ASCENT - Annual Report 2023 | FinancialReports.eu

Stock Code: 1439

Website of the Company’s annual report

Market Observation Post System: http://mops.twse.com.tw Company’s website: https://www.ascentglobal.com.tw

ASCENT DEVELOPMENT CO., LTD.

(Previous name:CHUWA WOOL INDUSTRY CO.,(TAIWAN)LTD.)

2023 Annual Report

Published May 27, 2024

Table of Contents	Table of Contents
Meeting Procedures...................................................................................................... 1
Meeting Agenda	2
I. Report Items	3
II. Matters for Ratification	4
III. Matters for Discussions	5
IV. Extempore Motions	6
V. Adjournment	6
Attachment
[Attachment 1] 2023 Business Report	7
[Attachment 2] Audit Committee’s Review Report	11
[Attachment 3] 2023 Detailed Remunerations of Individual Directors	12
[Attachment 4] 2023 Independent Auditors’ Report and Financial Statements	14
[Attachment 5] 2023 Statement of Earning Distribution	24
[Attachment 6] Comparison Table of the “Rules of Procedures for Shareholders’
Meetings” Before and After Amendment, and Description Thereof	25
[Attachment 7] Comparison Table of the “Procedures of Outward Loans to Others”
Before and After Amendment, and Description Thereof	29
[Attachment 8] Comparison Table of the “Operational Procedures for Making
Endorsements/Guarantees” Before and After Amendment, and Description Thereof...
	35
[Attachment 9] Concurrent positions held by the directors in other companies	46
Appendix
[Appendix 1] "Articles of Incorporation"	47
[Appendix 2] ”Shareholder’s Meeting Rules of Procedures"	53
[Appendix 3] "Procedures of Outward Loans to Others"	63
[Appendix 4] "Operational Procedures for Making Endorsements/Guarantees"	68
[Appendix 5] Directors' Shareholdings	74

Ascent Development Co., Ltd. 2024 Regular Shareholders’ Meeting

Meeting Procedures I. Call to Order II. Chairman Remarks III. Report Items IV. Matters for Ratification V. Matters for Discussions VI. Extemporary Motions VII. Adjournment

Ascent Development Co., Ltd. 2024 Regular Shareholders’ Meeting Meeting Agenda

Meeting time: 9:00 a.m. Thursday, June 27, 2024

Venue: B2, No. 108, Dunhua S. Rd., Sec. 1, Taipei City (Fubon National Conference Center)

Meeting type: physical shareholders' meeting

I. Commencement of meeting: (Announce the total number of shares represented in the meeting)
II. Chairman Remarks
III. Report Items
(I) 2023 Business Report.
(II) Audit Committee’s review report on the 2023 financial statements.
(III) Report on the distribution of 2023 remuneration for employees and directors.
(IV) Report on the 2023 earning distribution.
(V) Report on the 2023 remuneration of directors
(VI) Report on the proposal made by shareholders for 2024 Regular Shareholders’ Meeting.
IV. Matters for Ratification
(I) 2023 Business Report and Financial Statements.
(II) Proposal of 2023 Earning Distribution
V. Matters for Discussions
(I) Proposal of the amendment the Company's Rules of Procedure for Shareholders Meetings.
(II) Proposal of the amendment to "Procedures of Outward Loans to Others” of the Company
(III) Proposal of the amendment to "Operational Procedures for Making Endorsements/Guarantees" of the Company
(IV) Removal of restrictions on directors' competing business involvement.
VI. Extemporary Motions
VII. Adjournment

I. Report Items

Proposal 1: 2023 business report, please review.

Description: For the 2023 business report, please refer to [Attachment 1] on page 7 to page 10.
Proposal 2: Audit Committee’s review report on the 2023 financial statements, please review.
Description: For the Audit Committee’s review report, please refer to [Attachment 2] on page 11.
Proposal 3: Report on distribution of 2023 remuneration for employees and directors, please review.

Description:

I. The 2023 income before tax is NT$186,337,819 before deducting the distribution of employee and director remunerations. It will be provided 0.5% of such as the employee remuneration, for NT$931,690, and 0.5% of such as the director remuneration, for NT$931,690. All are paid in cash.
Proposal 4: Report on the 2023 earning distribution, please review. Description:
I. The Company distributes the 2023 shareholders’ bonus for NT$27,600,000, or NT$0.3 per share in cash. The chairman is authorized to determine the base date of dividend distribution, distribution date, and handle other matters.
II. When distributing the cash dividends, the calculation is based on the distribution proportion up to NTD (if less than NT$1, round-off). The fractional payment under NT$1 is accounted as the other income of the Company.
Proposal 5: Report on 2023 directors’ remuneration, please review.
Description: The Corporate Governance Best Practice Principles are complied with, and to enable the shareholders to understand how the directors receive the remuneration, for the Company’s 2023 director remuneration policy, individual remuneration description, and amount, please refer to [Attachment 3] on page 12 of the handbook.
Proposal 6: Report on proposal made by shareholders for 2024 Regular Shareholders’ Meeting, please review.
Description: Pursuant to Article 172-1 of the Company Act, the Company accepted the shareholders’ proposals from April 19, 2024 to April 29, 2024; no shareholders’ proposal was received.

II. Matters for Ratification

Proposal 1: Proposed by the board of directors

Cause: 2023 business report and financial statements, please ratify. Description:

I. The Company’s 2023 consolidated and parent-only financial statements have been audited by Hsiao, Chun-Yuan and Lin, Se-Kai, CPAs of PwC Taiwan, and submitted to the Audit Committee with the business report for audit, with the audit report presented.
II. For the 2023 business report, Independent Auditors’ Report, and financial statements, please refer to [Attachment 1] on page 7 to page 10, and [Attachment 4] on page 14 to page 23.
III. Please ratify.

Resolution:

Proposal 2: Proposed by the board of directors Cause: Proposal of 2023 earning distribution, please ratify. Description:

I. The 2023 net profit after tax is NT$184,403,153, and the Statement of Earning Distribution has been prepared pursuant to the Articles of Incorporation. Please refer to [Attachment 5] on page 24 of the handbook.
II. Please ratify.

Resolution:

III. Matters for Discussions

Proposal 1: Proposed by the board of directors Cause: Amendment to the Company's “Rules of Procedure for Shareholders Meetings,” please discuss.

Description:

I. Amend some articles of the Company's "Rules of Procedures for Shareholders’ Meetings” according to Letter Jin-Guan-Zheng-Jiao-Zi No. 1120334642.
II. For the comparison table before and after the amendment to the “Rules of Procedures for Shareholders’ Meetings” and the description thereof, please refer to [Attachment 6] on page 25.

III. Please discuss.

Resolution:

Proposal 2: Proposed by the board of directors

Cause: Proposal of the amendment to "Procedures of Outward Loans to Others," please discuss.

Description:

I. To cope with the Company’s business development and operational needs, it is intended to amend some provisions of the "Procedures of Outward Loans to Others.”
II. For the comparison table before and after the amendment to the "Procedures of Outward Loans to Others” and the description thereof, please refer to [Attachment 7] on page 29.

III. Please discuss.

Resolution:

Proposal 3: Proposed by the board of directors Cause: Proposal to amend the Company's " Operational Procedures for Making Endorsements/Guarantees," please discuss.

Description:

I. To cope with the Company’s business development and operational needs, it is intended to amend some provisions of the “Operational Procedures for Making Endorsements/Guarantees.”
II. For the comparison table before and after the amendment to the “Operational Procedures for Making Endorsements/Guarantees,” and the description thereof, please refer to [Attachment 8] on page 35.

III. Please discuss.

Resolution:

Proposal 4: Proposed by the board of directors Cause: Removal of restrictions of non-compete on directors, please discuss. Description:

I. Pursuant to Article 209 of The Company Act, "Directors may obtain permission for engaging in business activities that coincide with those of the company for directors' own benefit, or for the benefits of others, by disclosing material details during shareholders’ meetings.
II. To adopt the expertise and related experience of directors, on the premise of not prejudicing the Company’s interest, it is requested that the shareholders’ meeting remove the restrictions of non-compete on directors. For the additional concurrent positions held by the directors in other companies, please refer to [Attachment 9] on page 46 of the handbook.
III. Please discuss.

Resolution:

IV. Extemporary Motions

V. Adjournment

[Attachment 1] 2023 Business Report

Ascent Development Co., Ltd.

(Previous name: Chuwa Wool Industry Co., (Taiwan) Ltd.) 2023 Business Report

To our respectful shareholders,

On behalf of Ascent Development Co., Ltd., we would like to thank you for reading the Company's 2023 Business Report.

Over the past year, Ascent Development Co., Ltd. has endeavored to be a professional, innovative, and responsible construction company. Our goal is to become the most trusted and respected construction contractor for our clients, continuously strengthening our competitiveness, developing forward-looking technologies in the industry, and committed to cultivating outstanding professionals in the construction field.

In 2023, we continued to face each challenge with determination and seize every opportunity. In terms of operations, we have not only invested in multiple construction projects in Taipei and New Taipei Cities but have also actively cooperated with the government's policies to develop aging and urban renewal projects. Despite the industry challenges we faced last year, such as fierce market competition, central bank credit control measures, labor shortages, and rising raw material prices, we have been able to respond effectively. In addition, as the values of corporate sustainability and environmental sustainability are gradually accepted by the general public, Ascent will continue to launch innovative, environmentally friendly, and distinctive architectural products that will inspire our customers and lead the company and our living environment toward sustainability. Meanwhile, we will not forget our mission to seek the best interests of our shareholders and other stakeholders. The Company's business results for the 2023 and outlook for the 2024 are as follows:

I. 2023 Business Results

(I) Outcome of the business plan:
The Company's consolidated operating revenue in 2023 was NT$199,191 thousand, and the consolidated net profit for the current period was NT$184,402 thousand (attributable to the owner of the parent company).
(II) Budget implementation
The Company did not disclose the financial forecast in 2023; therefore, there is no budget achievement.
(III) Revenue, expense, and profitability analysis:

1. 2023 revenue and expenses

Expressed in thousands of NTD	Expressed in thousands of NTD
Items	Amount
Revenues	199,191
Operating Costs	(144,009)
Gross profit	55,182
Operating expenses	(68,277)
Operating income	(13,095)
Net amount of the non- operating revenue and expenses	212,390
Income before tax	199,295
The current net profit attributed to:
Owner of parent company	184,402
Non-controlling interests	10,737
Total current net profit after tax	195,139

2. 2023 Profitability

	Expressed in thousands of NTD Items 2023 Debt to assets ratio 41.31 Long-term Fund to Property, Plant and Equipment 2,193,505.63 Current ratio 177.99 Quick ratio 48.74 Times interest earned (TIE) ratio 15.79 Return on assets(%) 4.06 Return on equity (%) 6.58 Pre-tax income to paid-in capital ratio (%) 21.66 Netprofit margin(%) 97.96 Earningsper share: Owner ofparent company 2.00 Equityowned bytheprevious 0.00	Expressed in thousands of NTD Items 2023 Debt to assets ratio 41.31 Long-term Fund to Property, Plant and Equipment 2,193,505.63 Current ratio 177.99 Quick ratio 48.74 Times interest earned (TIE) ratio 15.79 Return on assets(%) 4.06 Return on equity (%) 6.58 Pre-tax income to paid-in capital ratio (%) 21.66 Netprofit margin(%) 97.96 Earningsper share: Owner ofparent company 2.00 Equityowned bytheprevious 0.00
	Items	2023
Financial position (%)	Debt to assets ratio	41.31
	Long-term Fund to Property, Plant and Equipment	2,193,505.63
Ability to repay debts (%)	Current ratio	177.99
	Quick ratio	48.74
	Times interest earned (TIE) ratio	15.79
Profitability	Return on assets(%)	4.06
	Return on equity (%)	6.58
	Pre-tax income to paid-in capital ratio (%)	21.66
	Netprofit margin(%)	97.96
	Earningsper share:
	Owner ofparent company	2.00
	Equityowned bytheprevious	0.00

holder under the joint control Total EPS (NT$)

2.00

(IV) Research and development
1. Key Development Projects - Office Buildings: Neihu District, Taipei City: Jiuzong Section; Zhongxing Section, Sanchong District, New Taipei City; Zhongyi Section, Tucheng District, New Taipei City; Zhongyuan Section, Zhonghe District, New Taipei City; Jiangbei Section, Xizhi District, New Taipei City; Guanqian Section, Tainan City - Emerald Forest Phase 4.
2. Plain land category: none.
II. Overview of 2024 business plan
(I) Staying abreast of industry trends and development, the Company will take the internationally recognized environmental, social, and governance (ESG) sustainability concept as the blueprint for corporate development, and strive to enhance the company's sustainable value.
(II) Given the recent strong market demand for office buildings, the Company will focus on office and commercial buildings as its main products. We will carry out relevant business according to the scheduled schedule to ensure that projects can be completed on time and with quality to meet customer needs.
(III) The Company has actively expanded into diversified markets and participates in public-private urban renewal, urban renewal, dilapidated building reconstruction, and block requisition projects to expand its business scope and increase revenue, further enhancing the Company's competitiveness and market position.
III. Impact of the competitive environment, regulatory environment, and the overall business environment
With the gradual implementation of political and policy factors such as the amendment to "The Equalization of Land Rights Act," the presidential election, and the "Real Estate Tax 2.0," the housing market is gradually returning to the fundamentals of supply and demand. Based on our analysis of the overall domestic housing market environment in recent years, Ascent expects this year to be better than next year. We will also redouble our efforts to achieve our goals, continue to maintain prudent operations, respond prudently to market changes, closely monitor policy changes and market trends, and make timely adjustments to strategies to ensure that the company maintains its competitive edge in a highly competitive market.
IV. Future development strategies
Looking to the future, we are full of confidence. We have formulated
medium and long-term development plans, mainly including the following aspects:
(I) Jointly participate in development projects with strategic partners: We will lead the implementation of multiple development projects, which will

not only accumulate experience and reputation but also enhance our core competitiveness. In addition to the office and commercial building development projects currently underway, we will also seek to develop urban renewal and cooperative residential construction products.

(II) Replenish and reserve talent resources: We will actively seek to recruit construction professionals who are in line with The Company's culture and philosophy, and we are committed to developing a knowledgesharing database as a resource for talent education and training to ensure that the company has a team of excellent talents.
(III) Develop land accesses toward multiple aspects: the Company actively participates in state-owned or state-owned enterprise tenders, public urban renewal projects, and the renovation of dangerous old houses and urban renewal projects to support national policies. Through these efforts and expanding the company's business scope, increase revenue and enhance competitiveness.

We believe that through the above efforts, Ascent Development Co., Ltd. will be more competitive and better able to meet the expectations of customers and the general public, thereby better seeking the best interests of our shareholders.

Finally, I would like to thank all shareholders and the general public once again for their support and trust in Ascent Development Co., Ltd. Your support is the driving force behind Ascent's progress. We look forward to your valuable feedback and suggestions, let's work together to create a better future. Thank you.

