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DWS Annual Report 2025

Apr 20, 2026

52674_rns_2026-04-20_f3ce1b1f-b53d-47e4-8365-5f0be36dd33e.pdf

Annual Report

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Table of Contents

Meeting Procedure ....................................................................................................................................... 1 Meeting Agenda ............................................................................................................................................ 2 Report Items ................................................................................................................................................. 3 Ratification and Discussion Items ............................................................................................................... 3 Extemporary Motions .................................................................................................................................. 4 Adjournment ................................................................................................................................................ 4 Attachment.................................................................................................................................................... 5 Attachment 1: 2025 Business Report ........................................................................................................ 6 Attachment 2: Audit Committee’s Review Report ................................................................................... 8 Attachment 3: Remuneration and fees of non-independent and independent directors ............................ 9 Attachment 4: Financial Statements ....................................................................................................... 10 Attachment 5: 2025 Earnings Distribution Table .................................................................................... 30 Attachment 6: Comparison Table of Amendments to Procedures for Endorsements and Guarantees ... 31 Attachment 7: Comparison Table of Amendments to Rules of Procedure for Shareholders’ Meetings . 36 Appendix ..................................................................................................................................................... 44 Appendix 1: Articles of Incorporation .................................................................................................... 45 Appendix 2: Rules of Procedure for Shareholders' Meetings (Before Amendment) .............................. 51 Appendix 3: The Procedures for Endorsements and Guarantees (Before Amendment) ......................... 62 Appendix 4: Shareholding of Directors .................................................................................................. 68

Dawushan Farm Technology Co., Ltd.

2026 Annual Shareholders Meeting Meeting Procedure

  • I. Call the Meeting to Order

  • II. Chairperson’s Opening Remarks

  • III. Report Items

  • IV. Ratification and Discussion Items

  • V. Extemporary Motions

  • VI. Adjournment

1

Dawushan Farm Technology Co., Ltd.

2026 Annual Shareholders’ Meeting Meeting Agenda

Time: 11:00 AM, May 22, 2026 (Friday)

Venue: 1F Conference Room, Fu Che Hunei Factory (No. 206, Sec. 2, Zhongshan Rd., Hunei Dist., Kaohsiung City)

Type: Physical meeting.

I. Call the Meeting to Order

II. Chairperson’s Opening Remarks

III. Report Items

  1. 2025 business report

  2. 2025 Audit Committee’s review report

  3. Report on distribution of compensation to employees and remuneration to directors for 2025

  4. Report on 2025 remuneration and fees of directors

IV. Ratification and Discussion Items

  1. 2025 business report and financial statements

  2. 2025 earnings distribution

  3. Amendments to the “Procedures for Endorsements and Guarantees”

  4. Amendments to the “Rules of Procedure for Shareholders’ Meeting”

V. Extemporary Motions

VI. Adjournment

2

Report Items

Item 1

Subject: 2025 business report

Description: For the Company’s 2025 business report, please refer to Attachment 1 on page 6 of this handbook.

Item 2

Subject: 2025 Audit Committee’s review report

Description: For the 2025 Audit Committee’s review report, please refer to Attachment 2 on page 8 of this handbook.

Item 3

Subject: Report on distribution of compensation to employees and remuneration to directors for 2025 Description: The Company’s 2025 financial statements recorded a pre-tax loss; therefore, pursuant to Article 21 of the Articles of Incorporation, no compensation to employees and remuneration to directors shall be distributed.

Item 4

Subject: Report on 2025 remuneration and fees of directors

Description: For the remuneration and fees of non-independent and independent directors, please refer to Attachment 3 on page 9 of this handbook.

Ratification and Discussion Items

Item 1

Proposed by the Board of Directors

Subject: 2025 business report and financial statements

Description:

  1. The Company’s 2025 business report and financial statements have been prepared in accordance with relevant laws and regulations. The financial statements, together with the independent auditors’ report, including an unqualified opinion with “Other Matters” and “Emphasis of Matter” paragraphs issued by certified public accountants A-Shen Liao and Chien-Chih Wu of PwC Taiwan, are provided in this handbook. Please refer to Attachment 1 on page 6 and Attachment 4 on page 10.

  2. The aforementioned business report and financial statements have been reviewed by the Audit Committee and approved by resolution of the Board of Directors.

  3. Submitted for ratification.

Resolution:

3

Proposed by the Board of Directors

Item 2

Subject: 2025 earnings distribution

Description:

  1. The net loss for 2025 was NT$72,484,413. The cumulative earnings available for distribution for the current period amounted to NT$262,573,980. After considering the Company’s future operational planning and funding requirements, it is proposed that no dividends be distributed for this year. For the 2025 Earnings Distribution Table, please refer to Attachment 5 on page 30 of this handbook.

  2. Submitted for ratification.

Resolution:

Item 3

Proposed by the Board of Directors

Subject: Amendments to the “Procedures for Endorsements and Guarantees” Description:

  1. To meet the Company’s operational requirements, it is proposed to amend the “Procedures for Endorsements and Guarantees.” Please refer to Attachment 6 on page 31 of this handbook for the Comparison Table of Amendments to Procedures for Endorsements and Guarantees.

  2. Proposed for discussion.

Resolution:

Item 4

Proposed by the Board of Directors

Subject: Amendments to the “Rules of Procedure for Shareholders’ Meeting ” Description:

  1. In accordance with Article 6 of the “Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies,” it is proposed to amend the “Rules of Procedure for Shareholders’ Meeting. Please refer to Attachment 7 on page 36 of this handbook for the Comparison Table of Amendments to Rules of Procedure for Shareholders’ Meeting.

  2. Proposed for discussion.

Resolution:

Extemporary Motions Adjournment

4

Dawushan Farm Technology Co., Ltd.

2026 Annual Shareholders’ Meeting Attachment

5

Attachment 1: 2025 Business Report

Dawushan Farm Technology Co., Ltd.

2025 Business Report

1. Business Strategy:

The Company has established modern, environmentally friendly poultry facilities equipped with fully enclosed environmental control systems and highly automated, rigorously managed rearing and production processes. The Company has also obtained ISO 22000, HACCP, and CAS certifications. By focusing on core farm operations and leveraging competitive strengths, the Company implements a comprehensive 14-step egg washing and grading process, together with refrigerated transportation at 7°C, to strengthen the presence in the branded egg market. In addition, the Company continues to develop value-added egg-based products tailored to customer needs, with the aim of enhancing the overall gross margin.

2.

Implementation Overview:

In recent years, the Company has actively advanced the development of its proprietary brand, “Dawushan Egg Farm,” targeting the mid- to high-end egg product segment. It has expanded its presence across domestic foodservice and convenience store channels. The Company continues to invest in brand building and marketing initiatives to broaden its reach across diverse consumer segments. As brand visibility continues to increase and farm capacity expands, fluctuations in operating revenue are primarily driven by changes in demand from key customer groups, including chain fast-food operators, foodservice distributors, bakery businesses, food processing companies, convenience stores, and supermarkets, as well as by the Company’s fresh egg production capacity.

In 2025, the Company further expanded into the egg processing sector through the acquisition of Fu Che Frozen Food Co., Ltd. This strategic initiative not only optimizes the utilization of raw eggs but also elevates product value through product line expansion (such as tea eggs and other processed foods) and effective channel integration.

3. Results of Business Plan Implementation:

In 2025, the Company reported operating revenue of NT$1,944,395 thousand, representing a decrease of 2.18% compared with 2024. Due to a fire incident during the year, the Company recorded a loss before tax of NT$73,982 thousand.

4. Budget Execution:

The Company did not issue financial forecasts for 2025; accordingly, no comparison of budgeted versus actual performance is presented.

5. Profitability Analysis:

A fire at the poultry facilities resulted in damage to buildings and equipment. In addition to the recognition of disaster-related losses in the financial statements, the Company reported a net loss before tax for the year. Furthermore, the destruction of certain poultry houses caused a decline in flock size, which limited egg production and the effective utilization of related labor resources. In the second half of the year, the rebound in fresh egg market prices, the entry into peak production for poultry houses, and the Company’s collaboration with high-quality partner farms, supported by the Food Safety Department’s assistance in enhancing quality, establishing standardized systems,

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and obtaining food safety and production certifications, collectively drove fourth-quarter 2025 revenue to a record high for a single quarter. Operating performance and profitability momentum are gradually returning to normal.

6. Research and Development:

Driven by heightened food safety awareness and the trend of consumption upgrading, consumer demand for high-quality eggs continues to rise. The Company is dedicated to addressing these demands by consistently improving farm productivity and quality standards. Through technical guidance from TAMAGO & COMPANY Inc., the Company receives support in optimizing production systems, advancing product research and development, and refining poultry management techniques. Furthermore, both companies dispatch personnel for cross-border, on-site learning and exchange programs. This initiative not only fosters talent development within Taiwan’s agriculture and livestock sectors but also facilitates the joint development of innovative products to create a win-win outcome.

The Company’s research and development efforts are dedicated to steadily improving egg-laying rates and continuously optimizing smart-farming data analytics to enhance decision-making quality. The Company’s fresh eggs are produced using commercial layer hens developed through longterm, well-structured breeding programs by internationally renowned breeding companies. In accordance with established management guidelines, the Company optimizes environmental conditions, feed nutrition, and immunization practices with the aim of exceeding standard production benchmarks. The Company’s operations are certified under multiple quality assurance systems. From day-old chicks onward, the Company maintains rigorous, end-to-end control to ensure the absence of drug residues and full compliance with food safety and hygiene standards. In addition, the Company continues to advance feed nutrition formulations, disease control measures, and the application of innovative technologies to further improve eggshell quality.

Chairperson: Feng-Chun Lin Manager: Shang-Chiang Wei Accounting Officer: Hsiao-Hui Fang

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Attachment 2: Audit Committee’s Review Report

Dawushan Farm Technology Co., Ltd.

Audit Committee’s Review Report

To: 2026 Annual Shareholders’ Meeting of Dawushan Farm Technology Co., Ltd.

The Board of Directors has prepared the 2025 business report, financial statements (including consolidated and parent company only financial statements), and the earnings distribution proposal. The financial statements have been audited by certified public accountants A-Shen Liao and Chien-Chih Wu of PwC Taiwan, who have issued the relevant audit reports.

The aforementioned business report, financial statements, and earnings distribution proposal have been reviewed and determined to be correct by the Audit Committee. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for review.

Respectfully submitted,

Audit Committee Convener: Pei-Fen Liao

March 6, 2026

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Attachment 3: Remuneration and fees of non-independent and independent directors

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(In Thousands of New Taiwan Dollars)
Remuneration to Directors Compensation Earned by Being an Employee of the Company
Total of A, B, C and D or Its Consolidated Entities Total of A, B, C, D, E, F
Compensation to and as a % of Net Base Compensation, and G and as a % of
Base Compensation (A) Severance Pay and Directors (C) Allowances (D) Income Bonus and Special Severance Pay and Employee Net Income Compensation from
Title Name Pensions (B) (Note 1) Disbursement, etc. (E) Pensions (F) Compensation (G) Investees other than
From All the Subsidiaries or
CompanyFrom the Consolidated From All Entities CompanyFrom the Consolidated From All Entities CompanyFrom the Consolidated From All Entities CompanyFrom the Consolidated From All Entities CompanyFrom the Consolidated From All Entities CompanyFrom the Consolidated From All Entities CompanyFrom the Consolidated From All Entities CompanyFrom the Consolidated Entities CompanyFrom the Consolidated From All Entities Parent Company
Cash Stock Cash Stock
Kuo Hsing Poultry
& Livestock Feeds
Chairperson Co., Ltd. 360 600 - - - 222 30 30 390 852 - - - - - - - - 390 852 6,393
Representative: (-0.54%) (-1.18%) (-0.54%) (-1.18%)
Feng-Chun Lin
HsiangCheng
Investment Co.,
Director Ltd. - - - - - - 30 30 30 30 - - - - - - - - 30 30 2,746
Representative: (-0.04%) (-0.04%) (-0.04%) (-0.04%)
Yung-Li Lin
TePen Investment
Director Co., Ltd. - - - - - - 30 30 30 30 2,492 2,492 108 108 - - - - 2,630 2,630 -
Representative: (-0.04%) (-0.04%) (-3.63%) (-3.63%)
Shang-Chiang Wei
TePen Investment
Director Co., Ltd. - - - - - - 15 15 15 15 2,657 2,897 107 107 - - - - 2,779 3,019 -
Representative: Yu- (-0.02%) (-0.02%) (-3.83%) (-4.16%)
Heng Wei
Independent Director Suey-Ping Chi 600 600 - - - - 30 30 (-0.87%)630 (-0.87%)630 - - - - - - - - (-0.87%)630 (-0.87%)630 -
Independent Chien-Nan Hsieh 256 256 - - - - 15 15 271 271 - - - - - - - - 271 271 -
Director (-0.37%) (-0.37%) (-0.37%) (-0.37%)
Independent Chi-Hsiung Liu 350 350 - - - - 15 15 365 365 - - - - - - - - 365 365 -
Director (Note 2) (-0.50%) (-0.50%) (-0.50%) (-0.50%)
Independent Chang-Ruey Shiau 200 200 - - - - 5 5 205 205 - - - - - - - - 205 205 -
Director (Note 3) (-0.28%) (-0.28%) (-0.28%) (-0.28%)
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Note 1: On March 6, 2026, the Board resolved not to distribute employee compensation nor director remuneration for 2025.

(1) The Company’s independent directors also serve on the Audit and Compensation Committees. In accordance with the Company’s Articles of Incorporation, they receive a fixed monthly compensation and do not participate in profit-based director remuneration. These payments are approved by the Board.

(2) Except for information disclosed above, compensation paid for services rendered by directors of the Company to all consolidated entities (e.g., being a non-employee consultant) in the most recent year: None.

Note 2: Director Chi-Hsiung Liu resigned from his position on August 1, 2025.

Note 3: Director Chang-Ruey Shiau resigned from his position on May 1, 2025.

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Attachment 4: Financial Statements

Independent Auditors’ Report

The Board of Directors and Shareholders

Dawushan Farm Technology Co., Ltd.

Audit opinion

We have audited the consolidated balance sheets of Dawushan Farm Technology Co., Ltd. and its subsidiaries (hereinafter referred to as “Dawushan Group”) as of December 31, 2025, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to consolidated financial statements (including a summary on significant accounting policies).

