Common Stock Code: 1449

==> picture [120 x 121] intentionally omitted <==

CHIA HER INDUSTRIAL CO., LTD

2023 Regular Shareholders’ Meeting Agenda Handbook

Date/Time: June 27, 2023 at 9:00 A.M. Place: No.11, Gongye Rd., Guantian Dist., Tainan City 720, Taiwan

	Table of Contents
One.	Meeting Agenda ......................................................... 1
I.	Management Presentation (Company Reports) ........ 2
II.	Proposals for Ratification ........................................... 3
III.	Matters for Deliberation .............................................. 4
IV.	Election Matters ......................................................... 5
V.	Other Matters ............................................................. 5
VI	Extempore motion ...................................................... 6
VII	Adjournment ............................................................... 6
Two.	Attachments
I.	Business Report ......................................................... 7
II.	Audit Committee’s Review Report ........................... 36
III.	Profit Distribution Table ............................................ 37
IV.	The results of implementation of the sound business
	plan .......................................................................... 38
V.	The Comparison of Articles of Incorporation before
	and after amendments ............................................. 40
VI.	The roster of director (including independent director)
	candidates ................................................................ 46
VII.	Lifting the non-compete restriction on newly appointed
	directors and their representatives ........................... 50
VIII. 2023 Sound Business Plan ................................... 51
Three.	Bylaw
I.	Articles of Incorporation (Before Amendments) ....... 58
II.	Rules of Procedure for Shareholders’ Meetings ...... 66
III.	Rules for Election of Directors.................................. 76
Four.	Appendix
Shareholding of Directors ............................................. 78

Chia Her Industrial Co., Ltd. Agenda of 2023 Regular Shareholders’ Meeting

Type of Meeting: Physical shareholders’ meeting Date/Time: June 27, 2023 (Tuesday) at 9:00 A.M. Place: No.11, Gongye Rd., Guantian Dist., Tainan City 720, Taiwan

One. Call the Meeting to Order

Two. Chairman Remarks

Three. Management Presentation (Company Reports):

2022 Business Report
Audit Committee’s Review Report on the 2022 Final Accounting Books and Statements
Distribution of remuneration to directors and employees’ compensation for 2022
Report on the status of the Company’s capital reduction to make up for losses and the sound operation plan and the results of its implementation

Four. Proposals for Ratification:

Adoption of the 2022 Business Report and Financial Statements and Final Accounting Books and Statements
Adoption of the Proposal for 2022 Profit Distribution Table

Five. Matters for Deliberation:

Amendment to the Company’s Articles of Incorporation. Please proceed to discuss.
Proposal for a new share issue through capitalization of earnings. Please proceed to discuss.

Six. Election Matters:

Election of new directors upon expiration of the current term. Please proceed to hold the election.

Seven. Other Matters:

Lifting the non-compete restriction on newly-appointed Directors and their representatives. Please proceed to discuss.

Eight. Extempore motion

Nine. Adjournment

One. Call the Meeting to Order

Two. Chairman Remarks

Three. Management Presentation (Company Reports)

2022 Business Report

Explanation: Please refer to pages 7-35 (Attachment I) for details.

Audit Committee’s Review Report on the 2022 Final Accounting Books and Statements

Explanation: Please refer to page 36 (Attachment II) for details.

Distribution of remuneration to directors and employees’ compensation for 2022

Explanation:

According to Article 27 of the Company’s Articles of Incorporation, if there is profit at the end of each fiscal year, 4% of profit distributable as employees’ compensation and not more than 4% of profit distributable as remuneration to directors shall be appropriated. However, the Company’s accumulated losses shall have been covered first.
Qualification requirements of employees entitled to receive shares or cash as employees’ compensation set out in the preceding paragraph may include specific employees of subsidiaries of the company meeting certain specific requirements. The “requirements” and “specific employees” thereof shall be determined by a resolution adopted by the board of directors.

According to the interpretation ruling of 4 January 2016 Letter No. Economic-Business-10402436190 of the Ministry of Economic Affairs, the said profit refers to the pre-tax income before deducting the employees’ compensation.

In 2022, the Company proposed to appropriate 4% as employees’ compensation totaling NT$4,215,271 and appropriate 4% as remuneration to director totaling NT$4,215,271 and have them distributed in cash.
Report on the status of the Company’s capital reduction to make up for losses and the sound operation plan and the results of its implementation

Explanation:

Report on the status of the Company’s capital reduction
The Company conducted a capital reduction of NT$364,900,000 and canceled 36,490,000 shares (including 16,544,262 outstanding ordinary shares and 19,945,738 privately placed ordinary shares) as approved by the regular meeting of shareholders on June 24, 2022. The Company issued 3,217,502 shares for the conversion of the privately placed unsecured convertible corporate bonds and 482,700 shares for the exercise of stock option warrants by employees after the shareholders’ meeting, and share capital in the capital reduction was changed to 117,158,965 shares (including 65,235,007 privately placed ordinary shares), and the capital reduction ratio was adjusted from 32.16146469% to 31.14571727%.
The capital reduction was approved as per 29 August 2022 Letter No. Taiwan-Securities-Listing-I-1111804227 of the Taiwan Stock Exchange Corporation for the record, and the capitalization change registration was approved and completed as per 14 October 2022 Letter No. Economic-Authorization-Business-11101193150 and 1 November 2022 Letter No. Economic-Authorization-Business-11101205840 of the Ministry of Economic Affairs.
The exchanged new shares were listed and traded on December 12, 2022, and the relevant matters regarding capital reduction were completed.
For details about the results of implementation of the sound business plan, please refer to Attachment IV on page 38.

Four. Proposals for Ratification

【Case No. 1】 (Proposed by the Board) Proposal: Adoption of the 2022 Business Report and Final Accounting Books and Statements

Explanation: The Company’s above 2022 Books and Statements were prepared by the Board of Directors and audited by independent auditors, Hsu, Chen-Lung and Su, Yen-Ta of KPMG Taiwan. Also Business Report and Final Accounting Books and Statements have been examined by the Audit Committee. (Please refer to Attachments I & II on pages 7-36 for details.)

Resolution:

【Case No. 2】 (Proposed by the Board) Proposal: Adoption of the Proposal for 2022 Profit Distribution Table Explanation: Please refer to the 2022 Profit Distribution Table below.

(Please refer to Attachments III on page 37 for details.)

Resolution:

Five. Matters for Deliberation

【Case No. 1】 (Proposed by the Board)

Proposal: Amendment to the Company’s Articles of Incorporation. Please proceed to discuss.

Explanation:

The Company plans to increase business items because of its operational needs.
In order to modify the scope of the reservation for employees’ compensation and set the percentage of the distributable earnings to be distributed for stock dividends.
The comparison of Articles of Incorporation before and after amendments is attached. (Please refer to Attachments V on page 40 for details.)

Resolution:

【Case No. 2】 (Proposed by the Board)
Proposal: Proposal for a new share issue through capitalization of earnings. Please proceed to discuss.

Explanation:

In order to increase working capital and strengthen, the Company plans to issue 2,423,138 new shares (ordinary shares) with a par value of $10 per share through a stock dividend of NT$24,231,380 distributed out of the distributable earnings for 2022.
According to the shares listed in the shareholders’ register on the record date for capital increase and shares distribution, 30 bonus shares will be distributed for every thousand shares. For fractional shares, each of which is less than one full share, shareholders shall join them together with other fractional shares to create a whole share themselves within five days from the book closure date for capital increase and shares distribution and register them with the Company’s stock affairs agency. If failing to do so within the time limit or fractional shares still less than one full share after joining, the dividends shall be paid in cash instead in accordance with the provisions of Article 240 of the Company Act, with an amount rounded down to the nearest dollar (truncated to the integer part) and the chairman is authorized to negotiate particular persons to subscribe at face value.
The rights and obligations attached to the new shares issued are the same as those attached to the original ordinary shares, and they will be issued in non-physical form.
After the profit distribution proposal is approved by the regular meeting of shareholders and submitted to the competent authority for approval, the board of directors is authorized to determine the record date for capital

increase and shares distribution, the date for distribution, and other relevant matters.

In the event that the number of outstanding shares is affected due to repurchase of the Company's shares, transfer or cancellation of treasury shares, or exercise the conversion of employee stock warrants, or other factors, the chairman shall be authorized by the regular meeting of shareholders to adjust the distribution ratio based on the number of actual shares outstanding on the record date for distribution.

Resolution:

Six. Election Matters

【Case No. 1】 (Proposed by the Board)

Proposal: Election of new directors upon expiration of the current term. Please proceed to hold the election.

Explanation:

The tenure of the Company’s 17th session Board of Directors will expire on June 23, 2023. The Company proposes to duly elect new Board members at this regular shareholders’ meeting accordingly.
In this election, a total of 11 Directors (including three Independent Directors) will be elected by adopting a candidate nomination system, and retiring members are also eligible for re-election.
The term of office of new Directors or Independent Directors will start from June 27, 2023 and end on June 26, 2026, with a duration of three years. The term of office of the 17th session Directors will expire at the close of this shareholders’ meeting.
The “roster of director (including independent director) candidates” approved by the 24th meeting of the 17th session of the board of directors is attached. (Please refer to Attachments VI on page 46 for details.)

Voting Results:

Seven. Other Matters

【Case No. 1】 (Proposed by the Board)

Proposal: Lifting the non-compete restriction on newly-appointed Directors and their representatives. Please proceed to discuss.
Explanation:
According to Article 209, Paragraph 1, of the Company Act, the provision stipulates that a director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval. Given the fact that the Directors elected at this year’s regular shareholders’ meeting may concurrently serve as a director or managerial officer in other companies that have a scope of business similar

to the company’s. Because their participation in the operation contributes to the development of the company, there is no need for the restrictions. The non-compete restriction on them is therefore proposed to be lifted without prejudice to the interest of the Company. Please proceed to discuss.

For the nominated director candidates and their representatives, the Company plans to submit the proposal for lifting the non-compete restriction on them to the shareholders' meeting for approval after they are elected. (Please refer to Attachments VII on page 50 for details.)

Resolution:

Eight. Extempore motion

Nine. Adjournment

`【` Attachment I `】` Business Report

1. 2022 Business Results

(1). Review the implementation of the business plan

The revenue in 2022 was NT$2,484,187 thousand, an decrease of 10.8% from NT$2,785,873 thousand in 2021. The net income for the current period was NT$98,636 thousand, an increase of 32.8% from NT$74,238 thousand of the net loss for the period of 2021. The net profit margin was 3.97%, the total comprehensive income (loss) was NT$81,600 thousand, and the basic earnings per share was NT$1.09 in 2022.

(2). Review budget implementation (parent company only)

Fiscal year 2022

	Fiscal year 2022	Fiscal year 2022	Fiscal year 2022
	Expressed in thousands of NTD
Profit and loss account	Budget amount	Actual amount	Achieving rate %
Net operating revenue	3,140,846	2,478,350	79%
Operatingcosts	2,646,685	2,201,851	83%
Gross profit (loss)	494,161	276,499	56%
Operatingexpenses	348,134	326,584	94%
Net operating profit (loss)	146,027	(50,085)	(34%)
Net income (loss)	110,187	103,542	94%

Note: The Company only set budget goals internally and did not publish its financial forecasts externally in 2022.

(3). Analysis of receipts, expenditures, and profitability

Expressed in thousands of NTD

Item	Fiscal year	2022	2021
Financial structure (%)	Debt to assetsratio	74.21	76.93
	Long-term capital accounted for fixed assets	1,027.33	1,345.22
Solvency (%)	Current ratio	134.67	125.88
	Quick ratio	44.27	34.89
Profitability (%)	Returnontotalassets (%)	2.75	2.31
	Returnonequity (%)	6.47	5.82
	Basic earnings (loss) pershare (NT$)	1.09	1.2

(4). Research and development work

Pursuing innovation in products is the lifeblood of our business

operations. The Company has engaged more proactively in product research and development, with concrete achievements for the past year including:

Functional processing, Yi-Chu-type metal yarns, profiled fiber cross-section + WICKING, Carapace element textile fiber.
Functional Bamboo Charcoal, Coolmax Fresh FX, 3D Mode, delicate Silk Touch different shrinkage compound, Power Shield Stretch, Cotton Blends interweave.
BAMBOO CHARCOAL, COTTON / SILK, COTTON / CASHMERE.
COTTONY low-fiber interwoven eco-friendly material Recycle polyester, PLA., Organic Cotton, Bamboo, Tencel.
Care Free XLA elasticity, Outdoor checkered Shirt, Outdoor Down Proof, home & furniture Sofa -Velvet like, Chenille, Cotton, Curtains –3m Black Out flame retardant series products.
HoWTec warm functional wool, iWoolTec cool functional wool, TwoolTec eco-friendly functional wool.
JACQUARD +elasticity, SORONA, delicate SEE-THROUGH + LUREX, ORGANIC COTTON, eco-friendly material RECYCLE POLYESTER, GREENCELL, INGEO.
Increasing the development of vehicle fabrics and expanding cooperation with brand merchants.
R&D and production of flat mask, sandwich mask, KF94, and N95.

2. Summary of 2023 Business Plan

(1) Business policy

The Company has set a revenue growth for its regular business of textile (including mask products) at 10% as the target, limited the operating costs to an increase of 7%, and aimed at Daying Factory’s completion of ownership transfer of 39 factory offices at the Kingkong Smart Park in 2023.

A. Business plan

Expand the market share of cotton spinning and wool spinning and increase the company’s profits in order to turn a loss into a profit, at least reaching above the break-even point.
Continuously implement the VALUE-UP COST-DOWN activities.
Constantly improve the yield rate of each production and processing station in each factory.
Make an overall upgrade of quality, cost, delivery date, and service.
Strengthen modular management of orders.
Improve the speed proofing machine to gain the advantage of more business opportunities in the market.
Enhance budget implementation to strike a balance between revenues and expenditures.
Persistently make improvement and eliminate waste completely.
Manage external resources to make room for bigger profit.
Increase textile printing and special functional fabric business to make more room for profit.
Develop masks and mask-related products to increase revenue.
Increase the development of vehicle fabrics and expand cooperation with brand merchants.
Meet Daying Factory’s annual target of property transfer.
Make development and revitalization of Sanshe Factory and idle land to bring in non-operating revenue.

B. Production plan

Align with business objectives to make quality, cost, delivery, and services meet customer needs.
Keep costs down and implement lean processes in production.
Develop highly-functional sports, outdoor, fireproof materials, and printed fabrics.
Enhance development and production of different functional yarns with warmth-/cool-keeping, eco-friendly, antibacterial and deodorant functions.
Carry out energy-saving and power-saving measures on an ongoing basis and stabilize production with stable temperature and humidity conditions.
Balance production at each production station to achieve an consistent and ultimate flow production line.
Improve dashboard just-in-time management functions to nip problems in the bud and strengthen abnormality management.

Implement the improvement plan for actual people, actual place, and actual thing and take a one-time action.
Ensure the customer K.P.I. achievement rate step by step and layer by layer.
Develop printing production technology and wider width roller blind fabrics to improve product output value.
Set up a mask factory and develop mask business to increase profits by expanding the niche market .
Pursue various qualities of Daying Factory and complete development in stages.

C. Selling expense plan

Where there are people, there is our market. Step up market development, especially in emerging markets, seek cooperation with local agents to develop markets.
Strengthen modular management of orders; build a close collaboration of production, sales, and R&D.
Enhance sales of inventory and customer complaint management; sell more the inventory which should be shipped but has not been shipped or for which the color should be specified by clients but has not been specified.
Start to be a major supplier of international apparel brands and distributors.
Implement the cost reduction plan and put an end to waste through continuous improvement.
Strengthen customer relationships and development of new customers.
Increase Daying Factory’s sales power to achieve the goal of selling out.
Develop NOP and TOP as bread-winning products; take the lead in the domestic vehicle fabric technology.

D. Management expense plan

Conduct company-wide manpower check and personnel downsizing to reduce employment costs, especially make the plan for streamlining indirect labor.
Simplify workflows to reduce costs; focus on innovative profit models.
Strengthen personnel training to improve the quality of products and operations; cultivate long-term international marketing management talent.
Enhance logistics and cash-flow management over production, operation, procurement, and supply chain.
Reinforce interdepartmental interface management, integrate information management systems, and build a more efficient team.
Take advantage of external forces and pay attention to the experience and inspiration of the old master worker to reduce the cost of repeated failure.
Control spending on management expenses; apply budgetary control to achieve the goal.
Implement digital real-time information management.

E. Fund utilization plan

Revitalize sluggish inventory and idle assets; actively conduct Daying Factory’s development and sale at the Kingkong Smart Park.

Look for cheaper funds (new loans and cash capital increase) to replenish operating capital and reduce financial costs.
Improve inventory turnover and accounts receivable turnover.
Seek strategic development partners to create a win-win situation and mutual benefit.
Enhance operating performance of reinvestment and establish a more flexible room for capital use.
Increase the company’s net worth per share by leveraging asset revaluation and effect.

