ZIPPY - AGM Information 2024 | FinancialReports.eu

Stock Code: 2420

ZIPPY TECHNOLOGY CORP.

2024 Annual General Shareholders’ Meeting Meeting Agenda

Time: Tuesday, May 21, 2024. 9:00 a.m.

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

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

ZIPPY TECHNOLOGY CORP.

Procedure for 2024 Annual General Shareholders’ Meeting

1. Call the Meeting to Order

2. Chairman Remarks

Report Items

4. Ratification Items

Questions and Motions

6. Adjournment

I. Meeting Agenda ...……………………………………………...........1 II. Report Items.....……………………………………………………...2 III. Ratification Items…………..…………………………………….…2 IV. Questions and Motions……………………………………………..3 V. Adjournment………………………………………………………3 Attachments 1. 2023 Business Report…………………………………………....4 2. 2023 Audit Committee’s Review Report………………………7 3. Independent Auditors’ Report and Consolidated/Parent Company Only Financial Statements for Year 2023………………………..8 4. Profit Distribution Table for Year 2023…………….……………22 Appendix 1. Rules and Procedure for Shareholders Meeting……...…...........23 2. Articles of Incorporation………………………….……………29 3. Shareholdings of Directors……………….…………...……….37

I. Meeting Agenda

ZIPPY TECHNOLOGY CORP.

Agenda of 2024 Annual General Shareholders’ Meeting

Time: Tuesday, May 21, 2024. 9:00 a.m. Place: No. 20-2, Sanmin Rd., Xindian Dist., New Taipei City 231 Physical conference held.

1. Call the Meeting to Order.

2. Chairman Remarks

3. Report Items

a. 2023 Business report
b. 2023 Audit Committee’s Review Report
c. The Status of Distribution Remuneration of Employees and Directors in 2023

4. Ratification Items

a. Ratification of the 2023 Business Report and Financial Statements
b. Adoption of the Proposal for Distribution of 2023 Profits

5. Questions and Motions

6. Adjournment

II. Report Items

Report No. 1

Proposed by the Board

Summary: 2023 Business report

Explanation: 2023 Business Report is attached hereto as Attachment 1.

Report No. 2 Proposed by the Board

Summary: 2023 Audit Committee’s Review Report

Explanation: 2023 Audit Committee’s Review Report is attached hereto as Attachment 2.

Report No. 3 Proposed by the Board

Summary: The Status of Distribution Remuneration of Employees and Directors in 2023

Explanation:

Based on the article 30 of Articles of Incorporation.
Considering the company's profit in the year of 2023, 3% and 2% of the balance were distributed as remuneration to employees and directors, respectively, amounting to NT$ 21,157,986 and NT$ 14,105,324.
The remuneration of Employees will be distributed in cash.

III. Ratification Items

Report No. 1

Proposed by the Board

Proposal: Ratification of the 2023 Business Report and Financial Statements Explanation:

The Company’s 2023 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 and examined by the Audit Committee of Zippy Technology Corp.

The 2023 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements are attached hereto as Attachment 1 and Attachment 3.

Resolution:

Proposal: Adoption of the Proposal for Distribution of 2023 Profits

Explanation:

The 2023 Profit Distribution had been resolved by the Board of Directors and reviewed by the Audit Committee, please refer to Attachment 4.
Upon the approval of the Annual General Shareholders’ Meeting, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.
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:

IV. Questions and Motions

V. Adjournment

Attachments

Attachment 1

2023 Business Report of ZIPPY TECHNOLOGY CORP. (Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

The Company's Consolidated Balance Sheet on 12/31/23 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 $1,987,843. 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 $3,392,315. The total amount of total assets was $5,380,158.
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 $585,535. 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 $1,099,659. The total amount of total liabilities was $1,685,194.
c. The total amount of the equity attributable to the owners of the parent company, which included $1,526,487 of ordinary share, $135,562 in capital surplus, $2,030,759 in retained earnings, and ($28,228) in other equity interests, was $3,664,580. After adding $30,384 of non-controlling interests, the total amount of total equity was $3,694,964.
The Company’s consolidated Statements of Comprehensive Income for 2023 is as follows:
a. The total amount of consolidated sales revenue was $2,126,487, which included $994,732 of micro-switch and $1,131,755 of power supply. The

consolidated sales revenue for the year decreased by $515,688, compared with last year, a decrease of 19.52%.

