,123 1 3,704 - 7,857 - 1,217,916 3 73,027 - 1,982,380 5 10,223,220 24 28,178,718 66 2,099,488 5 11,812 - 79,330 - 53,423 - 40,645,991 95 $ 42,628,371 100 $ 1,000 - 350,897 1 158,330 1 49,791 - 10,570 - 5,995,566 14 49,781 - 6,615,935 16 2,995,345 7 6,430,000 15 12,349 - 217,298 - 1,569 - 235,890 1 13,783 - 9,906,234 23 16,522,169 39 13,547,626 32 4,288 - 13,551,914 32 1,387,955 3 2,838,651 7 341,773 1 2,202,427 5 5,382,851 13 6,222,423 14 (438,941) (1) 26,106,202 61 $ 42,628,371 100		2021
				Amount % $ 307,883 1 32,014 - 633,669 1 10,549 - 7,835 - 1,587,220 4 93,058 - 2,672,228 6 12,052,314 26 29,108,413 63 2,018,255 5 19,593 - 97,840 - 68,021 - 43,364,436 94 $ 46,036,664 100 $ - - 706,766 2 174,759 - 32,000 - 10,514 - 300,000 1 21,690 - 1,245,729 3 5,991,133 13 8,400,000 18 10,363 - 217,308 - 9,508 - 252,480 1 13,406 - 14,894,198 32 16,139,927 35 13,471,206 29 6,559 - 13,477,765 29 1,388,431 3 2,581,282 5 341,773 1 4,914,231 11 7,837,286 17 7,632,196 17 (438,941) (1) 29,896,737 65 $ 46,036,664 100

The accompanying notes are an integral part of the financial statements.

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

SALES (Note 27) COST OF GOODS SOLD (Notes 9, 21 and 27) GROSS PROFIT OPERATING EXPENSES (Notes 21 and 27) Selling and marketing expenses General and administrative expenses Expected credit (gain) loss Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit or loss of subsidiaries accounted for using the equity method Interest income (Note 21) Other income (Notes 21 and 27) Other gains and losses (Note 21) Finance costs (Note 21) Total non-operating income and expenses (LOSS) PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 22) NET (LOSS) PROFIT OTHER COMPREHENSIVE INCOME (Notes 20 and 21) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive (loss) income of subsidiaries accounted for using the equity method		2022 Amount % $ 5,503,668 100 5,268,653 96 235,015 4 175,835 3 236,589 4 (2,991) - 409,433 7 (174,418) (3) (1,612,488) (29) 299 - 795,175 14 (17,621) - (171,532) (3) (1,006,167) (18) (1,180,585) (21) 55,639 1 (1,236,224) (22) 18,729 - (1,829,094) (33) (253,666) (5)		2021
				Amount % $ 5,686,456 100 5,254,978 92 431,478 8 158,930 3 275,868 5 295 - 435,093 8 (3,615) - 2,084,292 37 25 - 473,635 8 (252,822) (5) (126,285) (2) 2,178,845 38 2,175,230 38 27,768 - 2,147,462 38 (24,602) - 3,723,068 65 444,009 8 (Continued)

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive income (loss) of subsidiaries accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR (LOSSES) EARNINGS PER SHARE (Note 23) Basic Diluted		2022 Amount % $ (3,750) - (2,067,781) (38) 762,218 14 1,250 - (11,840) - 751,628 14 (1,316,153) (24) $ (2,552,377) (46) $ (0.94)		2021
				Amount % $ 4,920 - 4,147,395 73 (259,585) (5) (518) - 3,130 - (256,973) (5) 3,890,422 68 $ 6,037,884 106 $ 1.66 $ 1.62




				$

The accompanying notes are an integral part of the financial statements.

(Concluded)

UPC TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Share Capital	Share Capital		Retained Earnings	Other Equity
				Exchange Differences on Unrealized Gain (Loss) on Financial Assets at Fair Value Through Translating Other Foreign Operations Comprehensive Income $ (896,268) $ 5,064,268 - - - - - - - - (256,973) 4,167,077 (256,973) 4,167,077 - - - - - - - (445,908) (1,153,241) 8,785,437 - - - - - - - - 751,628 (2,082,760) 751,628 (2,082,760) - - - - - -
Ordinary Shares $ 13,323,476 - - - - - - 147,730 - - - 13,471,206 - - - - - - 76,420 - -	Capital Collected in Advance $ - - - - - - - 6,559 - - - 6,559 - - - - - - (6,559) 4,288 -
		Legal Reserve $ 2,339,154 242,128 - - - - - - - - - 2,581,282 257,369 - - - - - - - -	Special Reserve Unappropriated Earnings $ 341,773 $ 3,875,019 - (242,128) - (1,292,348) - - - 2,147,462 - (19,682) - 2,127,780 - - - - - - - 445,908 341,773 4,914,231 - (257,369) - (1,311,831) - - - (1,236,224) - 14,979 - (1,221,245) - - - - - -

UPC TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Share Capital		Retained Earnings	Other Equity	Total Equity -
			Exchange Differences on Unrealized Gain (Loss) on Financial Assets at Fair Value Through Translating Other Foreign Operations Comprehensive Income - (78,641) $ (401,613) $ 6,624,036
Capital Collected in Advance - $ 4,288
	Legal Reserve - $ 2,838,651	Special Reserve Unappropriated Earnings - 78,641 $ 341,773 $ 2,202,427
				$ 26,106,202

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES (Loss) income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit (gain) loss recognized on trade receivables Finance costs Interest income Dividend income Compensation costs of employee share-based payment Share of profit or loss of subsidiaries accounted for using the equity method (Gain) loss on disposal of property, plant and equipment Write-down of inventories Changes in operating assets and liabilities: Notes receivable Trade receivables Other receivables Inventories Other current assets Notes payable Trade payables Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from (used in) operations Interest received Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital reduction of financial assets at fair value through other comprehensive income Increase in investment for using the equity method Proceeds from capital reduction of subsidiaries accounted for using the equity method Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other non-current assets Dividends received	2022 $ (1,180,585) 148,672 27,569 (2,991) 171,532 (299) (449,283) 9,342 1,612,488 (494) 4,581 9,141 137,664 6,845 364,723 20,031 1,000 (355,869) (42,424) 1,986 28,091 2,139 513,859 299 (34,960) 479,198 - (2,448,280) 1,838,838 (226,654) 1,156 (1,492) 633 (7,454) 885,734	2021 $ 2,175,230 121,786 28,596 295 126,285 (25) (314,750) 45,445 (2,084,292) 6,285 2,495 13,016 (270,670) (5,901) (770,544) (59,231) - 424,250 (44,829) 2,162 (11,127) 1,083 (614,441) 25 (17,700) (632,116) 5,311 (277,898) - (267,228) 350 (4,824) 4,607 (31,723) 602,145 (Continued)

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid Proceeds from exercise of employee share options Proceeds from treasury shares transferred to employees Interest paid Net cash (used in) generated from financing activities NET (DECREASE) INCREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2022 $ 42,481 2,994,908 35,690,500 (37,960,500) 405 (28) (10,701) (1,311,831) 64,035 - (138,639) (671,851) (150,172) 307,883 $ 157,711	2021 $ 30,740 - 39,209,000 (37,159,000) 26 (10) (10,516) (1,292,348) 138,039 12,431 (121,266) 776,356 174,980 132,903 $ 307,883

The accompanying notes are an integral part of the financial statements.

