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Chateau AGM Information 2025

Jun 6, 2025

52188_rns_2025-06-06_2b80d8ce-7800-4716-bf7d-d3f29d899264.pdf

AGM Information

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Stock Code:2722

==> picture [271 x 87] intentionally omitted <==

Chateau International Development Co., Ltd.

2025 Annual Meeting of Shareholders

Handbook

Type: Physical Shareholders Meeting

Time: 10:00 a.m. on Tuesday, May 27, 2025 Place: Hotel Château Anping (No. 47, Xinjian Rd., South Dist., Tainan City)

Contents

  1. Meeting Procedure ........................................................................................... 1 02. Meeting Agenda ............................................................................................... 2 03. Report items ..................................................................................................... 3 04. Acknowledged Items ........................................................................................ 5 05. Matters for Discussion ..................................................................................... 6 06. Elections .......................................................................................................... 7 07. Other Matters ................................................................................................... 8 08. Extempore Motion ........................................................................................... 8 09. Adjournment .................................................................................................... 8 10. Supplementary Meeting Materials .................................................................... 9 (1) Business Report ................................................................................................ 9 (2) Audit Committee's Review Report ................................................................. 13 (3) Report on Directors’ Remuneration for the Year 2024 ................................... 14 (4) Consolidated Financial Statements .................................................................. 18 (5) Standalone Financial Statements ..................................................................... 30 (6) Statement of Earnings Distribution ................................................................. 42 (7) Comparison Table of Amendments to the Articles of Incorporation ............... 43 (8) List of Candidates for the 11th Board of Directors .......................................... 45 (9) Details of Positions Subject to Release from Non-Competition Restrictions ... 48 (10) Articles of Incorporation (Before Amendment) ............................................. 50 (11) Rules of Procedure for Shareholders’ Meetings ............................................ 57

-i-

(12) Procedures for Election of Directors ............................................................. 68 (13) Directors’ Shareholding Status ...................................................................... 72

-ii-

01. Meeting Procedure

Chateau International Development Co., Ltd.

Procedure for the 2025 Annual Meeting of Shareholders

  1. Call the Meeting to Order (report the total shares represented by shareholders present in person or by proxy and the attendance rate)

  2. Chairperson Remarks

  3. Report items

  4. Acknowledged Items

  5. Matters for Discussion

  6. Elections

  7. Other Matters

  8. Extempore Motion

  9. Adjournment

-1-

02. Meeting Agenda

Chateau International Development Co., Ltd.

Agenda of 2025 Annual Meeting of Shareholders

Time: 10:00 a.m. on Tuesday, May 27, 2025

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

  • (1)Call the Meeting to Order (report the total shares represented by shareholders present in person or by proxy and the attendance rate)

  • (2)Chairperson Remarks

  • (3)Report items

  • To report the business of 2024

  • Audit Committee's review report

  • The Status of Endorsement and Guarantee and Loaning of Company Funds

  • Report on the distribution of employee remuneration and director remuneration in 2024

  • Report on Remuneration Paid to Directors for the Year 2024

  • Report on Material Related-Party Transactions in 2024

  • Report on the Implementation of the Improvement Plan for Subsidiary’s Excess Lending

  • Other Reports

(4)Acknowledged Items

  1. To accept 2024 Business Report and Financial Statements

  2. To approve the proposal for distribution of 2024 profits

  3. (5)Matters for Discussion

  4. Proposal for Amendments to the Articles of Incorporation

  5. Proposal for Distribution of Cash Dividends from Capital Reserve

(6)Elections

  1. Proposal for the Election of the 11th Term Board of Directors

  2. (7)Other Matters

  3. Proposal to Release the Newly Elected Directors from Non-Competition Restrictions

  4. (8)Extempore Motion

  5. (9)Adjournment

-2-

03. Report items

1. To report the business of 2024

Explanation:

Please refer to pages 9-12 for the company's 2024 annual business report.

2. Audit Committee's Review Report

Explanation:

Please refer to page 13 for the Audit Committee Audit Report.

3. The Status of Endorsement and Guarantee and Loaning of Funds to Others in 2024

Explanation:

  • (1) There are no endorsements and guarantees in 2024.

  • (2) There is no loaning of funds to others in 2024.

4. Report on the distribution of employee remuneration and director remuneration in 2024

Explanation:

The 10th Board of Directors of the Company approved the distribution of employees’ remuneration and directors’ remuneration for the year 2024 during the 2025 first board of directors’ meeting held on February 27, 2025, which is described as follows:

  • (1) Employee’ compensation: NT$48,702, paid in cash.

  • (2) Directors’ compensation: NT$45,000, paid in cash.

5. Report on Remuneration Paid to Directors for the Year 2024

Explanation:

For information regarding the individual remuneration of directors, the remuneration policy, and the correlation between remuneration and performance evaluation for the year 2024, please refer to pages 14-17.

6. Report on significant related party transactions in 2024

Explanation:

The company has no significant related party transactions in 2024

7. Report on the Implementation of the Improvement Plan for Subsidiary’s Excess Lending

Explanation:

  • (1) This matter is handled in accordance with the Financial Supervisory Commission’s letter No. 1140337309 dated March 24, 2025.

-3-

  • (2) The subsidiary, Chateau Real Estate Development Co., Ltd., provided intercompany financing to the Company in an amount exceeding the approved limit, primarily due to a decrease in the subsidiary’s net worth. The approved lending limit of NT$240,000 thousand was subsequently reduced to NT$220,000 thousand by resolution of the subsidiary’s Board of Directors on March 31, 2025. The Company has reported to the Board of Directors on a quarterly basis for ongoing monitoring and control. As of now, there is no excess in the lending amount, and the issue has been resolved.

  • (3) Submitted for review and audit.

8. Report on other matters

-4-

04. Acknowledged Items

1. To accept 2024 Business Report and Financial Statements

(Proposed by the Board of Directors)

Explanation:

  • (1) 2024 Financial Statements were audited by accountants, Liao, Hong-Ru and Yang, Chao Chin of Deloitte & Touche with audit reports provided.

  • (2) The accompanying Financial Statements and Business Report were audited by Audit Committee and have been approved by first Board meeting in 2025 of the 10th Board of Directors. (Please refer to page 9-12 and 18-41)

  • (3) Please adopt the proposal.

Resolution:

2. To approve the proposal for distribution of 2024 profits (Proposed by the Board of Directors)

Explanation:

  • (1) For the fiscal year 2024, the Company’s net income after tax amounted to NT$3,418,543. This includes an actuarial loss of NT$205,506, a gain of NT$1,550,413 from the disposal of equity instruments measured at fair value through other comprehensive income, and an adjustment to retained earnings of NT$276,448 due to equity-method investments. In accordance with applicable regulations, NT$448,700 and NT$24,115,476 were appropriated to the legal reserve and special reserve, respectively. Additionally, a special reserve of NT$897,400 was voluntarily appropriated. The distributable earnings for the year amount to NT$14,099,766.

  • (2) Please refer to page 42 for the earnings distribution table.

  • (3) Submitted for approval.

Resolution:

-5-

05. Matters for Discussion

1. Proposal for Amendments to the Articles of Incorporation

(Proposed by the Board of Directors)

Explanation:

  • (1) This matter is handled in accordance with the Taiwan Stock Exchange Corporation’s letter No. 1130021771 dated November 13, 2024.

  • (2) Please refer to pages 43-44 for the comparison table of the amendments to the Company’s Articles of Incorporation.

  • (3) Submitted for resolution.

Resolution:

2. Proposal for Distribution of Cash Dividends from Capital Surplus – Submitted for Resolution

(Proposed by the Board of Directors)

Explanation:

  • (1) In accordance with Article 241 of the Company Act, the Company proposes to distribute NT$21,475,454 in cash dividends to shareholders out of the capital surplus derived from the share premium. Based on the shareholding recorded in the shareholders’ register on the distribution record date, a cash dividend of NT$0.15 per share will be distributed.

  • (2) The cash dividend distribution from capital surplus will be calculated based on the distribution ratio and rounded down to the nearest whole New Taiwan Dollar. Amounts less than one dollar will be disregarded, and the Chairman is authorized to handle such fractional amounts.

  • (3) In the event of any change in the total number of outstanding shares that affects the distribution ratio, the Chairman shall be fully authorized by the shareholders’ meeting to adjust and handle related matters accordingly.

  • (4) Upon approval of this capital surplus cash dividend distribution by the Annual General Shareholders’ Meeting, the Chairman is authorized to determine the exdividend date, dividend payment date, and handle all other related matters.

  • (5) Submitted for resolution.

Resolution:

-6-

06. Elections

1. Election of the 11th Board of Directors – Proposed for Re-election

(Proposed by the Board of Directors)

Explanation:

  1. The term of the Company’s 10th Board of Directors will expire on May 24, 2025. A full re-election is scheduled to be conducted at this Annual General Shareholders’ Meeting.

  2. In accordance with Article 15 of the Company’s Articles of Incorporation and the resolution of the first meeting of the 10th Board of Directors in 2025, twelve directors (including three independent directors) shall be elected for the 11th Board. The term of office will be three years.

  3. The newly elected directors will assume office immediately following the adjournment of this Annual General Shareholders’ Meeting. Their term will run from May 27, 2025, to May 26, 2028. Re-election is permitted. The current directors shall retire on the date the new directors are elected.

  4. Pursuant to Article 4 of the Company’s Audit Committee Charter, the Audit Committee shall consist entirely of independent directors. To align with the reelection, the new members of the Audit Committee will also assume office immediately following the adjournment of this Annual General Shareholders’ Meeting, with a term from May 27, 2025, to May 26, 2028.

  5. This election shall be conducted in accordance with the Company’s Articles of Incorporation and the Procedures for Election of Directors. The list of candidates for the 11th Board of Directors was approved by the Board of Directors on April 15, 2025. For details, please refer to pages 45-47.

