Stock Code 1805

2024 ANNUAL SHAREHOLDERS' MEETING MEETING AGENDA

Time | 09:00 a.m. on Friday, May 3, 2024 Venue | 4F, No. 305, Xinhu 1st Road, Neihu District, Taipei City

	Page
Meeting Procedure 1
Meeting Agenda 2
Report Items 3
Ratification 4
Discussion 5
Extraordinary Motions 10

Attachments

I.	2023 Business Report 11
II.	2023 Audit Committee's Review Report 14
III.	Report on the Implementation Status of Sound Operation Plan 15
IV.	Independent Auditors' Report and Financial Statements (Including
	consolidated financial statements) of 2023 16
V.	Comparison Table for Amendments of "Articles of Incorporation" of
	the Company 36
VI.	Name list of offerees subject to the provisions of Subparagraph 3,
	Paragraph 1 of Article 43-6 of the Securities and Exchange Act 37
VII.	Assessment Opinion Report on Necessity and Reasonableness for
	Conducting Private Placement 40
VIII.	Evaluation Information Regarding the Proposed Transactions with
	Related Parties 53
IX.	Details of directors and representatives of juristic person directors
	whose non-competition clauses are intended to be lifted 58

Appendices

I.	Articles of Incorporation(Before Amendment) 61
II.	Rules and Procedures of Shareholders' Meeting 68
III.	Shareholding of Directors 78

Better Life Group Co., Ltd.

Procedure for the 2024 Annual Shareholders' Meeting

I. Call the Meeting to Order
II. Chairperson Remarks
III. Report Items
IV. Ratification
V. Discussion
VI. Extraordinary Motions
VII. Adjournment

Better Life Group Co., Ltd. Meeting Agenda for the 2024 Annual Shareholders' Meeting

Time: 09:00 a.m. on Friday, May 3, 2024

Venue: 4F, No. 305, Xinhu 1st Road, Neihu District, Taipei City

Meeting Type: Physical Shareholders Meeting

Call the Meeting to Order $\mathbf{L}$
II. Chairperson Remarks
III. Report Items
1. 2023Business Report.
1. 2023 Audit Committee's Review Report.
1. Report on the Implementation Status of 2023 Sound Operation Plan.
1. 2023 Report of Private Placement of Common Shares Status.
IV. Ratification
1. 2023 Business Report and Financial Statement.
1. The proposal for 2023 profit or loss appropriation.
V. Discussion
1. To amend the "Articles of Incorporation".
1. For the issuance of common shares by private placement in 2023, the outstanding amount by the date of the shareholders' meeting in 2024 will not be executed.
1. Motion to issue common shares for cash by private placement.
1. Motion to authorize transactions with related parties.
1. Motion to remove non-competition clauses applicable to directors and representatives of juristic person directors.
VI. Extraordinary Motions
VII. Adjournment

Report Items

I. 2023 Business Report. Explanation: The 2023 Business Report is attached as p. 11-13, attachment I.

II. 2023 Audit Committee's Review Report. Explanation: The 2023Audit Committee's Review Report is attached as p. 14, attachment II.

III. Report on the Implementation Status of 2023 Sound Operation Plan.

Explanation: The Implementation Status of 2023 Sound Operation Plan is attached as p.15 attachment III.

IV. Report of 2023 Private Placement of Common Shares Status. Explanation:

The Company approved the issuance of common shares by private placement $(I)$ within the limit of 30 million shares at the Annual Shareholders' Meeting of 2023, which will exceed one year on June 20, 2024.
$(II)$ Report on performance up to the date of this general shareholders' meeting.

【Ratification】

Proposal 1: proposed by the board of directors Cause: 2023 Business Report and Financial Statements.

Explanation:

(I) The Company's 2023 parent company only financial statements and consolidated financial statements have been audited by CPA Pan, Chun-Ming and CPA Chen, Tsung-Che of KPMG Taiwan.
(II) For the business report, the independent auditors' report and the aforesaid financial statements, please refer to attachment I on p. 11-13 and attachment IV on p.16-35 of this handbook.

Resolution:

Proposal 2: proposed by the board of directors Cause: 2023 Profit or Loss Appropriation. Explanation:

Please refer to the Company's 2023 profit or loss appropriation statement as follows:

Better Life Group Co., Ltd. 2023 Profit or Loss Appropriation Statement

	Unit: NTD
Item	Amount
Undistributed earnings on January 1, 2022	(416,217,407)
Effects of retrospective restatements	65,813,065
Net loss for the period	(110,655,435)
Disposal of equity instrument at fair value through other comprehensive income	(2,922,821)
Undistributed earnings at the beginning of the period (December 31, 2022) - after restatement	(463,982,598)
Net loss for the period	(110,115,898)
Reduction in capital to offset losses	300,796,200
Undistributed earnings at the end of the period (December 31, 2023)	(273,302,296)

Board Chairperson: Chung, Hsi-Chi Manager: Lin, Jui-Shan Comptroller: Huang, Wen-Cheng

Resolution:

【Discussion】

Proposal 1:proposed by the board of directors Cause: to amend the "Articles of Incorporation".

Explanation:

(I) In order to align with the policy of director diversity and provide more flexibility for the Company's election of directors, it is proposed to increase the maximum number of directors.
(II) For the comparison table of amendment, please refer to attachment V on p.36 of this handbook.

Resolution:

Proposal 2: proposed by the board of directors

Cause: For the issuance of common shares by private placement in 2023, the outstanding amount by the date of the shareholders' meeting in 2024 will not be executed.

Explanation:

(I) The Company approved the issuance of common shares by private placement within the limit of 30 million shares at the Annual Shareholders' Meeting of 2023, which will exceed one year on June 20, 2024, and the Company has not completed process of such matter to date.
(II) In consideration of the expiration of the processing period, the private placement will not be processed for the unexecuted amounts by the date of the shareholders' meeting in 2024.

Resolution:

Proposal 3: proposed by the board of directors

Cause: proposal to issue common shares for cash by private placement.

Explanation:

(I) In order to conduct the construction projects (including but not limited to land purchase and payment for the construction), engage in acquisitions in related industries (including but not limited to investment in other enterprises), increase the working capital (including but not limited to the capital requirement for the agency business) and improve the financial structure (including but not limited to the repayment of bank loans) for the Company, in the shareholders meeting,the board of directors is proposed to be authorized to conduct a private placement of common shares, within the limit of 50,000,000 shares, with a par value of NT\$10 per share, in accordance with the Company's articles of incorporation or relevant laws and regulations at an appropriate time, and in light of market conditions and the Company's actual capital requirements. Pursuant to Article 43-6 of the Securities and Exchange Act, the private placement will be carried out once or twice within one year of the date of the resolution of the shareholders meeting.
(II) Types of marketable securities to be issued:

The total number of common shares to be issued in the private placement shall not exceed 50,000,000 shares, and the par value of each share is NT\$10.

(III) Basis and reasonableness of the private placement pricing:
1. The actual issue price of the private placement of common share shall not be lower than 80 percent of the theoretical price. The board of directors is proposed to be authorized in the shareholders meeting for deciding the actual date of determination of the price
1. For the theoretical price of the common share in the private placement, it shall be the higher of the following two calculations:
(1) The simple average closing price of the common shares of for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
(2) The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
1. Reasonableness of the pricing:

In addition to the three-year restriction on the transfer of private placement securities and the strict regulations on the qualifications of the offerees stipulated by the Securities and Exchange Act, the criteria for the issuance of private placement securities are set in accordance with the relevant provisions of the "Directions for Public Companies Conducting Private Placements of Securities", and therefore, there is no circumstance that would materially impair the shareholders' rights and interests, and the price setting principle is reasonable.

1. Taking into account the impact of market fluctuations, the price of the private placement of common shares may be lower than the par value of the shares in the future, which is a result of the current regulations and the fact that the shares issued in the private placement are not freely transferable for three years. If the price of the private placement is lower than the par value, it is reasonable as it is affected by market price fluctuations.
1. Effect of private placement on shareholders' equity:
(1) Since the Company still has accumulated losses on its statements, the net value per share is lower than the par value. In addition, taking into account the impact of market fluctuations, there is a possibility that the price of the private placement of common shares may be lower than the par value of the shares in the future, and the difference between the price of the private placement and the par value of the shares will result in an increase in accumulated losses. In the future, the Company will gradually offset the losses by capital reduction, earnings, capital surplus or other statutory means, or handle the matter in other statutory manners depending on the Company's operation and market conditions.
(2) In addition to the aforesaid pricing method which causes the issue price per share of the private placement to be lower than the par value. Based on the Company's expectation, the successful introduction of insiders, related parties or non-related parties in compliance with Article 43-6 of the Securities and Exchange Act, and the selection of specific persons as stipulated in the order of Securities and Futures Commission, Ministry of Finance (91) Tai-Tsai-Cheng-Yii-Tzu No. 0910003455 dated June 13, 2002— will bring direct or indirect resources and obtain new profit opportunities for the Company, which will enable the Company to operate in a sustainable manner and further ensure the interests of all shareholders. Hence, there should be no material adverse impact on the shareholders' equity.
(IV) Method of selecting the offerees:
1. The offerees for the proposed private placement shall be those who meet the requirements (including, but not limited to, insiders, related parties or strategic investors who can directly or indirectly contribute to the Company's future operations and have a certain level of knowledge about the Company) of relevant letters and regulation such as Article 43-6 of the Securities and Exchange Act, the letter of Securities and Futures Commission, Ministry of Finance—(91) Tai Tsai Cheng (1) Tzu no. 0910003455 dated June 13, 2002—

and the "Directions for Public Companies Conducting Private Placements of Securities".

Method and objectives of selecting the offerees

Currently, no specific persons have been decided. The Board chairman is proposed to be authorized by the board of directors to select specific persons from among those who can directly or indirectly benefit the Company's future operations and who meet the requirements of the competent authorities.

1. If the offerees are insiders or related parties of the company
(1) Method and objectives of selecting the offerees: the Company shall select those who can directly or indirectly contribute to the future operation of the Company and have a certain understanding of the Company's operation, thereby, facilitating the future development of the Company's operation
(2) Necessity: In order to improve the Company's profitability, strengthen the financial structure, maintain the Company's sustainable operation, enhance the stability of the operating level and avoid disruption of the Company's normal operation, the Company intends to raise capital from specific persons by way of private placement so as to improve the Company's overall operating quality.
(3) Anticipated benefits: The Company may be able to obtain stable long-term capital through the capital provided by the offerees, reduce its dependence on bank financing to cut interest expenses and make its capital utilization more flexible.
(4) Name list of offerees: Regarding that the offeree is an insider or a related party, please refer to Attachment VI on p. 37-39 of this handbook for the name list of current potential offerees.
1. If any offeree is a strategic investor:
(1) Method and objectives of selecting the offerees: the Company shall select those who can directly or indirectly contribute to the future operation of the Company and have a certain understanding of the Company's operation, thereby, facilitating the future development of the Company's operation
(2) Necessity: In order to enhance the Company's profitability, strengthen its financial structure and maintain sustainable operations, the Company intends to seek strategic investors who can improve the overall operating quality of the Company through their experience, technology, knowledge or channels. Therefore, it is necessary and reasonable to consider strategic investors who will be beneficial to the Company's future business development as the offerees for this private placement; however, no strategic investors have been decided yet.
(3) Anticipated benefits: By introducing strategic investors through the private placement, they can help the Company to obtain low-cost, long-term, and stable capital. In addition, their experience, technology, knowledge or channels can improve the overall operation of the Company, thereby increasing the Company's overall shareholders' equity.
(V) Reasons for the necessity of conducting the private placement
1. Reasons for not using a public offering: In consideration of the timeliness, feasibility and uncertainty of the capital market and in order to effectively reduce the cost of capital, the Company intends to raise capital from specific parties through private placement.
1. Private placement limit: The private placement of common shares shall be conducted with a par value of NT\$10 per share, and within the limit of no more than 50,000,000 shares in total.
1. Use of private placement funds and anticipated benefits:

The private placement will be carried out once or twice within one year of the
date of the resolution of the shareholders meeting.

Number of closings	Use of the funds	Anticipated benefits
	To conduct the construction projects (including	To obtain stable
	but not limited to land purchase and payment	long-term capital through
	for the construction), engage in acquisitions in	the capital provided by
First	related industries (including but not limited to	the offerees, to reduce its
closing -	investment in other enterprises), increase the	dependence on bank
Second	working capital (including but not limited to	financing in order to cut
closing	the capital requirement for the agency	interest expenses, and to
	business) and improve the financial structure	make the capital
	(including but not limited to the repayment of	utilization more flexible.
	bank loans)

(VI) The Company has requested CAPITAL SECURITIES CORP. to issue an assessment opinion on the necessity and reasonableness of the private placement, which is detailed in attachment VII on p. 40–52 of this handbook.
(VII)Rights and obligations of the private placement of common share: The same as the common shares issued by the Company. However, in accordance with the Securities and Exchange Act, the common shares in this private placement may not be re-sold within three years from the delivery date, provided that the circumstances specified in Article 43-8 of the Securities and Exchange Act. Upon three years from the delivery date of the common shares in this private placement and any subsequent allotment, depending on the prevailing conditions, after obtaining the consent letter from the TWSE for meeting the listing criteria, the board of directors will be authorized to decide whether to apply to the competent authorities for public listing and TWSE trading in accordance with relevant regulations.
(VIII)Regarding the terms of the private placement, the planned projects, the progress of capital utilization, the anticipated benefits to be achieved and other unfinished matters, if any modification is required in the future by the competent authorities or due to changes in objective circumstances, the Board of Directors will be proposed to be authorized in the shareholders' meeting to handle such matters in accordance with the provisions of relevant laws and regulations.

Resolution:

Proposal 4: proposed by the board of directors

Cause: Motion to authorize transactions with related parties.