(Concluded)

Attachment 4

UPC Technology Corporation The comparison table of Rules of Procedures for Shareholders’ Meetings

Amended Articles

Article 3 (Convening shareholders’ meetings and shareholders’ meeting notices) Unless otherwise specified by law, shareholders’ meetings are to be convened by the board of directors.

Any change to the method by which the shareholders’ meeting of this Company is convened shall be resolved by the Board of Directors and implemented no later than the date of dispatch of the shareholders meeting notice.

Original Articles Article 3 (Convening shareholders’ meetings and shareholders’ meeting notices) Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors.

Reason for Amendment 1. Amended in accordance with Tai-Zheng-ZhiLi-Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation. 2. Some text and paragraph revisions.

The Company shall prepare electronic The Company shall prepare electronic versions of the shareholders meeting versions of the shareholders meeting notice and proxy forms, and the origins notice and proxy forms, and the origins of and explanatory materials relating to of and explanatory materials relating to all proposals, including proposals for all proposals, including proposals for ratification, matters for deliberation, or ratification, matters for deliberation, or the election or dismissal of directors or the election or dismissal of directors or supervisors, and upload them to the supervisors, and upload them to the Market Observation Post System Market Observation Post System (MOPS) at least 30 days before the (MOPS) at least 30 days before the date date of an annual general meeting or 15 of an annual general meeting or 15 days before the date of an extraordinary days before the date of an extraordinary shareholder meeting. At least 21 days shareholder meeting. Twenty-one days before an annual general meeting or 15 before a company is to convene an days before an extraordinary ordinary shareholders’ meeting or 15 shareholder meeting, an electronic days before it convenes an copy of the meeting manual and extraordinary shareholders’ meeting, it supplementary information shall be shall prepare an electronic file of the prepared and posted on the MOPS. shareholders’ meeting agenda However, if this Company has a handbook and the supplemental - paid in capital of NT$10 billion or materials referred to in the preceding more on the last day of the most paragraph, and upload it to the Market current fiscal year, or the total Observation Post System. Physical shareholding of foreign shareholders copies of the shareholder meeting and Mainland Chinese shareholders handbook and supplementary reaches 30% or more as recorded in information shall be prepared at least the register of shareholders of the 15 days before the meeting, and made

Amended Articles	Original Articles	Reason for Amendment
shareholders’ meeting held in the most recent preceding fiscal year, the	accessible to shareholders upon request. These documents must also be placed within the Company’s premises and at the stock transfer agent appointed by the Company,and distributed on-site during the shareholder meeting. The reasons for convening a shareholder meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Discussions concerning election or dismissal of directors, amendment of Articles of Incorporation, capital reduction, delisting, directors’ competing business involvement, capitalization of earnings, capitalization of reserves,dismissal of
electronic files of such documents shall be transmitted 30 days before the convening of the shareholders’ meeting.Physical copies of the shareholder meeting handbook and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed at the Company’s premises and at the stock transfer agent appointed by the Company. The shareholder meeting mannual and supplementary information mentioned in the preceding paragraph shall be available to the shareholders for review on the date of the shareholders’ meeting according to the following: 1. For physical shareholders’ meetings, these materials shall be distributed on-site at the meeting. 2. For hybrid shareholders’ meetings,
these materials shall be distributed on-site at the meeting with the electronic files thereof uploaded to the virtual meeting platform. 3. For virtual-only shareholders’ meetings, the electronic files shall be uploaded to the virtual meeting platform. The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Discussions concerning election or dismissal of directors, amendment of Articles of Incorporation, capital reduction, delisting, directors’ competing business involvement, capitalization of earnings, capitalization of reserves,dismissal of

Amended Articles	Original Articles	Reason for Amendment
the Company, merger, divestment, and any issues listed in Article 185, Paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be notified in advance with a summary explained as part of the meeting agenda. They cannot be raised in the form of a special motion. The notification for the convening of shareholders’ meeting has announced the re-election of directors and inauguration date. After the re-election at the shareholders’ meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting. Shareholders who hold over 1% of the total issued shares may propose motions in the Company’s shareholder general meeting. Each shareholder is entitled to propose one motion, and additional motions will not be included in the discussion. Furthermore, if the issue raised by shareholders involves items in Paragraph 4, Article 172-1 of the Company Act, the board of directors can omit the proposal. Shareholders may submit proposals that aim to urge the Company to promote the public interest or fulfill social responsibilities. The proposals should cover one discussion item at a time in accordance with Article172-1 of the Company Act, and those with more thanone itemin the proposal will not be included in the motion. Prior to the book closure date before a regular shareholders meeting is held, this Company shall publicly announce that it will receive shareholder proposals, and the location and time	the Company, merger, divestment, and any issues listed in Article 185, Paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be notified in advance with a summary explained as part of the meeting agenda. They cannot be raised in the form of a special motion. The notification for the convening of shareholders’ meeting has announced the re-election of directors and inauguration date. After the re-election at the shareholders’ meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting. Shareholders who hold over 1% of the total issued shares may propose motions in the Company’s shareholder general meeting. Each shareholder is entitled to propose one motion, and additional motions will not be included in the discussion. Furthermore, if the issue raised by shareholders involves items in Paragraph 4, Article172-1 of the Company Act, the board of directors can omit the proposal. Shareholders may submit proposals which aim to urge the Company to promote the public interest or fulfill social responsibilities. The proposals should cover 1 discussion item in accordance with Article172-1 of the Company Act, and those with more than 1 will not be included in the motion. Prior to the book closure date before a regular shareholders meeting is held, this Company shall publicly announce that it will receive shareholder proposals,and the location and time

Amended Articles	Original Articles	Reason for Amendment
period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.	period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Company and stating the scope of the proxy’s authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to this Company before 5 days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. However, the shareholder can declare to cancel the proxy. After a proxy form has been delivered to this Company,if the shareholder	Article 4 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Company and stating the scope of the proxy’s authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to this Company before 5 days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. However, the shareholder can declare to cancel the proxy. After a proxy form has been delivered to this Company,if the shareholder	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation.