Resolution:

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07. Other Matters

1. Proposal to Release Newly Elected Directors from Non-Competition Restrictions

(Proposed by the Board of Directors) Explanation:

  • (1) Pursuant to Article 209 of the Company Act, "A director who conducts, on his/her own behalf or on behalf of another person, any business that is within the scope of the Company's business shall explain to the shareholders’ meeting the essential contents of such conduct and obtain its approval."

  • (2) To explore market opportunities and promote business growth, the Company proposes to release the newly elected directors from the non-competition restrictions, provided that such conduct does not impair the interests of the Company.

  • (3) For details regarding the positions of directors and their representatives (including independent directors) subject to this release from non-competition restrictions, please refer to page 48.

  • (4) Submitted for resolution.

08. Extempore Motion

09. Adjournment

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10. Supplementary Meeting Materials

(1) Business Report

Impacted by External Competition, Regulations, and Macroeconomic Conditions The year 2024 (Year 113 of the Republic of China calendar) was a challenging one for the tourism industry in scenic areas. According to statistics released by the Tourism Bureau of the Ministry of Transportation and Communications, outbound travel by Taiwanese nationals and inbound tourist visits grew by 44.6% and 22.6% respectively. The number and growth rate of outbound travelers outpaced those of inbound tourists, indicating a clear post-pandemic shift in travel patterns from domestic to international tourism.

In 2024, the occupancy rate of tourist hotels saw a slight increase of 0.22%, while the average room rate decreased by NT$129. Total operating revenue grew by 2.87%. Major regions contributing to this revenue growth included New Taipei City (+14.61%), Taipei City (+9.82%), Hsinchu County (+14.73%), and Nantou County (+13.76%). Conversely, significant declines were recorded in Hualien County (–53.18%), Taitung County (– 18.57%), Pingtung County (–17.17%), Kinmen County (–10.49%), and Penghu County (–6.50%)—areas that are largely scenic destinations.

According to the Department of Statistics, Ministry of Economic Affairs, the catering industry’s total revenue increased by 3.58%, with restaurant services growing by 2.89% and catering and meal services growing by 13.29%. This indicates strong demand for wedding-related services as the wedding market recovers in the post-pandemic era.

Future Development Strategy

In September 2024, the Company established a wholly owned subsidiary, Chateau Real Estate Development Co., Ltd. In October, the subsidiary signed a Build-Operate-Transfer (BOT) agreement with Wuling Farm under the Veterans Affairs Council for the “Yilan Zan Veterans Cultural and Recreation BOT Project.” The agreement covers a total area of 51,150.65 square meters (approximately 15,473 pings) and spans a duration of 50 years. The project envisions Yilan Zan as the nation’s first demonstration park that integrates leisure tourism with AI-powered smart healthcare services, setting a new benchmark for the international wellness tourism industry.

Built upon the foundation of sustainability and the UN Sustainable Development Goals (SDGs), sustainable tourism has become one of the key themes. While tourism is often called a smokeless industry, its pre-pandemic rapid growth and traveler density contributed significantly to carbon emissions and various forms of environmental pollution. As the world transitions into a post-pandemic normal and borders gradually reopen, the importance of sustainable tourism is once again being emphasized.

We believe the core value of sustainability lies in the mindset and actions that consider the future—a gift we can all leave behind. In alignment with the government’s vision to create livable and balanced communities, we promote in-depth travel experiences that immerse visitors in local culture and cuisine. Through local, ecological, and green tourism, we hope to redefine travel as a meaningful and responsible activity.

As the Company continues to strive for greater profitability, we remain committed to our social responsibility—giving back to the community. We will actively participate in community development and charitable initiatives. With the dedication of our management team, we are confident in achieving our goals. We sincerely thank our shareholders for their continued support and guidance.

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Operating Results for 2024 1. Implementation of the Business Plan

(1) Standalone Business Plan Implementation Results

Operating Results for 2024
1. Implementation of the Business Plan
(1) Standalone Business Plan Implementation Results		 Operating Results for 2024
1. Implementation of the Business Plan
(1) Standalone Business Plan Implementation Results		 Operating Results for 2024
1. Implementation of the Business Plan
(1) Standalone Business Plan Implementation Results		 Operating Results for 2024
1. Implementation of the Business Plan
(1) Standalone Business Plan Implementation Results
Unit: NT$thousand
Item 2024 2023 Growth Rate (%)
OperatingRevenue 602,380 735,612 -18.11%
Operating Costs 370,312 390,959 -5.28%
GrossProfit (Loss) 232,068 344,653 -32.67%
OperatingExpenses 233,268 245,644 -5.04%
OperatingIncome (Loss) (1,204) 99,058 -101.22%
Non-operatingIncome andExpenses 5,981 876 582.76%
Income (Loss)BeforeTax 4,777 99,934 -95.22%
NetIncome (Loss)forthePeriod 3,419 81,328 -95.80%
OtherComprehensiveIncome (Loss) (84,463) 28,133 -400.23%
Total Comprehensive Income(Loss) (81,044) 109,461 -174.04%

Explanatory Notes:

  • a. Gross Profit, Operating Income, Pre-tax Income, and Net Income:

The decreases were mainly due to a decline in operating revenue in 2024.

  • b. Non-operating Income and Expenses:

The increase was primarily due to the reclassification of the Company's investment in LESHI from equity method to "financial assets at fair value through other comprehensive income (FVOCI) – current," resulting in a recognized investment gain of NT$36,609 thousand, interest expenses of NT$15,156 thousand, and the Company’s share of losses from subsidiaries, associates, and joint ventures totaling NT$22,053 thousand under the equity method.

  • c. Other Comprehensive Income and Total Comprehensive Income:

The decrease was mainly due to unrealized valuation losses on equity instruments measured at fair value through other comprehensive income.

(2) Consolidated Business Plan Implementation Results

(2) Consolidated Business Plan Implementation Results (2) Consolidated Business Plan Implementation Results (2) Consolidated Business Plan Implementation Results (2) Consolidated Business Plan Implementation Results
Unit: NT$thousand
Item 2024 2023 Growth Rate (%)
Operating Revenue 631,447 764,875 -17.44%
Operating Costs 405,159 418,075 -3.09%
GrossProfit (Loss) 226,288 346,800 -34.75%
OperatingExpenses 272,596 268,748 1.43%
OperatingIncome (Loss) (46,973) 78,551 -159.80%
Non-operatingIncome andExpenses 31,189 19,402 60.75%
Income (Loss)BeforeTax (15,784) 97,953 -116.11%
Net Income (Loss) for the Period (17,142) 79,182 -121.65%
Other Comprehensive Income (Loss) (91,649) 28,133 -425.77%
Total Comprehensive Income(Loss) (108,791) 107,315 -201.38%

Explanatory Notes:

  • a. Gross Profit, Operating Income, Pre-tax Income, and Net Income: The decreases were mainly due to a decline in operating revenue in 2024.

  • b. Non-operating Income and Expenses:

The increase was mainly due to the reclassification of the Company’s investment in LESHI from the equity method to 'financial assets at fair value through other comprehensive income (FVOCI) – current,' resulting in a recognized investment gain of NT$36,609 thousand and interest expenses of NT$16,121 thousand.

  • c. Other Comprehensive Income and Total Comprehensive Income:

The decrease was mainly due to unrealized valuation losses on equity instruments measured at fair value through other comprehensive income.

-10-

2. Statement of Cash Flows

(1) Standalone Cash Flow Summary

2. Statement of Cash Flows
(1) Standalone Cash Flow Summary		 2. Statement of Cash Flows
(1) Standalone Cash Flow Summary		 2. Statement of Cash Flows
(1) Standalone Cash Flow Summary		 2. Statement of Cash Flows
(1) Standalone Cash Flow Summary
Unit: NT$thousand
Item 2024 2023 Change (%)
Net Cash Inflow (Outflow) from Operating
Activities		 43,841 153,043 -71.35%
Net Cash Inflow (Outflow) from Investing
Activities		 (610,814) (305,993) -99.62%
Net Cash Inflow (Outflow) from Financing
Activities		 611,276 (2,217) 27672.21%

Explanatory Notes:

  • a. The decrease in net cash inflow from operating activities was primarily due to the decline in operating revenue in 2024.

  • b. The net cash outflow from investing activities was mainly due to the investment in establishing the subsidiary, Chateau Real Estate Development Co., Ltd.

  • c. The increase in net cash inflow from financing activities was mainly due to the Company's capital increase and intercompany lending from the subsidiary to the parent company.

  • (2) Consolidated Cash Flow Summary

b. The net cash outflow from investing activities was mainly due to the investment in establishing the
subsidiary, Chateau Real Estate Development Co., Ltd.
c. The increase in net cash inflow from financing activities was mainly due to the Company's capital
increase and intercompany lending from the subsidiary to the parent company.
(2) Consolidated Cash Flow Summary		 b. The net cash outflow from investing activities was mainly due to the investment in establishing the
subsidiary, Chateau Real Estate Development Co., Ltd.
c. The increase in net cash inflow from financing activities was mainly due to the Company's capital
increase and intercompany lending from the subsidiary to the parent company.
(2) Consolidated Cash Flow Summary		 b. The net cash outflow from investing activities was mainly due to the investment in establishing the
subsidiary, Chateau Real Estate Development Co., Ltd.
c. The increase in net cash inflow from financing activities was mainly due to the Company's capital
increase and intercompany lending from the subsidiary to the parent company.
(2) Consolidated Cash Flow Summary		 b. The net cash outflow from investing activities was mainly due to the investment in establishing the
subsidiary, Chateau Real Estate Development Co., Ltd.
c. The increase in net cash inflow from financing activities was mainly due to the Company's capital
increase and intercompany lending from the subsidiary to the parent company.
(2) Consolidated Cash Flow Summary
Unit: NT$thousand
Item 2024 2023 Change (%)
Net Cash Inflow (Outflow) from Operating
Activities		 29,791 141,474 -78.94%
Net Cash Inflow (Outflow) from Investing
Activities		 (379,211) (261,016) -45.28%
Net Cash Inflow (Outflow) from Financing
Activities		 530,281 22,824 2223.35%

Explanatory Notes:

  • a. The decrease in net cash inflow from operating activities was mainly due to a reduction in operating revenue in 2024.

