DE LICACY - AGM Information 2025 | FinancialReports.eu

Stock code ： 1464

DE LICACY INDUSTRIAL CO., LTD.

Shareholders’ Meeting in 2025 Meeting Agenda

Time ： June 10, 2025 Location:No. 820, Fuxing Road, Sanshe Village, Xinshi District, Tainan City The type of the shareholders’ meeting: Physicalshareholders’ meeting

DE LICACY INDUSTRIAL CO., LTD.

Table of Content of Meeting Agenda of Shareholders’ meeting in 2025

Meeting agenda

Announcements

DE LICACY INDUSTRIAL CO., LTD. Table of Content of Meeting Agenda of Shareholders’ meeting in 2025 Meeting agenda Announcements
1. Report on the allocation of Directors' remuneration and Employee bonus stock in 2024 …	1
2. 2024 Annual Business Report …………………………………………...…………………	2
3. Report of the 2024 final accounts reviewed by the Audit Committee…...…………………	6
4. Report on investment in China …………………………..………..….…..………………	10
5. Report of the Company’s endorsements and guarantees ..………….…. .…..……………	13
Acknowledgement
1. 2024business report and proposals for ratification of individual financial statements and
consolidated financial statements …………………….…... ……………………….….…	16
2. Proposal for recognition of earnings distribution in 2024 …………….….……….….….	39
Discussion matters
1. Proposal in discussion for amendment of Company’s Articles of Incorporation(Before
amendment)……………………………………….….....………….….....……...…………	40
2. Proposal in discussion for transfer of surplus into capital increase and issuance of new
shares……………………………………………….….....………….….....……...………	42
Extraordinary motions…………………………………………………..…….…….….….....……	43
Articles
Articles of incorporation (Befor amendment) ………………………………………………..…..	44
Rules of Procedure for Shareholders’ meetings…….….…....….….....…………………..…...…..	51
Appendix
Impact of the Proposed Bonus Shares on the Company's Operating Performance ………….……	59
Shareholding of all directors ……………………….……………………….……………….……	60

DE LICACY INDUSTRIAL CO., LTD. Meeting Agenda of Shareholders’ meeting in 2025

Time ： 9:00 am on Friday, June 10, 2025

Location: No. 820, Fuxing Road, Sanshe Village, Xinshi District, Tainan City (The first floor of the company's employee activity center) Physical shareholders’ meeting

Meeting procedure:

Start of the meeting (report on the number of shareholders present)
Chairman's Statement
Announcements
(1).Report of the allocation of Directors' remuneration and Employee bonus stock in 2024
(2).2024Annual Business Report
(3).Report of the 2024final accounts reviewed by the Audit Committee
(4).Report of investment in China
(5).Report of the Company’s endorsements and guarantees
Acknowledgement
(1).2024 business report and proposals for ratification of individual financial statements and consolidated financial statements
(2).Proposal for recognition of earnings distribution in 2024

5. Discussion matters

(1). Proposal in discussion for amendment of Company’s Articles of Incorporation
(2). Proposal in discussion for transfer of surplus into capital increase and issuance of new shares
Extraordinary motions
Adjournment

Announcements

Case 1:

Cause of action: Report of the allocation of Directors' remuneration and Employee remuneration in 2024.

Explanation: 1. According to the articles of incorporation of the Company: if the Company makes profits for the year, it shall allocate no less than 4% as employee remuneration, which shall be distributed in stock or cash by the resolution of the Board of Directors, and the payment shall be paid to employees of subsidiary companies who meet certain conditions; The above-mentioned opening profit amount shall be allocated not more than 3% as director's remuneration by the resolution of the Board of Directors.
2.The Company’s 2024 profit was NT$580,563,099, 4% from which was allocated as employees’ compensation as NT$23,222,524 and distributed in cash. 1.5% of 2024 profit was directors’ compensation of NT$8,708,446 and net profit before tax was NT$548,632,129
after allocation.
The proposal has been reviewed and approved by the fifth meeting of the fifth Session of Compensation Committee on March 10, 2025 and approved by the 12th Board of Directors of the 18th Session on

March 10, 2025.

Case 2 ：

Cause of action: 2024Annual Business Report

Explanation:

2024Annual Business Report

1.Business report of the previous year (2024)
(1) Implementation results of the business plan:

Unit: Thousand New Taiwan Dollars

Year Item	2024	2023	Increase (decrease) amount	The proportion of changes%
Net sales revenue	11,856,797	9,742,159	2,114,638	21.71
Other operatingincome	137,225	87,875	49,350	56.16
Total operatingincome	11,994,022	9,830,034	2,163,988	22.01
Operatingcost	9,727,851	8,280,635	1,447,216	17.48
Operatingmargin	2,266,171	1,549,399	716,772	46.26
Realized operatingmargin	2,266,171	1,549,399	716,772	46.26
Marketingcost	791,469	549,580	241,899	44.01
Management cost	934,813	840,689	94,124	11.20
Research and development cost	220,441	201,169	19,272	9.58
Loss of expected credit impairment	11,746	41,723	( 29,977)	( 71.85)
Total operatingcosts	1,958,469	1,633,161	325,308	19.92
Other income and net expenses	284,438	( 30,669)	315,107	1,027.44
Operating profit (net loss)	592,140	( 114,431)	706,571	617.46
Total non-operating income and expenses	94,070	304,922	( 210,852)	( 69.15)
Net profit before tax (net loss)	686,210	190,491	495,719	260.23
Income tax expense (benefits)	170,560	74,581	95,979	128.69
Net profit (net loss) for the year	515,650	115,910	399,740	344.87
Other comprehensive profit andloss (net aftertax)	221,089	( 40,575)	261,664	644.89
Total comprehensive profit and loss for the year	736,739	75,335	661,404	877.95

Overview of production and sales:

① Production ： The production of spun fabric in 2024 is 15,707 thousand yards, which was a growth of 69.82% compared to 2023's 9,249thousand yards. Filament fabric is 118,786 thousand yards, which was a growth of 6.08% compared to

2023's 111,982 thousand yards.

② Sales ： In 2024, the sales of short fiber fabrics reached 15,863 thousand yards,

an increase of 51.55% compared to 10,467 thousand yards in 2023. The sales of long fiber fabrics reached 130,536 thousand yards, an increase of 21.76% compared to 107,204 thousand yards in 2023.

(2) Budget execution status: Not applicable

(3) Analysis of financial income and expenditure and profitability:

Unit: ％

				Unit:`％`
Item			2024	2023
Financial structure	Debt-to-asset ratio（%）		63.23	63.18
	The ratio of long-term funds to fixed assets（%）		153.50	166.83
Solvency	Current ratio（%）		132.65	145.88
	Quick ratio（%）		61.73	69.99
	Interest coverageratio		4.21	1.81
Profitability	Return on assets（%）		4.41	1.85
	Return on equity（%）		8.95	2.06
	Percentage of paid-in capital（%）	Business interest	14.53	( 2.81)
		Net profit before tax	16.83	4.67
	Net profit rate（%）		4.30	1.18
	Earnings per share (NTD)		1.04	0.13

(4) R&D development status:
①.R&D expenses invested each year as of Mar 31, 2025 and recent years

	2024	The current year ends on March 31, 2025
Expense	220,441thousand NTD	88,776thousand NTD
% Of turnover	1.84%	2.56%

②.Successfully developed products in 2024

(A) SHARP MEMORY AIR TEXTURE YARN FABRIC.

(B) WOOL LIKE MECH-STRETCH FABRIC.
(C) FINE DENIER BI-COMPONENT RECYCLE MECH-STRETCH FABRIC.
(D) TPEE COMPOSIT YARN STRETCH FABRIC.
(E) Y/D SHARP MEMORY AIR TEXTURE YARN FABRIC.
(F) Y/D WOOL LIKE MECH-STRETCH FLANNEL FABRIC.
(G) CROSS WEAVING 3D FABRIC WITH SYNTHETIC AND SPUN FIBER.

(H) LYOCELL AND RECYCLE POLYESTER BLEND FABRIC.

( I ) 2-LAYER BONDING FABRIC WITH FACE SIDE DWR AND BACK SIDE WICKNG FUNCTION.

( J ) TPU FILM 3-Layer Lamination WITH 20K M.V.P.

2.Summary of this year's business plan (2025)

The business policy in 2025 is mainly to develop environmentally friendly, functional and fashionable products that meet environmental requirements, and actively cooperate with upstream raw material manufacturers to develop new environmentally friendly materials and auxiliaries, and integrate our factory's false twist, weaving, dyeing and

finishing processing and processing. Innovative technology for post-processing, laminating, coating, and other equipment to enhance product quality and added value. Efforts to transform the production technology, in terms of spun fabric: 1. Production of filament YD cloth. 2. Fine count cotton fabric. 3. Produce new spun and filament blended fabric. Functional products that combine fashion, leisure and comfort. In terms of filament fabric: Focus on high-tech innovation, and produce functional products that are lighter, thinner, more flexible, comfortable, and environmentally friendly.

(1).Business policies and important production and sales policies:

①. Deepen cooperation with brand customers to enhance business stability.

Strengthen interactions with brand customers and actively establish direct cooperative relationships with final buyers/brand customers to increase sales volume and order stability. Fully grasp core and potential markets, including GOLF products, UNIFORM products, CASUAL products, sports functional products, special wear-resistant products, and environmentally sustainable products (such as fabrics related to environmental and marine protection).

②. Strengthen the promotion of core products and the integration of the supply chain.

Filament product：elastic sports cloth, soluble yarn, fleece 。
Spun product：Elastic shirt cloth,flannel,Interlacing dyed cloth。
③ . Develop functional fabrics and expand the global market.
Deeply develop functional home textile fabrics, apparel fabrics, SPORT, and OUTDOOR fabrics.
Home textiles: Focus on mainland China, Northern Europe, and Italy, with BVB
yarn and woolen yarn as the main products.
Apparel market: Focus on expanding North American and European brands, with
sports, casual, fashion, yoga, and outerwear as the main application areas.
④ . Expand sales channels and strengthen market coverage.
Consolidate existing distributors and actively develop new distributors (such as e- commerce brands) to increase overall order volume. Establish a rapid response mechanism to meet immediate market demands.
⑤ . Enhance research and development capabilities and product innovation. Strengthen product planning and quality management to accelerate the development of differentiated products.
In response to the ASEAN seven countries' zero-tariff policy on garments, improve product competitiveness.
⑥ . Develop sports and leisure products to enhance adaptability to all environments. Research and develop the latest materials such as: mitation knitted elastic fabric, Tencel cotton feel processed yarn, High elasticity and high recovery elastic processed yarn, as well as Brushed blended elastic fabric. Actively develop multifunctional comfortable fabrics that are suitable for work, leisure, and sports.
⑦ .Promote environmental sustainability to align with global environmental trends. Comply with environmental regulations and implement sustainable development
strategies.
In response to market changes, enhance the environmental sustainability of sports
products to meet consumers' high concern for environmental functionality.
⑧ . Strengthen the competitiveness of the Vietnam production base.

Deepen cooperation with Vietnamese garment factories to meet local garment production needs through the local supply chain, shorten delivery times, and enhance competitiveness.

Technical cooperation: Collaborate with Japanese trading companies by dispatching technical teams to Vietnam's De Licacy factory to strengthen technology and quality control, ensuring compliance with Japanese customer standards and increasing product added value

(2).Expected sales quantity and its basis (the following expected sales volume is estimated by the business department based on the current economic situation):

Mainproduct	Filamentfabric	Spun fabric
Expected sales quantity this year	143,590Thousand yards	17,449Thousand yards

Chairman: Chia-Min Yeh Manager: Yi-Nung Yu Accounting Supervisor: Huang Hsiu-Fen

Case 3 ：

Cause of action: Report of the 2024 final accounts reviewed by the Audit Committee. Explanation: The 2024 Financial Report of the Company, been approved by the Board of Directors and audited by CPA, along with business report and the earnings distribution statement, were submitted for review by the audit committee and its review report was provided.