b. The total amount of operating expenses, which included $1,220,249 of operating costs and $370,988 of operating expenses, was $1,591,237.
c. Non-operating income and expenses included $19,410 of interest income, $147,821 of other income, $537 of net incomes of other gains and losses, and $23,445 of financial costs. Total non-operating net income was $144,323.
The Company's surplus in 2023 is as follows:
a. The annual net operating income was $535,250, accounting for 25% of the sales revenue. The profit from continuing operations before tax was $679,573, accounting for 32% of the sales revenue; the net profit after tax for the current period was $538,494, accounting for 25% of the sales revenue. Compared with last year, net operating income, pre-tax net profit and current net profit decreased by $163,024, $184,828 and $138,538, respectively; the decreases were 23.35%, 21.38% and 20.46%.
b. The net after-tax other comprehensive income/(loss) was ($5,030), and the total comprehensive income for the period was $533,464, accounting for 25% of operating income. The amount of net profit attributable to owners of parent in the current period was $541,605, and the total amount of comprehensive income attributable to owners of parent was $536,553. Compared with last year, the net profit attributable to owners of parent and the total comprehensive income attributable to owners of parent decreased by $134,232 and $189,862, respectively; the decreases were 19.86% and 26.14%, respectively.
c. The basic earnings per share was 3.55, a decrease of 0.88 from last year's 4.43, a decrease of 19.86%.
d. Taken together, faced with adverse factors such as regional wars, rising inflation, Sino-US technological competition, and geo-economic differentiation, global trade has developed in fragments, and the company's overall operating conditions in 2023 have declined compared with the previous year.

Looking forward to the next year, the global economy is gradually emerging from difficulties, but the negative aftermath is still there and the recovery is

still showing low growth. The company will adjust its business strategy promptly, actively explore the market, and strengthen supply chain management to maintain a certain degree of competitiveness. It hopes to meet customers' needs with high-quality, short-delivery, innovative products and services, and create new opportunities for shareholders, customers, and employees. more value and share fruitful business results.

Chairman: Chou, Chin-Wen President: Kao, Ming-Chuan Accounting officer: Yang, Chu-Ting

Attachment 2

ZIPPY TECHNOLOGY CORP.

Audit Committee’s Review Report

The Board of Directors has prepared and submitted to us the Company’s 2023 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, 2023 and 2022, 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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2023 and 2022 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(s) 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, 2023 and 2022, 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 6, 2024

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2023.12.3	1	2022.12.	2023.12.3	1	2022.12.	31
Amount	％	Amount	Amount	％	Amount	％
$ 885,011) 92,275) 68,700) 19,665) 274,030) 5,500) 89) 603,253) 39,320)	17) 2) 1) - 5) - - 11) 1)	640,366) 92,215) 79,020) 19,411) 370,964) 5,276) - 889,267) 31,227)	$ 13,605) 11,258) 10,187) 158,297) 173,115) 152,491) 1,644) 50,000) 14,938)	- - - 3) 3) 3) - 1) 1)	13,083) 13,809) 11,644) 263,342) 206,456) 167,090) 2,014) 50,000) 11,729)	- - - 5) 4) 3) - 1) -
1,987,843)	37)	2,127,746)	585,535)	11)	739,167)	13)
1,193,209) 9,310) 2,113,147) 20,261) 37,078) 18,870) 440)	22) - 39) 1) 1) - -	1,247,284) 11,679) 2,127,882) 21,082) 34,157) 16,667) 502)	1,108,000) 613) 6) 17,465) 23,575)	20 - - - -	1,108,000) - 1,661) 17,223) 23,933)	20 - - - 1)
			1,099,659)	20)	1,150,817)	21)
			1,685,194)	31)	1,889,984)	34)
			1,526,487) 135,562) 2,030,759) (28,228)	28) 3) 38) (1)	1,526,487) 135,564) 2,024,209) (23,961)	27) 2) 36) -
3,392,315)	63)	3,459,253)

			3,664,580) 30,384)	68 1)	3,662,299) 34,716)	65 1)
			3,694,964)	69	3,697,015)	66
$ 5,380,158)	100)	5,586,999)	$ 5,380,158)	100	5,586,999)	100