F. Conclusion

The Company will continue to improve its regular business in order to turn a loss into a profit, conduct R&D on new core fabrics, develop environmentally friendly fabrics and vehicle fabrics, strengthen cooperation with brand merchants, and with Daying Factory’s property transfer at the Kingkong Smart Park and Sanshe Factory’s development and revitalization of idle land, replenish operating capital and improve financial structure in pursuit of steady growth in the post-pandemic era.

(2) Important production and sales policies

Production - lean production

Relentlessly pursue minimizing operational wastes and establish an effective just-in-time delivery and production mechanism by adopting a market and customer orientation approach.
Accurately meet the needs of customers through best quality, lowest cost, and fastest speed.
Enhance cooperation with third-party factories and processing factories; promote products to end users to bring in additional gross profit.
The cotton/wool spinning factory provides products with optimal quality at the lowest cost, allowing the company to gain competitive advantage in dyeing and weaving and cut down expenses.
Become a domestic leading manufacturer by producing and developing blended weave of high-margin products.
Add textile printing business and wider width roller blind fabrics to make more room for profit.
Expand the production and sales of masks, create the brand of Chacer and enhance the design masks to boost revenue and profits.

Sale - operation by subtraction; expand niche product mix

Remove product items that are not making a profit and get into niche products and markets.
Perform analysis of price and quantity on product mix to find the best integration of production and sales.
Plough deeply the global market and actively develop new business and new markets.
Seek cooperation with local agents to develop markets

(3) Marketing planning

Directly export cotton/wool spinning yarn, in line with the customer demand

for dyeing and weaving outdoor functionality, provide yarn used for accessories, such as hats, socks, and knee pads.

Expand OEM for dyed yarn knit at the yarn dyeing factory, expand OEM for dyed yarn at the knitting factory and sale of dyed yarn at the cotton/wool factory.
Put functional yarns from cotton/wool factories as the main force in knitted fabrics, with dyeing and weaving outdoor functionality to be promoted to the fields of outdoor, sports, leisure, and fashion.
Keep promoting self-owned brand
4-1 Design based on brand innovation; promote Chia Her self-owned brand.
4-2 Increase the company’s brand awareness through brand packaging and image integration; introduce new products at international exhibitions and publish in international media and journals.
Obtain international environmental protection certification
5-1 Control Union 4-in-1 Organic Cotton and Recycled Polyester Full Process Certification.
5-2 Blue Sign environmental protection, energy saving, and carbon reduction full process certification.
5-3 IATF 16949 certification.
5-4 Responsible Wool Standard (RWS).
Obtain Class I medical device license from the Ministry of Health and Welfare
6-1 CHACER medical mask (unsterilized) License No. MHW-Medical-Equipment-Production-I-Zi-008742.
6-2 FDA Listing; List No.D429083; Owner No.10079517

3. The company’s future development strategy

(1) Cotton spinning product mix

Cotton spinning yarn products will be developed with the trend of the yarn structure mainly using natural fiber raw materials combined with environmentally friendly recycled materials and supplementing with multi-fiber blended materials. Low-hairiness yarns, fancy yarns, and functional yarns will continue to be the mainstream products that occupy in the high-end product market, such as the following product series:

‧ 37.5 Technology / Cotton
‧ Lenzing Tencel & Tencel C& Tencel SUN
‧ COOLMAX ALL SEASON
‧ CORDURA - NYCO
‧ INVISTA (T400)
‧ DuPont SORONA
‧ Eco-friendly, recycled PARLEY thread Unifi

(2) Wool spinning product mix

Wool spinning yarn products will be developed with the trend of being mainly made of shrink-resistant wool materials and supplemented with functional fiber blended materials. They are still

popular with consumers when paired with high-grade raw materials, such as cashmere, camel wool, yak, silk, or other natural fibers. The products are developed with functional yarns such as Sirospun yarn, Sirofil yarn, and Compact yarn in terms of the spinning method, coupled with the spinning technology of ultra-fine high-count wool and its blended products is essential for the Company to gain a foothold in the international market. The product series are as follows:

‧ CoolVisions / Wool
‧ Outlast / Wool
‧ TENCEL / Wool
‧ COOLMAX ALL SEASON / Wool
‧ Cordura combat wool
‧ Sorona / Wool

(3) Dyeing and weaving product mix

With the pyramid-shape product strategy, the dyeing and weaving product are segmented into Premium (high-end products), Advanced (mid-priced products) and Essential (base products). The product mix paired with the four major product series of wool fabric, spun, mixed weave, and filament is shown in the below table:

	Wool fabric	Spun	Mixed weave	Filament
Premium	•Functional wool spinning	•CORDURA® Cotton •Reflective	•ProTec™	•CORDURA® •Reflective •Super Fine
Advanced	•Functional cotton spinning •Cotton-spinning wool fabric	•TENCEL® •Elastic FlannelTec™ •STORM COTTON™ •TransDRY®	•Relax (CN,NC,T400)	•+STec™ •ProTec™ •Ombre •Memory •Suede •+S™(Nylon) •Y.D. Shirts
Essential	•Cotton-spinning wool fabric	•Y.D. Shirts •FlannelTec™	•Relax(CVC,TC) •Rayon(TR)	•+S™(Poly) •DoubleTec™ •Poly Jacket •PolyPants

(4) Research and development work

The Company set up the Chia Her Sustainable Innovation R&D Center Project on July 1, 2015, with the main task of building the company’s institutionalized R&D organization/team and enhance the company’s original R&D scale and capability. Under the mode of operation of an independent organization, in addition to developing new fabrics in line with international brands and cultivating advanced research and development capabilities and talent, it also concentrates

on forward-looking fields with market size potential and a high tendency to develop in the future.

R&D field	Subfield	Objective
Field A Functional and eco-friendly innovative wool spinning technology	Innovative wool spinning technology development	Increase technological autonomy/assist in industrial or business transformation Chia Her has applied cotton/wool fibers as the main raw materials for products for a long time. It expects to further develop differentiated spinning technology based on the existing spinning technology in order to achieve productvalue and technologyinnovation.
	Functional composite wool spinning technology	Increase technological autonomy/assist in industrial or business transformation With the existing spinning equipment and technology, further develop key components and technologies of filament/spun composite spinning to achieve composite functions of products and independence of key components
	High-value wool spinning technology development	Value innovation/Increase technological autonomy Based on the existing spinning technology, further develop high-quality and high value-added spinning technology to achieve high value of products and technology innovation.
Field B Green sustainable dyeing and finishing technology	Dyed yarn technology development	Technology innovation/Increase technological autonomy Increase technological autonomy and product competitiveness through the development of yarn dyeing and finishing technology with high color contrast ratio.
	Fabric dyeing and finishing technology	Technology innovation/Increase technological autonomy Initiate industry-leading technology with the built foam coating wool spinning finishing technology and one-time color dyeing and finishing process technology
Field C Brand promotion and added value of IP rights	Brand building and promotion	Value innovation/assist in business transformation Enhance the visibility and value of the corporate and private brand in the B2B market by building and promoting corporate image recognitionand self-owned brand.

 Value innovation/assist in business transformation Patent deployment Value can be added to technologies/products analysis and derived from the R&D process by means of patent deployment for the related application technology/product.

(5) Long-term business development plan

In response to changes in the economic climate and pandemic situation, the Company needs to be wary of receiving orders in the future. On the one hand, it has to carefully select every product mix to increase the gross profit and reduce production and purchase costs, and on the other hand, develop stock cloth into products and actively promote them to enrich the company’s cash flow. With respect to cost control, each department implements a budget based on the annual budget. The differential analysis and improvement should be conducted every quarter, material losses in production and human resource allocation should be improved, and obsolete machinery and equipment should be replaced in a planned way to improve product yields. For spun business development, Chia Her will start a product transformation, make full use of its one-stop factory advantage, and carry out standardized operations to reduce abnormality rates and ensure product profitability. For filament business development, given the current trend of product diversification in the market, it will actively develop new fabrics. In order to retain product profitability while receiving orders, it is necessary to expand the output of the bottom product and reduce the production cost to achieve economic scale, cultivate the adaptability of factory supervisors under market uncertainty, and strengthen cooperation between the factory and the business side to achieve the balance between production and sales. Looking into the future, Chia Her will make an all-out effort to develop new types of textiles, increase research and development capabilities, and cooperate with brand owners in various fields to increase revenue and profitability. In terms of construction business, the Company will dedicate itself to Daying Factory’s completion of each phase of the construction at the Kingkong Smart Park and completion of sales and receiving payments in 2022 and 2023 and getting the planning of Sanshe Factory’s development of idle land under way successively to increase the company’s revenue, improve financial health, and reduce debt ratio.

Chairman: Weng, Wei-Hsiang

==> picture [41 x 42] intentionally omitted <==

Principal President: Accounting Wu, Chien-Tung Officer: Weng, Wei-Chun

==> picture [44 x 41] intentionally omitted <==

2022 Final Accounting Books and Statements

Financial Statements and CPA Audit Report of CHIA HER INDUSTRIAL CO., LTD (Parent Company Only)

CPA Audit Report

To Board of Directors of CHIA HER INDUSTRIAL CO., LTD.

Auditor’s opinion

The Balance Sheets of CHIA HER INDUSTRIAL CO., LTD. on December 31, 2022 and 2021, as well as the Comprehensive Profit and Loss Statement, Statement of Changes in Equity and Cash Flow Statement from January 1 to December 31, 2022 and 2021, and Notes to the Notes to the Parent Company Only Financial Reports (including summary of significant accounting policies) have been audited by the CPA.

In accordance with the opinion of the CPA, based on the audit results of the CPA and the audit reports of other CPA (please refer to the other items section), the above Parent Company Only Financial Reports has been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, which is sufficient to fairly express the financial position of CHIA HER Group on December 31, 2022 and 2021, and the financial performance and cash flow from January 1 to December 31, 2022 and 2021.

The basis of the audit opinion

The CPA conducted the audit in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards. The responsibilities of the CPA under these standards will be further explained in the responsibility section of the accountant's audit of the Parent Company Only Financial Reports. The personnel of the firm to which the CPA belongs who are subject to the independence standards have maintained independence from CHIA HER INDUSTRIAL CO., LTD. in accordance with the professional ethics standards for accountants, and have performed other responsibilities under the standards. Based on the audit results of the CPA and the audit reports of other accountants, we believe that sufficient and appropriate audit evidence has been obtained as the basis for expressing our audit opinion.

Other items

The financial statements of certain subsidiaries and affiliates included in the investments accounted for using the equity method of CHIA HER INDUSTRIAL CO., LTD. have not been audited by the CPA, but have been audited by other CPAs. Therefore, in the opinion expressed by the CPA on the above Parent Company Only Financial Reports, the amounts listed in the Financial Reports of these subsidiaries and affiliates are based on the audit reports of other CPAs. In addition, investments accounted for using the equity method

recognized in these subsidiaries and affiliates accounted for 7.38% and 8.17% of total assets as of December 31, 2022 and 2021, respectively; and the share of profit or loss of subsidiaries and affiliates and affiliates using the equity method recognized from January 1 to December 31, 2022 and 2021 accounted for 19.03% and 8.11% of net income before tax, respectively.

Key audit items

Key audit items refer to the most important items in the audit of CHIA HER INDUSTRIAL CO., LTD.'s Parent Company Only Financial Reports for 2022, based on the professional judgment of the CPA. These items have been addressed during the audit of the Parent Company Only Financial Reports as a whole and the formation of an audit opinion. The CPA does not express a separate opinion on these items. The key audit items that the CPA determines should be communicated in the audit report are as follows:

I. Assessment of impairment of accounts receivable

Please refer to Note 4 (6) Financial Instruments of the Parent Company Only Financial Reports for detailed accounting policies on impairment assessment of accounts receivable; please refer to Note 5 (1) to the Parent Company Only Financial Reports for details of the uncertainty of accounting estimates and assumptions for impairment assessment of accounts receivable; please refer to Note 6 (3) to the Parent Company Only Financial Reports on notes receivable and accounts receivable for an explanation of the impairment assessment of accounts receivable.

Explanation of key audit items:

The customers of CHIA HER INDUSTRIAL CO., LTD.'s textile manufacturing business are downstream clothing and other home textile fabric merchants in the textile industry. Its operations are deeply affected by the fluctuations in industrial prosperity, and the payment terms for major customers' accounts receivable are approximately 30-120 days per month. Therefore, the assessment of accounts receivable impairment is subject to significant subjective judgment by the company management. Therefore, the impairment assessment of accounts receivable is one of the important evaluation items for the CPA's audit of CHIA HER INDUSTRIAL CO., LTD.'s Parent Company Only Financial Reports.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit items mentioned above include:

Review accounts receivable aging reports, analyze changes in accounts receivable aging, and execute sampling procedures to check the accuracy of accounts receivable aging reports.
Review the collection situation of accounts receivable after the payment period, and understand how the management assesses the possibility of recovery for overdue accounts receivable that have not yet been received and have not included expected credit losses, in order to assess the rationality of the Company's expected credit loss provision for accounts receivable.
Review the accuracy of the Company's provision for impairment of accounts receivable in the past, and compare it with the expected credit loss of accounts receivable estimated in the current period to assess whether the current

estimation method and assumptions are appropriate.

Assess whether the disclosure of expected credit losses related to accounts receivable by the Company is appropriate.
II. Inventory evaluation

Please refer to Note 4 (7) to the Parent Company Only Financial Reports for detailed accounting policies related to inventory evaluation; please refer to Note 5 (2) to the Parent Company Only Financial Reports for the uncertainty of accounting estimates and assumptions of the net realizable value of inventory evaluation; please refer to Note 6 (5) to the Parent Company Only Financial Reports for an explanation of the net realizable value evaluation of inventory evaluation.

Explanation of key audit items:

CHIA HER INDUSTRIAL CO., LTD.'s inventory is measured based on the lower of cost and net realizable value. The textile manufacturing business operated by the Company belongs to the textile industry's downstream fabric suppliers in civilian-oriented industry, and product prices are deeply affected by market fluctuations, resulting in the risk that the cost of generating inventory may exceed its net realizable value. Therefore, inventory evaluation is one of the important evaluation items for the CPA in conducting the audit of CHIA HER INDUSTRIAL CO., LTD.'s Parent Company Only Financial Reports.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit items mentioned above include:

Understand the sales prices adopted by the management of the Company and the changes in future inventory market prices to assess the reasonableness of the net realizable value of inventory, and implement sampling procedures to check the accuracy of the inventory net realizable value detailed statement.
Review the inventory age report, analyze the changes in inventory age for each period, and execute sampling procedures to check the accuracy of the inventory age table.
Review the accuracy of the Company's past provision for inventory allowances to assess whether the current valuation method and assumptions are appropriate.
Assess whether the disclosure of inventory allowance related information by the Company is appropriate.

III. Evaluation of investment real estate

Please refer to Note 4 (10) Investment Real Estate to the Parent Company Only Financial Reports for the detailed accounting policies related to the evaluation of investment real estate; please refer to Note 5 (3) to the Parent Company Only Financial Reports for the uncertainty of accounting estimates and assumptions about the evaluation of investment real estate; please refer to Note 6 (10) Investment Real Estate to the Parent Company Only Financial Reports for the description of the fair value of investment real estate evaluation.

Explanation of key audit items:

The subsequent measurement of the investment real estate of CHIA HER INDUSTRIAL CO., LTD. adopts the fair value model, and the management entrusts

external real estate appraisers to perform the evaluation of the investment real estate. Because the complexity of the evaluation method and the input value information are unobservable information, the fair value may have a risk of false expression. Therefore, the evaluation of the investment real estate is one of the important evaluation items for the CPA to perform the audit of the Consolidated Financial Reports of CHIA HER INDUSTRIAL CO., LTD.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit items mentioned above include:

Assess the qualifications and independence of external real estate appraisers appointed by the Company.
Appoint financial management experts to inspect the applicability of the evaluation method and the rationality of the evaluation trial process, the rationality of the main assumptions or input values (such as discount rate, expected market rent growth rate and return capitalization rate) in the evaluation method, and whether there are significant differences from the previous period.
Understand whether there is a reasonable basis for the assumptions, estimates, and parameters used in the valuation report, and whether there are significant differences from the previous period.
Assess whether the disclosure of investment real estate related information by the Company is appropriate.

Responsibilities of management and governance units for Parent Company Only

Financial Reports

The responsibility of the management is to prepare fairly presented Parent Company Only Financial Reports in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain such internal control relevant to the preparation of Parent Company Only Financial Reports as is necessary to enable the preparation of Parent Company Only Financial Reports that are free from material misstatement, whether due to fraud or error.

When preparing the Parent Company Only Financial Reports, the responsibility of the manager also includes evaluating the ability of CHIA HER INDUSTRIAL CO., LTD. to continue operations, disclosing relevant items, and adopting the accounting basis for continuing operations, unless the manager intends to liquidate CHIA HER INDUSTRIAL CO., LTD.or cease operations, or there is no practical alternative to liquidation or cessation of operations.

The governance unit (including the audit committee) of CHIA HER INDUSTRIAL CO., LTD. is responsible for overseeing the financial reporting process.