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

The audit committee agreed and passed the resolutions of the Board of Directors of the Company’s 2024business report, financial statements, and earnings distribution, including financial statements (balance sheet, consolidated income statement, statement of changes in equity, cash flow statement) and consolidated financial statements. The report was issued by the Board of Directors of Deloitte Touche Tohmatsu Limited’s accountants Liao Hung-Ju and Wang Teng Wei to audit the completion of the visa and an audit report of unmodified opinion was issued.

The Audit Committee is responsible for supervising the Company's financial reporting process.

The certified accountant visas the Company's 2024 financial statements and communicates with the audit committee on the following matters:

There are no major findings in the inspection scope and time planned by the certified public accountant.
The certified public accountant provided the audit committee with the personnel of the accounting firm's affiliated firm subject to independence regulations, and has complied with the statement of independence in the professional ethics of accountants, and has not found other relationships that may be considered to affect the independence of accountants and other matters.
The certified public accountant communicates with the audit committee on key audit matters, and the key audit matters that must be communicated in the audit report have been included in the audit report.

The Company’s 2024 financial statements, business reports, and earnings distribution, approved by the audit committee and approved by the Board of Directors are in compliance with relevant laws and regulations. A report is prepared in accordance with Article 219 of the Company Act.

Please verify Sincerely

DE LICACY INDUSTRIAL CO., LTD. 2025 shareholders’ meeting

Independent director: Huang Junren

Mar 10, 2025

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

The audit committee agreed and passed the resolutions of the Board of Directors of the Company’s 2024 business report, financial statements, and earnings distribution, including financial statements (balance sheet, consolidated income statement, statement of changes in equity, cash flow statement) and consolidated financial statements. The report was issued by the Board of Directors of Deloitte Touche Tohmatsu Limited’s accountants Liao Hung-Ju and Wang Teng Wei to audit the completion of the visa, an audit report of unmodified opinion was issued.

The Audit Committee is responsible for supervising the Company's financial reporting process.

The certified accountant visas the Company's 2024 financial statements and communicates with the audit committee on the following matters:

There are no major findings in the inspection scope and time planned by the certified public accountant.
The certified public accountant provided the audit committee with the personnel of the accounting firm's affiliated firm subject to independence regulations, and has complied with the statement of independence in the professional ethics of accountants, and has not found other relationships that may be considered to affect the independence of accountants and other matters.
The certified public accountant communicates with the audit committee on key audit matters, and the key audit matters that must be communicated in the audit report have been included in the audit report.

The Company’s 2024 financial statements, business reports, and earnings distribution approved by the audit committee and approved by the Board of Directors are in compliance with relevant laws and regulations. A report is prepared in accordance with Article 219 of the Company Act.

Please verify Sincerely

DE LICACY INDUSTRIAL CO., LTD. 2025 shareholders’ meeting

Independent director: Su Baicheng

Mar 10, 2025

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

The audit committee agreed and passed the resolutions of the Board of Directors of the Company’s 2024 business report, financial statements, and earnings distribution, including financial statements (balance sheet, consolidated income statement, statement of changes in equity, cash flow statement) and consolidated financial statements. The report was issued by the Board of Directors of Deloitte Touche Tohmatsu Limited’s accountants Liao Hung-Ju and Wang Teng Wei to audit the completion of the visa, an audit report of unmodified opinion was issued.

The Audit Committee is responsible for supervising the Company's financial reporting process.

The certified accountant visas the Company's 2024 financial statements and communicates with the audit committee on the following matters:

There are no major findings in the inspection scope and time planned by the certified public accountant.
The certified public accountant provided the audit committee with the personnel of the accounting firm's affiliated firm subject to independence regulations, and has complied with the statement of independence in the professional ethics of accountants, and has not found other relationships that may be considered to affect the independence of accountants and other matters.
The certified public accountant communicates with the audit committee on key audit matters, and the key audit matters that must be communicated in the audit report have been included in the audit report.

Please verify Sincerely

DE LICACY INDUSTRIAL CO., LTD. 2025 shareholders’ meeting

Independent director: Huang Shih-ying

Mar 10, 2025

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

The audit committee agreed and passed the resolutions of the Board of Directors of the Company’s 2024 business report, financial statements, and earnings distribution, including financial statements (balance sheet, consolidated income statement, statement of changes in equity, cash flow statement) and consolidated financial statements. The report was issued by the Board of Directors of Deloitte Touche Tohmatsu Limited’s accountants Liao Hung-Ju and Wang Teng Wei to audit the completion of the visa, an audit report of unmodified opinion was issued.

The Audit Committee is responsible for supervising the Company's financial reporting process.

The certified accountant visas the Company's 2024 financial statements and communicates with the audit committee on the following matters:

There are no major findings in the inspection scope and time planned by the certified public accountant.
The certified public accountant provided the audit committee with the personnel of the accounting firm's affiliated firm subject to independence regulations, and has complied with the statement of independence in the professional ethics of accountants, and has not found other relationships that may be considered to affect the independence of accountants and other matters.
The certified public accountant communicates with the audit committee on key audit matters, and the key audit matters that must be communicated in the audit report have been included in the audit report.

Please verify Sincerely

DE LICACY INDUSTRIAL CO., LTD. 2025 shareholders’ meeting

Independent director: Tsai Li-ju

Mar 10, 2025

Case 4:

Cause of action: Report of investment in China, for your honor's approval.

Explanation: 1.Approved by the 19th meeting of the 14th session of the Board of Directors on January 16, 2014, participating in the investment and establishment of overseas companies and indirect investment in China, the relevant details of this investment case authorized the chairman to be within the limit of RMB$220 million to take full responsibility. The description of this investment case is as follows:

  - (1) Investment method:

Vantage Gain Holdings Limited (Poly Group Corporation Ltd.) was acquired by De Licacy (Samoa) Holdings Co., a 100%owned subsidiary of the Company, holding 73.33% of the shares. Vantage Gain Holdings Limited reinvested in PERFECT STEP
INVESTMENTS LIMITED, holding 20% of the shares. PERFECT STEP INVESTMENTS LIMITED indirectly invested in De Licacy (Shanghai) Industrial Co., Ltd. through Shinyong International Co., Ltd., NEW HAO ENTERPRISE CO., LTD. and other legal entities,holding 100% of the shares.
- (2) investment amount:
Investment funds remitted to PERFECT STEP INVESTMENTS
LIMITED
USD 1,650,000 (NTD 49,597,350) invested on June 20, 2014 USD 1,629,850 (NTD 48,732,515) invested on September 9, 2014 USD 3,572,400 (NTD 113,548,734) invested on December 24, 2014 USD 360,000 (NTD 11,435,400) invested on October 20, 2016 USD 356,575 (NTD 10,777,479) invested on August 7, 2017 USD 350,212 (NTD 10,712,985) invested on September 27, 2018 USD 440,000 (NTD 13,649,240) invested on September 23, 2019 USD 285,800 (NTD 8,609,725) invested on December 30, 2019 USD 217,200 (NTD 6,375,037) invested on September 9, 2020 USD 1,199,660 (NTD 34,082,341) invested on January 27, 2021 USD 547,400 (NTD 15,204,035) invested on September 9, 2021
USD 296,800(NTD 8,843,156) invested on June 17, 2022 USD 2,321,600 (NTD 69,555,136) invested on July 25, 2022
(3) This case was approved in principle by the No. 10400285270 Letter of Shen Er Zi No. 10400285270 on March 30, 2016 by the Investment Review Committee of the Ministry of Economic Affairs.

(4) Capital reduction and return of capital:

 - ①On August 8, 2024, PERFECT STEP INVESTMENTS LIMITED received the first capital reduction amount of USD 31,200,000. After repaying the principal and interest of shareholder loans accumulated over the years, bank loan principal and interest, and related expenses, the remaining amount of USD 26,234,908.17 was distributed according to the investment proportion of each

shareholder. Vantage Gain Holdings Limited received 20% of the capital reduction amount, USD 5,246,981.63, on August 9, 2024. On August 9, 2024, Vantage Gain Holdings Limited received a 20% capital reduction payment of USD 5,246,981.63. On August 12, 2024, a capital reduction of USD 5,210,000 was processed. Based on the investment ratio (73.33%), the capital reduction payment of USD 3,820,493 was returned to De Licacy (Samoa) Holdings Limited.

②On September 10, 2024, PERFECT STEP INVESTMENTS LIMITED received the second capital reduction amount of USD 20,200,000. After repaying the principal and interest of shareholder loans accumulated over the years, bank loan principal and interest, and related expenses, the remaining amount of USD 19,852,370.69 was distributed according to the investment proportion of each shareholder. Vantage Gain Holdings Limited received 20% of the capital reduction
amount, USD 3,970,474.14, on September 10, 2024.
On September 10, 2024, Vantage Gain Holdings Limited received 20% of the capital reduction amount, USD 3,970,474.14, and on the same day, processed a capital reduction of USD 3,672,000. The capital reduction amount was then returned to De Licacy (Samoa) Holdings Co., Ltd. according to the investment proportion (73.33%), amounting to USD 2,692,678.
(5) In 2024, De Licacy (Shanghai) Textile Co., Ltd. conducted two capital reductions, resulting in a capital of USD 3.85 million. The main remaining assets are the 20% compensation for land expropriation amounting to RMB 142,652,762 and 17.14 ares of land. Given that this investment project has lasted for over ten years and the overall economic and real estate market conditions in mainland China remain poor, the company's 18th Board of Directors passed a resolution on November 6, 2024, to sell all of its 20% equity in PS Company (PERFECT STEP INVESTMENTS) to Wisdom Sun Enterprises Limited (the major shareholder holding 60% of PS Company) for USD 5,125,364.22, thus ending this investment project.
2.On March 15, 2021, the Sixth Session of the Seventeenth Board of Directors tentatively agreed that De Licacy (Samoa) Holdings Co., LTD., a subsidiary of the Company's capital increase, would reinvest in BEST ALLIANCE INTERNATIONAL LIMITED, and then invest in Jiangsu Province, China, and set up APEX (NANTONG) TEXTILE CO., LTD. This investment case is a new investment case due to Hangzhou DE LICACY INDUSTRIAL CO., LTD. and Zhejiang LUCKY UNIQUE ENT. CO., LTD.’s proposed demolition, relocation or name change. The relevant details of this investment case authorize the chairman to full processing within the USD 60 million quota.

The description of this investment case is as follows:

(1) Approved for Recordation as per August 27, 2021, MOEA Shen-

Er-Zi Letter No. 11000129360 of the Investment Commission, Ministry of Economic Affairs.

Investment Method:

The subsidiary by increased capital of 100% shareholding of the Company, De Licacy (Samoa) Holdings Co., LTD., reinvested in BEST ALLIANCEINTERNATIONAL LIMITED, and then APEX (NANTONG) TEXTILE CO., LTD.

Investment amount:

USD 5,000,000 (NTD 138,875,000) invested on December 3, 2021

USD 10,000,000 (NTD299,880,000) invested on July 19, 2022

(2) Approved for Recordation as per November 3, 2022, MOEA ShenEr-Zi Letter No. 11100151020 of the Investment Commission,
Ministry of Economic Affairs.

Investment Method:

The subsidiary by increased capital of 100% shareholding of the Company, De Licacy (Samoa) Holdings Co., LTD., reinvested in BEST ALLIANCEINTERNATIONAL LIMITED, and then reinvested in APEX (NANTONG) TEXTILE CO., LTD.

Investment amount:

USD10,000,000 (NTD306,900,000) invested on December 12, 2022

(3) Approved for Recordation as per February 13, 2023, MOEA ShenEr-Zi Letter No. 11200007510 of the Investment Commission,
Ministry of Economic Affairs. Investment Method:

The relocation compensation amount of US$20,000,000 from Hangzhou

De Licacy Textile Co., Ltd. was indirectly invested. Apex (Nantong) Textile Co., Ltd.