The accompanying notes are an integral part of financial statements

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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,
2023		％	2022	％
		100) 57)	2,642,175) 1,527,174)	100) 58)
	906,238)	43)	1,115,001)	42)
	79,269) 223,939) 68,239) (459)	4) 11) 3) -	85,612) 262,861) 70,873) (2,619)	3) 10) 3) -
	370,988)	18)	416,727)	16)
	535,250)	25)	698,274)	26)
	19,410) 147,821) 537) (23,445)	1) 7) - (1)	4,325) 138,724) 41,304) (18,226)	- 5) 2) (1)
	44,323)	7)	166,127)	6)
	679,573) 141,079)	32) 7)	864,401) 187,369)	32) 7)
	538,494)	25)	677,032)	25)
	(953) 190)	- -	11,061) (2,212)	- -
	(763)	-	8,849)	-
	(4,267) -	- -	41,920) -	2) -
	(4,267)	-	41,920)	2)
	(5,030)	-	50,769)	2)
		25)	727,801)	27)
		25) -	675,837) 1,195)	25) -
		25)	677,032)	25)
		25) -	726,415) 1,386)	27) -
		25)	727,801)	27)
		3.55) 3.54)		4.43)
				4.41)

The accompanying notes are an integral part of financial statements

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

		Equity attributable to owners ofparent	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)	798,109)	51,068	948,483)	1,797,660)	(65,881)	3,393,830)	34,344)	3,428,174)
- -	- -	- -	- -	675,837) 8,658)	675,837) 8,658)	- 41,920)	675,837) 50,578)	1,195) 191)	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)
1,526,487) - -	135,564) - -	856,222) - -	65,879 - -	1,102,108) 541,605) (785)	2,024,209) 541,605) (785)	(23,961) - (4,267)	3,662,299) 541,605) (5,052)	34,716) (3,111) 22)	3,697,015) 538,494) (5,030)
-	-	-	-	540,820)	540,820)	(4,267)	536,553)	(3,089)	533,464)
- - - - -	- - - (2) -	68,450) - - - -	- (41,919) - - -	(68,450) 41,919) (534,270) - -	- - (534,270) - -	- - - - -	- - (534,270) (2) -	- - - - (1,243)	- - (534,270) (2) (1,243)
	135,562)	924,672)	23,960	1,082,127)	2,030,759)	(28,228)	3,664,580)	30,384)	3,694,964)

The accompanying notes are an integral part of financial statements

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities: Profit before tax $ Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Expected credit loss (gain) Interest expense Interest income Loss on disposal of property, plant and equipment 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 Other receivables Inventories Other current assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Notes payable Accounts payable Other payables 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 Interest paid Income taxes paid Net cash flows from (used in) operating activities Cash flows from investing activities: Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease 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: Increase (decrease) in short-term borrowings Repayments of long-term borrowings Increase (decrease) in guarantee deposits received Payment of lease liabilities Cash dividends paid Payment of overdue cash dividends Change in non-controlling interests Net cash flows used in (from) financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $	2023 679,573) 85,724) 1,049) (459) 23,445) (19,410) (33) 90,316) (1,276) (254) 97,393) 2,617) 286,105) (1,209) 383,376) (2,551) (1,457) (105,045) (27,074) 3,209) (521) (133,439) 249,937) 340,253) 1,019,826) 16,569) (23,282) (164,929) 848,184) - 10,320) (16,243) 142) 62) (228) (7,129) (13,076) - (50,000) (358) (2,010) (534,270) (2) (1,243) (587,883) (2,580) 244,645) 640,366) 885,011)	2022
		864,401) 84,689) 969) (2,619) 18,226) (4,325) 53)
		96,993)
		(7,987) 9,399) 36,069) 8,760) 12,934) 952)
		60,127)
		(4,334) (18,462) (279,834) 12,169) (605) (13,835)
		(304,901)
		(244,774)
		(147,781)
		716,620) 4,183) (17,793) (183,598)
		519,412)
		(79,020) - (19,495) 790) (8) (705) (15,072)
		(113,510)
		(31,283) (50,000) 2,922) (2,062) (457,946) - (1,014)
		(539,383)
		18,971)
		(114,510) 754,876)
		640,366)

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, 2023 and 2022, 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, 2023 and 2022, and its financial performance and its cash flows for the years ended December 31, 2023 and 2022 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(q) 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 6, 2024

