Stock code:5263

Brogent Technologies Inc.

2024 Annual Meeting of Shareholders
Proceedings Manual

Date: Monday, May 27, 2024
Location: No. 9, Fuxing 4th Rd., Qianzhen District, Kaohsiung City, Taiwan(Assembly Hall, Building A, Brogent Technologies)

Table of Contents
Page
I.Meeting Procedures .................................................................................................................. 1
II.Meeting Agenda ...................................................................................................................... 2
III.Reports ................................................................................................................................... 3
VI.Ratifications .......................................................................................................................... 5
V.Extempore motions ................................................................................................................. 6
VI.Attachments(1).Business Report ............................................................................................................... 7(2).Audit Committee Audit Report ..................................................................................... 10(3).Sound Operation Plans .................................................................................................. 11(4).2023 CPA Audit Report and Financial Statements ........................................................ 13
VII.Appendies(1).Articles of Incorporation ............................................................................................... 31(2).Rules of Procedure for Shareholders Meetings.............................................................. 36(3).Shareholding Status of Directors ................................................................................... 45

Brogent Technologies Inc.
Proceedings of the 2024 Annual Meeting of Shareholders
1) Call to Order
2) Chairperson's Remarks
3) Reports
4) Ratifications
5) Extempore Motions
6) Meeting Adjourned

1Brogent Technologies Inc.
Agenda of the 2024 Annual Meeting of Shareholders
Meeting Type: Physical Shareholders' Meeting
Time: 9:00AM, Monday, May 27, 2024
Venue: No. 9, Fuxing 4th Road, Qianzhen District, Kaohsiung City (Assembly Hall,
Building A, Brogent Technologies)
1) Call to Order (respective holding of shareholders present announced)
2) Chairperson's Remarks
3) Reports(1): 2023 Business Report.
(2): 2023 Audit Committee Audit Report.
(3): To report the status of 2023 cash distribution of additional paid-in capital.
(4): To report the issuance status of convertible corporate bonds.
(5): To report the execution status of the business plan for improvement.
4) Ratifications(1): 2023 Business Report and Financial Statements.
(2): 2023 Deficit Compensation Proposal.
5) Extempore Motions
6) Meeting Adjourned2

Reports
I: The 2023 Business Report is hereby submitted for review.
Explanation: Please refer to Attachment 1 on page 7-9 of the Manual for the Business
Report.
II: The 2023 Audit Committee Audit Report is hereby submitted for review.
Explanation: Please refer to Attachment 2 on page 10 of the Manual for the Audit
Committee Audit Report.
III: To report the status of 2023 cash distribution of additional paid-in capital.
Explanation: 1. It is proposed to distribute NT$32,417,823 from capital surplus of theissuing premium of the par value of the common share pursuant to
Article 241 of the Company Act. A cash dividend of NT$0.5 per shareis to be distributed based on the 64,835,647 shares outstanding.
2. The cash distribution of additional paid-in capital will be paid to therounded-down full NT dollar.
3. If there is a subsequent change in the number of outstanding shares of
the Company, while maintaining the amount of allotment per share toshareholders, the Broad of Directors authorized the Chairman to havefull authority to adjust the total amount of capital reserve distribution,
determine the Dividend Record Date and Distribution Date, and otherrelated matters.

IV: To report the issuance status of convertible corporate bonds.
Explanation: The status of issuing convertible corporate bonds is as follows:
Third domestic
secured convertible
bonds
2020.10.12
NT$100,000
Issued by 101.64% of
par value
NT$700,000,000
0%5 yearExpiration date:
Oct. 12,2025

Fourth domestic
secured convertible
bonds
2020.10.15
NT$100,000

Assurance institution

Shin Kong Bank Co.,Ltd.

Shin Kong Bank Co.,Ltd.

Repayment

Except for the
repayment by thecompany, sell of thebond holders or
person who convert,
when it comes to
expiration, thecompany will repay
per par value along

Except for the
repayment by thecompany, sell of thebond holders or
person who convert,
when it comes to
expiration, thecompany will repay
per par value along

Type
Issue date
Par value
Issue date
Total value
Interest rate
Expiration rate

Issued by par value
NT$500,000,000
0%4 yearExpiration date:
Oct. 15,2024

3

Fifth domestic
secured convertiblebonds2024.3.4
NT$100,000
Issued by 114.83% of
par value
NT$800,000,000
0%3 yearExpiration date:Mar. 4,2027
TAICHUNG
COMMERCIALBANK Co., Ltd.
Except for the
repayment by thecompany, sell of thebond holders or
person who convert,
when it comes to
expiration, thecompany will repay
per par value along

Outstanding principal
Till March 29, 2024
book closing dateamount of thecorporate bonds
convertible intosharesThe possible dilution
conditions andinfluence onshareholders' equity
caused by theissuance andconversion and theterms of issuancewith interest by cash.
NT$78,900,000
Amount of execution
on conversion bonds:
NT$621,100,000;
total (converted)common shares:
5,917,136

with interest by cash.
NT$159,400,000
Amount of execution
on conversion bonds:
NT$340,600,000;
total (converted)common shares:
3,199,591

with interest by cash.
NT$800,000,000

No great influencesyet

No great influencesyet

No great influences
yetAmount of execution
on conversion bonds:
NT$0; total(converted) commonshares: 0

V. To report the execution status of the business plan for improvement.
Explanation: 1. According to the Financial Supervisory Commission's letter No.
1120365441 dated January 16, 2024, the Company has applied forthe execution status of the fifth domestic secured convertible
corporate bonds issuance and sound operation plans. The
implementation status should be reported to the board of directors forcontrol on a quarterly basis, and a report to the shareholders' meetingshould be submitted.
2. Please refer to Attachment 3 on page 11-12 of the Manual for theSound Operation Plans.

4

Ratifications
Item 1: The 2023 Business Report and Financial Statements are hereby submitted for
ratification. (Proposed by the Board of Directors)
Explanation: 1. The Company's 2023 Financial Report has been audited by CPAs
Chiu-Yen Wu and Li-Yuan Kuo of Deloitte & Touche. The Financial
Report and Business Report have been forwarded to the Audit
Committee for review, and the written Audit Report is submitted forapproval.
2. The Company's 2023 Business Report (please refer to Attachment 1
on page 7-9 of the Manual) and CPA Audit Report and Financial
Statements (please refer to Attachment 4 on page 13-30 of theManual).
3. The reports are hereby submitted for ratification.
Resolution:
Item 2: The 2023 Deficit Compensation Proposal is hereby submitted for ratification.
(Proposed by the Board of Directors)
Explanation: 1. The Company's 2023 Deficit Compensation Statement is as follows:
BROGENT TECHNOLOGIES INC.
Deficit Compensation Statement
2023

UNIT：NT$
AmountItem

Subtotal

Total

Deficit un-compensated at the beginning of 2022
ADD(LESS)：
Proceeds from sale of investments in equity instruments
at FVTOCINet loss in 2023

012,101,593(179,764,016)

Accumulated deficit(167,662,423)

Deficit un-compensated at the end of 2023

(167,662,423)

Capital surplus

167,662,423

End of 2023

Chairman:

0

General Manager:

Accounting Manager:

2. The reports are hereby submitted for ratification.
Resolution:

5Extempore motions
Meeting adjourned

6

(Attachment 1)

Brogent Technologies Inc.
Business Report
1) Operating Policies
The main business of our company includes software and hardware R&D andmanufacturing, system integration, design planning and construction of immersive
simulation rides, and digital content production. From single component system tocomplete projects, they are all within the scope of Brogent's services. After years of
R&D experience, our company combines core technology with innovative 5D
immersive simulation technology to create various new-generation media-based
attractions. Our main business strategies are as follows:(1). Increase Penetration Rate of Entertainment Systems:
During the pandemic, the Company continued to invest in technology R&D
and product innovation. Expand diversified product lines, including cost-effective
flying theaters, Turnkey o-Ride flying theater, immersive 8K 3D LED dome
theaters with 10 times brightness increase and ultra-high image quality, andcontinued development of small-sized entertainment systems, such as Rise Up VR
Airship Ride, personalized racing simulator platform, flight simulator and digitalaquarium can meet the budget needs of different clients.
Small-sized entertainment system takes up little space and can be plugged inand used. It can help clients shorten project construction time and meet their needs
for rapid opening and operation. Particularly, the "Turnkey o-Ride Flying Theater"
can alleviate the impact of labor shortage. Brogent's team can complete theconstruction of the entire flying theater, including the building exterior within as
fast as three months. This significantly reduces the time, labor and money costs forclients to build a new entertainment system. It is expected to rapidly expand
Brogent' clients' base with the mid- to low-end market, and enhance the penetration
rate of flying theater.
After the pandemic eased, existing clients began to facilitate project progressor restart capital expenditures, and competitors withdrew from the market, which
will help the Company to win over potential clients. As the penetration rate ofentertainment systems increases, it drives the demand for content licensing.
(2). Broaden Content Library:Innovative and rich content can be licensed to meet clients' needs to flexibly
change content according to festivals or specific themes, thereby creating
sustainable revenue. In addition, by producing more high-quality and highly
entertaining content, clients' willingness to purchase entertainment system can beincreased, thereby driving the sales of hardware entertainment system and forming
a positive economic cycle in which entertainment system and content drive eachother and complement each other.
(3). Expand Global Operational Sites:
Immersive experiences have become the mainstream of the market. We are
optimistic about the growth potential of the post-pandemic leisure travel market
and will expand operating sites to create stable cash flow.