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intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Company two (2) days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. After delivery of the proxy form to this Company, if a shareholder intends to attend the shareholders’ meeting virtually, a written notice of proxy cancellation shall be submitted two (2) days before the shareholders’ meeting date. The voting right exercised by the authorized proxy at the meeting shall prevail if the cancellation notice is not submitted in time.	intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Company before two (2) days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 (Principles determining the time and place of a shareholders’ meeting) The venue for a shareholders’ meeting shall be the premises of this Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. The restrictions on the venue of the meeting in the preceding paragraph shall not apply when this Company convenes a virtual-only shareholders’ meeting.	Article 5 (Principles determining the time and place of a shareholder meeting) The venue for a shareholders’ meeting shall be the premises of this Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation.
Article 6 (Preparation of documents such as the attendance book) The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxy agents (collectively referred to as “shareholders”) where relevant. The time during which shareholder attendance registrations will be accepted,as stated in thepreceding	Article 6 (Preparation of documents such as the attendance book) This Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted,as stated in thepreceding	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation.

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paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.For virtual- only shareholders’ meetings, the virtual meeting platform shall accept the attendance registration 30 minutes before the meeting starts. The shareholders completing registration will be deemed as attending the shareholders’ meeting in person. Shareholders shall attend the shareholders’ meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not arbitrarily request shareholders to present additional documentary proof. Proxy solicitors that acquired the proxy are required to bring identity proof for verification. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is	paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (hereinafter referred to collectively as “shareholders”)shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders

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appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual-only shareholders’ meeting, shareholders intending to attend the meeting by video conferencing shall register with this Company two days (2) before the shareholders meeting date. In the event of a virtual-only shareholders’ meeting, the Company shall upload the meeting manual , annual report and other meeting materials to the virtual meeting platform of the shareholder meetings’ at least 30 minutes before the meeting starts, and keep them disclosed until the end of the meeting.	meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 6-1 (Convening virtual-only shareholders’ meetings and matters to be included in shareholders meeting notice) To convene a virtual-only shareholders’ meeting, the following matters shall be included in the shareholders meeting notice: I. Methods of attending the virtual- only shareholders’ meeting and exercising their rights. II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, which should at least include the following: (I) The date of the meeting is postponed or the time when the meeting will resume if the above obstruction continues and cannot be resolved. (II) Shareholders who have not registered to attend the virtual-only shareholders’		Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No.1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation. This article is newly added.

		Original Articles	Reason for Amendment
meeting shall not attend the postponed or resumption session of the meeting. (III) In case of a hybrid shareholders meeting when the virtual meeting cannot be continued, if the total number of shares represented at the meeting meets the minimum legal quorum for a shareholders’ meeting after deducting the shares of shareholders attending the virtual-only shareholders’ meeting, the shareholders meeting shall continue. The number of shares represented by shareholders attending the virtual meeting shall still be counted in the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting shall be deemed to have abstained from voting on all proposals on the meeting agenda thereof. (IV) Other actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not yet been proceeded. III. Alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.	(III)
	(IV)
Article 8 (Documentation of a shareholders’ meeting by audio or video) The Company, beginning from the time it accepts shareholder attendance registrations,shall make an		Article 8 (Documentation of a shareholders’ meeting by audio or video) The Company, beginning from the time it accepts shareholder attendance registrations,shall make an	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8,

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uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders’ meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded. In the event of a virtual-only shareholders’ meeting, the Company shall maintain the records such as the shareholders’ registration, sign- in, check-in, questioning, voting and vote counting results, as well as the continuous audio and video recording (without interruption) and the proceedings of the entire virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by this Company during the entire period of its existence. The copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting. In case of a virtual-only shareholders’ meeting, this Company is advised to record by audio and video the back-end operation interface of the virtual meeting platform.	uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders’ meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.	2022 issued by the Taiwan Stock Exchange Corporation.
Article 9 Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in	Article 9 Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in	1. 1. Amended in accordance with Tai- Zheng-Zhi-Li-

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attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in and the number of shares reported on the virtual meeting platform,plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair is to call the meeting to order at the designated meeting time, and at the same time announce the number of non-voting rights and number of shares present and other relevant information. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. The chair is to announce the meeting adjourned if still less than 1/3 of the total issued shares are present at the meeting after the postponement twice.For the virtual- only shareholders’ meeting, the Company shall announce the adjournment of the meeting on the virtual meeting platform. If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. The tentative resolution may be sent to all shareholders to notify them of another shareholders’ meeting to be held within one month. In the event of a virtual- only shareholders’ meeting, shareholders who intend to attend the meeting by video conferencing shall re-register with this Company in accordance with Article 6.	attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair is to call the meeting to order at the designated meeting time, and at the same time announce the number of non-voting rights and number of shares present and other relevant information. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month.	Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation and the relevant laws and regulations. 2. Paragraph adjusted.

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When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.	When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
Article 11 (Shareholders’ statement) Before speaking, the attending shareholders should first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the chair to determine the order to give the speech. An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of the shareholder’s speech and those recorded on the slip, the contents of the shareholder’s speech shall prevail. Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairperson and such speaking shareholder; the chairperson shall stop any such violations. If a shareholder who is a juristic person appoints two or more representatives to attend the meeting, only one representative may speak on any given proposal. After an attending shareholder has spoken,the chairperson mayrespond in	Article 11 (Shareholders’ statement) Before speaking, the attending shareholders should first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the chair to determine the order to give the speech. An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of the shareholder’s speech and those recorded on the slip, the contents of the shareholder’s speech shall prevail. Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairperson and such speaking shareholder; the chairperson shall stop any such violations. If a shareholder who is a juristic person appoints two or more representatives to attend the meeting, only one representative may speak on any given proposal. After an attending shareholder has spoken,the chairperson mayrespond in	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation.