ZIPPY TECHNOLOGY CORP. BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2023.12.3	1	2022.12.3	2023.12.3	1	2022.12.3	1
Amount	％	Amount	Amount	％	Amount	％
$ 591,604 37,019 7,454 199,784 81,568 2,919 - 475,199 848 1,701	11 1 - 4 2 - - 9 - -	457,404 - 9,368 261,759 85,823 2,854 30,441 701,898 11,040 2,636	11,258 8,945 153,599 21,049 149,782 11,327 130,146 50,000 7,073	- - 3 - 3 - 3 1 -	13,809 10,348 257,551 - 179,380 14,477 143,862 50,000 3,906	- - 5 - 3 - 3 1 -
			543,179	10	673,333	12
1,398,096	27	1,563,223	1,058,000 15,251 20,457	20 - 1	1,108,000 14,825 20,761	20 - 1
848,606 964,716 2,027,225 20,261 25,706 16,773 84	16 18 38 - 1 - -	816,535 1,004,876 2,037,467 21,082 21,914 14,033 88
			1,093,708	21	1,143,586	21
			1,636,887	31	2,190,638	33
			1,526,487 135,562 2,030,759 (28,228)	29 3 38 (1)	1,526,487 135,564 2,024,209 (23,961)	28 2 37 -
3,903,371	73	3,915,995

			3,664,580	69	3,393,830	67
$ 5,301,467	100	$ 5,479,218	$ 5,301,467	100	$ 5,479,218	100

The accompanying notes are an integral part of financial statements

ZIPPY TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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,
2023		％	2022	％
$ 1,995,167) 1,213,045) 782,122) 42,064) 38,969) 779,027) 40,891) 152,502) 68,239) (265) 261,367) 517,660) 16,617) 114,988) 1,894) (22,753) 41,596) 152,342) 670,002) 128,397) 541,605) (1,028) 38) 205) (785) (4,267) - (4,267) (5,052) $ 536,553) $ $		100) 61)	2,430,884) 1,536,829)	100) 63)
	782,122) 42,064) 38,969)	39) 2) 2)	894,055) 38,969) 23,197)	37) 2) 1)
	779,027)	39)	878,283)	36)
	40,891) 152,502) 68,239) (265)	2) 8) 3) -	44,711) 188,758) 70,873) (2,900)	2) 8) 3) -
	261,367)	13)	301,442)	13)
	517,660)	26)	576,841)	23)
	16,617) 114,988) 1,894) (22,753) 41,596)	1) 6) - (1) 2)	2,946) 107,442) 44,325) (17,821) 105,850)	- 4) 2) (1) 4)
	152,342)	8)	242,742)	9)
	670,002) 128,397)	34) 6)	819,583) 143,746)	32) 6)
	541,605)	28)	675,837)	26)
	(1,028) 38) 205)	- - -	10,400) 338) (2,080)	- - -
	(785)	-	8,658)	-
	(4,267) -	- -	41,920) -	2) -
	(4,267)	-	41,920)	2)
	(5,052)	-	50,578)	2)
		28)	726,415)	28)
		3.55)		4.43)
		3.54)		4.41)

The accompanying notes are an integral part of financial statements

ZIPPY TECHNOLOGY CORP. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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
	135,564)	798,109)	51,068	948,483)	1,797,660)	(65,881)	3,393,830)
- -	- -	- -	- -	675,837) 8,658)	675,837) 8,658)	- 41,920)	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)
1,526,487) - -	135,564) - -	856,222) - -	65,879 - -	1,102,108) 541,605 (785)	2,024,209) 541,605) (785)	(23,961) - (4,267)	3,662,299) 541,605) (5,052)
-	-	-	-	540,820)	540,820)	(4,267)	536,553)
- - - -	- - - (2)	68,450) - - -	- (41,919) - -	(68,450) 41,919) (534,270) -	- - (534,270) -	- - - -	- - (534,270) (2)
	135,562)	924,672)	23,960	1,082,127)	2,030,759)	(28,228)	3,664,580)