Explanation:
(I) According to Article 15 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" amended based on the Financial Supervisory Commission' official letter on Jin Guan Zheng Fa Zi No. 1110380465 issued on January 28, 2022 and Article 7 of the Company's "Regulations Governing the Acquisition and Disposal of Assets", it is proposed to the shareholders' meeting to authorize the Company to engage in transactions with related parties listed in Explanation (II).
(II) The Company's estimated transaction counterparties who are related parties, the nature of transactions, and estimated transaction amount are as follows. For relevant evaluation information, please refer to Attachment VIII on p. 53-57 of this handbook:

Estimated Transaction Counterparties	Nature	Case	Estimated transaction amount (tax included)
Pucheng Construction Co., Ltd.	Construction project contract	Hwa Ya Project	NT\$1,526,970 thousand

Estimated Transaction Counterparties	Nature	Case	Estimated transaction amount (tax included)
Puyuan Development Co.,Ltd.	Purchase of land held for construction site	Zhongyun Section (Note 1)	Not more than NT\$226,697 thousand

(Note 1) The Company purchased 1/2 land holding of construction land at Lot Nos. 187 and 190, Zhongyun Section, Zhongli District, Taoyuan City and jointly invested with them in the construction of this project.

Estimated Transaction Counterparties	Nature	Case	Projected joint construction allocation conditions
BAO MA ASSET DEVELOPMENT & MANAGEMENT CO., LTD	Joint construction and allocation of housing units contract	Zhengyi Section (Note 2)	Allocation to landowners: 56.67% Allocation to the Company: 43.33%

(Note 2) This project is located in 1th subsection of Zhengyi Section, Zhongshan District, Taipei City. The planned development scope of this case has a base area of approximately 403.23 pings and approximately 15 landowners. Among them, five parcels of land including 706-1 and other (area of approximately 232.02 pings) are owned by the related party, BAO MA ASSET DEVELOPMENT & MANAGEMENT CO., LTD.
(III) Upon the approval of the shareholders' meeting, the Chairman is authorized to sign the contract according to Explanation (II) and to process the relevant follow-up matters within one year from the date of the resolution.

Resolution:

Proposal 5: proposed by the board of directors

Cause: Proposal of lifting the non-competition clauses of directors and representatives of

juristic person directors.

Explanation:

(I) Based on Article 209 of the Company Act, directors who act for themselves or others within the Company's business scope shall explain the major content of their actions to the shareholders' meeting and obtain the approval.
(II) Considering that the current directors may invest in and operate other companies with the same or similar business scope as the Company, which may cause competition. It is proposed that the shareholders' meeting approve to lift the non-compete clause in accordance with Article 209 of the Company Act. Please refer to attachment IX on p. 58-60 of this handbook for the non-compete clause against directors and representatives of juristic person directors.

Resolution:

【Extraordinary Motions】

【Adjournment】

Better Life Group Co., Ltd.

2023 Business Report

I. 2023 Operating Result

(I) 2023 Operating Result

The 2023 consolidated operating revenue of the Company is NT\$145,516 thousand, a decrease of NT\$203,327 thousand from the last year's consolidated operating revenue of NT\$348,843 thousand. The 2023 parent-only operating revenue is NT\$139,621 thousand, a decrease of NT\$178,349 thousand from the last year's parent-only operating revenue of NT\$317,970 thousand.

The 2023 consolidated comprehensive income (loss) for the year is at a loss of NT\$110,235 thousand, and the consolidated net loss for the period is NT\$110,116 thousand, and the loss per share is NT\$1.55.

(II) Budget Implementation Status: Not applicable.
(III) Financial Revenue/Expenditure and Profitability Analysis

The consolidated financial revenue/expenditure and profitability analysis of the Company in the last two years are as follows:

Item	Year	2023	2022 (Restated)
	Net operating income	145,516	348,843
Financial revenue/expenditure	Gross profit	665	1,949
	Net loss for the period	(110,116)	(110,655)
	Return on assets (ROA) (%)	(6.37)	(6.46)
	Return on shareholders' equity (%)	(16.58)	(18.19)
Profitability	Operating income to paid-in capital ratio (%)	(5.18)	(7.27)
	Net income before tax to paid-in capital ratio (%)	(10.40)	(10.48)
	Net profit margin (%)	(75.67)	(31.72)
	Earnings per share (EPS) (NT\$)	(1.55)	(1.58)

Unit: In Thousand New Taiwan Dollars, %

(IV) Research and Development

To thoroughly understand the real estate market, the Company has actively collected various land and real estate market information, in order to plan and design the most quality product and to satisfy consumer demands. In addition, the Company also implements rigorous control on the construction quality, project progress and cost, in order to achieve both profit and quality at the same time.

II. 2024 Business Plan Overview

(I) Operational Directives

The Company will continue to uphold the philosophy of "Commitment, Style, Perfection" and establish professional team with extensive construction experience, in order to achieve the corporation mission of sustainable operation.

(II) Important Production and Sales Policies

"Song Yong" project, located in Xinyi District, Taipei City, is almost finished, it is expected to be completed and handed over in the third quarter of 2024.

"Pauian Pau-Garden" project, located in Songshan District, Taipei City, is currently under construction, it is expected to be completed and handed over in the first half of 2025, and will continue its pre-sale in 2024.

"Yong Jing Park" urban renewal project, located at Zhongshan District, Taipei City, is currently under the review of urban renewal business plan.

"Huaya science park" project, located in Guishan District, Taoyuan City, Currently applying for construction license, it is expected to obtain the construction license and launch the project in 2024..

"Shitan Section" urban renewal project, located at Neihu District, Taipei City, the urban renewal project plan is currently under review.

"Qingpu-Better Life Garden" 1 store units will continue to be sold in 2024.

" Mountain in the Cloud" located at Huacheng area of Xindian District, New Taipei City, will continue to be sold in 2024.

III. Impacts of External Competitive Environment, Legal Environment and Overall Operating Environment on Company's Future Development Strategy:
(I) Future Development Strategy:
- (1) Through in-depth study of individual project characteristics, the Company will focus on the construction quality and after-sale service, in order to improve product differentiation and elaboration, thereby achieving irreplaceability of products.
- (2) Strengthen the Company's brand value and competitiveness, in order to increase profit margin and to achieve maximum profit for the Company.
- (3) Cooperate with the asset revitalization policy of the Company along with the consideration of the industrial development trend, the Company will continue to evaluate the feasibility for investing in green energy industry.
(II) Analysis of Impacts of External Competitive Environment, Legal Environment and Overall Operating Environment:
(1) In response to the government's promotion in urban renewal policy, the Company will continue to actively launch urban renewal projects.
(2) Pay attention to industrial latest news, any changes to regulations and overall political and economic environment, and formulate the most appropriate course of action.
(3) Focus on construction quality, enhance customer service, in order to improve customer satisfaction. In addition, the Company expects to establish quality brand image and provide high quality products in order to achieve win-win situation for both customers and the Company.

Chairman: Chung, Hsi-Chi Managerial Officer: Lin, Jui-Shan Accounting Officer: Huang, Wen-Cheng

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2023 Parent Only and Consolidated Financial Statements (including Balance Sheets, Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows), which have been audited by KPMG Taiwan CPA Jiun-Ming Pan and CPA Tzung-Je Chen, and audit report is hereby issued. The aforementioned Financial Statements,Business Report and Business Report, Financial Statements and Loss Make-up Proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the Audit Committee of the Company. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for review.

To:

Better Life Group Co., Ltd. 2024 Annual General Shareholders' Meeting

Audit Committee

Convener: Huang, Kuo-Shih

March 14, 2024

Better Life Group Co., Ltd.

Description of the Implementation of Sound Operation Plan in 2023

Unit: In Thousand New Taiwan Dollars

Accounting Item	Actual number	Estimated number	%	Analysis of Cause
Operating revenue	145,516		336,405 -56.74%	It is mainly due to the number of remaining houses sold was lower than expected.
Operating costs	144,851		318,142 -54.47%	Same as above
Gross profit	665		18,263 -96.36%	Same as above
Profit margin	0.46%	5.43%	-91.58%	Same as above
Operating expenses	52,584	53,262	-1.27%	Omit
Expense ratio	36.14%	15.83%	128.24%	It is mainly due to the number of remaining houses sold was lower than expected, the amount of operating revenue becomes smaller.
Net operating profit (loss)	(51,919)	(34,999)	48.34%	Due to the influence of the above factors.
Operating profit ratio	-35.68%	-10.40%	242.94%	Due to the influence of the above factors.
Non-operating income	30,531		10,225 198.59%	It is mainly due to recognition of revenue from after-sales services of Mountain in the Cloud ,and Investment properties at fair value adjustment benefit.
Non-operating expenses	82,762		19,458 325.34%	It is mainly due to recognition of financial asset valuation losses (Falcon Machine Tools Co., Ltd.), and losses recognized because Project development stopped.
Net profit (loss) before income tax	(104,150)	(44,232)	135.46%	Due to impact of all of the aforementioned reasons
Income tax expense	5,966		8,625 -30.83%	It is mainly due to the number of remaining houses sold was lower than expected, land value-added tax has also been reduced.
Net income after tax	(110,116)	(52,857)	108.33%	Due to impact of all of the aforementioned reasons
Net interest rate	-75.67%	-15.71%	381.61%	Due to impact of all of the aforementioned reasons

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Audit procedures

The audit procedures we have implemented for the specific aspects described in the above-mentioned key audit matters include: Obtained the assessment data of the net realizable value of the Company's inventories and randomly examined the contracts related to property sold, referred to the latest property prices registered with the Ministry of the Interior or obtained the information on transactions of nearby property to evaluate the net realizable value of the property held for sale and the land for construction. In addition, for the net realizable value of the property under construction, obtained and randomly examined the Company's return of investment analysis, compared it with the market conditions, and obtained appraisal reports, if necessary, to evaluate whether the net realizable value of inventories was appropriate.

II. Investment property

On March 16, 2023, the Board of Directors of Better Life Group Co., LTD. resolved to change the measurement of investment property from the cost model to the fair value model from January 1, 2023, and make adjustment to affected items with retrospective application of accounting policies.

For the accounting policies related to the fair value valuation of investment property, please refer to Note 4(9) to the parent company only financial statements and Note (12) Reasons and effects of accounting change. Please refer to Note 5 of the parent company only financial statements for the accounting estimates and assumption uncertainties of the investment properties at fair value; please refer to Note 6(8) of the parent company only financial statements for details of investment property.

Description:

The investment property of the Better Life Group Co., LTD. is an important asset in its operation, and its amount accounts for 12% of the total assets; its accounting treatment is in accordance with the provisions of IAS 40, the initial recognition is measured at cost, and the fair value model is adopted for the subsequent measurement, and the fair value changes are recognized in current profit or loss. The Better Life Group Co., LTD. used the recommendations of the external property appraiser's report as the basis for evaluating the fair value of the investment property, the nearby market conditions quoted in the appraisal report, and the rent of the investment property provided by the Better Life Group Co., LTD. based on the valuation process. The relevant financial information will involve significant judgment and estimation uncertainty. If the assessment of changes in fair value is not appropriate, it may cause misstatement in the financial statements. Therefore, the fair value valuation of the investment property is the important evaluation matters in the audit of the consolidated financial statements of the Better Life Group Co., Ltd.. Audit procedures

Evaluating the professionalism, objectivity and experience of the real estate appraiser commissioned by Better Life Group Co., LTD, to be responsible for the fair value measurement.

Review the reasonableness of the significant assumptions adopted in the valuation report, check the lease agreement and compare with relevant market information to assess whether the future cash flow, revenue and discount rate are handled in accordance with the regulations.
Check the appraisal report with the relevant accounting records to confirm the correctness of the accounting treatment.

Responsibilities of the management and the governing bodies for the parent company only financial statements

The responsibilities of the management are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.

The Company's governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditor's responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors' report. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Untruthful expressions might have been caused by frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.

We have utilized our professional judgment and professional doubt when performing the audit work in accordance with the auditing standards of the Republic of China. We also performed the following tasks:

1. Identified and assessed the risks of material misstatement arising from fraud or error within the parent company only financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
1. Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
1. Evaluated the adequacy of accounting policies adopted by the management and the legitimacy of accounting estimates and related disclosures made.
1. Concluded on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Conclusions made by the CPAs are based on the audit findings obtained as of the date of audit report. However, future events or conditions may cause the Company to cease to continue as a going concern.
1. Evaluated the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately present the relevant transactions and events.
1. Obtained sufficient and appropriate audit evidence concerning the financial information of investees using the equity method, to express an opinion on the parent company only financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion about the Company.

The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).

We also provided the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Company's parent company only financial statements for the year ended December 31, 2023. We have clearly indicated such matters in the auditors' report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

KPMG Taiwan

PAN JIUN MING CPA: CHEN TZUNG JE

Competent Security Authority Approval Document No. March 14, 2024

Jin-Guan-Zheng-Shen-Zi #1110333933 : $Join-Guan-Zheng-Shen-Zi #1000011652$

Notes to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors' audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and parent company only financial statements, the Chinese version shall prevail.

(English Translation of Balance Sheets Originally Issued in Chinese) Better Life Group Co., Ltd.

Balance Sheets

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

					2022.12.31		2022.1.1
			2023.12.31		(Restated)		(Restated)
	Assets		Amount	%	Amount	%	Amount	%
	Current assets:
1100	Cash and cash equivalents (Note $6(1)$ )	S	160,449	11	53,148	$\overline{4}$	34,481	$\overline{2}$
1150	Notes receivable, net (Notes 6(4) and (18))		452		5,490		394
1170	Accounts receivable, net (Notes 6(4) and (18))				171		43,050	3
1320	Inventories (for construction industry) (Notes $6(5)$ , 7, 8, and 9)		607,350	40	599,528	44	836,516	55
1410	Prepayments (Notes $6(6)$ , 7, and 9)		30,081	2	67,141	5	61,716	4
1424	Excess business tax paid		17,147	1	17,595	1	20,996	1
1476	Other financial assets - current (Note 8)		129,041	9	55,424	$\overline{4}$	29,063	$\overline{2}$
1478	Construction deposits paid (Notes 7 and 9)		219,082	14	223,305	16	219,817	14
1480	Incremental cost of obtaining contracts - current (Note 7)		41,212	3	39,244	3	15,472	1
			1,204,814	80	1,061,046	77	1,261,505	82
	Non-current assets:
1510	Financial assets at fair value through profit or loss - non-		73,343	5	87,780	6
	current
	(Note $6(2)$ , $(21)$ and 8)
1517	Financial assets at fair value through other comprehensive		19,718	$\mathbf{1}$	19,718	$\mathbf{1}$	17,944	2
	income - non-current
	(Note $6(3)$ and $(21)$ )
1550	Investments using the equity method (Note $6(7)$ )		30,485	$\overline{2}$	57,200	$\overline{4}$	53,686	4
1600	Property, plant and equipment (Notes 6(8) and 7)		3,006		4,056		196
1755	Right-of-use assets (Note $6(10)$ )		7,458		10,590	1	13,549	$\mathbf{1}$
1760	Net investment property (Notes $6(9)$ and 8)		177,140	12	159,840	11	174,450	11
1780	Intangible assets		21		107		163
1980	Other financial assets - non-current (Note 7)		1,317	$\overline{\phantom{a}}$	1,617	$\overline{\phantom{a}}$	1,154	$\overline{\phantom{a}}$
			312,488	20	340,908	23	261,142	18
	Total assets	S	1,517,302	100	1.401.954	100	1.522.647	100

(English Translation of Balance Sheets Originally Issued in Chinese) Better Life Group Co., Ltd.