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person or direct relevant personnel to respond. In the event of a virtual-only shareholders’ meeting, shareholders attending the meeting by video conferencing may ask questions in writing on the virtual meeting platform from the time the chairperson announces the start of the meeting until the chairperson declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraphs 1 to 5 do not apply. As long as the questions so raised in accordance with the preceding paragraph do not violate the regulations or go beyond the scope of the proposal, the questions should be disclosed on the virtual meeting platform for public notice.	person or direct relevant personnel to respond.
Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act. When this Company holds a shareholders’ meeting, it shall allow the shareholders to exercise voting rights by electronic means and may allow the shareholders to exercise voting rights by correspondence means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, butto have waived his/her rights with respect to the extraordinarymotions and	Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act. When this Company holds a shareholders’ meeting, it shall allow the shareholders to exercise voting rights by electronic means and may allow the shareholders to exercise voting rights by correspondence means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, butto have waived his/her rights with respect to the extraordinarymotions and	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation.

Amended Articles	Original Articles	Reason for Amendment
amendments to original proposals of that meeting. It is therefore advisable that this Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Company two (2) days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or by video conferencing,a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised two (2) days before the date of the shareholders meeting. If the retraction notice is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in this Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attendingshareholders. At the time of a	amendments to original proposals of that meeting. It is therefore advisable that this Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Company two (2) days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Company, by the same means by which the voting rights were exercised two (2) days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in this Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attendingshareholders. At the time of a

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vote, each proposal should be followed by a poll of the shareholdersafter the chairperson or the designated person has announced the total votes represented by the attending shareholders for each proposal.After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. Provided that if one of such proposal has been approved, the other proposals will be deemed to have been vetoed and no further action will be necessary. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of this Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. When this Company convenes a virtual-only shareholders’ meeting, after the chairperson declares the start of the meeting, shareholders attending the meeting by video conferencing may cast votes for the proposals and elections on the virtual meeting platform before the	vote, each proposal should be followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. Provided that if one of such proposal has been approved, the other proposals will be deemed to have been vetoed and no further action will be necessary. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of this Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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chairperson announces the end of the voting session. Votes cast after such announcement will be considered as an abstention. In the event of a virtual-only shareholders’ meeting, votes shall be counted at once after the chairperson announces the end of the voting session, and the results of voting and election shall be announced immediately thereafter. When this Company convenes a hybrid shareholders’ meeting, if shareholders who have already registered to attend the meeting by video conferecing in accordance with Article 6 decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two (2) days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders’ meeting by video conferencing. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting by video conferencing, except for extraordinary motions, they shall not exercise voting rights for the original proposals or make any amendments to the original proposals or exercise voting rights for the amendments to the original proposal.
Article 15 Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within	Article 15 Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8, 2022 issued bythe

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20 days after the conclusion of the meeting. The meeting minutes may be produced in electronic form and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical tallies). If there is director election, the statistical tallies of each director candidate shall be disclosed. It shall be retained for the duration of the existence of this Company. Where a virtual-only shareholders’ meeting is convened, in addition to the matters to be included in the meeting minutes as described in the preceding paragraph, the starting and ending time of the shareholders’ meeting, the method by which the meeting is convened, the names of the chairperson and the secretary, and actions to be taken in the event of disruption to the virtual meeting platform or participation by video conferencing due to natural disasters, accidents or other force majeure events, and how issues are handled, shall also be stated in the minutes. When convening a virtual-only shareholders’ meeting, in addition to complying with the requirements in the preceding paragraph, this Company shall also specify the alternative measures available to shareholders who have difficulties in	20 days after the conclusion of the meeting. The meeting minutes may be produced in electronic form and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical tallies). If there is director election, the statistical tallies of each director candidate shall be disclosed. It shall be retained for the duration of the existence of this Company.	Taiwan Stock Exchange Corporation.

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taking part in the meeting by video conferencing in the meeting minutes.
Article 16 (Announcement) The number of shares owned by the proxy solicitors, the entrusted proxies andshareholders attending the shareholders’ meeting in writing or through electronic means shall be compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. In the event of a virtual-only shareholders’ meeting, the Company shall upload the above information on the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information available until the end of the meeting. During this Company's virtual-only shareholders’ meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever a new tally of the total number of shares represented at the meeting and the number of voting rights thereof is made during the meeting. If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Company shall upload the content of such resolution to the Market Observation Post System within theprescribed timeperiod.	Article 16 (Announcement) On the day of a shareholders meeting, this Company shall compile in the prescribed format a statistical statement of the number of shares obtained by proxy solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Company shall upload the content of such resolution to the Market Observation Post System within theprescribed timeperiod.	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation.
Article 19 (Information disclosure of virtual-only shareholders’ meeting) In the event of a virtual-only shareholders’ meeting, this Company shall disclose the real-time results of voting and election immediately after the end of the voting session on the virtual meeting platform according		Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No.1110004250 dated March 8, 2022 issued by the Taiwan Stock

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to the rules.		Exchange Corporation. This article is newly added.
Article 20 (Location of the chairperson and secretary of the virtual-only shareholders’ meeting) When this Company convenes a virtual-only shareholders’ meeting, both the chairperson and the secretary shall be at the same location, and the chairperson shall announce the address of their location when the meeting starts.		Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No.1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation. This article is newly added.
Article 21 (Handling of disconnection) In the event of a virtual-only shareholders’ meeting, this Company may offer a simplified connection test to shareholders before the meeting and provide the relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual-only shareholders’ meeting, the chairperson shall announce at the start of the meeting that unless under a circumstance where a meeting is not required to be postponed or resumed to another time under Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chairperson has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall therefore be postponed or resumed to another date within five (5) days, in which case Article 182 of		Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No.1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation. This article is newly added.

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the Company Act shall not apply. In the event of a meeting postponed or resumed in the preceding paragraph, shareholders who have not registered to attend the original shareholders’ meeting by video conferencing shall not attend the postponed or resumed session. For the postponed or resumed session of the meeting in accordance with the Paragraph 2 hereabove, for those shareholders who have registered to attend the original shareholders’ meeting and also successfully signed in at the meeting but do not attend the postponed or resumed session, the number of shares represented as well as the voting rights and election rights exercised by such shareholders at the original shareholders meeting shall be counted in the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. During a postponed or resumed session of a shareholders’ meeting held under Paragraph 2 hereabove, further discussion or resolution is not required for proposals for which votes have been cast and counted and the results have been announced. The same shall also apply to the directors who have already been elected. When this Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in Paragraph 2, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending by video conferencing, still meets the minimum legal quroum for

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convening a shareholders’ meeting, the shareholders’ meeting shall continue in session. Postponement or resumption thereof under Paragraph 2 is not required. In the event of a meeting to be resumed as described in the preceding paragraph, the shares represented by shareholders attending the meeting by video conferencing shall be counted in the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed to have abstained from voting on all proposals on meeting agenda of that shareholders meeting. If the Company postpones or resumes the meeting according to Paragraph 2, this Company shall handle the preparatory work based on the date of the original shareholders’ meeting in accordance with the requirements listed under Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. In accordance with period specified by the latter paragraph of Article 12 and Paragraph 3 of Article 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Paragraph 2 of Article 44-5, Article 44-15 and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the Paragraph 2 hereof.

