ZIPPY - AGM Information 2022 | FinancialReports.eu

ZIPPY TECHNOLOGY CORP. Minutes of 2022 Annual General Shareholders’ Meeting (Translation)

Time and Date: 9:00 am., May 27, 2022

Place: No. 20-2, Sanmin Rd., Xindian Dist., New Taipei City 231

Quorum: 112,283,166 shares were represented by shareholders in person and by proxy (including by exercising voting rights electronically: 10,802,517 shares), which are mounted to 73.55% of the Company’s 152,648,688 issued and outstanding shares.

Chairman: Chou, Chin-Wen Recorder: Cheng, Po-Jui

Board Members Present:

Director: Chou, Chin-Wen / Kao, Ming-Chuan / Tsai, Chin-Shan / Shih, Tsun-Te / Lin, Hsien-Chang

Independent Director: Chou, Chai-Fa / Chen, Huang-Hung Supervisor: Chung, Yen-Yen

Attendance: Kuo, Rou-Lan, CPA / Chen, Howard, Attorney-at-Law

1. Call the Meeting to Order

The Chairman announced that the aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.

2. Chairman Remarks: (Omitted)

3. Report Items:

a. 2021 Business report (Please refer to Attachment 1)
b. Supervisor’s Review Report on the 2021 Financial Statements (Please refer to Attachment 2)
c. The Status of Distribution Remuneration of Employees and Directors in 2021
d. To report the amendment of “Codes of Ethical Conduct” (Please refer to Attachment 3)

4. Ratification Items

Proposal: Ratification of the 2021 Business Report and Financial Statements Explanation:

a. The Company’s 2021 Consolidated and Individual financial statements were audited by the CPA firm of KPMG, and can represent the financial and operating status of the company. Also Business Report and Financial Statements have been approved by the board of directors on 3/7/2022, and examined by the supervisors.
b. The 2021 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements are attached hereto as Attachment 1 and Attachment 4.
Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

104,225,516 shares with voting rights were present cast.	when votes were
Result	% of the total votingrights
The number of voting rights for approval is 100,271,671, among which 6,849,072 was exercised byelectronic transmission	96.20%
The number of votes against is 2,751, among which 2,751 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,951,094, among which 3,950,694 was exercised byelectronic transmission	3.79%

Proposal: Adoption of the Proposal for Distribution of 2021 Profits Explanation:

a. The 2021 Profit Distribution had been resolved by the Board of Directors on 3/7/2022.
b. Profit Distribution Table is attached hereto as Attachment 5.

c. Upon the approval of the Annual General Shareholders’ Meeting, it is proposed that the Board of Directors be authorized to resolve the exdividend date, ex-rights date, and other relevant issues.
d. If payout ratio has been changed due to the number of outstanding shares affected by a buyback of common shares or a transfer, conversion, retirement of treasury stocks, it is proposed that the Board of Directors be fully authorized to deal with.
Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

Result	% of the total votingrights
The number of voting rights for approval is 100,403,751, among which 6,981,152 was exercised byelectronic transmission	96.33%
The number of votes against is 2,750, among which 2,750 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,819,015, among which 3,818,615 was exercised byelectronic transmission	3.66%

5. Discussion Items

Proposal: Discussion of Amendments to the “Articles of Incorporation”. Explanation:

a. The “Articles of Incorporation” is proposed to be amended in order to cooperate with the Company to set up an audit committee to replace its supervisors and comply with ROC Company Act.
b. Please refer to Attachment 6 for related documents.
c. Please proceed to discuss.

Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

104,225,516 shares with voting rights were present cast.	when votes were
Result	% of the total votingrights
The number of voting rights for approval is 100,384,323, among which 6,961,724 was exercised byelectronic transmission	96.31%
The number of votes against is 4,097, among which 4,097 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,837,096, among which 3,836,696 was exercised byelectronic transmission	3.68%

Proposal: Discussion of Amendment to the “Procedures for Election of Directors and Supervisors”.

Explanation:

a. The “Procedures for Election of Directors and Supervisors” is proposed to be amended in order to cooperate with the Company to set up an audit committee to replace its supervisors and be renamed as “Procedures for Election of Directors”.
b. Please refer to Attachment 7 for related documents.
c. Please proceed to discuss.
Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

% of the total Result voting rights The number of voting rights for approval is 100,396,209, among 96.32% which 6,973,610 was exercised by electronic transmission

Result	% of the total votingrights
The number of votes against is 4,210, among which 4,210 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,825,097, among which 3,824,697 was exercised byelectronic transmission	3.67%

Proposal: Discussion of Amendments to the “Rules and Procedure for Shareholders Meeting”.

Explanation:

a. The “Rules and Procedure for Shareholders Meeting” is proposed to be amended in order to cooperate with the Company to set up an audit committee to replace its supervisors and comply with ROC Company Act.
b. Please refer to Attachment 8 for related documents..
c. Please proceed to discuss.
Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

Result	% of the total votingrights
The number of voting rights for approval is 100,394,230, among which 6,971,631 was exercised byelectronic transmission	96.32%
The number of votes against is 5,807, among which 5,807 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,825,479, among which 3,825,079 was exercised byelectronic transmission	3.67%

Proposal: Discussion of Amendment to the “Regulations Governing Loaning of Funds”.

Explanation:

a. The “Regulations Governing Loaning of Funds” is proposed to be amended in order to cooperate with the Company to set up an audit committee to replace its supervisors and conform to its business operating condition.
b. Please refer to Attachment 9 for related documents.
c. Please proceed to discuss.
Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

104,225,516 shares with voting rights were present cast.	when votes were
Result	% of the total votingrights
The number of voting rights for approval is 100,379,621, among which 6,957,022 was exercised byelectronic transmission	96.31%
The number of votes against is 20,885, among which 20,885 was exercised byelectronic transmission	0.02%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,825,010, among which 3,824,610 was exercised byelectronic transmission	3.66%

Proposal: Discussion of Amendment to the “Regulations Making of Endorsements and Guarantees”.

Explanation:

a. The “Regulations Making of Endorsements and Guarantees” is proposed to be amended in order to cooperate with the Company to set up an audit committee to replace its supervisors and conform to its business operating condition.
b. Please refer to Attachment 10 for related documents.
c. Please proceed to discuss.

Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

104,225,516 shares with voting rights were present cast.	when votes were
Result	% of the total votingrights
The number of voting rights for approval is 100,380,023, among which 6,957,424 was exercised byelectronic transmission	96.31%
The number of votes against is 19,885, among which 19,885 was exercised byelectronic transmission	0.01%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,825,608, among which 3,825,208 was exercised byelectronic transmission	3.67%

Proposal: Discussion of Amendment to the “Regulations Governing the Acquisition and Disposal of Assets”.

Explanation:

a. The “Regulations Governing the Acquisition and Disposal of Assets” is proposed to be adjusted its structural order and amended in order to conform to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” of Financial Supervisory Commission’s official document NO. 1110380465 on January 28, 2022 and cooperate with the Company to set up an audit committee to replace its supervisors.
b. Please refer to Attachment 11 for related documents.
c. Please proceed to discuss.
Resolution: Approved and acknowledged as proposed by voting: a total of 104,225,516 shares with voting rights were present when votes were cast.

Result	% of the total votingrights
The number of voting rights for approval is 100,398,624, among which 6,976,025 was exercised byelectronic transmission	96.32%
The number of votes against is 3,884, among which 3,884 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 3,823,008, among which 3,822,608 was exercised byelectronic transmission	3.66%

6. Election Matters

Proposal: Proposes to Elect New Directors.

Explanation:

a. The present directors and supervisors (13th) of the Company were elected at shareholders’ meeting on June 5, 2019 for a term of office of three years and the term of office will expire in June 4, 2022.
b. According to Article of Incorporation, the Company shall elect new directors at shareholders’ meeting of this year. The 14th seven directors (including three independent directors) shall be elected and their three-year term will start from May 27, 2022 and conclude on May 26, 2025. The term of present directors will end until the shareholders’ meeting is completed.
c. The Company establishes the Audit Committee, which is composed by the entire number of independent directors, to replace the supervisors.
d. According to Article of Incorporation, the election adopts the candidate nomination system. The list of nominees had been resolved by the Board of Directors as the list of candidates for directors on March 7, 2022 and the shareholders shall elect the directors from the list.
e. Please refer to Attachment 12 for related documents.
f. Please proceed to elect.

Election Results:

Results:
	Candidates	Votes Received	Elected(V)
Account No.	Name
1	CHUNG,YEN-YEN	129,567,632	V
2	CHOU, CHIN-WEN	135,830,327	V
3	KAO,MING-CHUAN	126,968,361	V
4	TSAI, CHIN-SHAN	129,565,322	V
16074	CHOU, CHAI-FA (Independent director)	62,229,126	V
A126XXXX33	CHEN, HUANG-HUNG (Independent director)	59,247,061	V
F222XXXX80	LIU, HSUEH-LI (Independent director)	58,154,529	V

7. Other Proposals

Proposal: Proposal of Release the Prohibition on Directors from Participation in Competitive Business.

Explanation:

a. According to provisions of Company Act Article 209, 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 meeting of shareholders the essential contents of such an act and secure its approval.
b. Under the premise of conforming the business needs and not impairing the interest of the Company, according to provisions of Company Act Article 209, it is proposed to release the prohibition on directors from participation in competitive business.
c. The director who is approved to participate in competitive business: director, Kao, Ming-Chuan. Content of proposal for release the prohibition on directors from participation in competitive business: the chairman of QUAN-FA Corporation Company.
d. Please proceed to discuss.

Resolution: After deducted 7,825,423 shares due to the conflict of interest, approved and acknowledged as proposed by voting: a total of 96,400,093 shares with voting rights were present when votes were cast.

==> picture [469 x 188] intentionally omitted <==

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

% of the total
Result
voting rights
The number of voting rights for approval is 92,412,373, among
95.86%
which 6,814,797 was exercised by electronic transmission
The number of votes against is 97,691, among which 97,691
0.10%
was exercised by electronic transmission
The number of invalid votes is 0 0.00%
The number of votes abstained is 3,890,029, among which
4.03%
3,890,029 was exercised by electronic transmission
----- End of picture text -----

8. Questions and Motions: None.

9. Adjournment

Meeting adjourned at 9:44 am.