In our opinion, the aforementioned consolidated financial statements present fairly, in all material respects, the consolidated financial position of Dawushan Group as of December 31, 2025, and its consolidated financial performance and cash flows for the year 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), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for audit opinion

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

Emphasis of matter - Fire loss

As disclosed in Note 10 to the consolidated financial statements, a portion of Dawushan Group’s production facilities was damaged by fire on March 12, 2025. As a result, the Group recognized a disaster loss of NT$36,470 thousand for the damage to its plant and equipment. The Group is currently in the process of filing an insurance claim, and no insurance compensation has been recognized as of the reporting date. Our audit conclusion is not modified in respect of this matter.

Emphasis of matter - Organizational restructuring

As disclosed in Note 6(26) to the consolidated financial statements, on April 1, 2025, the Dawushan Group acquired 51% equity interest in Fu Che Frozen Food Co., Ltd. from its parent company, Kuo Hsing Poultry & Livestock Feeds Co., Ltd. This transaction was an organizational restructuring under common control. The consolidated financial statements for the comparative periods have been presented as if the combination had been in effect from the beginning of those periods. In preparing the consolidated financial statements for the year ended December 31, 2025, the Dawushan Group restated the comparative consolidated financial statements on a retrospective basis. Our audit conclusion is not modified in respect of this matter.

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Key audit matters

Key audit matters are ones that were of most significance in our audit of the consolidated financial statements of Dawushan Group for the year ended December 31, 2025 based on our professional judgment. These matters have been covered during the audit of the overall consolidated financial statements and in forming the audit opinion. We will not express a separate opinion on these matters.

Key audit matters of the consolidated financial statements of Dawushan Group for the year ended December 31, 2025 are stated as follows:

Existence and occurrence of revenue recognition for fresh egg products

Description of the matter

For the accounting policies related to revenue recognition, please refer to Note 4(25) to the consolidated financial statements. For the accounting items of operating revenue, please refer to Note 6(16).

Operating revenue is one of the primary indicators used to assess management’s performance and is also a matter of significant interest to users of the financial statements. As revenue from the sale of fresh egg products represents the largest proportion of the Group’s total operating revenue, we identified the existence and occurrence of revenue recognition for fresh egg products as one of the key audit matters in the current year’s audit.

Audit procedures performed

The primary audit procedures we performed in response to the above key audit matter include:

  1. To understand, evaluate, and test the effectiveness of the design and implementation of internal controls over the recognition of sales revenue.

  2. To obtain detailed listings of sales transactions and perform substantive testing by examining supporting documents, including customer orders, shipping documents, and sales invoices.

  3. To perform external confirmations of accounts receivable.

  4. To review significant sales returns and allowances occurring subsequent to year-end and examine the related supporting documentation.

Business combination under common control (organizational restructuring)

Description of the matter

For the accounting policies related to business combinations under common control (organizational restructuring), please refer to Note 4(28) to the consolidated financial statements. For the accounting items related to business combinations, please refer to Note 6(26).

On April 1, 2025, the Dawushan Group acquired 51% equity interest in Fu Che Frozen Food Co., Ltd. from its parent company, Kuo Hsing Poultry & Livestock Feeds Co., Ltd. This transaction was an organizational restructuring under common control. As this represented a significant transaction during the reporting period, we identified the organizational restructuring as one of the key audit matters in the current year’s audit.

Audit procedures performed

The primary audit procedures we performed in response to the above key audit matter include:

  1. To interview management in order to understand the purpose of the organizational restructuring and the basis for determining the consideration.

  2. To review the minutes of Board meetings and the share transfer agreement, and inspect supporting documentation for the payment of the consideration.

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  1. To assess the competence and objectivity of the independent experts engaged by management and review the fairness opinion issued by those experts.

  2. To review the accounting treatment of the transaction and evaluate the adequacy of its presentation and disclosures in the financial statements.

Other matter - scope of audit

The consolidated financial statements of Dawushan Group for the year ended December 31, 2024 prior to restatement were audited by other auditors, who issued an unqualified opinion on February 18, 2025. As disclosed in Note 6(26) to the consolidated financial statements, the Dawushan Group restated its consolidated financial statements for the year ended December 31, 2024 as a result of an organizational restructuring. We performed the necessary audit procedures on the 2024 financial statements of Fu Che Frozen Food Co., Ltd. and on the adjustment entries made in connection with the restatement of the consolidated financial statements. In our opinion, the aforementioned financial statements of Fu Che Frozen Food Co., Ltd. for the year ended December 31, 2024 and the related adjustment entries are fairly stated and have been appropriately accounted for.

Other matter - parent company only financial statements

Dawushan Farm Technology Co., Ltd. has also prepared parent company only financial statements for the years ended December 31, 2025 and 2024. We issued an auditor’s report with an unqualified opinion, including emphasis of matter paragraphs and other matter paragraphs. on the 2025 financial statements, and other auditors issued an auditor’s report with an unqualified opinion on the 2024 financial statements. These financial statements are presented for reference.

Responsibilities of management and those charged with governance for the consolidated financial statements

The responsibilities of management are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, IFRICs, and SICs endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and maintain necessary internal controls associated with the preparation in order to ensure the financial statements are free from material misstatement arising from fraud or error.

In preparing the consolidated financial statements, management is also responsible for assessing the ability of Dawushan Group in continuing as a going concern, disclosing associated matters and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease its operations, or has no realistic alternative but to do so.

Those charged with governance of Dawushan Group (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors’ report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If those amounts of misstatements, either individually or in the aggregate, could reasonably be expected to influence the economic decisions of financial statements users, they are considered material.

We have exercised professional judgment and professional skepticism when carrying out auditing work according to the Standards on Auditing of the Republic of China. We also perform the following tasks:

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  1. Identify and assess the risks of material misstatement arising from fraud or error within the consolidated financial statements; design and execute appropriate counter-measures in response to those risks, and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error.

  2. Understand internal controls relevant to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Dawushan Group’s internal control.

  3. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by management.

  4. Based on the audit evidence obtained, we conclude on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists for events or conditions that may cast significant doubts on Dawushan Group’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in the notes to those statements within our audit report. If such disclosures are inadequate, we need 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 result in Dawushan Group ceasing to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately represent the underlying transactions and events.

  6. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within Dawushan Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit and the preparation of an audit opinion on the Group.

Matters communicated between us and the governance bodies include the planned scope and timing of the audit, and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provide governance bodies with a declaration that we have complied with the Norm regarding independence, and to communicate with them all relationships and other matters that may possibly be deemed to impair our independence (including relevant preventive measures).

From the matters communicated with governance bodies, we determine the key audit matters within the audit of Dawushan Group’s consolidated financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the independent auditors’ report, unless legal regulations prohibit the public disclosure of specific items, or in extremely rare cases, where we decided not to communicate over specific items in the independent auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

The engagement partners on the audit resulting in this independent auditors’ report are A-Shen Liao and Chien-Chih Wu.

PricewaterhouseCoopers Taiwan

March 6, 2026

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DAWUSHAN FARM TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

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(Restated)
December 31, 2025 December 31, 2024
Assets Note Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 187,898 5 $ 403,869 11
1136 Financial assets at amortized cost - 6(2),8
current 3,640 - 9,747 -
1150 Notes receivable, net 5,6(3) 5,103 - 3,148 -
1170 Accounts receivable, net 5,6(3),7 363,642 10 299,383 8
1200 Other receivables 474 - 1,440 -
1220 Current tax assets 3,454 - 146 -
130X Inventories 5,6(4) 98,886 3 79,851 2
1400 Biological assets - current 6(5),7 8,855 - 11,429 1
1410 Prepayments 47,092 1 23,021 1
11XX Total current assets 719,044 19 832,034 23
Non-current assets
1600 Property, plant and equipment 6(6),8,10 2,765,458 72 2,486,329 68
1755 Right-of-use assets 6(7),7 92,572 3 46,135 1
1780 Intangible assets 6(8) 130,219 3 177,577 5
1830 Biological assets - non-current 6(5),7 91,891 2 119,402 3
1840 Deferred tax assets 6(23) 26,214 1 3,566 -
1920 Refundable deposits 5,273 - 5,597 -
1990 Other non-current assets - others 2,583 - 891 -
15XX Total non-current assets 3,114,210 81 2,839,497 77
1XXX Total assets $ 3,833,254 100 $ 3,671,531 100
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(Continued)

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DAWUSHAN FARM TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS-(Continued) December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

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(Restated)
December 31, 2025 December 31, 2024
Liabilities and Equity Note Amount % Amount %
Current liabilities
2100 Short-term loans 6(9),8 $ 405,000 11 $ - -
2130 Contract liabilities - current 6(16) 614 - 3,166 -
2150 Notes payable 100 - 100 -
2170 Accounts payable 111,232 3 146,890 4
2180 Accounts payable - related parties 7 67,432 2 40,753 1
2200 Other payables 6(10),7 193,569 5 173,464 5
2230 Current tax liabilities - - 27,745 1
2250 Provisions - current - - 3,708 -
2280 Lease liabilities - current 7 20,876 - 15,441 -
2320 Current portion of long-term loans 6(11),8 336,261 9 49,753 1
21XX Total current liabilities 1,135,084 30 461,020 12
Non-current liabilities
2540 Long-term loans 6(11),8 853,252 22 698,977 19
2570 Deferred tax liabilities 6(23) 671 - 270 -
2580 Lease liabilities - non-current 7 72,832 2 31,087 1
25XX Total non-current liabilities 926,755 24 730,334 20
2XXX Total liabilities 2,061,839 54 1,191,354 32
Equity
Equity attributable to owners of the
parent
Share capital 6(13)
3110 Common shares 683,450 18 683,450 19
Capital surplus 6(14)
3200 Capital surplus 467,110 12 585,286 16
Retained earnings 6(15)
3310 Legal reserve 64,096 1 54,616 2
3350 Unappropriated earnings 262,575 7 420,788 11
3500 Treasury shares 6(13) ( 49,013 ) ( 1 ) ( 36,511 ) ( 1 )
31XX Total equity attributable to
owners of the parent 1,428,218 37 1,707,629 47
35XX Predecessor interests under common 6(26)
control - - 403,917 11
36XX Non-controlling interests 4(3) 343,197 9 368,631 10
3XXX Total equity 1,771,415 46 2,480,177 68
Significant contingent liabilities and 9
unrecognized contract commitments
Significant disaster loss 10
3X2X Total liabilities and equity $ 3,833,254 100 $ 3,671,531 100
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(The accompanying notes are an integral part of the consolidated financial statements.)

(Concluded)

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DAWUSHAN FARM TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars,

Except for earnings (loss) per share, which is expressed in New Taiwan Dollars)

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(Restated)
2025 2024
Item Note Amount % Amount %
4000 Operating revenue 6(16),7 $ 1,944,395 100 $ 1,987,639 100
5000 Operating costs 6(4,21,22),7 ( 1,628,406 ) ( 84 ) ( 1,452,217 ) ( 73)
5850 Gain arising from initial recognition of biological
assets and agricultural produce 44,508 2 21,200 1
5900 Gross profit 360,497 18 556,622 28
Operating expenses 6(8,21,22),7
6100 Sales and marketing expenses ( 188,764 ) ( 10 ) ( 177,718 ) ( 9)
6200 General and administrative expenses ( 110,497 ) ( 5 ) ( 115,757 ) ( 6)
6300 Research and development expenses ( 33,519 ) ( 2 ) ( 28,439 ) ( 1)
6450 Expected credit gain (loss) 12(2) 27 - ( 54 ) -
6000 Total operating expenses ( 332,753 ) ( 17 ) ( 321,968 ) ( 16)
6900 Operating income 27,744 1 234,654 12
Non-operating income and expenses
7100 Interest income 6(17) 2,580 - 3,852 -
7010 Other income 6(18) 31,219 2 36,763 2
7020 Other gains and losses 6(19) ( 116,286 ) ( 6 ) ( 29,159 ) ( 1)
7050 Finance costs 6(6,20),7 ( 19,239 ) ( 1 ) ( 12,685 ) ( 1)
7000 Total non-operating income and expenses ( 101,726 ) ( 5 ) ( 1,229 ) -
7900 (Loss) income before income tax ( 73,982 ) ( 4 ) 233,425 12
7950 Income tax benefit (expense) 6(23) 13,837 1 ( 47,552 ) ( 3)
8200 Net (loss) income ($ 60,145 ) ( 3 ) $ 185,873 9
8500 Total comprehensive (loss) income ($ 60,145 ) ( 3 ) $ 185,873 9
Net (loss) income attributable to:
8610 Owners of the parent ($ 80,812 ) ( 4 ) $ 94,800 5
8615 Predecessor interests under common control 8,327 - 45,980 2
8620 Non-controlling interests 12,340 1 45,093 2
Total net (loss) income ($ 60,145 ) ( 3 ) $ 185,873 9
Total comprehensive (loss) income attributable to:
8710 Owners of the parent ($ 80,812 ) ( 4 ) $ 94,800 5
8715 Predecessor interests under common control 8,327 - 45,980 2
8720 Non-controlling interests 12,340 1 45,093 2
Total comprehensive (loss) income ($ 60,145 ) ( 3 ) $ 185,873 9
(Loss) earnings per share (NT$) 6(24)
9750 Earnings per share - basic ($ 1.08 ) $ 2.17
9850 Earnings per share - diluted ($ 1.08 ) $ 2.16
----- End of picture text -----