Balance Sheets (Continued)

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

					2022.12.31		2022.1.1
			2023.12.31		(Restated)		(Restated)
	Liabilities and equity		Amount	%	Amount	%	Amount	%
	Current liabilities:
2100	Short-term borrowings (Note $6(11)$ and 8)	S	90,000	6	315,782	23	423,053	28
2130	Contract liabilities - current (Notes 6(18) and 9)		226,922	15	90,290	6	48,776	3
2150	Notes payable (Note 7)		9,507	$\mathbf{1}$	6,561		6,100
2170	Accounts payable (Note 7)		24,649	$\overline{2}$	43,217	3	32,142	$\overline{2}$
2200	Other payables		7,876	$\mathbf{1}$	9,746	1	7,870	1
2280	Lease liabilities - current (Notes $6(14)$ and 7)		2,661		3,094		2,919
2321	Corporate bonds subject to redemption or exercise of sell- back rights within one year or one business cycle (Note 6(13)		293,819	19
2322	Long-term borrowings due within one year or one operating cycle (Notes $6(12)$ and 8)		2,000		2,000
2399	Other current liabilities - other (Note 9)		10,728		13,944		26,928	2
			668,162	45	484,634	34	547,788	36
	Non-current liabilities:
2530	Corporate bonds payable (Note 6 (13))				284,786	20	276,030	18
2540	Long-term borrowings (Notes 6(12) and 8)		43,000	3	45,000	3
2570	Deferred income tax liability (Note 6 (15))		27,104	$\overline{2}$	25,591	$\overline{2}$	25,591	$\overline{2}$
2580	Lease liabilities - non-current (Notes 6 (14) and 7)		5,002		7,674	-1	11,100	1
	Total liabilities		743,268	50	847,685	60	860,509	57
	Equity (Note $6(16)$ ):
3110	Common stock		1,001,858	66	1,002,654	72	1,002,654	66
3200	Capital surplus		52,097	3	22,097	$\overline{2}$	21,938	$\mathbf{1}$
3310	Legal reserve		4,320		4,320		4,320
3350	Undistributed earnings (or deficit to be compensated)		(273, 304)	(18)	(463,984)	(33)	(350, 406)	(23)
3400	Other equity interests		(10, 937)	(1)	(10, 818)	(1)	(16,368)	(1)
	Total equity		774,034	50	554,269	40	662,138	43
	Total liabilities and equity	S	1,517,302	100	1,401,954	100	1,522,647	100

(Please refer to the notes to parent company only financial statements)

Chairman: Chung, Hsi-Chi

Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

(English Translation of Statements of Comprehensive Income Originally Issued in Chinese)

Better Life Group Co., Ltd.

Statements of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

		2023		2022 (Restated)
		Amount	%	Amount	%
4000	Operating income (Note 6(18))	\$ 139,621	100	317,970	100
5000	Operating costs (Notes 6 (5) and 7)	137,635	99	327,783	103
	Gross profit(loss)	1.986	$\mathbf{1}$	(9.813)	(3)
6000	Operating expenses (Notes 6 (14) and 7):
6100	Selling expenses	11,493	8	26.585	8
6200	General and administrative expenses	42.648	31	40,663	13
		54,141	39	67,248	21
	Net operating loss	(52, 155)	(38)	(77,061)	(24)
	Non-operating income and expenses (Note 6(14), (20), 7 and 9):
7100	Interest income	5,928	$\overline{4}$	3,667	1
7010	Other income	21,026	15	5,051	2
7020	Other gains and losses	(60, 328)	(43)	(22,957)	(7)
7050	Financial costs	(18,917)	(14)	(17,221)	(5)
7070	Share of profit or loss of subsidiaries, associates, and joint ventures
	recognized using equity method	296		3.397	-1
	(Note $13$ ) Total non-operating income and expenses	(51,995)	(38)	(28,063)	(8)
7900	Net loss before tax	(104, 150)	(76)	(105, 124)	(32)
7950	Less: Income tax expenses (Note 6(15)	5,966	$\overline{4}$	5,531	$\sqrt{2}$
8200	Net loss for the period	(110, 116)	(80)	(110, 655)	(34)
8300	Other comprehensive income (Note 6(16)):
8310	Items that will not be reclassified subsequently to profit or loss
8316	Unrealized gains or losses on equity instrument investments at fair value			2,510	1
	through other comprehensive income
8349	Less: Income tax related to items not reclassified
	Total items that will not be reclassified subsequently to profit or			2.510
	loss
8360	Items that may subsequently be reclassified to profit or loss
8380	Share of other comprehensive income of subsidiaries, associates, and	(119)		117
	joint ventures recognized using equity method - items that may be
	reclassified to profit or loss
8399	Less: Income tax related to items that may be reclassified to profit or loss
	Total items that may subsequently be reclassified to profit or loss	(119)		117
8300	Other comprehensive income for the current period	(119)	$\bar{a}$	2.627	$\overline{1}$
	Total comprehensive income for the current period	(110.235)	(80)	(108.028)	(33)
	Loss per share (Note $6(17)$ )
9750	Basic loss per share (NTD)		(1.55)		(1.58)
9850	Diluted loss per share (NTD)		(1.55)		(1.58)

(Please refer to the notes to parent company only financial statements)

Chairman: Chung, Hsi-Chi

Manager: Lin, Jui-Shan

Accounting Manager: Huang, Wen-Cheng

(English Translation of Statements of Changes in Equity Originally Issued in Chinese) Better Life Group Co., Ltd.

Statements of Changes in Equity

January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

						Other equity items
	Share capital		Retained earnings		difference on Exchange	(loss) on financial Unrealized gain
					translation of financial	assets at fair value through other
				Undistributed	statements of	comprehensive
	Common stock	Capital surplus	Legal reserve	earnings	foreign operations	income	Total equity
Balance on January 1, 2022	1,002,654	21,938	4,320	(416,218)	$\overline{1}$	(16,382)	596,326
Effects of retrospective restatements				65,812			65,812
Equity at beginning of period after adjustments	.002.654	21.938	4.320	(350, 406)	4	(16,382)	662,138
Net loss for the period				(110, 655)			110,655)
Other comprehensive income for the current period					$\frac{7}{1}$	2.510	2,627
Total comprehensive income for the current period				110.655)	117	2,510	108,028
Changes in other capital surplus		159					159
Disposal of equity instrument at fair value through other comprehensive				(2.923)		2.923
income
Balance on December 31, 2022 after restatement	,002,654	22,097	4,320	(463,984)	131	(10,949)	554,269
Net loss for the period				(110, 116)			110,116)
Other comprehensive income for the current period					(119)		(119)
Total comprehensive income for the current period				(110.116)	$\frac{1}{1}$		(10, 235)
Capital increase by cash	300,000	30,000					330,000
Reduction in capital to offset losses	300,796)			300.796
Balance as of December 31, 2023	001.858	52.097	4.320	(273.304)		(10.949)	774,034

Accounting Manager: Huang, Wen-Cheng (Please refer to the notes to parent company only financial statements) Manager: Lin, Jui-Shan

Chairman: Chung, Hsi-Chi

(English Translation of Statements of Cash Flows Originally Issued in Chinese)

Better Life Group Co., Ltd.

Statements of Cash Flows

January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

	2023	2022 (Restated)
Cash flow from operating activities:
Net loss before tax for the current period	\$ (104, 150)	(105, 124)
Adjustments:
Income and expenses
Depreciation expense	4,182	4,263
Amortization expense	86	140
Net loss on financial assets and liabilities at fair value through profit or loss	14,437	6,930
Interest expense	18,917	17,221
Interest income	(5,928)	(3,667)
Dividend income	(1,294)	(294)
Share of profit of subsidiaries, associates, and joint ventures recognized using equity	(296)	(3, 397)
method
Loss (gain) on fair value adjustment of investment property	(2,615)	16,027
Other losses	48,509
Total income and expenses	75,998	37,223
Changes in assets/liabilities related to operating activities:
Net change in assets related to operating activities:
Financial assets at fair value through profit or loss		(94,710)
Notes receivable	5,038	(5,096)
Accounts receivable	171	42,879
Inventories	(3,602)	240,022
Prepayments	(11,001)	(2,024)
Other financial assets	(72,110)	(29, 845)
Construction deposits paid	4,223	(3,488)
Incremental cost of obtaining contracts	(1,968)	(23, 772)
Total net change in assets related to operating activities	(79, 249)	123,966
Net change in liabilities related to operating activities:
Contract liabilities	136,632	41,514
Notes payable	2,946	461
Accounts payable	(18, 568)	11,075
Other payables	(1,873)	1,979
Non-current liabilities	(3,216)	(12,984)
Total net change in liabilities related to operating activities	115,921	42,045
Total net change in assets and liabilities related to operating activities	36,672	166,011
Total adjustments	112,670	203,234
Cash inflow from operations	8,520	98,110
Interest received	5,928	3,667
Dividend received	1,294	294
Interest paid	(14,101)	(11,602)
Income tax paid	(4, 453)	(5,531)
Net cash flows generated from (used in) operating activities	(2,812)	84,938

(English Translation of Statements of Cash Flows Originally Issued in Chinese) Better Life Group Co., Ltd. Statements of Cash Flows (Continued) January 1 to December 31, 2023 and 2022

Unit: NTD thousands

		2022
	2023	(Restated)
Cash flow from investing activities:
Financial assets (payment returned due to capital reduction) at fair value through other		736
comprehensive income - non-current
Acquisition of investment using the equity method	(3,108)
Refunds from capital reduction of the invested company under the equity method	30,000
Acquisition of property, plant and equipment		(4,910)
Guarantee deposits paid	300	(463)
Acquisition of intangible assets		(84)
Acquisition of investment property	(14,685)	(1, 417)
Other financial assets	(1,507)	3,484
Net cash inflows (outflows) from investing activities	11.000	(2,654)
Cash flow from financing activities:
Decrease in short-term borrowings	(225, 782)	(107, 271)
New long-term borrowings		47,000
Repayment of long-term borrowings	(2,000)
Lease principal repaid	(3,105)	(3,505)
Capital increase by cash	330,000
Other financing activities		159
Net cash inflows (outflows) from financing activities	99,113	(63, 617)
Increase in cash and cash equivalents in the current period	107,301	18,667
Balance of cash and cash equivalents at the beginning of the period	53,148	34,481
Balance of cash and cash equivalents at the end of the period	160.449	53,148

(Please refer to the notes to parent company only financial statements)

Chairman: Chung, Hsi-Chi

Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

Independent Auditors' Report

To Better Life Group Co., Ltd.,

Audit opinion

We have audited the accompanying financial statements of Better Life Group Co., LTD. and the subsidiaries (Better Life Group), which comprise the consolidated balance sheet as of December 31, 2023 and 2022, and the consolidated income statement, the consolidated statement of changes in equity and the consolidated statement of cash flows for the years then ended, as well as the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Better Life Group as of December 31, 2023 and 2022, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

Basis for the audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. We explain further our responsibility under the standards in the section concerning the auditor's responsibility in the audit of consolidated financial statements. The personnel in our firm, subject to independence requirements, maintains independence from Better Life Group and fulfills other responsibilities in accordance with the Norm of Professional Ethics for Certified Public Accountant and under the norms. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key audit matters

Key audit matters are the matters of most significance based on our professional judgement and audits of Better Life Group's consolidated financial statements for 2023. These matters have been dealt with in the audit of the consolidated financial statements as a whole and during the process of forming the audit opinion. Hence, we do not issue opinions separately on such matters. Key audit matters of the parent company only financial statements of the Company are stated as follows: L Inventory valuation

Please refer to Note $4(8)$ to the consolidated financial statements for the accounting policy of inventory valuation. Please refer to Note 5 to the consolidated financial statements for the uncertainties in relation to the accounting estimates and assumptions of inventory valuation and to Note $6(5)$ to the consolidated financial statements for inventory details. Description:

Inventory is an important operating asset for Better Life Group, accounting for approximately 39% of the total assets. Inventory valuation is based on International Financial Reporting Standards No. 2. The net realizable value of Better Life Group's inventory is based on future selling prices and construction costs estimated by management and subject to the influence of the political and economic environments. Inappropriate estimates of the net realizable value will result in a misstatement of financial reports. Hence, the testing of inventory valuation was one of the significant assessments for our audits of Better Life Group's consolidated financial statements.

Audit procedures

Our main inspection procedures on the above key audit matter include the acquisition of Better Life Group's data for estimates of the net realizable value of inventory, sampling of such data to check against the contracts sold, reference to the Ministry of Interior's most recently published actual transaction prices of real estate or the transaction prices in the same proximity so as to evaluate the net realizable value of properties available for sale and land for construction. To assess whether the net realizable value of buildings under construction is reasonable, we sampled and inspected the return-on-investment analysis by the company, compared the return-on-investment data and market prices and, where necessary, obtained the appraisal reports.

