CWCO - AGM Information 2023 | FinancialReports.eu

Stock Code: 1603

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CHINA WIRE & CABLE CO., LTD.

2023 Annual Shareholders’ Meeting

Meeting Handbook

June 27, 2023

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I. Meeting Procedure and Agenda --------------------------------------------------- 1 II. Reports -------------------------------------------------------------------------------- 2 III. Proposals ---------------------------------------------------------------------------- 29 IV. Questions and Motions ------------------------------------------------------------ 46 Appendix I. Articles of Incorporation ----------------------------------------------------------- 47 II. Rules of Procedure for Shareholders’ Meetings ------------------------------ 53 III. Rules of the Procedure for Board of Directors Meetings-- ---------------- 61 IV. Corporate Governance Best Practice Principles ---------------------------- 68 V. Number of Shares Held by Directors -------------------------------------------- 89

China Wire & Cable Co., Ltd.

Shareholders’ Meeting Procedure and Agenda 2023

I. Form of Shareholders’ Meeting: Physical
II. Time and Date: 9:00 a.m., June 27, 2023 (Tuesday)
III. Location: No. 362, Sec. 2, Zhongshan E. Rd., Touzhou Vil., Xinwu Dist., Taoyuan City.
IV. Report on the Number of Shares Present and Call the Meeting to Order
V. Chair’s opening remarks
VI. Reports:
(I) The Company’s 2022 Business Report.
(II) Audit Committee’s 2022 Review Report on the Company’s financial statements.
(III) The Company’s 2022 director and employee remuneration distribution report.
(IV) Report on amendments to the Rules of the “Procedure for Board of Directors Meetings”.
(V) Report on amendments to the “Corporate Governance Best Practice Principles”.
VII. Proposals:
(I) Ratification of the Company’s 2022 financial statements.
(II) Ratification of the Company’s 2022 statement of earnings distribution.
VIII. Questions and Motions
IX. Adjournment:

Report (I) Proposed by the Board of Directors

Brief: The Company’s 2022 Business Report. Note: A business report. (Please refer to pages 3–7 of this handbook.)

China Wire & Cable Co., Ltd.

Business Report

(I) The Company’s 2022 Business Report

Dear Shareholders,

The Company’s total operating revenue for 2022 amounted to NT$3.46663 billion, an increase of NT$902.2 million or 35.18% from NT$2.5644 billion for 2021; gross profit reached NT$448.09 million this year, an increase of NT$28.9 million or 6.89% from NT$419.2 million for 2021. This year’s operating expenses decreased by NT$6.74 million compared with the prior year. This year’s net income after tax was NT$328.25 million, an increase of NT$46.2 million from the prior year’s NT$282.05 million. This year’s operating revenue grew so that the profit increased compared with the prior year. After this year’s other comprehensive income was added, this year’s total comprehensive income reached NT$155.63 million, a decrease of NT$326.71 million from NT$482.33 million for the prior year, mainly due to unrealized investment income or loss. Looking ahead to the challenging year ahead, we hope all shareholders will continue to provide the Company with your support and encouragement.

1. Business plan implementation results

Unit: NT$ Thousand

Item	2022	2021	Difference	Percentage of increase (decrease) (%)
Operating revenue	3,466,625	2,564,399	902,226	35.18%
Operating cost	3,018,531	2,145,204	873,327	40.71%
Gross profit	448,094	419,195	28,899	6.89%
Operating expenses	145,750	152,486	(6,736)	-4.42%
Other income and expenses, net	21,947	8,573	13,374	156.00%
Net operating income	324,291	275,282	49,009	17.80%
Non-operating income and expenses	65,943	74,700	(8,757)	-11.72%
Net income before tax	390,234	349,982	40,252	11.50%
Income tax expenses (benefit)	61,984	67,929	(5,945)	-8.75%
Net income after tax	328,250	282,053	46,197	16.38%
Other comprehensive income	(172,625)	200,280	(372,905)	-186.19%
Total comprehensive income	155,625	482,333	(326,708)	-67.73%

2. Budget implementation

Unit: NT$ Thousand

Item	Actual amount 2022	Estimated amount 2022	Achieving rate (%)
Operating revenue	3,466,625	2,647,706	130.93%
Operating cost	3,018,531	2,287,313	131.97%
Gross profit	448,094	360,393	124.33%
Operating expenses	145,750	153,652	94.86%
Other income and expenses, net	21,947	-	-
Net operating income	324,291	206,741	156.86%
Non-operating income and expenses	65,943	12,999	507.29%
Net income before tax	390,234	219,740	177.59%

3. Financial income and expenditure and profitability analysis

Item	Year	Year	Financial analysis	Financial analysis
			2022	2021
Financial structure (%)	Debt ratio		36.08	33.34
	Ratio of long-term capital to property, plant, and equipment		202.15	199.05
Profitability	Return on total assets (%)		3.83	3.42
	Return on equity (%)		5.61	5.03
	As a % to paid-in capital	Operating income	16.92	14.36
		Net income before tax	20.36	18.26
	Profit margin	(%)	9.47	11.00
	Earnings per share (NT$)		2.07	1.78

4. Research and development

(1) R&D achievements in 2022
The second stage of the product, super heat-resistant aluminum-clad steel wire ZTACIR, was a 260mm[2 ] routine and sample test. In December 2021, it completed the routine and sample test certification by the Taiwan Power (Taipower) Research Institute. In March 2022, it obtained the Taipower Materials Department’s Class A bidding qualification.
We have developed ZTACIR 210mm[2] , completed the purchase of raw materials and molds, planned to manufacture it on a trial basis in February 2023, and applied for the first-stage review. When a new bid for the 210mm[2] specification was obtained in 2023, we will perform the second-stage routine and sample test prior to the delivery deadline of the first batch.
Japanese TOSTEM has certified 13 types of door and window products with glass groove openings of 22 mm and 36 mm, respectively, and variable casement windows, which have begun to be produced and assembled in the factory.

(2) Major R&D tasks for 2023
Research and develop 345KV XLPE cables. It is estimated that Taipower will purchase 345KV system (to go with power consumption in the high-tech industry) in and after 2025 mainly as Taipower plans to design the 345KV cable pipeline with 345KV 2000mm[2] double-circuit design to increase the power transmission capacity. We plan to work on it in 2023 and aim to obtain the bidding qualification before the end of 2025.
To enable products to reduce greenhouse gas emissions is the main R&D direction of the industries in the future, to achieve net zero by 2050. With the industry’s carbon credits and government-mandated goals, all products, production lines, and services should move toward low carbon even to zero carbon emissions. How to reduce carbon emissions from energy, raw materials, processes, and transportation will be a critical issue. In 2022, we set up a greenhouse gas management team to be aligned with government laws and goals, develop carbon reduction products, and make improvements, to avoid increases in carbon taxes or legal fines.
New types of TOSTEM doors and windows, such as smoke exhaust windows and specialshaped casement windows, continue to be certified.
A strip curtain wall system for the enlarged glass groove opening and enhanced performance; a new system is planned to be developed.

(II) Summary of the Company’s 2023 business plan

1. Business approach

(1) For Taipower’s program on enhanced power grid of offshore wind power (before 2025), we will bid for 161/345KV line electromechanical engineering projects, relevant projects, and super heat-resistant conductor overhead line procurement projects.
(2) Work with the electromechanical industry to develop offshore wind power facilities, submarine cables, and land cables, and participate in construction projects.
(3) Participate in renewable energy development projects and solar and energy storage businesses in the Letzer Industrial Park.
(4) Continue to promote TOSTEM’s high-performance aluminum door and window systems to seize the market share in the luxury housing construction market.
(5) Enhance the production efficiency of aluminum curtain walls, cut production costs, and strive for orders for curtain walls for office buildings.
(6) Strengthen the distribution and direct sales system and increase the market share in the aluminum doors and windows market.
(7) Keep abreast of R&D technology and plan products in line with market needs.
(8) Develop barrier-free aluminum doors and windows for Taiwan that will enter a superaged society in 2026.

2. Estimated sales volume and basis thereof

(1) Estimated sales volume

timated sales volume
Product category	2023
	Estimated sales volume
Aluminum doors and windows and strip curtain walls	1,617 tons
Curtain walls	36,290㎡
Wires and cables	6,500 tons

(2) Basis of estimation

Taipower held a press conference on September 15, 2022 and officially announced the “enhanced power grid resilience construction program” and that it will invest NT$564.5 billion within ten years. Based on the ten major aspects of the three major topics of “decentralization, continuous reinforcement, and enhanced defense”, to comprehensively improve the national power grid’s ability to respond to emergencies.
At the initial stage of the full promotion of the offshore wind power, the capacity will be 2.5GW. We need to eventually reach 10GW together with a solar power system. As wind power is mainly generated in winter, there is not sufficient wind power in summer, resulting in a gap. Solar power needs to go with an energy storage system for effective power supply. The land cables include the 69KV cable connected to the landing point of the submarine cable, and the substation steps up the voltage from 66KV to 161KV after the submarine cable, makes landfall and connects it with the transmission line to the Taipower 161 distribution substation. We are at an advantage in this part and plan to work with domestic large electromechanical companies in the form of alliances.
As for the development of renewable energy over the past two years, the construction of offshore wind power has been delayed due to the pandemic, while the construction of solar power facilities was a relatively smooth ride. However, it can only generate power during the day. It is planned to use large energy storage (battery) to respond quickly to avoid a high risk of power outage. We budgeted for the “enhanced power grid resilience construction program”, which will also upgrade the power grid to 161KV, and increase the use of medium- and highvoltage cables and extra-high-voltage cables.
Aluminum doors and windows, strip curtain walls, and panel walls belong to the real estate field. We made appropriate estimates based on the orders that we have accepted, the business cycle of the construction industry, and the scale of the

Company’s equipment.

Important production and marketing policies
(1) Increase value-added products in alignment with our research and development plan to increase market share.
(2) Actively develop new products to respond to the future development of power transmission systems and avoid being eliminated.
(3) Strengthen the development of key potential clients.
(4) Reinforce ties with excellent and financially healthy clients.
(5) Expand into the high-priced housing market in alignment with our research and development plan to increase market share.
(III) Future development strategy and influence of external competitive, regulatory, and macro environments:

Due to the increasing impact of the macro environment, there are still uncertainties over clients. We should be more cautious about budget control and reduce inventory to improve our financial structure, maintain a flexible order plan with clients, and maintain market acumen to reduce business risks, thereby maximizing profits.

Chairman: Chen, Chao-Yong Manager: Chen, Ho-Yuan Chief Financial Officer: Wu, Jin-Sung

Report (II) Proposed by the Board of Directors

Brief: Audit Committee’s Review Report on the financial statements.

Note: The Audit Committee’s Review Report. (Please refer to page 9 of this handbook.)

Audit Committee’s Review Report

The Board of Directors prepared the Company’s 2022 Business Report, financial statements (including consolidated ones), and a statement of earnings distribution, among which the financial statements have been audited by Moore, by which an audit report has been issued. We have reviewed the above Business Report, financial statements (including consolidated ones), and the statement of earnings distribution and discovered no misstatement, and we hereby issue a review report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.

To Annual Shareholders’ Meeting 2023 of the Company

China Wire & Cable Co., Ltd.

Wang, Heh-Song, Convener of the Audit Committee

March 29, 2023

Report (III)

Proposed by the Board of Directors

Brief: The Company’s 2022 director and employee remuneration distribution report.

Note: As per Article 24 of the Articles of Incorporation, the Company decided not to provide an amount for 2022 director remuneration. We provided NT$390,624 for employee remuneration and paid it out in cash.

Report (IV) Proposed by the Board of Directors

Brief: Report on amendments to the “Rules of the Procedure for Board of Directors Meetings”.
Notes: I. As per Letter Jin-Guan-Zheng-Fa-Zi No. 11103832635 issued by the Financial Supervisory Commission (FSC) dated August 5, 2022, the “Rules of the Procedure for Board of Directors Meetings” are partially amended.
II. “The Table of Amendments to the Rules of the Procedure for Board of Directors Meetings” is shown below and submitted for reporting.

Table

China Wire & Cable Co., Ltd. Table of Amendments to the Rules of the Procedure for Board of Directors Meetings

Article No.	Amended provision		Existing provision	Reason for amendment
Article 3	The Board of Directors shall be convened at least once per quarter. The reason for convening the Board of Directors shall be stated in a meeting notice, which shall be sent to all directors no later than 7 days in advance. However, in the event of an emergency, the Board of Directors may be convened at any time. With the consent of the addressees, the meeting notice in the preceding paragraph may be sent by electronic means. The matters under the subparagraphs under paragraph 1 of Article 12 of the Rules shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.		The Board of Directors shall be convened at least once per quarter. The reason for convening the Board of Directors shall be stated in a meeting notice, which shall be sent to all directors no later than 7 days in advance. However, in the event of an emergency, the Board of Directors may be convened at any time. With the consent of the addressees, the meeting notice in the preceding paragraph may be sent by electronic means. The matters under the subparagraphs under paragraph 1 of Article 12 of the Rules,except for emergencies or legitimate reasons,shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.	To enhance corporate governance, the amendment is made accordingly.
Article 12	The matters below shall be submitted to the Board of Directors for discussion: I. The Company’s business plan. II. The annual financial		The matters below shall be submitted to the Board of Directors for discussion: I. The Company’s business plan. II. The annual financial statements signed or sealed by the	The amendments are made in alignment with laws.

	Chairman, manager, and chief accounting officer should be audited and signed by a CPA and other quarterly financial statements reviewed by a CPA. III. The internal control system established or modified in accordance with Article 14-1 of the Securities and Exchange Act (hereinafter referred to as “the Act”) and evaluation of the effectiveness of the internal control system. IV. The handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, the extension of monetary loans to others, and endorsements or guarantees for others, adopted or amended, pursuant to Article 36- 1 of the Act. V. Matters related to the offering, issuance, or private placement of any equity-type securities. VI.Appointment or dismissal of the chief financial or accounting officer or the chief internal auditor. VII.A donation to a related party or a major donation to a non-related party. However, a public-interest donation of disaster relief for a major natural disaster may be submitted to the soonest board meeting for retroactive ratification. VIII.Any matter required by Article 14-3 of the Act or any other laws, regulations, or bylaws to be approved by the resolution of a shareholders’ meeting or submitted to and approved by the resolution of a board meeting, or any such significant matter as may be prescribed by

		ratification. IX.Any matter required by Article 14-3 of the Act or any other laws, regulations, or bylaws to be approved by the resolution of a shareholders’ meeting or submitted to and approved by the resolution of a board meeting, or any such significant matter as may be prescribed by the competent authority. The term “related party” in subparagraph8of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” means any individual donation, or cumulative donations within a one-year period to a single recipient, in an amount of NT$100 million or more or in an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The following is omitted.	the competent authority. The term “related party” in subparagraph7of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” means any individual donation, or cumulative donations within a one-year period to a single recipient, in an amount of NT$100 million or more or in an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA- attested financial report for the most recent year. The following is omitted.
Article 19		These Rules were formulated on April 4, 2006; the first amendment was made on December 26, 2006; the second amendment was made on March 31, 2008; the third amendment was made on April 6, 2011; the fourth amendment was made on December 22, 2012; the fifth amendment was made on December 29, 2017; the sixth amendment was made on March 25, 2020; the seventh amendment was made on December 28, 2020; the eighth amendment was made on November 11, 2022.	These Rules were formulated on April 4, 2006; the first amendment was made on December 26, 2006; the second amendment was made on March 31, 2008; the third amendment was made on April 6, 2011; the fourth amendment was made on December 22, 2012; the fifth amendment was made on December 29, 2017; the sixth amendment was made on March 25, 2020; the seventh amendment was made on December 28, 2020.	The date of the amendment at this time is added.

Report (V)

Proposed by the Board of Directors

Brief: Report on amendments to the “Corporate Governance Best Practice Principles”. Notes: I. The Corporate Governance Best Practice Principles are partially amended with reference to the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” promulgated by the Taiwan Stock Exchange Corporation.

II. “The Table of Amendments to the Corporate Governance Best Practice Principles” is shown below and submitted for reporting.