Responsibility of CPA to audit Parent Company Only Financial Reports

The purpose of the CPA's audit of the Parent Company Only Financial Reports is to obtain reasonable assurance as to whether there are any material false expressions caused by fraud or error in the Parent Company Only Financial Reports as a whole, and to issue an audit report. Reasonable assurance is a high degree of assurance, but the audit work carried out in accordance with auditing standards cannot guarantee the detection of significant false expressions in the Parent Company Only Financial Reports. False expressions may be due to

fraud or error. If an individual amount or total amount that is not truthfully expressed can reasonably be expected to affect the economic decisions made by users of the Parent Company Only Financial Statements, it is considered significant.

The CPA uses professional judgment and suspicion when conducting audits in accordance with auditing standards. The CPA also performs the following tasks:

(1) Identify and assess the risk of significant false expressions in the Parent Company Only Financial Reports due to fraud or error; Design and implement appropriate response strategies for the assessed risks; And obtain sufficient and appropriate audit evidence as the basis for the audit opinion. Since fraud may involve collusion, forgery, intentional omission, misrepresentation or overstepping internal control, the risk of not detecting material misrepresentation resulting from fraud is higher than that resulting from error.
(2) Obtain the necessary understanding of the internal control related to the audit to design the appropriate audit procedures under the circumstances, but the purpose is not to express opinions on the effectiveness of CHIA HER INDUSTRIAL CO., LTD.'s internal control.
(3) Assess the appropriateness of accounting policies adopted by manager, as well as the reasonableness of accounting estimates and related disclosures made.
(4) Based on the audit evidence obtained, make a conclusion on the appropriateness of the manager's adoption of the going concern accounting basis, and whether there are significant uncertainties in the events or circumstances that may cause major doubts about the ability of CHIA HER INDUSTRIAL CO., LTD. to continue its operations. If the CPA believe that there is a significant uncertainty in these events or situations, he or she must remind the users of the Parent Company Only Financial Reports to pay attention to the relevant disclosure of the Parent Company Only Financial Reports in the audit report, or amend the audit opinion when the disclosure is not appropriate. The conclusion of the CPA is based on the audit evidence obtained as of the audit report date. However, future events or circumstances may result in CHIA HER INDUSTRIAL CO., LTD. no longer having the ability to continue operating.
(5) Assess the overall expression, structure and content of Parent Company Only Financial Reports ( including related notes), and whether Parent Company Only Financial Reports are appropriate to express related transactions and events.
(6) Obtain sufficient and appropriate audit evidence for the financial information of investees using equity method to express opinions on the Parent Company Only Financial Reports. The CPA is responsible for the guidance, supervision and implementation of the audit cases, and is responsible for forming the CHIA HER INDUSTRIAL CO., LTD.'s verification opinions.

The items communicated between the CPA and the governance unit include the planned audit scope and time, and major audit findings (including significant deficiencies in internal control identified in the audit process).

The CPA also provides the governing unit with the statement that the personnel of the accounting firm subject to the independence standards have complied with the professional

ethics standards for CPAs on independence, and communicates with the governing unit on all relationships and other items (including relevant protective measures) that may be considered to affect the independence of CPAs.

The CPA has decided on the key audit items for the audit of CHIA HER INDUSTRIAL CO., LTD.'s 2022 Parent Company Only Financial Reports based on communication with the governance unit. The CPA specifies these items in the audit report, unless laws and regulations prohibit the public disclosure of specific items, or in extremely rare circumstances, the CPA decides not to communicate specific items in the audit report, as it can be reasonably expected that the negative impact of such communication will be greater than the public interest it enhances.

KPMG Taiwan

Hsu, Chen-Lung CPA: Su, Yen-Ta

==> picture [42 x 44] intentionally omitted <==

Approval and : Letter No. certified Finance-Supervisory-Securitie number of the s-Issuance-0960069825 securities Letter No. regulatory Finance-Supervisory-Securitie authority s-Issuance-1070304941 March 29, 2023

Expressed in thousands of NTD

CHIA HER INDUSTRIAL CO., LTD. Balance Sheet As of December 31, 2022 and 2021

December 31,	2022 ％ - 1 - 2 - - - 31 - 1 1 36 3 10 6 9 36 - - 64	December 31,	December 31,	2022 ％ 15 3 1 1 2 2 3 1 2 1 - 3	December 31,	2021 ％ 15 3 2 1 3 1 3 1 2 1 - 2
Amount $ 19,148 73,762 16,387 122,952 1,022 6,800 6,329 1,823,470 7,159 66,794 54,745		Amount 116,957 92,944 20,470 124,697 - 52,760 2,742 1,966,050 5,956 148,521 81,474
			Amount $ 904,478 185,318 47,986 37,735 147,327 91,459 152,294 65,557 114,293 71,019 - 199,093		Amount 981,392 167,115 105,612 45,538 186,464 79,939 181,028 58,386 110,535 57,638 25,000 157,707


2,198,568		2,612,571
157,149 577,949 343,922 569,175 2,197,271 29,953 1,775		198,010 521,026 259,070 680,809 2,025,443 16,635 3,290
			2,016,559	34	2,156,354	34
			1,634,939 383,475 476,387 15,850 4,301	27 6 8 - -	1,697,699 404,507 588,833 21,413 4,116	27 6 10 - -
			2,514,952	41	2,716,568	43
			4,531,511	75	4,872,922	77
			807,613 110,027 83,873 542,738	13 2 1 9	1,134,153 108,350 (364,990) 566,419	18 2 (6) 9
3,877,194		3,704,283
			1,544,251	25	1,443,932	23
$ 6,075,762	100	6,316,854
			$ 6,075,762	100	6,316,854	100

Chairman: Weng, Wei-Hsiang

==> picture [42 x 42] intentionally omitted <==

(Please refer to attached Notes to the Parent Company Only Financial Reports for more details.)

President: Wu, Chien-Tung

Principal Accounting Officer: Weng, Wei-Chun

==> picture [43 x 40] intentionally omitted <==

CHIA HER INDUSTRIAL CO., LTD. Comprehensive Profit and Loss Statement As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

2022	％ 100 89	2021	％ 100 91
Amount $ 2,478,350 2,201,851		Amount 2,777,712 2,532,287
276,499	11	245,425	9
142,185 134,593 67,115 (17,309)	6 5 3 (1)	179,259 126,412 66,813 26,053	6 5 2 1
326,584	13	398,537	14
(50,085)	(2)	(153,112)	(5)
269 10,543 30,970 184,164 (91,365) 19,046	- - 1 8 (4) 1	47 10,535 67,938 241,659 (91,007) 6,567	- - 2 9 (3) -
153,627	6	235,739	8
103,542 18,087	4 1	82,627 7,338	3 -
85,455	3	75,289	3
4,353 (60,043) 325 37,367 -	- (2) - 2 -	(5,977) 61,289 21 34,400 -	- 2 - 1 -
(17,998)	-	89,733	3
$ 67,457	3	165,022	6
$	1.09		1.20
$	1.07		1.02

==> picture [44 x 41] intentionally omitted <==

(Please refer to attached Notes to the Parent Company Only Financial Reports for more details.) Chairman: Weng, Wei-Hsiang President: Wu, Chien-Tung Principal Accounting Officer: Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. Statement of Changes in Equity As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD Other equity items Undistributed surplus (loss to be covered) Unrealized evaluation (losses) profits of financial assets measured at fair value through other comprehensive profits and losses Revaluation reserve Total Total equity Share capital Share capital of ordinary share Advance received share capital Total Capital surplus Balance as of January 1, 2021 $ 878,125 - 878,125 101,993 (391,856) (7,172) 472,672 465,500 1,053,762 Net profit for the period - - - - 75,289 - - - 75,289 Other comprehensive profits and losses for the period - - - - (5,956) 95,689 - 95,689 89,733 Total comprehensive profits and losses for the period - - - - 69,333 95,689 - 95,689 165,022 Employee share subscription warrants compensation cost - - - 2,965 - - - - 2,965 Exercise of employee share subscription 15,791 - 15,791 1,200 - - - - 16,991 Conversion of convertible corporate bonds 240,237 - 240,237 - (37,237) - - - 203,000 Difference between the actual acquisition price and book value of subsidiary equity - - - 2,192 - - - - 2,192 Disposal of equity instruments measured at fair value through other comprehensive profits and losses by subsidiaries and affiliates - - - - 223 (223) - (223) - Disposal of equity instruments measured at fair value through other comprehensive profits and losses - - - - (5,453) 5,453 - 5,453 - Balance as of December 31, 2021 1,134,153 - 1,134,153 108,350 (364,990) 93,747 472,672 566,419 1,443,932 Net profit for the period - - - - 85,455 - - - 85,455 Other comprehensive profits and losses for the period - - - - 4,678 (22,676) - (22,676) (17,998) Total comprehensive profits and losses for the period - - - - 90,133 (22,676) - (22,676) 67,457 Employee share subscription warrants compensation cost - - - 758 - - - - 758 Capital reduction to make up for losses (364,900) - (364,900) - 364,900 - - - - Exercise of employee share subscription 5,262 923 6,185 919 - - - - 7,104 Conversion of convertible corporate bonds 32,175 - 32,175 - (7,175) - - - 25,000 Disposal of equity instruments measured at fair value through other comprehensive profits and losses by affiliates - - - - 1,005 (1,005) - (1,005) - Balance as of December 31, 2022 $ 806,690 923 807,613 110,027 83,873 70,066 472,672 542,738 1,544,251	Expressed in thousands of NTD Other equity items Undistributed surplus (loss to be covered) Unrealized evaluation (losses) profits of financial assets measured at fair value through other comprehensive profits and losses Revaluation reserve Total Total equity Share capital Share capital of ordinary share Advance received share capital Total Capital surplus $ 878,125 - 878,125 101,993 (391,856) (7,172) 472,672 465,500 1,053,762	Expressed in thousands of NTD Other equity items Undistributed surplus (loss to be covered) Unrealized evaluation (losses) profits of financial assets measured at fair value through other comprehensive profits and losses Revaluation reserve Total Total equity Share capital Share capital of ordinary share Advance received share capital Total Capital surplus $ 878,125 - 878,125 101,993 (391,856) (7,172) 472,672 465,500 1,053,762
		- 75,289 95,689 89,733
	- - - - 69,333 95,689 -	95,689 165,022
	- - - 2,965 - - - 15,791 - 15,791 1,200 - - - 240,237 - 240,237 - (37,237) - - - - - 2,192 - - - - - - - 223 (223) - - - - - (5,453) 5,453 -	- 2,965 - 16,991 - 203,000 - 2,192 (223) - 5,453 -
	1,134,153 - 1,134,153 108,350 (364,990) 93,747 472,672	566,419 1,443,932
		- 85,455 (22,676) (17,998)
	- - - - 90,133 (22,676) -	(22,676) 67,457
	- - - 758 - - - (364,900) - (364,900) - 364,900 - - 5,262 923 6,185 919 - - - 32,175 - 32,175 - (7,175) - - - - - - 1,005 (1,005) -	- 758 - - - 7,104 - 25,000 (1,005) -
	$ 806,690 923 807,613 110,027 83,873 70,066 472,672 542,738 1,544,251

==> picture [42 x 42] intentionally omitted <==

==> picture [43 x 41] intentionally omitted <==

(Please refer to attached Notes to the Parent Company Only Financial Reports for more details.) President: Wu, Chien-Tung

Chairman: Weng, Wei-Hsian

Principal Accounting Officer: Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. Cash Flow Statement

As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

Cash flow of operating activities: Profit before income tax for the period Adjustment items: Income and loss items that do not affect cash flow Depreciation expenses Expected credit impairment losses (profits) Interest expenses Interest income Dividend income Using the equity method to recognize the share of profits in subsidiaries and affiliates Disposal of real estate, plant and equipment losses Losses (profits) from disposal of investment real estate Fair value adjustment profits of investment real estate Share-based compensation cost Unrealized foreign currency exchange losses (profits) Total income and loss items that do not affect cash flow Changes in assets/liabilities related to operating activities: Net changes in assets related to operating activities: Decrease in notes receivable Decrease in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease (increase) in other receivables Increase in other receivables - related parties Decrease in inventory Decrease (increase) in prepayment Decrease (increase) in other current assets Total net changes in assets related to operating activities Net changes in liabilities related to operating activities: Increase (decrease) in contractual liabilities Increase (decrease) in notes payable Increase (decrease) in notes payable - related parties Increase (decrease) in accounts payable Increase in accounts payable - related parties Decrease in other payables Increase (decrease) in other payables - related parties Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities - non-current Total net changes in liabilities related to operating activities Total net changes in assets and liabilities related to operating activities Total adjustment items: Cash inflows from operations Interest received Dividends received Interest paid Income tax paid Net cash inflows from operating activities Cash flow from investment activities: Disposal of financial assets measured at fair value through other comprehensive profits and losses Acquisition of investment accounted for using the equity method Cash dividends received from investment accounted for using the equity method Acquisition of real estate, plant and equipment Disposal of real estate, plant and equipment losses Disposal of investment real estate price Decrease (increase) in deposits Decrease (increase) in other financial assets - current Decrease in other non-current assets Net cash inflows (outflows) from investment activities Cash flow from financing activities: Decrease in short-term loans Increase in other payables - related parties Borrowing long-term loans Repayment of long-term loans Repayment of lease principal Exercise of employee share subscription Net cash outflow from financing activities The impact of exchange rate fluctuations on cash and cash equivalents Decrease in cash and cash equivalents for the current period Opening cash and cash equivalents balance Closing cash and cash equivalents balance	2022 $ 103,542	2021 82,627
	159,215 (17,309) 91,365 (269) (10,543) (19,046) 150 (97) (184,164) 758 (578)	145,855 26,053 91,007 (47) (10,535) (6,567) 2 16,211 (241,659) 2,965 4,755
	19,482	28,040
	4,083 17,902 (1,022) 45,643 (1,187) 142,580 (1,183) 26,729	1,730 61,129 2,275 (32,191) (2,615) 201,201 2,924 (28,135)
	233,545	206,318
	18,203 (57,626) (7,803) (39,137) 11,520 (29,372) (4,015) 4,789 (1,210)	(33,067) 71,684 45,538 20,098 7,951 (23,703) 1,629 (13,147) (1,874)
	(104,651)	75,109
	128,894	281,427
	148,376	309,467
	251,918 269 10,543 (89,660) (39,139)	392,094 47 10,535 (86,758) (92,758)
	133,931	223,160
	- - - (120,877) 47 12,433 (13,318) 81,727 1,515	17,124 (6,026) 6,925 (52,107) - 268,243 1,102 (66,558) 5,318
	(38,473)	174,021
	(77,166) 10,000 164,290 (185,664) (111,849) 7,104	(463,164) 40,000 214,910 (103,534) (108,857) 16,991
	(193,285)	(403,654)
	18	115
	(97,809) 116,957	(6,358) 123,315
	$ 19,148	116,957

==> picture [44 x 40] intentionally omitted <==

(Please refer to attached Notes to the Parent Company Only Financial Reports for more details.) President: Wu, Chien-Tung Principal Accounting Officer: Weng, Wei-Chun

Chairman: Weng, Wei-Hsiang

Consolidate Financial Statements and CPA Audit Report of CHIA HER INDUSTRIAL CO., LTD and its subsidiaries(Consolidate)

CPA Audit Report

Board of Directors of CHIA HER INDUSTRIAL CO., LTD. Official seal:

Auditor’s opinion

The Consolidated Balance Sheets of CHIA HER INDUSTRIAL CO., LTD. and its subsidiary (CHIA HER Group) on December 31, 2022 and 2021, as well as the Consolidated Comprehensive Profit and Loss Statement, Consolidated Statement of Changes in Equity and Consolidated Cash Flow Statement from January 1 to December 31, 2022 and 2021, and Notes to the Consolidated Financial Reports (including summary of significant accounting policies) have been audited by the CPA.

In accordance with the opinion of the CPA, based on the audit results of the CPA and the audit reports of other CPA (please refer to the other items section), the above Consolidated Financial Reports has been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations and Explanatory Notes approved and issued into effect by the Financial Supervisory Commission, which is sufficient to fairly express the consolidated financial position of CHIA HER Group on December 31, 2022 and 2021, and the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2022 and 2021.

The basis of the audit opinion

The CPA conducts the audit work in accordance with the rules for auditing and certifying Financial Statements and auditing standards. The responsibilities of the CPA under these standards will be further explained in the responsibility section of the CPA's audit of the Consolidated Financial Reports. The personnel of the firm to which the CPA belongs who are subject to the independence standards have maintained independence from CHIA HER Group in accordance with the professional ethics standards for CPAs, and have performed other responsibilities under the standards. Based on the audit results of the CPA and the audit reports of other CPAs, we believe that sufficient and appropriate audit evidence has been obtained as the basis for expressing our audit opinion.

