Stock Code: 1313

UPC Technology Corporation 2024 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, 2024

Shareholders meeting will be held by means of ： hybrid shareholders’ meeting

Page Meeting Agenda ......................................................................... 2 Report Items .............................................................................. 3 Ratification Topics ..................................................................... 4 Discussion Topics ................................................................... 7 Election ...................................................................................... 8 Other Proposals......................................................................... 8 Extraordinary Motion ................................................................. 9 Attachment Attachment 1: Business Report ............................................ 10 Attachment 2: Audit Committee Report ................................. 13 Attachment 3: Financial Report ............................................ 14 Attachment 4: The Comparison Table of Amended Articles of Incorporation ........................................................................... 33 Attachment 5: The Comparison Table of Rules of Procedure for Shareholders’ Meetings ..................................................... 34 Attachment 6: List of Candidates and the Relevant Information for the 17th Term of Board of Directors of UPC Technology Corporation ......................................................... 36 Appendix Appendix 1: Rules of Procedure for Shareholders’ Meetings .................................................................................................. 44 Appendix 2: Articles of Incorporation of UPC Technology Corporation .............................................................................. 58 Appendix 3: Procedures for Election of Directors................. 68 Appendix 4: Directors' Shareholding Position ...................... 71

Agenda for the 2024 Annual General Meeting of UPC Technology Corporation

Time: 9:00 a.m., May 24, 2024 (Friday).

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

Convening method: hybrid shareholders’ meeting.

I. Chairperson's Opening Remarks

II. Reporting Items:

(I) 2023 business report.

(II) Audit report by the Audit Committee.

(III) Report on the 2023 cash dividends distribution. III. Ratification Topics:

(I) Ratification of 2023 business report and financial statements.

(II) Ratification of 2023 earnings distribution.

IV. Discussion Topics:

(I) Amendments to the Articles of Incorporation.

(II) Amendments to the Rules of Procedure for Shareholders’ Meetings.

V. Election: Elect the 17th term of Board of Directors.

VI. Other Proposals: Lift restrictions on the non-compete clause of the Company's Board of Directors.

VII.Extraordinary Motion VIII. End of Meeting

II. Report items

I. Presenting the Company's 2023 Business Report for review. Description: Please refer to Attachment 1 on pages 9 ~ 12 of this meeting manual.

II. Presenting the 2023 annual final accounting books and statements which have been audited by Audit Committee for review. Description: Please refer to Attachment 2 on page 13 of this meeting manual.

III. Presenting the 2023 cash dividends distribution for review. Description:

(I) 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. It is resolved to authorize the Board of Directors to approve the distribution and report it at the shareholders' meeting.
(II) On March 6, 2024, the Board meeting resolved to distribute cash dividends of NT$265,511,121 to shareholders at NT$0.2 per share. The cash dividends have been distributed on April 24, 2024.

III. Ratification Topics

Motion No. 1 (Proposed by the Board of Directors)

Summary: Presenting the Company’s 2023 business report and financial statements for ratification.

Description:

I. The 2023 business report and the audited financial statements of the Company have been submitted to the Audit Committee for approval. For relevant information, please refer to Attachment 1 on page 9 ~ 12, Attachment 2 on page 13, and Attachment 3 on page 14~32 of this manual.

II. The documents are submitted for ratification. Resolution:

Motion 2 (Proposed by the Board of Directors)

Summary: Presenting the proposal of the Company's 2023 earnings distribution for ratification.

Description:

I. The 2023 earnings distribution table is proposed as follows: UPC Technology Corporation

2023 Annual Earnings Distribution Table

	Unit: NT$	Unit: NT$
Item	Amount
Undistributed earnings at the beginning of theyear		1,938,844,614
(I) Less: Net loss after tax for the year Add: Retained earnings of investment adjustment using the equity method Add: Defined benefit plan re-measurement recognized in retained earnings The amount to be added to the net loss after tax in the current period and included in the current undistributed earnings	(282,826,117)
	2,325,315
	2,361,404
		(278,139,398)
(II) Less: Allocated legal reserve		-
Earnings available for distribution inthe current period		1,660,705,216
(III) Distribution in the current period: Shareholder dividends (cash dividends of NT$0.2per share)		(265,511,121)
Undistributed earnings at the end of theperiod		1,395,194,095
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.
II. The Company allocates the shareholder dividends in an

amount of NT$265,511,121. The amount is determined based on the 1,327,555,607 shares with rights to participate 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. III. The documents are submitted for ratification. Resolution:

IV. Discussion Topics

Motion No. 1 (Proposed by the Board of Directors)

Subject: Amendment of the Articles of Incorporation. The plan is presented for review and approval. Description:

I. According to rules and regulations and practical needs, it is proposed to amend certain provisions of the Company's Article of Incorporation.

II. Please refer to Attachment 4 (page 33 of this meeting manual) for the comparison table of the amended articles. The proposal is presented for review and approval.

Resolution:

Motion 2 (Proposed by the Board of Directors)

Subject: Amendment to the Company’s Rules of Procedure for Shareholders’ Meeting for review and approval. Description:

I. According to rules and regulations and practical need, to amend the Company’s Rules of Procedure for Shareholders’ Meeting in part.

II. Please refer to Attachment 5 (page 34 of this meeting manual) for the comparison table of the amended articles. The proposal is presented for review and approval. Resolution:

V. Election

Summary: Elect the Company's 17th term of directors. Description:

I. The term of office of the Company's current directors (16th term) will expire on July 21, 2024. The election is handled in accordance with Article 195 of the Company Act, and it is proposed to elect 9 directors for the 17th term, which includes 3 independent directors, at the annual general meeting this year. The directors will take office on the day of election.
II. The 17th term of directors shall hold office for 3 years, from May 24, 2024 to May 23, 2027.
III. The list of director (including Independent Director) candidates was reviewed and resolved by the Board of Directors dated March 6, 2024. Please refer to Attachment 6, page 36~43 of this manual for the relevant information.
IV. Please conduct the election.

The Election Results:

VI. Other Proposals

Summary: It is proposed to lift the restrictions on the non-compete clause of the 17th term of directors .

Description:
I. On the premise that the Company's interests are not damaged, it is proposed to lift the restrictions on the non-compete clause of the 17th term of directors who are newly elected in accordance with Article 209 of the Company Act. This also applies to new representatives who are appointed by legal person directors to complete the original term of office.
II. The newly elected directors for whom the restrictions on the non-compete clause is proposed to be lifted are as follows:

Name of Director	Concurrent Positions Held
Chen, Chun (Representative of Zi Feng Holding Co., Ltd.)	Independent director of USI Corp
Pan, Wenent P.	Independent director of CPDC
Bih, Ann	Director of TAITA CHEMICAL COMPANY, LIMITED Director of ASIA POLYMER CORPORATION
Hsu, Tsao Hua (Representative of Lien Hwa Industrial Holdings Corporation)	Director of Linde Lienhwa Industrial Gases Co., Ltd.