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

16

DAWUSHAN FARM TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Parent

Retained Earnings

Retained Earnings Earnings
For the year ended December 31, 2024 (Restated)
Balance as of January 1, 2024 (Restated)
Net income for the period
Total comprehensive income for the period
Appropriation of 2023 earnings
Legal reserve
Cash dividends
Issuance of common shares for cash
Cash dividends distributed by subsidiaries before
organizational restructuring
Repurchase of treasury shares
Changes in percentage of ownership interests in
subsidiaries
Changes in non-controlling interests
Balance as of December 31, 2024 (Restated)
For the year ended December 31, 2025
Balance as of January 1, 2025 (Restated)
Net loss for the period
Total comprehensive loss for the period
Appropriation of 2024 earnings
Legal reserve
Cash dividends
Cash distribution from capital surplus
Repurchase of treasury shares
Difference between the acquisition/disposal price and
carrying amount of subsidiary equity interests
Cash dividends distributed by subsidiaries before
organizational restructuring
Effect of organizational restructuring
Balance as of December 31, 2025
Note Common
Shares
Capital Surplus Legal Reserve Unappropriated
Earnings
Treasury Shares Total Predecessor
Interests under
Common
Control
Non-Controlling
Interests
Total Equity
6(15)
6(13,14)
6(13)
6(14,25)
6(15)
6(14)
6(13)
6(14,25)
6(14,26)
$ 607,500
-
-
-
-
75,950
-
-
-
-
$ 683,450
$ 683,450
-
-
-
-
-
-
-
-
-
$ 683,450
$ 230,350
-
-
-
-
354,940
-
-
(
4 )
-
$ 585,286
$ 585,286
-
-
-
-
(
67,345 )
-
-
-
(
50,831 )
$ 467,110
$ 47,408
-
-
7,208
-
-
-
-
-
-
$ 54,616
$ 54,616
-
-
9,480
-
-
-
-
-
-
$ 64,096
$ 401,541
94,800
94,800
(
7,208 )
(
68,345 )
-
-
-
-
-
$ 420,788
$ 420,788
(
80,812 )
(
80,812 )
(
9,480 )
(
67,345 )
-
-
(
576 )
-
-
$ 262,575
$ -
-
-
-
-
-
-
(
36,511 )
-
-
($ 36,511 )
($ 36,511 )
-
-
-
-
-
(
12,502 )
-
-
-
($ 49,013 )
$ 1,286,799
94,800
94,800
-
(
68,345 )
430,890
-
(
36,511 )
(
4 )
-
$ 1,707,629
$ 1,707,629
(
80,812 )
(
80,812 )
-
(
67,345 )
(
67,345 )
(
12,502 )
(
576 )
-
(
50,831 )
$ 1,428,218
$ 365,587
45,980
45,980
-
-
-
(
7,650 )
-
-
-
$ 403,917
$ 403,917
8,327
8,327
-
-
-
-
-
(
38,250 )
(
373,994 )
$ -
$ 284,384
45,093
45,093
-
-
-
(
7,350 )
-
4
46,500
$ 368,631
$ 368,631
12,340
12,340
-
-
-
-
(
1,024 )
(
36,750 )
-
$ 343,197
$ 1,936,770
185,873
185,873
-
(
68,345 )
430,890
(
15,000 )
(
36,511 )
-
46,500
$ 2,480,177
$ 2,480,177
(
60,145 )
(
60,145 )
-
(
67,345 )
(
67,345 )
(
12,502 )
(
1,600 )
(
75,000 )
(
424,825 )
$ 1,771,415

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

17

DAWUSHAN FARM TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

Cash flows from operating activities
(Loss) income before income tax
Adjustments
Non-cash income and expense items
Depreciation
Amortization
Expected credit (gain) loss
Interest expense
Interest income
Loss on disposal of property, plant and equipment
Loss on disposal of biological assets
Gain on lease modification
Impairment loss on non-financial assets
Disaster loss
Reclassification of property, plant, and equipment to
expenses
Changes in operating assets and liabilities
Net changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Biological assets - current
Prepayments
Net changes in operating liabilities
Contract liabilities - current
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash generated by operating activities
Cash flows from investing activities
Acquisition of financial assets at amortized cost - current
Disposal of financial assets at amortized cost - current
Acquisition of biological assets - non-current
Disposal of biological assets - non-current
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Acquisition of intangible assets
Decrease in refundable deposits
Decrease in other financial assets - current
(Increase) decrease in other non-current assets - others
Net cash used in investing activities
Note
2025
(Restated)
2024
($ 73,982 )
$ 233,425
6(5,6,7,21)
245,918
215,376
6(8,21)
5,128
2,003
12(2)
(
27 )
54
6(20)
19,239
12,685
6(17)
(
2,580 ) (
3,852 )
6(19)
1,156
2,602
6(19)
60,670
15,671
6(19)
-
(
4 )
6(19)
-
4,739
6(19)
35,970
-
6(6)
902
295
(
1,955 )
3,959
(
64,232 )
31,399
966
1,517
(
19,035 ) (
1,595 )
(
8,855 ) (
114,307 )
(
24,071 ) (
10,871 )
(
2,552 )
2,788
(
35,658 )
26,839
26,679
(
31,546 )
12,844
37,660
-
535
176,525
429,372
2,580
3,877
(
18,728 ) (
12,737 )
(
39,463) (
56,652)
120,914
363,860
(
3,640 ) (
9,747 )
9,747
-
(
138,581 ) (
42,501 )
15,335
6,542
6(27)
(
439,757 ) (
453,117 )
913
18
6(8)
(
95 ) (
351 )
324
504
-
119,448
(
1,692)
504
(
557,446) (
378,700)

(Continued)

18

DAWUSHAN FARM TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued) For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

Cash flows from financing activities
Increase in short-term loans
Decrease in short-term loans
Proceeds from long-term loans
Repayment of long-term loans
Repayment of lease principal
Cost of treasury shares repurchased
Issuance of common shares for cash
Changes in non-controlling interests
Cash dividends distributed by subsidiaries before
organizational restructuring
Cash paid for acquisition of subsidiary equity under
organizational restructuring
Distribution of cash dividends and cash distribution from
capital surplus
Net cash generated by (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Note
2025
(Restated)
2024
6(28)
$ 1,382,000
$ 190,000
6(28)
(
977,000 ) (
376,000 )
6(28)
512,000
303,120
6(28)
(
71,217 ) (
480,133 )
6(28)
(
18,930 ) (
15,404 )
6(13)
(
12,502 ) (
36,511 )
6(13)
-
430,890
6(25)
(
1,600 )
46,500
(
75,000 ) (
15,000 )
6(26)
(
382,500 )
-
6(14,15)
(
134,690) (
68,345)
220,561
(
20,883)
(
215,971 ) (
35,723 )
6(1)
403,869
439,592
6(1)
$ 187,898
$ 403,869

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

(Concluded)

19

Independent Auditors’ Report

The Board of Directors and Shareholders

Dawushan Farm Technology Co., Ltd.

Audit opinion

We have audited the parent company only balance sheets of Dawushan Farm Technology Co., Ltd. (hereinafter referred to as the “Company”) as of December 31, 2025, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to parent company only financial statements (including a summary on significant accounting policies).

In our opinion, the aforementioned parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025, and its parent company only financial performance and cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for audit opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - Fire loss

As disclosed in Note 10 to the parent company only financial statements, a portion of the Company’s production facilities was damaged by fire on March 12, 2025. As a result, the Company recognized a disaster loss of NT$36,470 thousand for the damage to its plant and equipment. The Company is currently in the process of filing an insurance claim, and no insurance compensation has been recognized as of the reporting date. Our audit conclusion is not modified in respect of this matter.

Emphasis of matter - Organizational restructuring

As disclosed in Note 6(25) to the parent company only financial statements, on April 1, 2025, the Company acquired 51% equity interest in Fu Che Frozen Food Co., Ltd. from its parent company, Kuo Hsing Poultry & Livestock Feeds Co., Ltd. This transaction was an organizational restructuring under common control. The parent company only financial statements for the comparative periods have been presented as if the investment had been held from the beginning of those periods. In preparing the parent company only financial statements for the year ended December 31, 2025, the Company restated the comparative parent company only financial statements on a retrospective basis. Our audit conclusion is not modified in respect of this matter.

Key audit matters

Key audit matters are ones that were of most significance in our audit of the parent company only financial statements of the Company for the year ended December 31, 2025 based on our professional judgment. These matters have been covered during the audit of the overall parent company only financial statements and in forming the audit opinion. We will not express a separate opinion on these matters.

20

Key audit matters of the parent company only financial statements of the Company for the year ended December 31, 2025 are stated as follows:

Existence and occurrence of revenue recognition for fresh egg products

Description of the matter

For the accounting policies related to revenue recognition, please refer to Note 4(23) to the parent company only financial statements. For the accounting items of operating revenue, please refer to Note 6(16).

Operating revenue is one of the primary indicators used to assess management’s performance and is also a matter of significant interest to users of the financial statements. As revenue from the sale of fresh egg products represents the largest proportion of the Company’s total operating revenue, we identified the existence and occurrence of revenue recognition for fresh egg products as one of the key audit matters in the current year’s audit.

Audit procedures performed

The primary audit procedures we performed in response to the above key audit matter include:

  1. To understand, evaluate, and test the effectiveness of the design and implementation of internal controls over the recognition of sales revenue.

  2. To obtain detailed listings of sales transactions and perform substantive testing by examining supporting documents, including customer orders, shipping documents, and sales invoices.

  3. To perform external confirmations of accounts receivable.

  4. To review significant sales returns and allowances occurring subsequent to year-end and examine the related supporting documentation.

Business combination under common control (organizational restructuring)

Description of the matter

For the accounting policies related to business combinations under common control (organizational restructuring), please refer to Note 4(25) to the parent company only financial statements. For the accounting items related to business combinations, please refer to Note 6(25).

On April 1, 2025, the Company acquired 51% equity interest in Fu Che Frozen Food Co., Ltd. from its parent company, Kuo Hsing Poultry & Livestock Feeds Co., Ltd. This transaction was an organizational restructuring under common control. As this represented a significant transaction during the reporting period, we identified the organizational restructuring as one of the key audit matters in the current year’s audit.

Audit procedures performed

The primary audit procedures we performed in response to the above key audit matter include:

  1. To interview management in order to understand the purpose of the organizational restructuring and the basis for determining the consideration.

  2. To review the minutes of Board meetings and the share transfer agreement, and inspect supporting documentation for the payment of the consideration.

  3. To assess the competence and objectivity of the independent experts engaged by management and review the fairness opinion issued by those experts.

4. To review the accounting treatment of the transaction and evaluate the adequacy of its presentation and disclosures in the financial statements.

21

Other matter - scope of audit

The parent company only financial statements of the Company for the year ended December 31, 2024 prior to restatement were audited by other auditors, who issued an unqualified opinion on February 18, 2025. As disclosed in Note 6(25) to the parent company only financial statements, the Company restated its parent company only financial statements for the year ended December 31, 2024 as a result of an organizational restructuring. We performed the necessary audit procedures on the 2024 financial statements of Fu Che Frozen Food Co., Ltd. and on the adjustment entries made in connection with the restatement of the parent company only financial statements. In our opinion, the aforementioned financial statements of Fu Che Frozen Food Co., Ltd. for the year ended December 31, 2024 and the related adjustment entries are fairly stated and have been appropriately accounted for.

Responsibilities of management and those charged with governance for the parent company only financial statements

The responsibilities of management are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and maintain necessary internal controls associated with the preparation in order to ensure the financial statements are free from material misstatement arising from fraud or error.

In preparing the parent company only financial statements, management is also responsible for assessing the ability of the Company in continuing as a going concern, disclosing associated matters and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease its operations, or has no realistic alternative but to do so.

Those charged with governance of the Company (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors’ report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If those amounts of misstatements, either individually or in the aggregate, could reasonably be expected to influence the economic decisions of financial statements users, they are considered material.

We have exercised professional judgment and professional skepticism when carrying out auditing work according to the Standards on Auditing of the Republic of China. We also perform the following tasks:

  1. Identify and assess the risks of material misstatement arising from fraud or error within the parent company only financial statements; design and execute appropriate counter-measures in response to those risks, and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error.

  2. Understand internal controls relevant to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by management.

22

  1. Based on the audit evidence obtained, we conclude on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists for events or conditions that may cast significant doubts on the Company’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in the notes to those statements within our audit report. If such disclosures are inadequate, we need 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 result in the Company ceasing to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately represent the underlying transactions and events.

  3. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit and the preparation of an audit opinion on the parent company only financial statements.

Matters communicated between us and the governance bodies include the planned scope and timing of the audit, and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provide governance bodies with a declaration that we have complied with the Norm regarding independence, and to communicate with them all relationships and other matters that may possibly be deemed to impair our independence (including relevant preventive measures).

From the matters communicated with governance bodies, we determine the key audit matters within the audit of the Company’s parent company only financial statements for the year ended December 31, 2025. We have clearly indicated such matters in the independent auditors’ report, unless legal regulations prohibit the public disclosure of specific items, or in extremely rare cases, where we decided not to communicate over specific items in the independent auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

The engagement partners on the audit resulting in this independent auditors’ report are A-Shen Liao and Chien-Chih Wu.

PricewaterhouseCoopers Taiwan

March 6, 2026

23

DAWUSHAN FARM TECHNOLOGY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

==> picture [444 x 329] intentionally omitted <==

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

(Restated)
December 31, 2025 December 31, 2024
Assets Note Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 93,913 4 $ 149,757 6
1150 Notes receivable, net 6(2) 3,235 - 714 -
1170 Accounts receivable, net 6(2) 226,819 9 170,800 7
1180 Accounts receivable - related parties, 6(2),7
net 46,626 2 36,755 1
1200 Other receivables 7 389 - 1,471 -
1220 Current tax assets 142 - - -
130X Inventories 6(3) 33,247 1 31,186 1
1400 Biological assets - current 6(5),7 8,855 - 11,429 -
1410 Prepayments 18,183 1 15,109 1
11XX Total current assets 431,409 17 417,221 16
Non-current assets
1550 Investments accounted for using the 6(4),7
equity method 540,474 21 571,937 22
1600 Property, plant and equipment 6(6),8 1,389,711 54 1,433,802 55
1755 Right-of-use assets 6(7),7 80,291 3 31,337 1
1780 Intangible assets 6(8) 1,016 - 48,374 2
1830 Biological assets - non-current 6(5),7 91,891 4 119,402 4
1840 Deferred tax assets 6(23) 25,958 1 3,435 -
1920 Refundable deposits 754 - 1,218 -
15XX Total non-current assets 2,130,095 83 2,209,505 84
1XXX Total assets $ 2,561,504 100 $ 2,626,726 100
----- End of picture text -----

(Continued)

24

DAWUSHAN FARM TECHNOLOGY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS-(Continued) December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

