Stock Code:2722

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Chateau International Development Co., Ltd.

2024 Annual Meeting of Shareholders

Handbook

Type: Physical Shareholders Meeting

Time: 10:00 a.m. on Wednesday, May 29, 2024 Place: Hotel Château Anping (No. 47, Xinjian Rd., South Dist., Tainan City)

Contents

I.
Meeting Procedure .......................................................................................
II.
Meeting Agenda ...........................................................................................
1. Report Items ............................................................................................
2. Acknowledged Items ...............................................................................
3. Matters for Discussion .............................................................................
4. Election Matters .......................................................................................
5. Other Matters and Extempore Motion .....................................................
III.
Annex
1. Business report ........................................................................................
2. Audit Committee's Review Report ..........................................................
3. Director's individual remuneration, the company's remuneration
policy and the relationship between remuneration and performance
evaluation results ....................................................................................
4. Comparison Table of Amended Rules of Procedure for Board
of Directors Meetings ..............................................................................
5. Consolidated Audit Report of Independent Accountants ........................
Consolidated Balance Sheet ................................................................
Consolidated Income Statement ..........................................................
Consolidated Statement of Changes in Equity ....................................
Consolidated Cash Flow Statement .....................................................
6. Individual Audit Report of Independent Accountants .............................
Individual Balance Sheet .....................................................................
Individual Income Statement ...............................................................
Individual Statement of Changes in Equity .........................................
Individual Cash Flow Statement .........................................................
7. Profit Distribution Table ..........................................................................
8. List of Candidates for the independent Directors ....................................
9. List of Release the Prohibition on Director Candidates from
Participation in Competitive Business ...................................................
IV.
Appendix
1. Articles of Incorporation ..........................................................................
2. Rules of Procedure for Shareholders Meetings .......................................
3. Amended Procedures for Election of Directors .......................................
4. Current Shareholding of Directors ..........................................................

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5. The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate ............................................................	Page 70

I. Meeting Procedure

Chateau International Development Co., Ltd.

Procedure for the 2024 Annual Meeting of Shareholders

Call the Meeting to Order (report the total shares represented by shareholders present in person or by proxy and the attendance rate)
Chairperson Remarks
Report items
Acknowledged Items
Matters for Discussion
Elections
Other Matters and Extempore Motion
Adjournment

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II. Meeting Agenda

Chateau International Development Co., Ltd.

Agenda of 2024 Annual Meeting of Shareholders

Time: 10:00 a.m. on Wednesday, May 29, 2024

Place: No. 47, Xinjian Rd., South Dist., Tainan City (Hotel Château Anping)

Call the Meeting to Order (report the total shares represented by shareholders present in person or by proxy and the attendance rate)
Chairperson Remarks
Report items
A. 2023 Business Report
B. Audit Committee’s Review Report
C. The Status of Endorsement and Guarantee and Loaning of Funds to Others in 2023
D. 2023 employee and director remuneration distribution situation, 2023 director's individual remuneration, the company's remuneration policy and the relationship between remuneration and performance evaluation results
E. Report significant related party transactions in 2023
F. Report on the amendment to “Rules of Regulations Governing Procedure for Board of Directors Meetings”.
G. Report on other matters.
Acknowledged Items
A. Adopt 2023 Business Report and Financial Statements B. Adopt 2023 Profit Distribution

5. Matters for Discussion

A. The proposal of the 2023 surplus profit distributed in the form of new shares for capital increase

6. Elections

A. Elect one independent director

Other Matters and Extempore Motion
A. The proposal of Release the Prohibition on new Directors from Participation in Competitive Business
Adjournment

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Report items

1. 2023 Business report

Explanation:

Please refer to Annex 1 on pages 8-11 for the company's 2023 annual business report.

2. Audit Committee's Review Report

Explanation:

Please refer to Annex 2 on page 12 for the Audit Committee Audit Report.

3.The Status of Endorsement and Guarantee and Loaning of Funds to Others in 2023

Explanation:

(I) There are no endorsements and guarantees in 2023.
(II) There is no loaning of funds to others in 2023.

4. To report 2023 employee and director remuneration distribution situation, 2023 director's individual remuneration, the company's remuneration policy and the relationship between remuneration and performance evaluation results

Explanation:

(I) The 10th Board of Directors of the Company approved the distribution of employees’ remuneration and directors’ remuneration for the year 2023 during the 2024 first board of directors’ meeting held on February 27, 2024, which is described as follows:
Employee’ compensation: NT$1,010,190, paid in cash.
Directors’ compensation: NT$67,500, paid in cash.
(II) Please refer to Annex3 on pages 13-16 for the company's 2023 director's individual remuneration, the company's remuneration policy and the relationship between remuneration and performance evaluation results.

5. Report on significant related party transactions in 2023

Explanation:

The company has no significant related party transactions in 2023

6. Report on the amendment to “Rules of Procedure for Board of Directors Meetings”

Explanation:

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(I) Amendment was made in accordance with “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” and “Sample Template for XXX Co., Ltd. Rules of Procedure for Board of Directors Meetings” and the official document, Ref. No. Tai-Cheng-Shang-Yi-Tzu-1130000762 dated January 12, 2024 issued by Taiwan Stock Exchange Corporation.
(II) This procedure shall be implemented after being approved by the board of directors, and shall be reported to the shareholders' meeting of the company.
(III) Please refer to Annex4 on page 17~19 for the comparison table of the amended “Rules of Procedure for Board of Directors Meetings”.

7. Report on other matters

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Acknowledged Items

1. Adopt 2023 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanation:

2023 Financial Statements were audited by accountants, LI, CHI CHEN and YANG, CHAO CHIN of Deloitte & Touche with audit reports provided.
The accompanying Financial Statements and Business Report were audited by Audit Committee and have been approved by first Board meeting in 2024 of the 10[th] Board of Directors. (Please refer to Annex 1, 5 and Annex 6 on page 8~11 and 20~43)
Please adopt the proposal.

Resolution:

2. Adopt 2023 Profit Distribution.

(Proposed by the Board of Directors)

Explanation:

The net profit after tax for 2023 was NT$81,327,334 and included in the current year's actuarial loss NT$249,131 and the accumulated loss of NT$361,991 which was recognized due to failure to subscribe for new shares in accordance with the shareholding ratio. After setting aside NT$8,071,621 for legal reserve and NT$16,143,242 for special reserve, the Company has NT$94,181,509 available for distribution for the year ended December 31, 2023.
We proposed shareholders’ bonus of NT$59,107,169 (NT$0.25 cash dividend and NT$0.25 stock dividend per share). After allocating cash dividends with an abnormal amount of less than NT$1, the chairman of the board is authorized to handle the distribution. The undistributed surplus after distribution is NT$35,074,340.
The Board of Directors is authorized to set the ex-right and ex-dividend base date, dividend payment date and other related matters after the resolution of the shareholders’ meeting.
Please refer to Annex 7 on page 44 for Profit Distribution Table.
Please adopt the proposal.

Resolution:

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Matters for Discussion

1. The proposal of the 2023 surplus profit distributed in the form of new shares for capital increase.

(Proposed by the Board of Directors)

Explanation:

Considering the needs of the Company future business development, it is proposed to proceed capitalization of retained earnings amounting to NT$29,553,580 in 2,955,358 new shares.
It is proposed to allocate NT$29,553,580 from the shareholders’ dividend appropriated by 2023 retained earnings for capitalization and issuance of new shares. According to the shareholding percentage registered on the shareholders list on the ex-dividend date, the issuance of new shares as stock dividends will be 25 shares.
Fractional shares of insufficient for one new share (be rounded to the whole dollar amount), within 5 days from the book closure date of ex-rights date, the fractional percentages of the original shares being held by several shareholders may be combined for joint subscription of one or more integral new shares. Authorize the chairman to contact a designated person to subscribe for the remaining shares.
After the proposal is submitted to the competent authority once resolved by the Regular Shareholders’ Meeting, the Board Meeting will be held to resolve the agenda of capitalization of retained earnings and the base date of issuance of new shares. The rights and obligation to subscription of new shares are the same as the original shares, and issued in scripless form.
If any of related affairs of capitalization of retained earnings is amended in accordance with the provisions of laws and regulations or authority competent and changed due to the operational evaluation of objective environmental factors, it is proposed to report to the Shareholders’ Meeting to authorize the Board of Directors for handling.
If the change of the Company’s share capital affects the outstanding shares, and the shareholders’ dividend rate is required for the amendment due to this change, it is proposed to report to the Shareholders’ Meeting to authorize the Board of Directors for handling.
Please vote for approval.

Resolution:

Elections

1. Elect one independent director.

(Proposed by the Board of Directors)

Explanation:

The shareholders’ meeting will by-elect one of the 10th independent directors. The election of one independent director adopts the candidate nomination system.
The newly elected independent director will take office immediately after the shareholders' meeting. The term will be from May 29, 2024 to May 24, 2025. The original term will be filled up. The shareholders' meeting will elect one from the list of director candidates. Please refer to Annex 8 on page 45.

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Other Matters

1. Proposal for Release the Prohibition on Director from

Participation in Competitive Business.

(Proposed by the Board of Directors)

Explanation:

According to Article 209 of the Company Law, “A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”.
In order to open up market opportunities and promote performance growth, if the directors need to act for themselves or others within the company's business scope, without prejudice to the interests of the company, the company proposes to lift the non-compete restriction on new directors.
Please refer to Annex 9 on page 46 for the details of the positions of directors for lifting the non-compete restriction.
Please vote for approval.

Resolution:

Extempore Motion

Adjournment

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【Annex 1】

2023 Business report

According to statistics from the Tourism Bureau, the number of tourists going abroad and visiting Taiwan in 2023 increased by695.50% and 624.02% compared with the same period. The number and growth rate of tourists going abroad were higher than those of tourists coming to Taiwan. The post-epidemic tourism landscape has obviously shifted from domestic tourism to foreign countries. In 2023, the room occupancy rate increased by 12.70% compared with the same period, the average room price increased by NT$465 and the total operating income increased by 30.11%. Among them, the areas with significant growth in room occupancy rates and revenue growth rates were six capitals, Keelung City and Hsinchu County, while the growth rate of scenic areas was low or even declining. Even though more people are going abroad than coming to Taiwan, all our colleagues are still working diligently and continuously. The company's consolidated annual room occupancy rate decreased by 9.03%, the average room rate increased by NT$62, and the total operating income decreased by 8.05%.

I. We would like to report our business results for the year 2023 as follows:

(I) Business Plan Implementation Results

1. Guest rooms:

The Company’s consolidated guest room division received 248,512 visitors in 2023, a decrease of 44,051 visitors or 15.06% compared to 2022. The room occupancy rate was 58.06% for Château Beach Resort, 62.20% for Hotel Château Anping and 49.34% for Château Rich Hotel, a subsidiary of the Company. Total revenue for the Rooms Division was 556,704 (in Thousands of NTD), decrease of 80,298 (in Thousands of NTD) or 12.61% compared to 2022.

2. Restaurants:

The Company’s consolidated restaurant division reported revenue of 201,173 (in Thousands of NTD), in 2023, an increase of 10,054(in Thousands of NTD) or 5.26% compared to 2022.

3. Operating Revenue:

The Company’s consolidated annual revenue for 2023 totaled 764,876(in Thousands of NTD), a decrease of 71,064(in Thousands of NTD) or 8.50% compared to 2022.

(II) Budget Performance Report:

There are no public financial predictions for the year 2022, therefore, they are not applicable.

