CHEM - AGM Information 2024 | FinancialReports.eu

Stock symbol ： 1513

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Chung Hsin Electric & Machinery Mfg. Corp. Ltd.

2024 Annual Shareholders’ Meeting

Agenda Handbook

May 27, 2024

Table of Content

I. Meeting Agenda .................................................................................................................................................... 3
II. Report Items ......................................................................................................................................................... 4
III. Proposals ........................................................................................................................................................... 6
IV. Discussion Items ................................................................................................................................................... 7
V. Ad-Hoc Motion ..................................................................................................................................................... 9
VI. Attachment .......................................................................................................................................................... 10
Attachment 1. Fiscal Year 2023 Business Report .......................................................................................................... 10
Attachment 2. Fiscal Year 2023 Audit Committee’s Review Report ............................................................................. 14
Attachment 3. Fiscal Year 2023 Financial Statement ..................................................................................................... 15
Attachment 4. Comparison Table of Amendments to the 'Board of Directors Meeting Regulations' ............................ 37
Attachment 5. Comparison Table of Amendments to the 'Articles Of Association' ....................................................... 39
VII. Appendix......................................................................................................................................................... 40
Appendix A. Board of Directors Meeting Regulations (Before Amendment) ............................................................... 40
Appendix B. Shareholders' Meeting Regulations .......................................................................................................... 47
Appendix C. Articles of Association (Before Amendment) ........................................................................................... 53
Appendix D. Directors' Shareholding Status.................................................................................................................. 62

I. Meeting Agenda

Topic: Chung Hsin Electric & Machinery Mfg. Corp. Ltd. (CHEM) 2024 Annual Shareholders’ Meeting

Time: May 27, 2024, Monday 9 AM

Location: CHEM Headquarter at Linkou, Auditorium

Address: No.25, Wende Rd., Guishan Dist., Taoyuan City 333, Taiwan

Meeting Procedure:

Call the Meeting to Order
Chairperson Takes Seat
Chairperson Remarks
Management Presentation (Company Reports)
a. Fiscal Year 2023 Business Report
b. Fiscal Year 2023 Audit Committee’s Review of Financial Statement Report
c. Fiscal Year 2023 Endorsement and Guarantee Report
d. Report on Indirect Investments in China
e. Fiscal Year 2023 Employee Compensation and Director Remuneration Distribution Report
f. Amendments to the 'Board of Directors Meeting Regulations'
Proposals for Approval
a. The Company’s financial statements for the fiscal year 2023
b. The Company’s profit distribution for the fiscal year 2023
Discussion Items
a. Amendments to the 'Articles of Association'
b. In planning for the listing of the subsidiary Bao-Sheng Global Co., Ltd., a proposal to conduct stock issuance and related operational procedures
Ad-hoc Motion
Adjournment

II. Report Items

A. Item 1 (Proposed by the Board of Directors)

Subject: Fiscal year 2023 Business Report for review and inspection

Description: For 2023 Business Report, please refer to Attachment A (page 10 of this manual).

B. Item 2 (Proposed by the Board of Directors)

Subject: The Audit Committee's review of the fiscal year 2023 financial statement report for review and inspection

Description: The Company’s fiscal year 2023 financial statement report has been audited and certified by accountants Lin Jin-Feng and Zhang Ya-Quan from Crowe Global, and reviewed by the Audit Committee. According to the regulations of the Company Law, a written audit report is provided, including the accountant's audit report and the Audit Committee's review report (please refer to Attachments 2 and 3, pages 14-18 and 25-29 of this manual).

C. Item 3 (Proposed by the Board of Directors)

Subject: Fiscal Year 2023 Endorsement and Guarantee Report

Description:

a. Handled in accordance with the Company's "Endorsement and Guarantee Procedures."
b. As of December 31, 2023, the total amount of endorsements and guarantees provided by the Company amounted to NTD 9,820,231,444. The guaranteed parties include business partners or invested companies, and the nature of the guarantees pertains to bank financing revolving credit facilities. Details are as follows:

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Chung Hsin Electric & Machinery Mfg. Corp. Ltd.
Endorsement and Guarantee Record for Reference
December 2023
Balance (Currency:
Name of Endorsees/Guarantees
NTD)
Cheng-Hsin Engineering & Services Co., Ltd. 700,000,000
San Feng Construction Co., Ltd. 700,000,000
Bao-Sheng Global Co., Ltd. 460,000,000
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Wha Dun Building Management Service Co., Ltd. 10,000,000
Tian Chong Energy Co. 4,582,000,000
Tian Peng Energy Co. 3,177,698,000
Vataan Energy Technology Inc. 95,179,903
Takumo Technology Inc. 95,353,541
Total Balance 9,820,231,444
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D. Item 4 (Proposed by the Board of Directors)

Subject: Report on Indirect Investments in China

Description: As of February 2024, the Company has obtained approval from the Investment Commission of the Ministry of Economic Affairs for indirect investments in China, totaling USD 105,501,688.30. The cumulative amount of funds invested from Taiwan to China is USD 96,524,649.90.

E. Item 5 (Proposed by the Board of Directors)

Subject: Fiscal Year 2023 Employee Compensation and Director Remuneration Distribution Report

Description:

a. Pursuant to Article 33 of the Company's Articles of Association, which stipulates that "if the Company makes a profit for the year, it shall allocate more than one percent as employee compensation and up to three percent as director remuneration. However, in the case of accumulated losses, the amount of accumulated losses shall be deducted first, and the remaining amount shall be calculated for allocation."
b. Based on the accountant's financial statement audit, the pre-tax net profit after deducting employee compensation and director remuneration is NTD 2,352,701,494. The distribution of employee compensation and director remuneration for fiscal year 2023, as approved by the 5th Compensation Committee of the 5th term on March 11, 2024, is as follows:
1. Employee Compensation (1%) (Cash): NTD 23,527,015
2. Director Remuneration (2%): NTD 47,054,030
F. Item 6 (Proposed by the Board of Directors)

Subject: Amendments to the 'Board of Directors Meeting Regulations'

Description:

a. Pursuant to the directive issued by the Financial Supervisory Commission of the Republic of China on January 11, 2024, Ref. No. 1120383996, amendments are to be carried out.
b. For the comparison table of amendments, please refer to Attachment 4 (page 37 of this manual).

III. Proposals

A. Item 1 (Propose-d by the Board of Directors)

Subject: Fiscal Year 2023 Financial Statement Report Approval Request

Description: The fiscal year 2023 business report and financial statements (including consolidated statements) have been approved by the Board of Directors and reviewed by the Audit Committee (please refer to pages 14-36 of this manual).

Resolution:

B. Item 2 (Proposed by the Board of Directors)

Subject: Fiscal Year 2023 Profit Distribution Approval Request

Description:

a. The profit distribution proposal for fiscal year 2023 has been reviewed and approved by the Audit Committee.
b. The profit distribution is as follows:

Chung Hsin Electric & Machinery Mfg. Corp. Ltd. Profit Distribution Table Fiscal Year 2023

he profit distribution is as follows:	he profit distribution is as follows:
Chung Hsin Electric & Machinery Mfg. Corp. Ltd. Profit Distribution Table Fiscal Year 2023
Items	Balance (Currency: NTD)
BeginningUndistributed Earnings Balance(A)	1,572,077,735
Net Profit after Tax (B)	1,585,694,777
Less: Difference between Acquisition or Disposal of Subsidiary Equity and Book Value (C)	(8,186,805)

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Less: Retained Earnings Adjustment -
(18,899,000)
Remeasurement of Defined Benefit Plans (D)
Plus: Retained Earnings Adjustment – Other (E) 63,283
Amount of Net Profit after Tax for the Year plus
Other Items not included in this Year's Net Profit
1,558,672,255
included in Current Year's Undistributed Earnings
(F=B-C-D+E)
Less: Allocation to 10% Statutory Reserve
(G=F10%) (155,867,226)
Available for Distribution Earnings (H=A+F-G) 2,974,882,764
Distribution Items
Dividend for Ordinary Shareholders (NT$3.6 per
(1,811,205,054)
share) (I)
Ending Undistributed Earnings (J=H-I) 1,163,677,710
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Chairperson: Jiang, Fu-Nien President: Kuo, Hui-Chuan Accounting Director: Wu, Shu-Chen

c. Shareholder dividends will be distributed as cash dividends, with the distribution amount rounded to the nearest NTD. Any fractional amounts less than one NTD will be handled by transferring back to undistributed earnings. The Board of Directors is authorized to set the dividend distribution record date.
d. Following the Board's resolution on the profit distribution proposal, in the event of share buybacks, transfers, conversions, or cancellations pursuant to Article 28-2 of the Securities Exchange Act, which may affect the outstanding shares as of the dividend distribution record date, the Board is authorized to adjust the shareholder dividend rate based on the actual outstanding shares on the dividend distribution record date as determined by the Board's resolution on the profit distribution proposal.

Resolution:

IV. Discussion Items

A. Item 1 (Proposed by the Board of Directors)

Subject: Amendment of "Articles of Association" for review and inspection

Description:

a. Amendments are proposed to align with the company's governance requirements.
b. The comparison table of amendments is provided in Attachment 5 (please refer to

page 39 of this manual).

Resolution:

B. Item 2 (Proposed by the Board of Directors)

Subject: In planning for the listing of the subsidiary Bao-Sheng Global Co., Ltd., a proposal to conduct stock issuance and related operational procedures for review and inspection

Description:

a. To align with the subsidiary, Bao-Sheng Global Co., Ltd.'s application for listing, attract and retain talent, integrate internal and external resources of the group, and introduce strategic investors or financial investors, as well as for future matters regarding equity distribution before applying for stock listing, we propose to conduct equity distribution procedures while maintaining the company's control over BaoSheng.
b. In accordance with the "Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx" regulations, within three years prior to applying for stock listing, listed companies engaging in equity distribution activities to reduce their shareholding in the applying company should prioritize existing shareholders of the listed company for subscription or adopt other methods that do not impair the interests of the shareholders of the listed company.
c. Bao-Sheng's stock disposal plan

Sale of Bao-Sheng shares:

The price at which the Company disposes of Bao-Sheng shares shall not be lower than the net asset value per share of Bao-Sheng's most recent audited or reviewed financial statements before the Board's resolution to dispose of Bao-Sheng shares, and an independent expert shall be commissioned to issue an opinion on the reasonableness of the price.
In order to comply with the provisions of the "Listing Rules for Group Enterprises Applying for Stock Listing and Ineligible for Stock Listing," regarding the reduction of the shareholding ratio of parent companies in subsidiary companies, transactions involving the Company's disposal of Bao-Sheng shares shall prioritize qualified shareholders of the Company.
Qualified shareholders of the Company refer to shareholders listed on the

shareholder register as of the most recent record date for subscription of BaoSheng shares, with holdings of one thousand shares (inclusive) or more, calculated proportionately based on their holdings. However, to safeguard the rights of existing shareholders of the Company, shareholders who fail to subscribe to at least one thousand shares may, within five days from the record date, independently accumulate shares to reach one thousand shares. If existing shareholders abandon their subscription or fail to accumulate enough shares even after pooling, the Board is authorized to negotiate with specific individuals for subscription.