VII. Extraordinary Motion.

VIII. Meeting Adjournment

Attachment 1 UPC Technology Corporation Business Report

In 2023, global inflation has slightled eased compared to 2022, but it was still in the cycle of interest rate increase. In addition, the continuation of the Russia-Ukraine War and the Israel-Palestine Conflict intensified the tension in the Middle East, and the global economic recovery was not as good as expected. The housing market debt problem in mainland China's economy has dragged down confidence in growth and caused weak market demand. On the other hand, due to the rapid growth of production capacity, the supply of products has exceeded the demand, and the supply has been strong and demand has been weak, resulting in a decline in profits. Under the severe competitive environment, the Company has made organizational adjustments, simplified processes, optimized flexibility to improve performance, and reduced losses by increasing output, reducing production costs, and expanding market share.

I. 2023 Business Results

The net consolidated revenue in 2023 was NT$73.196 billion, which was 1% up from the previous year. The net loss after tax was NT$283 million, and the after-tax loss per share was NT$0.21.

The 2023 total output of the Group was NT$2.35 million tonnes, and the total sales volume was 1.95 million tonnes, both of which were slightly increased by 8% than the previous year.

II. 2024 Business Outlook

Looking forward to 2024, with the continuation of the Russia-Ukraine War and continued inflation, the overall external environment will still be challenging in the future. On the basis of industrial safety,

environmental safety, and information security, the Company will closely monitor the market dynamics, ensure a stable supply of raw materials, and increase production and sales to reduce costs, and develop new products with potential, and enhance customer services. With a prudent and conservative attitude, the Company will strengthen corporate governance in response to future changes in the industry economy.

In terms of organizational structure, in order to strengthen the efficiency of organizational management, a group information function has been added to the original nine professional functions, and the security management of digital and information systems has been strengthened.

In terms of raw material supply, the cooperation and alliance with upstream suppliers are expanded to obtain stable and competitive raw materials and flexible scheduling capabilities; the Group’s material procurement has entered a new milestone, owning a digital procurement operation platform and an open and transparent procurement model.

In terms of sales, logistics, trading and energy services, in addition to making good use of geographical advantages and channels, we continue to strengthen smart marketing and logistics systems to increase overall revenues and reduce operating costs. We work towards high-end and green products, developing special plasticizers, recycling plasticizers, and extending ester special products applications to other industries.

Industrial safety is the cornerstone of a company's sustainable operations. In terms of industrial safety, fire safety, and process safety, the Group has comprehensively strengthened on-site management and self-inspection systems, while adopting a comprehensive Process Safety Management (PSM) system to ensure zero work injury and zero process safety incidents. With respect to environmental protection,

the Group will continue to adopt energy-saving and carbon reduction measures such as process waste heat recovery and steam power generation and implement circular-economy practices to achieve sustainability goals of reduced carbon emissions and reaching carbon neutrality.

In 2024, the overall economic and geopolitical uncertainties still exist, and consumer confidence has not yet recovered, global economic growth is still on a downward trend, domestic and foreign demand is still sluggish, the future market environment is not optimistic, but the US economy expanded during the presidential campaign. It may bring a glimmer of hope to the market. The Company's operating strategy is to continuously reduce energy consumption and material consumption and reduce costs, optimize the production and sales planning and scheduling of each production base, continue to strive for digital management of manufacturing and operations to improve efficiency and productivity, and enhance R&D capabilities and technological innovations through strategic cooperation. It is aimed to provide customers with excellent products and services, continue to create outstanding business results, and give back to shareholders and the general public.

The Company wishes all shareholders good health and good luck.

Chairman: Miau, Matthew Feng Chiang

President: Bih, Ann

Chief Accounting Officer Wu, Cheng-Chien Simon

Attachment 2

UPC Technology Corporation Audit Committee Report

The Board of Directors prepares and submits 2023 financial statements (from January 1, 2023 to December 31, 2023), which have been audited by two attesting CPAs, Liu, Chien-Liang and Lin, Wen-Chin of Deloitte Taiwan. The 2023 business report and earning distribution schedule are inspected to be in compliance with the Company Act and relevant regulations by the Audit Committee, and a report is prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To 2024 Annual General Meeting of UPC Technology Corporation

UPC Technology Corporation Convener of Audit Committee: Wang, Paul P. March 6, 2024

Attachment 3

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, 2023 and 2022, 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 material accounting policy information.

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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the 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, 2023. 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, 2023 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, 2023 and 2022 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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, 2023 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 6, 2024

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 DECEMBER 31, 2023 AND 2022 (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		2023 Amount % $ 3,209,524 6 6,852 - 1,050,698 2 332,822 1 758,152 1 3,958,242 7 256,735 - 2,633 - 34,991 - 9,015,958 16 2,185,722 4 20,812,329 37 15,467,637 28 23,498 - 16,123,291 29 1,452,268 3 6,319 - 1,403,436 2 367,891 1 34,844,340 63 $ 55,656,669 100 $ 4,201,060 8 130,056 - 1,660,151 3 1,153,446 2 49,908 - 154,023 - 4,894 - 417,307 1 492,831 1 8,263,676 15 2,996,364 5 13,652,805 25 14,196 - 268,645 1 16,172 - 145,680 - 235,821 - 13,779 - 17,343,462 31 25,607,138 46 13,635,771 25 11,726 - 13,647,497 25 1,378,837 2 2,838,651 5 341,773 1 1,660,705 3 4,841,129 9 10,621,009 19 (438,941) (1) 30,049,531 54 $ 55,656,669 100		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

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses 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 Total operating expenses LOSS 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 25) Other income (Notes 25 and 32) Other gains and losses (Note 25) Finance costs (Note 25) Total non-operating income and expenses LOSS BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT (Note 26) NET LOSS FOR THE YEAR Other comprehensive income (loss) for the year, net of income tax		2023 Amount % $ 72,928,555 100 267,491 - 73,196,046 100 70,816,050 97 172,589 - 70,988,639 97 2,207,407 3 1,374,302 2 1,034,603 1 (3,987) - 2,404,918 3 (197,511) - 691 - 53,319 - 608,684 1 (219,784) - (401,935) (1) 40,975 - (156,536) - (126,290) - (282,826) -		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) (Continued)

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UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses Per Share)

Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive (loss) income 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 income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR LOSSES PER SHARE (Note 27) Basic		2023 Amount % 2,952 - 4,735,286 6 (158) - (590) - 4,737,490 6 (334,257) - 40 - (334,217) - 4,403,273 6 $ 4,120,447 6 $ (0.21)		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)