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Article 22 (Handling of digital divide) When the Company convenes a virtual-only shareholders’ meeting, this Company shall provide appropriate alternative measures available to shareholders who have difficulties in attending a virtual-only		Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No.1110004250 dated March 8, 2022 issued by the Taiwan Stock Exchange Corporation. This article is newly added.
shareholders’ meeting by video conferencing.
Article23 (Implementation) These Rules are to be announced and implemented after being approved by the shareholders’ meeting, and likewise for the revision.	~~Article 19 (~~Implementation) These Rules are to be announced and implemented after being approved by the shareholders’ meeting, and likewise for the revision.	Article number changed in response to the amendment.
Article24 (Establishment and amendment dates) These Rules were established onMay 6, 1988. The 1st amendment was onMay 7, 1996. The 2nd amendment was on May 26, 1998. The 3rd amendment was onMay 30, 2002. The 4th amendment was on June 9, 2006. The 5th amendment was on June 14, 2010. The 6th amendment was onJune 23, 2015. The 7th amendment was on June 10, 2020. The 8th amendment was on July 21, 2021. The 9th amendment is on May 24, 2023.	~~Article 20~~(Establishment and amendment dates) These Rules took effect as of6 May, 1988. These Rules were first amended on7 May, 1996.The second amendment was on26 May, 1998. The third amendment was on30 May, 2002. The fourth amendment was on9 June, 2006.The fifth amendment was on14 June, 2010. The sixth amendment was on23 June, 2015.The 7th amendment was onJune 10, 2020. The eighth amendment was onJuly 21, 2021.	1. Article number changed in response to the amendment. 2. Added amendment date in accordance with the date of the 2023 shareholder meeting.

Appendix 1 UPC Technology Corporation

Ruless on the procedures of shareholders’ meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for this company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2The rules of procedures for this Company’s shareholders’ meetings, except as otherwise provided by law, regulations or the Articles of Incorporation, shall be as provided in these Rules.

Article 3 (Convening shareholders’ meetings and shareholders’ meeting notices)

Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of an annual general meeting or 15 days before the date of an extraordinary shareholder meeting. Twenty-one days before a company is to convene an ordinary shareholders’ meeting or 15 days before it convenes an extraordinary shareholders’ meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the Market Observation Post System. Physical copies of the shareholder meeting handbook and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed within the Company’s premises and at the stock transfer agent appointed by the Company, and distributed on-site during the shareholder meeting.

The reasons for convening a shareholder meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Discussions concerning election or dismissal of directors, amendment of Articles of Incorporation, capital reduction, delisting, directors’ competing business involvement, capitalization of earnings, capitalization of reserves, dismissal of the Company, merger, divestment, and any issues listed in Article 185, Paragraph 1 of The Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act; and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be notified in advance with a summary explained as part of the meeting agenda. They cannot be raised in the form of a special motion.

The notification for the convening of shareholder meeting has announced the reelection of directors and inauguration date. After the re-election at the shareholder meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting.

Shareholders who hold over 1% of the total issued shares may propose motions in the Company’s shareholder general meeting. Each shareholder is entitled to propose one motion, and additional motions will not be included in the discussion. Furthermore, if the issue raised by shareholders involves items in Paragraph 4, Article 172-1 of the Company Act, the board of directors can omit the proposal. Shareholders may submit proposals that aim to urge the Company to promote the public interest or fulfill social responsibilities. The proposals should cover 1 discussion item in accordance with Article 172-1 of the Company Act, and those with more than 1 will not be included in the motion.

Prior to the book closure date before a regular shareholders meeting is held, this Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Company and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy form to this Company before 5 days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. However, the shareholder can declare to cancel the proxy.

After a proxy form has been delivered to this Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Company before 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 (Principles determining the time and place of a shareholder meeting)

The venue for a shareholders’ meeting shall be the premises of this Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 6 (Preparation of documents such as the attendance book)

This Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (hereinafter referred to collectively as “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7 (Chairperson of the Shareholders’ Meeting and Observers)

If a shareholders’ meeting is convened by the board of directors of the Company, the Chairperson of the Board shall preside at such meeting. If the Chairperson of the Board is on leave or is unable to exercise his powers and duties for any reason, the Vice Chairperson of the Board shall preside at such meeting. The Chairperson of the Board shall designate a managing director to preside as the chairperson if a Vice Chairperson also is on leave, or for any reason unable to exercise the powers of the vice chairperson. If the Chairperson of the Board fails to designate a chairperson for the meeting, the directors shall nominate one from among themselves to preside at the meeting.

When a director serves as a chairperson, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders’ meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director, the chairperson of audit committee and one member of each functional committee on behalf of the committee are in person. The attendance shall be recorded in the meeting minutes.

If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chairperson the meeting. When there are two or more such convening parties, they shall mutually select a chairperson from among themselves.

The Company may designate legal counsels, certified public accountants and other relevant personnel to attend and observe the shareholders’ meeting.

Article 8 (Documentation of a shareholders’ meeting by audio or video)

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders’ meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Article 9

Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair is to call the meeting to order at the designated meeting time, and at the same time, announce the number of non-voting rights and the number of shares present and other relevant information. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10 (Discussion of proposals)

If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed, including

extraordinary motion and amendment to original motion, in the order set by the agenda, and be resolved motion by motion. The meeting agenda may not be changed without a resolution of the shareholders’ meeting.

The preceding Paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs, including extraordinary motion, except by a resolution of the shareholders’ meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed and call for a vote. The chairperson shall determine voting mode and sequence and arrange sufficient vote time.

Article 11 (Shareholders’ statement)

Before speaking, the attending shareholders should first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the chair to determine the order to give the speech.

An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of the shareholder’s speech and those recorded on the slip, the contents of the shareholder’s speech shall prevail.

Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech.

When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairperson and such speaking shareholder; the chairperson shall stop any such violations.

If a shareholder who is a juristic person appoints two or more representatives to attend the meeting, only one representative may speak on any given proposal.

After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.

Article 12 (Calculation of voting shares and recusal system)

Voting at a shareholders’ meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholders’ services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179of the Company Act.