Table

China Wire & Cable Co., Ltd. Table of Amendments to the Corporate Governance Best Practice Principles

Article No.	After amendment		Before amendment	Reason for amendment
Article 2	Principles of Corporate Governance When setting up a corporate governance system, in addition to complying with laws, regulations, the Articles of Incorporation, contracts signed with the TWSE or TPEx, and other applicable regulations, the Company shall follow the following principles: I. Establish an effective corporate governance structure. II. Protect shareholders’ rights and interest. III. Strengthen the competencies of the board of directorsand each functional committee. IV.Respect stakeholders’ rights and interest. V.Enhance information transparency.		Principles of Corporate Governance When setting up a corporate governance system, in addition to complying with laws, regulations, the Articles of Incorporation, contracts signed with the TWSE or TPEx, and other applicable regulations, the Company shall follow the following principles: I. Establish an effective corporate governance structure. II. Protect shareholders’ rights and interest. III. Strengthen the competencies of the board of directors. IV. Leverage the functions of supervisors. V.Respect stakeholders’ rights and interest. VI.Enhance information transparency.	The part regarding supervisors is deleted.
Article 3	Establishment of an Internal Control System Paragraph 1 is omitted. The Company shall perform self-assessments of the internal control system as required. The board of directors and management shall review the results of the self- assessments by eachdepartment at		Establishment of an Internal Control System Paragraph 1 is omitted. The Company shall perform self-assessments of the internal control system as required. The board of directors and management shall review the results of the self- assessments by eachdepartment at	The part regarding supervisors is deleted.

	least annually and the internal audit unit’s reports on a quarterly basis. The audit committee shall also attend to and supervise these matters. Directors shall periodically engage in discussions with internal auditors about reviews of internal control system defects, keep a record of the discussions, follow up on the discussions, and make improvements accordingly while reporting to the board of directors. The Company is advised to establish channels and mechanisms of communication between independent directors and the audit committee/chief internal auditor, and the convener of the audit committee shall report on the communications between members of the audit committee/chief internal auditor at the shareholders’ meeting. Paragraph 3 is omitted. Paragraph 4 is omitted.		least annually and the internal audit unit’s reports on a quarterly basis. The audit committeeor supervisors shall also attend to and supervise these matters. Directorsand supervisorsshall periodically engage in discussions with internal auditors about reviews of internal control system defects, keep a record of the discussions, follow up on the discussions, and make improvements accordingly while reporting to the board of directors. The Company is advised to establish channels and mechanisms of communication between independent directors and the audit committeeor supervisors/chief internal auditor, and the convener of the audit committee or supervisorsshall report on the communications between members of the audit committeeor supervisors/chief internal auditor at the shareholders’ meeting. Paragraph 3 is omitted. Paragraph 4 is omitted.
Article 3-1	Personnel in Charge of Matters Related to Corporate Governance Paragraph 1 is omitted. The corporate governance affairs mentioned in the preceding paragraph shall include at least the following items: I. Handling matters relating to board meetings and shareholders’ meetings according to laws. II. Producing minutes of board meetings and shareholders’ meetings. III. Assisting directors in taking office and with continuing education. IV. Furnishing directors with materials required for business execution. V. Assisting directors with compliance. VI.Reporting to the board of		Personnel in Charge of Matters Related to Corporate Governance Paragraph 1 is omitted. The corporate governance affairs mentioned in the preceding paragraph shall include at least the following items: I. Handling matters relating to board meetings and shareholders’ meetings according to laws. II. Producing minutes of board meetings and shareholders’ meetings. III. Assisting directorsor supervisorsin taking office and with continuing education. IV. Furnishing directorsor supervisorswith materials required for business execution. V. Assisting directorsor supervisorswith compliance.	The amendments are made and the part regarding supervisors is deleted accordingly.

		VII.		VI. Other matters set out in the Articles of Incorporation or contracts.
Article 6	Proper Arrangement of the Shareholders’ Meeting Agenda Items and Procedures The Company’s board of directors shall properly arrange the shareholders’ meeting agenda items and procedures and formulate the principles and procedures for shareholders’ nominations for directors and submissions of proposals. The board shall also properly handle the proposals duly submitted by shareholders. Shareholders’ meetings shall be held at a convenient location, with sufficient meeting time scheduled and sufficient number of suitable personnel assigned to handle the sign-in process. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attendance. Shareholders shall be granted reasonable time to deliberate on each proposal and an appropriate opportunity to make statements. For a shareholders’ meeting called by the board of directors, it is advisable that the Chairman chair the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee attend in person, and that atleast onemember			Proper Arrangement of the Shareholders’ Meeting Agenda Items and Procedures The Company’s board of directors shall properly arrange the shareholders’ meeting agenda items and procedures and formulate the principles and procedures for shareholders’ nominations for directorsor supervisorsand submissions of proposals. The board shall also properly handle the proposals duly submitted by shareholders. Shareholders’ meetings shall be held at a convenient location, with sufficient meeting time scheduled and a sufficient number of suitable personnel assigned to handle the sign-in process. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attendance. Shareholders shall be granted reasonable time to deliberate on each proposal and an appropriate opportunity to make statements. For a shareholders’ meeting called by the board of directors, it is advisable that the Chairman chair the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee(or at least one supervisor)attend in person, and that at least one member of other	The part regarding supervisors is deleted.

	of other functional committees attends as the representatives. Attendance details shall be recorded in the shareholders’meeting minutes.	functional committees attends as the representatives. Attendance details shall be recorded in the shareholders’ meeting minutes.
Article 8	Shareholders’ Meeting Minutes Paragraph 1 is omitted. With respect to the election of directors, the meeting minutes shall record the method of voting adopted and the total number of votes won by the elected directors. The following is omitted.	Shareholders’ Meeting Minutes Paragraph 1 is omitted. With respect to the election of directorsor supervisors,the meeting minutes shall record the method of voting adopted and the total number of votes won by the elected directors or supervisors. The followingis omitted.	The part regarding supervisors is deleted.
Article 11	The Right to Share the Company’s Profits Shareholders shall be entitled to share the Company’s profits. To ensure shareholders’ investment interest, the shareholders’ meeting may, pursuant to Article 184 of the Company Act, examine the statements and documents prepared and submitted by the board of directors and the reports submitted by theaudit committeeand may decide earnings distribution and deficit off- setting plans by resolution. In order to proceed with the above examination, the shareholders’ meeting may appoint an inspector. Paragraph 2 is omitted. The Company’s board of directors,audit committee,and managers shall fully cooperate with the examination conducted by the inspector in the aforesaid two paragraphs without any circumvention, obstruction, or rejection.	The Right to Share the Company’s Profits Shareholders shall be entitled to share the Company’s profits. To ensure shareholders’ investment interest, the shareholders’ meeting may, pursuant to Article 184 of the Company Act, examine the statements and documents prepared and submitted by the board of directors and the reports submitted by thesupervisorsand may decide earnings distribution and deficit off- setting plans by resolution. In order to proceed with the above examination, the shareholders’ meeting may appoint an inspector. Paragraph 2 is omitted. The Company’s board of directors,supervisors,and managers shall fully cooperate with the examination conducted by the inspector in the aforesaid two paragraphs without any circumvention, obstruction, or rejection.	The part regarding supervisors is deleted.
Article 12	Material Financial or Business Transactions Paragraph 1 is omitted. When the Company is involved in amerger, acquisition, or public tender offer, in addition to proceeding in accordance with the applicable laws and/or regulations, it shall not only pay attention to the fairnessand reasonability of the merger, acquisition, or publictender offer plan and transaction but	Material Financial or Business Transactions Paragraph 1 is omitted. In the event that the Company’s management participates in a management buyout (MBO),in addition to handling it in accordance with applicable laws and regulations, the Companyis advised to set up an objective and independent review committee to review the buyout price and the reasonableness of the buyout	The amendments are made accordingly.
	offer plan

		information disclosureand the soundness of the Company’s financial structure thereafter. In the event that the Company’s management or major shareholders participate in a merger or acquisition, whether the audit committee that reviews the aforesaid merger or acquisition is in compliance with Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, shall not be a related party to the counterparty of the merger or acquisition, or has an interest involved that is sufficient to undermine the independence; if the design and implementation of relevant procedures are in compliance with applicable laws and regulations, and whether the information is fully disclosed in accordance with applicable laws and regulations, shall be confirmed with a legal opinion issued by an independent attorney. The qualifications of the independent attorney referred to in the preceding paragraph shall be in compliance with Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and shall not be a related party to the counterparty of the merger or acquisition or have an interest sufficient to affect the independence. The Company’s relevant personnel handling the merger, acquisition, or public tender offershall pay attention to the occurrence of any conflicts of interest and the need for recusal.	plan and pay attention to information disclosureregulations. The Company’s relevant personnel handling the matters in thepreceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal.
Article 13		Proper Response to Shareholder Suggestions Paragraph 1 is omitted. The Company shall properly respond to any legal action duly instituted by a shareholder in which it is claimed that shareholder rights andinterest	Proper Response to Shareholder Suggestions Paragraph 1 is omitted. The Company shall properly respond to any legal action duly instituted by a shareholder in which it is claimed that shareholder rights andinterest	The part regarding supervisors is deleted.

	were damaged by a resolution adopted at a shareholders’ meeting or a board of directors meeting in violation of applicable laws, regulations, or the Company’s articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company’s articles of incorporation by any directors or managers in performing their duties.	were damaged by a resolution adopted at a shareholders’ meeting or a board of directors meeting in violation of applicable laws, regulations, or the Company’s articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company’s articles of incorporation by any directors, supervisors,or managers in performing their duties.
Section 2	Corporate Governance Relationships Between the Company and Its Related Parties	Corporate Governance Relationships Between the Company and Its Affiliates	The amendments are made accordingly.
Article 17	Business Transactions withRelated Parties When the Company and its related parties/shareholdersenter into financial or business transactionsor trade,a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fairness and reasonableness. Price and payment terms shall be definitively set out when contracts are signed, and non- arm’s length transactionsand improper channeling of profitsshall be prohibited. The written agreement in the preceding paragraph shall include management procedures for transactions, such as purchase and sale of goods, asset acquisition or disposal, lending of funds, and endorsements/guarantees, and relevant major transactions shall be submitted to and approved by resolution of the board of directors and submitted to and approved by or reported to the shareholders’ meeting.	Business Transactions with Affiliates When the Company and its affiliatesengage in inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fairness and reasonableness. Price and payment terms shall be definitively set out when contracts are signed, and non-arm’s length transactions shall be prohibited. All transactions or contracts made by and between the Company and its affiliates/ shareholders shall follow the principles set forth in the preceding paragraph, and improper channeling of profits is strictly prohibited.	The amendments are made accordingly.
Article 18	Corporate Shareholders with Controlling Power A corporate shareholder with controlling power over the Company shall comply with the following provisions: I. Omitted.	Corporate Shareholders with Controlling Power A corporate shareholder with controlling power over the Company shall comply with the following provisions: I. Omitted.	The part regarding supervisors is deleted.

	II. Its representatives shall exercise their voting rights based on the principle of good faith and the best interests of all shareholders when attending shareholders’ meetings and be able to fulfill the fiduciary duty and duty of care of a director in accordance with the applicable regulations on the exercise of rights and participation in resolutions formulated by the Company. III. It shall comply with applicable laws, regulations and the Company’s Articles of Incorporation in nominating people as directors and shall not act beyond the authority granted by the shareholders’ meeting or board meeting. IV. Omitted. V. Omitted. VI. The representative designated when a corporate shareholder has been elected as a director shall meet the Company’s requirements for professional qualifications. Arbitrary replacement of the corporate shareholder’s representative is inappropriate.	II. III. IV. V. VI.	Its representatives shall exercise its voting rights based on the principle of good faith and the best interests of all shareholders when attending shareholders’ meetings and be able to fulfill the fiduciary duty and duty of care of a directoror supervisorin accordance with the applicable regulations on the exercise of rights and participation in resolutions formulated by the Company. It shall comply with applicable laws, regulations and the Company’s Articles of Incorporation in nominating people as directorsor supervisorsand shall not act beyond the authority granted by the shareholders’ meeting or board meeting. Omitted. Omitted. The representative designated when a corporate shareholder has been elected as a director or supervisorshall meet the Company’s requirements for professional qualifications. Arbitrary replacement of the corporate shareholder’s representative is inappropriate.
Article 24	Establishment of Independent Directorships as per Articles of Incorporation Paragraph 1 is omitted. Independent directors shall possess professional knowledge, and there shall be restrictions on their shareholdings. Applicable laws and regulations shall be observed, and it is not advisable for an independent directorto concurrently serve as a	Establishment of Independent Directorships as per Articles of Incorporation Paragraph 1 is omitted. Independent directors shall possess professional knowledge, and there shall be restrictions on their shareholdings. Applicable laws and regulations shall be observed, and it is not advisable for an independent directorto concurrently serve as a		The part regarding supervisors is deleted.

	director (including independent director) of more than five other TWSE/TPEx-listed companies. Independent directors shall also maintain independence within the scope of their directorial duties and may not have any direct or indirect interest in the Company. If the Company, its group enterprises, or organizations, and another company or its group enterprises or organizations nominate any director or manager of the other for an independent director candidate of the other, the Company shall, at the time it receives the nomination for independent directors, disclose the fact and explain the suitability of the independent director candidate. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast for the elected independent director. Paragraphs 4–6 are omitted.	director (including independent director)or supervisorof more than five other TWSE/TPEx-listed companies. Independent directors shall also maintain independence within the scope of their directorial duties and may not have any direct or indirect interest in the Company. If the Company, its group enterprises, or organizations, and another company or its group enterprises or organizations nominate any director, supervisor,or manager of the other for an independent director candidate of the other, the Company shall, at the time it receives the nomination for independent directors, disclose the fact and explain the suitability of the independent director candidate. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast for the elected independent director. Paragraphs 4–6 are omitted.
Article 25	Matters that Should Be Submitted to the Board of Directors for Resolution The Company shall submit the following matters to the board of directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director expresses a dissenting opinion or reservation, it shall be noted in the board meeting minutes: Subparagraphs 1 and 2 are omitted. III. A matter involving a director’s personal interest. The following is omitted.	Matters that Should Be Submitted to the Board of Directors for Resolution The Company shall submit the following matters to the board of directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director expresses a dissenting opinion or reservation, it shall be noted in the board meeting minutes: Subparagraphs 1 and 2 are omitted. III. A matter involving a director’sor supervisor’s personal interest. The following is omitted.	The part regarding supervisors is deleted.
Article 28	Establishment of an Audit Committee The Company shall establish an audit committee. The following is omitted.	Establishment of Eitheran Audit Committeeor Supervisors The Company shall establish eitheran audit committeeor supervisors. The following is omitted.	The amendments are made accordingly.
Article 29	Independent of CPAs Paragraph 1 is omitted.	Independent of CPAs Paragraph 1 is omitted.	The amendments

		The Company shall evaluate the independence and suitability of each CPA engaged by the Company regularly (as least once per year)with reference to the Audit Quality Indicators (AQIs).In the event that the Company engages the same CPA without replacement for seven consecutive years or if the CPA is subject to disciplinary action or in other circumstances prejudicial to the CPA’s independence, the Company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors.		The Company shall evaluate the independence and suitability of each CPA engaged by the Company regularly (as least once per year). In the event that the Company engages the same CPA without replacement for seven consecutive years or if the CPA is subject to disciplinary action or in other circumstances prejudicial to the CPA’s independence, the Company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors.	are made accordingly.
Article 30		Provision of Appropriate Legal Services to the Company It is advisable that the Company engage a professional and competent attorney to provide adequate legal consultation services to the Company or assist the directors and the management in improving their knowledge of the law, in preventing the Company or its staff from violating laws or regulations and ensure that the corporate governance operations proceed pursuant to the applicable legal framework and the procedures as required by law. When, as a result of performing their lawful duties, directors or the management is involved in a litigation or a dispute with shareholders, the Company shall retain an attorney to provide assistance as circumstances require. The following is omitted.		Provision of Appropriate Legal Services to the Company It is advisable that the Company engage a professional and competent attorney to provide adequate legal consultation services to the Company or assist the directors, supervisors, and the management in improving their knowledge of the law, to prevent the Company or its staff from violating laws or regulations and ensure that the corporate governance operations proceed pursuant to the applicable legal framework and the procedures as required by law. When, as a result of performing their lawful duties, directors, supervisors,or the management is involved in a litigation or a dispute with shareholders, the Company shall retain an attorney to provide assistance as circumstances require. The following is omitted.	The part regarding supervisors is deleted.
Article 31		Convening of the Board of Directors The board of directors of the Company shall meet at least once per quarter or convene at any time in case of emergency. To convene a board meeting, a meeting notice that specifies the purposes of the meeting shall be sent to each director no later than seven days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting		Convening of the Board of Directors The board of directors of the Company shall meet at least once per quarter or convene at any time in case of emergency. To convene a board meeting, a meeting notice that specifies the purposes of the meeting shall be sent to each directorand supervisorno later than seven days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting	The part regarding supervisors is deleted.

	materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the board of directors. The following is omitted.	notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the board of directors. The following is omitted.
Article 34	Board Meeting Minutes Paragraph 1 is omitted. The board meeting minutes shall be signed by the chair and the minutes taker and sent to each director within 20 days after the meeting. The directors’ attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the existence of the Company. The following is omitted.	Board Meeting Minutes Paragraph 1 is omitted. The board meeting minutes shall be signed by the chair and the minutes taker and sent to each directorand supervisorwithin 20 days after the meeting. The directors’ attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the existence of the Company. The following is omitted.	The part regarding supervisors is deleted.
Article 38	Response to Illegal Resolutions by the Board of Directors If a resolution by the board of directors violates law, regulations or the Company’s Articles of Incorporation, then at the request of shareholders holding shares continuously for a year or an independent director to discontinue the implementation of the resolution, board members shall take appropriate measures or discontinue the implementation of the resolution as soon as possible. Upon discovering a likelihood that the Company may suffer material damage, board members shall immediately report to the audit committee or an independent director member of the audit committee in accordance with the foregoing paragraph.	Response to Illegal Resolutions by the Board of Directors If a resolution by the board of directors violates law, regulations or the Company’s Articles of Incorporation, then at the request of shareholders holding shares continuously for a year or an independent director,orat the notice ofa supervisorto discontinue the implementation of the resolution, board members shall take appropriate measures or discontinue the implementation of the resolution as soon as possible. Upon discovering a likelihood that the Company may suffer material damage, board members shall immediately report to the audit committee, an independent director member of the audit committee,~~or a~~ ~~supervisor~~in accordance with the foregoing paragraph.	The part regarding supervisors is deleted.
Chapter 4	This chapter is deleted.	Chapter 4 Leveraging of the Functions of Supervisors Section 1 Duties of Supervisors	The part regarding supervisors is deleted.