		$

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022 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 Appropriation of 2022 earnings Cash dividends distributed by the Company Dividends from claims extinguished by prescription Net loss in 2023 Other comprehensive income (loss) in 2023, net of income tax Total comprehensive (loss) income in 2023 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, 2023	Share Capital	Total Capital Surplus $ 13,477,765 $ 1,388,431 - - - - - 296 - - - - - - 10,114 (10,114) 64,035 - - 9,342 - - 13,551,914 1,387,955 - - - 322 - - - - - - 13,222 (13,222) 82,361 - - 3,782 - - $ 13,647,497 $ 1,378,837		Retained Earnings	Total $ 7,837,286 - (1,311,831) - (1,236,224) 14,979 (1,221,245) - - - 78,641 5,382,851 (263,583) - (282,826) 2,362 (280,464) - - - 2,325 $ 4,841,129		Other Equity	Total Treasury Shares $ 7,632,196 $ (438,941) - - - - - - - - (1,331,132) - (1,331,132) - - - - - - - (78,641) - 6,222,423 (438,941) - - - - - - 4,400,911 - 4,400,911 - - - - - - - (2,325) - $ 10,621,009 $ (438,941)	Total Equity $ 29,896,737 - (1,311,831) 296 (1,236,224) (1,316,153) (2,552,377) - 64,035 9,342 - 26,106,202 (263,583) 322 (282,826) 4,403,273 4,120,447 - 82,361 3,782 - $ 30,049,531
							Exchange Differences on Translating Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (1,153,241) $ 8,785,437 - - - - - - - - 751,628 (2,082,760) 751,628 (2,082,760) - - - - - - - (78,641) (401,613) 6,624,036 - - - - - - (334,217) 4,735,128 (334,217) 4,735,128 - - - - - - - (2,325) $ (735,830) $ 11,356,839
	Ordinary Shares Capital Collected in Advance $ 13,471,206 $ 6,559 - - - - - - - - - - - - 76,420 (66,306) - 64,035 - - - - 13,547,626 4,288 - - - - - - - - - - 88,145 (74,923) - 82,361 - - - - $ 13,635,771 $ 11,726			Legal Reserve Special Reserve Unappropriated Earnings $ 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 - - (263,583) - - - - - (282,826) - - 2,362 - - (280,464) - - - - - - - - - - - 2,325 $ 2,838,651 $ 341,773 $ 1,660,705

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Expected credit gain 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 Net gain on fair value changes of financial assets as at fair value through profit or loss Share of profit of associates accounted Long-term deferred revenue transferred to other income Reversal of 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 (used in) generated from operations Interest received Income tax paid Net cash (used in) generated from 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 Purchase of financial assets at amortized cost	2023 $ (156,536) (3,987) 1,841,316 193,837 401,935 (53,319) (409,726) 3,782 12,692 (425) (691) (12,944) (182,531) (107,468) (1,064,059) (19,263) (471) 60,528 (394,115) (72,460) 62,252 (89,968) 42,747 (160,443) 2,883 (106,434) 53,303 (6,496) (59,627) (60,100) 7,890 16,325 (368,794)	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 (343) (Continued)

22 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Proceeds from 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 Increase in other non-current assets Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of bonds Repayments 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 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 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	2023 69,300 - 35,800 (1,888,446) 6,429 (10,083) 20,078 (5,341) (75,507) 409,726 (1,842,723) - (6,000,000) 32,387,129 (32,224,162) 38,148,832 (30,666,685) 4 (8) (13,678) (263,583) 82,361 (396,024) 1,054,186 (186,947) (1,035,111) 4,244,635 $ 3,209,524	2022 - (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

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

(Concluded)

23 -

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, 2023 and 2022, 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 material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Aduit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, 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, 2023. 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, 2023 is described as follows:

Recognition of revenue of subsidiaries accounted for using the equity method

The share of profit or loss of the Company’s subsidiaries accounted for using the equity method mainly came from the sales of plasticizers. Considering that the recognition of such revenue related to investees had a significant impact on the financial statements, the authenticity of major subsidiary 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.

24 -

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.
25 -
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, 2023 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 6, 2024

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.

26 -

UPC TECHNOLOGY CORP.

BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (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		2023 Amount % $ 146,373 1 16,977 - 577,882 1 3,082 - 116 - 1,280,565 3 80,307 - 2,105,302 5 14,774,549 32 27,468,388 59 2,066,005 4 2,163 - 79,550 - 36,113 - 44,426,768 95 $ 46,532,070 100 $ - - 596,385 1 141,178 - - - 1,775 - - - 43,799 - 783,137 1 2,996,364 6 12,220,000 26 14,196 - 218,818 1 424 - 235,821 1 13,779 - 15,699,402 34 16,482,539 35 13,635,771 29 11,726 - 13,647,497 29 1,378,837 3 2,838,651 6 341,773 1 1,660,705 4 4,841,129 11 10,621,009 23 (438,941) (1) 30,049,531 65 $ 46,532,070 100		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

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

27 -

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses 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 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 BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 22) NET LOSS FOR THE YEAR Other comprehensive income (loss) for the year, net of income tax Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries accounted for using the equity method		2023 Amount % $ 5,530,708 100 5,189,148 94 341,560 6 124,225 2 237,924 4 (78) - 362,071 6 (20,511) - (411,445) (8) 1,038 - 400,066 7 (64,050) (1) (229,130) (4) (303,521) (6) (324,032) (6) (41,206) (1) (282,826) (5) 2,952 - 4,551,329 82 183,799 3		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) (Continued)

28 -

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses 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 of subsidiaries accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR LOSSES PER SHARE (Note 23) Basic		2023 Amount % (590) - 4,737,490 85 (334,257) (6) - - 40 - (334,217) (6) 4,403,273 79 $ 4,120,447 74 $ (0.21)		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)




		$

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

(Concluded)

29 -

UPC TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

	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 $ (1,153,241) $ 8,785,437 - - - - - - - - 751,628 (2,082,760) 751,628 (2,082,760) - - - - - - - (78,641) (401,613) 6,624,036 - - - - - - (334,217) 4,735,128 (334,217) 4,735,128 - - - - - - - (2,325) $ (735,830) $ 11,356,839
Ordinary Shares $ 13,471,206 - - - - - - 76,420 - - - 13,547,626 - - - - - 88,145 - - - $ 13,635,771	Capital Collected in Advance $ 6,559 - - - - - - (66,306) 64,035 - - 4,288 - - - - - (74,923) 82,361 - - $ 11,726
		Legal Reserve Special Reserve Unappropriated Earnings $ 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 - - (263,583) - - - - - (282,826) - - 2,362 - - (280,464) - - - - - - - - - - - 2,325 $ 2,838,651 $ 341,773 $ 1,660,705