Wish all of our shareholders health and all the luck

Chairman: Chia-Chi Hou Managerial Officer: Hsien-Wen Liu Accounting Officer: Chien-Chang Luo

[Attachment 2] Audit Committee’s Review Report

Ascent Development Co., Ltd.

(Previous name: Chuwa Wool Industry Co., (Taiwan) Ltd.) Audit Committee’s Report on Financial Statements

The Board has prepared and submitted the 2023 Business Report, Financial Statements (the consolidated and parent-only financial statements included), and proposal for earning distribution. The Financial Statements have been audited by Hsiao, Chun-Yuan and Lin, Se-Kai, CPAs of PwC Taiwan with the issuance of Independent Auditor’s Report with unqualified opinion and other matters. The Audit Committee has audited the above-mentioned business report and financial report. No discrepancy is found and the committee hereby presents the report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your approval.

Sincerely,

2024 Regular Shareholders’ Meeting

Ascent Development Co., Ltd. Audit Committee Convener: Liu, Deng-Cheng

March 13, 2024

[Attachment 3] 2023 Detailed Remunerations of Individual Directors

Ascent Development Co., Ltd. 2023 Detailed Remunerations of Individual Directors

Unit: NTD thousand; Share

Title	Name	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Sum of A, B, C and D as a percentage of net income (%)	Sum of A, B, C and D as a percentage of net income (%)	Sum of A, B, C and D as a percentage of net income (%)	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Sum of A, B, C, D, E, F and G as a percentage of net income (%)	Sum of A, B, C, D, E, F and G as a percentage of net income (%)	Sum of A, B, C, D, E, F and G as a percentage of net income (%)	Compensa tion from invested businesse s other than subsidiarie s
		Compensation (A)		Pension (B)		Remuneration of directors (C)		Fees for services rendered (D)					Salaries, bonuses, special allowances etc. (E)		Retirement Pension (F)		Employee Remuneration (G)
		The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	Sum of A, B, C and D	The Comp any	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Company		All companies included in the financial statements		The sum of A, B, C, D, E, F, and G	The Compa ny	All compani es included in the financial stateme nts
																	Cash amou nt	Stock amou nt	Cash amou nt	Stock amou nt
Chairma n	Xue Yong Co., Ltd. Represent ative: Chia- Chi Hou	600	600	0	0	0	0	0	0	600	0.32	0.32	3,059	3,059	0	0	0	0	0	0	3,65 9	1.98	1.98	0
Director	Zu Sheng Internation al Co., Ltd. Represent ative: Ming- Yu Huang	600	600	0	0	0	0	0	0	600	0.32	0.32	0	0	0	0	0	0	0	0	600	0.32	0.32	0
Director	Yuan- Zhong Co., Ltd. Represent ative: Hung Hsu	600	600	0	0	0	0	0	0	600	0.32	0.32	0	0	0	0	0	0	0	0	600	0.32	0.32	0

Title	Name	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Director compensation	Sum of A, B, C and D as a percentage of net income (%)	Sum of A, B, C and D as a percentage of net income (%)	Sum of A, B, C and D as a percentage of net income (%)	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Compensation received as employee	Sum of A, B, C, D, E, F and G as a percentage of net income (%)	Sum of A, B, C, D, E, F and G as a percentage of net income (%)	Sum of A, B, C, D, E, F and G as a percentage of net income (%)	Compensa tion from invested businesse s other than subsidiarie s
		Compensation (A)		Pension (B)		Remuneration of directors (C)		Fees for services rendered (D)					Salaries, bonuses, special allowances etc. (E)		Retirement Pension (F)		Employee Remuneration (G)
		The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	Sum of A, B, C and D	The Comp any	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Compa ny	All compani es included in the financial stateme nts	The Company		All companies included in the financial statements		The sum of A, B, C, D, E, F, and G	The Compa ny	All compani es included in the financial stateme nts
																	Cash amou nt	Stock amou nt	Cash amou nt	Stock amou nt
Director	Zu Sheng Internation al Co., Ltd. Represent ative: Chien-Ting Chen	600	600	0	0	0	0	0	0	600	0.32	0.32	0	0	0	0	0	0	0	0	600	0.32	0.32	0
Indepen dent Director	Teng- Cheng Liu	900	900	0	0	0	0	80	80	980	0.53	0.53	0	0	0	0	0	0	0	0	980	0.53	0.53	0
Indepen dent Director	Chieh-Min Liu	900	900	0	0	0	0	80	80	980	0.53	0.53	0	0	0	0	0	0	0	0	980	0.53	0.53	0
Indepen dent Director	Hung-Mao Tien	900	900	0	0	0	0	80	80	980	0.53	0.53	0	0	0	0	0	0	0	0	980	0.53	0.53	0

Note: 1.The remuneration of the directors of the Company complies with Article 18 of the Company's Articles of Incorporation, that the remuneration within 2% of the year's profit may be provided to the directors for the same year, and the remuneration will be submitted to the Remuneration Committee and the Board for review.
2.In addition to the information disclosed in the above table, the remuneration received by the Company’s directors in the most recent fiscal year of service provision to all entities in the financial statements (including serving as the non-employee consultants of the parent company/all companies included in the financial statements/reinvested businesses): None.

[Attachment 4] 2023 Independent Auditors’ Report and Financial Statements

Independent Auditors’ Report

(2024) Cai-Shen-Bao-Zi No. 23003724

To ASCENT DEVELOPMENT CO., LTD.:

Audit Opinions

ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) and its subsidiaries (the Group) balance sheet of December 31 of 2023 and 2022, the comprehensive income statement, changes of equity, and cash flow statement from January 1 to December 31 of 2022 and 2021 and the notes to the consolidated financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.

According to the opinions of the Auditor, the above-mentioned consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, which are sufficient to express the financial status of the Group on December 31, 2023 and 2022, and parent company only financial performance and parent company only cash flow from January 1 to December 31 in 2023 and 2022.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. 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 and its subsidiaries in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the audit results of the Auditor and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.

Key Audit Matters

Key audit items refer to the most important items in the audit of the Company's 2023 consolidated financial statements based on our professional judgment. These matters have been dealt with in the process of checking the consolidated financial statements and reaching audit opinions, and the we do not express opinions on these matters independently.

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

Impairment Testing of Investment Using the Equity Method

Descriptions

For the accounting policy of investment using the equity method, please refer to Note 4(15) of the consolidated financial statements, for the accounting policy of impairment of nonfinancial assets, please refer to Note 4(20) of the consolidated financial statements, and for the description of accounting items, please refer to the Notes 6(8) of the consolidated financial statements.

On December 31, 2023, the book value of the Group's investment using the equity method

was NT$1,155,041 thousands, accounting for 22% of the total consolidated assets. In accordance with the International Accounting Standard No. 28 “Investment in Affiliated Enterprises and Joint Ventures”, the management level shall assess whether the recoverable amount of the investment is lower than the book value if there is objective evidence showing signs of impairment for the investment using the equity method. Since the objective evidence of its impairment assessment and the comprehensive consideration factors for determining the recoverable amount involve the subjective judgment of the management and have a high degree of uncertainty, and the investment amount using the equity method is significant, the auditor adopts the Group’s relevant Impairment assessment of equity method investments is listed as one of the most important matters of the audit.

Audit procedure

The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:

Interview with the management level to understand the management's assessment of the signs of impairment of investments using the equity method and evaluate its rationality.
To obtain the equity value evaluation report issued by the external evaluation experts appointed by the management, the procedures performed by the auditor are as follows:
(1) Assess the suitability and objectivity of the external evaluation experts appointed by the management level.
(2) Assess the appropriateness of the evaluation methods adopted by the external evaluation experts appointed by the management level and the rationality of the relevant assumptions.

Appropriateness of the Vesting Period of Real Estate Sales Revenue

Descriptions

Please refer to Note 4(27) of the consolidated financial statements for the accounting policy of operating revenue in the construction industry, and Note 6(19) to the consolidated financial statements for descriptions of accounting items.

The real estate sales revenue of the construction industry is recognized when the ownership transfer of the real estate is completed and the house inspection certificate is delivered to the customer. Due to the wide market range of real estate sales in the construction industry, it is necessary to review the ownership transfer and other information one by one before recognizing the sales revenue. Usually, a lot of manual works would be required to determine the correctness of the recognition time of the sales revenue. The appropriateness of the vesting period is listed as one of the most important matters in the audit.

Audit procedure

The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:

Interview with management to understand and review the procedures for recognizing real estate sales revenue and adopt it consistently during the financial statement comparison period.
Assess and verify the appropriateness of the attribution period of real estate sales income for a certain period before and after the deadline at the end of the period, including

checking the land and building ownership transfer information and relevant dates to support the correctness of the recognition time of real estate sales revenue.

Other Matters - Audits Conducted by Other Certified Public Accountants

The financial statements of some of the Company's investments under the equity method of the Group have not been audited by us but by other independent auditors. Therefore, in our opinions on the above-mentioned consolidated financial statements, the amount listed in the financial statements of the Companies and the relevant information disclosed in Note 13 are based on the audit reports of other auditors. On December 31, 2023 and 2022, the amount of investment in the above-mentioned companies using the equity method was NT$1,105,298 thousands and NT$939,639 thousands, respectively, accounting for 21% and 20% of the total consolidated assets. In 2023 and 2022 the consolidated profits and losses recognized for the aforementioned companies were NT$308,546 thousands and NT$102,193 thousands, respectively, accounting for 94% and 270% of the consolidated profits and losses for the current period.

Other Matters - Parent Company Only Financial Statements

ASCENT DEVELOPMENT CO., LTD. has compiled the parent company only financial statements for 2023, and the audit report of other matter paragraphs issued by the accountant with unqualified opinions is submitted for reference.

Responsibilities of Management Level and Governance Units for the Consolidated Financial Statements

The responsibilities of the management is to prepare consolidated financial statements that are reasonably expressed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards approved and published by the Financial Supervisory Commission and International Accounting Standards, and interpret and explain the announcement in preparation of consolidated financial statements that are fairly presented, and maintain the necessary internal controls related to the preparation of consolidated financial statements to ensure that there are no material misstatement in the financial statements that are caused by fraud or errors.

When preparing the consolidated financial statements, the responsibilities of the management level also include assessing the ability of the Group for going concern, the disclosure of related matters, and the adoption of the going-concern accounting basis, unless the management level intends to liquidate the Group or cease operations, or except for liquidation or cease of operation or has no realistic alternative but to do so.

The governance units (including the audit committee) of the Group are responsible for supervising the financial reporting process.

Responsibilities of Auditor to Audit Consolidated Financial Statements

The purpose of our audit of the financial statements is to obtain reasonable assurance as to whether there is any material misrepresentation in the consolidated financial statements as a whole resulting from fraud or error, and to issue an audit report. Reasonable certainty is of

high degree of certainty, but there is no guarantee that the audit work performed in accordance with the auditing standards of the Republic of China will be able to detect material misstatement in the consolidated financial statements. Misstatements may result from fraud or error. Misstatements of individual amounts or aggregated amounts is considered material if it can reasonably be expected to affect economic decisions made by users of the consolidated financial statements.

As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We also provide the governance units with the statements that the personnel of the accounting firm that is subject to independence regulations have complied with the independence statement in the professional ethics code for CPAs of the Republic of China, and communicate with the governance units all relationships that may be considered to affect the independence of the auditors and other matters (including relevant protective measures).

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group's consolidated financial statements for the year 2023, and are therefore the key audit matters. We describe these matters in our auditor’s 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.

PwC Taiwan

Chun-Yuan Hsiao

Accountant

Se-Kai Lin

Former Securities and Futures Bureau, Financial Supervisory Commission

Approval No.: Jin-Guan-Zheng-Liu-Zi No. 0960042326 Jin-Guan-Zheng-Liu-Zi No. 0960072936

March 13, 2024

Independent Auditors’ Report

(2024) Cai-Shen-Bao-Zi No. 23003722

To ASCENT DEVELOPMENT CO., LTD.:

Audit Opinions

ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)’s balance sheet of December 31 of 2023 and 2022, the parent company only income statement, changes of equity, and parent company only cash flow statement from January 1 to December 31 of 2023 and 2022 and the notes to the parent company only financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.

According to the opinions of the Auditor, based on our audit results and the audit reports of other auditors (please refer to the paragraph on other matters), the parent company only financial statements mentioned above have been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, which is sufficient to express the Company’s parent company only financial status on December 31, 2023 and 2022, and parent company only financial performance and cash flow from January 1 to December 31 of 2023 and 2022.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. 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 Company in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the audit results of the Auditor and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.

Key Audit Matters

Key audit items refer to the most important items in the audit of the Company's 2023 parent company only financial statements based on our professional judgment. These matters have been dealt with in the process of checking the overall parent company only financial statements and reaching audit opinions, and the we do not express opinions on these matters independently.

The key audit items of the Company's parent company only financial statements of 2023 are as follows:

Impairment Testing of Investment Using the Equity Method

Descriptions

For the accounting policy of investment using the equity method, please refer to Note 4(13) of the financial statements, for the accounting policy of impairment of non-financial assets, please refer to Note 4(18) of the financial statements, and for the description of accounting items, please refer to the Notes 6(7) of the financial statements.

On December 31, 2023, the book value of ASCENT DEVELOPMENT CO., LTD.'s investment using the equity method was NT$1,556,884 thousands, accounting for 40% of the total individual assets. In accordance with the International Accounting Standard No. 28 "Investment in Affiliated Enterprises and Joint Ventures", the management level shall assess whether the recoverable amount of the investment is lower than the book value if there is objective evidence showing signs of impairment for the investment using the equity method. Since the objective evidence of its impairment assessment and the comprehensive consideration factors for determining the recoverable amount involve the subjective judgment of the management and have a high degree of uncertainty, and the investment amount using the equity method is significant, the auditor adopts the Company’s relevant Impairment assessment of equity method investments is listed as one of the most important matters of the audit.

Audit procedure

The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:

Interview with the management level to understand the management's assessment of the signs of impairment of investments using the equity method and evaluate its rationality.
To obtain the equity value evaluation report issued by the external evaluation experts appointed by the management, the procedures performed by the auditor are as follows:
(1) Assess the suitability and objectivity of the external evaluation experts appointed by the management level.
(2) Assess the appropriateness of the evaluation methods adopted by the external evaluation experts appointed by the management level and the rationality of the relevant assumptions.

Investments (Subsidiaries) Using the Equity Method - Appropriateness of the Attribution Period of Real Estate Sales Revenue

Descriptions

Audit procedure

The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:

Interview with management to understand and review the procedures for recognizing real estate sales revenue and adopt it consistently during the financial statement comparison period.
Assess and verify the appropriateness of the attribution period of real estate sales income for a certain period before and after the deadline at the end of the period, including checking the land and building ownership transfer information and relevant dates to support the correctness of the recognition time of real estate sales revenue.

