Common Stock Code: 1449

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CHIA HER INDUSTRIAL CO., LTD

2024 Regular Shareholders’ Meeting Agenda Handbook

Date/Time: June 25, 2024 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 ...................................................... 3
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 ................................... 30
III.	Profit Distribution Table .................................................... 31
IV.	The results of implementation of the sound business plan 32
V.	The Comparison of Articles of Incorporation before and
	after amendments ............................................................... 33
VI.	Lifting the non-compete restriction on newly ppointed
	independent directors ......................................................... 35
VII.	2024 Sound Business Plan .............................................. 36
Three.	Bylaw
I.	Articles of Incorporation (Before Amendments) .............. 42
II.	Rules of Procedure for Shareholders’ Meetings ............... 49
III.	Rules for Election of Directors .......................................... 58
Four.	Appendix
Shareholding of Directors ....................................................... 59

Chia Her Industrial Co., Ltd. Agenda of 2024 Regular Shareholders’ Meeting

Type of Meeting: Physical shareholders’ meeting

Date/Time: June 25, 2024 (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):

2023 Business Report
Audit Committee’s Review Report on the 2023 Final Accounting Books and Statements
Distribution of remuneration to directors and employees’ compensation for 2023
Report on the progress of private placement of securities and application for public offering listing by the company.

Four. Proposals for Ratification:

Adoption of the 2023 Business Report and Financial Statements and Final Accounting Books and Statements
Adoption of the Proposal for 2023 Profit Distribution Table

Five. Matters for Deliberation:

Amendment to the Company’s Articles of Incorporation. Please proceed to discuss.
Proposal for discussion on capital surplus increase for issuance of new shares. Please proceed to discuss.
Proposal for discussion on cash dividend distribution from capital surplus. Please proceed to discuss.

Six. Election Matters:

By-election for Independent Directors. Please proceed to hold the election.

Seven. Other Matters:

Lifting the non-compete restriction on newly-appointed Independent Directors. Please proceed to discuss.

Eight. Extempore motion

Nine. Adjournment

One. Call the Meeting to Order

Two. Chairman Remarks

Three. Management Presentation (Company Reports)

1. 2023 Business Report

Explanation: Please refer to pages 7-29 (Attachment I) for details.

Audit Committee’s Review Report on the 2023 Final Accounting Books and Statements

Explanation: Please refer to page 30 (Attachment II) for details.

Distribution of remuneration to directors and employees’ compensation for 2023

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 2023, the Company proposed to appropriate 4% as employees’ compensation totaling NT$4,759,510and appropriate 4% as remuneration to director totaling NT$4,759,510 and have them distributed in cash.
Report on the progress of private placement of securities and application for public offering listing by the company.

Explanation:

The Company obtained the Exchange's approval letter for the private placement of securities on August 31, 2023, and the private placement shares were effectively issued on September 19, 2023. Subsequently, on September 26, 2023, a total of 44,917,096 private placement shares were formally listed on the exchange.

Four. Proposals for Ratification

【 Case No. 1 】 Proposal: Adoption of the 2023 Business Report and Final Accounting Books and Statements

(Proposed by the Board)

Explanation: The Company’s above 2023 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 7-30 for details.)

Resolution:

【 Case No. 2 】 (Proposed by the Board) Proposal: Adoption of the Proposal for 2023 Profit Distribution Table Explanation: Please refer to the 2023 Profit Distribution Table below.

(Please refer to Attachments III on page 31 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:

Adjusting the scope of employee remuneration allocation.
Adding restrictions on cash dividend distribution.
Adding provisions related to the distribution of new shares and cash from capital surplus.
4 The comparison of Articles of Incorporation before and after amendments is attached.
(Please refer to Attachments V on page 33-34 for details.)

Resolution:

【 Case No. 2 】 (Proposed by the Board)

Proposal: Proposal for discussion on capital surplus increase for issuance of new shares. Please proceed to discuss.

Explanation:

The Company aims to strengthen its financial structure. It is proposed that a total of NT$27,608,070 from the capital surplus be allocated to issue 2,760,807 new common shares at a par value of NT$10 per share, commencing from the year ended December 31, 2023.
According to the shares listed in the shareholders’ register on the record date for capital increase and shares distribution, 32.4 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 2024 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 of any changes in the outstanding shares due to the repurchase of the Company's shares, the transfer or cancellation of treasury stock, the conversion of convertible bonds, the exercise of employee stock options, or the issuance of new shares through cash capital increases, it is proposed to authorize the Board of Directors, by resolution of the Annual Shareholders' Meeting, to adjust the distribution ratio based on the actual number of outstanding shares as of the record date.

Resolution:

【 Case No. 3 】 (Proposed by the Board)
Proposal: Proposal fordistribution of cash dividends from capital surplus. Please proceed to discuss.

Explanation:

Pursuant to Article 241 of the Company Act, the company intends to distribute a cash dividend of NT$3,067,567 from the accumulated capital surplus derived from "the income derived from the issuance of new shares at a premium.”
The cash dividend distribution is calculated based on the total outstanding shares of 85,210,103 shares as of March 14, 2024, with a cash dividend of NT$0.036 per share, totaling NT$3,067,567.
Following approval at the shareholders' general meeting in 2024, this proposal will seek authorization from the shareholders' general meeting for the Board of Directors to set another ex-rights date and related matters for rights issue after the shareholders' general meeting.
In the event of any changes in the outstanding shares due to the repurchase of the Company's shares, the transfer or cancellation of treasury stock, the conversion of convertible bonds, the exercise of employee stock options, or the issuance of new shares through cash capital increases, it is proposed to authorize the Board of Directors, by resolution of the Annual Shareholders' Meeting, to adjust the distribution ratio based on the actual number of outstanding shares as of the ex-divend date.

Resolution:

Six. Election Matters

`【` Case No. 1 `】`

(Proposed by the Board)

Proposal: By-election for Independent Directors. Please proceed to hold the election. Explanation:

In accordance with Article 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies": If there is a situation where the Chairman and the General Manager concurrently hold positions in a listed or OTC company, the number of independent director seats shall not be less than 4... The current 18th term of independent directors in our company consists of 3 seats, and it is proposed to appoint an additional seat. The current term of the Board of Directors will then be changed to 12 members (including 4 independent directors).
This election will fill one seat for an independent director, utilizing a candidate nomination system.
The term of office for the newly appointed independent director will be from June 25, 2024, to June 26, 2026.
The “roster of independent director candidates” approved by the 9th meeting of the 18th session of the board of directors is below:

Job title/No.	Name	Educational qualifications	Experience	Current position	Shareholding (Shares)
Independent Director	Tseng, Ying-Chi	Department of Business Administration, Diwan University	Shengfu Construction Co., Ltd. / General Manager	Shengfu Construction Co., Ltd. / General Manager	0

Voting Results:

Seven. Other Matters

`【` Case No. 1 `】`

(Proposed by the Board)

Proposal: Lifting the non-compete restriction on newly-appointed independent directors. 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 Independent 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 Independent 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 VI on page 35 for details.)

