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CHIA TA AGM Information 2024

Jun 27, 2024

51959_rns_2024-06-27_2dec0ec8-038a-4a35-937f-49de8f4a4cdf.pdf

AGM Information

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Stock Code: 2033

CHIA TA WORLD CO.,LTD.

Handbook for the 2024 Annual Meeting of Shareholders

MEETING TIME: 9:00 A.M. on June 20th, 2024

PLACE: Meeting Room No 1. in No 1. Factory in Yongkang (No. 16, Ln. 317, Zhongzheng N. Rd., Yongkang Dist., Tainan City 710 , Taiwan (R.O.C.))

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Table of Contents

Table of Contents
Page
I. Meeting Procedure 03-03
II. Meeting Agenda 04-04
III. Report Items 05-05
1. Business Report for 2023 and Business report for 2024 05-09
2. Audit Committee’s Review of the 2023 Financial Statements 10-10
IV. Ratification Items 11-11
1. Business Report and Financial Report for 2023 11-11
2. 2023 Plan of Deficit Compensation 11-12
V. Discussion Items: Amendments for Certain Articles of the
Company's Articles of Association 13-13
VI. Election Items: Proposal for Director Election of the Company 14-14
VII. Other Matters: Release of Non-compete clause on Newly
Appointed Directors and their Representatives
15-15
VIII. Questions and Motions 16-16
IX. Adjournment 16-16

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Appendices Independent Audit Reports and Financial Statement for
2023
17-24
I. Articles of Incorporation (Before Amendments) 25-30
II. Rules of Procedure for Shareholders’ Meetings 31-39
III. Current Shareholding of Directors and Supervisors 40-40
IV. Other Disclosures 41-41

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Chia Ta World Limited Corporation Procedure for the 2024 Annual Meeting of Shareholders

Time: 9:00 a.m. on June 20[th] ,2024

Place: Meeting Room No 1. in No 1. Factory in Yongkang (No. 16, Ln. 317, Zhongzheng N. Rd., Yongkang Dist., Tainan City 710 , Taiwan (R.O.C.))

I. Call the Meeting to Order II. Chairperson Remarks III. Report Items IV. Ratification Items V. Discussion Items VI. Election Items VII Other Matters VIIIQuestions and Motions IX. Adjournment

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Chia Ta World Limited Corporation Year 2024

Agenda of Annual Meeting of Shareholders

Form of Shareholders’ Meeting: Physical

Time: 9:00 a.m. on June 20[th] ,2024

Place: Meeting Room No 1. in No 1. Factory in Yongkang (No. 16, Ln. 317, Zhongzheng N. Rd., Yongkang Dist., Tainan City 710 , Taiwan (R.O.C.))

  • I. Call the Meeting to Order

  • II. Chairperson Remarks

  • III. Report Items

  • Business Report for 2023 and Business report for 2024

  • Audit Committee’s Review of the 2023 Financial Statements

  • IV. Ratification Items

  • Business Report and Financial Report for 2023

  • 2023 Plan of Deficit Compensation

  • V. Discussion Items: Amendments for Certain Articles of the Company's Articles of Association

  • VI. Election Items: Proposal for Director Election of the Company

  • VII. Other Matters: Release of Non-compete clause on Newly Appointed Directors and their Representatives

  • VIII. Questions and Motions

  • IX. Adjournment

4

Report Items

One. Business Report for 2023 and Business report for 2024 Chia Ta World Limited Corporation Business Report

I. Business Report for 2024

(1).Result for Business reportfor 2023

Unit: Thousands of Dollars, Metric Ton

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Difference
Year
2022 2023
Account Names
Amount %
Sales Revenue 810,803 586,548 -224,255 -27.66
Cost of Sales 759,243 534,430 -224,813 -29.61
Gross Profits 51,560 52,118 558 1.08
Gross Margin 6.36 8.89 2.53 39.73
Operating Expense 66,637 58,190 -8,447 -12.68
Operating Income -15,077 -6,072 9,005 59.73
Total Non-Operating Income
587 2,345 1,758 299.49
and Expense
Income before Tax -14,490 -3,727 10,763 74.28
Net income -12,698 -3,112 9,586 75.49
Other Comprehensive Income
-2,843 740 3,583 126.03
of the period
Earnings per share -0.16 -0.04 0.12 75.00
Annual Sales 22,901 16,532 -6,369 -27.81
Annual Yield 14,980 12,290 -2,686 -17.94
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Reasons for differences are listed below:

  1. In 2023, the wire market remained sluggish until the third quarter, showing slight improvement thereafter. However, the average unit price for the year remained the same as last year, with a decrease in shipment volume by 6,369 metric tons compared to the previous year. Fortunately, the higher-priced inventory left over from 2022 has gradually been sold out, coupled with lower subsequent raw material and commodity unit costs, resulting in a 39.73% increase in overall gross profit margin compared to the same period last year.

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The gross profit amount from sales still slightly increased by NT$558 thousand compared to the same period last year.

