ZENITRON — AGM Information 2023

Jun 28, 2023

==> picture [187 x 33] intentionally omitted <==

Minutes of 2023Annual Shareholders’ Meeting

(Translation)

Time ： 9:00 a.m., Friday, June 9, 2023

Place ： Zenitron Corp. Headquarters Meeting Room

(8F, No. 8, Lane 250, Xinhuer Road, Neihu District, Taipei City, Taiwan 114)

Quorum ： 131,272,208 shares were represented by the shareholders and proxies present ((Including

12,593,014 shares from electronic voting), which amounted to 59.37% of the Company’s 221,105,173 issued and outstanding shares.

Board Member Present ： CHOU YEOU-YIH, CHEN HSIN-YIH, HSIEH SHIH-FU, The representative of YUTSENG INVESTMENT ： CHOU CHUN-KUANG , The representative of

ZENITEX INVESTMENT ： CHOU CHUN-HSIEN, HSU JUI-MAO (Independent Director), LIAO FU-LUNG (Independent Director).

7 members of Board of Directors are present.

In attendance ： CFO ： Yu, Shu-I

CPA of PwC Taiwan ： Chen, Jin-Chang

Lawyer of Security & Integrity Law firm ： Yetty Chen

Chairman ： CHOU YEOU-YIH, the Chairman of Board Director

Recorder ： Alicia Huang

Meeting Commencement Announced ： The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.

Chairman’s Address ： (Omitted)

Report Items

1. The 2022 Business Report. (Please refer to Attachment I)

2. The 2022 Audit Committee’s Review Report. (Please refer to Attachment II)

3. Report of 2022 employees’profit sharing bonus and directors’ compensation. In accordance with Company Act and regulations of Company’s Articles of Incorporation, the employees’ profit sharing bonus and directors’ compensation are to be distributed as NT$32,000,000 and NT$26,000,000, respectively, and all in cash

4. Report of the 2022 Cash Dividends.

5. (1) The Board of Directors approved the cash dividends distributed from surplus as NT$660,390,126 (NT$3 per share).

6. (2) The cash dividend is to be distributed to each share based on the percentage of actual holding shares on the record date for distribution and shall be rounded down to the nearest dollar. The total of any fractional amount less than one dollar will be adjusted, where number from the decimal point is from large to small and the account number is adjusted from front to back to meet the total cash dividend allocation.

7. (3) In the event that proposed distribution of earnings is affected by a change in the Company's outstanding common shares, the Chairman shall be authorized to handle such revision.

Proposed Resolutions

Proposal 1 (Proposed by the Board of Directors)

Subject: Adoption of the 2022 Business Report and Financial Statements.

Explanation:

1. The business report, parent company only financial report and consolidated financial report of 2022 of the company have been accomplished.

2. The aforementioned financial statements have been certified by Chen, Jin-Chang and Liao, Fu-Ming, CPAs of PwC Taiwan, and reports have been verified.

3. Enclosed with attachments:

4. a. Business Report (Please refer to Attachment I)

5. b. Independent Auditors’ Report and the Financial Statements (including consolidated financial statement) (Please refer to Attachment III)

6. Please kindly ratify the 2022 Business Report and Financial Statements.

Resolution:

Voting Results: Shares represented at the time of voting: 131,272,208

Voting Results:Shares represe	nted at the time of v	oting: 131,272,208
Voting Results	in person/ by proxy votes	electronic votes	toatl votes	percentage
approval votes	118,679,184	8,716,524	127,395,708	97.04%
disapproval votes	0	32,738	32,738	0.02%
invalid votes	0	0	0	0.00%
abstention votes /No Votes	10	3,843,752	3,843,752	2.92%

RESOLVED, that the above proposal be and hereby was approved as proposed.

Proposal 2 (Proposed by the Board of Directors)

Subject: Adoption of the 2022 Earnings Distribution.

Explanation:

1. The 2022 Earnings Distribution table has been accomplished. (Please refer to Attachement IV)

2. Please kindly ratify the 2022 Earnings Distribution

Resolution:

Voting Results: Shares represented at the time of voting: 131,272,208

Voting Results:Shares represe	nted at the time of v	oting: 131,272,208
Voting Results	in person/ by proxy votes	electronic votes	toatl votes	percentage
approval votes	118,679,184	8,982,695	127,661,879	97.24%
disapproval votes	0	34,567	34,567	0.02%
invalid votes	0	0	0	0.00%
abstention votes /No Votes	10	3,575,752	3,575,762	2.72%

RESOLVED, that the above proposal be and hereby was approved as proposed.