==> picture [446 x 477] intentionally omitted <==

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

(Restated)
December 31, 2025 December 31, 2024
Liabilities and Equity Note Amount % Amount %
Current liabilities
2100 Short-term loans 6(9),8 $ 310,000 12 $ - -
2130 Contract liabilities - current 6(16) 359 - 2,662 -
2150 Notes payable 100 - 100 -
2170 Accounts payable 35,317 1 63,659 3
2180 Accounts payable - related parties 7 87,650 3 55,717 2
2200 Other payables 6(10),7 95,046 4 83,238 3
2230 Current tax liabilities - - 9,116 -
2250 Provisions - current - - 3,400 -
2280 Lease liabilities - current 7 15,366 1 9,915 1
2320 Current portion of long-term loans 6(11),8 64,309 3 21,181 1
21XX Total current liabilities 608,147 24 248,988 10
Non-current liabilities
2540 Long-term loans 6(11),8 458,572 18 244,345 9
2570 Deferred tax liabilities 6(23) 659 - 270 -
2580 Lease liabilities - non-current 7 65,908 2 21,577 1
25XX Total non-current liabilities 525,139 20 266,192 10
2XXX Total liabilities 1,133,286 44 515,180 20
Equity
Share capital
3110 Common shares 6(13) 683,450 27 683,450 26
Capital surplus 6(14)
3200 Capital surplus 467,110 18 585,286 22
Retained earnings 6(15)
3310 Legal reserve 64,096 3 54,616 2
3350 Unappropriated earnings 262,575 10 420,788 16
3500 Treasury shares 6(13) ( 49,013 ) ( 2 ) ( 36,511 ) ( 1 )
35XX Predecessor interests under common
control - - 403,917 15
3XXX Total equity 1,428,218 56 2,111,546 80
Significant contingent liabilities and 9
unrecognized contract commitments
Significant disaster loss 10
3X2X Total liabilities and equity $ 2,561,504 100 $ 2,626,726 100
----- End of picture text -----

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

25

DAWUSHAN FARM TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars,

Except for earnings (loss) per share, which is expressed in New Taiwan Dollars)

==> picture [454 x 433] intentionally omitted <==

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

(Restated)
2025 2024
Item Note Amount % Amount %
4000 Operating revenue 6(16),7 $ 1,146,801 100 $ 1,185,207 100
5000 Operating costs 6(3,21,22),7 ( 989,347 ) ( 87 ) ( 884,277 ) ( 75)
5850 Gain arising from initial recognition of biological
assets and agricultural produce 44,508 4 21,200 2
5900 Gross profit 201,962 17 322,130 27
5910 Unrealized gain on sales ( 464 ) - - -
5920 Realized gain on sales - - 2,002 -
5950 Gross profit, net 201,498 17 324,132 27
Operating expenses 6(8,21,22),7
6100 Sales and marketing expenses ( 114,848 ) ( 10 ) ( 115,754 ) ( 10)
6200 General and administrative expenses ( 73,361 ) ( 6 ) ( 67,064 ) ( 5 )
6300 Research and development expenses ( 10,188 ) ( 1 ) ( 10,253 ) ( 1 )
6450 Expected credit gain (loss) 12(2) 18 - ( 119 ) -
6000 Total operating expenses ( 198,379 ) ( 17 ) ( 193,190 ) ( 16)
6900 Operating income 3,119 - 130,942 11
Non-operating income and expenses
7100 Interest income 6(17) 1,524 - 2,215 -
7010 Other income 6(18) 20,134 2 22,438 2
7020 Other gains and losses 6(19) ( 116,330 ) ( 10 ) ( 29,153 ) ( 2 )
7050 Finance costs 6(6,20),7 ( 12,514 ) ( 1 ) ( 9,289 ) ( 1 )
7070 Share of profit or loss of subsidiaries, associates 6(4)
and joint ventures accounted for using the
equity method 9,226 1 48,088 4
7000 Total non-operating income and expenses ( 97,960 ) ( 8 ) 34,299 3
7900 (Loss) income before income tax ( 94,841 ) ( 8 ) 165,241 14
7950 Income tax benefit (expense) 6(23) 22,356 2 ( 24,461 ) ( 2 )
8200 Net (loss) income ($ 72,485 ) ( 6 ) $ 140,780 12
8500 Total comprehensive (loss) income ($ 72,485 ) ( 6 ) $ 140,780 12
(Loss) earnings per share (NT$) 6(24)
9750 Earnings per share - basic ($ 1.08 ) $ 2.17
9850 Earnings per share - diluted ($ 1.08 ) $ 2.16
----- End of picture text -----

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

26

DAWUSHAN FARM TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

Retained Earnings

Retained Earnings
For the year ended December 31, 2024 (Restated)
Balance as of January 1, 2024 (Restated)
Net income for the period
Total comprehensive income for the period
Appropriation of 2023 earnings
Legal reserve
Cash dividends
Issuance of common shares for cash
Cash dividends distributed by subsidiaries before
organizational restructuring
Repurchase of treasury shares
Changes in percentage of ownership interests in
subsidiaries
Balance as of December 31, 2024 (Restated)
For the year ended December 31, 2025
Balance as of January 1, 2025 (Restated)
Net loss for the period
Total comprehensive loss for the period
Appropriation of 2024 earnings
Legal reserve
Cash dividends
Cash distribution from capital surplus
Repurchase of treasury shares
Difference between the acquisition/disposal price and
carrying amount of subsidiary equity interests
Cash dividends distributed by subsidiaries before
organizational restructuring
Effect of organizational restructuring
Balance as of December 31, 2025
Note CommonShares CapitalSurplus Legal Reserve Unappropriated
Earnings
Treasury Shares Predecessor
Interests under
Common
Control
Total Equity
6(15)
6(13,14)
6(4)
6(13)
6(4,14)
6(15)
6(14)
6(13)
6(4,14)
6(4)
6(14,25)
$ 607,500
-
-
-
-
75,950
-
-
-
$ 683,450
$ 683,450
-
-
-
-
-
-
-
-
-
$ 683,450
$ 230,350
-
-
-
-
354,940
-
-
(
4 )
$ 585,286
$ 585,286
-
-
-
-
(
67,345 )
-
-
-
(
50,831 )
$ 467,110
$ 47,408
-
-
7,208
-
-
-
-
-
$ 54,616
$ 54,616
-
-
9,480
-
-
-
-
-
-
$ 64,096
$ 401,541
94,800
94,800
(
7,208 )
(
68,345 )
-
-
-
-
$ 420,788
$ 420,788
(
80,812 )
(
80,812 )
(
9,480 )
(
67,345 )
-
-
(
576 )
-
-
$ 262,575
$ -
-
-
-
-
-
-
(
36,511 )
-
(
$ 36,511 )
(
$ 36,511 )
-
-
-
-
-
(
12,502 )
-
-
-
(
$ 49,013 )
$ 365,587
45,980
45,980
-
-
-
(
7,650 )
-
-
$ 403,917
$ 403,917
8,327
8,327
-
-
-
-
-
(
38,250 )
(
373,994 )
$ -
$1,652,386
140,780
140,780
-
(
68,345 )
430,890
(
7,650 )
(
36,511 )
(
4 )
$2,111,546
$2,111,546
(
72,485 )
(
72,485 )
-
(
67,345 )
(
67,345 )
(
12,502 )
(
576 )
(
38,250 )
(
424,825 )
$1,428,218

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

27

DAWUSHAN FARM TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

Cash flows from operating activities
(Loss) income before income tax
Adjustments
Non-cash income and expense items
Depreciation
Amortization
Expected credit (gain) loss
Interest expense
Interest income
Share of profit or loss of subsidiaries, associates and
joint ventures accounted for using the equity method
Loss on disposal of property, plant and equipment
Loss on disposal of biological assets
Disaster loss
Impairment loss on non-financial assets
Unrealized gain on sales
Realized gain on sales
Changes in operating assets and liabilities
Net changes in operating assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Biological assets - current
Prepayments
Net changes in operating liabilities
Contract liabilities - current
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Cash generated from operations
Interest received
Income tax paid
Interest paid
Net cash generated by operating activities
Cash flows from investing activities
Acquisition of investments accounted for using the equity
method
Return of shares upon liquidation of investments accounted for
using the equity method
Acquisition of biological assets - non-current
Disposal of biological assets - non-current
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Acquisition of intangible assets
Decrease in refundable deposits
Decrease in other financial assets - current
Net cash used in investing activities
Note
2025
(Restated)
2024
($ 94,841 )
$ 165,241
6(5,6,7,21)
199,915
189,911
6(8,21)
5,128
2,003
12(2)
(
18 )
119
6(20)
12,514
9,289
6(17)
(
1,524 ) (
2,215 )
6(4)
(
9,226 ) (
48,088 )
6(19)
1,138
2,602
6(19)
60,670
15,671
6(19)
35,970
-
6(19)
-
4,739
6(4)
464
-
6(4)
-
(
2,002 )
(
2,521 )
3,225
(
56,001 )
50,974
(
9,871 )
-
1,082
1,451
(
2,061 ) (
11,014 )
(
8,855 ) (
114,307 )
(
3,074 ) (
5,843 )
(
2,303 )
2,538
(
28,342 )
29,454
31,933
(
43,204 )
5,043
11,717
-
485
135,220
262,746
1,524
2,254
(
9,036 ) (
43,127 )
(
12,191) (
9,633)
115,517
212,240
6(4,25)
(
384,100 ) (
86,000 )
6(4)
2,999
-
(
138,581 ) (
42,501 )
15,335
6,542
6(26)
(
75,570 ) (
133,399 )
931
-
6(8)
(
95 ) (
351 )
464
1,180
-
100,428
(
578,617) (
154,101)

(Continued)

28

DAWUSHAN FARM TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS-(Continued) For the Years Ended December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

Cash flows from financing activities
Increase in short-term loans
Decrease in short-term loans
Proceeds from long-term loans
Repayment of long-term loans
Repayment of lease principal
Cost of treasury shares repurchased
Issuance of common shares for cash
Distribution of cash dividends and cash distribution from
capital surplus
Net cash generated by (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Note
2025
(Restated)
2024
6(27)
$ 837,000
$ 10,000
6(27)
(
527,000 ) (
76,000 )
6(27)
300,000
-
6(27)
(
42,645 ) (
357,464 )
6(27)
(
12,907 ) (
9,532 )
6(13)
(
12,502 ) (
36,511 )
6(13)
-
430,890
6(14,15)
(
134,690) (
68,345)
407,256
(
106,962)
(
55,844 ) (
48,823 )
6(1)
149,757
198,580
6(1)
$ 93,913
$ 149,757

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

(Concluded)

29

Attachment 5: 2025 Earnings Distribution Table

Dawushan Farm Technology Co., Ltd. 2025 Earnings Distribution Table

==> picture [454 x 205] intentionally omitted <==

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

Items Amount
Unappropriated earnings, beginning balance 343,962,315
Less: Effect of organizational restructuring ( 8,327,885 )
Less: Difference between the acquisition/disposal price and
( 576,037 )
carrying amount of subsidiary equity interests
Less: Net loss for 2025 ( 72,484,413 )
Distributable earnings for current period 262,573,980
Unappropriated earnings, ending balance 262,573,980
----- End of picture text -----

Chairperson: Feng-Chun Lin Manager: Shang-Chiang Wei Accounting Officer: Hsiao-Hui Fang

30

Attachment 6: Comparison Table of Amendments to Procedures for Endorsements and

Guarantees

Dawushan Farm Technology Co., Ltd.

Comparison Table of Amendments to Procedures for Endorsements and Guarantees

==> picture [454 x 559] intentionally omitted <==

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

After Amendment Before Amendment Description
Issuing Department: Finance and Issuing Department: Administration
Accounting Department Department
The Procedures for Endorsements and The Procedures for Endorsements and To amend the wording
Guarantees (the “Procedures”) are Guarantees (the “Procedures”) are
established in accordance with Article established in accordance with Article
36-1 of the Securities and Exchange Act 36-1 of the Securities and Exchange Act
and the Regulations Governing Loaning (the “Act”) and the Regulations
of Funds and Making of Governing Loaning of Funds and
Endorsements/Guarantees by Public Making of Endorsements/Guarantees
Companies (the “Regulations”) by Public Companies (the
promulgated by the competent “Regulations”) promulgated by the
authority. competent authority.
Article 2 Scope of Application Article 2 Scope of Application Pursuant to Article 13 of
1. Where the Company makes 1. Where the Company makes the Regulations
endorsements or provides endorsements or provides Governing Loaning of
Funds and Making of
guarantees for others, such activities guarantees for others, such activities
Endorsements/Guarantees
shall be handled in accordance with shall be handled in accordance with
the Procedures, unless otherwise the Procedures, unless otherwise by Public Companies
provided by laws or regulations, in provided by laws or regulations, in
which case such provisions shall which case such provisions shall
prevail. prevail.
2. Where any subsidiary intends to 2. Where any subsidiary in which the
make endorsements or provide Company directly or indirectly holds
guarantees for others, it shall more than 50% of the voting shares
establish its own procedures for intends to make endorsements or
endorsements and guarantees in provide guarantees for others, it shall
accordance with the Regulations establish its own procedures for
and the Procedures. However, if the endorsements and guarantees in
Regulations or the Procedures accordance with the Regulations and
conflict with the laws or regulations the Procedures. However, if the
of the jurisdiction where the Regulations or the Procedures
subsidiary is located, the local laws conflict with the laws or regulations
and regulations shall prevail. of the jurisdiction where the
subsidiary is located, the local laws
and regulations shall prevail.
Article 4 Scope of Endorsements and Article 4 Scope of Endorsements and Pursuant to Article 4 of
Guarantees Guarantees the Regulations
Governing Loaning of
(Omitted) (Omitted)
Funds and Making of
Where the Company provides movable
Endorsements/Guarantees
or immovable property as collateral for
’ by Public Companies
another company s borrowings by
creating a pledge or mortgage, such
----- End of picture text -----

31

After Amendment Before Amendment Description
arrangements shall also be handled in
accordance with the Procedures.
Article 5 Eligible Counterparties for
Endorsements and Guarantees
(Omitted)
3. The restrictions set forth in the
preceding two paragraphs shall not
apply where endorsements and
guarantees are made by all investing
shareholders, in proportion to their
respective
shareholding
percentages, for a company in
which they have jointly invested.
(Omitted)








Article 5 Eligible Counterparties for
Endorsements and Guarantees
(Omitted)
3. The restrictions set forth in the
preceding two paragraphs shall not
apply where endorsements and
guarantees
are
made
between
companies in the same industry or
among
joint
constructors
for
construction projects, as required
under contractual arrangements;by
all
investing
shareholders,
in
proportion
to
their
respective
shareholding percentages, for a
company in which they have jointly
invested; or among companies in the
same
industry
engaged
in
performance guarantees for pre-sale
housing transactions in accordance
with the Consumer Protection Act.
(Omitted)
















Amended in accordance
with the Company’s line
of business
Article 6 Limits on Endorsements and
Guarantees
1. The
aggregate
amount
of
endorsements
and
guarantees
provided by the Company to others
shall not exceed the Company’s net
worth.
2. The amount of endorsements and
guarantees
provided
by
the
Company to any single counterparty
shall not exceed the Company’s net
worth.
3. The
aggregate
amount
of
endorsements
and
guarantees
provided by the Company and its
subsidiaries as a whole to others
shall not exceed the Company’s net
worth.
4. The
aggregate
amount
of
endorsements
and
guarantees
provided by the Company and its
subsidiaries as a whole to any single
enterprise shall not exceed the
Company’s net worth.
5. Where
endorsements
and
guarantees are made due to business
relationships,
in
addition
to
complying with the aforementioned
limits,the amount shall not exceed
