Article 41	This article is deleted.	fair,

			adopt a cumulative voting mechanism pursuant to the Company Act to fully reflect shareholders’ opinions. The Company shall take into account the needs of overall business operations and comply with the rules of the TWSE or TPEx in setting the minimum number of supervisors. The aggregate shareholding of all the Company’s supervisors shall be in compliance with laws and regulations. Restrictions on share transfer by each supervisor and the creation, release, or changes in pledges of shares held by each supervisor shall be in compliance with the applicable laws and regulations, and the relevant information shall be fully disclosed.
Article 42	This article is deleted.		(Specifying in the Articles of Incorporation the Adoption of a Candidate Nomination System for Elections of Supervisors) The Company shall specify in the Articles of Incorporation in accordance with the laws and regulations of competent authorities that it adopts a candidate nomination system for elections of supervisors, carefully review nominees’ qualifications and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act.
Article 43	This article is deleted.		Restrictions Between Supervisors and Directors Unless otherwise approved by the competent authority, at least one supervisor shall not be the spouse or a relative within the second degree of kinship of another supervisor or a director. The Company shall refer to the provisions on independence provided in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and appoint a suitable supervisor to enhance the

		Company’s risk management and financial and business control. It is advised that a supervisor have a domicile within the territory of the R.O.C. to timely leverage their supervisory functions.
	This section is deleted.	Section 2 Duties and Obligations of Supervisors
Article 44	This article is deleted.	Supervisors shall be familiar with applicable laws and regulations Each supervisor shall be familiar with the applicable laws and regulations and understand the rights, obligations, and duties of the Company’s directors and the functions, duties, and operations of each department. Each supervisor shall attend board meetings to supervise their operations and to state their opinions when appropriate so as to grasp or discover any abnormal situation early. The Company shall stipulate the supervisor remuneration in the Articles of Incorporation or by resolution of a shareholders’meeting.
Article 45	This article is deleted.	Supervisors shall supervise the Company’s operations Each supervisor shall supervise the Company’s operations and the performance of duties by directors and managers and pay attention to the implementation of the internal control system to reduce the financial and operational risks. Where a director, for themselves or on behalf of others, enters into a sale/purchase or loan or conducts any legal act with the Company, a supervisor shall act as the representative of the Company. In the event that the Company has set up an audit committee, an independent director member of the audit committee shall act as the representative of the Company in the above situation.
Article 46	This article is deleted.	Supervisors may investigate the Company’s business and financial position at any time Each supervisor may investigate

			the Company’s business conditions or financial position from time to time, and the relevant departments in the Company shall provide the books or documents that will be needed for the supervisor’s review, transcription, or duplication. When reviewing the Company’s finance or operations, a supervisor may retain attorneys or CPAs on behalf of the Company to conduct the review; however, the Company shall inform the relevant persons of their confidentiality obligations. The board of directors or managers shall submit reports in accordance at the request of the supervisors and shall not, for any reason, circumvent, obstruct, or refuse the supervisor’s inspection. When a supervisor performs their duties, the Company shall provide necessary assistance as needed by the supervisor, and the reasonable expenses that the supervisor needs shall be borne by the Company.
Article 47	This article is deleted.		Establishment of a communication channel with supervisors For supervisors to timely discover any possible unusual conduct in the Company, the Company shall establish a channel for supervisors to communicate with the employees, shareholders, and stakeholders. Upon discovering any unusual conduct, a supervisor shall take appropriate measures timely to curb the escalation of the unusual conduct and file a report to the relevant competent authorities or agencies if necessary. When an independent director, president, an officer of the finance, accounting, or research and development, the chief internal auditor, or a CPA resigns or is removed from their position, the supervisors shall investigate the reasons.

Article 48	This article is deleted.	Each supervisor exercises supervisory power independently When exercising their supervisory power, each supervisor of the Company may, after taking into account the overall interest of the Company and shareholders, convene a meeting to exchange opinions among all the supervisors when they deem it necessary, but in so doing, may not obstruct supervisors in performing their duties independently.
Article 49	This article is deleted.	Supervisor liability insurance The Company shall take out supervisor liability insurance with respect to their liabilities resulting from the performance of duties during their terms of office, to reduce and diversify the risk of significant damage to the Company and shareholders arising from a supervisor’s any wrongdoing or negligence. The Company shall report the insured amount, coverage, premium rate, and other important contents of the supervisor liability insurance it has taken out or renewed for supervisors at the soonest board meeting.
Article 50	This article is deleted.	Supervisors’ participation in training courses Upon becoming supervisors and throughout their terms of office, they shall participate in training courses on finance, business, commerce, accounting, or law offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies covering subjects relating to corporate governance.
Article 62	Formulation and amendment dates These Principles were formulated on May 14, 2015; the first amendment was made on May 8, 2019; the second amendment was made on March 25, 2020; the third amendment was made on March 29,	Formulation and amendment dates These Principles were formulated on May 14, 2015; the first amendment was made on May 8, 2019; the second amendment was made on March 25, 2020; the third amendment was made on March 29,	The date of the amendment at this time is added.

	2022; made	the fourth amendment was on March 29, 2023.	2022.

Proposal (I) Proposed by the Board of Directors

Brief: Ratification of the Company’s 2022 financial statements.

Notes: I. The 2022 Business Report and parent company only financial statements, and the consolidated financial statements of the Company and its subsidiaries have been prepared and submitted to the Audit Committee for review.
II. The Company’s parent company only financial statements and the consolidated financial statements of the Company and its subsidiaries have been audited by Wu, Lin-Fang and Lo, Wen-Hsin, CPAs at Moore, by whom an audit report has been issued.
III. Independent auditor’s report on the parent company only financial statements and various documents (see pages 30–36 of this handbook).
IV. Independent auditor’s report on the consolidated financial statements and various documents (see pages 37–43 of this handbook).
V. The above financial statements are hereby submitted for ratification.

Resolution:

Independent Auditor’s Report

To the Board of Directors CHINA WIRE & CABLE CO., LTD

Opinion

We have audited the financial statements of. CHINA WIRE & CABLE CO., LTD (“the Company”), which comprise the balance sheets as of December 31, 2022 and 2021, 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, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 financial statements of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Revenue recognition

CHINA WIRE & CABLE CO., LTD. is primarily engaged in the production, sales, processing, and installation services of electric wires and cables, aluminum doors, windows, and various aluminum products, as well as the import and export of various products, and the construction, rental, and sale of buildings. As a listed company that involves public interests, the company’s operational performance is highly valued by investors, and thus, revenue recognition is one of the main risks for the auditors in performing the company’s financial report audit.

relevant variances or differences to assess any significant abnormalities; selecting samples of sales transactions before and after the end of the fiscal year to examine whether management has obtained external evidence to demonstrate that the risks and rewards have been transferred to the buyer, and evaluating the correctness of the revenue recognition period.

Please refer to note 4 and 6 for accounting policy on “Revenue recognition”, respectively.

Responsibilities of Management and Those Charged with Governanca for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of 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 the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’Responibilities for the Audit of the Financial Statement

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

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

events or conditions that may cast significant doubt on the 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, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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 of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Lin- Fang Wu and Wen-Hsin Lo.

MOORE STEPHENS DaHua (Taiwan) CPAs

Taipei, Taiwan (Republic of China)

March 29, 2023

Assets	CHINA WIRE & C Balance S For the years ended Decem (expressed in thousands of New Taiwa December 31, 2022 December 31, 2021 Amount ％ Amount ％ $ 93,965 1 71,369 1 15,027 - 11,515 - 641,789 7 704,419 8 455,138 5 379,313 4 54,584 - 66,089 1 77,626 1 80,983 1 - - 129 - 1,109,174 12 1,013,629 12 6,115 - 5,152 - 1,361,033 15 982,792 11 70,073 1 49,258 1 68,839 1 30,181 - 3,953,363 43 3,394,829 39 294,255 3 294,255 3 1,062,772 12 1,136,743 13 3,286,848 36 3,295,378 38 26,636 - 3,369 - 557,230 6 574,369 7 714 - 850 - 15,540 - 18,104 - 1,353 - 872 - 11,602 - - - 5,256,950 57 5,323,940 61 $ 9,210,313 100 8,718,769 100	ABLE CO., LTD heets ber 31, 2022 and 2021 n Dollar, except earnings per share) Liabilities and Equity	December 31, 2022 Amount ％ $ 1,325,953 14 - - 441,759 5 141,621 2 23,568 - 452,855 6 9,399 - 120,374 1 103 - 41,283 - 2,407 - 3,480 - 3,275 - 2,566,077 28 726,937 8 23,236 - - - 6,982 - 757,155 8 3,323,232 36 1,916,880 21 549,999 6 249,166 3 3,506,372 38 2,019,852 22 5,775,390 63 (111,016) (1) (2,244,172) (25) 5,887,081 64 $ 9,210,313 100	December 31, 2021
				Amount ％ 1,217,072 14 49,982 - 366,004 4 77,990 1 13,569 - 239,325 4 12,946 - 118,444 1 - - 56,698 1 2,589 - 1,807 - 2,802 - 2,159,228 25 726,958 8 1,578 - 14,260 - 5,236 - 748,032 8 2,907,260 33 1,916,880 22 534,208 6 220,961 3 3,592,447 41 1,716,671 20 5,530,079 64 74,514 1 (2,244,172) (26) 5,811,509 67 8,718,769 100
Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss - current(note 6(b)) 1120 Financial assets at fair value through other comprehensive income - current(note 6(b)) 1136 Financial assets at amortized cost (notes 6(b)and8) 1140 Contract assets- current(note 6(r)) 1150 Notes receivable, net(notes 6(c)、(r)and7) 1160 Notes receivable - related parties, net (notes 6(c)、(r)and7) 1170 Accounts receivable, net (notes 6(c)and(r)) 1200 Other receivables-related parties 1310 Inventories(note 6(d)) 1410 Prepayments 1470 Other current assets - other Non-current assets: 1518 Financial assets at fair value through other comprehensive income - non-current(note 6(b)) 1550 Investments accounted for using equity method (Note 6(e)) 1600 Property, plant and equipment (notes 6(f)and8) 1755 Right-of-use assets (notes 6(g)and7) 1760 Investment properties, net(notes 6(h)and8) 1780 Intangible assets 1840 Deferred tax assets (note 6(o)) 1920 Refundable deposits 1995 Net defined benefit assets - noncurrent(note 6(n)) Total assets		Current liabilities: 2100 Short-term borrowings(notes 6(i)and8) 2110 Short-term notes and bills payables(notes 6(j)and8) 2130 Current contract liabilities (note 6(r)) 2150 Notes payable 2160 Notes payable-related parties(note 7) 2170 Accounts payable 2180 Accounts payable-related parties(note 7) 2200 Other payable 2220 Other payables - related parties(note 7) 2230 Current income tax liabilities 2250 Provisions - current(note 6(k)) 2280 Current lease liabilities (notes 6(l)and7) 2300 Other current liabilities Non-current liabilities: 2570 Deferred tax liabilities((note 6(o)) 2580 Non-current lease liabilities((notes 6(l)and7) 2640 Net defined benefit liability - noncurrent (note 6(n)) 2645 Guarantee deposits Total liabilities Equity attributable to owners of parent((note 6(p))： 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Accumulated deficit 3400 Other equity 3500 Treasury stock Total equity Total liabilities and equity

(The accompanying notes are an integral part of the financial statements)

CHINA WIRE & CABLE CO., LTD Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (expressed in thousands of New Taiwan Dollar, except earnings per share)

2022	2021
Amount $ 3,156,709 301,075 8,841 3,466,625 (3,018,531) 448,094 (80,884) (68,284) 3,418 (145,750) 21,947 324,291 2,983 74,729 (27,848) (18,108) 34,187 65,943 390,234 61,984 328,250 18,276 (63,297) (123,949) (3,655) (172,625) (172,625) $ 155,625 $ 2.07 $ 2.07	Amount 2,325,148 229,347 9,904 2,564,399 (2,145,204) 419,195 (85,245) (68,804) 1,563 (152,486) 8,573 275,282 1,583 47,977 19,504 (10,861) 16,497 74,700 349,982 67,929 282,053 (2,041) 52,782 149,124 415 200,280 200,280 482,333 1.78 1.78	％
		91 9 -
		100 (84)
		16
		(3) (3) -
		(6) -
		10
		- 2 1 - 1
		4
		14 3
		11
		- 2 6 -
		8
		8
		19

(The accompanying notes are an integral part of the financial statements)

CHINA WIRE & CABLE CO., LTD Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (expressed in thousands of New Taiwan Dollar)

	Retained earnings Special reserve Unappropriated retained earnings 3,571,529 1,569,536 - (32,582) (31,190) 31,190 - (95,844) - - - 282,053 - (1,626) - 280,427 52,108 (52,108) - 16,052 3,592,447 1,716,671 3,592,447 1,716,671 - (28,205) (111,340) 111,340 - (95,844) - - - 328,250 - 14,621 - 342,871 25,265 (25,265) - (1,716) 3,506,372 2,019,852	Otherequity	Totalequity
		Unrealized gains(losses)from financial assets measured at fair value through other comprehensiveincome (111,340) - - - - - 201,906 201,906 - (16,052) 74,514 74,514 - - - - - (187,246) (187,246) - 1,716 (111,016)
Legal reserve 188,379 32,582 - - - - - - - - 220,961 220,961 28,205 - - - - - - - - 249,166	Special reserve 3,571,529 - (31,190) - - - - - 52,108 - 3,592,447 3,592,447 - (111,340) - - - - - 25,265 - 3,506,372
			5,409,229 - - (95,844) 15,791 282,053 200,280
			482,333
			- -
			5,811,509
			5,811,509 - - (95,844) 15,791 328,250 (172,625)
			155,625
			- -
			5,887,081

(The accompanying notes are an integral part of the financial statements)

CHINA WIRE & CABLE CO., LTD Statements of Cash Flows For the years ended December 31, 2022 and 2021 (expressed in thousands of New Taiwan Dollar) 2022 Cash flows from operating activities： Income(loss) before tax ＄ 390,234 Non-cash gains or losses that do not affect cash flow. Depreciation expense 39,971 Amortization expense 136 Expected credit impairment benefits (3,418) Loss(gain) on financial assets at fair value through profit or loss 1,373 Interest expense 18,108 Interest income (2,983) Dividend income (55,597) Share of profit or loss of associates (34,187) Gain from disposal of property, plant and equipment - Loss (gain) from disposal of Investment properties 1,652 Reversal of provision (182) Total adjustments to reconcile profit (35,127) Change in operating assets and liabilities: Changes in operating assets: Decrease in contract assets 11,483 Decrease(increase) in notes receivable(include related parties) 3,491 Decrease(increase) in accounts receivable (92,110) Decrease(increase) in other receivables (346) Increase in Inventories (377,905) Increase in prepayments (20,815) Increase in other current assets (38,658) Total change in operating assets (514,860) Change in operating liabilities: Increase in contract liabilities 75,755 Increase(decrease) in notes payable(include related parties) 73,630 Increase in accounts payable(include related parties) 209,983 Increase in other payables(include related parties) 1,868 Increase in other current liabilities 473 Decrease in net defined benefit liability (7,586) Total change in operating liabilities 354,123 Total changes in operating assets and liabilities (160,737) Total adjustments (195,864) Cash flows generated from operations 194,370 Interest received 2,366 Interest paid (18,055) Income tax paid (78,511) Net cash inflow (outflow) from operating activities 100,170 Cash flow from investing activities: Acquisition of financial assets at fair value through other comprehensive income (1,238) Proceeds from disposal of financial assets at fair value through other comprehensive income 571 Acquisition of financial assets at amortized cost (75,825) Acquisition of financial assets at fair value through profit or loss (9,611) Proceeds from disposal of financial assets at fair value through profit or loss 4,726 Acquisition of property, plant and equipment (20,088) Proceeds from disposal of property, plant and equipment - Increase in refundable deposits (481) Proceeds from disposal of investment properties 6,903 Increase in prepayment for equipment - Dividends received 55,597 Net cash flows used in investing activities (39,446) Cash flow from used in financing activities: Increase (decrease) in short-term borrowing 108,881 Increase (decrease) in short-term notes and bills payables (49,870) Increase (decrease) in refundable deposits 1,746 Payments of lease liabilities (3,041) Cash dividend paid (95,844) Net cash flows from (used in) investing activities (38,128) Net decrease in cash and cash equivalents 22,596 Cash and cash equivalents at beginning of period 71,369 Cash and cash equivalents at end of period ＄ 93,965	2021
	349,982 38,220 700 (1,563) (351) 10,861 (1,583) (41,163) (16,497) (47) (11,907) (582) (23,912) 33,335 (17,431) 54,754 25 (30,108) (36,933) (23,493) (19,851) 13,393 (13,315) 34,523 19,819 822 (11,261) 43,981 24,130 218 350,200 1,567 (11,018) (27,957) 312,792 (113,604) 63,775 (55,845) (12,607) 8,289 (10,452) 47 (356) 36,130 (39,845) 41,163 (83,305) (142,893) 49,886 (857) (1,849) (95,844) (191,557) 37,930 33,439 71,369

CHINA WIRE & CABLE CO., LTD
Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(expressed in thousands of New Taiwan Dollar)
2022
Cash flows from operating activities：
Income(loss) before tax
＄
390,234
Non-cash gains or losses that do not affect cash flow.
Depreciation expense
39,971
Amortization expense
136
Expected credit impairment benefits
(3,418)
Loss(gain) on financial assets at fair value through profit or loss
1,373
Interest expense
18,108
Interest income
(2,983)
Dividend income
(55,597)
Share of profit or loss of associates
(34,187)
Gain from disposal of property, plant and equipment
-
Loss (gain) from disposal of Investment properties
1,652
Reversal of provision
(182)
Total adjustments to reconcile profit
(35,127)
Change in operating assets and liabilities:
Changes in operating assets:
Decrease in contract assets
11,483
Decrease(increase) in notes receivable(include related parties)
3,491
Decrease(increase) in accounts receivable
(92,110)
Decrease(increase) in other receivables
(346)
Increase in Inventories
(377,905)
Increase in prepayments
(20,815)
Increase in other current assets
(38,658)
Total change in operating assets
(514,860)
Change in operating liabilities:
Increase in contract liabilities
75,755
Increase(decrease) in notes payable(include related parties)
73,630
Increase in accounts payable(include related parties)
209,983
Increase in other payables(include related parties)
1,868
Increase in other current liabilities
473
Decrease in net defined benefit liability
(7,586)
Total change in operating liabilities
354,123
Total changes in operating assets and liabilities
(160,737)
Total adjustments
(195,864)
Cash flows generated from operations
194,370
Interest received
2,366
Interest paid
(18,055)
Income tax paid
(78,511)
Net cash inflow (outflow) from operating activities
100,170
Cash flow from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
(1,238)
Proceeds from disposal of financial assets at fair value through other comprehensive income
571
Acquisition of financial assets at amortized cost
(75,825)
Acquisition of financial assets at fair value through profit or loss
(9,611)
Proceeds from disposal of financial assets at fair value through profit or loss
4,726
Acquisition of property, plant and equipment
(20,088)
Proceeds from disposal of property, plant and equipment
-
Increase in refundable deposits
(481)
Proceeds from disposal of investment properties
6,903
Increase in prepayment for equipment
-
Dividends received
55,597
Net cash flows used in investing activities
(39,446)
Cash flow from used in financing activities:
Increase (decrease) in short-term borrowing
108,881
Increase (decrease) in short-term notes and bills payables
(49,870)
Increase (decrease) in refundable deposits
1,746
Payments of lease liabilities
(3,041)
Cash dividend paid
(95,844)
Net cash flows from (used in) investing activities
(38,128)
Net decrease in cash and cash equivalents
22,596
Cash and cash equivalents at beginning of period
71,369
Cash and cash equivalents at end of period
＄
93,965

2021

349,982
38,220
700
(1,563)
(351)
10,861
(1,583)
(41,163)
(16,497)
(47)
(11,907)
(582)
(23,912)
33,335
(17,431)
54,754
25
(30,108)
(36,933)
(23,493)
(19,851)
13,393
(13,315)
34,523
19,819
822
(11,261)
43,981
24,130
218
350,200
1,567
(11,018)
(27,957)
312,792
(113,604)
63,775
(55,845)
(12,607)
8,289
(10,452)
47
(356)
36,130
(39,845)
41,163
(83,305)
(142,893)
49,886
(857)
(1,849)
(95,844)
(191,557)
37,930
33,439
71,369

(The accompanying notes are an integral part of the financial statements)

Independent Auditor’s Report

To the Board of Directors CHINA WIRE & CABLE CO., LTD

Opinion

We have audited the consolidated financial statements of CHINA WIRE & CABLE CO., LTD AND SUBSIDARY (“the Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“ IFRIC” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Revenue recognition

rental, and sale of buildings. As a listed company that involves public interests, the company’s operational performance is highly valued by investors, and thus, revenue recognition is one of the main risks for the auditors in performing the company’s financial report audit.