Matters for Election and Discussion

Proposal 1 (Proposed by Board of Directors)

Subject: Election of one Independent Director.

Explanation:

1. In compliance with the laws and regulations, one independent director will be elected at this Annual Shareholders’ Meeting.

2. According to Article 17 of the Articles of Incorporation, director shall be elected adopting candidates’ nomination system, and the shareholders shall elect the directors from the nominated director candidates. The tenure of office of the new director will start from June 9, 2023 to July 4, 2024.

3. The nomination list has been resolved by the Board meeting dated March 15, 2023, and please refers to Attachment V for the nomination list of independent director.

4. This election is conducted in accordance with Company’s Procedures for Election of Directors.

Election Results:

ID	NAME	votes
F22417****	YEH, FU-LING	126,747,605

Proposal 2 (Proposed by Board of Directors)

Subject: Releasing Director from Non-competition restrictions.

Explanation:

1. According to Article 209 of the Company Act, 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.

2. In order to benefit from the expertise and relevant experience of the directors of the Company, the Company shall release the restrictions on the competitive behavior of the newly elected independent director and submit it to the Shareholders' Meeting for approval in accordance with the law. For information of the non-competition restriction of newly elected independent director, please refer to Attachement VI.

Resolution:

Voting Results: Shares represented at the time of voting: 131,272,208

Voting Results:Shares represe	nted at the time of v	oting: 131,272,208
Voting Results	in person/ by proxy votes	electronic votes	toatl votes	percentage
approval votes	118,679,184	8,575,998	127,255,182	96.93%
disapproval votes	0	397,008	397,008	0.30%
invalid votes	0	0	0	0.00%
abstention votes /No Votes	10	3,620,008	3,620,018	2.75%

RESOLVED, that the above proposal be and hereby was approved as proposed.

Extemporary Motions: None.

Adjournment: 10:20 AM, June 9, 2023

【 The content of the statement recorded in this meeting minutes is only a summary. The actual speech shall be subject to on-site video and audio recording. 】

Attachment I

I. The 2022 Business report.

1. Implementation results of business plan

The revenue of 2022 was NT$19,452,860 thousand, a decrease of NT$2,083,730 thousand and a decline rate of 9.68% over NT$21,536,590 thousand in 2021. Net income before tax in 2022 was NT$821,806 thousand, a decrease of NT$132,800 thousand and a decline rate of 13.91% over NT$954,606 thousand in 2021.

Consolidated revenue has reached NT$40,022,922 thousand in 2022, a decrease of NT$2,021,804 thousand and a decline rate of 4.81% over NT$42,044,726 thousand in 2021. Net income before tax in 2022 was NT$906,679 thousand, a decrease of NT$174,096 thousand and a decline rate of 16.11% over NT$1,080,775 thousand in 2021.

2. Budget execution status

Financial forecast for 2022 is undisclosed so there is no budget execution status available.

1. Analysis of financial income, expenditure, and profitability:

(Parent Company Only)

Year Items of analysis	Year Items of analysis	Financial Analysis	Financial Analysis
		2021	2022
Financial Structure (%)	Debt to assets ratio	68.21	67.23
	The ratio of long-term funds to property, plant and equipment	1,642.28	1,678.92
Profitability	Return on asset(%)	5.91	5.03
	Return on equity (%)	17.39	13.21
	Ratio of Pre-tax Profit to Paid-in capital(%)	44.64	37.61
	Profit ratio(%)	4.07	3.67
	Earningsper share(NT$)	4.10	3.30

(Consolidated)

Year Items of analysis	Year Items of analysis	Financial Analysis	Financial Analysis
		2021	2022
Financial Structure (%)	Debt to assets ratio	75.70	74.59
	The ratio of long-term funds to property, plant and equipment	1,427.35	1,467.75
Profitability	Return on asset(%)	4.72	4.46
	Return on equity (%)	17.39	13.21
	Ratio of Pre-tax Profit to Paid-in capital(%)	50.54	41.49
	Profit ratio(%)	2.08	1.78
	Earningsper share(NT$)	4.10	3.30

II. 2022 Business Plan Overview

1. Operating policies

2. (1) To plan the mid/long-term development strategy, aiming for continuous growth of company profit and sustainability of operation.

