FocalTech : 2023 fourth quarter financial report

FocalTech Systems Co., Ltd. and

Subsidiaries

Consolidated Financial Statements for the

Years Ended December 31, 2023 and 2022

Notice to Readers

The reader is advised that these financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

REPRESENTATION LETTER

The entities included in the consolidated financial statements as of December 31, 2023 and for the year then ended prepared under the International Financial Reporting Standards, No.10 are the same as the entities to be included in the combined financial statements of the Company, if any to be prepared, pursuant to the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises (referred to as "Combined Financial Statements"). Also, the footnotes disclosed in the Consolidated Financial Statements have fully covered the required information in such Combined Financial Statements. Accordingly, the Company did not prepare any other set of Combined Financial Statements than the Consolidated Financial Statements.

Very truly yours,

FocalTech Systems Co., Ltd.

By

Genda James Hu

Chairman

February 23, 2024

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-1-

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders

FocalTech Systems Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of FocalTech Systems Co., Ltd. and its subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 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 Auditing and Attestation of Financial Statements by 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 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 consolidated financial statements for the year ended December 31,2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Recognition for Sales Revenue

The sales revenue of Integrated Driver Controller is the main indicator of financial and business performance evaluated by investors and the management. It possibly exists the pressure to achieve the financial target, and it might result in the risk of the occurrence of sales revenue. Therefore, the sales revenue of Integrated Driver Controller is considered as a key audit matter for the financial year ended December 31, 2023.

Refer to Notes 4 and 23 for the accounting policy, accounting estimation and disclosure information. Our audit procedures related to the abovementioned Key Audit Matters included the following:

1. We evaluated the design of internal control related to sales and collection cycle and the implement of the internal control.
2. We obtained customer ranking list in 2023, and analyze the differences of customers and its sales amount.
3. We analyzed if the sales quantities, sales revenue and gross margin by products existed material exception.
4. We sampled purchase orders, shipping documents bills of lading, and collection records in revenue breakdown to ensure the occurrence of sales revenue.

Valuation of Inventory

Due to high market demand fluctuation and rapid technological development, the inventories may turn obsolete or have a lower net realizable value which may result in inventories being impaired. The Group has performed impairment assessment on inventories through evaluation of aging and net realizable value of inventories quarterly. The management has practiced their professional judgement in estimating the possible loss on impairment based on the sales performance of each product. Therefore, inventory valuation is considered as a key audit matter for the financial year ended December 31, 2023.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-2-

Refer to Notes 4 and 11 for the accounting policy, accounting estimation and disclosure information.

Our audit procedures related to the abovementioned Key Audit Matters included the following:

1. We obtained an understanding of the Group's accounting policies and procedures on the assessment of impairment through analyzing the net realizable value calculation report and inventory aging report prepared by the management. We have inspected the supporting documents of recent selling price, and re-calculated the net realizable value of inventory to ensure its accuracy and reasonableness of the management's estimation on impairment loss.
2. We obtained an understanding of the Group's judgement on the estimation of impairment loss for obsolete items information and discussed recent sales performance and the reasonableness on the estimates of inventory devaluation in the future. We also performed inspection on recent sales to evaluate the reasonableness of the impairment loss provided on obsolete stock.

Other Matter

We have also audited the parent company only financial statements of FocalTech Systems Co., Ltd. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.

Responsibilities of Corporate Management and Governance Hierarchy for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management level 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 members of the Audit Committee) is 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 a whole 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 are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-3-

effectiveness of the Group's internal control.

1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
2. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
3. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
4. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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 determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Yu-HongKuo and Chih-MingShao.