Resolution:

Eight. Extempore motion

Nine. Adjournment

【 Attachment I 】 Business Report

1. 2023 Business Results

(1). Review the implementation of the business plan

As of the year ended December 2023, the revenue amounted to NT$2,656,752 thousand, representing a growth of 6.95% compared to NT$2,484,187 thousand for the year ended December 31, 2022. However, the net profit for this period was NT$75,401 thousand, reflecting a decline of 23.56% from NT$98,636 thousand in the previous year. The net profit margin for the current period was 2.84%. The comprehensive (loss) income for this period was NT$97,395 thousand, with a basic earnings per share of NT$0.61.

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

Fiscal year 2023

		Expressed in thousands of NTD	Expressed in thousands of NTD
Profit and loss account	Budget amount	Actual amount	Achievingrate %
Net operatingrevenue	3,140,846	2,693,750	85.8
Operatingcosts	2,646,685	2,284,035	86.3
Grossprofit(loss)	494,161	409,715	82.9
Operatingexpenses	348,134	389,846	112.0
Net operating profit(loss)	146,027	3,692	2.5
Net income(loss)	110,187	109,468	99.3

Note: The Company only set budget goals internally and did not publish its financial forecasts externally in 2023.

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

Analysis of receipts,	expenditures, and profitability	expenditures, and profitability	expenditures, and profitability
	Expressed in thousands of NTD
Item	Fiscalyear	2022	2023
Financial structure (%)	Debt to assets ratio	74.21	72.00
	Long-term capital accounted for fixed assets	1,027.33	822.24
Solvency (%)	Current ratio	134.67	101.71
	Quick ratio	44.27	27.30
Profitability (%)	Return on total assets(%)	2.75	2.57
	Return on equity (%)	6.47	4.58
	Basic earnings(loss) per share(NT$)	1.09	0.61

(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.
Development of products for electric vehicles.

2. Summary of 2024 Business Plan

(1) Business policy

The Company has set a revenue growth target of 15% for its core textile business, limited the increase in operating costs to 9%, and aimed for the complete transfer of ownership at Daying Factory, Kingkong Smart Park, in 2024.

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.
The development and activation of the San She Factory and land aim to increase non-core revenue streams.
Development of products for electric vehicles, aiming to expand revenue and increase gross profit margin.
Initiating the "Stay in Taiwan" factory construction project.
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 .
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.
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.
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 to turn losses into profits, conduct R&D on new core fabrics, develop environmentally friendly fabrics and vehicle fabrics, strengthen cooperation with brand merchants, and pursue the revitalization of idle land at Sanshe Factory, in order to replenish operating capital and improve financial structure, ensuring 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.
Production and development of high-margin blended fabric products to become a leading domestic manufacturer.
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.
Shipping of automotive products to increase revenue.

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

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 product value 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 keycomponents
	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 ofproducts and technologyinnovation.
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 technologywith 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 dyeingand finishing process technology
Field C	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.
Brand promotion and added value of IP rights	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.

(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 the fiscal year 2024, the Company is expected to ship electric vehicle products, leading to an increase in the gross profit margin. Additionally, the company will initiate the "Rooted in Taiwan" project, aiming to establish a brand-new smart and energy-efficient factory at the San She Plant. This project will begin planning in fiscal year 2024 and is projected to be completed by Q2 of fiscal year 2027. This initiative will transform Jiahe and pave the way for sustainable operations.

Chairman: President: Weng, Weng, Wei-Hsiang Wei-Hsiang

Principal Accounting Officer: Weng, Wei-Chun

2023 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.

Opinion

We have audited the accompanying financial statements of CHIA HER INDUSTRIAL CO., LTD. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Other Matters

The financial statements of certain subsidiaries and associates included in the investments accounted for using 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 statements, the amounts listed in the financial statements of these subsidiaries and associates are based on the audit reports of other CPAs. In addition, investments accounted for using equity method recognized in these subsidiaries and associates accounted for 7.95% and 7.38% of total assets as of December 31, 2023 and 2022, respectively; and the share of profit or loss of subsidiaries and associates and associates using equity method recognized from January 1 to December 31, 2023 and 2022 accounted for 55.50% and 19.03% of net income before tax, respectively.

Key audit matters

Key audit matters refer to the most important items in the audit of CHIA HER INDUSTRIAL CO., LTD.'s Parent Company Only Financial statements for 2023, based on the professional judgment of the CPA. These items have been addressed during the audit of the Parent Company Only Financial statements as a whole and the formation of an audit opinion. The CPA does not express a separate opinion on these items. The key audit matters 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 statements for detailed accounting policies on impairment assessment of accounts receivable; please refer to Note 5 (1) to the Parent Company Only Financial statements 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 statements on notes receivable and accounts receivable for an explanation of the impairment assessment of accounts receivable.

Explanation of key audit matters:

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 statements.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit matters 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.

  -

II. Inventory evaluation
Please refer to Note 4 (7) to the Parent Company Only Financial statements for detailed accounting policies related to inventory evaluation; please refer to Note 5 (2) to the Parent Company Only Financial statements 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 statements for an explanation of the net realizable value evaluation of inventory evaluation. Explanation of key audit matters:

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 a 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 statements.

Corresponding audit procedures:

The CPA's main audit procedures for the key audit matters 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 property

Please refer to Note 4 (10) Investment Property to the Parent Company Only Financial statements for the detailed accounting policies related to the evaluation of investment property; please refer to Note 5 (3) to the Parent Company Only Financial statements for the uncertainty of accounting estimates and

assumptions about the evaluation of investment property; please refer to Note 6 (10) Investment Property to the Parent Company Only Financial statements for the description of the fair value of investment property evaluation.

Explanation of key audit matters:

The subsequent measurement of the investment property of CHIA HER INDUSTRIAL CO., LTD. adopts the fair value model, and the management entrusts external property appraisers to perform the evaluation of the investment property. 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 property is one of the important evaluation items for the CPA to perform the audit of the Consolidated Financial statements of CHIA HER INDUSTRIAL CO., LTD.

Corresponding audit procedures:

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

Assess the qualifications and independence of external property 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 property related information by the Company is appropriate.

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

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

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

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

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

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also ：

(1) Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than from on resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
(4) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, we are required to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
(5) Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

KPMG Taiwan

Hsu, Chen-Lung

CPA:

Su, Yen-Ta

Approval and certified Letter No. Finance-Supervisorynumber of the securities : Securities-Issuance-0960069825 regulatory authority Letter No. Finance-SupervisorySecurities-Issuance-1070304941 March 14, 2024

CHIA HER INDUSTRIAL CO., LTD.