(III) Financial Reporting

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1. Net Assets and Liabilities:

As of December 31, 2023, the Company had total consolidated assets of 3,056,009(in Thousands of NTD), total consolidated liabilities of 810,847(in Thousands of NTD), or 26.53% of total assets, and total consolidated equity of 2,245,162(in Thousands of NTD), or 73.47% of total consolidated assets.

2. Profit and Loss:

In 2023, the Company’s consolidated operating and non-operating revenues amounted to 798,017(in Thousands of NTD), consolidated operating and non-operating expenses amounted to 700,064(in Thousands of NTD), and consolidated net income before tax amounted to 97,953(in Thousands of NTD).

(IV) Financial Income and Expenses and Profitability

Item	2023	2022
Operatingrevenue	835,940	835,940
Operatingmargin	434,904	434,904
Netprofit or loss	148,732	148,732

(V) Research Development Status: Not applicable.

II. Outline of 2023 business plan and future development strategy

Starting from the blue brimless ocean of Kenting, the bright sunshine has nurtured the friendly character of Château Hotels & Resorts conveying a touching feel. In 2018, the company launched a new brand “Hotel Chateau”, with the main axis of “roaming around the new city with you”, providing all travelers with a “comfortable, enjoyable and friendly” accommodation experience. The first stop is located in Tainan Castle Town, which is full of history, culture and humanity. The hotel combines the leisure atmosphere of the Château Hotels & Resorts with the cultural and scenic features of Castle Town to create 104 comfortable rooms, diversified dining spaces and new living complexes, fusing humanity and fashion, and sensing the new experience of multi-level energy-saving and carbon-reducing green energy.

In addition to adding the ancient city of Tainan and culinary tours to provide more diversified choices for our guests, our company continues to make efforts to combine the local characteristics of culture and natural resources by participating in the special activities in Kenting organized by the Kenting National Park Administration and cooperating with various community development associations in Hengchun to promote eco-tourism itineraries; we also actively cooperate with the Pingtung Forestry Administration of the Pingtung County Forestry Bureau to promote the special ecology of the Hengchun Peninsula and In the promotion of eco-education policy. Through the Shuangliu Nature Education Center of the Forestry Bureau, we integrate the ecological and humanistic environment, conduct eco-tourism study activities, train internal lecturers, and

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promote environmental and ecological conservation; actively use “tourism” as an “integration platform”, and strengthen the results of cross-region and crossindustry integration links through cross-region, integration, linkage, and alliance, and develop in-depth value-added tourism.

Château Beach Resort will carry out equipment upgrades in 2024, including an investment of 9,173(in Thousands of NTD) in energy-saving equipment to improve the air-conditioning cooling water tower and Porro hot water energysaving system. It is expected that the total future benefit will save 36.68kloe of oil equivalent per year and reduce carbon dioxide emissions by 136.6 tons per year. Among them, the Positano Pavilion’s air-conditioning cooling tower renovation project has an investment of 2,700(in Thousands of NTD) to improve airconditioning efficiency, save electricity, and thereby reduce carbon emissions. In addition, we have applied to the Ministry of Economic Affairs for the service industry system energy-saving project subsidy "Provence Hot Water Equipment Energy-Saving Equipment Project" in 2023. The company will invest 6,473(in Thousands of NTD) to replace diesel boiler equipment with hot water system energy-saving equipment. It is expected that the total future benefits will save 36.68kloe of oil equivalent per year and reduce carbon emissions by 136.6 tons per year.

In order to receive tourists with a new look, the subsidiary, Château Rich Hotel, has been renovated in 2021 and is scheduled to open in the third quarter of 2023. Mainly for the renovation of the guest rooms, addition of the bakery department, the coffee bar and the recreation room (gym). The number of rooms has been increased from 54 to 93 and 61 beds have been added for backpackers, offering a wide range of rooms at low, medium and high prices. In order to increase the added value of the hotel and the source of revenue from food and beverage, a bakery department, a coffee bar and a recreation room (gym) are planned to be added, hoping that the hotel will become the first choice when left off at Tainan Railway Station (Tainan Chihkan Cultural Zone) in the future.

III. The effect on the company from external competitive environment, regulatory environment and overall business environment

According to the latest forecast released by the Taiwan Economic Research Institute (TEI) in January 2024, the domestic economic growth rate in 2024 was 3.15%. Due to the impact of politics, high inflation and climate change, domestic interest rates have been raised several times to combat inflation. As the government's public construction budget reaches a new high in 2024, which will help drive the domestic economy, and the number of people coming to Taiwan has not yet recovered to the pre-epidemic number, domestic consumption is expected to increase again.

IV. Future Development Strategy

On the basis of sustainable development and SDGs, sustainable tourism has become one of the key themes. The tourism industry is known as a no-smoke industry, but before the epidemic, the dense flow of travelers and rapid growth

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also caused carbon emissions and various environmental pollution. When the epidemic is becoming normal and the world's borders are gradually opening up, sustainable tourism is once again being valued.

We believe that the most important value of sustainability is the mentality and behavior that can be imagined for the future, and it is also a gift that you and I can leave behind. In order to cooperate with the government's people-oriented and create a balanced development of LOHAS home, we experience local culture and food through in-depth tourism. It is hoped that through local tourism, ecotourism and green tourism, re-empowering tourism will become a positive action.

In the future, while striving to generate greater profits, the company will continue to uphold the spirit of giving back to the community by participating in community development and charity-related activities. We believe that with the efforts of our management team, we will be able to achieve our goals. Once again, we thank our shareholders for their long-term support and guidance.

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【Annex 2】

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2023 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of Deloitte & Touche was retained to audit TSMC's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and quarterly earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Taiwan Semiconductor Manufacturing Company Limited. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Chateau International Development Co., Ltd.

Chairman of the Audit Committee:

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Madam Jian Han-Ru Feb. 27, 2024

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【Annex 3】

The company's 2023 director's individual remuneration, the company's remuneration policy and the relationship between remuneration and performance evaluation results.

a. The company's 2023 director's individual remuneration:

												Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000	Unit: NT$1000
Title	Name	Directors’ Remuneration								Total amount and ratio of Total Remuneration (A+B+C+D) to Net Income		Relevant Remuneration Received by Directors Who are Also Employee								s Amount and ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income		Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary
		Base Compensation (A)		Severance Pay (B)		Bonus to Directors (C)		Allowances (D)				Salary, Bonuses, and Allowances (E)		Severance Pay (F)		Profit Sharing- Employee Bonus (G)
		The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company		Companies in the consolidated financial statements		The Company	Companies in the consolidated financial statements
																Cash	Stock	Cash	Stock
Chairman	Guantian Investment Development Co., Ltd.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	None
										0.00%	0.00%									0.00%	0.00%
Chairman	Representative: CHEN, SIE- TONG	0	0	0	0	0	0	0	0	0	0	1,158	1,158	0	0	20	0	20	0	1,178	1,178	None
										0.00%	0.00%									1.45%	1.45%
Director	Representative: YOU, GUO- FANG	0	0	0	0	0	0	24	24	24	24	973	973	50	50	11	0	11	0	1,058	1,058	46
										0.03%	0.03%									1.30%	1.30%
Deputy Chairman	CHEN, CHUNG- HSIEN	0	0	0	0	0	0	24	24	24	24	422	422	73	73	4	0	4	0	522	522	1,825
										0.03%	0.03%									0.64%	0.64$
Director	Zhongxin Development Co., Ltd.	0	0	0	0	8	8	84	84	92	92	0	0	0	0	0	0	0	0	92	92	None
										0.11%	0.11%									0.11%	0.11%

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Title	Name	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Total amount and ratio of Total Remuneration (A+B+C+D) to Net Income	Total amount and ratio of Total Remuneration (A+B+C+D) to Net Income	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	s Amount and ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income	s Amount and ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income	Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary
		Base Compensation (A)		Severance Pay (B)		Bonus to Directors (C)		Allowances (D)				Salary, Bonuses, and Allowances (E)		Severance Pay (F)		Profit Sharing- Employee Bonus (G)
		The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company		Companies in the consolidated financial statements		The Company	Companies in the consolidated financial statements
																Cash	Stock	Cash	Stock
Director	Representative: CHANG, HUEI- RU	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	None
										0.00%	0.00%									0.00%	0.00%
Director	CHEN, PIN- CHUN	0	0	0	0	8	8	81	81	89	89	0	0	0	0	0	0	0	0	89	89	244
										0.11%	0.11%									0.11%	0.11%
Director	Zhongjia International Investment Co., Ltd.	0	0	0	0	8	8	60	60	68	68	0	0	0	0	0	0	0	0	68	68	None
										0.08%	0.08%									0.08%	0.08%
Director	Representative: WENG, MING- HSIEN	0	0	0	0	0	0	21	21	21	21	0	464	0	26	0	0	0	0	21	511	None
										0.03%	0.03%									0.03%	0.63%
Director	HSIN-SHIH TEXTILE CO., LTD.	0	0	0	0	8	8	84	84	92	92	0	0	0	0	0	0	0	0	92	92	None
										0.11%	0.11%									0.11%	0.11%
Director	Representative: CHEN, MI- JYUAN	0	0	0	0	8	8	81	81	89	89	0	0	0	0	0	0	0	0	89	89	300
										0.11%	0.11%									0.11%	0.11%
Director	DU, CIOU-PING	0	0	0	0	8	8	60	60	68	68	0	0	0	0	0	0	0	0	68	68	None
										0.08%	0.08%									0.08%	0.08%

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Title	Name	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Total amount and ratio of Total Remuneration (A+B+C+D) to Net Income	Total amount and ratio of Total Remuneration (A+B+C+D) to Net Income	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	Relevant Remuneration Received by Directors Who are Also Employee	s Amount and ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income	s Amount and ratio of Total Compensation (A+B+C+D+E+F +G) to Net Income	Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary
		Base Compensation (A)		Severance Pay (B)		Bonus to Directors (C)		Allowances (D)				Salary, Bonuses, and Allowances (E)		Severance Pay (F)		Profit Sharing- Employee Bonus (G)
		The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company		Companies in the consolidated financial statements		The Company	Companies in the consolidated financial statements
																Cash	Stock	Cash	Stock
Director	CHEN, LONG- FONG	0	0	0	0	0	0	21	21	21	21	0	464	0	26	0	0	0	0	21	511	None
										0.03%	0.03%									0.03%	0.63%
Independent	WANG, HONG- CYUAN	0	0	0	0	8	8	105	105	113	113	0	0	0	0	0	0	0	0	113	113	60
										0.14%	0.14%									0.14%	0.14%
Independent	JIAN, HAN-RU	0	0	0	0	8	8	105	105	113	113	0	0	0	0	0	0	0	0	113	113	60
										0.14%	0.14%									0.14%	0.14%
Independent	WEI, FU-QUAN (Note 1)	0 0	0 0	0 0	0 0	8 8	8 8	105 105	105 105	113	113	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0	113	113	60
										0.14%	0.14%									0.14%	0.14%

Note 1: The company's independent director resigned on January 19, 2024 due to personal factors.