  1. In 2023, the quantity of goods sold decreased, leading to a reduction of NT$3,577 thousand in export expenses and domestic freight costs. Moreover, salary-related expenses decreased by NT$3,214 thousand due to retirement without replacement of personnel. In summary, operating expenses decreased by NT$8,447 thousand compared to 2022.

  2. The net balance of non-operating income and expenses decreased by NT$2,548 thousand compared to the same period last year, primarily due to a decrease in foreign exchange losses in 2023. Non-operating income increased by NT$1,758 thousand compared to last year.

  3. Although 2023 did not meet expectations, there was a gradual decrease in the amortization of sales costs and an increase in gross profit margin quarter by quarter. Despite breaking even in the third quarter and turning losses into profits in the fourth quarter, the company still incurred a loss of NT$3,112 thousand for the entire year.

  4. (2) Cash inflows and outflows:

The comparison of cash inflows and outflows of the Company in 2023 and 2022 are listed below:

2022 are listed below:
Unit: Thousands
Items 2022
2023
Difference
Net Cash Inflows(Outflows)from
operating activities
12,742
58,458
45,716
Net Cash Inflows(Outflows)from
investing activities
-13,674
-5,026
8,648
Net Cash Inflows(Outflows)from
financing activities
22,858 -69,883 -92,741
  1. The net cash inflow (outflow) from operating activities, with a difference of NT$45,716 thousand, was mainly due to a decrease in accounts receivable in 2023, resulting in a cash inflow of NT$29,738 thousand, and a decrease in inventory in 2023, resulting in a cash inflow of NT$29,242 thousand.

  2. The net cash inflow (outflow) from investment activities, with a difference of 8,648 thousand, was primarily due to a decrease in cash outflows for the acquisition of property, plant, and equipment in 2023 compared to 2022.

  3. The net cash inflow (outflow) from financing activities, with a difference of cash outflow in NT$92,741 thousand, was mainly due to the repayment of shortterm borrowings without renewal in 2023, resulting in a cash outflow of 79,406 thousand, and the repayment of short-term notes upon maturity without renewal in 2023, resulting in a cash outflow of NT$10,056 thousand.

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(3) Analysis of profitability:

) Analysis of profitability:
Item 2022
2023
Rate in
difference
Returns on assets -0.74
-0.05
0.70
Returns on equity -1.22
-0.30
0.92
Profit rate -1.57 -0.53 1.04

In 2023, as the previously higher-priced inventory was gradually sold off and subsequent procurement of raw materials and goods was at lower prices, the gross profit increased quarter by quarter, leading to a reduction in the extent of losses and an improved profitability compared to 2022.

  • (4) The research performance in 2023:

  • Continuously gather relevant data for process statistics, analysis, and testing, systematically eliminating factors that may affect product defect rates and loss rates to improve product quality and yield.

  • Improve the pickling process on the production racks to release tension and extrusion pressure, ensuring thorough cleaning of raw materials and enhancing product quality and yield.

II. Business plan for 2024

Taiwan's economic development has long relied on exports, making all economic activities highly susceptible to global economic conditions. Additionally, Taiwan's relationship with China is significantly influenced by political factors. Often, due to Chinese intervention, Taiwan cannot sign more favorable tariff agreements, resulting in higher export costs compared to other Southeast Asian countries. Breaking through export barriers becomes increasingly challenging. Moreover, amidst the ongoing trade tensions between the U.S. and China, the unresolved conflict between Russia and Ukraine, and the persistent Israel-Palestine conflict, the export market becomes even more precarious. As an island nation deeply reliant on international trade, Taiwan can only hope for the swift resolution of the conflicts and the gradual recovery of the Chinese economy. Furthermore, it anticipates that economic revitalization projects and infrastructure developments in the U.S., Europe, and other parts of the world will stimulate steel market demand. The operational strategy proposed for 2024 is outlined as follows:

  1. Continuously seek sources of raw materials and procure materials with cost advantages to prioritize cost reduction.

  2. Implement a grading system for products according to customer demands to meet various customer needs.

  3. Invest in new generation drawing machines to enhance the quality and production capacity of drawn products.

  4. Continuously upgrade existing equipment and optimize processes to

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improve product capacity and quality.

  1. Strengthen communication with customers and enhance sales services to increase order acquisition efforts.

  2. Implement ISO 9001:2015 standards to continuously improve quality and operational effectiveness.

  3. Strengthen upstream and downstream relationships to ensure secure raw material supply, consolidate sales channels, and create win-win situations.

  4. Enhance market responsiveness mechanisms in terms of pricing and customer demands to adapt to rapidly changing markets and secure orders.

  5. Strictly control capital expenditures and reduce the debt ratio.

3. Future development strategies, the influence of external environment and competition and the influence of regulations and macro-economic environment

  • (1) Future development strategies

  • The wire market exhibits diverse demands, varying according to different customer segments. To align with customer quality requirements, we adopt a strategy of diversified and customized production. By utilizing raw materials from different sources and fine-tuning production processes or conditions, we aim to satisfy the needs of various customers, thereby enhancing customer satisfaction.