II. Investment property

On March 16, 2023, the Board of Directors of Better Life Group resolved to change the measurement of investment property from the cost model to the fair value model from January 1, 2023, and make adjustment to affected items with retrospective application of accounting policies.

For the accounting policies related to the fair value valuation of investment property, please refer to Note 4(9) to the consolidated financial statements and Note (20) Reasons and effects of accounting change. Please refer to Note 5 of the consolidated financial statements for the accounting estimates and assumption uncertainties of the investment properties at fair value; please refer to Note 6(8) of the consolidated financial statements for details of investment property.

Description:

The investment property of the Better Life Group is an important asset in its operation, and its amount accounts for about 12% of the total assets; its accounting treatment is in accordance with the provisions of IAS 40, the initial recognition is measured at cost, and the fair value model is adopted for the subsequent measurement. The fair value changes are recognized in the current profit or loss. The Better Life Group used the recommendations of the external property appraiser's report as the basis for evaluating the fair value of the investment property, the nearby market conditions quoted in the appraisal report, and the rent of the investment property provided by the Better Life Group based on the valuation process. The relevant financial information will involve significant judgment and estimation uncertainty. If the assessment of changes in fair value is not appropriate, it may cause misstatements in the financial statements. Therefore, the fair value valuation of the investment property is one of the important evaluation matters in the audit of the consolidated financial statements of the Better Life Group. Audit procedures

Evaluating the professionalism, objectivity and experience of the real estate appraiser commissioned by Better Life Group to be responsible for the fair value measurement.
Review the reasonableness of the significant assumptions adopted in the valuation report, check the lease agreement and compare with relevant market information to assess whether the future cash flow, revenue and discount rate are handled in accordance with the regulations.
Check the appraisal report with the relevant accounting records to confirm the correctness of the accounting treatment.

Other matters

Better Life Group's has produced its consolidated financial statements for 2023 and 2022 and for which we have issued an audit report and an unqualified opinion.

Responsibility of management and those charged with governance for consolidated financial statements

Management is responsible for the preparation of consolidated financial statements for fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission. Management is also responsible for the maintenance of necessary internal control in relation to the preparation of consolidated financial statements, to ensure no material misstatement in consolidated financial statements due to frauds or errors.

When preparing the consolidated financial statements, management is also responsible for the assessment of Better Life Group's ability to continue as a going concern, disclosure of relevant matters and the adoption of the going concern basis of accounting unless management either intends to liquidate Better Life Group or cease operations or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) in Better Life Group are responsible for overseeing the financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Untruthful expressions might have been caused by frauds or errors. Misstatements are considered material if used individually or in aggregate. They could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

1. Identify and assess the risks of material misstatement of the consolidated financial statements 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. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
1. Obtain a necessary understanding of internal control relevant to the audit in order to design audit procedures appropriate to the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Better Life Group's internal control
1. Evaluated the adequacy of accounting policies adopted by the management and the legitimacy of accounting estimates and related disclosures made.
1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Better Life Group's ability to continue as a going concern. If we conclude that a material uncertainty exists with such events or conditions, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inappropriate, to modify our opinion. Conclusions made by the CPAs are based on the audit findings obtained as of the date of audit report. However, future events or conditions may render Better Life Group unable to continue as a going concern.
1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the notes, and whether the consolidated financial statements fairly represent the underlying transactions and events.
1. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities 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 and for the forming of our audit opinion.

We determined the key audit matters for Better Life Group's 2023 consolidated financial statements based on our communication with those charged with governance. We have clearly indicated such matters in the auditors' report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

KPMG Taiwan

Competent Security

Authority Approval

Document No. March 14, 2024

PAN JIUN MING $CPA$ : CHEN TZUNG JE

: Jin-Guan-Zheng-Shen-Zi #1110333933 Jin-Guan-Zheng-Shen-Zi #1000011652

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditor's audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and uesd in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries

Consolidated Balance Sheet

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

					2022.12.31		2022.1.1
			2023.12.31		(Restated)		(Restated)
	Assets		Amount	%	Amount	$\%$	Amount	%
	Current assets:
1100	Cash and cash equivalents (Note $6(1)$ )	S	175,674	11	94,705	$\tau$	58,289	4
1150	Notes receivable, net (Notes 6(4) and (17))		452		6,038		5,760
1170	Accounts receivable, net (Notes 6(4) and (17))		38		656		58,156	4
1320	Inventories (for construction industry) (Notes $6(5)$ , 7, 8, and 9)		607,350	39	599,528	42	836,516	54
1410	Prepayments (Notes $6(6)$ , 7, and 9)		31,348	2	67,141	5	61,716	4
1424	Excess business tax paid		20,767	1	21,445	$\overline{2}$	25,470	2
1476	Other financial assets - current (Note 8)		129,171	8	56,798	4	29,281	$\overline{c}$
1478	Construction deposits paid (Notes 7 and 9)		219,082	15	223,305	16	219,817	14
1480	Incremental cost of obtaining contracts - current (Note 7)		41,212	3	33,850	$\overline{2}$	12,069	1
1482	Costs to fulfill contracts, current		8,500		8.787		2.957
			1,233,594	80	1,112,253	79	1,310,031	85
	Non-current assets:
1510	Financial assets measured at fair value through profit or loss - non-current (Notes 6		73,343	5	87,780	6
	$(2)$ and $(20)$ and $8)$
1517	Financial assets measured at fair value through other comprehensive income - non-		19,718	$\mathbf{1}$	19,718	$\mathbf{1}$	17,944	$\mathbf{1}$
	current (Notes $6(3)$ and $(20)$ )
1600	Property, plant and equipment (Notes 6(7) and 7)		10,357	1	13,417	1	11,266	$\mathbf{1}$
1755	Right-of-use assets (Note $6(9)$ )		21,621	1	28,625	$\overline{2}$	34,877	$\overline{c}$
1760	Investment properties (Notes 6 (8) and 8)		177,140	12	159,840	11	174,450	11
1780	Intangible assets		21		107		163
1980	Other financial assets - non-current (Note 7)		1.938		2.244		1.775
			304,138	20	311,731	21	240,475	15
	Total assets		1.537.732	100	1,423,984	100	1,550,506	100

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese) Better Life Group Co., LTD. and the Subsidiaries

Consolidated balance sheet (continued)

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

				2022.12.31		2022.1.1
		2023.12.31		(Restated)		(Restated)
	Liabilities and equity	Amount	$\%$	Amount	$\%$	Amount	%
	Current liabilities:
2100	Short-term borrowings (Notes $6(10)$ and 8)	\$ 90,000	6	315,782	23	423,053	28
2130	Contract liabilities – current (Notes $6(17)$ and 9)	233,922	15	97,290	$\tau$	52,776	3
2150	Notes payable (Note 7)	9,507	1	6,561	٠	6,100
2170	Accounts payable (Note 7)	19,091	$\mathbf{1}$	35,433	$\overline{2}$	25,801	2
2200	Other payables	8,947	$\mathbf{1}$	10,250	$\mathbf{1}$	13,923	$\mathbf{1}$
2280	Lease liabilities - current (Notes $6(13)$ and 7)	6,038		6,728		5,957
2305	Other financial liabilities - current	613		711		829
2321	Corporate bonds subject to redemption or exercise of sell-back rights within one year or one business cycle (Note $6(12)$ )	293,819	20
2322	Long-term borrowings due within one year or one operating cycle (Notes $6(11)$ ) and 8)	2,000		2,000
2399	Other current liabilities - other (Note 9)	12,246	$\mathbf{1}$	15,451	1	27,408	2
		676,183	45	490,206	34	555,847	36
	Non-current liabilities:
2530	Corporate bonds payable (Note 6 (12))			284,786	21	276,030	18
2540	Long-term borrowings (Notes $6(11)$ and 8)	43,000	3	45,000	3
2570	Deferred income tax liability (Note 6 (14))	27,104	$\overline{c}$	25,591	$\sqrt{2}$	25,591	$\overline{2}$
2580	Lease liabilities - non-current (Notes 6(13) and 7)	17,411	1	24,132	$\overline{2}$	30,900	2
		87,515	6	379,509	28	332,521	22
	Total liabilities	763,698	51	869,715	62	888,368	58
	Equity attributable to owners of the parent (Note $6(3)$ and $(15)$ )
3110	Common stock	1,001,858	65	1,002,654	70	1,002,654	65
3200	Capital surplus	52,097	3	22,097	$\overline{2}$	21,938	-1
3310	Legal reserve	4,320	ä,	4,320		4,320	ä,
3350	Undistributed earnings (or deficit to be compensated)	(273, 304)	(18)	(463,984)	(33)	(350, 406)	(23)
3400	Other equity interests	(10, 937)	(1)	(10, 818)	(1)	(16, 368)	(1)
	Total equity	774,034	49	554,269	38	662,138	42
	Total liabilities and equity	1.537.732	100	1,423,984	100	1,550,506	100

(Please refer to the notes to the consolidated financial statements.)

Chairman: Chung, Hsi-Chi

Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

English Translation of Consolidated Statements of Comprehensive Income Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

			2023		2022 (Restated)
			Amount	$\overline{\frac{96}{5}}$	Amount	$\overline{\%}$
4000	Operating income (Note 6 (17))	$\mathbb{S}$	145,516	100	348,843	100
5000	Operating costs (Notes 6 (5) and 7)		144,851	100	346,894	99
	Gross profit		665	$\overline{\phantom{a}}$	1.949	$\mathbf{1}$
6000	Operating expenses (Notes 6 (13) and 7):
6100	Selling expenses		6.722	5	31.633	9
6200	General and administrative expenses		45,862	32	43,648	13
6450	Expected credit impairment gain (Note 6 (4))			$\overline{a}$	(409)	$\overline{a}$
			52,584	37	74,872	22
6900	Operating losses		(51, 919)	(37)	(72, 923) (21)
	Non-operating Income and expenses (Notes 6 (13), (19), 7 and 9):
7100	Interest income		6.040	5	3.707	1
7010	Other income		21,821	15	5,346	$\overline{2}$
7020	Other gains and losses		(60, 276)	(41)	(22,957)	(7)
7050	Financial costs		(19, 816)	(14)	(18, 297)	(5)
	Total non-operating income and expenses		(52, 231)	(35)	(32,201)	(9)
7900	Net loss before tax		(104, 150)	(72)	(105, 124)	(30)
7950	Less: income taxes (Note $6(14)$ )		5,966	4	5,531	2
8200 8300	Net loss for the period Other comprehensive income (Note 6 (15))		(110, 116)	(76)	(110, 655)	(32)

8310	Items that will not be reclassified subsequently to profit or loss
8316	Unrealized gains or losses on equity instrument investments at fair value through other comprehensive income				2.510	$\mathbf{1}$
8349	Less: Income tax related to items not reclassified
	Total items that will not be reclassified subsequently to profit or loss		$\overline{a}$	$\overline{a}$	2,510	$\mathbf{1}$
8360	Items that may subsequently be reclassified to profit or loss
8361	Exchange difference on translation of financial statements of foreign operations		(119)		117
8399	Less: Income tax related to items that may be reclassified to profit or loss
	Total items that may subsequently be reclassified to profit or loss		(119)	$\overline{\phantom{a}}$	117
8300	Other comprehensive income for the current period Total comprehensive income for the current period		(119) (110, 235)	(76)	2,627 (108, 028)	1 (31)
	Net loss attributable to:
8610	Owners of the parent		(110.116)	(76)	(110.655)	(32)
	Other comprehensive income attributable to:
8710	Owners of the parent Loss per share (Note $6(16)$ )		(110.235)	(76)	(108.028)	(31)
9750	Basic loss per share (NTD)			(1.55)		(1.58)
9850	Diluted loss per share (NTD)			(1.55)		(1.58)

(Please refer to the notes to the consolidated financial statements.)

Chairman: Chung, Hsi-Chi

Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

(English Translation of Consolidated Statements of Changes in Equity Originally Issued in Chinese) Better Life Group Co., LTD. and the Subsidiaries

Consolidated Statement of Changes in Equity January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

	Equity attributable to owners of the parent
			Other equity items
	Retained earnings	differences in Exchange	Unrealized gain (loss) on financial assets at	Equity
Legal reserve	Undistributed	translation of	fair value through	attributable to
Capital surplus	earnings	foreign financial statements	other comprehensive income	owners of the parent	Total equity
4,320 21,938	(416,218)		(16,382)	596,326	596,326
	65,812			65,812	65,812
4,320 21.938	(350, 406)	$\frac{1}{4}$	(16,382)	662.138	662,138
	(110, 655)			(110, 655)	(110, 655)
			2,510	2,627	2,627
	110,655)	$\frac{7}{1}$	2,510	108,028)	108,028)
159				159	159
	(2,923)		2,923

4,320 22,097	(463,984)	$\sim$	(10,949)	554,269	554,269
	110,116)			110, 116	(110, 116)
		(119)		(119)	(119)
	110.116	(119)		110,235)	110,235)
30,000				330,000	330,000
	300,796
4,320 52.097	(273, 304)		(10.949)	774,034	774,034

Disposal of equity instrument at fair value through other Other comprehensive income for the current period
Total comprehensive income for the current period Other comprehensive income for the current period
Total comprehensive income for the current period Balance on December 31, 2022 after restatement Equity at beginning of period after adjustments
Net loss for the period Effects of retrospective restatements Reduction in capital to offset losses
Balance as of December 31, 2023 Changes in other capital surplus Balance on January 1, 2022 comprehensive income Capital increase by cash Net loss for the period

(Please refer to the notes to the consolidated financial statements.) Manager: Lin, Jui-Shan

Chairman: Chung, Hsi-Chi

Accounting Manager: Huang, Wen-Cheng

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese)
Better Life Group Co., LTD. and the Subsidiaries