  • b. The increase in net cash outflow from investing activities was primarily due to an additional performance bond of NT$180,000 thousand by Chateau Real Estate and acquisition of financial assets measured at fair value through other comprehensive income amounting to NT$186,550 thousand by Chateau Flourishing.

  • c. The increase in net cash inflow from financing activities was mainly due to the Company’s capital increase in 2024.

3. Profitability Analysis

Item 2024
(Standalone)		 2024
(Consolidated)		 2023
(Standalone)		 2023
(Consolidated)
Returnon Assets 0.52% -0.13% 3.36% 2.96%
Returnon Equity 0.15% -0.68% 4.18% 3.69%
Net Profit Margin 0.57% -2.71% 11.06% 10.35%

Explanatory Notes:

  • a. The decline in standalone net income in 2024 compared to 2023 resulted in lower return on assets, return on equity, and net profit margin.

  • b. The consolidated figures for 2024 showed a net loss, resulting in negative return ratios.

4. Research and Development Status: Not Applicable.

-11-

Summary of the 2025 Business Plan

(1) Management Strategy

Beginning from the azure seas of Kenting, Chateau Hotels & Resorts has been nurtured by brilliant sunshine to embody a warm, heartfelt hospitality. Catering to vacationers who long for the sun, sand, and ocean breeze, we provide a relaxed and leisurely holiday experience.

Château Beach Resort Kenting promotes an innovative leisure concept through its Activity Instructor Program , which integrates a variety of fun, engaging, lively, and health-oriented activities with the resort’s stunning natural surroundings. This enables guests to fully relax their body and mind, and enjoy unique water-based experiences that are otherwise hard to come by—creating unforgettable travel memories. Château Hotels Aniping is guided by the theme “Stroll Through the City with You,” offering all guests a comfortable, enjoyable, and friendly lodging experience. The first location is set in Tainan, a city rich in history and culture. The hotel fuses the resort ambiance of the Chateau brand with the traditional charm of Tainan, offering 104 cozy guest rooms, diverse dining options, and modern multi-functional living spaces. Blending cultural elegance with contemporary style, the property also delivers a green energy experience that emphasizes multi-layered carbon reduction and sustainability. JAI Château Hotels & Hostels continues the premium branding and services of Château Beach Resort Kenting and Château Hotels Aniping. With “Tradition vs. Chic” as its innovative core, the hotel combines local elements with modern art to create a tranquil environment infused with the essence of Tainan in every corner. Designed for urban explorers, it offers both comfort and heartfelt hospitality. More than just a place to rest, it is a gateway to experiencing the unique culture of Tainan—from its historical richness to contemporary aesthetics—allowing every traveler to write their own personal travel story.

(2) Budget Implementation Status

As the Company did not publish a financial forecast for 2024, there is no requirement to disclose budget execution performance.

  • (3) Key Sales and Production Policies

In 2025, the Company’s subsidiary, Chateau FuLang Hotel, will launch JAI Château Hotels & Hostels , with 39 themed guest rooms on the 13th to 15th floors and a 12thfloor hostel area, Château Hostel, to offer travelers a diverse accommodation experience.

“Make Travel Home; JAI Château Hotels & Hostels, the Traveler’s Home” is our promise to each guest. We aspire to become the most memorable resting place during our guests’ journeys.

Château Beach Resort Kenting continues to integrate local cultural features and natural resources by participating in unique activities organized by Kenting National Park and collaborating with community development associations in Hengchun to promote eco-tourism itineraries.

We are also actively engaged in a strategic alliance with the Pingtung Forest District Office to promote the ecological richness of the Hengchun Peninsula. In support of ecological education policies, we partner with the Pingtung Branch, Forestry and Nature Conservation Agency, Ministry of Agriculture to conduct eco-tourism workshops and train in-house instructors. By championing environmental and ecological conservation, we aim to use “tourism” as an integrated platform— leveraging cross-sector collaboration, integration, and strategic partnerships—to strengthen inter-regional and inter-industry connections and foster deeply enriched, value-added tourism experiences.

-12-

(2) Audit Committee's Review Report

The Board of Directors has prepared the Company's 2024 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, 2025

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(3) Report on Directors’ Remuneration for the Year 2024

December 31, 2024 Unit: NT$1000

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
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 3 3 3 3 1,150 1,150 0 0 0 0 0 0 1,153 1,153 None
0.09% 0.09% 33.74% 33.74%
Director Representative:
YOU, GUO-
FANG		 0 0 0 0 0 0 27 27 27 27 965 965 50 50 0 0 0 0 1,043 1,043 46
0.79% 0.79% 30.50% 30.50%
Deputy
Chairman		 CHEN, CHUNG-
HSIEN		 0 0 0 0 0 0 30 30 30 30 429 429 73 73 0 0 0 0 532 532 1,894
0.88% 0.88% 15.55% 15.55%
Director
 Zhongxin
Development Co.,
Ltd.		 0 0 0 0 5 5 84 84 89 89 0 0 0 0 0 0 0 0 89 89 None
2.60% 2.60% 2.60% 2.60%
Directo Representative:
CHANG, HUEI-		 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 None

-14-

Title Name
RU		 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
0.00% 0.00% 0.00%
0.00%
Director CHEN, PIN-
CHUN		 0 0 0 0 5 5 84 84 89 89 0 0 0 0 0 0 0 0 89 89 320
2.60% 2.60% 2.60% 2.60%
Director Zhongjia
International
Investment Co.,
Ltd.		 0 0 0 0 5 5 60 60 65 65 0 0 0 0 0 0 0 0 65 65 None
1.90% 1.90% 1.90% 1.90%
Director Representative:
WENG, MING-
HSIEN		 0 0 0 0 0 0 24 24 24 24 0 464 0 26 0 0 0 0 24 24 None
0.70% 0.70% 0.70% 0.70%
Director HSIN-SHIH
TEXTILE CO.,
LTD.		 0 0 0 0 5 5 60 60 65 65 0 0 0 0 0 0 0 0 65 65 None
1.90% 1.90% 1.90% 1.90%
Director
 Representative:
CHEN, MI-
JYUAN		 0 0 0 0 0 0 30 30 30 30 0 476 0 26 0 0 0 0 30 532 313
0.88% 0.88% 0.88% 15.57%
Directo DU, CIOU-PING 0 0 0 0 5 5 90 90 95 95 0 0 0 0 0 0 0 0 95 95 None

-15-

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
2.78% 2.78% 2.78% 2.78%
Director CHEN, LONG-
FONG		 0 0 0 0 5 5 90 90 95 95 0 0 0 0 0 0 0 0 95 95 None
2.78% 2.78% 2.78% 2.78%
Independent
Director		 WANG, HONG-
CYUAN		 0 0 0 0 5 5 117 117 122 122 0 0 0 0 0 0 0 0 122 122 60
3.57% 3.57% 3.57% 3.57%
Independent
Director		 JIAN, HAN-RU 0 0 0 0 5 5 117 117 122 122 0 0 0 0 0 0 0 0 122 122 60
3.57% 3.57% 3.57% 3.57%
Independent
Director		 WEI, FU-QUAN
(Note 1)		 0 0 0 8 0 0 5 5 5 5 0 0 0 0 0 0 0 0 5 5 5
0.15% 0.15% 0.15% 0.15%
Independent
Director		 DAI, Li-Min
(Note 2)		 0 0 0 0 5 5 71 71 76 76 0 0 0 0 0 0 0 0 76 76 0
2.22% 2.22% 2.22% 2.22%

-16-

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
(1) Policy, Standards, and Structure of Remuneration
The Company's director remuneration policy is based on Article 20 of the Articles of Incorporation. The remuneration for all directors is determined by the Compensation Committee, taking into account the level of participation in the
Company's operations and the value of their contributions, with reference to industry standards. The proposal is then submitted to the Board of Directors for approval. In the event of a profit for the year, and in accordance with Article 23
of the Articles of Incorporation, the Board of Directors may, with the attendance of at least two-thirds of all directors and approval by a majority of those present, allocate no more than 1% of the profit as directors’ compensation.
(2) Correlation with Business Performance and Future Risk
The Company reviews its remuneration policy and payment standards primarily based on overall business performance. The level of remuneration is determined in accordance with the achievement of performance targets and the contribution
of each director, in order to enhance the effectiveness of the board as a cohesive team. Additionally, the Company references industry compensation benchmarks to ensure its remuneration remains competitive and helps retain outstanding
talent.
Note 1: The company's independent director resigned on January 19, 2024 due to personal factors.
Note 2: Independent Director DAI, Li-Min was appointed as a replacement at the shareholders’ meeting on May 29, 2024.

-17-

(4) Consolidated Financial Statements 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, 2023 and 2024, 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, 2023 and 2024, 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, 2023 and 2024 , and consolidated financial performance and consolidated cash flow on January 1 to December 31, 2023 and 2024.

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.

-18-

Key Audit Matter

Key audit matter refers to the most important matters in the audit of Château Hotels & Resorts Consolidated Financial Statements in 2024 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 2024 is stated as follows:

As stated in Note 24 of the consolidated financial statements, the revenue from guest rooms and food was 623,552 (In Thousands of NTD) in 2024, 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: 1. 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 were 52,499 (In Thousands of NTD) . Accounting for 1.72% of total consolidated assets . And its share of comprehensive profits and losses recognized using the equity method from January 1 to December 31, 2023 were profits of 2,649 (In Thousands of NTD) . Accounting for 2.47% of total consolidated comprehensive profit and loss .