Balance Sheets

As of December 31, 2023 and 2022

Unit: NT$ thousand

December 31,	2023 % 2 1 - 3 1 - - 25 - 1 1	December 31, 2022 Amount % 19,148 - 73,762 1 16,387 - 122,952 2 1,022 - 6,800 - 6,329 - 1,823,470 31 7,159 - 66,794 1 54,745 1 2,198,568 36 157,149 3 577,949 10 343,922 6 569,175 9 2,197,271 36 - - 29,953 - 1,775 - 3,877,194 64 6,075,762 100 Liabilities and equity Current liabilities`：` 2100 Short term loans (Notes 6 (11) and 8) 2130 Contract liabilities - current (Notes 6 (20) and 9) 2150 Notes payables (Note 6(11)) 2160 Notes payables - related parties (Note 7) 2170 Accounts payables 2180 Accounts payables - related parties (Note 7) 2200 Other payables (Note 6 (15)) 2220 Other payables - related parties (Note 7) 2280 Lease liabilities - current (Note 6 (13)) 2300 Other current liabilities (Notes 7 and 9) 2322 Long term liabilities due within one year or one business cycle (Notes 6 (11) and 8) Non-current liabilities: 2540 Long term loans (notes 6 (11) and 8) 2570 Deferred income tax liabilities (Note 6 (16)) 2580 Lease liabilities - non-current (Note 6 (13)) 2640 Net defined benefit liabilities - non-current (Note 6 (15)) 2670 Other non-current liabilities (Notes 6 (6)) Total liabilities Equity (Note 6 (2) (7) (12) (17) (18)): 3100 Share capital 3200 Capital surplus 3300 Unappropriated earnings 3490 Other equity items Total liabilities Total liabilities and equity	December 31,	2023 % 17 2 2 1 4 1 2 - 2 - 4	December 31, 2022 Amount % 904,478 15 185,318 3 47,986 1 37,735 1 147,327 2 91,459 2 152,294 3 65,557 1 114,293 2 71,019 1 199,093 3
Amount		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 $ 1,023,944 106,244 99,065 43,744 211,106 42,831 147,349 22,372 98,981 23,535 250,567
$ 123,360 74,427 13,931 152,102 45,002 6,183 7,949 1,525,840 5,835 45,832 37,418 2,037,879 158,586 612,467 434,069 403,496 2,320,633 3,235 34,818 15,734
			2,069,738	35	2,016,559 34
	34	2,198,568
	3 10 7 7 38 - 1 - 66	157,149 577,949 343,922 569,175 2,197,271 - 29,953 1,775	1,537,210 390,259 334,908 17,166 22,343	26 6 6 - -	1,634,939 27 383,475 6 476,387 8 15,850 - 4,301 -
			2,301,886	38	2,514,952 41
			4,371,624	73	4,531,511 75
			852,101 121,383 118,180 557,629	14 2 2 9	807,613 13 110,027 2 83,873 1 542,738 9
3,983,038		3,877,194
			1,649,293	27	1,544,251 25
$ 6,020,917	100	6,075,762
			$ 6020917	100	6075762 100

(Please refer to attached Notes to the Parent Company Only Financial statements for more details.) Manager: Weng, Wei-Hsiang

Chairman: Weng, Wei-Hsiang

Chief Accounting Officer: Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

2023	`％` 100 85	2022	`％` 100 89
Amount $ 2,693,750 2,284,035		Amount 2,478,350 2,201,851
409,715	15	276,499	11
16,177	1	-	-
393,538	14	276,499	11
147,565 166,270 75,524 487	5 6 3 -	142,185 134,593 67,115 (17,309)	6 5 3 (1)
389,846	14	326,584	13
3,692	-	(50,085)	(2)
671 1 23,229 122,012 (101,722) 61,585	- - 1 5 (4) 2	269 10,543 30,970 184,164 (91,365) 19,046	- - 1 8 (4) 1
105,776	4	153,627	6
109,468 58,005	4 2	103,542 18,087	4 1
51,463	2	85,455	3
(3,239) 2,103 (21) 23,102 -	- - - 1 -	4,353 (60,043) 325 37,367 -	- (2) - 2 -
21,945	1	(17,998)	-
21 -	- -	- -	- -
21	-	-	-
21,966	1	(17,998)	-
$ 73,429	3	67,457	3
$	0.61		1.06
$	0.60		1.04

(Please refer to attached Notes to the Parent Company Only Financial statements for more details.) Chairman: Weng, Wei-Hsiang Manager: Weng, Wei-Hsiang Chief Accounting Officer: Weng,

Chief Accounting Officer: Weng,

Wei-Chun

CHIA HER INDUSTRIAL CO., LTD.

Statements of Changes in Equity

From January 1 to December 31, 2023 and 2022

	Share capital		Capital surplus	Legal reserve	Unappropriated earnings (accumulated deficit)	Total		Other equityitems	Other equityitems	Unit: NT$ thousand Total Total equity 566,419 1,443,932	Unit: NT$ thousand Total Total equity 566,419 1,443,932
Ordinaryshares	Capital collected in advance	Total					Exchange differences arising on translation of foreign operations	Unrealized gains (losses) on financial assets at fair value through other comprehensive income	Gains on revaluation	Total
$ 1,122,132	12,021	1,134,153	108,350	-	(364,990)	(364,990)	-	93,747	472,672	566,419	1,443,932
- -	- -	- -	- -	- -	85,455 4,678	85,455 4,678	- -	- (22,676)	- -	- (22,676)	85,455 (17,998)
-	-	-	-	-	90,133	90,133	-	(22,676)	-	(22,676)	67,457
- 17,283 (364,900) 32,175 -	- (11,098) - - -	- 6,185 (364,900) 32,175 -	758 919 - - -	- - - - -	- - 364,900 (7,175) 1,005	- - 364,900 (7,175) 1,005	- - - - -	- - - - (1,005)	- - - - -	- - - - (1,005)	758 7,104 - 25,000 -
806,690	923	807,613	110,027	-	83,873	83,873	-	70,066	472,672	542,738	1,544,251
- -	- -	- -	- -	- -	51,463 (3,260)	51,463 (3,260)	- 21	- 25,205	- -	- 25,226	51,463 21,966
-	-	-	-	-	48,203	48,203	21	25,205	-	25,226	73,429
- 24,231 18,593 -	- - 1,664 -	- 24,231 20,257 -	- - 11,356 -	8,387 - - -	(8,387) (24,231) - 10,335	- (24,231) - 10,335	- - - -	- - - (10,335)	- - - -	- - - (10,335)	- - 31,613 -
$ 849,514	2,587	852,101	121,383	8,387	109,793	118,180	21	84,936	472,672	557,629	1,649,293

(Please refer to attached Notes to the Parent Company Only Financial statements for more details.) Manager: Weng, Wei-Hsiang

Chairman: Weng, Wei-Hsiang

Chief Accounting Officer: Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. Statements of Cash Flows From January 1 to December 31, 2023 and 2022