The minutes of this general meeting of shareholders only contain the main points of the meeting, and the contents and procedures of the meeting are still subject to the video records of the meeting.
**In case of any discrepancy between the English version and the Chinese version of the minute of 2022 Annual General Shareholders’ Meeting of ZIPPY TECHNOLOGY CORP., the Chinese version shall prevail.

Attachments

Attachment 1

2021 Business Report of ZIPPY TECHNOLOGY CORP.

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Company's Consolidated Balance Sheet on 12/31/21 is as follows:
a. The amount of current assets, including cash and cash equivalents, financial assets measured at fair value through profit or loss, accounts receivable, other receivables, inventories, other current assets, etc., was $2,206,520. The amount of non-current assets, including property, plant and equipment, rightof-use assets, investment property, intangible assets, deferred income tax assets, prepaid equipment payments, refundable deposits and long-term prepaid rent, etc., was $3,489,185. The total amount of total assets was $5,695,775.
b. The amount of current liabilities, including short-term loans, contract liabilities, accounts payable, other payables, current income tax liabilities, lease liabilities, long-term liabilities due within one year or one business cycle and other current liabilities, was $1,044,829. The amount of noncurrent liabilities, including long-term loan, deferred income tax liabilities, lease liabilities, net determined benefit liabilities and guarantee deposits received, etc., was $1,222,772. The total amount of total liabilities was $2,267,601.
c. The total amount of the equity attributable to the owners of the parent company, which included $1,526,487 of common stock, $135,564 in additional paid-in capital, $1,797,660 in retained earnings, and $65,881 in other equity, was $3,393,830. After adding $34,344 of uncontrolled equity, the total amount of total equities was $3,428,174.
The Company’s consolidated Statements of Comprehensive Income for 2021 is as follows:
a. The total amount of consolidated sales revenue was $2,662,857, which included $1,213,328 of micro-switch and $1,449,529 of power supply. The consolidated sales revenue for the year increased by $187,498, compared with last year, an increase of 7.57%.
b. The total amount of operating expenses, which included $1,636,253 of operating costs and $396,764 of operating expenses, was $2,033,017.
c. Non-operating income and expenses included $2,450 of interest income, $139,005 of other income, $24,004 of net losses of other gains and losses,

and $14,884 of financial costs. Total non-operating net income was $102,567.

The company's surplus in 2021 is as follows:
a. The annual net operating income was $629,840, accounting for 25% of the sales revenue. The profit before tax was $732,407, accounting for 28% of the sales revenue; the net profit after tax for the current period was $583,651, accounting for 22% of the sales revenue. Compared with last year, net operating income, pre-tax net profit and current net profit increased by $117,727, $176,291 and $139,199, respectively; the increases were 22.99%, 31.70% and 31.32%
b. The net after-tax comprehensive income/(loss) was ($16,197), and the total comprehensive income for the period was $567,454, accounting for 21% of operating income. The amount of net profit attributable to the owners of the parent company in the current period was $582,520, and the total amount of comprehensive income attributable to the owners of the parent company was $566,313. Compared with last year, the net profit attributable to the parent company’s owners and the total comprehensive income attributable to the parent company’s owners increased by $139,783and $132,420, respectively; the increases were 31.57% and 30.52%, respectively.
c. The basic earnings per share was 3.82, an increase of 0.92 from last year's 2.90, an increase of 31.72%.
d. Looking at it all, along with the epidemic slowdown, increasing vaccination injection rate, and financial relief implementation for global economic recovery, the overall operating conditions of the year 2021 have grown compared with last year. Looking ahead to the year ahead, faced with uncontrollable risks such as the new virus, Omicron, the inflationary spike, the worldwide shipping shortage and the crisis of supply chain disconnection, the company will maintain a certain degree of competitiveness through timely adjustment of business strategies, control costs, enhance the management of supply chain, and face the challenge with courage by constant innovation in order to provide high quality, short delivery time and innovative products and services to meet the needs of customers and ensure sustainable development and growth in the future.

Chairman: Chou, Chin-Wen President: Kao, Ming-Chuan Accounting officer: Cheng, Po-Jui

Attachment 2

ZIPPY TECHNOLOGY CORP.

Supervisor’s Review Report

The Board of Directors has prepared and submitted to us the Company’s 2021 Business Report, Financial Statements, and proposal for profit distribution. The CPA firm of KPMG was retained to audit ZIPPY’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and profit distribution have been reviewed and determined to be correct and accurate by the supervisors of ZIPPY TECHNOLOGY CORP. According to relevant requirements of Article 219 of the Company Law, we hereby submit this report.

ZIPPY TECHNOLOGY CORP.

Supervisor: Chung, Yen-Yen

Supervisor: Su, Chih-Jung Supervisor: Wu, Yu-Chuan

Attachment 3

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Codes of Ethical Conduct”

	Amendment Version	Original Version	Reason
Article 1	Purpose and basis for adoption In recognition of the necessity to assist the Corporation in our establishment of codes of ethical conduct, theseCodesare adopted for the purpose of encouraging directors and managerial officers of the Corporation (including general managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Corporation) to act in line with ethical standards, and to help interested parties better understand the ethical standards of the Corporation. Hereby pursuant to Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM, the Corporation prescribes the Guidelines for compliance.	Purpose and basis for adoption In recognition of the necessity to assist the Corporation in our establishment of codes of ethical conduct, these~~Guidelines~~are adopted for the purpose of encouraging directors, supervisors, and managerial officers of the Corporation (including general managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Corporation) to act in line with ethical standards, and to help interested parties better understand the ethical standards of the Corporation. Hereby pursuant to Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM, the Corporation prescribes the Guidelines for compliance.	The role of supervisors is replaced by the audit committee.
Article 2	Application objective The guidelines adapts to directors, managerial officers and all employees.	Application objective The guidelines adapts to directors, supervisors, managerial officers and all employees.	The same reason as Article 1.
Article 3	Content of the code 1. Prevention of conflicts of	Content of the code 1. Prevention of conflicts of	1. The reasons for amendments of

Amendment Version

interest

The director or managerial officer of the Corporation is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the Corporation to obtain improper benefits for themselves, their spouse, parents, children, or relatives within the second degree of kinship. The Corporation shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The Corporation shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the Corporation.

Minimizing incentives to pursue personal gain The Corporation shall prevent its directors or managerial officers from engaging in using company property or information or taking advantage of their positions. When the Corporation has an

Original Version interest

The director, supervisor, or managerial officer of the Corporation is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the Corporation to obtain improper benefits for themselves, their spous ~~e, parents, children, or relatives.~~ The Corporation shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The Corporation shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the Corporation.

Minimizing incentives to pursue personal gain The Corporation shall prevent its directors ~~, supervisors,~~ or managerial officers from engaging in using company property or information or taking advantage of their positions. When the Corporation has an opportunity

Reason paragraph 1 to 8 are the same as those in Article 1.

In paragraph 1, employees Shall not take advantage of their position in the Corporation to obtain improper benefits for familial relationship within the second degree of kinship.

Amendment Version

opportunity for profit, it is the responsibility of the directors, supervisors, and managerial officers to maximize the reasonable and proper benefits that can obtained by the Corporation.

3. Confidentiality

The directors and managerial officers of the Corporation shall be bound by the obligation to maintain the confidentiality of any information regarding the Corporation itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Corporation or customers.

4. Fair trade

Directors and managerial officers shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation,

nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices

Safeguarding and proper use of company assets All directors and managerial

Original Version for profit, it is the responsibility of the directors, supervisors, and managerial officers to maximize the reasonable and proper benefits that can obtained by the Corporation.

3. Confidentiality

The directors ~~, supervisors,~~ and managerial officers of the Corporation shall be bound by the obligation to maintain the confidentiality of any information regarding the Corporation itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the Corporation or customers.

Fair trade

Directors ~~, supervisors,~~ and managerial officers shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices

Safeguarding and proper use of company assets

Reason

Amendment Version

officers have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes.

Legal compliance

The directors and managerial officers shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.

Encouraging reporting on illegal or unethical activities The Corporation shall raise awareness of ethics internally and encourage employees to report to the director, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. Anonymous reporting shall be allowed. The Corporation shall use its best efforts to ensure the safety of whistle-blowers and protect them from reprisals.
Disciplinary measures When a director or managerial officer violates the code of ethical conduct, the

Corporation shall handle the matter in accordance with the disciplinary measures prescribed in the code. The Corporation shall establish a relevant complaint system to provide the violator with

Original Version

All directors ~~, supervisors,~~ and managerial officers have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes.

Legal compliance

The directors ~~, supervisors~~ and managerial officers shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.

Encouraging reporting on illegal or unethical activities The Corporation shall raise awareness of ethics internally and encourage employees to report to the director, ~~supervisor,~~ managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. The Corporation shall use its best efforts to ensure the safety of ~~informants~~ and protect them from reprisals.
Disciplinary measures

When a directo ~~r, supervisor,~~ or managerial officer violates the code of ethical conduct, the Corporation shall handle the matter in accordance with the disciplinary measures prescribed in the code. The Corporation shall establish a relevant complaint system to

Reason

		Amendment Version	Original Version	Reason
		remedies.	provide the violator with remedies.
Article 6		Enforcement The Corporation's code of ethical conductwas first formulated on Jan.19, 2017, and amended on May 27, 2022. Anyamendments to it shall enter into force after it has been adopted bythe audit committee andthe board of directors, delivered to each supervisor, and submitted to a shareholders meeting.	Enforcement The Corporation's code of ethical conduct on Jan.19, 2017,~~and any~~ amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting.	The same reason as Article 1.

Attachment 4

Independent Auditors’ Report

To the Board of Directors of Zippy Technology Corp.:

Opinion

We have audited the consolidated financial statements of Zippy Technology Corp. and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2021 and 2020, and the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2021 and 2020 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the 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 Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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.

1. Account receivables impairment

Please refer to Note 4(g), Note 5(a) and Note 6(c) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for account receivables, respectively.

Description of the key audit matter:

according to whether they are overdue, calculate the average loss rate of each group in the past five years, and evaluate the current year’s prosperity compared with the previous year. The expected loss rate is adjusted according to changes in the business cycle to recognize the allowance of bad debts. The focus of attention is whether the expected loss rate for impairment is excessively conservative or optimistic. Therefore, the evaluation of account receivables has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for account receivables impairment of the Group to evaluate the suitability of the policy; obtaining the related data from the Group to ensure the process of account receivables impairment is in conformity with the accounting policies; recalculating estimation of account receivables impairment based on the Group’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; executing post-period recovery test to evaluate the suitability of allowance of bad debts recognized at balance sheet date.