Investment amount:

USD 5,000,000 (NTD153,175,000) invested on May 16 ， 2023

USD 5,000,000 (NTD153,925,000) invested on June 08 ， 2023

USD 5,000,000 (NTD159,625,000) invested on September 26 ， 2023

Case 5:

Cause of action: Report of the Company’s endorsements and guarantees, for your honor's approval.

Explanation: 1. As of Mar 31, 2025, the Company's overview of the endorsement guarantee:
(1) Objects of endorsement guarantee ： DE SHEN(CAYMAN)
HOLDINGS CO., LTD ., Hong Kong EDEN ROAD INTERNATIONAL LTD., DE-FA INTERNATIONAL INDUSTRIAL CO., LTD., Vietnam DE LICACY INDUSTRIAL CO., LTD .,APEX (NANTONG) TEXTILE CO.,LTD and BEST ALLIANCE INTERNATIONAL LIMITED.. are 100%Owned subsidiaries.
(2) The total amount of endorsement guarantee : NTD4,395,479
(3) Purpose of endorsement guarantee: to provide endorsement guarantee for subsidiary loans.
(4) Based on the net value of the financial statements on December 31, 2024, the total limit of the Company's external endorsement guarantee and the limit of the single company's endorsement guarantee is NT$8,279,370 thousand and NT$2,759,790 thousand, respectively. The Company's endorsement guarantees are handled in accordance with the "Endorsement Guarantee Operation Procedures", and there is no case that exceeds the prescribed limit.

	prescribed limit.
Item	The name of the Company endorsed	Endorsement guarantee amount (New Taiwan Dollar in Thousand)
1	De Shen (Cayman) Holding Co., Ltd.	199,230
2	DE-FA INTERNATIONAL INDUSTRIAL CO., LTD.	50,000
3	Vietnam DE LICACY INDUSTRIAL CO., LTD.	2,053,749
4	Hong Kong EDEN ROAD INTERNATIONAL LTD.	66,410
5	APEX (NANTIONG) TEXTILE CO.,LTD	1,857,065
6	BEST ALLIANCE INTERNATIONAL LIMITED	166,025
	Total	4,392,479

子公司截至民國 114 年 03 月 31 日止，背書保證概況：
(1) LUCKY UNIQUE ENTERPRISE CO., LTD.
- ①Objects of endorsement guarantee ： DE KAO TRADING CO., LTD is a subsidiary holding 60% of the shares. WELL & DAVID CORP. is a subsidiary holding 55.60% of the shares. Li Qiang Corp. Also, Luck Unique Enterpise (Vietnam) Co.,Ltd is a subsidiary holding 100% of the shares.

②The total amount of endorsement guarantee ： NTD477,628 thousand. 。
③Purpose of endorsement guarantee: to provide endorsement guarantee for subsidiary loans.
④Based on the net value of the financial statements on December 31, 2024, the total limit of the Company's external endorsement guarantee and the limitof the single company's endorsement guarantee is NT$636,031thousand and NT$318,015 thousand, respectively. The Company's endorsement guarantees are handled in accordance with the "Endorsement Guarantee Operation Procedures", and there is no case that exceeds the prescribed limit.

Item	The name of the Company endorsed	Endorsement guarantee amount (New Taiwan Dollar in Thousand)
1	DE KAO TRADING CO., LTD	10,000
2	WELL & DAVID CORP.	285,000
3	Li Qiang Corp	49,808
4	Luck Unique Enterpise (Vietnam) Co.,Ltd	132,820
	Total	477,628

`(2)` WELL & DAVID CORP.

①Objects of endorsement guarantee ：Li Qiang Corp. is a subsidiary holding 100% of the shares.
②The total amount of endorsement guarantee ： NTD350,280 thousand.
③Purpose of endorsement guarantee: to provide endorsement guarantee for subsidiary loans.
④Based on the net value of the financial statements on December
31, 2024, the total limit of the Company's external endorsement guarantee and the limitof the single company's endorsement guarantee is NT$515,534thousand and NT$515,534 thousand, respectively. The Company's endorsement guarantees are handled in accordance with the "Endorsement Guarantee Operation Procedures", and there is no case that exceeds the prescribed limit.

Item	The name of the Company endorsed	Endorsement guarantee amount (New Taiwan Dollar in Thousand)
1	Li Qiang Corp	350,280
	Total	350,280

(3) TUNG MING TEXTILE CO., LTD.

①Objects of endorsement guarantee ： LUCKY UNIQUE ENTERPRISE CO., LTD. the ultimate parent company.
②The total amount of endorsement guarantee ： NTD50,000 thousand.
③Purpose of endorsement guarantee: Provide endorsement and guarantee for the parent company's loan.
④Based on the net value of the financial statements on December
31, 2024, the total limit of the Company's external endorsement guarantee and the limitof the single company's endorsement guarantee is NT$243,193thousand and NT$121,596 thousand, respectively. The Company's endorsement guarantees are handled in accordance with the "Endorsement Guarantee Operation Procedures", and there is no case that exceeds the prescribed limit.

Item	The name of the Company endorsed	Endorsement guarantee amount (New Taiwan Dollar in Thousand)
1	LUCKY UNIQUE ENTERPRISE CO., LTD.	50,000
	Total	50,000

3.The Company is the operating headquarters of the group. In recent years, with the rise of sports trends, the momentum for related customers to place orders has increased. With the development of business and the continuous expansion of revenue scale, the capital required for operations has increased relatively. The Company’s share capital is only NTD$ 4.07 billion. With limited self-owned funds, it is necessary to borrow from the bank to meet the funding needs of daily operations and purchase of materials. However, if all subsidiaries of the group need to raise funds from financial institutions for working capital, the Company shall be responsible for joint guarantees, so that they can apply for short-term financing lines from banks. In anticipation that the funds required for future operations will continue to rise, the Company will continue to provide Bank financing and borrowing methods to meet the required funds.

Acknowledgement

Case 1: Submitted by Board of Directors

Cause of action: According to the Company’s 2024 business report and individual financial statements and consolidated financial statements, please acknowledge it.
Explanation:1.The Company’s 2024 financial statements were approved by the Board of Directors and completed after the accountant’s review. Together with the business report and statements of deficit compensated, they were sent to the audit committee for review and a review report was submitted.
2.For the 2024business report, please refer to pages 2 to 5 of this meeting handbook, and for the accountant's audit report and financial statements, please refer to pages 17 to 38 of this meeting handbook.

Resolution:

Independent Auditor’s Report

Dear the Board of Directors and Shareholders of De Licacy Industrial Co., Ltd.

Opinion

We have audited the accompanying financial statements of De Licacy Industrial Co., Ltd. (the “Company”), which comprise the parent company balance sheets as of December 31, 2024 and 2023, and the parent company of comprehensive income, parent company of changes in equity and parent company of cash flows for the years then ended, and the notes to the parent company only financial statements Individual statements , including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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 of Opinion

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

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The descriptions of the key audit matter of the 2024 parent company only financial statements of the Company are as follows:

Authenticity of revenue recognition

Whether the Company’s operating revenue from specific customers occur that has a significant impact on the financial statement of the year ended December 31, 2024. It is considering that the revenue recognition inherently carries a higher risk of fraud and the management may be under pressure to achieve expected financial

goals. The authenticity of revenue recognition from specific customers is listed as a key audit item. Please refer to the Parent company only financial statements Note 4(11) for the explanation of revenue recognition policy.

The accountants had performed major auditing procedures to the sales revenue from specific customers, which are as follows:

Understand and test the effectiveness of the design and implementation of the internal sales cycle control system.
Select samples from the sales details of the above-mentioned specific customers, verify their purchase orders, pro forma invoices, export declarations and other relevant documents to confirm whether the control rights of the goods had been truly transferred and the obligations had been performed, and check whether the sales objects and the payers were consistent to confirm the authenticity of the sales revenue.

Management’s and Governance’s Responsibility for the Individual Financial Statments

Management’s responsibility is to prepare parent company only financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of parent company only financial statements as is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management’s responsibility also includes assessing the ability of the Company to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate the Company or cease operations, or there is no practical alternative to liquidation or discontinuation of operations.

The governance unit (Audit Committee) of the Company has the responsibility for overseeing the financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards 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 performed in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We are 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 auditors’ 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.
We have obtained sufficient and appropriate auditing evidence of the financial information of the constituted entities of the Company to express our opinions on the parent company only financial statements. We are responsible for the guidance, supervision and execution of the Company's audits and we are responsible for providing auditing opinions with the Company.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2024 financial statements 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.

Deloitte Touche Tohmatsu, Inc. CPA: Liao, Hong-Ru CPA: Wang, Teng-Wei

Financial Supervisory Commission Financial Supervisory Commission Authorized No. :Jin-Guan-Certificate Authorized No. :Jin-Guan-Certificate No. 0990031652 No. 1100356048

Date: March 14, 2025

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the ROC and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the ROC

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the ROC. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

De Licacy Industrial Co., Ltd. Parent Company Only Balance Sheets

The Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code 1100 1110 1121 1136 1150 1160 1170 1180 1200 1210 1220 130X 1410 1470 11XX 1535 1550 1600 1755 1840 1920 1915 1975 15XX 1XXX C o d e 2100 2110 2120 2150 2160 2170 2180 2200 2220 2230 2280 2313 2322 2365 2399 21XX 2541 2570 2580 2630 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX	Assets Current assets Cash (Note 4 and 6) Financial assets at fair value through profit or loss-current (Note 4 and 7) Financial assets at fair value through other comprehensive income-current (Note 4 and 8) Financial assets at amortized cost-current (Note 4, 9 and 32) Notes receivable (Note 4, 10 and 24) Notes receivable-related parties (Note 4, 10, 24 and 31) Net accounts receivable (Note 4, 10 and 24) Accounts receivable-related parties (Note 4, 10, 24 and 31) Other receivables (Note 4) Other receivables-related parties (Note 4 and 31) Current income tax assets (Note 4 and 26) Inventory (Note 4 and 11) Prepayments (Note 15) Other current assets (Note 16) Total current assets Non-current assets Financial assets at amortized cost-non-current (Note 4, 9 and 32) Investments accounted for using equity method (Note 4 and 12) Property, plant and equipment (Note 4, 13, 31 and 32) Right-of-use assets (Note 4, 14, and 31) Deferred tax assets (Note 4 and 26) Refundable deposits (Note 4) Prepayment for equipment Net confirmed welfare assets (Note 4 and 22) Total non-current assets Total assets Liabilities and Equity Current liabilities Short-term loans (Note 17 and 32) Short-term notes payable (Note 17 and 32) Financial liabilities measured at fair value through profit or loss-current (Note 4 and 7) Notes payable (Note 18) Notes payable-related parties (Note 31) Accounts payable (Note 18) Accounts payable-related parties (Note 31) Other payables (Note 19) Other payables-related parties (Note 31) Current tax liabilities (Note 4 and 26) Lease liabilities-current (Note 4, 14, and 31) Deferred income-current (Note 4 and 20) Long-term loans due within one year (Note 17 and 32) Refund liabilities-current (Note 21) Other current liabilities Total current liabilities Non-current liabilities Long-term bank loans (Note 17 and 32) Deferred tax liabilities (Note 4 and 26) Lease liabilities-non-current (Note 4, 14, and 31) Deferred income-non-current (Note 4 and 20) Deposits received Total non-current liabilities Total liabilities Equity (Note 23) Common stocks Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity Total labilities and equity		December 31, 2024	December 31, 2024	％ 2 - - - - - 4 3 - 2 - 10 - - 21 2 69 6 - 1 - - 1 79 100 15 8 - 1 - 1 1 3 5 1 - - 5 - - 40 14 1 - - - 15 55 33 5 2 3 4 9 2) 45 100		December 31, 2023	December 31, 2023
			Amount $ 180,403 13,974 - 38,144 12,258 4,370 465,819 349,604 5,647 190,622 - 1,229,931 52,383 36,305 2,579,460 217,127 8,409,066 699,102 9,064 146,121 10,425 17,201 48,439 9,556,545 $ 12,136,005 $ 1,861,600 959,501 - 69,435 58,909 85,070 150,340 308,727 642,729 69,244 4,424 2,883 585,862 3,589 45,761 4,848,074 1,663,237 85,797 4,715 8,905 5,697 1,768,351 6,616,425 4,076,396 581,654 183,693 412,522 508,106 1,104,321 242,791) 5,519,580 $ 12,136,005				Amount $ 321,115 13,826 302 801,074 15,199 29,985 330,652 123,791 1,518 7,499 3,112 1,431,596 44,016 24,244 3,147,929 14,079 7,738,757 765,912 12,627 155,325 10,186 2,304 32,706 8,731,896 $ 11,879,825 $ 2,158,228 559,423 8,919 106,709 53,591 55,580 97,853 166,856 685,010 - 10,340 6,312 622,838 4,678 42,468 4,578,805 2,246,420 26,715 2,438 10,228 10,208 2,296,009 6,874,814 4,076,396 581,654 176,258 327,892 255,333 759,483 412,522) 5,005,011 $ 11,879,825		％
		(		(		(		(	3 - - 7 - - 3 1 - - - 12 - - 26 - 65 7 - 2 - - - 74 100 18 5 - 1 1 1 1 1 6 - - - 5 - - 39 19 - - - - 19 58 34 5 1 3 2 6 3) 42 100

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Yeh, Chia-Ming

Manager: Yu, Yi-Nung

Accounting Manager: Huang, Hsiu-Feng

De Licacy Industrial Co., Ltd.

