CWCO - AGM Information 2024 | FinancialReports.eu

Stock Code: 1603

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CHINA WIRE & CABLE CO., LTD.

2024 Annual Shareholders’ Meeting

Meeting Handbook

June 21, 2024

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I. Meeting Procedure and Agenda -------------------------------------------------- 1 II. Reports -------------------------------------------------------------------------------- 2 III. Proposals ------------------------------------------------------------------------------ 13 IV. Elections ------------------------------------------------------------------------------- 31 V. Discussions ---------------------------------------------------------------------------- 34 VI. Questions and Motions ------------------------------------------------------------- 36 Appendix I. Articles of Incorporation ---------------------------------------------------------- 37 II. Rules of Procedure for Shareholders’ Meetings ------------------------------- 43 III. Rules of the Procedure for Board of Directors’ Meetings ------------------- 51 IV. Procedures for Election and Appointment of Directors --------------------- 58 V. Number of Shares Held by Directors -------------------------------------------- 61

China Wire and Cable Co., Ltd.

Shareholders’ Meeting Procedure and Agenda 2024

I. Form of Shareholders’ Meeting: Physical
II. Time and Date: 9:00 a.m., June 21, 2024 (Friday)
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. Chairperson Remarks
VI. Reports:
(I) The Company’s 2023 Business Report.
(II) Audit Committee’s 2023 Review Report on the Company’s financial statements.
(III) The Company’s 2023 director and employee remuneration distribution report.
(IV) Report on amendments to the Rules of the “Procedure for Board of Directors’ Meetings.”
VII. Proposals:
(I) Ratification of the Company’s 2023 financial statements.
(II) Ratification of the Company’s 2023 statement of earnings distribution.
VIII. Election: Re-election of 5 directors (including 3 seats of independent directors) of the 26th session of the Board of Directors.
IX. Discussions:
(I) Lifting the non-competition restrictions on the Company's newly-elected directors and their representatives.
X. Questions and Motions:
XI. Adjournment:

Reports (I) Submitted by the Board of Directors

Brief: The Company’s 2023 Business Report. Note: A business report. (Please refer to pages 3–7 of this handbook.)

China Wire and Cable Co., Ltd.

Business Report

(I) The Company's 2023 Business Report. Dear Shareholders,

The Company’s total operating revenue for 2023 amounted to NT$4.01199 billion, an increase of NT$545.36 million or 15.73% from NT$3.46663 billion for 2022; gross profit reached NT$605.2 million this year, an increase of NT$157.11 million or 35.06% from NT$448.09 million for 2022. This year's operating expenses decreased by NT$5.68 million compared with the prior year. This year's net income after tax was NT$474.17 million, an increase of NT$145.92 million from the prior year's NT$328.25 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$646.81 million, an increase of NT$491.19 million from NT$155.63 million for the prior year, mainly due to the increase in operating income, which resulted in the simultaneous increase in net profit after tax and the increase in unrealized evaluation gains and losses from other comprehensive income investments. Looking 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	2023	2022	Difference	Percentage of increase (decrease) (%)
Operatingrevenue	4,011,988	3,466,625	545,363	15.73%
Operatingcost	3,406,788	3,018,531	388,257	12.86%
Grossprofit	605,200	448,094	157,106	35.06%
Operatingexpenses	140,067	145,750	(5,683)	-3.90%
Other income and expenses, net	27,801	21,947	5,854	26.67%
Net operatingincome	492,934	324,291	168,643	52.00%
Non-operating income and expenses	95,034	65,943	29,091	44.12%
Net income before tax	587,968	390,234	197,734	50.67%
Income tax expenses (benefit)	113,803	61,984	51,819	83.60%
Net income after tax	474,165	328,250	145,915	44.45%

Other comprehensive income	172,649	(172,625)	345,274	200.01%
Total comprehensive income	646,814	155,625	491,189	315.62%

2. Budget implementation

Unit: NT$ Thousand

								Unit: NT$ Thousand
Item			Actual amount 2023			Estimated amount 2023		Achieving rate (%)
Operatingrevenue			4,011,988			2,977,118		134.76%
Operatingcost			3,406,788			2,606,696		130.69%
Grossprofit			605,200			370,422		163.38%
Operatingexpenses			140,067			158,247		88.51%
Other income and expenses, net			27,801			-		-
Net operatingincome			492,934			212,175		232.32%
Non-operating income and expenses			95,034			70,508		134.78%
Net income before tax			587,968			282,683		208.00%
income tax expense			113,803			46,873		242.79%
Net income after tax			474,165			235,810		201.08%
Fi	nancial income and expenditure andprofitabilityanalysis
	Item	Year			Financial analysis
					2023		2022
	Financial structure (%)	Debt ratio			36.80		36.08
		Ratio of long-term capital to property, plant and equipment(%)			218.75		202.15
	Profitability	Return on total assets(%)			5.17		3.83
		Return on equity (%)			7.68		5.61
		As a % to paid-in capital		Operating income	25.72		16.92
				Net income before tax	30.67		20.36
		Profit margin		(%)	11.82		9.47
		Earningsper share(NT$)			2.99		2.07

3. Financial income and expenditure and profitability analysis

4. Research and development

(1) R&D achievements in 2023
The development of super heat-resistant aluminum-clad steel wire ZTACIR 210mm[2]

has completed and the application for qualification test has been submitted. It is expected to pass phase 1 review in January 2024 and phase 2 qualification test will commence in March 2024.