2. Inventory Obsolescence Evaluation

Please refer to Note 4(h), Note 5(b) and Note 6(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for inventory, respectively.

Description of the key audit matter:

The main business items of the Group are power supplies and electronic parts. In addition to sales, there are also manufacturing activities. Precious metals are the main materials. As the international situation changes, the price of precious metals will fluctuate. It directly affects the evaluation of inventory value. In the inventory evaluation model of the Group, the inventory is divided into obsolescent and non-obsolescent inventory, and then evaluated separately. If there is no movement in a certain period, it is classified as obsolescence, and recognized 100% of allowance. The focus of attention is whether the provision of allowances for all obsolescence is excessively conservative, and whether the batch of inventory is completely worthless at the time of disposal. Therefore, the evaluation of inventory obsolescence has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for the provision of allowance for inventory of the Group to evaluate the suitability of the policy; obtaining the related data from the Group to ensure the process of inventory valuation is in conformity with the accounting policies; recalculating estimation of inventory valuation based on the Group’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; sampling post-period movement to see whether there is a significant difference between the selling price and the price information used in the evaluation model and to evaluate the suitability of inventory obsolescence losses recognized.

Other Matter

Zippy Technology Corp. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unqualified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing the Group’s financial reporting process.

Auditor’s 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 auditor’s 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period 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 audit resulting in this independent auditors’ report are Rou-Lan Kuo and Ying-Ru Chen.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2022

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2021.12.3	1	2020.12.	2021.12.3	1	2020.12.	31
Amount	`％`	Amount	Amount	`％`	Amount	`％`
$ 754,876) 82,775) 28,810) 404,435) 13,894) 902,423) 19,377)	13) 2) 1) 7) - 16) -	688,556) 112,793) 36,953) 455,818) 9,920) 670,125) 67,345)	$ 43,803) 18,143) 30,106) 543,176) 196,261) 149,021) 1,985) 50,000) 12,334)	1) - - 10) 3) 3) - 1) -	260,539) 13,002) 25,986) 374,374) 194,072) 107,926) 1,770) 50,000) 14,222)	5) - - 7) 4) 2) - 1) -
2,206,590)	39)	2,041,510)
1,263,211) 13,616) 2,134,703) 21,346) 33,320) 22,495) 494)	22) - 38) - 1) - -	1,263,501) 13,954) 2,151,223) 22,317) 33,227) 41,917) 553)
			1,044,829)	18)	1,041,891)	19)
			1,158,000) 340) 3,514) 39,907) 21,011)	20 - - 1) -	1,208,000) 536) 3,737) 38,070) 24,345)	22 - - 1) -
			1,222,772)	21)	1,274,688)	23)
			2,267,601)	39)	2,316,579)	42)
3,489,185)	61)	3,526,692)	1,526,487) 135,564) 1,797,660) (65,881)	27) 2) 32) (1)	1,526,487) 135,564) 1,605,789) (51,069)	28) 2) 29) (1)

			3,393,830) 34,344)	60 1)	3,216,771) 34,852)	58 -
			3,428,174)	61	3,251,623)	58
$ 5,695,775)	100)	5,568,202)	$ 5,695,775)	100	5,568,202)	100

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,
2021		`％`	2020	`％`
$ 2,662,857) 1,636,253) 1,026,604) 89,330) 227,208) 77,869) 2,357) 396,764) 629,840) 2,450) 139,005) (24,004) (14,884) 102,567) 732,407) 148,756) 583,651) (1,732) 347) (1,385) (14,812) - (14,812) (16,197) $ 567,454) $ 582,520) 1,131) $ 583,651) $ 566,313) 1,141) $ 567,454) $ $		100) 61)	2,475,359) 1,553,532)	100) 63)
	1,026,604)	39)	921,827)	37)
	89,330) 227,208) 77,869) 2,357)	3) 8) 3) -	96,519) 234,727) 79,578) (1,110)	4) 9) 3) -
	396,764)	14)	409,714)	16)
	629,840)	25)	512,113)	21)
	2,450) 139,005) (24,004) (14,884)	- 5) (1) (1)	7,430) 118,210) (60,553) (21,084)	- 5) (2) (1)
	102,567)	3)	44,003)	2)
	732,407) 148,756)	28) 6)	556,116) 111,664)	23) 5)
	583,651)	22)	444,452)	18)
	(1,732) 347)	- -	1,203) (241)	- -
	(1,385)	-	962)	-
	(14,812) -	(1) -	(9,706) -	- -
	(14,812)	(1)	(9,706)	-
	(16,197)	(1)	(8,744)	-
		21)	435,708)	18)
		22) -	442,737) 1,715)	18) -
		22)	444,452)	18)
		21) -	433,893) 1,815)	18) -
		21)	435,708)	18)
		3.82)		2.90)
		3.80)		2.89)

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

			Equity attributable to owners ofparent	Equity attributable to owners ofparent	Equity attributable to owners ofparent			Non- Controlling Interests	Total Equity
Capital Stock	Capital Surplus		Retained Earnings			Other Equity	Total Equity Attributable to Owners of Parent
Share Capital		Legal Reserve	Special Reserve	Unappropriated Retained Earnings	Total	Exchange Differences on Translation of Foreign Financial Statements
	135,568)	705,065)	23,918	738,504)	1,467,487)	(41,363)	3,088,179)	33,797)	3,121,976)
- -	- -	- -	- -	442,737) 862)	442,737) 862)	- (9,706)	442,737) (8,844)	1,715) 100)	444,452) (8,744)
-	-	-	-	443,599)	443,599)	(9,706)	433,893)	1,815)	435,708)
- - - - -	- - - (4) -	48,684) - - - -	- 17,444 - - -	(48,684) (17,444) (305,297) - -	- - (305,297) - -	- - - - -	- - (305,297) (4) -	- - - - (760)	- - (305,297) (4) (760)
1,526,487) - -	135,564) - -	753,749) - -	41,362 - -	810,678) 582,520) (1,395)	1,605,789) 582,520) (1,395)	(51,069) - (14,812)	3,216,771) 582,520) (16,207)	34,852) 1,131) 10)	3,251,623) 583,651) (16,197)
-	-	-	-	581,125)	581,125)	(14,812)	566,313)	1,141)	567,454)
- - - -	- - - -	44,360) - - -	- 9,706) - -	(44,360) (9,706) (389,254) -	- - (389,254) -	- - - -	- - (389,254) -	- - - (1,649)	- - (389,254) (1,649)
	135,564)	798,109)	51,068	948,483)	1,797,660)	(65,881)	3,393,830)	34,344)	3,428,174)

The accompanying notes are an integral part of financial statements

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2021 Cash flows from operating activities: Profit before tax $ 732,407) Adjustments: Adjustments to reconcile profit: Depreciation expense 80,501) Amortization expense 971) Expected credit loss (gain) 2,358) Interest expense 14,884) Interest income (2,450) Loss on disposal of property, plant and equipment 596) Gain on lease modification gain - Total adjustments to reconcile profit 96,860) Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value 29,571) Notes receivable 8,143) Accounts receivable 49,042) Other receivables (4,043) Inventories (232,236) Other current assets 49,649) Total changes in operating assets (99,874) Changes in operating liabilities: Contract liabilities 5,141) Notes payable 4,120) Accounts payable 168,802) Other payables (6,988) Other current liabilities (1,888) Net defined benefit liabilities, non-current 452) Total changes in operating liabilities 169,639) Total changes in operating assets and liabilities 69,765) Total adjustments 166,625) Cash inflow (outflow) generated from operations 899,032) Interest received 2,519) Interest paid (15,017) Income taxes paid (109,215) Net cash flows from (used in) operating activities 777,319) Cash flows from investing activities: Acquisition of property, plant and equipment (7,140) Proceeds from disposal of property, plant and equipment 1,297) Decrease in guarantee deposits paid 59) Acquisition of intangible assets - Increase in prepayments for business facilities (38,441) Net cash flows (used in) from investing activities (44,225) Cash flows from financing activities: (Decrease) increase in short-term borrowings (214,317) Repayments of long-term borrowings (50,000) Increase in guarantee deposits received (3,334) Payment of lease liabilities (1,918) Cash dividends paid (389,254) Change in non-controlling interests (1,649) Net cash flows used in (from) financing activities (660,472) Effect of exchange rate changes on cash and cash equivalents (6,302) Net (decrease) increase in cash and cash equivalents 66,320) Cash and cash equivalents at beginning of period 688,556) Cash and cash equivalents at end of period $ 754,876)	2020
	556,116) 75,588) 945) (1,110) 21,084) (7,430) 1,056) (15)
	90,118)
	7,839) (4,881) (3,224) 34) (35,495) 5,288)
	(30,439)
	262221,321) (10,770) (23,853) (833) 4,858) (4,051)
	(33,328)
	(63,767)
	26,351)
	582,467) 7,775) (21,315) (61,101)
	507,826)
	(17,328) 5,396) 162) (304) (22,261)
	(34,335)
	(404,000) (50,000) 3,127) (2,186) (305,301) (760)
	(759,120)
	(3,340)
	(288,969) 977,525)
	688,556)

The accompanying notes are an integral part of financial statements

Independent Auditors’ Report

To the Board of Directors of Zippy Technology Corp.:

Opinion

We have audited the financial statements of Zippy Technology Corp.(“the Company”), which comprise the balance sheet as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years ended December 31, 2021 and 2020 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the 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 Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

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

1. Account receivables impairment

Please refer to Note 4(f), Note 5(a) and Note 6(c) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for account receivables, respectively.

Description of the key audit matter:

The recovery of accounts receivable is not only affected by the market, but also related to the financial soundness of the customers themselves. It is difficult to assess the signs of impairment of accounts receivable. In the accounts receivable evaluation module, the Company first divides the accounts receivable into groups according to whether they are overdue, calculate the average loss rate of each group in the past five years, and evaluate the current year’s prosperity compared with the previous year. The expected loss rate is adjusted according to changes in the business cycle to recognize the allowance of bad debts. The focus of attention is whether the expected loss rate for impairment is excessively conservative or optimistic. Therefore, the evaluation of account receivables has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for account receivables impairment of the Company to evaluate the suitability of the policy; obtaining the related data from the Company to ensure the process of account receivables impairment is in conformity with the accounting policies; recalculating estimation of account receivables impairment based on the Company’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; executing post-period recovery test to evaluate the suitability of allowance of bad debts recognized at balance sheet date.