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 (gains) Interest expenses Interest income Dividend income Share of profit of subsidiaries and associates accounted for using equity method Gains (losses) on disposal of property, plant, and equipment Gains on disposal of investment properties Unrealized gains from sales Gains on fair value adjustment of investment properties Share-based compensation costs Unrealized foreign currency exchange gains 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 (increase) in accounts receivable Increase in accounts receivable - related parties Decrease in other receivables Increase in other receivables - related parties Decrease in inventories Decrease (increase) in prepayments Decrease in other current assets Total net changes in assets related to operating activities Net changes in liabilities related to operating activities: Increase (decrease) in contract liabilities Increase (decrease) in notes payables Increase (decrease) in notes payables - related parties Increase (decrease) in accounts payables Increase in accounts payables - related parties Decrease in other payables 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: Acquisition of investments accounted for using equity method Disposal of investments accounted for using equity method Refund of paid-up capital of capital reduction from investees accounted for using equity method Cash dividends received from investment accounted for using equity method Acquisition of property, plant, and equipment Acquisition of investment properties Proceeds from disposal of property, plant, and equipment Proceeds from disposal of investment properties Increase in guaranteed deposits paid Decrease in other financial assets - current Decrease (increase) in other non-current assets Net cash outflows from investment activities Cash flow from financing activities: Increase (decrease) in short-term borrowings Increase (decrease) in other payables - related parties Borrowing long-term borrowings Repayment of long-term borrowings Increase in notes payables Increase in guaranteed deposits paid Repayment of lease principal Execution of employee stock options Net cash inflows (outflows) 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 Beginning cash and cash equivalents balance Ending cash and cash equivalents balance	2023 $ 109,468	Unit: NT$ thousand 2022 103,542
	159,912 487 101,722 (671) (1) (61,585) (4,145) - 16,177 (122,012) - (763)	159,215 (17,309) 91,365 (269) (10,543) (19,046) 150 (97) - (184,164) 758 (578)
	89,121	19,482
	2,456 (33,761) (43,980) 749 (1,620) 297,630 1,373 17,327	4,083 17,902 (1,022) 45,643 (1,187) 142,580 (1,183) 26,729
	240,174	233,545
	(79,074) 21,079 6,009 63,779 (48,628) (4,858) (14,289) (48,250) (1,923)	18,203 (57,626) (7,803) (39,137) 11,520 (29,372) (4,015) 4,789 (1,210)
	(106,155)	(104,651)
	134,019	128,894
	223,140	148,376
	332,608 671 1 (100,687) (54,505)	251,918 269 10,543 (89,660) (39,139)
	178,088	133,931
	(3,218) 2,070 50,347 2,655 (158,386) (1,350) 5,437 - (4,865) 20,962 (4,317)	- - - - (120,877) - 47 12,433 (13,318) 81,727 1,515
	(90,665)	(38,473)
	124,064 (30,000) 188,674 (234,929) 30,000 180 (92,952) 31,613	(77,166) 10,000 164,290 (185,664) - - (111,849) 7,104
	16,650	(193,285)
	139	18
	104,212 19,148	(97,809) 116,957
	$ 123,360	19,148

(Please refer to attached Notes to the Parent Company Only Financial statements for more details.) Chairman: Weng, Wei-Hsiang Manager: Weng, Wei-Hsiang Chief Accounting Officer: Weng,

Chief Accounting Officer: Weng, Wei-Chun

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:

Opinion

We have audited the accompanying financial statements of CHIA HER INDUSTRIAL CO., LTD. and subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

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

Other Matters

Some of the subsidiaries and associates included in the consolidated financial statements of The Group have not been audited by the CPA, but have been audited by other CAPs. Therefore, in our opinion on the consolidated financial statements, the amounts listed in the financial statements of these subsidiaries and associates are based on the audit reports of other CPAs. The total assets of the aforementioned subsidiaries on December 31, 2023 and 2022 respectively accounted for 3.27% and 3.05% of the total consolidated assets, and the net operating revenue from January 1 to December 31, 2023 and 2022 respectively accounted for 0.46% and 0.49% of the total consolidated operating revenue. In addition, investments accounted for using equity method recognized in these associates accounted for 4.31% and 32.26% of total consolidated assets as of December 31, 2023 and 2022, respectively; and the share of profit or loss of associates using equity method recognized from January 1 to December 31, 2023 and 2022 accounted for 71.41% and 37.70% of consolidated net income before tax, respectively.

We have also audited the parent company only financial statements of CHIA HER INDUSTRIAL CO., LTD. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unqualified opinion with other matters paragraph.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2023 are stated as follows: I. Assessment of impairment of accounts receivable

Please refer to Note 4 (7) Financial Instruments of the Consolidated Financial statements for detailed accounting policies on impairment assessment of accounts receivable; please refer to Note 5 (1) to the Consolidated Financial statements 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 statements on notes receivable and accounts receivable for an explanation of the impairment assessment of accounts receivable. Explanation of key audit matters:

The customers of The 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 The Group’s Consolidated Financial statements.

Corresponding audit procedures:

The CPA’s main audit procedures for the key audit matters 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 expected credit loss provision for accounts receivable.

  - Review the accuracy of The 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 The Group is appropriate.

II. Inventory evaluation
Please refer to Note 4 (8) to the Consolidated Financial statements for detailed accounting policies related to inventory evaluation; please refer to Note 5 (2) to the Consolidated Financial statements 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 statements for an explanation of the net realizable value evaluation of inventory evaluation.

Explanation of key audit matters:

The 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 The Group’s Consolidated Financial statements.

Corresponding audit procedures:

The CPA’s main audit procedures for the key audit matters mentioned above include:

Understand the sales prices adopted by the management of The 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 The 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 The Group is appropriate.

III. Evaluation of investment property

Please refer to Note 4 (10) Investment Property to the Consolidated Financial statements for the detailed accounting policies related to the evaluation of investment property; please refer to Note 5 (3) to the Consolidated Financial statements for the uncertainty of accounting estimates and assumptions about the evaluation of investment property; please refer to Note 6 (10) Investment Property to the Consolidated Financial statements for the description of the fair value of investment property evaluation.

Explanation of key audit matters:

The subsequent measurement of the investment property of The Group adopts the fair value model, and the management entrusts external property appraisers to perform the evaluation of the investment property. 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 property is one of the important evaluation items for the CPA to perform the audit of the Consolidated Financial statements of The Group. Corresponding audit procedures:

The CPA’s main audit procedures for the key audit matters mentioned above include:

Assess the qualifications and independence of external property appraisers appointed by The 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 property related information by The Group is appropriate.

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

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

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

Those charged with governance (including members of the Audit Committee or supervisors) are responsible for overseeing the Group’s financial reporting process.

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

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

(1)Identify and assess the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than from on resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

(2)Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
(3)Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
(4)Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, we are required to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
(5)Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
(6)Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

KPMG Taiwan Hsu, Chen-Lung CPA: Su, Yen-Ta Approval and certified Letter No. Finance-Supervisory- Securitiesnumber of the securities : Issuance-0960069825 regulatory authority Letter No. Finance-Supervisory- SecuritiesIssuance-1070304941 March 14, 2024