3. (2) To create the maximum value of semiconductor component distributors in the supply chain and establish and operate long-term customer-supplier relationships.

4. (3) To build a harmonious labor-management relationship and create a win-win situation for employees and the company.

5. Expected sales volume and its basis

Due to the quantitative easing of monetary policy during the pandemic era, in addition to the Russia-Ukraine war broke out in the beginning of the year, many key countries worldwide have been sunk in inflation crisis, leading global central banks, led by the U.S. Federal Reserve, to respond in a rush pace of rate hikes. While trying to stabilize commodity prices, fluctuations in global stock and exchange markets have also been triggered. It is foreseeable that the campaign of inflation and interest rate hikes will continue in 2023 and become a major uncertainty factor for the global economy. Despite Taiwan's consumer price index (CPI) was relatively stable in 2022, however, the unexpected increase ratio in industrial electricity in the middle of the year and the continuous increase in basic wages for many years, coupled with the concern of imported inflation caused by the weakening New Taiwan dollar exchange rate shall bear root for uncertainty for price fluctuations in 2023. The CIER and TIER predicts the Taiwan economic growth rate in 2023 stands at 2.81% and 2.91% respectively, not as robust as 3.2% and 3.45% in 2022.

In 2023, Taiwan's high-tech industry will face dual challenges from geopolitics and the market. As global economic growth is slowing down, conservative consumer spending has caused the demand for electronic terminals declined. Under the pressure of inventory dematerialization, the booming expansion investment is expected to turn conservative in the short term, and high-tech enterprises shall reorganize their strategies. The scientific and technological campaign among major countries has not slowed down the pace of technological investment. Taking semiconductors as an example, demand of advanced process exceeds supply with the development of metaverse and high-performance computing, Taiwan and other countries have introduced semiconductor laws and tax incentives one after another. Leading foundry OEMs have never stopped their plans to expand overseas production capacity, even during heated Taiwan Strait conflict, the pace of de-sinicization has even accelerated. From a long-term perspective, the development of metaverse and high-performance computing will boost momentum for growth into the high-tech industry.

Inflation, talent shortage and sustainability transformation, the traditional manufacturing industry is accelerating the adjustment and reform.

The outburst of Russia-Ukraine war in the beginning of 2022 intensified the cost pressure brought by inflation on Taiwan's traditional manufacturing industry. As mainland China's policy shifts from economic development to security focus, the progress of foreign businessmen withdrawing from mainland China have accelerated. Southeast Asia and Central and South America also attract manufacturing industries for investment with competitive labor force and industrial preferential policies, so the short chain restructuring of the supply chain shall continue in 2023. Nevertheless, due to the economy recession, corporate investment and risk management will be more prudent.

In addition, Taiwanese small and medium enterprises, under the requirements of downstream customers in 2022, also face the sustainability transformation and urgency of achieving net zero goals by 2050. For Taiwan SMEs, this is also an opportunity to lay the foundation for future development through sustainability transformation. As the market's emphasis on sustainability continues to increase without any fall, Taiwan's small and medium-sized manufacturing industries must engage in sustainability transformation in all aspects to improve net-zero efficiency, and the sooner deployment can be creating the advantage to entrants.

The consumer industry is one of the industries most affected by inflation. The impact of the inflation is much higher than expected due to the spread of the Ukrainian-Russian War, and it is expected to continue until 2023. In addition to the cost increase caused directly by the rising raw material prices, the general increase in wages and high energy prices are all factors that diminish corporate profits. The depreciation of the Taiwan dollar and foreign exchange fluctuations caused by the continuous strong U.S. dollar will also affect companies that rely on imported raw materials. Although consumer demand is gradually recovering after the pandemic lockdown ease, the consumer industry is still struggling getting rid of the enormous cost pressure.

Crisis is also a turning point. Taiwan’s consumer industry has laid the foundation for the changes in the retail sector caused by cross-industry mergers and acquisitions in recent years. In 2023, while the demand is recovering, the omni-channel integration and sustainable wave that consumer companies have cultivated in the past few years will start a new growth momentum. Through the integration of cross-channel cash flow and information flow, vendors may connect different channels to accurately analyze consumer profiles, deepen consumer experience, and seamlessly provide personalized diverse services. When building a high wall of diversification and differentiation, the development trend of winner-take-all is also established in Taiwan's retail industry in the future.

