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WUS AGM Information 2024

Jun 20, 2024

52004_rns_2024-06-20_c0106153-5d49-4e39-a463-af2a56ead25a.pdf

AGM Information

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STOCK CODE : 2316

==> picture [78 x 78] intentionally omitted <==

WUS PRINTED CIRCUIT CO., LTD.

2024 Annual Meeting of Shareholders Meeting Handbook

Date : 9:00 a.m., Tuesday, June 18, 2024

PLACE : No. 600-7, Jiachang Rd., Nanzi Dist., Kaohsiung City

( This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this translation, the Chinese version shall prevail.)

Table of Contents

Meeting Procedure ····························································· 1
Meeting Agenda··································································· 2
Report Items ······································································ 3
Matters for Ratification ························································· 3~4
Extempore Motions ······························································ 4
Appendices:
1. Business Report ····························································· 5~6
2. Audit Committee’s Review Report ····································· 7
3. Financial Statements and Auditors’ Report for 2023 ··············· 8~29
4. 2023 Earnings Distribution Statement ································· 30
5. Rules of Procedures for Shareholders’ Meeting ······················ 31~35
6. Articles of Incorporation ················································· 36~41
7. Shareholding of Directors ················································ 42
8. The Impact of Stock Dividend Issuance on Business Performance,
EPS, and Shareholder Return Rate ···································· 43

WUS PRINTED CIRCUIT CO., LTD. Procedure for the 2024 Annual Meeting of Shareholders

1. Call the Meeting to order

2. Chairperson Remarks

3. Report Items

4. Matters for Ratification

5. Extempore Motions

6. Adjournment

  • 1 -

WUS PRINTED CIRCUIT CO., LTD. Agenda of Annual Meeting of Shareholders

Convening Method: Entity shareholders meeting

Time: 09:00 a.m. on Tuesday, June 18, 2024

Place: No. 600-7, Jiachang Rd., Nanzi Dist., Kaohsiung City

1. Call the Meeting to order

2. Chairperson Remarks

3. Report Items

  • (1) 2023 Business Report.

  • (2) Audit Committee’s Review Report on the 2023 Financial Statements.

(3) Distribution of 2023 remuneration for employees and directors of the Board.

4. Matters for Ratification

  • (1) Ratification of 2023 business report and financial statements. (2) Ratification of 2023 earnings distribution proposal.

5. Extempore Motions

6. Adjournment

  • 2 -

Report Itmes

Report No. 1: 2023 Business Report.

Explanation: For the 2023 Business Report, please refer to page 5 to 6 of the Handbook (Appendix 1).

Report No. 2: Audit Committee’s Review Report on the 2023 Financial Statements Explanation: For the 2023 Audit Committee’s Review Report, please refer to page 7 of the Handbook (Appendix 2).

  • Report No. 3: Distribution of 2023 remuneration for employees and directors of the Board. Explanation: 1. Pursuant to the Article 29 of the Company's Articles of Incorporation, if the company is profitable (i.e. profit before tax and before remuneration distribution to the employees and Directors) in fiscal year, 0.1% to 10% (inclusive) of the profits shall be allocated as remuneration to employees whereas the Board of Directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the Company is resolved by the board meeting to allocate 2%(inclusive) or less as director remuneration.

2. The remuneration for employees and directors of the Board in 2023 have been approved by the board of directors to distribute employee remuneration NT$1,033,000 and director's remuneration NT$418,000 in cash, and the amounts set aside for such remuneration are respectively 0.1% and 0.04%.

Matters for Ratification

Proposal No. 1 Please ratify the Company’s 2023 Business Report and Financial Statements.

(Proposed by the Board)

Explanation:

1. The company’s 2023 Financial Statements have been audited and certified by Deloitte & Touche.

2. Please ratify the 2023 Business Report refer to page 5 to 6 of the Handbook ( Appendix 1) and Financial Statements refer to page 8 to 29 of the Handbook ( Appendix 3) .

Resolution:

  • 3 -

Proposal No. 2 Please ratify the Company’s 2023 proposal for earnings distribution.

(Proposed by the Board)

Explanation:

1. The Board of Directors has drafted the Company’s 2023 proposal for profits distribution in accordance with the relevant regulations and Company’s Article of Incorporation, please refer to page 30 of the Handbook (Appendices 4).

2. A total of NT$91,370,268 shall be distributed as dividends, i.e., NT$0.5 per share.

3. The cash dividends will be distributed to the nearest dollar, and amount less than one dollars will be rounded down. The aggregated amount of the fractional amounts will be credited to Other Revenue by the Company.

4. If at a later date there is a buyback of the Company’s stock; transfer or cancellation of the Company’s treasury stock or exercises of Employee Stock Option, which affects the dividend rate of the shareholders, the management will request the Shareholders’ Meeting to authorize the board of the Directors to handle the situation and make adjustments accordingly.

5. Record date for dividend distribution: The board is authorized to set the date after it is approved at the shareholders meeting.

Resolution:

Extempore Motions

A rnment djou

  • 4 -

【 Appendices 1 】

Business Report

The supply and demand imbalance during the pandemic in 2021 and 2022 led to an excessive expansion in global consumption. After the pandemic, inventory destocking and rising interest rates has curbed inflationary pressure. In 2023, the inventories of final electronic products depleted far slower than expected, with the war continuing to cause sluggish demand. Confrontation between China and the United States has also divided supply chains, requiring many products to be re-certified and leading to repeated delays before the industrial cycle bottoms out. Both high and low-end electronic component products face declines in annual gross output, with overall electronic component gross output experiencing a rare double-digit decline. The Taiwan Printed Circuit Association has issued a press release pointing out that the ITRI Industrial Economics and Knowledge Center has estimated global printed circuit board gross output to be US$73.9 billion in 2023, a decline of 15.6%. The Company has also been deeply affected. In 2023, our individual and consolidated revenues were lower by 30% compared to the same period in 2022, leading to a significant decline in the Company’s gross profit and resulting in gross losses.

Looking forward to 2024, there remains many uncertain factors affecting the global industry market. We do not expect output of our main final electronic products to grow significantly in 2024. However, as inventory has been gradually returning to healthy levels, and many final products have become updated to new generations, leading to new products entering mass-production, prices and production quantities for the electronic components used in these new products shall also rise, potentially lifting the electronic components industry out of a consecutive two-year downturn. Additionally, consumer electronic products such as notebooks and mobile phones are expected to begin growing again. With support from new product applications, PCB orders may potentially recover before the rest of the industry. The Company shall continue to adopt a pragmatic approach, reducing expenses and maintaining momentum to mitigate negative impacts on the Company.

  1. Execution performance of business plan of 2023 A. Business Performance

  2. (Standalone)

unit: NT thousand dollars

Item
Net Operating Revenue
Operating Cost
Gross loss
Operating Expenses
Loss from Operations
2023 %
100
126
(26)
13
(39)
2022 %
100
105
(5)
9
(14)
Increase
(Decrease)
Amount
Amount
$1,966,374
2,473,500
(507,126)
239,396
($746,522)
Amount
$3,030,730
3,182,109
(151,379)
275,177
($426,556)
(1,064,356)
(708,609)
(355,747)
(35,781)
(319,966)
  • 5 -

(Consolidated)

unit: NT thousand dollars

Item
Net Operating Revenue
Operating Cost
Gross Profit (loss)
Operating Expenses
Loss from Operations
2023 %
100
108
(8)
11
(19)
2022 %
100
96
4
9
(5)
Increase
(Decrease)
Amount
$3,515,939
3,790,840
(274,901)
384,649
($659,550)
Amount
$5,132,715
4,951,564
181,151
428,709
($247,558)
Amount
(1,616,776)
(1,160,724)
(456,052)
(44,060)
(411,992)

In 2023, due to a significant decline in market demand reducing operating revenue compared to 2022, standalone and consolidated gross profits were lower by NT$355 million and NT$456 million respectively compared to 2022.