72) Business Plan Implementation Results
The Company's consolidated net operating revenue in 2023 amounted to
NT$862.703 million, an increase of approximately 7.33% from the net operating
revenue of NT$803.766 million in 2022. The Company's net loss in the current periodamounted to NT$179.975 million, an increase of 188.43% from the net loss of
NT$62.398 million in 2022.

3) Operating Income and Budget Execution(1). Operating Income
The categories of consolidated operating revenue in 2023 included project
revenue, service revenue, ticket revenue and other operations, and the total amount
was NT$862.703 million. Mainly due to the progress of projects and orders is
relatively delayed, resulting in slow revenue progress.
(2). Operating Expenses
Total consolidated operating expenses in 2023 amounted to NT$586.180
million, an increase of NT$8.400 million from the NT$577.780 million of 2022.
The primary reason is that the Company continues to invest resources in productmarketing to increase the market visibility of products and operational sites.

4) Profitability Analysis
The Company's operating expense ratio increased 1.45% and net loss increased
188.43% compared with 2022, mainly due to the following reasons are labor shortages
delayed the progress of rides installation; clients seizing the benefits of reopening:
during the first half of the year, clients' operation were booming. To capitalize on thebenefits of the unsealing and replenish the cash flow lost during the pandemic, project
construction was deferred. Looking forward to 2024, through product diversification,
high-end technology, and revenue diversification, we will strengthen our competitive
advantages and create maximum value for shareholders.

5) Research and Development
Brogent has established technological leadership in top-level flying theaters over
the years and continues to accumulate R&D energy. In addition to the high-end productflying theater series, the Company also expanded its product line during the pandemic
and successively launched small-sized entertainment systems and new 8K 3D LED
dome flying theater and 4K micro-LED immersive simulation cockpits meet the needs
and budgets of various clients and increase market coverage.
The Company continues to invest resources in product R&D, including new
product R&D, existing product optimization and core technology R&D. In terms of
new product, the medium-sized entertainment system d-Ride (Trackless self-drivingcars) will be commercialized to master the core technology of self-driving cars, add
product lines, and develop cost-effective and low-priced flying theaters to cope withchallenges from competitors in the low-end market. Furthermore, LED display
controllers will be developed to reduce dependence on external system integrators by
integrating commercially available products. The cost-effective flying theater o-Ridewill be certified by EN and ASTM, which will help promote it in the European andAmerican markets in the future. In term of small-sized entertainment system, we willcontinue to optimize existing products, adopt subtractive design, and reduce the number8

of spindles to cut down manufacturing costs, but still retain the same somatosensory
intensity, maintain the ride experience, and improve cost performance ratio and productcompetitiveness. Moreover, we continue to invest in the development of new immersive
simulation platforms (such as motorcycle simulation platforms), drone-related
technology R&D, interactive gesture recognition technology to enrich game content,
and the research and development of key technologies such as 5G and AIOT. We hopeto create new application fields in the 5th generation wireless systems.
In addition to entertainment systems R&D, in terms of content, besides continuing
to expand the production of digital content films, it will also invest in the research anddevelopment of animation processes for game engines and establish standard process
specifications for Unreal animation projects to reduce production costs and improve
output and production efficiency.
In the future, we will combine 5G, AI and other technologies to continue to create
diversified simulator rides and rich content databases, changing the way humans
experience through technology, and educational entertainment at the same time, byallowing experiencers to understand the natural scenery and cultural customs aroundthe world, it conveys the sustainable value of environmental protection and caring forthe earth.

Chairman:

General Manager:

Accounting Manager:

9(Attachment 2)

Brogent Technologies Inc.
Audit Committee Audit Report
The Business Report, Financial statements and Deficit Compensation
Statement of 2023 prepared by the Board of Directors have been audited andcertified by Chiu-Yen Wu and Li-Yuan Kuo of Deloitte & Touche. After
reviewing such documents, this Audit Committee found no nonconformity, in
accordance with Article 14-4 of the Securities and Exchange Act and Article
219 of the Company Act.
To

2024 Annual Shareholders Meeting of Brogent Technologies Inc.

Audit Committee Convener:

March 12, 2024

10

Brogent Technologies Inc.

(Attachment 3)

Execution Status of the Fifth Domestic Secured Convertible Corporate
Bonds Issuance and Sound Operation Plans
1. Management Policy
The main business of our company includes software and hardware R&D andmanufacturing, system integration, design planning and construction of immersive
simulation rides, and digital content production. From single component system tocomplete projects, they are all within the scope of Brogent's services. After years of
R&D experience, our company combines core technology with innovative 5D
immersive simulation technology to create various new-generation media-based
attractions. Our main business strategies are as follows:i. Increase penetration rate of entertainment systems: As the penetration rate increases, it
drives the demand for content licensing.
ii. Broaden content library: Innovative and rich content can be licensed to meetcustomers' needs to flexibly change content according to festivals or specific themes,
thereby creating sustainable revenue.
iii. Expand global operating sites: Immersive experiences have become the mainstreamof the market. We are optimistic about the growth potential of the post-pandemic
leisure travel market and will expand operating sites to create stable cash flow.
2. Reasons for Pre-tax Loss in the First Three Quarters of Year 2023
In December, 2023, our company submitted an application to the Securities and Futures
Bureau for the issuance of the fifth domestic secured convertible corporate bonds. At
that time, the most recent financial report for the first three quarters of year 2023 showeda pre-tax loss, mainly due to the following reasons:i. Labor shortage: labor shortages delayed the progress of rides installation.
ii. Customers seizing the benefits of reopening: During the first half of the year,
customers’ operation were booming. To capitalize on the benefits of the unsealing
and replenish the cash flow lost during the pandemic, project construction wasdeferred.
iii. Delayed opening schedules: Due to global economic uncertainties, the constructionof some projects slowed down. The peak of project openings is concentrated in 2025,
resulting in a pre-tax loss in the first three quarters of year 2023.
3. Execution Status of Sound Operational Plans
The differences between the execution status of sound operation plans for the fourth
quarter of year 2023 and the estimated figures given in the sound operation plan
attached to the application submitted to the Securities and Futures Bureau in December
2023 for the issuance of the fifth domestic secured convertible corporate bonds are
explained as follows:11Quarterly Profit and Loss Estimates for 2023
Unit: NT$/thousand; %Quarter
Differences
Q4
Q4
Item
(Actuals) (Estimates) Amount
Proportion
Operating Revenue
255,520
243,292
12,228
5%
Operating Costs
131,216
148,125(16,909)(11%)
Gross Profit
124,304
95,167
29,13731%
Gross Profit Ratio (%)
48.65
39.12
9.53
24%
Operating Expenses
172,745
165,659
7,086
4%
Operating Expenses Ratio (%)
67.61
68.09
(0.48)(1%)
Operating Net Income (Loss)(48,441)(70,492)
22,051(31%)
Non-Operating Income(37,283)
15,774(53,057)(336%)and Expenses
Profit (Loss) Before Tax(85,724)(54,718)(31,006)
57%
In the fourth quarter of year 2023, both operating revenue and operating gross profit
exceeded the estimated amounts.
Regarding operating expenses, the main difference arose from the year-end overseas
business trips, where the increase in airfare was higher than expectations. However, thedifference between the actuals and estimates was not significant. In terms of otherincome and expenses, the main factor was the significant fluctuation in the depreciationof the US dollar and the Chinese yuan at the end of the year, resulting in foreignexchange valuation losses exceeding expectations. Although the gross profit in the
fourth quarter of year 2023 exceeded the expected amount, the actual net profit was
lower than the expected due to the impact of non-operating income (expenses).
Although COVID-19 has brought unprecedented challenges to the theme park industry
and has caused losses for our company over the past three years, the human pursuit ofleisure and tourism has not diminished due to the pandemic. Therefore, the long-term
outlook for theme parks and the entertainment market remains optimistic. With thestrong recovery of the leisure travel industry, our company will continue to grasp thecore advantages of simulation technology, expand overall market penetration, andsecure more orders and cooperation opportunities.

12

(Attachment 4)

INDEPENDENT AUDITORS’ REPORTThe Board of Directors and Shareholders
Brogent Technologies Inc.
OpinionWe have audited the accompanying consolidated financial statements of Brogent Technologies Inc.
(the “Corporation”) and its subsidiaries (collectively referred to as the “Group”), which comprise theconsolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements ofcomprehensive income, changes in equity and cash flows for the years then ended, and the notes to theconsolidated financial statements, including material accounting policy information (collectively
referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its
consolidated financial performance and its consolidated cash flows for the years then ended inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers
and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS),IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the
Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and the Standards on Auditing of the
Republic of China. Our responsibilities under those standards are further described in the Auditors’
Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with The Norm of Professional Ethics for Certified Public
Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements for the year ended December 31, 2023. These matterswere addressed in the context of our audit of the consolidated financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31,
2023 is stated as follows:
The recognition of project contract revenue
Project contract revenue is the main operating revenue of the Group. The Group recognizes revenue
based on the stage of completion of performance obligations. Since the recognition of project contract
revenue is calculated manually and involves material accounting estimates and judgments, there may
be a calculation error; therefore, it was deemed to be a key audit matter.