Specific individuals include Bao-Sheng employees, employees of the Company and its affiliates, and strategic investors or financial investors who contribute to the operation and development of Bao-Sheng.
Matters such as the actual transaction price, negotiation with the transaction counterparties, and operational schedule shall be proposed to the general meeting of shareholders for authorization of the Board to formulate them in accordance with market conditions at the time, the operating conditions of Bao-Sheng, and the procedures for acquiring or disposing of assets of the Company at that time.
d. In the future, for the issuance of shares required for Bao-Sheng's application for registration and listing, the Company and its affiliates shall allocate shares in accordance with relevant laws and regulations and over-the-counter market regulations, and conduct procedures such as offering shares for subscription by securities dealers and oversubscription based on market conditions at the time and the operating conditions of the respective listing plans, agreed upon jointly with the underwriters.
e. The aforementioned matters related to the issuance of Bao-Sheng's shares have been deliberated and resolved at the Sixth Meeting of the Third Session of the Audit Committee and the Seventh Meeting of the Twenty-fourth Session of the Board of Directors, and are proposed to be authorized by the general meeting of shareholders for full authority to the Board of Directors to handle.

Resolution:

V. Ad-Hoc Motion

VI. Attachment

Attachment 1. Fiscal Year 2023 Business Report

A. Fiscal Year 2023 Business Report

1. Business Overview

a. Consolidated revenue for fiscal year 2023 was NT$22.144 billion, an increase of NT$3.5979 billion or 19.40% from NT$18.5468 billion in fiscal year 2022. The company's revenue for fiscal year 2023 was NT$17.69196 billion, up NT$2.15375 billion or 13.86% from NT$15.53821 billion in fiscal year 2022.
b. Net profit from continuing operations for the current period was NT$1.58544 billion, down NT$0.88106 billion or 35.72% from NT$2.4665 billion in fiscal year 2022. Net profit attributable to the parent company's shareholders was NT$1.58569 billion, down NT$0.84855 billion or 34.86% from NT$2.43424 billion after taxes in fiscal year 2022. Basic earnings per share were NT$3.25.
Budget Performance
a. For the fiscal year 2023, the consolidated operating revenue was 22.14487 billion New Taiwan Dollars, achieving 106.06% of the budgeted 20.8798 billion New Taiwan Dollars.
Financial Performance and Profitability Analysis
a. As of the end of fiscal year 2023, total consolidated assets were NT$44.17056 billion, total liabilities were NT$28.22032 billion (including long-term loans of NT$9.479 billion and short-term loans of NT$1.05254 billion, totaling NT$10.55044 billion), and total equity was NT$15.95024 billion. After deducting minority interests of NT$0.196 billion, the net asset value per share, based on 503,112,515 ordinary shares, was NT$31.31.
b. Consolidated operational analysis for the company over the last two years

Year Item 2023	Year Item 2023	2022
Debt Ratio	63.89%	67.91%

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Current Ratio 126.04% 134.59%
Gross Margin Ratio 28.99% 25.58%
Pre-tax Profit Margin 10.82% 16.67%
Return on Equity 10.82% 19.73%
Net Profit Margin 7.16% 13.30%
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Research and Development Status: Please refer to the Annual Report section 5.1.3.
B. Fiscal Year 2024 Operational Plan Outline

In 2023, the world entered the post-pandemic era, with countries striving for economic recovery. Yet, ongoing geopolitical conflicts such as the Russia-Ukraine war and escalated tensions in Israel-Palestine, alongside deteriorating US-China relations, kept inflation high and cast shadows over global economic prospects.

Chung Hsin Electric & Machinery capitalized on its robust management and resilience to navigate these challenges successfully, achieving record revenues and profits. The recovery in travel boosted its parking business, and government-led initiatives on energy transition and strengthening the power grid fueled growth in heavy electrical equipment and renewable energy sectors, pushing annual revenues to a new high of NT$22.145 billion.

However, the company also faced challenges from the CM-32 armored vehicle controversy. The management team effectively mitigated risks, working closely with staff to protect shareholder interests and minimize negative impacts, allowing the company to post a consolidated net profit of NT$1.585 billion and earnings per share of NT$3.25. Following these results, the board approved a cash dividend of NT$3.60 per share for the year.

Honors and Recognition

In collaboration with Business Weekly and the Risk Center at National Taiwan University, the "Top 100 Carbon Competitive Companies in Taiwan" is selected based on publicly disclosed sustainability report data across five indicators: carbon productivity, carbon emission growth rate, carbon reduction commitment, management level, and Scope 3 carbon emissions. CHEM has long been committed to its core business in the green sustainable industry, continuously promoting energy conservation and carbon reduction. In 2023, it was honored as one of the “Top 100 Carbon Competitive” companies.

CHEM Electric maintains unwavering commitment to the quality of its products and projects and its belief in promoting green environmental protection. In 2023, CHEM Electric undertook

the “Datan Power Plant Expansion for Gas Combined Cycle Power Generation Project at Datan and Linkou Power Plant Sites Including the Existing 161kV Switchyard Equipment Addition Project” for Taipower. This project effectively utilized the existing switchyard space to enhance and improve equipment functionality, not only strengthening the power grid's capacity but also avoiding the lengthy construction timeline and significant cost of new switchyard facilities, earning the 23rd Public Construction Golden Quality Award for both design and construction excellence. Moreover, with its longstanding outstanding performance in public construction projects, CHEM Electric also received the special contribution award from the Public Construction Golden Quality Awards (for companies and organizing agencies that have won awards for 5, 10, and 15 sessions).

The Public Construction Golden Quality Awards, regarded as the "Oscars of the engineering world," represent the highest honor in the engineering field and set a benchmark for public construction. This recognition is not only a testament to the company’s engineering quality but also the greatest honor for the entire CHEM team.

1. Key Business Initiatives

Comprehensive Launch of the Resilient Grid Plan to Boost Revenue and Profit

To enhance Taiwan's power grid resilience against unforeseen events and prepare for the 2050 net-zero transition, Taipower initiated the decade-long "Resilient Grid Investment Plan" in 2023 with a total budget of NT$564.5 billion. This plan focuses on three main pillars: distributed grid projects (NT$437.9 billion), advanced grid fortification (NT$125 billion), and enhanced system defense capabilities (NT$1.69 billion). It comprises 10 specific actions across 5 distributed, 3 fortified, and 2 defense areas, ensuring the reliable electricity supply essential for Taiwan’s economic development and public welfare.

CHEM, a leader in the heavy electrical industry, specializing in gas-insulated switchgear and various transmission, distribution, and green energy projects, has shown impressive performance aligning with government electricity policies and leveraging its competitive advantages. Moving forward, the company plans to further utilize its resources to secure major projects related to power plant switchyards, offshore wind substation constructions, new energy storage facilities, and indoor substations enhancements with Taipower, aiming to reach new business heights.

iCharging Creating a Nationwide Charging Ecosystem for Mobile Needs

As a pioneer in charging services, iCharging, supported by CHEM's advanced power management technology and the market dominance of Tutu Parking Lots, has rapidly expanded its electric vehicle charging network in Taiwan in 2023.

Embracing the concept of "park and charge," iCharging has successfully covered strategic locations including highway service areas, urban centers, and science parks, securing exclusive operational rights for charging stations in Taiwan's highway service areas. By the end of 2023, iCharging obtained the rights to manage charging stations in 16 highway service areas from the Ministry of Transportation's Highway Bureau, establishing 108 charging slots and a 16 MW charging network, planning to expand to 40 MW to accommodate the growth of electric vehicles. In response to the government's green energy policies, iCharging integrates hydrogen power generation and smart grid management, introducing high-capacity energy storage systems (BESS) and hydrogen backup power systems at charging stations, further enhancing energy efficiency and reducing carbon emissions. Through its peak-shaving capabilities, iCharging can release electricity during Taipower's peak times, reducing reliance on the grid for charging stations. It is estimated that within 8 years, this will reduce carbon absorption equivalent to that of 709 Daan Forest Parks, thus contributing to a future of green transportation and energy conservation.

2. Future Development Strategy

Shaking off the setbacks from the CM-32 armored vehicle case, CHEM has overcome its toughest phase. Looking ahead to 2024, the company aims to leverage its robust operational resilience and competitive edge in the electricity sector, embracing change and innovation to forge new business paradigms and advance towards sustainable operations.

3. External Competition, Regulatory Environment, and Overall Business Context

a. CHEM is the market leader in Taiwan with a complete and leading product line in GIS equipment, extensive engineering experience, and specialized capabilities in power generation and grid integration, effectively mitigating external competition and environmental impacts.
b. In recent years, CHEM has actively transformed and upgraded, expanding into business groups including power, system integration, new energy, and operations in mainland China. The company's diversification into green energy and services has gradually shown results, significantly reducing the risks associated with reliance on a single industry.
c. By upgrading precision manufacturing technologies, CHEM has successfully ventured into semiconductor and optoelectronic equipment manufacturing, securing orders from major international companies and reducing the impact of regional competition and business environments.

Attachment 2. Fiscal Year 2023 Audit Committee’s Review Report

Chung Hsin Electric & Machinery Mfg. Corp. Ltd. Fiscal Year 2023 Audit Committee’s Review Report

The Board of Directors has submitted the annual business report, financial

statements, and profit distribution proposals for the fiscal year 2023 of the Republic of

China. These financial statements have been audited and verified by Crowe Global,

which issued an audit report. The aforementioned business report, financial statements,

and profit distribution proposals have been reviewed by the Audit Committee and were

found to comply with regulations. Thus, in accordance with Article 14-4 of the

Securities Exchange Act and Article 219 of the Company Law, a report has been

prepared for your review.

Chung Hsin Electric & Machinery Mfg. Corp. Ltd.

Audit Committee Convener: Chen, Chiung-Tsan

March 11, 2024

Attachment 3. Fiscal Year 2023 Financial Statement

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors and the Stockholders

Chung-Hsin Electric and Machinery Manufacturing Corp.

Opinion

We have audited the parent company only financial statements of Chung-Hsin Electric and Machinery Manufacturing Corp. (the Corporation), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The description of the key audit matters of the parent company only financial statements for the year ended December 31, 2023 are as follows:

Engineering Project Revenue Recognition

Key Audit Matters Statements

Refer to the Note 4(17) to the accounting policy of revenues recognition.

The Corporation business included electric power engineering construction and design. Contract revenue should be recognized by reference to the stage of completion of the performance obligation over time. Performance obligation should be measured by reference to the stage of completion of the contract activity. The stage of completion of a contract is measured by the proportion of contract costs incurred for work performed to date to the estimated total costs for the contract which are based on significant accounting estimation and judgment of management. Therefore, the recognition of engineering project revenues is considered as a key audit matter by decision of CPA.