The Company will continue to cut down expenses and increase production efficiency and quality to improve production gains and competitiveness.

  • B. Non-operating income/loss The Company’s standalone and consolidated non-operating revenue in 2023 was NT$1.78 billion and NT$1.87 billion respectively, an increase of NT$750 million and NT$980 million respectively compared to 2022. This was mainly due to an increase in the share of profits and losses from affiliates recognized using the equity method in 2023, and profits arising from the disposal of a portion of the Company’s purchased investment shares.

  • C. In summary, the Company's net profit after tax in 2023 was approximately NT$835 million, and the net profit per share after tax was NT$4.61.

  • Assets and Liabilities y

  • At the end of 2023, the Company’s standalone and consolidated assets totaled NT$13.908 billion and NT$14.314 billion respectively, with standalone and consolidated debt-to-asset ratios of 36% and 38% respectively, and both standalone and consolidated equity standing at NT$8.885 billion. After deducting the number of the Company's shares held by subsidiaries and converting the equivalent number of issued shares, the net value per share was NT$48.97. The Company’s financial structure and solvency remains stable, and the Company's overall financial status is still sound.

  • Research and Development Status To improve competitiveness, the Company’s investment into research and development in 2023 totaled 1% and 2% of individual and consolidated revenue respectively.

Chairman:Hsu, Huan-Chung President: Chen, Chih-Kang Accounting Supervisor: Chen, Chi-Nan

  • 6 -

【 Appendices 2 】

Audit Committee’s Review Report

The Board of Directors has prepared and submitted the 2023 business report, financial statements, and earnings distribution proposal, of which the financial statements have been audited by Deloitte & Touche. These have been reviewed by the Audit Committees correctly portraying WUS's business activities. In accordance with relevant regulations of the Securities and Exchange Act and the Company Act, this report is submitted for shareholder’s examination.

WUS PRINTED CIRCUIT CO., LTD.

Audit Committee convener: LAI, CHIEN-HUNG

March 26, 2024

  • 7 -

【 Appendices 3 】

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INDEPENDENT AUDITORS' REPORT

WUS Printed Circuit Co., Ltd.

Opinion

We have audited the accompanying standalone financial statements of WUS Printed Circuit Co., Ltd. (the Company), which comprise the standalone balance sheets as of December 31, 2023 and 2022, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies. (collectively referred to as the “financial statements”)

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph) the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2023 and 2022, and its standalone financial performance and its standalone 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 audit of the financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Standalone 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. Based on our audits and the report of other audits, 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 standalone financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 8 -

The key audit matters identified in the Company’s standalone financial statements for the year ended December 31, 2023 are stated as follows:

Occurrence of revenue from major customers

The revenue of the Company is concentrated in the top ten customers, accounting for 68% of the overall revenue. Due to the concentration of orders, the major customers may have a dominant position. And considering that the market sentiment continues to decline this year, we have listed the occurrence of sales revenue from specific customers whose sales situation is different from the market sentiment trend as a key audit matter.

Our audit procedure performed included the following regarding the revenue of the above-mentioned customers:

Understand revenue processes and internal control systems, and test the effectiveness of identified critical controls.

Obtain the annual revenue details and check their completeness, screen out the revenue details of the above customers and select samples.

Check whether the oringal order for the selected sample is properly approved by the responsible officer.

Verify that the related shipment documents of the selected sample are consistent with the item and amount of original order, so as to test the authenticity of the revenue.

Understand the payment recovery situation of the selected sample, and verify whether collection object of the accounts receivable is the same as the sales object.

Other Matter

The financial statements of Wus (KunShan) Printed Circuit Co., Ltd., an investment company using the equity method included in the financial statement of subsidiaries-Wus Group Holdings Co., Ltd was audited by other auditor. Therefore, our opinion on the amounts and disclosures of such investments included in the accompanying financial statements was based on the report of other auditors. Such investments accounted for using the equity method amounted to NT$5,025,718 thousand and NT$4,586,869 thousand, representing both 36% of the Company’s total assets as of December 31, 2023 and 2022, respectively, and the share of the profit of associates amounted to NT$860,605 thousand and NT$774,758 thousand, representing 83% and 128% of the Company’s total comprehensive income for the years ended December 31, 2023 and 2022, 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 standalone 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 standalone financial statements that are free from material misstatement, whether due to fraud or error.

  • 9 -

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 auditing standards generally accepted in 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 standalone financial statements.

As part of an audit in accordance with the auditing standards generally accepted in 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 standalone 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 standalone 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. 10 -

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Yu Hsiang Liu and Lee-Yuan Kuo.

Deloitte & Touche

Taipei, Taiwan

Republic of China March 26, 2024

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone 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 standalone financial statements are those generally applied in the Republic of China.

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

  • 11 -

WUS Printed Circuit Co., Ltd. STANDALONE BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2022 (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)
Accounts receivable, net(Notes 4、9 and 20)
Accounts receivable from related parties(Notes 4、9、20 and 27)
Other receivables(Notes 9 and 27)
Current tax assets(Notes 22)
Inventories, net(Notes 4、5 and 10)
Prepayments
Other financial assets - current(Notes 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)
Investments accounted for using the equity method(Notes 4 and 12)
Property, plant and equipment(Notes 4, 5, 13, 28 and 29)
Right-of-use assets(Notes 4 and 14)
Deferred tax assets(Notes 4 and 22)
Refundable Deposits
Other financial assets - non-current(Notes 11 and 28)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings(Notes 15)
Short-term notes and bills payable(Notes 15)
Accounts payable(Notes 16 and 27)
Other payables(Notes 17 and 27)
Current tax liabilities(Notes 22)
Lease liabilities - current(Notes 4 and 14)
Current portion of long-term borrowings(Notes 15 and 28)
Current refund liabilities(Notes 4)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings(Notes 15 and 28)
Deferred tax liabilities(Notes 4, 5 and 22)
Lease liabilities - non-current(Notes 4 and 14)
Net defined benefit liability(Notes 4 and 18)
Deposits received
Total non-current liabilities
Total liabilities
EQUITY(Notes 4 and 19)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
December 31,2023
Amount

$ 181,997
1
-
-
498,619
4
29,480
-
22,669
-
737
-
470,198
3
78,950
1
70,742
-
1,621
-
1,355,013
9
78,300
1
10,136,168
73
2,197,374
16
80,451
1
59,962
-
602
-
160
-
12,553,017
91
$ 13,908,030
100
$ 865,000
6
399,751
3
223,171
2
361,873
3
96,019
1
8,047
-
619,759
4
39,920
-
12,993
-
2,626,533
19
1,547,072
11
714,802
5
76,196
1
58,399
-
57
-
2,396,526
17
5,023,059
36
1,827,405
13
453,330
3
934,326
7
1,899,580
14
4,442,030
32
7,275,936
53
578,683)
(
4)
93,017)
(
1)
8,884,971
64
$ 13,908,030
100
December 31,2022 December 31,2022
Amount
$ 181,997
-
498,619
29,480
22,669
737
470,198
78,950
70,742
1,621
1,355,013
78,300
10,136,168
2,197,374
80,451
59,962
602
160
12,553,017
$ 13,908,030
$ 865,000
399,751
223,171
361,873
96,019
8,047
619,759
39,920
12,993
2,626,533
1,547,072
714,802
76,196
58,399
57
2,396,526
5,023,059
1,827,405
453,330
934,326
1,899,580
4,442,030
7,275,936
578,683)
93,017)
8,884,971
$ 13,908,030
(
(
Amount
$ 155,865
27,049
506,898
57,741
27,627
737
559,459
107,268
110,000
1,352
1,553,996
79,500
8,420,222
2,376,114
88,840
82,007
355
160
11,047,198
$ 12,601,194
$ 384,000
349,279
284,088
429,927
-
7,906
548,462
36,369
19,507
2,059,538
1,647,654
665,474
84,243
101,989
61
2,499,421
4,558,959
1,827,405
378,706
877,928
1,899,580
3,735,597
6,513,105
583,964)
93,017)
8,042,235
$ 12,601,194
(
(
1
-
4
-
-
-
5
1
1
-
12
-
67
19
1
1
-
-
88
100
3
3
2
3
-
-
5
-
-
16
13
5
1
1
-
20
36
15
3
7
15
30
52
(
5)
(
1)
64
100

The accompanying notes are an integral part of the standalone financial statements. (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 12 -

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

WUS Printed Circuit Co., Ltd.