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

-19-

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 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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.

  4. 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

-20-

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.

  1. Evaluate the overall expression, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements are appropriate to express relevant transactions and events.

  2. 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' 2024 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 LIAO, HONG-RU Accountant YANG, CHAO-CHIN No. approved by Financial Supervisory No. approved by Financial Supervisory Commission Commission No.Financial-Supervisory-SecuritiesNo.Financial-Supervisory-SecuritiesAuditing-No 0990031652 Auditing-No.1060023872

February 27, 2025

-21-

Chateau International Development Company Limited and Subsidiaries Consolidated Balance Sheet December 31, 2024 and 2023

(Unit: Thousands of New Taiwan Dollars)

Code


1100
1110
1120
1136
1150
1170
1200
1220
130X
1410
1470
11XX

1517
1535
1550
1600
1755
1760
1780
1791
1840
1952
1990
15XX
1XXX

Code


2100
2110
2130
2150
2170
2200
2230
2280
2320
2399
21XX

2540
2570
2580
2640
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
31XX
36XX

3XXX
 Assets
Current assets
Cash and cash equivalents（Notes 4 and 6）
Current financial assets at fair value through profit or loss（Notes 4 and 7）
Current financial assets at fair value through other comprehensive income（Notes
4 and 8）
Current financial assets at amortised cost（Notes 4、9 and 32）
Notes receivable, net（Notes 4）
Accounts receivable, net（Notes 4、10 and 31）
Other receivables（Notes 4）
Current tax assets（Notes 4 and 26）
Current inventories（Notes 4 and 11）
Prepayments
Other current assets（Notes 19）
Total current assets
Non-current assets
Non-current financial assets at fair value through other comprehensive income
（Notes 4 and 8）
Non-current financial assets at amortised cost（Notes 4、9 and 32）
Investments accounted for using equity method（Notes 4 and 13）
Property, plant and equipment（Notes 4、14、31 and 32）
Right-of-use assets（Notes 4 and 15）
Investment property, net（Notes 4、16、31 and 32）
Intangible assets（Notes 4 and 17）
Franchise, net（Notes 4、17 and 33）
Deferred tax assets（Notes 4 and 26）
Fund for improvements and expansions（Notes 4 and 18）
Other non-current assets, others（Notes 4、19 and 31）
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Current borrowings（Notes4、20 and 32）
Short-term notes and bills payable（Notes 4、20 and 32）
Current contract liabilities（Notes 4、24 and 31）
Notes payable
Accounts payable（Note 31）
Other payables（Notes 21 and 31）
Current tax liabilities（Notes 4 and 26）
Current lease liabilities（Notes 4、15 and 31）
Long-term liabilities, current portion（Notes 4、20 and 32）
Other current liabilities, others
Total current liabilities
Non-current liabilities
Non-current portion of non-current borrowings（Notes 4、20 and 32）
Deferred tax liabilities（Notes 4 and 26）
Non-current lease liabilities（Notes 4、15 and 31）
Net defined benefit liability, non-current（Notes 4 and 22）
Guarantee deposits received
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent（Notes 23）
Share capital
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings (accumulated deficit)
Total retained earnings
Other equity interest
Total equity attributable to owners of parent
Non-controlling interests
Total equity
Total liabilities and equity		 December 31, 2024 December 31, 2024 ％
11
-
10
1
-
-
-
-
-
1
-
23
1
5
-
35
10
17
-
6
-
2
1
77
100
2
4
2
-
1
2
-
1
1
-
13
2
-
10
-
-
12
25
39
17
5
7
1
13

1)
68
7
75
100		 December 31, 2023 December 31, 2023
Amount
$ 387,618
-
378,840
25,183
-
7,548
396
280
11,236
18,441
220

829,762

26,070
191,000
3,659
1,300,621
379,844
624,322
727
218,456
3,111
76,606
22,122

2,846,538

$ 3,676,300

$ 74,733
168,372
68,391
578
22,722
77,917
-
26,827
33,695
4,390

477,625

67,243
1,118
353,798
4,456
1,021

427,636

905,261

1,431,697

614,885

182,129
276,988
39,561

498,678


24,115)

2,521,145
249,894

2,771,039

$ 3,676,300
 Amount
$ 206,757
19,940
259,731
40,267
63
10,404
703
69
11,440
18,983
532

568,889

14,160
11,000
56,203
1,308,294
173,575
624,366
1,039
227,804
3,761
60,079
6,916

2,487,197

$ 3,056,086

$ 145,000
-
86,802
612
24,420
94,815
19,133
24,894
36,944
4,035

436,655

216,972
1,118
148,471
7,387
321

374,269

810,924

1,182,143

170,663

174,057
260,845
118,396

553,298

61,685

1,967,789
277,373

2,245,162

$ 3,056,086
 ％
















(













(



































7
1
9
1
-
-
-
-
-
1
-
19
1
-
2
43
6
20
-
7
-
2
-
81
100
5
-
3
-
1
3
1
1
1
-
15
7
-
5
-
-
12
27
39
5
6
8
4
18
2
64
9
73
100

The attached notes are part of this consolidated financial statement.

-22-

Chateau International Development Company Limited and subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2024 and 2023

(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
6450
Impairment loss
(impairment gain and
reversal of impairment
loss) determined in
accordance with IFRS 9
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		 Year 2024 Year 2024

(Next page) （Continued from the previous page）

-23-

Code
7590
Miscellaneous
disbursements
7000
Total non-operating
income and
expenses
7900 Profit (loss) from continuing
operations before tax
7950 Total tax expense (income)
（Notes 4 and 26）
8200 Profit (loss)

Other comprehensive
income
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）		 Year 2024 Year 2024

(Next page)

（Continued from the previous page）

-24-

Year 2024
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
(
14,504)
(
2)

8300
Components of other
comprehensive
income that will not
be reclassified to
profit or loss
(
91,649)
(
14)

8500 Total comprehensive income
($ 108,791)
(
17)

Profit (loss), attributable to:
8610
Profit (loss), attributable to
owners of parent
$ 3,419
-
8620
Profit (loss), attributable to
non-controlling interests
(
20,561)
(
3)

8600
($ 17,142)
(
3)

Comprehensive income
attributable to:
8710
Comprehensive income,
attributable to owners of
parent
( $ 81,044 ) (
13 )
8720
Comprehensive income,
attributable to non-
controlling interests
(
27,747)
(
4)

8700
($ 108,791)
(
17)

Earnings per share（Notes 27）
(Next page)
（Continued from the previous page）
Year 2024
Code
Amount
％
9750
Basic earnings per share
$ 0.03

9850
Diluted earnings per share
0.03		 Year 2023 Year 2023
Amount
21

28,133

$ 107,315

$ 81,328

2,146)

$ 79,182

$ 109,461

2,146)

$ 107,315

Year 2023		 ％




(


(
 -
4
14
10
-
10
14
-
14
Amount
$ 0.67
0.67		 ％

The attached notes are part of this consolidated financial statement.

-25-

Chateau International Development Company Limited and subsidiaries Consolidated Statement of Changes In Equity January 1 to December 31, 2024 and 2023

(Unit: Thousands of New Taiwan Dollars)

Code
A1
Balance as of January 1, 2023

Earnings Appropriation and Distribution in 2022 (Note
23)
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share
B9
Stock dividends of ordinary share
D1
Profit (loss) in 2023
D3
Other comprehensive income in 2023

D5
Total comprehensive income in 2023

M7
Changes in ownership interests in subsidiaries

Z1
Balance as of December 31, 2023
Earnings Appropriation and Distribution in 2023 (Note
23)
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share
B9
Stock dividends of ordinary share
E1
Issue of shares (Note 23)
D1
Profit (loss) in 2024
D3
Other comprehensive income in 2024

D5
Total comprehensive income in 2024

C17
Other changes in capital surplus (Note 23)

M3
Disposal of subsidiaries or investments accounted for
using equity method (Note 13)
Q1
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Z1
Balance as of December 31, 2024
 Equity attributable to Shareholders of parent Equity attributable to Shareholders of parent Equity attributable to Shareholders of parent Total equity
attributable to
owners of parent
$ 1,925,604

-
-
(
66,914 )
-
81,328


28,133


109,461

(
362)

1,967,789
-
-
(
29,554 )
-
657,862
3,419

(
84,463)

(
81,044)


6,092


-


-

$ 2,521,145
 Non-controlling
interests
$ 123,663

-
-
-

-
(
2,146 )

-

(
2,146)


155,856

277,373
-
-
-

-
-
(
20,561 )

(
7,186)

(
27,747)


268


-


-

$ 249,894
 Total Equity
Ordinary share
$ 1,115,229

-
-
-
66,914
-

-


-


-

1,182,143
-
-
-
29,554
220,000
-

-


-


-


-


-

$ 1,431,697
 Capital surplus
$ 170,663

-
-
-
-
-

-


-


-

170,663
-
-
-
-
437,862
-

-


-


6,360


-


-

$ 614,885
 Retained earnings Unappropriated
retained earnings
(accumulated
deficit)
$ 217,231

(
15,241 )
(
30,483 )
(
66,914 )
(
66,914 )
81,328
(
249)


81,079

(
362)

118,396
(
8,072 )
(
16,143 )
(
29,554 )
(
29,554 )
-
3,419
(
235)


3,184

(
268)


22


1,550

$ 39,561
 Other equity
Unrealized gains
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
$ 33,303

-
-
-

-
-

28,382


28,382


-

61,685
-
-
-

-
-
-
(
84,228)

(
84,228)


-

(
22)

(
1,550)