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b. The company's remuneration policy and the relationship between remuneration and performance evaluation results

The proportion of remuneration distributed by the directors of the company is in accordance with the provisions of Article 23 of the company's articles of association, and may be used as the remuneration of directors and supervisors for the current year within the limit of 1% of the profit of the current year. In order to regularly evaluate the remuneration of directors and supervisors and refer to the nomination for re-appointment, in addition to the annual evaluation results of the "Management Measures for the Performance Evaluation of the Board of Directors", the company will evaluate the degree of participation in the company's operations and individual performance contributions. Evaluation items such as directors' ethical conduct Risk events or other risk events that have a negative impact on the company's image, goodwill, personnel malpractice, etc., and calculate the remuneration ratio after comprehensive consideration of the target achievement rate, profit rate, operating efficiency, contribution, etc., and give reasonable remuneration, and Review the remuneration system of directors and supervisors and the reference for future nomination and re-appointment at any time according to the actual operating conditions and relevant laws and regulations.

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【Annex 4】

Chateau International Development Co., Ltd.

Comparison Table of Amended Rules of Procedure for Board of Directors Meetings

Meetings

Articles after Amendment	Articles before Amendment	Description
Article 12 If one-half of all the directors are not in attendance at the appointed meeting time, the chairman may announcethat the meeting will be postponed for that day, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Article 3, paragraph 2. The number of "all directors," as used in the preceding paragraph and in Article 17, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.	Article 12 If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Article 3, paragraph 2. The number of "all directors," as used in the preceding paragraph and in Article 17, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.	In accordance with the Letter Tai-Zheng-Sheng- I-Zi No. 1130000762 dated January 12, 2024 from Taiwan Securities Exchange. In order to avoid disputes caused by the undetermined extended meeting time of the board of directors, if the number of attendees is insufficient, the chairman may announce that the postponement of the meeting will be limited to that day.
Article 13 (Discussion of proposals) A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting. The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting. At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then	Article 13 (Discussion of proposals) A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting. The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting. At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then	In accordance with the Letter Tai-Zheng-Sheng- I-Zi No. 1130000762 dated January 12, 2024 from Taiwan Securities Exchange. Considering the practical situation, when the board meeting is in progress and the chairman is unable to preside over the meeting for some reason or fails to adjourn the meeting as required, in order to avoid affecting the operation of the board of directors, the method for selecting the proxy of the board chairman is clearly defined.

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	Articles after Amendment		Articles before Amendment	Description
	upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case paragraph 1 of the preceding article shall apply mutatis mutandis. If the chairman of the board of directors is unable to preside over the meeting for some reason or fails to declare the adjournment of the meeting in accordance with the provisions of paragraph 2, the provisions of paragraph 3 of Article 10 shall apply mutatis mutandis to the selection and appointment of his agent.		upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 8, paragraph 5shall apply mutatis mutandis.
	Article 20 (Supplementary Provisions) The formulation of these rules of procedure shall be approved by the board of directors of the company and submitted to the shareholders' meeting. If there is any amendment in the future, the board of directors may be authorized to make a resolution. Approved by the Board of Directors on February 20, 2008. Revised and approved by the Board of Directors on June 29, 2009. Revised and approved by the board of directors on January 27, 2010, and reported to the shareholders' meeting on April 19, 2010. Revised and approved by the board of directors on September 21, 2010, and reported to the shareholders' meeting on November 9, 2010. Revised and approved by the board of directors on		Article 20(Supplementary Provisions) The formulation of these rules of procedure shall be approved by the board of directors of the company and submitted to the shareholders' meeting. If there is any amendment in the future, the board of directors may be authorized to make a resolution. Approved by the Board of Directors on February 20, 2008. Revised and approved by the Board of Directors on June 29, 2009. Revised and approved by the board of directors on January 27, 2010, and reported to the shareholders' meeting on April 19, 2010. Revised and approved by the board of directors on September 21, 2010, and reported to the shareholders' meeting on November 9, 2010. Revised and approved by the board of directors on	Updated and modified tracks.

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	Articles after Amendment	Articles before Amendment	Description
	December 8, 2011, and reported to the shareholders' meeting on February 3, 2012. Revised and approved by the board of directors on December 27, 2012 and reported to the shareholders' meeting on May 23, 2013. Revised and approved by the board of directors on November 7, 2017, and reported to the shareholders' meeting on May 7, 2018. Revised and approved by the board of directors on August 10, 2020, and reported to the shareholders' meeting on May 6, 2021. Revised and approved by the board of directors on August 6, 2021, and reported to the shareholders' meeting on May 25, 2022. Revised and approved by the board of directors on month/day, 2022, and reported to the shareholders' meeting on May 30, 2023. Revised and approved by the board of directors on month/day, 2022, and reported to the shareholders' meeting on month/day, 2024.	December 8, 2011, and reported to the shareholders' meeting on February 3, 2012. Revised and approved by the board of directors on December 27, 2012 and reported to the shareholders' meeting on May 23, 2013. Revised and approved by the board of directors on November 7, 2017, and reported to the shareholders' meeting on May 7, 2018. Revised and approved by the board of directors on August 10, 2020, and reported to the shareholders' meeting on May 6, 2021. Revised and approved by the board of directors on August 6, 2021, and reported to the shareholders' meeting on May 25, 2022. Revised and approved by the board of directors on month/day, 2022, and reported to the shareholders' meeting on May 30, 2023.

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Annex 5 【】

Independent Auditors’ Report (Consolidated Financial Statements)

The Board of Directors and Shareholders Chateau International Development Company Limited

Opinion

The Consolidated balance sheet of Chateau International Development Company Limited and its subsidiaries (Château Hotels & Resorts) on December 31, 2022 and 2023, Consolidated statement of comprehensive income, statement of comprehensive income, Consolidated Statement of changes in equity, Consolidated Cash flow statement, and Consolidated Financial Statements or Notes (include a summary of significant policies of accounting) on January 1 to December 31, 2022 and 2023, were audited and completed by the accountant.

According to the opinion of the accountant, the said Consolidated Financial Statements, in all major aspects, was in accordance with the regulations governing the preparation of financial reports by securities issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the consolidated financial status of Château Hotels & Resorts on December 31, 2022 and 2023 , and consolidated financial performance and consolidated cash flow on January 1 to December 31, 2022 and 2023.

Basis of Opinion

The accountant performed the audit work in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing standards. The accountant’s responsibilities under these standards will be further explained in the accountant’s responsibility section for review of the consolidated financial statements. The personnel of the accountant's subordinate affairs subject to independence regulations have maintained aloof independence from Château Hotels & Resorts in accordance with the accountant's professional ethics and fulfilled other responsibilities under the regulations. The accountant believes that sufficient and appropriate verification evidence has been obtained as a basis for expressing audit opinions. Based on the audit results of this accountant and the audit reports of other accountants. The accountant believes that sufficient and appropriate audit evidence has been obtained serve as the basis for expressing review opinions.

Key Audit Matter

Key audit matter refers to the most important matters in the audit of Château Hotels & Resorts Consolidated Financial Statements in 2023 according to the professional judgment of the accountant. These matters have been dealt with in the process of reviewing the consolidated financial statements as a whole and forming an audit opinion. The accountant does not express an independent opinion on these matters.

The key audit matter of Château Hotels & Resorts' consolidated financial statements in 2023 is stated as follows:

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As stated in Note 24 of the consolidated financial statements, the revenue from guest rooms and food was 757,856 (In Thousands of NTD) in 2023, accounting for 99% of total operating revenue. They are significant to the consolidated financial statements. The room income generated by the reservation of the travel agent usually involves a lot of manual operations due to the different transaction conditions of the travel agent. Therefore, the accountant lists the authenticity of the income generated by the travel agent as the key audit matter.

Corresponding audit procedures

The accountant has executed the corresponding procedures for the said key audit matter listed as follows:

To understand and test the effectiveness of the main internal control design and implementation for the authenticity of revenue.
Obtain details of room revenue and catering revenue generated by bookings from travel agencies, and check relevant transaction documents, including passenger registration cards, counter bills, reconciliation calculations of travel agency and contract terms, etc., to test the authenticity of the revenue.
Audit the subsequent records of payment received from the travel industry after the review period.

4. Other items

Included in Chateau Group’s consolidated financial statements. The financial reports of the related company LUXE GREEN ENERGY TECHNOLOGY CO., LTD. were reviewed by other accountants. Therefore, the opinion expressed by our accountants on the consolidated financial statements. Based on audit reports from other accountants that amounts listed in the financial statements of the above-mentioned related enterprises. The amounts of the above-mentioned investments in related enterprises using the equity method as of December 31, 2023 and 2022 were 52,499 (In Thousands of NTD) and 50,541 (In Thousands of NTD) respectively. Accounting for 1.72% and 1.81% of total consolidated assets respectively. And its share of comprehensive profits and losses recognized using the equity method from January 1 to December 31, 2023 and 2022 were profits of 2,649 (In Thousands of NTD) and 470 (In Thousands of NTD) respectively. Accounting for 2.47% and less than 1% of total consolidated comprehensive profit and loss respectively.

Chateau International Development Company Limited has prepared individual financial reports for the year 2023 and 2022, and the accountant has issued an unqualified audit report for reference.

Responsibilities of Management and Governing body for consolidated financial statements

The responsibility of management was in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the consolidated financial statements, and maintain the necessary internal control related to the preparation of the consolidated financial statements to ensure that the consolidated financial statements do not contain any material misrepresentation due to fraud or errors.

When preparing the consolidated financial statements, the responsibilities of management

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also include assessing Château Hotels & Resorts’ ability to continue operations, disclosure of related matters, and the adoption of the accounting basis for continued operations, unless the management intends to liquidate Château Hotels & Resorts or cease operations, or there is no practical and feasible plan other than liquidation or suspension of business.

The governing body (including supervisors) of Château Hotels & Resorts is responsible for supervising the financial reporting process.

The accountant's responsibility for auditing the consolidated financial statements

The purpose of this accountant's audit of the consolidated financial statements is to obtain reasonable conviction as to whether the consolidated financial statements as a whole contain any material misrepresentation due to fraud or errors, and to issue an audit report. Reasonable assurance is a high degree of certainty, but the audit work performed in accordance with the auditing standards cannot guarantee that material misrepresentation in the consolidated financial statements will be detected. Misrepresentation may result from fraud or errors. If the untruthful individual amounts or aggregate can be reasonably expected to affect the economic decisions made by the users of the consolidated financial statements, they are considered significant.

The accountant uses professional judgment and maintains professional suspicion when conducting audits in accordance with the auditing standards generally accepted in the Republic of China. The accountant also performs the following tasks:

Identify and evaluate the risks of material misrepresentation in the consolidated financial statements due to fraud or errors; design and implement appropriate countermeasures for the assessed risks; and obtain sufficient and appropriate audit evidence as the basis for audit opinion. Because fraud may involve collusion, forgery, deliberate omission, false statement or violation of internal control, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by errors.
Obtain the necessary understanding of the internal control relevant to the audit in order to design an appropriate audit procedure under the circumstances, but its purpose is not to express an opinion on the effectiveness of the internal control of Château Hotels & Resorts.
Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.
Based on the obtained audit evidence, make a conclusion on the appropriateness of the management's use of the continuing operations of the accounting basis and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of Château Hotels & Resorts to continue operations. If the accountant believes that there are significant uncertainties in these events or circumstances, he must remind the users of the financial statements in the audit report to pay attention to the relevant disclosures in the consolidated financial statements, or amend the audit opinion when such disclosures are inappropriate. The accountant’s conclusion is based on the audit evidence obtained as of the audit report date, but future events or circumstances may cause Château Hotels & Resorts to no longer have the ability to continue operations.
Evaluate the overall expression, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial

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statements are appropriate to express relevant transactions and events.

