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WTC AGM Information 2025

Jun 26, 2025

52123_rns_2025-06-26_a316008f-7c8f-46bc-9c20-d7a5d2c7291b.pdf

AGM Information

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Stock Code:2492

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Walsin Technology Corporation

2025 Annual Shareholders’Meeting Agenda Handbooks (Translation)

Time:9:30 a.m. on Tuesday, June 17, 2025

Location:No. 3, Qingnian Rd., Yangmei Dist., Taoyuan City 326, Taiwan (R.O.C.) (Meeting Room No.E68,China-Motor Training Center)

This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the Chinese version and this content, the Chinese version shall prevail.

1

Walsin Technology Corporation 2025 Annual Shareholders’ Meeting Handbook

Table of Contents

Chapter1. Meeting Procedure and Agenda 1. Announcements.………………………………..………………………………………..………….……5 2. Proposals, Discussions and Election…………..…………….………………..………………….7 3. Extempore Motions or Other Matters …………………………………………….……………11 4. Adjournment ……………………………………………………………………………………..………..11 Chapter2. Attachments 1. 2024 Business Report…………………………..……………………..………………………………..12 2. 2024 Consolidated Financial Statements and Parent Company Only Financial Statements……………………………….……………….…………………………………..14 3. Audit Committee's Review Report…..….………………………………………………………..39 4. Shareholding of Directors..…..……..………………………………………………………………..41 5. Plan of Transferring the Repurchased Shares and Implementation Status Of Repurchasing Company's stock………………………………………….…………….……….42 6. Material Transactions with Related Parties in 2024……………………………....……..47 7. Comparison Table of Amended Articles of Articles of Incorporation……………..49 8. Comparison Table for Amendments to the Rules of the Procedures of Acquisition or Disposal of Assets…………………………………………………………………..51 9. Comparison Table for Amendments to the rule of the Procedures of Endorsement and Guarantee………………………………………………………………………..54. 10. List of the Candidate for Directors and Independent Directors……………………..55 11. Explanations of involvement of directors or their related persons in the Field of the Company's business……………………………………………………………………58 Chapter3.Regulations 1. Articles of Association(Before Amendment)…………………………………………..……..59 2. Rules of Procedures for Shareholders' Meetings………………………………...………..65 3. Methods of Election of Directors of the Board……………………………….……………..69

2

Walsin Technology Corporation Procedure and Agenda for 2025 Annual Shareholders' Meeting

  • I. Time: 9:30 a.m. on Tuesday, June 17, 2025

  • II. No. 3, Qingnian Rd., Yangmei Dist., Taoyuan City Taiwan (R.O.C.) (Meeting Room No.E68,China-Motor Training Center)

  • III. Method for convening the shareholders’ meeting: Physical shareholders’ meeting

  • IV. Meeting Agenda:

  • 1.Meeting called to order

  • 2.Chairperson in place

  • 3.Announcements

    • (1) 2024 Business Report

    • (2) Audit Committee's Audit Report

    • (3) The distribution report of compensation of the employees and directors for Year 2024.

    • (4) Other Matters.

  • Proposals, Discussions and Election

    • (1) Approval of 2024 Business Report and financial statements

    • (2) Approval of 2024 Earnings Distribution

    • (3) Discussion about the amendments to the Articles of Incorporation of the Company.

    • (4) Discussion about the amendments to the rule of the Procedures of Acquisition Disposal of Assets.

    • (5) Discussion on the amendments to the rule of the Procedures of Endorsement and Guarantee.

    • (6) Election of the Company's Directors of the 17[th] term.

    • (7) Discussion of the proposal for the release of new Directors' NonCompetition Obligations.

3

5. Extempore Motions or Other Matters

6. Adjournment

4

Announcements

  1. Business Report:

The Company's 2024 Business Report and Financial Statements

Please refer to Attachment 1 and 2 on #page12-38# of the Handbook.

  1. Audit Committee's Audit Report:

Please refer to Attachment 3 on #page39-40# of the Handbook.

  1. The distribution report of compensation of the employees and directors for Year 2024.

As approved by the Board of Directors of the Company, the compensation of employees and directors are NT$76,449,213 and NT$33,977,428 respectively for 2024, all of which are paid in cash.

  1. Other matters:

N (1) Report the Shareholding of Directors

  1. Please refer to Attachment 4 on #page41# of the Handbook for the shareholding of Directors.

  2. The shareholdings of all of the Company's directors have all met the requirement for the statutory shareholding ratio.
  • (2) Implementation status of repurchasing Company's stock: Please refer to Attachment 5 on #page42-46# of the Handbook for the implementation status of repurchasing Company's stock.

  • (3). Report on the material transactions between the Company and its related parties in 2024.Please refer to Attachment6 on #page47-48# of the Handbook.

  • (4) Report the Endorsement and Guarantee cases of WTC till Dec. 31,2024.

Unit: In Thousands of New Taiwan Dollars

Endorser/Guarantor Endorsee/Guarantee Outstanding
Endorsement/
Guarantee at
the End of the
Period

Limit on
Endorsement/
Guarantee
Given on
Behalf of Each
Party
Aggregate
Endorsement/
Guarantee
Limit
Remark
Walsin Technology
Corporation
Kamaya Electric Co.,
Ltd.
1,514,744 17,594,128 24,322,851 Note
Kamaya Electric(M)
SDN. BHD.
753,963 16,764,702
Total 2,268,707

Note: The maximum limit for each guaranteed company is limited to 100% of its net worth presented in the latest financial statements. The maximum limit for company’s actual holds more than two-thirds of the guaranteed company is limited to six

5

times of its (guaranteed company) net worth presented in the latest financial statements. Therefore, this period did not exceed the limit. The maximum endorsements/guarantees amount allowed for the Company is not equal or exceed 50% of its net worth presented in the latest financial statements.

(5) During the period from April 03, 2025 to April 14, 2025, none of the shareholders submitted any written proposal or nomination to the Company during the period of nomination according to Article 172-1 and Article 192-1 of Company Act.

6

Proposals, Discussions and Election

Proposal 1 Proposed by the Board of Directors

Subject: Ratification of the Company’s 2024 business report, parent company only financial statements and consolidated financial statements. Explanation:

  • a. The aforesaid business report and relevant financial statements have been resolved by the Board of Directors, Financial Statements have been audited by CPA Shih Chin-Chuan and Hong Kuo-Tyan of Deloitte & Touche Taiwan. All of them were submitted to the Audit Committee for audit, which then has audited the same.

  • b. Please refer to Attachment 1 of the handbook from page 12. Resolution:

7

Proposal 2 Proposed by the Board of Directors

Subject: Adoption of the Proposal for Appropriation of 2024 Earnings Explanation:

  • a. The proposal for 2024 appropriation of earnings was already resolved in the 16[th] Term 25[th] Board of Directors meeting convened and reviewed by the Audit Committee meeting.

  • b. The net profit after tax as of year 2024 of the Company is NT$ 2,982,506,877. After setting aside the legal reserve of NT$ 304,367,571 and adding the adjusted undistributed retained earnings is NT$ 28,135,744,163, the total distributable retained earnings is NT$ 30,813,883,469.

  • c. For the Proposal of earnings distribution, it is calculated based on 485,804,774 shares (including treasury stocks 1,000,000 shares) of the company had issued shares as of the book closure date of March 17, 2025. In the event of changes of the Company’s common shares, repurchase of treasury stocks or transfer treasury stocks to employees, etc., thereby affecting the number of outstanding shares and then causing the proposed cash distribution per share to change, it is proposed that the Chairman be authorized to adjust the same based on the number of actual shares outstanding on the ex-dividend base date.

  • d. The above distribution, it is proposed that the Chairman be authorized to determine the ex-dividend date and related matters of cash dividend distribution after resolution is made in this shareholders’ meeting. The distribution of the cash dividends shall be rounded down to the nearest New Taiwan Dollar. The aggregate of the remaining cash will be credited to Other Revenue by the Company.

  • e. The undistributed earnings of year 2024, the company operates for sustainable development and meet the requirements of capital expenditure, therefore, in the future, the Company is planning to use the undistributed earnings to construct or purchase buildings, software or hardware equipment or technology for use in production or operation as needed for its business, and the Company will report to the National Taxation Bureau for the deduction such investment amounts from the undistributed earnings tax base in accordance with Article 23-3 of the Statute of Industrial Innovation.

  • f. The proposed earnings distribution table is as below:

Walsin Technology Corporation

Statement of Earnings Distribution
Year 2024
Item
Total
Unit: NT$
Walsin Technology Corporation

Statement of Earnings Distribution
Year 2024
Item
Total
Unit: NT$
Unallocated earnings, beginning of year
Add: Adjustments on re-measurement on define
benefit plans recognized in retained earnings
Less: Adjustments on equity method investments
Add: Disposal of investments in equity instruments
at fair value through other comprehensive income
Adjusted unallocated earnings
Add: Net profit
Less: Legal reserve(10%)
28,074,575,333
22,802,651
(9,812,907)
48,179,086
28,135,744,163
2,982,506,877
(304,367,571)

8

Distributable earnings
Distribution Item:
Cash Dividends to shareholders
Unallocated earnings, end of year
30,813,883,469
(1,165,931,458)
NT$2.4/per share
29,647,952,011

Chairman: Chiao, Yu-Heng Manager: Tseng, Ming-Tsan Accounting Chief: Yeh, Tse-Kuang

Resolution:

Proposal 3 Proposed by the Board of Directors

Subject: The proposal of amendments to the to the Articles of Incorporation of the Company.

  • Explanation: Pursuant to Article 14, Paragraph 6 of the Securities and Exchange Act, a company shall stipulate in its articles of association that a certain percentage of its annual profit shall be used to adjust the salaries or distribute remuneration to grassroots employees. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance.

Please refer to Attachment 7 on #page49-50# of the Handbook for the comparison table.

Resolution:

Proposal 4 Proposed by the Board of Directors

  • Subject: The proposal of amendments to the rule of the Procedures of Acquisition Disposal of Assets.

  • Explanation: In accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and the actual operational needs of our company, we plan to revise some relevant provisions of our company's handling procedures. Please refer to Attachment 8 on #page51-53# of the Handbook for the comparison table.

Resolution:

Proposal 5 Proposed by the Board of Directors Subject: The proposal of amendments to the rule of the Procedures of Endorsement and Guarantee.

  • Explanation: In accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” and the actual operational needs of our company, we plan to revise some relevant provisions of our company's operating procedures. Please refer to Attachment 9 on #page54# of the Handbook for the comparison table.

9

Proposal 6 Proposed by the Board of Directors Subject: Election of the Company's Directors of 17[th] term. Explanation:

  • a. The 16[th] term of directors of the Company was elected on June 15, 2022, and the term of office is about to expire. It is proposed to submit to the 2025 Annual General Meeting of Shareholders for re-election.

  • b. This shall be handled in accordance with Article 18 of the Company's Articles of Association. The Company shall have seven to nine directors, with the number of seats to be determined by the Board of Directors. There shall be at least three independent directors among the board of directors.

  • It is proposed that the 17[th] board of directors will consist of seven directors (including three independent directors), who will take office immediately upon election and serve a term of three years.

  • c. The election of directors (including independent directors) of the Company adopts the candidate nomination system stipulated in Article 192-1 of the Company Act, and the shareholders shall select and appoint directors from the list of candidates for directors. The candidate list of directors (including independent directors)proposed by Board of Director Please refer to Attachment 10 on #page55-57# of the Handbook.

  • d. The new Directors should be appointed for a term of three years commencing on the date of election (i.e., 17 June 2025) and ending on 16 June 2028.

Election:

Proposal 7

Proposed by the Board of Directors

Subject: Release of the 17[th] term directors of the Company from non-compete restrictions set forth in Article 209 of the Company Act.

Explanation:

  • a.It is conducted in accordance with Paragraph 1, Article 209 of the Company Act, which provides that “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the shareholders meeting the essential contents of such an act and secure its approval.”

  • b. For the Company's newly-elected directors who serve as directors or managerial officers in companies operating the same/similar businesses as/to the Company, Please refer to Attachment 11 on #page58# of the Handbook.

