ZIPPY - AGM Information 2023 | FinancialReports.eu

ZIPPY TECHNOLOGY CORP. Minutes of 2023 Annual General Shareholders’ Meeting (Translation)

Time and Date: 9:00 am., May 30, 2023

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

Quorum: 100,318,670 shares were represented by shareholders in person and by proxy (including by exercising voting rights electronically: 7,096,492 shares), which are mounted to 65.71% 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 / Chung, Yen-Yen Independent Director: Chou, Chai-Fa / Chen, Huang-Hung

Attendance: Chen, Ying-Ru, CPA / Lu, Han-Yu, 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. 2022 Business report (Please refer to Attachment 1)
b. 2022 Audit Committee’s Review Report (Please refer to Attachment 2)
c. The Status of Distribution Remuneration of Employees and Directors in 2022

4. Ratification Items

Proposal: Ratification of the 2022 Business Report and Financial Statements Explanation:

a. The Company’s 2022 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 Audit Committee of Zippy Technology Corp.
b. The 2022 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements are attached hereto as Attachment 1 and Attachment 3.

Resolution:

a. Speeches and questions from shareholders: None.
b. Approved and acknowledged as proposed by voting: a total of 92,249,520 shares with voting rights were present when votes were cast.

92,249,520 shares with voting rights were present cast.	when votes were
Result	% of the total votingrights
The number of voting rights for approval is 90,465,964, among which 5,437,936 was exercised byelectronic transmission	98.06%
The number of votes against is 8,077, among which 8,077 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 1,775,479, among which 1,650,479 was exercised byelectronic transmission	1.92%

Proposal: Adoption of the Proposal for Distribution of 2022 Profits

Explanation:

a. The 2022 Profit Distribution had been resolved by the Board of Directors and reviewed by the Audit Committee, please refer to Attachment 4.

b. 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.
c. 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:

a. Speeches and questions from shareholders: None.
b. Approved and acknowledged as proposed by voting: a total of 92,249,520 shares with voting rights were present when votes were cast.

92,249,520 shares with voting rights were present cast.	when votes were
Result	% of the total votingrights
The number of voting rights for approval is 90,542,971, among which 5,514,943 was exercised byelectronic transmission	98.15%
The number of votes against is 8,077, among which 8,077 was exercised byelectronic transmission	0.00%
The number of invalid votes is 0	0.00%
The number of votes abstained is 1,698,472, among which 1,573,472 was exercised byelectronic transmission	1.84%

5. Questions and Motions: None.

6. Adjournment

Meeting adjourned at 9:18 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 2023 Annual General Shareholders’ Meeting of ZIPPY TECHNOLOGY CORP., the Chinese version shall prevail.

Attachments

Attachment 1

2022 Business Report of ZIPPY TECHNOLOGY CORP. (Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Company's Consolidated Balance Sheet on 12/31/22 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, notes receivable, other receivables, inventories, other current assets, etc., was $2,127,746. The amount of non-current assets, including property, plant and equipment, right-of-use assets, investment property, intangible assets, deferred income tax assets, prepayment for business facilities and guarantee deposits paid, etc., was $3,459,253. The total amount of total assets was $5,586,999.
b. The amount of current liabilities, including short-term borrowings, contract liabilities, accounts payable, notes payable, other payables, current tax liabilities, lease liabilities, long-term borrowings (current portion) and other current liabilities was $739,167. The amount of non-current liabilities, including long-term borrowings, deferred income tax liabilities, lease liabilities, net determined benefit liability and guarantee deposits received, etc., was $1,150,817. The total amount of total liabilities was $1,889,984.
c. The total amount of the equity attributable to the owners of the parent company, which included $1,526,487 of ordinary share, $135,564 in capital surplus, $2,024,209 in retained earnings, and ($23,961) in other equity interests, was $3,662,299. After adding $34,716 of non-controlling interests, the total amount of total equity was $3,697,015.
The Company’s consolidated Statements of Comprehensive Income for 2022 is as follows:
a. The total amount of consolidated sales revenue was $2,642,175, which included $1,106,458 of micro-switch and $1,535,717 of power supply. The

consolidated sales revenue for the year increased by $20,682, compared with last year, an increase of 0.78%.