Facing changes of buying habit from consumers in recent years, traditional car manufacturers have also started to expand and develop diverse services to meet consumers' demand for cars, such as the rise of leasing or sharing platforms, which has also driven the auto industry to reconsider business models, develop ecosystems, expand the need of automotive electronics, and also bring new business opportunities to Taiwan's automotive supply chain.

In addition, facing the rapid rise of electric automobiles in the past few years, as traditional car manufacturers have successively launched electric vehicle models, the market has gradually jump out of monopoly scope. However, Taiwan's current charging stations are still under deployment, and the specifications of each charging stations are different, so the mileage anxiety of car owners has not yet been satisfied. The deployment speed of basic facilities such as charging stations and the degree of service integration will be the key to promoting the development of Taiwan's electric automobiles market.

Facing the gloomy economic outlook and the unclear interest rate situation in 2023, the operating environment of the financial industry will be even more critical. Even though the rise in interest rates is conducive to the increase in lending income of financial companies, the return on investment in asset portfolios held by insurance companies and funds has increased. However, from another perspective, consumers and businesses will also reduce non-essential capital needs at the same time. With the overall economic recession, and the financial industry will be more cautious in financial risk control in 2023.

Problems such as external geopolitics, challenges of the global economic outlook, and internal

talent shortage have made 2023 a relatively unstable start for Taiwan's industry. Along with inflation and economic downturn, costs remain high, and the recovery speed of the terminal market is not as fast as expected, so the profit margin of enterprises is under considerable pressure. In response to inflation and geopolitical uncertainties, the market in 2023 is more unpredictable. In addition, the challenges brought about by talent shortage and sustainability transformation, many Taiwanese companies have accelerated the introduction of digital tools during the pandemic. A variety of data accumulated over the past few years, enterprises can use this to adjust their own business nature and refocus on the core strategy of the enterprise in the current economic downturn, so as to ensure that the action direction in digital transformation, net zero strategy and even talent development is consistent with the long-term development strategy of the enterprise. Taiwanese enterprises may also make good use of tools such as cooperation and mergers and acquisitions to find undervalued targets, accelerate exit from high-risk areas, deploy key resources for future growth, and prepare in advance for the next wave of market reversal opportunities.

1. Significant Marketing Policies

2. (1) Focus on application areas of seven major products

3. Facing the increasingly fierce competition in the electronics industry, Zenitron is committed to becoming a "value-added supplier of application design solutions." We strengthen our own research and development capabilities, break away from the trading of traditional components, provide customers with overall solutions, speed up the time for customers to launch their products, and create irreplaceable value. In order to match the solution-oriented marketing mode, the Company integrated the existing marketing team and also commit to training FAE and R&D designers. Currently effectiveness through hard work of application design solutions has gradually shown, and specific solutions in seven areas such as, “handheld devices”, “computers and peripherals”, “power management”, “consumer electronics", "communication and network", "industrial power supply", and "automotive electronics". In addition to focusing on the integration of existing agency line products, we also set up a market development department to actively seek new agency lines to strengthen the competitiveness of various solutions.

4. (2) Continue to expand product line

5. In response to the epidemic, the reduction of personnel flow and contact needs will further catalyze the development of IoT technology. Within this technology, related IoT devices used for manufacturing, medical monitoring, and service reception are the main growth drivers. Related IoT devices will integrate AI computing, image recognition, high-speed transmission and other hardware collocations based on requirement of users and environments; related functions to the processing performance of related semiconductors, Netcom integration, and power consumption are with higher requirements. Therefore, no matter from the upstream chip to the downstream end product, cloud big data, 5G transmission, data center and artificial intelligence will be the focus of future development. The company also focuses on key applications and expands its agent product line to provide better services.

6. (3) Strengthen FAE technical support and capabilities of design and development, and focus on solution and marketing strategies

7. It is the company's business strategy to become a “value-added distributor with leading technology". Therefore, mastering new technologies, training professional R&D talents, and developing high-quality application design solutions are important goals for the company's talent cultivation. By providing solutions, customers’ research and development costs and

time can be reduced, also customers’ loyalty can be cultivated so as to widen the gap with competitors. On the other hand, the development of its own technology will help the company strive for new product agency rights and strengthen the competitiveness of its product line.