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

OPERATING REVENUE(Notes 4, 20
and 27)
Net sales revenue
OPERATING COSTS(Notes 10, 18, 21
and 27)
GROSS LOSS
OPERATING EXPENSES(Notes 9, 18,
21 and 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain)
Total operating expenses
LOSS FROM OPERATIONS
NON-OPERATING INCOME AND
EXPENSES(Notes 13 and 21)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE(Notes 4 and
22)
NET PROFIT FOR THE YEAR
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2023 2022
100
126
(
26)
4
7
2

-
13
(
39)
-
-
(
3 )
(
3 )
96
90
51
10
41
  • 13 -
OTHER COMPREHENSIVE INCOME
(LOSS)(Notes 18, 19 and 22)
Items that will not be reclassified
subsequently to profit or loss
Remeasurement of defined
benefit plans
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other comprehensive
income
Share of other comprehensive
income (loss) of subsidiaries
Income tax relating to items
that will not be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss
Exchange differences on
translation of the financial
statements of foreign
operations
Share of other comprehensive
income (loss) of subsidiaries
Income tax relating to items
that may be reclassified
subsequently to profit or loss
Other comprehensive income
for the year (net of income
tax)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
EARNINGS PER SHARE(Notes 23)
Basic
Diluted
For the Year Ended December 31 Year Ended December 31 Year Ended December 31
2023 2022
Amount
$ 18,528
(
1,200 )
74,094
(
3,706 )
(
40,327 )
(
39,473 )

15,960

23,876
$ 859,482
$ 4.61
$ 4.60
Amount
$ 66,741
-
(
126,652 )
(
13,348 )
50,693
42,232
(
18,585)

1,081
$ 511,668
$ 2.81
$ 2.81
1
-
4

-
(
2 )
(
2 )

1

2
43
3
-
(
4 )
(
1 )
2
1
(
1)

-
17

The accompanying notes are an integral part of the standalone financial statements. (Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 14 -

WUS Printed Circuit Co., Ltd. STANDALONE STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

OrdinaryShares
Capital Surplus
OrdinaryShares
Capital Surplus
Retained Earnings Total
6,131,866
-
-
182,741)
182,741)
-
-
510,587
53,393
563,980
-
6,513,105
-
91,370)
91,370)
-
-
835,606
14,822
850,428
-
1,803
1,970
7,275,936
Other Equity Total Other
Equity

531,652)

-
-
-

-

-

-


52,312)


52,312)

-

$ 583,964 )

-
-

-

-

-

9,054

9,054

-


1,803)


1,970)

$ 578,863)
Treasury shares
(
93,017)


-
-

-
(

-
(

-


-
(
-


-


-


-

($ 93,017 )


-

-
(

-
(

-


-
(
-


-


-


-


-
(

-
(
($ 93,017)
Total Equity
7,680,465
-
-

182,741)

182,741)
31,815

278)

510,587
1,081
511,668
1,306
$ 8,042,235
-

91,370)

91,370)
88,188

609)

835,606
23,876
859,482
653

13,608)

- )
$ 8,884,971
Exchange
Differences on
Translation
Unrealized Gains
(Losses) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
(
421,036)
(
110,616)
(
-
-
-
-

-

-


-

-


-

-


-

-

-

74,340
(
126,652)
(

74,340
(
126,652)
(

-

-

($ 346,696 )
($ 237,268 )
(
-
-

-

-


-

-


-

-


-

-

-
(
63,840)

72,894

(
63,840)

72,894


-

-


-
(
1,803)
(

-
(
1,970)
(
($ 410,536)
($ 168,147)
(
Legal Reserve
Special Reserve
Unappropriated
Earnings
824,768

1,906,502

3,400,596

53,160
-
(
53,160 )
-
(
6,922 )
6,922
-

-
(
182,741)
(
53,160
(
6,922)
(
228,979)
(
-

-

-

-

-

-

-
-
510,587
-

-

53,393

-

-

563,980

-

-

-

$ 877,928
$ 1,899,580
$ 3,735,597

56,398
-
(
56,398 )
-

-
(
91,370)
(
56,398

-
(
147,768)
(
-

-

-

-

-

-

-
-
835,606
-

-

14,822

-

-

850,428

-

-

-

-

-

1,803

-

-

1,970

$ 934,326
$ 1,899,580
$ 4,442,030
BALANCE AT JANUARY 1, 2022

Appropriation of 2021 earnings(Notes 19)
Legal reserve
Reversal of special reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year
ended December 31, 2022, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2022

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

BALANCE AT DECEMBER 31, 2022

Appropriation of 2022 earnings(Notes 19)
Legal reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2023
Other comprehensive income (loss) for the year
ended December 31, 2023, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2023

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

disposal of Investments accounted for using equity
method

disposal of equity instruments at fair value through
othercomprehensive income

BALANCE AT DECEMBER 31, 2023
1,827,405

-
-
-

-

-

-
(
-
-

-

-

$ 1,827,405

-
-

-

-

-
(
-
-

-

-

-
(
-

$ 1,827,405
345,863
-
-
-
-
31,815

278)
-
-
-
1,306
$ 378,706
-
-
-
88,188

609)
-
-
-
653

13,608)
-
$ 453,330


















824,768

53,160
-
(
-

53,160
(
-

-

-
-

-

-

$ 877,928

56,398
-

56,398

-

-

-
-

-

-

-

-

$ 934,326
(







(









(


$ $


$
$

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

(With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 15 -

WUS Printed Circuit Co., Ltd. STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net gain on financial assets at fair value through
profit or loss
Finance costs
Interest income
Share of the profit of subsidiaries
Gain on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Changes in operating assets and liabilities
Accounts receivable
Accounts receivable from related parties
Other receivables
Inventories
Prepayments
Other current assets
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Net defined benefit liability
Refund liabilities
Cash generated from (used in) operations
Dividends received
Income taxes paid
Net cash generated from(used in) operating
activities
For the Year Ended December 31 For the Year Ended December 31
2023
$ 1,032,003
315,701
2,758
(
13 )
(
263 )
50,687
(
5,438 )
( 1,886,025 )
(
1,553 )
115,522
8,292
28,261
4,472
43,739
25,560
(
269 )
(
70,697 )
9,780
24,554
(
6,514 )
(
25,062 )

3,551
(
330,954 )
239,606
(
16,751)
(
108,099)
2022
$ 604,601
312,104
3,966
560
(
187 )
33,569
(
7,179 )
(
999,697 )
(
1,071 )
106,599
445,624
4,939
4,619
247,649
1,209
107
(
275,553 )
-
40,546
(
2,207 )
(
84 )