2. Inventory Obsolescence Evaluation

Please refer to Note 4(g), Note 5(b) and Note 6(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for inventory, respectively.

Description of the key audit matter:

The main business items of the Company are power supplies and electronic parts. In addition to sales, there are also manufacturing activities. Precious metals are the main materials. As the international situation changes, the price of precious metals will fluctuate. It directly affects the evaluation of inventory value. In the inventory evaluation model of the Company, the inventory is divided into obsolescent and non-obsolescent inventory, and then evaluated separately. If there is no movement in a certain period, it is classified as obsolescence, and recognized 100% of allowance. The focus of attention is whether the provision of allowances for all obsolescence is excessively conservative, and whether the batch of inventory is completely worthless at the time of disposal. Therefore, the evaluation of inventory obsolescence has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included understanding the policy for the provision of allowance for inventory of the Company to evaluate the suitability of the policy; obtaining the related data from the Company to ensure the process of inventory valuation is in conformity with the accounting policies; recalculating estimation of inventory valuation based on the Company’s policies; obtaining the financial disclosure data to evaluate whether the disclosure is appropriate; sampling post-period movement to see whether there is a significant difference between the selling price and the price information used in the evaluation model and to evaluate the suitability of inventory obsolescence losses recognized.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 financial statements.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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 audit resulting in this independent auditors’ report are Rou-Lan Kuo and Ying-Ru Chen.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2022

Notes to Readers

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

The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2021.12.3	1	2020.12.	2021.12.3	1	2020.12.	31
Amount	`％`	Amount	Amount	`％`	Amount	`％`
$ 562,079 - 16,718 330,969 59,356 10,608 40,081 725,584 15,364 2,786	11 - - 6 1 - 1 13 - -	513,715 892 21,129 371,873 86,467 6,809 56,619 507,596 65,747 929	$ 25,000 17,360 28,218 531,161 164,623 21,436 135,016 50,000 4,894	- - 1 10 3 - 2 1 -	236,000 10,569 24,594 364,775 162,068 23,340 96,447 50,000 5,029	4 - 1 7 3 - 2 1 -
			977,708	17	972,822	18
1,763,545	32	1,631,776	1,158,000 36,713 18,217	21 1 -	1,208,000 34,716 21,532	22 1 -
685,998 1,023,119 2,047,709 21,346 22,409 20,254 88	12 19 37 - - - -	671,055 1,007,615 2,057,951 22,317 21,633 41,437 57
			1,212,930	22	1,264,248	23
			2,190,638	39	2,237,070	41
			1,526,487 135,564 1,797,660 (65,881)	27 3 32 (1)	1,526,487 135,564 1,605,789 (51,069)	28 3 29 (1)
3,820,923	68	3,822,065

			3,393,830	61	3,216,771	59
$ 5,584,468	100	5,453,841	$ 5,584,468	100	5,453,841	100

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) ZIPPY TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,	For theyears ended December 31,
2021		`％`	2020	`％`
$ 2,498,290) 1,621,029) 877,261) 23,197) 25,037) 879,101) 45,217) 151,319) 77,869) 2,445 276,850) 602,251) 1,416) 116,354) (18,717) (14,486) 30,393) 114,960) 717,211) 134,691) 582,520) (1,765) 17) 353 (1,395) (14,812) - (14,812) (16,207) $ 566,313) $ $		100) 65)	2,298,188) 1,578,042)	100) 69)
	877,261) 23,197) 25,037)	35) 1) 1)	720,146) 25,037) 30,686)	31) 1) 1)
	879,101)	35)	725,795)	31)
	45,217) 151,319) 77,869) 2,445	2) 6) 3) -	45,114) 160,380) 79,578) (167)	2) 7) 3) -
	276,850)	11)	284,905)	12)
	602,251)	24)	440,890)	19)
	1,416) 116,354) (18,717) (14,486) 30,393)	- 5) (1) (1) 1)	4,582) 100,231) (59,174) (20,690) 72,955)	- 4) (2) (1) 3)
	114,960)	4)	97,904)	4)
	717,211) 134,691)	28) 5)	538,794) 96,057)	23) 4)
	582,520)	23)	442,737)	19)
	(1,765) 17) 353	- - -	856) 177) (171)	- - -
	(1,395)	-	862)	-
	(14,812) -	(1) -	(9,706) -	- -
	(14,812)	(1)	(9,706)	-
	(16,207)	(1)	(8,844)	-
		22)	433,893)	19)
		3.82)		2.90)
		3.80)		2.89)

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS ZIPPY TECHNOLOGY CORP. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Capital Stock	Capital Surplus		Retained Earnings	Retained Earnings		Other Equity	Total Equity
						Exchange Differences on Translation of Foreign Financial Statements
Share Capital		Legal Reserve	Special Reserve	Unappropriated Retained Earnings	Total
	135,568)	705,065)	23,918	738,504)	1,467,487)	(41,363)	3,088,179)
- -	- -	- -	- -	442,737) 862)	442,737) 862)	- (9,706)	442,737) (8,844)
-	-	-	-	443,599)	443,599)	(9,706)	433,893)
- - - -	- - - (4)	48,684) - - -	- 17,444) - -	(48,684) (17,444) (305,297) -	- - (305,297) -	- - - -	- - (305,297) (4)
1,526,487) - -	135,564) - -	753,749) - -	41,362 - -	810,678) 582,520) (1,395)	1,605,789) 582,520) (1,395)	(51,069) - (14,812)	3,216,771) 582,520) (16,207)
-	-	-	-	581,125)	581,125)	(14,812)	566,313)
- - -	- - -	44,360) - -	- 9,706) -	(44,360) (9,706) (389,254)	- - (389,254)	- - -	- - (389,254)
	135,564)	798,109)	51,068	948,483)	1,797,660)	(65,881)	3,393,830)

The accompanying notes are an integral part of financial statements

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit before income tax to net cash provided by operating activities: Depreciation expense Amortization expense Expected credit loss (gain) Interest expense Interest income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Unrealized profit (loss) from sales Realized profit (loss) from sales Other Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Other receivables due from related parties Inventories Other prepayments Other current assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables Other payables due to related parties Other current liabilities Net defined benefit liabilities, non-current Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities Cash flows from investing activities: Increase in investments accounted for using equity method Acquisition of property, plant and equipment income Proceeds from disposal of property, plant and equipment Increase in guarantee deposits paid Acquisition of intangible assets Increase in prepayments for business facilities Net cash flows (used in) from investing activities Cash flows from financing activities: Decrease in short-term borrowings Repayments of long-term borrowings (Decrease) increase in guarantee deposits received Payment of lease liabilities Cash dividends paid Net cash flows (used in) from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2021 $ 717,211) 57,582) 971) 2,445 14,486) (1,416) (30,393) 583) 23,197) (25,037) --- 42,418) 892 4,411 38,459 27,111) (3,787) 16,538) (217,988) 50,383) (1,857) (85,838) 262226,791 3,624 166,386 (5,311) (1,904) (135) 232 169,683 83,845) 126,263 843,474) 1,404) 2,920) (14,619) (96,545) 736,634) (425) (3,586) 1,297) (31)) --- (31,956) (34,701) (211,000) (50,000) (3,315) --- (389,254) (653,569) 48,364 513,715) 562,079)	2020
		538,794) 47,035) 945) (167) 20,690) (4,582) (72,955) 701) 25,037) (30,686) 17,175)
		3,193)
		34,075) (5,040) (31,699) 82,176) 1,882) 252) (43,826) 33,196) (530)
		70,486)
		262222,595) (10,436) (23,598) (2,618) (3,357) 295) (3,356)
		(40,475)
		30,011)
		33,204)
		571,998) 4,874) 1,348) (20,920) (42,338)
		514,962)
		--- (10,561) 359) 165) (304) (20,026)
		(30,367)
		(404,000) (50,000) 3,142) (337) (305,301)
		(756,496)
		(271,901) 785,616)
		513,715)

The accompanying notes are an integral part of financial statements

Attachment 5

ZIPPY TECHNOLOGY CORP . Profits Distribution Table

Year 2021

	Unit: NTD$
Items	Total
Beginning retained earnings	367,356,562
Add: Remeasurement of defined benefit obligation	(1,411,899)
Add: Other comprehensive income - Long-term investment	16,901
Add: Net profit after tax	582,519,800
Less: Legal Reserve	(58,112,480)
Less: Special Reserve	(14,811,504)
Distributable net profit	875,557,380
Less: Distributable item
Cash dividend to shareholders (NT$3 per share)	(457,946,064)
Unappropriated retained earnings	417,611,316

Note 1: Outstanding Shares 152,648,688

Attachment 6

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Articles of Incorporation”

	Amendment Version	Amendment Version	Original Version	Original Version	Reason
Article 10	Shareholder meetings of the Corporation are of two types, both convened by the Board of Directors, namely: (1) regular meetings (2) special meetings Regular meetings shall be convened within 6 months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China. Shareholders`’`meeting can be held by		Shareholder meetings of the Corporation are of two types, both convened by the Board of Directors, namely: (1) regular meetings (2) special meetings Regular meetings shall be convened within 6 months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations of the Republic of China.		It has been revised pursuant to the Article 172-2 Paragraph 1 of the Company Act.
	means of visual communication network or other methods promulgated
	by the central	competent authority.
Section IV	Directors and	Audit Committee	Directors and	~~Supervisors~~	The role of supervisors is replaced by the audit committee.
Article 17	The Corporation shall have7to9 directors,and the number of directors is authorized by the BOD.The term of office shall be 3 years; all directors are eligible for re-election. They shall be elected at the shareholder meeting by adopting candidate nomination system as specified in Article 192-1 of the Company Act. The shareholders shall elect the directors from among the nominees listed in the roster of candidates.Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.		The Corporation shall have~~5~~to~~7~~ directors~~and 3 supervisors~~. The term of office shall be 3 years, all directors~~and supervisors~~are eligible for re-election. They shall be elected at the shareholder meeting by adopting candidate nomination system as specified in Article 192-1~~& 216-1~~of the Company Act. The shareholders shall elect the directors~~and~~ ~~supervisors~~from among the nominees listed in the roster of candidates. The Board shall have at least 2		The role of supervisors is replaced by the audit committee.

Amendment Version

Original Version independent directors, not less than 1/5 of total directors. Professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with regulations of the competent authority in charge of securities affairs.