It has been applied in the operation at the 2MW*2 solar photovoltaic project in Letzer Industrial Park, and the remaining land is leased to a large energy storage company for a grid-level energy storage system. The final project reached 300MW and is expected to be added to the system in May 2024.
The new strip curtain wall system has been developed and has received engineering orders and passed the TAF weather-resistance test certification.
(2) Major R&D tasks for 2024
The development of 345KV XLPE cable project is planned to commence in March 2024 and the qualification test is expected to be in February 2026. The goal is to pass the 365-day cycle aging test by the end of 2027 and be qualified to make bid at Taipower's tender.
Products will mitigate greenhouse gas emissions as the future major R&D direction for the industry. The goal is to achieve zero carbon emissions by 2050. We will conduct guidance and greenhouse gas inventory and verification in 2024, which will serve as the benchmark for mitigating greenhouse gas emissions and be included in the ESG annual report.
Invest in research and development of super heat-resistant aluminum strip ZTAL, establish a new aluminum furnace plant in joint venture with peers among the industry, and cooperate with Japanese technology supplier to increase the local content rate of super heat-resistant wire raw materials and improve the quality of aluminum cables.
We have jointly developed a new series of window-type products with Japan's TOSTEM and improved the watertight performance. The window-type product is named CWT and is scheduled to be ready for production by September 2024.

(II) Summary of the Company's 2024 business plan

Business approach
(1) For Taipower's resilient power grid program beginning in 2023 and planning to invest at least NT$500 billion, we will participate in the bidding for 161/345KV line electromechanical engineering projects, cable projects, and super heat-resistant conductor overhead line procurement projects.
(2) Work with peers among the 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 super-aging society in 2026.
Estimated sales volume and basis thereof
(1) Estimated sales volume

Product category	2024
	Estimated sales volume
Aluminum doors and windows and stripcurtain walls	1,453mt
Curtain walls	36,288m2
Wires and cables	6,525mt

(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 sub-station 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 relative smooth ride. However, it can only generate power during the day, it is planned to use large energy storage to respond quickly to avoid high risk of power outage. We

budgeted for the enhanced power grid resilience construction program, will also upgrade the energy storage power grid to 161KV and increase the use of the medium- and high- voltage cables and extra-high-voltage cables.

     4. 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) The Company’s 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. The Company 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 Accounting Officer: Wu, Jin-Sung

Report (II) Proposed by the Board of Directors

Brief: Audit Committee’s 2023 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 2023 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.

Annual Shareholders’ Meeting 2024 of the Company

China Wire & Cable Co., Ltd.

Wang, Heh-Song, Convener of the Audit Committee

March 14, 2024

Report (III) Proposed by the Board of Directors

Brief: The Company’s 2023 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 2023 director remuneration. We provided NT$588,556 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. 11203839965 issued by the Financial Supervisory Commission (FSC) dated January 11, 2024, 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

		Meetings
Article No.	Amended provision	Existing provision	Reason for amendment
Article 8	Paragraph 1 is omitted. Paragraph 2 is omitted. 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 timeon that very day , 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. Paragraph 4 is omitted.	Paragraph 1 is omitted. Paragraph 2 is omitted. 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. Paragraph 4 is omitted.	Provide cleat provisions stipulating that the chair may announce that the meeting to be postponed on the very day if the number of attendees is insufficient for convening the meeting.
Article 11	Paragraph 1 is omitted. Paragraph 2 is omitted. If, at any time during the proceedingof a board meeting,	Paragraph 1 is omitted. Paragraph 2 is omitted. If, at any time during the proceedingof a board meeting,	Clearly stipulate the method of selecting the proxy of the chair to

		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_. During the proceedings of a board meeting, if the chair is unable to chair the meeting or fails to declare the meeting closed as provided in paragraph 2, the provisions of Article 10, paragraph 3 shall apply mutatis mutandis to the selection of the deputy to act in place thereof.	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_.	avoid affecting the operation of the board of directors due to the inability of the chair to preside over the board meeting for any reasons or failure to adjourn the meeting in accordance with the regulations at any time during the proceeding of a board meeting.
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;the ninth amendment was made on March 14, 2024 .	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.
		14, 2024 .

Proposal (I) Proposed by the Board of Directors

Brief: Ratification of the Company’s 2023 financial statements.

Notes: I. The 2023 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, Kun-Yi and Wu, Hsien-En, 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 14–20 of this handbook).
IV. Independent auditor’s report on the consolidated financial statements and various documents (see pages 21–28 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, 2023 and 2022, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

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

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.

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 Kun-Yi Wu and Xian-En Wu.