13,902
534,016
245,883
(
49,419)

730,480
(Continued)
  • 16 -

WUS Printed Circuit Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
other comprehensive income
Acquisition of financial assets at fair value through
profit or loss
Proceeds from disposal of financial assets at fair value
through profit or loss
Payment for property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Increase in refundable deposits
Decrease in other financial assets
Interest received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Increase in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in deposits received
Repayment of the principal portion of lease liabilities
Dividends paid
Interest paid
Dividends claimed over time from shareholders
Net cash 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
For the Year Ended December 31 For the Year Ended December 31
2023
-
( $ 42,000 )
69,312
(
278,062 )
2,257
(
247 )
39,258

5,924
(
203,558)
481,000
50,000
746,723
(
775,963 )
(
4 )
(
7,906 )
(
91,370 )
(
64,082 )
(
609)
(
337,789)
26,132

155,865
$ 181,997
2022
(
9,500 )
( $ 194,610 )
195,279
(
669,173 )
1,132
-
59,260

7,479
(
610,133)
154,000
-
686,875
(
917,307 )
(
828 )
(
7,768 )
(
182,741 )
(
42,691 )
(
278)
(
310,738)
(
190,391 )

346,256
$ 155,865

The accompanying notes are an integral part of the standalone financial statements. (Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 17 -

REPRESENTATION LETTER

The entities that are required to be included in the consolidated financial statements of affiliates under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2023 are all the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of WUS Printed Circuit Co., Ltd. and its subsidiaries. Consequently, WUS Printed Circuit Co., Ltd. and its subsidiaries did not prepare a separate set of combined financial statements.

Very truly yours,

WUS Printed Circuit Co., Ltd. By

HSU, HUAN-CHUNG Chairman March 26, 2024

  • 18 -

==> picture [196 x 55] intentionally omitted <==

==> picture [157 x 99] intentionally omitted <==

INDEPENDENT AUDITORS'REPORT

WUS Printed Circuit Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of WUS Printed Circuit Co., Ltd. (the “Company”) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports 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 Company and its subsidiaries as of December 31, 2023 and 2022, and their consolidated financial performance and their consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 Company and its subsidiaries 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. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

  • 19 -

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company and its subsidiaries’ consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Occurrence of revenue from major customers

The revenue of the Company and its subsidiaries are concentrated in the top ten customers, accounting for 69% of the overall revenue. Due to the concentration of orders, the major customers may have a dominant position. And considering that the market sentiment continues to decline this year, we have listed the occurrence of sales revenue from specific customers whose sales situation is different from the market sentiment trend as a key audit matter.

Our audit procedure performed included the following regarding the revenue of the above-mentioned customers:

  1. Understand revenue processes and internal control systems, and test the effectiveness of identified critical controls.

  2. Obtain the annual revenue details and check their completeness, screen out the

  3. revenue details of the above customers and select samples.

  4. Check whether the oringal order for the selected sample is properly approved by the responsible officer.

  5. Verify that the related shipment documents of the selected sample are consistent with the item and amount of original order, so as to test the authenticity of the revenue.

  6. Understand the payment recovery situation of the selected sample, and verify whether collection object of the accounts receivable is the same as the sales object.

Other Matter

The financial statements of Wus Printed Circuit (KunShan) Co., Ltd., an investment company using the equity method included in consolidated financial statements of the Company and its subsidiraries was audited by other auditor. Therefore, our opinion on the amounts and disclosures of such investments included in the accompanying financial statements were based on the financial statements audited by other auditors. Such investments accounted for using the equity method amounted to NT$5,025,718 thousand and NT$4,586,869 thousand, representing both 35% of the Company and its subsidiaries’ total assets as of December 31, 2023 and 2022, respectively; and the share of the profit of these associates amounted to NT$860,605 thousand and NT$774,758 thousand, representing 71% and 119% of the Company and its subsidiaries’ total comprehensive income for the years ended December 31, 2023 and 2022,

  • 20 -

respectively.

We have also audited the standalone financial statements of the Company as of and for the years ended December 31, 2023 and 2022 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

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 the IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company and its subsidiaries’ 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 and its subsidiaries 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 and its subsidiaries’ 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 auditing standards generally accepted in 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 auditing standards generally accepted in 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

  2. 21 -

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 and its subsidiaries’ internal control.

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

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its subsidiaries’ 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 Company and its subsidiaries to cease to continue as a going concern.

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

  • Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Company and its subsidiaries’ 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, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be

  • 22 -

communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Yu Hsiang Liu and Lee-Yuan Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China March 26, 2024

Notice to Readers

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

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

  • 23 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents(Note 4 and 6)
Financial assets at fair value through profit or loss - current(Note 4 and 7)
Accounts receivable, net(Note 4、9 and 21)
Accounts receivable from related parties(Note 4、9、21 and 28)
Other receivables(Note 9 and 28)
Current tax assets(Note 23)
Inventories, net(Note 4、5 and 10)
Prepayments
Other financial assets - current(Note 11)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current(Note 4
and 8)
Investments accounted for using the equity method(Note 4 and 13)
Property, plant and equipment(Note 4、5、14、28、29 and 30)
Right-of-use assets(Note 4 and 15)
Intangible assets(Note 4)
Deferred tax assets(Note 4 and 23)
Refundable Deposits
Other financial assets - non-current(Note 11 and 29)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings(Note 16)
Short-term notes and bills payable(Note 16)
Current contract liabilities(Note 4 and 21)
Accounts payable(Note 17 and 28)
Other payables(Note 18 and 28)
Current tax liabilities(Note 23)
Lease liabilities - current(Note 4 and 15)
Current portion of long-term borrowings(Note 16 and 29)
Current refund liabilities(Note 4)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings(Note 16 and 29)
Liability provisions – non-current(Note 4)
Deferred tax liabilities(Note 4、5 and 23)
Lease liabilities - non-current(Note 4 and 15)
Net defined benefit liability(Note 4 and 19)
Deposits received
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABALE TO OWNERS OF THE COMPANY(Note 4 and 20)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
December 31,2023
Amount

$ 1,980,613
14
307,839
2
848,499
6
37,603
-
91,733
1
737
-
821,749
6
81,766
-
1,150,057
8
4,273

-
5,324,869

37
166,116
1
5,050,071
35
2,396,991
17
92,620
1
1,599
-
131,245
1
602
-
1,150,260

8
8,989,504

63
$ 14,314,373
100
$ 865,000
6
399,751
3
126,390
1
345,869
3
468,097
3
101,196
1
8,623
-
619,759
4
41,210
-
16,683

-
3,101,578

21
1,547,072
11
182
-
736,331
6
76,783
-
58,399
-
57

-
2,418,824

17
5,429,402

38
1,827,405

13
453,330

3
934,326
7
1,899,580
13
4,442,030

31
7,275,936

51
578,683)
(
4)
93,017)
(
1)
8,884,971

62
$ 14,314,373
100
December 31,2022
(
(
Amount

$ 766,331
7
294,358
2
977,399
7
62,982
-
139,108
1
737
-
1,033,718
8
116,170
1
1,698,766
13
3,958

-
5,093,527

39
128,259
1
4,586,869
35
2,621,850
20
102,157
1
1,591
-
160,178
1
355
-
418,160

3
8,019,419

61
$ 13,112,946
100
$ 384,000
3
349,279
3
131,625
1
508,583
4
528,123
4
26,653
-
9,035
-
548,462
5
38,499
-
21,029