The main audit procedures of the auditor for the above key audit matters include understanding and testing the main internal controls over the recognition of revenue, and evaluating their effectiveness; performing trend analysis of the top ten sales customers’ revenue, comparing relevant variances or differences to assess any significant abnormalities; selecting samples of sales transactions before and after the end of the fiscal year to examine whether management has obtained external evidence to demonstrate that the risks and rewards have been transferred to the buyer, and evaluating the correctness of the revenue recognition period.

Please refer to note 4 and 6 for accounting policy on “Revenue recognition” and details on “Revenue from contracts with customers”, respectively.

Other Matter

The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021, on which we have issued an unqualified opinion with emphasis of matter paragraph.

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

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

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

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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.

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

The engagement partners on the audit resulting in this independent auditors’ report are Lin- Fang Wu and Wen-Hsin Lo.

MOORE STEPHENS DaHua (Taiwan) CPAs

Taipei, Taiwan (Republic of China)

March 29, 2023

CHINA WIRE & CABLE CO., LTD AND SUBSIDARIES Consolidated Balance Sheets

For the years ended December 31, 2022 and 2021

(expressed in thousands of New Taiwan Dollar, except earnings per share)

Assets	December 31, 2022 Amount ％ $ 158,093 2 68,977 - 1,175,818 13 455,138 5 54,584 - 77,626 1 - - 1,109,174 12 6,225 - 1,361,033 15 70,073 1 68,889 1 4,605,630 50 349,912 4 376,537 4 3,286,848 36 26,636 - 557,230 6 714 - 15,540 - 1,353 - 11,602 - 4,626,372 50 $ 9,232,002 100	December 31, 2021 Amount ％ 225,440 3 11,515 - 1,331,622 15 379,313 4 66,089 1 80,983 1 129 - 1,013,629 12 5,152 - 982,792 11 49,258 1 30,231 - 4,176,153 48 294,255 3 380,092 4 3,295,378 38 3,369 - 574,369 7 850 - 18,104 - 872 - - - 4,567,289 52 8,743,442 100	Liabilities and Equity	December 31, 2022 Amount ％ $ 1,325,953 14 - - 441,759 5 141,621 2 23,568 - 452,855 5 9,399 - 120,500 1 103 - 42,914 - 2,407 - 3,480 - 3,275 - 2,567,834 27 726,937 8 23,236 - - - 6,983 - 757,156 8 3,324,990 35 1,916,880 21 549,999 6 249,166 3 3,506,372 38 2,019,852 22 5,775,390 63 (111,016) (1) (2,244,172) (24) 5,887,081 65 19,931 - 5,907,012 65 $ 9,232,002 100	December 31, 2021	December 31, 2021
	Amount $ 158,093 68,977 1,175,818 455,138 54,584 77,626 - 1,109,174 6,225 1,361,033 70,073 68,889 4,605,630 349,912 376,537 3,286,848 26,636 557,230 714 15,540 1,353 11,602 4,626,372 $ 9,232,002	Amount 225,440 11,515 1,331,622 379,313 66,089 80,983 129 1,013,629 5,152 982,792 49,258 30,231 4,176,153 294,255 380,092 3,295,378 3,369 574,369 850 18,104 872 - 4,567,289 8,743,442		Amount $ 1,325,953 - 441,759 141,621 23,568 452,855 9,399 120,500 103 42,914 2,407 3,480 3,275 2,567,834 726,937 23,236 - 6,983 757,156 3,324,990 1,916,880 549,999 249,166 3,506,372 2,019,852 5,775,390 (111,016) (2,244,172) 5,887,081 19,931 5,907,012 $ 9,232,002	Amount 1,217,072 49,982 366,004 77,990 13,569 239,325 12,946 118,569 - 57,894 2,589 1,807 2,802 2,160,549 726,958 1,578 14,260 5,236 748,032 2,908,581 1,916,880 534,208 220,961 3,592,447 1,716,671 5,530,079 74,514 (2,244,172) 5,811,509 23,352 5,834,861 8,743,442	％
						14 1 4 1 - 3 - 1 - 1 - - -
Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss - current(note 6(b)) 1120 Financial assets at fair value through othe comprehensive income - current(note 6(b)) 1136 Financial assets at amortized cost (Notes 6(b)and8) 1140 Contract assets- current(note6(r)) 1150 Notes receivable, net(note 6(c)and(r)) 1160 Notes receivable - related parties, net(notes 6(c)、(r)and7) 1170 Accounts receivable, net (notes 6(c)and(r)) 1200 Other receivables-related parties 1310 Inventories(note6(d)) 1410 Prepayments 1470 Other current assets - other Non-current assets: 1518 Financial assets at fair value through other comprehensive income - non-current(note6(b)) 1550 Investments accounted for using equity method (note 6(e)) 1600 Property, plant and equipment (note 6(f)and8) 1755 Right-of-use assets (note 6(g)and7) 1760 Investment properties, net(notes 6(h)and8) 1780 Intangible assets 1840 Deferred tax assets (note 6(o)) 1920 Refundable deposits 1975 Net defined benefit assets - noncurrent(note 6(n)) Total assets			Current liabilities: 2100 Short-term borrowings(notes 6(i)and8) 2110 short-term notes and bills payables(notes 6(j)and8) 2130 Current contract liabilities (note 6(r)) 2150 Notes payable 2160 Notes payable-related parties(note 7) 2170 Accounts payable 2180 Accounts payable-related parties(note 7) 2200 Other payable 2220 Other payables - related parties(note 7) 2230 Current income tax liabilities 2250 Provisions - current(note 6(k)) 2280 Current lease liabilities (notes 6(l)and7) 2300 Other current liabilities Non-current liabilities: 2570 Deferred tax liabilities((note 6(o)) 2580 Non-current lease liabilities((note 6(l)and7) 2640 Net defined benefit liability - noncurrent (note 6(n)) 2645 Guarantee deposits Total liabilities Equity attributable to owners of parent((note 6(p))： 3100 Capital stock 3200 Capital surplus 3300 Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Accumulated deficit 3400 Other equity 3500 Treasury stock Total equity 36xx non-controlling interest Total equity attributable to owners of parent Total liabilities and equity
						25
						8 - - -
						8
						33
						22 6 3 41 20
						64
						1 (26)
						67
						-
						67
						100

(The accompanying notes are an integral part of the financial statements)

CHINA WIRE & CABLE CO., LTD AND SUBSIDARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2022 and 2021

(expressed in thousands of New Taiwan Dollar, except earnings per share)

2022	2021
Amount $ 3,156,709 301,075 8,841 3,466,625 (3,018,531) 448,094 (80,884) (68,524) 3,418 (145,990) 21,947 324,051 3,451 109,132 (21,865) (18,108) (3,555) 69,055 393,106 63,594 329,512 18,276 (192,559) (3,655) (177,938) (177,938) $ 151,574 $ 328,250 1,262 $ 329,512 $ 155,625 (4,051) $ 151,574 $ 2.07 $ 2.07	Amount 2,325,148 229,347 9,904 2,564,399 (2,145,204) 419,195 (85,245) (69,081) 1,563 (152,763) 8,573 275,005 2,877 72,123 17,491 (10,861) (4,590) 77,040 352,045 69,124 282,921 (2,041) 208,052 415 206,426 206,426 489,347 282,053 868 282,921 482,333 7,014 489,347 1.78 1.78	％
		91 9 -
		100
		(84)
		16
		(3) (3) -
		(6)
		-
		10
		- 3 1 1 -
		5
		15 3
		12
		- 8 -
		8
		8
		20
		10 2
		12
		19 1
		20

(The accompanying notes are an integral part of the financial statements)

CHINA WIRE & CABLE CO., LTD AND SUBSIDARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (expressed in thousands of New Taiwan Dollar)

				Equity attributableto owners ofparent	Equity attributableto owners ofparent		Totalequity
	Capital stock 1,916,880 - - - - - - - - - 1,916,880 1,916,880 - - - - - - - - - - 1,916,880	Capital surplus 518,417 - - - 15,791 - - - - - 534,208 534,208 - - - - 15,791 - - - - - 549,999		Retained earnings Special reserve Unappropriated retained earnings 3,571,529 1,569,536 - (32,582) (31,190) 31,190 - (95,844) - - - 282,053 - (1,626) - 280,427 52,108 (52,108) - 16,052 3,592,447 1,716,671 3,592,447 - 1,716,671 - - (28,205) (111,340) 111,340 - (95,844) - - - 328,250 - 14,621 - 342,871 25,265 (25,265) - (1,716) 3,506,372 2,019,852	Other equity	Treasury stock (2,244,172) - - - - - - - - - (2,244,172) (2,244,172) - - - - - - - - - - (2,244,172)
					Unrealized gains(losses)from financial assets measured at fair value through other comprehensive income (111,340) - - - - - 201,906 201,906 - (16,052) 74,514 74,514 - - - - - - (187,246) (187,246) - 1,716 (111,016)
			Legal reserve 188,379 32,582 - - - - - - - - 220,961 220,961 - 28,205 - - - - - - - - 249,166	Special reserve 3,571,529 - (31,190) - - - - - 52,108 - 3,592,447 3,592,447 - - (111,340) - - - - - 25,265 - 3,506,372
							5,424,937 - - (95,844) 16,421 282,921 206,426
							489,347
							- -
$							5,834,861
$							5,834,861 - - (95,844) 16,421 329,512 (177,938)
							151,574
							- -
$							5,907,012

(The accompanying notes are an integral part of the financial statements)

CHINA WIRE & CABLE CO., LTD AND SUBSIDARIES Consolidated Statements of Cash Flow For the years ended December 31, 2022 and 2021 (expressed in thousands of New Taiwan Dollar)

Cash flows from operating activities: Income(loss) before tax Non-cash gains or losses that do not affect cash flow. Depreciation expense Amortization expense Expected credit impairment benefits Loss(gain) on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit or loss of associates Loss (gain) from disposal of property, plant and equipment Loss (gain) from disposal of Investment properties Reversal of provision Total adjustments to reconcile profit Change in operating assets and liabilities: Changes in operating assets: Decrease in contract assets Decrease(increase) in notes receivable(include related parties) Decrease(increase) in accounts receivable Decrease(increase) in other receivables Increase in Inventories Increase in prepayments Increase in other current assets Total change in operating assets Change in operating liabilities: Increase in contract liabilities Increase(decrease) in notes payable(include related parties) Increase in accounts payable(include related parties) Increase in other payables(include related parties) Increase in other current liabilities Decrease in net defined benefit liability Total change in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash flows generated from operations Interest received Interest paid Income tax paid Net cash inflow (outflow) from operating activities Cash flow from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of financial assets at amortized cost Proceeds from disposal of investment properties Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Increase in prepayment for equipment Dividends received Net cash flows used in investing activities Cash flow from used in financing activities: Increase (decrease) in short-term borrowing Increase (decrease) in short-term notes and bills payables Increase (decrease) in refundable deposits Payments of lease liabilities Cash dividend paid Net cash flows from (used in) investing activities Effect of exchange rate changes on cash and equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2022 ＄ 393,106 39,971 136 (3,418) 2,534 18,108 (3,451) (89,949) 3,555 - 1,652 (182) (31,044) 11,483 3,491 (92,110) (456) (378,241) (20,815) (38,658) (515,306) 75,755 73,630 209,983 1,869 473 (7,586) 354,124 (161,182) (192,226) 200,880 2,834 (18,055) (79,686) 105,973 (122,589) 30,177 (111,884) 51,888 (75,825) 6,903 (20,088) 336 (481) - 89,949 (151,614) 108,881 (49,870) 1,747 (3,041) (79,423) (21,706) - (67,347) 225,440 ＄ 158,093	2021
		352,045 38,220 700 (1,563) (200) 10,861 (2,877) (65,286) 4,590 (47) (11,907) (582) (28,091) 33,335 (17,431) 54,754 25 (30,108) (36,882) (23,543) (19,850) 13,393 (13,315) 34,523 19,818 822 (11,261) 43,980 24,130 (3,961) 348,084 3,000 (11,018) (29,003) 311,063 (138,529) 65,401 (60,908) 90,472 (55,845) 36,130 (10,452) 47 (356) (39,845) 65,286 (48,599) (142,893) 49,886 (857) (1,849) (79,423) (175,136) (47) 87,281 138,159 225,440

(The accompanying notes are an integral part of the financial statements)

Proposal (II) Proposed by the Board of Directors

Brief: Ratification of the Company’s 2022 statement of earnings distribution.

Notes: I. The Company’s 2022 net income after tax was NT$328,249,382, disposal of investments in equity instruments at fair value through other comprehensive income decreased by NT$1,715,940, and remeasurement of defined benefit plans increased by NT$14,620,846, plus the undistributed earnings at the beginning of the period of NT$1,703,961,470, multiplied by 10% of the balance for the legal reserve of NT$32,824,938 according to the law, less the special reserve (other equity) of NT$111,015,789 and the special reserve (treasury shares) of NT$25,264,716. Thus, it is proposed to pay out a cash dividend of NT$0.5 per share, totaling NT$95,844,000. Therefore, the undistributed earnings at the end of the period is NT$1,780,166,315. Please proceed to ratify it.
II. The cash dividends to be paid out were “rounded down to NT$1”, and the total amount of each payment of below NT$1 shall be adjusted from the largest decimal figures to the smallest ones and then from the previous account numbers to the latest ones till the total meets the total amount of cash dividends to be paid out. After the cash dividend distribution proposal is passed at this general shareholders’ meeting, the board of directors is delegated to set another dividend distribution record date and determine other relevant matters. If there is a change in the Company’s share capital, affecting the number of outstanding shares, the payout ratio needs to be revised, and it is proposed to request the general shareholders’ meeting to delegate the board of directors to handle it with full authority.
III. The 2022 statement of earnings distribution (see page 45 of this handbook). IV. Please proceed to ratify it.

Resolution:

China Wire & Cable Co., Ltd.

Statement of Earnings Distribution

2022

2022
	Unit: NTD
Item	Amount Remarks
Undistributed earnings at the beginning of the period Add: Net income after tax 2022 Disposal of investments in equity instruments at fair value through other comprehensive income Remeasurement of defined benefit plans Cumulative distributable earnings for this year Provision or distribution items: Legal reserve provided Special reserve reversed (other equity) Special reserve reversed (treasury shares) Shareholder dividend Undistributed earnings at the end of the period	$1,703,961,470 328,249,382 (1,715,940) 14,620,846 2,045,115,758 (32,824,938) (111,015,789) (25,264,716) (95,844,000) $1,780,166,315

Chairman: Chen, Chao-Yong Manager: Chen, Ho-Yuan

Accounting Officer: Wu, Jin-Sung

Questions and Motions

Brief:

Description:

Appendix 1 Articles of Incorporation of China Wire & Cable Co., Ltd.

Chapter 1 General Provisions

Article 1: The Company is incorporated in accordance with the Company Act and named China Wire & Cable Co., Ltd.

Article 2: The Company’s scope of business is as follows:

I. CA01100 Aluminum Rolling, Drawing and Extruding.

II. CA01130 Copper Rolling, Drawing and Extruding.

III. CA02010 Manufacture of Metal Structure and Architectural Components.

IV. CC01020 Electric Wires and Cables Manufacturing.

V. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.