The Board shall have at least 3 independent directors, not less than 1/5 of total directors. Professional qualifications, restrictions on the shareholdings and concurrent positions held, method of nomination and election, and other matters with respect to independent directors shall be in compliance with regulations of the competent authority in charge of securities affairs.

Total registered shares owned by all directors of the Corporation shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulated by the competent securities authority. The following relationships shall not exist among more than half of the company's directors:

~~The percentage of shareholding of~~ all directors and supervisors of the Corporation shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulated by the competent securities authority. Except where the competent authority has granted approval, the following relationships may not exist among more than half of the company's directors:

The spouse of a director;
A blood relative within the second degree of kinship of a director.

Reason

The spouse of a director; 2. A blood relative within the second degree of kinship of a director.

~~Supervisors and directors shall have at least one person without above relationship with any other supervisors or directors. In case a company convenes a shareholder meeting for election of directors or supervisors, and the elected person does not meet the provisions of the preceding two paragraphs, the elected director or supervisor shall be determined according to the following~~

	Amendment Version	Original Version	Original Version	Reason
		~~provisions:~~ ~~1. When directors fail to meet the~~ ~~requirements set forth in the~~ ~~preceding two paragraphs among~~ ~~directors, then the election of the~~ ~~director obtaining the lowest~~ ~~number of votes shall become~~ ~~invalid;~~ ~~2 Wh i fil t t th~~
		~~.~~ ~~2~~
			~~preceng wo paragraps among~~ ~~dit th th lti f th~~
			~~recors, en e eecon o e~~ ~~director obtaining the lowest~~ ~~number of votes shall become~~ ~~invalid;~~ ~~Wh i fil t t th~~
		~~.~~ ~~3~~	~~en supervsors a o mee e~~ ~~requirements set forth in the~~ ~~di t h~~
			~~preceng wo paragraps among~~ ~~i th ii f th~~
			~~supervsors, e provsons o e~~ ~~preceding item shall apply~~ ~~mutatis mutandis;~~ ~~Wh i fil t t th~~
		~~.~~ ~~If~~	~~en supervsors a o mee e~~ ~~requirements set forth in the~~ ~~di t h~~
			~~preceng wo paragraps among~~ ~~the directors, the election of the~~ ~~supervisor obtaining the lowest~~ ~~number of votes shall become~~ ~~invalid.~~ ~~dit i ilt~~
		~~a recor or a supervsor voaes~~ ~~the provisions of the preceding~~ ~~paragraph 3 or 4, the provisions of~~ ~~th di h hll l~~
		~~e preceng paragrap sa appy~~ ~~mutatis mutandis and he/she shall~~ ~~certainly be discharged.~~
Article 18	As soon as one-third of the directors or allindependent directorsare discharged, a special shareholder meeting shall be convened by the Board of Directors within 60 days to elect new directors to fill the vacancies. The new directors shall fulfill the unexposed term of office of thepredecessor.	As soon as one-third of the directors or all~~supervisors~~are discharged, a special shareholder meeting shall be convened by the Board of Directors within 60 days to elect new directors~~or supervisors~~ to fill the vacancies. The new directors shall fulfill the unexposed term of office of thepredecessor.		The role of supervisors is replaced by the audit committee.
Article 19	In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-goingdirectors shall be	In case no election of new directors~~/supervisors~~is effected after expiration of the term of office of existingdirectors~~/supervisors~~,		The role of supervisors is replaced by the audit committee.

	Amendment Version		Reason
	extended until the time new directors have been elected and assumed their office.	the term of office of out-going directors~~/supervisors~~shall be extended until the time new directors~~/supervisors~~have been elected and assumed their office.
Article 24	The Board of Directors is authorized to determine the remuneration for all directors, taking into account the standards of the industry. No matter net income or loss, the Corporation shall pay remuneration for all directors of the Corporation.	The Board of Directors is authorized to determine the remuneration for all directors~~and~~ ~~supervisors,~~taking into account the standards of the industry. No matter net income or loss, the Corporation shall pay remuneration for all directors~~and supervisors~~of the Corporation.	The role of supervisors is replaced by the audit committee.
Article 25	The Corporation may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.	~~Supervisor may each exercise the~~ ~~supervision power individually.~~ ~~Supervisors may audit the~~ ~~accounting documents. In~~ ~~performing their functional duties,~~ ~~the supervisors may appoint~~ ~~practicing lawyer and a certified~~ ~~public accountant to conduct the~~ ~~auditing on their behalf, and the~~ ~~related fees should be paid by the~~ ~~Corporation.~~	The role of supervisors is replaced by the audit committee. The amendment is in accordance with Article 193-1 of the Company Act.
Article 26	The Corporation has set up an audit committee, which is composed of all independent directors. The exercise of its powers and other matters for compliance of the audit committee shall be in accordance with	~~Supervisors may present at the~~ ~~meeting of the Board of Directors~~ ~~with no voting right.~~	The role of supervisors is replaced by the audit committee.
	the relevant laws and regulations of the
	Corporation.
Article 29	After the close of each fiscal year, the Board of Directors shall prepare the following statements and records, and then submit to the shareholder meeting for acceptancein accordance with legal procedures: 1. Business Report; 2. Financial Statements;	After the close of each fiscal year, the Board of Directors shall prepare the following statements and records~~, and shall submit to~~ ~~supervisors for their auditing at~~ ~~least 30 days prior to the meeting~~ ~~date of a regular meeting of~~ ~~shareholders, ~~and then submit to the	The role of supervisors is replaced by the audit committee.

	Amendment Version	Original Version	Original Version	Reason
	3. Proposal for distribution of profit or appropriation of loss.	shareholder meeting for acceptance: 1. Business Report; 2. Financial Statements; 3. Proposal for distribution of profit or appropriation of loss.
Article 30	If the Corporation has profit of the current year, the Corporation shall first offset its accumulated losses and then set aside not less than 2% of remaining earnings as bonus to employees and not higher than 2% of remaining earnings as remuneration to Directors of the Corporation. Paying cash dividend and/or stock dividend of employees, including the affiliate or controllable company, shall be resolved by the Board of Directors. The appropriation issue of remuneration of employees and remuneration of Directors shall be resolved by the shareholder meeting.		If the Corporation has profit of the current year, the Corporation shall first offset its accumulated losses and then set aside not less than 2% of remaining earnings as bonus to employees and not higher than 2% of remaining earnings as remuneration to Directors~~and~~ ~~Supervisors~~of the Corporation. Paying cash dividend and/or stock dividend of employees, including the affiliate or controllable company, shall be resolved by the Board of Directors. The appropriation issue of remuneration of employees and remuneration of Directors~~and~~ ~~Supervisors~~shall be resolved by the shareholder meeting.	The role of supervisors is replaced by the audit committee.
Article 35	The Articles of Incorporation was approved and signed on April 13, 1983. The 34th amendment was approved on	The Articles of Incorporation was approved and signed on April 13, 1983. ~~Th 33th dt d~~		Update to the latest version.
		~~e amenmen was approve~~ ~~on June 5, 2018.~~
	May 27, 2022.

Attachment 7

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Procedures for Election of Directors and Supervisors”

	Amendment Version	Original Version	Reason
Title	Procedures for Election of Directors	Procedures for Election of Directors~~and Supervisors~~	The role of supervisors is replaced by the audit committee.
Article 1	The directors of this Corporation shall be elected in accordance with Company Act, Securities Exchange Act, Act of Incorporation and the Rules specified herein.	The directors~~and supervisors~~of this Corporation shall be elected in accordance with Company Act, Securities Exchange Act, Act of Incorporation and the Rules specified herein.
Article 2	Election of directors of this Corporation shall be held at the shareholders' meeting. Elections of directors (included independent directors) at this Corporation shall be conducted in accordance with the candidate nomination system set out in Article 192-1& 216-1 of the Company Act. …	Election of directors~~and~~ ~~supervisors~~of this Corporation shall be held at the shareholders' meeting. Elections of directors (included independent directors)~~and~~ ~~supervisors~~at this Corporation shall be conducted in accordance with the candidate nomination system set out in Article 192-1& 216-1 of the Company Act. …
Article 3	The cumulative voting method shall be used for election of the directors at this Corporation. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.	The cumulative voting method shall be used for election of the directors~~and supervisors~~at this Corporation. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 4	In an election of directors of this Corporation, each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.	In an election of directors~~and~~ ~~supervisors~~of this Corporation, each share will have voting rights in number equal to the directors ~~and supervisors~~to be elected, and may be cast for a single candidate or split among multiple candidates. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.

	Amendment Version	Original Version
Article 5	The number of directors will be as specified in this Corporation's Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected as directors sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	The number of directors~~and~~ ~~supervisors~~will be as specified in this Corporation's Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected as directors~~or supervisors~~ sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. ~~According to previous paragraph,~~ ~~candidate simultaneously elected~~ ~~as a director and supervisor shall,~~ ~~at the candidate’s own discretion,~~ ~~did t ith dit~~
		~~ece o serve as eer recor or~~ ~~i Th iti lft t~~
		~~supervsor. e poson e vacan~~ ~~by such decision shall be filled by~~ ~~th didt ith th t hiht~~
		~~e canae w e nex ges~~ ~~number of vote.~~
Article 8	The Board of Directors shall preparea ballot boxfor election of directors, which shall be publicly checked by the vote monitoring personnel before voting commences.	The Board of Directors shall prepare~~separate ballot boxes~~for election of directors~~and~~ ~~supervisors,~~which shall be publicly checked by the vote monitoring personnel before voting commences.
Article 10	A ballot shall be construed as null and void under the following conditions: … 7. The number of candidates filled in exceeds the number of directors to be elected according to the Articles of Incorporation of Zippy. `…`	A ballot shall be construed as null and void under the following conditions: … 7. The number of candidates filled in exceeds the number of directors~~or supervisors~~to be elected according to the Articles of Incorporation of Zippy. …
Article 15	In case total registered shares owned by all directors are less than	~~Total registered shares held by the~~ ~~Corporation's entire board of~~ ~~directors and supervisors must not~~
	the minimum percentage of total

	Amendment Version	Original Version	Reason
	issued shares specified by the authority,the Company Act,the relevant laws and regulations shall apply.	~~aggregate to less than the~~ ~~minimum percentage specified by~~ ~~th thit th C At d~~
		~~e auory, e ompany c an~~ ~~the relevant laws and regulations~~ ~~shall apply. ~~
Article 16	The board of directors or the chair of the shareholders’ meeting of this Corporation shall issue notification of appointment to the persons elected as directors within 10 days after the election.	The board of directors or the chair of the shareholders’ meeting of this Corporation shall issue notification of appointment to the persons elected as directors~~or supervisors~~ within 10 days after the election.
Article 18	These Procedures were approved on Mar. 25, 2003 andthe sixth amendment was made on May 27, 2022.	These Procedures were approved on Mar. 25, 2003 and~~the fifth~~ ~~amendment was made on June 5,~~ ~~2018.~~	Update to the latest version.