-
2,545,288

20
1,647,654
13
254
-
690,661
5
84,804
1
101,989
1
61

-
2,525,423

20
5,070,711

40
1,827,405

14
378,706

3
877,928
7
1,899,580
14
3,735,597

27
6,513,105

48
(
583,964)
(
4)
(
93,017)
(
1)
8,042,235

60
$ 13,112,946
100

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 24 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE(Note 4、21
and 28)
Net sales revenue
Other operating revenue, net
Total operating revenue
OPERATING COSTS(Note 10、19、
22 and 28)
GROSS PROFIT(LOSS)
OPERATING EXPENSES(Note 9、
19 and 22)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain)
Total operating expenses
LOSS FROM OPERATIONS
NON-OPERATING INCOME AND
EXPENSES(Note 13 and 22)
Interest income
Other income
Other gains and losses
Finance costs
Share of the profit of associates
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE(Note 4 and
23)
NET PROFIT FOR THE YEAR
For the Year Ended For the Year Ended December 31
2023 2022
Amount

$ 5,095,194
99

37,521

1
5,132,715
100
4,951,564
96

181,151

4
137,798
3
243,545
5
46,806
1

560

-

428,709

9
(
247,558)
(
5)
81,176
2
3,455
-
74,204
1
(
37,685 )
(
1 )

774,758
16

895,908
18
648,350
13

137,763

3

510,587
10
(Continued)
  • 25 -
OTHER COMPREHENSIVE INCOME
(LOSS)(Note 19、20 and 23)
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined
benefit plans
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other
comprehensive income
Share of other comprehensive
income (loss) of associates
Income tax relating to items that
will not be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss
Exchange differences on
translation of the financial
statements of foreign
operations
Income tax relating to items that
may be reclassified
subsequently to profit or loss
Other comprehensive income for
the year (net of income tax)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
NET PROFIT (LOSS)
ATTRIBUTABLE TO:
Owners of the Company
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company
EARNINGS PER SHARE(Note 24)
Basic
Diluted
For the Year Ended December 31 For the Year Ended December 31
2023
Amount

$ 18,528
1
37,857
1
35,037
1
(
3,706 )
-
(
79,800 )
(
2 )

15,960

-

23,876

1
$ 859,482
25
$ 835,606
$ 859,482
$ 4.61
$ 4.60
2022
Amount

$ 66,741
1
(
68,727 )
(
1 )
(
57,925 )
(
1 )
(
13,348 )
-
92,925
2
(
18,585)

-

1,081

1
$ 511,668
11
$ 510,587
$ 511,668
$ 2.81
$ 2.81

The accompanying notes are an integral part of the consolidated financial statements (Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 26 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2022

Appropriation of 2021 earnings(Notes 20)
Legal reserve
Reversal of special reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year
ended December 31, 2022, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2022

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

BALANCE AT DECEMBER 31, 2022

Appropriation of 2022 earnings(Notes 20)
Legal reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2023
Other comprehensive income (loss) for the year
ended December 31, 2023, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2023

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

disposal of Investments accounted for using equity
method

disposal of equity instruments at fair value through
othercomprehensive income

BALANCE AT DECEMBER 31, 2023
Ordinary Shares
Capital Surplus
$ 1,827,405
$ 345,862
-
-
-
-
-

-
-

-
-

31,815
-
(
278)
-
-
-

-
-

-
-

1,306
1,827,405

378,706
-
-
-

-
-

-
-

88,188
-
(
609)
-
-
-

-
-

-
-

653
-
(
13,608)
-

-
$ 1,827,405
$ 453,330
Retained Earnings Total
$ 6,131,866
-
-
182,741)
182,741)
-
-
510,587
53,393
563,980
-
6,513,105
-
91,370)
91,370)
-
-
835,606
14,822
850,428
-
1,803
1,970
$ 7,275,936
Other Equity
Exchange
Differences on
Translation
Unrealized Gains
(Losses) on
Financial Assets
at Fair Value
Through Other
Foreign Operations
Comprehensive
Income
Total Other Equity
Treasury shares
($ 421,036)
($ 110,616)
($ 531,652)
($ 93,017)

-
-
-
-
-
-
-
-

-

-

-

-
(

-

-

-

-
(

-

-

-

-


-

-

-

-
(
-
-

74,340
(
126,652)
(
52,312)

-


74,340
(
126,652)
(
52,312)

-


-

-

-

-

(
346,696 )
(
237,268)
(
583,964)
(
93,017 )

-
-
-
-

-

-

-

-
(

-

-

-

-
(

-

-

-

-


-

-

-

-
(
-
-
(
63,840)

72,894

9,054

-

(
63,840)

72,894

9,054

-


-

-

-

-


-
(
1,803)
(
1,.803)

-
(

-
(
1,970)
(
1,970)

-

($ 410,536)
($ 168,147)
($ 578,683)
($ 93,017)
Total Equity
$ 7,680,465
-
-
182,741)
182,741)
31,815
278)
510,587
1,081
511,668
1,306
8,042,235
-
91,370)
91,370)
88,188
609)
835,606
23,876
859,482
653
13,608)
-
$ 8,884,971


















Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 824,768
$ 1,906,502
$ 3,400,596

53,160
-
(
53,160 )
-
(
6,922 )
6,922
-

-
(
182,741)
(
53,160
(
6,922)
(
228,979)
(
-

-

-

-

-

-

-
-
510,587
-

-

53,393

-

-

563,980

-

-

-

877,928
1,899,580
3,735,597

56,398
-
(
56,398 )
-

-
(
91,370)
(
56,398

-
(
147,768)
(
-

-

-

-

-

-

-
-
835,606
-

-

14,822

-

-

850,428

-

-

-

-

-

1,803

-

-

1,970

$ 934,326
$ 1,899,580
$ 4,442,030

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

(With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 27 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net gain on financial assets at fair value
through profit or loss
Finance costs
Interest income
Share of the profit of associates
Gain (loss) on disposal of property, plant and
equipment
Gain on disposal of associates for using equity
method
Impairment loss recognized on non-financial
assets
Others
Changes in operating assets and liabilities
Notes receivable
Accounts receivable
Accounts receivable from related parties
Accounts receivable
Inventories
Increase in prepayments
Other current assets
Contract liabilities
Accounts payable
Other payables
Liability provisions
Other current liabilities
Net defined benefit liability
Refund liabilities
Cash generated from (used in) operations
Dividends received
Income tax paid
Net cash generated from operating activities
For the Year Ended December 31
2023
2022
$ 1,215,011
$ 648,350
365,867
364,149
3,589
4,738
(
13 )
560
(
9,026 )
(
18,557 )
53,295
37,685
(
99,086 )
(
81,176 )
(
860,122 )
(
774,758 )
(
1,550 )
(
2,239 )
( 1,025,735 )
-
123,392
115,379
10,957
456
-
9,391
128,913
546,306
25,379
2,469
5,366
8,381
161,957
366,692
31,646
6,748
(
315 )
228
(
5,235 )
(
8,437 )
(
162,714 )
(
507,155 )
50,260
55,700
(
156 )
(
123 )
(
4,346 )
(
2,925 )
(
25,062 )
(
84 )

2,729

12,170
(
14,999 )
783,948
162,312
159,535
(
76,885)
(
103,316)

70,428

840,167
(Continued)
  • 28 -
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
other comprehensive income
Acquisition of financial assets at fair value through
profit or loss
Proceeds from disposal of financial assets at fair value
through profit or loss
Acquisition of investment for using equity method
Proceeds from disposal of investment for using equity
method
Payment for property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other financial assets
Interest received
Income taxes
Net cash generated from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in short-term borrowings
Increase in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in deposits received
Repayment of the principal portion of lease liabilities
Dividends paid
Interest paid
Dividends claimed over time from shareholders
Net cash generated from (used in) financing
activities
EFFECTS OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS
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
For the Year Ended December 31 For the Year Ended December 31




















2023
2022
$ -
( $ 9,500 )
(
747,900 )
( 1,193,530 )
739,215
1,772,674
(
24,829 )
-
1,354,470
-
(
283,545 )
(
681,451 )
2,257
2,308
(
247 )
-
(
862 )
(
1,274 )
(
202,891 )
(
61,363 )
141,095
46,514
(
140,822 )

-

835,941
(
125,622)
481,000
(
358,322 )
50,000
-
746,723
686,875
(
775,963 )
(
917,307 )
(
4 )
(
828 )
(
8,538 )
(
8,350 )
(
90,717 )
(
181,435 )
(
66,690 )
(
47,848 )
(
609)
(
278)

335,202
(
827,493)
(
27,289)

14,302
1,214,282
(
98,646 )

766,331

864,977
$ 1,980,613
$ 766,331

The accompanying notes are an integral part of the consolidated financial statements.(Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 29 -

【 Appendices 4 】

WUS Printed Circuit Co., Ltd.