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

30 -

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation expense Amortization expense Expected credit gain 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 Loss (gain) on disposal of property, plant and equipment (Reversal of) 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 operations Interest received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES 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 Net cash generated from investing activities	2023 $ (324,032) 173,619 17,254 (78) 229,130 (1,038) (317,707) 3,782 411,445 1,019 (6,043) 6,104 (78,398) 622 (56,606) (7,280) (1,000) 245,488 (13,098) 1,847 (5,982) 2,883 281,931 1,038 (94) 282,875 - - (129,310) 223 (4,014) 4,049 (3,708) 466,134 333,374	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 42,481 (Continued)

31 -

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Net cash uesd in financing activities Proceeds from issuance of bonds Repayments 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 Interest paid Net cash used in financing activities NET DECREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2023 - (6,000,000) 34,500,000 (28,710,000) 4 (8) (10,604) (263,583) 82,361 (225,757) (627,587) (11,338) 157,711 $ 146,373	2022 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

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

(Concluded)

32 -

Attachment 4

UPC Technology Corporation The Comparison Table of Amended Articles of Incorporation

Amended Articles	Original Articles	Reason for Amendment
Article 18 The Company shall have seven to twelve directors, and among them, at least three of them should be independent directors. All of the 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 Board of Directors is authorized to determine the directors’ remuneration in accordance with the normal rates adopted by other companies in the same industry. Paragraphs 2 and 3 are omitted.	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 Board of Directors is authorized to determine the directors’ remuneration in accordance with the normal rates adopted by other companies in the same industry. Paragraphs 2 and 3 are omitted.	Adjust the number of directors in line with business development needs.
Article 31 The Articles of Incorporation were established in accordance with the law on April 25, 1976. ... (the above omitted), the 39th amendment was made on May 26, 2022. The 40th amendment was made on May 24, 2024.	Article 31 The Articles of Incorporation were established in accordance with the law on April 25, 1976. ... (above omitted), the 39th amendment was made on May 26, 2022.	Add article amendment times and dates.

Attachment 5

UPC Technology Corporation The Comparison Table of Rules of Procedure for Shareholders’ Meetings

Amended Articles	Original Articles	Reason for Amendment
Article 3 (Convening of Shareholders' Meeting and Notice) Shareholders' meetings of the Company shall be convened by the Board of Directors, unless otherwise provided by law. Unless otherwise stated in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company convening a shareholders' meeting by video conference shall be stated in the Articles of Incorporation and resolved by the Board of Directors. Convening of shareholders' meeting by video conference shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. Any changes to the convening of a shareholders’ meeting shall be resolved in a Board meeting, which should be completed at the latest before the notice of the shareholders’ meeting is sent. (Therest are omitted)	Article 3 (Convening of Shareholders' Meeting and Notice) Shareholders' meetings of the Company shall be convened by the Board of Directors, unless otherwise provided in the law. Any changes to the convening of a shareholders’ meeting shall be resolved in a Board meeting, which should be completed at the latest before the notice of the shareholders’ meeting is sent. (The rest are omitted)	Amended in accordance with Tai-Zheng-Zhi-Li- Zi announcement No. 1120004167 dated March 17, 2023 issued by the Taiwan Stock Exchange.
Article 24 (Establishment and amendment dates) These Rules were established on May 6, 1988. The 1st amendment was on May 7, 1996. The 2nd amendment was on May 26, 1998. The 3rd amendment was on May 30,2002.	Article 24 (Establishment and amendment dates) These Rules were established on May 6, 1988 (Below is the same). The 1st amendment was on May 7, 1996. The 2nd amendment was on May 26, 1998. The 3rd amendment was on May 30,2002.	Add article amendment times and dates.

Amended Articles	Original Articles	Reason for Amendment
The 4th amendment was on June 9, 2006. The 5th amendment was on June 14, 2010. The 6th amendment was on June 23, 2015. The 7th amendment was on June 10, 2020. The 8th amendment was on July 21, 2021. The 9th amendment was on May 24, 2023. The 10th amendment was on May 24, 2024.	The 4th amendment was on June 9, 2006. The 5th amendment was on June 14, 2010. The 6th amendment was on June 23, 2015. The 7th amendment was on June 10, 2020. The 8th amendment was on July 21, 2021. The 9th amendment was on May 24, 2023.

Attachment 6 List of Candidates and the Relevant Information for the 17th Term of Board of Directors of UPC Technology Corporation

Candidate type	Candidate name	Major Education and Experience	Major current position	Shareholding (2024/2/29)	Name of represented legal person
Director	Miau, Matthew Feng Chiang	Honorary doctorate from National Chiao Tung University Master of Business Administration, Santa Clara University, USA Bachelor of Electrical Engineering, University of California, Berkeley Laureate of the Industrial Technology Research Institute President of UPC Technology Corporation President of BOC Lien Hwa Industrial Chairman of SYNNEX, US Independent director of Galileo, US Independent director of BOC,	Chairman of UPC Technology Corporation Chairman of Lien Hwa Industrial Holdings Corporation Chairman of Synnex International Chairman of MiTAC Holdings Corporation Chairman of MiTAC International Corporation Director of Getac Holdings Corporation Independent director of Cathay Financial Holding Director of CTCI Foundation	5,185,212	Y.S. Educational Foundation

		UK Independent director of Linde plc., Germany Representative of the APEC Business Advisory Council (ABAC) of the Asia-Pacific Economic Cooperation (APEC) Convener for private advisory committee of the National Information and Communication s Initiative (NICI) Committee, Executive Yuan Director of TD Synnex Corporation Chairman of Chinese National Federation of Industries
Director	Chen, Chun	Master's degree from the College of Law, National Taiwan University Premier and Vice Premier of the Executive	Chair professor at School of Business, Soochow University Director of Lien Hwa Industrial Holdings	17,460,231	Tsu fung Investment Co., Ltd..