When this Company holds a shareholders’ meeting, it shall allow the shareholders to exercise voting rights by electronic means and may allow the shareholders to exercise voting rights by correspondence means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. It is therefore advisable that this Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Company 2 days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Company, by the same means by which the voting rights were exercised 2 days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Company’s Articles

of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, each proposal should be followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. Provided that if one of such proposal has been approved, the other proposals will be deemed to have been vetoed and no further action will be necessary.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of this Company.

Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14 (Election Matter)

Shareholder meetings that involve the election of directors shall proceed according to the Company’s election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site, as well as those who are not elected and the number of shares they have.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders’ meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Article 15

Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced in electronic form and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical tallies). If there is director election, the statistical tallies of each director candidate shall be disclosed. It shall be retained for the duration of the existence of this Company.

Article 16 (Announcement)

On the day of a shareholders meeting, this Company shall compile in the prescribed format a statistical statement of the number of shares obtained by proxy solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Company shall upload the content of such resolution to the Market Observation Post System within the prescribed time period.

Article 17 (Maintaining Order at the Meeting Venue)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or armbands.

The chair may direct proctors or security personnel to help maintain order at the meeting venue. The proctors or security personnel help maintaining order at the meeting place shall wear an identification card or armband bearing the word “Proctor.”

For venues that are equipped with broadcasting equipment, the chairman shall halt any shareholder that make statements from equipment not allocated to the Company.

Shareholders in violation of the rules and disobeying correction by the chair to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel.

Article 18 (Recess and Resumption)

When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19 (Implementation)

These Rules are to be announced and implemented after being approved by the shareholders’ meeting, and likewise for the revision.

Article 20 (Establishment and amendment dates)

These Rules took effect as of 6 May, 1988. These Rules were first amended on 7 May, 1996. The second amendment was on 26 May, 1998. The third amendment was on 30 May, 2002. The fourth amendment was on 9 June, 2006. The fifth amendment was on 14 June, 2010. The sixth amendment was on 23 June, 2015. The seventh amendment was on 10 June, 2020. The eighth amendment was on July 21, 2021.

Appendix 2

Articles of Incorporation of UPC Technology Corporation

Chapter One. General Provisions

Article 1: The Company is incorporated in accordance with the Company Law and relevant regulations and its Chinese name is “ 聯成化學科技股份有限公司 ” and its English name is UPC Technology Corporation.

Article 2: The Company is engaged in the following business activities:

1. C801010 Basic Industrial Chemical Manufacturing .

2. C801020 Petrochemical Manufacturing.

3. C801100 Synthetic Resin and Plastic Manufacturing.

4. C801990 Other Chemical Material Manufacturing.

5. C802120 Industrial and Additive Manufacturing.

6. C802990 Other Chemical Products Manufacturing.

7. F401010 International Trade.

8. Z99999 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 provide endorsement guaranty.

Article 3: The headquarters of the Company are located in Taipei City, Taiwan. The Company may establish branches in Taiwan or overseas as the Company may require upon resolution by the board of directors of the Company.
Article 4: For the amount of re-investment, the Company may not be bound by the restriction of 40% of the paid-in capital.

Chapter Two Share Capital

Article 5: The total capital amount of the Company shall be twenty billion New Taiwan Dollars (NT$20,000,000,000), dividends into two billion (2,000,000,000) shares, at a par value of ten New Taiwan Dollars (NT$10) per share. An amount of point one hundred million shares out of the aforesaid capital is reserved to serve as subscription of employee warrants for employees, and authorizes the board of directors to issue such employee warrants separately. The board of directors may, based on practical needs, issue the remaining unissued shares separately and part of it can be preferred shares.

Article 5-1: The rights and obligations and other important issuance terms of preferred shares of the Company are as follows:

1. The dividends for preferred shares is limited to an annual rate of 8%, calculated by the issuance price per share, and the dividend may be onetime distributed in cash every year. After the financial statements are approved by the annual general meeting, the board will determine the date of record to pay the distributable dividends of the previous year. The distribution amount of dividends in the year of issuance and recovery is calculated by the actual issuance days of the current year.

2. The Company has discretion over the dividend distribution of preferred shares. The shareholders’ meeting of the Company may resolve not to distribute dividends of preferred shares if there are no earnings in the annual accounts or the earnings are insufficient to distribute dividends of preferred shares or other necessary consideration. It is not a breach matter. If the preferred shares issued are of the non-accumulative type, the Company’s resolution of undistributed dividends or the deficit of dividends will not be accumulated for preferred payment in the years with earnings in the future.

3. The dividends prescribed in Sub-paragraph 1 of this Paragraph, shareholders of preferred shares may not be a part of the cash and equity capital of earnings and additional paid-in capital of ordinary shares.

4. The distribution priority for shareholders of preferred shares on the residual property of the Company is ahead of shareholders of ordinary shares and equal to the preferential order of shareholders of all preferred shares issued by the Company, and the preferential order is only lower than general creditors. Yet the distribution shall not exceed the then issued and outstanding preferred shares issuance amount when distributed.

5. Shareholders of preferred stocks have no voting rights and election rights in shareholders meetings, but have voting powers at preferred shareholders meetings and shareholder meetings related to the rights and obligations of preferred shareholders.

6. Preferred shares may not be converted to ordinary shares.

7. Preferred shares have no maturity. Shareholders of preferred shares do not have the right to request the Company to redeem preferred shares possessed by shareholders. But the Company may redeem all or partial preferred shares anytime on the next day after five years of issuance with the original

issuance price. Unredeemed preferred shares shall continue to enjoy rights and obligations of issuance terms prescribed in above paragraphs.

In the year of redeeming preferred shares, the dividends that shall be distributed until the redeem date shall be distributed in accordance with the actual issuance days of that year if the shareholders’ meeting of the Company decide to distribute dividends.

8. During the preferred shares issuance period, except to reimburse deficit, capitalization is to be realized from capital reserve from the premiums of issuance of preferred shares above par.

  - **The board is authorized to determine the name, issuance date and specific issuance terms upon actual issuance after considering the situation of capital market and the willingness of investors to subscribe in accordance with Articles of Incorporation and related laws and regulations.**

Article 6: All share certificates of the Company are registered and shall be issued after having been affixed with the signatures or personal seals of the director representing the company, assigned its serial number, and are duly certified or authenticated by the competent authority and other registered institutions designated by the competent authority.

The Company may be exempted from printing any share certificates of the shares issued and the Company shall register the issued shares with a centralized securities depository enterprise.