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars) (Except Earnings Per Share)

Code Operating revenue (Note 4, 24 and 31) 4100 Net sales revenue 4800 Other operating revenue 4000 Total operating revenue Operating costs (Note 11, 22, 25 and 31) 5110 Cost of goods sold 5900 Gross profit 5910 Unrealized losses of subsidiaries and associates (Note 4) 5920 Realized losses of subsidiaries and associates (Note 4) 5950 Gross realized operating revenue Operating expenses (Note 10, 22, 25 and 31) 6100 Marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6500 Net other income and expenses (Note 25 and 31) 6900 Net operating loss Non-operating revenue and expenses (Note 4, 7, 25 and 31) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit or loss of subsidiaries and associates accounted for using equity method 7000 Total non-operating revenue and expenses 7900 Net profit before tax		2024		％ 99 1 100 89 11 - - 11 5 5 3 - 13 - 2) 1 1 1 3 ) 16 16 14		2023
		Amount $ 3,903,412 50,494 3,953,906 3,524,262 429,644 6,376 6,361) 429,659 187,887 213,396 104,887 6,979 513,149 14,256) 97,746) 22,503 46,952 43,916 109,097 ) 642,104 646,378 548,632				Amount $ 3,596,763 33,445 3,630,208 3,287,434 342,774 6,361 6,361) 342,774 171,091 110,798 102,387 22,709 406,985 5,365) 69,576) 82,005 114,905 21,129 132,020 ) 92,745 178,764 109,188		％
	( ( ( (		( (		( ( ( (		( (	99 1 100 91 9 - - 9 5 3 3 - 11 - 2) 2 3 1 4 ) 3 5 3

(Continued)

(continued from the previous page)

(continued from the previous page)
Code 7950 Income tax expenses (Note 4 and 26) 8200 Net profit for the year Other comprehensive income, net 8310 Items not reclassified to profit or loss: 8311 Determine the remeasurement of the benefit plan (Note 22) 8316 Unrealized appraisal gains and losses of equity instrument investments measured at fair value through other comprehensive income (Note 23) 8331 Remeasurements of defined benefit plans of associates accounted for using equity method 8336 Unrealized gains or losses of subsidiaries and associates measured at fair value through other comprehensive income accounted for using equity method (Note 23) 8349 Income tax related to items not reclassified (Note 26) Items that may be reclassified to profit or loss in the future: 8361 Exchange differences on conversion of financial statements of foreign operations (Note 23) 8380 Share of other comprehensive income of subsidiaries and associates accounted for using equity method (Note 23) 8399 Income tax related to items that may be reclassified (Note 23 and 26) 8360 8300 Total other comprehensive income for the year (net after tax) 8500 Total comprehensive income for the year Earnings per share (Note 27) 9710 Basic 9810 Diluted		2024		％ 3 11 1 - - - - 1 5 - 1) 4 5 16		2023
		Amount $ 126,629 422,003 15,572 1 593 12,842 3,114) 25,894 198,130 10,078 39,626) 168,582 194,476 $ 616,479 $ 1.04 $ 1.03				Amount $ 56,560 52,628 755 4,809 309 35,816 151) 41,538 142,325 ) 9,416 28,465 104,444) 62,906) $ 10,278) $ 0.13 $ 0.13		％
	( (		(		( ( ( ( (		( ( (	1 2 - - - 1 - 1 4 ) - 1 3) 2) -

The accompanying notes are an integral part of the parent company only financial statements.

Manager: Wei-Li Yeh Accounting Manager: Huang, Hsiu-Feng

Chairman: Yeh, Chia-Ming

De Licacy Industrial Co., Ltd.

Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars) (Except Dividends Per Share)

Code A1 Balance at 1 January 2023 Appropriations of 2022 earnings (Note 23) B1 Legal reserve B3 Special reserve B9 Stock dividends to shareholders of the Company – $0.6 per share B5 Cash dividends to shareholders of the Company – $0.4 per share C7 Changes in equity of investment in associates for using equity method D1 Net income for the year ended December 31, 2023 D3 Other comprehensive profit (loss) after tax for the year ended December 31, 2023 D5 Total comprehensive profit (loss) after tax for the year ended December 31, 2023 Q1 Disposal of equity instruments measured at fair value through other comprehensive income (Note 23) Z1 Balance at December 31, 2023 Appropriations of 2023 earnings (Note 23) B1 Legal reserve B3 Special reserve B5 Cash dividends to shareholders of the Company – $0.25 per share D1 Net income for the year ended December 31, 2024 D3 Other comprehensive profit (loss) after tax for the year ended December 31, 2024 D5 Total comprehensive profit (loss) after tax for the year ended December 31, 2024 Q1 Disposal of equity instruments measured at fair value through other comprehensive income (Note 23) Z1 Balance at December 31, 2024		Commonstocks $ 3,845,657 - - 230,739 - - - - - - 4,076,396 - - - - - - - $ 4,076,396		Capitalsurplus $ 581,654 - - - - - - - - - 581,654 - - - - - - - $ 581,654			Retained earnings	Retained earnings	Unappropriated retained earnings $ 373,488 ( 37,349) 229,406 ( 230,739) ( 153,826) 1 52,628 913 53,541 20,811 255,333 ( 7,435) ( 84,630) ( 101,910) 422,003 13,051 435,054 11,694 $ 508,106		Other equity		Total $ 327,892) - - - - - - 63,819) 63,819) 20,811) 412,522) - - - - 181,425 181,425 11,694) $ 242,791)		Grand total
						Legal reserve $ 138,909 37,349 - - - - - - - - 176,258 7,435 - - - - - - $ 183,693		Special reserve $ 557,298 - 229,406) - - - - - - - 327,892 - 84,630 - - - - - $ 412,522		Exchange differences on conversion of financial statements of foreignoperations ($ 294,661) - - - - - - ( 104,444) ( 104,444) - ( 399,105) - - - - 168,582 168,582 - ($ 230,523)	Unrealized gains or losses on financial assets at fair value through other comprehensiveincome ($ 33,231) - - - - - - 40,625 40,625 ( 20,811) ( 13,417) - - - - 12,843 12,843 ( 11,694) ($ 12,268)
							(		( ( ( ( ( (	( ( ( ( (	( ( ( ( (	( ( ( ( ( ( (		( ( ( (	$ 5,169,114 - - - 153,826) 1 52,628 62,906) 10,278) - 5,005,011 - - 101,910) 422,003 194,476 616,479 - $ 5,519,580

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Yeh, Chia-Ming

Manager: Yu, Yi-Nung Accounting Manager: Huang, Hsiu-Feng

De Licacy Industrial Co., Ltd.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income before tax Adjustments for: A20010 Revenues/Expenses A20100 Depreciation A20300 Expected credit loss A20400 Net loss (gain) on financial assets and liabilities at fair value through profit or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of profit or loss of subsidiaries and associates accounted for using equity method A22500 Loss (gain) on disposal of property, plant and equipment A23700 Inventory valuation and obsolescence losses A23900 Unrealized losses of subsidiaries and associates A24000 Realized losses of subsidiaries and associates A24100 Unrealized foreign exchange losses A24500 Gains from lease amendment A29900 Provision (reversal) of allowance for refund liability A30000 Changes in operating assets and liabilities A31130 Notes receivable A31140 Notes receivable-related parties A31150 Accounts receivable A31160 Accounts receivable-related parties A31180 Other receivables A31190 Other receivables-related parties A31200 Inventory A31230 Prepayments A31240 Other current assets A32130 Notes payable A32140 Notes payable-related parties A32150 Accounts payable A32160 Accounts payable-related parties A32180 Other payables A32190 Other payables-related parties A32210 Deferred income-current and non- current A32230 Other current liabilities A32240 Net defined benefit assets-non-current A33000 Cash generated from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities		2024 $ 548,632 99,827 6,979 9,039 ) 109,097 22,503 ) - 642,104 ) 14,256 60,138 6,376 ) 6,361 18,904 - 1,089 ) 2,941 25,615 142,146 ) 225,813 ) 21 ) 515 141,527 8,367 ) 12,061 ) 36,786 ) 5,318 29,490 52,487 129,431 14 ) 4,752 ) 3,293 161) 143,579 20,692 110,863 106,591 ) 28,727) 139,816		2023
	( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 109,188 156,491 22,709 14,415 132,020 82,005 ) 60 ) 92,745 ) 5,365 - 6,361 ) 6,361 85,922 4,187 ) 338 7,703 17,197 109,772 71,053 ) 2,233 12,911 313,685 14,264 ) 21,096 24,127 ) 24,011 ) 42,256 ) 206,391 ) 68,886 ) 10,086 ) 10,707 17,534 ) 3,763) 360,384 82,005 46,075 132,710 ) 11,650) 344,104

(Continued)

(continued from the previous page)

C o d e Cash flow from investing activities B00040 Acquisition of financial assets at amortized cost B00060 Financial assets at amortized cost repayment of principal upon maturity B00100 Acquisition of financial assets at fair value through profit or loss B00200 Disposal of financial assets at fair value through profit or loss B00020 Sales of financial assets at fair value through other comprehensive income B02400 Refund of paid-up capital from capital reduction of subsidiaries B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04300 Increase in other receivables-related parties B04400 Decrease in other receivables-related parties B07100 Increase in prepayment for equipment BBBB Net cash generated from investing activities Cash flows from financing C00100 Increase in short-term loans C00200 Decrease in short-term loans C00500 Increase in short-term notes payable C00600 Decrease in short-term notes payable C01600 Payments of finance lease liabilities C01700 Repayment of long-term debt C03000 Increase in deposits received C03100 Decrease in deposits received C03700 Increase in other payables-related parties C03800 Decrease in other payables-related parties C04020 Repayment of the principal portion of lease liabilities C04500 Cash dividends CCCC Net cash generated from (used in) financing activities EEEE NET INCREASE (DECREASE) IN CASH E00100 CASH AT THE BEGINNING OF THE YEAR E00200 CASH AT THE END OF THE YEAR		2024 $ 587,133 ) 1,150,438 19,647 ) 19,619 1,082 - 60,117 ) 31,345 740 ) 501 200,000 ) 100,000 17,101) 418,247 12,129,300 12,425,928 ) 14,826,406 14,426,328 ) - 623,036 ) 17,538 22,049 ) 1,459,002 1,520,693 ) 11,077 ) 101,910) 698,775) 140,712 ) 321,115 $ 180,403		2023
	( ( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 4,865,378 ) 6,643,003 11,071 ) 26,119 25,686 82,590 31,598 ) 10,434 57 ) 1,733 80,000 ) 80,000 2,205) 1,879,256 14,071,331 14,810,425 ) 16,476,442 16,626,640 ) 3,375,000 4,801,552 ) 22,638 19,631 ) 800,135 354,435 ) 47,318 ) 153,826) 2,068,281) 155,079 166,036 $ 321,115

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Yeh, Chia-Ming Manager: Wei-Li Yeh Accounting Manager: Huang, Hsiu-Feng

Independent Auditors’ Report

Dear the Board of Directors and Shareholders of De Licacy Industrial Co., Ltd.