MOORE STEPHENS DaHua (Taiwan) CPAs

Taipei, Taiwan (Republic of China)

March 14, 2024

CHINA WIRE & CABLE CO.,LTD

Balance Sheets

For the years ended December 31, 2023 and 2022

Assets	December 31,	in thousands of New December 31,	ollar , except earnings per share) Liabilities and Equity	December 31, 2023 Amount ％ $ 1,886,142 18 79,984 1 344,462 3 201,657 2 5,823 - 265,391 3 9,216 - 116,867 1 - - 86,201 1 2,649 - 2,909 - 2,509 - 3,003,810 29 726,937 7 20,328 - 6,762 - 754,027 7 3,757,837 36 1,916,880 19 565,789 5 281,992 3 3,227,364 32 2,643,429 26 6,152,785 61 62,559 1 (2,244,172 ) (22) 6,453,841 64 $ 10,211,678 100	December 31,	2022
	Amount $ 111,591 9,059 762,402 517,811 69,988 37,242 1,351,484 6,961 1,711,242 148,940 71,351 4,798,071 294,255 1,216,955 3,295,038 23,073 548,689 753 17,999 4,474 12,371 5,413,607 $ 10,211,678	Amount 93,965 15,027 641,789 455,138 54,584 77,626 1,109,174 6,115 1,361,033 70,073 68,839 3,953,363 294,255 1,062,772 3,286,848 26,636 557,230 714 15,540 1,353 11,602 5,256,950 9,210,313		Amount $ 1,886,142 79,984 344,462 201,657 5,823 265,391 9,216 116,867 - 86,201 2,649 2,909 2,509 3,003,810 726,937 20,328 6,762 754,027 3,757,837 1,916,880 565,789 281,992 3,227,364 2,643,429 6,152,785 62,559 (2,244,172 ) 6,453,841 $ 10,211,678	Amount 1,325,953 - 441,759 141,621 23,568 452,855 9,399 120,374 103 41,283 2,407 3,480 3,275 2,566,077 726,937 23,236 6,982 757,155 3,323,232 1,916,880 549,999 249,166 3,506,372 2,019,852 5,775,390 (111,016) (2,244,172) 5,887,081 9,210,313	％
						14 - 5 2 - 6 - 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 other comprehensive income - current (note 6(b)) 1136 Financial assets at amortized cost (notes 6(b) and 8) 1140 Contract assets - current (note 6(r)) 1150 Notes receivable, net (notes 6(c)`、`(r) and 7) 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) and 8) 1755 Right-of-use assets (notes 6(g) and 7) 1760 Investment properties, net (notes 6(h) and 8) 1780 Intangible assets 1840 Deferred tax assets (note 6(o)) 1920 Refundable deposits 1995 Net defined benefit assets - non - current (note 6(n)) Total assets			Current liabilities: 2100 Short-term borrowings (notes 6(i) and 8) 2110 Short-term notes and bills payables (notes 6(j) and 8) 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) and 7) 2300 Other current liabilities Non-current liabilities: 2570 Deferred tax liabilities (note 6(o)) 2580 Non-current lease liabilities (notes 6(l) and 7) 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
						28
						8 - -
						8
						36
						21 6 3 38 22
						63
						(1) (25)
						64
						100

(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, 2023 and 2022

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

2023	2022
Amount $ 3,672,088 330,767 9,133 4,011,988 (3,406,788) 605,200 (77,690) (62,745) 368 (140,067) 27,801 492,934 5,445 106,636 2,749 (33,635) 13,839 95,034 587,968 113,803 474,165 (1,157) 97,771 75,804 231 172,649 172,649 $ 646,814 $ 2.99 $ 2.98	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	`％`
		91 9 -
		100 (87)
		13
		(2) (2) -
		(4) 1
		10
		- 2 (1) (1) 1
		1
		11 2
		9
		1 (2) (4) -
		(5)
		(5)
		4

(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, 2023 and 2022 (expressed in thousands of New Taiwan Dollar)

	Retained earnings Special reserve Unappropriated retained earnings 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 3,506,372 2,019,852 - (32,826) 111,016 (111,016) - (95,844) - - - 474,165 - (926) - 473,239 (390,024) 390,024 3,227,364 2,643,429	Other equity	Total equity
		Unrealized gains(losses)from financial assets measured at fair value through other comprehensive income
Legal reserve	Special reserve 3,592,447 - (111,340) - - - - - 25,265 - 3,506,372 3,506,372 - 111,016 - - - - - (390,024) 3,227,364
220,961 28,205 - - - - -		74,514 - - - - - (187,246)	5,811,509 - - (95,844) 15,791 328,250 (172,625)
-		(187,246)	155,625
- -		- 1,716	- -
249,166		(111,016)	5,887,081
249,166 32,826 - - - - -		(111,016) - - - - - 173,575	5,887,081 - - (95,844) 15,790 474,165 172,649
-		173,575	646,814
-		-	-
281,992		62,559	6,453,841