• (4) Cooperate with IC Design House to develop new products

• Semiconductor component distributors are the bridge between the upstream IC Design House and the downstream system factories. They grasp first-hand market information and can provide reference for upstream suppliers in product development and marketing. The company has established further partnerships with IC Design House at home and abroad, actively participated in the development of new products, and sold through the company’s channels to create a win-win situation.

• (5) Establish strategic alliances to increase product agency opportunities The company is also constantly seeking business opportunities in new markets to increase its competitive advantage. In the long run, the main core of the focus of company’s development will still be the semiconductor component channel. In the future, Company will focus on its own business and extend its investment in electronic channel-related businesses, and master technology and semiconductor industry through investment in upstream IC Design House or strategic alliances with peers. Zenitron increases product agency opportunities, creates revenue growth and profit sources, and expands the service depth of the component channel industry for upstream, midstream, and downstream related manufacturers.

• Future development strategy

Facing the increasingly fierce competition in the electronics industry, Zenitron is committed to becoming a "value-added supplier of application design solutions". To create irreplaceable value of the Company, we strengthen own R&D capabilities, break away from the trading of traditional components, provide customers with overall solutions, and accelerate customers’ product launches time schedule. To align with the solution-oriented marketing mode, the company not only integrates the existing marketing team but also strives to train FAE and R&D design personnel. The current efforts in application design solutions have gradually shown results in seven major fields including "Handheld Devices", "Computers and Peripherals", "Consumer Electronics", "Communications and Networks", "Industrial Power", and "Automotive Electronics", all with specific program content. In addition to focusing on the integration of existing agency line products, we also set up a market development department to actively seek new agency lines to strengthen the competitiveness of various solutions.

1. The influence of the external competition environment, the legal environment and the overall operation environment

2. Changes in the global economic climate, exchange rate fluctuations, interest rate adjustments, updates in relevant policies and regulations, and the international situation uncertainty all affect company financial business; therefore, in response to the possibility and impact of various risk factors, the company conducts risk control and management in the scope of market, environment, finance and operation.

COVID-19 pandemic has prompted enterprises to accelerate the pace of digital transformation, and important IT infrastructure, such as Netcom and computing industries, is taking advantage of the situation and thriving. Products services such as the Internet of Things, Cloud computing, and industrial computers focus on technologies and scenarios of smart medical care, edge computing, and long-distance non-contact that enhance enterprise resilience and survival flexibility. Constant growth of demand for more types and quantities of semiconductor components will be driven by AI combined with emerging technologies and applications such as the Internet of Things, automotive electronics, and compound semiconductors, and so

becoming the main driving force to the growth of the semiconductor industry in the post-epidemic era.

Looking forward to the international political and economic situation in 2023, the global economic outlook still faces many downside risks. For example, major central banks in the United States and Europe have simultaneously implemented drastic interest rates hikes, the funding environment has recessed, and the strong US dollar has made economies with a large number of US dollar-denominated liabilities more vulnerable, directly endangering the stability of financial institutions, and the widening debt crises in these economies will drag on global growth. In particular, the U.S.-China dispute impacts the development of globalization. The United States imposes chip export controls on mainland China and is actively allying with international allies against China. In March 2022, the US proposed a Chip 4 Alliance, aiming for enhancement of “safety” and “resilience" of semiconductor supply chain, including lessening the world's dependence on chips manufactured in mainland China. Affected by rising global geopolitical risks, major countries continue to promote the localization and regionalization of key material supply chains. Countries such as the US and Europe have successively introduced chips Act to consolidate the security of the semiconductor supply chains, and this may reform the division of labor in the global supply chain.

The company set the goal of becoming an international semiconductor component distributor. The management team shall adhere to stable and conservative operation principles, build a thorough service network by a dense business marketing system, proactively accelerate market share and expand revenue scales, and improve profit level to face the severe challenges in the future.