Article 6 Limits on Endorsements and
Guarantees
1. The
aggregate
amount
of
endorsements
and
guarantees
provided by the Company to others
shall not exceed49% ofthe
Company’s net worth.
2. The amount of endorsements and
guarantees
provided
by
the
Company to any single counterparty
shall not exceed49% ofthe
Company’s net worth.
3. The
aggregate
amount
of
endorsements
and
guarantees
provided by the Company and its
subsidiaries as a whole to others
shall not exceed49% ofthe
Company’s net worth.
4. The
aggregate
amount
of
endorsements
and
guarantees
provided by the Company and its
subsidiaries as a whole to any single
enterprise shall not exceed49% of
the Company’s net worth.
5. Where endorsements and guarantees
are
made
due
to
business
relationships,
in
addition
to
complying with the aforementioned
limits,the amount shall not exceed























Increase of limits on
endorsements
and
guarantees
based
on
actual operational needs:
(1) Necessity:
To
accommodate
the
operational
growth
and
increasing
financing needs of
subsidiaries.
By
providing guarantees
for subsidiaries, the
Company can secure
better
borrowing
terms,
including
higher credit limits or
lower funding costs;
therefore,
such
increase is necessary.
(2) Reasonableness: The
total assets of the
subsidiaries Fu Che
Frozen
Food,
Dawushan Ise Foods,
and Tai Da Eggs are
NT$1.2
billion,
NT$500 million, and
NT$600
million,
respectively,
with
debt ratios of 58%,

32

After Amendment Before Amendment Description
6.
7.
the
total
transaction
amount
between the Company and the
counterparty in the most recent
fiscal year or the current fiscal year
up to the time of the endorsement or
guarantee
(the
higher
of
the
purchase or sales amount between
the two parties).
The aforementioned net worth shall
be based on the most recent
financial statements audited or
reviewed by a certified public
accountant.
Where the aggregate amount of















the total transaction amount between
the Company and the counterparty in
the most recent fiscal year or the
current fiscal year up to the time of
the endorsement or guarantee (the
higher of the purchase or sales
amount between the two parties).
6. The aforementioned net worth shall
be based on the most recent financial
statements audited or reviewed by a
certified public accountant.









54%, and 56%, and
credit
lines
of
NT$700
million,
NT$500 million, and
NT$0,
respectively.
The current limit on
endorsements
and
guarantees is 49% of
the
net
worth
(approximately
NT$700
million).
Considering the scale
and
financial
structure
of
the
subsidiaries
and
referring to industry
standards,
pre-
emptively increasing
the limit to 100% of
the
net
worth
(approximately
NT$1.4 billion) for
future
use
is
considered
reasonable.
Pursuant to Article 12 of
the
Regulations
Governing Loaning of
Funds and Making of
Endorsements/Guarantees
by Public Companies

endorsements
and
guarantees

reaches 50% or more of the
Company’s net worth, the necessity

and reasonableness thereof shall be
explained at the shareholders’

meeting.
Article 7 Procedures for Handling
Endorsements and Guarantees
1. Level of Approval Authority
(Omitted)
(4)The independent directors’
opinionsshall be fully
considered when making
endorsements and guarantees
for others. Any dissenting or
qualified opinions expressed by
an independent director shall be
recorded in the minutes of the
Board meeting.
2. When handling endorsements and
guarantees, the in-charge unit shall,
together
with
the
finance
department,
conduct
credit
investigations and due diligence on
the counterparty, assess the risks
involved,
and
prepare
written
evaluation records.The evaluation









Article 7 Procedures for Handling
Endorsements and Guarantees
1. Level of Approval Authority
(Omitted)
(4)If the Company has established
independent directors, their
opinionsshall be fully
considered when making
endorsements and guarantees
for others. Any dissenting or
qualified opinions expressed by
an independent director shall be
recorded in the minutes of the
Board meeting.
2. When handling endorsements and
guarantees, the in-charge unit shall,
together
with
the
finance
department,
conduct
credit
investigations and due diligence on
the counterparty, assess the risks
involved,
and
prepare
written
evaluation records.The evaluation









To amend the wording

33

After Amendment Before Amendment Before Amendment Before Amendment Description
shall include the necessity and
reasonableness of the endorsement
or guarantee; where endorsements
and guarantees are made due to
business relationships, whether the
amount is commensurate with the
transaction volume; the impact on
the Company’s operational risk,
financial position, and shareholders’
equity;
and
whether
collateral
should be obtained and the valuation
of such collateral.
3. The
finance
department
shall
establish
a
“logbook
for
endorsements and guarantees,” in
which all relevant details of the
guarantees undertaken shall be
recorded
in
detail.
Relevant
negotiable instruments, agreements,
and supporting documents shall be
properly maintained.
(Omitted)


















shall include the necessity and
reasonableness of the endorsement
or guarantee; where endorsements
and guarantees are made due to
business relationships, whether the
amount is commensurate with the
transaction volume; the impact on
the Company’s operational risk,
financial position, and shareholders’
equity; and whether collateral should
be obtained and the valuation of such
collateral.
3. The
finance
department
shall
establish
a
“logbook
for
endorsements and guarantees, in
which all relevant details of the
guarantees undertaken shall be
recorded
in
detail.
Relevant
negotiable instruments, agreements,
and supporting documents shall be
properly maintained.
(Omitted)

















Article 9 Public Disclosure Article 9 Public Disclosure
After Public Offering)
(Applicable
To
amend
transitional
wording
Article 12 Miscellaneous
1. The
Procedures,
and
any
amendments
thereto,
shall
be
approved bythe Audit Committee
andthe Board of Directors, and
reported
to
the
shareholders’
meeting for approval prior to
implementation. Where any director
expresses a dissenting opinion that
is contained in a record or made in a
written declaration, the Company
shallreportsuch dissenting opinion
to the shareholders’ meeting for
discussion.
2. The independent directors’ opinions
shall be fully considered, and their
consenting or dissenting opinions,
together with the reasons therefor,
shall be recorded in the Board
meeting minutes.
3. For subsidiaries to which the
Procedures
apply
pursuant
to
Article 2, the procedures for
endorsements
and
guarantees
established by such subsidiaries
shall be approved by their respective
boards of directors; the same shall























Article 12 Miscellaneous
1. The
Procedures,
and
any
amendments
thereto,
shall
be
approved by the Board of Directors,
submitted to the supervisors,and
reported
to
the
shareholders’
meeting for approval prior to
implementation. Where any director
expresses a dissenting opinion that is
contained in a record or made in a
written declaration, the Company
shallsubmitsuch dissenting opinion
to
the
supervisors
and
the
shareholders’
meeting
for
discussion.
2. Where the Company has established
independent directors, theiropinions
shall be fully considered, and their
consenting or dissenting opinions,
together with the reasons therefor,
shall be recorded in the Board
meeting minutes.
3. For subsidiaries to which the
Procedures apply pursuant to Article
2, the procedures for endorsements
and guarantees established by such
subsidiaries shall be approved by
their respective boards of directors;
the same shall apply to any

























To amend the terms to
align
with
the
establishment of the Audit
Committee in place of
supervisors

independent directors, theiropinions
shall be fully considered, and their
consenting or dissenting opinions,
together with the reasons therefor,
shall be recorded in the Board
meeting minutes.
For subsidiaries to which the
Procedures apply pursuant to Article
2, the procedures for endorsements
and guarantees established by such
subsidiaries shall be approved by
their respective boards of directors;
the same shall apply to any

34

==> picture [454 x 409] intentionally omitted <==

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

After Amendment Before Amendment Description
apply to any amendments thereto. amendments thereto.
4. The adoption or amendment of the 4. Where the Company has established
Procedures shall require the an Audit Committee, the adoption or
approval of more than one-half of amendment of the Procedures shall
all members of the Audit Committee require the approval of more than
and shall be submitted to the Board one-half of all members of the Audit
of Directors for resolution. If Committee and shall be submitted to
approval by more than one-half of the Board of Directors for
all members of the Audit Committee resolution. If approval by more than
is not obtained, the Procedures may one-half of all members of the Audit
be approved by more than two- Committee is not obtained, the
thirds of all directors, and the Procedures may be approved by
resolution of the Audit Committee more than two-thirds of all directors,
shall be recorded in the Board and the resolution of the Audit
meeting minutes. The term “all Committee shall be recorded in the
members of the Audit Committee” Board meeting minutes. The term
and “all directors” as referred to “all members of the Audit
above shall be calculated based on Committee” and “all directors” as
the number of persons actually in referred to above shall be calculated
office. based on the number of persons
actually in office.
5. Originally adopted on April 27,
2020
First amended adopted on May 17,
2023
Article 13 To add the date of current
amendment
The Procedures were established on
April 27, 2020.
First amendment on May 17, 2023.
Second amendment on May 22, 2026.
----- End of picture text -----

35

Attachment 7: Comparison Table of Amendments to Rules of Procedure for Shareholders’ Meetings

Dawushan Farm Technology Co., Ltd.

Comparison Table of Amendments to Rules of Procedure for Shareholders’ Meetings

After Amendment Before Amendment Description Article 3 (Convening of Shareholders’ Article 3 (Convening of Shareholders’ Amended in Meetings and Meeting Notices) Meetings and Meeting Notices) accordance with the Sample (Omitted) (Omitted) Template for When the Company convenes a shareholders’ meeting by video conference, “XXX Co., Ltd. Rules of unless otherwise provided for in the Procedure for Regulations Governing the Administration of Shareholders Shareholder Services of Public Companies, Meetings” and such meeting shall be stipulated in the Article 6 of the Articles of Incorporation and approved by a “Regulations resolution of the Board of Directors. Governing Furthermore, a resolution to hold a video shareholders’ meeting shall be passed by a Content and Compliance majority of the directors present at a meeting attended by two-thirds or more of the total Requirements for number of directors. Shareholders’ Any change to the method of convening a Any change to the method of convening a Meeting shareholders’ meeting shall be resolved by shareholders’ meeting shall be resolved by Agenda the Board of Directors and shall be made no the Board of Directors and shall be made no Handbooks of later than the dispatch of the notice of the later than the dispatch of the notice of the Public shareholders’ meeting. shareholders’ meeting. Companies.”

The Company shall, at least thirty (30) days After the Company becomes a public prior to a regular shareholders’ meeting or company, it shall, at least thirty (30) days fifteen (15) days prior to a special prior to a regular shareholders’ meeting or shareholders’ meeting, produce electronic fifteen (15) days prior to a special files of the meeting notice, proxy forms, and shareholders’ meeting, produce electronic the subject matters and explanatory materials files of the meeting notice, proxy forms, and for each agenda item, including matters for the subject matters and explanatory materials ratification, discussion, and the election or for each agenda item, including matters for dismissal of directors, as well as the ratification, discussion, and the election or shareholders’ meeting handbook and dismissal of directors, and upload them to the supplementary materials, and upload them to Market Observation Post System. In the Market Observation Post System. At least addition, electronic files of the shareholders’ fifteen (15) days prior to the shareholders’ meeting handbook and supplementary meeting, the Company shall prepare the materials shall be uploaded to the Market shareholders’ meeting handbook and Observation Post System at least twenty-one supplementary materials, make them (21) days prior to a regular shareholders’ available for shareholders’ inspection at any meeting or fifteen (15) days prior to a special time, and display them at the Company and shareholders’ meeting. At least fifteen (15) its appointed shareholder services agent. days prior to the shareholders’ meeting, the shareholders’ meeting handbook and (Omitted) supplementary materials shall be prepared and made available for shareholders’ inspection at any time, and shall be displayed

36

After Amendment Before Amendment Description at the Company and its appointed shareholder services agent, and distributed at the meeting venue. (Omitted) Article 4 Article 4 To amend the wording (Omitted) (Omitted) After a proxy form has been delivered to the After a proxy form has been delivered to the Company, if the shareholder intends to attend Company, if the shareholder intends to attend the shareholders’ meeting by video the shareholders’ meeting by video conference, the shareholder shall notify the conference, the shareholder shall notify the Company in writing to revoke the proxy at Company in writing to revoke the proxy at least two (2) days prior to the shareholders’ least two (2) days prior to the shareholders’ meeting; otherwise, the voting rights meeting; otherwise, the voting rights exercised by the proxy shall prevail. exercised by the proxy shall prevail. (Omitted) (Omitted) Article 6 (Preparation of Documents Such as Article 6 (Preparation of Documents Such as To amend the Attendance Register) Attendance Register) terms to align with the (Omitted) (Omitted) establishment The Company shall prepare an attendance The Company shall prepare an attendance of the Audit register for shareholders to sign, or register for shareholders to sign, or Committee in shareholders attending the meeting may shareholders attending the meeting may place of submit a sign-in card in lieu thereof. submit a sign-in card in lieu thereof. supervisors The Company shall provide the meeting The Company shall provide the meeting handbook, annual report, attendance card, handbook, annual report, attendance card, speaking slips, voting ballots, and other speaking slips, voting ballots, and other meeting materials to shareholders attending meeting materials to shareholders attending the meeting. Where directors are to be the meeting. Where directors or supervisors elected, separate ballots shall also be are to be elected, separate ballots shall also provided. be provided. (Omitted) (Omitted) Article 6-1 (Matters to be Specified in the Article 6-1 (Matters to be Specified in the Amended in Notice for a Video Conference Notice for a Video Conference accordance Shareholders’ Meeting) Shareholders’ Meeting) with the Sample Template for (Omitted) (Omitted) “XXX Co., Ltd. 3. Where a video conference shareholders’ 3. Where a video conference shareholders’ Rules of meeting is convened, appropriate alternative meeting is convened, appropriate alternative Procedure for measures for shareholders who have measures for shareholders who have Shareholders difficulty participating by video conference difficulty participating by video conference Meetings” shall be specified. Except for the shall be specified. circumstances set forth in Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and shall specify the period during which shareholders may apply to the Company and other relevant matters to be noted.