		Yuan Chairperson of the Financial Supervisory Commission, Executive Yuan Chairman of Taiwan Stock Exchange Corporation Chairman of Taiwan Cooperative Bank	Corporation Independent director of USI Corporation Chairman of The Appacus Foundation Chairman of Vision Project Engineering Foundation
Director	Hsu, Tsao Hua	PhD, Department of Civil Engineering, National Chung Hsing University Vice President of Taiwan Power Company Director of Taiwan Cogeneration Corporation Managing Director, Taiwan Mechanical and Electrical Engineering Service Association Director of Taiwan Electric Power Research and Testing	Chief of Staff, Lien Hwa Industrial Holdings Corporation Director of Asia Hydrogen Energy Corporation Director of Linde Lienhwa Industrial Gases Co., Ltd.	424,880,973	Lien Hwa Industrial Holdings Corporation

		Center
Director	Miao, Feng-Shen g	Master of Electrical Engineering, Santa Clara University, US President of MiTAC USA Chairman of Lien Hwa Industrial Holdings Corporation Chairman of Han-Tong Venture Capital	Vice Chairman of Lien Hwa Industrial Holdings Corporation Director of MiTAC International Corporation Director of MiTAC Information Technology Corp. Director of Dachan Great Wall Group Honorary Chairman of Lien Hwa Industrial Holdings Corporation Director of Lien Hwa Lox Cryogenice Equipment Corporation Director of Confederate Technology Co., Ltd. Director of Far	991,241

			Eastern Industrial Gases Co., Ltd. Director of Hua Cheng Investment Co., Ltd. Director of United Industrial Gases Co., Ltd. Supervisor of Harbinger Venture Capital
Director	Hsueh, Chang-Wei	MBA, Cornell University Master of Engineering, University of California, Irvine	Chairman of Huanwarp Enterprise Vice Chairman of China Real Estate Management Director of Dah Chung Bills Finance Corp.	4,853,520
Director	Bih, Ann	Master of Chemistry, National Tsing Hua University Master of Management, National Sun Yat-Sen University Vice President and Spokesperson, CPC Corporation, Taiwan	President of UPC Technology Corp. Chairman of Wei Chen Investment Corporation Chairman of Taiwan Union International Investment Corporation Director of UPC Venture Capital Director of Taita Chemical	634,000

			Company, Limited Director of ASIA POLYMER CORPORATION
Independe nt Director	Pan, Wenent P.	Master and Ph.D. in Chemical Engineering, University of Wyoming, USA President and Chairman of CPC Corporation, Taiwan Chairman of Kuo Kuang Power Chairman of Gintech Energy Corporation	Chairman of CTCI Foundation Independent director of CPDC Independent Director of U-Ming Marine Transport Corporation Director of CTCI Corporation	0
Independe nt Director	Hwang, Jung-Chiou	PhD in Information Engineering, National Chiao Tung University Chairman of Taiwan Power Company Executive Vice Minister of the Ministry of Economic Affairs Executive Director and Deputy Chairperson of	Independent Director of Century Wind Power Co., Ltd. Independent Director of Waffer Technology Corp. Independent Director of AcBel Polytech Inc. Chairman of Taiwan Electric Power Association	0

		the State-Owned Enterprise Commission, MOEA Deputy Director, Director of the Department of Industrial Technology, MOEA	Director of Sun Yun Suan Foundation Director of Sanlien Technology Education Foundation Chairman of Taiwan-Japan Industrial Technology Cooperation Association Director of Chung Yuan Christian University
Independe nt Director	Chiang, Kuo Yu	Department of English, Tamkang University	Chairman of Dajiang International Co., Ltd. Chairman of Dajiang Textile Co., Ltd. Chairman of Singqiao Film Co., Ltd. Chairman of Chi Kuo Fu-Cai Co., Ltd. Chairman of Chi Kuo Construction Co., Ltd. Director of Taiwan Spinner’s Association	0
			42

Remarks:

Mr. Pan, Wenent P. has served as the independent director of the Company for four terms. Considering his academic background and professional background, such as PhD in chemical engineering and petrochemical engineering, Mr. Pan has promoted a number of major investment projects to improve the company's operating efficiency while serving as the Chairman of CPC Corporation. At present, he serves as the Chairman, Independent Director, and Director of several companies. He has experience in finance, accounting, and corporate governance. He is able to provide important suggestions and obvious help to the Company. However, the Company still needs to rely on his professionalism so that he can exercise his expertise to supervise the Board of Directors and provide professional opinions in addition to exercising his duties as an independent director. Therefore, we intend to continue to nominate him for this election as an independent director of the Company.

Appendix 1 UPC Technology Corporation Rules of Procedure for 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 2 Article 2 The 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.

Any changes to the convening of a shareholder meeting shall be resolved in a Board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent.

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. However, in the event that the Company with paid-in capital reaching NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and investors in China reached 30% or more as recorded in the shareholder register at the time of holding of the shareholder meeting in the most recent fiscal year, it shall upload the electronic file 30 days prior to the day on which the shareholder meeting is to be held. 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.

The above-mentioned meeting's manual and supplementary information shall be made available by the Company to shareholders in the following ways on the day of the shareholder meeting:

I. Distributed on-site at the venue of the shareholder meeting where the physical meeting is held.

II. If the shareholder meeting is also available by video conference, distribute the materials at the physical venue, and upload the electronic files to the video conference platform.

III. If the shareholder meeting is held by video conference, the electronic files shall be uploaded to the video conference platform.

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 the shareholder meeting has announced the re-election of directors and the 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 one discussion item at a time in accordance with Article 172-1 of the Company Act, and those with more than one item in 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 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 the exclusion of any shareholder proposals that are 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 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 a cancellation of 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 in writing or electronically, a written notice of proxy cancellation shall be submitted to this Company 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.

Should the shareholder decide to attend a shareholder meeting by video conference after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than 2 days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant 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.

If the shareholder meeting is held by video conference, it is not subject to the restriction on the venue as specified in the preceding paragraph.

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 proxies (referred to as shareholders) where relevant.

Admission of meeting participants shall begin at least 30 minutes before

the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check-in to the video conference platform of the shareholder meeting should be completed at least 30 minutes before the meeting starts; those who complete the check-in are considered to have attended the meeting in person.

Shareholders shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers 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 appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Shareholders who would like to attend the shareholder meeting by video conference should register with the Company at least two days before the shareholder meeting.

For shareholder meetings that are held by video conference, the Company shall upload the meeting handbook, annual report and other relevant information to the video conference platform at least 30 minutes before the shareholder meeting and keep them available until the end of the meeting.

Article 6-1 (Matters to be included in the notice for the video conference shareholder meeting)

The shareholder meeting notice should specify the following matters if the meeting is also made available by video conference:

I. Methods of participation in the meeting by video conference and for exercising their rights.
II. The handling of issues with the video conference platform or participation in the video conference due to natural disasters, incidents or other force majeure events, including at least the following:
(I) The time or date when the above-mentioned issues cannot be resolved and the meeting needs to be postponed or resumed.

(II) Shareholders who have not registered to participate in the shareholder meeting by video conference shall not participate in the postponed or resumption of the meeting.
(III) When convening a hybrid shareholder meeting, if the shareholder video conference meeting cannot resume, and if the total number of shares represented in attendance at the meeting still meet the statutory quorum for holding a shareholder meeting after subtracting the number of shares represented by shareholders attending the meeting by video conference, the meeting shall continue in session. For shareholders who originally choose to attend the shareholder meeting by video conference, the number of shares is counted in the total of shares of shareholders attending the meeting but is considered abstention in all the motions presented in the meeting.
(IV) The handling methods for when the results for all the motions have been announced, and there are no extraordinary motions.
III. When convening shareholder meeting by video conference, alternative measures available for shareholders who may have difficulties joining the meeting by video conference shall be specified.