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  • c. It is proposed that the shareholders' meeting approve the release of the newly-elected directors from non-compete restrictions on engaging in any business within the Company's business scope under Paragraph 1, Article 209 of the Company Act, as well as approve the abstention from exercise of the disgorgement rights against the directors mentioned above as of the date of serving as directors or managerial officers of other companies engaging in competing business.

Resolution:

Extempore Motions or Other Matters

Adjournment

11

[Attachment 1]

WALSIN TECHNOLOGY CORPORATION

Year 2024 Business Report

In retrospect, the global economic development situation in 2024, with countries emerging from the pandemic’s aftermath, economic growth has shown resilience and is gradually returning to normal. Economic activities are slowly recovering, and there are optimistic signs of an economic rebound. However, due to differences in national development directions and conditions, performance has been divergent. This is especially true given the ongoing geopolitical risks in regions such as Ukraine and the Middle East, as well as the escalation of the US-China trade conflict. These factors have contributed to surges in energy prices, which have directly and indirectly worsened inflation in various countries, making it difficult to be overly optimistic about future economic trends. The electronics industry, having gone through a global supply chain reorganization, is now benefiting from the rapid development of artificial intelligence (AI), which has sparked a wave of industrial innovation and automation demand. This could become a key engine for global economic growth.

The passive components industry, due to previous expansion efforts, is experiencing an oversupply in the market, with excess capacity that still needs to be absorbed. The overall economic environment remains relatively sluggish, with no clear recovery in sight. Industry developments show that restrained demand and China's export of surplus capacity have led to fierce price competition. Currently, traditional industries and the automotive sector are relatively weak, while the technology industry benefits from AI innovation, gradually driving the demand for components related to industry upgrades. This is slowly reshaping a favorable development environment for the passive components industry. In the future, as technology advances and market demand diversifies, the industry will continue to evolve, bringing new opportunities and challenges to businesses. In light of this, the company has been actively adjusting resource allocation in manufacturing, R&D, and marketing, seeking new business opportunities, and increasing market penetration in emerging markets such as automotive and AI applications, aiming to maintain a competitive edge in the upcoming wave of new applications.

The consolidated revenue of the company in Year 2024 increased by about 6% compared to Year 2023, mainly due to the overall economic recovery. Although product prices were still influenced by industry competition, the company's management team worked hard on a series of cost improvement measures, leading to a continued recovery in gross profit margin, all financial indicators showed positive improvements. As a result of the final annual settlement, the net profit after tax was NT$2.98 billion, and the earnings per share was NT$6.15.

Here is a summary of WALSIN’s 2024 simple income statement as follows:

(In Thousands of New Taiwan Dollars,Except Earnings Per Share)

Item 2024 2023 2024
Growth rate
STATEMENTS OF COMPREHENSIVE
INCOME
NET REVENUE
GROSS PROFIT
OPERATING PROFIT
INCOME BEFORE INCOME TAX
NET INCOME
EARNINGS PER SHARE
$16,493,208
1,471,494
553,717
3,287,316
2,982,507
6.15
$15,331,021
1,441,742
625,827
2,115,420
1,984,596
4.09
7.58%
2.06%
-11.52%
55.40%
50.28%
50.37%

12

CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
NET REVENUE
GROSS PROFIT
OPERATING PROFIT
INCOME BEFORE INCOME TAX
NET INCOME(Attributable to the
owner of the company)
EARNINGS PER SHARE
$34,755,041
6,480,616
2,182,197
4,963,729
2,982,507
6.15
$32,797,671
5,837,155
1,795,311
3,484,805
1,984,596
4.09
5.97%
11.02%
21.55%
42.44%
50.28%
50.37%

Chairman: Chiao Yu-Heng Manager: Tseng Ming-Tsan Accounting Chief: Yeh Tse-Kuang

13

[Attachment 2] INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Walsin Technology Corporation

Opinion

We have audited the accompanying consolidated financial statements of Walsin Technology Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, 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, material accounting policy information (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 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

14

December 31, 2024. 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.

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2024 is described as follows:

  • Revenue Recognition for Multi Layer Ceramic Capacitors (MLCC) Sales

Walsin Technology Corporation’s main revenue streams come from MLCC, chip resistors and radio frequency devices.

The proportion of revenue from MLCC sales was higher and the gross profit is significant to the net income. Therefore, we considered the recognition of revenue from sales of MLCC as a key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2024.

The audit procedures that we performed in response to the abovementioned key audit matter included understanding the design and implementation of key internal controls and selecting samples of revenue items to verify the occurrence of transactions.

Other Matter

We did not audit the consolidated financial statements of some subsidiaries and investments accounted for using the equity method included in the consolidated financial statements of the Group, but such financial statements were audited by other auditors. Our opinion, insofar as it relates to the amounts and the information disclosed for some subsidiaries and investments accounted for using the equity method, is based solely on the audit reports of other auditors. As of December 31, 2024 and 2023, the amounts of total assets of these subsidiaries (including investments accounted for using the equity method) were NT$13,929,723 thousand and NT$12,429,102 thousand, representing 14.03% and 13.16% of the consolidated total assets, respectively. For the years ended December 31, 2024 and 2023, the amounts of consolidated net operating revenue of these subsidiaries were NT$6,793,802 thousand and NT$6,117,766 thousand, representing 19.55% and 18.65% of the consolidated net operating revenue, respectively. The comprehensive income for the years ended December 31, 2024 and 2023 was NT$1,049,008 thousand and NT$760,924 thousand, representing 27.55% and 18.06% of the consolidated comprehensive income; and the share of income (loss) of associates accounted for using the equity method for the years ended December 31, 2024 and 2023 was NT$(20,882) thousand and NT$(9,890) thousand, representing (0.55%) and (0.23%) of the consolidated comprehensive income.

Other Matter - the Parent Company Only Financial Statements

We have also audited the parent company only financial statements of Walsin Technology Corporation as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion with “Other Matter” paragraph.

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

15

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 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 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.

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:

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

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

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

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  1. 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.

  2. 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.

  3. 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 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 consolidated financial statements for the year ended December 31, 2024 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 Chin-Chuan Shih and Kuo-Tyan Hong.

Deloitte & Touche Taipei, Taiwan Republic of China

February 20, 2025

17

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.

18

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 12)
Financial assets at amortized cost - current (Notes 4 and 8)
Notes receivable from unrelated parties (Notes 4 and 9)
Trade receivables from unrelated parties (Notes 4 and 9)
Trade receivables from related parties (Notes 4, 9 and 28)
Finance lease receivable (Note 4)
Other receivables from unrelated parties
Other receivables from related parties (Note 28)
Inventories (Notes 4 and 10)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 12)
Financial assets at amortized cost - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4 and 14)
Right-of-use assets (Notes 4 and 15)
Investment properties (Notes 4 and 16)
Intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 23)
Guarantee deposits paid (Note 29)
Finance lease receivables (Note 4)
Other non-current assets (Notes 4 and 20)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 18)
Financial liabilities at fair value through profit or loss (Notes 4 and 19)
Notes payable to unrelated parties
Trade payables to unrelated parties
Trade payables to related parties (Note 28)
Payables for equipment (Note 28)
Other payables (Note 28)
Current tax liabilities
Lease liabilities (Notes 4 and 15)
Current portion of bonds payable (Notes 4 and 19)
Current portion of long-term borrowings (Note 18)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - non-current (Notes 4 and 19)
Bonds payable (Notes 4 and 19)
Long-term borrowings (Notes 4 and 18)
Current tax liabilities (Notes 4 and 23)
Deferred tax liabilities (Notes 4 and 23)
Lease liabilities (Notes 4 and 15)
Long-term payables
Long-term deferred revenue (Note 4)
Net defined benefit liabilities (Notes 4 and 20)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 21)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Exchange differences on translation of the financial statements of foreign operations
Unrealized gain (loss) on financial assets at fair value through other comprehensive income
Treasury shares
Total equity attributable to owners of the Company
NON-CONTROLLING INTERESTS (Note 21)
Total equity
TOTAL
2024
Amount
%
$ 7,943,241
8
708,808
1
229,490
-
2,533,850
3
746,063
1
9,669,867
10
65,429
-
21,552
-
866,130
1
15,005
-
8,082,433
8

384,342

-
31,266,210

32
536,818
-
10,484,188
11
22,912,070
23
10,644,720
11
20,582,256
21
851,477
1
336,477
-
471,497
-
621,693
1
139,125
-
12,245
-

396,411

-
67,988,977

68
$ 99,255,187
100
$ 10,737,709
11
1,464
-
236,459
-
4,197,262
4
50,953
-
410,180
-
3,558,669
4
678,458
1
140,333
-
675,287
1
3,047,486
3

177,103

-
23,911,363

24
-
-
-
-
15,320,872
16
21,742
-
905,422
1
391,688
-
18,547
-
30,900
-
156,367
-

221,133

-
17,066,671

17
40,978,034

41
4,858,048
5
3,161,951
3
5,140,341
5
1,096,797
1
31,118,251
32
233,190
-
3,273,505
3

(236,380)

-
48,645,703
49

9,631,450

10
58,277,153

59
$ 99,255,187
100
2023












































Amount
%
$ 6,621,395
7
547,956
1
-
-
12,959,745
14
949,140
1
8,741,151
9
50,872
-
21,728
-
624,538
1
14,264
-
6,962,980
7

521,831

-
38,015,600

40
553,263
1
7,274,441
8
10,845,723
11
10,549,319
11
24,088,788
26
942,657
1
327,219
-
577,960
1
691,277
1
106,265
-
17,650
-

453,066

-
56,427,628

60
$ 94,443,228
100
$ 8,588,119
9
-
-
229,387
-
3,491,374
4
30,081
-
716,882
1
3,346,954
4
1,000,679
1
155,493
-
4,778,445
5
2,987,531
3

149,076

-
25,474,021

27
2,374
-
662,742
1
9,472,164
10
218,556
-
1,103,389
1
470,414
1
16,833
-
32,529
-
196,332
-

178,098

-
12,353,431

13
37,827,452

40
4,858,043
5
3,116,412
3
4,911,739
5
1,096,797
1
29,347,656
31
(1,678,514)
(2)
5,163,892
6

(236,380)

-
46,579,645
49
10,036,131

11
56,615,776

60
$ 94,443,228
100

(With Deloitte & Touche audits’ report dated February 20, 2025)

19

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 28 and 35)
COST OF SALES (Notes 10 and 28)
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Rental income
Dividend income
Other income
(Loss) gain on disposal of property, plant and
equipment
Gain on disposal of investments
Gain on financial assets at FVTPL
Other expenses
Foreign exchange gain, net
Interest expense
Share of profit of associates accounted for using
the equity method (Notes 4 and 13)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
INCOME TAX EXPENSE (Notes 4 and 23)
NET PROFIT FOR THE YEAR
2024
Amount
%
$ 34,755,041
100
28,274,425
81
6,480,616
19
1,693,193
5
1,577,390
5
1,027,836

3
4,298,419
13
2,182,197

6
1,355,550
4
59,331
-
175,969
1
80,054
-
(995)
-
400
-
121,857
-
(33,184)
-
1,007,644
3
(464,791)
(1)
479,697

1
2,781,532

8
4,963,729
14
(1,135,021)
(3)
3,828,708
11
2023


















Amount
%
$ 32,797,671
100
26,960,516
82
5,837,155
18
1,647,608
5
1,354,220
4
1,040,016

3
4,041,844
12
1,795,311

6
1,067,437
3
46,163
-
212,610
1
54,145
-
16,696
-
20,898
-
131,934
-
(73,924)
-
67,832
-
(392,495)
(1)
538,198

2
1,689,494

5
3,484,805
11
(826,883)
(3)
2,657,922

8
(Continued)

20

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized (loss) gain on investments in
equity instruments at fair value through
other comprehensive income
Share of the other comprehensive (loss)
income of associates accounted for using
the equity method
Income tax expense from remeasurement of
defined benefit plans
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of the
financial statements of foreign operations
Unrealized (loss) gain on investments in debt
instruments at fair value through other
comprehensive income
Share of the other comprehensive income
(loss) of associates accounted for using the
equity method
Other comprehensive (loss) income for the
year, net of income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
NET PROFIT ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests
2024
Amount
%
$ 29,815
-
(1,633,122)
(5)
(443,358)
(1)
(972)

-
(2,047,637)
(6)
1,687,975
5
(32,736)
-
370,853

1
2,026,092

6
(21,545)