($ 24,115)
Legal reserve
$ 158,816

15,241
-
-
-
-
-

-

-

174,057
8,072
-
-
-
-
-
-

-

-

-

-

$ 182,129
 Special reserve
$ 230,362

-

30,483

-

-

-

-


-


-

260,845
-

16,143

-

-

-
-

-


-


-


-


-

$ 276,988





































(
(
(
(
(

(
(
(
(
(
(

(



(
(

(
(
(
(


(
(
(
(
(

(

(
(
(
(



(
(
(
(



 $ 2,049,267
-
-

66,914 )
-
79,182
28,133
107,315
155,494
2,245,162
-
-

29,554 )
-
657,862

17,142 )

91,649)

108,791)
6,360
-
-
$ 2,771,039

-26-

Chateau International Development Company Limited and subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2024 and 2023

(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
A20300
Expected credit loss (gain) / Provision
(reversal of provision) for bad debt
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
A23200
Loss (gain) on disposal of investments
accounted for using equity method
A22800
Loss (gain) on disposal of intangible
assets
A22900
Loss (gain) on disposal of other assets
A21900
Share-based payments
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
A32150
Increase (decrease) in accounts payable
A32180
Increase (decrease) in other payable		 Year 2024
( $ 15,784 )
85,081
30,355
4,944
(
738 )
16,121
(
3,115 )
(
857 )
(
497 )
662
-
(
36,609 )
4
(
113 )
6,360
63
2,856
(
492 )
204
542
312
(
18,411 )
(
34 )
(
1,698 )
(
16,474 )		 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
(
7,435 )
(
2,884 )

(Next page)

-27-

（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
B00020
Proceeds from disposal 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
B00200
Proceeds from disposal of financial assets at
fair value through profit or loss
B02400
Proceeds from capital reduction of investments
accounted for using equity method
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
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
C00500
Increase in short-term notes and bills payable
C00600
Decrease in short-term notes and bills payable
(Next page)		 Year 2024
355
3,245)
49,792
20,001)
29,791

186,550 )
52,895

180,000 )
$ 15,084
-
20,678
900

47,035 )
-

357 )

20,342 )

7,522 )
-
-

15,840 )
634
3,530
857
16,143)
379,211)
724,733

795,000 )
348,500

180,000 )		 Year 2023
(
(

(
(

(
(
(
(
(
(
(
(
(		 (
(
(

(
(

(
(
(
(
(
(
(
(
(
(
(
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)
195,000

80,000 )
321,000

410,500 )

-28-

（Continued from the previous page）
Code
C01600
Proceeds from long-term debt
C01700
Repayments of long-term debt
C04020
Payments of lease liabilities
C03000
Increase in guarantee deposits received
C03100
Decrease in guarantee deposits received
C04500
Cash dividends paid
C04600
Proceeds from issuing shares
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 2024
110,000

262,978 )

27,549 )
700
-

29,554 )
657,862

16,433 )
-
530,281
180,861
206,757
$ 387,618		 Year 2023
(
(
(
(



 (
(
(
(
(


(

 121,000

184,584 )

18,567 )
-

100 )

66,914 )
-

9,005 )
155,494
22,824

96,718 )
303,475
$ 206,757

The attached notes are part of this consolidated financial statement.

-29-

(5) Standalone Financial Statements

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, 2024 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, 2024 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, 2024 and 2023 , and individual financial performance and individual cash flow on January 1 to December 31, 2024 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 2024 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 2024 is stated as follows:

As stated in Note 23 of the individual financial statements, the revenue from guest rooms and food was 594,546 (In Thousands of NTD) in 2024, 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

-30-

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:

  1. To understand and test the effectiveness of the main internal control design and implementation for the authenticity of revenue.

  2. 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.

  3. Audit the subsequent records of payment received from the travel industry after the review period.

Other items

Included in the individual 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 were 52,499 (In Thousands of NTD) respectively. Accounting for 1.93% 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 were profits of 2,649 (In Thousands of NTD) respectively. Accounting for 2.42% 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

-31-

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 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.

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.

  4. 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.

  5. 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.

  6. 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 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 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

-32-

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, 2025

-33-

Chateau International Development Company Limited

Individual Balance Sheet December 31, 2024 and 2023

(Unit: Thousands of New Taiwan Dollars)

Code

1100
1110
1120
1136
1170
1200
1220
130X
1410
1470
11XX

1517
1535
1550
1600
1755
1760
1780
1791
1840
1952
1990
15XX
1XXX

Code

2100
2110
2130
2150
2170
2200
2220
2230
2280
2320
2399
21XX

2540
2580
2640
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX
 Assets
Current assets
Cash and cash equivalents（Notes 4 and 6）
Current financial assets at fair value through profit or loss（Notes 4and 7）
Current financial assets at fair value through other comprehensive income（Notes
4 and 8）
Current financial assets at amortised cost（Notes 4、9 and 31）
Notes receivable, net（Notes 4、10 and 30）
Accounts receivable, net（Notes 4 and 30）
Current tax assets（Notes 4 and 25）
Current inventories（Notes 4 and 11）
Prepayments
Other current assets（Notes 18）
Total current assets
Non-current assets
Non-current financial assets at fair value through other comprehensive income
（Notes 4 and 8）
Non-current financial assets at amortised cost（Notes 4、9 and 31）
Investments accounted for using equity method（Notes 4 and 12）
Property, plant and equipment（Notes4、13、30 and 31）
Right-of-use assets（Notes 4 and 14）
Investment property, net（Notes4、15 and 31）
Intangible assets（Notes 4 and 16）
Franchise, net（Notes 4、16 and 32）
Deferred tax assets（Notes 4 and 25）
Fund for improvements and expansions（Notes 4 and 17）
Other non-current assets, others（Notes 4、18 and 30）
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Current borrowings（Notes 4、19 and 31）
Short-term notes and bills payable（Notes 4 and 19）
Current contract liabilities（Notes 4、23 and 30）
Notes payable
Accounts payable（Notes 30）
Other payables（Notes 20）
Other payables – related parties（Notes 30）
Current tax liabilities（Notes 4 and 25）
Current lease liabilities（Notes 4、14 and 30）
Long-term liabilities, current portion（Notes 4、19 and 31）
Other current liabilities, others（Notes 20）
Total current liabilities
Non-current liabilities
Non-current portion of non-current borrowings（Notes 4、19 and 31）
Non-current lease liabilities（Notes 4、14 and 30）
Net defined benefit liability, non-current（Notes 4 and 21）
Guarantee deposits received
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent（Notes 22）
Share capital
Ordinary share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings (accumulated deficit)
Total retained earnings
Non-controlling interests
Total equity
Total liabilities and equity		 December 31, 2024 December 31, 2024 ％
6
-
8
1
-
-
-
1
-
-
16
1
-
27
23
5
19
-
7
-
2
-
84
100
1
2
2
-
1
2
6
-
1
1
-
16
1
5
-
-
6
22
44
19
6
9
1
16

1)
78
100		 December 31, 2023 December 31, 2023
Amount
$ 188,339
-
259,690
25,183
7,017
3
115
10,824
8,460
217

499,848

26,070
11,000
857,444
747,343
152,708
622,037
304
218,456
3,111
76,607
4,860

2,719,940

$ 3,219,788

$ 40,000
69,916
68,194
578
20,657
60,296
207,044
-
25,283
28,696
3,603

524,267

35,826
133,371
4,379
800

174,376

698,643

1,431,697

614,885

182,129
276,988
39,561

498,678


24,115)

2,521,145

$ 3,219,788
 Amount
$ 144,036
19,940
259,731
40,267
9,768
638
-
11,300
8,603
312

494,595

14,160
11,000
338,738
774,860
166,143
622,037
460
227,804
3,761
60,079
5,379

2,224,421

$ 2,719,016

$ 145,000
-
86,664
612
22,612
81,987
426
19,133
23,974
31,944
3,856

416,208

180,556
146,976
7,387
100

335,019

751,227

1,182,143

170,663

174,057
260,845
118,396

553,298

61,685

1,967,789

$ 2,719,016
 ％
















(













(

































5
1
10
2
-
-
-
-
-
-
18
1
-
13
29
6
23
-
8
-
2
-
82
100
5
-
3
-
1
3
-
1
1
1
-
15
7
6
-
-
13
28
44
6
6
10
4
20
2
72
100

The attached notes are part of this consolidated financial statement.

-34-

Chateau International Development Company Limited Individual Statement Of Comprehensive Income January 1 to December 31, 2024 and 2023

(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 2024 Year 2024

（Continued from the previous page）

Year 2024 Year 2023

-35-

Code Amount ％ Amount ％
7000
Total non-operating
income and
expenses 5,981
1
 876
-
7900 Profit (loss) from continuing
operations before tax $
4,777		 1 $
99,934
 14
7950 Total tax expense（Notes 4 and
25） 1,358
-
 18,606
3
8200 Profit (loss)
 3,419
1
 81,328
 11
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） ( 256 )
- (		 311 )
-
8316
Unrealised gains
(losses) from
investments in
equity instruments
measured at fair
value through
other
comprehensive
income ( 76,882 ) ( 13 ) 28,361 4
(Next page)
（Continued from the previous page）
Year 2024
Code
Amount
％		 Year 2023
Amount
％

-36-

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
(
7,376 ) (
1 )
8349
Income tax related to
components of
other
comprehensive
income that will
not be reclassified
to profit or loss
（Notes 25）

51

-

8300
Components of other
comprehensive
income that will
not be reclassified
to profit or loss
(
84,463)
(14)

8500Total comprehensive income
($ 81,044)
(13)

Earnings per share（Notes
26）
9750
Basic earnings per share
$ 0.03

9850
Diluted earnings per share
0.03
21
62

28,133

$ 109,461

$ 0.67
0.67		 -
-
4
15

The attached notes are part of this consolidated financial statement.