Other Matters - Audits Conducted by Other Certified Public Accountants

The financial statements of some of the investments of the Company under the equity method of the Company have not been audited by us, but by other independent auditors. Therefore, in the opinions expressed by us on the above-mentioned parent company only financial statements, the amount listed in the financial statements of the Companies and the relevant information disclosed in Note 13 are based on the audit reports of other auditors. On December 31, 2023 and 2022, the amount of investment in the above-mentioned companies using the equity method was NT$976,651 thousands and NT$833,040 thousands, respectively, accounting for 25% and 24% of the total parent company only assets. In 2023 and 2022 the individual profits and losses recognized for the aforementioned companies were NT$277,475 thousands and NT$107,639 thousands, respectively, accounting for 88% and (27,169%) of the individual profits and losses for the current period.

Responsibilities of Management Level and Governance Units for the

Parent Company Only Financial Statements

Management level 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 the 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 ability of the Company to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

The governance units (including the audit committee) of the Company are responsible for supervising the financial reporting process.

Responsibilities of Auditor to Audit Parent Company Only Financial Statements

The purpose of our audit of the parent company only financial statements is to obtain reasonable assurance as to whether there is any material misrepresentation in the parent company only financial statements as a whole resulting from fraud or error, and to issue an audit report. Reasonable certainty is of high degree of certainty, but there is no guarantee that the audit work performed in accordance with the auditing standards of the Republic of China will be able to detect material misstatement in the parent company only financial statements. Misstatements may result from fraud or error. Misstatement of individual amounts or aggregated amounts is considered material if it can reasonably be expected to affect economic decisions made by users of the parent company only financial statements.

As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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 overriding internal controls.
Obtain an understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management level.
Conclude on the appropriateness of management level's use of the going concern basis of accounting and whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the ASCENT DEVELOPMENT CO., LTD’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Assess the overall presentation, structure and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements properly represent relevant transactions and events.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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.

The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial

statements for the year 2023, and are therefore the key audit matters. We describe these matters in our auditor’s 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.

PwC Taiwan

Chun-Yuan Hsiao

Accountant

Se-Kai Lin

Former Securities and Futures Bureau, Financial Supervisory Commission

Approval No.: Jin-Guan-Zheng-Liu-Zi No. 0960042326 Jin-Guan-Zheng-Liu-Zi No. 0960072936

March 13, 2024

[Attachment 5] 2023 Statement of Earning Distribution

Ascent Development Co., Ltd. 2023 Surplus Distribution Table

Items	Unit: NTD Amount $ 770,083,904 $184,403,153 - (653,241) 183,749,912 (18,374,991) 131,582,571 1,067,041,396 (27,600,000) $1,039,441,396
Opening undistributed earnings Comprehensive net profit after tax for the period Plus: remeasurement of defined benefit liabilities, net Less: Disposal of equity instruments measured at fair value through other comprehensive income Total amount of after-tax net income for the period and other profit items adjusted to the current year’s undistributed earnings other than net income for the period Provision of legal reserve (10%) Special reserve Distributable earnings for the period Distributable items Shareholder’s bonus (NT$0.3 per share) Closing undistributed earnings

Items

Unit: NTD
Amount
$ 770,083,904
$184,403,153
-
(653,241)
183,749,912
(18,374,991)
131,582,571
1,067,041,396
(27,600,000)
$1,039,441,396

Opening undistributed earnings
Comprehensive net profit after tax for the
period

Plus: remeasurement of defined benefit
liabilities, net
Less: Disposal of equity instruments
measured at fair value through other
comprehensive income
Total amount of after-tax net income for the
period and other profit items adjusted to the
current year’s undistributed earnings other
than net income for the period
Provision of legal reserve (10%)
Special reserve
Distributable earnings for the period
Distributable items
Shareholder’s bonus (NT$0.3 per share)
Closing undistributed earnings

Accounting supervisor: Chien-Chang Lo

Chairman: Chia-Chi Hou Manager: Hsien-Wen Liu

[Attachment 6] Comparison Table of the “Rules of Procedures for Shareholders’ Meetings” Before and After Amendment, and Description Thereof

Ascent Development Co., Ltd.

Comparison Table of the “Rules of Procedures for Shareholders’ Meetings” Before and After Amendment, and Description Thereof

Clauses	Amended Articles	Existing clause	Explanation
Article 3	Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors. Any changes to the convening of a shareholder meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent. The Company's shareholders’meeting, which is held via video conference, shall be specified in the Articles of Incorporation and resolved	Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors. Any changes to the convening of a shareholder meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent. The paragraph is added (Below is omitted)	To protect the rights of shareholders, Paragraph 2 has been added to specify that when the Company holds a shareholders' meeting via video conference, it must be specified in the Articles of Incorporation and resolved by the board of directors in addition to complying with the provisions of the Regulations Governing the Administration of Shareholder Services of Public Companies. The Company's video shareholders’ meeting must be resolved by the board of directors with at least two- thirds of the directors attending and more than half of the attending directors agreeing (i.e., a special resolution).
	by the board of directors unless otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies. The board of directors shall resolve the video shareholders’meeting with
	the attendance of over two- thirds of the directors and the majority consent. (Below is omitted)
Article 6-1	(Above is omitted) III. When convening a video shareholders’ meeting, the appropriate alternative measures for shareholders with	(Above is omitted) III. When convening a video shareholders’ meeting, the appropriate alternative measures for shareholders with	I. To provide appropriate alternative measures for shareholders who have

Amended Articles	Existing clause	Explanation
difficulties in participating in shareholders' meetings by video shall also be specified.Unless otherwise provided in Article 44-9, Paragraph	difficulties in participating in shareholders' meetings by video shall also be specified.	difficulty participating in shareholders' meetings by video conference and to assist them in using online devices to participate in shareholders' meetings, the second half of Subparagraph 3 has been added to specify that when a company holds a video shareholders' meeting, it must at least provide the aforementioned shareholders with the online devices, venues, and on-site assignment of relevant personnel to provide necessary assistance to the shareholders. The shareholders' meeting convening notice shall specify the period during which the shareholders may apply to the company and other relevant matters that should be noted. II. In addition, considering that if the special circumstances specified in
6 of the Regulations Governing the Administration of Shareholder Services of
Public Companies, the Company shall at least provide shareholders with online connection equipment and necessary assistance and specify the period during which shareholders may applications with the Company and other relevant matters that must be noted.

Clauses	Amended Articles	Existing clause	Explanation
			Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies occur, where the Ministry of Economic Affairs has announced that a company may hold shareholder meetings by video conference without specifying it in the articles of association within a certain period, it is necessary to provide relevant necessary supporting measures according to the actual situation at that time. Therefore, Subparagraph 3 has been added to specify that if the circumstances specified in Article 44-9, Paragraph 6 occur, the second half of Subparagraph 3 need not be applied.
Article 22	When convening a video	When convening a video	The reasons for

Clauses	Amended Articles	Existing clause	Explanation
	shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.Unless otherwise provided in Article 44-9, Paragraph 6 of the Regulations Governing the	shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.	the amendment are the same as those of Article 6- 1.
	Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with online connection equipment and necessary assistance and specify the period during which shareholders may applications with the Company and other relevant matters that must be noted.

[Attachment 7] Comparison Table of the “Procedures of Outward Loans to Others” Before and After Amendment, and Description Thereof

Ascent Development Co., Ltd.

Comparison Table of the “Procedures of Outward Loans to Others” Before and

After Amendment, and Description Thereof

Clauses	Amended Articles	Amended Articles	Amended Articles	Existing clause	Existing clause	Existing clause	Existing clause	Explanation
5.3	5.3.1			5.3.1				Text addition &
Limits for	The total amount of loans			The	total amount of loans			revision.
aggregated	made by the Company to			made by the Company to
capital loans	others, business			others,		~~including ~~business
and to	transactions, and short-term			transactions and short-term
individual	financing shall not exceed			financing, shall not exceed
entities:	40% of the Company's net			40% of the Company's net
	worth,	respectively.		worth.
	5.3.4			5.3.4				A new provision
	When	a foreign subsidiary of		When engaging in lending				has been added
	the Company directly or			activities between foreign				for subsidiaries to
	indirectly holds 100% of the			subsidiaries that are directly				lend to their parent
	voting rights in another			or indirectly wholly owned				company, and the
	foreign subsidiary		, or when	by the company, the total				term and number
	a foreign subsidiary of the			amount of loans and the				of extensions for
	Company directly or			loan amount for each				loans have been
	indirectly holds 100% of the			individual recipient shall not				specified.
	voting rights in the Company			exceed 40% of the net worth
	and makes loans to the			of the Company.
	Company,the total amount
	of loans and the amount of
	loans to each entity shall not
	exceed 40% of the net worth
	of the Company, and the
	loan term shall not exceed
	one year or one business
	cycle (whichever is longer).
	If necessary, the loan term
	may be extended upon
	approval by the board of
	directors of the Company,
	for a maximum of 2
	extensions, each not
	exceeding 3 years.
5.4	5.4.1 Loan Term:			5.4.1 Loan Term:				Text addition &
Loan Term	The maximum term for			The maximum term for				revision.
and Interest	financing from the Company			financing from the Company
Calculation	is one year or one business			~~or its subsidiaries ~~is one
Method	cycle (whichever is longer),			year or one business cycle
	but the Company may notify			(whichever is longer).
	the borrower to repay as			However, the Company may
	early as needed.		Except in	notify the borrower to repay
	the case of 5.3.4, the			early as needed.			~~If the loan~~

	borrower shall repay the			~~cannot be reaid~~			~~upon~~
				~~p~~

Clauses	Amended Articles	Amended Articles	Existing clause	Existing clause	Explanation
	loan according to the terms		~~maturit and an extension is~~
			~~y~~
	of the loan agreement and		~~reuired the borrower must~~
			~~q,~~
	repay the principal and		~~al in advance and obtain~~
			~~ppy~~
	interest in actual funds. If		~~approval from the board of~~
	there is still a need for funds		~~directors.~~
	in the future, additional
	financing procedures shall
	be re-handled after approval
	by the board of directors.
5.5	5.5.2		5.5.2		Text addition &
Loan	Loans betweenthe		Loans betweenthe		revision.
Handling	Company	and its parent	Company	and its
Procedures	company	or subsidiaries, or	subsidiaries that directly and
	between its subsidiaries,		indirectly hold 100% of the
	shall be subject to board		voting shares, or between
	resolution as specified in		the Company's subsidiaries
	5.5.1. The chairman may be		that directly and indirectly
	authorized to make multiple		hold 100% of the voting
	disbursements or revolving		shares,shall be subject to
	use of funds within a certain		board resolution as
	quota approved by the		specified in 5.5.1. The
	board and within no more		chairman of the board may
	than one year to the same		be authorized to make
	borrower.		multiple disbursements or
	Unless the certain quota		revolving use of funds within
	mentioned in the preceding		a certain limit approved by
	paragraph meets the		the board and within no
	provisions of 5.1.3, the		more than one year to the
	Company or its subsidiary's		same borrower.
	authorized loan amount to a		Unless the certain quota
	single enterprise shall not		mentioned in the preceding
	exceed 10% of the net worth		paragraph meets the
	of the Company's most		provisions of 5.1.3, the
	recent financial statement.		Company or its subsidiary's
			authorized loan amount to a
			single enterprise shall not
			exceed 10% of the net worth
			of the Company's most
			recent financial statement.
	5.5.3		5.5.3		Text addition &
	To apply for a loan from the		To apply for a loan from the		revision.
	Company, borrowers must		Company, borrowers must
	submit a loan application		submit a loan application
	form that includes detailed		form that includes detailed
	information about the loan		information about the loan
	amount, term, purpose,		amount, term, purpose,
	collateral, and other matters		collateral, and other matters
	specified by the Company.		specified by the Company.
	Additionally, borrowers must		Additionally, borrowers must
	provide basic and financial		provide basic and financial
	information, which will be		information, which will be

Clauses	Amended Articles	Amended Articles	Amended Articles	Amended Articles	Existing clause	Explanation
	forwarded by the loan officer				forwarded by the loan officer
	to the Company's Finance				to the Company's Finance
	and Accounting Department				and Accounting Department
	for	review and credit checks			for review and credit checks.
	as	outlined in 5.6.
	5.5.5				5.5.5	Text addition &
	Loan cases shall be handled				The loan officer shall draft	revision.
	by the loan officer according				the loan agreement terms
	to the approved loan				based on the approved
	conditions to draft the terms				conditions. The agreement
	of the loan agreement.			After	shall be reviewed by the
	reviewing the contract				supervisor and then
	according to the Company's				submitted to the legal
	regulations, the loan officer				counsel for review and
	shall complete the signing				approval. Finally, the loan
	procedures.		If necessary,		officer shall complete the
	the terms of		the contract		signing procedures. In
	should be sent to legal				cases where there is
	experts for review.In cases				collateral for the loan, the
	where there is collateral for				borrower must provide the
	the loan, the borrower must				collateral and complete the
	provide the collateral and				procedures for establishing
	complete the procedures for				a lien or mortgage to secure
	establishing a lien or				the Company's rights.
	mortgage to secure the				Except for land and
	Company's rights. Except				securities, all collateral must
	for land and securities, all				be insured against fire and
	collateral must be insured				other relevant risks, with the
	against fire and other				insurance amount being no
	relevant risks, with the				less than the amount of the
	insurance amount being no				secured debt in principle.
	less than the amount of the				The insurance policy shall
	secured debt in principle.				be endorsed with the
	The insurance policy shall				Company as the beneficiary.
	be endorsed with the				The name, quantity, storage
	Company as the beneficiary.				location, and insurance
	The name, quantity, storage				conditions of the insured
	location, and insurance				subject matter stated on the
	conditions of the insured				insurance policy must be
	subject matter stated on the				consistent with the original
	insurance policy must be				lending conditions of the
	consistent with the original				Company. The loan officer
	lending conditions of the				shall notify the borrower to
	Company. The loan officer				continue the insurance
	shall notify the borrower to				before the insurance period
	continue the insurance				expires.
	before the insurance period
	expires.
5.7					~~5.7.2~~	Deleted based on
Post-Loan					~~Upon loan maturity,~~	the actual
Disbursement					~~borrowers must promptly~~	operations of the