2023 Earnings Distribution Statement

Unit: NT$

Unit: NT$
Item Amount
Undistributed earnings at the beginning of the current year 3,587,828,585
Add: Current year net profit after tax 835,606,380
Add: Recognized retained earnings for remeasurement of
defined benefit plan
14,822,185
Add: Adjusted retained earnings for investments accounted for
using the equity method
3,772,839
The net income after tax for current period plus items other
than the net income after tax for current period but included in 854,201,404
the undistributed earnings of the current year
Subtract: Provision for legal reserve (10%) (85,420,140)
Add: Reversal for statutory special surplus reserve 15,542,102
Current year earnings to be distributed 4,372,151,951
Items for distribution
Dividends-NT$0.5 per share (cash) (91,370,268)
Undistributed earning at the end of the current year 4,280,781,683

Chairman:Hsu, Huan-Chung President: Chen, Chih-Kang Accounting Supervisor: Chen Chi-Nan

  • 30 -

【 Appendices 5 】 WUS PRINTED CIRCUIT CO., LTD. Rules of Procedures for Shareholders’ Meeting

Article 1

Except as otherwise provided by law, the Company’s Shareholders’ Meeting shall be governed by these Regulations except as otherwise provided by law.

Article 2

The Company shall have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the signing card instead.

The number of shares present at the meeting shall equal the aggregate number of shares held by the shareholders having submitted their attendant registry or signing card, plus shares that shareholders have exercised their voting rights by way of electronic transmission and via the video conference

In the case if the shareholders’ meeting is held by video conference, shareholders who wish to attend via video conference should register at the place or website designated by the company two days prior to the shareholders’ meeting.

Article 3

In a shareholders’ meeting, the participation and vote shall be counted on the grounds of the number of shares.

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

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

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

With the exception of a trust enterprise or a shareholder service agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If

  • 31 -

that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 4

The shareholder’s meeting is limited to be held at the head office of the Company or any place that is convenient to the shareholders and suitable for such meeting. The meeting should not be started earlier than 9:00 a.m. or later than 3:00 p.m. When the company convenes a shareholders’ meeting via video conference, it is not subject to the restriction on the venue of the preceding paragraph.For the video conference shareholders’ meeting, registration should be accepted on the video conference platform of the shareholders’ meeting 30 minutes prior the start of the meeting. Shareholders who have completed the registration shall be deemed to have attended the shareholders’ meeting in person.

Article 5

If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or is unable to exercise the powers of the chairperson for any reason, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson, or the vice chairperson also is on leave, or is unable to exercise the powers of the vice chairperson for any reason, the chairperson shall appoint one of the managing directors to act as chairperson. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chairperson. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.

Article 6

The Company may invite attorneys, certified public accountants or relevant persons to attend a shareholders’ meeting. The staff in charge of the administrative affairs at a shareholders’ meeting shall wear an identification card or a badge.

Article 7

The Company shall make audio or video recording of the entire process of a shareholders’ meeting, and preserve the recordings for at least one year.

Article 8

At the scheduled time for a shareholders’ meeting, the chairperson shall announce the commencement of the meeting provided that if the number of shares represented by the shareholders present at the meeting fails to exceed half of the total issued and outstanding shares of the Company (the “Quorum”), the chairperson may announce that the meeting is postponed. The postponement shall be limited within two times and

  • 32 -

the total time for the postponement shall not be more than one hour. If the number of shares represented by the shareholders present at the meeting fails to meet the Quorum but exceeds one third of the total number of issued and outstanding shares of the Company after the meeting has been postponed twice, a tentative resolution may be passed by a majority of those represented in accordance with Paragraph 1 of Article 175 of Taiwan Company Act. If the number of shares represented by the shareholders present at the meeting exceeds half of the total issued and outstanding shares of the Company before the end of the meeting, the tentative resolution may be re-proposed by the chairperson to be passed in the shareholders’ meeting in accordance with Article 174 of Taiwan Company Act.

Article 9

If a shareholders’ meeting is called by the Board, the agenda of such meeting shall be prepared by the Board and such meeting shall proceed in accordance with the agenda. No modification to the agenda shall be made unless shareholders resolve otherwise at such shareholders’ meeting. The preceding paragraph shall apply mutatis mutandis in case where a shareholders’ meeting is called by any person entitled to call the meeting other than the Board. Before the procedure set forth in the agenda prepared pursuant to the preceding two paragraphs (including the extemporary motions) has completely ended, the chairperson may not adjourn the meeting unless shareholders resolve otherwise at such meeting. When the meeting is adjourned, shareholders may not designate another chairperson to continue the meeting at the same venue or another venue.

Article 10

When a shareholder present at a shareholders’ meeting intends to speak, a speech note should be filled out with summary of the speech, the shareholder account number (or the number of attendance card) and the account name of the shareholder. The chairperson should decide the sequence of speeches by shareholders. If any shareholder present at a shareholders’ meeting submits a speech note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the actual speech of a shareholder are inconsistent with the contents of the speech note, the contents of the actual speech shall prevail. When an attending shareholder delivers a speech, unless otherwise permitted by the chairperson and the shareholder who is making the speech, no shareholder may interrupt the speech. If any shareholder violates this provision, the chairperson shall intervene to stop such interruption.

Article 11

Unless otherwise permitted by the chairperson, each shareholder shall not speak more than two times for each proposal, and not exceed five minutes each time. In case the

  • 33 -

speech of any shareholder violates the preceding paragraph or exceeds the scope of the proposal for current discussion, the chairperson may stop the shareholder from continuing delivering the speech.

Where a vedio conference shareholders’ meeting is convened, shareholders attending the video conference meeting online may raise questions in writing at the vedio conference platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words, and the first provisions do not apply.

Article 12

If a juristic person is authorized to attend the shareholders’ meeting on behalf of another shareholder, only one representative of such juristic person may attend the meeting. If a juristic shareholder designates two or more representatives to attend the shareholders’ meeting, only one representative can speak for each proposal.

Article 13

After the speech of a shareholder, the chairperson may respond by himself or appoint an appropriate person to respond.

Article 14

When the chairperson is of the opinion that a proposal has been sufficiently discussed to be put to vote, he/she may declare an end to discussion and have the proposal be voted on.

Article 15

The chairperson shall designate the persons supervising the casting of votes and the counting thereof for resolutions. The person supervising the casting of votes shall be a shareholder. The result of the resolution shall be reported on the spot and written into records.

Article 16

During a shareholders’ meeting, the chairperson may announce a break based on time consideration.

Article 17

Unless otherwise provided in Taiwan Company Act or the Articles of Incorporation of the Company, a resolution shall be passed by more than half of the votes represented by the shareholders present at a shareholders’ meeting.