13

Refer to Notes 4, 5 and 25 for accounting policy on project contract, accounting estimates and assumptions, anddetails of project revenue.
We performed the following audit procedures on the above key audit matter:
1. We obtained an understanding of and tested the design and operating effectiveness of the internal control
relevant to the accuracy of recognition of the project contract revenue, including the measurement of thepercentage of completion.
2. We verified and recalculated, on a sampling basis, the accuracy of the percentage of completion, including
the related supporting documents.
3. We recalculated the sampled project contract revenue measured by the percentage of completion andchecked whether it was recognized correctly.
Other Matter
We have also audited the parent company only financial statements of the Corporation as of and for the years
ended December 31, 2023 and 2022, on which we have issued an unmodified 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 inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS,
IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republicof 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.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s internal control.
143. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon 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 amaterial uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
5. 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 andevents in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible 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 andtiming 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 ethicalrequirements 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 ofmost significance in the audit of the consolidated financial statements for the year ended December 31, 2023
and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chiu-Yen Wu and
Li-Yuan Kuo.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial
position, financial performance and cash flows in accordance with accounting principles and practices
generally accepted in the Republic of China and not those of any other jurisdictions. The standards, proceduresand practices to audit such consolidated financial statements are those generally applied in the Republic ofChina.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial
statements have been translated into English from the original Chinese version prepared and used in the
Republic of China. If there is any conflict between the English version and the original Chinese version or any
difference in the interpretation of the two versions, the Chinese-language independent auditors’ report andconsolidated financial statements shall prevail.

15

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
December 31, 2023
Amount%ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 8)
Financial assets at amortized cost - current (Notes 4, 9 and 33)
Accounts receivable, net (Notes 4, 5 and 10)
Contract assets - current (Notes 4, 5 and 25)
Finance lease receivables, net (Notes 4 and 11)
Current tax assets (Notes 4 and 27)
Inventories (Notes 4 and 12)
Prepayments
Refundable deposits - current
Other current assets$

721,736
118,819
130,000
144,788
270,332
1,303,225
891
311,350
63,70233,397

15
2
3
3
6
26
6
1
1

59

3,098,240

63

409,515
1,379
54,413
18,824
736,179
356,727
203,030
125,223
14,651
15,117112,935

8
1
1
15
7
4
3
2

378,155
56,9501,755
758,358
287,013
196,740
90,49919,48464,179

8
1
15
6
4
2
1

2,047,993

41

1,853,13337$ 5,050,393

100$ 4,951,373

100$

495,000
487
55,272
134,490
88,914877
4,964
64,32330,502
163,102
2,445

10
1
3
2
1
1
3
-

$

1,040,376

Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at amortized cost - non-current (Notes 4, 9 and 33)
Investments accounted for using the equity method (Notes 4 and 14)
Property, plant and equipment (Notes 4, 15 and 33)
Right-of-use assets (Notes 4 and 16)
Intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 27)
Refundable deposits
Long-term finance lease receivables (Notes 4 and 11)
Other non-current assets
Total non-current assets
TOTAL

December 31, 2022
Amount%839,730
32
64,300148,010
638,706
954,078
1,851
1,659
251,618
77,832
5,567
19,017

17
1
3
13
19
5
1
-

3,002,400$

LIABILITIES AND EQUITYCURRENT LIABILITIESShort-term borrowings (Note 18)
Notes payable (Note 20)
Accounts payable (Note 20)
Contract liabilities - current (Note 25)
Other payables (Note 21)
Current tax liabilities (Notes 4 and 27)
Provisions - current (Note 4)
Lease liabilities - current (Notes 4 and 16)
Current portion of long-term borrowings (Note 18)
Current portion of bonds payable (Notes 4 and 19)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIESBonds payable (Notes 4 and 19)
Long-term borrowings (Note 18)
Provisions - non-current (Note 4)
Deferred tax liabilities (Notes 4 and 27)
Lease liabilities - non-current (Notes 4 and 16)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 24)
Share capital
Ordinary shares
Advance receipts for ordinary share
Total share capital
Capital surplus
Retained earnings (deficit to be compensated)
Legal reserve
Special reserve
Accumulated deficit
Total deficit to be compensated
Other equity
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS (Note 24)
Total equity
TOTAL

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

16

321,840
11,772
110,649
68,223
83,2902,490
8,620
64,41449,334
219,204
3,190

7
2
1
2
1
1
5
-

21

943,026

19

79,014
438,089
1,000
13,003329,287
450

2
9
6
-

261,577
268,220
27,010257,167
-

5
5
1
5
-

860,843

17

813,974

16

1,901,219

38

1,757,000

35

647,786571
648,357
2,672,817

13
13
53

614,431
10,743625,174
2,648,189

13
13
54

(167,662)(167,662)(4,338)(4)(4)-

127,421
14,857(243,005)(100,727)
21,484

3
(5)
(2)
-

3,149,174

62

3,194,120

65

-

-

253

-

3,149,174

62

3,194,373

65$ 5,050,393

100$ 4,951,373

100

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2023
Amount2022
Amount%%862,703100

803,766

100

OPERATING COSTS (Notes 12 and 26)

500,89158

473,249

59

GROSS PROFIT

361,81242

330,517

41

OPERATING EXPENSES (Notes 9, 25 and 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

87,209313,728
106,891
78,3521036
13
974,973
293,387
189,445
19,975937
24
2586,18068

577,780

72

OPERATING LOSS

(224,368)(26)(247,263)(31)

NON-OPERATING INCOME AND EXPENSES(Note 26)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates accounted forusing the equity method

13,762
7,851
10,474(27,294)

1
1
1
(3)

8,514
19,022
159,954(23,717)

1
2
20
(3)

(2,708)

-

(468)

-

2,085

-

163,30520(222,283)(26)(83,958)(11)

42,308

5

21,5603(179,975)(21)(62,398)(8)(4,536)(1)

30,000

4(12,217)(1)

30,911
4(Continued)

NET OPERATING REVENUE (Notes 4, 5, 25 and 32)

Total operating expenses

Total non-operating income and expenses
LOSS BEFORE INCOME TAX
INCOME TAX BENEFIT (Notes 4 and 27)
NET LOSS FOR THE YEAROTHER COMPREHENSIVE INCOME (Notes 22 and24)
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gains (losses) on investments in equity
instruments at fair value through othercomprehensive income
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of thefinancial statements of foreign operations

17

$

$

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2023
Amount

%

(163)

-

(16,916)(2)

TOTAL COMPREHENSIVE LOSS FOR THE
YEAR$ (196,891)(23)

NET LOSS ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests$ (179,764)(211)

Share of the other comprehensive loss of
associates accounted for using the equity
method2022
Amount%(33)-

60,878

8$(1,520)

-

(21)
-

$

(60,726)(1,672)(8)-$ (179,975)

(21)

$

(62,398)(8)$ (196,662)
(229)

(23)
-

$

189
(1,709)-$ (196,891)

(23)

$

(1,520)-$

Other comprehensive income (loss) for theyear, net of income tax

TOTAL COMPREHENSIVE LOSSATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests

LOSS PER SHARE (Note 28)
Basic
Diluted$$(2.79 )
(2.79 )$$$

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

18(0.99 )
(0.99 )

(Concluded)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Corporation
Other Equity
Exchange
Advance
Receipts for

BALANCE AT JANUARY 1, 2022

Retained Earnings (Deficit to be Compensated)

Ordinary

Ordinary

CapitalSharesShare

Surplus$573,641$

Legal Reserve

36,003$ 2,501,234$

127,421

Unrealized

Differences on

Gain or loss

Translation of

On financial

SpecialAccumulated

Foreign

Assets atReserve

DeficitOperations

FVTOCI

$$$

14,857$ (181,725)(39,431 )Non-controlling
Total

-

$

Total

Interests(39,431)$ 3,032,000$

Total Equity

1,408$ 3,033,408

Net loss in 2022

-

-

-

-

-

(60,726)---(60,726)(1,672)(62,398)

Other comprehensive income in 2022, net of income tax

-

-

-

-

-

-

30,91530,00060,91560,915(37)

60,878

Total comprehensive loss in 2022

-

-

-

-

-

(60,726)

30,91530,00060,915189(1,709)(1,520)Convertible bonds converted to ordinary shares (Note 19)

40,790(25,260)

146,205

-

-

-

-

-

-

161,735-

161,735

Changes in percentage of ownership interest in subsidiaries (Note 13)

-

-

-

-

-

(554)

-

-

-

(554)

554

-

Changes in equity of associates accounted for using the equity method

-

-

750

-

-

-

-

-

-

750

-

750

614,431

10,7432,648,189

127,421

14,857(243,005)(8,516)30,00021,484

3,194,120

253

3,194,373

Legal reserve used to offset accumulated deficits

-

-

-

(127,421)-

127,421

-

-

-

-

-

-

Reversal of special reserve

-

-

-

-

(14,857)

14,857

-

-

-

-

-

-

-

-

-

(127,421)(14,857)

142,278

-

-

-

-

-

-

Capital surplus used to offset accumulated deficits--(100,727)--

100,727

-

-

-

-

-

-

Cash dividends from capital surplus--(93,776)

-

-

-

-

-

-

(93,776)-(93,776)

BALANCE AT DECEMBER 31, 2022
Offset the deficit of 2022 (Note 24)

Other changes in capital surplus--(194,503)--

100,727---(93,776)-(93,776)