VI. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.

VII. CC01080 Electronics Components Manufacturing.

VIII. CC01110 Computer and Peripheral Equipment Manufacturing.

IX. C801990 Other Chemical Materials Manufacturing.

X. E103081 Curtain Wall Works Specialized Construction Enterprises.

XI. E599010 Piping Engineering.

XII. E601010 Electric Appliance Construction.

XIII. E603010 Cable Installation Engineering.

XIV. E801020 Doors and Windows Installation Engineering.

XV. E801030 Indoor Light-gauge Steel Frame Engineering.

XVI. E801040 Glass Installation Engineering.

XVII. F107990 Wholesale of Other Chemical Products.

XVIII. F111090 Wholesale of Building Materials. XIX. F211010 Retail Sale of Building Materials. XX. F401010 International Trade. XXI. H701010 Housing and Building Development and Rental. XXII. H701080 Urban Renewal Reconstruction. XXIII. H703090 Real Estate Business. XXIV. H703100 Real Estate Leasing.

XXV. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The total amount of investments made by the Company is not subject to the restriction that the total amount of investments made by a company shall not exceed 40% of its paidin capital.
Article 3: The Company is headquartered in Taipei City and may establish branches or factories at home or abroad by the resolution of the Board of Directors when necessary.
Article 4: Announcements made by the Company shall be handled in accordance with the Company Act.

Chapter 2 Shares

Article 5: The Company’s total authorized capital is in the amount of NT$5.2 billion, divided into 520 million shares at NT$10 per share; the shares can be consolidated into largedenomination securities.

The Board of Directors is delegated to issue unissued shares in tranches. Of the above shares, special shares may be issued.

Article 6: The Company’s shares are all registered and are issued after being signed or sealed by the director(s) representing the Company and coded with matters under the Company Act specified in accordance with the law.

The Company may be exempted from printing stock certificates and shall register with the centralized securities depository enterprise when issuing shares.

Article 7: The Company’s shareholder service shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.

Chapter 3 Shareholders’ Meeting

Article 8: The Company’s shareholders’ meetings are divided into the following two types:
I. The annual general meeting of shareholders shall be convened within six months after the end of each fiscal year.
II. The extraordinary shareholders’ meeting shall be held when necessary.

Except as otherwise provided by the Company Act, the shareholders’ meeting referred to in the preceding paragraph shall be convened by the Board of Directors. At least 30 days before convening an annual general meeting of shareholders or 15 days before convening an extraordinary shareholders’ meeting, the Company shall notify all shareholders of the meeting date, venue, and reason for convening the meeting and make an announcement accordingly. Shareholders’ meetings shall be chaired by the Chairman. When the Chairman is absent, he shall designate a director to act as the acting chair; where the Chairman fails to make such a designation, the directors shall elect from among themselves one person to serve as the acting chair.

Article 9: The Company’s shareholders are entitled to one vote for each share held. However, the shares held by the Company in accordance with the law bear no voting rights.

Article 10: Resolutions at a shareholders’ meeting shall, unless otherwise provided by the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 10-1: Matters relating to the resolutions by 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 distribution of the minutes of the shareholders’ meeting in the preceding paragraph may be effected by making an announcement.
Article 11: A shareholder may appoint a proxy to attend the meeting by providing a proxy form issued by the Company and stating the scope of the proxy’s authorization. However, when one person is entrusted by two or more shareholders as their proxy at the same time, the proxy’s voting rights shall not exceed 3% of the total voting rights represented by all shares in attendance. If it exceeds 3%, the voting rights in excess of 3% shall not be counted.

Chapter 4 Directors

Article 12: The Company shall have five to seven directors on the board, who shall be elected by the shareholders’ meeting with legal capacity. All directors’ shareholdings shall be subject to the regulations stipulated by the competent securities authority.

Of the above number of directors, the number of independent directors shall not be fewer than three and shall not be less than one-fifth of all directors. The Company’s directors (independent directors) are elected by the shareholders’ meeting from a list of candidates through a candidate nomination system. Independent directors’ professional qualifications, shareholdings, nomination and election methods, as well as the restrictions on the positions held by them concurrently and other matters to be followed shall be handled in accordance with the regulations stipulated by the competent securities authority.

Article 12-1: As per of Article 14-4 of the Securities and Exchange Act, the company shall establish an Audit Committee, formed by all independent directors, the number of whom shall not be fewer than three. Of them, one shall be the convener and at least one member shall have expertise in accounting or finance. The Audit Committee shall perform the duties to be performed by supervisors as specified in the Company Act, the Securities and Exchange Act, and other laws and regulations.
Article 13: The term of office of directors is three years and they may be re-elected.

The Company may purchase liability insurance for directors during their terms of office in respect of the scope of their liabilities when they perform duties.

Article 13-1: The Company shall establish a Remuneration Committee in accordance with laws. The number of Remuneration Committee members, their terms of office, duties, and rules of procedure, as well as resources that the Company shall provide when they perform duties shall be handled in accordance with the Remuneration Committee Charter.

Article 14: The Board of Directors is formed by all directors, and their duties are as follows:

I. Convening shareholders’ meetings and implementing the resolutions adopted thereby.
II. Deciding on business plans.

III. Preparing and reviewing budgets, financial statements, and business reports.
IV. Reviewing and approving various rules and important contracts.
V. Deciding on the Company’s important candidates and regulations on the number of staff for each department.
VI. Deciding on the dissolution or change of branches or factories.
VII. Purchasing and disposing of important property.

VIII. Deciding on other important matters.

Article 15: The Board of Directors shall elect one person from among themselves as the Chairman, who shall represent the Company externally.
Article 16: The Board of Directors shall be chaired by the Chairman, and resolutions shall be adopted with the consent of more than half of all directors present at a board meeting attended by more than half of all directors present unless otherwise stipulated by laws and regulations. The appointment and dismissal of managers shall be made with the consent of more than half of all directors. When a director is unable to attend a board meeting in person, they may entrust another director as their proxy.

The reason for convening the Board of Directors shall be stated in a meeting notice, which shall be sent to all directors no later than 7 days in advance. However, in the event of an emergency, the Board of Directors may be convened at any time.

The above meeting notice may be sent in writing or by email or fax.

Article 17: (Deleted)

Article 18: When the Company’s directors perform their duties at the Company, regardless of its profit or loss, the Board of Directors shall be delegated to determine the remuneration to directors based on the Remuneration Committee’s suggestions, the degree of their participation in the Company’s operations, and the value of their contribution, as well as the general standards in the industry.

Chapter 5 Managers and Senior Officers

Article 19: The Company shall have a president in place, who shall be in charge of the Company’s all business in accordance with the resolutions adopted by the Board of Directors and the Chairman’s instructions.
Article 20: The Company shall appoint a number of vice presidents who, under the president’s instructions, shall assist with the Company’s all business. Each department shall have a manager and several assistant managers in place.
Article 21: Each factory under the Company shall have one factory director and one or two deputy factory directors in place, who, under the president’s instructions, shall manage the factory’s all business.

Chapter 6 Accounting

Article 22: The Company’s fiscal year is from January 1 to December 31 per year, and financial accounts are prepared once.
Article 23: At the end of each fiscal year, the Board of Directors shall prepare the following

documents and submit them to the Audit Committee for review no later than 30 days before the annual general meeting of shareholders and then submit them to the annual general meeting of shareholders for approval.

I. A business report.
II. Financial statements.

III. A statement of earnings distribution or deficit compensation.

Article 24: If the Company makes a profit for a year, it shall provide 0.1% of the balance as employee remuneration. However, if the Company still has a cumulative deficit, it shall reserve an amount to offset the deficit in advance.
Article 24-1: Where the Company makes a profit for a fiscal year, the profit shall be first used for paying taxes, offsetting a cumulative deficit, providing 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company’s paid-in capital, providing a special reserve based on operational needs and in accordance with laws and regulations, and then any remaining profit, together with any undistributed retained earnings at the beginning of the period, shall be adopted by the Company’s Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders’ meeting for a resolution before distribution.

Article 24-2: (Deleted)

Article 25: The Company’s various rules and enforcement rules shall be formulated separately.
Article 26: Any matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act and other applicable laws and regulations.
Article 27: The Articles of Incorporation were formulated on December 31, 1960; the 1st amendment was made on September 2, 1961; the 2nd amendment was made on June 29, 1962; the 3rd amendment was made on August 17, 1964; the 4th amendment was made on August 15, 1965; the 5th amendment was made on August 12, 1966; the 6th amendment was made on February 28, 1967; the 7th amendment was made on June 30, 1967; the 8th amendment was made on February 14, 1968; the 9th amendment was made on May 14, 1969; the 10th amendment was made on May 11, 1970; the 11th amendment was made on May 10, 1971; the 12th amendment was made on April 3, 1972; the 13th amendment was made on June 22, 1973; the 14th amendment was made on October 6, 1973; the 15th amendment was made on April 15, 1974; the 16th amendment was made on May 19, 1976; the 17th amendment was made on May 11, 1977; the 18th amendment was made on May 16, 1978; the 19th amendment was made on April 30, 1979; the 20th amendment was made on April 30, 1981; the 21st amendment was made on April 27, 1982; the 22nd amendment was made on April 29, 1983; the 23rd amendment was made on April 28, 1984; the 24th amendment was made on May 3, 1985; the 25th amendment was made on April 24, 1986; the 26th amendment was made on April 9, 1987; the 27th amendment was made on April 23, 1988; the 28th amendment was made on April 28, 1989; the 29th amendment was made on December 7, 1990; the 30th amendment was made on May 23, 1991; the 31st amendment was made on May 26, 1992; the 32nd amendment was made on May 26, 1993; the 33rd amendment was made on May 23, 1994; the 34th amendment was made on May 23, 1995; the 35th amendment was made on May 27, 1996; the 36th amendment was made on April 26, 1997; the 37th amendment was made on April 13, 1998; the 38th amendment was made on June 29, 1999; the 39th amendment was made on April 26, 2000; the 40th amendment was made on June 12, 2001; the 41st amendment was made on June 12, 2002; the 42nd amendment was made

on May 28, 2003; the 43rd amendment was made on June 23, 2006; the 44th amendment was made on June 25, 2010; the 45th amendment was made on June 24, 2011; the 46th amendment was made on June 19, 2012; the 47th amendment was made on June 24, 2013; the 48th amendment was made on June 24, 2014; the 49th amendment was made on June 30, 2015; the 50th amendment was made on June 27, 2016; the 51st amendment was made on June 29, 2018; the 52nd amendment was made on June 27, 2019; the 53rd amendment was made on July 22, 2021.

Appendix 2

Rules of Procedure for Shareholders’ Meetings of China Wire & Cable Co., Ltd.

Passed by the shareholders’ meeting on July 22, 2021

Article 1. To establish an excellent governance system for the Company’s shareholders’ meeting, improve the supervisory function, and strengthen the management function, these Rules are formulated in accordance with the provisions of Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2. Unless otherwise stipulated by laws or articles of incorporation, the rules of procedure for the Company’s shareholders’ meeting shall be governed by these Rules.
Article 3. Unless otherwise stipulated by laws or regulations, the Company’s shareholders’ meetings shall be convened by the Board of Directors.
30 days before the Company convenes an annual general meeting of shareholders or 15 days before an extraordinary shareholders’ meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders’ meeting agenda and explanation and upload them to the Market Observation Post System (MOPS). Meanwhile, 21 days before the Company convenes an annual general meeting of shareholders or 15 days before an extraordinary shareholders’ meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplementary materials and upload them to the MOPS. 15 days before the Company convenes a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplementary materials, and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock affairs agency and distributed on-site at the shareholders’ meeting.
The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and the public announcement. With the consent of the addressee, the meeting notice may be given in the electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for the directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act, and 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 shareholders’ meeting. None of the above matters may be raised by an extempore motion.

Where an election of all directors and their inauguration date shall be stated in the notice of the shareholders’ meeting, after the completion of the re-election in said meeting, such

inauguration date may not be altered by any extempore motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of outstanding shares may submit to the Company a proposal for discussion at an annual general meeting of shareholders. 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. A shareholder’s proposal in alignment with any circumstance under any subparagraph of paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board of Directors. A shareholder may propose a recommendation for urging the Company 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 an annual general meeting of shareholders is held, the Company shall publicly announce its acceptance of shareholders’ proposals in writing or by electronic means and the location and time period for their submission; the period for acceptance of shareholders’ proposals may not be fewer than 10 days.

Each of such proposals is 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 annual general meeting of shareholders and take part in the discussion of the proposal.

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

Article 4. For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.

Each shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company at least 5 days before the date of the shareholders’ meeting. When a duplicate proxy form is served, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy form.

Once a proxy form is received by the Company, if the shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company 2 days prior to the date of the shareholders’ meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Article 5. The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to independent directors’ opinions with respect to the place and time of the meeting.
Article 6. The Company shall state, in the meeting notice, the sign-in time and place for shareholders, and other matters that shall be noted. The time at which shareholders’ sign-in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location shall be clearly marked and staffed with a sufficient number of suitable personnel. Shareholders or the proxies entrusted by them (hereinafter referred to as the “shareholders”) shall attend the shareholders’ meetings with their attendance cards, signin cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be furnished.

When the government or a juridical person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juridical person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.

Article 7. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or unable to exercise the powers as the chair for any reason, the Vice Chairman shall chair the meeting on his behalf. Where there is no such a position as Vice Chairman or the Vice Chairman is on leave or unable to exercise the powers as the chair for any reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is no such a position as managing director, the Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to make such a designation, the managing directors or directors shall select from among themselves one person to serve as the chair.

When a managing director or director serves as the chair, as referred to in the preceding paragraph, the managing director or director shall have held that position for six months or more with a great understanding of the Company’s financial position and business conditions. The same shall apply for a representative of a juridical person director to serve as the chair.

It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the directors 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 the power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Company may appoint its attorneys, CPAs, or relevant persons retained by it to attend a shareholders’ meeting in a non-voting capacity.

Article 8. The Company shall make an uninterrupted audio and video recording of the entire process of the shareholders’ meeting from shareholders’ sign-in, the proceedings of the meeting, and the process of voting and vote counting.

The audio and video recording in the preceding paragraph shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9. Attendance at shareholders’ meetings shall be calculated based on the number of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in plus the number of shares whose voting rights are exercised in writing or by electronic means.

The chair shall call the meeting to order upon the meeting time and disclose information concerning the number of non-voting shares and the 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 attending shareholders still represent less than one-third of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned.

If there are not enough shareholders representing at least one-third of issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders’ meeting will be convened within one month.

When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of outstanding 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 the proposals on the agenda one by one (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by 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 other than the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution by 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 to continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore 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, their 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 is not in alignment with the subject 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; however, if the shareholder’s speech violates the rules or exceeds the scope of the motion, the chair may have the shareholder stop 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 juridical 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.

Article 12. Voting at shareholders’ meetings shall be calculated based on the number of shares. With respect to resolutions by a shareholders’ meeting, the number of shares held by a shareholder without voting rights shall not be calculated as part of the total number of outstanding shares.

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

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

With the exception of a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is concurrently appointed as a 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 outstanding shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the 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’s exercise of voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting; it is, therefore, advisable that the Company avoid the submission of extempore 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 the Company at least 2 days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders’ meeting in person, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph 2 days before the shareholders’ meeting in the same manner in which the voting rights were exercised; otherwise, the voting rights exercised in writing or by electronic means shall prevail. If a shareholder exercises the voting right in writing or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail.

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

results for each proposal, based on the number of votes for and against and the number of abstentions, shall be entered on 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 it 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.

Scrutineers and vote counting personnel for the voting on proposals shall be appointed by the chair, provided that all scrutineers be shareholders of the Company.

Vote counting for proposals or elections at a shareholders’ meeting 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 number of votes, shall be announced on-site at the meeting and recorded.

Article 14. The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and those who lost the election and the number of votes each candidate won.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 15. Matters relating to the resolutions by 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. Said distribution may be announced 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 votes won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Article 16. The Company shall, on the day of the shareholders’ meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor and the number of shares represented by the proxies clearly on-site at the shareholders’ meeting.
If any resolutions by the shareholders’ meeting are material information as stipulated by laws and regulations or Taiwan Stock Exchange (Taipei Exchange), the Company shall upload the content to the MOPS prior to a deadline.
Article 17. Staff handling administrative affairs of a shareholders’ meeting shall wear an identification badge or an armband.

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 badge or an armband, reading “Proctor.”

At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from doing so.

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 (including extempore motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19. These Rules and all amendments thereto shall be enforced upon approval by a shareholders’ meeting.

Appendix 3

Rules of Procedure for Board of Directors Meetings of China Wire & Cable Co., Ltd.

Article 1. To establish an excellent governance system for the Company’s shareholders’ meeting, improve the supervisory function, and strengthen the management function, these Rules are formulated in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies for compliance. These Rules are formulated in accordance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies for compliance.
Article 2. The Company shall adopt rules of procedure for board meetings; the main agenda items, operating procedures, required content of meeting minutes, public announcements, and other compliance requirements for board meetings shall be handled in accordance with said regulations.
Article 3. The board of directors shall meet at least once per quarter.

With the consent of the addressees, the meeting notice in the preceding paragraph may be sent by electronic means.

The matters under the subparagraphs under paragraph 1 of Article 12 of the Rules, except for emergencies or legitimate reasons, shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.

Article 4. The board of directors designates the office of the secretary to be the unit in charge of the business related to board meetings

The unit shall prepare board meeting agenda items and provide sufficient materials before such a meeting to be sent together with the meeting notice.

A director of the opinion that the materials provided are insufficient may request the unit to supplement the materials. If a director is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by resolution of the board of directors.

Article 5. When a board meeting is held, an attendance book shall be made available for signature by directors attending the meeting and for future reference.