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Balance Sheets

As of December 31, 2023 and 2022

Unit: NT$ thousand

December 31, 2023 Amount % $ 210,214 4 18,298 - 78,155 1 13,931 - 157,041 3 - - 6,468 - 1,430 - 1,550,844 25 5,835 - 45,832 1 39,873 1	December 31, 2022 Amount % 87,976 2 15,731 - 7 - 6,567 - 14,794 - 1,824,291 30 7,231 - 66,794 1 57,786 1 2,298,772 38 430,566 7 200,594 3 399,247 7 569,175 9 2,197,271 36 - - 29,953 - 2,049 - 3,828,855 62 6,127,627 100 December 31, 2023 Liabilities and equity Amount % Current liabilities`：` 2100 Short term loans (Notes 6 (11) and 8) $ 1,023,944 17 2130 Contract liabilities - current (Notes 6 (20) and 9) 106,244 2 2150 Notes payables (Note 6(11)) 99,250 2 2160 Notes payables - related parties (Note 7) 43,744 1 2170 Accounts payables 211,218 3 2180 Accounts payables - related parties (Note 7) 42,825 1 2200 Other payables (Note 6 (15)) 161,479 3 2220 Other payables - related parties (Note 7) 28,397 - 2280 Lease liabilities - current (Note 6 (13)) 100,867 2 2300 Other current liabilities (Notes 7) 23,548 - 2322 Long term loans due within one year or one business cycle (Notes 6 (11) and 8) 250,567 4 2,092,083 35 Non-current liabilities: 2540 Long term loans (notes 6 (11) and 8) 1,537,210 25 2570 Deferred income tax liabilities (Note 6 (16)) 390,259 6 2580 Lease liabilities - non-current (Note 6 (13)) 349,197 6 2640 Net defined benefit liabilities - non-current (Note 6 (15)) 17,166 - 2670 Other non-current liabilities 11,003 - 2,304,835 37 Total liabilities 4,396,918 72 Equity attributable to owners of the parent company (Note 6 (2) (7) (12) (17) and (18)): 3100 Share capital 852,101 14 3200 Capital surplus 121,383 2 3350 Retained earnings 118,180 2 3490 Other equity items 557,629 9 Total equity attributable to owners of the parent company 1,649,293 27 36XX Non-controlling interests (Note (17)) 60,308 1 Total liabilities 1,709,601 28 Total liabilities and equity $ 6,106,519 100	December 31, 2023 Amount % $ 1,023,944 17 106,244 2 99,250 2 43,744 1 211,218 3 42,825 1 161,479 3 28,397 - 100,867 2 23,548 - 250,567 4	December 31, 2022	December 31, 2022
	Amount		Amount 904,478 185,318 51,305 37,735 147,414 91,459 165,659 66,938 114,293 62,367 199,093	% 15 3 1 1 2 1 3 1 2 1 3
	87,976 15,731 7 6,567 14,794 1,824,291 7,231 66,794 57,786
		2,092,083 35	2,026,059	33
		1,537,210 25 390,259 6 349,197 6 17,166 - 11,003 -	1,634,939 383,475 476,387 15,850 10,324	27 6 8 - -
2,127,921 35	2,298,772
433,606 7 263,992 4 488,229 8 419,195 7 2,320,633 38 3,235 - 35,557 1 14,151 -	430,566 200,594 399,247 569,175 2,197,271 - 29,953 2,049
		2,304,835 37	2,520,975	41
		4,396,918 72	4,547,034	74
			807,613 110,027 83,873 542,738	13 2 1 9
3,978,598 65	3,828,855
		1,649,293 27	1,544,251	25
		60,308 1	36,342	1
		1,709,601 28	1,580,593	26
$ 6,106,519 100	6,127,627	$ 6,106,519 100	6,127,627	100

(Please refer to attached Notes to the Consolidated Financial statements for more details.) Manager: Weng, Wei-Hsiang

Chairman: Weng, Wei-Hsiang

Chief Accounting Officer: Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Statements of Comprehensive Income

From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

4000Net operating revenue (Notes 6 (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 Marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment losses (gains) 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 gains and losses 7255 Gains on fair value adjustment - investment properties 7050 Financial costs 7060 Share of profit or loss of associates accounted for using equity method 7900Profit before income tax 7950Income tax expense (Note 6 (16)) 8200Net profit for the period 8300Other comprehensive income (Note 6 (6) (16) (17)): 8310 Items not reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8316 Unrealized gains or losses on valuation of equity instruments at fair value through other comprehensive income 8321 Remeasurement of defined benefit plans for associates accounted for using equity method 8326 Unrealized gains or losses on valuation of equity instruments at fair value through other comprehensive income of associates accounted for using equity method 8349 Less: income tax related to items not reclassified to profits and losses Total items not reclassified to profit or loss 8360 Items that may be reclassified to profit or loss 8361 Exchange differences arising on translation of foreign operations 8399 Less: income tax related to items that may be reclassified to profits and losses Total items that may be reclassified to profit or loss 8300Other comprehensive income for the period (net after tax) 8500Total comprehensive income for the period Net profit for the current period attributable to: 8610 Parent company owners 8620 Non-controlling interests Total comprehensive income for the period attributable to: 8710 Parent company owners 8720 Non-controlling interests Earnings per share (Note 6 (19)) (Unit: NT$) 9750Basic earnings per share 9850Diluted earnings per share	2023 Amount ％ $ 2,656,752 100 2,256,826 85	2022
		Amount ％ 2,484,187 100 2,201,379 89
	399,926 15	282,808 11
	153,274 6 184,370 7 75,524 3 487 -	142,684 6 157,132 6 67,115 2 (25,743) (1)
	413,655 16	341,188 13
	(13,729) (1)	(58,380) (2)
	1,112 - 538 - 30,746 1 122,012 5 (102,496) (4) 95,223 4	365 - 11,675 - 28,900 1 184,164 8 (91,650) (4) 41,828 2
	147,135 6	175,282 7
	133,406 5 58,005 2	116,902 5 18,266 1
	75,401 3	98,636 4
	(3,239) - 4,037 - (25) - 21,200 1 - -	4,353 - (4,544) - 466 - (17,311) (1) - -
	21,973 1	(17,036) (1)
	21 - - -	- - - -
	21 -	- -
	21,994 1	(17,036) (1)
	$ 97,395 4	81,600 3
	$ 51,463 2 23,938 1	85,455 3 13,181 1
	$ 75,401 3	98,636 4
	$ 73,429 3 23,966 1	67,457 2 14,143 1
	$ 97,395 4	81,600 3
	$ 0.61	1.06
	$ 0.60	1.04

(Please refer to attached Notes to the Consolidated Financial statements for more details.)