Net loss in 2023

-

-

-

-

-

(179,764)---(179,764)(211)(179,975)

Other comprehensive loss in 2023, net of income tax

-

-

-

-

-

-

(12,362 )(4,536)(16,898)(16,898)(18)(16,916)

Total comprehensive loss in 2023

-

-

-

-

-

(179,764)(12,362 )(4,536)(16,898)(196,662)(229)(196,891)

Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
Convertible bonds converted to ordinary shares (Note 19)
Disposal of subsidiaries (Note 13)

BALANCE AT DECEMBER 31, 2023

$

-

-

-

-

-

12,102-(12,102)(12,102)---33,355(10,172)

219,131

-

-

-

-

-

-

242,314-242,314

-

-

-

-

-

-

3,178

-

3,178

3,178

(24)

3,154

571

$ 2,672,817-$ (167,662)(4,338)$ 3,149,174-$ 3,149,174

647,786

$

$

-

$

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

19$(17,700 )$13,362$$

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
CASH FLOWS FROM OPERATING ACTIVITIESLoss before income tax
Adjustments for:
Income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Net gain on fair value changes of financial assets and liabilities atfair value through profit or loss
Finance cost
Interest income
Dividend income
Share of profit or loss of associates accounted for using the equity
methodNet gain on disposal of property, plant and equipment
Net loss on disposal of intangible assets
Loss on disposal of subsidiaries
Gain on disposal of investments accounted for using equity
methodLoss on inventories
Net loss (gain) on foreign currency exchange
Income from the subleasing of right-of-use assets
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value throughprofit or loss
Accounts receivable
Contract assets
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Contract liabilities
Other payables
Provisions
Other current liabilities
Cash generated from operations
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income

20

$

2022

(222,283)$(83,958)

146,70231,32478,352145,045
31,336
19,975

1,956
27,294(13,762)(4,000)(7,537)23,717(8,514)
-

2,708
3,178

468
(74,931)703-(2,276)
4,524
2,742(12,402)

1,642(5,941)-

124,420(428,258)
330,81155,208(14,130)
15,012(11,285)(55,377)
66,267
1,075(3,656)(745)
123,399(8,733)

170,415(55,195)(148,784)(98,949)
55,978(6,939)10,384
23,413
2,451
4,553
3,498
874
3,704
(11,683)

114,666(7,979)-(100,000)(Continued)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
Proceeds from disposal of financial assets at fair value through othercomprehensive income
Purchase of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized cost
Purchase of financial instruments at fair value through profit or loss
Acquisition of investments accounted for using equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in long-term lease receivables
Increase in other non-current assets
Interest received
Dividends received$

Net cash used in investing activities

61,465(133,446)
130,073(43,258)(20,000)(68,856)(704)(37,762)917(48,756)
13,762
4,000

2022

$

(207,283)
169,233(61,288)(61,002)
263,402(4,393)(14,839)(37,921)8,514-(142,565)(45,577)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Increase in guarantee deposits received
Cash dividends from capital surplus
Interest paid
Change in non-controlling interests

173,160
300,000(149,002)(53,418)450(93,776)(23,196)(24)

166,755
224,867(240,014)(46,293)(15,237)-

Net cash generated from financing activities

154,194

90,078

EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH AND CASH EQUIVALENTS HELD IN FOREIGNCURRENCIES(8,301)

9,729

NET INCREASE IN CASH AND CASH EQUIVALENTS

117,994

46,251

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

721,736

675,485

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR$

839,730

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

21$

721,736(Concluded)INDEPENDENT AUDITORS’ REPORTThe Board of Directors and Shareholders
Brogent Technologies Inc.
OpinionWe have audited the accompanying parent company only financial statements of Brogent Technologies Inc. (the“Corporation”), which comprise the balance sheets as of December 31, 2023 and 2022, and the statements ofcomprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial
statements, including material accounting policy information (collectively referred to as the “financial
statements”).
In our opinion, the accompanying parent company only financial statements present fairly, in all material
respects, the financial position of the Corporation as of December 31, 2023 and 2022, and its financial
performance and its cash flows for the years then ended in accordance with the Regulations Governing the
Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic ofChina. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Parent Company Only Financial Statements section of our report. We are independent of the
Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the
Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the parent company only financial statements for the year ended December 31, 2023. These matters wereaddressed in the context of our audit of the parent company only financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Corporation’s parent company only financial statements for the year ended
December 31, 2023 is stated as follows:
The recognition of project contract revenue
Project contract revenue is the main operating revenue of the Corporation. The Corporation recognizes revenue
based on the stage of completion of performance obligations. Since the recognition of project contract revenue
is calculated manually and involves material accounting estimates and judgments, there may be a calculation
error; therefore, it was deemed to be a key audit matter.
Refer to Notes 4, 5 and 23 for accounting policy on project contract, accounting estimates and assumptions, anddetails of project revenue.

22

We performed the following audit procedures on the above key audit matter:
1. We obtained an understanding of and tested the design and operating effectiveness of the internal control
relevant to the accuracy of recognition of the project contract revenue, including the measurement of thepercentage of completion.
2. We verified and recalculated, on a sampling basis, the accuracy of the percentage of completion, including
the related supporting documents.
3. We recalculated the sampled project contract revenue measured by the percentage of completion andchecked whether it was recognized correctly.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only
Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent
company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the
Corporation’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 Corporationor 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 Corporation’s
financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Standards on Auditing of 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 parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the parent company only financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Corporation’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosuresin the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
23

However,future events or conditions may cause the Corporation to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the parent company only financial statements,
including the disclosures, and whether the parent company only financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businessactivities within the Corporation to express an opinion on the parent company only financial statements. We
are responsible for the direction, supervision, and performance of the audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming 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 ethicalrequirements 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 ofmost significance in the audit of the parent company only financial statements for the year ended December 31,
2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Chiu-Yen Wu and
Li-Yuan Kuo.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2024

Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company
only financial position, financial performance and cash flows in accordance with accounting principles andpractices 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 applied in
the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only
financial statements have been translated into English from the original Chinese version prepared and used in
the Republic of China. If there is any conflict between the English version and the original Chinese version or
any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report andparent company only financial statements shall prevail.

24

Brogent Technologies Inc.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 8)
Financial assets at amortized cost - current (Notes 4, 9 and 30)
Accounts receivable, net (Notes 4, 5 and 10)
Accounts receivable - related parties (Notes 4, 10 and 29)
Contract assets - current (Notes 4, 5 and 23)
Other receivables (Note 4)
Other receivables - related parties (Note 29)
Current tax assets (Notes 4 and 25)
Inventories (Notes 4 and 11)
Prepayments
Refundable deposits - current
Other current assets

December 31, 2023
Amount%December 31, 2022
Amount%$$443,698
86,702130,000
110,307214,234
113,004
956,399
10,951
82,181
857
307,592
57,257
10,451

10
2
3
2
5
2
21
2
7
1
-

52

2,523,633

55

20,403995,205
725,253
238,20376,768105,374
7,820
108,175

1
21
15
5
2
2
2

15,000943,254753,565
147,894
79,23576,46012,90437,437

21
16
3
2
2
1

2,277,201

48

2,065,749

45$ 4,789,368

100$ 4,589,382

100

Total current assets
NON-CURRENT ASSETS
Financial assets at amortized cost - non-current (Notes 4, 9 and 30)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 , 29 and 30)
Right-of-use assets (Notes 4 and 14)
Intangible assets (Notes 4 and 15)
Deferred tax assets (Notes 4 and 25)
Refundable deposits
Other non-current assets
Total non-current assets
TOTAL

621,18132
64,300145,601
157,265
245,160
940,357
1,407
8,026
1,516
245,558
64,0105,567
12,187

13
2
3
3
5
20
5
1
-

2,512,167

LIABILITIES AND EQUITYCURRENT LIABILITIESShort-term borrowings (Note 16)
Notes payable (Note 18)
Accounts payable (Note 18)
Accounts payable - related parties (Note 29)
Contract liabilities (Note 23)
Other payables (Notes 19 and 29)
Provisions - current (Note 4)
Lease liabilities - current (Notes 4 and 14)
Current portion of long-term borrowings (Note 16)
Current portion of bonds payable (Notes 4 and 17)
Other current liabilities$

Total current liabilities
NON-CURRENT LIABILITIESBonds payable (Notes 4 and 17)
Long-term borrowings (Note 16)
Deferred tax liabilities (Notes 4 and 25)
Lease liabilities - non-current (Notes 4 and 14)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 22)
Share capital
Ordinary shares
Advance receipts for ordinary share
Total share capital
Capital surplus
Retained earnings (deficit to be compensated)
Legal reserve
Special reserve
Accumulated deficit
Total deficit to be compensated
Other equity
Total equity
TOTAL

The accompanying notes are an integral part of the parent company only financial statements.