-
$ 3,807,163
11
$ 2,982,507
9
846,201

2
$ 3,828,708
11
$ 3,074,806
9
732,357

2
$ 3,807,163
11
2023

























Amount
%
$ (31,244)
-
1,529,925
5
650,476
2
(1,833)

-
2,147,324

7
(479,523)
(2)
3,344
-
(115,783)

-
(591,962)
(2)
1,555,362

5
$ 4,213,284
13
$ 1,984,596
6
673,326

2
$ 2,657,922

8
$ 3,474,997
11
738,287

2
$ 4,213,284
13

(Continued)

21

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2024
Amount
%
EARNINGS PER SHARE (Notes 4 and 24)
Basic
$ 6.15
Diluted
$ 6.08
(With Deloitte & Touche audits’ report dated February 20, 2025)
2023
Amount
%
$ 4.09
$ 4.00
(Concluded)

22

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2023
Appropriation of the 2022 earnings (Note 21)
Legal reserve
Cash dividends distributed by the Company
Other changes in capital surplus (Note 21)
Change in capital surplus from associates accounted for using the equity
method
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023

Total comprehensive income for the year ended December 31, 2023

Non-controlling interests
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income (Note 21)

BALANCE, DECEMBER 31, 2023
Appropriation of the 2023 earnings (Note 21)
Legal reserve
Cash dividends distributed by the Company
Convertible bonds converted to ordinary shares
Other changes in capital surplus (Note 21)
Change in capital surplus from associates accounted for using the equity
method
The difference between consideration received or paid and the carrying
amount of the subsidiaries’ net assets during actual disposal or
acquisition (Note 25)
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024
Total comprehensive income (loss) for the year ended December 31, 2024
Non-controlling interests
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income (Note 21)

BALANCE, DECEMBER 31, 2024
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Total
Non-controlling
Interests
$ 44,280,924
$ 9,303,110

-
-
(1,165,930 )
-
5,253
-
(15,599 )
(6,976 )
1,984,596
673,326

1,490,401

64,961


3,474,997

738,287

-
1,710

-

-

46,579,645
10,036,131
-
-
(1,044,479 )
-
100
-
14,610
-
30,800
-
(9,779 )
-
2,982,507
846,201

92,299

(113,844)


3,074,806

732,357

-
(1,137,038 )

-

-

$ 48,645,703
$ 9,631,450
Total Equity
$ 53,584,034
-
(1,165,930 )
5,253
(22,575 )
2,657,922

1,555,362

4,213,284
1,710

-
56,615,776
-
(1,044,479 )
100
14,610
30,800
(9,779 )
3,828,708

(21,545)

3,807,163
(1,137,038 )

-
$ 58,277,153
ShareCapital
Share Capital
Capital Surplus
$ 4,858,043
$ 3,111,159

-
-
-
-
-
5,253
-
-
-
-

-

-


-

-

-
-

-

-

4,858,043
3,116,412
-
-
-
-
5
95
-
14,644
-
30,800
-
-
-
-

-

-


-

-

-
-

-

-

$ 4,858,048
$ 3,161,951
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 4,736,096
$ 1,096,797
$ 28,403,212

175,643
-
(175,643 )
-
-
(1,165,930 )
-
-
-
-
-
(15,599 )
-
-
1,984,596

-

-

(37,009)


-

-

1,947,587

-
-
-

-

-

354,029

4,911,739
1,096,797
29,347,656
228,602
-
(228,602 )
-
-
(1,044,479 )
-
-
-
-
-
(34 )
-
-
-
-
-
(9,779 )
-
-
2,982,507

-

-

22,803


-

-

3,005,310

-
-
-

-

-

48,179

$ 5,140,341
$ 1,096,797
$ 31,118,251
Other Equity
Exchange
Differences on
Translation of the
Unrealized Gain
(Loss) on
Financial Assets
Financial
at Fair Value
Statements of
Through Other
Foreign
Operations
Comprehensive
Income
Treasury Shares
$ (1,191,536 )
$ 3,503,533
$ (236,380 )

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(486,978)

2,014,388

-


(486,978)

2,014,388

-

-
-
-

-

(354,029)

-

(1,678,514 )
5,163,892
(236,380 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

1,911,704

(1,842,208)

-


1,911,704

(1,842,208)

-

-
-
-

-

(48,179)

-

$ 233,190
$ 3,273,505
$ (236,380)
Shares
(In Thousands)
485,804

-
-
-
-
-

-


-

-

-

485,804
-
-
1
-
-
-
-

-


-

-

-


485,805








(With Deloitte & Touche audits’ report dated February 20, 2025)

23

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Expected credit loss recognized on trade receivables
Depreciation expense
Amortization expense
Interest expense
Interest income

Dividend income
Share of profit of associates accounted for using the equity
method
Loss (gain) on disposal of property, plant and equipment
Net gain on financial assets at FVTPL
Gain on disposal of investments
(Reversal gain) Impairment loss recognized on property, plant
and equipments
Net (gain) loss on foreign currency exchange
Write-downs of inventories
Compensation cost of employee share options
Loss (gain) on modification of lease
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value
through profit or loss
Notes receivable from unrelated parties
Trade receivables from unrelated parties
Trade receivables from related parties
Other receivables from unrelated parties
Other receivables from related parties
Inventories

Other current assets
Other non-current assets
Notes payable to unrelated parties
Trade payables to unrelated parties
Trade payables to related parties
Other payables
Other current liabilities
Other non-current liabilities

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities
2024
$ 4,963,729

3,741
4,855,025
146,232
464,791
(1,355,550)

(175,969)
(479,697)
995
(121,857)
(400)
(41,343)
(585,410)
52,480
-
22
(56,798)
203,077
(831,385)
(14,557)
(193,561)
(741)
(1,171,933)
140,152
34,637
7,072
651,267
20,872
199,913
28,027
(17,668)

6,725,163
1,191,014
423,222
(414,908)
(1,783,431)

6,141,060
2023
$ 3,484,805
2,894
4,957,464
155,645
392,495
(1,067,437)
(212,610)
(538,198)
(16,696)
(131,934)
(20,898)
11,010
279,608
115,354
5,444
(265)
(344,049)
(81,527)
(252,294)
440
(62,945)
(294)
804,811
33,337
59,654
34,687
887,688
4,571
(86,130)
(15,887)
(41,849)
8,356,894
916,434
568,984
(321,063)
(1,027,532)
8,493,717
(Continued)
  • 24 -

WALSIN TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other
comprehensive income

Proceeds from financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost
Acquisition of investments accounted for using the equity
method
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
(Increase) decrease in guarantee deposits paid
Proceeds from capital reduction of investments accounted for
using equity method
Proceeds from intangible assets
Payments for intangible assets
Decrease in finance lease receivables
Increase in other non-current assets
Increase in prepayment for equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from issuance of bonds
Repayment of bonds payable

Increase (decrease) in long-term borrowings
Repayment of the principal portion of lease liabilities
Cash dividends

Increase (decrease) in guarantee deposits received
Changes in non-controlling interests

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR
2024
$ (5,036,614)

15,689
(718,203)

(1,257)
(1,238,374)

31,324
(32,860)
90,440
-
(11,967)
11,173
(39,160)
(30,427)

(6,960,236)

2,182,653
-
(4,798,900)
6,373,657

(166,132)
(1,044,462)

43,035
(1,067,531)

1,522,320

618,702

1,321,846

6,621,395
2023
$ (771,598)
738,205
(16,074,225)
(17,500)
(2,317,616)
202,624
6,916
-
14
(35,891)
10,742
-
(22,632)
(18,280,961)
1,510,898
758,169
-
(1,570,859)
(164,321)
(1,165,922)
(79,480)
(73,276)
(784,791)
(309,905)
(10,881,940)
17,503,335
  • 25 -

$ 7,943,241 $ 6,621,395

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR

(With Deloitte & Touche audits’ report dated February 20, 2025)

(Concluded)

  • 26 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Walsin Technology Corporation

Opinion

We have audited the accompanying parent company only financial statements of Walsin Technology Corporation (the “Company”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “ parent company only financial statements”).

In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Parent Company Only 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 parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 27 -

The key audit matter of the Company’s parent company only financial statements for the year ended December 31, 2024 is described as follows:

- Revenue Recognition for Multi layer Ceramic Capacitors (MLCC) Sales

The Company’s main revenue streams comes from MLCC, chip resistors and radio frequency devices.

The proportion of revenue from MLCC sales was higher and the gross profit is significant to the net income. Therefore, we considered the recognition of revenue from sales of MLCC as a key audit matter of the Company’s financial statements for the year ended December 31, 2024.

The audit procedures that we performed in response to the abovementioned key audit matter included understanding the design and implementation of key internal controls and selecting samples of revenue items to verify the occurrence of transactions.

Other Matter

We did not audit the financial statements of some subsidiaries and investments accounted for using the equity method included in the parent company only financial statements of the Company, but such financial statements were audited by other auditors. Our opinion, insofar as it relates to the amounts and the information disclosed for some subsidiaries and investments accounted for using the equity method, is based solely on the audit reports of other auditors. As of December 31, 2024 and 2023, the share of profit of investments in associates accounted for using the equity method was NT$3,033,591 thousand and NT$2,574,933 thousand, representing 3.97% and 3.58% of the total assets, respectively. The share of income of associates accounted for using the equity method for the years ended December 31, 2024 and 2023 was NT$339,488 thousand and NT$227,693 thousand, representing 11.04% and 6.55% of the comprehensive income, respectively.

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

Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only 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.

  • 28 -

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only 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:

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

  • 29 -

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 parent company only financial statements for the year ended December 31, 2024 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 Chin-Chuan Shih and Kuo-Tyan Hong.

Deloitte & Touche Taipei, Taiwan Republic of China February 20, 2025

Notice to Readers

The accompanying parent company only 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 parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying parent company only 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 parent company only financial statements shall prevail.

  • 30 -

WALSIN TECHNOLOGY CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable (Notes 4 and 10)
Trade receivables (Notes 4 and 10)
Trade receivables from related parties (Notes 4, 10 and 25)
Other receivables
Other receivables from related parties (Note 25)
Financial assets at amortized cost - current (Notes 4, 9 and 26)
Finance lease receivable - current (Note 4)
Inventories (Notes 4 and 11)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at amortized cost - non-current (Notes 4, 9 and 26)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4 and 13)
Right-of-use assets (Notes 4 and 14)
Investment properties (Notes 4 and 15)
Computer software (Note 4)
Deferred tax assets (Notes 4 and 21)
Guarantee deposits paid
Finance lease receivables - non-current (Note 4)
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 16)
Trade payables
Trade payables to related parties (Note 25)
Payables for equipment (Note 25)
Other payables (Note 25)
Lease liabilities - current (Notes 4 and 14)
Current tax liabilities (Notes 4 and 21)
Current portion of bonds payable (Note 17)
Current portion of long-term borrowings (Notes 4 and 16)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 4 and 16)
Current tax liabilities - non-current (Notes 4 and 21)
Deferred tax liabilities (Notes 4 and 21)
Lease liabilities - non-current (Notes 4 and 14)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY (Notes 4 and 19)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Exchange differences on translation of the financial statements of foreign operations
Unrealized gain (loss) on financial assets at fair value through other comprehensive income
Treasury shares
Total equity
TOTAL
2024
Amount
%
$ 996,940
1
240,300
-
9,409
-
1,186,473
2
2,460,087
3
194,972
-
413,088
1
162,439
-
15,671
-
1,776,867
3

70,778

-

7,527,024
10
7,372,631
10
50,000
-
6,968,039
9
43,545,739
57
10,344,001
14
217,075
-
4,452
-
33,284
-
193,000
-
46,159
-
22,534
-

90,377

-
68,887,291
90
$ 76,414,315
100
$ 8,340,000
11
1,309,758
2
1,350,156
2
212,409
-
1,611,273
2
47,319
-
329,538
-
-
-
2,010,917
3

37,014

-
15,248,384
20
12,149,417
16
21,742
-
106,964
-
196,514
-
41,988
-

3,603

-
12,520,228
16
27,768,612
36
4,858,048
6
3,161,951
4
5,140,341
7
1,096,797
1
31,118,251
41
233,190
1
3,273,505
4