Chairman: Weng, Wei-Hsiang

Manager: Chief Accounting Officer: Weng, Wei-Hsiang Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Statements of Changes in Equity

From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

				Equityattributable to ow	Equityattributable to ow	ners of theparent company	ners of theparent company					Non-controlli nginterests	Totalequity 1,466,131
	Share capital		Capital surplus	Legal reserve	Unappropriated earnings (accumulated deficit)	Total		Otherequityitems			Total equity attributable to owners of the parent company
Ordinary shares	Capital collected in advance	Total					Exchange differences arising on translation of foreign operations	Unrealized gains (losses) on financial assets at fair value through other comprehensive income	Gains on revaluation	Total
$ 1,122,132	12,021	1,134,153	108,350	-	(364,990)	(364,990)	-	93,747	472,672	566,419	1,443,932	22,199
- -	- -	- -	- -	- -	85,455 4,678	85,455 4,678	- -	- (22,676)	- -	- (22,676)	85,455 (17,998)	13,181 962	98,636 (17,036)
-	-	-	-	-	90,133	90,133	-	(22,676)	-	(22,676)	67,457	14,143	81,600
- 17,283 (364,900) 32,175 -	- (11,098) - - -	- 6,185 (364,900) 32,175 -	758 919 - - -	- - - - -	- - 364,900 (7,175) 1,005	- - 364,900 (7,175) 1,005	- - - - -	- - - - (1,005)	- - - - -	- - - - (1,005)	758 7,104 - 25,000 -	- - - - -	758 7,104 - 25,000 -
806,690	923	807,613	110,027	-	83,873	83,873	-	70,066	472,672	542,738	1,544,251	36,342	1,580,593
- -	- -	- -	- -	- -	51,463 (3,260)	51,463 (3,260)	- 21	- 25,205	- -	- 25,226	51,463 21,966	23,938 28	75,401 21,994
-	-	-	-	-	48,203	48,203	21	25,205	-	25,226	73,429	23,966	97,395
- 24,231 18,593 -	- - 1,664 -	- 24,231 20,257 -	- - 11,356 -	8,387 - - -	(8,387) (24,231) - 10,335	- (24,231) - 10,335	- - - -	- - - (10,335)	- - - -	- - - (10,335)	- - 31,613 -	- - - -	- - 31,613 -
$ 849,514	2,587	852,101	121,383	8,387	109,793	118,180	21	84,936	472,672	557,629	1,649,293	60,308	1,709,601

(Please refer to attached Notes to the Consolidated Financial statements for more details.) President: Weng, Wei-Hsiang

Chairman: Weng, Wei-Hsiang

Chief Accounting Officer: Weng, Wei-Chun

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Statements of Cash Flows From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

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 (gains) Net losses (gains) on financial assets at fair value through profits or losses Interest expenses Interest income Dividend income Share of profit of associates accounted for using equity method Losses (gains) on disposal and scrapping of Property, Plant, and Equipment Gains on disposal of investment properties Unrealized foreign currency exchange gains Gains on fair value adjustment of investment properties Share-based compensation costs 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: Increase in financial assets at fair value through profit or loss Decrease in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease in other receivables Decrease (increase) in other receivables - related parties Decrease in inventories Decrease (increase) in prepayments Decrease in other current assets Total net changes in assets related to operating activities Net changes in liabilities related to operating activities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in notes payable - related parties Increase (decrease) in accounts payable Increase (decrease) in accounts payable - related parties Decrease in other payables 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: Refund of paid-up capital of capital reduction from investees accounted for using equity method Cash dividends from investments accounted for using equity method Decrease in other receivables - related parties Acquisition of Property, Plant, and Equipment Acquisition of investment properties Proceeds from disposal of Property, Plant, and Equipment Proceeds from disposal of investment property Increase in guaranteed deposits paid Decrease in other financial assets - current Decrease (increase) in other non-current assets Net cash outflows from investment activities Cash flow from financing activities: Increase (decrease0 in short-term borrowings Borrowing long-term borrowings Repayment of long-term borrowings Increase in notes payables Increase in other payables - related parties Increase in lease principal Increase in other non-current liabilities Execution of employee stock options Net cash inflow (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 Beginning cash and cash equivalents balance Ending cash and cash equivalents balance	2023 $ 133,406	2022 116,902
	164,040 487 (2,567) 102,496 (1,112) (538) (95,223) (6,171) - (725) (122,012) -	161,707 (25,743) 2,131 91,650 (365) (11,675) (41,828) 150 (97) (578) (184,164) 758
	38,675	(8,054)
	- 2,456 (37,603) 7 232 2,500 273,447 1,972 17,993	(10,693) 4,188 17,236 (7) 45,636 (1,311) 141,959 (1,261) 26,754
	261,004	222,501
	(79,074) 17,369 6,009 63,804 (48,634) (4,093) (7,914) (39,585) (1,923)	18,203 (54,354) (7,803) (39,069) 11,520 (29,485) (4,744) 667 (1,210)
	(94,041)	(106,275)
	166,963	116,226
	205,638	108,172
	339,044 1,112 538 (103,192) (54,536)	225,074 369 11,675 (89,945) (39,318)
	182,966	107,855
	50,347 13,518 - (162,006) (1,350) 9,337 - (5,604) 20,962 (2,461)	- - 2,000 (126,378) - 47 12,433 (13,318) 81,727 1,515
	(77,257)	(41,974)
	124,064 188,674 (234,929) 30,000 (30,000) (93,674) 679 31,613	(77,166) 164,290 (185,664) - 10,000 (111,849) 47 7,104
	16,427	(193,238)
	102	18
	122,238 87,976	(127,339) 215,315
	$ 210,214	87,976

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

Chief Accounting Officer: Weng, Wei-Chun

`【` Attachment II `】` Audit Committee’s Review Report on the 2023 Final Accounting Books and Statements

Audit Committee’s Review Report

The board of directors have compiled and delivered the Company’s 2023 Business Reports, the Financial Statements for the year ended December 31, 2023, 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 2024 Regular Shareholders’ Meeting

CHIA HER INDUSTRIAL CO., LTD.

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

March 14, 2024

`【` Attachment III `】` Profit Distribution Table

CHIA HER INDUSTRIAL CO., LTD.

Profit Distribution Table

Year 2023

Unit: NT$

	Amount	Amount
Items	Subtota	Total
Beginning retained earnings		$51,254,506
add`：`Disposal of equity instruments at fair value through other comprehensive income by associates	10,335,405
reduce`：`Other comprehensive income for the period	(3,260,143)
Netprofit after tax for theyear	51,463,486
Subtota		58,538,748
Legal reserve(10%)		(5,853,875)
Special reserve		(103,939,379)
Unappropriated retained earnings		0
Endind retained earnings		0

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

business plan	business plan
Items		2022	2023	Increase/ Decrease	Rate of change
		Amount	Amount	Amount	%
Operatingrevenue		2,484,187	2,656,752	172,565	6.9
Operatingcosts		2,201,379	2,256,826	55,447	2.5
Grossprofit		282,808	399,926	117,118	41.4
Operatingexpenses		341,188	413,655	72,467	21.2
Net operatingloss		(58,380)	(13,729)	44,651	(76.5)
Non-operatingincome and expenses		175,282	147,135	(28,147)	(16.1)
Profit(loss)before income tax		116,902	133,406	16,504	14.1
Less: Income tax expense		18,266	58,005	39,739	217.6
Net income(loss)for theperiod		98,636	75,401	(23,235)	(23.6)
Other comprehensive income for the period (net of Income tax)		(17,036)	21,973	39,009	(229.0)
Total comprehensive income (loss) for theperiod		81,600	97,395	15,795	19.4
Profitability	Return on total assets(%)	2.75	2.57	(0.18)	(6.5)
	Return on equity (%)	6.47	4.58	(1.89)	(29.2)
	Ratio of income before tax to paid-in capital(%)	14.48	15.66	1.18	8.1
	Netprofit margin(%)	3.97	2.84	(1.13)	(28.5)
	Earningsper share(NT$)	1.09	0.61	(0.48)	(44.0)

1. Reasons for differences:

(1) The increase in operating expenses is primarily due to higher commissions recognized for construction revenue in fiscal year 2023.
(2) The decrease in operating loss is mainly attributed to the recognition of construction revenue in fiscal year 2023, resulting in a reduction in operating loss.
(3) The increase in income tax expense is primarily due to the increase in income tax expense recognized for fair value adjustments at the San She Plant.
(4) The decrease in net profit is mainly attributed to higher income tax recognition, leading to a decrease in net profit.
(5) The increase in other comprehensive income for the period is primarily due to the increase in benefits recognized through equity method for associates measured at fair value through other comprehensive income.
Description of profitability:
(1) The increase in the ratio of net profit before tax to paid-in capital is primarily due to the higher amount of paid-in capital in fiscal year 2023.
(2) The decrease in net profit margin is mainly attributed to higher income tax expenses in fiscal year 2023.