(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, 2023 and 2022 (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 Gain from disposal of property, plant and equipment Loss from disposal of Investment properties Recognition(reversal) of provision Total adjustments to reconcile profit Change in operating assets and liabilities: Changes in operating assets: Decrease(increase) in contract assets Decrease in notes receivable(include related parties) Increase in accounts receivable 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(decrease) in contract liabilities Increase in notes payable(include related parties) Increase(decrease) in accounts payable(include related parties) Increase(decrease) in other payables(include related parties) Increase(decrease) 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 amortized cost 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 investments acocunted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Proceeds from disposal of investment properties Dividends received Net cash flows used in investing activities Cash flow from financing activities: Increase 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) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2023 `＄` 587,968 38,594 487 (368) (1,386) 33,635 (5,445) (45,621) (13,839) (53) - 242 6,246 (16,897) 40,794 (240,859) (514) (351,543) (78,867) (2,512) (650,398) (97,297) 42,291 (187,647) (3,913) (766) (1,926) (249,258) (899,656) (893,410) (305,442) 5,113 (33,348) (71,113) (404,790) (23,113) 271 (62,673) (3,027) 10,381 (48,750) (33,350) 57 (3,121) (526) - 45,621 (118,230) 560,189 80,000 (220) (3,479) (95,844) 540,646 17,626 93,965 `＄` 111,591	2022
		390,234 39,971 136 (3,418) 1,373 18,108 (2,983) (55,597) (34,187) - 1,652 (182) (35,127) 11,483 3,491 (92,110) (346) (377,905) (20,815) (38,658) (514,860) 75,755 73,630 209,983 1,868 473 (7,586) 354,123 (160,737) (195,864) 194,370 2,366 (18,055) (78,511) 100,170 (1,238) 571 (75,825) (9,611) 4,726 - (20,088) - (481) - 6,903 55,597 (39,446) 108,881 (49,870) 1,746 (3,041) (95,844) (38,128) 22,596 71,369 93,965

(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, 2023 and 2022, 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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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

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.

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, 2023 and 2022, 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 Kun-Yi Wu and Xian-En Wu.

MOORE STEPHENS DaHua (Taiwan) CPAs

Taipei, Taiwan (Republic of China) March 13, 2024

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Balance Sheets For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar, except earnings per share)

Assets	December 31, 2023 Amount ％ $ 172,591 2 39,457 1 1,450,926 14 517,811 5 115,454 1 37,242 - 1,351,484 13 6,971 - 1,711,242 17 148,940 1 73,646 1 5,625,764 55 349,912 4 370,944 4 3,295,038 32 23,073 - 548,689 5 753 - 17,999 - 20,246 - 12,371 - 4,639,025 45 $ 10,264,789 100	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	Liabilities and Equity	December 31, 2023 Amount ％ $ 1,886,142 18 79,984 1 344,462 3 201,657 2 5,823 - 265,391 3 9,216 - 117,864 1 - - 88,306 1 2,649 - 2,909 - 2,509 - 3,006,912 29 726,937 7 20,328 - 6,762 - 754,027 7 3,760,939 36 1,916,880 19 565,789 6 281,992 3 3,227,364 31 2,643,429 26 6,152,785 60 62,559 1 (2,244,172) (22) 6,453,841 64 50,009 - 6,503,850 64 $ 10,264,789 100	December 31, 2022	December 31, 2022
	Amount $ 172,591 39,457 1,450,926 517,811 115,454 37,242 1,351,484 6,971 1,711,242 148,940 73,646 5,625,764 349,912 370,944 3,295,038 23,073 548,689 753 17,999 20,246 12,371 4,639,025 $ 10,264,789	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 $ 1,886,142 79,984 344,462 201,657 5,823 265,391 9,216 117,864 - 88,306 2,649 2,909 2,509 3,006,912 726,937 20,328 6,762 754,027 3,760,939 1,916,880 565,789 281,992 3,227,364 2,643,429 6,152,785 62,559 (2,244,172) 6,453,841 50,009 6,503,850 $ 10,264,789	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	％
						14 - 5 2 - 5 - 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 other comprehensive income - current (note 6(b)) 1136 Financial assets at amortized cost (notes 6(b) and 8) 1140 Contract assets- current (note6(r)) 1150 Notes receivable, net (note 6(c) and (r)) 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) and 8) 1755 Right-of-use assets (note 6(g) and 7) 1760 Investment properties, net (notes 6(h) and 8) 1780 Intangible assets 1840 Deferred tax assets (note 6(o)) 1920 Refundable deposits 1975 Net defined benefit assets - non - current (note 6(n)) Total assets			Current liabilities: 2100 Short-term borrowings (notes 6(i) and 8) 2110 Short-term notes and bills payables (notes 6(j) and 8) 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) and 7) 2300 Other current liabilities Non-current liabilities: 2570 Deferred tax liabilities (note 6(o)) 2580 Non-current lease liabilities (note 6(l) and 7) 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
						27
						8 - -
						8
						35
						21 6 3 38 22
						63
						(1) (24)
						65
						-
						65
						100

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

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar, except earnings per share)