(236,380)

-
48,645,703
64
$ 76,414,315
100
2023




































Amount
%
$ 403,873
1
146,530
-
7,170
-
1,035,131
1
1,838,239
3
203,005
-
606,745
1
4,708,292
7
16,012
-
1,555,853
2

102,833

-
10,623,683
15
5,110,704
7
25,000
-
2,898,838
4
39,810,947
55
12,835,657
18
240,610
-
4,452
-
45,994
-
243,000
1
27,646
-
35,876
-

90,377

-
61,369,101
85
$ 71,992,784
100
$ 6,942,979
10
1,149,353
1
1,225,727
2
513,350
1
1,477,754
2
54,767
-
742,884
1
4,778,445
7
1,750,833
2

31,311

-
18,667,403
26
6,200,333
9
218,556
-
45,964
-
219,084
-
58,345
-

3,454

-

6,745,736

9
25,413,139
35
4,858,043
7
3,116,412
4
4,911,739
7
1,096,797
1
29,347,656
41
(1,678,514)
(2)
5,163,892
7

(236,380)

-
46,579,645
65
$ 71,992,784
100

(With Deloitte & Touche audits’ report dated February 20, 2025)

  • 31 -

WALSIN TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4 and 25)
COST OF SALES (Notes 11 and 25)
GROSS PROFIT
(UNREALIZED) REALIZED GAIN ON
TRANSACTIONS WITH SUBSIDIARIES
REALIZED GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Rental income
Dividend income (Note 25)
Other income (Note 25)
Gain on disposal of investments
Gain on financial assets at FVTPL
Other expenses
Gain (loss) on disposal of property, plant and
equipment (Note 25)
Foreign exchange gain (loss), net
Interest expense
Share of profit of subsidiaries and associates
accounted for using the equity method (Notes
4 and 12)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
2024
Amount
%
$ 16,493,208
100
14,991,627
91
1,501,581
9
(30,087)

-
1,471,494

9
294,490
2
349,219
2
274,068

2
917,777

6
553,717

3
427,310
3
17,719
-
124,019
1
30,252
-
-
-
104,508
1
(4,993)
-
1,075
-
569,102
3
(365,135)
(2)
1,829,742
11
2,733,599
17
3,287,316
20
2023
















Amount
%
$ 15,331,021
100
13,777,117
90
1,553,904
10
(112,162)
(1)
1,441,742

9
280,434
2
245,097
1
290,384

2
815,915

5
625,827

4
380,948
3
17,719
-
161,094
1
13,021
-
6,703
-
67,407
-
(20,600)
-
(9,261)
-
(14,266)
-
(297,896)
(2)
1,184,724

8
1,489,593
10
2,115,420
14
  • 32 -
INCOME TAX EXPENSE (Notes 4 and 21)

NET PROFIT FOR THE YEAR
(304,809)
(2)

2,982,507
18
(130,824)
(1)
1,984,596
13
(Continued)
  • 33 -

WALSIN TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive loss of
subsidiaries and associates accounted for
using the equity method
Items that may be reclassified subsequently to
profit or loss:
Share of the other comprehensive income of
subsidiaries and associates accounted for
using the equity method
Other comprehensive income for the year,
net
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
EARNINGS PER SHARE (Notes 4 and 22)
Basic
Diluted
2024
Amount
%
$ 22,803
-
(1,240,018)
(7)
(602,190)
(4)
1,911,704
12
92,299

1
$ 3,074,806
19
$ 6.15
$ 6.08
2023







Amount
%
$ (37,009)
-
1,241,401
8
772,987
5
(486,978)
(3)
1,490,401
10
$ 3,474,997
23
$ 4.09
$ 4.00


(With Deloitte & Touche audits’ report dated February 20, 2025)

(Concluded)

  • 34 -

WALSIN TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2023
Appropriation of the 2022 earnings (Note 19)
Legal reserve
Cash dividends distributed by the Company
Other changes in capital surplus (Note 19)
Change in capital surplus from associates accounted for using the equity
method
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023
Total comprehensive income for the year ended December 31, 2023
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
BALANCE, DECEMBER 31, 2023
Appropriation of the 2023 earnings (Note 19)
Legal reserve
Cash dividends distributed by the Company
Convertible bonds converted to ordinary shares
Other changes in capital surplus (Note 19)
Change in capital surplus from associates accounted for using the equity
method
The difference between consideration received or paid and the carrying
amount of subsidiaries’ net assets during actual disposal or acquisition
Changes in percentage of ownership interests in subsidiaries
Net profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024
Total comprehensive income (loss) for the year ended December 31, 2024
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
BALANCE, DECEMBER 31, 2024
ShareCapital
Shares
(In Thousands)
Share Capital
Capital Surplus
485,804
$ 4,858,043
$ 3,111,159
-
-
-
-
-
-
-
-
5,253
-
-
-
-
-
-

-

-

-

-

-

-

-

-

-

485,804

4,858,043

3,116,412
-
-
-
-
-
-
1
5
95
-
-
14,644
-
-
30,800
-
-
-
-
-
-


-

-

-


-

-

-

-

-

-

485,805
$ 4,858,048
$ 3,161,951

Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 4,736,096
$ 1,096,797
$ 28,403,212
175,643
-
(175,643 )
-
-
(1,165,930 )
-
-
-
-
-
(15,599 )
-
-
1,984,596

-

-

(37,009)

-

-

1,947,587

-

-

354,029

4,911,739

1,096,797

29,347,656
228,602
-
(228,602 )
-
-
(1,044,479 )
-
-
-
-
-
(34 )
-
-
-
-
-
(9,779 )
-
-
2,982,507

-

-

22,803

-

-

3,005,310

-

-

48,179
$ 5,140,341
$ 1,096,797
$ 31,118,251
Other Equity
Unrealized Gain
Exchange Differences
(Loss) on Financial
Assets at Fair
on Translation of
Value Through
the Financial
Other
Statements of Foreign
Operations
Comprehensive
Income
Treasury Shares
$ (1,191,536 )
$ 3,503,533
$ (236,380 )

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(486,978)

2,014,388

-


(486,978)

2,014,388

-


-

(354,029)

-


(1,678,514)

5,163,892

(236,380)

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

1,911,704

(1,842,208)

-


1,911,704

(1,842,208)

-


-

(48,179)

-

$ 233,190
$ 3,273,505
$ (236,380)
Total Equity
$ 44,280,924
-
(1,165,930 )
5,253
(15,599 )
1,984,596

1,490,401

3,474,997

-

46,579,645
-
(1,044,479 )
100
14,610
30,800
(9,779 )
2,982,507

92,299

3,074,806

-
$ 48,645,703
Shares
(In Thousands)
485,804

-
-
-
-
-

-


-


-


485,804

-
-
1
-
-
-
-


-



-


-


485,805








(With Deloitte & Touche audits’ report dated February 20, 2025)

  • 35 -

WALSIN TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense

Amortization expense
Expected credit loss recognized on trade receivables
Net gain on financial assets at FVTPL
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries and associates accounted for
using the equity method

(Gain) loss on disposal of property, plant and equipment
Gain on disposal of investments
(Reversal gain) Impairment loss recognized on property, plant
and equipment and investment property
Write-downs of inventories
Unrealized gross profit on the transactions with associates
Realized gain on transactions with associates
Net (gain) loss on foreign currency exchange
Changes in operating assets and liabilities
Notes receivable from unrelated parties
Trade receivables from unrelated parties
Trade receivables from related parties
Other receivables from unrelated parties
Other receivables from related parties
Inventories
Other current assets
Trade payables to unrelated parties
Trade payables to related parties
Other payables
Other current liabilities
Other non-current liabilities

Cash generated from operations

Interest received
Dividend received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
2024
$ 3,287,316

2,878,586

35,859
1,000
(104,508)
365,135
(427,310)
(124,019)
(1,829,742)

(1,075)
-
(41,344)
38,812
30,087
(1,552)
(234,224)
(2,239)
(94,074)
(564,119)
(29,916)
193,657
(259,826)
36,405
109,051
109,416
121,895
5,703
(3,986)

3,494,988

465,042
518,740
(330,949)
(803,969)

3,343,852
2023
$ 2,115,420
2,919,447
40,764
-
(67,407)
297,896
(380,948)
(161,094)
(1,184,724)
9,261
(6,703)
17,651
40,176
112,162
(1,816)
306,621
(2,084)
30,065
93,657
(16,053)
(30,690)
141,903
48,925
623,076
(226,034)
(161,353)
(12,472)
(7,955)
4,537,691
255,376
600,230
(230,058)
(231,323)
4,931,916
  • 36 -

Purchase of financial assets at fair value through other comprehensive income

(3,501,945) (268,743) (Continued)

  • 37 -

WALSIN TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Proceeds from financial assets at fair value through other
comprehensive income

Proceeds from (purchase of) financial assets at amortized cost
Purchase of financial assets at fair value through profit or loss
Proceeds from financial assets at fair value through profit or loss
Acquisition of long-term equity investment for using the equity
method

Proceeds from long-term equity investment for using the equity
method
Proceeds from capital return of investments accounted for using
the equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in guarantee deposits paid
Payments for intangible assets
Decrease in receivables from related parties for advances or
borrowings
Decrease in finance lease receivables

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Repayments of bonds payable

Increase (decrease) in long-term borrowings

Increase in guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends

Net cash generated from (used in) financing activities

NET INCREASE (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
2024
$ -

656,867

(212,940)
198,678
(1,091,391)
32,757
85,905
(629,740)

3,014
(18,513)
-
-
15,461

(4,461,847)

1,400,511
(4,798,900)
6,209,168
149
(55,404)
(1,044,462)

1,711,062

593,067

403,873

$ 996,940
2023
$ 407,229
(7,141,453)
(25,000)
168,149
(642,762)
-
-
(1,128,671)
15,895
3,644
(15,708)
279,058
15,126
(8,333,236)
709,100
-
(356,834)
95
(58,495)
(1,165,922)
(872,056)
(4,273,376)
4,677,249
$ 403,873

(With Deloitte & Touche audits’ report dated February 20, 2025)

(Concluded)

  • 38 -

[Attachment 3]

Audit Committee’s Review Report

To: The 2025 Annual General Shareholders’ Meeting of Walsin Technology Corporation

The Board of Directors has prepared the Company’s 2024 Business Report and Financial Statements. The Financial Statements had been audited by Deloitte & Touche Certified Public Accountants, Chin-Chuan Shih and Kuo-Tyan Hong and has issued an audit report.

The Business Report and Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee members of Walsin Technology Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Walsin Technology Corporation Chairman of the Audit Committee:Fan Po-Kang

February 20, 2025

39

Audit Committee’s Review Report

To: The 2025 Annual General Shareholders’ Meeting of Walsin Technology Corporation

The Board of Directors has prepared the Company’s proposal for distribution of the 2024 earnings. The proposal has been reviewed and determined to be correct and accurate by the Audit Committee members of Walsin Technology Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Walsin Technology Corporation Chairman of the Audit Committee:Fan Po-Kang

March 28, 2025

40

[Attachment 4]

Walsin Technology Corporation

Shareholding of Directors

Apr.19, 2025

Apr.19, 2025
Name Name Shareholding (shares) Ratio to all shares
outstanding (%)
Chairman of the
Board
Chiao Yu-Heng 12,887,461 2.65%
Director Walsin Lihwa corporation
Representative: Chiao Yu-Cheng
88,902,325 18.30%
Director Yeh Pei-Chen 0 0
Director Director:Oliver Co., Ltd.
representative: Ku Li-Chin
2,178,000 0.45%
Independent
Director
Tan Yong Chian 358 0
Independent
Director
Fan Po-Kang 0 0
Independent
Director
NG Chlen Chun 0 0
Number of Shares Held byAll Directors 103,968,144 21.4%

Note: As of the book closure date(2025.04.19) for the 2025 Annual Shareholders' Meeting, the Company had issued 485,804,774 shares (including treasury stocks 1,000,000 shares ) of common stock.

41

[Attachment 5]

16[th] Plan (the 2nd time of Year 2021) of Transferring the Repurchased Shares to the Employees

Revised on May 03, 2022

  • Article 1. For the purpose of encouraging our employees and creating cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by Financial Supervisory Commission R.O.C., establishes the Plan of Transferring the Repurchased Shares to the Employees (the “Plan”). Except as otherwise provided in relevant laws or regulations, all share repurchased and transferred to the employees of the Company shall be implemented in compliance with the Plan.