The accompanying notes are an integral part of financial statements

ZIPPY TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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) Net loss (gain) on financial assets and liabilities at fair value through profit or loss 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: 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 Payables to related parties 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: Acquisition of financial assets at fair value through profit or loss 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 Payment of overdue cash dividends 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	2023 $ 670,002) 62,209) 1,049) (265) (1,090) 22,753) (16,617) (41,596) (17) 42,064) (38,969) 29,521) 1,914) 62,240) 4,255) 451) 30,441) 226,699) 10,192) 935) 337,127) (2,551) (1,403) (103,952) 21,049) (30,611) (3,150) 3,167) (602) (118,053) 219,074) 248,595) 918,597) 16,101) 2,201) (22,590) (145,700) 768,609) (35,929) (7,377) 120) 4) (228) (6,423) (49,833) --- (50,000) (304) (534,270) (2) (584,576) 134,200) 457,404) 591,604)	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)

The accompanying notes are an integral part of financial statements

Attachment 4

ZIPPY TECHNOLOGY CORP . Profits Distribution Table

Year 2023

Items Beginning retained earnings Less: Remeasurements of defined benefit plans Add: Other comprehensive income - Long-term investment Add: Net profit after tax Less: Legal Reserve Less: Special Reserve Distributable net profit Less: Distributable item Cash dividend to shareholders (NT$3.0 per share) Unappropriated retained earnings	Unit: NTD$ Total amount
	541,306,303 (822,497) 38,904 541,604,995 (54,082,140) (4,268,058)
	1,023,777,507
	(457,946,064)
	565,831,443

Note 1: Outstanding Shares 152,648,688

Appendix 1

ZIPPY TECHNOLOGY CORP

Rules and Procedure of Shareholders Meeting

Article 1

The rules of procedures for this Corporation's Shareholders’ Meeting (the "Rules"), except as otherwise provided by law, regulation, or the Articles of Corporation, shall be as provided in these Rules.

Article 2

Unless otherwise provided by law or regulation, this Corporation's Shareholders’ Meeting shall be convened by the board of directors. The Corporation shall prepare Handbook for Shareholders’ Meetings. A notice to a general Shareholders' Meeting and a special Shareholders' Meeting shall be given to each shareholder prior to the scheduled meeting date and completed the announcement included:

The reasons for convening a Shareholders’ Meeting shall be specified in the meeting notice and public announcement. Public announcement means the Corporation enters such information into the Market Observation Post System. 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, or Article 56-1 or Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed and the essential contents shall be explained among the reasons for 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 no proposal 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 writing or by way of electronic transmission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words (Include punctuation marks), and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular Shareholders’ Meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a Shareholders’ Meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders’ Meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 3

The meeting agenda shall be set by the board of directors. The meeting shall proceed in accordance with the agenda.

In order to receive consideration for any proposal not listed in the agenda or for any amendments or alternatives to such a proposal, shall provide from the voting right shareholders in written.

If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed voted and no further voting is necessary.

If the motions in written form proposed by the shareholders pursuant to the Article 172-1 of the Company Act and were approved to add into the regular Shareholders’ Meeting were the same kind of motion proposed by the board of directors, the motions will be combined and be discussed by the rule of above-mentioned item.

The chair shall decide the sequence of discussing and voting of the motions proposed by shareholders at the extemporaneous motions period.

Article 4

If a Shareholders’ Meeting is convened by the board of directors, the Meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Chairman shall appoint one of the managing directors to act as chair. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholders’ Meeting.

Article 5

Shareholders and their proxies (collectively, "shareholders") shall attend Shareholders’ Meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

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.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a Shareholders’ Meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting.

Attendance at Shareholders’ Meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

Article 6

Unless otherwise provided by Company Act, the chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such

postponements. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Shareholders’ Meeting shall be convened within 1 month.

If during the process of tentative resolutions the number of represented shares becomes sufficient to constitute the quorum, the chair may call the meeting to order and submit the tentative resolutions to the meeting for approval.

Article 7

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

Article 8

Explanation to a proposal shall not exceed five (5) minutes. Speech as an inquiry or in reply shall not exceed three minutes per person and may be extended for another three minutes if permitted by chair. In case the speech of a shareholder violates the time provisions or exceeds the scope of the discussion item, the chair may stop the speech of such shareholder.

Article 9

Any shareholder (including individuals and legal entities) cannot speak more than twice on the same issue. If an institutional shareholder designates two or more representatives to attend the meeting, only one representative may speak for each discussion item.