-37-

Chateau International Development Company Limited Individual Statement Of Changes In Equity January 1 to December 31, 2024 and 2023

(Unit: Thousands of New Taiwan Dollars)

Code
A1
Balance as of January 1, 2023

Earnings Appropriation and Distribution in 2022（Note 22）

B1
Legal reserve appropriated

B3
Special reserve appropriated

B5
Cash dividends of ordinary share

B9
Stock dividends of ordinary share

D1
Profit (loss) in 2023
D3
Other comprehensive income in 2023
D5
Total comprehensive income in 2023
M7
Changes in ownership interests in subsidiaries
Z1
Balance as of December 31, 2023
Earnings Appropriation and Distribution in 2023 (Note 22)
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share
B9
Stock dividends of ordinary share
E1
Issue of shares
N1
Issue employee stock options
D1
Profit (loss) in 2024
D3
Other comprehensive income in 2024
D5
Total comprehensive income in 2024
M3
Disposal of subsidiaries or investments accounted for using equity method
Q1
Disposal of investments in equity instruments designated at fair value
through other comprehensive income
Z1
Balance as of December 31, 2024		 Ordinary share

$ 1,115,229


-

-

-

66,914
-

-

-

-
1,182,143
-
-
-
29,554
220,000
-
-

-

-

-

-
$ 1,431,697		 Capital surplus
$ 170,663
-
-
-
-
-

-

-

-
170,663
-
-
-
-
437,862
6,360
-

-

-

-

-
$ 614,885		 Retained earnings Unappropriated
retained earnings
(accumulated deficit)
$ 217,231
(
15,241 )
(
30,483 )
(
66,914 )
(
66,914 )
81,328
(
249)

81,079
(
362)
118,396
(
8,072 )
(
16,143 )
(
29,554 )
(
29,554 )
-
(
268 )
3,419
(
235)

3,184

22

1,550
$ 39,561		 Other equity

Unrealized gains
(losses) on financial
assets measured at
fair value through
other comprehensive
income
$ 33,303
-
-
-
-
-

28,382

28,382

-
61,685
-
-
-
-
-
-
-
(
84,228)
(
84,228)
(
22)
(
1,550)
($ 24,115)		 Total Equity
Legal reserve
$ 158,816
15,241
-
-
-
-
-
-
-
174,057
8,072
-
-
-
-
-
-
-
-
-
-
$ 182,129		 Special reserve
$ 230,362
-
30,483
-
-
-

-

-

-
260,845
-
16,143
-
-
-
-
-

-

-

-

-
$ 276,988







































(
(
(
(
(

(
(
(
(
(
(
(



(
(
(
(
(
(


(
(
(
(


 $ 1,925,604
-
-

66,914 )
-
81,328
28,133
109,461

362)
1,967,789
-
-

29,554 )
-
657,862
6,092
3,419

84,463)

81,044)
-
-
$ 2,521,145

The attached notes are part of this consolidated financial statement.

-38-

Chateau International Development Company Limited Individual Cash Flow Statement January 1 to December 31, 2024 and 2023

(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
A21900
Share-based payments
A22500
Loss (gain) on disposal of property,
plan and equipment
A22400
Share of loss (profit) of associates
and joint ventures accounted for
using equity method
A22800
Loss (gain) on disposal of intangible
assets
A29900
Loss (gain) on disposal of other
assets
A23200
Loss (gain) on disposal of investments
accounted for using equity method
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
(Next page)
（Continued from the previous page）		 Year 2024
$ 4,777
70,601
30,172
(
738 )
15,156
(
1,754 )
(
857 )
5,815
-
22,053
4
(
113 )
(
36,609 )
2,751
252
476
143
95
(
34 )
(
18,470 )		 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

-39-

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
B00200
Proceeds from disposal of financial assets at
fair value through profit or loss
B02200
Net cash outflow from acquisition of
subsidiaries
B02700
Acquisition of property, plant and
equipment
B02800
Proceeds from disposal of property, plant
and equipment
B04500
Acquisition of intangible assets
B04900
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
B07500
Interest received
B07600
Dividends received
B09900
Other investing activities
(Next page)		 Year 2024

1,955 )

17,457 )

253 )
3,265)
70,790
19,905)
50,885
-
-
15,084
-
$ 20,678

600,000 )

11,248 )
-

330 )

20,342 )

1,642 )
-

2,929 )
3,448
1,753
857
16,143)		 Year 2023
(
(
(
(
(


(
(
(
(
(
(
(		 (
(
(
(
(

(
(
(

(
(
(
(
(
(
(
(
6,834 )

4,557 )

157 )
367)
192,641
39,598)
153,043

24,770 )

15,075 )
-

20,000 )
$ -

174,505 )

7,652 )
85

468 )

14,822 )

1,421 )

26,354 )

2,759 )
4,353
1,342
6,536
30,483)

-40-

（Continued from the previous page）

Code
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
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
C03000
Increase in guarantee deposits received
C04020
Payments of lease liabilities
C04500
Cash dividends paid
C04600
Proceeds from issuing shares
C04100
Increase other payables – related parties
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 2024
610,814)
690,000

795,000 )
250,000

180,000 )
110,000

257,978 )
700

26,319 )

29,554 )
657,862
200,000
15,479)
604,232
44,303
144,036
$ 188,339		 Year 2023
(
(
(
(
(
(
(


 (
(
(
(
(
(
(
(
(

 305,993)
195,000

50,000 )
110,000

110,000 )
120,000

175,000 )
-

18,191 )

66,914 )
-
-
7,112)
2,217)

155,167 )
299,203
$ 144,036

The attached notes are part of this consolidated financial statement.

-41-

(6) Statement of Earnings Distribution

Chateau International Development Co., Ltd.

Earnings Distribution Statement for the Year 2024

Unit: New Taiwan Dollars (NTD)

Unit: New Taiwan Dollars(NTD)
Item Amount
Undistributed Earnings at Beginning of Year 35,074,340
Actuarial Gain/Loss Included in Retained Earnings (205,506)
Gain on Disposal of FVOCI Equity Instruments 1,550,413
Adjustment to Retained Earnings from Equity-Method Investments (276,448)
Net Income After Tax for 2024 3,418,543
Subtotal 39,561,342
Less: Legal Reserve 448,700
Special Reserve (Self-Appropriated) 897,400
Special Reserve Required by Law (Due to Insufficient Deduction from
Other Equity Items)		 24,115,476
Distributable Earnings for 2024 14,099,766
Undistributed Earnings at End of Year 14,099,766

Note 1: According to the resolution of the extraordinary shareholders' meeting on February 3, 2012, the Articles of Incorporation were amended to stipulate that from 2011 to 2048, for years in which the Company operates a single location and generates profits, 20% of the earnings shall be appropriated as a special reserve for future expansion.

Note 2: Total number of issued shares: 143,169,696 shares.

-42-

(7) Comparison Table of Amendments to the Articles of Incorporation Comparison Table for the Amendment to the Articles of Incorporation of Chateau International Development Co., Ltd.

Articles after Amendment Articles before Amendment Description Article 23: Article 23: In accordance with Taiwan Stock Exchange If there is profit at the end of If there is profit at the end of Letter No. 1130021771 dated November 13, each fiscal year, no less than 1% of each fiscal year, no less than 1% of 2024, the Company is profit of the current year distributable profit of the current year required to amend its Articles of as employees’ compensation shall be distributable as employees’ Incorporation pursuant appropriated. In accordance with the compensation shall be appropriated. to Article 14, Paragraph 6 of the Securities and Securities and Exchange Act, 70% to The Compensation Committee shall Exchange Act no later 90% of the allocated employee make recommendations and submit than the 2025 Annual General Shareholders’ compensation shall be distributed to them to the Board of Directors for Meeting. basic-level employees. The resolution, and the distribution shall From fiscal year 2025 Compensation Committee shall make be made in shares or cash with the onward (including 2025), if the Company recommendations and submit them to presence of at least two-thirds of the records annual earnings, the Board of Directors for resolution, Directors and the approval of a it shall allocate compensation or adjust and the distribution shall be made in majority of the Directors present, salaries for basic-level shares or cash with the presence of at and shall be limited to the employees based on the profit distribution ratios least two-thirds of the Directors and employees of the Company and its stipulated in the the approval of a majority of the domestic and foreign controlled or amended Articles of Incorporation. Directors present, and shall be limited subordinate companies; the soIn addition, the name of to the employees of the Company and called controlled or subordinate the “Compensation and Remuneration its domestic and foreign controlled or companies are defined in Committee” shall be subordinate companies; the so-called accordance with Article 369-2, corrected to the “Remuneration controlled or subordinate companies Article 369-3, Article 369-9, Committee.” are defined in accordance with Article Paragraph 2 and Article 369-11 of 369-2, Article 369-3, Article 369-9, the Company Act. The terms and Paragraph 2 and Article 369-11 of the conditions and the method of Company Act. The terms and distribution are authorized to be conditions and the method of determined by the Board of distribution are authorized to be Directors. The Company may set determined by the Board of Directors. aside not more than 1% of the The Company may set aside not more above-mentioned profit amount as than 1% of the above-mentioned remuneration to directors after the profit amount as remuneration to Compensation Committee makes a directors after the Compensation recommendation and sends it to the Committee makes a recommendation Board of Directors for resolution, and sends it to the Board of Directors with the attendance of at least twofor resolution, with the attendance of thirds of the directors and the at least two-thirds of the directors and approval of a majority of the the approval of a majority of the directors’ present. The remuneration directors’ present. The remuneration to employees and remuneration to to employees and remuneration to directors should be reported to the directors should be reported to the shareholders’ meeting. shareholders’ meeting. However, the Company’s However, the Company’s accumulated losses shall have been accumulated losses shall have been covered first, and then the covered first, and then the remuneration to employees and