Other items

Some of the subsidiaries and affiliates included in the Consolidated Financial Reports of CHIA HER Group have not been audited by the CPA, but have been audited by other CAPs. Therefore, in our opinion on the Consolidated Financial Reports, the amounts listed in the Financial Reports of these subsidiaries and affiliates are based on the audit reports of other

CPAs. The total assets of the aforementioned subsidiaries on December 31, 2022 and 2021 respectively accounted for 3.05% and 5.55% of the total consolidated assets, and the net operating revenue from January 1 to December 31, 2022 and 2021 respectively accounted for 0.49% and 0.44% of the total consolidated operating revenue. In addition, investments accounted for using the equity method recognized in these affiliates accounted for 3.26% and 2.71% of total consolidated assets as of December 31, 2022 and 2021, respectively; and the share of profit or loss of affiliates using the equity method recognized from January 1 to December 31, 2022 and 2021 accounted for 37.70% and 30.25% of consolidated net income before tax, respectively.

CHIA HER INDUSTRIAL CO., LTD. has prepared Financial Reports of the parent company only for 2022 and 2021, and has issued an unqualified opinion and an audit report on other items and paragraphs by the CPA for reference.

Key audit items

Key audit items refer to the most important items in the audit of CHIA HER Group's Consolidated Financial Reports for 2022, based on the professional judgment of the CPA. These items have been addressed during the audit of the Consolidated Financial Reports as a whole and the formation of an audit opinion. The CPA does not express a separate opinion on these items. The key audit items that the CPA determines should be communicated in the audit report are as follows:

I. Assessment of impairment of accounts receivable

Please refer to Note 4 (7) Financial Instruments of the Consolidated Financial Reports for detailed accounting policies on impairment assessment of accounts receivable; please refer to Note 5 (1) to the Consolidated Financial Reports for details of the uncertainty of accounting estimates and assumptions for impairment assessment of accounts receivable; please refer to Note 6 (3) to the Consolidated Financial Reports on notes receivable and accounts receivable for an explanation of the impairment assessment of accounts receivable.

Explanation of key audit items:

The customers of CHIA HER Group's textile manufacturing business are downstream clothing and other home textile fabric merchants in the textile industry. Its operations are deeply affected by the fluctuations in industrial prosperity, and the payment terms for major customers' accounts receivable are approximately 30-120 days per month. Therefore, the assessment of accounts receivable impairment is subject to significant subjective judgment by the group management. Therefore, the impairment assessment of accounts receivable is one of the important evaluation items for the CPA's audit of CHIA HER Group's Consolidated Financial Reports.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit items mentioned above include:

Review accounts receivable aging reports, analyze changes in accounts

receivable aging, and execute sampling procedures to check the accuracy of accounts receivable aging reports.

Review the collection situation of accounts receivable after the payment period, and understand how the management assesses the possibility of recovery for overdue accounts receivable that have not yet been received and have not included expected credit losses, in order to assess the rationality of CHIA HER Group's expected credit loss provision for accounts receivable.
Review the accuracy of CHIA HER Group's provision for impairment of accounts receivable in the past, and compare it with the expected credit loss of accounts receivable estimated in the current period to assess whether the current estimation method and assumptions are appropriate.
Assess whether the disclosure of expected credit losses related to accounts receivable by CHIA HER Group is appropriate.

II. Inventory evaluation

Please refer to Note 4 (8) to the Consolidated Financial Reports for detailed accounting policies related to inventory evaluation; please refer to Note 5 (2) to the Consolidated Financial Reports for the uncertainty of accounting estimates and assumptions of the net realizable value of inventory evaluation; please refer to Note 6 (5) to the Consolidated Financial Reports for an explanation of the net realizable value evaluation of inventory evaluation.

Explanation of key audit items:

CHIA HER Group's inventory is measured based on the lower of cost and net realizable value. The textile manufacturing business operated by the Group belongs to the textile industry's downstream fabric suppliers in civilian-oriented industry, and product prices are deeply affected by market fluctuations, resulting in the risk that the cost of generating inventory may exceed its net realizable value. Therefore, inventory evaluation is one of the important evaluation items for the CPA in conducting the audit of CHIA HER Group's Consolidated Financial Reports.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit items mentioned above include:

Understand the sales prices adopted by the management of CHIA HER Group and the changes in future inventory market prices to assess the reasonableness of the net realizable value of inventory, and implement sampling procedures to check the accuracy of the inventory net realizable value detailed statement.
Review the inventory age report, analyze the changes in inventory age for each period, and execute sampling procedures to check the accuracy of the inventory age table.
Review the accuracy of CHIA HER Group's past provision for inventory allowances to assess whether the current valuation method and assumptions are appropriate.

Assess whether the disclosure of inventory allowance related information by CHIA HER Group is appropriate.
III. Evaluation of investment real estate

Please refer to Note 4 (10) Investment Real Estate to the Consolidated Financial Reports for the detailed accounting policies related to the evaluation of investment real estate; please refer to Note 5 (3) to the Consolidated Financial Reports for the uncertainty of accounting estimates and assumptions about the evaluation of investment real estate; please refer to Note 6 (10) Investment Real Estate to the Consolidated Financial Reports for the description of the fair value of investment real estate evaluation. Explanation of key audit items:

The subsequent measurement of the investment real estate of CHIA HER Group adopts the fair value model, and the management entrusts external real estate appraisers to perform the evaluation of the investment real estate. Because the complexity of the evaluation method and the input value information are unobservable information, the fair value may have a risk of false expression. Therefore, the evaluation of the investment real estate is one of the important evaluation items for the CPA to perform the audit of the Consolidated Financial Reports of CHIA HER Group.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit items mentioned above include:

Assess the qualifications and independence of external real estate appraisers appointed by CHIA HER Group.
Appoint financial management experts to inspect the applicability of the evaluation method and the rationality of the evaluation trial process, the rationality of the main assumptions or input values (such as discount rate, expected market rent growth rate and return capitalization rate) in the evaluation method, and whether there are significant differences from the previous period.
Understand whether there is a reasonable basis for the assumptions, estimates, and parameters used in the valuation report, and whether there are significant differences from the previous period.
Assess whether the disclosure of investment real estate evaluation related information by CHIA HER Group is appropriate.

Responsibilities of management and governance units for Consolidated Financial Reports

The manager's responsibility is to prepare properly expressed Consolidated Reports in accordance with the Regulations Governing the Preparation of Consolidated Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standard, and their interpretations and interpretation announcements recognized and issued by the Financial Supervisory Commission, and to maintain the necessary internal control related to the preparation of Consolidated Financial Statements, so as to ensure that there is no material false expressions in the Consolidated

Financial Reports, which is due to fraud or error.

When preparing the Consolidated Financial Reports, the responsibility of the manager also includes evaluating the ability of CHIA HER Group to continue operations, disclosing relevant items, and adopting the accounting basis for continuing operations, unless the manager intends to liquidate CHIA HER Group or cease operations, or there is no practical alternative to liquidation or cessation of operations.

The governance unit (including the audit committee) of CHIA HER Group is responsible for overseeing the financial reporting process.

Responsibility of CPA to Audit Consolidated Financial Reports

The purpose of the CPA's audit of the Consolidated Financial Reports is to obtain reasonable assurance as to whether there are any material false expressions caused by fraud or error in the Consolidated Financial Reports as a whole, and to issue an audit report. Reasonable assurance is a high degree of assurance, but the audit work carried out in accordance with auditing standards cannot guarantee the detection of significant false expressions in the Consolidated Financial Reports. False expressions may be due to fraud or error. If an individual amount or total amount that is not truthfully expressed can reasonably be expected to affect the economic decisions made by users of the Consolidated Financial Statements, it is considered significant.

The CPA uses professional judgment and suspicion when conducting audits in accordance with auditing standards. The CPA also performs the following tasks:

(1) Identify and assess the risk of significant false expressions in the Consolidated Financial Reports due to fraud or error; Design and implement appropriate response strategies for the assessed risks; And obtain sufficient and appropriate audit evidence as the basis for the audit opinion. Since fraud may involve collusion, forgery, intentional omission, misrepresentation or overstepping internal control, the risk of not detecting material misrepresentation resulting from fraud is higher than that resulting from error.
(2) Obtain the necessary understanding of the internal control related to the audit to design the appropriate audit procedures under the circumstances, but the purpose is not to express opinions on the effectiveness of CHIA HER Group's internal control.
(3) Assess the appropriateness of accounting policies adopted by manager, as well as the reasonableness of accounting estimates and related disclosures made.
(4) Based on the audit evidence obtained, make a conclusion on the appropriateness of the manager's adoption of the going concern accounting basis, and whether there are significant uncertainties in the events or circumstances that may cause major doubts about the ability of CHIA HER Group to continue its operations. If the CPA believe that there is a significant uncertainty in these events or situations, he or she must remind the users of the Consolidated Financial Reports to pay attention to the relevant disclosure of the Consolidated Financial Reports in the audit report, or amend the audit opinion when the disclosure is not appropriate. The conclusion of the CPA is based on the audit evidence obtained as of the audit report date.

However, future events or circumstances may result in CHIA HER Group no longer having the ability to continue operating.

(5) Assess the overall expression, structure and content of Consolidated Financial Reports ( including related notes ), and whether Consolidated Financial Reports are appropriate to express related transactions and events.
(6) Obtain sufficient and appropriate audit evidence for the financial information of the parent company only within the group to express opinions on the Consolidated Financial Reports. The CPA is responsible for the guidance, supervision and implementation of the Group's audit cases, and is responsible for forming the Group's verification opinions.

The CPA also provides the governing unit with the statement that the personnel of the accounting firm subject to the independence standards have complied with the professional ethics standards for CPAs on independence, and communicates with the governing unit on all relationships and other items (including relevant protective measures) that may be considered to affect the independence of CPAs.

The CPA has decided on the key audit items for the audit of CHIA HER Group's 2022 Consolidated Financial Reports based on communication with the governance unit. The CPA specifies these items in the audit report, unless laws and regulations prohibit the public disclosure of specific items, or in extremely rare circumstances, the CPA decides not to communicate specific items in the audit report, as it can be reasonably expected that the negative impact of such communication will be greater than the public interest it enhances.

KPMG Taiwan

Hsu, Chen-Lung

==> picture [38 x 40] intentionally omitted <==

CPA:

Su, Yen-Ta

==> picture [41 x 40] intentionally omitted <==

Approval and Letter No. certified : Finance-Supervisory-Securiti number of es-Issuance-0960069825 the securities Letter No. regulatory Finance-Supervisory-Securiti authority es-Issuance-1070304941 March 29, 2023

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Balance Sheet As of December 31, 2022 and 2021

Expressed in thousands of NTD

December 31, 2022 Assets Amount ％ Current assets: 1100 Cash and cash equivalents (Note 6 (1)) $ 87,976 2 1110 Financial assets measured at fair value through profit or loss - current (Note 6 (2)) 15,731 - 1120 Financial assets measured at fair value through other comprehensive profits and losses - current (Notes 6 (2) and 8) 77,158 2 1150 Net amount of notes receivable (Note 6 (3) (20)) 16,387 - 1170 Net accounts receivable (Note 6 (3) (20)) 124,050 2 1180 Accounts receivable - net amount of related parties (Notes 6 (3) (20) and 7) 7 - 1200 Other receivables (Note 6 (4)) 6,567 - 1210 Other receivables - related parties (Notes 6 (4) and 7) 14,794 - 1310 Inventory (Notes 6 (5), 7 and 8) 1,824,291 30 1410 Prepayments 7,231 - 1476 Other financial assets - current (Note 8) 66,794 1 1479 Other current assets 57,786 1 2,298,772 38 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive profits and losses - non-current (Notes 6 (2) and 8) 430,566 7 1550 Investments accounted for using the equity method (Notes 6 (6) and 8) 200,594 3 1600 Real estate, plant and equipment (Notes 6 (8), 8 and 9) 399,247 7 1755 Right-of-use assets (Note 6 (9)) 569,175 9 1760 Net investment real estate (Notes 6 (10) (14), 7 and 8) 2,197,271 36 1920 Refundable deposit 29,953 - 1995 Other non-current assets 2,049 - 3,828,855 62 Total assets $ 6,127,627 100	December 31, 2022 Assets Amount ％ Current assets: 1100 Cash and cash equivalents (Note 6 (1)) $ 87,976 2 1110 Financial assets measured at fair value through profit or loss - current (Note 6 (2)) 15,731 - 1120 Financial assets measured at fair value through other comprehensive profits and losses - current (Notes 6 (2) and 8) 77,158 2 1150 Net amount of notes receivable (Note 6 (3) (20)) 16,387 - 1170 Net accounts receivable (Note 6 (3) (20)) 124,050 2 1180 Accounts receivable - net amount of related parties (Notes 6 (3) (20) and 7) 7 - 1200 Other receivables (Note 6 (4)) 6,567 - 1210 Other receivables - related parties (Notes 6 (4) and 7) 14,794 - 1310 Inventory (Notes 6 (5), 7 and 8) 1,824,291 30 1410 Prepayments 7,231 - 1476 Other financial assets - current (Note 8) 66,794 1 1479 Other current assets 57,786 1 2,298,772 38 Non-current assets: 1517 Financial assets measured at fair value through other comprehensive profits and losses - non-current (Notes 6 (2) and 8) 430,566 7 1550 Investments accounted for using the equity method (Notes 6 (6) and 8) 200,594 3 1600 Real estate, plant and equipment (Notes 6 (8), 8 and 9) 399,247 7 1755 Right-of-use assets (Note 6 (9)) 569,175 9 1760 Net investment real estate (Notes 6 (10) (14), 7 and 8) 2,197,271 36 1920 Refundable deposit 29,953 - 1995 Other non-current assets 2,049 - 3,828,855 62 Total assets $ 6,127,627 100	December 31, 2022 Amount ％ $ 904,478 15 185,318 3 51,305 1 37,735 1 147,414 2 91,459 1 165,659 3 66,938 1 114,293 2 62,367 1 - - 199,093 3	December 31, 2021
			Amount ％ 981,392 15 167,115 3 105,659 2 45,538 1 186,483 3 79,939 1 194,506 3 60,496 1 110,535 2 53,108 1 25,000 - 157,707 2
2,298,772 38
		2,026,059 33	2,167,478 34
430,566 7 200,594 3 399,247 7 569,175 9 2,197,271 36 29,953 - 2,049 -
		1,634,939 27 383,475 6 476,387 8 15,850 - 10,324 -	1,697,699 27 404,507 7 588,833 9 21,413 - 10,248 -
		2,520,975 41	2,722,700 43
		4,547,034 74	4,890,178 77
3,828,855 62 $ 6,127,627 100
		(18)): 807,613 13 110,027 2 83,873 1 542,738 9	1,134,153 18 108,350 2 (364,990) (6) 566,419 9
		1,544,251 25	1,443,932 23
		36,342 1	22,199 -
		1,580,593 26	1,466,131 23
	100
		$ 6,127,627 100	6,356,309 100

==> picture [42 x 42] intentionally omitted <==

Chairman: Weng, Wei-Hsiang

(Please refer to attached Notes to the Consolidated Financial Reports for more details.) President: Wu, Chien-Tung

Chief Accounting Officer: Weng, Wei-Chun

==> picture [44 x 41] intentionally omitted <==

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Comprehensive Profit and Loss Statement

As of from January 1 to December 31, 2022 and 2021 Expressed in thousands of NTD

4000Net operating revenue (Notes 6 (14) (20) and 7) 5000Operating costs (Notes 6 (5) (13) (15) (21), 7 and 12) 5900Gross profit 6000Operating expenses (Note 6 (3) (4) (13) (15) (18) (21), 7 and 12) 6100 Promoting expenses 6200 Management expenses 6300 Research and development expenses 6450 Expected credit impairment losses (profits) 6900Net operating loss 7000Non-operating income and expenses (Note 6 (2) (5) (6) (10) (12) (13) (22) and 7): 7100 Interest income 7010 Other income 7020 Other profits and losses 7255 Fair value adjustment profit - investment real estate 7050 Financial costs 7060 Share of profits and losses of subsidiaries and affiliates recognized using the equity method 7900Profit before income tax 7950Less: income tax expense (Note 6 (16)) 8200Net profit for the period 8300Other comprehensive profits and losses (Note 6 (6) (15) (16) (17)): 8310 Items not reclassified to profits or losses 8311 Re-measurement of determining benefit plans 8316 Unrealized appraisal profits and losses of equity instrument investment measured at fair value through other comprehensive profits and losses 8321 Re-measurement of defined benefit plans for affiliates recognized using the equity method 8326 Unrealized appraisal profits and losses of equity instrument investment measured at fair value through other comprehensive profits and losses of affiliates recognized by the equity method 8349 Less: income tax related to items not reclassified to profits and losses 8300Other comprehensive profits (losses) for the period (net after tax) 8500Total comprehensive profits and losses for the period The net profit for the current period belongs to: 8610 Parent company owner 8620 Non-controlling interests Total comprehensive profits and losses for the period attributes to: 8710 Parent company owner 8720 Non-controlling interests Earnings per share (Note 6 (19)) (Unit: NT$) 9750Basic earnings per share 9850Diluted earnings per share	2022 Amount ％ $ 2,484,187 100 2,201,379 89	2021
		Amount ％ 2,785,873 100 2,532,688 91 253,185 9 180,436 6 142,812 6 66,813 2 35,359 1 425,420 15 (172,235) (6) 161 - 10,541 - 69,904 3 241,659 8 (91,007) (3) 22,553 1 253,811 9 81,576 3 7,338 - 74,238 3 (5,977) - 107,914 3 29 - (11,528) - - - 90,438 3 164,676 6 75,289 3 (1,051) - 74,238 3 165,022 6 (346) - 164,676 6 1.20
	282,808 11
	142,684 6 157,132 6 67,115 2 (25,743) (1)
	341,188 13
	(58,380) (2)
	365 - 11,675 - 28,900 1 184,164 8 (91,650) (4) 41,828 2
	175,282 7
	116,902 5 18,266 1
	98,636 4
	4,353 - (4,544) - 466 - (17,311) (1) - -
	(17,036) (1)
	$ 81,600 3
	$ 85,455 3 13,181 1
	$ 98,636 4
	$ 67,457 2 14,143 1
	$ 81,600 3
	$ 1.09
	$ 1.07	1.02