Clauses	Amended Articles	Amended Articles	Amended Articles	Existing clause	Existing clause	Explanation
Management				~~repay the principal and~~		Company.
Measures				~~interest. If further financing~~
and Overdue				~~is required, borrowers may~~
Debt				~~apply for a one-time~~
Handling				~~extension and renewal,~~
Procedures				~~subject to board approval~~
				~~and completion of new~~
				~~procedures.~~
	5.7.2			5.7.3		1. Text addition
	Upon loan disbursement,			Upon loan disbursement,		& revision.
	loan officers shall be			loan officers must organize		2. Article & item
	responsible for	securely		and secure loan-related		revision.
	archiving loan-related			documents, including loan
	documents, including loan			agreements, promissory
	agreements, promissory			notes, debt instruments,
	notes, debt instruments,			collateral documentation,
	collateral documentation,			insurance policies, and
	insurance policies, and			correspondence.	These
	correspondence,		according	documents should be
	to Company regulations.			arranged client-wise and
				placed in designated
				archival bags. The bag
				should be labeled with the
				contents and client name,
				and submitted to the
				supervisor for inspection.
				Once approved, the bag
				should be sealed, stamped
				with the loan officer's and
				supervisor's seals at the
				seams,and stored for
				safekeeping.
	5.7.3			5.7.4		Article & item
	Upon a borrower's failure to			Upon a borrower's failure to		revision.
	make timely principal and			make timely principal and
	interest payments, The			interest payments, The
	Company's financial			Company's financial
	personnel must initiate			personnel must initiate
	collection efforts. Unless			collection efforts. Unless
	there are exceptional			there are exceptional
	circumstances approved by			circumstances approved by
	the board, failure to make			the board, failure to make
	interest payments for 3			interest payments for 3
	consecutive months shall			consecutive months shall
	trigger the legal execution			trigger the legal execution
	and recovery of pledged			and recovery of pledged
	collateral or guarantor			collateral or guarantor
	assets.			assets.
5.8	The Company's managers			For any violation of the		Text addition &
Penalties	and officersmust adhere to			Regulations or Operational		revision.
	the established guidelines			Procedures by related

Clauses	Amended Articles	Amended Articles	Existing clause	Explanation
	and procedures	when	personnel, the Company’s
	handling loan		internal management
	disbursements. Any		regulations shall be
	deviation from these		complied with.
	standards or the outlined
	operational framework will
	be subject to disciplinary
	action as per The
	Company's internal
	management regulations.
5.9	5.9.1		(The paragraph is added)	The Company has
Subsidiary	When a subsidiary of the			strengthened its
Loan	Company intends to lend			oversight of
Disbursement	funds to others, it must			subsidiaries' loan
Control	comply with the			operations by
Procedures	requirements of 2.2 and			implementing new
	require the subsidiary to			regulations
	establish loan procedures,			governing
	which must be followed			subsidiaries' loan
	during the lending process.			procedures.
	5.9.2		(The paragraph is added)
	Before lending funds to third
	parties, subsidiaries must
	obtain prior approval from
	the Company according to
	the approval authority table.
	5.9.3		(The paragraph is added)
	The Company's Finance
	and Accounting Department
	shall obtain detailed balance
	information of each
	subsidiary's outstanding
	loans to others at the
	beginning of each month.
	5.9.4		(The paragraph is added)
	A subsidiary’s internal
	auditors shall audit the
	procedures and
	implementation of lending
	funds to others at least
	quarterly and prepare
	written records. If any major
	irregularities are found, they
	shall also promptly notify the
	parent company's audit unit
	in writing in addition to
	handling them in
	accordance with the
	subsidiary's internal
	regulations.

Clauses	Amended Articles	Amended Articles	Existing clause	Existing clause	Explanation
	5.9.5		5.9		Article & item
	The Company's internal		The Company's internal		revision.
	auditors shall periodically		auditors shall periodically
	review the status of		review the status of
	subsidiaries' loans to others		subsidiaries' loans to others
	and the subsidiaries'		and the subsidiaries'
	adherence to the		adherence to the
	Procedures of Outward		Procedures of Outward
	Loans to Others, and		Loans to Others, and
	prepare an audit report.		prepare an audit report.
5.13	The Company shall		The Company shall		Text addition &
Public	announce and report on		announce and report on		revision.
Disclosure of	behalf of any subsidiary		behalf of any subsidiary
Information	thereof that is not a public		thereof that is not a public
	company of the Republic of		company of the Republic of
	China any matters that such		China any matters that such
	subsidiary is required to		subsidiary is required to
	announce and report		announce and report
	pursuant to	5.13.2.3.	pursuant to	5.13.2.

[Attachment 8] Comparison Table of the “Operational Procedures for Making Endorsements/Guarantees” Before and After Amendment, and Description Thereof

Ascent Development Co., Ltd.

Comparison Table of the “Operational Procedures for Making Endorsements/Guarantees” Before and After Amendment, and Description Thereof

Clauses	Amended Articles	Existing clause	Explanation
5.2	5.2.2	(The article is added)	To comply with the
Companies may be	Companies in which		revisions made to
provided with	the Company holds,		section 5.3.1.3, a
endorsements/guar	directly or indirectly,		provision has been
antees:	90% or more of the		added regarding
	voting shares may		endorsements/guara
	make		ntees between
	endorsements/guarant		companies where the
	ees for each other, and		Company directly
	the amount of		and indirectly holds
	endorsements/guarant		voting shares
	ees may not exceed		exceeding 90%.
	10% of the net worth of
	the Company. This
	restriction shall not
	apply to
	endorsements/guarant
	ees made between
	companies in which the
	Company holds,
	directly or indirectly,
	100% of the voting
	shares.
	5.2.3	5.2.2	Article & item
	Where the Company	Where the Company	revision.
	fulfills its contractual	fulfills its contractual
	obligations by providing	obligations by providing
	mutual	mutual
	endorsements/guarant	endorsements/guarante
	ees for another	es for another company
	company in the same	in the same industry or
	industry or for joint	for joint builders for
	builders for purposes of	purposes of undertaking
	undertaking a	a construction project,
	construction project, or	or where all capital
	where all capital	contributing
	contributing	shareholders make
	shareholders make	endorsements/
	endorsements/	guarantees for their
	guarantees for their	jointly invested company
	jointly invested	in proportion to their
	company in proportion	shareholding
	to their shareholding	percentages, or where

Clauses	Amended Articles	Existing clause	Existing clause	Explanation
	percentages, or where	companies in the same
	companies in the same	industry provide among
	industry provide among	themselves joint and
	themselves joint and	several security for a
	several security for a	performance guarantee
	performance guarantee	of a sales contract for
	of a sales contract for	pre-construction homes
	pre-construction homes	pursuant to the
	pursuant to the	Consumer Protection
	Consumer Protection	Act for each other, such
	Act for each other,	endorsements/guarante
	such	es may be made free of
	endorsements/guarant	the restriction of 5.2.1.
	ees may be made free
	of the restriction of
	5.2.1.
	5.2.4	5.2.3		Article & item
	Capital contribution	Capital contribution		revision.
	referred to in the	referred to in the
	preceding paragraph	preceding paragraph
	shall mean capital	shall mean capital
	contribution directly by	contribution directly by
	the Company, or	the Company, or
	through a company in	through a company in
	which the Company	which the Company
	holds 100% of the	holds 100% of the
	voting shares.	voting shares.
5.3	5.3.1.2	5.3.1.2		Text addition &
Handling	Evaluation standards	Evaluation standards for		revision.
procedures	for	endorsements/guarante
	endorsements/guarante	es made due to needs
	es made due to needs	arising from business
	arising from business	dealings:
	dealings:	The amount of the
	The amount of the	endorsements/guarante
	endorsements/guarante	es made by the
	es made by the	Company does not
	Company does not	exceed the total amount
	exceed the total	of the transactions
	amount of the	made with the Company
	transactions made with	in the most recent year;
	the Company in the	the term “total amount of
	most recent year; the	the transactions” refers
	term “total amount of	to the higher between
	the transactions” refers	the purchase or sales
	to the higher between	amount;	~~however, the~~
	the purchase or sales	~~subsidiary directly or~~
	amount.	~~indirectly 100% owned~~
		~~by the Company is not~~
		~~subject to the restriction~~
		~~.~~

Amended Articles	Amended Articles	Existing clause	Explanation
5.3.1.3		5.3.1.3	To align with the
Limits for aggregated		Limits for aggregated	Company's
endorsements/guarante		endorsements/guarante	operational needs,
es and to individual		es and to individual	the total amount and
entities:		entities:	individual limits of
(1)	The Company's	(1) Financing	financing
	total guarantee	endorsements/guar	endorsements/guar
	amount cannot	antees, customs	antees, customs
	exceed 500% of its	duty	endorsements/guar
	net equity as	endorsements/guar	antees, and other
	reflected in the	antees, and other	endorsements/guar
	most recent	endorsements/guar	antees are
	financial	antees:	combined with the
	statements.	The total amount of	original contract
	Furthermore, the	the	guarantee amount.
	guarantee amount	endorsements/guar	Additionally, clause
	for a single	antees made by the	(3) is added to
	company cannot	Company must not	comply with relevant
	exceed 300% of	exceed 50% of the	laws and
	The Company's net	net worth of the	regulations.
	equity as reflected	Company; the sum
	in the most recent	of the
	financial	endorsement/guara
	statements. The	ntee made by the
	most recent	Company and the
	financial	subsidiaries must
	statements refer to	not exceed 50% of
	those audited or	the net worth of the
	reviewed by a CPA	Company.
	and included in the	The amount of the
	financial	endorsements/guar
	statements.	antees made by the
(2)	The Company and	Company to any
	its subsidiaries may	single entity must
	provide	not exceed 50% of
	endorsements/guar	the net worth of the
	antees in the same	Company; the sum
	aggregate amount	of the
	and for the same	endorsement/guara
	single entity as	ntee made by the
	specified in the	Company and the
	previous	subsidiaries to any
	paragraph.	single entity must
(3)	If the total amount	not exceed 50% of
	of	the net worth of the
	endorsements/guar	Company.
	antees provided by	This restriction
	the Company and	shall not apply to
	its subsidiaries	endorsements/guar
	exceeds 50% of the	antees made
	Company's net	pursuant to 5.2.2,

Clauses	Amended Articles	Amended Articles	Existing clause	Explanation
		equity, the	or between
		Company must	companies in which
		explain the	the Company
		necessity and	holds, directly or
		reasonableness of	indirectly, 100% of
		such	the voting shares.
		endorsements/guar	Provided that the
		antees to the	total amount of
		shareholders'	these
		meeting.	endorsements/guar
			antees shall not
			exceed 200% of
			the net worth in the
			latest financial
			statement, and the
			individual amount
			of these
			endorsements/guar
			antees shall not
			exceed 100% of
			the net worth in the
			latest financial
			statement
			(2) Guarantee for
			construction contracts:
			Regarding the
			guarantee made
			pursuant to 5.2.3,
			the total amount of
			the
			endorsements/guar
			antees made by the
			Company must not
			exceed 500% of
			the net worth of the
			Company; the sum
			of the
			endorsements/guar
			antees made by the
			Company and the
			subsidiaries to any
			single entity must
			not exceed 500%
			of the net worth of
			the Company. The
			amount of the
			endorsements/guar
			antees made by the
			Company to any
			single entity must
			not exceed 300%

Amended Articles	Amended Articles	Amended Articles	Existing clause	Existing clause	Explanation
			of the net worth of
			the Company; the
			sum of the
			endorsements/guar
			antees made by the
			Company and the
			subsidiaries to any
			single entity must
			not exceed 300%
			of the net worth of
			the Company.
5.3.1.4 Processing			5.3.1.4 Processing		Text addition &
procedures for			procedures for		revision.
endorsements and			endorsements and
guarantees:			guarantees:
(1)	The applicant		(1) The applicant
	completes the		completes the
	“Application Form		“Application Form
	for		for
	Endorsement/Gua		Endorsement/Guar
	rantee.		antee.”
(2)	The	Finance and	(2) The	Finance Unit of
	Accounting		the Company shall
	Departmentof the		evaluate such in
	Company shall		detail pursuant to
	evaluate such in		the detailed review
	detail pursuant to		procedures, and
	5.3.1.5 of the		report the
	detailed review		aggregated results.
	procedures, and		The guaranteed
	report the		companies may be
	aggregated		required to provide
	results. The		the pledge or
	guaranteed		mortgage on its
	companies may		chattel or real
	be required by the		property as
	Company to		security.
	provide the pledge		(3) Where the
	or mortgage on its		Company makes
	chattel or real		endorsements/guar
	property as		antees to others, if
	security.		deemed necessary,
(3)	Where the		the guarantee
	Company makes		promissory note
	endorsements/gua		with the same
	rantees to others,		amount may be
	if deemed		presented and
	necessary, the		retained by the
	guarantee		Company for the
	promissory note		purpose of relative
	with the same		guarantee.

Amended Articles	Amended Articles		Existing clause	Existing clause	Existing clause
	amount may be	(4)	Where the
	presented and		endorsement on a
	retained by the		guarantee
	Company for the		promissory note is
	purpose of relative		to be cancelled due
	guarantee.		to full repayment of
(4)	Where the		debt, extension or
	endorsement on a		renewal, the
	guarantee		guaranteed
	promissory note is		companies shall
	to be cancelled		send the
	due to full		correspondence to
	repayment of debt,		have the original
	extension or		guarantee
	renewal, the		promissory note to
	guaranteed		be stamped as
	companies shall		“Cancelled” by the
	send the		clerk in charge and
	correspondence to		return the note; the
	have the original		incoming
	guarantee		correspondence is
	promissory note to		retained for
	be stamped as		reference.
	“Cancelled” by the	(5)	The Finance and
	clerk in charge		Accounting
	and return the		Department		~~shall~~
	note; the incoming		record	~~the~~
	correspondence is		~~cancelled~~
	retained for		~~guarantee~~
	reference.		~~promissory note ~~to
(5)	If the		the “memorandum
	endorsement/guar		book of
	antee is canceled,		endorsements/guar
	the guaranteed		antees” to reduce
	company should		the accumulated
	notify The		amount of
	Company		endorsements/guar
	promptly. The		antees.
	Company's
	Finance and
	Accounting
	Department
	should obtain
	cancellation
	information and
	record it in the
	"Endorsement/Gu
	arantee Logbook"
	to reduce the
	accumulated
	endorsement/guar

Amended Articles	Amended Articles	Existing clause	Explanation
antee amount.