Obtain sufficient and appropriate audit evidence for the financial information of the constituent entities in Château Hotels & Resorts to express opinions on the consolidated financial statement. The accountant is responsible for the guidance, supervision and execution of the group's audit cases, and is responsible for forming the group's audit opinion.

The matters communicated between the accountant and the governing body include the planned audit scope and time, as well as major audit findings (including significant deficiencies in internal control identified during the audit process).

The accountant also provides the governing body with a statement that the personnel of the accountant’s affairs subject to independence regulations have complied with the independence of code of professional ethics, and communicates with the governance unit all relationships and other matters that may be considered to affect the independence of the accountant (including relevant protective measures).

The accountant decided to audit the key audit matter of Château Hotels & Resorts' 2023 financial statements from the matters communicated with the governing body. The accountant states these matters in the audit report, unless the law does not allow specific matters to be disclosed publicly, or in very rare cases, the accountant decides not to communicate specific matters in the audit report because it can be reasonably expected that the negative impact of this communication will be greater than the public interest promoted.

Deloitte & Touche

Accountant LEE, CHI-CHEN

Accountant YANG, CHAO-CHIN

No. approved by Securities and Futures Commission

No. approved by Financial Supervisory Commission

No. Taiwan-Financial-SecuritiesNo.0920123784

No. Financial-Supervisory-SecuritiesAuditing- No.1060023872

February 27, 2024

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Chateau International Development Company Limited and subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2023 and 2022

(Unit: Thousands of New Taiwan Dollars) (However, the earnings per share are New Taiwan Dollars)

Code 4000 Operating revenue `（`Notes 4`、`24 and 31`）` 5000 Operating costs`（`Notes 11`、` 25 and 31`）` 5900 Gross profit (loss) from operations Operating expenses`（`Notes 25 and 31`）` 6100 Selling expenses 6200 Administrative expenses 6000 Total operating expenses 6510 Other income`（`Notes 25`）` 6900 Net operating income (loss) Non-operating income and expenses`（`Notes 13`、`25 and 31`）` 7100 Total interest income 7010 Total other income 7030 Gains on disposals of investment property 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net 7590 Miscellaneous disbursements 7000 Total non-operating income and expenses 7900 Profit (loss) from continuing operations before tax `（`Next page`）`		Year 2023	Year 2023

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`（` Continued from the previous page `）`

Code 7950 Total tax expense (income) `（`Notes 4 and 26`）` 8200 Profit (loss) Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans`（`Notes 22`）` 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss `（`Notes 26`）` 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss `（`Next page`）`		Year 2023	Year 2023	`％` 3 10 - 4 - -		Year 2022	Year 2022
								`％`
							4 18 - ( 11 ) - -

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（ Continued from the previous page ）

Code 8300 Components of other comprehensive income that will not be reclassified to profit or loss 8500 Total comprehensive income Profit (loss), attributable to: 8610 Profit (loss), attributable to owners of parent 8620 Profit (loss), attributable to non-controlling interests 8600 Comprehensive income attributable to: 8710 Comprehensive income, attributable to owners of parent 8720 Comprehensive income, attributable to non-controlling interests 8700 Earnings per share`（`Notes 27`）` 9750 Basic earnings per share 9850 Diluted earnings per share		Year 2023	Year 2023	`％` 4 14 10 - 10 14 - 14		Year 2022	Year 2022
		Amount 28,133 $ 107,315 $ 81,328 2,146) $ 79,182 $ 109,461 2,146) $ 107,315 $ 0.69 0.69				Amount 90,750) $ 57,982 $ 154,294 5,562) $ 148,732 $ 63,544 5,562) $ 57,982 $ 1.31 1.30		`％`
	( (				( ( (		( ( (	11) 7 19 1) 18 8 1) 7

The attached notes are part of this consolidated financial statement.

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Chateau International Development Company Limited and subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2023 and 2022

Consolidated Cash Flow Statement January 1 to December 31, 2023 and 2022
(Unit: Thousands of New Taiwan Dollars) Code Cash flows from (used in) operating activities, indirect method A10000 Profit (loss) from continuing operations before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20400 Net loss (gain) on financial assets or liabilities at fair value through profit or loss A20900 Interest expense A21200 Interest income A21300 Dividend income A22400 Share of loss (profit) of associates and joint ventures accounted for using equity method A22500 Loss (gain) on disposal of property, plan and equipment A22700 Loss (gain) on disposal of investment properties A22800 Loss (gain) on disposal of intangible assets A22900 Loss (gain) on disposal of other assets A30000 Changes in operating assets and liabilities A31130 Decrease (increase) in notes receivable A31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Adjustments for decrease (increase) in inventories A31230 Decrease (increase) in prepayments A31240 Adjustments for decrease (increase) in other current assets A32125 Increase (decrease) in contract liabilities A32130 Increase (decrease) in notes payable `（`Next page`）`	Year 2023 $ 97,953 73,953 40,651 60 9,271 ( 2,073 ) ( 5,845 ) ( 3,502 ) ( 499 ) ( 14,104 ) - ( 23 ) ( 63 ) 871 ( 877 ) 12 ( 5,525 ) 1,722 118 6	Year 2022
		$ 186,214 71,756 43,288 - 8,847 ( 412 ) ( 8,272 ) 275 3 - 13 - - 1,755 171 368 ( 728 ) ( 2,077 ) ( 4,587 ) 606

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`（`Continued from the previous page`）` Code A32150 Increase (decrease) in accounts payable A32180 Increase (decrease) in other payable A32230 Adjustments for increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33500 Income taxes refund (paid) AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00010 Acquisition of financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets at fair value through other comprehensive income B00050 Proceeds from disposal of financial assets at amortised cost B00100 Acquisition of financial assets at fair value through profit or loss B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B04500 Acquisition of operating concession B05350 Acquisition of use-of-right assets B05500 Proceeds from disposal of investment properties B05400 Acquisition of investment properties B06700 Increase in other non-current assets B06800 Decrease in other non-current assets B07100 Increase in prepayments for business facilities B07500 Interest received B07600 Dividends received B09900 Other investing activities BBBB Net cash flows from (used in) investing activities	Year 2023 ( 7,435 ) ( 2,884 ) ( 114 ) ( 367) 181,306 ( 39,832) 141,474 ( 20,000 ) ( 15,075 ) $ - ( 24,770 ) ( 155,734 ) 535 ( 577 ) ( 14,822 ) ( 1,421 ) 18,507 ( 26,354 ) ( 3,760 ) 4,353 - 2,049 6,536 ( 30,483) ( 261,016)	Year 2022
		1,115 14,923 ( 1,487 ) ( 303) 311,468 ( 18,320) 293,148 - - $ 8,075 ( 23,941 ) ( 80,460 ) - ( 973 ) ( 2,933 ) - - - ( 3,726 ) - 861 412 8,788 ( 3,975) ( 97,872)

（ Next page ）

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`（`Continued from the previous page`）` Code Cash flows from (used in) financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C04020 Payments of lease liabilities C03100 Decrease in guarantee deposits received C04500 Cash dividends paid C05600 Interest paid C05800 Change in non-controlling interests CCCC Net cash flows from (used in) financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period	Year 2023 195,000 ( 80,000 ) 321,000 ( 410,500 ) 121,000 ( 184,584 ) ( 18,567 ) ( 100 ) ( 66,914 ) ( 9,005 ) 155,494 22,824 ( 96,718 ) 303,475 $ 206,757	Year 2022
		- - 128,500 ( 129,500 ) 260,000 ( 222,033 ) ( 18,138 ) - ( 22,305 ) ( 8,582 ) - ( 12,058) 183,218 120,257 $ 303,475

The attached notes are part of this consolidated financial statement.

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Annex 6 【】

Independent Auditors’ Report (Parent Company Only Financial Statements)

The Board of Directors and Shareholders Chateau International Development Company Limited:

Opinion

The individual balance sheet of Chateau International Development Company Limited (Château Hotels & Resorts) on December 31, 2022 and 2023, individual statement of comprehensive income, statement of comprehensive income, individual Statement of changes in equity, individual Cash flow statement, and individual Financial Statements or Notes (including a summary of significant policies of accounting) on January 1 to December 31, 2022 and 2023, were audited and completed by the accountant.

According to the opinion of the accountant, individual Financial Statements, in all major aspects, was in accordance with the regulations governing the preparation of financial reports by securities issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the individual financial status of Château Hotels & Resorts on December 31, 2022 and 2023 , and individual financial performance and individual cash flow on January 1 to December 31, 2022 and 2023.

Basis of Opinion

The accountant performed the audit work in accordance with Attestation of Financial Statements by Certified Public Accountants. The accountant’s responsibilities under these standards will be further explained in the accountant’s responsibility section for review of the individual financial statements. The personnel of the accountant's subordinate affairs subject to independence regulations have maintained aloof independence from Château Hotels & Resorts in accordance with the accountant's professional ethics and fulfilled other responsibilities under the regulations. The accountant believes that sufficient and appropriate verification evidence has been obtained as a basis for expressing audit opinions.

Key Audit Matters

Key audit matter refers to the most important matters in the audit of Château Hotels & Resorts individual Financial Statements in 2023 according to the professional judgment of the accountant. These matters have been dealt with in the process of reviewing the individual financial statements as a whole and forming an audit opinion. The accountant does not express an independent opinion on these matters.

The key audit matter of Château Hotels & Resorts' individual financial statements in 2023 is stated as follows:

As stated in Note 23 of the individual financial statements, the revenue from guest rooms and food was 728,706 (In Thousands of NTD) in 2023, accounting for 99% of total operating revenue. They are significant to the individual financial statements. The room income generated by the reservation of the travel agent usually involves a lot of manual operations due to the different transaction conditions of the travel agent. Therefore, the accountant lists the authenticity of the income generated by the travel agent as the key audit matter.

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Corresponding audit procedures

The accountant has executed the corresponding procedures for the said key audit matter listed as follows:

To understand and test the effectiveness of the main internal control design and implementation for the authenticity of revenue.
Obtain details of room revenue and catering revenue generated by bookings from travel agencies, and check relevant transaction documents, including passenger registration cards, counter bills, reconciliation calculations of travel agency and contract terms, etc., to test the authenticity of the revenue.
Audit the subsequent records of payment received from the travel industry after the review period.

Other items

Included in Chateau Group’s consolidated financial statements. The financial reports of the related company LUXE GREEN ENERGY TECHNOLOGY CO., LTD. were reviewed by other accountants. Therefore, the opinion expressed by our accountants on the consolidated financial statements. Based on audit reports from other accountants that amounts listed in the financial statements of the above-mentioned related enterprises. The amounts of the above-mentioned investments in related enterprises using the equity method as of December 31, 2023 and 2022 were 52,499 (In Thousands of NTD) and 50,541 (In Thousands of NTD) respectively. Accounting for 1.93% and 2.03% of total consolidated assets respectively. And its share of comprehensive profits and losses recognized using the equity method from January 1 to December 31, 2023 and 2022 were profits of 2,649 (In Thousands of NTD) and 470 (In Thousands of NTD) respectively. Accounting for 2.42% and less than 1% of total consolidated comprehensive profit and loss respectively.

Responsibilities of management and governing body for individual financial statements

The responsibility of management was in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the individual financial statements, and maintain the necessary internal control related to the preparation of the individual financial statements to ensure that the individual financial statements do not contain any material misrepresentation due to fraud or errors.