  • 34 -

When the shareholders’ meeting is held by video conference, the company shall immediately disclose the voting results and election results of various resolutions on the video conference platform of the shareholders meeting in accordance with regulations, and shall continue to disclose for at least 15 minutes after the chairman’s . announcement of meeting adjournment

Article 18

If there is an amendment to or a substitute for a proposal for resolution, the chairperson shall arrange the sequence for resolution along with the original proposals. If any one of them has been adopted, the remaining proposals shall be deemed rejected and no further resolution is needed.

Article 19

The chairperson may direct disciplinary personnel (or security personnel) to maintain the order of the meeting place. Such disciplinary personnel (or security personnel) shall wear a badge marked “Disciplinary Staff”.

Article 20

When the shareholders meeting is held by video conference, the chairman shall, when announcing the meeting starts, separately announce that unless there is no need for postponement or continuation of the meeting as stipulated in Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if before the meeting is adjourned, due to force majeure events, it is difficult to participate in the meeting on the video conference platform or via video, and such difficulty lasts for 30 minutes or more, the date of the meeting should be postponed or resumed within five days. In such case, Article 182 of company law is not applicable.

When the Company convenes a video conference shareholders meeting, it shall provide appropriate alternative for shareholders who have difficulty in attending the shareholders meeting by video.

Article 21

The Rules and any revisions thereof shall take effect upon approval by shareholders at the shareholders’ meeting.

  • 35 -

【 Appendices 6 】

WUS PRINTED CIRCUIT CO., LTD. Articles of Incorporation

Chapter One: General Principals

Article 1

The Company is called 楠梓電子股份有限公司 and is registered as a company limited by shares according to the ROC Company Act.

Article 2

The Company is engaged in the following business:

  • 1、Manufacturing, processing, assembling and sales for single side, double-side and Multi-layer PCB.

  • 2、Manufacturing, processing, assembling and sales for various Rigid and Rigid-Flex PCB.

  • 3、Manufacturing, processing and sales for semi-finished product of various PCB and accepting commissioned processing.

  • 4、Research developing design, manufacturing, processing, assembling and sales of various computers, electronics, communication products and their peripheral equipments and their electronic components.

  • 5、Manufacturing, processing, assembling and sales for lead frame type of products.

  • 6、General import and export business. (except for business items requiring special approval)

  • 7、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 be a limited liability shareholder of another company through a resolution of the board of directors, and its total investment, unless otherwise stipulated by laws and regulations, may not be subject to the restriction that the Company Act shall not exceed a certain percentage of the total paid-in capital, but shall not exceed the company’s paid-in share capital.

Article 2-2

The Company may provide external guaranty.

Article 3

The Company’s headquarter is located in Kaohsiung, Taiwan, ROC and may set up domestic or foreign branches, offices or business establishments as resolved by the Board of Directors, if necessary.

Article 4

The Company shall make public announcements in accordance with Article 28 of the Company Act and relevant regulations.

  • 36 -

Chapter Two: Shares

Article 5

The authorized capital of the Company is NT$5.9 billion, consisting of 0.59 billion shares of common stock, with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in separate installments as required. Among which NT$680 million, consisting of 68 million share, with a par value of NT$10 per share, is reserved for stock options, and may be issued in installments in accordance with the resolution of the Board of Directors.

The recipients of employee stock options; recipients of employee restricted shares plan; recipients of issuance of new shares for capital increase in cash reserved for subscription by employees to purchase shares, which may include employees of subordinate companies who meet certain conditions. The conditions, distribution methods and purchase methods, which are to be prescribed by the Board of directors.

The Company may acquire shares of the Company by resolution of the Board in accordance with the relevant laws stipulated by competent authorities.

Article 5-1

The Company has stock shares to transfer to employees at prices below the Company’s actual average repurchase price, or to issue employee stock warrants that are not subject to the exercise price restriction set out in Article 53 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers. A resolution at a shareholders’ meeting must be resolved with the presence of more than one-half of the total number of the outstanding shares, and voted in favor by more than two-third of the votes present.

Article 6

The issuance of the company’s shares shall be affixed with signatures or seals of three directors, numbered and issued upon certification by competent authorities or issuance registration authorities approved thereby.

According to the Company Act, the Company may be exempted from printing any share certificate for the shares issued but shall register the issued shares with a centralized securities depositary enterprise.

Article 7

Shareholder may transfer shares to others. The share transfer procedures shall deem completed if the transferor and the transferee shall fill out a statement of transfer of shares, record the name of the transferee on the back of the share certificate, and must be registered in the company’s shareholders roster.

Article 8

Other than otherwise regulated, “Regulations Governing the Administration of Shareholder Services of Public Companies” as issued by the Financial Supervisory Commission is followed for the company shareholders to apply for stock transferring, lost reporting, inheriting, changing of seals or address.

Article 9

The company may collect sufficient printing fees and necessary fees in the event of issuance of a new share certificate due to transfer of ownership or loss.

Article 10

The shareholder of the Company shall submit specimens of signature or registered seal to the Company. The specimens shall be used by the Company for purposes of verification when the shareholder wishes to collect dividends or exercise shareholders’ rights.

  • 37 -

Article 11

No registration of share transfer shall be made within sixty days before each ordinary general shareholders’ meeting, or within thirty days before each extraordinary general shareholders’ meeting or five days before the record date for dividends, bonuses or other distributions as determined by the Company.

Chapter Three: General Shareholders’ Meeting

Article 12

General shareholders’ meetings include ordinary meetings and extraordinary meetings. Ordinary meetings shall be convened according to law by the Board of Directors once annually within 6 months after the end of each fiscal year.

Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary.

When the Company shareholders’ meeting is held, it may be held by video conference or other methods announced by the central competent authority.

The requirements, operating procedures, and other matters to be complied with for a video conference meeting shall be handled in accordance with the relevant regulations of the securities regulatory authority.

Article 13

General shareholders’ meetings shall be convened by written notice and announcement stating the purpose dispatched to each shareholder at least 30 days, in the case of ordinary meetings, and 15 days, in the case of extraordinary meetings, prior to the date set for such meeting.

Article 14

Each share is entitled to cast one vote, unless otherwise deprived in accordance with Article 179 paragraph 2 of Company Act.

Article 15

Unless otherwise required by applicable law or regulation, resolution of shareholder meeting shall be adopted by more than half of the votes of the shareholders present at a shareholders’ meeting who hold more than half of all issued and outstanding shares of the Company. The resolutions of the shareholders meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the stamp of the chairman of the meeting. Such minutes, together with the attendance list and proxies, shall be filed and kept at the head office of the Company and announced to all shareholders within 20 days.

Article 16

When a shareholder of the Company is unable to attend a shareholders’ meeting for any reason, the shareholder may appoint a representative to attend such shareholders’ meeting by presenting a written proxy form, which shall specify the scope of proxy.

Article 17

The chairman of the shareholders meeting shall be handled in accordance with Article 182-1 and Paragraph 3 of Article 208 of the Company Act.

  • 38 -

Chapter Four: Board of Directors and Audit committee

Article 18

The company shall have five to nine directors, of which there shall be three independent directors to be elected by the general shareholders’ meeting from candidates with legal capacity. Each director shall hold office for a term of three years, and all of the directors are eligible for re-election. The total proportion of shares held by all Directors of the Company shall be subject to regulations prescribed by the securities authority.

The election of the Company’s directors uses the candidate nomination system. All matters regarding the acceptance method and announcement of the nomination of candidates for directors will be handled according to the Company Act, the Securities Exchange Act, and other relevant laws and regulations.