Consolidated Statement of Cash Flows

January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

		(Restated)
Cash flow from operating activities:
^\$ Net loss before tax for the current period Adjustments:	(104, 150)	(105, 124)
Income and expenses
Depreciation expense	9,611	9,703
Amortization expense	86	140
Expected credit impairment gain		(409)
Net loss on financial assets and liabilities at fair value through profit or loss	14,437	6,930
Interest expense	19,816	18,297
Interest income	(6,040)	(3,707)
Dividend income	(1,294)	(294)
Loss (gain) on fair value adjustment of investment property	(2,615)	16,027
Other losses	48,509
Total income and expenses	82,510	46,687
Changes in assets/liabilities related to operating activities:
Net change in assets related to operating activities:
Financial assets at fair value through profit or loss		(94,710)
Notes receivable	5,586	(278)
Accounts receivable	618	57,910
Inventories	(3,602)	240,022
Prepayments	(12,038)	(1,400)
Construction deposits paid	4,223	(3,488)
Other financial assets	(70, 869)	(30,998)
Incremental cost of obtaining contracts	(7, 362)	(21, 781)
Costs to fulfill contracts	287	(5,830)
Total net change in assets related to operating activities	(83, 157)	139,447
Net change in liabilities related to operating activities:
Contract liabilities	136,632	44,514
Notes payable	2,946	461
Accounts payable	(16,330)	9,622
Other payables	(1,297)	(3,573)
Non-current liabilities	(3,203)	(11,960)
Other financial liabilities	(86) 118,662	(129) 38,935
Total net change in liabilities related to operating activities Total net change in assets and liabilities related to operating activities	35,505	178,382
	118,015	225,069
Total adjustments Cash inflow from operations	13,865	119,945
Interest received	6,040	3,707
Dividend received	1,294	294
Interest paid	(15,000)	(12,678)
Income tax paid	(4, 453)	(5, 531)
Net cash inflow from operating activities	1,746	105,737

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese) Better Life Group Co., LTD. and the Subsidiaries Consolidated statement of cash flows (continued)

January 1 to December 31, 2023 and 2022

Unit: NTD thousands

		2022
	2023	(Restated)
Cash flow from investing activities:
Financial assets (payment returned due to capital reduction) at fair value through other		736
comprehensive income - non-current
Acquisition of property, plant and equipment		(4,910)
Guarantee deposits paid	299	(464)
Acquisition of intangible assets		(84)
Acquisition of investment property	(14,685)	(1, 417)
Other financial assets	(1,507)	3,484
Net cash outflow from investment activities	(15,893)	(2,655)
Cash flow from financing activities:
Decrease in short-term borrowings	(225, 782)	(107, 271)
New long-term borrowings		47,000
Repayment of long-term borrowings	(2,000)
Lease principal repaid	(7,079)	(6, 565)
Capital increase by cash	330,000
Other financing activities		159
Net cash inflows (outflows) from financing activities	95,139	(66, 677)
Effect of exchange rate changes on cash and cash equivalents	(23)	11
Increase in cash and cash equivalents in the current period	80,969	36,416
Balance of cash and cash equivalents at the beginning of the period	94,705	58,289
Balance of cash and cash equivalents at the end of the period	175.674	94.705

(Please refer to the notes to the consolidated financial statements.)

Chairman: Chung, Hsi-Chi

Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

Better Life Group Co., Ltd.

Comparison Table for Amendments of "Articles of Incorporation" of the Company

Provision After Amendment	Provision Before Amendment	Reason of Amendment
Article 17: The Company shall have seven to eleven director, and the candidates nomination system is adopted. The directors shall be elected by the shareholders' meeting from the candidate roster. The nomination method shall be handled according to Article 192-1 of the Company Act. The term of office of directors shall be three years, and the directors may be eligible for re-elections. In case where no election of new directors is effected after the expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. (hereafter omitted)	Article 17: The Company shall have seven to nine director, and the candidates nomination system is adopted. The directors shall be elected by the shareholders' meeting from the candidate roster. The nomination method shall be handled according to Article 192-1 of the Company Act. The term of office of directors shall be three years, and the directors may be eligible for re-elections. In case where no election of new directors is effected after the expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. (hereafter omitted)	In order to comply with the director diversity policy and make the company more flexible in selecting directors, the upper limit of director seats has been increased.
Article 33: These Article of Incorporation were duly enacted on May 2, 1978(omitted), the 39th amendment was made on June 30, 2022, and the 40th amendment was made on May 3, 2024,. These Articles of Incorporation shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.	Article 33: These Article of Incorporation were duly enacted on May 2, 1978(omitted), and the 39th amendment was made on June 30, 2022. These Articles of Incorporation shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.	Newly added the amendment number and date.

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It is expected that on March 14, 2024, the board of directors of Better Life Group Co., Ltd. (hereinafter referred to as Better Life Group or the Company) will resolve to conduct a private placement of common shares within the limit of 50,000,000 shares. The private placement shall not be processed until it is approved in the shareholders' meeting on May 3, 2024, and the board of directors is authorized to conduct the private placement once or twice within one year from the date of the shareholders' meeting.

According to the Company's 2023 preliminary financial statements to be submitted to the board of directors for approval, its loss to be compensated was \$273,304 thousand, and its net loss after tax was \$110,116 thousand. Therefore, it has met the requirements of the third point of "Directions for Public Companies Conducting Private Placements of Securities"

"A public company with a net profit and no accumulated loss for the most recent fiscal year shall use the public offering method to issue securities, except in any of the following circumstances in which a private placement may be conducted: (hereafter omitted)"

In addition, according to point 4 of "Directions for Public Companies Conducting Private Placements of Securities" and referring to the proposal of the Board of Directors' Meeting on March 14, 2024, the Company issued 100,185,780 shares, and the resolution is for a private placement of common shares within the total number of shares not exceeding 50,000,000 shares. It is estimated that if all the shares are issued, they will represent 33.29% of the Company's share capital after the private placement; since the possibility of a change in managerial control cannot be excluded in the future, it is necessary to request the securities underwriter to provide an assessment opinion on the necessity and reasonableness of the private placement.

The content of this opinion shall be used exclusively as a reference basis for Better Life Group's shareholders meeting to resolve its private placement on 3 May, 2024, and shall not be intended for other purposes. The contents of this opinion are based on the proposal of the Board of Directors of the Company dated March 14, 2024 and the financial information provided by the Company. Hence, we hereby disclaim any liability for any future changes to the contents of this opinion due to changes in the private placement plan or other circumstances.

I. Company Profile

Better Life Group was established on June 30, 1978 and its shares were listed and traded on October 20, 1989. its principal business is to contract construction companies to build public housing projects and commercial buildings for lease out and sales. Its paid-in capital was NT\$1,001,857,800 up to December 31, 2023. The Company's condensed financial information for the last three years is as follows:

Balance Sheets

			UME IN THUABANA INUWITATIVAN DUNATO
Year/Item	2021	2022	2023 Q3
Current assets	1,310,031	1,112,253	1,130,571
Non-current assets:	149,072	236,355	293,313
Total assets	1,459,103	1,348,608	1,423,884
Current liabilities	555,847	490,206	828,084
Non-current liabilities	306,930	353,918	87,899
Total liabilities	862,777	844,124	915,983
Capital	1,002,654	1,002,654	701,858
Capital surplus	21,938	22,097	22,097
Retained earnings	(411, 898)	(509, 449)	(205, 269)
Other equity interests	(16,368)	(10, 818)	(10, 785)
Total equity	596,326	504,484	507,901
Net value per share(dollar)	5.95	5.03	7.24

Unit: In Thousand New Taiwan Dollars

Data source: The consolidated financial statements audited or reviewed by CPAs in each year.

			Unit: In Thousand New Taiwan Dollars
Year/Item	2021	2022	2023 Q3
Operating revenue	185,474	348,843	144,028
Gross profit	31,983	1,949	986
Gross profit	17.24%	$0.56\%$	0.68%
Operating profit(loss)	(33,902)	(72, 923)	(37,992)
Operating profit ratio	$(18.28)\%$	$(20.90)\%$	$(26.38)\%$
Non-operating income and expenses	1,347	(16, 174)	(3,956)
Net profit (loss) attributable to owners of the parent	(33,677)	(94, 628)	(46, 401)
Earnings(loss) per share( $\$ )	(0.34)	(0.94)	(0.66)

Statements of Comprehensive Income

Data source: The consolidated financial statements audited or reviewed by CPAs in each year.

II. Underwriter's assessment opinion

Better Life Group proposed to hold a board meeting on March 14, 2024 and expects to conduct a private placement of common shares within 50,000,000 shares in total, the proceeds of which will be used to carry out the construction projects (including but not limited to land purchase and payment for the construction), engage in acquisitions in related industries (including but not limited to investment in other enterprises), increase the working capital (including but not limited to the capital requirement for the agency business) and improve the financial structure (including but not limited to the repayment of bank loans). In accordance with the proposal of the board of directors' meeting on March 14, 2024, the offerees for the private placement are insiders, related parties or specific persons who meet the conditions set by the competent authorities. However, up to the date of this opinion report, the Company has not selected any investors for the private placement.

The underwriter's assessment of the necessity and reasonableness of the Company's private placement of securities is as follows.

(I) Assessment of lawfulness
1. Article 3 of the "Directions for Public Companies Conducting Private Placements of Securities"

The Company's 2023 preliminary financial statements to be submitted to the board of directors for approval indicate a loss to be compensated of \$273,304 thousand and a net loss after tax of \$110,116 thousand. Therefore, the Company is not subject to the restriction of Article 3 of the "Directions for Public Companies Conducting Private Placements of Securities" that " A public company with a net profit and no accumulated deficit for the most recent fiscal year shall not use private placement to issue securities,".

The provisions of price of private placement and theoretical price stipulated in subparagraphs 1 and 2, paragraph 1, article 4 of the "Directions for Public Companies" Conducting Private Placements of Securities"

Pursuant to subparagraph 1, paragraph 1, article 4 of "Directions for Public Companies" Conducting Private Placements of Securities," "Where the company is a TWSE listed or TPEx listed company or an emerging stock company, if the price per share of the privately placed common shares is lower than 80 percent of the reference price, or if the issuance price of the preferred shares, convertible corporate bonds, preferred shares with warrants, corporate bonds with warrants, or employee stock warrants is lower than 80 percent of the theoretical price, state the independent expert's opinion on the basis and reasonableness of the pricing on the meeting notice, to serve as a reference for the shareholders to decide whether to agree." In addition, according to subparagraph 2, paragraph 1 of the article 4, "If the offeree is an insider or a related party of the Company, the price per share of the private placement shall not be less than 80% of the reference price." According to the proposal of the board of directors' meeting held on March 14, 2024, the issue price of this private placement is intended to be no less than 80% of the reference price or theoretical price, and has been submitted to the board of directors' meeting for discussion. Hence it should comply with the relevant laws and regulations.

The provisions of offerees stipulated in subparagraphs 2, paragraph 1, article 4 of the "Directions for Public Companies Conducting Private Placements of Securities"

According to subparagraph 2, paragraph 1, article 4 of "Directions for Public Companies" Conducting Private Placements of Securities," If the offerees are insiders or related parties of the company, the list of offerees, method and objectives of selecting the offerees, and the relationship between the offerees and the company shall be fully discussed at a meeting of the board of directors and stated in the notice to convene the shareholders' meeting, failing which no such person may subscribe afterwards. If any

offeree is a strategic investor, the method and objectives of selecting the offeree, the necessity for that selection, and the anticipated benefits shall be fully discussed at a meeting of the board of directors and stated in the notice to convene the shareholders' meeting. This private placement will be fully discussed in the board of directors' meeting and will be stated in the causes of the annual shareholders meeting on May 3, 2024, so that Therefore, there are no apprehension of violating the relevant laws and regulations.

(II) Current status of Better Life Group
1. profit status

Better Life Group's main products and services are real estate construction and trading. In recent years, the company has been conservative and has launched few projects, and consequently has operated at a loss in the last three years.

			Unit: In Thousand New Taiwan Dollars
Year/Item	2021	2022	2023 Q3
Operating revenue	185,474	348,843	144,028
Gross profit	31,983	1,949	986
Gross profit	17.24%	0.56%	0.68%
Operating profit(loss)	(33,902)	(72,923)	(37,992)
Operating profit ratio	(18.28)%	(20.90)%	(26.38)%
Non-operating income and expenses	1,347	(16,174)	(3,956)
Net profit (loss) attributable to owners of the parent	(33,677)	(94,628)	(46,401)
Earnings(loss) per share(\$)	(0.34)	(0.94)	(0.66)

Data source: The consolidated financial statements audited or reviewed by CPAs in each year.

Major financial ratios

Item Year	2021	2022	2023 Q3
Debt ratio(%)	59.13	62.59	64.33
Current ratio(%)	235.68	226.90	136.53
Quick ratio(%)	69.50	86.52	60.45
Cash flow ratio(%)	(11.00)	21.57	7.94
Cash Flow Adequacy Ratio	(255.25)	(262.35)	319.33
Cash re-investment ratio	(6.71)	12.17	10.81

Data source: 2021 and 2022 from Market Observation Post System;

2023 Q3 from the Company calculates on its own.

According to the Company's 2023 Q3 financial statements reviewed by CPAs, the Company's main liabilities were bank loans of \$365,292 thousand and corporate bonds payable of \$300,000 thousand (Balance of outstanding corporate bonds)with interest rates ranging from 2.19% to 3.08%.In recent years, cash flow from operating activities has been negative, and therefore the related ratios such as cash flows have also been negative.

The funds raised from the private placement that the Company expects to conduct in 2023 will be used to carry out the construction projects (including but not limited to land purchase and payment for the construction), engage in acquisitions in related industries (including but not limited to investment in other enterprises), increase the working capital (including but not limited to the capital requirement for the agency business) and improve the financial structure (including but not limited to the repayment of bank loans). Therefore, the private placement is expected to enhance the Company's profitability, improve its financial structure and strengthen its competitiveness, and it's reasonable to believe that a positive benefit to shareholders' equity will be generated.

(III) Assessment of the necessity and reasonableness of the private placement of common shares

Necessity assessment

Due to the impact of the relatively few projects, Better Life Group continued to have operational losses from 2020 to 2023. In order to actively improve the operational quality, the fund raised in this private placement is intended to be used to carry out the construction projects (including but not limited to land purchase and payment for the construction), engage in acquisitions in related industries (including but not limited to investment in other enterprises), increase the working capital (including but not limited to the capital requirement for the agency business) and improve the financial structure (including but not limited to the repayment of bank loans) After assessing the Company's operations, debt ratio and cash flows for the past three years, there is still room for improvement. Therefore, the Company's private placement of common share is expected to be effective in improving the Company's corporate structure and shareholders' equity, and thus this private placement of securities is necessary.