  • Mitigating material shortage risks involves adopting a multi-supplier procurement approach for raw materials. This strategy enables effective management of material sources, diversification of market risks, and acquisition of favorable raw material prices from stable supply sources.

  • To avoid overreliance on specific sales markets, we continuously develop and cultivate markets in Japan, the United States, mainland China, and Southeast Asia. This proactive approach expands market reach and improves overall sales performance.

  • Investment in state-of-the-art drawing machinery and the upgrade of existing equipment aim to enhance product quality and capacity to adapt to market changes. Upgrading production equipment's electronic control systems extends their lifespan and reduces production costs.

  • We have installed approximately 154KW solar power generation equipment for self-use purposes. Through this equipment, we obtain carbon credits as green energy certificates, enabling us to address future domestic and international carbon tax issues and further advance ESG governance efforts. The wire market’s demand is diverse. The company will supply a variety of products to satisfy different group of customers’ needs. To satisfy the demand, the Company will purchase material from different resources and tweak the production process and situation to satisfy the customer in

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many aspect and rise the satisfaction of the customers.

  • (2) The influence of external environment and competition Internationally, there is a proactive effort to combat inflation. While prices of raw materials such as energy, iron ore, and coal remain volatile, the magnitude of fluctuations is gradually converging. Moreover, with major economies around the world progressively implementing economic stimulus policies, the future of the steel market remains promising. Our company continues to monitor international market prices and grasp economic trends. In the event of external environmental changes, we can promptly adjust our sales and procurement strategies, effectively mitigating the impact of such changes on the company. To respond to future changes in steel prices, we will adopt more flexible raw material procurement and inventory management strategies, adjusting raw material inventory and securing favorable procurement prices to generate higher operational performance and profits.

  • (3) The influence of regulations and macro-economic environment With increasingly stringent government regulations on corporate operations, the Financial Supervisory Commission (FSC) has also mandated that listed companies disclose information regarding greenhouse gas inventories in the future. Our company complies with these regulations to fulfill our corporate social responsibility while also boosting employee morale. Despite challenges such as rising oil and electricity prices, waste management, and environmental concerns, which make the operating environment increasingly difficult and costs higher, the company continues to prudently adapt to reduce the potential impacts of environmental changes.

Although the demand did not meet expectations in 2023 and the loss amount decreased compared to 2022, we deeply apologize to all investors for not being able to generate profits. Looking ahead to the rapidly changing business environment in 2024, we firmly believe that with the full support of shareholders and the oversight of the board of directors, all employees will work together to achieve our goals.

Chairman: WU,TA-HO Manager: CHEN,ZHENG-PING Accounting Supervisor: WANG,QIU-YUE

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Two. Report Items Audit Committee’s Review of the 2023 Financial Statements

Chia Ta World Limited Corporation

Audit Committee’s Review of the 2023 Financial Statements

The Board of Directors has prepared the Company's 2023 Annual Business Report, Financial Statements and Statement of Earnings Distribution, of which the financial statements have been audited by the Company's auditors, NAN TAI UNION & CO., and has issued a report thereon; the above-mentioned Business Report, Financial Statements and Statement of Earnings Distribution have been examined by the Audit Committee and found to be in order, and the Committee hereby submits its report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Chia Ta World Limited Corporation

Convener of Audit Committee: YANG,BI-

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CUN

March, 7, 2024

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Ratification Items

1.

Proposal: 2023 Business Report and Financial Statements (Proposed by the Board) Explanation:

  • I. The business report and financial reports has been resolved by the Board on March 7[th] , 2024. The financial reports have been sealed by the chairman, manager and accounting supervisor. The independent auditor’s report has been issued by Independent Accountant TSAI, YU-CHIN and CHANG, TAI-YUAN in NAN TAI UNION & CO. (please refer to the page 11 to 20 in the attachment) The operating reports and financial reports have been reviewed by audit committee.

  • II. According to the International Standard on Auditing’s revision on independent audit reports and related standards, listed companies should communicate with their accountant and disclosed its Key Audit Matters for financial reports issued since 2016.

  • III. For the supplementary notes of financial report of 2023, key audit matters about assessment of inventories, impairment loss of property, plant and equipment and investment property, please refer to the attachment on page 13 to 15.

  • IV. Adopted.

Resolution:

2.

Proposal: 2023 Deficit Compensation (Proposed by the Board) Explanation

  • I. The deficit after tax of the Company is $3,112,300 in 2023. The Company should prepare statement of deficit compensation in accordance with Article 228 of the Company Act.

  • II. Due to net loss after tax in 2023, considering the future plan od operation and demand for operating fund, the Company decided not to distributed its retained earnings.

  • III. Adopted.