When preparing the individual financial statements, the responsibilities of management also include assessing Château Hotels & Resorts’ ability to continue operations, disclosure of related matters, and the adoption of the accounting basis for continued operations, unless the management intends to liquidate Château Hotels & Resorts or cease operations, or there is no practical and feasible plan other than liquidation or suspension of business.

Governing body (including supervisors) of Château Hotels & Resorts is responsible for supervising the financial reporting process.

The accountant's responsibility for auditing the individual financial statements

The purpose of this accountant's audit of the individual financial statements is to obtain reasonable conviction as to whether the individual financial statements as a whole contain any material misrepresentation due to fraud or errors, and to issue an audit report. Reasonable

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assurance is a high degree of certainty, but the audit work performed in accordance with the auditing standards cannot guarantee that material misrepresentation in the individual financial statements will be detected. Misrepresentation may result from fraud or errors. If the untruthful individual amounts or aggregate can be reasonably expected to affect the economic decisions made by the users of the individual financial statements, they are considered significant.

Identify and evaluate the risks of material misrepresentation in the individual financial statements due to fraud or errors; design and implement appropriate countermeasures for the assessed risks; and obtain sufficient and appropriate audit evidence as the basis for audit opinion. Because fraud may involve collusion, forgery, deliberate omission, false statement or violation of internal control, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by errors.
Obtain the necessary understanding of the internal control relevant to the audit in order to design an appropriate audit procedure under the circumstances, but its purpose is not to express an opinion on the effectiveness of the internal control of Château Hotels & Resorts.
Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.
Based on the obtained audit evidence, make a conclusion on the appropriateness of the management's use of the continuing operations of the accounting basis and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of Château Hotels & Resorts to continue operations. If the accountant believes that there are significant uncertainties in these events or circumstances, he must remind the users of the financial statements in the audit report to pay attention to the relevant disclosures in the individual financial statements, or amend the audit opinion when such disclosures are inappropriate. The accountant’s conclusion is based on the audit evidence obtained as of the audit report date, but future events or circumstances may cause Château Hotels & Resorts to no longer have the ability to continue operations.
Evaluate the overall expression, structure and content of the individual financial statements (including relevant notes), and whether the individual financial statements are appropriate to express relevant transactions and events.
Obtain sufficient and appropriate audit evidence for the financial information of the constituent entities in Château Hotels & Resorts to express opinions on the individual financial statement. The accountant is responsible for the guidance, supervision and execution of the group's audit cases, and is responsible for forming the group's audit opinion.

The accountant also provides the governing body with a statement that the personnel of the accountant’s affairs subject to independence regulations have complied with the independence of code of professional ethics, and communicates with the governing body all relationships and other matters that may be considered to affect the independence of the accountant (including relevant protective measures).

The accountant decided to audit the key audit matter of Château Hotels & Resorts' 2022

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financial statements from the matters communicated with the governing body. The accountant states these matters in the audit report, unless the law does not allow specific matters to be disclosed publicly, or in very rare cases, the accountant decides not to communicate specific matters in the audit report because it can be reasonably expected that the negative impact of this communication will be greater than the public interest promoted.

Deloitte & Touche

Accountant LEE, CHI-CHEN

Accountant YANG, CHAO-CHIN

No. approved by Securities and Futures Commission

No. approved by Financial Supervisory Commission

No. Taiwan-Financial-SecuritiesNo.0920123784

No. Financial-Supervisory-SecuritiesAuditing- No.1060023872

February 27, 2024

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Chateau International Development Company Limited Individual Statement Of Comprehensive Income January 1 to December 31, 2023 and 2022

(Unit: Thousands of New Taiwan Dollars) (However, the earnings per share are New Taiwan Dollars)

Code 4000Operating revenue`（`Notes 4`、`23 and 30`）` 5000Operating costs`（`Notes 11`、` 24 and 30`）` 5900Gross profit (loss) from operations Operating expenses`（`Notes 24 and 30`）` 6100 Selling expenses 6200 Administrative expenses 6000 Total operating expenses 6510Other income`（`Notes 24`）` 6900Net operating income (loss) Non-operating income and expenses`（`Notes 24 and 30`）` 7100 Total interest income 7010 Total other income 7030 Gains on disposals of investment property 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net 7590 Miscellaneous disbursements `（`Next page`）`		Year 2023	Year 2023

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Annex 6 【】

`（` Continued from the previous page `）`

Code 7000 Total non-operating income and expenses 7900Profit (loss) from continuing operations before tax 7950Total tax expense`（`Notes 4 and 25`）` 8200Profit (loss) Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans `（`Notes 21`）` 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income `（`Next page`）`		Year 2023	Year 2023	`％` - 14 3 11 - 4		Year 2022	Year 2022
								`％`
							- 24 5 19 - ( 11 )

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Annex 6 【】

`（`Continued from the previous page`）` Year 2023 Code Amount 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 21 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss `（`Notes 25`）` 62 8300 Components of other comprehensive income that will not be reclassified to profit or loss 28,133 8500Total comprehensive income $ 109,461 Earnings per share`（`Notes 26`）` 9750 Basic earnings per share$ 0.69 9850 Diluted earnings per share 0.69	`（`Continued from the previous page`）` Year 2023 Code Amount 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 21 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss `（`Notes 25`）` 62 8300 Components of other comprehensive income that will not be reclassified to profit or loss 28,133 8500Total comprehensive income $ 109,461 Earnings per share`（`Notes 26`）` 9750 Basic earnings per share$ 0.69 9850 Diluted earnings per share 0.69	`（`Continued from the previous page`）` Year 2023 Code Amount 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 21 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss `（`Notes 25`）` 62 8300 Components of other comprehensive income that will not be reclassified to profit or loss 28,133 8500Total comprehensive income $ 109,461 Earnings per share`（`Notes 26`）` 9750 Basic earnings per share$ 0.69 9850 Diluted earnings per share 0.69	`（`Continued from the previous page`）` Year 2023 Code Amount 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 21 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss `（`Notes 25`）` 62 8300 Components of other comprehensive income that will not be reclassified to profit or loss 28,133 8500Total comprehensive income $ 109,461 Earnings per share`（`Notes 26`）` 9750 Basic earnings per share$ 0.69 9850 Diluted earnings per share 0.69	`％` - - 4 15		Year 2022	Year 2022
		Amount 21 62 28,133 $ 109,461 $ 0.69 0.69				Amount - 268) 90,750) $ 63,544 $ 1.31 1.30		`％`
					( (		(	- - 11) 8

The attached notes are part of this consolidated financial statement.

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Annex 6 【】

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Annex 6 【】

Chateau International Development Company Limited Individual Cash Flow Statement January 1 to December 31, 2023 and 2022

(Unit: Thousands of New Taiwan Dollars)

Code Cash flows from (used in) operating activities, indirect method A10000 Profit (loss) from continuing operations before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20400 Net loss (gain) on financial assets or liabilities at fair value through profit or loss A20900 Interest expense A21200 Interest income A21300 Dividend income A22500 Loss (gain) on disposal of property, plan and equipment A22800 Loss (gain) on disposal of intangible assets A22400 Share of loss (profit) of associates and joint ventures accounted for using equity method A29900 Loss (gain) on disposal of other assets A30000 Changes in operating assets and liabilities A31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Adjustments for decrease (increase) in inventories A31230 Decrease (increase) in prepayments A31240 Adjustments for decrease (increase) in other current assets A32130 Increase (decrease) in notes payable A32125 Increase (decrease) in contract liabilities A32150 Increase (decrease) in accounts payable A32180 Increase (decrease) in other payable	Year 2023 $ 99,934 63,663 40,481 60 7,641 ( 1,342 ) ( 5,845 ) ( 49 ) - ( 469 ) ( 23 ) 1,117 ( 836 ) ( 85 ) ( 1,820 ) 1,522 6 601 ( 6,834 ) ( 4,557 )	Year 2022
		$ 191,776 63,526 43,128 - 6,027 ( 407 ) ( 8,272 ) 3 13 4,463 - 1,592 ( 12 ) 529 ( 2,823 ) ( 1,674 ) 606 ( 1,879 ) ( 109 ) 13,889

（ Next page ）

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Annex 6 【】

`（` Continued from the previous page `）`

Code A32230 Adjustments for increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33500 Income taxes refund (paid) AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00010 Acquisition of financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets at fair value through other comprehensive income B00050 Proceeds from disposal of financial assets at amortised cost B00100 Acquisition of financial assets at fair value through profit or loss B02200 Net cash outflow from acquired subsidiaries B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B04500 Acquisition of operating concession B05350 Acquisition of use-of-right assets B05400 Acquisition of investment properties B06700 Increase in other non-current assets B06800 Decrease in other non-current assets B07100 Increase in prepayments for business facilities B07500 Interest received B07600 Dividends received B09900 Other investing activities BBBB Net cash flows from (used in) investing activities Cash flows from (used in) financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans `（`Next page`）`	Year 2023 ( 157 ) ( 367) 192,641 ( 39,598) 153,043 ( 20,000 ) ( 15,075 ) - ( $ 24,770 ) ( 174,505 ) ( 7,652 ) 85 ( 468 ) ( 14,822 ) ( 1,421 ) ( 26,354 ) ( 2,759 ) 4,353 - 1,342 6,536 ( 30,483) ( 305,993) 195,000 ( 50,000 )	Year 2022
		( 4,303 ) ( 303) 305,770 ( 18,320) 287,450 - - 8,075 ( $ 23,941 ) - ( 30,719 ) - ( 173 ) ( 2,933 ) - - ( 3,250 ) - 2,350 407 8,788 ( 3,975) ( 45,371) - -

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Annex 6 【】

`（`Continued from the previous page`）` Code C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C04020 Payments of lease liabilities C04500 Cash dividends paid C05600 Interest paid CCCC Net cash flows from (used in) financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period	Year 2023 110,000 ( 110,000 ) 120,000 ( 175,000 ) ( 18,191 ) ( 66,914 ) ( 7,112) ( 2,217) ( 155,167 ) 299,203 $ 144,036	Year 2022
		100,000 ( 100,000 ) 210,000 ( 222,033 ) ( 18,138 ) ( 22,305 ) ( 5,921) ( 58,397) 183,682 115,521 $ 299,203

The attached notes are part of this consolidated financial statement.

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【 Annex 7 】

Chateau International Development Co., Ltd. 2023 Profit Distribution List

Unit: New Taiwan Dollar (NT$) Amount Item	Unit: New Taiwan Dollar (NT$) Amount Item
Beginning retained earnings 2023 Net profit after tax Actuarial losses included in retained earnings The accumulated loss which was recognized due to failure to subscribe for new shares in accordance with the shareholding ratio Bonus for Shareholders Appropriation - Stock (NT0.25/share) Bonus for Shareholders Appropriation - Cash (NT0.25/share) 2023 Unappropriated retained earnings Minus: Set Aside Legal Reserve 2023 Earnings for Distribution Distributable items for current period: Self Set Aside Special Reserve	37,680,160 (361,991) (249,131) 81,327,334
	118,396,372 8,071,621 16,143,242
	94,181,509 29,553,580 29,553,589
	35,074,340

Note 1: The Company passed the Amendment to the Articles of Incorporation Proposal in the interim shareholders meeting on February 3, 2012, where since 2001 to 2048, the year that the Company is operated in a single operating base, in case of earnings indicated from the annual accounts, there shall be twenty percent (20%) of Special reserve retained as the Fund for Expansion.
Note 2: The Company has issued a total of 118,214,338 shares.
Note 3: The actual outstanding number of shares of the Company is 111,522,961 shares, and the bonus proposed to appropriate to shareholders in current period is NT$133,827,553, with cash dividend NT$0.6 and stock dividend NT$0.6 per share, for cash dividend appropriated less than NT$1.00 called odd lots, the President is Authorized to take care of it.