Key Audit procedures

By conducting the tests of controls, we obtained an understanding of the Corporation’s recognition of engineering project revenues and of the design and implementation of related controls. We also perform corresponding audit procedures as follows:

Review the amount and estimate cost of matter contracts to confirm the accuracy of the information in the profit or loss on engineering project.
Test the accuracy of the engineering project listing on percentage of completion calculation and confirm the accuracy of the information in the accounting system.
Acquire and check the statements about the matter changing of contract, which is prepared by the corporation.

Other Matter

We did not audit the financial statements of certain subsidiaries and investments which were accounted for under the equity method based. Therefore, Our Opinion, insofar as it related to the amounts included for certain subsidiaries and investments which were accounted for under the equity method are based solely on the reports of other auditors.

The investments accounted for under the equity method balance of NT 4,550,953 thousand and NT 3,353,456 thousand, which represented 13.35% and 11.24% of the total assets as of December 31, 2023 and 2022, the related shares of profit of associates and joint ventures accounted for using equity method in the amount of NT 314,239 thousand and NT 414,316 thousand, which represented 13.77% and 14.08% of the incomes before income tax for the years ended December 31, 2023 and 2022.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the Audit Committee, are responsible for overseeing the Corporation’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only

financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors’ report is Lin, Chin Feng and Chang, Ya Chuan.

Crowe (TW) CPAs

Republic of China

March 11, 2024

Notice to Reader

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

For the convenience of readers, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. The English version didn’t review by auditor. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

Assets	December 31,2023		December 31,	2022
	Amount $ 953,535 7,855 1,227,384 3,256,748 99,191 222 1,500,543 38,068 525 1,155,817 6,129,498 2,269,246 984,775 100,387 17,723,794 132,932 7,396,824 4,665,508 2,656,460 508,466 20,014 477,908 511,018 16,369,130 $ 34,092,924	%	Amount % $ 1,684,523 6 10,982 - 20,917 - 3,023,611 10 34,611 - 584 - 1,767,589 6 143,544 - 172 - 1,173,965 4 4,166,263 14 2,050,727 7 1,836,223 6 132,316 1 16,046,027 54 63,198 # - 6,368,008 21 3,293,861 11 2,710,134 9 514,691 2 14,042 - 365,226 1 464,359 2 13,793,519 46 $ 29,839,546 100	%
		3 - 4 10 - - 4 - - 3 18 7 3 -		6 - - 10 - - 6 - - 4 14 7 6 1
CURRENT ASSETS`：` Cash and cash equivalents (Note 6) Current financial assets at fair value through profit or loss (Note 6) Current financial assets at amortized cost (Notes 6 and 8) Contract assets, current (Notes 6 and 7) Notes receivable, net (Note 6) Notes receivable due from related parties, net (Notes 6 and 7) Accounts receivable, net (Note 6) Accounts receivables due from related parties (Notes 6 and 7) Other accounts receivables, net Other accounts receivables due from related parties (Note 7) Inventory – manufactory (Note 6) Inventory – Construction (Note 6) Prepayments (Notes 6 and 7) Other current assets (Notes 6 and 8) Total current assets NON-CURRENT ASSETS`：` Non-current financial assets at fair value through profit or loss (Note 6) Investments accounted for using equity method (Notes 6 and 7) Property, plant and equipment (Notes 6, 7 and 8) Right-of-use assets (Note 6) Investment property, net (Notes 6 and 8) Intangible property Deferred tax assets (Note 6) Other non-current assets, others (Notes 6, 7 and 8) Total non-current assets TOTAL ASSETS Liabilities and Equity
		52		54
		- 22 14 8 1 - 1 2
		48		46
		100		100
	$ 532,749 - 5,051,112 852 - 2,258,231 197,051 883,109 18,961 1,221,215 1,057,412 62,500 2,114,144 13,397,336 1,997,952 437,500 324,744 345,103 1,521,345 314,706 4,941,350 18,338,686 5,031,125 -	2 - 15 - - 7 - 3 - 4 3 - 6	$ 410,871 2,234 3,613,598 108,498 44,827 3,352,536 117,178 916,258 17,932 800,515 935,952 1,722,933 12,890 12,056,222 1,997,206 150,000 315,551 348,104 1,701,220 167,312 4,679,393 16,735,615 4,761,361 1,906	2 - 12 - - 11 - 3 - 3 3 6 -
CURRENT LIABILITIES`：` Short-term loans (Notes 6 and 8) Current financial liabilities at fair value through profit or loss (Note 6) Current contract liabilities (Note 6) Notes payable Notes payable due from related parties (Note 7) Accounts payable Accounts payable due from related parties (Note 7) Other payables (Note 6) Other payables due from related parties (Note 7) Current tax liabilities Current lease liabilities (Note 6) Long-term liabilities, current portion (Note 6) Other current liabilities (Note 6) Total current liabilities NON-CURRENT LIABILITIES`：` Bonds payable (Note 6) Long-term debts (Note 6) Current tax liabilities-non current Deferred income tax liabilities (Note 6) Non-current lease liabilities (Note 6) Other non-current liabilities, others (Notes 6 and 7) Total non-current liabilities Total liabilities Equity attributable to owners of parent Common stock (Note 6) Certificate of entitlement to new shares from convertible bond (Note 6)
		40		40
		6 1 1 1 4 1		6 1 1 1 6 1
		14		16
		54		56
		15 -		16 -

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

December 31,2023		December 31,	2022
Amount % 2,970,660 9 1,774,200 5 858,940 2 3,130,750 9 5,763,890 16 2,105,443 6 ( 116,880 ) - 15,754,238 46 $ 34,092,924 100	%	Amount 1,723,376 1,546,952 858,940 3,466,469 5,872,361 861,807 ( 116,880 ) 13,103,931 $ 29,839,546	%
	9 5 2 9		6 5 3 11
			19 3 -
	46		44 100
	100

(The accompanying notes are an integral part of parent company only financial statements.)

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

For theyear ended December 31,	For theyear ended December 31,	For theyear ended December 31,
2023	% 100 ( 68 ) 32 ( 4 ) 1 29 ( 2 ) ( 5 ) ( 3 ) - ( 10 ) 19 - 1 ( 12 ) - 5 ( 6 ) 13 ( 4 ) 9 - 7 - 7 16	2022
Amount $ 17,691,963 ( 12,078,774 ) 5,613,189 ( 603,803 ) 110,596 5,119,982 ( 373,778 ) ( 828,950 ) ( 455,146 ) ( 75,793 ) ( 1,733,667 ) 3,386,315 45,141 236,437 ( 2,067,331 ) ( 66,007 ) 747,566 ( 1,104,194 ) 2,282,121 ( 696,426 ) 1,585,695 ( 18,899 ) 1,274,403 ( 30,767 ) 1,224,737 $ 2,810,432 $ 3.25		Amount $ 15,538,210 ( 11,740,690 ) 3,797,520 ( 392,198 ) 95,091 3,500,413 ( 343,580 ) ( 898,399 ) ( 337,843 ) ( 29,224 ) ( 1,609,046 ) 1,891,367 26,054 248,861 ( 7,135 ) ( 61,477 ) 844,362 1,050,665 2,942,032 ( 507,794 ) 2,434,238 25,142 475,806 47,487 548,435 $ 2,982,673 $ 5.21 $ 4.95
$ 3.25

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

Common Stock	Certificate of entitlement to new shares from convertible bond	Capital surplus		RETAINE	D EARNINGS			OTHER EQUITY		Treasury stock
			Legal reserve	Special reserve	Unappropriated earnings	Total Retained earnings	Exchange differences on translating foreign operations	Unrealized gain (loss) on financial assets at FVTOCI	Total Other equity
$ 4,761,343 - - - - -	$ - - - - - -	$ 1,477,215 - - 3,497 - -	$ 1,350,034 196,918 - - - -	$ 858,940 - - - - -					$ 337,197 - - - - 523,293
- 18 - - - -	- 1,906 - - - -	- 8,493 25,308 70,957 135,603 2,303	- - - - - -	- - - - - -				475,806 - - - - -	523,293 - - - - 1,317	- - - - - -
4,761,361 - - - - -	1,906 - - - - -	1,723,376 - - 5,784 - -	1,546,952 227,248 - - - -	858,940 - - - - -					861,807 - - - - 1,243,636
- 269,764 - - - -			- - - - - -	- - - - - -					1,243,636 - - - - -	- - - - - -
$ 5,031,125	$ -	$ 2,970,660	$ 1,774,200	$ 858,940	$ 3,130,750	$ 5,763,890	$ ( 205,264 )	$ 2,310,707	$ 2,105,443	$ ( 116,880 )

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit Before Tax
Adjustments to reconcile profit (loss):
Depreciation
Amortization
Expected credit impairment losses (gains)
Net loss (gain) on financial assets or liabilities at FVTPL
Interest expenses
Interest income
Dividend income
Share of (profit) loss of associates and joint ventures accounted for using equity method
Loss (Gain) on disposal of property, plant and equipment
Loss (Gain) on disposal of investment
Impairment loss on non-financial assets
Other
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities
(Increase) Decrease in financial assets mandatorily classified as at fair value through
profit or loss
(Increase) Decrease in contract assets
(Increase) Decrease in notes receivable
(Increase) Decrease in notes receivable - related parties
(Increase) Decrease in accounts receivables
(Increase) Decrease in accounts receivable - related parties
(Increase) Decrease in other accounts receivables
(Increase) Decrease in other accounts receivable - related parties
(Increase) Decrease in inventory
(Increase) Decrease in prepayments
(Increase) Decrease in other current assets
Net cash provided by (used in) operating assets
(Decrease) Increase in contract liabilities
(Decrease) Increase in notes payable
(Decrease) Increase in notes payable - related parties
(Decrease) Increase in accounts payable
(Decrease) Increase in accounts payable - related parties
(Decrease) Increase in other accounts payables
(Decrease) Increase in other accounts payables - related parties
(Decrease) Increase in other current liabilities
(Decrease) Increase in net defined benefit liability
Net cash provided by (used in) operating liabilities
Net changes provide by (used in) operating assets and liabilities
Total Adjustments
Cash provided by (used in) operating activities
Cash received for interest
Cash received for dividend
Cash paid for interest
Cash received (paid) for Income tax