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Chia Ta World Limited Corporation
Deficit Compensation Statement
2023 (Unit: NTD$)
Items Total
Unappropriated retained earnings of prior years 1,470,349
Add: Other comprehensive income (Remeasurement of
114,122
Defined Benefits Plan)
2024 net profit (loss) (3,112,300)
Earnings available for distribution (1,527,829)
Distributable items:
Less: Accrued statutory reserves -
Earnings yet to be distributed (1,527,829)
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Chairman: WU,TA-HO Manager: CHEN,ZHENG-PING Accounting Supervisor: WANG,QIU-YUE

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Resolution:

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Discussion Items

Proposal: Amendments for Certain Articles of the Company's Articles of Association (Proposed by the Board of Directors)

Explanation:

  • I. Amendment to Article 24 with the addition of the revision date.

  • II. Enclosed is a table comparing the articles of the company's articles of association before and after the revision.

  • III. Please proceed to discuss.

e and after the revision.
eproceed to discuss.
Articles after amendments made Articles before amendments made Description
Resolutions adopted at a Board of
Directors’ meeting shall be recorded
in the minutes of the meeting, which
shall be affixed with the signature or
seal of the chairman of the meeting
and shall be keep in the Company
and distributed to all directors of the
Company within twenty (20) days in
electronic form after the close of the
meeting. The meeting minutes shall
accurately record the methods by
which resolutions were adopted. The
aforementioned meeting minutes and
the attendance book of the directors
and proxy form shall be kept for at
least one year.


Resolutions adopted at a Board of
Directors’ meeting shall be recorded
in the minutes of the meeting, which
shall be affixed with the signature
and seal of the chairman of the
meeting and shall be keep in the
Company and distributed to all
directors of the Company within
twenty (20) days in electronic form
after the close of the meeting. The
meeting minutes shall accurately
record the methods by which
resolutions were adopted. The
aforementioned meeting minutes
and the attendance book of the
directors and proxy form shall be
kept for at least oneyear.
Text
Revision
Article 33
Established on April 8th, 1973.
The 1st amendment was made
on April 5, 1976.
The 32nd amendment was made
on June, 20th,2024.
Article 33
Established on April 8th, 1973.
The 31st amendment was made
on June 21, 2022.
Addition of
the
Revision
Date

Resolution:

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Election Items

Proposal: Proposal for Director Election of the Company. (Proposed by the Board of Directors)

Explanation:

  • I. The current directors (including independent directors) of the Company will reach the end of their term on July 25, 2024. A comprehensive re-election will be conducted at this year's shareholders' meeting in accordance with legal requirements.

  • II. In accordance with the Company's articles of association, seven directors (including three independent directors) are to be elected at this time. Director candidates will be nominated by shareholders, who will vote on the list of director candidates.

  • III. Newly elected directors will take office immediately after this year's meeting and will serve a term of three years, from June 20, 2024 to June 19, 2027.

  • IV. The list of director candidates was approved by the Company's board of directors on May

  • 8, 2024. Relevant information is as follows:

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Number of
Category Name 學歷 Experience
Share Holdings
Graduated from Chairman of Advanced Electronic
Director WU,TA-HO 6,859,931
University Materials INC.
Wealth Investment Co., LTD Graduated from
Chairman of Yuanying
Director Representative: Chuang, Senior High 1,049,946
Hui-Chen School Construction Company
Zeng Wen-Jun Acquire
Chairman of Wanying Investment
Director Undergraduate 3,285,730
Company
Degree
Li Shi-Min Graduated from
Deputy Manager of Chia-Ta
Director Junior High 338,000
General Affairs Department
School
Hu Jin-Lian Graduated from
Independent CPA at De-chang Accounting
Ling Tung 0
Director Firm
University
Huang Ming-Shan 1. Manager at ChipMOS
Master of
Technologies INC.
Independent Science,
2.Deputy Manager at Solar 0
Director National Taiwan
Applied Materials Technology
University
Corp
Wang Jun-Teng Chihlee
Independent 1. Executive Director of Songmao
University of 0
Director Metal Industries Co., Ltd.
Technology
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Voting Results:

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Other Matters

Proposal: Release of Non-compete clause on Newly Appointed Directors and their Representatives (Proposed by the Board of Directors) Explanation:

  • I. In accordance with Article 209 of the Company Act, directors engaging in activities for themselves or others within the scope of the company's business shall explain the significant content of their actions at the shareholders' meeting and obtain their consent.

  • II. Pursuant to Article 26-1 of the Securities and Exchange Act and Article 172 of the Company Act, if the newly appointed directors of the Company (including legal persons and their appointed representatives) engaging in investment or operation of other companies within the same or similar scope of business as the Company, and serving as directors or appointing representatives to serve as directors, they should propose to seek shareholders' consent to lift the restriction on director's noncompetition, provided that it does not prejudice the interests of the Company.

Resolution:

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Questions and Motions

Adjournment

16

Appendix

NAN TAI UNION & CO.