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After Amendment Before Amendment Description Article 7 (Chairperson and Attendees at Article 7 (Chairperson and Attendees at To amend the Shareholders’ Meetings) Shareholders’ Meetings) terms to align with the (Omitted) (Omitted) establishment For a shareholders’ meeting convened by the For a shareholders’ meeting convened by the of the Audit Board of Directors, the Chairperson should Board of Directors, the Chairperson should Committee in preside over the meeting in person. It is preside over the meeting in person. It is place of advisable that a majority of the directors advisable that a majority of the directors supervisors attend in person, together with at least one attend in person, together with at least one independent director, and that at least one supervisor, and that at least one member of member of each functional committee be each functional committee be present. The present. The attendance shall be recorded in attendance shall be recorded in the minutes the minutes of the shareholders’ meeting. of the shareholders’ meeting. (Omitted) (Omitted) Article 9 Article 9 Revised the

Revised the wording Amended in accordance with the Sample Template for “XXX Co., Ltd. Rules of Procedure for Shareholders Meetings”

Attendance at a shareholders’ meeting shall Attendance at a shareholders’ meeting shall be calculated based on the number of shares. be calculated based on the number of shares. The number of shares represented by The number of shares represented by shareholders present shall be calculated shareholders present shall be calculated based on the attendance register or sign-in based on the attendance register or sign-in cards submitted, together with the number of cards submitted, together with the number of shares checked in on the video conference shares checked in on the video conference platform and the number of shares for which platform and the number of shares for which voting rights are exercised in writing or by voting rights are exercised in writing or by electronic means. electronic means.

At the scheduled time for the meeting, the At the scheduled time for the meeting, the chairperson shall call the meeting to order chairperson shall call the meeting to order and announce the number of shares without and announce relevant information, voting rights and the number of shares including the number of shares without represented by shareholders present. voting rights and the number of shares represented by shareholders present. (Omitted) (Omitted) Article 10 (Discussion of Proposals) Article 10 (Discussion of Proposals)

Article 10 (Discussion of Proposals) Article 10 (Discussion of Proposals) A transitional phrase; the Where a shareholders’ meeting is convened Where a shareholders’ meeting is convened Company has by the Board of Directors, the agenda shall by the Board of Directors, the agenda shall become a listed be set by the Board of Directors. All be set by the Board of Directors. After the proposals (including extemporary motions Company’s shares are registered for trading company and amendments to original proposals) shall on the Emerging Stock Board, all proposals be put to a vote on a case-by-case basis. The (including extemporary motions and meeting shall proceed in accordance with the amendments to original proposals) shall be scheduled agenda and shall not be changed put to a vote on a case-by-case basis. The without a resolution of the shareholders’ meeting shall proceed in accordance with the meeting. scheduled agenda and shall not be changed without a resolution of the shareholders’ (Omitted) meeting. (Omitted) Article 13 Article 13 Amended in accordance (Omitted) (Omitted) Where an agenda item for a shareholders’ with the Sample Template for meeting involves the election of directors “XXX Co., Ltd. and the number of candidates exceeds the Rules of

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After Amendment Before Amendment Description number of seats to be elected, a proposal for Procedure for the dismissal of directors, or proposals Shareholders specified in Articles 185 or 316 of the Meetings” Company Act, or Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, the chairperson is advised to appoint legal counsel, a certified public accountant, or a notary public as a scrutineer.

The persons appointed by the chairperson pursuant to the preceding paragraph shall not be those responsible for matters related to the voting procedures, nor shall they be directors, managers, or employees of the Company or its affiliates.

The scrutineers shall supervise the voting and vote-counting processes and sign the tally sheet of the election results.

If scrutineers are appointed in accordance with Paragraph 8, the minutes of the shareholders’ meeting shall specify the names and job titles of the scrutineers.

(Omitted)

Where the Company convenes a hybrid Where the Company convenes a hybrid shareholders’ meeting, shareholders who shareholders’ meeting, shareholders, have registered to attend the meeting by solicitors, or proxies who have registered to video conference in accordance with Article attend the meeting by video conference in 6 but intend to attend the physical meeting in accordance with Article 6 but intend to attend person shall revoke such registration in the the physical meeting in person shall revoke same manner at least two (2) days prior to the such registration in the same manner at least meeting; otherwise, they may attend only by two (2) days prior to the meeting; otherwise, video conference. they may attend only by video conference. (Omitted) (Omitted) Article 14 (Election Matters) Article 14 (Election Matters) To amend the terms to align Where the shareholders’ meeting involves Where the shareholders’ meeting involves with the the election of directors, such election shall the election of directors, such election shall establishment be conducted in accordance with the relevant be conducted in accordance with the relevant of the Audit election rules adopted by the Company, and election rules adopted by the Company, and Committee in the results shall be announced on-site, the results shall be announced on-site, including the list of elected directors and the including the list of elected directors and place of number of votes received by each, as well as supervisors and the number of votes received supervisors the list of unelected candidates and the by each, as well as the list of unelected number of votes received by each. candidates and the number of votes received by each. (Omitted) (Omitted) Article 15 Article 15 Amended in accordance (Omitted) (Omitted) with the Sample Where a shareholders’ meeting is held by Where a shareholders’ meeting is held by Template for video conference, the minutes shall, in video conference, the minutes shall, in “XXX Co., Ltd. addition to the matters set forth in the addition to the matters set forth in the Rules of preceding paragraph, also record the start and preceding paragraph, also record the start and Procedure for

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After Amendment

Before Amendment

Description

end times of the meeting, the method of end times of the meeting, the method of Shareholders convening the meeting, the names of the convening the meeting, the names of the Meetings” chairperson and the minute-taker, and the chairperson and the minute-taker, the handling procedures and outcomes in the alternative measures provided to event of disruptions to the video conference shareholders who have difficulty platform or participation due to natural participating by video conference, and the disasters, accidents, or other force majeure handling procedures and outcomes in the events. event of disruptions to the video conference Where the Company convenes a platform or participation due to force ’ meeting by video conference, shareholders’ meeting by video conference, majeure events.

Where the Company convenes a shareholders’ meeting by video conference, in addition to complying with the provisions of the preceding paragraph, the Company shall specify in the minutes of the shareholders’ meeting the alternative measures provided for shareholders who have difficulty participating by video conference.

Amended in accordance with the Sample Template for “XXX Co., Ltd. Rules of Procedure for Shareholders Meetings”

Article 16 (Public Announcement)

Article 16 (Public Announcement)

The number of shares solicited by solicitors, The number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares represented by and the number of shares represented by proxies, and the number of shares shareholders attending by written or represented by shareholders attending by electronic means shall be compiled by the written or electronic means shall be compiled Company into a statistical table in the by the Company into a statistical table in the prescribed format and clearly displayed at prescribed format and clearly displayed at the meeting venue on the day of the the meeting venue on the day of the shareholders’ meeting. Where the shareholders’ meeting. Where the shareholders’ meeting is held by video shareholders’ meeting is held by video conference, the Company shall upload the conference, the Company shall upload the foregoing information to the video foregoing information to the video conference platform at least thirty (30) conference platform at least thirty (30) minutes prior to the start of the meeting and minutes prior to the start of the meeting and shall continue to disclose such information shall continue to disclose such information until the meeting concludes. until the meeting concludes.

Where the Company convenes a Where the Company convenes a shareholders’ meeting by video conference, shareholders’ meeting by video conference, it shall disclose the total number of voting it shall disclose the total number of voting rights represented by shareholders present on rights represented by shareholders present on the video conference platform at the time the the video conference platform at the time the chairperson calls the meeting to order. chairperson calls the meeting to order. Subsequent updates to the number of shares Subsequent updates to the number of voting and voting rights represented, if any, shall rights represented, if any, shall also be also be disclosed. disclosed.

Where any resolution of the shareholders’ Where any resolution of the shareholders’ meeting constitutes material information meeting constitutes material information under applicable laws and regulations or the under applicable laws and regulations or the rules of the Taiwan Stock Exchange rules of the Taiwan Stock Exchange Corporation, the Company shall, within the Corporation (or the Taipei Exchange,) the prescribed time period, upload the relevant Company shall, within the prescribed time information to the Market Observation Post period, upload the relevant information to the System. Market Observation Post System.

Article 17 (Maintenance of Order at the Article 17 (Maintenance of Order at the Revised wording

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After Amendment Before Amendment Description Meeting) Meeting) Amended in accordance (Omitted) (Omitted) with the Sample Where sound amplification equipment is Template for provided at the meeting venue, shareholders “XXX Co., Ltd. shall use the equipment provided by the Rules of Company when speaking; otherwise, the Procedure for chairperson may stop such speech. Shareholders Where a shareholder violates the Rules, Where a shareholder violates the Rules, Meetings” refuses to comply with the chairperson’s refuses to comply with the chairperson’s instructions, and disrupts the meeting despite instructions, and disrupts the meeting despite being stopped, the chairperson may direct being stopped, the chairperson may direct marshals or security personnel to escort such marshals or security personnel to remove shareholder from the meeting venue. such shareholder from the meeting venue. Article 21 (Handling of Disconnection) Article 21 (Handling of Communication Amended in Disruptions and Digital Divide accordance (Omitted) Among Shareholders) with the Sample Template for (Omitted) “XXX Co., Ltd. Where a shareholders’ meeting is held by Where a shareholders’ meeting is held by Rules of video conference, the chairperson shall, upon video conference, the chairperson shall, upon Procedure for calling the meeting to order, additionally calling the meeting to order, additionally Shareholders announce that, except in circumstances announce that, except in circumstances Meetings” where no postponement or continuation of where no postponement or continuation of the meeting is required as set forth in the meeting is required as set forth in Article Paragraph 4 of Article 44-20 of the 44-20 of the Regulations Governing the Regulations Governing the Administration of Administration of Shareholder Services of Shareholder Services of Public Companies, Public Companies, if, prior to the declaration if, prior to the declaration of adjournment, of adjournment, a force majeure event causes natural disasters, accidents, or other force orce disruption to the video conference platform majeure events cause disruption to the video or to participation via video conference for a conference platform or to participation via continuous period of thirty (30) minutes or video conference for a continuous period of more, the meeting shall be postponed to or thirty (30) minutes or more, the meeting shall continued, in which case Article 182 of the be postponed to or continued on another date on another date Company Act shall not apply.

Where a shareholders’ meeting is held by video conference, the chairperson shall, upon calling the meeting to order, additionally announce that, except in circumstances where no postponement or continuation of the meeting is required as set forth in Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if, prior to the declaration of adjournment, natural disasters, accidents, or other force orce majeure events cause disruption to the video conference platform or to participation via video conference for a continuous period of thirty (30) minutes or more, the meeting shall be postponed to or continued on another date on another date within five (5) days, in which case Article 182 of the Company Act shall not apply.

Where a meeting is to be postponed or continued as described in the preceding paragraph, shareholders who did not register to participate in the original meeting by video conference shall not participate in the postponed or continued meeting.

Where a meeting is postponed or continued pursuant to Paragraph 2, for shareholders who have registered to participate in the original shareholders’ meeting by video conference and completed the check-in process but do not participate in the postponed or continued meeting, the number of shares represented by their attendance and the number of voting rights and election rights exercised at the original shareholders’ meeting shall be included in the total number

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After Amendment Before Amendment Description of shares, voting rights, and election rights represented by shareholders present at the postponed or continued meeting. Where a shareholders’ meeting is postponed or continued in accordance with Paragraph 2, Where a shareholders’ meeting is postponed any proposals for which voting and vote or continued in accordance with the counting have been completed and the voting preceding paragraph, any proposals for results or the list of elected directors have which voting and vote counting have been been announced shall not be subject to recompleted and the voting results or the list of discussion or re-resolution. elected directors and supervisors have been Where the Company convenes a hybrid announced shall not be subject to reshareholders’ meeting and the circumstances discussion or re-resolution. described in Paragraph 2 occur such that the video conference cannot be continued, if the total number of shares represented by shareholders present, after deducting the number of shares represented by shareholders attending via video conference, still meets the statutory quorum for the meeting, the meeting shall continue, and there is no requirement to postpone or continue the meeting in accordance with Paragraph 2.

Under the circumstances where the meeting continues as described in the preceding paragraph, the shares represented by shareholders participating via video conference shall be included in the total number of shares represented by shareholders present; however, such shareholders shall be deemed to have waived their voting rights with respect to all proposals at the said meeting.

Where the Company postpones or continues a shareholders’ meeting pursuant to Paragraph 2, it shall handle relevant matters in accordance with Paragraph 7 of Article 4420 of the Regulations Governing the Administration of Shareholder Services of Public Companies, based on the original date of the shareholders’ meeting and in accordance with the applicable provisions thereof.

For the periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, as well as Paragraph 2 of Article 44-5, Article 44-15,

Where the Company postpones or continues a shareholders’ meeting pursuant to Paragraph 2, it shall handle relevant matters in accordance with Paragraph 4 of Article 4420 of the Regulations Governing the Administration of Shareholder Services of Public Companies, based on the original date of the shareholders’ meeting and in accordance with the applicable provisions thereof. Shareholders recorded in the shareholders’ register as of the book closure date for the original meeting shall be entitled to attend the postponed or continued meeting.

For the periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, as well as

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After Amendment

Before Amendment

Description

and Paragraph 1 of Article 44-17 of the Paragraph 2 of Article 44-5, Article 44-15, Regulations Governing the Administration of and Paragraph 1 of Article 44-17 of the Shareholder Services of Public Companies, Regulations Governing the Administration of the Company shall handle such matters based Shareholder Services of Public Companies, on the date of the postponed or continued the Company shall handle such matters based meeting in accordance with Paragraph 2. on the date of the postponed or continued meeting in accordance with Paragraph 2. Where the Company convenes a hybrid shareholders’ meeting and the video conference cannot continue as described in Paragraph 2, if, after deducting the number of shares represented by shareholders attending via video conference, the remaining number of shares present still meets the statutory quorum, the meeting may proceed without postponement or continuation under Paragraph 2. Where the Company convenes a shareholders’ meeting by video conference, it shall provide appropriate alternative measures for shareholders who have difficulty attending the meeting via video conference. Article 22 (Handling of the Digital Divide) (N/A) Amended in accordance Where the Company convenes a with the Sample shareholders’ meeting by video conference, Template for it shall provide appropriate alternative measures for shareholders who have “XXX Co., Ltd. Rules of difficulty attending the meeting via video Procedure for conference. Except in the circumstances set Shareholders forth in Paragraph 6 of Article 44-9 of the Meetings” Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and shall specify the period during which shareholders may apply to the Company and other relevant matters to be noted. Article 23 Article 22 Amended the article number The Rules shall take effect upon approval by The Rules shall take effect upon approval by the shareholders’ meeting, and the same shall the shareholders’ meeting, and the same shall apply to any amendments hereto. apply to any amendments hereto. Adopted on April 27, 2020 Adopted on April 27, 2020 To add the date First amendment on May 6, 2021 First amendment on May 6, 2021 of current Second amendment on April 28, 2022 Second amendment on April 28, 2022 amendment Third amendment on May 17, 2023 Third amendment on May 17, 2023 Fourth amendment on May 22, 2026

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Dawushan Farm Technology Co., Ltd. 2026 Annual Shareholders’ Meeting

Appendix

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Appendix 1: Articles of Incorporation

Dawushan Farm Technology Co., Ltd.