For the years ended December
~~31~~
2023
2022
$ 2,282,121
$ 2,942,032
1,551,142
1,352,694
135,738
95,303
75,793
29,224
(
12,423 )
43,598
66,007
61,477
(
45,141 )
(
26,054 )
(
5,364 )
(
8,450 )
(
747,566 )
(
844,362 )
6,934
7,648
(
1,283 )
-
-
10,845
8,414
(
4,759 )
1,032,251
717,164
(
60,256 )
3,987
(
317,088 )
(
159,574 )
(
64,580 )
31,533
362
(
83 )
266,994
(
735,848 )
105,476
514,363
-
71
27,224
(
707,362 )
( 2,276,050 )
(
905,967 )
851,448
( 1,184,325 )
31,929
60,286
( 1,434,541 )
( 3,082,919 )
1,437,514
1,106,988
(
107,646 )
100,456
(
44,827 )
44,827
( 1,094,305 )
1,522,606
79,873
17,962
(
32,802 )
234,035
1,029
6,658
2,016,132
(
4,091 )
(
18,899 )
25,142
2,236,069
3,054,583
801,528
(
28,336 )
1,833,779
688,828
4,115,900
3,630,860
43,923
17,296
189,679
55,926
(
34,952 )
(
17,624 )
(
382,217 )
(
222,204 )

3,932,333

3,464,254

Net cash provided by (used in) operating activities

(Continued)

(Continued)
CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortized cost Proceeds from financial assets at amortized cost Acquisition of investments accounted for using equity method Proceeds from investments accounted for using equity method Refund from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in guarantee deposits paid Acquisition of Intangible assets Acquisition of right-of-use assets Acquisition of investment property Increase in other non-current assets Other investment activities Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Decrease in long-term debts Repayment of long-term debts Decrease in guarantee deposit received Payment of lease liabilities Increase in other non-current liabilities Cash Dividends Paid Other financing activities Net cash provided by (used in) financing activities NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS, ENDING OF PERIOD	For theyears ended December 31, 2023 2022 ( 1,206,467 ) - - 1,276 ( 125,012 ) ( 521,483 ) 56,764 10 600,756 515,874 ( 1,666,962 ) ( 269,788 ) 2,712 4,247 29,832 1,806 ( 11,095 ) ( 12,512 ) ( 72,735 ) ( 32,294 ) ( 24 ) - ( 105,047 ) ( 217,349 ) 493,207 297,107 ( 2,004,071 ) ( 233,106 ) 121,878 - - ( 362,660 ) 70,000 - - ( 470,000 ) ( 170 ) ( 1,826 ) ( 1,225,646 ) ( 1,103,926 ) 39,775 7,601 ( 1,667,144 ) ( 1,333,176 ) 2,057 2,328 ( 2,659,250 ) ( 3,261,659 ) ( 730,988 ) ( 30,511 ) 1,684,523 1,715,034 $ 953,535 $ 1,684,523
	2023 ( 1,206,467 ) - ( 125,012 ) 56,764 600,756 ( 1,666,962 ) 2,712 29,832 ( 11,095 ) ( 72,735 ) ( 24 ) ( 105,047 ) 493,207 ( 2,004,071 ) 121,878 - 70,000 - ( 170 ) ( 1,225,646 ) 39,775 ( 1,667,144 ) 2,057 ( 2,659,250 ) ( 730,988 ) 1,684,523 $ 953,535

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost
Proceeds from financial assets at amortized cost
Acquisition of investments accounted for using equity method
Proceeds from investments accounted for using equity method
Refund from capital reduction of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in guarantee deposits paid
Acquisition of Intangible assets
Acquisition of right-of-use assets
Acquisition of investment property
Increase in other non-current assets
Other investment activities
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Decrease in short-term loans
Decrease in long-term debts
Repayment of long-term debts
Decrease in guarantee deposit received
Payment of lease liabilities
Increase in other non-current liabilities
Cash Dividends Paid
Other financing activities
Net cash provided by (used in) financing activities
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS, ENDING OF PERIOD

For theyears ended December 31,
2023
2022
( 1,206,467 )
-
-
1,276
(
125,012 )
(
521,483 )
56,764
10
600,756
515,874
( 1,666,962 )
(
269,788 )
2,712
4,247
29,832
1,806
(
11,095 )
(
12,512 )
(
72,735 )
(
32,294 )
(
24 )
-
(
105,047 )
(
217,349 )
493,207
297,107
( 2,004,071 )
(
233,106 )
121,878
-
-
(
362,660 )
70,000
-
-
(
470,000 )
(
170 )
(
1,826 )
( 1,225,646 )
( 1,103,926 )
39,775
7,601
( 1,667,144 )
( 1,333,176 )
2,057
2,328
( 2,659,250 )
( 3,261,659 )
(
730,988 )
(
30,511 )
1,684,523
1,715,034
$ 953,535
$ 1,684,523

2023
( 1,206,467 )
-
(
125,012 )
56,764
600,756
( 1,666,962 )
2,712
29,832
(
11,095 )
(
72,735 )
(
24 )
(
105,047 )
493,207
( 2,004,071 )
121,878
-
70,000
-
(
170 )
( 1,225,646 )
39,775
( 1,667,144 )
2,057
( 2,659,250 )
(
730,988 )
1,684,523
$ 953,535

(Concluded)

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors and the Stockholders

Chung-Hsin Electric and Machinery Manufacturing Corp.

Opinion

We have audited the consolidated financial statements of Chung-Hsin Electric and Machinery Manufacturing Corp. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The description of the key audit matters of the consolidated financial statements for the year ended December 31, 2023 are as follows:

Engineering Project Revenue Recognition

Key Audit Matters Statements

Refer to the Note 4(19) to the accounting policy of revenues recognition.

The Group business included electric power engineering construction and design. Contract revenue should be recognized by reference to the stage of completion of the performance obligation over time. Performance obligation should be recognized by reference to the stage of completion of the contract activity. The stage of completion of a contract is measured by the proportion of contract costs incurred for work performed to date to the estimated total costs for the contract which are based on significant accounting estimation and judgment of management. The engineering project revenue has significant influence on financial statements. Therefore, the recognition of engineering project revenues is considered as a key audit matter by decision of CPA.

Key Audit Procedures

By conducting the tests of controls, we obtained an understanding of the Group’s recognition of engineering project revenues and of the design and implementation of related controls. We also perform corresponding audit procedures as follows:

Review the amount and estimate cost of matter contracts to confirm the accuracy of the information in the profit or loss on engineering project.
Test the accuracy of the engineering project listing on percentage of completion calculation and confirm the accuracy of the information in the accounting system.
Acquire and check the statements about the matter changing of contract, which is assessed by the corporation.

Other Matter

We did not audit the consolidated financial statements of certain subsidiaries and investments accounted for under the equity method which were audited by other independent auditors. Our audit, insofar as it related to the amounts included for these subsidiaries, is based solely on the reports of the other auditors. The total assets of these subsidiaries were NT 2,933,991 thousand and NT 3,198,403 thousand, which represented 6.64% and 7.68% of the total consolidated assets as of December 31, 2023 and 2022, the net operating revenue from these subsidiaries in the amount of NT 1,913,944 thousand and NT 2,010,710 thousand, which represented 8.64% and 10.84% of the total consolidated net operating revenue for the years ended December 31, 2023 and 2022;

The investments accounted for under the equity method balance of NT 3,074,339 thousand and NT 1,795,093 thousand, which represented 6.96% and 4.31% of the total consolidated assets as of December 31, 2023 and 2022, the related shares of profit of associates and joint ventures accounted for using equity method in the amount of NT 80,103 thousand and NT 138,041 thousand, which represented 3.34% and 4.46% of the consolidated income before income tax for the years ended December 31, 2023 and 2022.

We have audited and expressed an unqualified opinion with other matter paragraph on the parent company only financial statements of Chung-Hsin Electric and Machinery Manufacturing Corp. for the years ended December 31, 2023 and 2022, respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the Audit Committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditors’ report is Lin, Chin Feng and Chang, Ya Chuan.

Crowe (TW) CPAs

Republic of China

March 11, 2024

Notice to Reader

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

For the convenience of readers, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of Chinaand. The English version didn’t review by auditor. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and consolidated financial statements shall prevail.

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

Assets	December 31, 2023	December 31, 2023	December 31, 2022	December 31, 2022
	Amount $ 2,203,461 257,272 1,320,805 3,395,907 107,221 - 1,846,107 88 25,711 165,644 1,698 6,516,427 2,269,246 1,150,340 193,754 19,453,681 277,123 52,070 3,293,109 14,445,905 4,265,918 508,466 318,979 498,814 1,056,496 24,716,880 $ 44,170,561 $ 534,749 - 5,510,924 2,080 - 2,699,791 6,232 1,166,935 1,293 1,301,505 1,550,262 517,793 2,143,563 15,435,127 1,997,952 7,499,947 327,565 345,103	%	Amount $ 2,743,814 345,296 90,443 3,149,893 86,199 681 2,198,596 127,390 696,953 126,748 1,800 4,561,945 2,050,727 1,982,235 176,704 18,339,424 176,190 54,711 2,009,420 14,330,543 4,619,029 514,691 300,186 373,196 934,815 23,312,781 $ 41,652,205 $ 415,836 2,234 3,799,420 109,865 681 3,771,400 3,129 1,193,712 651 898,309 1,231,435 2,179,448 20,444 13,626,564 1,997,206 8,693,180 326,203 348,104	%
Current assets Cash and cash equivalents (Note 6) Current financial assets at fair value through profit or loss (Note 6) Current financial assets carried at amortized cost (Notes 6 and 8) Current contract assets (Notes 6 and 7) Notes receivable, net (Note 6) Notes receivable - related parties, net (Notes 6 and 7) Net accounts receivable (Note 6) Accounts receivable - related parties, net (Notes 6 and 7) Other accounts receivables Other accounts receivables - related parties (Note 7) Current tax assets Inventories - manufacturing (Note 6) Inventory - construction (Note 6) Prepayments (Notes 6 and 7) Other current assets (Notes 6 and 8) Total current assets Non-current assets Non-current financial assets at fair value through profit or loss (Note 6) Non-current financial assets at fair value through other comprehensive income (Note 6) Investments accounted for using equity method (Note 6) Property, plant and equipment (Notes 6, 7 and 8) Right-of-use assets (Note 6) Investment property, net (Notes 6 and 8) Intangible assets (Note 6) Deferred tax assets (Note 6) Other non-current assets (Notes 6 and 8) Total non-current assets Total assets Liabilities and equity		5 1 3 8 - - 4 - - - - 15 5 2 -		7 1 - 8 - - 5 - 2 - - 11 5 5 - 44 - - 5 34 11 1 1 1 3
		43
		1 - 7 33 10 1 1 1 3
		57		56
		100		100 1 - 9 - - 9 - 3 - 2 3 5 - 32 5 22 1 1
		1 - 12 - - 6 - 3 - 3 4 1 5
Current liability Current borrowings (Notes 6 and 7) Current financial liabilities at fair value through profit or loss (Note 6) Current contract liabilities (Notes 6 and 7) Notes payable Notes payable - related parties (Note 7) Accounts payable Accounts payable - related parties (Note 7) Other payable (Note 6) Other payables - related parties (Note 7) Current tax liabilities Current lease liabilities (Note 6) Long-term liabilities, current portion (Note 6) Other current liabilities (Note 6) Total current liabilities Non-current liability Bonds payable (Note 6) Long-term loans (Note 6) Current tax liability - non-current Deferred tax liabilities (Note 6)
		35
		4 17 1 1