(Please refer to attached Notes to the Consolidated Financial Reports for more details.) Chairman: Weng, President: Wu, Chien-Tung Chief Accounting Officer: Wei-Hsiang Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Statement of Changes in Equity

As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

Equity attributable to owners of the parent company

	Share capital		Capital surplus 101,993	Undistributed surplus (loss to be covered) (391,856) 75,289 (5,956) 69,333 - - (37,237) - 181 (5,411) - (364,990) 85,455 4,678 90,133 - 364,900 - (7,175) 1,005 83,873	Otherequityitems	Otherequityitems		Total equity attributable to owners of the parent company 1,053,762	Totalequity 1,084,525
					Unrealized (losses) profits of financial assets measured at fair value through other comprehensive profits and losses	Revaluation reserve 472,672	Total 465,500 - 95,689 95,689 - - - - (181) 5,411 - 566,419 - (22,676) (22,676) - - - - (1,005) 542,738
Share capital of ordinary share	Advance received share capital - - - - - - - - - - - - -	Total 878,125
$ 878,125					(7,172)
- -		- -	- -	75,289 (5,956)	- 95,689	- -		75,289 89,733	74,238 90,438
-		-	-	69,333	95,689	-		165,022	164,676
- 15,791 240,237 - - -		- 15,791 240,237 - - -	2,965 1,200 - 2,192 - -	- - (37,237) - 181 (5,411) -	- - - - (181) 5,411 -	- - - - - -		2,965 16,991 203,000 2,192 - -	2,965 16,991 203,000 2,192 - (8,218)
1,134,153		1,134,153	108,350	(364,990)	93,747	472,672		1,443,932	1,466,131
- -		- -	- - - 758 - 919 - - 110,027	85,455 4,678	- (22,676)	- -		85,455 (17,998)	98,636 (17,036)
-	-	-		90,133	(22,676)	-		67,457	81,600
- (364,900) 5,262 32,175 -	- - 923 - -	- (364,900) 6,185 32,175 -		- 364,900 - (7,175) 1,005	- - - - (1,005)	- - - - -		758 - 7,104 25,000 -	758 - 7,104 25,000 -
$ 806,690	923	807,613		83,873	70,066	472,672		1,544,251	1,580,593

Chairman: Weng, Wei-Hsiang

(Please refer to attached Notes to the Consolidated Financial Reports for more details.) President: Wu, Chien-Tung

Chief Accounting Officer: Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Cash Flow Statement As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

Cash flow of operating activities: Profit before income tax for the period Adjustment items: Income and loss items that do not affect cash flow Depreciation expenses Expected credit impairment losses (profits) Net loss (profit) of financial assets measured at fair value through profits or losses Interest expenses Interest income Dividend income Using the equity method to recognize the share of profits in subsidiaries and affiliates Disposal of real estate, plant and equipment losses Losses (profits) from disposal of investment real estate Unrealized foreign currency exchange losses (profits) Fair value adjustment profits of investment real estate Share-based compensation cost Total income and loss items that do not affect cash flow Changes in assets/liabilities related to operating activities: Net changes in assets related to operating activities: Decrease (increase) in financial assets measured at fair value through profits or losses Decrease in notes receivable Decrease in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease (increase) in other receivables Increase in other receivables - related parties Decrease in inventory Decrease (increase) in prepayment Decrease (increase) in other current assets Total net changes in assets related to operating activities Net changes in liabilities related to operating activities: Increase (decrease) in contractual liabilities Increase (decrease) in notes payable Increase (decrease) in notes payable - related parties Increase (decrease) in accounts payable Increase in accounts payable - related parties Decrease in other payables Increase (decrease) in other payables - related parties Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities Total net changes in liabilities related to operating activities Total net changes in assets and liabilities related to operating activities Total adjustment items: Cash inflows from operations Interest received Dividends received Interest paid Income tax paid Net cash inflows from operating activities Cash flow from investment activities: Disposal of financial assets measured at fair value through other comprehensive profits and losses Decrease (increase) in other receivables - related parties Cash dividends received from equity method investments Acquisition of real estate, plant and equipment Disposal of real estate, plant and equipment losses Disposal of investment real estate price Decrease (increase) in deposits Decrease (increase) in other financial assets - current Decrease in other non-current assets Net cash inflows (outflows) from investment activities Cash flow from financing activities: Decrease in short-term loans Borrowing long-term loans Repayment of long-term loans Repayment of lease principal Increase in other payables - related parties Increase (decrease) in other non-current liabilities Decrease of non-controlling interests Exercise of employee share subscription Net cash outflow from financing activities The impact of exchange rate fluctuations on cash and cash equivalents Increase (decrease) in cash and cash equivalents for the current period Opening cash and cash equivalents balance Closing cash and cash equivalents balance	2022 $ 116,902	2021 81,576
	161,707 (25,743) 2,131 91,650 (365) (11,675) (41,828) 150 (97) (578) (184,164) 758	146,149 35,359 (2,035) 91,007 (161) (10,541) (22,553) 2 16,211 4,755 (241,659) 2,965
	(8,054)	19,499
	(10,693) 4,188 17,236 (7) 45,636 (1,311) 141,959 (1,261) 26,754	23,499 1,730 61,830 3,220 (28,090) (2,615) 201,185 4,174 (29,436)
	222,501	235,497
	18,203 (54,354) (7,803) (39,069) 11,520 (29,485) (4,744) 667 (1,210)	(1,067) 71,730 45,538 20,117 7,951 (26,987) 1,423 (17,960) (1,874)
	(106,275)	98,871
	116,226	334,368
	108,172	353,867
	225,074 369 11,675 (89,945) (39,318)	435,443 157 10,541 (86,758) (92,758)
	107,855	266,625
	- 2,000 - (126,378) 47 12,433 (13,318) 81,727 1,515	17,419 (2,000) 6,925 (57,106) - 268,243 1,102 (66,558) 5,319
	(41,974)	173,344
	(77,166) 164,290 (185,664) (111,849) 10,000 47 - 7,104	(463,164) 214,910 (103,534) (108,857) 40,000 (97) (6,026) 16,991
	(193,238)	(409,777)
	18	115
	(127,339) 215,315	30,307 185,008
	$ 87,976	215,315

==> picture [44 x 40] intentionally omitted <==

(Please refer to attached Notes to the Consolidated Financial Reports for more details.) Chairman: Weng, Wei-Hsiang President: Wu, Chien-Tung

Chief Accounting Officer: Weng,

Wei-Chun

【Attachment II】 Audit Committee’s Review Report on the 2022 Final Accounting Books and Statements

Audit Committee’s Review Report

The board of directors have compiled and delivered the Company’s 2022 Business Reports, the Financial Statements for the year ended December 31, 2022, and the Profit Distribution Table, among which, the Financial Statements has been audited by independent auditors, Hsu, Chen-Lung and Su, Yen-Ta of KPMG Taiwan with an independent auditor’s report issued. The Audit Committee have found the above Business Reports, Financial Statements, and Profit Distribution Table to be in order and have prepared this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for ratification.

Hereby present to

The Company’s 2023 Regular Shareholders’ Meeting

CHIA HER INDUSTRIAL CO., LTD.

Convener of the Audit Committee: Lin, Chih-Lung (Signature)

March 29, 2023

【Attachment III】Profit Distribution Table

CHIA HER INDUSTRIAL CO., LTD. Profit Distribution Table Year 2022

Unit: NT$

Items	Subtotal	Total
Beginning retained earnings		(364,989,045)
Capital reduction to make upfor losses	364,900,000
Conversion of convertible corporate bonds	(7,175,020)
Associate's disposal of equity instruments designated at fair value throughothercomprehensiveincome	1,004,365
Other comprehensive income for theperiod	4,677,520
Netprofit after tax for theyear	85,455,387	448,862,252
Distributable netprofit		83,873,207
Legal reserve(10%)	(8,387,321)
Distributed items:
Dividend to shareholders - shares (NT$0.3 per share to be distributed)	(24,231,380)	(32,618,701)
Unappropriated retained earnings		51,254,506

Chairman: Weng, Wei-Hsiang

==> picture [42 x 42] intentionally omitted <==

President: Wu, Chien-Tung

==> picture [41 x 43] intentionally omitted <==

Principal Accounting Officer: Weng, Wei-Chun

==> picture [43 x 41] intentionally omitted <==

【Attachment IV】The results of implementation of the sound business plan

Items	Items	2022	2021	Increase/ Decrease	Rate of change
		Amount	Amount	Amount	%
Operatingrevenue		2,484,187	2,785,873	(301,686)	(11)
Operatingcosts		2,201,379	2,532,688	(331,309)	(13)
Grossprofit		282,808	253,185	29,623	12
Operatingexpenses		341,188	425,420	(84,232)	(20)
Net operatingloss		(58,380)	(172,235)	(113,855)	(66)
Non-operating income and expenses		175,282	253,811	(78,529)	(31)
Profit (loss) before income tax		116,902	81,576	35,326	43
Less: Income tax expense		18,266	7,338	10,928	149
Net income(loss)for theperiod		98,636	74,238	24,398	33
Other comprehensive income for the period (net of Income tax)		(17,036)	90,438	(107,474)	(119)
Total comprehensive income (loss)for theperiod		81,600	164,676	(83,076)	(50)
Profitability	Return on total assets (%)	2.75	2.31	0.44	19
	Returnonequity (%)	6.47	5.82	0.65	11
	Ratio of income before taxto paid-incapital(%)	14.48	7.19	7.29	101
	Net profitmargin(%)	3.97	2.66	1.31	49
	Earnings per share (NT$)	1.09	1.2	(0.11)	(9)

1. Reasons for differences:

(1) The decrease in operating revenue was mainly due to less construction revenue and fewer number of the transfer of property ownership by Daying Factory.
(2) The reasons for the decrease in operating costs are the same as described in item (1).
(3) The increase in gross profit was mainly due to the increase in the gross profit from the Company’s regular business
(4) The decrease in net operating loss was mainly due to the increase in the gross profit from the Company’s regular business.
(5) The reasons for the increase in net profit before tax are the same as described in item (3).

(6) The increase in income tax expense was mainly due to the increase in recognition of income tax on the fair value adjustment.
(7) The decrease in other comprehensive income for the period was mainly due to the decrease in unrealized gains (losses) measure at fair value.
(8) The reasons for the decrease in comprehensive income for the period are the same as described in item (7).
Description of profitability:

The ratio of income before tax to paid-in capital and net profit margin for 2022 increased compared with the same period last year, mainly due to the capital reduction in 2022 and the increase in net profit for 2022.

【Attachment V】The comparison of Articles of Incorporation before and after amendments

Article No.		Revised text	Original text	Remarks
Article2		The scope of business of the Company shall be as follows: 1. C301010 Spinning of Yarn 2. C302010 Weaving of Textiles 3. C305010 Printing, Dyeing, and Finishing 4. C306010 Wearing Apparel 5. C399990 Other Textile and Products Manufacturing 6. CD01020 Rail Vehicle and Parts Manufacturing 7. CD01030 Motor Vehicles and Parts Manufacturing 8. CD01060 Aircraft and Parts Manufacturing 9. CD01990 Other Transport Equipment and Parts Manufacturing 10. CF01011 Medical Devices Manufacturing 11. CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified 12. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories 13. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures 14. F107020 Wholesale of Dyes and Pigments 15. F107200 Wholesale of Chemical Feedstock 16. F108031 Wholesale of Medical Devices 17. F108040 Wholesale of Cosmetics	The scope of business of the Company shall be as follows: 1. C301010 Spinning of Yarn 2. C302010 Weaving of Textiles 3. C305010 Printing, Dyeing, and Finishing 4. C306010 Wearing Apparel 5. C399990 Other Textile and Products Manufacturing 6. CD01020 Rail Vehicle and Parts Manufacturing 7. CD01030 Motor Vehicles and Parts Manufacturing 8. CD01060 Aircraft and Parts Manufacturing 9. CD01990 Other Transport Equipment and Parts Manufacturing 10. CF01011 Medical Devices Manufacturing 11. CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified 12. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories 13. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures 14. F107020 Wholesale of Dyes and Pigments 15. F107200 Wholesale of Chemical Feedstock 16. F108031 Wholesale of Medical Devices	Added

Article No.		Revised text	Original text	Remarks
		18.~~17.~~F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories 19.~~18.~~F114070 Wholesale of Aircraft and Component Parts Thereof 20.~~19.~~F114080 Wholesale of Track Vehicle and Component Parts Thereof 21.~~20.~~F114990 Wholesale of Other Traffic Means of Transport and Component Parts Thereof 22.~~21.~~F120010 Wholesale of Refractory Materials 23.~~22.~~F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories 24.~~23.~~F207020 Retail Sale of Dyes and Pigments 25.~~24.~~F208031 Retail Sale of Medical Apparatus 26. F208040 Retail Sale of Cosmetics 27.~~25.~~F301010 Department Stores 28.~~26.~~F301020 Supermarkets 29.~~27.~~F401010 International Trade 30.~~28.~~F501060 Restaurants 31. G801010 Warehousing 32.~~29.~~H701010 Housing and Building Development and Rental 33.~~30.~~H701020 Industrial Factory Development and Rental 34.~~31.~~H701040 Specific Area Development	17. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories 18. F114070 Wholesale of Aircraft and Component Parts Thereof 19. F114080 Wholesale of Track Vehicle and Component Parts Thereof 20. F114990 Wholesale of Other Traffic Means of Transport and Component Parts Thereof 21. F120010 Wholesale of Refractory Materials 22. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories 23. F207020 Retail Sale of Dyes and Pigments 24. F208031 Retail Sale of Medical Apparatus 25. F301010 Department Stores 26. F301020 Supermarkets 27. F401010 International Trade 28. F501060 Restaurants 29. H701010 Housing and Building Development and Rental 30. H701020 Industrial Factory Development and Rental 31. H701040 Specific Area Development	Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Added Serial Number changed Serial Number changed Serial Number changed Serial Number changed Added Serial Number changed Serial Number changed Serial Number changed

Article No.	Revised text	Original text	Remarks
	35.~~32.~~H701050 Investment, Development and Construction in Public Construction 36.~~33.~~H701060 New Towns, New Community Development 37.~~34.~~H703090 Real Estate Business 38.~~35.~~I301030 Electronic Information Supply Services 39.~~36.~~I501010 Product Designing 40.~~37.~~I502010 Clothing Designing 41.~~38.~~IG03010 Energy Technical Services 42.~~39.~~J101990 Other Environmental Sanitation and Pollution Prevention Service 43.~~40.~~ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval	32. H701050 Investment, Development and Construction in Public Construction 33. H701060 New Towns, New Community Development 34. H703090 Real Estate Business 35. I301030 Electronic Information Supply Services 36. I501010 Product Designing 37. I502010 Clothing Designing 38. IG03010 Energy Technical Services 39. J101990 Other Environmental Sanitation and Pollution Prevention Service 40. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to specialapproval	Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed Serial Number changed
Article 10	Shareholders’ meetings of the Company are of two kinds: (1) regular meeting and (2) special meeting. Regular meetings shall be convened at least once a year by the board of directors within six months after the close of each fiscal year. Special meetings shall be convened whenever necessary according to the laws and regulations. The Company may hold its shareholders’ meeting by means of visual communication network or other methods promulgated by the central competent authority. (Therestis omitted.)	Shareholders’ meetings of the Company are of two kinds: (1) regular meeting and (2) special meeting. Regular meetings shall be convened at least once a year by the board of directors within six months after the close of each fiscal year. Special meetings shall be convened whenever necessary according to the laws and regulations. The Company may hold its shareholders’ meeting by means of visual communication network or other methods promulgated by the central competent authority. (Therestis omitted.)	Textual amendments