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

Article No.	Revised text	Original text	Remarks
Article 27	(Employees’compensation and directors’remuneration) If the Company achieves profitability for the year, it should allocate2% to 10%for employee compensation and not more than 4% for director remuneration. However, in cases where the company has accumulated losses, an amount should be reserved in advance for compensatory purposes. Employee compensation may be provided in the form of stocks or cash. The recipients of such employee compensation, whether in stocks or cash, may include specific employees of subsidiary companies who meet certain conditions. The "conditions" and "specific employees" are determined by the Board of Directors.	(Employees’compensation and directors’remuneration) If the Company achieves profitability for the year, it should allocateno less than 4% for employee compensation and not more than 4% for director remuneration. However, in cases where the company has accumulated losses, an amount should be reserved in advance for compensatory purposes. Employee compensation may be provided in the form of stocks or cash. The recipients of such employee compensation, whether in stocks or cash, may include specific employees of subsidiary companies who meet certain conditions. The "conditions" and "specific employees" are determined by the Board of Directors.	Revise the scope of employee remuneration allocation
Article 27-1	(Dividend Policy) If the Company generates profits at the end of the fiscal year, apart from setting aside provisions for income tax, it shall first offset any accumulated losses from previous years. Subsequently, 10% of the remaining balance shall be allocated to the statutory surplus reserve, unless the legal capita; surplus reserve has already reached the amount of the Company's paid-in capital, in which case this requirement does not apply. Additionally, allocations or reversals to special reserves shall be made in accordance with laws or regulations stipulated by regulatory authorities. If there are still profits remaining after these allocations, the Board of Directors shall prepare a resolution for distribution. When carried out through the issuance of new shares, such distribution shall be subject to resolution bythegeneral	(Dividend Policy) If the Company generates profits at the end of the fiscal year, apart from setting aside provisions for income tax, it shall first offset any accumulated losses from previous years. Subsequently, 10% of the remaining balance shall be allocated to the statutory surplus reserve, unless the legal capita; surplus reserve has already reached the amount of the Company's paid-in capital, in which case this requirement does not apply. Additionally, allocations or reversals to special reserves shall be made in accordance with laws or regulations stipulated by regulatory authorities. If there are still profits remaining after these allocations, the Board of Directors shall prepare a resolution for distribution. When carried out through the issuance of new shares, such distribution shall be subject to resolution bythe shareholders'

Article No.	Revised text	Original text	Remarks
	shareholders' meeting prior to distribution. The distribution of dividends or bonuses, whether from legal capital surplus,, or capital surplus, in whole or in part.If conducted through cash distribution, the Board of Directors may be authorized to do so by a majority vote of over two-thirds of the directors present, provided that the majority of attending directors consent. Following this, a report shall be submitted to the shareholders' meeting. The distribution of dividends by the Company should take into account the characteristics of changes in the industry's business cycle, considering the future capital requirements and tax implications of various product life cycles. Dividends should be distributed with the aim of maintaining dividend stability. The distribution of dividends shall not be less than 30% of the distributable profits for the current fiscal year, with the cash dividend portion not less than 10% of the shareholder dividends for the current year. However, if the cash dividend per share is below NT$0.1, it will not be distributed, and instead, it will be distributed in the form of stock dividends.	meeting prior to distribution. If conducted through cash distribution, the Board of Directors may be authorized to do so by a majority vote of over two-thirds of the directors present, provided that the majority of attending directors consent. Following this, a report shall be submitted to the shareholders' meeting. The distribution of dividends by the Company should take into account the characteristics of changes in the industry's business cycle, considering the future capital requirements and tax implications of various product life cycles. Dividends should be distributed with the aim of maintaining dividend stability. The distribution of dividends shall not be less than 30% of the distributable profits for the current fiscal year, with the cash dividend portion not less than 10% of the shareholder dividends for the current year.	Adding provisions related to the distribution of new shares and cash from capital surplus. Adding restrictions on cash dividend distribution
Article 30.	These Articles of Incorporation are agreed to and signed on December 2, 1972. (Continued) The 38th amendment was made on June 24, 2022. The 39th amendment was made on June 27, 2023. The 40th amendment is expected to be made on June 25, 2024	These Articles of Incorporation are agreed to and signed on December 2, 1972. (Continued) The 38th amendment was made on June 24, 2022. The 39th amendment was made on June 27, 2023.	New amendment date

`【` Attachment VI `】` Lifting the non-compete restriction on newly ppointed Independent Directors

Job title/No.	Name	Company and position
Independent Director	Tseng, Ying-Chi	Shengfu Construction Co., Ltd. / General Manager

`【` Attachment VII `】`

CHIA HER INDUSTRIAL CO., LTD.

2024 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$2,503,846 thousand/year, gross profit: NT$487,552 thousand/year, profit before tax: NT$103,054 thousand/year. Please refer to the attachment: Statement of Estimated Income (Parent Company Only) for the Year Ended December 31, 2024 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
The development and activation of the San She Factory and land aim to increase non-core revenue streams.
The development and activation of the San She Factory and idle land aim to increase non-core revenue streams.
Initiating the "Stay in Taiwan" factory construction project.
(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
(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
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.
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

Production and sales policies
(1). 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 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. Production and development of high-margin blended fabric products to become a leading domestic manufacturer.

  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

  8. Shipping of automotive products to increase revenue.

(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
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 - 6-2  FDA Listing; List no.D429083 ; Owner no.10079517
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Product mix
(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 -

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

(3). Dyeing and weaving product mix -

	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 ․PolyPants

Research and development work

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 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 keycomponents
	High-value wool spinning	 Value innovation/Increase technological autonomy

R&D field	Subfield	Objective
	technology development	Based on the existing spinning technology, further develop high-quality and high value-added spinning technology to achieve high value ofproducts and technologyinnovation
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 technologywith 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 the fiscal year 2024, the Company is expected to ship electric vehicle products, leading to an increase in the gross profit margin. Additionally, the company will initiate the "Rooted in Taiwan" project, aiming to establish a brand-new smart and energy-efficient factory at the San She Plant. This project will begin planning in fiscal year 2024 and is projected to be completed by Q2 of fiscal year 2027. This initiative will transform Jiahe and pave the way for sustainable operations.

CHIA HER INDUSTRIAL CO., LTD.