1. Reasonableness assessment
(1) Reasonableness of the type of securities to be privately placed

Better Life Group is intending to conduct a private placement of common shares within the limit of 50,000,000 shares, which is a common type of marketable securities issuance and thus is considered reasonable.

This private placement is proposed to be submitted by the Board of Directors on March 14, 2024 for approval by the Shareholders' Meeting on May 3, 2024, and the Board of Directors may be authorized by the shareholders' meeting to carry out the private placement once or twice within one year. If the maximum dilution ratio after the issuance of all 50,000,000 common shares in the private placement is 33.29%, the issue price shall be at least 80% of the reference price. After the assessment, the pricing is considered to be in line with market practice. Therefore, there is still no material adverse impact on shareholders' equity.

(2) Reasonableness of the anticipated benefits of private placement

Better Life Group's proposed private placement is limited to a total of 50,000,000 shares of common stock, which will be used to carry out the construction projects (including but not limited to land purchase and payment for the construction), engage in acquisitions in related industries (including but not limited to investment in other enterprises), increase the working capital (including but not limited to the capital requirement for the agency business) and improve the financial structure (including but not limited to the repayment of bank loans), thereby, having positive impacts on shareholders' equity. The anticipated benefits are described below:

If all securities are issued in the future, the Company may be able to obtain stable long-term capital, reduce its dependence on bank financing to cut interest expenses and make its capital utilization more flexible.

After reviewing the terms of the private placement, the use of funds and the benefits of the private placement as reported by the board of directors in its proposal on March 14, 2024, no material irregularities were found. Therefore, the private placement is expected to have a positive effect on the Company's finance and shareholders' equity. Consequently, it is reasonable to expect that the private placement can save interest costs, increase the Company's profitability and enhance shareholders' equity.

Selection of offerees and assessment of possibilities

The Offerees of this private placement are selected based on the specific persons in compliance with Article 43-6 of the Securities and Exchange Act and the Financial Supervisory Commission's Order—(91) Tai Tsai Cheng Yi i Tzu No. 0910003455. Currently, no specific person has been selected.

(1) If the offerees are insiders or related parties

If the offeree is an insider or a related party, the tentative list, selection method and purpose, and its feasibility and necessity are described as follows.

A. Selection method and purpose of the Offerees

If the offerees are insiders or related parties, they will be selected based on their ability to contribute directly or indirectly to the Company's future operations and their understanding of the Company. The tentative list includes the following parties.

Potential offerees	Relations with the company
Pucheng Construction Co., Ltd.	Related party
Puquan Advertising Co., Ltd.	Insider
Puxu Advertising Co., Ltd.	Related party
Puyuan Advertising Co., Ltd.	Related party
Puyuan Construction Co., Ltd.	Related party
Pu Chang Construction Co., Ltd.	Related party
Yung Hsin Construction Co., Ltd.	Related party
Pu Meng Investment Co., Ltd.	Related party
Pu Kuan Investment Co., Ltd.	Related party
Pu Ying Investment Co., Ltd.	Related party
Pu An Investment Co., Ltd.	Related party
Sant Law International Co., Ltd	Related party
Pu Jui Investment Co., Ltd.	Related party
Pu Chia Investment Co., Ltd.	Related party
Pu Cheng Investment Co., Ltd.	Related party
Li, Chung-Shu	Related party
Lin, Jui-Shan	Insider
Chen,Chun-Liang	Insider
Noon Glory Management & Trading Co., Ltd.	Insider
Chunxin Construction Co., Ltd.	Related party
Liao, Wan-Long	Insider
Chang, Chun-Kuei	Insider
Liao, Jia-Ling	Related party
Liao, Chun-Sheng	Related party
Liao, Yu-Hsin	Related party
Zhou, Chun-Yu	Related party

Data source: provided by the company

Potential offerees	Top 10 shareholders' names	Shareholding	Relations with the company
Pucheng Construction Co., Ltd.	Puquan Advertising Co., Ltd.	100%	Insider
	Pu Meng Investment Co., Ltd.	19.96%	Related party
	Chun Fu Investment Co., Ltd.	12.39%	None
	Pu Jui Investment Co., Ltd.	11.09%	Related party
	Yang Che Investment Co., Ltd.	8.42%	None
Puquan Advertising Co., Ltd.	Pu Kuan Investment Co., Ltd.	11.38%	Related party
	Ho Chung Investment Co., Ltd.	6.12%	None
	Pu Ying Investment Co., Ltd.	10.45%	Related party
	Pu Guan Investment Co., Ltd.	3.71%	None
	Ching Hsiang Investment Co., Ltd.	4.61%	None
	Pu Ching Investment Co., Ltd.	2.88%	None
Puxu Advertising Co., Ltd.	Puquan Advertising Co., Ltd.	100%	Insider
Puyuan Advertising Co., Ltd.	Puquan Advertising Co., Ltd.	100%	Insider
	Puquan Advertising Co., Ltd.	30.40%	Insider
	Pu Meng Investment Co., Ltd.	15.20%	Related party
Puyuan Construction Co., Ltd.	Pu Kuan Investment Co., Ltd.	15.20%	Related party
	Pu Chia Investment Co., Ltd.	18.00%	Related party
	Pu Jui Investment Co., Ltd.	18.00%	Related party
	Pu Ying Investment Co., Ltd.	3.20%	Related party
	Pu Meng Investment Co., Ltd.	18%	Related party
	Pu Kuan Investment Co., Ltd.	19%	Related party
Pu Chang Construction Co., Ltd.	Pu Ying Investment Co., Ltd. Yang Che Investment Co., Ltd.	18% 17%	Related party None
	Pu An Investment Co., Ltd.	18%	Related party
	Li, Yun-Yun	10%	Related party
	Pu Ying Investment Co., Ltd.	19.00%	Related party
	Pu Meng Investment Co., Ltd.	19.00%	Related party
Yung Hsin Construction Co.,	Yang Che Investment Co., Ltd.	19.00%	None
Ltd.	Pu Jui Investment Co., Ltd.	19.00%	Related party
	Pu Chia Investment Co., Ltd.	19.00%	Related party
	Pu Kuan Investment Co., Ltd.	5.00%	Related party
Pu Meng Investment Co., Ltd.	Li, Chung-Shu	80.00%	Related party
	Lin, Wan-Lin	20.00%	Related party
	Pu Meng Investment Co., Ltd.	15.00%	Related party
Pu Kuan Investment Co., Ltd.	Li, Chung-Shu	80.00%	Related party
	Pu Ying Investment Co., Ltd.	5.00%	Related party
Pu Ying Investment Co., Ltd.	Li, Chung-Shu	90.00%	Related party
	Yuan, Mei-Hui	10.00%	None
Pu An Investment Co., Ltd.	Li, Chung-Shu	60.00%	Related party
Sant Law International Co., Ltd	Li, Yun-Yun Yung Hsin Construction Co., Ltd.	40.00% 100%	Related party Related party
Pu Jui Investment Co., Ltd.	Lin, Jui-Shan	100%	Insider
Pu Chia Investment Co., Ltd.	Huang,Tzu-Min	100%	Insider
Pu Cheng Investment Co., Ltd.	Chen,Chun-Liang	100%	Insider
Noon Glory Management & Trading Co., Ltd.	Golden Plus Co., Ltd.	100%	Related party
Chunxin Construction Co., Ltd.	Golden Plus Co., Ltd.	100%	Related party

B. If the offeree is a juristic person, names of the top ten shareholders, their shareholding ratio, and the relationship with the company are as follows:

Data source: provided by the company

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6LQFHWKH&RPSDQ\VWLOOKDVDFFXPXODWHGORVVHVRQLWVVWDWHPHQWVWKHQHWYDOXHSHU VKDUH LV ORZHU WKDQ WKH SDU YDOXH ,Q DGGLWLRQ WDNLQJ LQWR DFFRXQW WKH LPSDFW RI PDUNHW IOXFWXDWLRQVWKHUHLVD SRVVLELOLW\WKDWWKH SULFH RIWKH SULYDWH SODFHPHQW RI FRPPRQVKDUHVPD\EHORZHUWKDQWKHSDUYDOXHRIWKHVKDUHVLQWKHIXWXUHDQGWKH difference between the price of the private placement and the par value of the shares will result in an increase in accumulated losses. In the future, the Company will gradually offset the losses by capital reduction, earnings, capital surplus or other statutory means, or handle the matter in other statutory manners depending on the Company's operation and market conditions. Therefore, the private placement has no material adverse effect on the shareholders' equity of the Company yet.

After comprehensively considering various factors such as the Company's future long-term development and compliance with legal restrictions on fund raising, the private placement of Better Life Group's common shares is assessed to be beneficial to shareholders' equity, as it can obtain long-term stable capital and improve the financial structure for the Company. In addition, considering the profitability of the Company and the uncertainty and timeliness of raising capital by public offering, it is necessary and reasonable for the Company to conduct a private placement of marketable securities.

On the other hand, reviewing the information of the board of directors' meeting prepared by the Company, the issuance procedures, the content of discussion of the proposal, the basis for setting the price of the private placement, and the selection method of the specific persons are all in compliance with the Securities and Exchange Act and relevant laws and regulations. Hence there are no significant abnormalities yet.

Independence Statement

I. We were entrusted by Better Life Group to provide a securities underwriter's opinion report on the necessity and reasonableness of the private placement of securities in 2024, and we prepared such opinion report with independent spirit.
II. For the purpose to provide the said opinion, we hereby declare that we are not engaged in any of the following matters.
Where either party and its parent company, and all of the subsidiaries of its parent $(I)$ company, aggregately hold 10 percent or more of the total shares of the other party.
Where either party and its subsidiaries appoint more than half of the directors of the $(II)$ other party.
$(III)$ Where the board chairperson or president of either party is the spouse or a relative within the second degree or closer of the board chairperson or president of the other party.
$(IV)$ Where 20 percent or more of the total number of shares of either party is held by the same shareholder.
Where half or more of the directors or supervisors of either party are the same as the $(V)$ directors or supervisors of the other party; the spouses, children, and relatives within the second degree or closer of the said persons count as "the same".
$(VI)$ Where either party and related parties hold a total of 50 percent or more of the total issued shares of the other party.
(VII) Where the two parties, according to the relevant laws or regulations, must apply for combination, or have filed with the Fair Trade Commission for combination and have not had the combination prohibited thereby.
(VIII) Where, under the regulations of other laws or in actuality, either party directly or indirectly controls the personnel, financial, or business affairs of the other party.
III. In order to present the necessity and reasonableness of the private placement of securities, I prepared the expert assessment opinion with a spirit of independence.

Declarant: Capital Securities Co., Ltd.

Delegate: Chou, Hsiu-Chen

Date: March 13, 2024

Evaluation Form for Construction Project Contract to be Signed with the Related Party

According to paragraph 1 of Article 15 of the Standards for the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the items to be evaluated are as follows:

I. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets: 1. The purpose and necessity of the acquisition or disposal of assets:

To meet the construction needs of construction project, it is proposed to issue the construction contracts.

Expected benefits:

Effectively control the quality and the progress of the project, and make sales and obtain profits.

II. The reason for choosing the related party as a transaction counterparty:

"Pucheng Construction Co., Ltd.," the counterparty of this planned transaction, is a construction company affiliated to Pauian Construction Group. It has rich experience in contracted construction projects and excellent construction quality and construction schedule control. Previously, it also handled the construction of the Company's projects of "Song Yong" and "Pauian Pau-Garden." It is planned to invite Pucheng Construction Co., Ltd. to participate in bidding or quotation process for outsourcing of the Company's Hwa Ya project. After carrying out the Company's internal control procedures related to the construction project contract award, if its conditions are the most preferable, the Company will sign a construction project contract with it.

III. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 16 and 17:

The project is a construction project contract, so it is not applicable.

IV. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counter party's relationship to the company and the related party:

The project is a construction project contract, so it is not applicable.

V. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization:
1. The Company's cash income and expenditure forecast matrix for the next fiscal year, as attached
1. The necessity of the transaction and the rationality assessment of the use of funds: It is necessary to issue a contract for the construction project of the Company. The payment for the contracted works will be made according to the project progress and budget, and the use of funds shall be reasonable.
VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in accordance with preceding Article:

N/A.

VII. Restrictive covenants and other important stipulations associated with the transaction: N/A.

Evaluation Form for the Proposed Acquisition of Property from the Related Party

Property intended to be acquired from the related party: Lot Nos. 187 and 190, Zhongyun Section, Zhongli District, Taoyuan City (1/2 land holding)

According to paragraph 1 of Article 15 of the Standards for the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the items to be evaluated are listed as follows:

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets: $\mathbf{I}$ .
1. The purpose and necessity of the acquisition or disposal of assets:

To increase the number of construction projects and maximize development profits, it is necessary to propose the purchase of construction land from related parties for development.

Expected benefits:

After acquiring the construction land, the Company will proceed with planning, building, and selling the construction project to realize development profits.

The reason for choosing the related party as a transaction counterparty: $II.$ After acquiring the construction land, it is intended to jointly invest and build the construction project with the related party, Pauian Development Co., Ltd.
III. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 16 and 17:
In accordance with Article 16, CPAs were engaged to issue the "Fairness Opinion on the Price of Property Acquired from the Related Party" regarding this transaction.
The provisions of Article 17 do not apply.

The targeted property in this transaction was acquired by a related party from the Taoyuan City Government on July 26, 2023 for an amount of NT\$445,767 thousand (1/2 land holding is about NT\$222,884 thousand). The counterparty is not a related party of the Company or its related party, Pauian Development Co., Ltd.

$V_{\cdot}$ Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization:
1. The Company's cash income and expenditure forecast matrix for the next fiscal year, as attached.
1. The necessity of the transaction and the rationality of the use of funds:

To increase the number of construction projects and maximize development profits, it is necessary to propose the purchase of construction land from related parties for development.