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

December 31, 2023	December 31, 2023	December 31, 2022
2,483,795 6 130,835 - 12,785,197 29 28,220,324 64 5,031,125 11 - - 2,970,660 7 1,774,200 4 858,940 2 3,130,750 7 5,763,890 13 2,105,443 5 ( 116,880 ) - 15,754,238 36 195,999 - 15,950,237 36 $ 44,170,561 100	6 -	3,117,082 7 178,252 - 14,660,027 36 28,286,591 68 4,761,361 11 1,906 - 1,723,376 4 1,546,952 4 858,940 2 3,466,469 8 5,872,361 14 861,807 2 ( 116,880 ) - 13,103,931 31 261,683 1 13,365,614 32 $ 41,652,205 100
	29
	64
	11 - 7 4 2 7
	36 -
	36
	100

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

In Thousands of New Taiwan Dollars, Except Earnings Per Share

OPERATING REVENUE (Notes 6 and 7) OPERATING COST (Notes 6 and 7) Gross profit Operating expenses (notes 6 and 7) Marketing expenses Administrative expenses Research and development expenses Expected credit impairment losses (gains) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income (notes 6 and 7) Other income (notes 6 and 7) Other gains and losses, net (Note 6) Financial cost (Notes 6 and 7) Share of profit (loss) of associates and joint ventures accounted for using equity method (Note 6) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX (Note 6) PROFIT OTHER COMPREHENSIVE INCOME (Note 6) Components of other comprehensive income that may not be reclassified to profit or loss Gains (losses) on remeasurements of defined benefit plans Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Share of other comprehensive income of associates and joint ventures accounted for using equity method Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation Total other comprehensive income Total comprehensive income Profit (loss), attributable to: Owners of parent Non-controlling interests COMPREHENSIVE INCOME attributable to`：` Owners of parent Non-controlling interests EARNINGS PER SHARE (Note 6) Basic earnings per share Diluted earnings per share	For	the Years Ended December 31	the Years Ended December 31
	2023		2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

Common Stock	Certificate of entitlement to new shares from convertible bond	Capital surplus		RETAI	NED EARNINGS			OTHER EQUITY	OTHER EQUITY	Treasury stock	Total Equity attributable to owners of Parent
			Legal reserve	Special reserve	Unappropriated earnings	Total Retained earnings	Exchange differences on translating foreign operations	Unrealized gain (loss) on Financial assets at fair value through other comprehensive incomes	Total Other equity
$ 4,761,343 - - - - -	$ - - - - - -	$ 1,477,215 - - 3,497 - -	$ 1,350,034 196,918 - - - -	$ 858,940 - - - - -					$ 337,197 - - - - 523,293
- 18 - - - - -	- 1,906 - - - - -	- 8,493 25,308 70,957 135,603 - 2,303	- - - - - - -	- - - - - - -				475,806 - - - - - -	523,293 - - - - - 1,317	- - - - - - -
4,761,361 - - - - -	1,906 - - - - -	1,723,376 - - 5,784 - -	1,546,952 227,248 - - - -	858,940 - - - - -					861,807 - - - - 1,243,636
- 269,764 - - - - -			- - - - - - -	- - - - - - -					1,243,636 - - - - - -	- - - - - - -	2,810,432 1,443,033 29,951 24,383 1,811 - 2,057

$ 5,031,125 $ - $ 2,970,660 $ 1,774,200 $ 858,940 $ 3,130,750 $ 5,763,890 $ ( 205,264 ) $ 2,310,707 $ 2,105,443 $ ( 116,880 ) $ 15,754,238 $ 195,999 $ 15,950,237

BALANCE, December 31, 2023

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit Before Tax
Adjustments to reconcile profit (loss):
Depreciation
Amortization
Expected credit impairment losses (gains)
Net loss (gain) on financial assets or
liabilities at fair value through profit or loss
Interest expenses
Interest income
Dividend income
Share of (profit) loss of associates and joint
ventures accounted for using equity method
Loss (Gain) on disposal of property, plant and equipment
Loss (Gain) on disposal of investment
Impairment loss on non-financial assets
Reversal of impairment loss on non-financial assets
Other
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities
(Increase) Decrease in financial assets
mandatorily classified as at fair value through profit or
(Increase) Decrease in contract assets
(Increase) Decrease in notes receivable
(Increase) Decrease in notes receivable - related parties
(Increase) Decrease in accounts receivables
(Increase) Decrease in accounts receivable - related
(Increase) Decrease in other accounts receivables
(Increase) Decrease in other accounts receivable - related
(Increase) Decrease in inventory
(Increase) Decrease in prepayments
(Increase) Decrease in other current assets
Net cash provided by (used in) operating assets
(Decrease) Increase in contract liabilities
(Decrease) Increase in notes payable
(Decrease) Increase in notes payable - related parties
(Decrease) Increase in accounts payable
(Decrease) Increase in accounts payable - related parties
(Decrease) Increase in other accounts payables
(Decrease) Increase in other accounts payables - related
(Decrease) Increase in provisions
(Decrease) Increase in other current liabilities
(Decrease) Increase in net defined benefit liability
Net cash provided by (used in) operating liabilities
Net changes provide by (used in) operating assets and
Total Adjustments
Cash provided by (used in) operating activities
Cash received for interest
Cash received for dividend
Cash paid for interest
Cash received (paid) for Income tax
Net cash provided by (used in) operating activities
(Continued)

For the Years Ended December 31
2023
2022
$ 2,396,862
$ 3,092,342
2,651,223
2,444,632
198,714
152,895
76,546
23,438
(
45,705 )
45,930
267,554
235,919
(
42,660 )
(
19,508 )
(
32,459 )
(
32,842 )
(
132,143 )
(
184,586 )
7,501
6,070
(
2,998 )
(
162,440 )
5,108
18,381
(
34,803 )
-
(
38,246 )
(
4,862 )
2,877,632
2,523,027
26,750
(
217,348 )
(
329,965 )
484,879
(
21,022 )
(
11,585 )
681
(
681 )
356,827
(
747,257 )
127,302
(
109,477 )
665,597
(
675,741 )
(
30,142 )
10,010
(
2,274,738 )
(
892,749 )
832,440
(
1,090,705 )
(
17,050 )
497,501
(
663,320 )
(
2,753,153 )
2,315,202
1,098,914
(
107,785 )
100,772
(
681 )
681
(
1,071,609 )
1,546,580
3,103
(
2,235 )
(
238 )
224,310
642
70
22,040
-
2,015,956
(
4,840 )
(
18,899 )
25,142
3,157,731
2,989,394
2,494,411
236,241
5,372,043
2,759,268
7,768,905
5,851,610
42,618
18,689
154,955
69,959
(
218,658 )
(
180,915 )
(
534,650 )
(
287,914 )
7,213,170
5,471,429
For the Years Ended December 31
2023
2022

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of financial assets at amortized cost Proceeds from repayments of financial assets at amortized cost Acquisition of investments accounted for using equity method Net cash flow from acquisition of subsidiaries Proceeds from disposal of subsidiaries Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in guarantee deposits paid Decrease in guarantee deposits paid Acquisition of Intangible assets Acquisition of investment properties Acquisition of right-of-use assets Increase in other non-current assets Other investment activities Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Decrease in short-term notes and bills payable Increase in long-term debt Repayments of long-term debt Decrease in guarantee deposit received Payment of lease liabilities Increase in other non-current liabilities Cash Dividends Paid Change in non-controlling interests Other financing activities Net cash provided by (used in) financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS, END OF (Concluded)	( 1,230,361 ) - - ( 1,896 ) 1,423 - ( 1,699,555 ) 5,331 - 97,880 ( 12,644 ) ( 24 ) ( 127,644 ) ( 317,434 ) - ( 3,284,924 ) 112,223 - - - ( 1,412,936 ) ( 107 ) ( 1,498,939 ) 42,043 ( 1,667,144 ) ( 41,050 ) 1,994 ( 4,463,916 ) ( 4,683 ) ( 540,353 ) 2,743,814 $ 2,203,461	- 119,936 ( 37,000 ) 3 16,423 217,515 ( 2,722,019 ) 14,576 ( 81,076 ) - ( 48,183 ) - ( 67,012 ) ( 511,193 ) 171 ( 3,097,859 ) - ( 282,241 ) ( 23,000 ) 1,189,800 - ( 1,865 ) ( 1,524,539 ) 7,380 ( 1,333,176 ) ( 9,108 ) 2,328 ( 1,974,421 ) 464 399,613 2,344,201 $ 2,743,814

Attachment 4. Comparison Table of Amendments to the 'Board of Directors Meeting Regulations'

==> picture [489 x 690] intentionally omitted <==

----- Start of picture text -----

Provision Original Provision After Amendment Description
Article 8 When a board meeting is held, the When a board meeting is held, the To be
Administrative Secretary Sector to Administrative Secretary Sector to amended in
the Board of Directors shall furnish the Board of Directors shall accordance
the attending directors with relevant furnish the attending directors with with the
materials for ready reference. relevant materials for ready regulation
As merited by the content of a reference.
proposal to be put forward at a As merited by the content of a
board meeting, personnel from a proposal to be put forward at a
relevant department or a subsidiary board meeting, personnel from a
may be notified to attend the relevant department or a
meeting as non-voting participants. subsidiary may be notified to
When necessary, certified public attend the meeting as non-voting
accountants, attorneys, or other participants. When necessary,
professionals retained by this certified public accountants,
Corporation may also be invited to attorneys, or other professionals
attend the meeting as non-voting retained by this Corporation may
participants and to make also be invited to attend the
explanatory statements, provided meeting as non-voting participants
that they shall leave the meeting and to make explanatory
when deliberation or voting takes statements, provided that they
place. shall leave the meeting when
The chair shall call the board deliberation or voting takes place.
meeting to order at the appointed The chair shall call the board
meeting time and when more than meeting to order at the appointed
one-half of all the directors are in meeting time and when more than
attendance. one-half of all the directors are in
If one-half of all the directors are attendance.
not in attendance at the appointed If one-half of all the directors are
meeting time, the chair may not in attendance at the appointed
announce postponement of the meeting time, the chair may
meeting time, provided that no announce postponement of the
more than two such postponements meeting time on the same day,
may be made. If the quorum is still provided that no more than two
not met after two postponements, such postponements may be made.
the chair shall reconvene the If the quorum is still not met after
meeting in accordance with the two postponements, the chair shall
procedures in Article 3, paragraph reconvene the meeting in
2. accordance with the procedures in
The number of "all directors," as Article 3, paragraph 2.
used in the preceding paragraph, The number of "all directors," as
shall be counted as the number of used in the preceding paragraph and
directors then actually in office. the provisions of paragraph 2 of
Article 16, shall be counted as the
number of directors then actually in
office.
Article 11 A board meeting shall follow the A board meeting shall follow the To be
agenda given in the meeting notice. agenda given in the meeting amended in
However, the agenda may be notice. However, the agenda may accordance
changed with the approval of a be changed with the approval of a with the
----- End of picture text -----

	majority of directors in attendance at the board meeting. The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting. At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 8, paragraph 4 shall apply mutatis mutandis.	majority of directors in attendance at the board meeting. The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting. At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 8, paragraph 4 shall apply mutatis mutandis. If the chairman of the board of directors is unable to preside over the meeting for some reason or fails	regulation
		to declare the adjournment of the meeting in accordance with the provisions of Paragraph 2, the provisions of Paragraph 1 of Article
		7 shall apply mutatis mutandis to the selection and appointment of his
		agent.
Article 18	These Rules of Procedure including amendments to the Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. This Procedure for Meetings of Board of Directors was established on March 15 2005, and the 9th amendment as such is on Nov 09, 2022.	These Rules of Procedure including amendments to the Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. This Procedure for Meetings of Board of Directors was established on March 15 2005, and the 9th amendment as such is on Nov 09, 2022.The 10thAmendment is on March 11, 2024.	Date of Revision to be Added