Article 10

Proposals not in the meeting’s agenda will not be put into discussion or vote. The chair may announce to end a discussion of any resolution if the chair deems it appropriate. The chair may put a resolution to vote at the end of a discussion.

Article 11

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under paragraph 2 of Article 179 of the Company Act.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 12

Unless otherwise specified for in the Company Act, resolutions shall be adopted by a majority vote at the meeting. The resolution is deemed to have been adopted if no objection is heard in response to the chair’s inquiry. Such a resolution is equivalent to a decision duly resolved through voting.

If no attending shareholder voices an objection following an inquiry by the chair, the proposal will be deemed approved, and the statement “consultation by chair without any opposition raised” should be documented in the meeting minutes. If there is an objection, the meeting minutes shall record the method of voting adopted therefore and the total number of votes for the proposal.

The voting rights could be exercised electronically and the shareholders voting rights deem attendance at shareholders meetings. The other processes shall follow the relevant regulations.

Article 13

Shareholders' Meeting shall be taped or recorded, and any tape or recording shall be preserved in accordance to the law.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 14

Matters relating to the resolutions of a Shareholders’ Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

Recording of the deliberations shall be preserved for as long as the business remains in operation.

Article 15

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the Shareholders Meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a Shareholders’ Meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 16

If the chair announces the adjournment in violation of these Rules, the shareholders may, by majority of the votes represented by the shareholder present at the meeting, designate one person as the chair to continue the meeting.

Article 17

These Rules shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

Article 18

These Rules and Procedures were approved on May 30, 2013 and the first amending on June 13, 2017. The second amending on May 27, 2022.

Appendix 2

ZIPPY TECHNOLOGY CORP.

Articles of Incorporation

Section I - General Provisions

Article 1

The Corporation shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be 新巨企業股份有限公司 in the Chinese language, and ZIPPY TECHONOLOGY CORP. in the English language.

Article 2

The scope of business of the Corporation is as follows:

C805050 Industrial plastic products manufacturing
C901010 Pottery and ceramic products manufacturing
CA02990 Other Fabricated metal products manufacturing business
CA0510 Powder metallurgy
CB01010 Machinery and equipment manufacturing
CC01030 Electric appliance and audiovisual electric products manufacturing
CC01060 Wired communication equipment and apparatus manufacturing
CC01070 Telecommunication equipment and apparatus manufacturing
CC01080 Electronic parts and components manufacturing
CC01110 Computers and computing peripheral equipments manufacturing
CC01990 Electrical machinery and supplies manufacturing business.
CQ01010 Die manufacturing
F404010 International trade
F401021 Controlled telecommunications radio-frequency devices and material import
CC01120 Data storage media manufacturing and duplicating
G202010 Parking garage business
ZZ999999 All businesses items that are not prohibited or restricted by law, except those are subject to special approval.

Article 3

The total amount of the Corporation’s investment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-up capital. The Corporation may provide endorsement and guarantee, and act as a guarantor.

Article 4

The Corporation shall have its head office in New Taipei City, Taiwan, and shall be free, upon approval of the Board of Directors in charge, to set up branch offices at various locations within and without the territory of the Republic of China.

Article 5

Public announcements of the Corporation shall be made in accordance with the Company Act Article 28.

Section II - Capital Stock

Article 6

The total capital stock of the Corporation shall be in the amount of 2,000,000,000 New Taiwan Dollars, divided into 200,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments in accordance with the resolutions of the Board of Directors.

The Corporation may issue employee stock options from time to time. A total of 5,000,000 shares

among the above total capital stock should be reserved for issuing employee stock options.

Article 6-1

The Corporation may issue shares without printing share certificates while it is registered with the centralized securities depository enterprise.

Article 7

The share certificates of the Corporation shall all be name-bearing share certificates, serially numbered with company stamp, affixed with the signatures or personal seals of the director representing the Corporation, and issued in accordance with the Article 162 of Company Act. The share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws.

Article 8

The shareholders shall supply signature card to our shareholder services agent evidencing identity or company registration, for withdrawing the dividend or exercising stock relevant rights in writing. All transfer of stocks, gift, creation of pledge, removal of pledge, reporting of loss, smudge, or other stock transaction conducted by shareholders of the Corporation shall follow the “Regulations Governing the Administration of Shareholder Services of Public Companies” and relevant regulations.