5.3.1.6 Procedures for		5.3.1.6 Procedures for	The Company has
controlling and		controlling and	added control
managing		managing	procedures and
endorsements/guarante		endorsements/guarante	related operational
es by subsidiaries:		es by subsidiaries:	rules for subsidiaries'
(1)	When a subsidiary	The Company’s internal	endorsements/guara
	of the Company	auditors shall	ntees to strengthen
	intends to endorse	understand the	the supervision of its
	or provide an	endorsements and	subsidiaries'
	endorsement/guara	guarantees made by the	endorsements/guara
	ntee for others, the	subsidiaries regularly,	ntees.
	Company must	and audit their
	comply with the	compliance with the
	requirements of 2.2	Operational Procedures
	and require the	for Making of
	subsidiary to	Endorsements/Guarante
	establish	es periodically, to
	Operational	prepare the audit
	Procedures for	reports.
	Making
	Endorsements/Guar
	antees, which the
	subsidiary must
	comply with during
	the process.
(2)	Before providing
	endorsement or
	guarantee to others,
	subsidiaries must
	obtain prior
	approval from the
	Company according
	to the approval
	authority table.
(3)	The Company's
	Finance and
	Accounting
	Department shall
	obtain detailed
	balance information
	of each subsidiary's
	endorsement/guara
	ntee to others at the
	beginning of each
	month.
(4)	In addition to
	handling the matter
	according to the
	subsidiary's internal

Amended Articles	Amended Articles	Existing clause	Explanation
	regulations, the
	subsidiaries'
	internal auditors
	shall review the
	Operational
	Procedures for
	Making
	Endorsements/Guar
	antees and their
	implementation
	status, prepare
	written records at
	least quarterly, and
	promptly notify the
	Company's internal
	audit unit in writing
	of any significant
	violations.
(5)	The Company’s
	internal auditors
	shall understand
	the endorsements
	and guarantees
	made by the
	subsidiaries
	regularly, and audit
	their compliance
	with the Operational
	Procedures for
	Making of
	Endorsements/Guar
	antees periodically,
	to prepare the audit
	reports.
5.3.1.8 Hierarchy of		5.3.1.8 Hierarchy of	Text addition &
decision-making		decision-making	revision.
authority and		authority and delegation
delegation thereof:		thereof:
(1) Where the		(1) Where the Company
Company makes		makes
endorsements or		endorsements or
guarantees for		guarantees for
others, the		others, the
resolution adopted		resolution adopted
by the board of		by the board of
directors to approve		directors to approve
is required. As time		is required. As time
is of the essence,		is of the essence,
the guarantee		the guarantee within
within the limit of		the limit of NT$300
NT$300 million,		million, may be

Amended Articles	Amended Articles	Amended Articles		Existing clause	Existing clause	Existing clause
	may be approved			approved by the
	by the chairman of			chairman of the
	the board, for			board, for
	subsequent			subsequent
	submission to and			submission to and
	ratification by the			ratification by the
	next board of			next board of
	directors' meeting.			directors' meeting.
(2)	Before	providing	(2)	Before making any
	endorsements/guar			endorsements/guara
	antees for			ntees	~~pursuant to~~
	transactions			~~5.2.2,~~	a	~~subsidiary ~~in
	between companies			which	the Company
	in which the			holds, directly or
	Company holds			indirectly, 90% or
	more than 90% of			more of the voting
	the voting shares			shares shall submit
	directly and			the proposed
	indirectly, the			endorsements/guara
	Company must also			nteses to the
	submit the matter to			Company’s board of
	the board of			directors for a
	directors for			resolution. This
	resolutionin			restriction shall not
	addition to following			apply to
	the procedures in			endorsements/guara
	5.3.1.6. This			ntees made
	restriction shall not			between companies
	apply to			in which the
	endorsements/guar			Company holds,
	antees made			directly or indirectly,
	between companies			100% of the voting
	in which the			shares.
	Company holds,		(3)	Where the Company
	directly or indirectly,			needs to exceed the
	100% of the voting			limits set out in the
	shares.			Operational
(3)	Where the			Procedures to
	Company needs to			satisfy its business
	exceed the limits			requirements, and
	set out in the			where the conditions
	Operational			set out in the
	Procedures to			Operational
	satisfy its business			Procedures are
	requirements, and			complied with, it
	where the			shall obtain approval
	conditions set out in			from the board of
	the Operational			directors and half or
	Procedures are			more of the directors
	complied with, it			shall act as joint
	shall obtain			guarantors for any

Amended Articles	Existing clause	Explanation
approval from the	loss that may be
board of directors	caused to the
and half or more of	Company by the
the directors shall	excess
act as joint	endorsement/guara
guarantors for any	ntee. It shall also
loss that may be	amend the
caused to the	Operational
Company by the	Procedures
excess	accordingly and
endorsement/guara	submit the same to
ntee. It shall also	the shareholders'
amend the	meeting for
Operational	ratification after the
Procedures	fact. If the
accordingly and	shareholders'
submit the same to	meeting does not
the shareholders'	give consent, the
meeting for	company shall adopt
ratification after the	a plan to discharge
fact. If the	the amount in
shareholders'	excess within a
meeting does not	given time limit.
give consent, the	During the
company shall	discussion of the
adopt a plan to	board meeting in the
discharge the	preceding
amount in excess	paragraph, it shall
within a given time	take into full
limit. During the	consideration the
discussion of the	opinions of each
board meeting in	independent
the preceding	director;
paragraph, it shall	independent
take into full	directors' opinions
consideration the	specifically
opinions of each	expressing assent
independent	or dissent and the
director;	reasons for dissent
independent	shall be included in
directors' opinions	the minutes of the
specifically	board of directors'
expressing assent	meeting.
or dissent and the
reasons for dissent
shall be included in
the minutes of the
board of directors'
meeting.
5.3.1.9 Penalties:	5.3.1.9 Penalties:	Text Addition &
The Company's	For any violation of the	Revision

Amended Articles	Existing clause	Existing clause
managers and	Regulations or
supervisorswho violate	Operational Procedures
the processing	by	related personnel,
guidelines or this	the Company’s internal
procedure shall be	management
dealt with according to	regulations shall be
the Company's internal	complied with.
management
regulations.

[Attachment 9] Concurrent positions held by the directors in other companies

Ascent Development Co., Ltd. Concurrent positions held by the directors in other companies

Title	Name	Company where the concurrent position is held	Position
Chairman	Representative of Xue Yong Co., Ltd.: Chia-Chi Hou	Hanshen Asset Management Co., Ltd.	Chairman
Chairman	Representative of Xue Yong Co., Ltd.: Chia-Chi Hou	Gamania Digital Entertainment Co., Ltd.	Independent Director
Director	Corporate Representative of Zu Sheng International Co., Ltd. Chien-Ting Chen	Shih Wei Navigation Co., Ltd.	Remuneration Committee Member
Independent Director	Teng-Cheng Liu	High-Tek Harness Enterprise Co., Ltd.	Independent Director

[Appendix 1] "Articles of Incorporation"

Ascent Development Co., Ltd. Articles of Incorporation

Chapter 1 General

Article 1 The Company is organized in accordance with the provisions of the Company Act and named ASCENT DEVELOPMENT CO., LTD.

Article 2 The business scope of the Company is as follows:

I. C306010 Wearing Apparel.
II. C307010 Clothing Accessories.
III. C399990 Other Textile and Products Manufacturing.
IV. F101990 Wholesale of Other Agricultural, Livestock and Aquatic Products.
V. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
VI. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
VII. F401010 International Trade.
VIII. F601010 Intellectual Property Rights.
IX. H701010 Housing and Building Development and Rental.
X. H701020 Industrial Factory Development and Rental.
XI. H701040 Specific Area Development.
XII. H701050 Investment, Development and Construction in Public Construction.
XIII. H701060 New Towns, New Community Development.
XIV. H703090 Real Estate Business.
XV. I301030 Electronic Information Supply Services. XVI. H703100 Real Estate Leasing. XVII. I101110 Textile Consulting. XVIII. I501010 Product Designing. XIX. I502010 Clothing Designing.
XX. C104020 Manufacture of Bakery and Steam Products. XXI. F102040 Wholesale of Nonalcoholic Beverages. XXII. F102170 Wholesale of Foods and Groceries. XXIII. F106020 Wholesale of Daily Commodities. XXIV. F108040 Wholesale of Cosmetics. XXV. F203010 Retail Sale of Food, Grocery and Beverage.
XXVI. F206020 Retail Sale of daily commodities. XXVII. F208040 Retail Sale of Cosmetics.
XXVIII. C109010 Manufacture of Seasoning.
XXIX. C105010 Edible Oil and Fat Manufacturing.
XXX. C114010 Food Additives Manufacturing. XXXI. C110010 Beverage Manufacturing. XXXII. C104010 Manufacturing of Sugar Confectionery. XXXIII. C106010 Grain Husking, Manufacture of Grain Mill Products, Starches and Starch Products.
XXXIV. C199010 Manufacture of Noodles, Couscous and Similar Farinaceous Products.
XXXV. C199990 Manufacture of Other Food Products Not Elsewhere Classified.

XXXVI. F102030 Wholesale of Tobacco and Alcohol.

XXXVII. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1 The Company’s reinvestment shall be handled in accordance with the resolution of the board of directors, and the total investment may exceed 40% of the paidin share capital.
Article 2-2. For the business needs, the Company may handle endorsement and guarantee matters in accordance with the Company’s regulations governing endorsement and guarantee procedures.
Article 3 The Company is headquartered in Taipei City, and may establish domestic or foreign branches subject to board of directors' approval.

Chapter 2 Shares

Article 4 The total capital of the Company is NT$1.1 billion, which is divided into 110 million shares, each with a par value of NT$10 issued in batches by the board of directors under authorization.
The shares of the Company are all in registered form, signed or sealed by the director representing the Company, and issued after being legally certified. Shares of the Company is exempted from actual printing but shall be registered with the Taiwan Depository and Clearing Corporation.
Article 5 The Company’s stock affairs are processed in accordance with the “Criteria Governing Handling of Stock Affairs by Public Stock Companies” provided by the competent authority.
Article 6 Changes to the content of the register of shareholders shall be suspended during the 60 days prior to an annual general meeting, or during the 30 days prior to an extraordinary shareholder meeting, and during the 5 days prior to the baseline date of dividend, bonus and rights distribution.
Article 6-1. When the Company issues new shares, the employees entitled to purchase the shares may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the board of directors or its authorized personnel.
When the Company purchases the treasury stocks based on the Company Act, those for transfer may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the board of directors or its authorized personnel.
Those entitled to receive stock option may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the board of directors or its authorized personnel.
When the Company issues RSA, those entitled to receive RSA may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the board of directors or its authorized personnel.

Chapter 3 Shareholders’ Meeting

Article 7 The Company holds two types of shareholder meeting: the annual general meeting and extraordinary shareholder meeting. The annual general meeting shall be held within six months after the end of an accounting period, whereas extraordinary shareholder meetings may be held whenever deemed necessary, subject to compliance with relevant laws.
Article 8 Shareholders shall be notified of the date, time, place and reason for convening the shareholders’ meeting 30 days before the regular meeting and 15 days before the extraordinary meeting. For shareholders holding less than 1,000 registered shares, the aforesaid convening notice may be made by public announcement.
Article 8-1 The shareholder meetings may be held by teleconferencing or other means

announced by the Ministry of Economic Affairs.

Article 9 Each of the shareholders of the Company has one vote for each share held, and unless otherwise specified by the Company Act, resolutions at a shareholders’ meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
During the shareholders’ meeting of the Company, the shareholders may exercise his/her/its voting power by way of electronic transmission, and shall be deemed to have attended the shareholders’ meeting in person. Such matters shall be handled in accordance with relevant laws and regulations.
Article 10 Shareholders unable to attend the meeting in person may offer to show the power of attorney issued by the Company that specifies the scope of authorization and authorize their proxy to attend the meeting. However, if a person is entrusted by two or more shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total number of issued shares. If the voting rights of the proxy exceeded the threshold, the excess voting rights shall not be counted. Shareholders who commission their proxy to attend meetings shall comply with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the securities authority, unless otherwise specified by the Company Act.

Chapter 4 Directors

Article 11 The Company shall have five to seven directors (including independent directors). The election of directors shall adopt the candidate nomination system stipulated in Article 192-1 of the Company Act. The shareholders’ meeting shall elect the candidates from the list of candidates. The term of office of directors is three years and they may be re-elected. When the term of office expires and there is no sufficient time for re-election, the original term of office may be extended until the time of re-election; when the vacant directors’ seats reach one-third of all director seats or all independent directors are dismissed, the board of directors shall hold an extraordinary meeting of shareholders within 60 days to make up for the remaining original term of office.

Among the number of directors referred to in the preceding Paragraph, there shall be at least two independent directors and no less than one-fifth of the seats of directors. The professional qualification, shareholding, part-time job restrictions, nominations, means of election, as well as other relevant issues should all be in accordance with the regulations of the competent authority.

Unless otherwise regulated by the Company Act, a resolution of the Board meeting shall be approved by consent of a majority of the Directors present at the meeting attended by a majority of all Directors. If any director is unable to attend in person for any reason, he/she may entrust another director to serve as the proxy, but independent directors may only entrust another independent directors as the proxy. However, each director may only be entrusted by one of the other directors.
Article 11-1 The convening of meeting of the board of directors of the Company shall be notified to all directors seven days prior to the meeting. However, in case of emergency, it can be convened at any time.
- The convening notice stated in the preceding Paragraph shall specify the reasons for convening the meeting and may be prepared in writing, e-mail or fax.
Article 12 The Company’s business operations shall be governed by the resolution system of the Board of Directors.

Article 13 The Company shall have a Chairman and, if necessary, a Vice Chairman, who shall be elected among the directors. Internally, the Chairman shall serve as the chairperson of the Company’s meetings of shareholders and the Board of Directors, and convene the meetings of the Board of Directors; and externally, he/she shall represent the Company. If the Chairman is on leave or is unable to exercise duties for any reason, the Vice Chairman will act on behalf; if there is no Vice Chairman or if the Vice Chairman is also on leave or is unable to exercise duties for any reason, the Chairman may appoint one of the directors to perform acting duty; if no delegate is appointed by the Chairman, one shall be appointed from among the directors.
Article 14 The Company’s Board of Directors may establish various functional committees whose membership, exercise of powers and related matters shall be handled in accordance with relevant laws and regulations, and shall be otherwise determined by the Board of Directors. The Company shall establish the “Audit Committee” based on Article 14-4 of Securities and Exchange Act. Matters related to the number and term of office, the power and the rules of procedure for meetings of the Audit Committee shall be defined in the Audit Committee Charter that formulated under the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
Article 15 All directors may receive travel expenses of the amount determined by the Board of Directors.
The remuneration of directors is authorized at the meetings of the Board of Directors based on their level of participation in and contribution to the Company's operation. The remuneration follows the standards among the industry peers.
Article 15-1: The Company shall purchase liability insurance for the directors during their term of office for the legal liability within the scope of their business execution, so as to mitigate and disperse the risks of severe damages to the Company and shareholders caused by directors’ errors or negligence.

Chapter 5 Managers

Article 16 The Company may create managerial positions including one position for the President and several ones for managers. Appointment, dismissal and remuneration of whom shall comply with Article 29 of the Company Act.

Chapter 6 Accounting

Article 17 The fiscal year of the Company is from January 1 to December 31. At the end of each fiscal year, the Board of Directors shall prepare the following documents, which shall be submitted to the Audit Committee 30 days before the general meeting of shareholders according to laws and regulations, and then submitted them to the general meeting of shareholders for approval.
I. Business Report
II. Financial statements
III. Proposal for the distribution of surplus or make-up for the loss
Article 18 The Company shall use the current year’s pre-tax profits to deduct the benefits before distributing employee remuneration and director’s remuneration. After retaining to make up for the accumulated losses, if there is any balance, it shall allocate 0.5% to 5% of such balance as employees’ remuneration, and the directors’ remuneration shall not exceed 2%.
Decisions on distribution ratio of employees’ and directors' remuneration, and whether the employees’ remuneration shall be distributed in stocks or cash shall be made by the meeting of Board of Directors attended by more than two-thirds

of the directors and the resolution approved by more than half of the directors present, which shall be reported to the shareholders’ meeting.

Those entitled to receive employees’ remuneration in the forms of stocks or cash may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the board of directors or its authorized personnel.