-43-

Articles after Amendment Articles before Amendment Description
remuneration
to
employees
and
directors should be provided in
proportion to the aforementioned
amount.		 directors should be provided in
proportion to the aforementioned
amount.
Article 27:
1st amendment: November 5, 1995
2nd amendment: April 18, 1996
3rd amendment: July 14, 1997
4th amendment: April 3, 1998
5th amendment: June 20, 1998
6th amendment: January 5, 1999
7th amendment: July 28, 2000
8th amendment: February 6, 2001
9th amendment: June 18, 2001
10th amendment: October 16, 2001
11th amendment: June 28, 2002
12th amendment: September 4, 2003
13th amendment: March 8, 2005
14th amendment: June 23, 2006
15th amendment: November 17,
2006
16th amendment: May 9, 2007
17th amendment: December 5, 2007
18th amendment: May 5, 2008
19th amendment: March 10, 2009
20th amendment: November 9, 2010
21st amendment: May 13, 2011
22nd amendment: February 3, 2012
23rd amendment: March 4, 2013
24th amendment: May 23, 2013
25th amendment: May 23, 2016
26th amendment: May 17, 2019
27th amendment: May 6, 2021
28th amendment: May 25, 2022
29th amendment: May 27, 2025		 Article 27:
1st amendment: November 5, 1995
2nd amendment: April 18, 1996
3rd amendment: July 14, 1997
4th amendment: April 3, 1998
5th amendment: June 20, 1998
6th amendment: January 5, 1999
7th amendment: July 28, 2000
8th amendment: February 6, 2001
9th amendment: June 18, 2001
10th amendment: October 16, 2001
11th amendment: June 28, 2002
12th amendment: September 4,
2003
13th amendment: March 8, 2005
14th amendment: June 23, 2006
15th amendment: November 17,
2006
16th amendment: May 9, 2007
17th amendment: December 5, 2007
18th amendment: May 5, 2008
19th amendment: March 10, 2009
20th amendment: November 9,
2010
21st amendment: May 13, 2011
22nd amendment: February 3, 2012
23rd amendment: March 4, 2013
24th amendment: May 23, 2013
25th amendment: May 23, 2016
26th amendment: May 17, 2019
27th amendment: May 6, 2021
28th amendment: May25,2022		 1、 Date formats have
been adjusted for
consistency
in
presentation.
2、 The
latest
amendment
date
(May 27, 2025)
has been added.

-44-

(8) List of Candidates for the 11th Board of Directors

Chateau International Development Co., Ltd. List of Candidates for the 11th Board of Directors

No. Category Candidate
Name		 Education Major Experience and Current Position Shareholding
by Director /
Represented
Legal Entity		 Shareholding
by
Representative		 Serving Three
Consecutive
Terms as
Independent
Director
1 Director Chen, Hsieh-
Tung
(Representati
ve of
Guantian
Investment
Development
Co., Ltd.)		 Department of
Business
Administration,
International
Business College		 Former: Director, Jaji Department Store Co.,
Ltd.
Current:
- Chairman, Chateau International
Development Co., Ltd.
- Chairman, JAI Château Hotels & Hostels
- Chairman, Chateau Real Estate Development
Co., Ltd.
- Director, Jaji Department Store Co., Ltd.
- Director,Meiyou Industrial Co.,Ltd.		 35,973,318 330,688 N/A
2 Director Yu, Kuo-Fang
(Representati
ve of
Guantian
Investment
Development
Co.,Ltd.)		 Master’s Degree,
New York
Institute of
Technology, USA		 Former: Executive Secretary to Chairman,
Taiwan Power Company
Current:
- Executive Director, Chateau International
Development Co., Ltd.
- Supervisor, Yunzhi Sustainability Strategy
Co.,Ltd.		 35,973,318 0 N/A
3 Director Chen, Chung-
Hsien		 B.A., University
of California,
Department of
Economics;
EMBA, National
Cheng Kung
University		 Former: Executive Vice General Manager,
Guantian Steel Co., Ltd.
Current:
- Vice Chairman, Chateau International
Development Co., Ltd.
- Vice Chairman, Guantian Steel Co., Ltd.
- Vice Chairman, Chateau Real Estate
Development Co., Ltd.
- Director, Jiayuan Investment Development
Co., Ltd.
- Supervisor, Kunbao Industrial Co., Ltd.
- Chairman, Wise Trading Co., Ltd.
- Director, Chateau Investment Co., Ltd.
- Chairman, Meiyou Industrial Co., Ltd.
- Director, Lun Chuang International Co., Ltd.
- Director,Xinshi Textile Co.,Ltd.		 3,737,404 - N/A
4 Director Chang, Hui-
Ju
(Representati
ve of Chung
Hsin
Development
Co., Ltd.)		 Department of
Business
Administration,
National Cheng
Kung University		 Former: Management Specialist, Chung Hsin
Development Co., Ltd.
Current:
- Director of Planning, Chung Hsin
Development Co., Ltd.
- Director, Chateau International Development
Co., Ltd.
- CFO, Hanwei Dome Development Co., Ltd.
- Director, Chun Hsin Real Estate Co., Ltd.
- Supervisor,ChungHsin Japan Corporation		 23,413,623 0 N/A
5 Director Chung Chia
International
Investment
Co.,Ltd.		 - - 7,221,500 - N/A

-45-

No. Category Candidate
Name		 Education Major Experience and Current Position Shareholding
by Director /
Represented
Legal Entity		 Shareholding
by
Representative		 Serving Three
Consecutive
Terms as
Independent
Director
6 Director Chen, Mi-
Chuan		 Department of
International
Relations,
University of
Southern
California, USA		 Former: Mortgage Specialist, Washington
Mutual Bank, USA; Supervisor, Chateau
International Development Co., Ltd.
Current:
- Director, Chateau International Development
Co., Ltd.
- Vice Chairman, JAI Château Hotels &
Hostels
- Chairman, Poly Do Investment Co., Ltd.
- Chairman, Lun Chuang International Co.,
Ltd.
- Vice Chairman, Meiyou Industrial Co., Ltd.
- Vice Chairman, Concord Securities Co., Ltd.
- Vice Chairman, Smokey Joe’s Dining Co.,
Ltd.
- Supervisor, Jiayuan Investment Development
Co., Ltd.
- Supervisor, Park Avenue Shared Space Co.,
Ltd.
- Supervisor, Ming Chi Co., Ltd.
- Director,Xinshi Textile Co.,Ltd.		 3,204,376 - N/A
7 Director Chen, Pin-
Chun		 Department of
Political Science,
National Cheng
Kung University;
MBA, University
of San Francisco		 Former: Futures Department, Concord
Securities Co., Ltd.
Current:
- Director, Chateau International Development
Co., Ltd.
- Vice Chairman, LEXI Green Energy
Technology Co., Ltd.
- Managing Director, Concord Securities Co.,
Ltd.
- Director, Le Hua Investment Co., Ltd.
- Director, Senxin Energy Co., Ltd.
- Director, Fong Sheng Industrial Co., Ltd.
- Director, Wanquan Construction Co., Ltd.
- Supervisor, Jaji Department Store Co., Ltd.
- Supervisor, LEXI Solar Co., Ltd.
- Director, Jin Lai International Development
Co., Ltd.
- Supervisor, Poly Do Investment Co., Ltd.
- Director, Qunli EnergyCo.,Ltd.		 2,883,023 - N/A
8 Director Chen, Lung-
Feng		 Department of
Mathematics, Fu
Jen Catholic
University		 Former & Current:
- Director & General Manager, Zhangpu
Minrong Aquatic Development Co., Ltd.
- Independent Director, Zhuzhou Kibing Group
Co., Ltd.
- Director, Chateau International Development
Co.,Ltd.		 0 - N/A
9 Director Wang, Te-
Cheng
(Representati
ve of Xinshi
Textile Co.,
Ltd.)		 Department of
Business
Administration,
National Defense
Management
College		 Former & Current:
- Vice Chairman, Senxin Energy Co., Ltd.
- General Manager, Chateau Real Estate
Development Co., Ltd.		 645,326 0 N/A

-46-

No. Category Candidate
Name		 Education Major Experience and Current Position Shareholding
by Director /
Represented
Legal Entity		 Shareholding
by
Representative		 Serving Three
Consecutive
Terms as
Independent
Director
10 Independent
Director		 Wang, Hung-
Chuan		 Department of
Surveying,
National Cheng
Kung University;
EMBA, National
Cheng Kung
University		 Former:
- Chairman, Futen Construction Co., Ltd.
- Chairman, Liso Construction Co., Ltd.
- Chairman, Fei Huan Interior Design Co., Ltd.
Current:
- Independent Director, Chateau International
Development Co., Ltd.
- Independent Director, Guantian Steel Co.,
Ltd.
- Chairman, Futen Construction Co., Ltd.
- Chairman, Fei Huan Interior Design Co., Ltd.
- Director, Taijin Materials Technology Co.,
Ltd.		 0 - NO
11 Independent
Director		 Chien, Han-
Ju		 LL.B., National
University of
Kaohsiung;
M.Fin., National
Cheng Kung
University		 Former:
- Lawyer at several law firms (Kingstone,
Suisse, Chichang)
Current:
- Independent Director, Chateau International
Development Co., Ltd.
- Independent Director, Guantian Steel Co.,
Ltd.
- Director, Chien Han-Ju Law Office
- Legal Aid Attorney and Reviewer, Legal Aid
Foundation Tainan Branch		 0 - NO
12 Independent
Director		 Tai, Li-Min B.S., Statistics,
National Chung
Hsing University
B.S.,
Management,
National Cheng
Kung University
M.Sc., Finance,
Cass Business
School, University
of London		 Former:
- Financial Advisor, Zhao Zi Xing Construction
Engineering Co., Ltd.
- Director, UBS Wealth Management (Taiwan)
- Vice President, HSBC Corporate Banking
(Taiwan)
Current:
- Independent Director, Chateau International
Development Co., Ltd.
- Chairman, Xiuyu International Trading Co.,
Ltd.		 0 - NO

-47-

(9) Details of Positions Subject to Release from Non-Competition Restrictions

Chateau International Development Co., Ltd.