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【 Annex 8 】

Chateau International Development Co., Ltd.

List of Candidates for the independent Directors

No.	Candidate name	Education	Main experience and current position	Shareholding when elected
1	Tai Li-Min	Master Degree in Executive Master of Business, National Cheng Kung University, Taiwan Master Degree in Finance, Administration City University Cass Business School, UK Bachelor Degree in Statistic, National Chung Hsin University, Taiwan	Main experience: Financial consultant, Jhao Zih Sing Construction Engineering Co., Ltd. Wealth Management, Director, UBS Private Banking Hong Kong Wealth Management, Director, UBS Private Banking Taipei Main current position: Chairman, HCL Group International Co., Ltd.	0

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【 Annex 9 】

Chateau International Development Co., Ltd.

List of Release the Prohibition on Director Candidates from Participation in Competitive Business


Candidate name	Currently holding positions in other companies
Tai Li-Min	Chairman, HCL Group International Co., Ltd.

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【 Appendix 1 】

Chateau International Development Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1:

The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be Chateau International Development Co., Ltd.

Article 2:

The business items operated by the Company are as follows:

E801010 Indoor Decoration
F101100 Wholesale of Flowers
F107050 Wholesale of Fertilizer
F107080 Wholesale of Environmental Agents
F111090 Wholesale of Building Materials
F113010 Wholesale of Machinery
F201070 Retail sale of Flowers
F203020 Retail Sale of Tobacco and Alcohol
F203010 Retail Sale of Food, Grocery and Beverage
F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F207050 Retail Sale of Fertilizer
F207080 Retail Sale of Environmental Agents
F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies
F211010 Retail Sale of Building Materials
F213080 Retail Sale of Machinery and Tools
F214020 Retail Sale of Motorcycles
F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories
F214060 Retail Sale of Ship and Component Parts Thereof
F501060 Restaurants
H701010 Housing and Building Development and Rental
H701070 Process Zone Expropriation and Urban Land Readjustment Agency
I102010 Investment Consulting
I103060 Management Consulting
I503010 Landscape and Interior Designing
I504010 Floriculture Designing
J101050 Environmental Testing Services
J601010 Arts and Literature Service
J602010 Performing Arts Activities
J701020 Amusement Parks
J701080 Water Recreation Activities Operator
J801030 Athletics and Recreational Sports Stadium
J901020 Regular Hotel
JE01010 Rental and Leasing
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3:

The Company may provide external guarantees and reinvestments for business purposes, and its reinvestments are not subject to the limit of 40% of the Company’s paid-

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in capital under Article 13 of the Company Act.

Article 4:

The Company shall have its head office in Pingtung County, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.

Chapter 2 Capital Stock

Article 5:

The total capital stock of the Company shall be in the amount of NT$ 2,100,000,000, divided into 210,000,000 shares, at NT$10 each, to be issued in installments.

Article 6:

The shares issued by the Company are exempted from printing, but should be registered in Centralized Securities Depository Enterprises.

Article 7:

The registration of the transfer of shares shall be closed within 60 days prior to the annual shareholders’ meeting, within 30 days prior to the extraordinary shareholders’ meeting, or within 5 days prior to the base date of the Company’s decision to distribute dividends and bonuses or other benefits, unless otherwise provided by law.

Except as otherwise provided by laws and regulations and securities regulations, the Company’s stock transactions are handled in accordance with the provisions of the Company Act and the “Regulations Governing the Administration of Shareholder Services of Public Companies”.

Article 8:

The transfer of shares acquired by the Company is limited to the employees of the Company and its domestic and foreign controlled or subordinate companies, and the terms and conditions of the transfer are authorized to be determined by the board of directors.

Article 9:

The issuance of employee stock options and new shares with restricted employee rights are limited to employees of the Company and its domestic and foreign controlled or subordinate companies, and the terms and conditions and the method of transfer are authorized to be determined by the board of directors.

Article 10:

The Company reserves the right to issue new shares in cash for subscription by employees only to employees of the Company and its domestic and foreign controlled or subordinate companies, and the terms and conditions and the manner of subscription are authorized to be determined by the board of directors.

Chapter 3 Shareholders’ Meeting

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Article 11:

There are two types of shareholders’ meetings: annual meetings and extraordinary meetings. Annual meetings are held annually within six months after the end of each fiscal year and convened by the Board of Directors in accordance with the law. Extraordinary meetings are convened in accordance with the law when necessary.

Article 11-1:

The Company may hold the shareholders’ meeting by means of visual communication network or other methods promulgated by the central competent authority. Under the circumstances of calamities, incidents, or force majeure, the central competent authority may promulgate a ruling that authorizes a company, which has no above provision in its Articles of Incorporation, within a certain period of time can hold its shareholders’ meeting by means of visual communication network or other promulgated methods.

In case a shareholders’ meeting is proceeded via visual communication network, then the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

The conditions, operating procedures and other matters to be complied with in the public offering of shares as stipulated in the preceding two items shall be subject to the provisions of the competent securities authorities.

Article 12:

In case that a shareholder cannot attend the shareholders meeting, such shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy’s authorization with his/her signature or stamp.

Article 13:

Each shareholder is entitled to one vote for each share held. However, those shares held in accordance with Article 179 of the Company Act without voting rights.

Article 14:

Unless otherwise provided for in the Company Act, a meeting of shareholders shall proceed only if attended by shareholders representing more than one-half of the total outstanding capital stock of the Company. Resolutions of a shareholders meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting.

In accordance with the regulations of the competent authorities, the shareholders of the Company may also exercise their voting rights electronically or in writing. Shareholders who exercise their voting rights electronically are considered to be present in person, and their relevant matters are handled in accordance with the provisions of the law.

Chapter 4 Directors

Article 15:

The Company shall have 9 to 13 Directors to be elected at the shareholders meeting from among the individuals of legal capacity, with the term of three years. All Directors shall be eligible for re-election.

A candidate nomination system is used for the election of all directors of the

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Company.

The Company may establish independent directors among the aforementioned quota. The number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. A candidate nomination system shall be adopted for the election and they shall be elected by the shareholders from the list of candidate independent directors.

The professional qualifications, shareholdings, restrictions on concurrent positions, nominations and other matters to be followed by independent directors are in accordance with the relevant regulations of the competent securities authorities.

The Company has established an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee is composed of independent directors and its number shall not be less than three, one of whom shall be the convener. The exercise of its powers and functions and related matters shall be governed by the relevant laws and regulations, and its organizational procedures shall be separately determined by the Board of Directors.

Article 16:

The Company may purchase liability insurance for directors and key employees during their tenure of office in respect of their liability under the law for performing the scope of the Company’s business in order to protect the interests of all shareholders and reduce the Company’s operating risks. The Board of Directors is authorized to exercise full authority in matters relating to insurance coverage.

Article 17:

The Directors shall constitute the Board of Directors and shall elect one Chairman and one deputy Chairman of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the Directors. The Chairman shall externally represent the Company.

The powers and duties of the Board of Directors and the manner of resolution shall be in accordance with the provisions of the Company Act of ROC, except that the following matters shall require the approval of at least two-thirds of all directors:

Establish and abolish branch offices.
Review and approve the budget.
Give approval for the company to invest in other businesses.
Propose the distribution of earnings.
Propose division of powers and responsibilities between the Board of Directors and the General Manager.
Employ and dismiss the personnel at the level of Deputy General Manager or above.
Appoint, change or dismiss attorneys and accountants.
Other powers and responsibilities in accordance with the Company Act or the Securities and Exchange Act or the Guidelines for Establishing Internal Control Systems for Public Companies or relevant laws and regulations or resolutions of shareholders’ meetings.
Prepare the proposals to be submitted to the shareholders’ meeting.

If a director is unable to attend a board of directors’ meeting in person for any reason, he or she may appoint another director to attend, but each director may only act for one director.

Article 18:

In case the Chairman of the Board of Directors is on leave or absent or can not exercise his power and authority for any cause, a delegate shall be appointed in compliance with Article 208 of the Company Act.

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Article 19:

The Board of Directors shall convene a meeting of the Board of Directors, stating the reason for the meeting, and notify the directors seven days in advance. However, in case of emergency, board meetings may be called for at any time.

The notice of convening in the preceding paragraph may be made by electronic means with the consent of the parties concerned.

Article 20:

The remuneration of all directors is authorized to be determined by the Compensation Committee based on their participation in the Company’s operations and the value of their contributions, taking into account industry standards, and then submitted to the Board of Directors for resolution.

Chapter 5 Managerial Officials

Article 21:

The Company may have several managerial officers. Appointment, discharge and the remuneration of the managerial officers shall be in compliance with Article 29 of the Company Act unless specified herein.

Chapter 6 Accounting

Article 22:

The fiscal year of the Company starts from Jan. 1 and ends on Dec. 31 each year. After the close of each fiscal year, the Board of Directors shall prepare the following reports. Submitted to the General Meeting of Shareholders for recognition in accordance with statutory procedures

Business report.
Financial statements.
Profit distribution or proposals concerning appropriation of net profits or making up losses.

Article 23:

If there is profit at the end of each fiscal year, no less than 1% of profit of the current year distributable as employees’ compensation shall be appropriated. The Compensation Committee shall make recommendations and submit them to the Board of Directors for resolution, and the distribution shall be made in shares or cash with the presence of at least two-thirds of the Directors and the approval of a majority of the Directors present, and shall be limited to the employees of the Company and its domestic and foreign controlled or subordinate companies; the so-called controlled or subordinate companies are defined in accordance with Article 369-2, Article 369-3, Article 369-9, Paragraph 2 and Article 369-11 of the Company Act. The terms and conditions and the method of distribution are authorized to be determined by the Board of Directors. The Company may set aside not more than 1% of the above-mentioned profit amount as remuneration to directors after the Compensation Committee makes a recommendation and sends it to the Board of Directors for resolution, with the attendance of at least two-thirds of the directors and the approval of a majority of the directors’ present. The remuneration to employees and remuneration to directors should be reported to the shareholders’ meeting.

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However, the Company’s accumulated losses shall have been covered first, and then the remuneration to employees and directors should be provided in proportion to the aforementioned amount.

Article 24:

After closing of accounts, if there is earnings, the Company shall

Make up the losses for the preceding years.
"Net income after tax for the period" plus "Amount of items other than net income for the period included in undistributed earnings for the year". Set aside a legal reserve of 10% of the net profit. Moreover, the Company shall set aside 20% of the special reserve for the expansion fund for each year the that the Company is a single operating base from 2011 through 2048, and shall establish an expansion fund account for the funds set aside each year.
In accordance with the Law, if the amount of "net increase in fair value of investment property accumulated in prior years" and "net decrease in other equity accumulated in prior years" is not sufficient, the same amount of special reserve should be provided from prior years' undistributed earnings before the distribution of earnings, and if there is still a shortfall, the same amount should be provided from current period's net income plus items other than current period's net income.
The Board of Directors shall prepare a proposal for distribution in accordance with the dividend policy and submit it to the shareholders’ meeting for approval after adding the undistributed earnings at the beginning of the period and adjusting the undistributed earnings for the current period.
20% of the special reserve appropriated in accordance with Paragraph 1,
Subparagraph 2:
The funds in the expansion fund account are for exclusive use and are restricted to be used for operations related to the expansion of new operating locations such as building, operating equipment, operating revolving funds or bank guarantees.
The investment targets of the Expanded Fund account are mainly for stable interest earning and are limited to time deposits, government bonds, bond funds, ETF funds and portfolio funds.
Appropriation may be stopped only if one of the following conditions is met: (1) The total amount of investment for acquiring new operational sites must be at least NT$500 million, and the new operational sites must be profitable for two consecutive years.
- (2) The special reserve has doubled the paid-in capital.