The remuneration of directors can only be paid in cash, and the independent directors of the Company are not included in the annual remuneration distribution.
Article 18-1 The Company’s earning distribution or loss compensation may be conducted after the end of each fiscal year. If there is any surplus in the annual final accounts, taxes shall be paid first, then the accumulated losses shall be made up, then the employees’ remuneration shall be estimated to be retained., then 10% of the balance shall be allocated to the legal reserve; however, this does not apply when the legal reserve has reached the total amount of the capital of the Company. Further, based on laws or regulations of the competent authority, the special reserve shall be appropriated or reversed. If there is any surplus left, its balance shall be added to the accumulated undistributed surplus as dividends for shareholders. The Board of Directors shall prepare a distribution proposal in the form of issuance of new shares, which shall be submitted to the meeting of shareholders to reach the resolution of distribution; if in the form of cash, it shall be subject to the resolution of the Board of Directors.
- If after determining the annual final account and there is any profit, such profit shall be first allocated for paying the tax payable and making up the losses, and the Company shall appropriate 10% as the legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. Further, based on laws or regulations of the competent authority, the special reserve shall be appropriated or reversed. If there is any surplus left, its balance shall be added to the accumulated undistributed surplus as dividends for shareholders. The Board of Directors shall prepare a distribution proposal in the form of issuance of new shares, which shall be submitted to the meeting of shareholders to reach the resolution of distribution.
- Any cash distribution of dividends, profit, legal reserve or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholders’ meeting.
Article 18-2 In response to the current competitive and ever-changing business environment and continuous expansion of the Company, the Company shall distribute dividends in a combination of shares and cash depending on factors such as future capital needs, financial structure, and consideration of shareholders’ rights and interests, among which cash dividends shall not be lower than 20% of the total dividends.

Chapter 7 Additional Provisions

Article 19 Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act.
Article 20 This Articles of Incorporation was established on August 19, 1964. The 1st amendment was made on March 2, 1967. The 2nd amendment was made on May 16, 1967. The 3rd amendment was made on March 15, 1968. The 4th amendment was made on March 24, 1970. The 5th amendment was made on May 31, 1971. The 6th amendment was made on April 29, 1972. The 7th amendment was made on April 26, 1973. The 8th amendment was made on December 21, 1974. The 9th amendment was made on March 30, 1977. The 10th amendment was made

on July 15, 1978. The 11th amendment was made on August 10, 1980. The 12th amendment was made on April 11, 1981. The 13th amendment was made on March 27, 1982. The 14th amendment was made on April 2, 1983. The 15th amendment was made on September 5, 1983. The 16th amendment was made on April 27, 1985. The 17th amendment was made on July 17, 1985. The 18th amendment was made on April 26, 1986. The 19th amendment was made on June 28, 1986. The 20th amendment was made on April 25, 1987. The 21st amendment was made on April 2, 1988. The 22nd amendment was made on May 16, 1988. The 23rd amendment was made on April 4, 1989. The 24th amendment was made on April 23, 1990. The 25th amendment was made on April 11, 1991. The 26th amendment was made on April 15, 1993. The 27th amendment was made on May 2, 1996. The 28th amendment was made on May 4, 1999. The 29th amendment was made on May 23, 2000. The 30th amendment was made on May 8, 2001. The 31st amendment was made on May 22, 2002. The 32nd amendment was made on May 27, 2004. The 33rd amendment was made on June 14, 2005. The 34th amendment was made on June 9, 2006. The 35th amendment was made on June 25, 2010. The 36th amendment was made on June 15, 2012. The 37th amendment was made on June 29, 2016. The 38th amendment was made on June 6, 2017. The 39th amendment was made on June 8, 2018. The 40th amendment was made on June 24, 2019. The 41st amendment was made on February 17, 2020. The 42nd amendment was made on June 24, 2020. The 43rd amendment was made on June 23, 2022.

Chairman Chia-Chi Hou

[Appendix 2] "Shareholder’s Meeting Rules of Procedures”

Ascent Development Co., Ltd. Shareholder’s Meeting Rules of Procedures

Revised and approved by the regular meeting of shareholders on June 23, 2022

Article 1 This policy has been established in accordance with Article 5 of "Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies" to promote proper governance over the Company's shareholder meetings and to enforce supervisory and administrative functions of such meetings.
Article 2 Unless otherwise specified by law or Articles of Incorporation, shareholder meetings shall proceed according to the terms of this policy.
Article 3 Unless otherwise specified by law, shareholder meetings are to be convened by the board of directors.
Any changes to the convening of a shareholder meeting shall be resolved in a board meeting, which should be completed at the latest before the notice of the shareholder meeting is sent.
The Company shall prepare an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting. The meeting agenda and supplemental information of shareholdings’ meetings shall be prepared in the form of an electronic file and uploaded to the MOPS 21 days before a general meeting or 15 days before an extraordinary meeting. However, if the Company's paid-in capital reaches NT$10 billion or more as of the end of the most recent fiscal year, or if the combined percentage of foreign capital and Chinese capital holdings as recorded in the shareholders' register at the time of the most recent annual shareholders' meeting reaches 30% or more, the Company shall complete the aforementioned electronic files uploading 30 days prior to the annual shareholders' meeting. Physical copies of the shareholders’ meeting conference manual and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed within the Company's premises and at the stock transfer agent.

The Company shall provide shareholders with the meeting agenda and supplemental information in the preceding paragraph for reference on the date of meeting and by the following means:

I. Distributed at the venue of the meeting for a physical shareholders’ meeting.
II. Distributed at the venue of the meeting for a physical shareholders’ meeting, and transmitted to the video conference platform in the form of an electronic file for a physical shareholders' meeting with the assistance of a video conference.
III. Transmitted to the video conference platform in the form of an electronic file for video shareholders' meeting.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Discussions concerning election or dismissal of directors, amendment of Articles of Incorporation, capital reduction, cessation of public offerings, permission for directors' involvement in competing businesses, earnings capitalization, capitalization of capital reserves, dismissal of the Company, mergers, divestments,

and any issues listed in Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers must be raised as part of the regular motions with summaries explained in the meeting agenda. It may not be raised in the form of a special motion.

The notification for the convening of shareholder meeting has announced the reelection of directors and the inauguration date. After the re-election at the shareholder meeting, the inauguration date shall not be changed by extraordinary motion or other means in the same meeting.

Shareholders holding over 1% of the Company's outstanding shares can propose written motions for discussion during regular shareholders’ meetings. Each shareholder may only propose one motion. Proposals exceeding this limit shall be excluded from the discussion. Furthermore, if the issue raised by shareholders involves items in Paragraph 4, Article 172-1 of the Company Act, the board of directors can omit the proposal. Shareholders may submit proposals which aim to urge the Company to promote the public interest or fulfill social responsibilities. The proposals should cover one discussion item at a time in accordance with Article 1721 of the Company Act, and those with more than one item in the proposal will not be included in the motion.

The Company shall announce, before the book closure date of annual general meeting, the conditions, methods (written or electronic), places and time within which shareholders' proposals are accepted. The acceptance period must not be less than ten days.

Shareholder proposals shall be limited to 300 words. Proposals that exceed 300 words shall not be listed in the proposals. The proposing shareholders shall personally or entrust another to attend the regular shareholders meeting and participate in the proposal discussion.

The Company shall notify each proposing shareholder the outcomes of their proposed motions before the date the meeting advice is sent. Meanwhile, motions that satisfy the conditions listed in this Article shall be included as part of the meeting advice. During the shareholders’ meeting, the board of directors shall explain the reasons why certain proposed motions are excluded from discussion.

Article 4 Shareholders may appoint proxies to attend shareholder meetings on their behalf by completing the Company's proxy form and specifying the scope of delegated authority.

Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must be received by the Company at least 5 days before the shareholders’ meeting. In cases where multiple proxy forms are issued, the one that arrives first shall prevail. However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement.

Should the shareholder decide to attend a shareholders’ meeting personally or exercise voting rights in writing or using electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, vote of the proxy attendant shall prevail.

Should the shareholder decide to attend a shareholders’ meeting by video conference, a written notice must be sent to the Company by no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, vote of the proxy attendant shall prevail.

Article 5 Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3 PM. Independent directors' opinions shall be fully taken into consideration when choosing the meeting venue and time.
Article 6 The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxies (referred to as shareholders) where relevant.
Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check in to the teleconferencing platform of the shareholder meeting should be completed at least 30 minutes before the meeting starts, those who complete the check-in are considered to have attended the meeting in person. Shareholders shall attend shareholder meetings by presenting valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification. An attendance log shall be prepared to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence. Shareholders who attend the meeting shall be given a copy of the conference manual, annual report, attendance pass, opinion slip, motion ballot and any information relevant to the meeting. Prepare additional ballots if director election is also being held during the meeting.

Where the shareholder is a government agency or corporate entity, more than one representative may attend shareholders’ meetings on their behalf. Corporate entities that have been designated as proxy attendants can only appoint one representative to attend shareholder meeting.

Shareholders who would like to attend the teleconferencing of shareholder meeting should register with the Company at least two days before the shareholder meeting. For a video shareholders’ meeting, the Company shall, at least 30 minutes before the start of the meeting, upload the meeting agenda, annual report, and other relevant information to the video conference platform and keep them posted until the end of the meeting.

Article 6-1 When convening a video shareholders’ meeting, the Company shall specify the following items in the notice of meeting.
I. The ways for shareholders to participate in a video meeting and exercise their rights.
II. The countermeasures for the event that the video conferencing platform or video participation is impeded due to natural disasters, events, or other force majeure circumstances, including at least the following:
- (I) If the occurrence of the aforementioned circumstances continuously cannot be resolved, the time of the postponed or resumed meeting, and the date of the postponed or resumed meeting.
- (II) Shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
- (III) When convening a physical shareholders' meeting with the assistance of a video conference, if the video conference is not able to be resumed, and the total number of shares present, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, the shareholders' meeting shall continue. The shares represented by shareholders attending the meeting through video conference shall be counted towards the total number of shares

represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.

     - (IV) When the result of all motions has been announced, and the interim motion has not yet been proceeded with, the way it is handled.

  - III. When convening a video shareholders’ meeting, the appropriate alternative measures for shareholders with difficulties in participating in shareholders' meetings by video shall also be specified.

Article 7 When convening the shareholder’s meeting, the Chairman shall serve as the chair of such meeting. If the Chairman is on leave or is unable to exercise duties for any reason, the Chairman may appoint one of the directors to perform acting duty; if no delegate is appointed by the Chairman, one shall be appointed from among directors.
When a managing director or a director serves as chair, as referred to in the preceding paragraph managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same applies if the chairperson is a representative of a corporate director.

The shareholders' meeting convened by the board of directors shall be personally hosted by the chairman of the board. More than half of the directors (including at least one independent director) and at least one representing member of various functional committees shall attend the meeting, and the attendance shall be recorded in the meeting minutes.

For the meeting that is convened by the ones with the convening authority outside of the board, the meeting should be chaired by convening authority. One person should be selected to chair the meeting if there are more than two presents.

The Company may summon its lawyers, certified public accountants and any relevant personnel to be present at shareholders’ meetings.
Article 8 The Company shall record non-stop, in audio or video, from the time admission is accepted and throughout the entire meeting proceeding, voting process and vote count.

These recordings must be retained for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.

When convening a video shareholders’ meeting, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform. However, if current attendance represents less than half of the Company's outstanding shares, the chairperson may announce to postpone the meeting up to two times, for a period totaling no more than one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than onethird of the total number of issued shares, the chair shall declare the meeting adjourned; in the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. The tentative resolution may be sent to all shareholders to notify them of another shareholder meeting to be held within one month. Shareholders who wish to attend the shareholder meeting which is to be held by teleconferencing shall register with the Company in accordance with Article 6.

If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final voting according to Article 174 of the Company Act.

Article 9 Shareholders' presence is determined by the number of shares represented in a meeting. The number of shares present in a meeting is calculated based on attendance log records or the attendance cards collected, and the shares checked in on the video conference platform, plus the number of shares that have voting rights exercised in writing or through electronic means.
The chair shall call the meeting to order at the appointed meeting time and announce relevant information such as the number of non-voting rights shares and the number of shares present at the same time.

However, if current attendance represents less than half of the Company's outstanding shares, the chairperson may announce to postpone the meeting up to two times, for a period totaling no more than one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than onethird of the total number of issued shares, the chair shall declare the meeting adjourned; in the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

Article 10 For shareholder meetings that are convened by the board of directors, the board of directors will determine the meeting agenda. All proposed motions (including special motions and amendments to existing motions) must be voted on a case-by-case basis. The agenda cannot be changed unless resolved during the shareholder meeting.

The above rule also applies to shareholders’ meetings that are convened by any authorized party other than the board of directors.

In either of the two situations described above, the chairperson cannot dismiss the meeting while a motion (including special motion) is still in progress. If the chairperson violates conference rules by dismissing the meeting when not allowed to do so, other members of the board shall immediately assist attending shareholders in electing another chairperson that has the support of more than half of voting rights represented on-site to continue the meeting.

The chairperson must allow adequate time to explain and discuss various motions, amendments or special motions proposed during the meeting. The chairperson may announce to discontinue further discussions if the issue in question is considered to

have been sufficiently discussed to proceed with voting and shall allocate ample time to vote.

Article 11 Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topic, shareholder ID (or the attendance ID serial number) and shareholder's name. The order of shareholders' comments is determined by the chairperson.
Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated in the opinion slip, the actual comments expressed shall be taken into record. Each shareholder shall speak no more than two times, for 5 minutes each, on the same motion unless otherwise agreed by the chairperson. The chairperson may stop shareholders from speaking if they violate any terms of the policy or speak outside the discussed topic.

While a shareholder is speaking, other shareholders cannot speak simultaneously or interfere in any way unless agreed to by the chairperson and the person speaking. Any violators shall be restrained by the chairperson.

Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion. After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so. When convening a video shareholders’ meeting, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12 Votes in a shareholders’ meeting are vested based on the number of shares represented.
Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.
Shareholders cannot vote or appoint proxies to vote on any motions that present a conflict between their own interests and interests of the Company.

The number of shares held by shareholders who are not permitted to vote shall be excluded from the calculation of total voting rights.

With the exception of trust enterprises and certain share transfer agencies approved by the authority, a proxy may not represent more than 3% of the total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from the calculation.

Article 13 Every share represents one vote unless it is restricted or deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
The Company must give shareholders the option to exercise voting rights in writing or using the electronic method during shareholder meetings. Instructions for exercising voting rights in writing or through electronic means must be stated clearly in writing on the meeting advice. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholder meeting in person. However, they are considered to have waived their rights to participate in any special motion or any amendment to the original discussion that may arise during the shareholder meeting. For this reason, the Company should avoid proposing special motions or amendments to the original motion where possible.