b. The total amount of operating expenses, which included $1,527,174 of operating costs and $416,727 of operating expenses, was $1,943,901.
c. Non-operating income and expenses included $4,325 of interest income, $138,724 of other income, $41,304 of net incomes of other gains and losses, and $18,226 of financial costs. Total non-operating net income was $166,127.
The Company's surplus in 2022 is as follows:
a. The annual net operating income was $698,274, accounting for 26% of the sales revenue. The profit from continuing operations before tax was $864,401, accounting for 32% of the sales revenue; the net profit after tax for the current period was $677,032, accounting for 25% of the sales revenue. Compared with last year, net operating income, pre-tax net profit and current net profit increased by $68,434, $131,994 and $93,381, respectively; the increases were 10.87%, 18.02% and 16%.
b. The net after-tax other comprehensive income/(loss) was $50,769, and the total comprehensive income for the period was $727,801, accounting for 27% of operating income. The amount of net profit attributable to owners of parent in the current period was $675,837, and the total amount of comprehensive income attributable to owners of parent was $726,415. Compared with last year, the net profit attributable to owners of parent and the total comprehensive income attributable to owners of parent increased by $93,317 and $160,102, respectively; the increases were 16.02% and 28.27%, respectively.
c. The basic earnings per share was 4.43, an increase of 0.61 from last year's 3.82, an increase of 15.97%.
d. Looking at it all, along with the epidemic slowdown and unblocked, the global economy was expected to continue to recover. However, due to the adverse effects of the Russian-Ukrainian War, China’s strict blockade and global inflation, the Company’s overall operations in 2022 was still growing compared to the previous year. Looking forward to the coming year, not only the global economy will continue to be weak since the second half of 2022, but also the Company will affect by factors such as geopolitics, financial fluctuations, climate anomalies, and changes in the global supply chain. The

Company will do the best to overcome difficulties and challenges and maintain a certain degree of competitiveness in order to meet the needs of customers with high-quality, short-term delivery, and innovative products and services, and create more values for shareholders, customers ,and employees to share fruitful operating results.

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

Attachment 2

ZIPPY TECHNOLOGY CORP.

Audit Committee’s Review Report

The Board of Directors has prepared and submitted to us the Company’s 2022 Business Report, Financial Statements, and proposal for profit distribution. The Financial Statements have been audited, certified and issued an audit report by CPA firm of KPMG. The Business Report, Financial Statements, and profit distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

ZIPPY TECHNOLOGY CORP.

Convener of the Audit Committee: Chou, Chai-Fa

Attachment 3

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, 2022 and 2021, 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, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2022 and 2021 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.

Revenue recognition

Please refer to Note 4(o), and 6(r) for accounting policies and related disclosure information for revenue, respectively.

Description of the key audit matter:

The main business items of the Group are power supplies and micro switches. Sales transactions of the Group are mainly for export. There is uncertainty in the timing of export revenue recognition due to the long delivery period and the risk reward and ownership of the goods. The focus of attention is whether the timing of revenue recognition meets the transaction terms. Therefore, the timing for revenue recognition has been identified as a key audit matter in the current period.

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 assessing the appropriateness of the accounting policies and the design of related internal control for the timing of revenue recognition to the Group; conducting internal control tests to confirm whether the internal control is effectively implemented; executing the cut-off test for revenue recognition based on the transactions for a period of time before and after the report date.

Other Matter

Zippy Technology Corp. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2022 and 2021, 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) 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 14, 2023

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, 2022 AND 2021

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2022.12.3	1	2021.12.	2022.12.3	1	2021.12.	31
Amount	�	Amount	Amount	�	Amount	�
$ 719,386) 92,215) 19,411) 370,964) 5,276) 889,267) 31,227)	13) 2) - 7) - 16) 1)	754,876) 82,775) 28,810) 404,435) 13,894) 902,423) 19,377)	$ 13,083) 13,809) 11,644) 263,342) 206,456) 167,090) 2,014) 50,000) 11,729)	- - - 5) 4) 3) - 1) -	43,803) 18,143) 30,106) 543,176) 196,261) 149,021) 1,985) 50,000) 12,334)	1) - - 10) 3) 3) - 1) -
2,127,746)	39)	2,206,590)
1,247,284) 11,679) 2,127,882) 21,082) 34,157) 16,667) 502)	22) - 38) - 1) - -	1,263,211) 13,616) 2,134,703) 21,346) 33,320) 22,495) 494)
			739,167)	13)	1,044,829)	18)
			1,108,000) - 1,661) 17,223) 23,933)	20 - - - 1)	1,158,000) 340) 3,514) 39,907) 21,011)	20 - - 1) -
			1,150,817)	21)	1,222,772)	21)
			1,889,984)	34)	2,267,601)	39)
3,459,253)	61)	3,489,185)	1,526,487) 135,564) 2,024,209) (23,961)	27) 2) 36) -	1,526,487) 135,564) 1,797,660) (65,881)	27) 2) 32) (1)