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

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

When a director serves as a Chair, 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 who serves as Chair.

It is advisable that shareholders’ meetings convened by the Board of Directors be Chaired by the Chairman of the Board in person and attended by a majority of the directors, at least one independent director, the Chairman of audit committee and one member of each functional committee on behalf of the committee are in person. Attendance shall be recorded during 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 chair the meeting. When there are two or more such convening parties, they shall mutually select a Chair 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.

For the shareholder meetings held by video conference, the Company shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting.

The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling videoconferencing tasks.

If the shareholder meeting is to be held by video conference, the Company should audio- and video-record the backend operation interface of the video conference platform.

Article 9

Attendance at shareholders’ meetings shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book, sign-in cards handed in, the number of shares reported on the video conference platform, and the number of shares whose voting rights are exercised in writing 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 Chair 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 one-third of the total issued shares are presented at the meeting after the postponement twice. For the shareholder meeting held by video conference, the Company shall announce the adjournment of the meeting on the videoconferencing 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 shareholder meeting to be held within one month. For shareholder meeting held by video conference, shareholders attending the meeting by video conference shall register with the Company again in accordance with Article 6.

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

Article 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 Chair 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 Chair 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 Chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The Chair 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 Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed and call for a vote. The Chairman shall 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 in which 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 Chair, a shareholder may not speak more than twice on the same proposal and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chair may terminate the speech.

When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the Chair and such speaking shareholder; the Chair 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 Chair may respond in person or direct relevant personnel to respond.

For the shareholder meetings held by video conference, the shareholders who attend the meetings by video conference may raise their questions in writing on the videoconferencing platform after the Chair announces the start of the meeting and before the Chair announces the end of the meeting. No more than two questions for the same proposal should be allowed, and each question can have a maximum of 200 words, and the requirements in Paragraphs 1 to 5 do not apply.

The above-mentioned questions which do not violate the rules or do not exceed the scope of the proposal should be disclosed on the videoconferencing platform as public knowledge.

Article 12 (Calculation of voting shares and recusal system)

Voting at a shareholders’ meeting shall be calculated based on 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 a 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 a 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 Article 179, paragraph 2 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 writing. When voting rights are exercised in writing or electronically, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights in writing or electronically 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 in writing or electronically 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 in writing or electronically, 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 in writing or electronically shall prevail. When a shareholder has exercised voting rights both in writing or electronically 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 number 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 Chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. 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 Chair, 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.

After the Chair announces the start of the meeting, the shareholders who participate in the meeting through videoconferencing shall conduct voting on various motions and election through the videoconferencing platform, and must complete the voting before the Chair announces the close of voting. Those who do not complete the voting before the announced ending time are considered abstention.

For the shareholder meetings held by video conference, the votes shall be counted once after the Chair announces the close of voting, and the results of the voting and election will be announced.

For the shareholder meetings held in hybrid form, shareholders who have already registered to attend the meetings by video conference in accordance with the provisions of Article 6 but wish to attend the physical meeting shall take the procedures same as the registration to cancel their registration at least two days before the meeting. Those who fail to cancel the registration on time can only attend the meeting by video conference.

Those who exercise their voting rights in writing or electronically without withdrawing their declaration of intent and participate in the shareholder meeting by video conference shall not exercise their voting rights on the original motion, propose amendment to the original motion or exercise their voting rights on the revision of the original motion, except for extraordinary motions.

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 Chair 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.

The minutes of the shareholder meeting held by video conference should record the items mentioned in the preceding paragraph, the starting and ending time of the meeting, the convening method of the meeting, the name of the Chair and the meeting minute taker, and the measures taken when the videoconferencing platform or the participation by video conference experiences natural disasters, incidents or force majeure.

The shareholder meeting held by video conference should follow the procedures mentioned in the preceding paragraph, and the meeting minutes should also specify the alternative measures provided for shareholders who may have difficulties joining the meeting by video conference.

Article 16 (Announcement)

The number of shares solicited by the proxy solicitors, or that of the entrusted proxies and shareholders attending the shareholder meeting in writing or electronically is compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. For shareholder meetings that are held by video conference, the Company shall upload the above information to the videoconferencing platform at least 30 minutes before the start of the meeting and keep them available until the end of the meeting.

When the shareholder meeting by video conference is announced to start, the number of voting rights of the attending shareholders is disclosed on the videoconferencing platform. The same applies when the total number of shares of the shareholders in attendance and the number of voting rights in attendance are compiled again 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 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 arm bands.

The Chair may direct patrol personnel or security personnel to assist in maintaining order at the meeting. The proctors or security personnel who help to maintain 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 by 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 Chair may announce a break based on time considerations. If a force majeure event occurs, the Chair 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 (Information disclosure for meeting by video conference)

For shareholder meetings that are held by video conference, the Company shall immediately disclose the voting results of motions and election results to the videoconferencing platform of the shareholder meeting in accordance with the regulations and keep them available for at least 15 minutes after the Chair announces the ending of the meeting.

Article 20 (Location of Chair and minute keeper of shareholder meeting by video conference)

Both the Chair and the meeting minute keeper shall be at the same location within the country when holding video conference shareholder meetings, and the Chair should announce the address of the place at the

beginning of the meeting.

Article 21 (Handling of disconnection)

For shareholder meetings that are held by video conference, the Company shall provide shareholders with a simple connection test before the meeting and provide relevant services before and during the meeting to resolve technical communication problems.

For shareholder meetings that are held by video conference, the Chair should announce at the start of the meeting that except when there is no need to postpone or continue the meeting in accordance with Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the provisions of Article 182 of the Company Act is not applicable to the date of meeting postponement or resumption that is within 5 days for the interruption to the videoconferencing platform or participation by means of video conference lasting more than 30 minutes due to natural disasters, incidents or force majeure, before the Chair announces the end of the meeting.

In the event of a meeting postponement or resumption in the preceding paragraph, shareholders who have not registered to participate in the shareholder meeting by videoconferencing shall not participate in the postponement or resumption of the meeting.

In accordance with the provisions of Paragraph 2 for meeting that is postponed or resumed, shareholders who have registered and completed the check-in to the original meeting by videoconferencing, but do not participate in the postponed or resumed meeting, the shares shown presented at the original shareholder meeting, and the voting rights and election rights already exercised shall be included in the total number of shares, the number of voting rights and number of election rights of shareholders represented at the postponed or resumed meeting.

For the shareholder meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss or resolve the motions for which voting and counting of votes have been completed and the voting results and the election of directors have been announced.