Deloitte & Touche

Taipei, Taiwan

Republic of China

February 23, 2024

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-4-

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)

				2023							2022
ASSETS				Amount	%						Amount		%
CURRENT ASSETS
Cash and cash equivalents (Note 4 and 6)	$	4,444,804		24		$	5,674,470	27
Financial assets at fair value through profit or loss (Note 4 and 7)			250,205		1						-		-
Financial assets at fair value through other comprehensive income (Note 4 and 8)			129,746		1						-		-
Accounts receivables, net (Note 4 and 10)			1,649,039		9						1,148,471	6
Inventories (Note 4 and 11)			2,675,092		15					5,753,731	28
Other financial assets (Note 4 and 9)			2,806,629		15					517,464	2
Other current assets (Note 25)			227,685		1						258,794	1
Total current assets			12,183,200		66						13,352,930	64
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss (Note 4 and 7)			365,725		2						467,143	2
Financial assets at fair value through other comprehensive income (Note 4 and 8)			50,364		-						179,137	1
Property, plant and equipment (Note 4 and 13)			2,439,730		13					2,514,208	12
Goodwill (Notes 4 and 14)			1,237,268		7						1,237,268		6
Other intangible assets (Note 4 and 15)			114,519		1						60,549	-
Deferred tax assets (Note 4 and 25)			179,725		1						306,129	2
Refundable deposits (Note 16)			1,857,769		10					2,654,474	13
Other non-current assets (Note 32)			26,997		-						25,347	-
Total non-current assets			6,272,097		34						7,444,255		36
TOTAL	$	18,455,297		100		$	20,797,185	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 17)	$	860,242		5			$	3,070,806	15
Accounts payables (Note 18)			1,478,429		8						929,492	4
Other payables (Note 19)			1,456,384		8						1,653,776	8
Current tax liabilities (Notes 4 and 25)			387,792		2						629,303	3
Current position of long-term borrowings (Note 17)			198,493		1						25,000	-
Other current liabilities (Notes 23)			78,002		-						81,038	-
Total current liabilities			4,459,342		24						6,389,415	30
NON-CURRENT LIABILITIES
Long-term borrowings (Note 17)			760,454		4						961,840	5
Deferred tax liabilities (Note 4 and 25)			219,167		2						216,757	1
Net defined benefit liabilities (Note 4 and 20)			13,955		-						13,560	-
Guarantee deposits received (Note 21)			3,688,279		20					4,369,353			21
Total non-current liabilities			4,681,855		26					5,561,510		27
Total liabilities			9,141,197		50					11,950,925		57
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Notes 4, 22 and 27)
Share capital
Ordinary shares			2,178,900		12					2,161,107		11
Capital surplus			6,031,904		32					6,041,988	29
Retained earnings
Legal reserve			712,562		4						712,562	3
Special reserve			-		-						211,479	1
Undistributed earnings			757,830		4						196,847	1
Total retained earnings			1,470,392		8						1,120,888		5
Other equity			(210,063)	(1)				(296,495)	(1)
Treasury shares			(163,060)	(1)				(196,057)	(1)
Equity attributable to owners of the parent			9,308,073		50					8,831,431	43
NON-CONTROLLING INTERESTS (Note 22)			6,027		-						14,829	-
Total equity			9,314,100		50						8,846,260		43
TOTAL	$	18,455,297		100		$	20,797,185	100
The accompanying notes are an integral part of the consolidated financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-5-

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2023						2022
		Amount		%				Amount		%
REVENUE (Note 4 and 23)	$ 13,568,371		100		$ 12,949,902	100
COSTS OF SALES (Notes 4,11 and 24)	(10,859,718)		(80)	(11,667,224)	(90)
GROSS PROFIT	2,708,653			20		1,282,678		10
OPERATING EXPENSES (Notes 24, 27,28 and 31)
Selling and marketing expenses	(365,715)	(3)	(492,636)	(4)
General and administrative expenses	(430,621)	(3)	(546,775)	(4)
Research and development expenses	(1,789,672)		(13)	(2,536,509)	(20)
Total operating expenses	(2,586,008)		(19)	(3,575,920)	(28)
OPERATING INCOME (LOSS)	122,645			1		(2,293,242)		(18)
NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 24)	(56,044)	-		(51,492)	-
Interest income (Note 4)	267,968		2		93,996	1
Gain (Loss) on financial assets and liabilities at fair
value through profit or loss (Notes 4)	34,507		-		(81,306)	(1)
Other gains and losses, net	52,804		-		207,675	2
Gain on foreign exchange (Notes 4)		3,837			-	263,752	2
Total non-operating income and expenses		303,072			2			432,625			4
INCOME (LOSS) BEFORE INCOME TAX	425,717		3		(1,860,617)	(14)
INCOME TAX EXPENSE (Notes 4 and 25)		(72,702)	(1)	(68,278)	(1)
NET INCOME (LOSS)		353,015			2			(1,928,895)	(15)
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Notes 4
and 20)	(861)	-		7,985	-
Income tax related to items that will not be
reclassified subsequently to profit or loss (Notes
4 and 25)		120			-			(1,117)	-
		(741)	-		6,868	-