25

430,000
487
54,064921
145,626
80,852
4,964
27,071
15,203
163,102
2,249

9
1
3
2
1
3
-

924,539$

230,000
11,772
100,41279,32376,2538,620
25,68515,043
219,204
2,263

5
2
2
2
1
5
-

19

768,575

17

79,014414,367
222,2742
9
4

261,577
229,438632
135,0405
5
3

715,65515

626,68713

1,640,194

34

1,395,262

30

647,786571
648,357
2,672,817

14
14
56

614,431
10,743625,174
2,648,189

14
14
58

(167,662)(167,662)(4,338)(4)(4)-

127,421
14,857(243,005)(100,727)
21,484

3
(5)
(2)
-

3,149,174

66

3,194,120

70$ 4,789,368

100$ 4,589,382

100

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2023
Amount%2022
Amount%847,582100

763,368100

OPERATING COSTS (Notes 11, 24 and 29)

501,08859402,18553

GROSS PROFIT

346,49441

361,18347

OPERATING EXPENSES (Notes 10, 23, 24 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

88,571
262,968
106,891
77,047103113
976,131
252,932
189,444
11,1361033
25
1535,47763

529,64369

OPERATING LOSS

(188,983)(22)(168,460)(22)

NON-OPERATING INCOME AND EXPENSES(Notes 24 and 29)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries accounted forusing the equity method

12,341
5,629
7,053(21,595)

2
1
1
(3)

7,462
18,176
154,694(17,648)

1
2
20
(2)

(22,587)(3)(68,096)(9)

Total non-operating income and expenses(19,159)(2)

94,58812(208,142)(24)(73,872)(10)

28,3783

13,146

2(179,764)(21)(60,726)(8)(3,598)(1)

30,000

4

(938)

-

NET OPERATING REVENUE (Notes 4, 5, 23 and 29)$

Total operating expenses

LOSS BEFORE INCOME TAX
INCOME TAX BENEFIT (Notes 4 and 25)
NET LOSS FOR THE YEAROTHER COMPREHENSIVE INCOME (Notes 20 and
22)
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gains (losses) on investments in equity
instruments at fair value through othercomprehensive income
Share of other comprehensive income ofsubsidiaries accounted for using the equity
method26$(Continued)

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

Items that may be reclassified subsequently to profit
or loss:
Share of other comprehensive income (loss) of
subsidiaries accounted for using the equity
method2023
Amount%(12,362)(1)(16,898)(2)(196,662)(23)$

Other comprehensive loss for the year, net ofincome tax
TOTAL COMPREHENSIVE LOSS FOR THE YEAR$

LOSS PER SHARE (Note 26)
Basic
Diluted$$(2.79)(2.79)

2022
Amount%30,915

4

60,915

8

189

-

$

$

$
$

The accompanying notes are an integral part of the parent company only financial statements.

27(0.99)(0.99)(Concluded)

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

Ordinary shares
BALANCE AT JANUARY 1, 2022
Net loss in 2022
Other comprehensive income in 2022, net of income tax$

573,641-

Advance
Receipts for
Ordinary Share$

Capital Surplus

36,003-$ 2,501,234-

Retained Earnings (Deficit to be Compensated)
SpecialAccumulated
Legal Reserve
Reserve
Deficit

Exchange
Differences on
Translation of
Foreign
Operations

Other Equity
Unrealized
Gain or loss
On financial
Assets at
FVTOCI$$$

127,421-$

14,857-$ (181,725)(60,726)-(39,431)
30,91530,000$Total

Total Equity(39,431)
60,915$ 3,032,000(60,726)
60,915

Total comprehensive loss in 2022
Convertible bonds converted to ordinary shares (Note 17)
Changes in percentage of ownership interest in subsidiaries
Changes in equity of associates accounted for using theequity method

40,790-(25,260)-

146,205---(60,726)(554)

30,915-30,000-60,915-

189
161,735
(554)

-

-

750

-

-

-

-

-

-

750

BALANCE AT DECEMBER 31, 2022
Offset the deficit of 2022 (Note 23)
Legal reserve used to offset accumulated deficits
Reversal of special reserve614,431

10,7432,648,189

127,421

14,857(243,005)(8,516)30,00021,484

3,194,120---(127,421)-(14,857)

127,421
14,857

-

-

-

-

-

-

-

(127,421)(14,857)

142,278

-

-

-

-

Other changes in capital surplus (Note 23)
Capital surplus used to offset accumulated deficits
Cash dividends from capital surplus--(100,727)(93,776)--

100,727----(93,776)

Net loss in 2023
Other comprehensive loss in 2023, net of income tax--(194,503)---

100,727(179,764)-(12,362)(4,536)(16,898)(93,776)(179,764)(16,898)

-

-

-

-

-

(179,764)(12,362)(4,536)(16,898)(196,662)

33,355-(10,172)-

219,131---

12,102-

3,178(12,102)-(12,102)
3,178

242,3143,178

571$ 2,672,817-$ (167,662)(4,338)$ 3,149,174

Total comprehensive loss in 2023
Disposal of investments in equity instruments designated as
at fair value through other comprehensive income
Convertible bonds converted to ordinary shares (Note 17)
Disposal of subsidiaries
BALANCE AT DECEMBER 31, 2023$

647,786$$-

The accompanying notes are an integral part of the parent company only financial statements.

28

$

$

(17,700)$

13,362$

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
CASH FLOWS FROM OPERATING ACTIVITIESLoss before income tax
Adjustments for:
Income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Net loss (gain) on fair value changes of financial assets andliabilities at fair value through profit or loss
Finance cost
Interest income
Dividend income
Share of profit or loss of subsidiaries accounted for using theequity method
Net gain on disposal of property, plant and equipment
Net loss (gain) on foreign currency exchange
Loss on inventories
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value throughprofit or loss
Accounts receivable
Accounts receivable - related parties
Contract assets
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Accounts payable - related parties
Contract liabilities
Other payables
Provisions
Other current liabilities
Cash generated (used in) from operations
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
incomeProceeds from disposal of financial assets at fair value through othercomprehensive income
29

$

2022

(208,142)$(73,872)

119,586
16,916
77,047

115,627
14,938
11,136(6,437)
21,595(12,341)(4,000)2,029
17,648(7,462)-

22,587
4,082
4,244

68,096(83,606)(6,506)
1,039

92,812(1,608)(132,156)(2,423)
10,234
12,573
57,790(6,753)(1,736)(11,285)(46,348)921
66,30358(3,656)(14)
69,849(1,827)73,553(23,924)(37,512)(142,533)(7,603)(3,484)(94,206)
12,068(4,870)10,38445,334
3,758
591
4,403
76
(104,898)(2,809)68,022(107,707)-(100,000)

61,465(Continued)

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
Purchase of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized cost
Acquisition of investments accounted for using the equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in other receivables from related parties
Increase in other non-current assets
Interest received
Dividends received$

Net cash generated from (used in) investing activities(133,396)
91,673(20,000)(61,353)(14,449)(483)
58,344(70,738)
12,465
4,000

2022
$

(207,283)
169,233(65,657)
263,402(11,493)(4,866)(32,671)
7,327-(72,472)

17,992

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Cash dividends from capital surplus
Acquisition of additional interests in subsidiaries
Interests paid

200,000
300,000(114,911)(27,270)(93,776)(64,660)(17,450)

100,000
200,000(114,853)(20,899)(64,198)(8,379)Net cash generated from financing activities

181,933

91,671NET INCREASE IN CASH AND CASH EQUIVALENTS

177,483

1,956

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

443,698

441,742

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR$

621,181

The accompanying notes are an integral part of the parent company only financial statements.

30$

443,698(Concluded)

(Appendix 1)
Brogent Technologies Inc.
Articles of Incorporation
Chapter 1

General Provisions

Article 1: The Company is constituted in accordance with the Company Act, and shall beknown as Brogent Technologies Inc.
Article 2: The business scope of the Company is as follows:
1. F218010 Information software retailer.
2. F219010 Electronic material retailer.
3. E605010 Computer installation.
4. F118010 Information software wholesaler.
5. F119010 Electronic material wholesaler.
6. I301010 Information software service.
7. I301020 Information processing service.
8. I301030 Electronic information supply service.
9. J601010 Arts service.
10. I401010 General advertising service.
11. J305010 Sound publishing.
12. J602010 Arts performance activity.
13. E603050 Automated control equipment engineering.
14. E604010 Machinery installation.
15. F109070
Wholesale of cultural education, musical instrument, andeducational
entertainment necessities.
16. F113010 Machinery wholesaler.
17. F113050 Computer and business machinery wholesaler.
18. F209060
Retailer of cultural education, musical instrument, andeducational entertainment necessities.
19. F213010 Electronic retailer.
20. F213030 Computer and business machinery retailer.
21. F401010 International trade.
22. F601010 Intellectual property rights service.
23. I501010 Product design service.
24. I503010 Landscape and interior design.
25. F213080 Machinery retailer.
26. F213990 Other machinery retailer.
27. J701040 Leisure activity venue service.
28. J701070 Information leisure service.
29. JB01010 Conference and exhibition service.
30. JE01010 Leasing service.
31. ZZ99999 All businesses not prohibited or restricted by law, except thosesubject to special approval.
Article 3: The Company may, based on business requirements and the reciprocity principle,
provide guarantees to external parties which shall be processed in accordancewith the Company's External Commitment Management Regulations.
Article 4: The Company's total reinvestment amount may exceed forty percent (40%) of
the net value of the most recent financial statements and the Board of Directors
shall be authorized for its implementation.
Article 5: The Company is headquartered in Kaohsiung City. Where necessary the31Company may establish branch companies domestically or overseas, subject tothe resolution by the Board of Directors meeting.
Article 6: The Company's public notices shall be made pursuant to Article 28 of theCompany Act.
Chapter 2