Article 7: The share certificate shall use the shareholder’s true name. The natural person or juristic entity shall report the Company its name / the name of its representative, domicile and such information shall be recorded in the shareholder roster. If there is joint ownership on share, the joint owners should appoint one representative and record it on the shareholders’ roster. If the share is owned by the government or juristic entity, the name of such government or juristic entity shall be recorded.
Article 8: Except otherwise regulated in laws or securities regulations, the shareholder services of the Company shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by competent authority.
Article 9: In the event to re-issue new share because of ownership transfer, or a lost or damaged share certificate, the Company can charge sufficient printing costs or reasonable fees for the stamp affixed.
Article 10: The transferee of the share should be recorded in the shareholders’ roster within 60 days prior to the convening date of a regular shareholders’ meeting, within 30

days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target dated fixed by the Company for the distribution of dividends, bonus or other benefits.

Article 10-1: The shares purchased back by the Company could be assigned or transferred to the employees who meet certain conditions and are employees of the Company’s controlled or subordinated company.

The employee stock warrants issued by the Company could be issued to the employees of a controlled or subordinated company.

The new shares issued by the Company to the employee could be subscribed by the employees of controlled or subordinated company.

The new restricted employee shares issued by the Company could be issued to the employees of controlled or subordinated company.

The requirements of qualified employees of controlled or subordinated company under this Article are authorized to be decided by the Chairperson.

Chapter Three Shareholders’ meeting.

Article 11: Shareholders’ meeting of the Company is divided into two types:

1. Ordinary shareholders’ meeting:

2. Extraordinary shareholders’ meeting.

The regular shareholders’ meeting shall be convened by the board of directors once a year within six months after the close of each fiscal year. Unless otherwise regulated in the Company Act, the special shareholders’ meeting shall be convened by the board of directors whenever necessary.

The shareholders’ meeting of preferred shares may be convened in accordance with laws and regulations when necessary.

The shareholder meeting may be held by teleconferencing or other means announced by the central authority.

Article 12: Notice shall be given to the shareholders at least thirty (30) days prior to an annual general meeting, and at least fifteen (15) days prior to an extraordinary general meeting. The notice and announcement should state the date, place, and purpose of the meeting.

Article 13: Unless otherwise provided by the Company Act, all resolutions of a shareholders’ meeting of the Company shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the

shareholders attending the meeting.

Article 14: Unless otherwise provided by the Company Act or the Company’s Articles of Incorporation, the common shareholders of the Company shall be entitled to one

vote for each share held at the shareholders’ meeting. However, the shares that are held by the Company have no voting power in accordance with the laws.

Article 15: If a shareholder cannot attend a shareholders’ meeting in person, he or she may issue a proxy, stating the scope of authorization, to authorize an agent to attend the meeting on his or her behalf. Unless otherwise regulated in Company Act, the shareholder’s proxy shall be handled in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies.”
Article 16: The chairperson of the board of directors shall preside over the shareholders’ meeting. In case the chairperson of the board of directors is absent, the vice chairperson shall act on his behalf in according with Article 208 of the Company Act. In case there is no vice chairperson, or the vice chairperson is also absent, the chairperson of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairperson from the board of directors. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The shareholders’ meeting shall be handled in accordance with the Company’s guidelines on procedures of shareholders’ meetings.
Article 17: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in meeting minutes and a copy of it shall be distributed to shareholders. The recordation, distribution and preservation of meeting minutes shall be conducted in compliance with the Company’s Act and relevant laws and regulations.
The attendance list bearing the signatures of the shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders’ meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter Four Board of Directors

Article 18: The Company shall have seven to ten directors and among them at least three of them should be independent directors. All of the independent directors shall be elected from legally competent persons at the shareholders’ meeting. After the election, the Company could purchase director liability insurance with the resolution of the board of directors. The Company may purchase D&O liability

insurance to cover the directors for the liabilities they shall be responsible for while performing their duties. The board of directors is authorized to determine the directors’ remuneration in accordance with the normal rates adopted by other companies in the same industry.

From the 14th board of directors, the Company’s directors are elected through a candidates’ nominating system in accordance with the Company Act and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates.

All the registered shares held by the directors shall comply with “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”

Article 19: The term of directors is for three years and may be re-elected.

Article 20: The Chairperson of the Board of Directors shall be elected from among the directors by majority of the directors present at a meeting attended by more than two thirds of directors. The vice Chairperson of the Board of Directors may also be elected from among the directors in the same way as the Chairperson election.
Article 21: The Chairperson and vice Chairperson shall be responsible for all routine matters and the Chairperson shall externally represent the Company.
Article 22: Board meetings shall be convened and chaired by the chairperson of the board. If the Chairperson is absent, the vice chairperson shall act in place of the chairperson. Where the Chair and the Vice Chair of the Board are both absent, the Chair designates a director as a proxy and where no person is designated as the proxy, the directors shall elect a person from among themselves to act as the chairman of the meeting.
The convening of the Board of Directors meeting shall be notified to the directors with the subject seven days in advance.

However, in case of emergency, the meeting may be convened at any time.

The notice of convening in the preceding section shall be made in writing, through email or fax.
Article 23: Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. If a director is unavailable to attend a meeting in person, the director may issue a proxy to authorize another director to attend the meeting on the director’s behalf, provided that a director may represent only one other director at a meeting. Such proxy shall be limited to the appointment of one person only.

In case a meeting of the board of directors is conducted via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 24: The board of directors has a secretary to handle the relevant matter of the board of directors.

Article 25: The Company shall set forth the Audit Committee, which comprises of all the independent directors, in accordance with the Securities and Exchange Act. The Audit Committee or its member shall be responsible for performing the power of supervisors as provided in the Company Act, the Securities and Exchange Act and the relevant laws and regulations.

Chapter Five Human Resource

Article 26: The Company may have managerial personnel, and the duties thereof shall be arranged according to the needs of the Company. The appointment and discharge of the managerial personnel shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Chapter Six Accounting

Article 27: The fiscal year of the Company is from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the Board of Directors shall prepare the following documents and submit to the general shareholders’ meeting for ratification:

1. Business report.

2. Financial statements.

3. Proposal on surplus distribution or loss compensation.

Article 28: The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10 percent as legal reserve. The Company may then appropriate a certain amount as special reserve according to the relevant regulations. Residual earnings, if any, may be distributed first to the dividends that preferred shares may be distributed in the current year and then the remaining residual earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders according to the distribution plan proposed by the board of directors. If such

surplus earning is distrusted in the form of new share, it shall be submitted to the shareholders’ meeting for approval. If such surplus earning is distributed in the form of cash, in accordance with the Paragraph 5 of Article 240 of the Company Act, it is authorized to the board of director to decide after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