  • Article 2 Type of shares to be transferred, and content of and the restrictions on the rights

  • The shares to be transferred to the employees are common shares. Except as otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other common shares of the Company.

  • Article 3 Transfer period

In accordance with the provisions herein, transfer the repurchased shares to employees in one time or several times within 5 years from the date of share-repurchase.

  • Article 4 Transferee’s eligibility

The transferees of this method are based on the principle that the full-time employees of the company and the full-time employees of the company's domestic and overseas subsidiaries who took up the job before the stock subscription date. In addition, the employee’s subscription ratio and number of shares are determined based on their job title, salary, years of service, performance, and their contribution to the company, and take into account the total number of shares purchased by the company at the base date of subscription and the number of shares subscribed by a single employee. And factors such as the upper limit of the number of shares subscribed by a single employee are principles.

The qualifications of the transferee in the preceding paragraph and the number of shares that can be subscribed will be in accordance with the relevant laws and regulations at the time of the transfer, and in consideration of the company's operational needs and business development strategies and guidelines. The human resources department will draw up a proposal in accordance with the preceding principles to meet the rules of Compensation Committee Organization. Managers with standardized organizational procedures of the Compensation Committee shall submit them to the Compensation Committee for review and approval by the board of directors, non-managers are reviewed by the Audit Committee and approved by the Board of Directors.

The domestic and overseas subsidiaries mentioned in Paragraph 1 refer to the subsidiaries in which the company directly or indirectly holds more than 50% of the voting shares of the same invested company.

Article 5 The procedure of the Plan

(1)In accordance with the resolution of the Board, the Company shall make the announcements,filings and repurchase the shares of the Company within the execution period.

(2)Regarding the employee’s stock subscription base date, the criteria for the number

42

of shares to be subscribed, the subscription payment period, the content of rights and other operational matters, the human resources department of the company shall make a proposal except for the qualifications of the transferee and the number of shares to be subscribed in accordance with Article 4, the remainder shall be approved by the board of directors.

(3)If the employee fails to subscribe and make the payment at the expiration of the payment period, it shall be handled in accordance with the provisions of the preceding paragraph. (4)Count the actual number of shares being paid for subscription and process the registration of the transfer of shares. Article 6 The agreed transfer price per share For the repurchase shares being transferred to the employees, the transfer price is the actual average repurchase price of the repurchased shares . However, before the transfer, if there is an increase or decrease in the company's issued ordinary shares, the transfer price may be adjusted within the range of the increase or decrease ratio of the issued shares.

Transfer price adjustment formula: The adjusted conversion price = the average price actually repurchased x (the total number of ordinary shares at the time the company's repurchased shares are executed ÷ the total number of ordinary shares before the company transfers the repurchased shares to employees) Article 7 Rights and obligations of shares after transfer After the repurchased shares have been transferred and registered under employees’ names on the Company's Shareholders' Rosters, unless otherwise specified, the rights and obligations associated with the shares are the same as the other common shares Article 8. Other related rights and obligations of the Company and employee For the shares transferred according to the Plan, the taxes and fees incurred shall be handled in accordance with the laws and regulations at the time of the transfer and the company's related operations. Article 9. These measures will become effective after the resolution of the board of directors. In the future, if there are changes due to changes in laws or regulations or changes approved by the competent authority or changes based on the objective environment, they may be reported to the board of directors for revision. Article 10. The enactment and any amendment of the Plan shall be reported to the shareholders’ meeting. Article 11. These measures were established on March 25, 2021, and were first revised on May 3, 2022.

43

17[th] Plan(the third time of Year 2021) of Transferring the Repurchased Shares to the Employees

Revised on May 03, 2022 Article 1. For the purpose of encouraging our employees and creating cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies issued by Financial Supervisory Commission R.O.C., establishes the Plan of Transferring the Repurchased Shares to the Employees (the “Plan”). Except as otherwise provided in relevant laws or regulations, all share repurchased and transferred to the employees of the Company shall be implemented in compliance with the Plan. Article 2 Type of shares to be transferred, and content of and the restrictions on the rights The shares to be transferred to the employees are common shares. Except as otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other common shares of the Company. Article 3 Transfer period In accordance with the provisions herein, transfer the repurchased shares to employees in one time or several times within 5 years from the date of share-repurchase. Article 4 Transferee’s eligibility The transferees of this method are based on the principle that the full-time employees of the company and the full-time employees of the company's domestic and overseas subsidiaries who took up the job before the stock subscription date. In addition, the employee’s subscription ratio and number of shares are determined based on their job title, salary, years of service, performance, and their contribution to the company, and take into account the total number of shares purchased by the company at the base date of subscription and the number of shares subscribed by a single employee. And factors such as the upper limit of the number of shares subscribed by a single employee are principles. The qualifications of the transferee in the preceding paragraph and the number of shares that can be subscribed will be in accordance with the relevant laws and regulations at the time of the transfer, and in consideration of the company's operational needs and business development strategies and guidelines. The human resources department will draw up a proposal in accordance with the preceding principles to meet the rules of Compensation Committee Organization. Managers with standardized organizational procedures of the Compensation Committee shall submit them to the Compensation Committee for review and approval by the board of directors, non-managers are reviewed by the Audit Committee and approved by the Board of Directors. The domestic and overseas subsidiaries mentioned in Paragraph 1 refer to the subsidiaries in which the company directly or indirectly holds more than 50% of the voting shares of the same invested company.

Article 5 The procedure of the Plan

(1)In accordance with the resolution of the Board, the Company shall make the announcements,filings and repurchase the shares of the Company within the execution period.

(2)Regarding the employee’s stock subscription base date, the criteria for the number

44

of shares to be subscribed, the subscription payment period, the content of rights and other operational matters, the human resources department of the company shall make a proposal, except for the qualifications of the transferee and the number of shares to be subscribed in accordance with Article 4, the remainder shall be approved by the board of directors.

  • (3)If the employee fails to subscribe and make the payment at the expiration of the payment period, it shall be deemed as a waiver of his/her subscription right. The balance of the under-subscription shall be handled in accordance with the provisions of the preceding paragraph.

  • (4)Count the actual number of shares being paid for subscription and process the registration of the transfer of shares.

Article 6 The agreed transfer price per share

  • For the repurchase shares being transferred to the employees, the transfer price is the actual average repurchase price of the repurchased shares . However, before the transfer, if there is an increase or decrease in the company's issued ordinary shares, the transfer price may be adjusted within the range of the increase or decrease ratio of the issued shares.

Transfer price adjustment formula:

The adjusted conversion price = the average price actually repurchased x (the total number of ordinary shares at the time the company's repurchased shares are executed ÷ the total number of ordinary shares before the company transfers the repurchased shares to employees)

  • Article 7 Rights and obligations of shares after transfer

After the repurchased shares have been transferred and registered under employees’ names on the Company's Shareholders' Rosters, unless otherwise specified, the rights and obligations associated with the shares are the same as the other common shares Article 8. Other related rights and obligations of the Company and employee For the shares transferred according to the Plan, the taxes and fees incurred shall be handled in accordance with the laws and regulations at the time of the transfer and the company's related operations.

  • Article 9. These measures will become effective after the resolution of the board of directors. In the future, if there are changes due to changes in laws or regulations or changes approved by the competent authority or changes based on the objective environment, they may be reported to the board of directors for revision.

  • Article 10. The enactment and any amendment of the Plan shall be reported to the shareholders’ meeting.

  • Article 11. These measures were established on May 03, 2021, and were first revised on May 3, 2022.

45

Walsin Technology Corporation Implementation Status of Repurchasing Company's Stock

Date:2025/04/30

Date:2025/04/30
Number of Times 16th(the 2nd time of Year 2021) 17th(the third time of Year 2021)
Board of Directors
Resolution date:
Mar. 25, 2021
The 16thmeeting of the 15thBoard
of Directors
May 03, 2021
The 17thmeeting of the 15thBoard
of Directors
Purpose of
Repurchase
Shares Transferred to Employees Shares Transferred to Employees
Expected number of
shares
bought back
Common stock 600,000 shares Common stock 400,000 shares
Repurchase price
range
NT$240 to NT$252 per share NT$230 to NT$252 per share
Autual Repurchase
Period
Mar.26, 2021 to Apr. 01, 2021 May 04, 2021 to June 15, 2021
Actual number of
shares
bought back
Common stock 600,000 shares Common stock 400,000 shares
Autual total amount
of shares bought back
NT$151,104,443 NT$85,275,824
Average repurchase
price per share
NT$251.84 NT$213.19
Number of shares
transferred to
employees
Not yet transferred Not yet transferred
Note none none

46

[Attachment 6]

Walsin Technology Corporation

Material Transactions with Related Parties in 2024

The Company's material transactions with its related parties for the purchase or sale of goods, professional services or technical services, as well as for the acquisition or disposal of real estate or its right-of-use assets, or for the acquisition or disposal of assets other than real estate or its right-ofuse assets, with the transaction amount reaching or exceeding 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million, are listed as follows:

Date of Board Approval:2024/06/20

Date of Board Approval:2024/06/20
Item and Nature of the Subject Matter Shares of Walsin Electronics(S)Pte. Ltd.
Actual Transaction Amount US$20,678,912.43
Counterparty Walsin Electronics(S)Pte. Ltd.
Relationship between the Counterparty
and the Company
The counterparty is a wholly-owned
subsidiaryof the Company
Original Acquisition Date and Price, the
Original Counterparty, and its
Relationship with the Company and
Related Parties Thereof
Origianl Date of Acquisition: N/A
Original Price: N/A
Original Counterparty: N/A
The Original Counterparty’s
Relationship with the Company and
Related Parties Thereof: N/A
Purpose, Necessity and Anticipated
Benefit of the Acquisition or Disposal of
Assets
Long-term capital investment
Reason for Choosing the Related Party
as a Counterparty
Capital injection
Valuation Report/CPA’S Opinion N/A
Transaction Restrictions and Other
Important Provisions
None

Date of Board Approval:2024/08/01

Date of Board Approval:2024/08/01
Name and Nature of the Subject Matter Lease subject matter (plant&office)
located at No.566-1, Gaoshi Road,
Gaoshanli, Yangmei District, Taoyuan
City
Actual Transaction Amount NT$12,908 thousand
Counterparty PROSPERITY DIELECTRICS CO.,LTD.
Relationship between the Counterparty
and the Company
The counterparty is a 43.13%-owned
subsidiaryof the company.
Original Acquisition Date and Price, the
Original Counterparty, and its
Relationship with the Company and
Related Parties Thereof
Origianl Date of Acquisition: N/A
Original Price: N/A
Original Counterparty: N/A
The Original Counterparty’s
Relationship with the Company and
Related Parties Thereof: N/A
Purpose, Necessity and Anticipated
Benefit of the Acquisition or Disposal of
Assets
For use as office and plant.
Reason for Choosingthe Related Party Renew theplant lease contract.