Shares

Article 7: The Company's total capital has been set at Nine Hundred Million New Taiwan
Dollars (NT$ 900,000,000), issuable in ninety million (90,000,000) shares at ten
dollars (NT$10) per share. The Board of Directors is authorized to conduct
issuance in installments.
An additional NT$20 million from the capital amount specified in Paragraph 1
shall be reserved for the issuance of employee stock options issuable in two
million (2,000,000) shares at ten dollars (NT$10) per share. The Board of
Directors is authorized to conduct issuance in installments.
Article 7-1: Transfer of shares to employees at prices below the market price or theCompany's average purchase price can be made subject to the resolution of themost recent shareholders' meeting. The passage of such resolution requires thepresence of shareholders representing more than half of all outstanding shares
and a favorable vote by more than two-thirds of votes present in the meeting.
Article 8: The Company's stocks shall be registered, and affixed with signature or seal ofthe director representing a company. The stock shell be issued following
certification by the bank which is competent to certify stock under the law, andare not required to be printed. The Company, however, should contact the
securities depository and custodian institution for registration of the sharecertificates.
Article 8-1: The bought back shares to be transferred by the Company, employee stock
option, restricted employee stock, and the new shares reserved for employees
subscription in the Company’s share offering include employees ofsubsidiaries of the Company meeting certain specific qualifications and theBoard or the person duly designated by the Board is authorized to decide suchqualifications and allocation.
Article 9: The entries in the List of Shareholders shall not be altered within the period
specified in Article 165 of the Company Act. The Company shall administer all
stock-related operations in accordance with the Company act and the"Regulations Governing the Handling of Stock Administration of Shareholder
Services of Public Companies" promulgated by the competent authority.
Chapter 3

Shareholders' meeting

Article 10:The Company holds annual and extraordinary shareholders' meetings. Annual
shareholders' meetings shall be convened on a yearly basis and within six months after
the end of each fiscal year, and extraordinary meetings shall be convened whennecessary in accordance with the law. Unless otherwise stipulated in laws andregulations, the shareholders' meeting shall be convened by the Board of Directors.
The notices for the shareholders' meeting prescribed in the preceding Paragraph may
be distributed in electronic form, subject to agreement by the recipient thereof.
When the shareholders' meeting is held, it may be held by video conference or othermethods announced by the central competent authority.

Article 11: If a shareholder is unable to attend the shareholders' meeting in person, a proxycan be appointed by presenting a properly signed/sealed proxy form printed in32the Company's prescribed format, while specifying the scope of delegatedauthority. Shareholders may appoint proxies according to Article 177 of theCompany Act and the "Regulations Governing the Use of Proxies for
Attendance at Shareholder Meetings of Public Companies" stipulated by thecompetent authority.
Article 12: Each shareholder of the Company shall be entitled to one vote for each share.
No voting power shall be granted, however, to shareholders of the Company
with shares prescribed in Article 179 of the Company Act and relevant laws
and regulations.
Article 13: Unless otherwise stipulated in the Company Act, any resolutions in ashareholders' meeting should be approved by a majority vote at a meeting
attended by shareholders representing at least one half of total outstanding
shares.
Article 13-1: A proposal to cancel the public issuance of the Company's shares after the
public offering shall be filed for a resolution in the shareholders' meeting. The
clause shall remain unaltered throughout the listing period on the TPEx
trading of Emerging Stock trading and Securities Listings.
Chapter 4

Directors and Audit Committee

Article 14: The Company shall have seven to nine Directors, who are elected during shareholders'meetings from among persons of adequate capacity to each serve a term of three years.
Their terms of service may be renewed if they are re-elected in the following election.
The total amount of shares held by all Directors of the Company shall be determinedin accordance with regulations of the competent authority responsible forsecurities.
The aforementioned Directors shall consist of at least three Independent Directors. A
candidate nomination system shall be adopted in the election and the Independent
Directors shall be elected by the shareholders meeting from the list of candidates.
Method of nomination shall be governed by the Article 192-1 of the Company Act.
The audit committee shall be composed of all independent directors consist of no lessthan three independent directors, one of whom shall be the convener.
The Company may purchase liability insurance for the Directors during their term ofoffice based on the compensation liabilities associated with their respective businessaccountabilities. The Board of Directors is authorized to determine the insurance
coverage based on industry practices and standards.

Article 14-1: The Company's Directors are elected using the single cumulative voting
method. Every share is vested with voting rights that is equivalent to thenumber of Directors to be elected. The votes can be concentrated on one
candidate or distributed among several candidates. Candidates with thehighest numbers of votes are elected Directors.
Article 15: The Board of Directors shall be comprised of the Directors of the Company.
The chairman of the Board shall be elected by and among the directors by amajority of directors present at a meeting attended by more than two-thirds of
directors. As necessary, a vice chairman may be elected by and among thedirectors in the same manner. The chairman of the Board shall represent theCompany externally.
Article 16: When the Chairperson is on leave or unable to exercise his/her official
functions for any specific reason, an acting Chairperson shall be designated inaccordance with Article 208 of the Company Act.
Article 16-1: Notices for Board of Directors meetings shall be distributed to the Directors
at least seven days before the meeting. The purpose of the meeting shall be33clearly stated in the notice. However, a Board of Directors meeting may be
convened at any time in the event of an emergency. The notice for meetings
may be communicated through written, fax, email, or other methods.
Article 17: Unless otherwise regulated by the Company Act, Board of Directors resolutions
are passed when there are more than half of all Directors present in a meeting
and with more than half of present Directors voting in favor. If a Director isunable to attend the Board of Directors meeting in person, the Director may
delegate one of the other Directors as a proxy in accordance with the law. The
Director shall in each instance issue a written proxy stating the scope of
authorization with respect to the purpose for the meeting. Any proxy prescribedin the preceding Paragraph, however, shall only represent one Director in themeeting. In case a meeting of the Board of Directors is proceeded via visualcommunication network, the Directors taking part in such a visualcommunication meeting shall be deemed to have attended the meeting inperson.
Article 18: All Directors shall be entitled to remuneration for their execution of duties
regardless of profits or losses. The Board of Directors is authorized todetermine remuneration after considering their contribution to the Company
and the industry's prevailing rates.
Article 18-1: Directors of the Company who occupy job positions within the Company
shall be entitled to monthly salaries in accordance with salary standards ofregular managerial staff in addition to the Director or Supervisor
remuneration specified in Article 21 of the Articles of Incorporation.
Chapter 5

Managerial officer

Article 19: The Company may appoint managerial staff. The appointment, dismissal andcompensation of such managerial staff shall be governed by Article 29 of theCompany Act.
Chapter 6

Accounting

Article 20: The Company's accounting period begins from January 1 and ends on
December 31 of each year. At the end of each fiscal year, the Board of
Directors of the Company shall, in accordance with relevant laws andregulations, prepare and submit (1) a Business Report (2) Financial Statements(3) Proposals on distribution of earnings or compensation of deficits, etc. to theshareholders at the ordinary meeting of shareholders for their acceptance inaccordance with the legal procedures.
Article 21: In the event the Company makes a profit during the fiscal year, it shall set aside
five (5) to fifteen (15) percent of the profits for employee remuneration. The
remuneration for Directors shall be no higher than two percent. However,priority shall be given to funds reserved for compensation of the Company’s
cumulative losses, if any. The employee remuneration specified in thepreceding paragraph may be distributed by parent-subsidiary mutually in sharesor cash and the recipients may include employees of subordinate companies orcontrolling companies meeting certain criteria and allocation method, which
the Board of Directors shall be authorized to determine at its discretion. Before
establishment of an audit committee, distribution ratio of remuneration ofsupervisors is based on preceding paragraph.
Article 22: Final annual net profit of the Company, if any, shall firstly be allocated for paying
34

business tax and compensating the deficit of previous years. After adding the items
other than the net profit after tax of the current period into the undistributed earningsof the current year. Ten percent of the remaining profit shall be allocated as legal
reserve. The remaining profit, along with the accumulated undistributed earnings forthe previous year, shall be booked as the accumulated distributable earnings; however,restrictions shall not apply if the amount of allocated legal reserve has reached thetotal capital of the Company. The cumulative distributable profits, with the exceptionof special reserve to be allocated or reversed as required by laws or regulations of thecompetent authority, may be considered for retention in accordance with business
requirements. The remaining sum shall be used for the distribution of dividends and if
funds still remain, a resolution may be passed in the shareholder meeting for the
distribution of shareholder bonus.
The company authorizes the board of directors with the attendance of more than
two-thirds of the directors and the resolution of a majority of the directors present to
distribute all or a part of dividends and bonuses, capital surplus or legal reserve incash, and report to the shareholders meeting. The aforementioned provisions thatshould be resolved by the shareholders’ meeting do not apply.