Opinion

We have audited the accompanying financial statements of De Licacy Industrial Co., Ltd and its subsidiaries (the “De Licacy Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the De Licacy Group as of December 31, 2024 and 2023, 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 International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS (“IFRIC”), and Interpretations of IAS (“SIC”) endorsed by the Financial Supervisory Commission (“FSC”) of Taiwan, the Republic of China (“ROC”).

Basis of Opinion

We conducted our audits entrusted by the Group in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. 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 De Licacy Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

The descriptions of the key audit matter of the 2024 consolidated financial statements of the De Licacy Group are as follows:

Authenticity of revenue recognition

Whether the De Licacy Group’s operating revenue from specific customers occur that has a significant impact on the financial statement of the year ended December 31, 2024. It is considering that the revenue recognition inherently carries a higher risk of fraud and the management may be under pressure to achieve expected financial goals. The authenticity of revenue recognition from specific customers is listed as a key audit item. Please refer to the Consolidated Financial Report Note 4(14) for the explanation of revenue recognition policy.

The accountants had performed major auditing procedures to the sales revenue from specific customers, which are as follows:

Understand and test the effectiveness of the design and implementation of the internal sales cycle control system.
Select samples from the sales details of the above-mentioned specific customers, verify their purchase orders, pro forma invoices, export declarations and other relevant documents to confirm whether the control rights of the goods had been truly transferred and the obligations had been performed, and check whether the sales objects and the payers were consistent to confirm the authenticity of the sales revenue.

Other Matters

De Licacy Industrial Co., Ltd. has prepared its individual financial statements for the years ended December 31, 2024 and 2023, and we have issued unqualified audit reports.

Management’s and Governance’s Responsibility for the Consolidated Financial Statements

Management's responsibility is to prepare consolidated financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of consolidated financial statements as 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's responsibility also includes assessing the ability of the Group to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate the Group or cease operations, or there is no practical alternative to liquidation or discontinuation of operations.

The governance unit (Audit Committee) of the Group has the responsibility for overseeing the financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with auditing standards 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 performed in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We are also:

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 Corporation’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 Corporation’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 auditors’ report. However, future events or conditions may cause the Corporation 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 financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We have obtained sufficient and appropriate auditing evidence of the financial information of the constituent entities of the Group to express our opinions on the consolidated financial statements. We are responsible for the guidance, supervision and execution of the Group's audits and we are responsible for providing auditing opinions with the Group.

Deloitte Touche Tohmatsu, Inc. CPA: Liao, Hong-Ru CPA: Wang, Teng-Wei

Financial Supervisory Commission Financial Supervisory Commission Authorized No. :Jin-Guan-Certificate Authorized No. :Jin-Guan-Certificate No. 0990031652 No. 1100356048

Date: March 14, 2025

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the ROC and not those of any other jurisdictions. The standards,procedures and practices to audit such financial statements are those generally applied in the ROC

De Licacy Industrial Co., Ltd. and Subsidiaries Consolidated Balance Sheets

The Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code 1100 1110 1120 1136 1150 1160 1170 1180 1200 1210 1220 130X 1410 1479 11XX 1535 1550 1600 1755 1760 1805 1821 1840 1920 1975 1990 15XX 1XXX Code 2100 2110 2120 2150 2160 2170 2180 2219 2220 2230 2280 2322 2365 2399 21XX 2541 2580 2570 2630 2645 25XX 2XXX 3100 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX	Assets Current assets Cash and cash equivalents (Note 4 and 6) Financial assets at fair value through profit or loss-current (Note 4 and 7) Financial assets at fair value through other comprehensive income-current (Note 4, 8 and 34) Financial assets at amortized cost-current (Note 4, 9 and 34) Notes receivable (Note 4, 10 and 26) Notes receivable-related parties (Note 4, 10, 26 and 33) Net accounts receivable (Note 4, 10 and 26) Accounts receivable-net number of related parties (Note 4, 10, 26 and 33) Other receivables (Note 4 and 10) Other receivables-related parties (Note 4, 10, and 33) Current income tax assets (Note 4 and 28) Inventory (Note 4 and 11) Prepayments (Note 17 and 33) Other current assets (Note 18) Total current assets Non-current assets Financial assets at amortized cost-non-current (Note 4, 9 and 34) Investments accounted for using equity method (Note 4 and 13) Property, plant and equipment (Note 4, 14, 33 and 34) Right-of-use assets (Note 4, 15, 34, and 35) Investment properties (Note 4, 16 and 34) Goodwill (Note 4) Other intangible assets (Note 4) Deferred tax assets (Note 4 and 28) Refundable deposits (Note 4) Net defined benefit assets-non-current (Note 4 and 24) Other non-current assets (Note 18 and 33) Total non-current assets Total assets Liabilities and Equity Current liabilities Short-term loans (Note 19 and 34) Short-term notes payable (Note 19 and 34) Financial liabilities measured at fair value through profit or loss-current (Note 4 and 7) Notes payable (Note 20) Notes payable-related parties (Note 33) Accounts payable (Note 20) Accounts payable-related parties (Note 33) Other payables (Note 21) Other payables-related parties (Note 33) Current tax liabilities (Note 4 and 28) Lease liabilities-current (Note 4, 15, and 33) Long-term loans due within one year (Note 19 and 34) Refund liabilities-current (Note 23) Other current liabilities (Note 22, 26, and 33) Total current liabilities Non-current liabilities Long-term bank loans (Note 19 and 34) Lease liabilities-non-current (Note 4, 15, and 33) Deferred tax liabilities (Note 4 and 28) Long-term deferred income (Note 4 and 22) Deposits received Total non-current liabilities Total liabilities Equity attributed to the owners of the company (Note 25) Stocks Common stocks Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Total equity of company owners Non-controlling interests (Note 25) Total equity Total liabilities and equity		December 31, 2024	December 31, 2024	％ 9 - 1 2 - - 11 1 1 1 - 23 2 6 57 1 4 34 2 1 - - 1 - - - 43 100 19 6 - - - 4 2 5 - 1 - 5 - 1 43 15 - - 5 - 20 63 25 4 1 3 3 7 2) 34 3 37 100		December 31, 2023	December 31, 2023
			Amount $ 1,488,436 18,360 208,997 342,211 17,743 9,106 1,716,504 254,634 138,012 107,217 7,189 3,696,981 279,571 973,355 9,258,316 217,127 568,236 5,457,945 370,137 64,033 12,996 3,227 172,436 18,855 46,923 36,750 6,968,665 $ 16,226,981 $ 3,048,099 969,482 - 70,442 68,675 597,627 261,894 818,366 10,665 115,708 7,079 845,939 3,589 162,029 6,979,594 2,411,079 5,669 95,180 762,678 5,966 3,280,572 10,260,166 4,076,396 581,654 183,693 412,522 508,106 1,104,321 242,791) 5,519,580 447,235 5,966,815 $ 16,226,981				Amount $ 989,952 17,538 188,663 1,044,198 54,882 34,832 1,324,667 35,731 59,852 37,248 3,342 3,250,473 186,649 673,340 7,901,367 14,079 925,271 5,558,799 378,861 55,445 12,996 13,737 178,937 27,776 24,964 5,660 7,196,525 $ 15,097,892 $ 2,815,784 589,406 8,919 108,849 59,834 318,286 131,972 492,823 75,099 38,543 15,427 622,838 6,575 131,882 5,416,237 3,713,802 5,920 35,721 356,023 10,436 4,121,902 9,538,139 4,076,396 581,654 176,258 327,892 255,333 759,483 412,522) 5,005,011 554,742 5,559,753 $ 15,097,892		％
		(		(		(		(	7 - 1 7 - - 9 - - - - 22 1 5 52 - 6 37 3 1 - - 1 - - - 48 100 19 4 - 1 - 2 1 3 1 - - 4 - 1 36 25 - - 2 - 27 63 27 4 1 2 2 5 3) 33 4 37 100

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

Chairman: Yeh, Chia-Ming Manager: Yu, Yi-Nung Accounting Manager: Huang, Hsiu-Feng

De Licacy Industrial Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars) (Except Earnings Per Share)

Code Operating revenue (Note 4, 26 and 33) 4100 Net sales revenue 4800 Other operating revenue 4000 Total operating revenue Operating costs (Note 11, 24, 27 and 33) 5110 Cost of goods sold 5900 Gross profit Operating expenses (Note 10, 24, 27 and 33) 6100 Marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6500 Net other gains and expenses (Note 27 and 33) 6900 Net operating revenue (net loss) Non-operating revenue and expenses (Note 4, 7, 13, 22, 27 and 33) 7100 Interest income 7190 Other income 7020 Other benefits and losses 7050 Finance costs 7060 Share of losses of associates using the equity method 7000 Total non-operating revenue and expenses 7900 Net profit before tax 7950 Income tax expenses (Note 4 and 28) 8200 Net profit for the year		2024		％ 99 1 100 81 19 6 8 2 - 16 2 5 - 1 2 2 ) - 1 6 2 4		2023
		Amount $ 11,856,797 137,225 11,994,022 9,727,851 2,266,171 791,469 934,813 220,441 11,746 1,958,469 284,438 592,140 32,500 115,326 200,783 213,776 ) 40,763) 94,070 686,210 170,560 515,650				Amount $ 9,742,159 87,875 9,830,034 8,280,635 1,549,399 549,580 840,689 201,169 41,723 1,633,161 30,669) 114,431) 122,425 488,450 39,091 ) 235,257 ) 31,605) 304,922 190,491 74,581 115,910		％
	( (		(		( ( ( ( (		( ( (	99 1 100 84 16 6 9 2 - 17 - 1) 1 5 1 ) 2 ) - 3 2 1 1

(Continued)

(continued from the previous page)

(continued from the previous page)
Code Other comprehensive income 8310 Items not reclassified to profit or loss 8311 Determine the remeasurement of the benefit plan (Note 24) 8316 Unrealized appraisal gains and losses of equity instrument investments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates using the equity method 8349 Income tax related to items not reclassified (Note 28) Items that may be reclassified to profit or loss in the future 8361 Exchange differences on conversion of financial statements of foreign operations 8370 Share of other comprehensive income of associates using the equity method (Note 25) 8399 Income tax related to items that may be reclassified (Note 25 and 28) 8360 8300 Other comprehensive income for the year (net after tax) 8500 Total comprehensive income for the year 8600 The net profit is attributed to: 8610 Owners of the company 8620 Non-controlling interests 8700 The total comprehensive income is attributed to: 8710 Owners of the company 8720 Non-controlling interests Earnings per share (Note 29) 9710 Basic 9810 Diluted		2024	％ - - - - - 2 - - 2 2 6 3 1 4 5 1 6		2023
		Amount $ 15,572 19,526 2,685 3,114) 34,669 208,773 17,273 39,626) 186,420 221,089 $ 736,739 $ 422,003 93,647 $ 515,650 $ 616,479 120,260 $ 736,739 $ 1.04 $ 1.03			Amount $ 955 67,982 1,142 151) 69,928 136,604 ) 2,364 ) 28,465 110,503) 40,575) $ 75,335 $ 52,628 63,282 $ 115,910 $ 10,278 ) 85,613 $ 75,335 $ 0.13 $ 0.13		％
	( (			( ( ( ( ( (		( (	- 1 - - 1 1 ) - - 1) - 1 - 1 1 - 1 1

The accompanying notes are an integral part of the consolidated financial statements. Chairman: Yeh, Chia-Ming Manager: Yu, Yi-Nung Accounting Manager: Huang, Hsiu-Feng

De Licacy Industrial Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars) (Except Dividends per Share)