Attachment 5. Comparison Table of Amendments to the 'Articles Of Association'

Attachment 5. Comparison Table of Amendments to the'Articles Of Association'	Attachment 5. Comparison Table of Amendments to the'Articles Of Association'	Attachment 5. Comparison Table of Amendments to the'Articles Of Association'	Attachment 5. Comparison Table of Amendments to the'Articles Of Association'

Provision	Original Provision	After Amendment	Description
Article 27-1	Remuneration for Directors of the board shall be within the average standard in the same industry.	The remuneration of the Company's directors will be assessed by the Remuneration Committee on their participation in the Company's operations and their contributions, and the board of directors will be authorized to decide based on the assessment from the Remuneration committee and the standard level of remuneration in the same industry. The Company may set different remuneration for independent directors from general directors.
Article 37	These Articles of Incorporation are agreed to and signed on, …. the sixty-second Amendment on June 22, 2020, the sixty-third Amendment on July 30, 2021.	These Articles of Incorporation are agreed to and signed on, …. the sixty- second Amendment on June 22, 2020, the sixty-third Amendment on July 30, 2021, the sixty-four Amendment on May 27, 2024.	The 64th revision and the date are added.

VII. Appendix

Appendix A. Board of Directors Meeting Regulations (Before Amendment)

Chung Hsin Electric & Machinery Mfg. Corp. Ltd. Board of Directors Meeting Regulations

(Approved by the shareholders' meeting on May 24, 2023)
Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's board of directors and to strengthen management capabilities, these Rules are adopted pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
Article 2 With respect to the board of directors’ meetings ("board meetings") of this Corporation, the main agenda items, working procedures, required content of meeting minutes, public announcements, and other compliance requirements shall be handled in accordance with the provisions of these Rules.
Article 3 The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director and supervisor before 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice.

The notice to be given under the preceding paragraph may be affected by means of electronic transmission with the prior consent of the recipients.

All matters set forth under Article 12, paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motion.

Article 4 The designated unit responsible for the board meetings of this Corporation shall be Administrative Secretary Sector to the Board of Directors.

The unit responsible for board meetings shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of the meeting.

A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation by the unit responsible for board meetings. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors.

Article 5 When a board meeting is held, an attendance book shall be provided for signing-in by attending directors, which shall be made available for future reference. Directors shall attend board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in his or her place in accordance with this Corporation's articles of incorporation. Attendance by videoconference will be deemed attendance in person. A director who appoints another director to attend a board meeting shall in each instance issue a proxy form stating the scope of authorization with respect to the reasons for convening the meeting.

The proxy referred to in paragraph 2 may be the appointed proxy of only one person.

Article 6 A board meeting shall be held at the premises and during the business hours of this Corporation, or at a place and time convenient for all directors to attend and suitable for holding board meetings.
Article 7 Board meetings shall be convened and chaired by the chairperson of the board. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.

When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the chairperson shall appoint one of the managing directors to act, or, if there are no managing directors, one of the directors shall be appointed to act as chair. If no such designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chair.

In accordance with Article 203, Paragraph 4 or Article 203, Paragraph 3, where the board of directors shall be convened by more than half of the directors, one of the directors shall be elected as chairperson of the board meeting.

Article 8 When a board meeting is held, the Administrative Secretary Sector to the Board of Directors shall furnish the attending directors with relevant materials for ready reference.

As merited by the content of a proposal to be put forward at a board meeting, personnel from a relevant department or a subsidiary may be notified to attend the meeting as non-voting participants. When necessary, certified public accountants, attorneys, or other professionals retained by this Corporation may also be invited to attend the meeting as non-voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance.

If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Article 3, paragraph 2.

The number of "all directors," as used in the preceding paragraph, shall be counted as the number of directors then actually in office.

Article 9 Proceedings of a board meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for a minimum of 5 years. The record may be retained in electronic form.

If any litigation arises with respect to a resolution of a board meeting before the end of the retention period of the preceding paragraph, the relevant audio or video record shall be retained until the conclusion of the litigation.

Where a board meeting is held by videoconference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be retained for the duration of the existence of this Corporation.

Article 10 Agenda items for regular board meetings of this Corporation shall include at least the following:
a. Matters to be reported:
1. Minutes of the last meeting and action taken.
2. Important financial and business matters.
3. Internal audit activities.
4. Other important matters to be reported.
b. Matters for discussion:
1. Items for continued discussion from the last meeting.
2. Items for discussion at this meeting.
c. Extraordinary motions.
Article 11 A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting.

The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting.

At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 8, paragraph 3 shall apply mutatis mutandis.

Article 12 The company shall submit the following items for discussion by the board of directors:

Corporate business plan.
Annual and the Second Quarter financial reports, which needs be audited and attested by a certified public accountant (CPA).
Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act ("the Act"), and an assessment of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of equity-type securities.

In the case of no managing director of the Company, the election for appointment or discharge of the chairperson shall be submitted to the board for discussion.
The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 8 of the preceding paragraph, means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPAattested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph, means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

For foreign companies whose stock has no par value or a par value other than NTD10, the "5 percent of paid-in capital" in paragraph 2 above shall be calculated instead as 2.5 percent of shareholder equity.

If a company has an independent director or directors, at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Article 13 When the chair at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.

When a proposal comes to a vote at a board meeting, if no attending director voices an objection following an inquiry by the chair, the proposal will be deemed approved. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote.

One voting method for proposals at a board meeting shall be selected by the chair from among those below, provided that when an attending director has an objection, the chair shall seek the opinion of the majority to make a decision:

A show of hands or a vote by voting machine.
A roll call vote.
A vote by ballot.
A vote by a method selected at this Corporation's discretion.

"Attending directors," as used in the preceding two paragraphs, does not include directors that may not exercise voting rights pursuant to Article 15, paragraph 1.

Article 14 Except where otherwise provided by the Securities and Exchange Act and the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors.

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

If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, providing that all monitoring personnel shall be directors.

Voting results shall be made known on-site immediately and recorded in writing.

Article 15 A director’s spouse, relatives within two degrees of relationship, or other biological relatives, or a company that has a controlling affiliation with the director, who has an interest in the matters of the meeting, shall be deemed as the director has his own interest in the matter.

Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, paragraph 4 of the same Act.

Article 16 Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:

The meeting session (or year) and the time and place of the meeting.
The name of the chair.
The directors' attendance at the meeting, including the names and the number of directors in attendance, excused, and absent.
The names and titles of those attending the meeting as non-voting participants.
The name of the minute taker.
The matters reported at the meeting.

Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.
Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, supervisor, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.
Other matters required to be recorded. The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of this Corporation.

The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of this Corporation.

The meeting minutes of paragraph 1 may produce and distributed in electronic form.

Article 17 Except for the first item of Article 12, which shall be mentioned by the board of directors of the company, the board of directors shall, in accordance with the law or the articles of association of the company, authorize the implementation of the hierarchy, content and other matters including:

The acquisition and disposal of non-business fixed assets, the amount of which is less than NT$ 50 million
Acquiring or disposing of securities that have been traded in the centralized trading market or the securities firm's business premises, the amount of which is NT$250 million or under.
Acquiring or disposing of securities that are not traded in the centralized trading market or the securities firm's business premises, and the single amount is NT$50 million or under.
Obtaining or disposing of the membership card, the amount of which is NT$5 million or under
Obtaining or disposing of intangible assets, the amount of which is NT$50 million or under.
Derivative financial commodity transactions within a net accumulation position of $40 million for safe-haven trading.

The total amount of the transaction contract for financial transactions is limited to US$ 5 million.
Article 18 These Rules of Procedure including amendments to the Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. This Procedure for Meetings of Board of Directors was established on March 15 2005, and the 9th amendment as such is on Nov 09, 2022.

Appendix B. Shareholders' Meeting Regulations

Chung Hsin Electric & Machinery Mfg. Corp. Ltd.

Shareholders’ Meeting Rules

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 (Convening shareholders meetings and shareholders meeting notices) This Corporation's shareholders meetings shall be convened by the board of directors, unless otherwise provided by law or regulation.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of 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. 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 designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholder’s 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, capital reduction, application for suspension of public issuance, directors’ competition license, surplus capital increase, public reserve capital increase, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting and shall provide appropriate explanation. None of the above matters may be raised by an extraordinary motion.

Shareholders who hold more than one percent of the total number of shares in issue may submit a proposal to the company's ordinary shareholders meeting. The proposal is limited to one item. Any proposal with more than one proposal shall not be included in the proposal. In addition, the shareholder’s proposal is subject to one of the conditions in Article 172-1, Item 4 of the Company Law, and the board of directors may not be included as a proposal. Shareholders may submit proposed proposals to urge the company to promote the public interests or fulfill its social responsibilities. The procedures shall be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Law. Any proposal with more than one item shall not be

included in the proposal.

Article 3 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.

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 5 days before the date of the shareholders meeting. If duplicate proxy forms are delivered, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.

Article 4 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.
Article 5 This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

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.

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

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.

Article 6 If the Meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding over the meeting, and majority of the Board of Directors ought to attend the Meeting in person, among which at least one member of each functional committee attends the Meeting as representative. Attendance status should be recorded in the meeting minutes.

If a shareholder’s 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 shareholder’s meeting in a non-voting capacity.

Article 7 This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting.The recorded materials of the preceding paragraph 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 8 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 9 The chair shall call the meeting to order at the appointed meeting time. Relevant information such as the number of non-voting rights and the number of shares present shall be announced. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 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 quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10 If a shareholder’s meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. 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 of the preceding two paragraphs (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.

If the chairperson violates these rules of procedure, the meeting shall not be continued after electing one of the attendees to be the meeting chairperson after the meeting is adjourned, shareholders may not separately elect a chair and resume the meeting at the original or another venue.

Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

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 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 shareholder’s meeting, only one of the representatives so appointed may speak on the same proposal.

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

Article 12 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 and call for a vote.