Attachment II

Zenitron Corporation

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 Business Report, parent company only financial statement and consolidated financial statement, as well as the proposal of earnings distribution. The financial statements have been certified by Chen, Jin-Chang and Liao, Fu-Ming, CPAs of PwC Taiwan and reports been verified. The aforementioned business report, together with the financial reports and proposal of earnings distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of Zenitron Corp., in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Submitted to

2023 Annual Shareholders’ Meeting of Zenitron Corporation

Chairman of the Audit Committee: Hsu, Jui-Mao

March 15, 2023

Attachment III

==> picture [501 x 504] intentionally omitted <==

==> picture [498 x 509] intentionally omitted <==

==> picture [498 x 443] intentionally omitted <==

==> picture [498 x 563] intentionally omitted <==

==> picture [497 x 497] intentionally omitted <==

==> picture [498 x 95] intentionally omitted <==

==> picture [206 x 43] intentionally omitted <==

==> picture [498 x 98] intentionally omitted <==

==> picture [213 x 68] intentionally omitted <==

==> picture [81 x 48] intentionally omitted <==

==> picture [147 x 130] intentionally omitted <==

==> picture [81 x 69] intentionally omitted <==

==> picture [146 x 209] intentionally omitted <==

==> picture [41 x 168] intentionally omitted <==

==> picture [41 x 168] intentionally omitted <==

==> picture [334 x 170] intentionally omitted <==

==> picture [137 x 588] intentionally omitted <==

==> picture [212 x 68] intentionally omitted <==

==> picture [41 x 169] intentionally omitted <==

==> picture [32 x 89] intentionally omitted <==

==> picture [41 x 169] intentionally omitted <==

==> picture [31 x 89] intentionally omitted <==

==> picture [520 x 640] intentionally omitted <==

==> picture [333 x 775] intentionally omitted <==

==> picture [492 x 544] intentionally omitted <==

==> picture [488 x 78] intentionally omitted <==

==> picture [496 x 95] intentionally omitted <==

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public 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

==> picture [494 x 81] intentionally omitted <==

==> picture [425 x 45] intentionally omitted <==

==> picture [497 x 143] intentionally omitted <==

==> picture [69 x 61] intentionally omitted <==

==> picture [46 x 59] intentionally omitted <==

==> picture [147 x 56] intentionally omitted <==

==> picture [138 x 45] intentionally omitted <==

==> picture [497 x 125] intentionally omitted <==

==> picture [435 x 45] intentionally omitted <==

==> picture [497 x 62] intentionally omitted <==

==> picture [499 x 95] intentionally omitted <==

==> picture [206 x 59] intentionally omitted <==

==> picture [494 x 98] intentionally omitted <==

==> picture [217 x 68] intentionally omitted <==

==> picture [221 x 516] intentionally omitted <==

$ 1,374,575 20,259 810 164,073 7,438,333 74,863 11,095,522 236,324 20,404,759 7,116 605,360 420,424 25,521 35,948 168,060 65,527 1,327,956 $ 21,732,715	6 - - 1 35 - 51 1 94 - 3 2 - - 1 - 6 100	$ 1,615,196 7 23,064 - 727 - 286,952 1 9,300,481 43 109,955 1 8,655,709 40 147,553 1 20,139,637 93 - - 973,995 5 426,533 2 62,087 - 36,492 - 81,454 - 66,314 - 1,646,875 7 $ 21,786,512 100

==> picture [217 x 68] intentionally omitted <==

==> picture [200 x 590] intentionally omitted <==

$ 11,159,622 897,758 2,477 2,563,319 595,540 157,745 23,872 161,589 15,561,922 456,426 114,479 2,263 76,062 649,230 16,211,152 2,184,054 841 1,118,544 854,384 1,105,399 258,341 5,521,563 $ 21,732,715	51 4 - 12 3 1 - 1 72 2 1 - - 3 75 10 - 5 4 5 1 25 100	$ 9,598,056 699,361 2,525 4,616,535 498,566 157,658 42,730 82,935 15,698,366 577,835 115,882 21,307 80,890 795,914 16,494,280 2,138,249 - 1,036,486 766,625 1,066,524 284,348 5,292,232 $ 21,786,512	44 3 - 21 2 1 - 1
			72
			3 1 - -
			4
			76
			10 - 5 3 5 1
			24
			100