		Equity attributed to the owners ofthe company					Non-controlling interests $ 547,803 - - - - - 63,282 22,331 85,613 ( 11,346) ( 67,328) - 554,742 - - - 93,647 26,613 120,260 ( 57,352) ( 170,415) - $ 447,235		Total equity
Common stock $ 3,845,657 - - 230,739 - - - - - - - - 4,076,396 - - - - - - - - - $ 4,076,396	Capital surplus $ 581,654 - - - - - - - - - - - 581,654 - - - - - - - - - $ 581,654	Retained earnings	Other equity		Total $ 327,892) - - - - - - 63,819) 63,819) - - 20,811) 412,522) - - - - 181,425 181,425 - - 11,694) $ 242,791)

				( ( ( ( ( ( (		( ( ( (	( ( ( (	( ( ( ( ( ( (	$ 5,716,917 - - - 153,826) 1 115,910 40,575) 75,335 11,346) 67,328) - 5,559,753 - - 101,910) 515,650 221,089 736,739 57,352) 170,415) - $ 5,966,815

Chairman: Yeh, Chia-Ming Manager: Yu, Yi-Nung Accounting Manager: Huang, Hsiu-Feng

De Licacy Industrial Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income before tax A20000 Adjustments for: Revenues/Expenses A20100 Depreciation A20200 Amortization A20300 Expected credit loss A20400 Loss (Gain) on financial assets and liabilities measured at fair value through profit or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of losses of associates accounted for using the equity method A23200 Gain on disposal of investments accounted for using equity method A22500 Loss on disposal of property, plant and equipment A22800 Loss (gain) on disposal of intangible assets A23700 Inventory valuation and obsolescence losses A24100 Unrealized foreign exchange losses A29900 Allowance (reversal) for refund liability A29900 Gains from lease amendment Changes in operating assets and liabilities A31130 Notes receivable (include related parties) A31150 Accounts receivable (include related parties) A31180 Other receivables (include related parties) A31200 Inventory A31230 Prepayments A31240 Other current assets A31990 Net defined benefit assets – non-current A32130 Notes payable A32150 Accounts payable A32160 Accounts payable-related parties A32180 Other payables A32190 Other payables-related parties A32230 Other current liabilities A32990 Long-term deferred income A33000 Cash generated from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Cash generated from operations (net) CASH FLOWS FROM INVESTING ACTIVITIES B00010 Acquisition of financial assets at fair value through other comprehensive income-current B00020 Disposal of financial assets at fair value through other comprehensive income-current B00040 Acquisition of financial assets at amortized cost		2024 $ 686,210 548,459 2,485 11,746 9,713 ) 213,776 32,500 ) 8,096 ) 40,763 104,301 ) 136,578 7,153 ) 129,243 39,429 3,016 ) - 62,865 623,538 ) 21,553 579,808 ) 92,922 ) 300,015 ) 6,387 ) 29,078 ) 279,341 129,922 205,396 8,774 33,670 279,328 1,033,011 31,640 8,096 229,939 ) 74,022) 768,786 69,056 ) 67,096 1,170,516 )		2023
	( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 190,491 557,337 2,076 41,723 14,431 235,257 122,425 ) 9,134 ) 31,605 - 30,548 121 - 68,198 2,336 ) 4,264 ) 40,271 268,662 27,854 591,312 60,259 155,942 ) 3,687 ) 67,758 ) 120,254 ) 20,807 ) 155,992 ) 926 ) 34,476 ) 299,015) 1,163,129 123,931 9,134 241,871 ) 19,811) 1,034,512 37,274 ) 165,643 6,458,127 )

(Continued)

(continued from the previous page)

Code B00060 Principal repayment of financial assets at maturity measured at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B00200 Disposal of financial assets at fair value through profit or loss B01800 Acquisition of investments accounted for using equity method B01900 Disposal of investments accounted for using equity method B02400 Refund of paid-up capital from capital reduction of subsidiaries B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04100 Increase in other receivables – related parties B04400 Decrease in other receivables (including related parties) B04500 Acquisition of intangible assets B05350 Acquisition of right-of-use assets B07100 Increase in prepayments for equipment B07200 Decrease in prepayments for equipment B07600 Received dividends from associated companies B09900 Proceeds from disposal of right-of-use assets BBBB Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase in short-term loans C00200 Decrease in short-term loans C00500 Increase in short-term notes payable C00600 Decrease in short-term notes payable C01600 Loan of long-term debt C01700 Repayment of long-term debt C03000 Increase in deposits received C03100 Decrease in deposits received C03700 Increase in other payables-related parties C03800 Decrease in other payables-related parties C04020 Repayment of the principal portion of lease liabilities C04500 Cash dividends C04600 Cash capital increase of subsidiary C04700 Cash capital decrease of subsidiary C05800 Payment of cash dividends of non-controlling interests CCCC Net cash generated used in financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREGIN CURRENCIES EEEE NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		2024 $ 1,672,949 19,647 ) 19,619 18,609 ) 164,773 287,819 531,628 ) 67,303 2,213 ) 12,001 100,000 ) 45,617 419 ) 957 ) 39,578 ) - 7,086 5,018 396,658 16,029,961 15,814,171 ) 14,936,136 14,556,060 ) 3,733,028 4,896,760 ) 18,601 23,071 ) - 18,423 ) 16,413 ) 101,910 ) 3,684 106,132 ) 57,352) 868,882) 201,922 498,484 989,952 $ 1,488,436		2023
	( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 8,520,082 761,722 ) 776,157 11,454 ) - - 1,233,126 ) 30,544 1,551 ) 2,981 - 162,282 3,958 ) 976 ) - 17,843 31,178 5,346 1,203,868 18,535,857 20,009,764 ) 16,636,140 16,786,240 ) 7,065,685 7,722,002 ) 23,446 64,446 ) 151,155 155,543 ) 24,803 ) 153,826 ) 82 67,410 ) 11,346) 2,583,015) 17,340) 361,975 ) 1,351,927 $ 989,952

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

Chairman: Yeh, Chia-Ming Manager: Yu, Yi-Nung Accounting Manager: Huang, Hsiu-Feng

Case 2 ： Submitted by Board of Directors

Cause of action：Herewith is proposal for the 2024 Earnings Distribution of the company, please acknowledge.

Explanation ： (1) 2024 Earnings Distribution Statement of the Company has been completed in edition as follows.
(2) Approved by Board of Directors of the Company on Mar 10,

DE LICACY INDUSTRIAL CO., LTD. Earnings Distribution Statement 2024

Unit: New Taiwan Dollar

2025. DE LICACY INDUSTRIAL CO., LTD. Earnings Distribution Statement 2024 Unit: NewTaiwan Dollar	2025. DE LICACY INDUSTRIAL CO., LTD. Earnings Distribution Statement 2024 Unit: NewTaiwan Dollar

ITEM AMOUNT	AMOUNT
Undistributed surplus, beginning of the period Plus: Net income after tax, current period $ 422,003,101 Plus: Accumulated gains and losses from the disposal of equity instruments measured at fair value through other comprehensive gains and losses are directly transferred to retained earnings 11,693,512 Plus: Defined benefit plan remeasurements recognized in retained earnings 13,050,652 Plus: Retained earnings adjusted for investments using the equity method - The net profit after tax of the current period plus the amount of items other than the net profit after tax of the current period included in the undistributed surplus of the current year Less: Provision of statutory surplus reserve`（`10`﹪`After-tax`）` Plus: According to law Provision of special surplus reserve Distributable surplus for the current period Distributed Items: shareholder dividend (NT$0.50 per share)-paid in cash shareholder dividend (NT$0.44 per share)-paid in shares Undistributed surplus, end of the period	$ 61,358,097 446,747,265 ( 44,674,727) 169,731,366 633,162,001 ( 179,361,420) ( 203,819,796) 249,980,785

Note 1: The base date for distribution of cash dividends and matters related to the distribution of cash dividends shall be determined by the Board of Directors after the resolution of the general shareholders’ meeting.
Note 2: If the cash dividend is less than NT$1, it will be unconditionally rounded off for calculation, and
the remaining cash dividend amount will be transferred to the employee welfare committee.
Note 3:The number of shareholders' dividend distributable shares is calculated based on the number of outstanding shares of 407,639,591 shares. If there is a change in the Company's share capital that may affect the number of outstanding shares and the dividend rate of shareholders needs to be revised, it shall be proposed to the general shareholders’ meeting for conduct with authorization of the chairman of the Board of Directors.
Note 4: According to the Ministry of Finance's April 30 1998 Tai Cai Shui Letter No. 871941343, when distributing surplus, the method of individual identification shall be adopted. The principle of this surplus distribution is to give priority to the distribution of 2024 surplus.

Person in charge: Ye Jiaming Manager: Yi-Nung Yu Accounting Supervisor: Huang Hsiu-Fen

Resolution:

Matters for Discussion

Case 1: Submitted by Board of Directors

Subject: Proposal to amend the company's Articles of Incorporation, respectfully submitted for approval.

Explanation: 1. Main amended provisions:

Chapter 1: General Provisions Article 2: Add the business scope of the company to include C301010 Spinning Industry.

Chapter 6: Accounting Article 26: Specify that annual profits shall allocate no less than 0.05% and no more than 10% for adjusting salaries or distributing remuneration to entrylevel employees.

2.The comparison table of amended provisions is as follows:

Article No.	Before	Before	After	Explanation
Chapter 1 Article 2:	The businesses operated by the Company are as follows: 1. Printing and dyeing, finishing, processing, manufacturing and trading business of Plisse’, blended fabric, jacquard, check, stretch fabric, chemical fabric, polyester staple fiber, Silk and other textiles. 2.The business of manufacturing, trading, processing and import and export trade of the products mentioned in the preceding paragraph and related yarn materials. 3. C802020 Manmade Fiber Manufacturing. 4. F104010 Wholesale of Fabrics. 5. F107020 Wholesale of Dyes and Pigments. 6. F113100 Wholesale of Pollution Controlling Equipment. 7. F204010 Retail sale of Fabrics. 8. H701040 Specific Area Development. 9. H701020 Industrial Factory Development and Rental. 10. C306010 Wearing Apparel. 11.C301010 Spinning Industry. 12.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.		The businesses operated by the Company are as follows: 1.Printing and dyeing, finishing, processing, manufacturing and trading business of Plisse’, blended fabric, jacquard, check, stretch fabric, chemical fabric, polyester staple fiber, Silk and other textiles. 2.The business of manufacturing, trading, processing and import and export trade of the products mentioned in the preceding paragraph and related yarn materials. 3. C802020 Manmade Fiber Manufacturing. 4. F104010 Wholesale of Fabrics. 5. F107020 Wholesale of Dyes and Pigments. 6. F113100 Wholesale of Pollution Controlling Equipment. 7. F204010 Retail sale of Fabrics. 8. H701040 Specific Area Development. 9. H701020 Industrial Factory Development and Rental. 10.C306010 Wearing Apparel. 11.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	Add the business scope of the company to include C301010 Spinning Industry.
Chapter 6 Article 26:	`（`Employee remuneration, entry-level employee salary adjustments or remuneration distribution, and director remuneration`）`		`（`Employee bonus and director bonus`）`	Specify that a certain percentage range of annual profits shall be allocated for



	If the Company makes profits for the year,		If the Company makes profits for the year, it
	it shall contribute no less than 4% as		shall contribute no less than 4% as employee
	employee bonus	and no less than 0.05%	bonus, which shall be distributed in stock or

and no more than 10% for entry-level cash by the resolution of the Board of entry-level employee salary adjustments or Directors. The employees of the affiliated employee remuneration distribution, which shall be company who meet certain conditions shall be salary distributed in stock or cash by the granted; the Company can increase the amount adjustments or resolution of the Board of Directors. The of profit. The director bonus shall be no more remuneration employees of the affiliated company who than 3% contributed by the resolution of the distribution. meet certain conditions shall be granted; Board of Directors. The distribution of the Company can increase the amount of employee bonus and director bonus shall be profit. The director bonus shall be no more reported to the shareholders’ meeting. than 3% contributed by the resolution of the Board of Directors. The distribution of employee bonus and director bonus shall be reported to the shareholders’ meeting. However, when the Company still has However, when the Company still has accumulated losses, it shall reserve the accumulated losses, it shall reserve the compensation amount in advance, and then compensation amount in advance, and then contribute the employee bonus and contribute the employee bonus and director director bonus in proportion to the bonus in proportion to the preceding preceding paragraph. paragraph. Article 28: Add according to the original provisions Omitted. Add the (31st amendment on June 10,2025. amendment date.