Statement of Estimated Income (Parent Company Only) for the Year Ended December 31, 2024

	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand
	Q1 2024		Q2 2024		Q3 2024		Q4 2024		2024
Item / Year		Ratio		Ratio		Ratio		Ratio
	(estimated)		(estimated)		(estimated)		(estimated)		(estimated)

Operating revenue	762,604	100.00%	580,619	100.00%	595,680	100.00%	564,943	100.00%	2,503,846
Operating costs	623,979	81.82%	461,266	79.44%	480,103	80.60%	450,946	79.82%	2,016,294
Gross profit	138,625	18.18%	119,353	20.56%	115,577	19.40%	113,997	20.18%	487,552
Operating
	99,259	13.02%	96,459	16.61%	97,128	16.31%	97,744	17.30%	390,590
expenses

Operating income
	39,366	5.16%	22,894	3.94%	18,449	3.10%	16,253	2.88%	96,962
(loss)

Non-operating
income and	249	0.03%	503	0.09%	(1,522)	-0.26%	6,862	1.21%	6,092
expenses
Profit (loss) before
	39,615	5.19%	23,397	4.03%	16,927	2.84%	23,115	4.09%	103,054
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
F108040 Wholesale of Cosmetics
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
F208040 Retail Sale of Cosmetics
F301010 Department Stores
F301020 Supermarkets
F401010 International Trade
F501060 Restaurants
G801010 Warehousing and Storage
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: (Employees’ Compensation and Directors’ Remuneration)

If the Company makes profit at the fiscal year end, it shall appropriate 4% of the profit for employees’ compensation and no less than 4% for remuneration to directors. However, if the Company still has accumulated losses, it shall set aside the amount to cover losses first.

Employee compensation may be provided in the form of stocks or cash. The recipients of such employee compensation, whether in stocks or cash, may include specific employees of subsidiary companies who meet certain conditions. The "conditions" and "specific employees" are determined by the Board of Directors.

Article 27-1: (Dividends Policy)

If the Company generates profits at the end of the fiscal year, apart from setting aside provisions for income tax, it shall first offset any accumulated losses from previous years. Subsequently, 10% of the remaining balance shall be allocated to the statutory surplus reserve, unless the legal capita; surplus reserve has already reached the amount of the Company's paid-in capital, in which case this requirement does not apply. Additionally, allocations or reversals to special reserves shall be made in accordance with laws or regulations stipulated by regulatory authorities. If there are still profits remaining after these allocations, the Board of Directors shall prepare a resolution for distribution. When carried out through the issuance of new shares, such distribution shall be subject to resolution by the shareholders' meeting prior to distribution. If conducted through cash distribution, the Board of Directors may be authorized to do so by a majority vote of over two-thirds of the directors present, provided that the majority of attending directors consent. Following this, a report shall be submitted to the shareholders' meeting.

The distribution of dividends by the Company should take into account the characteristics of changes in the industry's business cycle, considering the future capital requirements and tax implications of various product life cycles. Dividends should be distributed with the aim of maintaining dividend stability.

The distribution of dividends shall not be less than 30% of the distributable profits for the current fiscal year, with the cash dividend portion not less than 10% of the shareholder dividends for the current year.

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. The 39th amendment was made on June 27, 2023.

【 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

Book closure date: April 27, 2024

Job title	Name	Shareholding	Shareholding
		Shares	Ratio(%)
Chairman	Po Chang Investment Co.,Ltd. Representative: Weng,Wei-Hsiang	3,572,968	4.19
Director	Po Chang Investment Co.,Ltd. Representative: Chen,Jun-Hong
Director	Po Chang Investment Co.,Ltd. Representative: Weng,Chuan-Hui
Director	Holding International Co., Ltd. Representative: Weng,Mao-Chin	7,010,529	8.23
Director	Holding International Co., Ltd. Representative: Weng,Jung-Chuan
Director	Wu, Chien-Tung	0	0
Director	Hsieh, Wen-Chi	229,422	0.27
Director	Ting, Yung-Chih	605,838	0.71
Independent Director	Lin, Chi-Lung	0	0
Independent Director	Wang, Hsin-Min	0	0
Independent Director	Kuo, Nan-Chiang	0	0
Total		11,418,757	13.40

The minimum number of shares held by directors shall be 6,816,808 (shares).

AI assistant

CHIA HER — AGM Information 2024

51811_rns_2024-07-11_1817713f-3c23-43e0-a3be-fe4d60754570.pdf

CHIA HER INDUSTRIAL CO., LTD

2024 Regular Shareholders’ Meeting Agenda Handbook

Table of Contents

Chia Her Industrial Co., Ltd. Agenda of 2024 Regular Shareholders’ Meeting

Two. Chairman Remarks

One. Call the Meeting to Order

Two. Chairman Remarks

Three. Management Presentation (Company Reports)

1. 2023 Business Report

Four. Proposals for Ratification

Five. Matters for Deliberation

【 Case No. 1 】

Six. Election Matters

【 Case No. 1 】

Seven. Other Matters

【 Case No. 1 】

Eight. Extempore motion

Nine. Adjournment

【 Attachment I 】 Business Report

1. 2023 Business Results

(4). Research and development work

2. Summary of 2024 Business Plan

(1) Business policy

F. Conclusion

(2) Wool spinning product mix

(3) Dyeing and weaving product mix

(4) Research and development work

(5) Long-term business development plan

2023 Final Accounting Books and Statements

CPA Audit Report

Opinion

Basis for Opinion

Other Matters

Key audit matters

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

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

KPMG Taiwan

CHIA HER INDUSTRIAL CO., LTD.

Balance Sheets

As of December 31, 2023 and 2022

Unit: NT$ thousand

CHIA HER INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

CHIA HER INDUSTRIAL CO., LTD.

Statements of Changes in Equity

From January 1 to December 31, 2023 and 2022

CHIA HER INDUSTRIAL CO., LTD. Statements of Cash Flows From January 1 to December 31, 2023 and 2022

CPA Audit Report

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

Opinion

Basis for Opinion

Other Matters

Key Audit Matters

III. Evaluation of investment property

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

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

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Balance Sheets

As of December 31, 2023 and 2022

Unit: NT$ thousand

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Statements of Comprehensive Income

From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries

Consolidated Statements of Changes in Equity

From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

CHIA HER INDUSTRIAL CO., LTD. and its subsidiaries Consolidated Statements of Cash Flows From January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

【 Attachment II 】 Audit Committee’s Review Report on the 2023 Final Accounting Books and Statements

Audit Committee’s Review Report

【 Attachment III 】 Profit Distribution Table

CHIA HER INDUSTRIAL CO., LTD.

Profit Distribution Table

CHIA HER AGM Information 2024

`【` Case No. 1 `】`

`【` Case No. 1 `】`

`【` Case No. 1 `】`

`【` Attachment II `】` Audit Committee’s Review Report on the 2023 Final Accounting Books and Statements

`【` Attachment III `】` Profit Distribution Table

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

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

`【` Attachment VI `】` Lifting the non-compete restriction on newly ppointed Independent Directors

`【` Attachment VII `】`