Attachment 8

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Rules and Procedure of Shareholders Meeting”

	Amendment Version	Original Version	Reason
Article 2	(above omitted) The election or discharge of directors, the amendment of this Company’s Articles of Incorporation,reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares,the dissolution, merger, or spin-off the Company, or the matter specified in Article 185, paragraph 1 of the Company Law, or Article 26-1 or Article 43-6 of the Securities and Exchange Law, orArticle 56-1 or Article 60-2 of the Regulations Governing the Offering and Issuance of Securities	(above omitted) Election or dismissal of directors ~~or supervisors,~~amendments to the Articles of Incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, shall be set out in the notice of the reasons for convening the Shareholders’ Meeting. None of the above matters may be raised by an extraordinary motion. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular Shareholders’ Meeting. Such proposals, however, are limited to one item only,and noproposal	To conform to establish audit committee and remove the regulations of supervisors; to amend the related wording to comply with paragraph 1 of Article 172-1 of the Company Act. To amend to comply with paragraph 2 of Article 172-1 of Company Act.
	by Securities Issuers shall be listed and the essential contentsshall be explained among the reasonsfor the meeting, and may not be proposed as extraordinary motions. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular Shareholders’ Meeting. Such proposals, however, are limited to one item only,and noproposal

	Amendment Version	Original Version	Reason
	containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular Shareholders`’` Meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for shareholders to submit proposals in	containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular Shareholders’ Meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. (below omitted)
	writing or by way of electronic transmission; the period for submission of shareholder proposals may not be less than 10 days. (below omitted)
Article 5	(above omitted) This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished. (below omitted)	(above omitted) This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors~~or~~ ~~supervisors,~~pre-printed ballots shall also be furnished. (below omitted)	To conform to establish audit committee and remove the regulations of supervisors.
Article 18	These Rules and Procedures were approved on May 30, 2013. The first amending on June 13, 2017. The second amending on May 27, 2022.	These Rules and Procedures were approved on May 30, 2013 and the first amending on June 13, 2017.	To add amendment number and date.

Attachment 9

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Regulations Governing Loaning of Funds”

	Amendment Version	Original Version	Reason
Article 7, paragraph 5	The evaluation of necessity and risk which surveyed and reviewed by personnel of relevant department and proposed the interest rate and duration by the personnel of financial department shall be submitted to general manager and chairperson of board of directors for reviewing and approving then be submitted for a resolution by the board of director. The company shall not empower any other person to make such decision.However, for the lending of any huge amount of funds, consent from the Audit Committee	The evaluation of necessity and risk which surveyed and reviewed by personnel of relevant department and proposed the interest rate and duration by the personnel of financial department shall be submitted to general manager and chairperson of board of directors for reviewing and approving then be submitted for a resolution by the board of director. The company shall not empower any other person to make such decision~~and~~the board of directors shall take into full consideration each independent director's opinion.~~If an independent director~~ ~~expresses any dissent or~~ ~~reservation, it shall be noted in the~~ ~~minutes of the board of directors~~ ~~meeting.~~	To conform to establish audit committee and operating condition, related regulations need to be amended.
	shall be obtained in accordance with the relevant provisions, and it
	shall be submitted in the board of directors for resolution.The board of directors shall take into full consideration each independent director's opinionin the discussion, and shall record each independent director’s explicit opinions for assent or dissent and reason for dissent in the meeting minutes of the board of directors.
Article 7, paragraph 8	If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit,the	If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds the limit,the	To conform to establish audit committee and operating condition, related regulations need to be amended.

	Amendment Version	Original Version	Reason
	Corporation shall adopt rectification plans and submit the rectification plans tothe Audit Committee,and shall complete the rectification pursuant to the timeframe set out in the plan.	Corporation shall adopt rectification plans and submit the rectification plans to~~all the~~ ~~i d ll th iddt~~
		~~supervsors an a e nepenen~~ ~~directors,~~and shall complete the rectification pursuant to the timeframe set out in theplan.
Article 9	Internal control Internal auditors shall perform auditing on the Procedures and the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notifythe Audit Committee.If there are major violence, the Corporation shall discipline the managers and the participants. Should there be any violation of related regulations the subsequent discipline is subject to the employee handbook of the Company.	Internal control Internal auditors shall perform auditing on the Procedures and the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify~~the each~~ ~~supervisors ad independent~~ ~~directors.~~If there are major violence, the Corporation shall discipline the managers and the participants. Should there be any violation of related regulations the subsequent discipline is subject to the employee handbook of the Company.	To conform to establish audit committee and remove the regulations of supervisors.
Article 12	The Regulations Governing Loaning of Fundsshall be approved by one-half or more of all Audit Committee members and	~~When the Corporation t submits~~its Regulations Governing Loaning of Funds~~for discussion by the board~~ ~~of directors, the board of directors~~ ~~shall take into full consideration~~ ~~each independent director's~~ ~~ii If iddt dit~~	To conform to establish audit committee and operating condition, related regulations need to be amended.
	for discussion and consent by the board of directors,and then proposed at the shareholders’ meeting for approvalbefore implementation. If the proposal has
		~~opnon. an nepenen recor~~ ~~expresses any dissent or~~ ~~reservation, it shall be noted in the~~ ~~minutes of the board of directors~~ ~~ti Aft th lti d~~
	not been approved by one–half or more of all Audit Committee members, it may be undertaken upon the consent of two-thirds or more of all directors. After the resolution of the Audit Committee shall be noted in the minutes of the
		~~meeng. er e resouon mae~~ ~~by the board of directors, the~~ ~~resolution shall be send to each~~ ~~supervisors a~~nd reports the shareholder’s meeting. The same procedure should apply for amendments.
	board of directors meeting,

	Amendment Version	Original Version	Reason
	proposed at the shareholders’ meeting for approval before implementation.If a director expresses any dissent, and it is noted in the minutes of the board of directors meeting or a written statement is made for such dissent, the Company shall report to the shareholders’ meeting for discussion. The same procedure should apply for amendments. All the members of the Audit Committee and all the directors as mentioned in the previous paragraph shall be calculated according to the actual incumbent members. The board of directors shall take into full consideration each independent director's opinion in the discussion, and shall record each independent director’s opinion for assent or dissent in the meeting minutes of the board of directors.
Article 14	These Regulations was amended and approved by shareholders meetingon May27,2022.	These Regulations was amended and approved by shareholders meetingon June 5,2019.	To renew amendment date.

Attachment 10

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Regulations Making Endorsement and Guarantees”

Amendment Version Article 5, Where the Corporation needs to paragraph 4 exceed the limits set out in the Operational Procedures for Endorsements/Guarantees to satisfy its business requirements, and where the conditions set out in the Operational Procedures for Endorsements/Guarantees are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Corporation by the excess endorsement/guarantee. It shall also amend the Regulation Making Endorsements and Guarantees accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. The board of directors shall take into full consideration each independent director's opinion in the discussion, and shall record each independent director’s explicit opinions for assent or dissent and reason for dissent in the meeting minutes of the board of directors.

Original Version Reason Where the Corporation needs to To conform to exceed the limits set out in the establish audit Operational Procedures for committee and Endorsements/Guarantees to operating condition, satisfy its business requirements, related regulations and where the conditions set out in need to be amended. the Operational Procedures for Endorsements/Guarantees are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Corporation by the excess endorsement/guarantee. It shall also amend the Regulation Making Endorsements and Guarantees accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit.

	Amendment Version	Original Version	Reason
Article 6, paragraph 1	Prior to any endorsement/guarantee to be provided by the Corporation, the process shall be scrutinized carefully and follow these Regulations accordingly. The credit unit shall review the necessity and reasonableness and negotiate the relevant personnel for their opinions. The evaluation report shall be submitted to general manager and chairman of the board of directors for approval then report the board of directors for resolution. The board of directors may authorize the chairman to approve the endorsement/guarantee within specific amount then approve in the nearest meeting. However, for the lending of any huge amount of funds, consent from the Audit Committee shall be	Prior to any endorsement/guarantee to be provided by the Corporation, the process shall be scrutinized carefully and follow these Regulations accordingly. The credit unit shall review the necessity and reasonableness and negotiate the relevant personnel for their opinions. The evaluation report shall be submitted to general manager and chairman of the board of directors for approval then report the board of directors for resolution. The board of directors may authorize the chairman to approve the endorsement/guarantee within specific amount then approve in the nearest meeting.	To conform to establish audit committee and operating condition, related regulations need to be amended.
	obtained in accordance with the relevant provisions, and it shall be submitted in the Board of Directors
	for resolution. The board of directors shall take into full consideration each independent director's opinion in the discussion,
	and shall record each independent director’s explicit opinions for assent or dissent and reason for dissent in the meeting minutes of the board of directors.
Article 7, paragraph 1	Prior to any endorsement/guarantee to be provided by the Corporation, the process shall be scrutinized carefully and follow these Regulations accordingly. The personnel of financial department shall review the necessity,	Prior to any endorsement/guarantee to be provided by the Corporation, the process shall be scrutinized carefully and follow these Regulations accordingly. The personnel of financial department shall review the necessity,	To conform to establish audit committee and operating condition, related regulations need to be amended.