47

as a Counterparty
Valuation Report/CPA’S Opinion N/A
Transaction Restrictions and Other
Important Provisions
Transaction Restrictions: Should be
used legally and not allow for sublease.
Other Important Provisions:
Termination of the lease contract
should be notified by 6 months ago in
advance.
Date of Board Approval:2024/12/03
Name and Nature of the Subject Matter 1. Lease underlying asset(region A1&A2
office) located on 24F of No.1, Songzhi
Road, Xinyi District, Taipei City
2. Five basementparkingspaces
Actual Transaction Amount 1. NT$26,615 thousand
2. NT$1,752 thousand
Counterparty Walsin Lihwa Corporation
Relationship between the Counterparty
and the Company
The trading counterparty holds 18.3%
equityof the company.
Original Acquisition Date and Price, the
Original Counterparty, and its
Relationship with the Company and
Related Parties Thereof
Origianl Date of Acquisition: N/A
Original Price: N/A
Original Counterparty: N/A
The Original Counterparty’s
Relationship with the Company and
Related Parties Thereof: N/A
Purpose, Necessity and Anticipated
Benefit of the Acquisition or Disposal of
Assets
For use as headquarters office.
Reason for Choosing the Related Party
as a Counterparty
Renew the office lease contract.
Valuation Report/CPA’S Opinion N/A
Transaction Restrictions and Other
Important Provisions
Transaction Restrictions: Should be
used legally and not allow for sublease.
(But sublease to related companies is
allowed)
Other Important Provisions: The house
number of the leasing object is the
registered address of the company

48

[Attachment 7]

Walsin Technology Corporation
Comparison Table of Amended Articles of Articles of Incorporation
Walsin Technology Corporation
Comparison Table of Amended Articles of Articles of Incorporation
Rule No. Before Amendment After Amendment Explanation
31 If the company makes a profit
during the fiscal year, it shall
allocate 2% to 10% as employee
compensation, which shall be
distributed in stocks or cash. The
board of directors shall be
approved by more than two-thirds
of the directors present and more
than half of the present directors.
The resolution is implemented and
reported to the shareholders
meeting. Employees include
employees of affiliated companies
who meet certain conditions. The
company is able to increase the
amount of profit, and the board of
directors resolves to allocate no
more than 2% as directors'
remuneration.
However, when the company still
has accumulated losses, it shall
reserve the compensation amount
in advance, and then allocate
employee compensation and
director compensation in
proportion to the preceding
paragraph.
If the company makes a profit
during the fiscal year, it shall
allocate 2% to 10% as employee
compensation(not less than 50%
of the employee remuneration
amount shall be allocated to
grassroots employees),which
shall be distributed in stocks or
cash. The board of directors shall
be approved by more than
two-thirds of the directors
present and more than half of the
present directors. The resolution
is implemented and reported to
the shareholders meeting.
Employees include employees of
affiliated companies who meet
certain conditions. The company
is able to increase the amount of
profit, and the board of directors
resolves to allocate no more than
2% as directors' remuneration.
However, when the company still
has accumulated losses, it shall
reserve the compensation
amount in advance, and then
allocate employee compensation,
grassroots employee
remunerationand director
compensation in proportion to
the preceding paragraph.
Amended in
accordance with
Article 14,
Paragraph 6 of
the Securities
and Exchange
Act
34 The Articles of Association was
established on July 6, 1970, The
1st amendment was made on May.
28, 1971…………The 44th
amendment was made on Jun. 15,
2022. Effective after the resolution
of the shareholders meeting, the


The Articles of Association was
established on July 6, 1970, The
1st amendment was made on
May. 28, 1971…………The 44th
amendment was made on Jun. 15,
2022.The 45th amendment was
made on Jun. 17, 2025.Effective

Add the date of
revision.

49

amendment is also the same. after the resolution of the
shareholders meeting, the
amendment is also the same.

50

[Attachment 8]

Walsin Technology Corporation
Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets
Walsin Technology Corporation
Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets
Walsin Technology Corporation
Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets
Walsin Technology Corporation
Comparison Table of Amended Articles of Procedures for Acquisition and Disposal of Assets
Rule No. Before Amendment After Amendment Explanation
V: Disposition (1) Acquisition or disposal of
assets
(omission)
1. If the transaction amount
reaches the following standards, it
shall be approved by the board of
directors:
(1) Each transaction is worth
NT$~~300~~million or more.
(2) The cumulative amount of
transactions with the same
counterparty for the acquisition
or disposal of the same nature
exceeds NT$~~300~~million within
one year.
(3) The cumulative acquisition or
disposal (acquisition and disposal
respectively cumulative) of real
estate or its use right assets under
the same development plan is
NT$~~300~~million or more within
one year.
(4) The cumulative amount of the
same securities acquired or
disposed of (acquisitions and
disposals are cumulative) in one
year is NT$~~300~~million or more.
~~(5) The transaction amount of the~~


(1) Acquisition or disposal of
assets
(omission)
1. If the transaction amount
reaches the following standards, it
shall be approved by the board of
directors:
(1) Each transaction is worth
NT$600million or more.
(2) The cumulative amount of
transactions with the same
counterparty for the acquisition
or disposal of the same nature
exceeds NT$600million within
one year.
(3) The cumulative acquisition or
disposal (acquisition and disposal
respectively cumulative) of real
estate or its use right assets under
the same development plan is
NT$600million or more within
one year.
(4) The cumulative amount of the
same securities acquired or
disposed of (acquisitions and
disposals are cumulative) in one
year is NT$600million or more.
The purchase and sale of
domestic government bondsor
foreign government bonds with a
credit rating not lower than the
sovereign rating of the Republic of



Revised
according to the
actual
operational
needs of the
company.
Procedures

~~acquisition or disposal of~~
~~equipment or the right to use~~
~~assets for business use from~~
~~non-related parties, or the~~
~~acquisition of real estate by~~
~~self-construction, leased~~
~~construction, joint construction~~
~~and subdivision joint construction~~


my country,bonds with a call or
sell-back condition, and the
subscription or buy-back of
money market funds issued by
domestic securities investment
trust enterprises may be
exempted from reporting to the
~~,~~
~~and profit sharing, or joint~~
~~construction and subsale where~~
~~the transaction counterparty is~~

51

~~not a related party, and the~~
~~estimated transaction amount er~~

board of directors.
~~p~~
~~transaction or cumulative~~
~~transaction amount is NT$500~~
~~million or more.~~
The purchase and sale of
government bonds, bonds with
call or sell-back conditions, and
the subscription or buy-back of
money market funds issued by
domestic securities investment
trust enterprises may be
exempted from reporting to the
board of directors.
VII. Precautions (IV) The limits on the amount of
real estate and its right-to-use
assets or securities that the
Company and its subsidiaries may
purchase that are not for business
purposes are as follows:
(1) The total amount of real estate
and right-to-use assets not used
for business purposes in the
Company’s consolidated financial
statements shall not exceed 100%
of the net value of the most
recent financial statements.
(2) The total amount of
marketable securities in the
consolidated financial statements
of the Company shall not exceed
~~100%~~of the net value of the most
recent financial statements; the
limit on individual marketable
securities shall not exceed~~50%~~of
the net value of the most recent
financial statements.
(3) The amount of investment by
a subsidiary of the Company in
purchasing real estate and its
right-to-use assets or securities
not used for business purposes
shall be limited to the proportions
set forth in items (1) to (2) above



(IV) The limits on the amount of
real estate and its right-to-use
assets or securities that the
Company and its subsidiaries may
purchase that are not for business
purposes are as follows:
(1) The total amount of real estate
and right-to-use assets not used
for business purposes in the
Company’s consolidated financial
statements shall not exceed 100%
of the net value of the most
recent financial statements.
(2) The total amount of
marketable securities in the
consolidated financial statements
of the Company shall not exceed
200%of the net value of the most
recent financial statements; the
limit on individual marketable
securities shall not exceed100%
of the net value of the most
recent financial statements.
(3) The amount of investment by
a subsidiary of the Company in
purchasing real estate and its
right-to-use assets or securities
not used for business purposes
shall be limited to the proportions
set forth in items (1) to (2) above


52

==> picture [80 x 52] intentionally omitted <==

in the most recent consolidated
financial statements of each such
subsidiary.
in the most recent consolidated
financial statements of each such
subsidiary.

53

[Attachment 9]

[Attachment 9] [Attachment 9] [Attachment 9] [Attachment 9]
Walsin Technology Corporation
Comparison Table for Amendments to the rule of the Procedures of Endorsement and Guarantee
Rule No. Before Amendment After Amendment Explanation
4.2
Endorsement
guarantee
approval
authority:
4.2 Endorsement and guarantee
review authority: 4.2.2 Within the
limits of 4.1.2 or 4.1.3 of these
Rules, if the company's
endorsement and guarantee limit
for a single guaranteed company is
NT$100 million (or equivalent
foreign currency) or less (inclusive)
and the period is within one year,
the chairman of the board may
make the decision when necessary
and the matter may be ratified by
the board of directors afterwards.
Any amount or period exceeding
this amount must be submitted to
the board of directors for review
and approval.~~Both of the above~~
~~items must report the handling~~
~~status and related matters to the~~
~~shareholders' meeting for record.~~

4.2 Endorsement and guarantee
review authority: 4.2.2 Within the
limits of 4.1.2 or 4.1.3 of these
Rules, if the company's
endorsement and guarantee limit
for a single guaranteed company
is NT$100 million (or equivalent
foreign currency) or less
(inclusive) and the period is within
one year, the chairman of the
board may make the decision
when necessary and the matter
may be ratified by the board of
directors afterwards. Any amount
or period exceeding this amount
must be submitted to the board
of directors for review and
approval.

Revised in
accordance with
Regulations
Governing
Loaning of
Funds and
Making of
Endorsements/
Guarantees by
Public
Companies and
the Company's
actual
operational
needs.

54

[Attachment 10]

Walsin Technology Corporation Candidate List of the Company’s Directors and Independent Directors

Serial
No.

Type of
Nominee
Name of
Nominee
Gender
Education
Experience Current position Shares held as
of the book
closure date for
the meeting of
shareholders
(Unit: Shares)
1 Director Chiao Yu-Heng Male Golden Gate
University MBA
Vice Chairman , Walsin Lihwa
Corp
Chairman and CEO:
HannStar Board Corp, Global Brands
Manufacture Ltd., Walton Advanced
Engineering, Inc,
Chairman:INFO-TEK Corp., Prosperity
Dielectrics Co., Silitech Technology Corp
Director:
Walsin Lihwa Corp., Nitsuko Electronics
Corp., Kamaya Electric Co., Ltd.
Vice Chairman and Chief Strategy Officer
:Career Technology (MFG.) Co., Ltd.
Corporation's Representative as director:
Inpaq Technology Co., Ltd.
12,887,461
2 Director Representative of
Walsin Lihwa
Corporation:
Chiao Yu-Cheng
Male University of
Washington
Masters of
Electrical
Engineer and
Business
Administration
Chairman, Nuvoton
Technology Corp.
Chairman, Walsin Lihwa
Corp.
Chairman and CEO:
Winbond Electronics Corp.
Director:
Winbond Electronics Corporation
America、Walsin Lihwa Corp.
Nuvoton Technology Corp. Walsin
Technology Corp, Chin-Cherng
Construction Co. United Industrial Gases
88,902,325
  • 55 -
Serial
No.

Type of
Nominee
Name of
Nominee
Gender Education Experience Current position Shares held as
of the book
closure date for
the meeting of
shareholders
(Unit: Shares)
Co., Ltd, Song Yong Investment 、Taiwan
Cement Corp.Corporation, Peaceful
RiverCorp.Winbond International Corp.
3 Director Yeh Pei-Chen Male Minghsin
University of
Science and
Technology

Engineer of Industrial
Technology Research
Institute
Corporation's Representative as
Chairman -Giga-Byte Technology Co.,
Ltd,
Corporation's Representative as
Chairman: Giga Computing Technology
Co., Ltd、, Giga Investment
Corporation's Representative as director:
BYTE International Co., Ltd, G-STYLE Ltd.,
Shun On Electronic Co., Limited, Spirox
Corporation etc. Amida Technology Inc
Director: Albatron TechnologyCo.,LTD.
0
4 Director Representative of
Oliver Co., Ltd.:Ku
Li- Chin
Male Chung Yuan
Christian
University
President of Walsin
Technology Corporation
Corporation's Representative as director
and vice chairman: Walsin Technology
Corporation
2,178,000
5 Independent
Director

Fan Po-Kang
Male Department of
Accounting,
University of
California
Senior Administrator of Bank
of Communications Co.,
Ltd(Now is Mega
International Commercial
Bank, Ltd)
Manager of Walsin Lihwa
Corporation
Independent director of
Independent director:Walsin Technology
Corporation
0
  • 56 -
Serial
No.

Type of
Nominee
Name of
Nominee
Gender
Education
Experience Current position Shares held as
of the book
closure date for
the meeting of
shareholders
(Unit: Shares)
Prosperity Dielectrics Co.,
Ltd.
Chairman of Chaintech
TechnologyCorporation
6 Independent
Director

NG Chlen Chun
Female Department of
Accounting,
University of
Washington
Accenture Solutions Sdn
Bhd, Kuala Lumpur,
Malaysia-Financial and
operations management
Independent director Walsin Technology
Corp. ,
0
7 Independent
Director

Chang Ker-Hsin
Female J. F. Oberlin
University
Director OfTaiwan Farm
Industry Co., Ltd.
Director:Taiwan Farm Industry Co., Ltd.
Vice Chairman: Xuyu Biotech Co., Ltd
0

Reasons for Nominating for Three Consecutive Terms as Independent Director:

Independent Director Fan Po-Kang has sufficient professional knowledge and specializes in financial and accounting. He has many years of deep understanding of the Company. He continues to be nominated as an independent director candidate to leverage his expertise to provide professional advice and supervision to the Board of Directors.