CERTIFIED PUBLIC ACCOUNTANTS

12F.-3, No. 153, Sec. 2, Minzu Rd., West Central Dist., Tainan City , Taiwan (R.O.C.)

TEL:06-2110566 FAX:06-2242552 E-MAIL [email protected]

7F., No. 316, Chuiyang Rd., East Dist., Chiayi City, Taiwan (R.O.C.)

Independent Auditors’ Report

To Chia Ta World Co., Ltd.

Opinion

We have audited the accompanying financial statements of Chia Ta World Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2023 and 2022, and the 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 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 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.

Basic for Opinion

We conducted our audits 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 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 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 Company’s financial statements for the year ended December 31, 2023are stated as follows:

Assessment of Inventories

Explanation

As of December 31, 2022, inventories of the Company amounted to NT$249,693 thousand (net of loss for market price decline and obsolete and slow-moving inventories NT$9,393 thousand). Please refer to Notes 4 and 6-3.

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The management recognizes the loss for obsolete inventories according to inventory age, obsolete, and quality condition, and assesses the net realizable value of normal products, and recognizes the loss for market price decline inventories by the lower of cost and net realizable value.

Audit Procedures in Response

The main audit procedures performed in respect of the above-mentioned key audit matter are as follows:

  1. We conducted detailed test to the inventory account, to verify the material cost, manual input and administrative expenses have been reasonably allocated to adequate inventory items.

  2. We compared the recent purchase and sales price with the book value of ending inventory on a sample basis, to ensure the inventories are assessed by the lower of cost and net realizable value.

  3. We compared the inventory quantities recorded in ending inventory account with physical inventory list, to verify the existence and completeness of inventory, supervised the stocktaking at the site of counting, and obtained an understanding of the inventory condition, to assess the appropriateness of the allowance for inventory valuation losses to obsolete and damaged inventories.

Impairment of Property, Plant and Equipment

Explanation

As of December 31, 2023, property, plant and equipment of the Company amounted to NT$456,329 thousand, which accounts for 36% of total assets. The Company assesses whether there’s impairment indicator of property, plant and equipment on regular basis, based on IAS 36 “Impairment of Assets.” The recoverable amount of the cash-generating unit of the assets mentioned involved many assumptions and estimations, and the method of estimation directly affects the recognition of the related amount; therefore, this is one of the key audit matters. Audit Procedures in Response

The main audit procedures performed in respect of the above-mentioned key audit matter are as follows:

  1. We obtained an understanding of the assessment method of impairment of assets and the related condition of execution.

  2. We assessed the rationality of management’s identification of impairment indicators and the appropriateness of the assumptions, including the identification of cash-generating units, cash flow projections, discount rate, etc.

Impairment of Investment Property

Explanation

As of December 31, 2023, property, investment property of the Company amounted to NT$164,768 thousand, which accounts for 13% of total assets. The Company assesses whether there’s impairment indicator of investment property by external experts’ report. The external experts’ estimation to the valuation of assets depends on the choice of valuation method, reference source, etc., and the estimation results affect the recognition of related amount; therefore, this is one of the key audit matters.

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Audit Procedures in Response

The main audit procedures performed in respect of the above-mentioned key audit matter are as follows:

  1. We assessed the independence, objectivity, and competency of external experts.

  2. We check the consistency between the schedule of property and the related materials for evaluation provided by the management to the external experts.

  3. We assessed the rationality of the property valuation method that the external experts used.

  4. We check the accuracy of the publicly available information quoted by the external experts.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

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

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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.

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  1. 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.

  2. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the 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 financial statements for the year ended December 31, 2022 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.

NAN TAI UNION & CO.

CPA Tsai, Yu-chin CPA Chang, Tai-yuan

Reference Number of the (84)No. Taiwan-Finance-Securities-VI-24317 FSC Approval letter No. Financial-Supervisory-Securities-Auditing-1010056303

March 7, 2024

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Appendix 1

Chia Ta World Limited Corporation Article of Association (before amendments)

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 佳大世界股份有限公司 in Chinese and CHIA TA WORLD CO., LTD. in English.

Article 2 The Company operates the following business:

  1. CA01060 Steel Wires and Cables Manufacturing

  2. CA01020 Iron and Steel Rolling and Extruding

  3. CA01050 Steel Secondary processing

  4. CA02040 Spring Manufacturing

  5. CB01990 Other Machinery Manufacturing

  6. CD01030 Motor Vehicles and Parts Manufacturing

  7. CD01040 Motorcycles and Parts Manufacturing

  8. CD01050 Bicycles and Parts Manufacturing

  9. CN01010 Furniture and Decorations Manufacturing

  10. F113050 Wholesale of Computers and Clerical Machinery Equipment

  11. F118010 Wholesale of Computer Software

  12. I301010 Information Software Services

  13. F113030 Wholesale of Precision Instruments

  14. E605010 Computer Equipment Installation

  15. CC01110 Computer and Peripheral Equipment Manufacturing

  16. CC01040 Lighting Equipment Manufacturing

  17. F119010 Wholesale of Electronic Materials

  18. F113020 Wholesale of Electrical Appliances

  19. CC01080 Electronics Components Manufacturing

  20. CB01020 Affairs Machine Manufacturing

  21. CE01010 General Instrument Manufacturing

  22. CE01030 Optical Instruments Manufacturing

  23. I301020 Data Processing Services

  24. I301030 Electronic Information Supply Services

  25. F401010 International Trade

  26. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures

  27. F106010 Wholesale of Hardware

  28. F113010 Wholesale of Machinery

  29. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories

  30. F114040 Wholesale of Bicycle and Component Parts Thereof

  31. H703090 Real Estate Business

  32. H701010 Housing and Building Development and Rental

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  1. J901020 Regular Hotel

  2. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

  3. Article 2-1 According to Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, the Company can make endorsements and guarantees for business needs.

  4. Article 2-2 The total amount of its investments in such other companies may exceed forty percent of the amount of its own paid-up capital which is not restricted by Article 13 in Company Act.

  5. 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 of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.

  6. Article 4 Public announcements of the Company shall be made according to Article 28

  7. of the Company Act.

Chapter 2 Capital Stock

  • Article 5 The total capital stock of the Company shall be in the amount of 1200,000,000 New Taiwan Dollars, divided into 120,000,000 shares, at 10 New Taiwan Dollars

  • each, to be issued in installments.

  • Article 6 The Company’s stock can be issued with signature of the directors who represent the Company ,or sealed then approved by law. Non-physical issuance can be issued in uncertificated form.

  • Article 7 The name, address and seal should be recorded for check, the same also applies to any modification thereof.

  • Article 8 In the transfer of registered shares, the transferors should transfer the stock by endorsement and the assignees shall sign their names on the stock. The name and address of assignees should be recorded on the shareholder list.

  • Article 9 The Company's shareholders' services shall be governed by the "Regulations Governing the Administration of Shareholder Services of Public Companies" issued by the securities regulatory authorities.

  • Article 10 Deleted

  • Article 11 No share shall be transferred 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 Company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders’ Meeting

  • Article 12 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 according to the law within six months after close of each fiscal year. Special meetings shall be convened whenever

  • necessary according to the laws and regulations. Special meetings should be convened according to related laws and regulations. The delivery of the shareholders’ meeting notice can be done in written or electronic form with the approval of the Company’s shareholders. The shareholders’ meeting can be done by conference call or other form announced by the Ministry of Economic Affairs.

  • Article 13 If a shareholder is unable to attend a shareholders' meeting for any reason, he/she may in accordance with Article 177 of the Company Act, appoint a proxy to attend the shareholders' meeting by dealing or signing letter of authorization specified the scope of authorization in accordance with the "Regulations

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Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authority.

  • Article 14 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 the vice chairperson shall serve as chair. If both president and vice president are on leave, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

  • Article 15 Unless otherwise provided by the act, each shareholder is entitled to one vote for each share held. Article 16 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

  • Article 17 The minutes of the shareholders' meeting shall be prepared, signed or sealed by the chairperson and distributed to the shareholders within 20 days of the meeting. The foregoing minutes may be distributed by public announcement on Market Observation Post System to the shareholders. The meeting minutes of shareholders’ meeting shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company. The attendance book of the directors and proxy form shall be kept for at least one year. If the shareholders file a lawsuit according to Article 189, the book of shareholder present in the meeting and the letter of authorization of proxy should be preserved until the lawsuit ends.

  • Article 17-1 The Company shall file resolution to its shareholders’ meeting if it decided not to list. During the period of listed and emerged, this article still take effect.

Chapter 4 Board of Directors and Audit Committee

Article 18 The Company shall have nine to fifteen directors who shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director shall be three years; he/she may be eligible for re-election.

The aforementioned number of directors shall consist of at least three independent directors and the independent directors shall account for no less than one-fifth of the total number of directors.

  • The appointment of the boards is done by nomination. The shareholder can elect the board from the list of nominees.

The professional requirements, restrictions on shareholding and concurrent employment, determination of independence, nomination and election as well as other matters to be complied with for independent directors shall be in accordance with relevant laws and regulations.

The Company has set up audit committee and may set up other functional committee.

The Audit Committee shall consist of all independent directors with not less than three members; one of whom shall be the convener and at least one of whom shall have accounting or financial expertise. The duty, organization, exercising power and other matters of compliance should be done according to the relevant regulations and the Company’s regulations.

Article 19 When the vacancy of directors reaches one-third, the board of directors shall convene an extraordinary meeting of shareholders within 60 days for by-election, and the term of office shall be limited to make up for the original term.

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  • Article 20 When the term of office of a director expires and no re-election is performed, the term of office shall be extended until the reelected director takes the office.