(Continued)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-6-

			2023										2022
			Amount	%					Amount	%
Items that may be reclassified subsequently to profit
or loss:
Exchange differences from translating the
financial statements of foreign operations
(Notes 4)	$	(41,192)	2		$	273,505	2
Unrealized loss from debt instrument investments
measured at fair value through other
comprehensive income (Notes 4)			6,619				-					(13,307)	-
			(34,573)	2					260,198	2
Total other comprehensive (loss) income, net of
income tax			(35,314)	2					267,066	2
TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR	$	317,701			2		$	(1,661,829)	(13)
NET INCOME (LOSS) ATTRIBUTABLE TO:
Owners of the Company	$	361,919			2		$	(1,912,039)	(15)
Non-controlling interests			(8,904)	-					(16,856)	-
		$	353,015				2			$	(1,928,895)	(15)
TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Company	$	326,503			2		$	(1,654,358)	(13)
Non-controlling interests			(8,802)	-					(7,471)	-
		$	317,701				2			$	(1,661,829)	(13)
EARNINGS PER SHARE (LOSS) (Note 26)
Basic		$	1.74							$	(9.39)
Diluted	$	1.69

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

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-7-

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Parent

		Share Capital												Retained Earnings												Other Equity
																																Unrealized Gain
																															(Loss) on Financial
																										Exchange Differences		Assets at Fair Value
																										from Translating the			through Other				Unearned
																						Undistributed		Financial Statement of			Comprehensive				employee													Non-controlling
	Ordinary Shares		Capital Surplus		Legal Reserve		Special Reserve				Earnings		Foreign Operations				Income			compensation		Treasury Shares				Total				Interests			Total Equity
BALANCE, JANUARY 1, 2022	$	2,162,367	$	6,062,869		$	101,230	$	122,316		$	6,202,079	$	(211,648)	$	169	$	(813,720)	$	-		$13,625,662	$	22,300	$13,647,962
Appropriation of 2021 earnings			-					-					611,332				-					(611,332)				-					-					-					-					-					-					-
Legal reserve
Special reserve			-					-					-					89,163					(89,163)				-					-					-					-					-					-					-
Cash dividends			-					-					-					-		(3,400,000)				-					-					-					-		(3,400,000)				-		(3,400,000)
Net loss for the year ended December 31, 2022			-					-					-					-		(1,912,039)				-					-					-					-		(1,912,039)				(16,856)	(1,928,895)
Other comprehensive income (loss) for the year ended
December 31, 2022, net of income tax			-					-					-					-					6,868				264,120				(13,307)				-					-					257,681				9,385				267,066
Total comprehensive income (loss) for the year ended
December 31, 2022			-					-					-					-		(1,905,171)				264,120				(13,307)				-					-		(1,654,358)				(7,471)	(1,661,829)
Compensation cost of employee share options			-					46,258				-					-					-					-					-					-					-					46,258				-					46,258
Treasury shares acquired			-					-					-					-					-					-					-					-					(507,621)				(507,621)				-					(507,621)
Treasury shares transferred to employees			-					-					-					-					-					-					-					-					311,564				311,564				-					311,564
Retirement of restricted stock employees			(3,880)				(79,540)				-					-					-					-					-					79,540				-					(3,880)				-					(3,880)
Issuance of ordinary shares from exercise of employee
share options			2,620				12,401				-					-					-					-					-					-					-					15,021				-					15,021
Unvested restricted stock to employees refund cash
dividends			-					-					-					-					434				-					-					-					-					434				-					434
Compensation cost of restricted stock to employees			-					-					-					-					-					-					-					398,351				-					398,351				-					398,351
BALANCE, DECEMBER 31, 2022		$	2,161,107	$	6,041,988		$	712,562	$	211,479		$	196,847	$	52,472	$	(13,138)	$	(335,829)	$	(196,057)	$	8,831,431	$	14,829	$	8,846,260
Appropriation of 2022 earnings			-					-					-					(211,479)					211,479				-					-					-					-					-					-					-
Reversal of special reserve
Net income for the year ended December 31, 2023			-					-					-					-					361,919				-					-					-					-					361,919				(8,904)				353,015
Other comprehensive income (loss) for the year ended
December 31, 2023, net of income tax			-					-					-					-					(741)				(41,294)				6,619				-					-					(35,416)				102				(35,314)
Total comprehensive income (loss) for the year ended
December 31, 2023			-					-					-					-					361,178					(41,294)				6,619				-					-					326,503				(8,802)				317,701
Cash dividends distributed from capital surplus			-					(108,000)				-					-					-					-					-					-					-					(108,000)				-					(108,000)
Compensation cost of employee share options			-					24,940				-					-					-					-					-					-					-					24,940				-					24,940
Treasury shares transferred to employees			-					-					-					-					-					-					-					-					32,997				32,997				-					32,997
Issuance of ordinary shares from exercise of employee
share options			463				508				-					-					-					-					-					-					-					971				-					971
Issuance of restricted stock employees			20,330				137,024				-					-					-					-					-					(137,024)				-					20,330				-					20,330
Retirement of restricted stock employees			(3,000)				(63,057)				-					-					-					-					-					63,057				-					(3,000)				-					(3,000)
Compensation cost of restricted stock to employees			-					-					-					-					-					-					-					195,074				-					195,074				-					195,074
Other			-					(1,499)				-					-					(11,674)				-					-					-					-					(13,173)				-					(13,173)
BALANCE, DECEMBER 31, 2023		$	2,178,900	$	6,031,904		$	712,562		$	-		$	757,830		$	11,178	$	(6,519)	$	(214,722)	$	(163,060)	$	9,308,073	$	6,027	$	9,314,100