  • 57 -

[Attachment 11]

Walsin Technology Corporation

Explanations of involvement of directors or their related persons in the field of the Company's business

Name Positions in Other Companies Positions in Other Companies
Chiao Yu-Heng
.
HannStar Board Corp. Chairman and CEO(Chief Executive
Officer)
Walton Advanced Engineering,
Inc.
Chairman and CEO(Chief Executive
Officer)
Silitech Technology Corp. Chairman
Prosperity Dielectrics Co., Ltd Chairman
INFO-TEK Corporation Chairman
Nitsuko Electronics Corporation Director
Career Technology (MFG.) Co.,
Ltd.
Vice Chairman and CSO(Chief
StrategyOfficer)
Inpaq Technology Co., Ltd. Corporation's Representative as
director
Walsin Liwha Corporation Walton Advanced Engineering,
Inc.
Director
Winbond Electronics Corporation Director
Hannstar Display Corp. Director
Kuang Tai Metal Industrial Co Director
Walsin Info-Electric Inc Director
Min Maw Precision Industry
Corp.
Director
Representative of Walsin
Lihwa Corporation-
Chiao Yu-Cheng
Winbond Electronics Corporation Chairman and CEO(Chief Executive
Officer)
Nuvoton Technology
Corporation
Director
Winbond Electronics Corporation
America

Director
Yeh Pei-Chen Giga-Byte Technology Co., Ltd Corporation's Representative as
Chairman
Byte International Co., Ltd Corporation's Representative as
director
G-Style Ltd Corporation's Representative as
director
Shun On Electronic Co., Limited Corporation's Representative as
director
Spirox Corporation Corporation's Representative as
director
Amida Technology Inc Corporation's Representative as
director
Albatron Technology Co., Ltd Director

58

[Regulation 1]

Articles of Association of Walsin Technology Corporation

Amended and approved by the annual shareholders' meeting on Jun. 15, 2022

Chapter I General Principles

  • Article 1. The Company is organized in accordance with the Company Act and named as Walsin Technology Corporation.

Article 2. The following is the business scope of the company:

  • a. Manufacturing, processing, and selling of semiconductor components.

  • b. Manufacturing, processing, and selling of diode & photodiode products.

  • c. Manufacturing, processing, and selling of semiconductor & photodiode materials.

  • d. Providing semiconductor engineering, design, and technical services.

  • e. Authorized reseller and distributor of electronic and photodiode products from domestic/international manufacturers.

  • f. Manufacturing, processing, and selling of precision ceramics powder metallurgy.

  • g. Manufacturing , processing , and selling of chip resistor, capacitor, and inductor.

  • h. Manufacturing, processing, and selling of nickel hydrogen battery and lithium ion battery (rechargeable battery).

  • i. Operating import/export trade and distribution businesses (authorized businesses excluded).

  • j. CC01080 Electronic Parts and Components Manufacturing

  • k. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing

  • l. F119010 Wholesale of Electronic Materials.

  • m. F219010 Retail Sale of Electronic Materials.

  • n. ZZ99999 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 endorsements/guarantees to external parties for business needs.

  • Article 2-2. The total amount of the Company’s investments in other companies is not subject to the restriction of 40% of the Company’s paid-up capital.

  • Article 3. The Company set up its headquarters in Taipei City. When necessary, it may set up branch offices or factories domestically or abroad with a resolution by the Board of Directors.

  • Article 4. The company's announcement is handled in accordance with the regulations of the securities authority.

Chapter II Shares

  • Article 5. The total capital of the company is set at NT$8 billion, divided into 800 million shares, and each share is NT$10 par value. Authorize the board of directors to issue it in installments

59

In the event that the company's shares can be repurchased by the company in accordance with the law, the board of directors shall be authorized to do so in accordance with the law.

If the company intends to transfer the repurchased shares to employees at a price lower than the average price of the actual repurchased shares, it shall be approved by the general meeting of shareholders representing more than half of the total issued shares and more than two-thirds of the voting rights of the present shareholders.

  • Article 6. The Company may be exempted from printing share certificates if such shares have been registered with a securities depository enterprise.

  • Article 7. (Deleted)

  • Article 8. Shares which are transferred, lost or destroyed shall be handled in accordance with the Company Act and the relevant regulatory requirements.

  • Article 9. (Deleted)

  • Article 10. (Deleted)

  • Article 11. If the stocks are exchanged or reissued, the company may charge the cost of production.

Chapter III Shareholders’ Meetings

  • Article 12. The shareholders' meetings of the Company are classified into two types. The general shareholders' meetings shall be annually convened by the Board within 6 months from the end of each fiscal year in accordance with the relevant laws and regulations. The special shareholders’ meetings shall be convened in accordance with the relevant laws and regulations, whenever is necessary.

  • Article13. The convening of regular and special meetings of shareholders shall be governed by the Company Act and the meeting proceedings shall be governed by the Company’s rules and procedures governing Shareholders’ meetings.

  • When the company's shareholders' meeting is held, it may be held by video conference or other methods announced by the central competent authority.

  • Article 14. If a shareholder is unable to attend the shareholders' meeting in person, shareholders may appoint proxies to attend Shareholders’ meetings pursuant to the Company Act and the “Rules Governing the Use of Proxies for Attendance at Shareholders’ meetings of PublicCompanies” promulgated by the competent authority by submitting proxy form printed and distributed by the Company and specifying the scope of authority therein.

  • Article 15. Unless otherwise provided for by law, the voting right of the Company’s shareholders is based on one-share-one-vote.

  • Article 16. Unless otherwise regulated by law, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.

  • Article17. The resolutions of the shareholders’ meeting shall be prepared in the minutes, recording the time and date of the meeting, the venue, the name of the chairman, the number of shares present, the number of voting rights and the resolutions, and the minutes shall be distributed to each shareholder within 20 days after the chairman’s signature or seal , The dissemination of the proceedings of the preceding paragraph can be done by public announcement.

Chapter IV Board of Directors and the Audit Committee

  • Article18. The Company shall have 7 to 9 directors including, at least, 3 independent directors. The Board of Director is authorized to determine the number of directors. Directors shall be

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elected by adopting candidates nomination system as specified in Article 192-1 of the Company Act; the shareholder may elect the directors among the list of candidates. The nomination of directors and related announcement or other relevant matters shall comply with the relevant laws and regulations of Company Act, Securities and Exchange Act, and etc.

The election of directors shall be in accordance with the election of directors of the Company. Unless otherwise stipulated in the decree, independent directors and non-independent directors shall be elected at one time, and their names shall be calculated separately. The term of office is three years.

Regardless of the company's earnings, the company is entitled to a fixed remuneration, and the number of authorized directors shall, in accordance with the recommendations of the Remuneration Commission, have regard to the degree of participation of the company and the value of the salary, and shall, in the light of domestic and foreign standards to decided.All directors shall hold no less than the number of shares specified by the competent authorities in accordance with the law.

In compliance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an audit committee in replacement of the supervisors, which shall consist of all independent directors. The audit committee or the members of the audit committee shall be responsible for the responsibilities of supervisors specified under the Company Act, the Security and Exchange Act and other relevant regulations. The duties, rules of meeting, and other matters shall be in accordance with the relevant rules of the competent securities authority.

Within the Directors' terms of office, the Company may purchase liability insurance for the Directors' liability which shall be taken within the scope of their business according to laws, with reference to the standard of the industry domestic or abroad.

Article18-1. More than half of the directors of the company shall not have following relations:

  • a. Spouse relationship

  • b. Relatives within the second class.

Article19. When the vacancy of directors reaches one-third, the board of directors shall convene a by-election at an extraordinary meeting of shareholders within 60 days and its term of office shall be limited to the duration of the original term of office.

  • Article 20. The directors organize the board of directors and elect one of the chairman from each other in accordance with the law. Unless otherwise provided by laws and regulations, the chairman of the board of directors is the chairman of the shareholders meeting and the board of directors internally, and represents the company externally. The directors may also elect a vice chairman from each other.

  • Article 21. Unless otherwise stipulated by the Company Law, the board of directors must have more than half of the directors present, and its resolutions shall be implemented with the consent of more than half of the directors present.

  • Article22. When the chairman asks for leave or is unable to exercise his powers for some reason, if the vice chairman has been appointed, the vice chairman shall act as his agent. If the vice chairman also asks for leave or cannot exercise his powers for some reason, the chairman shall designate a director to act as his representative. If an agent is not designated, the directors shall elect one person to act as an agent.

Article 23. The rights of the board of directors are as follows:

  1. Review of important company rules.

  2. Review of company business policy.

  3. Preparation of company budget and final accounts.

  4. The drafting of the company's surplus distribution or loss recovery plan.

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  1. The drafting of the company's capital increase or decrease is plan.

  2. According to the law,the appointment and removal of important company personnel who are required by the board of directors.

  3. Review of the company's business report.

  4. The company's important property and real estate purchase and disposal plan.

  5. Other powers granted by laws, regulations, and shareholders’ meetings.

Article 24. (Deleted)

Article 25. (Deleted)

  • Article 26. Board Meetings shall be convened by the Chairman. The reasons for convening a Board meeting shall be notified to each Director at least 7 days in advance. However, in the event of an emergency, the meeting may be convened at any time. The meeting of the notice may be delivered in written, fax, or electronic form. Unless otherwise provided by the Company Act. A Director may authorize another Director as his/her proxy in attending a Board meeting. However, one proxy can only represent one other Director during a meeting.

Chapter V Managers

  • Article 27. The company has a president and several vice presidents. The management team takes the resolution of the board of directors to comprehensively manage all the company's business. The appointment, dismissal and remuneration are carried out by the resolution of the board of directors.

  • The powers of the manager of the company are stipulated by the appointment contract.

Article 28. (Deleted)

Article 29. The company may hire several consultants after the resolution of the board of directors.

Chapter VI Accounting

  • Article 30. At the end of the fiscal year of the company, the board of directors shall compile the following lists and send them to the audit committee for review 30 days before the shareholders meeting, and submit them to the shareholders meeting for approval, but the audit committee may entrust an accountant on behalf of the company to verify it when handling the previous business.

  • Business report.

  • Financial statements.

  • Proposal for surplus distribution or loss recovery.

  • Article31. If the company makes a profit during the fiscal year, it shall allocate 2% to 10% as employee compensation, which shall be distributed in stocks or cash. The board of directors shall be approved by more than two-thirds of the directors present and more than half of the present directors. The resolution is implemented and reported to the shareholders meeting. Employees include employees of affiliated companies who meet certain conditions. The company is able to increase the amount of profit, and the board of directors resolves to allocate no more than 2% as directors' remuneration.

  • However, when the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee compensation and director compensation in proportion to the preceding paragraph. When the company’s fiscal year’s final accounts have current surpluses, in addition to the legal provisions for income tax and making up previous years’ losses, 10% of the

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statutory surplus reserve should be raised first, but this is not the case when the statutory surplus reserve has reached the total capital of the company . After the special surplus reserve is allocated or converted in accordance with the laws or regulations of the competent authority, the special surplus reserve may be set aside according to the business needs of the company. If there is a balance and the accumulated undistributed surplus, the board of directors shall draft a surplus distribution proposal. The shareholders' meeting shall be submitted to a resolution to distribute shareholder dividends.

  • Article31-1. In addition to the distribution of the company’s earnings in accordance with the provisions of Article 31 of the company’s articles of association, the principle that the proportion of stock dividends shall not exceed 50% of the shareholders’ dividends distributed in the current year, and the rest shall be paid in cash dividends ; However, when the company obtains sufficient funds to meet the annual funding needs, the above-mentioned cash distribution ratio may be increased to 100% at discretion. As listed in the preceding paragraph, the company may decide the most appropriate dividend policy and payment method based on the actual operating conditions of the current year and the capital budget plan for the next year.