  • Article 21 The Directors shall constitute a board of directors and shall elect a chairman from among themselves with the presence of at least two-thirds of the Directors and the consent of a majority of the Directors present. The Directors should execute the business of the company according to laws, Articles of Associations and the resolution do the shareholders’ meeting and board meetings.

  • Article 22 The plan for the Company’s operation and other important matters should be resolved by the board. Except for the first meeting of the board of directors of directors should be called by Article 203 in Company Act, a meeting of the board of directors of directors shall be called and chaired by the Chairman. When the Chairman of the board is on leave or for any reason unable to exercise the powers of the chair, the Chairman shall appoint one of the directors to act as chair, or, where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.

  • Article 23 Except where otherwise provided by the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors. If attendance in person is not possible, they may appoint another director to attend as their proxy, and give that director a written proxy stating the scope of authorization with respect to the reasons for meeting. However, a proxy may accept a proxy from one person only.

  • Article 23-1 The board meeting should be held at least once in a quarter and specified in the meeting regulations.

  • Article 24 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. Resolutions adopted at a Board of Directors’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be keep in the Company and distributed to all directors of the Company within twenty (20) days in electronic form after the close of the meeting. The meeting minutes shall accurately record the methods by which resolutions were adopted. The aforementioned meeting minutes and the attendance book of the directors and proxy form shall be kept for at least one year.

  • Article 25 The renumeration of the board (including the independent directors) and the salaries of chairman and vice chairman should be paid by considering the benchmark of salaries of comparable and listed companies.

  • The Company can purchase liabilities insurance for directors (including the independent directors) while performing in professional practice in term of office. The scope of insurance is authorized to be resolved by the board of directors.

Chapter 5 Managers and Employees

  • Article 26 The Company may have several managers. The appointment and renumeration of managers should abide by Article29 in the Company Act.

  • Article 27 The Company may employ consultants or key employees with the approval of the Board of Directors according to Article 23 in the Articles of Association.

  • Article 28 Deleted

Chapter 6 Final Settlement

  • Article 29 Upon the close of each fiscal year, the board of directors shall prepare various reports and financial statements, submit them to the regular meeting of shareholders for ratification:

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I. Business Report

II. Financial Statements.

III. Proposal for Profit Distribution or Loss Appropriation.

Article 30 In case the Company makes profit during a financial year, the Company should:

  1. 1% to 5% of the said profit shall be set aside for employee compensation.

  2. no more than 5% of the sum of the aforementioned profit as director remuneration

  3. However, in case of the accumulated losses, certain profits shall first be reserved to cover them. The aforementioned compensation of employees should be issued only in cash. Recipients of the said compensation shall include Company employees that satisfy specific criteria. The aforementioned compensation for board of directors should be issued only in cash.

  4. Article 30-1 For surplus after the close of the fiscal year, the Company shall, in accordance with the law, set aside 10% as legal reserve after its taxes have been paid and losses covered. However, when the legal reserve amounts to the Company's paid-in capital, this shall not apply, and the rest may be appropriated or reversed to special reserve according to the laws and regulations. 50% to 95% of the rest together with the undistributed earnings of last year is distributed and the alternation of aforementioned percentage can be resolved by the shareholders’ meetings considering the actual profit performance and capital requirement of the year.

In line with long-term operation plans and future capital requirements, if the Company has surplus, the annual distribution of dividend should be no less than 10% of the total amount of dividends, except for the cash dividend is less than $0.1.

If the previous fiscal year’s accumulated surplus or the earing after tax isn’t enough for accruing same amount of special reserve and deducting before distribution, reverse of distributed surplus should be done if there is reverse of deduction of shareholders’ equity.

Chapter 7 Supplementary Provisions

  • Article 31 The Company's organizational rules and administrative regulations shall be prescribed by the Board of Directors.

  • Article 32 In regard to all matters not provided for in these Articles of Incorporation, the Company Act and other Legal Provisions of the Republic of China shall govern.

  • Article 33 Established on April 8[th] , 1973.

  • The 1st amendment was made on April 5, 1976. The 2nd amendment was made on April 2,1977. The 3rd amendment was made on April 6,1979.

  • The 4th amendment was made on September 11,1982. The 5th amendment was made on December 10,1982. The 6th amendment was made on June 10,1985.

  • The 7th amendment was made on July 8,1988. The 8th amendment was made on August,10,1988. The 9th amendment was made on November 16, 1992. The 10th amendment was made on July 24,1993. The 11th amendment was made on June 22,1994.

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The 12th amendment was made on June 29,1995. The 13th amendment was made on June 29, 1995. The 14th amendment was made on June 19, 1996. The 15th amendment was made on June 3, 1997. The 16th amendment was made on October 27, 1999. The 17th amendment was made on June 23, 2000. The 18th amendment was made on June 12, 2001. The 19th amendment was made on June 24, 2005. The 20th amendment was made on June 24, 2005. The 21st amendment was made on June 20, 2006. The 22nd amendment was made on June 10, 2009. The 23rd amendment was made on June 25, 2010. The 24th amendment was made on June 17, 2011. The 25th amendment was made on June 8, 2012. The 26th amendment was made on June 20, 2013. The 27th amendment was made on June 13, 2014. The 28th amendment was made on June 17, 2016. The 29th amendment was made on June 22, 2020. The 30th amendment was made on July 26, 2021. The 31th amendment was made on June 21, 2022.