Article 9

The Corporation shall not handle any requests for transfers of shares within 60 days prior to the shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.

Section `Ⅲ` Shareholder Meeting

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 means of visual communication network or other methods promulgated by the central competent authority.

Article 11

Written notices shall be sent to all shareholders for the convening of shareholder meetings, at least 30 days in advance, in case of regular meetings; and at least 15 days in advance, in case of special meetings. The purpose(s), location and date for convening any such meeting shall be clearly stated in the written notices sent out to the shareholders.

Article 12

A shareholder who is unable to attend a shareholder meeting may appoint a proxy printed by the Corporation to attend the meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy, in accordance with the Article 177 of Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” prescribed by the competent authority.

Article 13

The chairman of the Board shall preside over the shareholder meetings. If the chairman is unable to attend the meeting, he/she shall designate a director to act on his/her behalf, or one of the directors

shall be elected from among themselves for presiding the meeting. If the meeting is not convened by the Board, it shall be presided by the convener. If there are more than one convener, the chairman shall be elected from among themselves.

Article 14

Each share of the Corporation is entitled to one vote, except for the shares without voting rights under Article 179 of Company Act.

Except for trust enterprises or shareholder services agent governed by the securities authorities, if a person is designated as proxy by more than two shareholders, the shares represented by the proxy shall not exceed 3 percent of the total number of issued shares of the Corporation.

Article 15

Except as provided in the Company Act, shareholder meetings may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding shares of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.

According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholder meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.

Article 16

The resolutions of the shareholder meeting shall be recorded in the minutes, which shall be affixed with the signature or seal of the chairperson of the meeting. Such minutes shall be distributed to each shareholder within 20 days after the meeting. The distribution of meeting minutes may be effected by means of a public notice.

Section IV - Directors and Audit Committee

Article 17

The Corporation shall have 7 to 9 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 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 spouse of a director;
A blood relative within the second degree of kinship of a director.

Article 18

As soon as one-third of the directors or all independent directors are 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 the predecessor.

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-going directors shall be extended until the time new directors have been elected and assumed their office.

Article 20

The Board of Directors shall elect a chairman of the Board from among the directors by a majority vote at a meeting attended by over two-thirds of the directors.

The chairman of the Board shall internally preside the shareholder meeting, the meetings of the Board and shall externally represent the Corporation. In case the chairman of the Board is on leave or cannot exercise his power and authority for any cause, the chairman of the Board may designate one of the directors to act on his behalf in accordance with the Article 208 of Company Act.

Article 21

Business policy of the Corporation and other important matters shall be resolved by the Board of Directors. Any meeting of Board of Directors shall be convened and presided by the Chairman of the Board of Directors, except the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 of the Company Act. In calling a meeting of the Board of Directors, a notice may be given to each director and supervisor by e-mail or fax.

Article 22

Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

If a director cannot attend a Board meeting for certain reasons, he/she may appoint another director to attend it on his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy of one other director only.

The Board meeting may be convened via video conference, and any director attending the meeting via video conference shall be deemed attending the meeting in person.

Article 23

Minutes shall be taken of the proceedings of the Board meeting, and signed or sealed by the chairman. The minutes shall be distributed to each director within twenty days after the meeting and be well preserved with the attendance book and proxies.

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.

Article 25

The Corporation may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.

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 the relevant laws and regulations of the Corporation.

Section V – Managers and Staff

Article 27

The Corporation may appoint one or more managerial personnel. The appointment, discharge and the remuneration of the managerial officers shall follow Article 29 of the Company Act. The Corporation’s directors can be concurrently a managerial officer.

Article 28

The appointment, discharge and the remuneration of other staff shall be decided by general manager.

Section VI Accounting

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 acceptance in accordance with legal procedures:

Business Report;
Financial Statements;
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.

Article 30-1

If the Corporation has profit of the current year, the Corporation shall set aside as follows:

Pay taxes,
Offset its losses in previous years
Set aside a legal capital reserve at 10% of the profits and then set aside or reverse special reserve in accordance with relevant laws or regulations or as requested by the authorities in charge.
The aforesaid balance left over plus accumulated undistributed earnings in previous years shall be allocated a certain amount for earnings distribution, and the Board of Directors shall submit the distribution proposal to shareholder meeting for approval. The ratio of appropriation of cash dividends may be adjusted by the shareholder meeting.