The Company is developed steadily currently and will master fluctuations internally and externally to reach sustainability of operation and development. The Board of Directors shall consider the Company’s future capital expenditure budget and capital requirements and evaluate the necessity of using earnings to fund the Company’s operations in order to determine the amount to be retained or distributed as dividends or bonuses to shareholders in the form of cash, with no less than 30% in cash and no more than 70% in stock.

Chapter 7 Supplementary Provisions

Article 25:

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

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Article 26:

When the Company intends to cancel the public offering of its shares, it shall be submitted to the shareholders’ meeting for resolution, and this provision shall not be changed during the period of the Emerging Stock Market and the period of the listed stock market.

Article 27:

The Articles of Incorporation was stablished on Sep. 8, 1995.

1st amendment was made on Nov. 5, 1995. 2nd amendment was made on Apr. 18, 1996. 3rd amendment was made on Jul. 14, 1997. 4th amendment was made on Apr. 3, 1998. 5th amendment was made on Jun. 20, 1998. 6th amendment was made on Jan. 5, 1999. 7th amendment was made on Jul. 28, 2000. 8th amendment was made on Feb. 6, 2001. 9th amendment was made on Jun. 18, 2001. 10th amendment was made on Oct. 16, 2001. 11th amendment was made on Jun. 28, 2002. 12th amendment was made on Sep. 4, 2003. 13th amendment was made on Mar. 8, 2005. 14th amendment was made on Jun. 23, 2006. 15th amendment was made on Nov. 17, 2006. 16th amendment was made on May. 9, 2007. 17th amendment was made on Dec. 5, 2007. 18th amendment was made on May. 5, 2008. 19th amendment was made on Mar. 10, 2009. 20th amendment was made on Nov. 9, 2010. 21st amendment was made on May. 13, 2011. 22nd amendment was made on Feb. 3, 2012. 23th amendment was made on Mar. 4, 2013. 24th amendment was made on May. 23, 2013. 25th amendment was made on May 23, 2016. 26th amendment was made on May 17, 2019. 27th amendment was made on May 6, 2021. 28th amendment was made on May 25, 2022.

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【 Appendix 2 】

Chateau International Development Co., Ltd.

Rules of Procedure for Shareholders Meetings

Article 1:

The rules of procedures for this Corporation’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2: (Principles determining the time and place of a shareholders meeting) The venue for a shareholders meeting shall be the premises of this Corporation, 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.

When the Company holds a shareholders' meeting by means of video conference, the Company shall be exempted from the meeting place restriction in the preceding paragraph.

Article 3: (Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation’s shareholders meetings shall be convened by the board of directors.

Any change in the manner of holding a shareholders' meeting shall be resolved by the Board of Directors and shall be made at the latest before the mailing of the notice of the shareholders' meeting.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation 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. However, if the Company's paid-in capital reached NT$10 billion or more as of the end of the most recent fiscal year, or if the total percentage of foreign-invested and China-invested shares recorded in the shareholders' register of the Company reached 30% or more as of the most recent fiscal year, the Company shall complete the transmission of electronic records before the shareholders' meeting 30 days prior to the meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation 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 this Corporation and the professional shareholder services agent.

The aforementioned handbook and supplementary information shall be made available to shareholders on the date of the shareholders' meeting in the following manner:

If a physical shareholders' meeting is held, it shall be distributed on site at the shareholders' meeting.

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When a video-assisted shareholders' meeting is held, it shall be distributed onsite at the shareholders' meeting and transmitted to the video conference platform by electronic file.
When a shareholders' meeting is held by video conference, it should be sent to the video conference platform by electronic file.

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, 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 Article 185, paragraph 1, Article 26-1, Article 43-6 of Securities and Exchange Act, Article 56-1 and Article 60-2 of 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 one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Shareholders may submit a proposal for urging the corporation to promote public interests or fulfill its social responsibilities, however, in terms of procedure, the number of items so proposed is limited to one only in accordance with the relevant regulations in 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, this Corporation 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 no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

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

Article 4: (proxy attending the shareholders meeting and authorization)

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy’s authorization.

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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 this Corporation 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 this Corporation, if the shareholder intends to attend the meeting in person, a written notice of proxy cancellation shall be submitted to this Corporation 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.

If a shareholder wishes to attend a shareholders' meeting by video conference after the proxy form has been delivered to the Company, he/she shall give written notice of revocation to the Company two days prior to the shareholders' meeting; if the proxy is revoked after that date, the proxy shall be the one who attends and exercises the right to vote.

Article 5: (Preparation of documents such as the attendance book) The Company shall specify in the notice of the meeting the time and place for the shareholders, solicitors and proxy (hereinafter referred to as shareholders) to report to the meeting, and other matters to be noted.

The above-mentioned time for receiving shareholders' report shall be at least 30 minutes prior to the commencement of the meeting; the check-in area shall be clearly marked and adequate and appropriate personnel shall be assigned to handle the checkin; the shareholders who have completed the check-in shall be deemed to be present in person at the shareholders' meeting.

Shareholders and their proxies shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This 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.

This Corporation shall furnish the attending shareholders or their proxies (collectively, “shareholders”) with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

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

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

If a shareholders' meeting is held by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders' meeting.

If a shareholders' meeting is held by video conference, the Company shall upload the meeting booklet, annual report and other relevant information to the shareholders' meeting video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them until the end of the meeting.

Article 5-1 Convening a video conference of the shareholders' meeting and the matters to be included in the notice of convening

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The Company shall convene a video conference of the shareholders' meeting by
stating the following in the notice of the shareholders' meeting: 1. Methods of shareholders' participation in video conferences and exercise of rights.
If the video conferencing platform or video call is impaired due to natural disasters, events or other force majeure circumstances, at least the following items shall be included:
- (1) The time when the meeting has to be postponed or adjourned due to the continued failure to remove the preexisting obstacles, and the date when the meeting has to be postponed or adjourned.
- (2) Shareholders who have not registered to participate in the original shareholders' meeting by video conference are not allowed to participate in the adjourned or reconvened meeting.
- (3) If a video-assisted shareholders' meeting cannot be continued, the shareholders' meeting shall continue if the total number of shares present reaches the legal quota for the shareholders' meeting after deducting the number of shares present at the shareholders' meeting by means of video, and the number of shares present at the shareholders' meeting by video conference shall be counted as the total number of shares present, and all motions at the shareholders' meeting shall be deemed to be abstained.

(4) The way to handle the situation in case all the motions have been announced but no provisional motion has been made. The shareholders' meeting held by video conference shall be convened with appropriate alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by video conference.

Article 6: (The chair and non-voting participants of a shareholders meeting) If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, provisions in Article 208 of the Company Act shall be complied.

It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors.

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.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 7: (Calculation on the number of shares in attendance and call the meeting)

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares attended is based on the number of shares reported in the sign-in book or the attendance card and the video conference platform, and sign-in cards handed in 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 announce relevant information of the number of attendance without voting rights and the number of shares in attendance, etc. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a

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postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made.

If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the shareholders' meeting is held by video conference, the Company shall also announce dismissal of the meeting on the video conference platform of the shareholders' meeting.

Article 8: (Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place.

Article 9: (Shareholder speech)

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

A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder (including a natural person and a juristic person) may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the

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same proposal. In the event of a dispute or uncertainty among the delegates, the chairman may designate one of the delegates to speak, and any second person or more shall be deemed not to have spoken.

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

If a shareholders' meeting is convened by video conference, shareholders participating by video conference may ask questions by text on the video conference platform after the chairman announces the meeting and before the meeting is adjourned, with the number of questions per motion not to exceed two and each time limited to 200 words; provided that it does not apply to the provisions in Paragraph 1 to 5.

If the aforementioned question does not violate the regulations or is within the scope of the motion, it is appropriate to disclose the question on the video conference platform of the shareholders' meeting for public information.

If a person violates the provisions of these rules regarding speech, his or her speech shall be considered as not having been delivered, and the chairman may stop his or her speech, and the speech shall not be included in the record of proceedings, and shall be handled in accordance with the provisions of Article 15.

Article 10: (Calculation of voting shares and recusal system)

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 this Corporation, 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 three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 11: (Motion voting, vote monitoring and vote counting)

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 Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder 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 this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic

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means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 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 by video conference, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, 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 this Corporation’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. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an 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 any one 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 be shareholders of this Corporation.

The counting of votes for a shareholders' meeting resolution or an election proposal shall be done openly in the venue of the shareholders' meeting, and the voting results, including the number of votes counted, shall be announced and recorded on the spot after the counting of votes is completed.

When the Company convenes a shareholders' meeting by video conference, the shareholders participating by video conference shall vote on each motion and election motion through the video conference platform after the chairman announces the opening of the meeting, and shall complete the voting before the chairman announces the closing of the voting, and any delay shall be deemed as abstention.

If the shareholders' meeting is convened by video conference, the chairman shall announce the close of the voting and announce the voting and election results for a onetime vote count.

When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video conference in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall deregister in the same manner as they registered two days prior to the shareholders' meeting; if they deregister after that time, they may attend the shareholders' meeting by video conference only.

Those who exercise their voting rights by written or electronic means without revoking their intention and participate in the shareholders' meeting by video conference may not exercise their voting rights on the original motion or propose

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amendments to the original motion or exercise their voting rights on the amendments to the original motion, except for temporary motions.

Article 12: (Matters for election)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 13: (Meeting minutes and signed matters)

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.

A public company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the 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 Corporation.

If a shareholders' meeting is convened by video conference, the minutes of the meeting shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and the minutes of the meeting, and the manner and circumstances under which the video conference platform or video call may be obstructed due to natural disasters, events or other force majeure circumstances.

In addition to the aforementioned provisions, the Company shall convene a shareholders' meeting by video conference and shall include in the minutes of the meeting alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by means of video.

The attendance book of the attending shareholders and the proxy form of the attending proxies shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 14: (Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxy agent, the number of shares attended by shareholders by written or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. If a shareholders' meeting is held by video conference, the Company shall upload the aforementioned information to the video conference platform of the shareholders' meeting at least 30 minutes prior to the commencement of the meeting and continue to disclose the information until the end of the meeting.

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The Company shall disclose the total number of shares of shareholders present on the video conference platform at the time of announcing the commencement of the shareholders' meeting. The same applies if the total number of shares and voting rights of shareholders’ present are also counted during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 15: (Maintaining order at the meeting place)

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 this Corporation, 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 16: (Recess and resumption of a shareholders meeting)

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 17: (Documentation of a shareholders meeting by audio or video)

This Corporation shall continuously and uninterruptedly record and video tape the whole process of shareholders' report, meeting and vote counting from the time of receiving shareholders' report.

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

If a shareholders' meeting is held by video conference, the Company shall keep records of the shareholders' registration, registration, attendance, questions, voting and the Company's vote counting results, and shall continuously and uninterruptedly record and video tape the entire video conference.