Chia Ta World Limited Corporation Chairman: WU, TA-HO

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Appendix 2

Chia Ta World Limited Corporation Rules of Procedure for Shareholders

Article 1

To establish a strong governance system and sound supervisory capabilities for this 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 this 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

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

Changes to how this Corporation 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.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

This Corporate 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:

  1. For physical shareholders meetings, to be distributed on-site at the meeting.

  2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

  3. 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 or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 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 extraordinary motion.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

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A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed 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. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

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

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

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

Article 4

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

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

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

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation 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 this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

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

Article 6

This Corporation 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

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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. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, preprinted 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 this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation 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

To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

  1. How shareholders attend the virtual meeting and exercise their rights.

  2. 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:

  3. A. 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.

  4. B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

C. 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 shareholder 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.

  • D. Actions to be taken if the outcome of all proposals have been announced and extraordinary 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

33

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 supervisor 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.

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

Article 8

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, 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, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, 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 this Corporation 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, this Corporation 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, this Corporation 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 this Corporation in accordance with Article 6.

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

Article 10

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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

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

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

Article 11

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

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

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

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

When a juristic person shareholder appoints two or more representatives to attend a 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

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

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

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

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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 this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation 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 this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

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

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

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

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 this Corporation 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 this Corporation 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 extraordinary motions, they will not

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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

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

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

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.

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 shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 16

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, 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, this Corporation 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 this Corporation'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 regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

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."

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At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

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 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

In the event of a virtual shareholders meeting, this Corporation 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

When this Corporation 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

In the event of a virtual shareholders meeting, this Corporation 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 4420, 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 list of elected directors and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in 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.

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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 meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation 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, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22

When convening a virtual-only shareholders meeting, this Corporation 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.

Established on April 8 th , 1973. The 1st amendment was made and resolved by Board of Directors on May 20, 1995. The 2nd amendment was made and resolved by Board of Directors on June 26, 1998. The 3rd amendment was made and resolved by Board of Directors on June 12, 2002. The 4th amendment was made and resolved by Board of Directors on June 11, 2015. The 5th amendment was made and resolved by Board of Directors on June 22,2020. The 6th amendment was made and resolved by Board of Directors on July 26, 2021. The 7th amendment was made and resolved by Board of Directors on June 21, 2022. The 8th amendment was made on August,10,1988. The 9th amendment was made on November 16, 1992. The 10th amendment was made on July 24,1993. The 11th amendment was made on June 22,1994. The 12th amendment was made on June 29,1995. The 13th amendment was made on June 29, 1995. The 14th amendment was made on June 19, 1996. The 15th amendment was made on June 3, 1997. The 16th amendment was made on October 27, 1999. The 17th amendment was made on June 23, 2000. The 18th amendment was made on June 12, 2001. The 19th amendment was made on June 24, 2005. The 20th amendment was made on June 24, 2005. The 21st amendment was made on June 20, 2006. The 22nd amendment was made on June 10, 2009. The 23rd amendment was made on June 25, 2010. The 24th amendment was made on June 17, 2011. The 25th amendment was made on June 8, 2012. The 26th amendment was made on June 20, 2013. The 27th amendment was made on June 13, 2014. The 28th amendment was made on June 17, 2016. The 29th amendment was made on June 22, 2020. The 30th amendment was made on July 26, 2021. The 31th amendment was made on June 21, 2022.

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Appendix 3

Chia Ta World Limited Corporation Shareholding of Directors and Supervisors

The holdings of all directors on April 23, 2024 were as follows

==> picture [471 x 246] intentionally omitted <==

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

Position Name Current Holdings
Chairman WU, TA-HO 6,859,931
Vice HAO FU Investment Company Limited
1,049,946
Chairman Representative: ZHUANG,HUI-ZHEN
Director ZENG,WEN-JUN 3,285,730
Director LI,SHI-MIN 338,000
Independent
YANG,BI-CUN 0
Director
Independent
HUANG,MING-SHAN 0
Director
Independent
HU,JIN-LIAN 0
Director
Total Holdings of Directors 11,533,607
----- End of picture text -----

Note:

  1. Total Issued shares: 80,694,536 shares on April 23, 2023 (book closure date).

  2. The minimum required combined shareholding of all supervisors by Article 26 of Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies is 6,455,562 shares.

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Appendix 4

Chia Ta World Limited Corporation Other Disclosures

No shareholder submitted proposals to be discussed during the shareholder proposal submission period, from April 13[rd] , 2024 to April 23[rd] , 2024. The period is determined based on Article 172-1 in the Company Act.

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