Article 13 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 3 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 14 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.

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. The Company shall arrange for shareholders to vote by poll on the proposals included in the Shareholders Meeting agenda one by one and enter the voting results, namely the numbers of votes cast "For", "Against”, and "Abstentions," for each proposal, after the shareholders’ Meeting on the same day that it is held, into the Market Observation Post System.

The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after inquiry by the chairman.

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.

Article 15 Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 16 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 and not 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 sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 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.

Article 17 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.

This Corporation 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 results, and shall be retained for the duration of the existence of this Corporation.

Article 18 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 proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information

under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 19 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 20 (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 5 days in accordance with Article 182 of the Company Act.

Article 21 These Rules and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Appendix C. Articles of Association (Before Amendment)

Chung Hsin Electric & Machinery Mfg. Corp. Ltd.

Articles of Association

(Approved by the shareholders' meeting on July 30, 2021)

General Provisions

Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China.

Article 2 Its name shall be Chung Hsin Electric and Machinery Manufacturing Corporation Limited.
Article 3 The scope of business of the Corporation shall be as follows:
Synthetic Resin & Plastic Manufacturing
Strengthened Plastic Manufacturing
Glass and glass made products Manufacturing
Iron and Steel Rolling, Drawing, and Extruding
Metal Containers Manufacturing
Metal Surface Treating
Machinery and Equipment Manufacturing
Pollution Controlling Equipment Manufacturing
Frozen and Air-conditioning Equipment Manufacturing
Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
Electric Wires and Cables Manufacturing
Electric Appliance and Audiovisual Electric Products Manufacturing
Wired Communication Equipment and Apparatus Manufacturing
Telecommunication Equipment and Apparatus Manufacturing
Electronic Parts and Components Manufacturing
Batteries Manufacturing
Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
Computers and Computing Peripheral Equipment Manufacturing
Ship and Parts Manufacturing
Tramway Cars Manufacturing
Automobiles and Parts Manufacturing
Aircraft and Parts Manufacturing
Precision Instruments Manufacturing
Metrological Instruments Manufacturing
Steam and Electricity Paragenesis
Heat Energy Supplying
Soil Pollution Restricting Engineering
Water Pipe Construction
Fuel Pipe Construction
Pipe Lines Construction
Electric Appliance Construction
Electric Appliance Installation
Frozen and Air-conditioning Engineering
Cables Construction
Elevator Construction

Fire Fighting Equipment Construction
Cybernation Equipment Construction 38. Traffic Signals Construction
Illumination Equipment Construction
Machinery Installation Construction
Computing Equipment Installation Construction
Telecommunications Construction
Channel KU and C of Satellite TV Equipment and Materials Construction
Restrained Telecom Radio Frequency Equipment and Materials Construction
Building Maintenance and Upholstery
Glass Construction
Kitchen and Bath Facilities Construction
Painting Construction
Eroding and Rusting Construction
Apparatus Installation Construction
Traffic Labels Construction
Warming and Cooling Maintenance Construction
Wholesale of Industrial Catalyst
Wholesale of Petrochemical Fuel Products
Wholesale of Machinery
Wholesale of Household Appliance
Wholesale of Precision Instruments
Wholesale of Computing and Office Equipment
Wholesale of Metrological Instruments
Wholesale of Telecom Instruments
Wholesale of Traffic Signal Equipment and Materials
Wholesale of Pollution Controlling Equipment
Wholesale of Batteries
Wholesale of Motor Vehicle Parts and Supplies
Wholesale of Ship Machinery and Parts
Wholesale of Aircraft and Parts
Wholesale of Tramway Cars and Parts
Wholesale of Photographic Equipment
Wholesale of Fire Fighting Equipment
Wholesale of Computer Software
Wholesale of Electronic Materials
Retail Sale of Paints, Varnishes and Lacquers
Retail Sale of Household Appliance
Retail sale of Computing and Business Machinery Equipment
Retail Sale of Precision Instruments
Retail Sale of Metrological Instruments
Retail Sale of Telecom Instruments
Retail Sale of Machinery and Equipment
Retail Sale of Traffic Signal Equipment and Materials
Retail Sale of Pollution Controlling Equipment
Retail Sale of Batteries
Retail Sale of Motor Vehicle Parts and Supplies
Retail Sale of Ship Machinery and Parts
Retail Sale of Aircraft and Parts
Retail Sale of Tramway Cars and Parts
Retail Sale of Photographic Equipment
Retail Sale of Fire Fighting Equipment

Retail Sale of Computer Software
International Trade
Restrained Telecom Radio Frequency Equipment and Materials Import
Residence and Buildings Lease Construction and Development
Parking Garage Business
Specialized Field Construction and Development
Public Works Construction and Investment
New County and Community Construction and Investment
Real Estate Rental and Leasing
Software Design Services
Data Processing Services
Digital Information Supply Services
General Advertising Services
Fire Fighting Equipment Overhauling
Electricity Equipment Checking and Maintenance
Energy Technical Services
Waste Removing
Waste Disposing
Sanitary and Pollution Controlling Services
Wastewater (Sewage) Treatment 108. Electric Appliance and Audiovisual Electric Products Repair Shops 109. Metrological Instruments Repairing
Non-Public use power generating 111. All businesses except those banned or restricted by laws and other business subject to special permission.
Article 3 The Corporation may provide endorsement and guarantee and act as a guarantor.
Article 4 The Corporation shall have its head office in New Taipei City, Taiwan, Republic of China, and shall be free, upon approval of government authorities in charge, to set up representative and branch offices, establishments, shops, factories, and warehouses at various locations both domestically and abroad.
Article 5 The Corporation, in the event of being a shareholder with limited liability of another company, its total investment amount shall not be subject to the restriction of Article 13 of Taiwan Company Act of not more than 40% of the Corporation’s paid-in capital.

2.

Article 6 The total capital of the Corporation shall be in the amount of $7,500,000,000 New Taiwan Dollars (NTD), divided into 750,000,000 shares at $10 NTD par value, and unissued stocks are to be authorized for issuance in installments when deemed necessary by the Board of Directors’ meeting; among which $1,000,000,000 NTD can be issued in the form of preferred stocks.

Article 6-1 Deleted

Article 7 Deleted
Article 8 Deleted
Article 9 The stocks issued by the Corporation shall be name-bearing stocks, and shall be

duly signed and sealed by a minimum of three directors, and issued upon approval of authorities in charge and issuing institution. The Corporation may issue shares without printing share certificate(s).

Article 10 Registration for transfer of shares shall be suspended sixty days prior to the regular shareholders' meetings, or within thirty days prior to extraordinary shareholders' meeting, or within five days prior to the day on which dividend, bonus or any other benefits is scheduled to be paid by the Corporation.
Article 11 The Corporation shall process its stock affairs in accordance with the “Guidelines for Handling of Stock Affairs by Public Companies” issued by the authorities in charge.
Shareholders’ Meeting
Article 12 The two types of shareholders' meetings hereof refer to the annual (regular) meeting of shareholders and special (extraordinary) meeting of shareholders. The former is called once per annum within six months from the close of each fiscal year and the latter may be duly called whenever necessary.
Article 13 The shareholders shall be informed of the meeting date, place and subject matters 30 days or more prior to the shareholders' meeting; while the meeting date, place and proposed matters shall be 15 days before calling of an extraordinary session.
Article 14 Unless otherwise provided for in the Company Act, the shareholders' meeting shall be convened only if a majority of the shareholders or a representation of the majority of the total issued and outstanding capital stock is in attendance; whereas the resolutions shall be adopted by a majority vote in the meeting attended by shareholders representing a majority of the total issued and outstanding capital stock.

According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholders' meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.

Article 15 If a shareholder is unable to attend a shareholders' meeting, he/she may appoint a proxy using the power of attorney provided by the Corporation, specifying scope of the authorization. In addition to provisions stated in Article 177 of the Company Act, the proxy shall be handled in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies".
Article 16 Each share held by a shareholder hereof is entitled to one vote except otherwise set forth in Article 179 of the Company Act and Board of Directors whose possession of stock pledge exceeds more than half of the Corporation’s total outstanding shares during their term in office.
Article 17 Election of the Directors of the Corporation shall adopt name-bearing cumulative voting. Each share shall have the same number of ballots as the number of Directors to be elected, and the number of ballots can be casted to one individual Director or several different Directors. The election results are determined by the candidates who win the most votes.

Election of Board of Directors shall adopt the Article 192-1 of Company Act to nominate the candidates. Regulations based on Company Act and Securities Exchange Act shall be followed. Independent Directors and non-independent directors shall be elected at the same time and the election results shall be determined separately.

Article 18 The shareholders' meeting is convened by the Board of Directors’ meeting and presided by the Chairman. When the chairman is absent, the Vice Chairman shall act as his/her proxy. In the event where both of them are absent and the Chairman fails to appoint a proxy, one Director shall be elected among the Directors as the Chairman. Should the meeting be convened by a non Director, the individual shall be the Chairman; whereas when two or more are involved in calling for the meeting, they shall elect one person among them to be the Chairman.

Article 19 Resolutions adopted at the shareholders’ meeting shall be recorded in the minutes, signed or sealed by the Chairman of the shareholders, and distributed to the shareholders within 20 days immediately following the conclusion of the meeting.

The Corporation may distribute the aforementioned minutes via public announcements.

Directors and the Audit Committee
Article 20 The Corporation shall establish 7 to 13 members of Directors for a term of 3 years among the shareholders with legal capacity, and they shall be eligible for re-election. . The number of board of directors shall be agreed by the meeting of board of directors, and the number shall include the independent board of directors for at least 3 individuals. Should their terms of office expire before the re-election, their capacity shall be extended until the re-election of Directors takes office. When 1/3 of the total number of Director seats is not filled, the Board shall convene an extraordinary shareholders' meeting within 60 days to fill the seats. The total share ownership ratio of all Directors shall be dealt with in accordance with Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies."

Article 20-1 Deleted

Article 20-2 The Company shall establish the audit committee, in compliance of the Securities Exchange Act, Article 14-, and such audit committee shall be composed of the entire number of independent directors. Regulations governing exercise by the audit committee and its independent director members of the powers and matters related, shall be prescribed by the Competent Authority according to the Regulations and Acts.
Article 21 Board of Directors shall elect a Chairman among themselves; act in accordance with relevant laws and regulations, resolutions adopted by the shareholders’’ meeting and Board of Director’s meeting, oversee all internal operations and serve as representative of the Corporation. The Board may, depending on the actual needs of the Corporation, elect 1 Vice-Chairmen among the Directors, and the term of office hereof shall be the same as the term of office of the incumbent Board members.

Article 22 The Board of Directors’ meeting shall be convened on a quarterly basis at minimum and chaired by the Chairman. In the Chairman’s absence, the Vice Chairman shall act as the Chairman’s proxy. Should the Vice-Chairman have not been appointed or not be available for the meeting, while the Chairman also fails to appoint his/her proxy, the Board shall elect among the members as their Chairman. The Board of Directors shall attend the meeting in person. Should any member of the Board delegate another Director to attend the meeting on his/her behalf, he/she shall thereby issue a power of attorney. Each Director is subject to one designation of another Director per Board meeting.