The Company can obtain reasonable development profit from investing in this project. After the resolution by the shareholders' meeting, the Company will sign the contract and pay the consideration for the purchased land accordingly. Therefore, the use of funds is deemed reasonable.

VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in accordance with preceding Article:

The required appraisal report, issued by a professional appraiser, has been obtained in accordance with the provisions.

VII. Restrictive covenants and other important stipulations associated with the transaction: $N/A$ .

Evaluation Form for Joint Construction Contracts to be Signed with the Related Party

Property intended to be acquired from the related party: Five parcels of land, including Lot No. 706-1 and other, located in 1th subsection, Zhengyi Section, Zhongshan District, Taipei City, with a total area of 232.02 pings.

According to paragraph 1 of Article 15 of the Standards for the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the items to be evaluated are listed as follows:

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets: $\mathbf{I}$ .
1. The purpose and necessity of the acquisition or disposal of assets: To increase the number of construction projects and maximize development profits, it is necessary to propose the joint construction contract signed with the related party.
1. Expected benefits: After signing the joint construction contract, the Company will proceed with planning, building, and selling the construction project to realize development profits.
The reason for choosing the related party as a transaction counterparty: $II.$ The related party, BAO MA ASSET DEVELOPMENT & MANAGEMENT CO., LTD, Ltd., is the landowner of the development project.
III. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Articles 16 and 17: $N/A$
IV. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counter party's relationship to the company and the related party:

$N/A$ .

V. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization:
1. The Company's cash income and expenditure forecast matrix for the next fiscal year, as attached.
1. The necessity of the transaction and the rationality of the use of funds:

To increase the number of construction projects and maximize development profits, it is necessary to propose the joint construction contract signed with the related party. The Company can obtain reasonable development profit from investing in this project. After the resolution by the shareholders' meeting, the Company will sign the joint construction contract and make relevant payments accordingly. Therefore, the use of funds is deemed reasonable.

VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in accordance with preceding Article:

The required appraisal report, issued by a professional appraiser, has been obtained in accordance with the provisions.

VII. Restrictive covenants and other important stipulations associated with the transaction: $N/A$ .

Better Life Group Co., Ltd. Monthly cash flow forecasts for the next year Unit: In Thousand New Taiwan Dollars

Month Item/	2024/3	2024/4	2024/5	2024/6	2024/7	2024/8	2024/9	2024/10	2024/11	2024/12	2025/01	2025/02
Cash balance of the previous period	128,998	82,313	99,259	11,616	95,757	593,076	629,774	323,989	367,231	359,861	354,198	323,447
Add: Revenue	50	18,852	7,050	93,612	513,772	45,769	50	50,000	50	100	550	45,000
Less: Expense	46,735	1,906	94,693	9,471	16,453	9,071	305,835	6,758	7,420	5,763	31,301	32,772
Cash balance of the current period	82,313	99,259	11,616	95,757	593,076	629,774	323,989	367,231	359,861	354,198	323,447	335,675

Title	me Na	Positions held concurrently
		man of Chunli Construction Co., Ltd. Chair
		man of Chuen Bao Trading Co., Ltd. Chair
Director	Wan-Long ment Co., Ltd. Representative: Liao, Mei Invest Nien	ment Co., Ltd. Manage Asset Supervisor of Chun Rong
		Agritech Co., Ltd. Supervisor of Chun Son
		ment Co., Ltd. Manage & ment Asset Develop Ma Supervisor of Bao
	& Trading Co., Ltd. ment Manage Glory Noon	man of Chunxin Construction Co., Ltd. Chair
Director	Kuei Representative: Chang, Chun-	ment Co., Ltd. Manage Asset man of Chun Rong Chair
Director	Advertising Co., Ltd. Representative: Li, Chung-Shu Puquan
Director	Advertising Co., Ltd. Representative: Lin, Jui-Shan Puquan	Go to next page
Director	Yu Advertising Co., Ltd. Representative: Su, Li- Puquan
Independent director	Kuo-Shih Huang,	NC. Medical, I Independent Director of Carilex

Details of directors and representatives of juristic person directors whose non-competition clauses are intended to be lifted

	Co				Positions held concurrently
	which positions are held concurrently mpanies in		Director			Supervisor
		Lin, Jui-Shan	Li, Chung-Shu	Su, Li-Yu	Lin, Jui-Shan	Li, Chung-Shu	Su, Li-Yu
	Pure-Burg General Constructions Co., Ltd. 1		V
2	Puquan Advertising Co.,Ltd.	V	★				V
	Puqun Advertising Co., Ltd. 3	V	★				V
4	Puxu Advertising Co., Ltd.		★
5	Puyuan Advertising Co., Ltd.		★
	Puho Advertising Co.,Ltd. 6	V	★				V
7	Puxin Advertising Co.,Ltd.	V	★				V
	ment Co.,Ltd. Pauian Develop 8		★		V
9	Pushih Construction Co.,Ltd.	V	★
	Puyuan Construction Co.,Ltd. 10	★	V
	Puchang Construction Co., Ltd. 11		★
	Yung Hsin Construction Co.,Ltd. 12	★
	Puyuan Design Co.,Ltd. 13	★
	Tanaka Architecture Co.,Ltd. 14					V
	ment Co., Ltd. Puqun Invest 15		★
	ment Co.,Ltd. Meng Invest Pu 16		★		V
	ment Co.,Ltd. Pu Kuan Invest 17		★		V
	ment Co., Ltd. Pu Ying Invest 18		★
	ment Co.,Ltd. Puyi Develop 19	V	★
	Puyi Construction Co.,Ltd. 20	V	★
	Pu-Yun Co.,Ltd. 21	★
	Puyi Indoor Decoration Co., Ltd. 22	★

Details of directors and representatives of juristic person directors whose non-competition clauses are intended to be lifted

					Positions held concurrently
	which positions are held concurrently mpanies in Co		Director			Supervisor
		Lin, Jui-Shan	Li, Chung-Shu	Su, Li-Yu	Lin, Jui-Shan	Li, Chung-Shu	Su, Li-Yu
23	Puji Advertising Co.,Ltd.		★				V
24	Puyuan Housing Agency Co., Ltd.		★
25	Chuguan Construction Co.,Ltd.		V		V
26	Sant Law International Co.,Ltd.		★
27	ment Co., Ltd Pu'an Invest		★
28	Puyi Advertising Co.,Ltd.	V	★				V
29	ment Co., Ltd. Puyuan Entertain		★
30	ment Co.,Ltd. Pu Jui Invest	★
31	Ruxin Construction Co., Ltd.					V
32	Dongdacheng Construction Co., Ltd.					V
33	Sports Gear Co., Ltd.		V
34	ment Co., Ltd. Mei Invest Nien		★

★: Chairman / V: Director or supervisor

Better Life Group Co., Ltd. Article of Incorporation

Chapter I General Rules

Article 1: The Company shall be incorporated according to regulations related to company limited by shares specified in the Company Act and its name shall be Better Life Group Co., Ltd.
Article 2: The scope of business the Company is as follows:
1. Processing, manufacturing and trading of electronic parts and glass fiber and glass products.
1. Processing, manufacturing and trading of ceramic products and building materials.
1. Processing, manufacturing and trading of plastic casing of television and radio, etc.
1. Import/export and distribution of relevant productions and equipment raw materials of preceding paragraphs.
1. Rental business of relevant machinery and equipment of preceding paragraphs.
1. Entrust construction contractors to construct public housing and commercial buildings as well as lease and sale business
1. Garden greening planning design and forest playground business operation. (excluding business of architect)
1. H703010 Factory Rental.
1. H703020 Warehouse Rental.
1. H703030 Office building rental.
1. H703050 Conference Room Rental
1. H701020 Industrial Factory Development and Rental.
1. J101040 Waste Treatment.
1. J101030 Waste Disposal.
1. IZ99990 Other Industrial and Commercial Services (Food, Drug Research and Development).
1. A102040 Recreational Agriculture.
1. CC01080 Electronics Components Manufacturing.
1. F119010 Wholesale of Electronic Materials.
1. F219010 Retail Sale of Electronic Materials.
1. CC01090 Manufacture of Batteries and Accumulators.
1. F113110 Wholesale of Batteries.
1. F213110 Retail Sale of Batteries.
1. F113030 Wholesale of Precision Instruments.
1. F113070 Wholesale of Telecommunication Apparatus.
1. F213060 Retail Sale of Telecommunication Apparatus.
1. F401021 Import of Controlled Telecommunications Radio-Frequency Devices and Materials
1. I103030 Hospital Management Consulting Services.
1. EZ01010 Well Drilling Services.
1. EZ07010 Drilling Engineering.
1. B201010 Mining of Metal Ores.
1. B301010 Mining of Non-metallic.
1. C901020 Glass and Glass Products Manufacturing.
1. CG01010 Jewelry and Precious Metals Products Manufacturing.
1. F115020 Wholesale of Ores.
1. F215020 Retail Sale of Ores.
1. CE01030 Optical Instruments Manufacturing.
1. H701010 Housing and Building Development and Rental.
1. H701040 Specific Area Development.
1. H701050 Investment, Development and Construction in Public Construction.
1. H701060 New Towns, New Community Development.
1. H701070 Process Zone Expropriation and Urban Land Readjustment Agency.
1. H701080 Urban Renewal Reconstruction.
1. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

The operation of the aforementioned businesses shall comply with relevant laws and regulations.

Article 3: For relevant businesses described in the preceding article, external guarantees may be provided to business operators in the same industry. The external re-investment made by the Company may exceed more than 40% of the paid-in capital of the Company, and the board of directors is authorized to execute such investment.
Article 4: The Company shall have its head office in Taipei City, and when it is determined to be necessary, upon the resolution of the board of directors, branch offices and factories may be established domestically or overseas.

Chapter II Shares

Article 5: The total capital of the Company shall be NT\$ 6.750,000,000, divided into 675,000,000 shares, at a par value of NT\$ 10, and the board of directors is authorized to perform share issuance at discrete times. Special shares may be issued within the aforementioned total amount.

For the total capital amount described in the preceding paragraph, an amount of NT\$40,000,000 shall be reserved for the issuance of employee share subscription warrants, for a total of 4,000,000 shares at a par value of NT\$ 10 per share, which may be issued at discrete times in accordance with the resolution of the board of directors.

Article 6: After the share certificates of the Company share approved for registration, the shares shall be signed or sealed by the director representing the Company and shall be certified for issuance of the share certificates according to the laws. During the issuance of new shares, the Company may consolidate the total number of current issuance for printing of share certificates, and may also adopt the method of exemption of printing of share certificates for the issuance of shares, and the Company shall appoint a centralized securities custody enterprise/institution for registration of the shares.
Article 7: The shares of the Company shall be in registered form. Shareholders shall use their real names. For those using the corporate name or alias, the names and addresses of the shareholders or their representatives shall be recorded in the shareholders' roster of the Company.
Article 8: Shareholders of the Company performing shareholder services of share transfer, creation of rights and pledges, reporting of loss, inheritance, gift and chop loss, change or address change, etc., unless the laws and securities regulations specify otherwise, shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".
Article 9: Any transfer registration of shares shall be prohibited within sixty days prior to the ordinary shareholders' meeting, thirty days prior to the extraordinary shareholders' meeting, or five days prior to the record date for the distribution of dividends and bonuses or other interests by the Company.

Chapter III Shareholders' Meeting

Article 10: The shareholders' meeting shall be classified into two types of the ordinary shareholders' meeting and extraordinary shareholders' meeting:

I. An ordinary shareholders' meeting shall be convened within six months after the end of each fiscal vear.
II. An extraordinary shareholders' meeting shall be convened whenever necessary according to the laws.

Unless otherwise specified in the Company Act, the shareholders' meeting shall be convened by the board of directors.

During the convention of the shareholders' meeting, video conference or other methods announced by the central competent authority may be adopted.

Article 11: All shareholders shall be informed of the date, location and reasons of convention thirty days before the convention of an ordinary shareholders' meeting, and fifteen days before the convention of an extraordinary shareholders' meeting. Shareholders holding less than 1,000 shares may be informed with the announcement according to the aforementioned time limit.
Article 12: Each shareholder of the Company shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.
Article 13: A shareholders' meeting, unless otherwise specified in the Company Act, shall be attended by a majority of the shareholders presented representing more than half of the total number of the outstanding shares in order to convene the shareholders' meeting, and resolutions thereof shall be executed based on the majority of the voting rights of the attending shareholders.
Article 14: Where a shareholder for any reasons cannot attend the shareholders' meeting in person, he or she may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company, and the power of attorney shall be delivered to the Company five days before the convention of the shareholders' meeting. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

In case of any duplicates of power of attorneys described in the preceding paragraph, the one served to the Company first shall prevail; however, where a declaration is made to cancel the previous power of attorney, such restriction shall not be applied.

Article 15: During the convention of a shareholders' meeting, the chairman shall act as the chair. In case where the chairman is absent due to reasons, the vice chairman shall act as the deputy chair. Where the vice chairman is also absent due to reasons, the chairman shall designate a director to act as the deputy chair. In case where no director is designated by the chairman, the directors shall elect one person among themselves to act as the deputy chair.
Article 16: Resolutions made in a shareholders' meeting shall be recorded in meeting minutes and shall be handled according to Article 183 of the Company Act.

Chapter IV Directors

Article 17: The Company shall have seven to nine director, and the candidates nomination system is adopted. The directors shall be elected by the shareholders' meeting from the candidate roster. The nomination method shall be handled according to Article 192-1 of the Company Act. The term of office of directors shall be three years, and the directors may be eligible for re-elections. In case where no election of new directors is effected after the expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

In the roster of directors described in the preceding paragraph, the number of Independent Directors shall not be less than three and shall not be less than one fifth of the total number of Directors. Relevant matters of the professional qualification, shareholding, concurrent job position limitation, nomination and election methods of the independent directors and other necessary requirements shall be handled according to relevant laws and regulations.