Articles of Incorporation

Chapter 1 General Provisions

  • Article 1: The Company is incorporated in accordance with the Company Act under the name of “Dawushan Farm Technology Co., Ltd. The English name of the Company is DAWUSHAN FARM TECHNOLOGY CO., LTD.

  • Article 2: The business scope of the Company is as follows:

  • 01 A102050 Crop Cultivation Service

  • 02 A401010 Livestock Farm Management

  • 03 A401020 Livestock and Poultry Raising

  • 04 A401040 Livestock Services

  • 05 C101010 Slaughtering 06 C103050 Manufacture of Canned, Frozen, Dehydrated, and Preserved Foods 07 C104020 Manufacture of Bakery and Steamed Food Products 08 C199030 Manufacture of Ready-to-Eat Meals 09 C199990 Manufacture of Other Food Products Not Elsewhere Classified 10 C801110 Manufacture of Fertilizers 11 F101040 Wholesale of Livestock and Poultry 12 F101130 Wholesale of Vegetables and Fruits 13 F101990 Wholesale of Other Agricultural, Livestock, and Aquatic Products 14 F102170 Wholesale of Food Products and Sundries 15 F103010 Wholesale of Animal Feed 16 F107050 Wholesale of Fertilizers 17 F201010 Retail Sale of Agricultural Products 18 F201020 Retail Sale of Livestock Products 19 F201990 Retail Sale of Other Agricultural, Livestock, and Aquatic Products

  • 20 F202010 Retail Sale of Animal Feed 21 F203010 Retail Sale of Food Products and Beverages 22 F207050 Retail Sale of Fertilizers 23 F401010 International Trade 24 J101030 Waste Disposal Services 25 J101040 Waste Treatment Services 26 ZZ99999 In addition to the permitted business activities, the Company may engage in any business not prohibited or restricted by laws and regulations.

  • Article 3: The Company shall establish its head office in Pingtung County. When necessary, the Company may, by a resolution of the Board of Directors, establish branch offices within or outside the territory of the Republic of China. The establishment, alteration, or abolishment of such branch offices shall be conducted in accordance with resolutions of the Board of Directors.

  • Article 4: The public announcements of the Company shall be made in accordance with the Company Act and the regulations of the competent authority.

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  • Article 5: The Company may provide endorsements and guarantees to external parties as required by its business operations or investment relationships.

  • Article 5-1: The Company may, as required for its business operations, make reinvestments. The total amount of such reinvestments shall not be subject to the restriction set forth in Article 13 of the Company Act, which provides that the total reinvestment amount shall not exceed forty percent (40%) of the Company’s paid-in capital.

Chapter 2 Shares

  • Article 6: The total authorized capital of the Company is set at NT$1,000,000,000, divided into 100,000,000 shares at a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in installments. Of the total authorized capital set forth in the preceding paragraph, NT$50,000,000, consisting of 5,000,000 shares at a par value of NT$10 per share, is reserved for the issuance of employee stock options. The Board of Directors is authorized to issue such shares in installments in accordance with applicable laws and regulations.

  • Article 7: All shares certificates of the Company shall be in registered form. They shall be signed or sealed by a director representing the Company, and issued after certification by a bank legally authorized to act as a certifying institution for share issuance.

The Company may, in accordance with the Company Act, elect not to issue share certificates; provided that its shares are registered with a centralized securities depository institution.

  • Article 7-1: Changes to the shareholders’ register shall be handled in accordance with Article 165 of the Company Act.

  • Article 8: Unless otherwise provided by applicable laws and regulations, all shareholder services matters of the Company shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies.”

Chapter 3 Shareholders’ Meetings

  • Article 9: Shareholders’ meetings of the Company shall be of two types: regular meetings and special meetings. Regular meetings shall be convened at least once each year by the Board of Directors within six months after the close of each fiscal year in accordance with applicable laws and regulations. Special meetings shall be convened as necessary in accordance with applicable laws and regulations.

The procedures for convening and giving public notice of shareholders’ meetings shall be handled in accordance with Article 172 of the Company Act.

The notice of a shareholders’ meeting may be given in electronic form with the prior consent of the recipient.

The Company may hold shareholders’ meetings by means of a video conference or other methods as prescribed by the central competent authority.

A shareholders’ meeting convened by the Board of Directors shall be chaired by the Chairperson of the Board. In the absence of the Chairperson, the meeting shall be handled in accordance with Article 208 of the Company Act. Where a shareholders’ meeting is convened by a person having the convening authority other than the Board of Directors, such person shall act as the chairperson of the meeting; where there are two or more such persons, they shall elect one among themselves to serve as the chairperson.

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  • Article 10: A shareholder who is unable to attend a shareholders’ meeting for any reason may appoint a proxy to attend the meeting by executing a proxy form specifying the scope of authorization. The rules governing proxy attendance at shareholders’ meetings shall, in addition to Article 177 of the Company Act, be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority.

  • Article 11: Except as otherwise provided in Article 179 of the Company Act, each share of the Company shall carry one voting right.

  • Article 12: Unless otherwise provided by the Company Act, resolutions of a shareholders’ meeting shall be adopted by a majority of the voting rights represented by the shareholders present at the meeting, at which shareholders representing more than one-half of the total number of issued shares are present.

When the Company convenes a shareholders’ meeting, shareholders may exercise their voting rights in writing or by electronic means and the method of exercising such voting rights shall be specified in the meeting notice.

In accordance with the regulations of the competent authority, the Company is required to adopt electronic means as one of the methods for shareholders to exercise their voting rights. Shareholders who exercise their voting rights by electronic means shall be deemed to have attended the meeting in person, and all related matters shall be handled in accordance with applicable laws and regulations.

  • Article 13: Resolutions of a shareholders’ meeting shall be recorded in the meeting minutes, which shall be signed or sealed by the chairperson of the meeting. The minutes shall be distributed to all shareholders within twenty (20) days after the meeting in accordance with the Company Act and the regulations of the competent authority. The distribution of the minutes referred to in the preceding paragraph may be made by way of public notice.

Chapter 4 Directors and Functional Committees

Article 14: The Company shall have five to seven directors, of whom the number of independent directors shall be no fewer than three and shall not be less than one-third of the total number of directors. The term of office shall be three years, and directors may be re-elected for consecutive terms.

The election of directors shall be conducted through the candidate nomination system in accordance with Article 192-1 of the Company Act. Shareholders shall elect directors from the list of nominated candidates. Independent directors and non-independent directors shall be elected concurrently, with the number of elected seats calculated separately.

The professional qualifications, shareholding requirements, restrictions on concurrent positions, nomination and election procedures, and other matters concerning independent directors shall be handled in accordance with the regulations of the competent authority.

The Board of Directors may establish various functional committees. Each functional committee shall adopt its own organizational charter, which shall take effect upon the approval of the Board of Directors.

The Audit Committee shall be composed of all independent directors. The exercise of power, rules of procedure, and other compliance matters of the Audit Committee shall be separately prescribed in its charter.

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Where the term of office of directors expires and re-election is not completed in time, their duties shall be extended until the newly elected directors assume office. However, the competent authority may, on its own initiative, require the Company to conduct a re-election within a specified time limit; if no re-election is conducted by the deadline, the incumbent directors shall be automatically discharged upon the expiration of such time limit.

  • Article 15: The Board of Directors shall be composed of the directors. The Chairperson of the Board shall be elected from among the directors by a resolution passed by a majority of the directors present at a meeting attended by two-thirds or more of the total number of directors. The Chairperson shall represent the Company externally and shall conduct all affairs of the Company in accordance with applicable laws and regulations, the Articles of Incorporation, and the resolutions of the shareholders’ meetings and the Board of Directors.

  • Article 15-1: The Company may, during the term of office of its directors, purchase liability insurance for directors in respect of liabilities arising from the performance of their duties in accordance with applicable laws.

  • Article 16: The Company’s business policies and other important matters, except those required by the Company Act or the Articles of Incorporation to be resolved by the shareholders’ meeting, shall be resolved by the Board of Directors. Except for the first meeting of each term, which shall be convened in accordance with Article 203 of the Company Act, all meetings of the Board of Directors shall be convened and chaired by the Chairperson. Where the Chairperson is on leave or unable to exercise his/her powers for any reason, a proxy shall act in accordance with Article 208 of the Company Act. The convening of meetings of the Board of Directors shall be handled in accordance with Article 204 of the Company Act. Notice of a Board meeting may be given in writing, by facsimile, or by electronic mail (e-mail).

  • Article 17: Unless otherwise provided by the Company Act, meetings of the Board of Directors shall be attended by a majority of the directors, and resolutions shall be adopted by a majority of the attending directors. A director who is unable to attend a meeting for any reason may appoint another director as proxy by executing a proxy form specifying the scope of authorization pertaining to the reasons for convening the meeting; provided that each director may act as proxy for only one other director. Where a Board meeting is conducted by video conference, directors participating in the meeting by such means shall be deemed to have attended in person.

  • Article 18: The remuneration of the directors shall be determined by the Board of Directors with reference to their level of participation in the Company’s operations, their contributions, and prevailing industry standards. The Company may also pay appropriate transportation expenses or other allowances, provided that independent directors shall not participate in the distribution of directors’ remuneration.

Chapter 5 Managers

  • Article 19: The Company may appoint managers. The appointment, dismissal, and remuneration of managers shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

  • Article 20: At the end of each fiscal year, the Board of Directors shall prepare (1) the business report; (2) the financial statements; and (3) the proposals for profit distribution or loss offsetting, and shall submit the same to the annual shareholders’ meeting for ratification in accordance with applicable laws and regulations.

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  • Article 21: If the Company reports a profit for a fiscal year (profit being defined as pre-tax income before deducting compensation to employees and remuneration to directors), remuneration to directors and compensation to employees shall be appropriated according to the following percentages: 1) Remuneration to directors: shall not exceed four percent (4%) of profit and 2) Compensation to employees: shall be between four to ten percent (4% to 10%) of profit, of which no less than two percent (2%) of such profit shall be allocated to compensation to non-managerial employees. However, if the Company has accumulated losses, an amount sufficient to cover such losses shall first be reserved, after which compensation to employees and remuneration to directors shall be allocated in accordance with the percentages set forth in the preceding paragraph. The distribution of the compensation to employees and remuneration to directors shall be reported to the shareholders’ meeting.

The aforementioned employee compensation may be distributed in cash or shares.

The employees to whom the Company distributes employee compensation, issues restricted employee shares, grants employee stock options, issues new shares for subscription, and transfers treasury shares may include employees of controlled or affiliated companies who meet certain conditions, which shall be determined by the Board of Directors.

  • Article 21-1: If the Company reports a profit for a fiscal year, after payment of taxes and offsetting accumulated losses, ten percent (10%) of the remaining balance shall be set aside as legal reserve; provided that this requirement shall not apply where the legal reserve has reached the Company’s paid-in capital. The remaining amount shall be further appropriated or reversed as special reserve in accordance with the Company’s operational needs and applicable laws and regulations. The remaining balance, together with any accumulated undistributed earnings from previous years, shall be used by the Board of Directors to prepare a proposal for the distribution of earnings. Where such distribution is to be made in cash, it shall be resolved by the Board of Directors in accordance with Paragraph 5 of Article 240 of the Company Act and reported to the shareholders’ meeting.

  • The Company’s dividend policy shall take into account its current and future development plans, investment environment, capital requirements, domestic and international competitions, and shareholders’ interests. The Company shall distribute no less than ten percent (10%) of the distributable earnings for the current year as dividends to shareholders; provided that the Company may resolve not to distribute dividends if the accumulated distributable earnings are less than ten percent (10%) of the paid-in capital. Dividends may be distributed in cash or in shares, of which the cash portion shall not be less than ten percent (10%) of the total dividends distributed.

  • Article 22: In accordance with Article 241 of the Company Act, the Company may distribute all or part of its legal reserve and capital reserve to shareholders, in proportion to their shareholdings, in the form of new shares or cash. Such distribution shall be proposed by the Board of Directors and effected upon approval by the shareholders’ meeting.

Chapter 7 Supplementary Provisions

  • Article 23: Any matters not provided for in the Articles of Incorporation shall be governed by the Company Act.

  • Article 24: The Articles of Incorporation were adopted on December 22, 2006 First Amendment on March 2, 2011 Second Amendment on December 1, 2011

  • Third Amendment on March 20, 2012

49

Fourth Amendment on July 5, 2012 Fifth Amendment on July 15, 2012 Sixth Amendment on February 20, 2013 Seventh Amendment on March 20, 2015 Eighth Amendment on July 22, 2015 Ninth Amendment on November 1, 2017 Tenth Amendment on June 28, 2019 Eleventh Amendment on June 9, 2020 Twelfth Amendment on December 30, 2021 Thirteenth Amendment on June 23, 2022 Fourteenth Amendment on May 17, 2023 Fifteenth Amendment on May 31, 2024 Sixteenth Amendment on May 20, 2025

Dawushan Farm Technology Co., Ltd.

Chairperson: Lin Feng-Chun

50

Appendix 2: Rules of Procedure for Shareholders’ Meetings (Before Amendment)

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

Article 1 The Rules are adopted in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for the purpose of establishing a sound governance framework for the Company’s shareholders’ meetings, strengthening supervisory functions, and enhancing management efficiency, and shall be complied with accordingly. Article 2 Unless otherwise provided by applicable laws and regulations or the Articles of Incorporation, the rules of procedure for the Company’s shareholders’ meetings shall be governed by the Rules.

Article 3 (Convening of Shareholders’ Meetings and Meeting Notices)

Unless otherwise provided by applicable laws and regulations, shareholders’ meetings of the Company shall be convened by the Board of Directors.

Any change to the method of convening a shareholders’ meeting shall be resolved by the Board of Directors and shall be made no later than the dispatch of the notice of the shareholders’ meeting.