The Company shall have the Audit Committee organized by all independent directors in accordance with the Securities Exchange Act. For matters regarding the competence and related events, the Company shall follow the Securities Exchange Act and other relevant laws and regulations.

The Company shall be held liable for any conduct by a director within his scope of duty during his terms of office and shall maintain valid director liability insurance to the extent required by the laws.

Article 19

The juristic person shareholders of the company have the right to appoint a representative to elect director according to the proportion of the company’s shares they hold to the total number of shares of the company. They also have the right to appoint a representative to elect to fill the vacancy directors and to replace the successor directors.

Article 20

The board of directors shall consist of the directors of the Company; the chairman of the board of directors shall be elected from among the directors by more than half of directors in attendance at a meeting attended by more than two-thirds of the directors. The Chairman of the Board shall preside the Board meetings and act on behalf of the Corporation to external parties.

In case the chairman of the Board of Directors can not exercise his power and authority for any cause, the directors shall elect from among themselves an acting chairman of the Board of Directors.

Article 21

The Board of Directors shall notify the directors of the matters seven days before the m eeting. The Board of Directors may notify the directors by fax or byemail.

If the Board Meeting is conducted by teleconference, directors who attend the meeting th rough video conference shall be deemed attending in person. If the Directors may not be present at the meeting for any reason, he/she may submit a proxy form, enumerating th e purpose of convening such meeting, the scope of authorization, to appoint another dire ctor to attend the meeting. However, in case of any emergency, a Board of Directors me eting may be convened at any time.

The resolutions of the Board of Directors shall, except as otherwise provided by the Co mpany Act, Securities and Exchange Act or other provisions, be attended by more than

  • 39 -

half of the directors, with the consent of more than half ofthe directors present.

Article 22

The Board of Directors shall have the following functions and responsibilities;

  1. Reviewing and determining important rules and bylaws;

  2. Preparing business plans;

  3. Reviewing budgets and audited financial statements;

  4. Hiring or discharging important personnel of the Company;

  5. Preparing surplus distribution or loss make-up proposals;

  6. Preparing proposals to increase or decrease capital;

  7. Determining the procurement and disposition of important properties of the Company; and

  8. Other duties and powers granted by or in accordance with the Company Act or shareholders’ resolutions.

Article 23

The Board of Directors may appoint a secretary to keep records and handle important documents of the company and other business in accordance with the instructions of the Board of Directors.

Article 24 Deleted

Article 25 Deleted

Article 26

The Board shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Company’s operation and with reference to the standards implemented by the other companies in the same industry.

Chapter Five: Manager

Article 27

The Company may have managers. The appointment, removal and compensation of a manager shall be determined in accordance with Article 29 of the Company Act.

Chapter Six: Accounting

Article 28

The company conducts final account closing at end of each fiscal year; the Board of Directors shall work out the following documents and proposed to the shareholders’ meeting in accordance with the legal procedures for adoption:

  1. Business report;

  2. Financial statements; and

  3. Proposal of Concerning Distribution of earnings or offset of Losses.

The appointment, discharge and remuneration of The Company’s Certified Public Accountant is proposed by the general manager and approved by more than half of the Board of Directors.

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Article 29

If the company is profitable (i.e. profit before tax and before remuneration distribution to the employees and Directors)in fiscal year, 0.1% to 10% (inclusive) of the profits shall be allocated as remuneration to employees whereas the Board of Directors meeting will make a resolution to issue the amount in shares or cash, with the issued targets include subordinating employees meeting certain conditions; the aforementioned amount of profits of the Company is resolved by the board meeting to allocate 2%(inclusive) or less as director remuneration. Proposals for both types of remuneration should be reported to the shareholders’ meeting. However, should the Company have accumulated losses, retained amount to cover the losses should be prescribed before allotting both types of remuneration according to the percentages described in the preceding paragraph.

Article 29-1

If there are any earnings after each final account settlement, the Company shall pay off the applicable taxes first, and then distributed in the following order:

  1. Offset accumulated deficits

  2. Appropriate 10% as legal reserve; where such legal reserve amounts to the total.

  3. Set aside 10% of earning as legal reserve, unless the accumulated legal reserve has reached the amount of the total authorized capital of the Company.

  4. If there is still a surplus, the balance shall be added to the accumulated undistributed earnings of the previous year. The Board of Directors shall be delegated to draw up a plan to distribute remaining profits to shareholders and pro rata according to the percentage of shares held by each shareholder.

The Company’s industry is mature. In order to accommodate the capital demand for the present and future business development and satisfy the shareholder’s demand for the cash inflow, the Residual Dividend Policy is adopted for the dividend distribution of the Company. The Ratio for cash dividends shall be not less than 20% of the total dividends.

Chapter Seven: Appendix

Article 30

Any matter not covered by these Articles of Incorporation shall be subject to the Company Act and other relevant laws.

Article 31

These Articles of Incorporation were adopted on April 21, 1978. …….

The 45th amendment was made on June 16, 2023.

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【 Appendices 7 】

WUS PRINTED CIRCUIT CO., LTD.

Shareholding of Directors

  1. The company has issued total of 182,740,536 shares as of April 20, 2024 (book closure date).

  2. In accordance with Article 26 of the Securities and Exchange Act, all directors of the Company shall hold at least 10,964,432 shares.

  3. As of the book closure date of the shareholders meeting (April 20, 2024). The table of total numbers of share held by the directors in the shareholders’ register is as follow, which has met the regulation in Article 26 of the Securities and Exchange Act.

Position Name Current Holding Remarks
Chairman Of
Board
Kang Chung Lung Investment
Co., Ltd.
9,373,111 Name of representative: Hsu,
Huan-Chung
Director Jay Nan Hou Li Co., Ltd. 23,831,693 Name of representative: Lu,
Shu-Fen
Director Chen, Chih-Kang 344,250
Director Huang, Hsin-Chen 0
Director Lin, Ming-Yen 137,700
Director Wu, Yueh-Chen 1,156,680
Independent
Director
Lai, Chien-Hung 0
Independent
Director
Lin, C H 0
Independent
Director
Yang, Shih-Chien 0
Total number of shares held by all Directors 34,843,434
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【 Appendices 8 】

The Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder

Return Rate

Unit: NT$ thousands, except cash dividend per share in New Taiwan Dollars

Unit: NT$ thousands,except cash dividendper share in New Unit: NT$ thousands,except cash dividendper share in New Unit: NT$ thousands,except cash dividendper share in New Taiwan Dollars
Year
Item
2024
(forecast)
Beginning Paid-in Capital 1,827,405,360
Dividend
Distribution
of the currentyear
Cash dividend per share (NT$) (Note)



Changes of
Business
Performance
Number of allotted per share for stock dividend of common
stock
Number of allotted per share for Capital Surplus Transferred to
capital
Profit from operations
The % of increase (decrease) in profit from operations
compared with thepreviousyear
Net Profit after tax
The % of increase (decrease) in Net profit after tax compared
with thepreviousyear
Earnings Per Share (Weighted average number of shares
issued at currentyear)
The % of increase (decrease) in Earnings per share compared
with thepreviousyear
Average annual return on investment (the reciprocal of the P/E
ratio)
Pro Forma
Earnings Per
Share and
P/E Ratio
If stock dividends of
common stock is changed
to allotment of cash
dividends
Pro forma earnings per share
Pro forma average annual return on
investment
If capital surplus
transferred to capital is not
issued
Pro forma earnings per share
Pro forma average annual return on
investment
If capital Surplus
transferred to capital is not
issued and stock dividends
of common stock is
changed to allotment of
cash dividends
Pro forma earnings per share
Pro forma average annual return on
investment

Note:As the Company did not disclose financial forecasts for 2024, so there is no need to

disclose the 2024 forecast information.

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