Instructions to exercise written and electronic votes must be delivered to the Company at least 2 days before the shareholder meeting. In the event of duplicate submissions, the earliest submission shall be taken into record. However, this excludes situations where a proper declaration is issued to withdraw the previous arrangement.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by teleconferencing, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. If a shareholder exercises voting in writing or through electronic means and at the same time delegates a proxy to attend shareholder meeting, the voting decision exercised by the proxy shall prevail. Unless otherwise regulated by the Company Act or stated in the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights in the meeting. When voting, the chairperson or delegate thereof shall announce the total number of voting rights represented by attending shareholders for every motion discussed and have shareholders vote on a case-by-case basis. Details including the number of votes in favor, against, and abstained for each discussion shall be uploaded onto MOPS on the same day the shareholders’ meeting ends.

In cases where several amendments or alternative solutions have been proposed at the same time, the chairperson shall determine the order in which proposals are to be voted on. However, if any solution is passed, all other proposals shall be deemed rejected and no further voting is necessary.

The chairperson shall appoint ballot examiners and ballot counters to support the voting process. The ballot examiner must be a shareholder.

Motion and election votes are to be counted openly at the shareholders’ meeting. Results of the vote, including the final tally, shall be announced on-site and recorded in minutes.

When the Company convenes a video shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting through video conference shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session has ended. The results of votes and elections shall be announced immediately.

When the Company convenes a physical shareholders' meeting with the assistance of a video conference, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting through video conference, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14 Shareholder meetings that involve election of directors shall proceed according to the Company's election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site, as well as those who are not elected and the number of shares they have.
All ballots used in the above elections shall be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 15 Shareholders’ meeting resolutions shall be compiled into detailed minutes, signed or sealed by the chairperson and disseminated to each shareholder by no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.
The Company may disseminate meeting minutes by announcing details over MOPS. The resolution proceedings should correctly record the year, month, day, venue, name of the chair, voting method, the essentials of the proceedings and the voting results (including the statistical weights). If there is an election of directors, the votes received by each elected candidate shall also be disclosed. Minutes shall be retained for as long as the Company exists.
Where convening a video shareholders’ meeting, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the video conference platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a video shareholders’ meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.
Article 16 The number of shares owned by the solicitors, the entrusted proxies and shareholders attending the shareholder meeting in writing or electronically is compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. For shareholder meetings that are held by teleconferencing, the Company shall upload the above information to the teleconferencing platform at least 30 minutes before the start of the meeting, and keep them disclosed until the end of the meeting.
During the Company's video shareholders’ meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

The Company must disclose on MOPS in a timely manner any shareholders’ meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation.

Article 17 Officers of the shareholders’ meeting must wear proper identification or an arm badge.

The chairperson may instruct proctors or security staff to help maintain order in the meeting. While maintaining order in the meeting, the proctors or security staff shall wear arm badges that identify their role as "Proctor".

The chairperson may stop anyone who attempts to speak using instruments that are not provided by the Company.

The chairperson may instruct security staff to remove shareholders who continue to violate conference rules despite being warned.

Article 18 During a meeting, the chair may announce a break at his or her discretion. During a force majeure event, the chair may rule to suspend the meeting temporarily and announce the meeting continuation time.
If the shareholder meeting is unable to conclude all scheduled motions (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location.
Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of the Company Act.
Article 19 In the event of a video shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21 In the event of a video shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a video shareholders’ meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the video conference platform or participation via the platform is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected Directors and Supervisors.

When the Company convenes a physical shareholders’ meeting with the assistance of a video conference, and the video conference cannot continue as described in second paragraph, if the total number of shares present, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, then the shareholders’ meeting shall continue, and no postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the meeting through video conference shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 4420, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22 When convening a video shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.
Article 23 These Rules are to be announced and implemented after being approved by the shareholders' meeting, and likewise for the revision.

[Appendix 3] "Procedures of Outward Loans to Others"

Ascent Development Co., Ltd. Procedures of Outward Loans to Others

Amended and resolved by the regular shareholders’ meeting on June 24, 2020.

1. Objective

1.1 The Operational Procedures are established pursuant to Article 36-1 of the Securities and Exchange Act and the “Regulations Governing Loaning of Funds and Making Endorsements/Guarantees by Public Companies” (the “Regulations”)

2. Applicable scope:

2.1 Where the Company makes loans for others, the Operational Procedures shall be complied with. However, if financial-related laws and regulations specify otherwise, such laws and regulations shall be complied with.
2.2 Where any subsidiary of the Company intends to make loans for others, the Operational Procedures for Making Loans of the subsidiary shall be established pursuant to the Regulations and the Company’s Operational Procedures, and submitted to the Company’s board of directors; the same applies to the amendments. Provided that where the Regulations or the Operational Procedures conflict with the local regulations where the subsidiary operates, the local regulations shall prevail.

3. Definition:

3.1 The subsidiaries and parent companies mentioned in the Operational Procedures shall be defined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
3.2 The Company’s financial reports are prepared pursuant to the International Financial Report Standards; "net worth" in these Operational Procedures means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
3.3 The term "announce and report" as used in these Operational Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission
3.4 “Date of occurrence” in these Operational Procedures means the date of contract signing, date of payment, dates of boards of directors resolutions, or other dates that can confirm the counterparty and monetary amount of the loan of funds, whichever date is earlier.

4. Accountable unit:

4.1 Finance and Accounting Department: the unit proposing the establishment of amendments to the Operational Procedures, and supervising the implementation thereof.

5. Operational process and description:

5.1 Fund Loans and Subjects
5.1.1 According to Article 15 of the Company Act, the Company shall not lend funds to shareholders or any other person except in the following cases:
- 5.1.1.1 A company or firm with which it does business.
- 5.1.1.2 Companies or firms that need short-term financing from the Company, provided that the financing amount does not exceed 40% of the Company's net worth.
5.1.2 "Short-term" refers to one year. However, if the Company's operating cycle is longer than one year, the operating cycle shall prevail; "financing amount" refers to the cumulative outstanding balance of the Company's short-term financing.
5.1.3 Lending funds between foreign companies in which the Company directly and indirectly holds 100% of the voting shares, or lending funds from foreign

companies in which the Company directly and indirectly holds 100% of the voting shares to the Company, shall not be subject to the restrictions of 5.1.1.2. However, the Company shall still formulate a limit and term for lending funds according to the provisions of 5.3 and 5.4.

5.1.4 If a company-responsible person violates the provisions of 5.1.1, he/she shall bear joint and several liability for repayment with the borrower. If the Company suffers damage, he/she shall also bear the liability for damage compensation.
5.2 Evaluation Procedure for Lending Funds to Others
5.2.1 The Company may only lend funds to the subjects specified in 5.1.1 of the Procedures.
5.2.2 Evaluation Criteria for Lending Funds to Others
- 5.2.2.1 Lending funds due to business dealings: The provisions of 5.3.2 shall apply.
- 5.2.2.2 Short-term financing is only available in the following cases:
  - (1) Subsidiaries in which the Company holds more than 50% of the shares need short-term financing for business purposes.
  - (2) Other companies or businesses need short-term financing for the purchase of materials or operating turnover.
  - (3) The Company's board of directors has approved other lending of funds.
5.3 Limits for aggregated capital loans and to individual entities:
5.3.1 The total amount of loans made by the Company to others, including business transactions and short-term financing, shall not exceed 40% of the Company's net worth.
5.3.2 Limits for Loans Related to Business Dealings
- For companies or businesses that have business dealings with the Company, the individual loan amount shall not exceed the amount of business dealings between the two parties. "Amount of business dealings" refers to the higher of the two parties' purchase or sales amount. However, the maximum amount shall not exceed 35% of the Company's net worth.
5.3.3 Limits for loans to companies or firms requiring short-term financing: The individual loan amount to each entity shall not exceed 35% of the Company's net worth.
5.3.4 When engaging in lending activities between foreign subsidiaries that are directly or indirectly wholly owned by the company, the total amount of loans and the loan amount for each individual recipient shall not exceed 40% of the net worth of the Company.
5.4 Loan Term and Interest Calculation Method
5.4.1 Loan term: The maximum term for financing from the Company or its subsidiaries is one year or one business cycle (whichever is longer). However, the Company may notify the borrower to repay early as needed. If the loan cannot be repaid upon maturity and an extension is required, the borrower must apply in advance and obtain approval from the board of directors.
5.4.2 Interest calculation method: The interest rate for loans should be based on the deposit and loan interest rate level of the Company in financial institutions. The Finance and Accounting Department should draft the interest rate plan and submit it to the board of directors for approval.
5.5 Loan Handling Procedures
5.5.1 Before lending funds to others, the Company shall carefully evaluate whether the loan complies with the provisions of the Handling Guidelines and this procedure. The evaluation results and the evaluation results of 5.6 shall be submitted to the board of directors for resolution and shall not be authorized to be decided by others.
5.5.2 Loans between the Company and its subsidiaries that directly and indirectly hold

100% of the voting shares, or between the Company's subsidiaries that directly and indirectly hold 100% of the voting shares, shall be subject to board resolution as specified in 5.5.1. The chairman of the board may be authorized to make multiple disbursements or revolving use of funds within a certain limit approved by the board and within no more than one year to the same borrower.

Unless the certain quota mentioned in the preceding paragraph meets the provisions of 5.1.3, the Company or its subsidiary's authorized loan amount to a single enterprise shall not exceed 10% of the net worth of the Company's most recent financial statement.

5.5.3 To apply for a loan from the Company, borrowers must submit a loan application form that includes detailed information about the loan amount, term, purpose, collateral, and other matters specified by the Company. Additionally, borrowers must provide basic and financial information, which will be forwarded by the loan officer to the Company's Finance and Accounting Department for review and credit checks.
5.5.4 If the borrower's creditworthiness is poor after credit investigation and evaluation, the case will not be approved for a loan. The handling personnel should report the situation to the superior and promptly notify the borrower. For cases where the credit information and evaluation indicate that the loan is approved, the handling personnel should fill out the credit report review comments and submit them to the board of directors for approval level by level.
In principle, borrowers who apply for renewal must reapply for credit investigation when applying for renewal.
5.5.5 The loan officer shall draft the loan agreement terms based on the approved conditions. The agreement shall be reviewed by the supervisor and then submitted to the legal counsel for review and approval. Finally, the loan officer shall complete the signing procedures. In cases where there is collateral for the loan, the borrower must provide the collateral and complete the procedures for establishing a lien or mortgage to secure the Company's rights. Except for land and securities, all collateral must be insured against fire and other relevant risks, with the insurance amount being no less than the amount of the secured debt in principle. The insurance policy shall be endorsed with the Company as the beneficiary. The name, quantity, storage location, and insurance conditions of the insured subject matter stated on the insurance policy must be consistent with the original lending conditions of the Company. The loan officer shall notify the borrower to continue the insurance before the insurance period expires.
5.5.6 After the loan is approved and the borrower has signed the loan agreement, the collateral mortgage or pledge registration procedures have been completed, and all procedures have been verified to be correct, the loan funds will be disbursed.
5.5.7 When the Company makes loans, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board meeting.
5.6 The detailed review procedures should include:
5.6.1 The necessity and reasonableness of lending funds to others.
5.6.2 Credit status and risk assessment of the entity for which the loan is made.
5.6.3 The impact on the company's business operations, financial condition, and shareholders' equity.
5.6.4 Whether collateral must be obtained and appraisal of the value thereof.
5.7 Post-Loan Disbursement Management Measures and Overdue Debt Handling Procedures
5.7.1 After the loan is disbursed, the Company should regularly monitor the financial,

business, and creditworthiness of the borrower and guarantor. If collateral is provided, the Company should also monitor any changes in the value of the collateral. One month before the loan term expires, the Company should notify the borrower to repay the principal and interest in full or to apply for renewal procedures. When a borrower repays a loan on time, the borrower must first calculate the accrued interest and repay it together with the principal. Only then can the promissory note, loan agreement, or other debt instruments be canceled and returned to the borrower. If a borrower applies to cancel the mortgage or pledge, the Company should first check whether there is any outstanding loan balance and accrued interest before deciding whether to approve the cancellation of the mortgage or pledge.

5.7.2 Upon loan maturity, borrowers must promptly repay the principal and interest. If further financing is required, borrowers may apply for a one-time extension and renewal, subject to board approval and completion of new procedures.
5.7.3 Upon loan disbursement, loan officers must organize and secure loan-related documents, including loan agreements, promissory notes, debt instruments, collateral documentation, insurance policies, and correspondence. These documents should be arranged client-wise and placed in designated archival bags. The bag should be labeled with the contents and client name, and submitted to the supervisor for inspection. Once approved, the bag should be sealed, stamped with the loan officer's and supervisor's seals at the seams, and stored for safekeeping.
5.7.4 Upon a borrower's failure to make timely principal and interest payments, The Company's financial personnel must initiate collection efforts. Unless there are exceptional circumstances approved by the board, failure to make interest payments for 3 consecutive months shall trigger the legal execution and recovery of pledged collateral or guarantor assets.
5.8 Penalties: for any violation of the Regulations or Operational Procedures by related personnel, the Company’s internal management regulations shall be complied with.
5.9 Procedures for Controlling Capital Loans Made by Subsidiaries to Others: The Company's internal auditors shall periodically review the status of subsidiaries' loans to others and the subsidiaries' adherence to the Procedures of Outward Loans to Others, and prepare an audit report.
5.10 The Company should establish logbooks for loans, detailing the loan recipient, amount, board approval date, loan disbursement date, and matters that should be carefully evaluated according to Section 5.6.
5.11 The Company’s internal auditors shall audit the Operational Procedures for Making Loans for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the Audit Committee in writing of any material violation found.
5.12 When a result of changes of condition the entity for which an loan is made no longer meets the requirements of these Operational Procedures, or the amount of loan exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to all the supervisors, and shall complete the rectification according to the timeframe set out in the plan.
5.13 Public Disclosure of Information
5.13.1 The Company shall announce and report the previous month's balance of loans of itself and its subsidiaries by the 10th day of each month.
5.13.2 The Company whose loan balance reaches one of the following levels shall announce and report the such event within two days commencing immediately from the date of occurrence:
- 5.13.2.1 The outstanding balance of loans made by the Company and its

subsidiaries to others is more than 20% of the Company's most recent net assets according to the financial statements.

5.13.2.2 The balance of loans by the public company and its subsidiaries for a single enterprise reaches 10% or more of the public company's net worth as stated in its latest financial statement.
5.13.2.3 The amount of new loans made by the public company or its subsidiaries reaches NT$10 million or more, and reaches 2% or more of the public company's net worth as stated in its latest financial statement.
5.13.3 The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to 5.13.2.
5.13.4 The Company shall assess the loan situation, make adequate provisions for bad debts, and disclose relevant information appropriately in the financial statements. The Company shall also provide relevant information to the CPA to perform the necessary audit procedures.

6. Supplemental Provisions

6.1 The Operational Procedures for Making Loans to Others are established by the Company, and, after passage by the board of directors, submit the same to the Audit Committee and for approval by the shareholders' meeting. Where there any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinions to the Audit Committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures.
6.2 Where the position of independent director has been created by the Company, when a transaction is required to be submitted for discussion by the board of directors Section 6.1 of Operational Procedures for Making Loans to Others, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board meeting.