	Amendment Version	Original Version	Reason
	reasonableness, the counterpart’s credit and risk assessment, the business risk to the Corporation, financial status, the influence of shareholder’s equity and the evaluation of whether obtain the collaterals and the value appraisal of collaterals in details and negotiate the relevant personnel for their opinions. The evaluation report shall be submitted to the board of directors for approval then report the board of directors for resolution.However, for the lending of any huge amount of funds, consent from the Audit Committee shall be obtained in accordance with the relevant provisions, and it shall be submitted in the Board of Directors	reasonableness, the counterpart’s credit and risk assessment, the business risk to the Corporation, financial status, the influence of shareholder’s equity and the evaluation of whether obtain the collaterals and the value appraisal of collaterals in details and negotiate the relevant personnel for their opinions. The evaluation report shall be submitted to the board of directors for approval then report the board of directors for resolution.
	for resolution.
Article 7, paragraph 4	The financial department evaluates or appropriates the contingency loss and disclosures the suitable information of endorsement/guarantee and provides the CPA relevant data for checking up while they are auditing and issuing the audit report.	~~Pursuant to the ROC GAAP 9, the~~ ~~Corporation~~evaluates or appropriates the contingency loss and disclosures the suitable information of endorsement/guarantee and provides the CPA relevant data for checking up while they are auditing and issuing the audit report.	To revise related regulations.
Article 7, paragraph 5	If, due to changes of circumstances, the party to whom the Company provides endorsement and/or guarantee no longer satisfies the criteria set forth in the Regulation herein, or the amount of endorsement and/or guarantee exceeded the limits due to changes of basis on which the	If, due to changes of circumstances, the party to whom the Company provides endorsement and/or guarantee no longer satisfies the criteria set forth in the Regulation herein, or the amount of endorsement and/or guarantee exceeded the limits due to changes of basis on which the	To conform to establish audit committee and remove the regulations of supervisors.

	Amendment Version	Original Version	Reason
	amounts of limits are calculated, a corrective plan shall be provided to the Audit Committeeand the Board of Directors and the proposed correction actions should be implemented within the period specified in the plan and eliminate the status.	amounts of limits are calculated, a corrective plan shall be provided to ~~each supervisors~~and the Board of Directors and the proposed correction actions should be implemented within the period specified in the plan and eliminate the status.
Article 9	Internal Control Internal auditors shall perform auditing on the Procedures and the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify theAudit Committeeand the Board of Directors and discipline the responsible managers and personnel.	Internal Control Internal auditors shall perform auditing on the Procedures and the implementation of the Procedures every quarter and produce written auditing reports. Should there be any violation found, a written report is needed to notify the ~~respective supervisors~~and the Board of Directors and discipline the responsible managers and personnel.	To conform to establish audit committee and remove the regulations of supervisors.

Article 11, paragraph 2	Non-periodical announcement: The Corporation whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence(the date of occurrence refers to the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterpart of endorsement/guarantee and monetary amount of the transaction): A.-B. Omitted. C. The balance of endorsements/guarantees bythe	Non-periodical announcement: The Corporation whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: A.-B. Omitted. C. The balance of endorsements/guarantees by the Corporation and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, carrying value of equity method investment in, and balance of loans to,such enterprise reaches 30	To clarify the definition of long-term investment and the date of occurrence, related regulations need to be amended.

	Amendment Version	Amendment Version	Original Version	Reason
	Corporation and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, carrying value of equity method investment in, and balance of loans to, such enterprise reaches 30 percent or more of the Corporation’s net worth as stated in its latest financial statement. D. Omitted.		percent or more of public company's net worth as stated in its latest financial statement. D. Omitted.
Article 13	The Regulations Making Endorsement and Guaranteesshall be approved by one-half or more of	shall	When the Corporation submits its Regulations Making Endorsement and Guarante~~e for discussion by~~ ~~th bd f dit th bd f~~	To conform to establish audit committee and operating condition, related regulations need to be amended.
	all Audit Committee members and for discussion and consent by the board of directors,and then proposed at the shareholders’ meeting for approvalbefore implementation. If the proposal has
			~~e oar o recors, e oar o~~ ~~directors shall take into full~~ ~~consideration each independent~~ ~~director's opinion. If an~~ ~~iddt dit~~
			~~nepenen recor expresses any~~ ~~dissent or reservation, it shall be~~ ~~noted in the minutes of the board~~ ~~of directors meeting. After the~~ ~~resolution made by the board of~~ ~~directors, the resolution shall be~~ ~~send to each supervisors~~and reported at the shareholder’s meeting. The same procedure should apply for amendments.
	not been approved by one–half or more of all Audit Committee members, it may be undertaken upon the consent of two-thirds or more of all directors. After the resolution of the Audit Committee shall be noted in the minutes of the
	board of directors meeting, proposed at the shareholders’ meeting for approval before implementation.If a director expresses any dissent, it is noted in the minutes of the board of directors meeting or a written statement is made for such dissent, the Company shall report to the shareholders’ meeting for discussion. The same procedure should applyfor amendments.

	Amendment Version	Original Version	Reason
	All the members of the Audit Committee and all the directors as mentioned in the previous paragraph shall be calculated according to the actual incumbent members. The board of directors shall take into full consideration each independent director's opinion in the discussion, and shall record each independent director’s opinion for assent or dissent in the meeting minutes of the board of directors.
Article15	These Regulations was amended and approved by shareholders meetingon May27,2022.	These Regulations was amended and approved by shareholders meetingon Jun. 8,2016.	To renew amendment date.

Attachment 11

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Regulations Governing the Acquisition and Disposal of Assets”

	Disposal	of Assets”
	Amendment Version	Original Version	Reason
All	The update is pursuant to the`“`Regulations Governing the Acquisition and Disposal of Assets by Public Companies`”`promulgated by the Financial Supervisory Commission on Jan. 28, 2022, and the order of the provisions is readjusted. Only the provisions with content changes are listed below.
Article 2	The company shall handle the acquisition or disposal of assets in compliance with these Regulations; provided, where financial laws or regulations provide otherwise, such provisions shall govern.	None.	New.
Article 5	Appraisal Reports or Opinions Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the company with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement,forgeryof	Article 4 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the company with appraisal reports, CPA's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement,forgeryof	According to the `“`Regulations Governing the Acquisition and Disposal of Assets by Public Companies`”` promulgated by the Financial Supervisory Commission on Jan. 28, 2022.

Amendment Version

documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-discipline regulations of their respective professional associations and the following matters:

Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion.

Original Version documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When ~~the personnel referred to in the preceding paragraph issues~~ an appraisal report or opinion, ~~the Corporation shall notice~~ the following:

Prior to ~~assigning~~ a case, ~~the Corporation~~ shall prudently assess ~~the above personnel’s~~ professional capabilities, practical experience, and independence.
~~The Corporation~~ shall ~~provide~~ an item-by-item evaluation of the ~~comprehensiveness, accuracy,~~ and reasonableness of the sources of data used, the parameters, and the information, as the basis for ~~the above personnel to issue~~ of the appraisal report or the

Reason

			Amendment Version			Original Version	Reason
		3. 4.	The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. They shallundertakean item-by-item evaluation of the appropriateness, and reasonableness of the sources of data used, the parameters, and the information, as the basis forissuanceof the appraisal report or the opinion. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion,and that they have evaluated and found thatthe information used is appropriateand reasonable, and that they have complied with applicable laws and regulations.		3.	opinion. ~~The Corporation shall review~~ ~~the statement~~attesting to the professional competence and independence of the personnel who prepared the report or opinion,~~evaluate whether~~the information used is reasonable, ~~accurate, also in compliance~~ ~~with~~applicable laws and regulations.
Article 6		The Regulations shall be approved bymore than half of all audit committee members, then a resolution of the BOD, and submitted to a shareholders' meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to theaudit committee. When the Regulations are submitted for discussion by the board of directorspursuant to the			Article 13 The Regulations shall be approved by~~the BOD and~~ ~~supervisors, and submitted to a~~ ~~shareholders' meeting for~~ ~~approval;~~the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to~~all~~ ~~supervisors.~~ When the Regulations are submitted for discussion by the board of directorspursuant to the		The role of supervisors is replaced by the audit committee, and any amendment of the Regulations shall be approved by the audit committee first before the BOD and shareholders' meeting.

		Amendment Version	Original Version	Reason
		preceding paragraph, the BOD shall take into full consideration each independent director's opinions.If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. If approval of one-half or more of all audit committee members as required in the first paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. Any transaction involving major assets or derivatives shall be approved by more than half of all audit committee members and submitted to the BOD for a resolution. The terms"all audit committee members"and"all directors"in the preceding paragraphs shall be counted as the actual number of persons currently holding those positions.	preceding paragraph, the BOD shall take into full consideration each independent director's opinions, and it shall be recorded in the minutes of the board of directors meeting. Where the Regulations being discuss in board of directors, here shall sufficiently consider the perspective independent directors’ opinion and contained in the meeting minute.
Article 9		Real Property, Equipment, or Right-of-use Assets In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency,engaging	Article 6 Paragraph 1 In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land,	Since Article 5 has been amended that external experts to issue opinions shall comply with the self-discipline regulations of their professional associations (CPA included), the requirement that

Amendment Version

others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

3.Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA

Original Version engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

Reason CPA shall perform the appraisal following Statement of Auditing Standards No. 20 to make in subparagraph 3, Paragraph 1, Article 9 is omitted.

	Amendment Version		Original Version	Reason
	shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. …	…	~~engaged to perform the~~ ~~appraisal in accordance with~~ ~~the provisions of Statement of~~ ~~Auditing Standards No. 20~~ ~~published by the ROC~~ ~~Accounting Research and~~ ~~Development Foundation~~ ~~(ARDF) and~~render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
Article 10	Securities The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a CPA prior to the date of occurrence of the event to	Article 6 Paragraph 2 The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a CPA prior to the date of occurrence of the event to		The same reason as Article 9.

	Amendment Version	Original Version	Reason
	provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).	provide an opinion regarding the reasonableness of the transaction price.~~If the CPA needs to use the~~ ~~report of an expert as evidence,~~ ~~the CPA shall do so in accordance~~ ~~with the provisions of Statement~~ ~~of Auditing Standards No. 20~~ ~~published by the ARDF.~~This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission(FSC).
Article 11	Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.	Article 6 Paragraph 3 Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price;~~the CPA~~ ~~shall comply with the provisions~~ ~~of Statement of Auditing~~ ~~Standards No. 20 published by~~ ~~the ARDF.~~	The same reason as Article 9.
Article 14	When the company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised,if	Article 7 Paragraph 1 1. When the Corporation engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the	The sentences are simplified, and the content remains unchanged.