			3,662,299) 34,716)	65 1)	3,393,830) 34,344)	60 1)
			3,697,015)	66	3,428,174)	61
$ 5,586,999)	100)	5,695,775)	$ 5,586,999)	100	5,695,775)	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, 2022 AND 2021 (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,
2022		�	2021	�
$ 2,642,175) 1,527,174) 1,115,001) 85,612) 262,861) 70,873) (2,619) 416,727) 698,274) 4,325) 138,724) 41,304) (18,226) 166,127) 864,401) 187,369) 677,032) 11,061) (2,212) 8,849) 41,920) - 41,920) 50,769) $ 727,801) $ 675,837) 1,195) $ 677,032) $ 726,415) 1,386) $ 727,801) $ $		100) 58)	2,662,857) 1,636,253)	100) 61)
	1,115,001)	42)	1,026,604)	39)
	85,612) 262,861) 70,873) (2,619)	3) 10) 3) -	89,330) 227,208) 77,869) 2,357)	3) 8) 3) -
	416,727)	16)	396,764)	14)
	698,274)	26)	629,840)	25)
	4,325) 138,724) 41,304) (18,226)	- 5) 2) (1)	2,450) 139,005) (24,004) (14,884)	- 5) (1) (1)
	166,127)	6)	102,567)	3)
	864,401) 187,369)	32) 7)	732,407) 148,756)	28) 6)
	677,032)	25)	583,651)	22)
	11,061) (2,212)	- -	(1,732) 347)	- -
	8,849)	-	(1,385)	-
	41,920) -	2) -	(14,812) -	(1) -
	41,920)	2)	(14,812)	(1)
	50,769)	2)	(16,197)	(1)
		27)	567,454)	21)
		25) -	582,520) 1,131)	22) -
		25)	583,651)	22)
		27) -	566,313) 1,141)	21) -
		27)	567,454)	21)
		4.43)		3.82)
		4.41)		3.80)

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 CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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
	135,564)	753,749)	41,362	810,678)	1,605,789)	(51,069)	3,216,771)	34,852)	3,251,623)
- -	- -	- -	- -	582,520) (1,395)	582,520) (1,395)	- (14,812)	582,520) (16,207)	1,131) 10)	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)
1,526,487) - -	135,564) - -	798,109) - -	51,068 - -	948,483) 675,837) 8,658)	1,797,660) 675,837) 8,658)	(65,881) - 41,920)	3,393,830) 675,837) 50,578)	34,344) 1,195) 191)	3,428,174) 677,032) 50,769)
-	-	-	-	684,495)	684,495)	41,920)	726,415)	1,386)	727,801)
- - - -	- - - -	58,113) - - -	- 14,811) - -	(58,113) (14,811) (457,946) -	- - (457,946) -	- - - -	- - (457,946) -	- - - (1,014)	- - (457,946) (1,014)
	135,564)	856,222)	65,879	1,102,108)	2,024,209)	(23,961)	3,662,299)	34,716)	3,697,015)