==> picture [278 x 578] intentionally omitted <==

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

$ 40,022,922 100 $ 42,044,726 100
( 37,297,722 ) ( 93 ) ( 39,557,880 ) ( 94)
2,725,200 7 2,486,846 6
( 1,116,524 ) ( 3 ) ( 1,069,211 ) ( 2)
( 393,888 ) ( 1 ) ( 353,456 ) ( 1)
( 1,510,412 ) ( 4 ) ( 1,422,667 ) ( 3)
1,214,788 3 1,064,179 3
7,295 - 2,734 -
64,804 - 61,064 -
( 58,880 ) - 69,117 -
( 321,328 ) ( 1 ) ( 116,319 ) -
( 308,109 ) ( 1 ) 16,596 -
906,679 2 1,080,775 3
( 192,107 ) - ( 203,065 ) ( 1)
$ 714,572 2 $ 877,710 2
$ 3,547 - ($ 10,595 ) -
( 122,886 ) ( 1 ) 19,523 -
( 709 ) - 2,119 -
254,490 1 ( 69,535 ) -
$ 134,442 - ($ 58,488 ) -
$ 849,014 2 $ 819,222 2
$ 714,572 2 $ 877,710 2
$ 849,014 2 $ 819,222 2
$ 3.30 $ 4.10
$ 3.03 $ 3.94
----- End of picture text -----

==> picture [219 x 775] intentionally omitted <==

==> picture [178 x 41] intentionally omitted <==

==> picture [249 x 508] intentionally omitted <==

	$	906,679			$	1,080,775
(		880	)			3,986
(		2,400	)	(		23,123	)
		69,927				68,915
		91				351
		321,328				116,319
(		7,295	)	(		2,734	)
(		12,558	)	(		20,566	)
		4,001		(		1,683	)
		1,987,427		(		196,865	)
		43,148		(		13,581	)
(		2,439,813	)	(		2,278,197	)
(		88,771	)	(		63,007	)
(		2,053,264	)			213,231
		56,360				52,949
		78,654				9,990
(		1,281	)			8,977
(		1,138,647	)	(		1,044,263	)
		7,295				2,734
(		280,714	)	(		114,505	)
(		292,685	)	(		113,480	)
(		1,704,751	)	(		1,269,514	)
(		7,500	)			-
(		29,920	)	(		29,840	)
		6,142				14,423
		273,286				13,571
(		12,397	)	(		8,528	)
		171				71
(		823	)			1,463
(		2,902	)	(		6,713	)
		12,558				20,566
		238,615				5,013
		1,561,566				929,953
		198,397				149,855
(		47,945	)	(		41,791	)
		-				649,960
(		748,387	)	(		406,300	)
		-				2,147
		963,631				1,283,824
		261,884		(		80,350	)
(		240,621	)	(		61,027	)
		1,615,196				1,676,223
	$	1,374,575			$	1,615,196

Attachment IV

Zenitron Corporation

2022 Earnings Distribution Table

Unit: NT$

Item Undistributed Earnings, beginning of period Plus (Less): Adjustments of 2022 Retained Earnings Undistributed Earnings after Adjustment Net profit after tax 2022 Less: Legal Reserve Special Reserve Earnings in 2022 Available for Distribution Accumulated Retained Earnings Available for Distribution Less: Distribution Earnings: Dividends to Share Holder- Cash (NT$3.0 per share) Undistributed Earnings, end of period	Amount
	230,377,872 160,448,355
	390,826,227
	714,572,310 (87,502,067) 0
	627,070,243
	1,017,896,470 (660,390,126)
	357,506,344

• Note:1.Earnings in 2022 available for distribution are prioritized for earnings distribution allocation for current year, and the shortfall will be allocated by the balance available for distribution in 2021, and so forth.

• 2.Distribution of dividends is based on 220,130,042 Shares Outstanding upon resolution of the Board of Directors on March 15, 2023

Attachment V

List of Independent Director Candidate

Lis	t of Independent Director Candidate
Name or Account	Educational Background/ Main Experience
YEH, FU-LING	Master of Business Administration, Katz School, University of Pittsburgh Master of Fine Arts, Department of City Planning, University of Pennsylvania Bachelor of Arts, Department of Sociology, National Taiwan University COO, CVCA Corporate Venture Capital Alliance Vice President, Industrial Technology Investment Corporation. Independent Director, Tainergy Tech Co., Ltd Chairman, Choice Biotech Founder, CTY Ventures

Attachment VI

Release of the Non-Competition Restrictions of Independent Director

Name	Concurrent Position/Title Held in Other Company
YEH, FU-LING	COO, CVCA Corporate Venture Capital Alliance
	Independent Director, Tainergy Tech Co., Ltd