[Appendix 4] Operational Procedures for Making Endorsements/Guarantees

Ascent Development Co., Ltd.

Operational Procedures for Making Endorsements/Guarantees

Revised and approved by the regular meeting of shareholders on June 21, 2023

1. Objective

1.1 The Operational Procedures are established pursuant to Article 36-1 of the Securities and Exchange Act and the “Regulations Governing Loaning of Funds and Making Endorsements/Guarantees by Public Companies” (the “Regulations”)

2. Applicable scope:

2.1 Where the Company makes endorsements or guarantees for others, the Operational Procedures shall be complied with. However, if financial-related laws and regulations specify otherwise, such laws and regulations shall be complied with.
2.2 Where any subsidiary of the Company intends to make an endorsement or provide guarantees for others, the Operational Procedures for Making Endorsements/Guarantees of the subsidiary shall be established pursuant to the Regulations and the Company’s Operational Procedures, and submitted to the Company’s board of directors; the same applies to the amendments.
Provided that where the Regulations or the Operational Procedures conflict with the local regulations where the subsidiary operates, the local regulations shall prevail.

3. Definition:

3.1 The subsidiaries and parent companies mentioned in the Operational Procedures shall be defined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
3.2 The Company’s financial reports are prepared pursuant to the International Financial Report Standards; "net worth" in these Operational Procedures means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
3.3 The term "announce and report" as used in these Operational Procedures means the process of entering data to the information reporting website designated by the Financial Supervisory Commission
3.4 “Date of occurrence” in these Operational Procedures means the date of contract signing, date of payment, dates of boards of directors resolutions, or other dates that can confirm the counterparty and monetary amount of the loan of funds or endorsement/guarantee, whichever date is earlier.

4. Accountable unit:

4.1 Finance and Accounting Department: the unit proposing the establishment of amendments to the Operational Procedures, and supervising the implementation thereof.

5. Operational process and description:

5.1 The term "endorsements/guarantees" as used in these Operational Procedures refers to the following:
5.1.1 Financing endorsements/guarantees, including:
- 5.1.1.1 Bill discount financing.
- 5.1.1.2 Endorsements or guarantees made to meet the financing needs of another company.
- 5.1.1.3 Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the company itself.
5.1.2 Customs duty endorsements/guarantees, meaning an endorsement or guarantee for the company itself or another company with respect to customs duty matters.
5.1.3 Other endorsements/guarantees, meaning endorsements or guarantees beyond

the scope of the above two subparagraphs.

5.1.4 Any creation by a public company of a pledge or mortgage on its chattel or real property as security for the loans of another company shall also comply with these Operational Procedures.
5.2 Companies may be provided with endorsements/guarantees:
5.2.1 The Company may make endorsements/guarantees for the following companies: 5.2.1.1 A company with which it does business.
- 5.2.1.2 A company in which the public company, directly and indirectly, holds more than 50% of the voting shares.
- 5.2.1.3 A company that directly and indirectly holds more than 50% of the voting shares in the public company.
5.2.2 Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of 5.2.1.
5.2.3 Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.
5.3 Handling procedures
5.3.1 The Company’s Operational Procedures for Making Endorsements/Guarantees are as below:
- 5.3.1.1 Companies may be provided with endorsements/guarantees: Limited to those who are specified in 5.2 of the operational procedures.
- 5.3.1.2 Evaluation standards for endorsements/guarantees made due to needs arising from business dealings:

The amount of the endorsements/guarantees made by the Company does not exceed the total amount of the transactions made with the Company in the most recent year; the term “total amount of the transactions” refers to the higher between the purchase or sales amount; however, the subsidiary directly or indirectly 100% owned by the Company is not subject to the restriction.

5.3.1.3 Limits for aggregated endorsements/guarantees and to individual entities: (1) Financing endorsements/guarantees, customs duty endorsements/guarantees, and other endorsements/guarantees:
The total amount of the endorsements/guarantees made by the Company must not exceed 50% of the net worth of the Company; the sum of the endorsement/guarantee made by the Company and the subsidiaries must not exceed 50% of the net worth of the Company. The amount of the endorsements/guarantees made by the Company to any single entity must not exceed 50% of the net worth of the Company; the sum of the endorsement/guarantee made by the Company and the subsidiaries to any single entity must not exceed 50% of the net worth of the Company.

This restriction shall not apply to endorsements/guarantees made pursuant to 5.2.2, or between companies in which the Company holds, directly or indirectly, 100% of the voting shares. Provided that the total amount of these endorsements/guarantees shall not exceed

200% of the net worth in the latest financial statement, and the individual amount of these endorsements/guarantees shall not exceed 100% of the net worth in the latest financial statement

(2) Guarantee for construction contracts:

Regarding the guarantee made pursuant to 5.2.3, the total amount of the endorsements/guarantees made by the Company must not exceed 500% of the net worth of the Company; the sum of the endorsements/guarantees made by the Company and the subsidiaries to any single entity must not exceed 500% of the net worth of the Company. The amount of the

endorsements/guarantees made by the Company to any single entity must not exceed 300% of the net worth of the Company; the sum of the endorsements/guarantees made by the Company and the subsidiaries to any single entity must not exceed 300% of the net worth of the Company.

5.3.1.4 Processing procedures for endorsements and guarantees
(1) The applicant completes the “Application Form for
- Endorsement/Guarantee.”
(2) The finance unit of the Company shall evaluate such in detail pursuant to the detailed review procedures, and report the aggregated results. The guaranteed companies may be required to provide the pledge or mortgage on its chattel or real property as security.
(3) Where the Company makes endorsements/guarantees to others, if deemed necessary, the guarantee promissory note with the same amount may be presented and retained by the Company for the purpose of relative guarantee.
(4) Where the endorsement on a guarantee promissory note is to be cancelled due to full repayment of debt, extension or renewal, the guaranteed companies shall send the correspondence to have the original guarantee promissory note to be stamped as “Cancelled” by the clerk in charge and return the note; the incoming correspondence is retained for reference.
(5) The Finance and Accounting Department shall record the cancelled guarantee promissory note to the “memorandum book of endorsements/guarantees” to reduce the accumulated amount of endorsements/guarantees.
5.3.1.5 Detailed review procedures:
(1) Before making an endorsement/guarantee for others, the Company shall carefully evaluate whether the endorsements/guarantees is in compliance with these Regulations and the company's Operational Procedures.
(2) The evaluation items for endorsements/guarantees shall include:
- A. The necessity of and reasonableness of endorsements/guarantees.
- B. Credit status and risk assessment of the entity for which the endorsement/guarantee is made.
- C. The impact on the company's business operations, financial condition, and shareholders' equity.
- D. Whether collateral must be obtained and appraisal of the value thereof.
5.3.1.6 Procedures for controlling and managing endorsements/guarantees by subsidiaries:

The Company’s internal auditors shall understand the endorsements and

guarantees made by the subsidiaries regularly, and audit their compliance with the Operational Procedures for Making of Endorsements/Guarantees periodically, to prepare the audit reports.

5.3.1.7 Procedures for use and custody of corporate chops:
- (1) The Company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees. The chop shall be kept in the custody of a designated person approved by the board of directors and may be used to seal or issue negotiable instruments only in prescribed procedures.
- (2) When making guarantees to foreign companies, the guarantee letter presented by the Company shall be signed by the person(s) authorized by the board of directors.
5.3.1.8 Hierarchy of decision-making authority and delegation thereof:
- (1) Where the Company makes endorsements or guarantees for others, the resolution adopted by the board of directors to approve is required. As time is of the essence, the guarantee within the limit of NT$300 million, may be approved by the chairman of the board, for subsequent submission to and ratification by the next board of directors' meeting.
- (2) Before a subsidiary in which the Company directly and indirectly holds more than 90% of the voting shares provides an endorsement/guarantee according to 5.2.2, it must also submit the matter to the Company’s board of directors for resolution. This restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.
- (3) Where the Company needs to exceed the limits set out in the Operational Procedures to satisfy its business requirements, and where the conditions set out in the Operational Procedures are complied with, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/guarantee. It shall also amend the Operational Procedures accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the company shall adopt a plan to discharge the amount in excess within a given time limit. During the discussion of the board meeting in the preceding paragraph, it shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.
5.3.1.9 Penalties: for any violation of the Regulations or Operational Procedures by related personnel, the Company’s internal management regulations shall be complied with.
5.3.1.10 When making endorsements/guarantees for others, the Company shall take into full consideration the opinions of each independent director; independent directors' opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting.
5.3.2 The Company shall prepare a memorandum book for its endorsement/guarantee activities and record in detail the following information for the record: the entity for which the endorsement/guarantee is made, the amount, the date of passage

by the board of directors or of authorization by the chairman of the board, the date the endorsement/guarantee is made, and the matters to be carefully evaluated under 5.3.1.5.

5.3.3 The Company’s internal auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the Audit Committee in writing of any material violation found.
5.3.4 When a result of changes of condition the entity for which an endorsement/guarantee is made no longer meets the requirements of these Operational Procedures, or the amount of endorsement/guarantee exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to all the supervisors, and shall complete the rectification according to the timeframe set out in the plan.
5.3.5 Where the Company makes an endorsement/guarantee to a subsidiary whose net worth is lower than half of its paid-in capital, the subsidiary shall be requested for the debt repayment plan, and submitted to the board of directors for approval. Afterward, the implementation of the debt repayment plan is reported to the Company’s board meetings regularly.
- In the case of a subsidiary with shares having no par value or a par value other than NT$10, the sum of the share capital plus paid-in capital in excess of par shall be substituted.
5.4 Public Disclosure of Information
5.4.1 The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries by the 10th day of each month.
5.4.2 The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report the such event within two days commencing immediately from the date of occurrence:
- 5.4.2.1 The aggregate balance of endorsements/guarantees by the public company and its subsidiaries reaches 50% or more of the public company's net worth as stated in its latest financial statement.
- 5.4.2.2 The balance of endorsements/guarantees by the public company and its subsidiaries for a single enterprise reaches 20% or more of the public company's net worth as stated in its latest financial statement.
- 5.4.2.3 The balance of endorsements/guarantees by the public company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, carrying value of equity method investment in, and balance of loans to, such enterprise reaches 30% or more of public company's net worth as stated in its latest financial statement.
- 5.4.2.4 The amount of new endorsements/guarantees made by the public company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the public company's net worth as stated in its latest financial statement.
  - The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to 5.4.2.4.
5.4.3 The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose the information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit

procedures.

6. Supplemental Provisions

6.1 The Operational Procedures for Making Endorsements/Guarantees are established by the Company, and, after passage by the board of directors, submit the same to the Audit Committee and for approval by the shareholders' meeting. Where there any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinions to the Audit Committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures.
6.2 When the Operational Procedures for Making Endorsements/Guarantees are submitted for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

[Appendix 5] Directors' Shareholdings

Directors' Shareholdings

The number of shares held by individual and all directors as recorded in the shareholder register as of the book closure date of the shareholders’ meeting (April 29, 2024) is as follows:

Title	Name	No. of Shares Held	Ownership held by the Company
Chairman	Xue Yong Co., Ltd. Representative: Chia-Chi Hou	3,238,000	3.52%
Director	Zu Sheng International Co., Ltd. Representative: Ming-Yu Huang	2,233,000	2.43%
Director	Zu Sheng International Co., Ltd. Representative: Chien- Ting Chen
Director	Yuan-Zhong Co., Ltd. Representative: Hung Hsu	4,083,000	4.44%
Independent Director	Teng-Cheng Liu	0	-
Independent Director	Chieh-Min Liu	0	-
Independent Director	Hung-Mao Tien	0	-
Total		9,554,000	10.39%

Explanation:

The paid-in capital of the Company is NT$920,000,000, and the number of shares issued is 92,000,000 shares.
In accordance with Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, all Directors shall hold a minimum of 7,360,000 shares.

AI assistant

ASCENT — Annual Report 2023

51802_rns_2024-07-16_6a6a5a90-d33a-467a-9981-d2b235d61c2c.pdf

ASCENT DEVELOPMENT CO., LTD.

2023 Annual Report

Table of Contents

Ascent Development Co., Ltd. 2024 Regular Shareholders’ Meeting

Ascent Development Co., Ltd. 2024 Regular Shareholders’ Meeting Meeting Agenda

I. Report Items

II. Matters for Ratification

III. Matters for Discussions

Description:

Proposal 2: Proposed by the board of directors

Description:

Description:

IV. Extemporary Motions

V. Adjournment

Ascent Development Co., Ltd.

To our respectful shareholders,

1. 2023 revenue and expenses

2. 2023 Profitability

[Attachment 2] Audit Committee’s Review Report

[Attachment 3] 2023 Detailed Remunerations of Individual Directors

Ascent Development Co., Ltd. 2023 Detailed Remunerations of Individual Directors

Independent Auditors’ Report

Audit Opinions

Basis for Opinion

Key Audit Matters

Impairment Testing of Investment Using the Equity Method

Descriptions

Audit procedure

Appropriateness of the Vesting Period of Real Estate Sales Revenue

Descriptions

Audit procedure

Other Matters - Audits Conducted by Other Certified Public Accountants

Other Matters - Parent Company Only Financial Statements

Responsibilities of Management Level and Governance Units for the Consolidated Financial Statements

Responsibilities of Auditor to Audit Consolidated Financial Statements

PwC Taiwan

Chun-Yuan Hsiao

Independent Auditors’ Report

To ASCENT DEVELOPMENT CO., LTD.:

Audit Opinions

Basis for Opinion

Key Audit Matters

Impairment Testing of Investment Using the Equity Method

Descriptions

Audit procedure

Investments (Subsidiaries) Using the Equity Method - Appropriateness of the Attribution Period of Real Estate Sales Revenue

Descriptions

Audit procedure

Other Matters - Audits Conducted by Other Certified Public Accountants

Responsibilities of Management Level and Governance Units for the

Parent Company Only Financial Statements

Responsibilities of Auditor to Audit Parent Company Only Financial Statements

[Attachment 5] 2023 Statement of Earning Distribution

Ascent Development Co., Ltd. 2023 Surplus Distribution Table

Ascent Development Co., Ltd.

Ascent Development Co., Ltd.

After Amendment, and Description Thereof

Ascent Development Co., Ltd.

Ascent Development Co., Ltd. Concurrent positions held by the directors in other companies

[Appendix 1] "Articles of Incorporation"

Ascent Development Co., Ltd. Articles of Incorporation

Chapter 2 Shares

Chapter 3 Shareholders’ Meeting

Chapter 4 Directors

Chapter 5 Managers

Chapter 6 Accounting

Chapter 7 Additional Provisions

Ascent Development Co., Ltd. Shareholder’s Meeting Rules of Procedures

Ascent Development Co., Ltd. Procedures of Outward Loans to Others

1. Objective

2. Applicable scope:

3. Definition:

4. Accountable unit:

5. Operational process and description:

6. Supplemental Provisions

Ascent Development Co., Ltd.

Operational Procedures for Making Endorsements/Guarantees

ASCENT Annual Report 2023