If shareholder meeting is held in hybrid form and the video conference cannot be continued as described in Paragraph 2, and the total number of shares represented in attendance still meet the statutory quorum for the convening of the meeting after subtracting the number of shares that attended the meeting by video conference, the meeting should still continue without needing a postponement or resumption in accordance with Paragraph 2.

In the event of a meeting to be resumed as described in the preceding paragraph, for shareholders who originally chose to attend the shareholder meeting by videoconferencing, the number of shares is counted in the total of shares of shareholders attending the meeting, but is considered abstention in all the motions presented in the meeting.

If the Company postpones or resumes the meeting according to the provisions of Paragraph 2, the relevant preparation should be conducted based on the date of the original shareholder meeting in accordance with 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 second half of Article 12 and Paragraph 3, Article 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of shareholder meeting in accordance with the provisions of Paragraph 2.

Article 22 (Handling digital divide)

When holding the shareholder meeting by video conference, alternative measures should be provided for shareholders who may have difficulties joining the meeting by video conference.

Article 23 (Implementation)

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

Article 24 (Establishment and amendment dates)

These Rules were established on May 6, 1988 (Below is the same). The 1st amendment was on May 7, 1996. The 2nd amendment was on May 26, 1998. The 3rd amendment was on May 30, 2002. The 4th amendment was on June 9, 2006. The 5th amendment was on June 14, 2010. The 6th amendment was on June 23, 2015. The 7th amendment was on June 10, 2020. The 8th amendment was on July 21, 2021. The 9th amendment was on May 24, 2023.

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 Chemical Industrial.

2. C801020 Petrochemical Materials 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 items 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:
I. The dividends for preferred shares are limited to an annual rate of 8%, calculated by the issuance price per share, and the dividend may be 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.
II. 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.
III. 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.
IV. 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.

V. 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.
VI. Preferred shares may not be converted to ordinary shares. VII. 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 the rights and obligations of issuance terms prescribed in the above paragraphs.

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

VIII. 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 the 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 of the 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 date 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 the 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 Chairman.

Chapter Three Shareholders’ meeting.

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

I. Ordinary shareholders’ meeting,

II. 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 video conference or other means announced by the central authority.

Article 12: Notice shall be given to the shareholders at least 30 days prior to an annual general meeting, and at least 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 the 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 Chairman of the Board of Directors shall chair over the shareholders' meeting. If the Chairman of the Board of Directors is absent, the Vice Chairman shall act on his behalf according to Article 208 of the Company Act. In case there is no Vice Chairman, or the Vice Chairman is also absent, the Chairman 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 Chairman 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 Chairman of the Board of Directors shall be elected from among the directors by a majority of the directors present at a meeting attended by more than two-thirds of directors. The Vice Chairman of the Board of Directors may also be elected from among the directors in the same way as the Chairman election.
Article 21: The Chairman and Vice Chairman shall be responsible for all routine matters and the Chairman shall externally represent the Company.
Article 22: Board meetings shall be convened and chaired by the Chairman of the Board. If the Chairman is absent, the Vice Chairman shall act in place of the Chairman. Where the Chair and the Vice Chairman of the Board are both absent, the Chairman 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 by video conference, then the directors taking part in a video conference shall be deemed to have attended the meeting in person.
Article 24: The Board of Directors has a secretary to handle the relevant matters of the Board of Directors.

Article 25: The Company shall set forth the Audit Committee, which comprises all the independent directors, in accordance with the Securities and Exchange Act. The Audit Committee or its members 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 them to the general shareholders’ meeting for ratification:

1. Business report.

2. Financial statement.

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 a 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 shares, it shall be submitted to the shareholders’ meeting for approval. If such surplus earning is

distributed in the form of cash, in accordance with Paragraph 5 of Article 240 of the Company Act, it is authorized to the Board of Directors 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 than 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 in the distribution list. A certain requirement is authorized to be decided by the Chairman. The Company is in a rapidly changing 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 Directors 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 lower than the total dividends by 10%, 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 proceed 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 1st amendment was on December 29; 1976, the 2nd amendment was on June 29, 1979; the 3rd amendment was on May 5, 1981; the 4th amendment was on October 30, 1981; the 5th amendment was on January 11, 1982; the 6th amendment was on June 5, 1984; the 7th amendment was on May 28, 1985; the 8th amendment was on April 8, 1986; the 9th amendment was on May 28, 1987; the 10th amendment was on May 6,1988; the 11th amendment was on September 20, 1988; the 12th amendment was on June 16, 1989; the 13th amendment was on May 11, 1990; the four14th amendment was on May 16, 1991; the 15th amendment was on June 12, 1992; the 16th amendment was on June 8, 1994; the 17th amendment was on May 12, 1995; the 18th amendment was on May 7, 1996; the 19th amendment was on May 7, 1996; the 20th amendment was on May 23, 1997; the 21st amendment was on May 26, 1998; the 22nd amendment was on June 8, 1999; the 23rd amendment was on May 30, 2000; the 24th amendment was on May 22, 2001; the 25th amendment was on May 30, 2002; the 26th amendment was on May 30, 2003; the 27th amendment was on May 25, 2004; the 28th amendment was on May 31, 2005; the 29th amendment was on June 15, 2007; the 30th amendment was on June 10, 2008; the 31st amendment was on June 14, 2010; the 32nd amendment was on June 9, 2011; the 33rd amendment was on June 5, 2012; the 34th amendment was on June 23, 2015; the 35th amendment was on June 14, 2016; the 36th amendment was on June 8, 2018; the 37th amendment was on June 14, 2019; the 38th amendment was on June 10, 2020; the 39th amendment was on May 26, 2022.

Appendix 3 UPC Technology Corporation Procedures for Election of Directors

Article 1 The Procedures have been established in accordance with Article 21 of the “Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies” to ensure fairness, justice, and transparency in the election of directors.

Article 2 Unless otherwise specified by law or the Articles of Incorporation, election of the Company's directors shall proceed according to the procedures stated herein.
Article 3 Directors of the Company shall be elected after taking into account the overall Board allocation. Board members should be diversified in a manner that supports the Company's operations, business activities and growth. The diversification should be based on, but is not limited to the following two principles: I. Basic conditions and values: gender, age, nationality and culture. II. Knowledge and skills: Career background (e.g. law, accounting, industry, finance, marketing or technology), professional skill, and industry experience.

All Board members shall possess the knowledge, skills, and characters needed to exercise their duties. The Board as a whole shall possess the following capacity: I. Ability to make operational judgments. II. Accounting and financial analysis. III. Business administration. IV. Crisis management. V. Industry knowledge. VI. Vision of the global market. VII. Leadership. VIII. Decision making.

More than half of the Company's Board members shall consist of persons who are neither a spouse nor a second-degree relative or closer to any director.

The composition of the Board of Directors shall be determined after taking into consideration the overall performance evaluation.