Resolution:

Case 2: Submitted by Board of Directors Cause of action: Proposal in discussion for transfer of surplus into capital increase and issuance of new shares, please ratify

Explanation: 1. To enrich working capital and for the need of future business development, shareholder dividends of NT$179,361,420 was proposed for allocation from the distributable surplus in 2024, and transfer of surplus into capital increase and issuance of new shares for NT$17,936,142 shares, with a par value of
NT$10 per share.
The base date for distribution of stock dividends and matters related to the distribution of stock dividends shall be determined by the Board of Directors after the resolution of the general meeting of shareholders and the approval

of the competent authority.

According to the shareholding proportion by shareholders listed in the shareholder register on the base day of capital increase and allotment, 44 shares free of charge shall be distributed for every thousand shares, while the allotment of odd and less than one share shall be done by the shareholder within five days from the date of account transfer. If the allotment not conducted within the time limit or if the amount of balance of such distributable surplus profit is less the par value of one share, it shall be paid in cash in compliance with Article 240 of the Company Act, with round up to NT$1, and the shares shall be purchased by designated person by the authority of the chairman.
The right and obligation of the new shares issued in this capital increase are

same as those of the original shares.

Thereafter, if there is change to company’s share capital (including but not limited to factors such as capital increase or treasury stock capital reduction) before the base date of capital increase, which affects the total number of outstanding shares, resulting in a change in the ratio of allotment of shareholders, the adjustment shall be proposed to the shareholders’ meeting for the authorization by the chairman.
If there are unfinished matters in this capital increase due to changes in laws or changes in the competent authority's approval, the chairman of the Board

of Directors shall be fully authorized for handling.

Resolution:

Extraordinary motions

Articles of DE LICACY INDUSTRIAL CO., LTD.

Chapter 1 General Provisions

Article1:The Company is organized in accordance with the provisions of the Company Law and named as DE LICACY INDUSTRIAL CO., LTD.
Article 2: The businesses operated by the Company are as follows:
Printing and dyeing, finishing, processing, manufacturing and trading business of Plisse’, blended fabric, jacquard, check, stretch fabric, chemical fabric, polyester staple fiber, Silk and other textiles.
2.The business of manufacturing, trading, processing and import and export trade of the products mentioned in the preceding paragraph and related yarn materials.
C802020 Manmade Fiber Manufacturing.
F104010 Wholesale of Fabrics.
F107020 Wholesale of Dyes and Pigments.
F113100 Wholesale of Pollution Controlling Equipment.
F204010 Retail sale of Fabrics.
H701040 Specific Area Development.
H701020 Industrial Factory Development and Rental.
C306010 Wearing Apparel.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company has a head office in Tainan City, and if necessary, the Board of Directors may decide to set up domestic or abroad branches.
Article 3-1: When the Company reinvests in another company and becomes a limited liability shareholder, the total amount of investment shall not exceed 40% of the paid-in share capital as stipulated in Article 13 of the Company Act, but shall be determined by the Board of Directors for agreement.
Article 3-2: The Company may endorse and guarantee externally for business needs, and its operations shall be handled in accordance with the Company's Management of Endorsement and Guarantees.
Article 4: The Company's announcement method shall be handled in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 5: The total capital of the Company is set at NT$4.8 billion, divided into 480 million shares, all of which are ordinary shares, and the Board of

Directors is authorized to issue them in installments as needed.

Article 6: The Company’s stocks are all registered, signed or stamped by three or more directors, and issued after obtaining visas in accordance with the law. When the Company issues new shares, it may print or exempt shares based on the total number of shares issued.

The shares issued by the Company may be exempt from printing shares and should be registered with TDCC.

Article 7: The Company's stock affairs are handled in accordance with "Regulations Governing the Administration of Shareholder Services of Public Companies", relevant laws and regulations, and the regulations of the competent authority.
Article 8: The period during which the Company ceases stock transfer shall be handled in accordance with the provisions of the Company Act and other relevant laws and regulations.

Chapter 3 Shareholders’ meeting

Article 9: The Company’s shareholders’ meeting is divided into the following two categories:
1.Regular shareholders' meeting: it is convened at least once a year, convened by the Board of Directors, and held within six months after the end of each fiscal year.
2.Temporary shareholders' meeting: convened when necessary in accordance with the provisions of the Company Act.
Article 10: The procedures for convening the shareholders' meeting of the Company shall be handled in accordance with the provisions of the Company Act and other relevant laws and regulations.
Article 11: When the shareholders’ meeting is convened by the Board of Directors, the chairman of the board shall be the chairman. When the chairman of the board asks for leave or is unable to exercise his authority for some reason, his agency shall be handled in accordance with Article 208, Paragraph 3 of the Company Act.

When the shareholders' meeting is convened by a convening person other than the Board of Directors, the convening person shall be the chairman, and if there are two or more convening persons, one of the other persons shall be elected as the chairman.

Article 12: When a shareholder is unable to attend the shareholders’ meeting for some reason, it shall be handled in accordance with Article 177 of the Company Law and the "Regulations Governing the Use of Proxies for Attendance at Shareholders’ meetings of Public Companies" issued by the competent authority.

Article 13: The voting rights of shareholders shall be one right per share.

Article 14: Unless otherwise provided by relevant laws and regulations, the resolutions of the shareholders’ meeting shall be attended by shareholders representing more than half of the total number of issued shares, and shall be implemented with the approval of more than half of the voting rights of the shareholders present. According to the regulations of the competent authority, shareholders of the Company can also exercise their voting rights electronically. Shareholders who exercise their voting rights electronically are deemed to be present in person, and related matters are handled in accordance with laws and regulations.
Article 15: The meeting minutes of the shareholders' meeting shall be signed or sealed by the chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The minutes are kept in the Company together with the signature book of the shareholders present and the proxy attendance letter.
The meeting minutes may be produced and distributed in electronic form.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained for the duration of the existence of the Company.

The retention period of the signature book of attending shareholders and the power of attorney for proxy attendance shall be at least one year unless otherwise provided by the Company Act.

The distribution of the minutes of the shareholders' meeting of the Company can be done in the form of announcement.

Chapter 4 Directors and Audit Committee

Article 16: The Company has five to nine directors, all of whom are elected by the shareholders' meeting who are capable of conduct. The term of office is three years, and they may be re-elected. The number of independent directors established in the number of directors in the preceding paragraph shall not be less than two, and shall not be less than one-fifth of the number of directors. The election of directors adopts the candidate nomination system in Article 192 of the Company Act, and the shareholders shall select from the list of candidates for directors. The method of accepting the nomination of director candidates, announcements and other related matters shall be handled in accordance with relevant laws and regulations of the Company Act and the Securities Exchange Law. However, the total number of registered shares held by all directors shall be handled in accordance with the " Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" issued by the competent

authority.

Article 16-1: The Company shall set up an audit committee in accordance with Article 14-4 of the Securities Exchange Act, and the audit committee shall be responsible for implementing the supervisory authority of the Company Act, the Securities Exchange Act and other laws. The audit committee shall be composed of all independent directors with no less than three persons, one of whom has accounting or financial expertise, and one of them shall be the convener. The resolution of the audit committee shall be approved by more than half of all members.
Article 17: When the vacancy of directors reaches one-third, the Board of Directors shall convene a by-election at an interim meeting of shareholders within 60 days.
Article 18: When the term of office of a director expires and is not time for reelection, his executive duties shall be extended until the time when the re-elected director takes office.
Article 19: The directors organize the Board of Directors. The Board of Directors shall, with the presence of more than two-thirds of the directors and the approval of more than half of the directors present, elect one of them as chairman, and may elect one of them as vice chairman according to actual needs.

The chairman of the Board of Directors performs all affairs of the Company in accordance with laws, regulations, resolutions of the shareholders’ meeting or the Board of Directors.

Article 20: The Company’s operating policies and other important matters shall be resolved by the Board of Directors. Except for the first meeting of the Board of Directors in accordance with Article 203 of the Company Act, the Board of Directors shall convene and serve as the chairman of the Board of Directors. When applying for leave or unable to exercise authority for some reason, the agency shall handle it in accordance with Article 208 of the Company Act.
Article 21: The Board of Directors of the Company shall notify the directors of the meeting seven days before the meeting, and specify the time, place, and reason for the meeting. However, it must be called at any time in case of emergency. The convocation of the Board of Directors may be notified in writing, fax or e-mail.
Board meetings shall be attended by the directors in person. If the directors cannot attend in person, they may appoint other directors to act as agents. Unless otherwise stipulated by the Company Act, the resolution of the Board of Directors shall be attended by more than half of the directors and shall be carried out with the consent of more than half of the directors present.

Article 22: The minutes of the Board of Directors shall be prepared and signed or

sealed by the chairman, and the minutes shall be distributed to all directors within 20 days after the meeting. The minutes shall record the essentials and results of the meetings. The minutes should be kept in the Company together with the signature book of the directors present and the proxy attendance letter.

Article 23: Deleted.

Article 23-1: When the directors of the Company perform their business, regardless of the Company's business profit or loss, the payment of their remuneration shall be authorized by the Board of Directors to decide. The Board of Directors may agree on the extent of its participation in the Company's operations and the value of its contribution within 15% of the highest-ranking salary stipulated in the Company's salary assessment method. If there is a surplus, remuneration shall be distributed in accordance with the provisions of Article 26.

Chapter 5 Managers

Article 24: The Company may appoint a manager. The appointment, dismissal and remuneration shall be made by the Board of Directors based on the presence of more than half of the directors and a resolution approved by more than half of the directors present.

Chapter 6 Accounting

Article 25: At the end of the fiscal year of the Company, the Board of Directors shall prepare the following books and forms, which shall be submitted to the audit committee for verification 30 days before the meeting of the shareholders' meeting, and then submitted to the shareholders' meeting for recognition.
Business report.
Financial statements.
Proposals for surplus distribution or deficit compensated.

Article 26: (Employee bonus and director bonus)

If the Company makes profits for the year, it shall contribute no less than 4% as employee bonus, which shall be distributed in stock or cash by the resolution of the Board of Directors. The employees of the affiliated company who meet certain conditions shall be granted; the Company can increase the amount of profit. The director bonus shall be no more than 3% contributed by the resolution of the Board of Directors. The distribution of employee bonus and director bonus shall be reported to the shareholders’ meeting.

However, when the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then contribute the

employee bonus and director bonus in proportion to the preceding paragraph.

Article 26-1: (Shareholder dividend + dividend policy)

If there is a surplus in the Company’s annual final accounts, it should first pay taxes to make up for previous years’ losses. Ten percent of the second deposit is a legal reserve, but when the legal reserve has reached the Company’s paid-in capital, it must no longer be reported. The rest shall be reported or reversed to the special reserve in accordance with the laws and regulations, and the balance shall be added to the accumulated undistributed surplus of the previous year as the distributable surplus, which shall be retained by the Board of Directors according to the operational needs.

Chapter 7 Supplementary Provisions

Article 27: Any matters not covered in this Articles of Association shall be handled in accordance with the provisions of the Company Act and relevant laws and regulations.