2023 2022 Amount `％` Amount 4000Operating revenues (notes 6(r) and 7) 4100 Sale, net $ 3,672,088 92 3,156,709 4640 Device revenue 330,767 8 301,075 4800 Other revenue 9,133 - 8,841 4,011,988 100 3,466,625 5000Operating costs (notes 6(d)`、`(m) and 7) (3,406,788) (85) (3,018,531) 5900Gross profit from operations 605,200 15 448,094 6000Operating expenses (notes 6(n) and 7)`：` 6100 Selling expenses (78,138) (2) (80,884) 6200 Administrative expenses (62,957) (2) (68,524) 6450 Expected credit impairment benefits (note 6(c)) 368 - 3,418 Total operating expenses (140,727) (4) (145,990) 6500 Net gains and loss from other income expense (notes 6(a) and 7) 27,801 1 21,947 6900Net operating income 492,274 12 324,051 Non-operating income and expenses (notes 6(u) and 7)`：` 7100 Interest income 9,245 - 3,451 7010 Other income 124,392 3 109,132 7020 Other gains and losses, net 3,818 - (21,865) 7050 Finance costs (33,635) - (18,108) 7060 Share of profit or loss of associates (note 6(e)) (5,593) - (3,555) Total non-operating income and expense 98,227 3 69,055 Net income before tax 590,501 15 393,106 7950Less: Income tax expenses (note 6(o)) 115,908 3 63,594 8200Net income 474,593 12 329,512 8300Other comprehensive income (notes 6(n) and (o)`：` 8310 Components of other comprehensive income(loss) that will not be reclassified to profit or loss 8311 Gains (losses) remeasurements of defined benefit plans (1,157) - 18,276 8316 Unrealized gains from financial assets measured at fair 176,345 4 (192,559) value through other comprehensive income 8349 Income tax related to comprehensive that will not be reclassified 231 - (3,655) to profit or loss Total components of other comprehensive income (loss) that will not be reclassified to profit or loss 175,419 4 (177,938) 8300Other comprehensive income, net 175,419 4 (177,938) Total comprehensive income: $ 650,012 16 151,574 Profit attributable to: 8610 Owners of parent $ 474,165 12 328,250 8620 Non-controlling interests 428 - 1,262 $ 474,593 12 329,512 Comprehensive income attributable to: 8710 Owners of parent $ 646,814 16 155,625 8720 Non-controlling interests 3,198 - (4,051) $ 650,012 16 151,574 Basic earnings(loss) per share (NT dollars) (notes 6(q)) 9750Basic earnings(loss) per share $ 2.99 2.07 9850Diluted earnings(loss) per share $ 2.98 2.07 (The accompanying notes are an integral part of the consolidated financial statements)	2023		2022
		`％`		`％`
		92 8 -		91 9 -
		100		100
		(85)		(87)
		15		13
		(2) (2) -		(2) (2) -
		(4)		(4)
		1		1
		12		10
		- 3 - - -		- 3 (1) - -
		3		2
		15 3		12 2
		12		10
		- 4 -		1 (6) -
		4		(5)
		4		(5)
		16		5
		12 -		10 -
		12		10
		16 -		5 -
		16		5

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar)

	Equityattributable to owne	Equityattributable to owne	rs ofparent		Total equity
Capital surplus 534,208 - - - 15,791 - - - - - 549,999 549,999 - - - 15,790 - - - - - 565,789	Retained earnings Legal reserve Special reserve Unappropriated retained earnings 220,961 3,592,447 1,716,671 28,205 - (28,205) - (111,340) 111,340 - - (95,844) - - - - - 328,250 - - 14,621 - - 342,871 - 25,265 (25,265) - - (1,716) 249,166 3,506,372 2,019,852 249,166 3,506,372 2,019,852 32,826 - (32,826) - 111,016 (111,016) - - (95,844) - - - - - 474,165 - - (926) - - 473,239 - (390,024) 390,024 - - - 281,992 3,227,364 2,643,429		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
	Legal reserve 220,961 28,205 - - - - - - - - 249,166 249,166 32,826 - - - - - - - - 281,992	Special reserve 3,592,447 - (111,340) - - - - - 25,265 - 3,506,372 3,506,372 - 111,016 - - - - - (390,024) - 3,227,364
			74,514 - - - - - (187,246)		5,834,861 - - (95,844) 16,421 329,512 (177,938)
			(187,246)		151,574
			- 1,716		- -
			(111,016)		5,907,012
			(111,016) - - - - - 173,575		5,907,012 - - (95,844) 16,420 474,593 175,419
			173,575		650,012
			- - 62,559		- 26,250
					6,503,850

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

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Statements of Cash Flow For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar)

Cash flows from operating activities: Income 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 Gain from disposal of property, plant and equipment Loss from disposal of Investment properties Reversal of provision Total adjustments to reconcile profit Change in operating assets and liabilities: Changes in operating assets: Decrease(increase) in contract assets Decrease in notes receivable(include related parties) Increase in accounts receivable 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(decrease) in contract liabilities Increase in notes payable(include related parties) Increase(decrease) in accounts payable(include related parties) Increase(decrease) in other payables(include related parties) Increase(decrease) 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 Acquisition of intangible assets 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 in short-term borrowing Increase (decrease) in short-term notes and bills payables Increase (decrease) in guarantee deposits Payments of lease liabilities Cash dividend paid Increase in non-controlling interests Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2023 `＄` 590,501 38,594 487 (368) (2,717) 33,635 (9,245) (63,308) 5,593 (53) - 242 2,860 (62,363) 40,794 (240,859) (413) (351,543) (78,867) (4,757) (698,008) (97,297) 42,291 (187,647) (3,042) (766) (1,926) (248,387) (946,395) (943,535) (353,034) 8,912 (33,348) (72,744) (450,214) (99,034) 271 (102,790) 135,027 (62,673) - (33,350) 57 (526) (18,893) - 63,308 (118,603) 560,189 80,000 (221) (3,479) (79,424) 26,250 583,315 14,498 158,093 `＄` 172,591	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