Article No.		Revised text	Original text	Remarks
Article 27		(Employees’compensation and remuneration to directors) If there is profit at the end of each fiscal year,not less than 4% of profit distributable as employees’ compensation and not more than 4% of profit distributable as remuneration to directors shall be appropriated. However, the Company’s accumulated losses shall have been covered first. The Company may have the profit distributable as employees’ compensation distributed in the form of shares or in cash. Qualification requirements of employees entitled to receive shares or cash as employees’ compensation in accordance with the provisions of the ~~preceding~~ ~~paragraph~~ may include specific employees of subsidiaries of the company meeting certain specific requirements. The “requirements” and “specific employees” thereof shall be determined by a resolution adopted by the board of directors. ~~If the Company has earnings~~ ~~when accounts closed at year~~ ~~end, after the income tax~~ ~~payable has been reserved, it~~ ~~shall first make up the losses~~ ~~for the preceding years and~~ ~~then set aside a legal reserve~~ ~~of 10% of the net profit.~~ ~~However,~~ ~~when~~ ~~the~~ ~~legal~~ ~~reserve~~ ~~amounts~~ ~~to~~ ~~the~~ ~~authorized capital, this shall~~ ~~not apply. After appropriating~~ ~~or reversing another sum as~~ ~~special reserve in accordance~~ ~~with the laws and regulations~~ ~~or~~ ~~as~~ ~~specified~~ ~~by~~ ~~the~~ ~~competent authority, for the~~ ~~remaining profit, the board of~~ ~~directors shall prepare the~~ ~~proposal for surplus earning~~ ~~distribution,~~ ~~and~~ ~~if~~ ~~such~~ ~~surplus earning is distributed~~ ~~in the form of new shares to~~ ~~be issued by the company,~~	If there is profit at the end of each fiscal year, 4% of profit distributable as employees’ compensation and not more than 4% of profit distributable as remuneration to directors shall be appropriated. However, the Company’s accumulated losses shall have been covered first. Qualification requirements of employees entitled to receive shares or cash as employees’ compensation set out in the preceding paragraph may include specific employees of subsidiaries of the company meeting certain specific requirements. The “requirements” and “specific employees” thereof shall be determined by a resolution adopted by the board of directors. If the Company has earnings when accounts closed at year end, after the income tax payable has been reserved, it shall first make up the losses for the preceding years and then set aside a legal reserve of 10% of the net profit. However, when the legal reserve amounts to the authorized capital, this shall not apply. After appropriating or reversing another sum as special reserve in accordance with the laws and regulations or as specified by the competent authority, for the remaining profit, the board of directors shall prepare the proposal for surplus earning distribution, and if such surplus earning is distributed in the form of new shares to be issued bythe company,	Modification of the scope of the reservation for employees’ compensation Separation of the provisions set out for employees’ compensation and remuneration to directors and for the dividend policy

Article No.		Revised text	Original text	Remarks
		~~such~~ ~~distribution~~ ~~shall~~ ~~be~~ ~~made~~ ~~after~~ ~~it~~ ~~has~~ ~~been~~ ~~submitted to the shareholders~~’ ~~meeting~~ ~~for~~ ~~review~~ ~~and~~ ~~approval by a resolution.~~ ~~The Company may authorize~~ ~~the distributable dividends and~~ ~~bonuses or legal reserve and~~ ~~capital reserve in whole or in~~ ~~part, if to be paid in cash, after~~ ~~a resolution has been adopted~~ ~~by a majority vote at a meeting~~ ~~of the board of directors~~ ~~attended by two-thirds of the~~ ~~total number of directors; and~~ ~~in addition thereto a report of~~ ~~such~~ ~~distribution~~ ~~shall~~ ~~be~~ ~~submitted to the shareholders~~’ ~~meeting.~~	such distribution shall be made after it has been submitted to the shareholders’ meeting for review and approval by a resolution. The Company may authorize the distributable dividends and bonuses or legal reserve and capital reserve in whole or in part, if to be paid in cash, after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.
Article 27-1		(Dividend policy) If the Company has earnings when accounts closed at year end, after the income tax payable has been reserved, it shall first make up the losses for the preceding years and then set aside a legal reserve of 10% of the net profit. However, when the legal reserve amounts to the authorized capital, this shall not apply. After appropriating or reversing another sum as special reserve in accordance with the laws and regulations or as specified by the competent authority, for the remaining profit, the board of directors shall prepare the proposal for surplus earning distribution. If such surplus earning is distributed in the form of new shares to be issued by the company, such distribution shall be made after it has been submitted to the shareholders’meeting for		Separation of the provisions set out for employees’ compensation and remuneration to directors and for the dividend policy

Article No.		Revised text	Original text	Remarks
		review and approval by a resolution; if such surplus earning is distributed in the form of cash, such distribution shall be made after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. ~~The dividends paid to~~ ~~shareholders may be~~ ~~distributed in the form of~~ ~~shares or in cash, of which~~ ~~cash dividends shall not be~~ ~~less than 10% of the total~~ ~~distributed dividends;~~ ~~however, in the case of a cash~~ ~~dividend per share of less than~~ ~~NT$0.1, the dividends will be~~ ~~distributed in the form of~~ ~~shares instead of cash.~~ The Company shall make the distribution of dividends with reference to the characteristics of changes in the industrial prospect and taking into account the impact of different product life cycles on future capital needs and taxation with the goal of maintaining stable dividends. At least 30% of the current year’s distributable earnings shall be distributed as dividends, and the part distributed in the form of cash shall be at least 10% of the dividend to shareholders of the current year.	The dividends paid to shareholders may be distributed in the form of shares or in cash, of which cash dividends shall not be less than 10% of the total distributed dividends; however, in the case of a cash dividend per share of less than NT$0.1, the dividends will be distributed in the form of shares instead of cash.	Setting the percentage of the distributable earnings to be distributed as stock dividends
Article 30		These Articles of Incorporation are agreed to and signed on December 2, 1972. (The rest is omitted.) The 38th amendment was made on June 24, 2022. The 39th amendment is to be made on June 27, 2023.	These Articles of Incorporation are agreed to and signed on December 2, 1972. (The rest is omitted.) The 38th amendment was made on June 24, 2022.	Addition of an amendment date

【Attachment VI】The roster of director (including independent director) candidates

Job title Category	Name	Educational background	Professional experience	Current position	Name of corporate/ juristic person represented by the director
Director	Weng, Wei-Hsiang	California State University, U.S.A. EMBA in Finance, National Taiwan University	1. Vice President of Chia Her Industrial Co., Ltd. 2. Director (legal representative) of CHADTEX INDUSTRIAL CO., LTD. 3. Director of JETEX INVESTMENT CO., LTD.	1. Chairman (legal representative) of Chia Her Industrial Co., Ltd. 2. Director (legal representative) of CHADTEX INDUSTRIAL CO., LTD. 3. Director of JETEX INVESTMENT CO., LTD.	Po Chang Investment Co., Ltd.
Director	Chen, Jun-hong	Department of Business Administration, the United University, U.S.A.	1. President of Yung Sheng Securities Co., Ltd. 2. Vice President of MasterLink Securities Corp. 3. President of Microbio Co., Ltd. 4. Director and Supervisor of MasterLink Securities Corp.	1. Chairman (legal representative) of MasterLink Securities Corporation 2. President of Taiwan Securities Association 3. Director (legal representative) of Chia Her Industrial Co., Ltd.	Po Chang Investment Co., Ltd.
Director	Weng, Chuan-Hui	Meijo University in Nagoya Department of Law	1. Director (legal representative) of Meng Hui Construction Co., Ltd. 2. Director (legal representative) of I-Gene International Co. Ltd. 3. Supervisor of JETEX INVESTMENT CO., LTD. 4. Supervisor of I-YU INVESTMENT CO., LTD. 5. Director (legal representative) of CHIA YUEN REAL ESTATE DEVELOPMENT CO., LTD. 6. Director (legal representative) of Chia Her Industrial Co., Ltd.	1. Director (legal representative) of Meng Hui Construction Co., Ltd. 2. Director (legal representative) of I-Gene International Co. Ltd. 3. Supervisor of JETEX INVESTMENT CO., LTD. 4. Supervisor of I-YU INVESTMENT CO., LTD. 5. Director (legal representative) of CHIA YUEN REAL ESTATE DEVELOPMENT CO., LTD. 6. Director (legal representative) of Chia Her Industrial Co., Ltd.	Po Chang Investment Co., Ltd.

Job title Category	Name	Educational background	Professional experience	Current position	Name of corporate/ juristic person represented by the director
Director	Weng, Mao-Chin	Komazawa University in Japan	1. Director (legal representative) of Meng Hui Construction Co., Ltd. 2. Director (legal representative) of I-Gene International Co. Ltd. 3. Chairman of JETEX INVESTMENT CO., LTD. 4. Director of I-YU INVESTMENT CO., LTD. 5. Director (legal representative) of CHIA YUEN REAL ESTATE DEVELOPMENT CO., LTD. 6. Supervisor of CHADTEX INDUSTRIAL CO., LTD. 7. Chairman of Chia Her Industrial Co., Ltd. 8. Chairman of CHIA HSING INVESTMENT CO., LTD.	1. Director (legal representative) of Meng Hui Construction Co., Ltd. 2. Director (legal representative) of I-Gene International Co. Ltd. 3. Chairman of JETEX INVESTMENT CO., LTD. 4. Director of I-YU INVESTMENT CO., LTD. 5. Director (legal representative) of CHIA YUEN REAL ESTATE DEVELOPMENT CO., LTD. 6. Supervisor of CHADTEX INDUSTRIAL CO., LTD. 7. Director of Chia Her Industrial Co., Ltd. 8. Chairman of CHIA HSING INVESTMENT CO., LTD.	HOLDING INTERNATIO NAL CO., LTD
Director	Weng, Jung-Chuan	University of Southern California, U.S.A. Master’s degree	Manager of I-An Technology Co., Ltd.	Manager of Chia Her Industrial Co., Ltd.	HOLDING INTERNATIO NAL CO., LTD
Director	Wu, Chien-Tung	Department of Accounting, National Chengchi University	1. Vice President of Underwriting Department, Tai Yu Securities Co., Ltd. 2. In-Charge Auditor, KPMG in Taiwan 3. Passed the CPA examination	1. President of Yung Cheng Accounting Firm 2. Vice Chairman and President of Chia Her Industrial Co., Ltd. 3. Director of Channel Well Technology Co., Ltd. 4. Director of Ching Feng Home Fashions Co., Ltd. 5. Director of Plastron Precision Co., Ltd.

Job title Category	Name	Educational background	Professional experience	Current position
Director	Hsieh, Wen-Chi	Master of Business Administration, National Chung Hsing University	President of PHILO Limited	1. Chairman of PHILO Limited 2. Director of Chia Her Industrial Co., Ltd.
Director	Ting, Yung-Chih	School of Medicine, Chung Shan Medical University	1. Attending Doctor of Nephrology Department, Changhua Christian Hospital 2. Nephrology, Department of Medicine, Taipei Veterans General Hospital 3. Clinical Lecturer, National Yang Ming College of Medicine	Responsible Person of Kenshin Internal Medicine Clinic
Independent Director	Lin, Chih-Lung	Master of Accountancy, National Cheng Kung University	Partner Accountant of Yu Hsin United CPAs Firm	1. Partner Accountant of Chih Li United CPAs Firm 2. Independent Director of Chia Her Industrial Co., Ltd. 3. Director of Nang Kuang Pharmaceutical Co., Ltd. 4. Representative of juristic person director TOPOWER CO.,LTD. 5. Independent Director of Airmate (Cayman) International Co. Limited (Airmate-KY)
Independent Director	Wang, Hsin-Min	Soochow University Department of English Language and Literature	1. Section Chief and Station Director of Kaohsiung City Government Department of Investigation (in charge of anti-corruption, economic crime prevention, etc.) 2. Special Commissioner of TainanCity	Independent Director of Chia Her Industrial Co., Ltd.

Job title Category	Name	Educational background	Professional experience	Current position	Name of corporate/ juristic person represented by the director
			Department of Investigation (leading the Information Security Section to investigate illegal acts) 3. Passed the grade B Investigator Special Examination
Independent Director	Kuo, Nan-Chiang	Department of Real Estate Management, Leader University	1. Deputy Manager, Ta Chong Commercial Bank 2. Financial Manager, Chuen Chyr Construction Co., Ltd.	Responsible Person of PANNYTEX CORP.

Note 1: The qualifications for the above nominated director (including independent director) candidate have been approved by the Company’s 24th meeting of the 17th session board of directors on May 10, 2023
Note 2: The reasons why the candidate who has already served as an independent director for three consecutive terms or more is nominated again: None.

【Attachment VII】Lifting the non-compete restriction on newly appointed directors and their representatives

Job title/No.	Job title/No.	Name	Company and position
1	Director	Weng, Wei-Hsiang	Director of JETEX INVESTMENT CO., LTD.
			Director (legal representative) of CHADTEX INDUSTRIAL CO., LTD.
2	Director	Wu, Chien-Tung	Director of Channel Well Technology Co., Ltd.
			Director of Ching Feng Home Fashions Co., Ltd.
			Director of Plastron Precision Co., Ltd.
3	Director	Weng, Mao-Chin	Director (legal representative) of Meng Hui Construction Co., Ltd.
			Director (legal representative) of I-Gene International Co. Ltd.
			Chairman of JETEX INVESTMENT CO., LTD.
			Director of I-YU INVESTMENT CO., LTD.
			Director (legal representative) of CHIA YUEN REAL ESTATE DEVELOPMENT CO., LTD.
			Supervisor of CHADTEX INDUSTRIAL CO., LTD.
			Chairman of CHIA HSING INVESTMENT CO., LTD.
4	Director	Hsieh, Wen-Chi	Chairman of PHILO Limited
5	Director	Weng, Chuan-Hui	Director (legal representative) of Meng Hui Construction Co., Ltd.
			Director (legal representative) of I-Gene International Co. Ltd.
			Supervisor of JETEX INVESTMENT CO., LTD.
			Supervisor of I-YU INVESTMENT CO., LTD.
			Director (legal representative) of CHIA YUEN REAL ESTATE DEVELOPMENT CO., LTD.
6	Independent Director	Lin, Chih-Lung	Director of Nang Kuang Pharmaceutical Co., Ltd.
			Representative of juristic person director TOPOWER CO.,LTD.
			Independent Director of Airmate (Cayman) International Co. Limited

【Attachment VIII】

CHIA HER INDUSTRIAL CO., LTD.

2023 Sound Business Plan

Overall business targets and principles

Description of the business plan
(1). Introduction 〈 Presentation and description of profit goals 〉

Total estimated operating revenue for the parent company only: NT$3,140,846 thousand/year, gross profit: NT$494,160 thousand/year, profit before tax: NT$116,187 thousand/year. Please refer to the attachment: Statement of Estimated Income (Parent Company Only) for the Year Ended December 31, 2023 for details.

(2). Business plan
Expand the market share of cotton spinning and wool spinning and increase the company’s profits in order to turn a loss into a profit, at least reaching above the break-even point
Implement the VALUE-UP COST-DOWN activities
Constantly improve the yield rate of each production and processing station in each factory
Make an overall upgrade of quality, cost, delivery date, and service
Strengthen modular management of orders
Improve the speed proofing machine to gain the advantage of more business opportunities in the market
Enhance budget implementation to strike a balance between revenues and expenditures
Persistently make improvement and eliminate waste completely
Manage external resources to make room for bigger profit
Increase textile printing and special functional fabric business to make more room for profit
Develop masks and mask-related products to increase revenue
Increase the development of vehicle fabrics and expand cooperation with brand merchants
Meet Daying Factory’s annual target for transfer of property ownership
Make development and revitalization of Sanshe Factory and idle land to bring in non-operating revenue
(3). Production plan
Align with business objectives to make quality, cost, delivery, and services meet customer needs
Keep costs down and implement lean processes in production
Develop highly functional sports, outdoor, fireproof materials, and printed fabrics
Enhance development and production of different functional yarns with warmth-/cool-keeping, eco-friendly, antibacterial and deodorant functions
Carry out energy-saving and power-saving measures on an ongoing basis and stabilize production with stable temperature and humidity conditions

Balance production at each production station to achieve a consistent and ultimate flow production line
Improve dashboard just-in-time management functions to nip problems in the bud and strengthen abnormality management
Implement the improvement plan for actual people, actual place, and actual thing and take a one-time action
Ensure the customer K.P.I. achievement rate step by step and layer by layer
Develop printing production technology and wider width roller blind fabrics to improve product output value
Set up a mask factory and develop mask business to increase profits by expanding the niche market
Pursue various qualities of Daying Factory and complete development in stages
(4). Selling expense plan
Where there are people, there is our market. Step up market development, especially in emerging markets, seek cooperation with local agents to develop markets
Strengthen modular management of orders; build a close collaboration of production, sales, and R&D
Enhance sales of inventory and customer complaint management; sell more the inventory which should be shipped but has not been shipped or for which the color should be specified by clients but has not been specified
Start to be a major supplier of international apparel brands and distributors
Implement the cost reduction plan and put an end to waste through continuous improvement
Strengthen customer relationships and development of new customers
Increase Daying Factory’s sales power to achieve the goal of selling out
Develop NOP and TOP as bread-winning products; take the lead in the domestic vehicle fabric technology
(5). Management expense plan
Conduct company-wide manpower check and personnel downsizing to reduce employment costs, especially plan for streamlining indirect labor
Simplify workflows to reduce costs; focus on innovative profit models
Strengthen personnel training to improve the quality of products and operations; cultivate long-term international marketing management talent
Enhance logistics and cash-flow management over production, operation, procurement, and supply chain
Reinforce interdepartmental interface management, integrate information management systems, and build a more efficient team
Take advantage of external forces and pay attention to the experience and inspiration of the old master worker to reduce the cost of repeated failure
Control spending on management expenses; apply budgetary control to achieve the goal
Implement digital real-time information management
(6). Fund utilization plan
Revitalize sluggish inventory and idle assets; actively conduct Daying Factory’s development and sale at the Kingkong Smart Park
Look for cheaper funds (new loans and cash capital increase) to replenish operating capital and reduce financial costs
Improve inventory turnover and accounts receivable turnover
Seek strategic development partners to create a win-win situation and mutual benefit
Enhance operating performance of reinvestment and establish a more flexible room for capital use

Increase the company’s net worth per share by leveraging asset revaluation and effect
(7). Conclusion

The Company will continue to improve its regular business in order to turn a loss into a profit, conduct R&D on new core fabrics, develop environmentally friendly fabrics and vehicle fabrics, strengthen cooperation with brand merchants, and with Daying Factory’s transfer of property ownership at the Kingkong Smart Park and Sanshe Factory’s development and revitalization of idle land, replenish operating capital and improve financial structure in pursuit of steady growth in the post-pandemic era.