Article 4 Independent directors are subject to the eligibility criteria specified in Articles 2, 3 and 4 of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

Elections of independent directors are subject to compliance with Articles 5, 6, 7, 8 and 9 of “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and Article 24 of “Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies”.

Article 5 The election of the Company's directors shall be conducted in accordance with the candidate nomination system and procedures stipulated in Article 192-1 of the Company Act.

If the Company has less than five active directors at any given time due to dismissal, a by-election shall be held in the upcoming shareholder meeting to fill the open position. However, if the shortfall amounts to one-third of the minimum seats mentioned in the Articles of Incorporation, the Company shall convene an extraordinary shareholder meeting within the next 60 days to elect candidates for the shortfall.

If the number of independent directors falls short of the requirements stated in Paragraph 1, Article 14-2 of the Securities and Exchange Act, a by-election shall be held in the upcoming shareholder meeting. If all independent directors have been dismissed from duty, the Company shall convene an extraordinary shareholder meeting within the next 60 days to elect candidates for the shortfall.

Article 6 Elections of the Company's directors shall proceed using the cumulative method. Each share is vested with voting rights equal to the number of directors to be elected. These voting rights may be concentrated on one candidate or spread across multiple candidates.
Article 7 The Board of Directors shall prepare ballots in quantities that match the number of directors to be elected, and the number of voting rights associated with each ballot shall be specified on the ballots before distributing them to the attending shareholders at the shareholder meeting. Conference pass serial numbers can be printed on the ballot for identification purposes instead of the voting shareholder's name.
Article 8 The number of directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chair drawing lots on behalf of any person not in attendance.
Article 9 Before the election begins, the Chair shall appoint several shareholders to undertake the roles of ballot examiner and ballot counter to assist in the election. The ballot box will be made available by the Board of Directors and shall be opened for inspection by the ballot examiner prior to voting.

Article 10 Ballots are considered void in any of the following circumstances:

I. Not using the ballots prepared by the person with the right to convene the meeting.
II. Casting of blank ballot into the ballot box.

III. Ballots with illegible writing or are altered.

IV. The candidate name filled in does not match with that on the list of

director candidates upon verification.

V. Ballots contain writings other than the number of voting rights allocated.

Article 11 The ballots shall be counted during the shareholders’ meeting immediately after they are cast. The results shall be announced by the Chair. The list of elected directors and the final tally must be announced on-site, including the list of those who are not elected and the number of votes they received.

Article 12 These Procedures are to be announced and implemented after being approved by the shareholders' meeting, and likewise for the revision.

Article 13 This Guideline was established by a resolution of the shareholders' meeting on May 6, 1988 (below is the same).

The 1st amendment was on September 20, 1988. The 2nd amendment was on May 20, 1995. The 3rd amendment was on May 7, 1996. The 4th amendment was on May 30, 2002. The 5th amendment was on June 23, 2015. The 6th amendment was on July 21, 2021.

Attachment 4

Directors' Shareholding Position

		Record date: March 26, 2024 Shares Currently Owned Remarks Type Number of Shares Outstanding % then accounted for Common Stock 424,880,973 31.89% 4,853,520 0.36% 991,241 0.07% 0 0.00% 0 0.00% 0 0.00% Common Stock 430,725,734	Record date: March 26, 2024 Shares Currently Owned Remarks Type Number of Shares Outstanding % then accounted for Common Stock 424,880,973 31.89% 4,853,520 0.36% 991,241 0.07% 0 0.00% 0 0.00% 0 0.00% Common Stock 430,725,734	Record date: March 26, 2024 Shares Currently Owned Remarks Type Number of Shares Outstanding % then accounted for Common Stock 424,880,973 31.89% 4,853,520 0.36% 991,241 0.07% 0 0.00% 0 0.00% 0 0.00% Common Stock 430,725,734	Record date: March 26, 2024 Shares Currently Owned Remarks Type Number of Shares Outstanding % then accounted for Common Stock 424,880,973 31.89% 4,853,520 0.36% 991,241 0.07% 0 0.00% 0 0.00% 0 0.00% Common Stock 430,725,734
Position	Name	Shares Currently Owned			Remarks
		Type	Number of Shares	Outstanding % then accounted for
Chairman of Board of Directors	Lien Hwa Industrial Holdings Corporation representative: Miau, Matthew Feng Chiang	Common Stock	424,880,973	31.89%
Director	Lien Hwa Industrial Holdings Corporation representative: Chen, Chun
Director	Lien Hwa Industrial Holdings Corporation representative: Hsu, Tsao Hua
Director	Lien Hwa Industrial Holdings Corporation representative: Bih, Ann
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%
Total		Common Stock	430,725,734

The total issued shares as of March 26, 2024: 1,366,220,607shares.

Note: The legal minimum number of shares of all Board members:32,789,294 shares. Number of shares held as of March 26, 2024: 430,725,734 shares. Mr. Ko, Yi-shaw, a natural person director, resigned on March 7, 2024

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

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

AI assistant

UPC — AGM Information 2024

51771_rns_2024-06-05_661df668-8dc8-4088-9abd-2fc143f9b842.pdf

Table of Contents

Agenda for the 2024 Annual General Meeting of UPC Technology Corporation

II. Report items

I. Presenting the Company's 2023 Business Report for review. Description: Please refer to Attachment 1 on pages 9 ~ 12 of this meeting manual.

III. Presenting the 2023 cash dividends distribution for review. Description:

III. Ratification Topics

Motion 2 (Proposed by the Board of Directors)

2023 Annual Earnings Distribution Table

IV. Discussion Topics

V. Election

Summary: Elect the Company's 17th term of directors. Description:

VI. Other Proposals

VII. Extraordinary Motion.

VIII. Meeting Adjournment

Attachment 1 UPC Technology Corporation Business Report

I. 2023 Business Results

II. 2024 Business Outlook

Attachment 2

UPC Technology Corporation Audit Committee Report

Attachment 3

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 DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses Per Share)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses Per Share)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of revenue of subsidiaries accounted for using the equity method

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, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses Per Share)

UPC TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses Per Share)

UPC TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

UPC TECHNOLOGY CORP.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Attachment 4

UPC Technology Corporation The Comparison Table of Amended Articles of Incorporation

Attachment 5

UPC Technology Corporation The Comparison Table of Rules of Procedure for Shareholders’ Meetings

Attachment 6 List of Candidates and the Relevant Information for the 17th Term of Board of Directors of UPC Technology Corporation

Remarks:

Appendix 1

UPC Technology Corporation Rules of Procedure for Shareholders’ Meetings

Article 4

Article 6-1 (Matters to be included in the notice for the video conference shareholder meeting)

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

Article 9

Article 10 (Discussion of proposals)

Article 11 (Shareholders’ statement)

Article 13

Article 15

UPC AGM Information 2024