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

Proposal (II) Proposed by the Board of Directors

Brief: Ratification of the Company’s 2023 statement of earnings distribution.

Notes: I. The Company's 2023 net income after tax was NT$474,164,625, excluding gains (losses) on remeasurements of defined benefit plans of NT$926,218, plus the undistributed earnings at the beginning of the period of NT$1,780,166,315, multiplied by 10% of the balance for the legal reserve of NT$47,416,463 according to the law, less the reversal of special reserve (other equity) of NT$111,015,789 and the reversal of special reserve (treasury shares) of NT$390,024,070. Thus, it is proposed to pay out a cash dividend of NT$1.3 per share, totaling NT$249,194,400. Therefore, the undistributed earnings at the end of the period is NT$2,457,833,718. 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 dividends 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 2023 statement of earnings distribution (see page 30 of this handbook).

IV. Please proceed to ratify it.

Resolution:

China Wire & Cable Co., Ltd.

Statement of Earnings Distribution

2023

2023
	Unit: NTD
Items	Amount Remarks
Undistributed earnings at the beginning of the period Add: Net income after tax 2023 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 Disposal at fair value through other comprehensive income Measurement of equity instrument investments Remeasurement of defined benefit plans	$1,780,166,315 474,164,625 0 (926,218) 2,253,404,722 (47,416,463) 111,015,789 390,024,070 (249,194,400) $2,457,833,718

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

Elections Proposed by the Board of Directors

Brief: Re-election of 5 directors (including 3 seats of independent directors) of the 26th session of the Board of Directors.

Notes: I. The term of office of the 25th session of directors of the Company expires on July 21, 2024, and the re-election is scheduled to be organized in advance at the current regular shareholders' meeting.
II. Based on the Company's articles of incorporation and the resolution of the 16th board meeting of the 25th session of the Board of Directors, five directors (including three independent directors) shall be elected. The term of office of the newly-elected directors and independent directors is from June 21, 2024 to June 20, 2027 (three years).
III. The company adopts a candidate nomination system to elect directors. The relevant information of the candidates is stated as follows:

Directors Candidates List:

Serial Number	Account Number	Name	Education/Experience/Current Position	Number of Shares Held
1	36366	Chen, Ho-Yuan	Education/ York University, Canada Experience/Current Position Chairman of Great Universe Development Corp. Chairman of Great Universe Enterprises Co., Ltd. Director of Great Universe Metal Building Materials Corp. Supervisor of Taiwan Sun Clutch Co., Ltd. Supervisor of K&Z Enterprise Sdn. Bhd. Director of Healtdeva Company Ltd. Director of Chinacomm Taiwan Ltd. Director of Heyu Construction Co., Ltd. Director General Manager of China Wire & Cable Co.,Ltd.	22,973,053
2	36422	Great Universe Enterprises Co., Ltd. Representative: Chen, Lian-Yin	Education/ Department of Pharmaceutical Sciences, University of Toronto, Canada Experience/ Pharmacist of Ontario, Canada Vice President of China Wire & Cable Co., Ltd. Current Position/ Chairman of Great Universe Metal Building Materials Corp. Director of Taiwan Sun Clutch Co., Ltd. Director of Great Universe Development Corp. Director of K&Z Enterprise Sdn. Bhd. Director of Great Universe Enterprises Co., Ltd. Supervisor of Heyu Construction Co.,Ltd	2,260,736

Independent Directors Candidates List:

Serial Number	Account Number	Name	Education/Experience/Current Position	Number of Shares Held	Has served as an independent director for three sessions?
1	--	Wang, Heh-Song	Education/ Ph.D. in Economics, University of Santo Tomas of the Philippines Experience/ Central Bank Economic Research Clerk and Team Leader Deputy Director of the Foreign Exchange Data Section, Foreign Exchange Bureau, the Central Bank Chief of the Editing Section, Research Office of the Review Committee, Foreign Exchange Trade Bureau of the Executive Yuan Economist at Asian Development Bank Asian Development Bank development policy expert, and senior strategy and policy expert Advisor to the Overseas Compatriot Affairs Council of the Executive Yuan Director of Economic Research Division, China International Commercial Bank Chairman of the Policy Committee of Asian Bankers Association Chairman of the Research and Development Committee, The Bankers Association of The Republic Of China Consultant of Asian Bankers Association Advisor to the Ministry of Finance Associate Professor at Associate Professor Professor at Tamkang University Visiting Professor at the Graduate School of University of Santo Tomas, the Philippines Associate Professor of Institute of Finance, Fu Jen Catholic University Professor of the Institute of Southeast Asia Study, Tamkang University Professor of the Institute of Finance and Economics, National Chiao Tung University Visiting Professor, Institute of Finance and Economics, Kainan University Advisor to the Ministry of Finance Professor of Institute of Finance, Fu Jen Catholic University Current Position/ Independent Director/Remuneration Committee member of the Company	0	Yes Has rich academic qualifications and experience, being skilled in meeting procedures, and has financial and accounting expertise to assist the company.
2	--	Tzeng, Yung-I	Education/ Master of Business Economics, Waseda University Graduate School of Business and Finance, Japan Experience/ Deputy Financial Manager of Yufeng TradingCo.,Ltd.,a Japanese company	0	No