Notification of the Board of Director’s meeting shall be delivered via means such as fax or email.

Article 23 Capacity and function of the Board of Directors are as follows:

Convening the shareholders’ meeting and implementing the resolutions thereof.
Ratifying and approving business plans and reviewing the results thereof.
Ratifying and approving various provisions, guidelines and contracts of significance.
Ratifying and approving budget and operations reports.
Ratifying and approving the appropriation of Net Profits.
Proposing and approving the increase or decrease of capital.
Ratifying and approving the increase, decrease, or change of branch offices.
Reviewing and approving the appointment/discharge of the President and VicePresident(s).
Proposing and approving the revision of the Company’s provisions and procedures.
Proposing and approving the issuance of corporate bond.
Dealing with the collateralization against the sale and purchase related to fixed assets.
Supervising internal auditing operation of the Corporation.
Article 24 The Board of Directors shall establish an internal audit unit, which performs the following duties:
Proposing, amending, and implementing matters related to regulations and provisions of the corporate-wide audit system.
Auditing of matters related to payroll, procurement, production, sales, finance and accounting of the Corporation.
Supervising and evaluating the performance results produced by the Company’s business and finance audit unit.
Reviewing projects of each business unit and inspecting units-in-charge, CPA audit,

and managing and following up on misconduct or operational flaws discovered by the Audit Committee.

Supervising the transition of the higher level managers of the Corporation.
Auditing matters relevant to the tasks instructed by the Board of Directors or the President.

Article 25 Deleted

Article 26 Deleted

Article 27 Deleted

Article 27-1 Remuneration for Directors of the board shall be within the average standard in the same industry.
Article 27-2 The company shall take out liability insurance for the directors with respect to liabilities resulting from the performance of duties during their terms of office.
Management and Staff
Article 28 The Corporation shall establish 1 President, reporting directly to the Chairman, presiding over all business operations of the Corporation, and may establish 1 to 5 of Vice Presidents to assist the President. Appointment, dismissal and remuneration of the management herein shall adopt provisions in accordance with Article 29 of the Company Act.
Article 29 The President and Vice Presidents, unless otherwise regulated, shall depend on the needs, establish hierarchies and units under them. The candidates for the top tier management staff shall be submitted by the President to the Chairman, and their appointment and discharge shall be dealt with in accordance with law.
Article 30 The President and management staff reported to the President of the Corporation shall not, for himself/herself or other parties, participate in any business operations similar to the Company’s.
Article 31 The Company's fiscal year shall start from the 1[st] of January and end on the 31[st] of December, and the year-end closing is thus conducted at the end of the year, as well as settled once a year at the end of June.
Article 32 At the close of each fiscal year, the Board of Directors shall prepare the following statements and records, and subsequently submit them to the regular shareholders' meeting for ratification.
1. Business report.
2. Financial statements.
3. Proposal concerning appropriation of net profits or covering of losses.
Article 33 The Company shall compensate more than 1% of the current year distributable as employees’ compensation and less than 3% to the board of directors. However, the company’s accumulated losses shall have been covered before distributing

the profit according to the amount of the balance after the deduction from accumulated losses.

Article 33-1 Any earnings after the Company’s fiscal year final settlement shall be allotted to each item in the following order:
1. Payment of taxes and dues.
2. Completing the deficit and losses.
3. Set aside 10% for statutory surplus reserve, unless the statutory surplus reserve has reached the total capital.
4. Set aside or rotate special reserves.
5. Any further remaining amount shall be added to the unallocated surplus from the prior year as shareholder dividend and bonus. The Board of Directors shall draft a proposal to distribute the surplus, which shall be approved at a shareholders’ meeting.
Article 33-2 The resolution for appropriating net profits adopted by the shareholders’ meeting of the Corporation shall be congenial to the overall business environment and industrial growth policies, in the context of long-term financial planning, in pursuit of a stable and sustainable growth. The dividend policy shall fully reflect the operating performance and need for diversification. If net profits are available for appropriation upon year-end closing, the Corporate shall, each year, issue cash dividend based on 50% ~ 80% of the earnings available for distribution.
Supplementary Provisions
Article 34 The Company's organizational code and handling procedures are set forth specifically and separately.
Article 35 Amendments to the Articles of Incorporation shall be adopted with an attendance of shareholders representing two-thirds or more of the Company’s total number of shares issued, and consent of the majority of the shareholders participating in the meeting; or shareholders representing the majority of the Company’s total number of shares issued, and consent of two-thirds of the shareholders participating in the meeting.
Article 36 Matters not specified herein shall be subject to provisions in the Company Act and other relevant laws and regulations.
Article 37 These Articles of Incorporation are agreed to and signed on These Articles of Incorporation are agreed to and signed on April 28, 1962, and the first Amendment was approved on July 23, 1963, the second Amendment on May 7, 1964, the third Amendment on May 1, 1965, the fourth Amendment on July 18, 1967, the fifth Amendment on February 27, 1969, the sixth Amendment on May 1, 1969, the seventh Amendment on November 21, 1970, the eighth Amendment on March 2, 1971, the ninth Amendment on May 12, 1973, the tenth Amendment

on April 3, 1976, the eleventh Amendment on May 5, 1979, the twelfth Amendment on May 17, 1980, the thirteenth Amendment on August 2, 1980, the fourteenth Amendment on October 4, 1980, the fifteenth Amendment on November 20, 1980, the sixteenth Amendment on June 13, 1981, the seventeenth Amendment on September 16, 1981, the eighteenth Amendment on December 12, 1981, the nineteenth Amendment on July 17, 1982, the twentieth Amendment on October 23, 1982, the twenty-first Amendment on December 18, 1982, the twenty-second Amendment on November 5, 1983, the twenty-third Amendment on June 8, 1984, the twenty-fourth Amendment on March 2, 1985, the twentyfifth Amendment on May 5, 1986, the twenty-sixth Amendment on October 8, 1985, the twenty-seventh Amendment on January 7, 1986, the twenty-eighth Amendment on March 28, 1986, the twenty-ninth Amendment on May 29, 1986, the thirtieth Amendment on June 11, 1987, the thirty-first Amendment on June 3, 1988, the thirty-second Amendment on July 4, 1988, the thirty-third Amendment on June 12, 1989, the thirty-fourth Amendment on December 5, 1989, the thirtyfifth Amendment on December 12, 1990, the thirty-sixth Amendment on May 31, 1990, the thirty-seventh Amendment on October 24, 1990, the thirty-eighth Amendment on April 20, 1991, the thirty-ninth Amendment on June 13, 1990, the fortieth Amendment on June 12, 1992, the forty-first Amendment on June 11, 1993, the forty-second Amendment on May 27, 1994, the forty-third Amendment on June 15, 1995, the forty-fourth Amendment on June 6, 1996, the forty-fifth Amendment on June 12, 1997, the forty-sixth Amendment on June 12, 1997, the forty-seventh Amendment on June 2, 1998, the forty-eighth Amendment on May 18, 1999, the forty-ninth Amendment on November 11, 1999, the fiftieth Amendment on June 20, 2000, the fifty-first Amendment on June 27, 2001, the fifty-second Amendment on June 14, 2002, the fifty-third Amendment on May 20, 2004, the fifty-fourth Amendment on June 10, 2005, the fifty-fifth Amendment on June 9, 2006, the fifty-sixth Amendment on June 8, 2007, the fifty-seventh Amendment on June 18, 2010, the fifty-eighth Amendment on June 22, 2012, the fifty-ninth Amendment on June 25, 2016. The sixtieth Amendment on June 28, 2017, the sixty-second Amendment on June 22, 2020, the sixty-third Amendment on July 30, 2021

Chairman: CHIANG, YI-FU

Appendix D. Directors' Shareholding Status

Chung Hsin Electric & Machinery Mfg. Corp. Ltd.

Directors' Shareholding Status

The company's paid-in capital amounts to NT$5,031,125,150 and the total number of issued shares is 503,112,515.
According to Article 26 of the Securities Exchange Act, the minimum number of shares that all directors of the company are legally required to hold is 16,099,600 shares
As of the record date for the regular shareholder meeting, the shareholding status of the directors, as shown in the table below, meets the percentage requirements stipulated in Article 26 of the Securities Exchange Act.

==> picture [447 x 286] intentionally omitted <==

----- Start of picture text -----

Name Shareholding
Title
Jiang, Fu-Nien, Jih, Jih-Hsing Tech Co.
Chairperson 6,266,514
Representative
Lin, Hong-Ren, Reinnova Entech
Director 44,688,546
Engineering Corp. Representative
Zhang, Wei-Quan, Jih, Jih-Hsing Tech
Director 6,266,514
Co. Representative
Shen, Song-Qin, Jih, Jih-Hsing Tech Co.
Director 6,266,514
Representative
Lin, Qing-Zhong, Jih, Jih-Hsing Tech Co.
Director 6,266,514
Representative
Weng, Ming-Hsien, CHC International
Director 2,256,730
Investment Corp. Representative
Independent
Chen, Qiong-Zan 0
Director
Independent
Bai, Sheng-San 0
Director
Independent
Chen, Hong-Ji 0
Director
Total Shares Held by Directors 53,211,790
----- End of picture text -----

AI assistant

CHEM — AGM Information 2024

51839_rns_2024-05-29_0e4217f4-f714-410a-8619-9faf7dc33e4b.pdf

Chung Hsin Electric & Machinery Mfg. Corp. Ltd.

2024 Annual Shareholders’ Meeting

Agenda Handbook

Table of Content

I. Meeting Agenda

II. Report Items

III. Proposals

IV. Discussion Items

V. Ad-Hoc Motion

VI. Attachment

1. Business Overview

Honors and Recognition

1. Key Business Initiatives

Comprehensive Launch of the Resilient Grid Plan to Boost Revenue and Profit

iCharging Creating a Nationwide Charging Ecosystem for Mobile Needs

2. Future Development Strategy

3. External Competition, Regulatory Environment, and Overall Business Context

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Engineering Project Revenue Recognition

Key Audit Matters Statements

Key Audit procedures

Other Matter

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Reader

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Engineering Project Revenue Recognition

Key Audit Matters Statements

Key Audit Procedures

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Reader

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF BALANCE SHEETS DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF BALANCE SHEETS DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

CHUNG-HSIN ELECTRIC AND MACHINERY MANUFACTURING CORPS. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

VII. Appendix

Appendix B. Shareholders' Meeting Regulations

Chung Hsin Electric & Machinery Mfg. Corp. Ltd.

Shareholders’ Meeting Rules

Appendix C. Articles of Association (Before Amendment)

Articles of Association

2.

Shares

Article 20-1 Deleted

Appendix D. Directors' Shareholding Status

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CHEM AGM Information 2024