Chapter VII Supplementary Provisions

  • Article32. The company's organizational rules and rules for handling matters are separately formulated.

  • Article33. Any matters not specified in the Articles of Association shall be handled in accordance with the Company Act. relevant regulations.

  • Article34. The Articles of Association was established on July 6, 1970, The 1st amendment was made on May. 28, 1971. The 2nd amendment was made on Oct. 26, 1971. The 3rd amendment was made on Dec. 15, 1972. The 4th amendment was made on Nov. 21, 1973. The 5th amendment was made on Jul. 20, 1974. The 6th amendment was made on Jul. 10, 1975. The 7th amendment was made on Apr. 20, 1977. The 8th amendment was made on Apr. 21, 1977. The 9th amendment was made on Jun. 20, 1978. The 10th amendment was made on Jun. 18, 1979. The 11th amendment was made on Sep. 11, 1979. The 12th amendment was made on Sep. 24, 1980. The 13th amendment was made on Aug. 16, 1989. The 14th amendment was made on May. 2, 1990. The 15th amendment was made on Mar. 28, 1991. The 16th amendment was made on May. 21, 1992. The 17th amendment was made on Jul. 17, 1992. The 18th amendment was made on Aug. 18, 1993. The 19th amendment was made on Jun. 4, 1994. The 20th amendment was made on Apr. 21, 1995. The 21th amendment was made on Sep. 26, 1995. The 22th amendment was made on May. 2, 1997. The 23th amendment was made on Jun. 8, 1998.

  • The 24th amendment was made on Jun. 24, 1999. The 25th amendment was made on Oct. 29, 1999. The 26th amendment was made on Jun. 26, 2000. The 27th amendment was made on May. 29, 2001. The 28th amendment was made on Jun. 12, 2002. The 29th amendment was made on Jun. 20, 2003. The 30th amendment was made on Apr. 30, 2004. The 31th amendment was made on Apr. 30, 2004. The 32th amendment was made on Jun. 23, 2005. The 33th amendment was made on Jun. 23, 2006. The 34th amendment was made on May. 30, 2007. The 35th amendment was made on Jun. 19, 2008. The 36th amendment was made on Jun. 19, 2009. The 37th amendment was made on Jun. 25, 2010. The 38th amendment was made on Jun. 13, 2011. The 39th amendment was made on Jun. 18, 2013. The 40th amendment was made on Jun. 23, 2014. The 41th amendment was made on Jun. 22, 2016. The 42th amendment was

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made on Jun. 28, 2018(Among them, Article 18 has been effective since the Year 2019, and the rest shall take effect after the resolution of the shareholders meeting). The 43th amendment was made on Jun. 19, 2019. The 44th amendment was made on Jun. 15, 2022.Effective after the resolution of the shareholders meeting, the amendment is also the same.

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[Regulation 2]

Walsin Technology Corporation Rules of Procedures for Shareholders' Meetings

Amended and approved by the annual shareholders' meeting on Jun. 15, 2022

  1. The rules of procedures for this Corporation's shareholders meetings(including physical shareholders meeting and video shareholder meeting) should be handled in accordance with these rules. Matters not stipulated in these rules should be handled in accordance with relevant laws and regulations and the company's articles of association.

  2. Whenever the Rules refer to shareholders, they include the shareholders as well as any representative attending as their proxy.

  3. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board according to the company Act 208. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the chairman shall appoint one of the directors to act as chair, or, where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. If the shareholders' meeting is convened by a convener other than the board of directors, the chairman shall be the convener. If there are two or more conveners, one of the other conveners shall be elected.

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

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

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

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

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

This Corporation, 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. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

The number of shares attending is calculated based on the sign-in card handed in by the shareholders at the time of sign-in plus the written or electronic shareholding of the voting rights. Attending shareholders (or proxies) are requested to wear attendance cards and hand

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in the sign-in card to sign in on their behalf. If the sign-in card is handed over to the company, it shall be deemed that the shareholder or agent on the sign-in card is present in person, and the company is not liable Responsibility identified.

  1. The chairman shall call the meeting to order at the appointed meeting time and announce the relevant information such as the number of non-voting rights and the number of shares present.

  2. However, when the attending shareholders do not represent a half 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 one hour, may be made.

  3. If the agenda of the shareholders meeting is convened by the board of directors, it shall be set by the board of directors; if it is convened by a person other than the board of directors who has the right to convene, it shall be set by the convener, and relevant proposals (including temporary motions and amendments to the original proposal) shall be adopted voted on one by one. For the resolution of the proposal, the meeting shall be conducted according to the scheduled agenda. The meeting shall not be changed unless it is resolved by the shareholders meeting. The scheduled agenda shall not be declared adjourned unless the meeting is resolved by the shareholders meeting.

When the chairman of the shareholders meeting announces the adjournment of the meeting in violation of the rules of procedure, The shareholders are able to elect one person as the chairman with a majority of the voting rights of the shareholders present and continue the meeting.

  • 5-1 Appointment or dismissal of directors, change of articles of association, capital reduction, application for suspension of public offerings, directors’ competition license, capital increase from surplus, capital increase from public reserves, company dissolution, merger, division, or the first paragraph of Article 185 of the Company Law. The main content of the matter should be listed and explained in the reason for the convening, and it cannot be proposed by a temporary motion; the main content can be placed on the website designated by the securities authority or the company, and its website should be included in the notice.

  • If the reason for convening the shareholders' meeting has stated that the directors shall be fully re-elected with the appointment date stated. after the re-election of the shareholders' meeting is completed, the same meeting shall not change the appointment date by ad hoc motion or other means.

Shareholders holding more than 1% of the total number of issued shares can submit a proposal of shareholders' meeting to the Company in writing. The proposal, acceptance, review, etc. are handled in accordance with the Company Act and relevant laws and regulations.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the proposing shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals in the agenda. The shareholders of the proposal shall attend the shareholders' meeting in person or entrust others to participate in the discussion of the proposal.

  1. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

  2. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Shareholders do not

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ask whether the agent is aware of the content of the power of attorney or other methods, and the statement or vote made by the agent shall prevail.

  1. The explanation of the proposal is limited to five minutes, and each person is limited to three minutes for discussion of questions and answers. However, with the permission of the chairman, it may be extended once, and the limit is still three minutes.

  2. 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.

  3. When discussing a proposal, the chairman may declare the end of the discussion within an appropriate period. If necessary, he may also declare the suspension of the discussion. The chairman shall put the vote to the end. In addition, the chair shall arrange an adequate amount of time for voting.

  4. When a legal person is entrusted to attend the shareholders' meeting, the legal person can only appoint one representative to attend; when a legal person shareholder appoints two or more representatives to attend the shareholders' meeting, only one person may be allowed to speak the same proposal.

  5. If the shareholder's speech is overtime or beyond the agenda, the chairman may stop his speech.

  6. When the shareholders give the speech, other shareholders shall not interfere with the speech except with the consent of the chairman and the speaking shareholder, and the chairman shall stop the offender.

  7. After the shareholders have spoken, the chairman may personally or designate relevant personnel to reply.

  8. Unless otherwise stipulated in the Company Law and Articles of Association, the voting of the proposal shall be carried out with the approval of a majority of the voting rights of the shareholders present.

  9. The counting of votes for shareholders' meetings or election proposals shall be done in a public place at the shareholders' meeting, and after the counting of votes is completed, the voting results shall be announced on the spot, including statistical weights, and recorded.

  10. The voting rights of shareholders are calculated based on the voting rights of their representatives. When the company convenes a shareholder meeting, it shall adopt electronic means and may adopt a written method to exercise its voting rights; when it exercises its voting rights in writing or electronic means, its exercise method shall be stated in the notice of the shareholders meeting. Shareholders who exercise voting rights in writing or electronically are deemed to have attended the shareholders meeting in person. However, the provisional motion and the amendment to the original proposal of the shareholders meeting shall be deemed as abstention.

  11. Shareholders shall exercise their voting rights in writing or electronically in accordance with the provisions of the Company Law and the "Guidelines for the Handling of Share Affairs of Companies Offering Public Shares".

  12. When there are amendments or alternatives to the same proposal that do not coexist with the original proposal, the chairman shall determine the order of voting together with the original proposal. If one of the proposals has been passed by the statutory or the number of voting rights specified in the articles of association, the others cannot coexist. The motion is deemed to be vetoed and needless to be a vote.

  13. When there’s a directors election in the shareholders’ meeting, it shall be conducted in accordance with the relevant election rules set by the company, and shall announce the results of the election on the spot, including the list of elected directors and the number of election rights and the list of directors who are not elected and the number of election rights obtained.

  14. The chair may put the meeting in recess at appropriate times.

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  1. During a shareholders’ meeting, in the event of an air raid alarm or other act of force majeure, the chair shall immediately declare the meeting ceased, and order all present to take appropriate proactive measures to evacuate, then when the cause for the cessation of the meeting ends, the chair may determine whether to resume the meeting.

  2. These Rules shall take effect after approval by the shareholder meeting and the same procedure shall apply when they are amended.

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[Regulation 3]

Methods of Election of Directors of the Board Walsin Technology Corporation

Approved by shareholders’ meeting on Jun. 19, 2019

  • Article 1 Unless otherwise provided in relevant laws, regulations or Articles of Incorporation, the directors and of the board of Walsin Technology Corporation (the Company) shall be elected in accordance.

  • Article 2 The Company's directors shall be elected by means of open, cumulative voting. Each share is entitled to voting rights equivalent to the number of directors to be elected, and the number of votes may be used to elect one candidate or be allocated among several candidates, and the candidates receiving more votes shall be elected as directors. Voters' names are represented by their shareholder attendance card numbers printed on the ballots.

  • The election of the Company shall adopt the candidate nomination system provided for in Article 192-1 of the Company Act. The ways of accepting nominations and announcement shall be conducted in accordance with the Company Act, the Securities and Exchange Act and other relevant laws and regulations.

  • The election of independent directors and non-independent directors shall be held together, and the number of independent directors and non-independent directors elected shall be calculated separately. The selection and appointment of independent directors shall be handled in accordance with the " Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies " and relevant laws and regulations.

  • Article 3 According to the number of directors of the company stipulated in the company's articles of association, those with more voting rights will be elected in sequence. If two or more persons receive the same number of votes and result in the total number of persons elected exceeding the prescribed seats, they shall draw lots to decide who will serve. The chairman shall draw lots on the absentee’s behalf.

  • Article 3-1: The elected directors of the company shall have more than half of the seats, and shall not have one of the following relationships:

    1. Spouse.

    2. under second-degrees relatives.

  • Article 3-2: If the elected director of the company does not meet the provisions of Article 3-1 of these regulations, the votes obtained by the directors represent those with lower voting rights, and their election will be invalid.

  • Article 3-3:(deleted)

  • Article 4 At the election, the chairperson may appoint several persons from among

  • the shareholders present to monitor the voting procedure, and may appoint others for ballot counting and

  • Article 5 Ballots shall be prepared by the board of directors of the Company and bear shareholder attendance card numbers and the number of voting rights.

  • Article 6 Voters shall fill in the candidate column with candidate name(s), shareholder number(s), or ID card number(s) or uniform business number(s).

  • Article 7 Ballots shall be deemed void under any of the following conditions:

  • Ballots are not prepared by the method;

  • Ballots are not completed in accordance with Article 6 ;

  • The handwriting is blurry and indecipherable;

  • The name of the electee filled in is inconsistent with the name of the shareholder account number or ID card number or the name commended by the unified number, or

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the nominee is not nominated in accordance with Article 18 of the company's articles of association;

  1. In addition to the name and shareholder account number of the electee, write other words;

  2. The number of candidates filled in the ballot exceeds the number of seats to be elected ;

  3. Ballots are not completed in accordance with Article 6 ;

  4. Article 8 The ballots should be calculated immediately after the votes are casted and under the supervision of persons designated by the chairperson to monitor the voting procedure. The results of the election should be announced by the chairperson or any person appointed by chairperson at the meeting.

Article 9 The Company shall issue notifications to the directors-elect.

  • Article 10 Matters not stipulated in these measures shall be handled in accordance with the provisions of the Company Act and relevant laws and regulations.

  • Article 11 The adoption of the Methods and any amendment to the Methods shall be approved at the Company’s shareholders’ meeting.

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