All directors shall attend board meetings in person; if attendance in person is not possible, they may, pursuant to the Company’s Articles of Incorporation, appoint another director to attend as their proxy. Attendance by video conference is deemed as attendance in person.

A director appointing another director to attend a board meeting as their proxy shall, in each case, give to that director a written proxy stating the scope of authorization with

respect to the reasons for the meeting.

A proxy under paragraph 2 may accept entrustment from one person only.

Article 6. A board meeting shall be held at the location and during the Company’s business hours or at a place and time convenient to all directors and suitable for holding such a meeting.
Article 7. Where a board meeting is called by the Chairman, he shall chair the meeting. However, where the first meeting of each term of the board of directors is called by the director who received votes representing the most voting rights at the shareholders’ meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call such a meeting, they shall select one person by and from among themselves to chair the meeting.
Where a board meeting is called by a majority of directors on their own initiative in accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, the directors shall select one person by and from among themselves to chair the meeting.
When the Chairman is on leave or unable to exercise the powers as the chair for any reason, the Vice Chairman shall chair the meeting on his behalf. Where there is no such a position as Vice Chairman or the Vice Chairman is on leave or unable to exercise the powers as the chair for any reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is no such a position as managing director, the Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to make such a designation, the managing directors or directors shall select from among themselves one person to serve as the chair.
Article 8. When a board meeting is held, the governing department or the unit designated by the board of directors shall prepare relevant materials for the directors attending the meeting to refer to at any time.
When a board meeting is held, the Company may, depending on the agenda items of the meeting, notify personnel of relevant departments or subsidiaries to attend the meeting in a non-voting capacity. When necessary, the Company may also invite certificated public accounts, attorneys, or other professionals to attend in a non-voting capacity and make explanatory statements. However, they shall leave the meeting in the event of discussion or voting.
Upon the time of a meeting, when there are more than half of all directors present, the chair shall call the meeting to order. Upon the time of a meeting, when more than half of all directors re not present, the chair may announce postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such postponements, the chair shall re-call the meeting in accordance with the procedures under paragraph 2 of Article 3.

The term “all directors “ in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2 shall refer to the directors then in office.

Article 9. The Company shall make an audio or video recording of the entire proceedings of a board

meeting and preserve the recordings for at least five years, in electronic form or otherwise. If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution by a board meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded.

Where a board meeting is held by video conference, the audio and visual materials of the meeting form a part of the meeting minutes and shall be well preserved during the existence of the Company.

Article 10. Agenda items for regular board meetings shall include at least the following:

I. Reports:
(I) Minutes of the last meeting and execution.
(II) Report on important financial and business matters.
(III) Report on internal audit activities.
(IV) Other important matters to be reported.
II. Discussions:
(I) Items discussed and continued from the last meeting.
(II) Items for discussion at this meeting.

III. Questions and motions.

Article 11. A board meeting shall proceed in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.

The chair may not declare the meeting adjourned without the approval of a majority of directors present at the meeting.

If, at any time during the proceeding of a board meeting, the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare the meeting suspended, in which case paragraph 3 of Article 8 shall apply mutatis mutandis.
Article 12. The matters below shall be submitted to the board of directors for discussion:
I. The Company’s business plan.
II. The annual financial statements signed or sealed by the Chairman, manager, and chief accounting officer should be audited and signed by a CPA and other quarterly financial statements reviewed by a CPA.
III. The internal control system established or modified in accordance with Article 141 of the Securities and Exchange Act (hereinafter referred to as “the Act”) and evaluation of the effectiveness of the internal control system.
IV. The handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, the extension of monetary loans to others, and endorsements or guarantees for others, adopted or amended, pursuant to Article 36-1 of the Act.
V. Matters related to the offering, issuance, or private placement of any equity-type securities.

VI. Appointment or dismissal of the chief financial or accounting officer or the chief internal auditor.
VII. A donation to a related party or a major donation to a non-related party. However, a public-interest donation of disaster relief for a major natural disaster may be submitted to the soonest board meeting for retroactive ratification.
VIII. Any matter required by Article 14-3 of the Act or any other laws, regulations, or bylaws to be approved by the resolution of a shareholders’ meeting or submitted to and approved by the resolution of a board meeting, or any such significant matter as may be prescribed by the competent authority.
The term “related party” in subparagraph 7 of the preceding paragraph means a
related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” means any individual donation, or cumulative donations within a one-year period to a single recipient, in an amount of NT$100 million or more or in an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

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

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

Article 13. When the chair deems that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
When a proposal comes to a vote at a board meeting, if the chair puts the matter before all directors present at the meeting and none voices an objection, the matter is deemed approved. If there is any objection voiced after chair puts the matter before all directors present, it shall be put to a vote immediately.

The voting method shall be decided by the chair in accordance with the following provisions; however, if the attendees have any objection, the majority shall be sought for a decision:

I. Vote by show of hands or voting device.

II. Vote by roll call.

III. Voting.

Article 14. Except as otherwise stated in the Securities and Exchange Act or in the Company Act, a resolution on a matter at a board meeting requires the approval of a majority of the directors present at the meeting attended by a majority of all directors.
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 it will be put to a vote. However, when any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. If scrutineers and vote counting personnel for the voting on proposals are necessary, they shall be appointed by the chair; however, all scrutineers shall be directors of the Company. The voting results shall be reported on the spot and recorded accordingly.
Article 15. If any director or a juridical person represented by a director is a stakeholder with respect to any agenda item, the director shall state the important aspects of the interest involved at the respective meeting. When the interest is likely to prejudice the Company’s interest, the director may not participate in discussion or voting on that agenda item and, further, shall be recused from discussion and voting on that item, and may not act as another director’s proxy to exercise voting rights on that matter.
Where the spouse or a blood relative within the second degree of kinship of a director, or a company with a controlling or subordinate relationship with a director, is a stakeholder with respect to an agenda item as described in the preceding paragraph, such a director shall be deemed to be a stakeholder with respect to that agenda item.
The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph 4 of that Act, apply to resolutions by board meetings when a director is prohibited from exercising voting rights in the preceding paragraph.
Article 16. Discussions at board meetings shall be included in the minutes, which shall contain the following:
I. Session (or year), time, and place of meeting.
II. Name of the chair.
III. Directors’ attendance at the meeting, including the names and number of members present, excused, and absent.
IV. Names and titles of those attending the meeting in a non-voting capacity.
V. Name of the minutes taker.
VI. Reports.
VII. Agenda items: The method of resolution and the result for each proposal; a summary of the comments made by directors, experts, or other persons; the name of any director that is a stakeholder as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the interest involved, the reasons that the director was required or not required for recusal, and the status of their

recusal; objections or reservations expressed at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director under Article 12, paragraph 4.

VIII. Extraordinary motions: Name of proposer; a summary of the comments made by directors, experts, or other persons; the name of any director that is a stakeholder as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the interest involved, the reasons that the director was required or not required for recusal, and the status of their recusal; objections or reservations expressed at the meeting that were included in records or stated in writing.
IX. Other matters required to be recorded.

Any of the following matters in relation to a resolution passed at a board meeting shall be stated in the meeting minutes and within two days after the meeting be published on the Market Observation Post System (MOPS) designated by the Financial Supervisory Commission, Executive Yuan:

I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.
II. Any matter that has not been passed by the Company’s audit committee but has been adopted with the approval of two-thirds or more of all directors.
The attendance book forms a part of the board meeting minutes and shall be well preserved during the existence of the Company.
The board meeting minutes shall bear the signature or seal of both the chair and the minutes taker; a copy of the minutes shall be distributed to each director within 20 days after the meeting. Such minutes shall also be archived in the Company’s important files and be permanently and properly preserved during the existence of the Company. The meeting minutes in paragraph 1 may be produced and distributed in electronic form.
Article 17. In addition to matters that shall be submitted to the Board of Directors for discussion under Article 12, paragraph 1, the Board of Directors may delegate the Chairman to exercise the powers of the Board of Directors in accordance with laws and regulations or the Company’s Articles of Incorporation. The contents of the delegation are as follows:
I. Signing of contracts, memorandums, or letters of intent on behalf of the Company.
II. The Company’s business strategy and business scope.
III. Appointment, dismissal, evaluation, rewards or punishments, promotion, retirement, and remuneration of non-managers.
IV. The organizational structure of the Company.
V. Formulation of the Company’s internal rules and regulations.
VI. Protection of the Company’s intellectual property rights and patent application.
VII. The part of the “Procedures for Asset Acquisition and Disposal”, for which the Chairman is delegated.
VIII. The part of the “Operating Procedures for the Provision of Endorsements and

Guarantees”, for which the Chairman is delegated.

IX. The part of the “Operating Procedures for Loaning of Funds to Others”, for which the Chairman is delegated.
X. Other positions delegated by the board of directors to the Chairman.
Article 18. The formulation of and amendments to these Rules shall be approved by the board of directors of the Company and submitted to the shareholders’ meeting for reporting.
Article 19. These Rules were formulated on April 4, 2006; the first amendment was made on December 26, 2006; the second amendment was made on March 31, 2008; the third amendment was made on April 6, 2011; the fourth amendment was made on December 22, 2012; the fifth amendment was made on December 29, 2017; the sixth amendment was made on March 25, 2020; the seventh amendment was made on December 28, 2020.

Appendix 4

China Wire & Cable Co., Ltd. Corporate Governance Best Practice Principles Chapter I General Provisions

Article 1 Basis

To establish a sound corporate governance system, China Wire & Cable Co., Ltd. (hereinafter referred to as “the Company”) has formulated the Corporate Governance Best Practice Principles with reference to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies jointly adopted by the Taiwan Stock Exchange Corporation (TWSE) and the Taipei Exchange (TPEx) for compliance.

Article 2 Principles of Corporate Governance

When setting up a corporate governance system, in addition to complying with laws, regulations, the Articles of Incorporation, contracts signed with the TWSE or TPEx, and other applicable regulations, the Company shall follow the following principles:

I. Establish an effective corporate governance structure.

II. Protect shareholders’ rights and interest.

III. Strengthen the competencies of the board of directors.

IV. Leverage the functions of supervisors.

V. Respect stakeholders’ rights and interest.

VI. Enhance information transparency.

Article 3 Establishment of an Internal Control System

The Company shall follow the Criteria Governing Establishment of Internal Control Systems by Public Reporting Companies and take into account the overall operational activities of itself and its subsidiaries to design and fully implement an internal control system and review the system at any time to ensure the continuous effectiveness of its design and implementation to respond to any changes in the Company’s internal and external environments.

The Company shall perform self-assessments of the internal control system as required. The board of directors and management shall review the results of the self-assessments by each department at least annually and the internal audit unit’s reports on a quarterly basis. The audit committee or supervisors shall also attend to and supervise these matters. Directors and supervisors shall periodically engage in discussions with internal auditors about reviews of internal control system defects, keep a record of the discussions, follow up on the discussions, and make improvements accordingly while reporting to the board of directors. The Company is advised to establish channels and mechanisms of communication between independent directors and the audit committee or supervisors/chief internal auditor, and the convener of the audit committee or supervisors shall report on the communications between members of the audit committee or supervisors/chief internal auditor at the shareholders’ meeting.

The Company’s management shall pay close attention to the internal audit unit and its personnel,

fully empower them, and urge them to perform audits effectively, evaluate defects of the internal control system and assess the efficiency of its operations to ensure that the system can operate effectively on an ongoing basis and assist the board of directors and the management in performing their duties effectively, thereby ensuring a sound corporate governance system.

Appointment, dismissal, evaluation and review, salary, and remuneration of internal auditors of the Company shall be reported to the board of directors or be submitted by the chief auditor to the Chairman for approval.

Article 3-1 Personnel in Charge of Matters Related to Corporate Governance

The Company shall have an adequate number of suitable corporate governance personnel based on the scale of the Company, business situations, and management needs and appoint a chief corporate governance officer as the top-level officer to be in charge of corporate governance affairs in accordance with the requirements of the competent authorities. Said officer shall be a qualified, practice-eligible attorney or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, legal compliance, internal audit, financial affairs, stock affairs, or corporate governance affairs.

The corporate governance affairs mentioned in the preceding paragraph shall include at least the following items:

I. Handling matters relating to board meetings and shareholders’ meetings according to laws. II. Producing minutes of board meetings and shareholders’ meetings.

III. Assisting directors or supervisors in taking office and with continuing education.

VI. Furnishing directors or supervisors with materials required for business execution.
V. Assisting directors or supervisors with compliance.
VI. Other matters set out in the Articles of Incorporation or contracts.

Chapter II Protection of Shareholders’ Rights and Interest

Section 1 Encouraging Shareholders to Participate in Corporate Governance

Article 4 Protection of Shareholders’ Rights and Interest

The Company’s corporate governance system shall be designed to protect shareholders’ rights and interest and treat all shareholders in a fair manner.

The Company shall establish a corporate governance system which ensures shareholders’ rights to be fully informed of and participate in and make decisions over important matters of the Company.

Article 5 Formulation of Rules of Procedure for Shareholders’ Meetings

The Company shall convene shareholders’ meetings in accordance with the Company Act and applicable laws and regulations and provide comprehensive rules of procedure for such meetings and faithfully implement resolutions adopted by shareholders’ meetings in accordance with the rules of procedure for such meetings.

Resolutions adopted by shareholders’ meetings of the Company shall be in compliance with laws, regulations, and the Articles of Incorporation.

Article 6 Proper Arrangement of the Shareholders’ Meeting Agenda Items and Procedures

The Company’s board of directors shall properly arrange the shareholders’ meeting agenda items and procedures and formulate the principles and procedures for shareholders’ nominations for directors or supervisors and submissions of proposals. The board shall also properly handle the proposals duly submitted by shareholders. Shareholders’ meetings shall be held at a convenient location, with sufficient meeting time scheduled and sufficient number of suitable personnel assigned to handle the sign-in process. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attendance. Shareholders shall be granted reasonable time to deliberate on each proposal and an appropriate opportunity to make statements.

For a shareholders’ meeting called by the board of directors, it is advisable that the Chairman chair the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee (or at least one supervisor) attend in person, and that at least one member of other functional committees attends as the representatives. Attendance details shall be recorded in the shareholders’ meeting minutes.

Article 7 Encouraging Shareholders to Participate in Corporate Governance

The Company shall encourage its shareholders to participate in corporate governance. It is advisable that the Company engage a professional shareholder services agency to handle matters related to shareholders’ meetings, so that such meetings can proceed on a legal, effective, and safe basis. The Company shall seek all ways and means, including fully adopting technologies for information disclosures, to upload annual reports, annual financial statements, notices, handbook, and supplementary information on shareholders’ meetings in both Chinese and English and adopt an electronic voting mechanism, to enhance shareholders’ attendance rates at shareholders’ meetings and ensure their exercise of rights at such meetings in accordance with laws.

The Company shall avoid raising extraordinary motions and amendments to original proposals at a shareholders’ meeting.

The Company shall arrange for their shareholders to vote on proposals on the shareholders’ meeting agenda one by one, and enter the voting results, namely the numbers of votes for and against and the number of abstentions on the MOPS on the same day after the conclusion of the meeting.

Article 8 Shareholders’ Meeting Minutes

The Company, in accordance with the Company Act and other applicable laws and regulations, shall record in the shareholders’ meeting minutes the date and place of the meeting, the name of the chair, the method of adopting resolutions, and a summary of the essential points of the proceedings, and the results of the meeting.

With respect to the election of directors or supervisors, the meeting minutes shall record the method of voting adopted and the total number of votes won by the elected directors or supervisors.

The shareholders’ meeting minutes shall be properly and perpetually kept by the Company during its existence and should be sufficiently disclosed on the Company’s website.

Article 9 The Rules of Procedure to Be Followed by the Chair of the Shareholders’ Meetings

The chair of the shareholders’ meetings shall be fully familiar and comply with the rules of procedure for shareholders’ meetings formulated by the Company. The chair shall ensure the proper progress of the proceedings of the meetings and may not declare the meetings adjourned at will.

To protect most shareholders’ interests, if the chair declares a meeting adjourned in violation of the rules of procedure, the board members other than the chair of the meeting shall promptly assist the shareholders present at the meeting in electing a new chair to continue the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures.

Article 10 Emphasis on Shareholders’ Right to Know and Insider Trading Prevention

The Company shall attach great importance to shareholders’ right to know and faithfully comply with applicable regulations on information disclosures to provide shareholders with regular and timely information on the company’s financial position, business operations, insider shareholdings, and corporate governance status through the MOPS or the website established by the Company.

To treat all shareholders equally, it is advisable that the Company disclose the information in the preceding paragraph in English at the same time.

To protect its shareholders’ rights and interest and ensure equal treatment, the Company shall adopt internal rules prohibiting company insiders from trading securities using information not disclosed to the market.

The rules mentioned in the preceding paragraph include stock trading control measures from the date the Company’s insiders become aware of the contents of the Company’s financial reports or relevant results, including (but not limited to) prohibiting a director from trading their shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.

Article 10-1 Report on Directors’ Remuneration at the General Shareholders’ Meeting

It is advisable that the Company report on the remuneration received by directors at a general shareholders’ meeting, including a remuneration policy, individual remuneration package, amount, and the association thereof with performance evaluation results.

Article 11 The Right to Share the Company’s Profits

Shareholders shall be entitled to share the Company’s profits. To ensure shareholders’ investment interest, the shareholders’ meeting may, pursuant to Article 184 of the Company Act, examine the statements and documents prepared and submitted by the board of directors and the reports submitted by the supervisors and may decide earnings distribution and deficit off-setting plans by resolution. In order to proceed with the above examination, the shareholders’ meeting may appoint an inspector.

The shareholders may, pursuant to Article 245 of the Company Act, apply to the court to select an inspector in examining the Company’s accounting records, assets, particulars, specific transaction documents or records.