The Company shall keep the aforementioned information and audio recordings for the duration of their existence, and shall provide the audio recordings to the person to whom the video conference is entrusted for retention.

If the shareholders' meeting is held by video conference, the Company is advised to record the operation interface of the backend of the video conference platform.

Article 18 (Video Conference Information Disclosure)

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If a shareholders' meeting is held by video conference, the Company shall disclose the voting results of each motion and election results on the video conference platform of the shareholders' meeting immediately after the close of voting in accordance with the regulations, and shall continue to disclose the results for at least fifteen minutes after the meeting is adjourned by the chairman.

Article 19 (Location of the chairman and recorder of the shareholders' meeting) When the Company holds a shareholders' meeting by video conference, the chairman and the recorder shall be present at the same place in the country, and the chairman shall announce the address of such place at the time of the meeting.

Article 20 (Handling of Interruptions)

If a shareholders' meeting is held by video conference, the Company may provide a simple connection test for shareholders before the meeting and provide related services immediately before and during the meeting to assist in handling technical problems of communication.

If a shareholders' meeting is convened by video conference, the chairman shall, at the time of announcing the meeting, separately announce that, except for the circumstances specified in Article 44-24 of the Guidelines Governing the Handling of Stock Issuances by Public Companies that do not require the adjournment or continuation of the meeting, if, before the chairman announces the adjournment of the meeting, an obstacle to participation on the video conference platform or by video call occurs due to a natural disaster, an event or other force majeure that lasts for more than 30 minutes, the date of the meeting shall be adjourned or renewed within five days, and the provisions of Article 182 of the Company Act shall not apply.

In the event of an adjournment or renewal of a meeting, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the adjourned or renewed meeting.

The number of shares, voting rights and voting rights exercised at the original shareholders' meeting shall be counted as the total number of shares, voting rights and voting rights of shareholders present at the adjourned or renewed meeting for those shareholders who have registered to attend the original shareholders' meeting by video conference and have completed reporting for the meeting, but have not attended the adjourned or renewed meeting.

If the shareholders' meeting is adjourned or reconvened in accordance with Paragraph 2, it is not necessary to discuss and resolve again the motions for which the voting and counting of votes have been completed and the voting results or the list of directors elected have been announced.

When the Company holds a video-assisted shareholders' meeting and the video conference meeting cannot be continued due to the reasons in Paragraph 2, if the total number of shares present still reaches the legal quota for the shareholders' meeting after deducting the number of shares present by video, the shareholders' meeting shall continue without postponement or subsequent meeting in accordance with Paragraph 2.

In the event that a meeting should be continued in accordance with the preceding paragraph, the number of shares attended by shareholders participating in the meeting by video conference shall be counted as the total number of shares of shareholders present, but shall be deemed to be abstained for all motions at that meeting.

If the Company adjourns or renews a meeting in accordance with Paragraph 2, the Company shall comply with the provisions set forth in Article 44, Paragraph 27 of Regulations Governing the Administration of Shareholder Services of Public Companies, and shall complete the relevant preliminaries in accordance with the date of the original shareholders' meeting and the provisions of each such Article.

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If a public company attends a shareholders' meeting using the latter paragraph of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, or the period specified in Article 44-5, Paragraph 2, Article 44-15, or Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Paragraph 2.

Article 21 (Handling the digital gap)

When the Company holds shareholders' meeting by means of video conference, the Company shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting by video conference.

Article 22:

In regard to all matters not provided for herein, the Company Act and other relevant regulations shall govern.

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.

Article 23:

The establishment was made on May 5, 2008 during the annual shareholders meeting.

1st amendment was made on May. 13, 2011. 2nd amendment was made on Feb. 3, 2012. 3rd amendment was made on Mar. 4, 2013. 4th amendment was made on May 11, 2015. 5th amendment was made on May 12, 2019. 6th amendment was made on May 06, 2021. 7th amendment was made on Nov. 25, 2022.

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【 Appendix 3 】

Chateau International Development Co., Ltd.

Procedures for Election of Directors

Article 1

To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

Except as otherwise provided by law and regulation or by this Corporation’s Articles of Incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 3

The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include,

without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture. 2. Professional knowledge and skills:A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to

perform their duties; the abilities that must be present in the board as a whole are as follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

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Article 4

The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 5

Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6

The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

The Company adopts the candidate nomination system for the election of independent directors. Shareholders should select candidates from the list of independent directors.

Independent directors and non-independent directors shall be elected together in accordance with the Articles of Incorporation and the relevant provisions of these Measures, and the elected quota shall be calculated separately.

Article 7

The board of directors shall prepare separate ballots for directors in numbers

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corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8

The number of directors will be as specified in this Corporation’s articles of incorporation, with voting rights separately calculated for independent and nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10

A ballot is invalid under any of the following circumstances:

The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.

Article 11

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

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 one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

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Article 12

The board of directors of this Corporation shall issue notifications to the persons elected as directors.

Article 13

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.

Article 14

The establishment was made on May 13, 2011 during the annual shareholders meeting.

1st amendment was made on Mar. 4, 2013. 2nd amendment was made on May 23, 2013. 3rd amendment was made on May 6, 2021. 4th amendment was made on May 25, 2022.

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【 Appendix 4 】

Shareholdings of All Directors

The paid-in capital of the Company is NT$ 1,182,143,380 and the number of shares issued is 118,214,338.
In accordance with the provisions in Article 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum legally-held shares of all directors are 8,866,075 shares.
The company has designed an audit committee, so there is no applicable statutory number of shares held by supervisors.
Shareholdings of individual and all directors recorded in the shareholders’ roster as of the CSDE (March 31, 2024) of this Annual Stockholders’ Meeting are stated as follows:

Title	Name	Appointmen t Date	Term (Years)	Shareholding when elected	Shareholding when elected	Shareholding	on CSDE
				shares	%	shares	%
Director	Guantian Investment Development Co., Ltd. Representative: CHEN, SIE-TONG	2022.05.25	3	29,773,581	26.69%	34,803,238	29.44%
Director	Guantian Investment Development Co., Ltd. Representative: YOU, GUO-FANG	2022.05.25	3
Director	AARON CHEN	2022.05.25	3	1,599,084	1.43%	1,695,029	1.43%
Director	Zhongxin Development Co.,Ltd. Representative: CHANG, HUEI-RU	2022.05.25	3	22,491,623	20.17%	23,310,120	19.71%
Director	Zhongjia International Investment Co., Ltd.	2022.05.25	3	5,928,269	5.32%	6,210,965	5.25%
Director	CHEN, PIN-CHUN	2022.05.25	3	812,723	0.73%	861,486	0.72%
Director	CHEN, LONG-FONG	2022.05.25	3	0	0.00%	0	0.00%
Director	Hsin-shih Textile Co., Ltd. Representative: CHEN, MI-JYUAN	2022.05.25	3	144,727	0.13%	124,790	0.10%
Director	DU, CIOU-PING	2022.05.25	3	875,613	0.79%	906,129	0.76%
Independent Director	WANG, HONG-CYUAN	2022.05.25	3	0	0.00%	0	0.00%
Independent Director	JIAN, HAN-RU	2022.05.25	3	0	0.00%	0	0.00%
Actual Shareholding of all Supervisors				61,625,620	55.26%	67,911,757	57.44%

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【 Appendix 5 】

The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

Unit: in thousands of NT$, share

Item	Year	Year	2023 (Estimates)
Initial Paid-in	Capital		1,182,143
Current Year Dividends	Cash dividend per share		0.25(Note 2)
	Number of share allotment from earnings transferred to capital		0.25(Note 2)
	Number of share allotment from capital surplus transferred to capital		0
Variation of Operational Performance	Operating profit		Note 1
	Year-over-year Increase(decrease)ratio of operating profit
	Netprofit after tax
	Year-over-year Increase(decrease)ratio of netprofit after tax
	Earningsper share(NT$)
	Year-over-year Increase(decrease)ratio of earningsper share
	Annual average return on investment (Reciprocal annual average P/E ratio)
Pro forma Earnings per share and P/E ratio	If the total amount of earnings transferred to capital changes to cash dividend	Pro forma earningsper share(NT$)
		Pro forma annual average return on investment
	In case of capital surplus was not transferred to capital	Pro forma earningsper share(NT$)
		Pro forma annual average return on investment
	In case of capital surplus and earnings not yet been transferred to capital and changed to cashdividend	Pro forma earningsper share(NT$)
		Pro forma annual average return on investment

Note 1. The Company has not made 2023 financial forecast in public, hence, no need to disclose estimates for 2023.

Note 2. The dividends of current year is about to be determined in the Shareholders’

Meeting.

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AI assistant

Chateau — AGM Information 2024

52188_rns_2024-06-04_1fffa7f3-9c54-4968-b413-c3f08aa85772.pdf

Handbook

Contents

I. Meeting Procedure

Chateau International Development Co., Ltd.

Procedure for the 2024 Annual Meeting of Shareholders

II. Meeting Agenda

Chateau International Development Co., Ltd.

Agenda of 2024 Annual Meeting of Shareholders

5. Matters for Discussion

6. Elections

A. Elect one independent director

Report items

1. 2023 Business report

Explanation:

2. Audit Committee's Review Report

3.The Status of Endorsement and Guarantee and Loaning of Funds to Others in 2023

4. To report 2023 employee and director remuneration distribution situation, 2023 director's individual remuneration, the company's remuneration policy and the relationship between remuneration and performance evaluation results

5. Report on significant related party transactions in 2023

6. Report on the amendment to “Rules of Procedure for Board of Directors Meetings”

7. Report on other matters

Acknowledged Items

1. Adopt 2023 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanation:

Resolution:

2. Adopt 2023 Profit Distribution.

(Proposed by the Board of Directors)

Explanation:

Resolution:

Matters for Discussion

1. The proposal of the 2023 surplus profit distributed in the form of new shares for capital increase.

Elections

1. Elect one independent director.

Other Matters

1. Proposal for Release the Prohibition on Director from

Participation in Competitive Business.

Extempore Motion

Adjournment

2023 Business report

I. We would like to report our business results for the year 2023 as follows:

(I) Business Plan Implementation Results

1. Guest rooms:

2. Restaurants:

3. Operating Revenue:

(II) Budget Performance Report:

(III) Financial Reporting

1. Net Assets and Liabilities:

2. Profit and Loss:

(IV) Financial Income and Expenses and Profitability

II. Outline of 2023 business plan and future development strategy

III. The effect on the company from external competitive environment, regulatory environment and overall business environment

IV. Future Development Strategy

Audit Committee's Review Report

Chateau International Development Co., Ltd.

【Annex 3】

a. The company's 2023 director's individual remuneration:

b. The company's remuneration policy and the relationship between remuneration and performance evaluation results

Chateau International Development Co., Ltd.

Comparison Table of Amended Rules of Procedure for Board of Directors Meetings

Independent Auditors’ Report (Consolidated Financial Statements)

Opinion

Basis of Opinion

Key Audit Matter

Corresponding audit procedures

4. Other items

Responsibilities of Management and Governing body for consolidated financial statements

The accountant's responsibility for auditing the consolidated financial statements

Deloitte & Touche

Accountant LEE, CHI-CHEN

Accountant YANG, CHAO-CHIN

Chateau International Development Company Limited and subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2023 and 2022

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Chateau International Development Company Limited and subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2023 and 2022

Independent Auditors’ Report (Parent Company Only Financial Statements)

Opinion

Basis of Opinion

Key Audit Matters

Chateau AGM Information 2024

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