Production and sales policies
(1). Production - lean production
1. Relentlessly pursue minimizing operational wastes and establish an effective just-in-time delivery and production mechanism by adopting a market and customer orientation approach
2. Accurately meet the needs of customers through best quality, lowest cost, and fastest speed
3. Enhance cooperation with third-party factories and processing factories; promote products to end users to bring in additional gross profit
4. The cotton/wool spinning factory provides products with optimal quality at the lowest cost, allowing the company to gain competitive advantage in dyeing and weaving and cut down expenses
5. Become a domestic leading manufacturer by producing and developing blended weave of high-margin products
6. Add textile printing business and wider width roller blind fabrics to make more room for profit
7. Expand the production and sales of masks, create the brand of Chacer and enhance the design masks to boost revenue and profits
(2). Sale - operation by subtraction, expand niche product mix
1. Remove product items that are not making a profit and get into niche products and markets
2. Perform analysis of price and quantity on product mix to find the best integration of production and sales
3. Plough deeply the global market and actively develop new business and new markets
4. Seek cooperation with local agents to develop markets
Marketing planning
Directly export cotton/wool spinning yarn, in line with the customer demand for dyeing and weaving outdoor functionality, provide yarn used for accessories, such as hats, socks, and knee pads
Expand OEM for dyed yarn knit at the yarn dyeing factory, expand OEM for dyed yarn at the knitting factory and sale of dyed yarn at the cotton/wool factory
Put functional yarns from cotton/wool factories as the main force in knitted fabrics, with dyeing and weaving outdoor functionality to be promoted to the fields of outdoor, sports, leisure, and fashion

Keep promoting self-owned brand

 - 4-1 Design based on brand innovation; promote Chia Her self-owned brand

 - 4-2 Increase the company’s brand awareness through brand packaging and image integration; introduce new products at international exhibitions and publish in international media and journals

Obtain international environmental protection certification

 - 5-1 Control Union 4-in-1 Organic Cotton and Recycled Polyester Full Process Certification

5-2 Blue Sign environmental protection, energy saving, and carbon reduction full process certification
5-3 IATF 16949 certification

5-4 Responsible Wool Standard (RWS)

Obtain Class I medical device license from the Ministry of Health and Welfare 6-1 CHACER medical mask (unsterilized) License No. MHW-Medical-Equipment-Production-I-008742
- 6-2 FDA Listing; List no.D429083 ; Owner no.10079517
Product mix
(1). Cotton spinning product mix -

37.5 Technology / Cotton
Lenzing Tencel & Tencel C& Tencel SUN
COOLMAX ALL SEASON
CORDURA - NYCO
INVISTA (T400)
DuPont SORONA
Eco-friendly, recycled PARLEY thread Unifi
(2). Wool spinning product mix -

Wool spinning yarn products will be developed with the trend of being mainly made of shrink-resistant wool materials and supplemented with functional fiber blended materials. They are still popular with consumers when paired with high-grade raw materials, such as cashmere, camel wool, yak, silk, or other natural fibers. The products are developed with functional yarns such as Sirospun yarn, Sirofil yarn, and Compact yarn in terms of the spinning method, coupled with the spinning technology of ultra-fine high-count wool and its blended products is essential for the Company to gain a foothold in the international market. The product series are as follows:

CoolVisions / Wool
Outlast / Wool
TENCEL / Wool
COOLMAX ALL SEASON / Wool
Cordura combat wool
Sorona / Wool

(3). Dyeing and weaving product mix -

With the pyramid-shape product strategy, the dyeing and weaving product are segmented into Premium (high-end products), Advanced (mid-priced products) and

Essential (base products). The product mix paired with the four major product series of wool fabric, spun, mixed weave, and filament is shown in the below table:

	Wool fabric	Spun	Mixed weave	Filament
Premium	․Functional wool spinning	․CORDURA® Cotton ․Reflective	․ProTec™	․CORDURA® ․Reflective ․Super Fine
Advanced	․Functional cotton spinning ․Cotton-spinning wool fabric	․TENCEL® ․Elastic FlannelTec™ ․STORM COTTON™ ․TransDRY®	․Relax (CN,NC,T400)	․+STec™ ․ProTec™ ․Ombre ․Memory ․Suede ․+S™(Nylon) ․Y.D. Shirts
Essential	․Cotton-spinning wool fabric (bid)	․Y.D. Shirts ․FlannelTec™	․Relax(CVC,TC) ․Rayon(TR)	․+S™(Poly) ․DoubleTec™ ․Poly Jacket ․Poly Pants

6. Research and development work

The Company set up the Chia Her Sustainable Innovation R&D Center Project on July 1, 2015, with the main task of building the company’s institutionalized R&D

organization/team and enhance the company’s original R&D scale and capability. Under the mode of operation of an independent organization, in addition to developing new fabrics in line with international brands and cultivating advanced research and

development capabilities and talent, it also concentrates on forward-looking fields with market size potential and a high tendency to develop in the future.

R&D field	Subfield	Objective
Field A Functional and eco-friendly innovative wool spinning technology	Innovative wool spinning technology development	Increase technological autonomy/assist in industrial or business transformation Chia Her has applied cotton/wool fibers as the main raw materials for products for a long time. It expects to further develop differentiated spinning technology based on the existing spinning technology in order to achieve product value and technology innovation.
	Functional composite wool spinning technology	Increase technological autonomy/assist in industrial or business transformation With the existing spinning equipment and technology, further develop key components and technologies of filament/spun composite spinning to achieve composite functions of products and independence of key components

R&D field	Subfield	Objective
	High-value wool spinning technology development	Value innovation/Increase technological autonomy Based on the existing spinning technology, further develop high-quality and high value-added spinning technology to achieve high value of products and technology innovation
Field B Green sustainable dyeing and finishing technology	Dyed yarn technology development	Technology innovation/Increase technological autonomy Increase technological autonomy and product competitiveness through the development of yarn dyeing and finishing technology with high color contrast ratio
	Fabric dyeing and finishing technology	Technology innovation/Increase technological autonomy Initiate industry-leading technology with the built foam coating wool spinning finishing technology and one-time color dyeing and finishing process technology
Field C Brand promotion and added value of IP rights	Brand building and promotion	Value innovation/assist in business transformation Enhance the visibility and value of the corporate and private brand in the B2B market by building and promoting corporate image recognition and self-owned brand
	Patent deployment analysis and application	Value innovation/assist in business transformation Value can be added to technologies/products derived from the R&D process by means of patent deployment for the related technology/product

7. Long-term business development plan

In response to changes in the economic climate and pandemic situation, the Company needs to be wary of receiving orders in the future. On the one hand, it must carefully select every product mix to increase the gross profit and reduce production and purchase costs, and on the other hand, develop stock cloth into products and actively promote them to enrich the company’s cash flow. With respect to cost control, each department will implement its budget based on the annual budget. The differential analysis and improvement should be conducted every quarter, material losses in production and human resource allocation should be improved, and obsolete machinery and equipment should be replaced in a planned way to improve product yields. For spun business development, Chia Her will start a product transformation, make full use of its one-stop factory advantage, and carry out standardized operations to reduce abnormality rates and ensure product profitability. For filament business development, given the current trend of product diversification in the market, it will actively develop new fabrics. In order to retain product profitability while receiving orders, it will be

necessary to expand the output of the bottom product and reduce the production cost to achieve economic scale, cultivate the adaptability of factory supervisors under market uncertainty, and strengthen cooperation between the factory and the business side to achieve the balance between production and sales. Looking into the future, Chia Her will make an all-out effort to develop new types of textiles, increase research and development capabilities, and cooperate with brand owners in various fields to increase revenue and profitability. In terms of construction business, the Company will dedicate itself to Daying Factory’s completion of each phase of the construction at the Kingkong Smart Park and completion of sales and receiving payments in 2022 and 2023 and getting the planning of Sanshe Factory’s development of idle land under way successively to increase the company’s revenue, improve financial health, and reduce debt ratio.

CHIA HER INDUSTRIAL CO., LTD.

Statement of Estimated Income (Parent Company Only) for the Year Ended December 31, 2023

Unit: NT$ thousand

	Q1 2023		Q2 2023		Q3 2023		Q4 2023		2023
Item / Year		Ratio		Ratio		Ratio		Ratio
	(estimated)		(estimated)		(estimated)		(estimated)		(estimated)

Operating
	621,654	100.00%	812,482	100.00%	854,721	100.00%	851,989	100.00%	3,140,846
revenue

Operating costs	547,641	88.09%	692,140	85.19%	711,800	83.28%	695,105	81.59%	2,646,686
Gross profit	74,013	11.91%	120,342	14.81%	142,921	16.72%	156,884	18.41%	494,160
Operating
	88,808	14.29%	87,160	10.73%	87,134	10.19%	85,032	9.98%	348,134
expenses

Operating
	(14,795)	-2.38%	33,182	4.08%	55,787	6.53%	71,852	8.43%	146,026
income(loss)

Non-operating
income and	(10,655)	-1.71%	(390)	-0.05%	(11,439)	-1.34%	(7,355)	-0.86%	(29,839)
expenses
Profit (loss)
	(25,450)	-4.09%	32,792	4.04%	44,348	5.19%	64,497	7.57%	116,187
before tax

`【` Bylaw I `】` Articles of Incorporation of Chia Her Industrial Co., Ltd.

Chapter 1 General Provisions

Article 1: The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be Chia Her Industrial Co., Ltd.

(English name: Chia Her Industrial Co., Ltd.)

Article 2: The scope of business of the Company shall be as follows:
C301010 Spinning of Yarn
C302010 Weaving of Textiles
C305010 Printing, Dyeing, and Finishing
C306010 Wearing Apparel
C399990 Other Textile and Products Manufacturing
CD01020 Rail Vehicle and Parts Manufacturing
CD01030 Motor Vehicles and Parts Manufacturing
CD01060 Aircraft and Parts Manufacturing
CD01990 Other Transport Equipment and Parts Manufacturing
CF01011 Medical Devices Manufacturing
CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
F107020 Wholesale of Dyes and Pigments
F107200 Wholesale of Chemical Feedstock
F108031 Wholesale of Medical Devices
F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories
F114070 Wholesale of Aircraft and Component Parts Thereof
F114080 Wholesale of Track Vehicle and Component Parts Thereof
F114990 Wholesale of Other Traffic Means of Transport and Component Parts Thereof
F120010 Wholesale of Refractory Materials
F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F207020 Retail Sale of Dyes and Pigments
F208031 Retail Sale of Medical Apparatus
F301010 Department Stores
F301020 Supermarkets
F401010 International Trade
F501060 Restaurants
H701010 Housing and Building Development and Rental
H701020 Industrial Factory Development and Rental
H701040 Specific Area Development
H701050 Investment, Development and Construction in Public Construction
H701060 New Towns, New Community Development
H703090 Real Estate Business
I301030 Electronic Information Supply Services

I501010 Product Designing
I502010 Clothing Designing
IG03010 Energy Technical Services
J101990 Other Environmental Sanitation and Pollution Prevention Service
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
Article 3: The Company shall have its head office in Tainan City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the board of directors, set up branch offices or factories within or outside the territory of the Republic of China when deemed necessary. The same shall apply when setting up a factory or any relocation.
Article 3-1: The Company may, depending on business needs, make endorsements/guarantees for others externally in accordance with the “Operational Procedures for Endorsements/Guarantees”.
Article 4: The Company may invest in other businesses pursuant to a resolution adopted at the meeting of the board of directors, and the total amount of its investments shall not be subject to the restriction on the total amount of investments set forth in Article 13 or the Company Act.
Article 5: Public announcements of the Company shall be made according to Article 28 of the Company Act.

Chapter 2 Capital Stock

Article 6: The total capital stock of the Company shall be in the amount of Seven Billion New Taiwan Dollars, divided into seven hundred millions shares, at Ten New Taiwan Dollars each, to be issued in installments by a resolution adopted by the board of directors according to law.

Within the capital stock as referred to in the preceding paragraph, One Hundred and Eighty Million New Taiwan Dollars are reserved for the issuance of employee stock warrants, with a total of eighteen million shares at Ten New Taiwan Dollars (NT$10) per share, in which the unissued shares shall be authorized to the board of directors to be issued in installments according to actual needs.

Article 7: The share certificates of the Company shall be in registered form. The Company may be exempted from printing any stock certificate for the shares which, however, shall be registered with or in the custody of a centralized securities depositary enterprise. If the Company prints stock certificates, it shall comply with the Company Act of the Republic of China and other applicable laws and regulations.
Article 8: The Company’s stock affairs shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.
Article 9: The Company’s share transfer registration shall be suspended within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus, or other benefits.

Chapter 3 Shareholders’ Meeting

Article 10: Shareholders’ meetings of the Company are of two kinds: (1) regular meeting and (2) special meeting. Regular meetings shall be convened at

least once a year by the board of directors within six months after close of each fiscal year. Special meetings shall be convened whenever necessary according to the laws and regulations. The Company may hold its shareholders’ meeting by means of visual communication network or other methods promulgated by the central competent authority.

The shareholders’ meeting referred to in the preceding Paragraph shall, unless otherwise provided for in the Company Act, be convened by the board of directors.

Article 11: The notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. In case a public company intends to convene a special meeting of shareholders, a meeting notice shall be given to each shareholders no later than 15 days prior to the scheduled meeting date. The date, place, and cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the notice and public announcement.
Article 12: If shareholders are unable to attend a shareholders’ meeting in person, they may appoint a proxy to attend the meeting in his/her/its behalf by executing a power of attorney issued by the Company, stating therein the scope of power authorized to the proxy, and affix thereon their signatures or seals in accordance with Article 177 of the Company Act. Unless otherwise provided for in the Company Act, the appointment of the proxy to attend a meeting shall be governed by the provisions of “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies”.
Article 13: The chairman of the board of directors shall preside the shareholders’ meeting. In case the chairman of the board of directors is unable to do so in person for any cause, the vice chairman shall act on his behalf. In case the vice chairman is also unable to do so in person, the chairman of the board of directors shall designate one of the directors to act on his/her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. Where as for a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
Article 14: Unless otherwise provided for in the Company Act, a meeting of shareholders shall proceed only if attended by shareholders representing more than one-half of the total outstanding capital stock of the Company. Resolutions of a shareholders’ meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting. According to the provisions stipulated by the central competent authority, the Company may adopt exercise of voting rights by correspondence or electronic means. A shareholder exercising voting rights electronically shall be deemed to have attended the shareholders’ meeting in person. Any matters related thereto shall be governed by applicable laws and regulations.
Article 15: Except for those having no voting right according to law, each shareholder is entitled to one vote for each share held.
Article 16: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall record the

date and place of the meeting, the number of attending shareholders, the number of shares represented by the attending shareholders, the number of the voting rights, the chair’s full name, matters put to a resolution, and the methods by which resolutions were adopted. The meeting minutes shall be signed or sealed by the chair of the meeting and together with the attendance book signed by the attending shareholders and the power of attorney of the proxies to attend the meeting kept at the Company.

The meeting minutes may be produced and distributed in electronic form or by means of a public announcement made through the MOPS.

Chapter 4 Directors

Article 17: The Company shall have 7~13 Directors to be elected at the shareholders’ meeting from among the individuals of legal capacity in accordance with the provisions of Article 198 of the Company Act. The term of office of a director shall not exceed three years; and he/she may be eligible for re-election. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. The candidates nomination system is adopted for election of the directors (including independent directors) of the Company in accordance with the provisions of Article 192-1 of the Company Act. The method for accepting the nomination of candidates and other compliance matters shall be governed by the Company Act, Securities and Exchange Act, and other applicable laws and regulations. The independent and non-independent directors shall be elected at the same time, but in separately calculated numbers. The total registered shares owned by all directors shall be determined in accordance with the standards stipulated in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” promulgated by the Securities and Futures Commission.