For satisfying the stockholders’ requirement of cash inflow, the Corporation may consider current industrial, operational and financial factors, such as cash flow and long-term capital, to allocate the dividend. The cash dividend shall be not less than 10% of amount of total dividend. If the cash dividend per share is less than 1 NTD, then the Corporation may pay the stock dividend instead.

Article 31

To transfer shares to employees at less than the average actual share repurchase price, the Corporation must abide by the related regulations and submit for approval at the most recent shareholder meeting.

Article 31-1

The Corporation which buys back its shares and assigns or transfers those shares to its employees in accordance with Article 167-1 or other laws may restrain such shares from being assigned or transferred to others within a specific period of time which shall in no case be longer than two years.

Article 32

Upon resolution by the shareholder meeting according to the related regulations, the Corporation may enter into a share subscription right agreement with its employees whereby the employees may subscribe within a specific price lower than market prices. Upon execution of the said agreement, the company shall issue to each employee a share subscription warrant.

Section VII Supplementary Provisions

Article 33

The internal organization of the Corporation and the detailed procedures of business operation shall be determined by the Board of Directors.

Article 34

In regard to all matters not provided for in these Articles of Corporation, the Company Act and the relevant laws and regulations shall govern.

Article 35

The Articles of Incorporation was approved and signed on April 13, 1983. The 34th amendment was approved on May 27, 2022.

Appendix 3

ZIPPY TECHNOLOGY CORP

Shareholdings of Directors

As of March 23, 2024 (Book closure date), all directors’ shareholdings and legal minimum shareholdings are as follows:

Total common shares issued: 152,648,688 shares.
The minimum required shareholding of all directors by law: 9,158,921 shares. The Company had set up Audit Committee, so there is no applicable for the minimum required shareholding of supervisors by law.
Total shareholding of all directors: 34,656,874 shares. The shareholdings are in compliance with regulatory requirements.

Position	Name	Elected Date	Common Shares Held
Chairman	Chou,Chin-Wen	2022.05.27	9,918,432
Director	Kao,Ming-Chuan	2022.05.27	7,825,423
Director	Tsai,Chin-Shan	2022.05.27	6,575,752
Director	Chung,Yen-Yen	2022.05.27	10,337,267
Independent director	Chou, Chai-Fa	2022.05.27	15,000
Independent director	Chen, Kuang-Hung	2022.05.27	-
Independent director	Liu, Hsueh-Li	2022.05.27	-
Total			34,671,874

Note: Independent directors’ shareholdings are not included in the required amount.

AI assistant

ZIPPY — AGM Information 2024

52069_rns_2024-05-21_623aae91-b909-4409-bcbe-c2e85ffbe40c.pdf

ZIPPY TECHNOLOGY CORP.

2024 Annual General Shareholders’ Meeting Meeting Agenda

ZIPPY TECHNOLOGY CORP.

Procedure for 2024 Annual General Shareholders’ Meeting

1. Call the Meeting to Order

2. Chairman Remarks

4. Ratification Items

6. Adjournment

Table of Contents

I. Meeting Agenda

ZIPPY TECHNOLOGY CORP.

Agenda of 2024 Annual General Shareholders’ Meeting

1. Call the Meeting to Order.

2. Chairman Remarks

3. Report Items

4. Ratification Items

5. Questions and Motions

6. Adjournment

II. Report Items

Report No. 1

Proposed by the Board

Report No. 2 Proposed by the Board

Report No. 3 Proposed by the Board

Explanation:

III. Ratification Items

Report No. 1

Proposed by the Board

Resolution:

Explanation:

Resolution:

IV. Questions and Motions

V. Adjournment

Attachments

Attachment 1

2023 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

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ZIPPY TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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

ZIPPY TECHNOLOGY CORP. BALANCE SHEETS DECEMBER 31, 2023 AND 2022

ZIPPY TECHNOLOGY CORP.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ZIPPY TECHNOLOGY CORP. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ZIPPY TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

ZIPPY TECHNOLOGY CORP . Profits Distribution Table

Year 2023

ZIPPY TECHNOLOGY CORP

Rules and Procedure of Shareholders Meeting

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

ZIPPY AGM Information 2024

Section `Ⅲ` Shareholder Meeting