		Amendment Version		Original Version	Reason
		the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 12 herein. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.		reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's in compliance with the provisions of the preceding Section and this Section. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. The calculation of the transaction amounts referred to in the preceding three paragraphs shall be~~done~~ ~~"within the preceding year" as~~ ~~used herein refers to the year~~ ~~preceding the date of~~ ~~occurrence of the current~~ ~~transaction and the~~ ~~counterparty’s transaction~~ ~~which acquire or disposal to~~ ~~the property of same feature~~ ~~shall be calculated together in~~ ~~theperiod time.~~
Article 15		When the company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20percent or more of	Article 7 Paragraph 2, 3, 4 2. When the company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a relatedpartyand the		Paragraph 1: The role of supervisors is replaced by the audit committee. Paragraph 4-5: According to the `“`Regulations Governingthe

Amendment Version

paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and the board of directors:

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
The reason for choosing the related party as a transaction counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17.
The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
Monthly cash flow forecasts

Original Version Reason transaction amount reaches 20 Acquisition and percent or more of paid-in Disposal of Assets capital, 10 percent or more of by Public the company's total assets, or Companies ” NT$300 million or more, promulgated by the except in trading of domestic Financial government bonds or bonds Supervisory under repurchase and resale Commission on agreements, or subscription or Jan. 28, 2022. redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors ~~and recognized by the supervisors~~ : A. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. B. The reason for choosing the related party as a transaction counterparty.

C. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17.
D. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that

Amendment Version

for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

6 .An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
Restrictive covenants and other important stipulations associated with the transaction. With respect to the types of transactions listed below, when to be conducted between Zippy and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 7, delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
Acquisition or disposal of real property right-of-use assets held for business use.

When a matter is submitted for discussion by the board of directors pursuant to paragraph 1,

Original Version transaction counterparty's relationship to the company and the related party.

E. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
F. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
G. Restrictive covenants and other important stipulations associated with the transaction.
With respect to the types of transactions listed below, when to be conducted between the Corporation and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 5, paragraph 3, delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:
A. Acquisition or disposal of equipment or right-of-use

Reason

Amendment Version the BOD shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the BOD meeting.

If the company and any subsidiaries that are not domestic public companies have transactions in the paragraph 1,and the transaction amount reaches 10 percent or more of the company's total assets, the company shall submit the documents listed in the first paragraph to the shareholders' meeting for approval before signing the transaction contract and making payment. However, the transaction between the company and its subsidiaries, or between its subsidiaries, is not limited to this.

Original Version Reason assets thereof held for business use. B. Acquisition or disposal of real property right-of-use assets held for business use. 4. Where the position of independent director has been created in accordance with the provisions of the paragraph 2, when a matter is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the BOD meeting.

The calculation of the transaction amounts referred to in the first and preceding paragraph shall be made in accordance with Article 31, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Shareholders meeting and the BOD and recognized by the audit committee need not be counted toward the transaction amount.

	Amendment Version	Amendment Version	Original Version	Reason
Article 18	Where the company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. 2.The audit committeeshall comply with Article 218 of the Company Act. 3. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.		Article 7 Paragraph 8 8.Where the company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: A. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. B.~~Supervisors~~shall comply with Article 218 of the Company Act. C. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.	The role of supervisors is replaced by the audit committee.
Article 20	… 6.	The procedures of transaction of derivatives as following: The responsible manager of transaction of derivatives is the manager of financial department; the authorized personnelis pursuant to “Approval Authority”;the	Article 8 Engaging in Derivatives Trading … j. The procedures of transaction of derivatives as following: The responsible manager of transaction of derivatives is the manager of financial department;the authorized	The authorized personnel of transaction of derivatives depends on Zippy’s internal policy “Approval Authority.”

	Amendment Version		Original Version	Reason
	transaction dealers are the staff of financial department. The personnel engaged in derivatives may not serve concurrently in other operations such as confirmation and settlement. …	…	personnel is~~the vice president~~ ~~of administration division~~; the transaction dealers are the staff of financial department. The personnel engaged in derivatives may not serve concurrently in other operations such as confirmation and settlement.
Article 22	~The preceding paragraphs omitted~ The internal auditors shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading. If any material violation is discovered,the audit committee shall be notified in writing and pursuant the employee handbook to charge the punishment of responsible managers or settlement personnel. Besides, the auditing of cycle of transaction shall be completed by auditors pursuant to Internal Audit Implementation Rules and periodically report to competent authority.	Article 11 Internal control The internal auditors shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading. If any material violation is discovered,~~all supervisors and~~ ~~independent directors~~shall be notified in writing and pursuant the employee handbook to charge the punishment of responsible managers or settlement personnel. Besides, the auditing of cycle of transaction shall be completed by auditors pursuant to Internal Audit Implementation Rules and periodically report to competent authority.		The role of supervisors and is replaced by the audit committee (independent directors included).
Article 31	Under any of the following circumstances, the company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as	Article 10 Public Disclosure of Information Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on		According to the `“`Regulations Governing the Acquisition and Disposal of Assets by Public Companies`”`

Amendment Version

prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Merger, demerger, acquisition, or transfer of shares.
Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.
Where equipment or

right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any

Original Version the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
Merger, demerger, acquisition, or transfer of shares.
Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.
Where equipment or
right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is

Reason promulgated by the Financial Supervisory Commission on Jan. 28, 2022, the ’ company s trading of foreign government bonds with a credit rating not lower than the sovereign rating of the ROC, is exempt from being publicly announced and reported on the FSC's designated website.

Amendment Version Original Version
of the following criteria: not a related party, and the A. For a public company transaction amount meets any whose paid-in capital is less of the following criteria: than NT$10 billion, the A. For a public company transaction amount reaches whose paid-in capital is less NT$500 million or more. than NT$10 billion, the
B. For a public company transaction amount reaches whose paid-in capital is NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

B. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. 5. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 6. Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following

Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of domestic

Reason

			Amendment Version	Original Version	Reason
		…	government bondsor foreign government bonds with a credit rating not lower than the sovereign rating of the ROC.	circumstances: A. Trading of domestic government bonds. …
Article 34		These Regulations first approved on Oct. 1, 2001 andrecently amended on May 27, 2022,shall be approved bythe audit committee and the BOD, and submitted to the shareholders' meeting for approval.If there are matters not mentioned herein, please follow the relevant laws and the procedures issued by companyto handle.		Article 14 Supplementary articles These Regulations first approved on Oct. 1, 2001 and the amended on~~Jan. 1, 2019~~shall be approved by~~shareholders~~`’`~~meeting.~~If there are matters not mentioned herein, please follow the relevant laws and the procedures issued by company to handle.	These Regulations shall be approved by the audit committee and the BOD, and submitted to the shareholders' meeting for approval.

Attachment 12

The list of candidates for directors

Name of nominee	Educations	Experiences	Current Positions	Shareholding (shares)
CHOU, CHIN-WEN	Oriental Institute of Technology	Chairman/ General Manager of ZIPPY TECHNOLOGY CORP.	Chairman of ZIPPY TECHNOLOGY CORP.	9,918,432
KAO, MING-CHUAN	Executive Master of Business Administration, National Chengchi University	General Manager/Deputy General Manager of ZIPPY TECHNOLOGY CORP.	General Manager of ZIPPY TECHNOLOGY CORP.	7,825,423
TSAI, CHIN-SHAN	Master of International Business, National Taiwan University	Deputy General Manager of ZIPPY TECHNOLOGY CORP.	Director of ZIPPY TECHNOLOGY CORP.	6,575,752
CHUNG, YEN-YEN	Executive Master of Business Administration, National Taipei University	Chairman/ General Manager of ZIPPY TECHNOLOGY CORP.	Supervisor of ZIPPY TECHNOLOGY CORP. Director of LYDSEC DIGITAL TECHNOLOGY CO., LTD. Director of VIDEO ACCESS TECHNOLOGY CORP. Director of FENG SANG ENTERPRISE CO., LTD.	10,337,267

The list of candidates for independent directors

Name of nominee	Educations	Experiences	Current Positions	Shareholding (shares)
CHOU, CHAI-FA	Master's Degree, St. Thomas University Master of Business Administration, Tamkang University	Chairman of MARKT CO., LTD. General Manager of BES ENGINEERING CORPORATION General Manager of Chunchi Construction Co., Ltd.	Deputy General Manager of Dunxin Construction Co., Ltd.	15,000
CHEN, HUANG-HUN G	Executive Master of Business Administration, National Chengchi University	Senior Management Consultant of Zhenguan Consultant Co., Ltd.	Senior Management of Consultant Zhenguan Consultant Co., Ltd.	-
LIU, HSUEH-LI	Executive Master of Business Administration, Tulane University	Great China Area CFO of Aegis Great China Area CFO of Media GroupM	CFO of NEXT ANIMATION STUDIO LIMITED TAIWAN BRANCH (HONG KONG)	-

AI assistant

ZIPPY — AGM Information 2022

52069_rns_2022-08-02_0909f912-b88f-4be2-9845-2c3b58e5b784.pdf

ZIPPY TECHNOLOGY CORP. Minutes of 2022 Annual General Shareholders’ Meeting (Translation)

1. Call the Meeting to Order

2. Chairman Remarks: (Omitted)

3. Report Items:

4. Ratification Items

5. Discussion Items

Explanation:

Explanation:

Explanation:

Explanation:

Explanation:

6. Election Matters

Explanation:

Election Results:

7. Other Proposals

Explanation:

8. Questions and Motions: None.

9. Adjournment

Attachments

Attachment 1

2021 Business Report of ZIPPY TECHNOLOGY CORP.

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

ZIPPY TECHNOLOGY CORP.

Supervisor’s Review Report

ZIPPY TECHNOLOGY CORP

Amendment Version

3. Confidentiality

4. Fair trade

3. Confidentiality

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Account receivables impairment

2. Inventory Obsolescence Evaluation

Other Matter

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Notes to Readers

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Account receivables impairment

Description of the key audit matter:

2. Inventory Obsolescence Evaluation

Description of the key audit matter:

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

Auditor’s Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE)

ZIPPY TECHNOLOGY CORP. BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE) ZIPPY TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) ZIPPY TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ZIPPY TECHNOLOGY CORP . Profits Distribution Table

Year 2021

ZIPPY TECHNOLOGY CORP

ZIPPY TECHNOLOGY CORP

Comparison Chart of Amendments to “Procedures for Election of Directors and Supervisors”

ZIPPY TECHNOLOGY CORP

ZIPPY TECHNOLOGY CORP

ZIPPY TECHNOLOGY CORP

ZIPPY TECHNOLOGY CORP

Reason

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ZIPPY AGM Information 2022