The number of the directors set forth in the preceding paragraph shall include not less than three (3) independent director members, and not less than one-fifth of the director seats shall be held by independent directors. The professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other compliance matters with respect to independent directors shall be governed by the relevant regulations prescribed by the competent authority in charge of securities affairs.

The Audit Committee set up by the Company since the 2020 regular meeting of shareholders shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.

Number and term of office of audit committee members, and powers and rules of procedure for meetings of the audit committee shall be included in an audit committee charter adopted in accordance with applicable provisions of the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies”.

Article 18: The directors shall elect one chairman and one vice chairman of the board from among themselves by a majority at a meeting attended by at least two-thirds of the directors. The chairman shall externally represent the Company. In case the chairman of the board of directors cannot exercise his power and authority for any cause, the vice chairman shall

act on his behalf. In case the vice chairman is unable to act on behalf of the chairman, the chairman of the board of directors shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.

Article 19: When the number of vacancies in the board of directors of a company equals to one third of the total number of directors or all independent directors are dismissed, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies. The term of office of the elected directors shall be expired after they fulfill the unexposed term of office of the predecessor.
Article 20: The Directors shall constitute the Board of Directors. The scope of duties and power of the board of directors are as follows:
Formulation of bylaws.
Decision on business policies.
Review of budget and final accounts.
Decisions on important personnel.
Preparation of the surplus earning distribution or loss off-setting proposals.
Planning and approval of purchase and disposal of important property and real estate.
Proposal for capital increase/decrease.
Planning and approval of investments in other businesses.
Other functional duties and powers entitled by laws and regular shareholders’ meeting.
Article 21: The meeting of the board of directors shall be convened every three months. In the case of emergency or the request by the majority or more of the directors, a meeting of the board of directors shall be convened by the chairman of the board of directors according to law. The first meeting of each term of the board of directors shall be convened by the director who received a ballot representing the largest number of votes at the election of directors. Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. Directors may appoint a proxy to attend the meetings of the board of directors if they are unable to do so in person for any cause.

In calling a meeting of the board of directors, a notice shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. The date, place and cause(s) or subject(s) of the meeting to be convened shall be indicated in the individual notice; and the notice may, as an alternative, be given in writing or by means of facsimile or electronic transmission. However, in the case of emergency, a meeting of the board of directors may be convened at any time.

Article 22: Matters relating to the resolutions of a meeting of the board of directors shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and kept at the Company, and distributed to each director within the prescribed period after the close of the meeting.
Article 23: When the Company’s director performs the duties of the Company, regardless of the company’s operating profit or loss, the company may

pay the remuneration to the director. The board of directors shall be authorized to determine the remuneration according to their participation in the company’s operation and the value of their contribution and by making reference to the pay level adopted by peer companies.

Chapter 5 Managerial Officer

Article 24: The Company may have one or more managerial officers. Appointment, discharge and the remuneration of the managerial officers shall be in compliance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 25: The accounting period for the Company shall start on January 1st of each year and end on December 31st of the same year. At the end of each fiscal year, the Company shall prepare the general final accounts.
Article 26: At the close of each fiscal year, the Company shall have the board of directors prepare the following statements and records and shall forward the same to the Audit Committee for their auditing not later than the 30th day prior to the meeting date of a regular shareholders’ meeting, and the Audit Committee shall prepare a report and submit the report to the regular shareholders’ meeting for its ratification:
the business report;
the financial statements; and
the surplus earning distribution or loss off-setting proposals.
Article 27: If the Company makes profit at the fiscal year end, it shall appropriate 4% of the profit for employees’ compensation and no more than 4% for remuneration to directors. However, if the Company still has accumulated losses, it shall set aside the amount to cover losses first.

Qualification requirements of employees may include specific employees of subsidiaries of the company meeting certain specific requirements, entitled to receive shares or cash as employees’ compensation set out in the preceding paragraph. the “requirements” and “specific employees” thereof shall be determined by a resolution adopted by the board of directors.

If the Company has earnings when accounts closed at year end, after the income tax payable has been reserved, it shall first make up the losses for the preceding years and then set aside a legal reserve of 10% of the net profit. However, when the legal reserve amounts to the authorized capital, this shall not apply. After appropriating or reversing another sum as special reserve in accordance with the laws and regulations or as specified by the competent authority, for the remaining profit, if any, the board of directors shall prepare the proposal for surplus earning distribution, and if such surplus earning is distributed in the form of new shares to be issued by the company, such distribution shall be made after it has been submitted to the shareholders’ meeting for review and approval by a resolution.

The Company may authorize the distributable dividends and bonuses or legal reserve and capital reserve in whole or in part, if to be paid in cash, after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Article 27-1: The dividends paid to shareholders may be distributed in the form of shares or in cash, of which cash dividends shall not be less than 10% of the total distributed dividends; however, in the case of a cash dividend per share of less than NT$0.1, the dividends will be distributed in the form of shares instead of cash.

Chapter 7 Supplemental Provisions

Article 28: The organizational charter and operational regulations of the Company shall be resolved by the board of directors.

Article 29: In regard to all matters not provided for in these Articles of Incorporation, the Company Act and other laws and regulations shall govern.
Article 30: These Articles of Incorporation are agreed to and signed on December 2, 1972.

The 1st amendment was made on June 8, 1973.

The 2nd amendment was made on August 22, 1973. The 3rd amendment was made on September 5, 1974. The 4th amendment was made on December 7, 1977. The 5th amendment was made on May 11, 1978. The 6th amendment was made on March 17, 1979. The 7th amendment was made on November 10, 1980. The 8th amendment was made on March 21, 1981. The 9th amendment was made on June 13, 1981. The 10th amendment was made on October 11, 1981. The 11th amendment was made on May 20, 1982. The 12th amendment was made on October 15, 1983. The 13th amendment was made on November 30 1987. The 14th amendment was made on June 19, 1989. The 15th amendment was made on May 25, 1990. The 16th amendment was made on April 27, 1991. The 17th amendment was made on April 8, 1992. The 18th amendment was made on May 14, 1993. The 19th amendment was made on April 22, 1994. The 20th amendment was made on May 30, 1995. The 21st amendment was made on May 29, 1996. The 22nd amendment was made on May 30, 1997. The 23rd amendment was made on June 2, 1998. The 24th amendment was made on May 27, 1999. The 25th amendment was made on June 3, 2000. The 26th amendment was made on June 13, 2001. The 27th amendment was made on May 30, 2002. The 28th amendment was made on June 10, 2004. The 29th amendment was made on June 9, 2006. The 30th amendment was made on June 19, 2008. The 31st amendment was made on October 30, 2008. The 32nd amendment was made on June 25, 2014. The 33rd amendment was made on June 28, 2016. The 34th amendment was made on June 28, 2017. The 35th amendment was made on June 27, 2019.

The 36th amendment was made on April 6, 2020. The provisions related to supervisor were deleted and effective from the date of establishment of the Audit Committee. The 37th amendment was made on June 24, 2020. The 38th amendment was made on June 24, 2022.

`【` Bylaw II `】` Rules of Procedure for Shareholders’ Meetings

Article 1

To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders’ meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

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

Article 3 (Convening shareholders’ meetings and shareholders meeting notices) Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the board of directors.

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

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. 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 the Company and the professional shareholder services agent designated thereby.

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

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

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

Election or dismissal of directors, amendments to the articles of incorporation, 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 Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extempore motion.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders’ meeting.

However, the number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

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

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in discussion of the proposal.

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

Article 4

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

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

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

If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders’ meeting online, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

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

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

Article 6 (Preparation of documents such as the attendance book) The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively “shareholders”) will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting

commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person. Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual shareholders’ meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.

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

Article 6-1 (Convening virtual shareholders’ meetings and particulars to be included in shareholders meeting notice)

To convene a virtual shareholders’ meeting, the Company shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders’ meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders’ meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, meets the minimum legal requirement for a shareholders’ meeting, then the shareholders’ meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and extempore motion has not been carried out.
To convene a virtual-only shareholders’ meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online shall be specified.

Article 7 (The chair and non-voting participants of a shareholders’ meeting) If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders’ meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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

Article 8 (Documentation of a shareholders’ meeting by audio or video)

The Company, 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, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders’ meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders’ meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 9

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

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

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 one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders’ meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

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 one month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.

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 (Discussion of proposals)

If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. 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 extempore motion), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motion 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 11 (Shareholder speech)

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 shareholders 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.

Where a virtual shareholders’ meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

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

Article 12 (Calculation of voting shares and recusal system)

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

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

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

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

Article 13

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

When the Company holds a shareholders’ meeting, it may adopt exercise of voting rights by correspondence or electronic means (Companies whose shareholders shall exercise their voting power by way of electronic transmission under the proviso to Article 177-1, Paragraph 1 of the Company Act: When the Company holds a shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence.). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. But to have waived his/her rights with respect to the extempore motion and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motion and amendments to original proposals.

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

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the

shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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

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

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

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

Article 14 (Election of directors)

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

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

Article 15

Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained for the duration of the existence of the Company.

Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholders’ meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders’ meeting online.

Article 16 (Public disclosure)

On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders’ meeting. In the event a virtual shareholders’ meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company’s virtual shareholders’ meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

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

Article 17 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor”. At the place of a shareholder’s meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

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

Article 18 (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 extempore motion) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19 (Disclosure of information at virtual meetings)

In the event of a virtual shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20 (Location of the chair and secretary of virtual-only shareholders’ meeting) When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21 (Handling of disconnection)

In the event of a virtual shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders’ meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

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

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

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

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

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

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

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

Article 22 (Handling of digital divide)

When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online.

Article 23

These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

`【` Bylaw III `】` Rules for Election of Directors

These Rules are adopted pursuant to the Company Act and the Articles of Incorporation. Elections of Directors shall be conducted in accordance with these Rules.
Election of Directors of the Company shall be held at the shareholders’ meeting.
The open-ballot cumulative voting method shall be used for election of the Directors at the Company. Attendance card numbers printed on the ballots may be used instead of recording the names of voters. Shareholding of voting shareholders shall be subject to the record in the shareholders’ register. Except as otherwise provided by the Articles of Incorporation, each share will have voting rights in number equal to the Directors to be elected, and may be cast for a single candidate or split among multiple candidates. The candidates nomination system shall be adopted for election of the Directors and Independent Directors, the adoption of such system shall be expressly stipulated in the Articles of Incorporation of the company, and the shareholders shall elect the Directors from among the nominees listed in the roster of Director candidates. Independent and Non-Independent Directors shall be elected at the same time, but in separately calculated numbers.
The number of Directors will be as specified in the Company’s Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. The qualifications for the Independent Directors of the Company shall comply with the standards for qualifying Independent Directors designated by the competent authority. The election of Independent Directors shall comply with the regulations prescribed by the competent authorities.
The Board of Directors shall prepare ballots. In addition to affixing the company’s seal on the ballot, the voter’s attendance card number and the number of voting rights shall be noted on the ballot.
To calculate voting rights, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.
The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
A voter must enter the candidate’s name and account number in the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. When the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the “candidate” column of the ballot.
A ballot is deemed invalid under any of the following circumstances:
(1). The ballot was not prepared in accordance with the stipulations of these Rules.
(2). A blank ballot is placed in the ballot box.
(3). The writing is unclear and indecipherable.
(4). The candidate whose name is entered in the ballot does not conform to the shareholders’ register.
(5). The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number is provided in the ballot to identify such individual.
(6). Other words or marks are entered in addition to the candidate's name or

shareholder account number and the number of voting rights allotted.

(7). The number of the candidate entered in the ballot is exceeding the specified number of positions.
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site. The Board of Directors of the Company shall issue electees’ certificates to the persons elected as Directors.
Any matters insufficiently provided for herein shall be subject to the Company Act and the Company’s Articles of Incorporation.
These Rules, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.

`【` Appendix `】` Shareholding of Directors

				Bookclosure date: April 29,2023	Bookclosure date: April 29,2023	Bookclosure date: April 29,2023	Bookclosure date: April 29,2023	Bookclosure date: April 29,2023
Job title	Name	Date of election to current term	Term of office	No. of shares held at time of election		No. of shares currently held		Remarks
				No. of shares	Shareholding ratio (%)	No. of shares	Shareholding ratio (%)
Chairman	Po Chang Investment Co., Ltd. Legal Representative: Weng,Wei-Hsiang	June 24, 2020	3 years	8,541,075	4.74	3,471,054	4.29
Vice Chairman	Wu, Chien-Tung	June 24, 2020	3 years	0	0	0	0
Director	Weng, Mao-Chin	June 24, 2020	3 years	4,259,255	2.37	1,335,775	1.65
Director	Weng, Mao-Chung (Resigned on July 26, 2022)	June 24, 2020	3 years	17,280,846	9.60	0	0	Resigned
Director	Hsieh, Wen-Chi	June 24, 2020	3 years	1,168,766	0.65	184,019	0.23
Director	Chiu, Chi-Cheng	June 24, 2020	3 years	0	0	0	0
Director	Po Chang Investmen Ltd. Legal Representative: Weng, Chuan-Hui	June 24, 2020	3 years	8,541,075	4.74	3,471,054	4.29
Director	Po Chang Investmen Ltd. Legal Representative: Chen, Jun-hong	June 24, 2020	3 years	8,541,075	4.74	3,471,054	4.29
Independent Director	Lin, Chih-Lung	June 24, 2020	3 years	0	0	0	0
Independent Director	Wang, Hsin-Min	June 24, 2020	3 years	0	0	0	0
Independent Director	Chuang, Tung-Lung (Resigned on June 27, 2022)	July 21, 2021	2 years	4,495	0	0	0	Resigned
Total				31,254,437	17.36％	4,990,848	6.17%

The minimum number of shares held by directors shall be 6,469,701 (shares).

AI assistant

CHIA HER — AGM Information 2023

51811_rns_2023-07-12_a9f14370-0ad8-497d-b7f4-b459fb4c879f.pdf

CHIA HER INDUSTRIAL CO., LTD

2023 Regular Shareholders’ Meeting Agenda Handbook

Table of Contents

Chia Her Industrial Co., Ltd. Agenda of 2023 Regular Shareholders’ Meeting

Two. Chairman Remarks

One. Call the Meeting to Order

Two. Chairman Remarks

Three. Management Presentation (Company Reports)

Four. Proposals for Ratification

Five. Matters for Deliberation

Six. Election Matters

Seven. Other Matters

Eight. Extempore motion

Nine. Adjournment

【 Attachment I 】 Business Report

1. 2022 Business Results

(1). Review the implementation of the business plan

(2). Review budget implementation (parent company only)

Fiscal year 2022

(3). Analysis of receipts, expenditures, and profitability

Expressed in thousands of NTD

(4). Research and development work

2. Summary of 2023 Business Plan

(1) Business policy

A. Business plan

B. Production plan

C. Selling expense plan

D. Management expense plan

E. Fund utilization plan

F. Conclusion

(2) Important production and sales policies

Production - lean production

(3) Marketing planning

3. The company’s future development strategy

(1) Cotton spinning product mix

(2) Wool spinning product mix

(3) Dyeing and weaving product mix

(4) Research and development work

(5) Long-term business development plan

2022 Final Accounting Books and Statements

CPA Audit Report

Auditor’s opinion

The basis of the audit opinion

Other items

Key audit items

Responsibilities of management and governance units for Parent Company Only

Financial Reports

Responsibility of CPA to audit Parent Company Only Financial Reports

KPMG Taiwan

CHIA HER INDUSTRIAL CO., LTD. Balance Sheet As of December 31, 2022 and 2021

CHIA HER INDUSTRIAL CO., LTD. Comprehensive Profit and Loss Statement As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

CHIA HER INDUSTRIAL CO., LTD. Statement of Changes in Equity As of from January 1 to December 31, 2022 and 2021

CHIA HER INDUSTRIAL CO., LTD. Cash Flow Statement

As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

CPA Audit Report

Auditor’s opinion

The basis of the audit opinion

Other items

Key audit items

Responsibilities of management and governance units for Consolidated Financial Reports

Responsibility of CPA to Audit Consolidated Financial Reports

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Balance Sheet As of December 31, 2022 and 2021

Expressed in thousands of NTD

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Comprehensive Profit and Loss Statement

As of from January 1 to December 31, 2022 and 2021 Expressed in thousands of NTD

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Statement of Changes in Equity

As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

Equity attributable to owners of the parent company

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Cash Flow Statement As of from January 1 to December 31, 2022 and 2021

Expressed in thousands of NTD

【Attachment II】 Audit Committee’s Review Report on the 2022 Final Accounting Books and Statements

Audit Committee’s Review Report

Hereby present to

CHIA HER AGM Information 2023

`【` Attachment I `】` Business Report

`【` Bylaw I `】` Articles of Incorporation of Chia Her Industrial Co., Ltd.

`【` Bylaw II `】` Rules of Procedure for Shareholders’ Meetings

`【` Bylaw III `】` Rules for Election of Directors

`【` Appendix `】` Shareholding of Directors