If the Company has earnings after offsetting the prior years’ accumulated losses, if any, the Company should distribute no less 1% of the earnings as employees’ compensation and no more than 1% of the earnings as directors’ compensation.
The distribution of employees’ compensation could be in the form of shares and cash. The distribution of directors’ compensation should be in the form of cash. Both aforesaid distributions should be adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
If the distribution of employees’ compensation is in the form of shares, the qualified employees from controlled or subordinated companies who meet certain requirements could be included into the distribution list. The certain requirement is authorized to be decided by chairperson.
The Company is in the rapid change industry. In order to sustain operations and long-term development, when the board of directors proposes the earning distribution, the board of directors should consider long-term financial planning, future development and shareholder interest protection, etc. The board of director will consider the Company’s financial structure, future fund demand and profit situation to decide the aforesaid earning distribution ratio and shareholder cash dividend of the shareholders’ ratio. The cash dividends shall not be 10% lower than the total dividends, but such ratio should be adjusted with the approval of the shareholders’ meeting.
Article 28-1: In accordance with Article 241 of the Company Act, it is authorized to the Company’s board of directors that after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, to resolve to distribute all or part of legal reserve and capital reserved to shareholders in the form of cash and report of such distribution to the shareholders’ meeting.

Chapter Seven Miscellaneous

Article 29: Matters not provided for in this Article will be handled in accordance with the Company Act of the Republic of China.

Where overseas Chinese or foreign nationals invest in the Company, it shall be processed in accordance with the relevant laws and regulations.
Article 30: The internal organization of the Company and the operational regulations will be stipulated separately.
Article 31: The Articles of Incorporation were established in accordance with the law on April 25, 1976 . The first amendment was on 29 December; 1976, the second amendment was on 29 June, 1979; the third amendment was on 5 May, 1981; the fourth amendment was on 30 October, 1981; the fifth amendment was on 11 January, 1982; the sixth amendment was on 5 June, 1984; the seventh amendment was on 28 May, 1985; the eighth amendment was on 8 April 1986; the ninth amendment was on 28 May, 1987; the tenth amendment was on 6 May,1988; the eleventh amendment was on 20 September, 1988; the twelfth amendment was on 16 June, 1989; the thirteenth amendment was on 11 May, 1990; the fourteenth amendment was on 16 May, 1991; the fifteen amendment was on 12 June, 1992; the sixteenth amendment was on 8 June, 1994;the seventeenth amendment was on 12 May, 1995;the eighteenth amendment was on 7 May, 1996;the nineteen amendment was on 7 May, 1996; the twentieth amendment was on 23 May, 1997; the twenty-first amendment was on 26 May, 1998; the twenty-second amendment was on 8 June, 1999; the twenty-third amendment was on 30 May, 2000; the twenty-fourth amendment was on 22 May, 2001; the twenty-fifth amendment was on 30 May, 2002; the twenty-sixth amendment was on 30 May, 2003; the twentyseventh amendment was on 25 May, 2004; the twenty-eighth amendment was on 31 May, 2005; the twenty-ninth amendment was on 15 June, 2007; the thirtieth amendment was on 10 June, 2008; the thirty-first amendment was on 14 June, 2010; the thirty-second amendment was on 9 June, 2011; the thirty-third amendment was on 5 June, 2012; the thirty-fourth amendment was on 23 June, 2015; the thirty-fifth amendment was on 14 June, 2016; the thirty-sixth amendment was on 8 June, 2018; the thirty-seventh amendment was on 14 June, 2019; the thirty-eighth amendment was on 10 June, 2020; the thirty-ninth amendment was on 26 May, 2022.

Appendix 3 Directors’ Shareholding Position

==> picture [473 x 524] intentionally omitted <==

----- Start of picture text -----

Record date: 2023/03/26
Position Name Shares Currently Owned Remarks
Outstanding
Number of
Type % then
Shares
accounted for
Lien Hwa Industrial
Chairman
Holdings Corporation
of Board of
representative: Miau,
Directors
Matthew Feng Chiang
Lien Hwa Industrial
Holdings Corporation
Director
representative: Chen,
Chun
424,880,973 31.32%
Lien Hwa Industrial
Holdings Corporation
Director
representative: Jiang,
Hui Jong
Lien Hwa Industrial
Common
Holdings Corporation
Director Stock
representative: Lin,
Hsin Hung
Director Ko, Yi-Shaw
2,428,728 0.18%
Director Hsueh, Chang-Wei
4,853,520 0.36%
Director Miao, Feng-Sheng
991,241 0.07%
Independent
Director Pan, Wenent P. 0 0.00%
Independent
Director Wang, Paul P. 0 0.00%
Independent
Director Hwang, Jung-Chiou 0 0.00%
Common 433,154,462
Total
Stock
----- End of picture text -----

The total issued shares as of 2023/03/26: 1,356,578,607shares.

Note: The legal minimum number of shares of all board members: 32,557,886shares. Number of shares held as of 2023/03/26: 433,154,462 shares.

◎ The shares held by independent directors should not be calculated as shares held by directors.

◎ The Company has audit committee so that the legal requirement of shares to be owned by supervisors do not apply.

AI assistant

UPC — AGM Information 2023

51771_rns_2023-06-08_19fbce9a-ae7b-4e88-bc98-61172568ef30.pdf

Table of Contents

Agenda for the 2023 Annual General Meeting of UPC Technology Corporation

Time: 09:00 am, May 24, 2023 (Wednesday)

1. Chairperson’s Opening Remarks

2. Reporting Items:

Amendments of the Rules of Procedures for Shareholders’ Meeting.

6. Adjournment

II. Report Items

III. Ratification Items

Motion 1 (Proposed by the board of directors)

Description:

Motion 2 (Proposed by the board of directors)

Description:

1. The 2022 earnings distribution table is proposed as follows:

UPC Technology Corporation

2022 Annual Earnings Distribution Table

3. The documents are submitted for ratification.

IV. Discussion Items

Description:

V. Extraordinary Motion

VI. Meeting Adjournment

Attachment 1

UPC Technology Corporation Business Report

I. 2022 Business Results

II. 2023 Business Outlook

cope with future changes in the industry.

monitoring and management systems to identify various potential risks, and incorporates the concept of process safety management (PSM).

We wish

all shareholders good health and good luck. Thank you!

Attachment 2

UPC Technology Corporation Audit Committee Report

UPC Technology Corp. and Subsidiaries

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Operating Revenue

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC Technology Corp.

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Operating Revenue

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

UPC TECHNOLOGY CORP.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

UPC TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Attachment 4

UPC AGM Information 2023