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, 2022 AND 2021 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2022 Cash flows from operating activities: Profit before tax $ 864,401) Adjustments: Adjustments to reconcile profit: Depreciation expense 84,689) Amortization expense 969) Expected credit loss (gain) (2,619) Interest expense 18,226) Interest income (4,325) Loss on disposal of property, plant and equipment 53) Total adjustments to reconcile profit 96,993) Changes in operating assets and liabilities: Changes in operating assets: Financial assets at fair value through profit or loss, mandatorily measured at fair value (7,987) Notes receivable 9,399) Accounts receivable 36,069) Other receivables 8,760) Inventories 12,934) Other current assets 952) Total changes in operating assets 60,127) Changes in operating liabilities: Contract liabilities (4,334) Notes payable (18,462) Accounts payable (279,834) Other payables 12,169) Other current liabilities (605) Net defined benefit liabilities, non-current (13,835) Total changes in operating liabilities (304,901) Total changes in operating assets and liabilities (244,774) Total adjustments (147,781) Cash inflow (outflow) generated from operations 716,620) Interest received 4,183) Interest paid (17,793) Income taxes paid (183,598) Net cash flows from (used in) operating activities 519,412) Cash flows from investing activities: Acquisition of property, plant and equipment (19,495) Proceeds from disposal of property, plant and equipment 790) Decrease in guarantee deposits paid (8) Acquisition of intangible assets (705) Increase in prepayments for business facilities (15,072) Net cash flows (used in) from investing activities (34,490) Cash flows from financing activities: Increase (decrease) in short-term borrowings (31,283) Repayments of long-term borrowings (50,000) Increase (decrease) in guarantee deposits received 2,922) Payment of lease liabilities (2,062) Cash dividends paid (457,946) Change in non-controlling interests (1,014) Net cash flows used in (from) financing activities (539,383) Effect of exchange rate changes on cash and cash equivalents 18,971) Net (decrease) increase in cash and cash equivalents (35,490) Cash and cash equivalents at beginning of period 754,876) Cash and cash equivalents at end of period $ 719,386)	2021
	732,407) 80,501) 971) 2,358) 14,884) (2,450) 596)
	96,860)
	29,571) 8,143) 49,042) (4,043) (232,236) 49,649)
	(99,874)
	5,141) 4,120) 168,802) (6,988) (1,888) 452)
	169,639)
	69,765)
	166,625)
	899,032) 2,519) (15,017) (109,215)
	777,319)
	(7,140) 1,297) 59) - (38,441)
	(44,225)
	(214,317) (50,000) (3,334) (1,918) (389,254) (1,649)
	(660,472)
	(6,302)
	66,320) 688,556)
	754,876)

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, 2022 and 2021, 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, 2022 and 2021, and its financial performance and its cash flows for the years ended December 31, 2022 and 2021 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.

Revenue Recognition

Please refer to Note 4(o), and 6(p) for accounting policies and related disclosure information for revenue, respectively.

Description of the key audit matter:

The main business items of the Company are power supplies and micro switches. Sales transactions of the Company are mainly for export. There is uncertainty in the timing of export revenue recognition due to the long delivery period and the risk reward and ownership of the goods. The focus of attention is whether the timing of revenue recognition meets the transaction terms. Therefore, the timing for revenue recognition has been identified as a key audit matter in the current period.

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 assessing the appropriateness of the accounting policies and the design of related internal control for the timing of revenue recognition to the Company; conducting internal control tests to confirm whether the internal control is effectively implemented; executing the cut-off test for revenue recognition based on the transactions for a period of time before and after the report date.

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 14, 2023

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 PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

ZIPPY TECHNOLOGY CORP.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2022.12.3	1	2021.12.3	2022.12.3	1	2021.12.3	1
Amount	`％`	Amount	Amount	`％`	Amount	`％`
$ 457,404 9,368 261,759 85,823 2,854 30,441 701,898 11,040 2,636	8 - 5 2 - 1 13 - -	562,079 16,718 330,969 59,356 10,608 40,081 725,584 15,364 2,786	$ - 13,809 10,348 257,551 179,380 14,477 143,862 50,000 3,906	- - - 5 3 - 3 1 -	25,000 17,360 28,218 531,161 164,623 21,436 135,016 50,000 4,894	- - 1 10 3 - 2 1 -
1,563,223	29	1,763,545	673,333	12	977,708	17
816,535 1,004,876 2,037,467 21,082 21,914 14,033 88	15 18 37 - 1 - -	685,998 1,023,119 2,047,709 21,346 22,409 20,254 88	1,108,000 14,825 20,761	20 - 1	1,158,000 36,713 18,217	21 1 -
			1,143,586	21	1,212,930	22
			1,816,919	33	2,190,638	39
			1,526,487 135,564 2,024,209 (23,961)	28 2 37 1	1,526,487 135,564 1,797,660 (65,881)	27 3 32 (1)
3,915,995	71	3,820,923

			3,662,299	67	3,393,830	61
$ 5,479,218	100	$ 5,584,468	$ 5,479,218	100	$ 5,584,468	100