			Assistant Manager of the Trust Division, Central Trust of China Manager of Taichung Branch, Central Trust of China Director of the Business Audit Division, Central Trust of China head office Manager of Taipei Branch, Central Trust of China Consultant of Central Trust of China head office Honorary Consultant of Central Trust of China head office Current Position/ Independent Director/Remuneration Committee member of the Company
3	--	Wu, Kao-Teng	Education/ Department of Money and Banking, National Chengchi University Experience/ Vice President of Sales, Grand Fortune Securities Current Position/ None	0	No

IV. Please proceed to election

Voting Results:

Discussions Proposed by the Board of Directors

Brief: Lifting the non-competition restrictions on the Company's newly-elected directors and their representatives.
Notes: I. Article 209 of the Company Act states that, “A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
II. The 26th sessions of directors of the Company will be elected on June 21, 2024. It is hereby proposed to lift the non-competition restrictions on the Company's newly-elected directors and their representatives for the elected directors or juridical person directors appointed by legal persons and legal representatives re-appointed due to business needs, who may invest or operate and concurrently serve as directors of other companies with the same or similar business scopes to the one of the Company without prejudice to the interests of the Company. The details of the director's holding other positions concurrently are as follows:

Title	Name	Positions concurrently held in other companies atpresent
Director	Chen, Ho-Yuan	Chairman of Great Universe Development Corp. Chairman of Great Universe Enterprises Co., Ltd. Director of Great Universe Metal Building Materials Corp. Supervisor of Taiwan Sun Clutch Co., Ltd. Supervisor of K&Z Enterprise Sdn. Bhd. Director of Healtdeva Company Ltd. Director of Chinacomm Taiwan Ltd. Director of Heyu Construction Co., Ltd.
Director	Great Universe Enterprises Co., Ltd. Representative: Chen, Lian-Yin	Chairman of Great Universe Metal Building Materials Corp. Director of Taiwan Sun Clutch Co., Ltd. Director of Great Universe Development Corp. Director of K&Z Enterprise Sdn. Bhd. Director of Great Universe Enterprises Co., Ltd. Supervisor of Heyu Construction Co., Ltd.

III. Please proceed to discussion Resolution:

Questions and Motions

Brief:

Description:

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

Chapter I 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:
CA01100 Aluminium Rolling, Drawing and Extruding.
CA01130 Copper Rolling, Drawing and Extruding.
CA02010 Manufacture of Metal Structure and Architectural Components.
CC01020 Electric Wires and Cables Manufacturing.
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
CC01080 Electronics Components Manufacturing.
CC01110 Computer and Peripheral Equipment Manufacturing.
C801990 Other Chemical Materials Manufacturing.
E103081 Curtain Wall Works Specialized Construction Enterprises.
E599010 Piping Engineering.
E601010 Electric Appliance Construction.
E603010 Cable Installation Engineering.
E801020 Doors and Windows Installation Engineering.
E801030 Indoor Light-gauge Steel Frame Engineering.
E801040 Glass Installation Engineering.
F107990 Wholesale of Other Chemical Products.
F111090 Wholesale of Building Materials.
F211010 Retail Sale of Building Materials.
F401010 International Trade.
H701010 Housing and Building Development and Rental.
H701080 Urban Renewal Reconstruction.
H703090 Real Estate Business.
H703100 Real Estate Leasing.
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 paid-in 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 II Share
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
		large-denomination 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 III Shareholders’ Meeting
Article	8	: The Company’s shareholders’ meetings are divided into the following two types:
		1. The annual general meeting of shareholders shall be convened within six months
		after the end of each fiscal year.
		2. 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	: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the
		meeting, which shall be affixed with the signature or seal of the chairman of the

meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close 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 IV Director

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 : Per 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:
Convening shareholders' meetings and implementing the resolutions adopted thereby.
Deciding on business plans.

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

		4. Reviewing and approving various rules and important contracts. 5. Deciding on the Company’s important candidates and regulations on the number of staff for each department. 6. Deciding on the dissolution or change of branches or factories. 7. Purchasing and disposing of important property.
		8. 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 V 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
		all the factory’s business.
		Chapter VI 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.