Article 28: This Articles of Association was established on June 18, 1982. The first amendment was made on August 10, 1983. The second amendment was on February 20, 1987. The third amendment was on September 10, 1988. The fourth amendment was on October 10, 1989. The fifth amendment was made on April 30, 1990. The sixth amendment was on June 20, 1990. The seventh amendment was on March 23, 1991. The eighth amendment was on November 4, 1991. The ninth amendment was on March 2, 1992. The tenth amendment was on March 27, 1993. The eleventh amendment was made on April 25, 1994. The twelfth amendment was made on April 29, 1996. The thirteenth amendment was on October 18, 1996. The fourteenth amendment was made on May 7, 1997. The fifteenth amendment took place on May 25, 1998. The sixteenth amendment was on May 27, 1999. The seventeenth amendment was on June 22, 2000. The eighteenth amendment was on June 21, 2002. The nineteenth amendment was on June 20, 2003. The twentieth revision was on June 10, 2005. The twenty-first revision was on June 22, 2007. The twenty-second revision was on June 6, 2008. The twenty-third revision was on June 16, 2009. The twenty-fourth amendment was made on June 18, 2010. The twenty-fifth amendment was on June 20, 2012.

The twenty-sixth amendment was on June 20, 2014. The twenty-seventh amendment was on June 18, 2015. The twenty-eighth amendment was made on June 17, 2016. The twenty-ninth amendment was on June 15, 2018. The thirtieth amendment was on June 21, 2019.

DE LICACY INDUSTRIAL CO., LTD.

Chairman: Ye Jiaming

DE LICACY INDUSTRIAL CO.,LTD.

Rules of Procedure for Shareholders’ meetings

Passed by the 2021 regular shareholders’ meeting (2021.07.28)

Article 1: The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 2: The preparation of documents such as the attendance book, meeting handbook and annual report
The Company shall furnish shareholders and their proxies (collectively, "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, preprinted ballots shall also be furnished.
Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
Article 3: 1. The convening of shareholders’ meetings shall notify each shareholder before 30 days. For shareholders who hold the registered share, it may be done by means of a public announcement made through the MOPS before 30 days; The shareholder's temporary meeting should be notified before 15 days, and for shareholders who hold the registered share, it may be done by means of a public announcement made through the MOPS before 15 days
2.Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1, Article 261, Article 43-6 of the Securities Exchange Law, Article 56-1 and Article 602 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion; the essential c o n t e n t s m a y b e p o s t e d o n t h e w e b s i t e d e s i g n a t e d b y
the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice.
3.A shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders’ meeting. The number of items so proposed,

however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda, provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

4.Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
5.Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in discussion of the proposal.
6.Prior to the date for issuance of notice of a shareholders’ meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: The principle of holding a shareholders’ meeting place and time The location of the Company's shareholder will be held in the place of the Company or the place which is convenient for shareholders that is suitable for the shareholders' meeting. The beginning of the meeting shouldn't be earlier than 9 o'clock in the morning or after three pm.
Article 5: Chairman of the Shareholders, attendees
Unless otherwise provided by law or regulation, the Company's shareholders’ meetings shall be convened by the Board of Directors; If a shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, its agent is handled in accordance with the third paragraph of Article 208 of the Company Act.
There should be more than over half of the directors to participate in the shareholders' meeting convened by the Board of Directors.
4.The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-

voting capacity.

Article 6: 1. 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.
2.A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
3.After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
4.When the Company holds a shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
5.A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
- After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail.
When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Article 7: Documentation of a Shareholders’ meeting by Audio or Video

The Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders’ meeting. The recorded materials shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 8: 1. Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards.
The chair shall call the meeting to order at the appointed meeting time. At the same time, relevant information such as the number of non-voting rights and the number of shares present will be announced. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total

number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 9: Discussion of Proposals

1.If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary 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 of the shareholders’ meeting.
2.The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is
not the Board of Directors.
3.The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.
4.If the chair declares the meeting adjourned in violation of the rules of
procedure, the other members of the Board of Directors shall elect a new chair, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Article 10: Shareholder speech

1.Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
2.A shareholder in attendance who has submitted a speaker's slip but does not actually, speak shall be deemed to have not spoken. When the content of the
speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
3.Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
4.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.
5.When the government or juristic person is a shareholder, its representative is not limited to one person. When the juristic person was attended by the shareholders’ meeting, the juristic person can only assign a representative of one person. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the
same proposal.
6.After an attending shareholder has spoken, the chair may respond in person
or direct relevant personnel to respond.

Article 11: Election of directors

1.The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the
numbers of votes with which they were elected.
2.The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained
until the conclusion of the litigation.

Article 12: The Meeting Minutes

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

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

4.The resolution method in the preceding paragraph is based on the chairman's consultation with shareholders. If the shareholders have no objection to the proposal, it should be stated that "Approved without objection after the chairman consulted all the shareholders present"; However, if shareholders disagree with the proposal and put it to the vote, the method of voting and the number of voting rights and the ratio of the number of voting rights should be stated.
5.The minutes of the shareholders' meeting shall be kept permanently during the Company's existence, and the Company should disclose it when the Company has a website.

Article 13: Public disclosure

1.On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders’ meeting.
2.If matters put to a resolution at a shareholders’ meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 14: Discussion of proposals

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

Article 15: Calculation of voting shares and recusal system

1.Voting at a shareholders’ meeting shall be calculated based on the number of shares.
2.With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
3.When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
4.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.

5.With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 16: 1.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.
2.Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting shall be announced on-site at the meeting, and a record made of the vote.

Article 17: Recess and resumption of a shareholders’ meeting

1.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.
2.If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have
been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.
3.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 18: 1. 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.
2.The proposal is approved by the chairman in consultation with all shareholders present who have no objections, and its effect is the same as that passed by voting; if there are objections, the voting shall be adopted in accordance with the provisions of the preceding paragraph.
Article 19: When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected,

and no further voting shall be required.

Article 20: Maintaining order at the meeting place

Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband.
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 21: For undecided matters in this rule, the Company Act and the relevant rules of procedure promulgated by the competent authority shall apply.
Article 22: These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be affected in the same manner.

Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting.

Item	Item	Item	Year 2024
The amount of paid-in capital at the beginning of the period			NTD$4,076,395,910
Dividend distribution this year	Cash dividend per share		NTD$0.50
	Number of allotment shares per share for capital increase from earnings		0.44 shares
	Number of allotment shares per share for capital surplus transferred to common stock		0 shares
Changes in business performance	Business interest		Not applicable (Note 2)
	Increase (decrease) ratio of operating profit over the same period last year
	Net profit after tax
	Rate of increase (decrease) in net profit after tax compared with the same period last year
	Earnings per share
	Earnings per share increase (decrease) ratio over the same period last year
	Annual average return on investment (the reciprocal of the annual average P/E ratio)
Pro forma earnings per share and price earnings ratios	If the surplus is changed to capital increase, the cash dividend will be found	Proposed earnings per share
		Proposed annual average return on investment
	If there is not applied for capital reserve transferred to common stock	Proposed earnings per share
		Proposed annual average return on investment
	If the capital reserve has not been handled, and the surplus is transferred to capital increase, it will be paid by cash dividends	Proposed earnings per share

Note 1: As of the resolution of the 2025 regular shareholders’ meeting

Note 2: According to the Taiwan Financial Certificate (1) Zi No. 00371 letter dated February 1, 2000 (2000) of the Securities and Futures Bureau, the Company is not required to prepare and announce the 2024 financial forecast, so there is no need to disclose this information.

DE LICACY INDUSTRIAL CO., LTD. Directors’ shareholding

The Company’s paid-in capital is NT 4,076,395,910, and the number of issued shares are 407,639,591 shares.
According to Article 26 of the Securities and Exchange Act, all directors (excluding independent directors) should hold a minimum of 16,000,000 shares.
The number of shares held by individual and all directors (including independent directors) as recorded in the shareholder register as of the closing date of the shareholders’ meeting is as follows:

According to Article 26 of the Securities and Exchange Act, all directors (excluding independent directors) should hold a minimum of 16,000,000 shares. The number of shares held by individual and all directors (including independent directors) as recorded in the shareholder register as of the closing date of the shareholders’ meeting is as follows:	According to Article 26 of the Securities and Exchange Act, all directors (excluding independent directors) should hold a minimum of 16,000,000 shares. The number of shares held by individual and all directors (including independent directors) as recorded in the shareholder register as of the closing date of the shareholders’ meeting is as follows:	According to Article 26 of the Securities and Exchange Act, all directors (excluding independent directors) should hold a minimum of 16,000,000 shares. The number of shares held by individual and all directors (including independent directors) as recorded in the shareholder register as of the closing date of the shareholders’ meeting is as follows:	According to Article 26 of the Securities and Exchange Act, all directors (excluding independent directors) should hold a minimum of 16,000,000 shares. The number of shares held by individual and all directors (including independent directors) as recorded in the shareholder register as of the closing date of the shareholders’ meeting is as follows:
April 09, 2025
Title	Name	Number of shares held	Shareholding ratio
Chairman of the board	Ye Jiaming	3,485,471	0.86%
director	Ye Jiahao	2,946,211	0.72%
director	Fuhua Investment (Stock) Company Representative: Yu Yineng	31,801,053	7.80%
Independent director	Huang Junren	69,960	0.02%
Independent director	Su Baicheng	13,527	0.00%
Independent director	Huang Shih-ying	0	0.00%
Independent director	Tsai LI-ju	0	0.00%
Total number of shares held by non- independent directors		38,232,735	9.38%
Number of shares held byall directors		38,316,222	9.40%

Note:The book closure date of this regular shareholders’ meeting is from 2025.04.12 to 2025.06.12.

AI assistant

DE LICACY — AGM Information 2025

51822_rns_2025-06-16_50e92b34-9237-4c85-a1e3-c65ee2304494.pdf

Stock code ： 1464

DE LICACY INDUSTRIAL CO., LTD.

Shareholders’ Meeting in 2025 Meeting Agenda

DE LICACY INDUSTRIAL CO., LTD.

Table of Content of Meeting Agenda of Shareholders’ meeting in 2025

Meeting agenda

Announcements

DE LICACY INDUSTRIAL CO., LTD. Meeting Agenda of Shareholders’ meeting in 2025

5. Discussion matters

Announcements

Case 1:

Case 2 ：

Cause of action: 2024Annual Business Report

2024Annual Business Report

(A) SHARP MEMORY AIR TEXTURE YARN FABRIC.

Case 3 ：

Audit Committee Approval Report

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

DE LICACY INDUSTRIAL CO., LTD.

Audit Committee Approval Report

Case 4:

Case 5:

(2) WELL & DAVID CORP.

Acknowledgement

Independent Auditor’s Report

Opinion

Basis of Opinion

Key Audit Matter

Authenticity of revenue recognition

Management’s and Governance’s Responsibility for the Individual Financial Statments

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

De Licacy Industrial Co., Ltd. Parent Company Only Balance Sheets

De Licacy Industrial Co., Ltd.

Parent Company Only Statements of Comprehensive Income

(continued from the previous page)

De Licacy Industrial Co., Ltd.

Independent Auditors’ Report

Opinion

Basis of Opinion

Key Audit Matter

Authenticity of revenue recognition

Other Matters

Management’s and Governance’s Responsibility for the Consolidated Financial Statements

Auditor’s Responsibilities for the Audit of the Financial Statements

Notice to Readers

De Licacy Industrial Co., Ltd. and Subsidiaries Consolidated Balance Sheets

De Licacy Industrial Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows

DE LICACY INDUSTRIAL CO., LTD. Earnings Distribution Statement 2024

Matters for Discussion

2.The comparison table of amended provisions is as follows:

Resolution:

Extraordinary motions

Articles of DE LICACY INDUSTRIAL CO., LTD.

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders’ meeting

Article 23: Deleted.

Chapter 5 Managers

Chapter 6 Accounting

Article 26: (Employee bonus and director bonus)

Chapter 7 Supplementary Provisions

DE LICACY INDUSTRIAL CO.,LTD.

Rules of Procedure for Shareholders’ meetings

voting capacity.

Article 7: Documentation of a Shareholders’ meeting by Audio or Video

Article 9: Discussion of Proposals

Article 10: Shareholder speech

Article 12: The Meeting Minutes

Article 13: Public disclosure

Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting.

DE LICACY INDUSTRIAL CO., LTD. Directors’ shareholding

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DE LICACY AGM Information 2025

`(2)` WELL & DAVID CORP.