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

ZIPPY TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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,
2022		`％`	2021	`％`
$ 2,430,884) 1,536,829) 894,055) 35,969) 23,197) 878,283) 44,711) 188,758) 70,873) (2,900) 301,442) 576,841) 2,946) 107,442) 44,325) (17,821) 105,850) 242,742) 819,583) 143,746) 675,837) 10,400) 338) (2,080) 8,658) 41,920) - 41,920) 50,578) $ 726,415) $ $		100) 63)	2,498,290) 1,621,029)	100) 65)
	894,055) 35,969) 23,197)	37) 2) 1)	877,261) 23,197) 25,037)	35) 1) 1)
	878,283)	36)	879,101)	35)
	44,711) 188,758) 70,873) (2,900)	2) 8) 3) -	45,217) 151,319) 77,869) 2,445	2) 6) 3) -
	301,442)	13)	276,850)	11)
	576,841)	23)	602,251)	24)
	2,946) 107,442) 44,325) (17,821) 105,850)	- 4) 2) (1) 4)	1,416) 116,354) (18,717) (14,486) 30,393)	- 5) (1) (1) 1)
	242,742)	9)	114,960)	4)
	819,583) 143,746)	32) 6)	717,211) 134,691)	28) 5)
	675,837)	26)	582,520)	23)
	10,400) 338) (2,080)	- - -	(1,765) 17) 353	- - -
	8,658)	-	(1,395)	-
	41,920) -	2) -	(14,812) -	(1) -
	41,920)	2)	(14,812)	(1)
	50,578)	2)	(16,207)	(1)
		28)	566,313)	22)
		4.43)		3.82)
		4.41)		3.80)

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) ZIPPY TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Balance at January 1, 2021

Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve reversed Cash dividends of ordinary shares Balance at December 31, 2021 Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary shares Balance at December 31, 2022

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
	135,564)	753,749)	41,362	810,678)	1,605,789)	(51,069)	3,216,771)
- -	- -	- -	- -	582,520) (1,395)	582,520) (1,395)	- (14,812)	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)
1,526,487) - -	135,564) - -	798,109) - -	51,068 - -	948,483) 675,837) 8,658)	1,797,660) 675,837) 8,658)	(65,881) - 41,920)	3,393,830) 675,837) 50,578)
-	-	-	-	684,495)	684,495)	41,920)	726,415)
- - -	- - -	58,113) - -	- 14,811) -	(58,113) (14,811) (457,946)	- - (457,946)	- - -	- - (457,946)

The accompanying notes are an integral part of financial statements

(ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) ZIPPY TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 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 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	2022 $ 819,583) 60,977) 969) (2,900) 17,821) (2,946) (105,850) 52) 38,969) (23,197) (16,105) --- 7,350) 72,110) (26,467) 7,803) 9,640) 23,686) 4,324) 150) 98,596) (3,551) (17,870) (273,610) 22,611) (6,959) (988) (11,488) (291,855) (193,259) (209,364) 610,219) 2,897) 1,799) (17,388) (136,485) 461,042) --- (22,771) 790) --- (705) (12,629) (35,315) (25,000) (50,000) 2,544) (457,946) (530,402) (104,675) 562,079) 457,404)	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)

The accompanying notes are an integral part of financial statements

Attachment 4

ZIPPY TECHNOLOGY CORP .

Profits Distribution Table

Year 2022

	Unit: NTD$
Items	Total
Beginning retained earnings	417,611,316
Add: Remeasurements of defined benefit plans	8,320,440
Add: Other comprehensive income - Long-term investment	338,215
Add: Net profit after tax	675,837,119
Less: Legal Reserve	(68,449,577)
Add: Special Reserve	41,919,198
Distributable net profit	1,075,576,711
Less: Distributable item
Cash dividend to shareholders (NT$3.5 per share)	(534,270,408)
Unappropriated retained earnings	541,306,303

Note 1: Outstanding Shares 152,648,688

AI assistant

ZIPPY — AGM Information 2023

52069_rns_2023-05-30_2d7598b6-4ee9-478e-8886-93f98742bdea.pdf

ZIPPY TECHNOLOGY CORP. Minutes of 2023 Annual General Shareholders’ Meeting (Translation)

1. Call the Meeting to Order

2. Chairman Remarks: (Omitted)

3. Report Items:

4. Ratification Items

Resolution:

Explanation:

Resolution:

5. Questions and Motions: None.

6. Adjournment

Attachments

Attachment 1

2022 Business Report of ZIPPY TECHNOLOGY CORP. (Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

ZIPPY TECHNOLOGY CORP.

Audit Committee’s Review Report

ZIPPY TECHNOLOGY CORP.

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

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

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

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

(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, 2022 AND 2021 (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 CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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, 2022 AND 2021 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

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 PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE)

ZIPPY TECHNOLOGY CORP.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021

ZIPPY TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

(ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) ZIPPY TECHNOLOGY CORP.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Balance at January 1, 2021

(ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUDED IN CHINESE) ZIPPY TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Attachment 4

ZIPPY TECHNOLOGY CORP .

Profits Distribution Table

Year 2022

More from ZIPPY

ZIPPY AGM Information 2023