Article 23: The Company is situated in a changing industrial environment, wherein thecorporate life cycle is at a stable growth stage. Considering the Company's
capital requirement for continuous expansion and business operations, as well
as long-term financial planning to satisfy shareholders needs for cash flow, theCompany's dividend policy was formulated based on the residual dividend
policy in the relevant laws and regulations of the Company Act. Future capitalrequirements are measured according to the future capital budget plan of theCompany; capital required for earnings financing shall be retained, and theremaining earnings shall be distributed by way of cash or stock dividend.
Particularly, cash dividend may not be less than 10% of total dividends.
Chapter 7

Addendum

Article 24: Any matters not addressed in the Articles of Incorporation shall be governed by
the Company Act and relevant laws and regulations.
Article 25: The Articles of Incorporation were established on October 22, 2001.
The first amendment was made on July 5, 2002.
The second amendment was made on August 23, 2003.
The third amendment was made on June 27, 2004.
The fourth amendment was made on March 25, 2005.
The fifth amendment was made on September 29, 2005.
The sixth amendment was made on June 30, 2006.
The seventh amendment was made on June 30, 2008.
The eighth amendment was made on February 9, 2010.
The ninth amendment was made on May 31, 2011.
The tenth amendment was made on July 8, 2011.
The eleventh amendment was made on November 23, 2011.
The twelfth amendment was made on June 27, 2012.
The thirteenth amendment was made on June 19, 2013.
The fourteenth amendment was made on June 11, 2014.
The fifteenth amendment was made on May 20, 2015.
The sixteenth amendment was made on May 31, 2016.
The seventeenth amendment was made on May 31, 2017
The eighteenth amendment was made on May 29, 2018
The nineteenth amendment was made on May 29, 2019
The twentieth amendment was made on May 28, 2020.
The twenty-first amendment was made on May 27, 2022.

35

(Appendix 2)
Brogent Technologies Inc.
Rules of Procedure for Shareholders Meetings
Article 1 To establish a strong governance system and sound supervisory capabilities for
the Company's shareholders meetings, and to strengthen management
capabilities, these Rules are adopted pursuant to Article 5 of the Corporate
Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2 The Rules of Procedure for Shareholders Meetings of the Company, except asotherwise provided by law, regulation, or the Articles of Incorporation, shallbe as provided in these Rules.
The shareholder referred to in the Rules shall mean the shareholder or theproxy appointed by the shareholder to attend meetings on his/her behalf.
Article 3 Unless otherwise provided by law or regulation, the Company's shareholders
meetings shall be convened by the Board of Directors.
The Company shall prepare electronic versions of the shareholders meeting
notice and proxy forms, and the origins of and explanatory materials relating
to all proposals, including proposals for ratification, matters for deliberation,or the election or dismissal of Directors and upload them to the Market
Observation Post System (MOPS) at least 30 days before the date of an annual
shareholders meeting or at least 15 days before the date of an extraordinary
shareholders meeting. The Company shall prepare electronic versions of theshareholders meeting agenda and supplemental meeting materials and uploadthem to the MOPS at least 21 days before the date of the annual shareholders
meeting or at least 15 days before the date of the extraordinary shareholders
meeting. In addition, at least 15 days before the date of the shareholders
meeting, the Company shall also have prepared the shareholders meeting
agenda and supplemental meeting materials and made them available forreview by shareholders at any time. The meeting agenda and supplemental
materials shall also be displayed at the Company and the professional
shareholder services agent designated thereby as well as being distributed
on-site at the meeting place. The reasons for convening a shareholders meetingshall be specified in the meeting notice and public announcement. With theconsent of the addressee, the meeting notice may be given in electronic form.
Matters pertaining to election or discharge of directors, alteration of the
Articles of Incorporation, reduction of capital, application for the approval ofceasing its status as a public company, approval of competing with thecompany by directors, surplus profit distributed in the form of new shares,
reserve distributed in the form of new shares, dissolution, merger, spin-off , or
any matters as set forth in Paragraph I, Article 185 hereof shall be itemized in36the causes or subjects to be described and the essential contents shall be
explained in the notice to convene a meeting of shareholders, and shall not be
brought up as extemporary motions; the essential contents may be posted on
the website designated by the competent authority in charge of securities
affairs or the company, and such website shall be indicated in the above notice.
All directors of a company are re-elected and its start date is defined in thenotice of reasons for the shareholders meeting and shall not be brought up
again as extemporary motions or in any matters after re-election.
Shareholder(s) holding one percent (1%) or more of the total number ofoutstanding shares of the Company may submit a written proposal for
discussion at an annual shareholders' meeting. Such proposals, however, arelimited to one item only, and no proposal containing more than one item will
be included in the meeting agenda; however, a shareholder proposal proposed
for urging a company to promote public interests or fulfill its social
responsibilities may still be included in the list of proposals to be discussed ata regular meeting of shareholders by the board of directors. In addition, when
the circumstances of any Subparagraph of Article 172-1, Paragraph 4 of theCompany Act apply to a proposal submitted 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,
the Company shall publicly announce that it will receive shareholder proposals
in writing or by way of electronic transmission, and the location and time
period for their submission; the period for submission of shareholder proposals
may not be less than 10 days. Shareholder-submitted proposals are limited to
300 words, and no proposal containing more than 300 words will be includedin the meeting agenda. The shareholder making the proposal shall be present inperson or by proxy at the annual shareholders meeting and take part indiscussion of the proposal. Prior to the date for issuance of notice of ashareholders meeting, the Company shall inform the shareholders who
submitted proposals of the proposal screening results, and shall list in themeeting 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 4 If a shareholder is unable to attend the shareholders' meeting in person, a proxycan be appointed by completing the Company's proxy form and by specifying
the scope of delegated authority.
A shareholder may issue only one proxy form and appoint only one proxy for any
given shareholders meeting, and shall deliver the proxy form to the Company atleast 5 days before the date of the shareholders meeting. When duplicate proxyforms are delivered, the one received earliest shall prevail. Unless a declaration ismade to cancel the previous proxy appointment. After a proxy form has beendelivered to the Company, if the shareholder intends to attend the meeting inperson or to exercise voting rights by correspondence or electronically, a written
37notice of proxy cancellation shall be submitted to the Company at least 2 days
before the meeting date. If the cancellation notice is submitted after that time,
votes cast at the meeting by the proxy shall prevail.
Article 5 The venue for a shareholders meeting shall be the premises of the Company, ora place easily accessible to shareholders and suitable for a shareholders
meeting. The meeting may begin no earlier than 9AM and no later than 3PM.
Article 6 The Company shall specify in its shareholders meeting notices the time during
which shareholder attendance registrations will be accepted, the place toregister for attendance, and other matters of attention.
The time during which shareholder attendance registrations will be accepted,
as stated in the preceding paragraph, shall be at least 30 minutes prior to thetime the meeting commences. The place at which attendance registrations are
accepted shall be clearly marked and a sufficient number of suitable personnel
shall be assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend
shareholders meetings upon presentation of attendance passes, registration
cards, or other proof of attendance. Solicitors soliciting proxy forms shall also
bring personal identification documents for verification.
The Company shall furnish the attending shareholders with an attendance bookto sign, or attending shareholders may hand in a registration card in lieu ofsigning in.
The Company shall furnish attending shareholders with the proceedings
manual, annual report, attendance pass, speaker's slips, voting slips, and othermeeting 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 ajuristic person is appointed to attend as proxy, it may designate only one
person to represent it in the meeting.
Article 7 Shareholders' meetings that are convened by the Board of Directors shall bechaired by the Chairperson. If the Chairperson is unable to perform such duties
due to leave of absence or any reason, the Vice Chairperson shall act on the
Chairperson's behalf. If the Vice Chairperson is also unavailable, theChairperson may appoint the Managing Director to act on behalf. If theCompany does not have a Managing Director, one of the Directors shall be
appointed to act on behalf; where no delegate has been appointed, theManaging Director or the one appointed among the remaining Director shallact on the Chairperson's behalf.
When a Managing Director or a Director serves as chair, as referred to in thepreceding paragraph, the Managing Director or Director shall be one who has
38held that position for six months or more and who understands the financial
and business conditions of the Company. The same shall be true for arepresentative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the Board of Directors
be attended by a majority of the Directors.
For shareholders' meetings convened by any authorized party other than the
Board of Directors, the convener will act as the meeting Chairperson. If there
are two or more conveners at the same time, one shall be appointed among
themselves to chair the meeting.
The Company may appoint its attorneys, certified public accountants, or
related persons retained by it to attend a shareholders meeting in a non-voting
capacity.
Article 8 The Company, beginning from the time it accepts shareholder attendanceregistrations, shall make an uninterrupted audio and video recording of theregistration procedure, the proceedings of the shareholders meeting, and thevoting and vote counting procedures.
The recorded audio-visual materials of the preceding paragraph shall be
retained for at least 1 year. However, if a shareholder makes a litigious claim
against the Company according to Article 189 of the Company Act, theabovementioned documents must be retained until the end of the litigation.
Article 9 Attendance at shareholders meetings shall be calculated based on numbers ofshares. The number of shares in attendance shall be calculated according to theshares indicated by the attendance book and registration cards handed in plus
the number of shares whose voting rights are exercised by correspondence orelectronically.
The chair shall call the meeting to order at the appointed meeting time.
However, when the attending shareholders do not represent a majority of thetotal number of issued shares, the chair may announce a postponement,
provided that no more than two such postponements, for a combined total ofno more than 1 hour, may be made. If the quorum is not met after two
postponements and the attending shareholders still represent less than one thirdof the total number of issued shares, the chair shall declare the meeting
adjourned.
If the quorum is not met after two postponements as referred to in thepreceding 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, Paragraph 1 of the Company Act; allshareholders shall be notified of the tentative resolution and anothershareholders meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent
a majority of the total number of issued shares, the chair may resubmit thetentative resolution for a vote by the shareholders meeting pursuant to Article
39