The Company’s board of directors, supervisors, and managers shall fully cooperate with the

examination conducted by the inspector in the aforesaid two paragraphs without any circumvention, obstruction, or rejection.

Article 12 Material Financial or Business Transactions

In entering into material financial or business transaction contracts, such as asset acquisition or disposal, fund lending, and provision of endorsements/guarantees, the Company shall proceed in accordance with the applicable laws and regulations and establish relevant operating procedures, which shall be reported to and approved by the shareholders’ meeting, to protect shareholders’ rights and interests.

In the event of a management buyout (MBO), in addition to handling it in accordance with applicable laws and regulations, the Company is advised to set up an objective and independent review committee to review the buyout price and the reasonableness of the buyout plan and pay attention to information disclosure regulations.

The Company’s relevant personnel handling the matters in the preceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal.

Article 13 Proper Response to Shareholder Suggestions

To protect shareholders’ rights and interest, it is advisable that the Company designate personnel exclusively dedicated to handling shareholder proposals, questions, and disputes.

The Company shall properly respond to any legal action duly instituted by a shareholder in which it is claimed that shareholder rights and interest were damaged by a resolution adopted at a shareholders’ meeting or a board of directors meeting in violation of applicable laws, regulations, or the Company’s articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company’s articles of incorporation by any directors, supervisors, or managers in performing their duties.

Section 2 Corporate Governance Relationships Between the Company and Its Affiliates

Article 14 Establishment of a Firewall

It is advisable that the Company and its affiliates (subsidiaries substantively controlled by the Company or those in which the Company directly or indirectly holds more than 50% of the shares) defines the responsibilities for managing the personnel, assets, and financial business as clearly as possible, conduct risk assessments as required, and establish appropriate firewalls.

Article 15 Non-Compete Clause

Directors who act for themselves or others within the Company’s business scope shall explain the important content of their actions to and obtain permission from the shareholders’ meeting.

Unless otherwise provided by the laws and regulations, a manager of the Company may not concurrently serve as a manager at any of its affiliates.

Article 16 Establishment of Sound Financial, Business, and Accounting Management Systems

The Company shall establish sound financial, business, and accounting management systems in accordance with applicable laws and regulations and properly conduct an overall risk assessment of

major banks it deals with, clients, and suppliers with its affiliates, while implementing necessary control mechanisms to reduce credit risk.

Article 17 Business Transactions with Affiliates

When the Company and its affiliates engage in inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fairness and reasonableness. Price and payment terms shall be definitively set out when contracts are signed, and non-arm’s length transactions shall be prohibited.

All transactions or contracts made by and between the Company and its affiliates/ shareholders shall follow the principles set forth in the preceding paragraph, and improper channeling of profits is strictly prohibited.

Article 18 Corporate Shareholders with Controlling Power

A corporate shareholder with controlling power over the Company shall comply with the following provisions:

I. It shall bear a duty of good faith to other shareholders and shall not, directly or indirectly, cause the Company to engage in any business that is contrary to normal business practice or not profitable.
II. Its representatives shall exercise its voting rights based on the principle of good faith and the best interests of all shareholders when attending shareholders’ meetings and be able to fulfill the fiduciary duty and duty of care of a director or supervisor in accordance with the applicable regulations on the exercise of rights and participation in resolutions formulated by the Company.
III. It shall comply with applicable laws, regulations and the Company’s Articles of Incorporation in nominating people as directors or supervisors and shall not act beyond the authority granted by the shareholders’ meeting or board meeting.
IV. It shall not improperly intervene in corporate decision-making or obstruct business administration activities.
V. It shall not restrict or impede the Company’s management or production through unfair competition, such as monopolizing corporate procurement or foreclosing sales channels.
VI. The representative designated when a corporate shareholder has been elected as a director or supervisor shall meet the Company’s requirements for professional qualifications. Arbitrary replacement of the corporate shareholder’s representative is inappropriate.

Article 19 Real-time Management of Major Shareholders

The Company shall keep abreast of at all times a register of major shareholders who own relatively high percentages of shares and have controlling power and the persons with ultimate control over such major shareholders.

The Company shall disclose periodically important information on its shareholders holding more than 10% of the Company’s issued shares relating to the pledge, increase or decrease of shareholdings, or other matters that may possibly trigger a change in the shareholdings for supervision by other shareholders.

The major shareholder indicated in the first paragraph refers to those each of whom owns 5% or more of the Company’s issued shares or whose shareholding is in top 10.

Chapter III Strengthening of the Competencies of the Board of Directors

Section 1 Board Structure

Article 20 Skills that Should be Possessed by the Board of Directors as A Whole

The board of directors of the Company shall guide company strategies, supervise the management, and be responsible to the Company and its shareholders. The various procedures for and arrangements of its corporate governance system shall ensure that the board of directors performs its duties in accordance with laws, the Articles of Incorporation, or resolutions adopted by the shareholders’ meeting.

Under the Company’s board structure, there shall be an appropriate number of board members, not fewer than five, based on the business scale, the shareholdings of its major shareholders, and practical operational needs.

The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as company managers should not exceed one-third of the total number of the board members and that an appropriate policy on diversity based on the Company’s business operations, business model, and development needs be formulated, including but not limited to the two major aspects below:

I. Basic requirements and values: Gender, age, nationality, and culture; it is advisable that the number of female directors accounts for at least one-third of all directors.
II. Professional knowledge and skills: A professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

All board members shall have the knowledge, skills, and experience needed to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following skills or abilities:

I. Business judgment.
II. Accounting and financial analysis.

III. Business administration.

IV. Crisis management.
V. Industry experience.
VI. An international market perspective.

VII. Leadership.

VIII. Decision-making skills.

Article 21 Director Election Procedure

The Company shall establish a fair, just, and open procedure for the election of directors and shall adopt a cumulative voting mechanism pursuant to the Company Act to fully reflect shareholders’ opinions.

Unless otherwise approved by the competent authority, more than half of all directors shall not

be the spouse or relatives within the second degree of kinship of other directors.

When the number of directors falls below five due to the discharge of a director for any reason, the Company shall hold a by-election for the director at the soonest shareholders’ meeting. When the number of directors falls short by one-third of the total number specified in the Articles of Incorporation, the Company shall convene an extraordinary shareholders’ meeting within 60 days after the occurrence of the event for a by-election for such director(s).

The aggregate shareholding of all the Company’s directors shall be in compliance with laws and regulations. Restrictions on share transfer by each supervisor and the creation, release, or changes in pledges of shares held by each supervisor shall be in compliance with the applicable laws and regulations, and the relevant information shall be fully disclosed.

Article 22 Specifying in the Articles of Incorporation the Adoption of a Candidate Nomination System for Elections of Directors

The Company shall specify in the Articles of Incorporation in accordance with the laws and regulations of competent authorities that it adopts a candidate nomination system for elections of directors, carefully review nominees’ qualifications and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act.

Article 23 The board of directors shall draw a clear distinction of the powers and

responsibilities between the functional committees, the Chairman, and the President

A clear distinction shall be drawn of the responsibilities and duties between the Chairman and the President.

It is inappropriate for the Chairman to also act as the President or an equivalent post.

The Company with a functional committee shall clearly define the responsibilities and duties of the committee.

Section 2 Independent Director System

Article 24 Establishment of Independent Directorships as per Articles of Incorporation

The Company shall appoint independent directors in accordance with its Articles of Incorporation. They shall be not fewer than two in number and advisably not less than one-third of the total number of directors. It is advisable that an independent director serve for no more than three consecutive terms.

Independent directors shall possess professional knowledge, and there shall be restrictions on their shareholdings. Applicable laws and regulations shall be observed, and it is not advisable for an independent director to concurrently serve as a director (including independent directors) or supervisor of more than five other TWSE/TPEx-listed companies. Independent directors shall also maintain independence within the scope of their directorial duties and may not have any direct or indirect interest in the Company.

If the Company, its group enterprises, or organizations, and another company or its group enterprises or organizations nominate any director, supervisor, or manager of the other for an

independent director candidate of the other, the Company shall, at the time it receives the nomination for independent directors, disclose the fact and explain the suitability of the independent director candidate. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast for the elected independent director.

The “group enterprises or organizations” in the preceding paragraph refer to TWSE/TPEx-listed subsidiaries, any foundation to which the Company’s cumulative direct or indirect contribution of funds exceeds 50% of its endowment, and other institutions or juridical persons that are substantively controlled by the Company.

Change between independent directors and non-independent directors during their term of office is prohibited.

The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination, and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and the rules and regulations of the Taiwan Stock Exchange or Taipei Exchange.

Article 25 Matters that Should Be Submitted to the Board of Directors for Resolution

The Company shall submit the following matters to the board of directors for approval by resolution as provided in the Securities and Exchange Act.

When an independent director expresses a dissenting opinion or reservation, it shall be noted in the board meeting minutes:

I. Adoption or amendment to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
II. The handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, the extension of monetary loans to others, and endorsements or guarantees for others, adopted or amended, pursuant to Article 36-1 of the Act.
III. A matter involving a director’s or supervisor’s personal interest.
IV. A material asset or derivatives transaction.
V. A material loan to others or endorsement/guarantee provided.
VI. Matters related to the offering, issuance, or private placement of any equity-type securities.
VII. The hiring, dismissal, or remuneration of a CPA.
VIII. Appointment or dismissal of the chief financial or accounting officer or the chief internal auditor.
IX. Any other material matter required by the competent authority.

Article 26 Defining of the Scope of Duties of Independent Directors

The Company shall define the scope of duties of the independent directors and empower them with manpower and physical support related to the performance of their duties. The Company or other board members shall not obstruct, reject, or circumvent the performance of duties by the independent

directors.

The Company shall specify director remuneration in accordance with the Articles of Incorporation or resolutions by the shareholders’ meeting. Such remuneration shall fully reflect the personal performance and the Company’s long-term management performance based on the overall operational risks. Different but reasonable remuneration from that to directors may be set forth for independent directors.

Section 3 Audit Committee and Other Functional Committees

Article 27 Establishment of Functional Committees

To improve supervisory functions and strengthen management, the board of directors may establish functional committees for auditing, nomination, remuneration, or any other functions based on the scale of the board and the number of board members and specify them in the Articles of Incorporation.

Functional committees shall be responsible to the board of directors and submit their proposals to the board of directors for approval. However, the performance of supervisor’s duties by the audit committee pursuant to Article 14-4, paragraph 4 of the Securities and Exchange Act shall be excluded.

Functional committees shall adopt an organizational charter, which shall be approved by the board of directors. The organizational charter shall contain the numbers, terms of office, and responsibilities of committee members, as well as the meeting rules and resources to be provided by the Company for the performance of duties by such a committee.

Article 28 The Company shall establish either an audit committee or supervisors

The Company shall establish either an audit committee or supervisors.

The audit committee shall be formed by all independent directors. It shall not be fewer than three persons in number, one of whom shall be the convener and at least one of whom shall have accounting or financial expertise.

The performance of duties by the audit committee and independent directors and relevant matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE or TPEx.

Article 28-1 Establishment of Remuneration Committee

The Company shall establish a remuneration committee with more than half of the committee members served by independent directors. The committee members’ professional qualifications, the performance of their duties, the adoption of the organizational charter, and relevant matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.

Article 28-2 Establishment of Nomination Committee

The Company shall establish a nomination committee and its organizational charter. It is advisable that a majority of the committee members be independent directors and an independent

director be its chair.

Article 28-3 A Whistleblowing System

The Company shall establish and announce channels for internal and external whistleblowers and have a whistleblower protection mechanism in place. The unit that accepts whistleblowers’ reporting shall be independent, encrypt the files furnished by whistleblowers, and appropriately restrict access to such files. It shall also formulate internal procedures and incorporate such procedures into the Company’s internal control system for management purposes. Article 29 Independence of CPAs

The Company shall select professional, responsible, and independent CPAs, who shall perform regular audits of the Company’s financial position and implementation of the internal control measures. With regard to any irregularity or defect discovered and disclosed in a timely manner by the CPAs during the audits and specific measures for improvement or prevention suggested by the CPAs, the Company shall review them and take improvement measures.

The Company shall evaluate the independence and suitability of each CPA engaged by the Company regularly (as least once per year). In the event that the Company engages the same CPA without replacement for seven consecutive years or if the CPA is subject to disciplinary action or in other circumstances prejudicial to the CPA’s independence, the Company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors.

Article 30 Provision of Appropriate Legal Services to the Company

It is advisable that the Company engage a professional and competent attorney to provide adequate legal consultation services to the Company or assist the directors, supervisors, and the management in improving their knowledge of the law, to prevent the Company or its staff from violating laws or regulations and ensure that the corporate governance operations proceed pursuant to the applicable legal framework and the procedures as required by law.

When, as a result of performing their lawful duties, directors, supervisors, or the management is involved in a litigation or a dispute with shareholders, the Company shall retain an attorney to provide assistance as circumstances require.

The audit committee or an independent director may appoint an attorney, CPA, or other professionals on behalf of the Company to perform a necessary audit or provide consultation service for matters in relation to the performance of their duties, at the expense of the Company.

Section 4 Rules of Procedure for Board Meetings and Decision-Making Procedure

Article 31 Convening of the Board of Directors

The board of directors of the Company shall meet at least once per quarter or convene at any time in case of emergency. To convene a board meeting, a meeting notice that specifies the purposes of the meeting shall be sent to each director and supervisor no later than seven days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the board of directors.

The Company shall adopt rules of procedure for board meetings, with the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcements, and other matters for compliance be in compliance with the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.

Article 32 Directors shall be highly self-disciplined

Directors shall be highly self-disciplined. If a director or a juridical person represented by the director is a stakeholder with respect to any proposal on a board meeting agenda, the director shall state the important aspects of the interest involved at the meeting. When the interest is likely to prejudice the interest of the Company, the director may not participate in discussion or voting on that proposal and shall be recused from the discussion and voting. The director also may not act as another director’s proxy to exercise voting rights on that matter. Directors shall also be self-disciplined and shall not support each other in such a situation.

Matters requiring a director’s voluntary recusal shall be clearly set forth in the rules of procedure for board meetings.

Article 33 Independent Directors and Board of Directors

With regard to matters that shall be submitted to the board of directors in accordance with Article 14-3 of the Securities and Exchange Act, the Company’s independent directors shall attend such board meetings in person and may not be represented by non-independent directors as their proxies. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is a legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Any of the following matters in relation to a resolution passed at a board meeting shall be stated in the meeting minutes and, no later than two hours before the beginning of trading hours on the first business day after the date of the board meeting, published on the MOPS:

I. Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing.

II. Any matter that has not been passed by the Company’s audit committee (in the event that the Company has not yet established an audit committee) but has been adopted with the approval of two-thirds or more of all directors.

During a board meeting, managers from relevant departments who are not directors may, in view of the meeting agenda, sit in at the meeting in a non-voting capacity, report on the business conditions and respond to questions raised by the directors. Where necessary, a CPA, an attorney, or other professionals may be invited to sit in at such meetings in a non-voting capacity to assist the directors in understanding the Company’s situation to pass a resolution as appropriate; however, they shall leave the meeting during discussion or voting.

Article 34 Board Meeting Minutes

The Company’s personnel responsible for the board meeting affairs shall correctly keep meeting

minutes in detail, as well as a summary, the method of resolution, and voting results of all proposals submitted to a board meeting in accordance with applicable regulations.

The board meeting minutes shall be signed by the chair and the minutes taker and sent to each director and supervisor within 20 days after the meeting. The directors’ attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the existence of the Company.

The meeting minutes may be produced, distributed, and kept in electronic form.

The Company shall make an audio or video recording of the entire proceedings of a board meeting and preserve the recordings for at least five years, in electronic form or otherwise.

If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution by a board meeting, the relevant audio or video recordings shall continue to be preserved and the provisions under the preceding paragraph shall not apply.

Where a board meeting is held by video conference, the audio or video recordings of the meeting form a part of the meeting minutes and shall be preserved permanently.

When a resolution by the board of directors violates laws, regulations, the Articles of Incorporation, or resolutions adopted by the shareholders’ meeting, thus causing damage to the Company, directors who expressed dissenting opinions recorded in minutes or written statements will not be liable for the damage.

Article 35 Matters that Should Be Submitted to the Board of Directors for Discussion

The Company shall submit the following matters to the board of directors for discussion:

I. The Company’s business plan.
II. The annual financial statements and semi-annual financial statements. However, this restriction does not apply to semi-annual financial statements that do not need to be audited by a CPA in accordance with laws and regulations.
III. The internal control system established or modified in accordance with Article 14-1 of the Securities and Exchange Act and evaluation of the effectiveness of the internal control system.
IV. The handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, the extension of monetary loans to others, and endorsements or guarantees for others, adopted or amended, pursuant to Article 36-1 of the Act.
V. Matters related to the offering, issuance, or private placement of any equity-type securities. VI. Managers’ appointment and dismissal, performance evaluation, and remuneration standards. VII. The structure and system of director remuneration.
VIII. Appointment or dismissal of the chief financial or accounting officer or the chief internal auditor.
IX. A donation to a related party or a major donation to a non-related party. However, a publicinterest donation of disaster relief for a major natural disaster may be submitted to the soonest board meeting for retroactive ratification.

X. Any matter required by Article 14-3 of the Act or any other laws, the Articles of Incorporation, or regulations to be approved by the resolution of a shareholders’ meeting or submitted to and approved by the resolution of a board meeting, or any such significant matter as may be prescribed by the competent authority.

Except for matters that shall be submitted to the board of directors for discussion under paragraph 1, when the board of directors is in recess, it may delegate the exercise of its power to others in accordance with law, regulations, or the Articles of Incorporation. However, the level of delegation or the content or matters to be delegated shall be clearly specified, and general delegation is not permitted.