Details of Positions Subject to Release from Non-Competition Restrictions

Name Concurrent Positions at Other Companies
Guantian Investment
Development Co., Ltd.		 Director, Asahi Enterprises Corp.,
Director, Hsin-shih Textile Co., Ltd.
Representative: Chen, Hsieh-
Tung		 Chairman, Chateau Fulang Hotels Co., Ltd.
Chairman, Chateau Development Co., Ltd.
Director, Chia Chi Sdry Enterprise Co., Ltd.
Director, Asahi Enterprises Corp.,
Representative: Yu, Kuo-
Fang		 Supervisor, Yunzhi Sustainability Strategy Co., Ltd.
Chen, Chung-Hsien Vice Chairman, Guantian Steel Co., Ltd.
Vice Chairman, Chateau Development Co., Ltd.
Director, Jiayuan Investment Development Co., Ltd.
Supervisor, Kunbao Industrial Co., Ltd.
Chairman, Wise Co., Ltd.
Director, Chateau Investment Co., Ltd.;
Chairman, Asahi Enterprises Corp.,
Director, Launcher International Co., Ltd.
Director, Hsin-shih Textile Co., Ltd.
Zhongxin Development Co.,
Ltd.		 Director, Kaohsiung Arena Development Corporation
Director, Kaohsiung Rapid Transit Corp.
Director, Chung Hsin Development Construction Co., Ltd.
Director, Xin Shang Yang Investment Co., Ltd.
Director, Qun Xin Properties Co., Ltd.
Representative: Chang, Hui-
Ju		 Director of Planning, Zhongxin Development Co., Ltd.
CFO, Kaohsiung Arena Development Corporation
Director, Qun Xin Properties Co., Ltd.
Supervisor, Zhongxin Japan Co., Ltd.
Zhongjia International
Investment Co., Ltd.		 Director, Tainan Enterprises Co., Ltd.
Director, Vieshow Cinemas Co., Ltd.
Director, Deltamac Co., Ltd.
Director, Chung-Hsin Electric & Machinery Mfg. Corp.
Director, Taiwan.com Corporation
Director, Taiwanet com Corporation
Chen, Mi-Jyuan Vice Chairman, Chateau Fulang Hotels Co., Ltd.
Chairman, Poly Do Investment Co., Ltd.
Chairman, Launcher International Co., Ltd.
Vice Chairman, Asahi Enterprises Corp.,
Vice Chairman, Concord Securities Co., Ltd.
Vice Chairman, Smokey Joe’s Dining Co., Ltd.
Supervisor, Jiayuan Investment Development Co., Ltd.
Supervisor, Park Avenue Co-Working Space Co., Ltd.
Supervisor, Ming Qi Co., Ltd.

-48-

Name Concurrent Positions at Other Companies
Director, Hsin-shih Textile Co., Ltd.
Chen, Pin-Chun Vice Chairman, Luxe Green Energy Technology Co., Ltd.
Executive Director, Concord Securities Co., Ltd.
Director, Lehua Investment Co., Ltd.
Director, Senxin Energy Co., Ltd.
Director, Feng Shehg Enterprise Co., Ltd.
Director, Wanquan Construction Co., Ltd.
Supervisor, Chia Chi Sdry Enterprise Co., Ltd.
Supervisor, Luxe Solar Co., Ltd.
Director, Jinlai International Development Co., Ltd.
Supervisor, Polydo Investment Co., Ltd.
Director of Qun Li Energy Co., Ltd.,
Chen, Long-Fong Director, Zhangpu Minrong Aquatic Products Development Co., Ltd.
General Manager, Zhangpu Minrong Aquatic Products Development Co., Ltd.
Hsin-shih Textile Co., Ltd. -
Representative: Wang, De-
Cheng		 General Manager, Chateau Development Co., Ltd.
Vice Chairman, Senxin Energy Co., Ltd.
Wang, Hong-Cyuan Independent Director, Guantian Steel Co., Ltd.
Chairman, Futen Construction Co., Ltd.
Chairman, Feihuan Interior Design Co., Ltd.
Chairman,Taijin Materials TechnologyCo.,Ltd.
Jian, Han-Ru Independent Director, Guantian Steel Co., Ltd.
Principal, Jian, Han-Ru Law Office
Dai, Li-Min Chairman, Xiuyu International Trading Co., Ltd.

-49-

(10) Articles of Incorporation (Before Amendment)

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:

  1. E801010 Indoor Decoration

  2. F101100 Wholesale of Flowers

  3. F107050 Wholesale of Fertilizer

  4. F107080 Wholesale of Environmental Agents

  5. F111090 Wholesale of Building Materials

  6. F113010 Wholesale of Machinery

  7. F201070 Retail sale of Flowers

  8. F203020 Retail Sale of Tobacco and Alcohol

  9. F203010 Retail Sale of Food, Grocery and Beverage

  10. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories

  11. F207050 Retail Sale of Fertilizer

  12. F207080 Retail Sale of Environmental Agents

  13. F209060 Retail Sale of Culture, Education, Musical Instruments and Educational Entertainment Supplies

  14. F211010 Retail Sale of Building Materials

  15. F213080 Retail Sale of Machinery and Tools

  16. F214020 Retail Sale of Motorcycles

  17. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories

  18. F214060 Retail Sale of Ship and Component Parts Thereof

  19. F501060 Restaurants

  20. H701010 Housing and Building Development and Rental

  21. H701070 Process Zone Expropriation and Urban Land Readjustment Agency

  22. I102010 Investment Consulting

  23. I103060 Management Consulting

  24. I503010 Landscape and Interior Designing

  25. I504010 Floriculture Designing

  26. J101050 Environmental Testing Services

  27. J601010 Arts and Literature Service

  28. J602010 Performing Arts Activities

  29. J701020 Amusement Parks

  30. J701080 Water Recreation Activities Operator

  31. J801030 Athletics and Recreational Sports Stadium

  32. J901020 Regular Hotel

  33. JE01010 Rental and Leasing

  34. 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 paidin capital under Article 13 of the Company Act.

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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

Article 11:

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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 Company.

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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:

  1. Establish and abolish branch offices.

  2. Review and approve the budget.

  3. Give approval for the company to invest in other businesses.

  4. Propose the distribution of earnings.

  5. Propose division of powers and responsibilities between the Board of Directors and the General Manager.

  6. Employ and dismiss the personnel at the level of Deputy General Manager or above.

  7. Appoint, change or dismiss attorneys and accountants.

  8. 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.

  9. 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.

Article 19:

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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

  1. Business report.

  2. Financial statements.

  3. 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.

However, the Company’s accumulated losses shall have been covered first, and then

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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

  1. Make up the losses for the preceding years.

  2. "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.

  3. 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.

  4. 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:

  1. 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.

  2. 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.

  3. Appropriation may be stopped only if one of the following conditions is met:

  4. (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.

  5. (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.

Article 26:

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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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(11) Rules of Procedure for Shareholders’ Meetings 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:

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

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  1. 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.

  2. 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.

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A shareholder intending to exercise voting rights by correspondence or electronic 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

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conference may not exercise their voting rights on the original motion or propose 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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(12) Procedures for Election of Directors

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:

  1. 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:

  1. The ability to make judgments about operations.

  2. Accounting and financial analysis ability.

  3. Business management ability.

  4. Crisis management ability.

  5. Knowledge of the industry.

  6. An international market perspective.

  7. Leadership ability.

  8. 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:

  1. The ballot was not prepared by a person with the right to convene.

  2. A blank ballot is placed in the ballot box.

  3. The writing is unclear and indecipherable or has been altered.

  4. The candidate whose name is entered in the ballot does not conform to the director candidate list.

  5. 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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(13) Directors’ Shareholding Status

Shareholdings of All Directors

  1. The paid-in capital of the Company is NT$ 1,431,143,960 and the number of shares issued is 143,114,396.

  2. 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 8,590,181 shares.

  3. The company has designed an audit committee, so there is no applicable statutory number of shares held by supervisors.

  4. Shareholdings of individual and all directors recorded in the shareholders’ roster as of the CSDE (March 29, 2025) of this Annual Stockholders’ Meeting are stated as follows:

follows:
Title Name Number of Shares Held at
the Book Closure Date for
This Shareholders’ Meeting
Chairman Guantian Investment Development Co.,Ltd. 35,973,318
Representative Chen,Hsieh-Tung 330,688
Director Guantian Investment Development Co.,Ltd. 35,973,318
Representative Yu,Kuo-Fang 0
Director Chen,Chung-Hsien 3,737,404
Director Zhongxin Development Co.,Ltd. 23,413,623
Representative Chang,Hui-Ju 0
Director Zhongjia International Investment Co.,Ltd. 7,221,500
Representative Weng,Ming-Hsien 0
Director Hsin-shih Textile Co.,Ltd. 645,326
Representative Chen,Mi-Jyuan 3,204,376
Director Chen,Pin-Chun 2,883,023
Director Chen,Long-Fong 0
Subtotal of Non-Independent Directors(Note) 73,874,194
Independent
Director		 Wang, Hong-Cyuan 0
Independent
Director		 Jian, Han-Ru 0
Independent
Director		 Dai, Li-Min 0
Subtotal of Independent Directors(Note) 0
Subtotal of Total of All Directors(Note) 73,874,194

(Note) When a single juristic person holds multiple director seats, only one seat is counted in the subtotal and total, and the shareholding of the representatives is not included in the calculation.

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