174 of the Company Act.
Article 10 If a shareholders meeting is convened by the Board of Directors, the meeting
agenda shall be set by the Board of Directors. With regard to the voting
procedure of resolution of each proposal (including extempore motions), it
shall be pass the resolution on a one agenda by one agenda basis. The meetingshall proceed in the order set by the agenda, which may not be changed
without a resolution of the shareholders meeting. The provisions of thepreceding paragraph apply mutatis mutandis to a shareholders meeting
convened by a party with the power to convene that is not the Board of
Directors. The chair may not declare the meeting adjourned prior tocompletion of deliberation on the meeting agenda of the preceding two
paragraphs (including extempore motions), except by a resolution of theshareholders meeting. If the chair declares the meeting adjourned in violationof the rules of procedure, the other members of the Board of Directors shallpromptly assist the attending shareholders in electing a new chair inaccordance with statutory procedures, by agreement of a majority of the votes
represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanationand discussion of proposals and of amendments or extempore motions put
forward by the shareholders; when the chair is of the opinion that a proposal
has been discussed sufficiently to put it to a vote, the chair may announce thediscussion closed, call for a vote and arrange sufficient and appropriate timefor voting.
Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the
subject of the speech, his/her shareholder account number (or attendance pass
number), and account name. The order in which shareholders speak will be set
by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not
actually speak shall be deemed to have not spoken. When the content of the
speech does not correspond to the subject given on the speaker's slip, thespoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than
twice on the same proposal, and a single speech may not exceed 5 minutes. If
the shareholder's speech violates the rules or exceeds the scope of the agenda
item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speakor interrupt unless they have sought and obtained the consent of the chair andthe shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives toattend a shareholders meeting, only one of the representatives so appointed
may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or40

direct relevant personnel to respond.
Article 12 Voting at a shareholders meeting shall be calculated based the number ofshares.
With respect to resolutions of shareholders meetings, the number of shares
held by a shareholder with no voting rights shall not be calculated as part of
the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, andthere is the likelihood that such a relationship would prejudice the interests of
the Company, that shareholder may not vote on that item, and may not
exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under thepreceding paragraph shall not be calculated as part of the voting rights
represented by attending shareholders.
With the exception of trust enterprises and certain share administration
agencies approved by the competent authority, a proxy may not represent
more than 3% of total voting rights when representing two or moreshareholders at a time. Voting rights that exceed this threshold shall be
excluded.
Article 13 Shareholders shall be entitled to one vote for each share held, except when theshares are restricted shares or are deemed non-voting shares under Article
179, Paragraph 2 of the Company Act. When the Company holds ashareholders meeting, it may allow the shareholders to exercise voting rights
by correspondence or electronic means. When voting rights are exercised bycorrespondence or electronic means, the method of exercise shall be specified
in the shareholders meeting notice. A shareholder exercising voting rights bycorrespondence or electronic means will be deemed to have attended themeeting in person, but to have waived his/her rights with respect to theextempore motions and amendments to original proposals of that meeting; itis therefore advisable that the Company avoid the submission of extempore
motions and amendments to original proposals. A shareholder intending to
exercise voting rights by correspondence or electronic means under thepreceding paragraph shall deliver a written declaration of intent to theCompany at least 2 days before the date of the shareholders meeting. When
duplicate declarations of intent are delivered, the one received earliest shallprevail, except when a declaration is made to cancel the earlier declaration of
intent. After a shareholder has exercised voting rights by correspondence orelectronic means, in the event the shareholder intends to attend theshareholders meeting in person, a written declaration of intent to retract thevoting rights already exercised under the preceding paragraph shall be madeknown to the Company, by the same means by which the voting rights were
exercised, at least 2 days before the date of the shareholders meeting. If thenotice of retraction is submitted after that time, the voting rights already41exercised by correspondence or electronic means shall prevail. When ashareholder has exercised voting rights both by correspondence or electronicmeans and by appointing a proxy to attend a shareholders meeting, the voting
rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company's
Articles of Incorporation, the resolution of a proposal shall require anaffirmative majority of the voting rights represented by attending
shareholders. At the time of a vote, for each proposal, the chair or a person
designated by the chair shall first announce the total number of voting rights
represented by the attending shareholders.
With the exception of proposals listed on the agenda, other proposals
submitted by shareholders or the amended or alternative versions of theoriginal proposal shall require endorsement of other shareholders. The shares
represented by the person submitting the proposal and the shareholders thatendorsed the proposal is required to exceed one percent (1%) of all voting
rights of issued shares. In case there are any amendments or alternative
solutions for the same proposal, the chair shall combine theseamendments/alternative solutions with the original proposal and decide theirpriority for voting. In case one of these cases has already been resolved, theother cases shall be considered rejected. No further voting shall be required.
The chair shall appoint personnel to monitor or count the votes. The
individuals monitoring the votes, however, shall be the shareholders of theCompany. Vote counting for shareholders meeting proposals or elections shallbe conducted in public at the place of the shareholders meeting. Immediately
after vote counting has been completed, the results of the voting, including thestatistical tallies of the numbers of votes, shall be announced on-site at themeeting, and a record made of the vote.
Article 14 The election of Directors at a shareholders meeting shall be held inaccordance with the applicable election and appointment rules adopted by theCompany, and the voting results shall be announced on-site immediately,
including the names of those elected as Directors and the numbers of votes
with which they were elected. The ballots for the election referred to in thepreceding paragraph shall be sealed with the signatures of the monitoring
personnel and kept in proper custody for at least 1 year. However, if ashareholder makes a litigious claim against the Company according to Article
189 of the Company Act, the abovementioned documents must be retained
until the end of the litigation.

Article 15 Matters relating to the resolutions of a shareholders meeting shall be recordedin the meeting minutes. The meeting minutes shall be signed or sealed by thechair of the meeting and a copy distributed to each shareholder within 20
42

days after the conclusion of the meeting.
The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraphby means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and placeof the meeting, the chair's full name, the methods by which resolutions wereadopted, and a summary of the deliberations and their voting results. When
there is an election of directors, the each candidate votes shall be disclosed.
The meeting minutes and each candidate votes shall be retained for theduration of the existence of the Company.
A proposal passed via the resolution method in the preceding paragraph shallbe recorded as "passed unanimously after the chair inquires the all
shareholders in attendance" after the chair has inquired all attending
shareholders and no shareholders have voiced an objection; however, if ashareholder voiced an objection to the proposal, the method of voting, theapproval voting rights, and the voting rights ratio shall be recorded.
Article 16 On the day of a shareholders meeting, the Company shall compile in theprescribed format a statistical statement of the number of shares obtained bysolicitors through solicitation and the number of shares represented byproxies, and shall make an express disclosure of the same at the place of theshareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material
information under applicable laws or regulations or under Taiwan Stock
Exchange Corporation (or Taipei Exchange) regulations, the Company shallupload the content of such resolution to the MOPS within the prescribed time
period.
Article 17 Staff handling administrative affairs of a shareholders meeting shall wear
identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain orderat the meeting place. When proctors or security personnel help maintain orderat the meeting place, they shall wear an identification card or armband
bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak
through any device other than the public address equipment set up by theCompany, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's
correction, obstructing the proceedings and refusing to heed calls to stop, thechair may direct the proctors or security personnel to escort the shareholder
from the meeting.
Article 18 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 the43meeting temporarily suspended and announce a time when, in view of thecircumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of
the items (including extempore motions) on the meeting agenda have beenaddressed, the shareholders meeting may adopt a resolution to resume themeeting 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 19 These Rules, and any amendments hereto, shall be implemented after
adoption by shareholders meetings.
The first amendment was made on May 28 2020.

44

(Appendix 3)
Brogent Technologies Inc.
Shareholding Status of Directors
1) The Company's paid-in capital is NT$648,641,370, a total number of 64,864,137 shares
have been issued.
2) According to Article 26 of the Securities and Exchange Act, the total amount of shares
held by the entire body of Directors or Supervisors shall not be less than the following
number of shares: 5,189,130 shares.
According to Article 2 of the "Rules and Review Procedures for Director and Supervisor
Share Ownership Ratios at Public Companies," if a public company has elected two or
more Independent Directors, the share ownership figures calculated at the rates set forthin the preceding paragraph for all Directors other than the Independent Directors andshall be decreased by 20 percent.
3) The shares held by individual shareholders, and all Directors as of the book closure dateof this shareholders’ meeting (March 29, 2024) are shown in the table below. The
number of shares has reached the amount required by the Securities and Exchange Act.

Term
Date elected (Year)

Number of shares held asrecorded in the list ofshareholders on the bookclosure date
Percentage ofcurrently
Sharesissued shares
(%)

Title

Name

Chairperson

Chih-Hung Ouyang

2023.05.31

33,807,191

5.87

Director

Changchun Investment
Co., Ltd.
Representative
Chih-Chuan Chen

2023.05.31

32,150,271

3.32

DirectorChin-Huo Huang

2023.05.31

3

1,149,442

1.77

Director

LARGOU MORI CO.,LTD.
Representative
Shen-Hao Cheng

2023.05.31

3

1,875,929

2.89

Lewis Lee

2023.05.31

3

0

0.00

Chih-Poung Liou

2023.05.31

3

0

0.00

Jih-Ching Chiu

2023.05.31

3

0

0.00

Keng-Shin Lin

2023.05.31

3

0

0.00

8,982,833

13.85

Independent
Director
Independent
Director
Independent
Director
Independent
Director

Shareholdings of all directors

45