Article 36 Execution of Resolutions by the Board of Directors

The Company shall assign the tasks related to resolutions by the board of directors to the appropriate department or personnel to execute the tasks and require that they execute the tasks according to the planned schedule and goals while including them in tracking management, and truly assess their implementation status.

The board of directors shall keep abreast of the progress of the execution and said department or personnel shall report on the progress at the next meeting to ensure the proper implementation of the board’s management decisions.

Section 5 Fiduciary Duty, Duty of Care, and Responsibility of Directors

Article 37 Board members shall faithfully perform duties and the duty of care as a good administrator

Board members shall faithfully perform duties and the duty of care as a good administrator with a high level of self-discipline and prudence. Except for matters that shall be resolved by the shareholders’ meeting in accordance with the law or the Company’s Articles of Incorporation, the Company’s business shall proceed in accordance with the resolutions by the board of directors.

The Company shall formulate rules and procedures for board performance evaluations and conduct self- or peer-to-peer evaluations of the board of directors and individual directors on a regular basis each year and may also appoint an external professional organization or conduct performance evaluations in other appropriate methods. The board performance evaluations shall cover the following aspects and include board performance evaluations based on the Company’s needs: I.The degree of participation in the Company’s operations.

II. Improvement to the quality of decision-making by the board of directors.

III. The composition and structure of the board of directors.

IV. The election of the directors and their continuing education.

V. Internal controls.

The performance evaluations of board members (self-evaluations or peer-to-peer evaluations) shall cover the following aspects, with appropriate adjustments made on the basis of the Company’s

needs:

I. The knowledge of the Company’s goals and missions.
II. The awareness of director’s duties.
III. The degree of participation in the Company’s operations.
IV. The management of internal relations and communication.
V. Directors’ professionalism and continuing education.
VI. Internal controls.

The Company shall conduct performance evaluations of each functional committee, covering

the following aspects, with appropriate adjustments made on the basis of the Company’s needs:

I. The degree of participation in the Company’s operations.
II. The awareness of the functional committee duties.
III. Improvement to the quality of decision-making by the functional committee.
IV. The composition of the functional committee, and election and appointment of committee members.
V. Internal controls.

The Company shall submit the performance evaluation results to the board of directors and use them as reference in determining remuneration for individual directors and their nomination and additional term of office.

Article 37-1 Formulation of a Succession Plan for the Management

The Company shall formulate a succession plan for the management. The development and implementation of such a plan shall be periodically evaluated by the board of directors to ensure sustainable development.

Article 37-2 Establishment of an Intellectual Property Management System

The board of directors shall evaluate and monitor the following aspects of the Company’s business direction and performance in terms of intellectual properties, to ensure the Company develops an intellectual property management system in accordance with the “Plan-Do-Check-Act (PDCA)” cycle:

I. Formulate intellectual property management policies, goals, and systems slightly associated with the business strategies.
II. Establish, implement, and maintain the system managing intellectual property acquisition, protection, maintenance, and use based on the scale and type.
III. Identify and provide the necessary resources sufficient to ensure effective implementation and maintenance of the intellectual property management system.
IV. Observe internally and externally the risks and opportunities from intellectual property management and adopt corresponding measures.
V. Plan and implement a continuous improvement mechanism to ensure that the operation and effect of the intellectual property management system are aligned with the Company’s expectations.

Article 38 Response to Illegal Resolutions by the Board of Directors

If a resolution by the board of directors violates law, regulations or the Company’s Articles of Incorporation, then at the request of shareholders holding shares continuously for a year or an independent director, or at the notice of a supervisor to discontinue the implementation of the resolution, board members shall take appropriate measures or discontinue the implementation of the resolution as soon as possible.

Upon discovering a likelihood that the Company may suffer material damage, board members shall immediately report to the audit committee, an independent director member of the audit committee, or a supervisor in accordance with the foregoing paragraph.

Article 39 Directors Liability Insurance

The Company shall take out director liability insurance with respect to their liabilities resulting from the performance of duties during their terms of office, to reduce and diversify the risk of significant damage to the Company and shareholders arising from a director’s any wrongdoing or negligence.

The Company shall report the insured amount, coverage, premium rate, and other important contents of the directors’ liability insurance it has purchased or renewed for directors at the most recent board meeting.

Article 40 Board Members’ Participation in Training Courses

Upon becoming directors and throughout their terms of office, they shall participate in training courses on finance, business, commerce, accounting, or law offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies covering subjects relating to corporate governance. The Company shall instruct employees at all levels to enhance their expertise and knowledge of law.

Chapter IV Leveraging of the Functions of Supervisors Section 1 Duties of Supervisors

Article 41 Supervisor Election Procedure

The Company shall establish a fair, just, and open procedure for the election of supervisors and shall adopt a cumulative voting mechanism pursuant to the Company Act to fully reflect shareholders’ opinions.

The Company shall take into account the needs of overall business operations and comply with the rules of the TWSE or TPEx in setting the minimum number of supervisors.

The aggregate shareholding of all the Company’s supervisors shall be in compliance with laws and regulations. Restrictions on share transfer by each supervisor and the creation, release, or changes in pledges of shares held by each supervisor shall be in compliance with the applicable laws and regulations, and the relevant information shall be fully disclosed.

Article 42 Specifying in the Articles of Incorporation the Adoption of a Candidate Nomination System for Elections of Supervisors

The Company shall specify in the Articles of Incorporation in accordance with the laws and regulations of competent authorities that it adopts a candidate nomination system for elections of supervisors, carefully review nominees’ qualifications and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act.

Article 43 Restrictions Between Supervisors and Directors

Unless otherwise approved by the competent authority, at least one supervisor shall not be the spouse or a relative within the second degree of kinship of another supervisor or a director.

The Company shall refer to the provisions on independence provided in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and appoint a suitable supervisor to enhance the Company’s risk management and financial and business control.

It is advised that a supervisor have a domicile within the territory of the R.O.C. to timely leverage their supervisory functions.

Section 2 Duties and Obligations of Supervisors

Article 44 Supervisors shall be familiar with applicable laws and regulations

Each supervisor shall be familiar with the applicable laws and regulations and understand the rights, obligations, and duties of the Company’s directors and the functions, duties, and operations of each department. Each supervisor shall attend board meetings to supervise their operations and to state their opinions when appropriate so as to grasp or discover any abnormal situation early.

The Company shall stipulate the supervisor remuneration in the Articles of Incorporation or by resolution of a shareholders’ meeting.

Article 45 Supervisors shall supervise the Company’s operations

Each supervisor shall supervise the Company’s operations and the performance of duties by directors and managers and pay attention to the implementation of the internal control system to reduce the financial and operational risks.

Where a director, for themselves or on behalf of others, enters into a sale/purchase or loan or conducts any legal act with the Company, a supervisor shall act as the representative of the Company. In the event that the Company has set up an audit committee, an independent director member of the audit committee shall act as the representative of the Company in the above situation.

Article 46 Supervisors may investigate the Company’s business and financial position at any time

Each supervisor may investigate the Company’s business conditions or financial position from time to time, and the relevant departments in the Company shall provide the books or documents that will be needed for the supervisor’s review, transcription, or duplication.

When reviewing the Company’s finance or operations, a supervisor may retain attorneys or CPAs on behalf of the Company to conduct the review; however, the Company shall inform the

relevant persons of their confidentiality obligations.

The board of directors or managers shall submit reports in accordance at the request of the supervisors and shall not, for any reason, circumvent, obstruct, or refuse the supervisor’s inspection.

When a supervisor performs their duties, the Company shall provide necessary assistance as needed by the supervisor, and the reasonable expenses that the supervisor needs shall be borne by the Company.

Article 47 Establishment of a communication channel with supervisors

For supervisors to timely discover any possible unusual conduct in the Company, the Company shall establish a channel for supervisors to communicate with the employees, shareholders, and stakeholders.

Upon discovering any unusual conduct, a supervisor shall take appropriate measures timely to curb the escalation of the unusual conduct and file a report to the relevant competent authorities or agencies if necessary.

When an independent director, president, an officer of the finance, accounting, or research and development, the chief internal auditor, or a CPA resigns or is removed from their position, the supervisors shall investigate the reasons.

Article 48 Each supervisor exercises supervisory power independently

When exercising their supervisory power, each supervisor of the Company may, after taking into account the overall interest of the Company and shareholders, convene a meeting to exchange opinions among all the supervisors when they deem it necessary, but in so doing, may not obstruct supervisors in performing their duties independently.

Article 49 Supervisor Liability Insurance

The Company shall take out supervisor liability insurance with respect to their liabilities resulting from the performance of duties during their terms of office, to reduce and diversify the risk of significant damage to the Company and shareholders arising from a supervisor’s any wrongdoing or negligence.

The Company shall report the insured amount, coverage, premium rate, and other important contents of the supervisor liability insurance it has taken out or renewed for supervisors at the soonest board meeting.

Article 50 Supervisors’ Participation in Training Courses

Upon becoming supervisors and throughout their terms of office, they shall participate in training courses on finance, business, commerce, accounting, or law offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors and Supervisors of TWSE/TPEx Listed Companies covering subjects relating to corporate governance.

Chapter V Respect for Stakeholders’ Rights and Interest

Article 51 Maintenance of Communication with Stakeholders to Safeguard Their Rights and

Interest

The Company shall maintain smooth channels of communication with its banks, other creditors, employees, consumers, suppliers, community, or other stakeholders of the Company and respect and safeguard their rights and interest stipulated in law.

In the event of an MBO, the Company shall pay attention to the resilience of the Company’s subsequent financial structure.

When a stakeholder’s rights and interest stipulated in law is harmed, the Company shall handle it in a proper manner and in good faith.

Article 52 Provision of Information to Correspondent Banks and Other Creditors

The Company shall provide sufficient information to banks and its other creditors to facilitate their evaluation of the Company’s operational situation and financial position and their decisionmaking process. When any of their rights and interest stipulated in law is harmed, the Company shall respond with a responsible attitude and assist creditors in obtaining compensation through proper means.

Article 53 Establishment of Employee Communication Channels

The Company shall establish channels of communication with employees and encourage them to communicate directly with the management, directors, or supervisors to reflect their opinions about the management, financial position, and the Company’s major decisions concerning employee interest.

Article 54 Corporate Social Responsibility

In developing its normal business and maximizing the shareholders’ interests, the Company shall pay attention to consumers’ interests, environmental protection of the community, and social charity issues and attach great importance to the Company’s social responsibility.

Chapter VI Improvement to Information Transparency Section 1 Enhancing Information Disclosure

Article 55 Information Disclosure and Online Reporting System

Disclosure of information is a major responsibility of the Company. The Company shall perform its obligations faithfully in accordance with the applicable laws and the related TWSE and TPEx rules.

The Company may announce and submit an annual financial report to the competent authority early within two months after the end of each fiscal year and announce and submit the financial reports for the first, second, and third quarters and the operations of each month to the competent authority before a specified deadline.

The Company shall establish an internet-based reporting system for public information, appoint personnel responsible for collecting and disclosing information, and establish a spokesperson system to ensure the proper and timely disclosure of information about policies that might affect the decisions made by shareholders or stakeholders.

Article 56 Appointment of Company Spokesperson

To enhance the accuracy and timeliness of the material information disclosed, the Company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the Company’s financial position and business situation and capable of coordinating among departments for collecting relevant information and representing the Company in making statements independently.

The Company shall appoint one or more acting spokespersons who shall represent the Company, when the spokesperson cannot perform their duties, in making statements independently, provided that the order of authority shall be established to avoid any confusion.

To implement the spokesperson system, the Company shall standardize the process of making public statements. It shall require the management and employees to maintain the confidentiality of financial and trade secrets and prohibit their disclosure of any such information at will.

The Company shall disclose the relevant information immediately whenever there is any change to the position of a spokesperson or acting spokesperson.

Article 57 Setup of a Corporate Governance Website

To keep shareholders and stakeholders fully informed, the Company shall take advantage of the convenience of the internet and set up a website containing the information regarding the Company’s finances, business, and corporate governance, while disclosing the financial, corporate governance, and other relevant information in English.

To avoid misleading information, the aforesaid website shall be maintained by specific personnel, and the recorded information shall be accurate, detailed, and updated on a timely basis.

Article 58 Method of Holding Investor Conferences

The Company shall hold an investor conference in compliance with the TWSE or TPEx rules and keep an audio or video record of the conference. The financial and business information disclosed in the investor conference shall be disclosed on the MOPS and provided for inquiry on the website established by the Company or through other channels in accordance with the TWSE or TPEx rules.

Section 2 Disclosure of Information on Corporate Governance

Article 59 Disclosure of Information on Corporate Governance

The Company shall dedicate a space on its website to disclose and update from time to time the following information on corporate governance:

I. Board of directors: Such as resumes and responsibilities of board members, board member diversity policy, and the implementation thereof.
II. Functional committees: Such as resumes and responsibilities of members of each functional committee.
III. Corporate governance regulations: Such as the Articles of Incorporation, procedure for board of directors meetings, charter of each functional committee, and other relevant corporate governance regulations.
IV. Important corporate governance information: Such as information on the appointment of the

corporate governance officer.

Chapter VII Supplemental Provisions

Article 60 Attention Paid to the Development of Corporate Governance System

The Company shall at all times monitor domestic and international developments in corporate governance as a basis for review and improvement of the Company’s corporate governance mechanisms, to enhance the effectiveness.

Article 61 Procedures for the Principles to Take Effect

The formulation of and amendments to these Principles shall be approved by the board of directors of the Company and submitted to the shareholders’ meeting for reporting.

Article 62 Formulation and Amendment Dates

These Principles were formulated on May 14, 2015; the first amendment was made on May 8, 2019; the second amendment was made on March 25, 2020; the third amendment was made on March 29, 2022.

Appendix 5

Number of Shares Held by Directors

(I) The minimum number of shares held by all directors and the table of the number of shares held recorded in the shareholder register

Title	Minimum number of shares to be held	Number of shares recorded in the shareholder register
Director	11,501,280 shares	24,052,277 shares

(II) Table of the number of shares held by directors

Title	Name	Number of shares recorded in
Chairman	Chen, Chao-Yong	Ordinary shares: 1,079,224 shares
Director	Chen, Ho-Yuan	Ordinary shares: 22,973,053 shares
Independent director	Wang, Heh-Song	Ordinary shares: 0 shares
Independent director	Yeh, Tsang-Yeh	Ordinary shares: 0 shares
Independent director	Tzeng, Yung-I	Ordinary shares: 0 shares

Note: Last book closure date: April 28, 2023

AI assistant

CWCO — AGM Information 2023

51875_rns_2023-06-29_0aee4442-598d-4f2f-8483-bdd8566fac10.pdf

2023 Annual Shareholders’ Meeting

Meeting Handbook

Table of Contents

China Wire & Cable Co., Ltd.

Shareholders’ Meeting Procedure and Agenda 2023

China Wire & Cable Co., Ltd.

Business Report

(I) The Company’s 2022 Business Report

Dear Shareholders,

1. Business plan implementation results

2. Budget implementation

3. Financial income and expenditure and profitability analysis

4. Research and development

(II) Summary of the Company’s 2023 business plan

1. Business approach

2. Estimated sales volume and basis thereof

(2) Basis of estimation

Company’s equipment.

Audit Committee’s Review Report

Report (III)

Proposed by the Board of Directors

Report (IV) Proposed by the Board of Directors

China Wire & Cable Co., Ltd. Table of Amendments to the Rules of the Procedure for Board of Directors Meetings

Report (V)

Proposed by the Board of Directors

Table

China Wire & Cable Co., Ltd. Table of Amendments to the Corporate Governance Best Practice Principles

Proposal (I) Proposed by the Board of Directors

Independent Auditor’s Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Responsibilities of Management and Those Charged with Governanca for the Financial Statement

Auditors’Responibilities for the Audit of the Financial Statement

MOORE STEPHENS DaHua (Taiwan) CPAs

Independent Auditor’s Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Other Matter

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

MOORE STEPHENS DaHua (Taiwan) CPAs

CHINA WIRE & CABLE CO., LTD AND SUBSIDARIES Consolidated Balance Sheets

For the years ended December 31, 2022 and 2021

CHINA WIRE & CABLE CO., LTD AND SUBSIDARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021 (expressed in thousands of New Taiwan Dollar)

Proposal (II) Proposed by the Board of Directors

China Wire & Cable Co., Ltd.

Statement of Earnings Distribution

2022

Appendix 1

Articles of Incorporation of China Wire & Cable Co., Ltd.

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders’ Meeting

Chapter 4 Directors

Chapter 5 Managers and Senior Officers

Chapter 6 Accounting

Rules of Procedure for Shareholders’ Meetings of China Wire & Cable Co., Ltd.

Rules of Procedure for Board of Directors Meetings of China Wire & Cable Co., Ltd.

China Wire & Cable Co., Ltd. Corporate Governance Best Practice Principles Chapter I General Provisions

Article 1 Basis

Article 2 Principles of Corporate Governance

Article 3 Establishment of an Internal Control System

Article 3-1 Personnel in Charge of Matters Related to Corporate Governance

Chapter II Protection of Shareholders’ Rights and Interest

Section 1 Encouraging Shareholders to Participate in Corporate Governance

Article 4 Protection of Shareholders’ Rights and Interest

Article 5 Formulation of Rules of Procedure for Shareholders’ Meetings

Article 6 Proper Arrangement of the Shareholders’ Meeting Agenda Items and Procedures

Article 7 Encouraging Shareholders to Participate in Corporate Governance

Article 8 Shareholders’ Meeting Minutes

Article 10 Emphasis on Shareholders’ Right to Know and Insider Trading Prevention

Article 10-1 Report on Directors’ Remuneration at the General Shareholders’ Meeting

Article 11 The Right to Share the Company’s Profits

CWCO AGM Information 2023