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

This is the translation of the financial statements. CPAs do not audit or review on this translation.

-8-

FOCALTECH SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax	$ 425,717		$ (1,860,617)
Adjustments for:
Depreciation expenses	113,685		119,936
Amortization expenses	91,815		71,724
Net (gain) loss on financial assets at fair value through profit or loss	(34,507)	81,306
Finance costs	56,044		51,492
Interest income	(267,968)	(93,996)
Compensation cost of employee share options	24,940		46,258
Loss (gain) on disposal of property plant and equipment	225		(460)
Loss (gain) on disposal of investments	5,942		(97,765)
(Reversal gain) loss on write-down of inventories	(1,159,428)	2,254,749
Unrealized loss on foreign exchange	11,720		128,450
Compensation cost of restricted stock to employees	195,074		398,351
Changes in operating assets and liabilities
Financial assets mandatorily measured at fair value through profit or
loss	(124,005)	95,352
Accounts receivables	(505,568)	2,112,803
Inventories	4,220,604		(4,169,905)
Other current assets	72,958		294,424
Accounts payables	557,263		(1,696,410)
Other payables	(192,185)	(51,028)
Other current liabilities	(1,914)	(32,505)
Other non-current liabilities	-		(10,400)
Net defined benefit liabilities		(466)	(595)
Cash generated (used) from operations		3,489,946			(2,358,836)
Interest paid	(55,999)	(50,368)
Income tax paid	(192,444)	(1,395,084)
Net cash inflow (outflow) from operating activities	3,241,503		(3,804,288)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial asset at fair value through other
comprehensive income	-		59,609
Acquisition of property, plant and equipment	(59,324)	(151,888)
Disposal of property, plant and equipment	-		7,695
Decrease in refundable deposits	796,631		188,079
Acquisition of intangible assets	(145,821)	(71,091)
(Increase) decrease in other financial assets	(2,300,717)	3,429,086
Increase in other non-current assets	(2,059)	(14,739)
Interest received	237,124	80,082
Other		(11,674)	-
Net cash (outflow) inflow from investing activities		(1,485,840)	3,526,833

(Continued)

This is the translation of the financial statements. CPAs do not audit or review on this translation. -9-