Article 18: The board of directors shall be formed by the directors, and one of the directors shall be elected as the chairman, and another director shall be elected as the vice chairman. The chairman shall internally execute the authorities of the board of directors and shall also represent the Company externally.
Article 19: The board of directors' meetings shall be convened at least once quarterly. During the convention of the board of directors' meeting, notices indicating the reasons of convention shall be delivered to all directors seven days in advance; provided that in case of emergencies, such meeting may be convened at any time. The notice for the convention of the board of directors' meeting may be made in writing or in the form of electronic transmission, after obtaining prior consent from the recipients thereof. When the number of vacancies of directors reaches one third of the total number of

directors, or when all of the independent directors are discharged, the board of directors shall convene an extraordinary shareholders' meeting within sixty days to fill the vacancies.

Article 20: Where a director cannot attend the board of directors' meeting due to reasons, he or she may issue a written power of attorney to appoint another director to attend the meeting as a proxy on his or her behalf. In case a meeting of the board of directors is proceeded via visual communication

network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 21: The chairman shall the chair of the board of directors' meeting. In case where the chairman is on leave or cannot exercise his power and authority for any cause, the vice chairman may act as a proxy thereof. If the vice chairman is also on leave or cannot exercise his power due to reasons, the chairman may appoint a director to act as a proxy thereof. In case where the chairman fails to appoint a proxy, the directors shall elect one person from among the directors to act as the proxy.
Article 22: Unless otherwise specified in the Company Act, a board of directors' meeting shall be attended by a majority of the directors in order to convene the meeting, and resolutions thereof shall be executed based on the consents of a majority of the attending directors.
Article 23: The authorities of the board of directors are as follows:
Determination of business plan and business execution supervision. $(1)$
$(II)$ Review of important rules and contracts.
(III) Appointment and dismissal of president.
(IV) Review of budget and final accounts.
(V) Determine distribution of earnings.
(VI) Proposal and resolution for capital increase/decrease.
(VII) Review and execution of external investment cooperation.
(VIII) Approval of the purchase and disposition of important properties.
(IX) Convention of shareholders' meeting.
(X) Other authorities according to the laws and granted by the shareholders' meeting.
Article 24: When directors of the Company are performing duties of the Company, regardless whether the Company is operating at a loss or profit, the Company may pay remuneration to directors, and the board of directors is authorized to handle the remuneration according to the common standard adopted in the same industry and relevant laws.

Chapter V Audit Committee

Article 25: The Company establishes the audit committee according to Article 14-4 of the Securities and Exchange Act, and the audit committee shall be formed by all of the independent directors, responsible for executing the authorities of supervisors according to the Company Act, Securities and Exchange Act and other laws and regulations.
Article 26: The members, exercise of authorities and other required compliance matters of the audit committee shall be handled according to relevant laws and regulations, and the charter of the audit committee shall be further established by the board of directors.

Chapter VI Managerial Officers and Employees

Article 27: The Company shall have one president to follow instructions of the chairman and to execute resolutions of the board of directors, and to manage all matters of the Company. The Company has several vice presidents to assist the president to handle affairs.
Article 28: The Company installs managerial officers according to the provisions of the Company Act, and the appointment, dismissal and the remuneration of the managerial officers shall be handled in accordance with Article 29 of the Company Act and relevant laws and regulations. For the rest of the employees, the president determines the employment or dismissal of the employees based on the negotiation with the chairman.

Chapter VII Final Accounts and Dividend Policy

Article 29: The fiscal year of the Company adopts the annual system, and at the end of each fiscal year, the board of directors shall prepare the following reports and statements for submission to the shareholder's meeting for ratification.
Business Report. (I)
Financial Statements. $(II)$
(III) Proposal for Distribution of Surplus Earnings or Covering Losses
Article 30: Regarding the determination on the proposal of earnings distribution, the board of directors of the Company shall consider the future capital expense budget and demand of fund of the Company and shall also evaluate the necessity to fulfill the demand of fund with the surplus earnings in order to determine the amount of earnings to be reserved or distributed as well as the amount of distribution of dividends or bonuses in cash or stock to shareholders. For the net profit before tax of the current period before deduction of the remuneration of employees and remuneration of directors of the Company, not less than 4% of such profit shall be appropriated as the remuneration of employees, and no higher than 4% of such profit shall be appropriated as the remuneration of directors and supervisors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first.

The subjects for the issuance of remunerations may include employees of a holding or subordinate company satisfy certain criteria, and the board of directors is authorized to specify such criteria.

Where the Company has a net profit after tax in the final accounts of the current year, amount shall be appropriated to compensate accumulated losses (including adjustment of undistributed earnings amount) first, followed by appropriating 10% of such profit as the legal reserve; provided that the aggregate of the legal reserve has reached the paid-in capital of the Company, such requirement shall not be applied. In addition, special reserve may be set aside or reversed depending upon the business needs or according to the regulations of the competent authority. For the remaining earnings together with the initial undistributed earnings (including adjustment of undistributed earnings amount). the board of directors may establish the proposal for distribution of earnings, and when it is performed via the method of issuance of new shares, it shall be reported to the shareholders' meeting for resolution before the distribution thereof.

The distribution of earnings described in the preceding paragraph may be made in the form of stock or cash; provided that the issuance of cash bonus shall not be lower than 10% of the total dividend distribution amount for the current year.

When all or a portion of the dividends and bonuses or legal reserve and capital reserve distributed by the Company are made in the form of cash, the board of directors may be authorized to execute the distribution in accordance with the resolution of the board of directors' meeting attended by more than two thirds of the directors and the consents of a majority of the attending directors. In addition, report to the shareholders' meeting shall also be made.

Regarding the employees for the stocks repurchased by the Company according to the law, employees for the issuance of employee stock option certificates, employees for subscription of shares during the issuance of new shares or for the issuance of restricted stock for employees, the aforementioned employees may include employees of parent or subsidiaries of the Company meeting certain specific requirements. The board of directors is authorized to determine the criteria and subscription method thereof.

Article 31: The organizational charters and operational rules of the Company shall be further established.
Article 32: For any matters not specified in these Articles of Incorporation, such matters shall be handled in accordance with the provisions of the Company Act and other relevant laws.
Article 33: These Articles of Incorporation were duly enacted on May 2, 1978, the 1st amendment was made by the extraordinary shareholders' meeting on October 26, 1978, the 2nd amendment was made on June 18, 1980, the 3rd amendment was made on February 18, 1981, the 4th amendment was made on May 30, 1981, the 5th amendment was made on September 26, 1980, the 6th amendment was made on January 10, 1984, the 7th amendment was made on May 2, 1986, the 8th amendment was made on January 15, 1988, the 9th amendment was made on June 30, 1988, the 10th amendment was made on April 8, 1989, the 11th amendment was made on May 10, 1990, the 12th amendment was made on April 17, 1991, the 13th amendment was made on June 9, 1992, the 14th amendment was made on June 14, 1993, the 15th amendment was made on June 6, 1994, the 16th amendment was made on October 18, 1994, the 17th amendment was made on April 17, 1995, the 18th amendment was made on March 25, 1996, the 19th amendment was made on October 14, 1997, the 20th amendment was made on June 24, 1999, the 21st amendment was made on September 28, 2000, the 22nd amendment was made on June 28, 2001, the 23rd amendment was made on June 28, 2002, the 24th amendment was made on June 30, 2003, the 25th amendment was made on September 6, 2004, the 26th amendment was made on June 30, 2005, the 27th amendment was made on October 14, 2005, the 28th amendment was made on June 28, 2007, the 29th amendment was

made on June 26, 2009, the 30th amendment was made on May 27, 2010, the 31st amendment was made on June 17, 2011, the 32nd amendment was made on June 28, 2012, the 33rd amendment was made on June 26, 2013, the 34th amendment was made on June 16, 2015, the 35th amendment was made on June 21, 2016, the 36th amendment was made on June 27, 2017, the 37th amendment was made on June 28, 2019, the 38th amendment was made on June 18, 2020, and the 39th amendment was made on June 30, 2022. These Articles of Incorporation shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

Better Life Group Co., Ltd. Rules of Procedure for Shareholders' Meeting

To establish a strong governance system and sound supervisory capabilities for the Article 1: Company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the "Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies" jointly established by Taiwan Stock Exchange Corporation and Taipei Exchange.
Article 2: The rules of procedures for shareholders' meeting of the Company, except as otherwise provided by law, regulation or the articles of incorporation, shall be as provided in these Rules.
Article 3: Unless otherwise provided by law or regulation, the shareholders' meetings of the Company shall be convened by the board of directors.

Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the Company has the paid-in capital of NT\$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30 percent or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

The Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting. I.
For hybrid shareholders meetings, to be distributed on-site at the meeting and $\prod$ . shared on the virtual meeting platform.
III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

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.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the

form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1 of Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any Subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and for a proposal containing more than 300 words, such proposal is not be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

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

Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail; unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company

before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5: The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.

Article 6: The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively referred to as "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

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

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.

In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1: To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights. How shareholders attend the virtual meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
- (I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
- (II) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(III) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(IV) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
III. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Article 7: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, certified public accountants, or related persons

retained by it to attend a shareholders' meeting in a non-voting capacity.

Article 8: The Company shall record on audio or video tape the entire proceedings of a shareholders' meeting and preserve the recordings for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, 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.

Article 9: Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

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After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, 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: Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

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

Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.

When the Company holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders; meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail; except when a declaration is made to cancel the earlier declaration of intent.

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 online, 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, before 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. When a

shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. In addition, on the same day after the conclusion of the shareholders' meeting, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System (MOPS).

When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall have the identity of shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online 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 ends, and results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders meeting, 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 online, 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: The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year.

However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act. the recording shall be retained until the conclusion of the litigation.

Article 15: Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System (MOPS). The meeting minutes shall accurately record the year, month, day, and place of the

meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of Directors. The minutes shall be retained for the duration of the existence of this Company.

Where a virtual shareholders meeting is convened, 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 virtual meeting 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 virtual-only shareholder 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 attending a virtual-only shareholders meeting online.

Article 16: On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual 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.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17: Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19: In the event of a virtual 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 the Company 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 virtual 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 virtual 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 Paragraph 4of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting 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 Paragraph 2, 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 Paragraph 2, 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.

When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in Paragraph 2, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under Paragraph 2 is required.

Under the circumstances where a meeting should continue as in the preceding Paragraph, the shares represented by shareholders attending the virtual meeting online 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 Paragraph 2, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under second half of Article 12 and Paragraph 3 of Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 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 Paragraph 2.

Article 22: When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Article 23: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

Better Life Group Co., Ltd. Shareholding of Directors

(I) The Company's total paid-in capital is \$1,001,857,800, and the total number of issued shares is 100,185,780.
(II) In accordance with Article 26 of the Securities and Exchange Act, all directors of the Company shall hold a minimum of 8,000,000 shares.
(III) Up to the book closure date(March 5, 2024) of the Annual Shareholders Meeting, numbers of the directors' shareholdings recorded in the shareholders' register are as follow:

Position	Name	Number of shareholdings recorded in the shareholders' register on the book closure date(March 5, 2024)	Shareholding
Director	Puquan Advertising Co., Ltd. Delegate: Li, Chung-Shu Delegate: Lin, Jui-Shan Delegate: Su,Li-Yu	21,407,872	21.37%
Director	Noon Glory Management & Trading Co., Ltd. Delegate: Chang, Chun-Kuei Delegate: Zheng, Yuan-kai	8,586,318	8.57%
Director	Nien Mei Investment Co., Ltd. Delegate: Liao, Wan-Long	1,985,400	1.98%
Independent director	Huang, Kuo-Shih	0	0%
Independent director	Li, Pei-Chang	0	0%
Independent director	Kuo,Yu-Hsin	0	0%
	Total shareholding of all directors	31,979,590	31.92%

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BLG — AGM Information 2024

51925_rns_2024-05-13_1e22596f-ef1f-4bf5-af01-45a298f67b2f.pdf

2024 ANNUAL SHAREHOLDERS' MEETING MEETING AGENDA

Table of Contents

Attachments

Appendices

Better Life Group Co., Ltd.

Better Life Group Co., Ltd. Meeting Agenda for the 2024 Annual Shareholders' Meeting

Report Items

【Ratification】

Better Life Group Co., Ltd. 2023 Profit or Loss Appropriation Statement

【Discussion】

Resolution:

【Extraordinary Motions】

【Adjournment】

Better Life Group Co., Ltd.

2023 Business Report

I. 2023 Operating Result

(IV) Research and Development

II. 2024 Business Plan Overview

Audit Committee's Review Report

Better Life Group Co., Ltd.

Description of the Implementation of Sound Operation Plan in 2023

Unit: In Thousand New Taiwan Dollars

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Audit procedures

II. Investment property

Description:

Responsibilities of the management and the governing bodies for the parent company only financial statements

Auditor's responsibilities for the audit of the parent company only financial statements

Notes to Readers

(English Translation of Balance Sheets Originally Issued in Chinese) Better Life Group Co., Ltd.

Balance Sheets

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

(English Translation of Balance Sheets Originally Issued in Chinese) Better Life Group Co., Ltd.

Balance Sheets (Continued)

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

(English Translation of Statements of Comprehensive Income Originally Issued in Chinese)

Better Life Group Co., Ltd.

Statements of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

(English Translation of Statements of Cash Flows Originally Issued in Chinese)

Better Life Group Co., Ltd.

Statements of Cash Flows

January 1 to December 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

(English Translation of Statements of Cash Flows Originally Issued in Chinese) Better Life Group Co., Ltd. Statements of Cash Flows (Continued) January 1 to December 31, 2023 and 2022

Unit: NTD thousands

Independent Auditors' Report

Audit opinion

Basis for the audit opinion

Key audit matters

Audit procedures

II. Investment property

Description:

Other matters

Responsibility of management and those charged with governance for consolidated financial statements

Auditors' responsibilities for the audit of the consolidated financial statements

Notes to Readers

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese)

Consolidated Balance Sheet

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese) Better Life Group Co., LTD. and the Subsidiaries

December 31, 2023 and 2022 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

English Translation of Consolidated Statements of Comprehensive Income Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries

Unit: In Thousand New Taiwan Dollars

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese)Better Life Group Co., LTD. and the Subsidiaries

Unit: In Thousand New Taiwan Dollars

BLG AGM Information 2024

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese)
Better Life Group Co., LTD. and the Subsidiaries

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