Business Report.
Financial statements. 3. 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 China Wire & Cable Co., Ltd. Rules and Procedures of Shareholders’

Meeting

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, sign-in 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 Resolution of shareholders’ meetings shall be calculated and reached 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 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close 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 and 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.
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 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.
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, sub-paragraph 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:

Reports:
- (1) Minutes of the last meeting and execution.
- (2) Report on important financial and business matters.
- (3) Report on internal audit activities.
- (4) Other important matters to be reported.
Discussions:
- (1) Items discussed and continued from the last meeting.
- (2) Items for discussion at this meeting.
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:

Business plan of the Company.
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.
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.
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.

The offering, issuance, or private placement of any equity-type securities.
The election or dismissal of the Chairman.
The appointment or dismissal of a financial, accounting, or internal auditing officer.
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 retro-active ratification.
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 8 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 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:

Vote by show of hands or voting device.
Vote by roll call.
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:
Session (or year), time and place of meeting.
Name of the chair.
Directors’ attendance at the meeting, including the names and number of members present, excused and absent.
Names and titles of those attending the meeting in a non-voting capacity.
Name of the minutes taker.

Reports.
Discussions: 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.
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.
Other information required to be disclosed:
- 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:
Signing of contracts, memorandums, or letters of intent on behalf of the Company.

The Company's business strategy and business scope.
Appointment, dismissal, evaluation, rewards or punishments, promotion, retirement and remuneration of non-managers.
The organizational structure of the Company.
Formulation of the Company’s internal rules and regulations.
Protection of the Company's intellectual property rights and patent application.
The part of the “Procedures for Asset Acquisition and Disposal”, for which the Chairman is delegated.
The part of the “Operating Procedures for the Provision of Endorsements and Guarantees,” for which the Chairman is delegated.
The part of the “Operating Procedures for Loaning of Funds to Others,” for which the Chairman is delegated.
10.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; the eighth amendment was made on November 11, 2022.

Appendix 4

Procedures for Board of Directors Meetings of China Wire

and Cable Co., Ltd.

July 22, 2021 Article 1 : Except as otherwise provided by law and regulation or by the company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 2 : The company’s directors are elected in the manner of single-registered cumulative voting. Each share has the same voting rights as the number of directors to be elected, and can be fully given to any specific candidate or distributed to several candidates.

Article 2-1 : Elections of directors at the company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. The qualifications for the independent directors of the company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
When the number of directors falls below five due to the dismissal of a director for any reason, the company shall hold a director by-elections at the next following shareholders’ meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders’ meeting within 60 days of the occurrence of that fact to hold a director by-elections.
When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders’ meeting to fill the vacancy. When the independent directors are dismissed en masse , a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 3 : Directors of the company shall be elected and appointed by the shareholders' meeting among those who have the full legal capacity to act. The number of directors and supervisors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 4 : The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights

associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 5 : Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.

Article 6 : The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 7 : If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 8 : A ballot is invalid under any of the following circumstances:

(1) The ballot was not prepared by these Regulations.
(2) A blank ballot placed in the ballot box.
(3) The writing is unclear and indecipherable or has been altered.
(4) The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder and a cross-check shows that the candidate's name and identity card number do not match.
(5) Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
(6) The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
(7) Two or more candidates are listed on the same ballot.
Article 9 : The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site. The 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 10 : The board of directors of the company shall issue notifications to the persons elected as directors.
Article 11 : Matters not specified in these Regulations shall be handled in accordance with the Company Act and relevant laws and regulations.
Article 12 : These Regulations and all amendments thereto shall be enforced upon approval by a shareholders’ meeting.

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
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 22, 2024

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CWCO — AGM Information 2024

51875_rns_2024-07-01_2bb8df70-ab90-4a08-8fd0-1409f0351934.pdf

2024 Annual Shareholders’ Meeting

Meeting Handbook

Table of Contents

China Wire and Cable Co., Ltd.

Shareholders’ Meeting Procedure and Agenda 2024

China Wire and Cable Co., Ltd.

Business Report

(I) The Company's 2023 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 2024 business plan

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

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

CHINA WIRE & CABLE CO.,LTD

Balance Sheets

For the years ended December 31, 2023 and 2022

CHINA WIRE & CABLE CO.,LTD Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

CHINA WIRE & CABLE CO.,LTD Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar)

CHINA WIRE & CABLE CO.,LTD Statements of Cash Flows For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar)

Independent Auditor’s Report

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

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

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Balance Sheets For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar, except earnings per share)

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar, except earnings per share)

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar)

CHINA WIRE & CABLE CO.,LTD AND SUBSIDARIES Consolidated Statements of Cash Flow For the years ended December 31, 2023 and 2022 (expressed in thousands of New Taiwan Dollar)

China Wire & Cable Co., Ltd.

Statement of Earnings Distribution

2023

Directors Candidates List:

Discussions Proposed by the Board of Directors

Appendix 1

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

Chapter I General Provisions

Chapter IV Director

Appendix 2

China Wire & Cable Co., Ltd. Rules and Procedures of Shareholders’

Meeting

Rules of Procedure for Board of Directors Meetings of China

Wire and Cable Co., Ltd.

Procedures for Board of Directors Meetings of China Wire

and Cable Co., Ltd.

Number of Shares Held by Directors

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