After the Company becomes a public company, it shall, at least thirty (30) days prior to a regular shareholders’ meeting or fifteen (15) days prior to a special shareholders’ meeting, produce electronic files of the meeting notice, proxy forms, and the subject matters and explanatory materials for each agenda item, including matters for ratification, discussion, and the election or dismissal of directors, and upload them to the Market Observation Post System. In addition, electronic files of the shareholders’ meeting handbook and supplementary materials shall be uploaded to the Market Observation Post System at least twenty-one (21) days prior to a regular shareholders’ meeting or fifteen (15) days prior to a special shareholders’ meeting. At least fifteen (15) days prior to the shareholders’ meeting, the shareholders’ meeting handbook and supplementary materials shall be prepared and made available for shareholders’ inspection at any time, and shall be displayed at the Company and its appointed shareholder services agent, and distributed at the meeting venue.

The notice and public notice shall specify the reasons for convening the meeting. The notice of a shareholders’ meeting may be given in electronic form with the prior consent of the recipient.

The election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for cessation of public offering, permission for directors to engage in competing business, capitalization of earnings, capitalization of reserves, dissolution, merger, demerger, or any matters set forth in Paragraph 1 of Article 185 of the Company Act, Article 261 or Article 43-6 of the Securities and Exchange Act, or Article 56-1 or Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the reasons for convening the meeting, with the principal content explained, and shall not be raised by way of extemporary motion.

Where the reasons for convening a shareholders’ meeting specifies a general re-election of directors and the date of assumption of office, such date shall not, after the completion of such re-election at the meeting, be changed at the same meeting by way of extemporary motion or otherwise.

51

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

A shareholder holding one percent (1%) or more of the total number of issued shares may submit a written proposal for a regular shareholders’ meeting. Proposals in excess of one item shall not be included in the agenda. Where a shareholder proposal falls under any of the circumstances set forth in Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors may exclude such proposal from the agenda. Shareholders may submit a proposal for the purpose of urging the Company to promote the public interest or fulfill its social responsibilities. Such proposals shall comply with Article 172-1 of the Company Act, and any proposal exceeding one item shall not be included in the agenda.

The Company shall, prior to the book closure date for the regular shareholders’ meeting, publicly announce the acceptance of shareholder proposals, including the method of submission (in writing or by electronic means), the place of acceptance, and the acceptance period. The acceptance period shall not be less than ten (10) days.

Shareholder proposals shall be limited to three hundred (300) words. Proposals exceeding such limit shall not be included in the agenda. The proposing shareholder shall attend the regular shareholders’ meeting in person or by proxy and participate in the discussion of the proposal.

The Company shall, prior to the date of the notice of the shareholders’ meeting, notify proposing shareholders of the disposition of their proposals, and include proposals that comply with this Article in the meeting notice. For proposals not included in the agenda, the Board of Directors shall explain the reasons at the shareholders’ meeting.

  • Article 4 A shareholder may, for each shareholders’ meeting, appoint a proxy to attend the meeting on the shareholder’s behalf by executing a proxy form issued by the Company specifying the scope of authorization.

A shareholder shall appoint only one proxy and shall execute only one proxy form, which shall be delivered to the Company at least five (5) days prior to the shareholders’ meeting. In the event that duplicate proxy forms are received, the one received earliest shall prevail unless a declaration is made to revoke the prior proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the shareholders’ meeting in person or to exercise voting rights in writing or by electronic means, the shareholder shall notify the Company in writing to revoke the proxy at least two (2) days prior to the shareholders’ meeting; otherwise, the voting rights exercised by the proxy shall prevail.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the shareholders’ meeting by video conference, the shareholder shall notify the Company in writing to revoke the proxy at least two (2) days prior to the shareholders’ meeting; otherwise, the voting rights exercised by the proxy shall prevail.

Article 5 (Principles for the Venue and Time of Shareholders’ Meetings)

The shareholders’ meeting shall be held at the Company’s premises or at a place convenient for shareholders to attend and suitable for holding such meeting. The meeting shall not commence earlier than 9:00 a.m. nor later than 3:00 p.m. The venue and time of the meeting shall be determined with due consideration given to the opinions of the independent directors.

Where the Company convenes a shareholders’ meeting by video conference, the restrictions on the meeting venue set forth in the preceding paragraph shall not apply.

52

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

Article 6 (Preparation of Documents Such as Attendance Register)

The Company shall specify in the notice of the shareholders’ meeting the time and place for check-in of shareholders, solicitors, and proxies (hereinafter collectively referred to as “shareholders”), as well as other matters to be noted.

Check-in of shareholders shall commence at least thirty (30) minutes prior to the start of the meeting. The check-in counter shall be clearly marked and staffed with sufficient and competent personnel. For a shareholders’ meeting held by video conference, check-in shall be accepted on the video conference platform at least thirty (30) minutes prior to the start of the meeting. Shareholders who complete the check-in process shall be deemed to have attended the shareholders’ meeting in person.

Shareholders shall attend the shareholders’ meeting by presenting an attendance card, sign-in card, or other proof of attendance. The Company shall not impose additional requirements for the submission of further identification documents. Solicitors soliciting proxy forms shall present identification documents for verification.

The Company shall prepare an attendance register for shareholders to sign, or shareholders attending the meeting may submit a sign-in card in lieu thereof.

The Company shall provide the meeting handbook, annual report, attendance card, speaking slips, voting ballots, and other meeting materials to shareholders attending the meeting. Where directors or supervisors are to be elected, separate ballots shall also be provided.

Where a shareholder is the government or a juristic person, more than one representative may attend the shareholders’ meeting. However, where a juristic person is appointed as a proxy, it may designate only one person to attend on its behalf.

Where a shareholders’ meeting is held by video conference, shareholders who intend to attend by video conference shall register with the Company at least two (2) days prior to the meeting.

Where a shareholders’ meeting is held by video conference, the Company shall upload the meeting handbook, annual report, and other relevant materials to the video conference platform at least thirty (30) minutes prior to the start of the meeting and shall continue to disclose such materials until the meeting concludes.

Article 6-1 (Matters to be Specified in the Notice for a Video Conference Shareholders’ Meeting)

Where the Company convenes a shareholders’ meeting by video conference, the following matters shall be specified in the notice of the shareholders’ meeting:

  1. The methods by which shareholders may participate in the video conference and exercise their rights.

  2. The procedures for handling disruptions to the video conference platform or participation by video due to natural disasters, accidents, or other force majeure events, including at least the following:

  3. (1) The time at which such disruption cannot be resolved and the meeting must be postponed or continued, and the date of such postponed or continued meeting;

  4. (2) Shareholders who did not register to participate in the original meeting by video conference shall not participate in the postponed or continued meeting;

53

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings
  • (3) In a hybrid shareholders’ meeting, if the video conference cannot be continued and the number of shares present, after deducting the number of shares represented by shareholders attending via video conference, still meets the statutory quorum, the meeting shall continue. The shares represented by shareholders attending via video conference shall be included in the total number of shares represented by shareholders present, but such shareholders shall be deemed to have waived their voting rights with respect to all proposals at the said meeting;

  • (4) Procedures for handling cases where all agenda items have been resolved and no extemporary motions have been raised.

  • Where a video conference shareholders’ meeting is convened, appropriate alternative measures for shareholders who have difficulty participating by video conference shall be specified.

Article 7 (Chairperson and Attendees at Shareholders’ Meetings)

Where a shareholders’ meeting is convened by the Board of Directors, the Chairperson of the Board shall serve as the chairperson of the meeting. Where the Chairperson is on leave or unable to exercise his/her powers for any reason, he/she shall designate a director to act on his/her behalf. If no such designation is made, the directors shall elect one from among themselves to act as chairperson.

Where the chairperson referred to in the preceding paragraph is a director acting as proxy, such person shall be a managing director or a director who has served for at least six (6) months and is familiar with the Company’s financial and business conditions. The same shall apply where the chairperson is a representative of a juristic-person director. For a shareholders’ meeting convened by the Board of Directors, the Chairperson should preside over the meeting in person. It is advisable that a majority of the directors attend in person, together with at least one supervisor, and that at least one member of each functional committee be present. The attendance shall be recorded in the minutes of the shareholders’ meeting.

Where a shareholders’ meeting is convened by a person having convening authority other than the Board of Directors, such person shall serve as the chairperson of the meeting. Where there are two or more such persons, they shall elect one from among themselves to serve as chairperson.

The Company may invite its legal counsel, certified public accountants, or related personnel to attend the shareholders’ meeting as non-voting participants.

Article 8 (Audio and Video Recording of Shareholders’ Meetings)

The Company shall make a continuous and uninterrupted audio and video recording of the entire process of shareholder check-in, meeting proceedings, and vote counting, commencing from the time check-in for the meeting begins.

The recordings referred to in the preceding paragraph shall be retained for at least one (1) year. If a shareholder initiates litigation pursuant to Article 189 of the Company Act, such recordings shall be retained until the conclusion of such litigation.

Where a shareholders’ meeting is held by video conference, the Company shall record and retain data relating to shareholders’ sign-up, registration, check-in, questions, voting, and vote counting results, and shall make a continuous and uninterrupted audio and video recording of the entire meeting.

54

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

The data and recordings referred to in the preceding paragraph shall be properly retained by the Company for the duration of its existence, and the audio and video recordings shall be provided to the party entrusted with handling the video conference for retention.

Where a shareholders’ meeting is held by video conference, the Company should also make audio and video recordings of the back-end operating interface of the video conference platform.

Article 9 Attendance at a shareholders’ meeting shall be calculated based on the number of shares. The number of shares represented by shareholders present shall be calculated based on the attendance register or sign-in cards submitted, together with the number of shares checked in on the video conference platform and the number of shares for which voting rights are exercised in writing or by electronic means.

At the scheduled time for the meeting, the chairperson shall call the meeting to order and announce relevant information, including the number of shares without voting rights and the number of shares represented by shareholders present.

Where shareholders representing more than one-half of the total number of issued shares are not present, the chairperson may postpone the meeting; provided that such postponement shall not exceed two (2) times and the total time of postponement shall not exceed one (1) hour. If, after two postponements, the number of shares represented by shareholders present still does not reach one-third of the total number of issued shares, the chairperson shall declare a failure to form a quorum. Where the shareholders’ meeting is held by video conference, the Company shall also announce such failure on the video conference platform.

Where, after two postponements, the number of shares represented by shareholders present reaches one-third or more of the total number of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of the Company Act, and all shareholders shall be notified of such tentative resolution, and another shareholders’ meeting shall be convened within one (1) month. Where the shareholders’ meeting is held by video conference, shareholders intending to attend by video conference shall re-register with the Company in accordance with Article 6.

Before the conclusion of the meeting, if the number of shares represented by shareholders present reaches a majority of the total number of issued shares, the chairperson may submit any tentative resolution for a vote at the shareholders’ meeting in accordance with Article 174 of the Company Act.

Article 10 (Discussion of Proposals)

Where a shareholders’ meeting is convened by the Board of Directors, the agenda shall be set by the Board of Directors. After the Company’s shares are registered for trading on the Emerging Stock Board, all proposals (including extemporary motions and amendments to original proposals) shall be put to a vote on a case-by-case basis. The meeting shall proceed in accordance with the scheduled agenda and shall not be changed without a resolution of the shareholders’ meeting.

Where a shareholders’ meeting is convened by a person having convening authority other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

55

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

Before all agenda items (including extemporary motions) set forth in the preceding two paragraphs have been completed, the chairperson shall not adjourn the meeting without a resolution. If the chairperson adjourns the meeting in violation of the Rules, the other members of the Board of Directors shall promptly assist the attending shareholders in electing, in accordance with statutory procedures and by a majority of the voting rights represented by the shareholders present, one person to serve as chairperson and continue the meeting.

The chairperson shall provide sufficient opportunity for explanation and discussion of each agenda item and any amendments or extemporary motions proposed by shareholders. When the chairperson considers that a matter has been sufficiently discussed to be put to a vote, he or she may declare the discussion closed, submit the matter to a vote, and allow adequate time for voting.

Article 11 (Shareholder Speech)

Before speaking, a shareholder present shall complete a speaking slip specifying the summary of the speech, the shareholder account number (or attendance card number), and the account name. The chairperson shall determine the order of speeches.

A shareholder who submits a speaking slip but does not speak shall be deemed to have waived the right to speak. Where the content of the speech differs from that stated on the speaking slip, the actual speech shall prevail.

For the same proposal, each shareholder may speak no more than twice unless otherwise permitted by the chairperson, and each speech shall not exceed five (5) minutes. Where a shareholder’s speech violates the provisions or exceeds the scope of the agenda item, the chairperson may stop such speech.

While a shareholder is speaking, other shareholders shall not interrupt unless they have obtained the consent of both the chairperson and the speaking shareholder. Any violation shall be stopped by the chairperson.

Where a juristic-person shareholder appoints two or more representatives to attend the shareholders’ meeting, only one representative may be designated to speak on the same proposal.

After a shareholder has spoken, the chairperson may respond in person or designate relevant personnel to respond.

Where a shareholders’ meeting is held by video conference, shareholders attending by video conference may submit questions in text form via the video conference platform from the time the chairperson calls the meeting to order until the meeting is adjourned. For each proposal, a shareholder may submit no more than two (2) questions, each limited to two hundred (200) words. The provisions of Paragraphs 1 through 5 shall not apply.

Where the questions referred to in the preceding paragraph do not violate the provisions and do not exceed the scope of the proposal, such questions should be disclosed on the video conference platform.

56

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

Article 12 (Calculation of Voting Shares and Recusal)

Voting at a shareholders’ meeting shall be calculated based on the number of shares.

Shares held by shareholders without voting rights shall not be counted in the total number of issued shares for purposes of resolutions of the shareholders’ meeting.

Where a shareholder has a potential conflict of interest in a matter under consideration at the meeting that may be prejudicial to the interests of the Company, such shareholder shall not participate in voting and shall not exercise voting rights on behalf of another shareholder.

The number of shares for which voting rights may not be exercised pursuant to the preceding paragraph shall not be counted in the number of voting rights represented by shareholders present.

Except for trust enterprises or shareholder services agents approved by the securities regulatory authority, where one person acts as proxy for two or more shareholders, the voting rights represented shall not exceed three percent (3%) of the total voting rights of the issued shares. Any excess portion shall be disregarded.

  • Article 13 Each shareholder shall have one (1) voting right per share; provided that this shall not apply to shares with restricted or no voting rights as set forth in Paragraph 2 of Article 179 of the Company Act.

When the Company convenes a shareholders’ meeting, it may adopt a written method for the exercise of voting rights, or, after its shares are registered for trading on the Emerging Stock Board, an electronic method. Where voting rights are exercised in writing or by electronic means, the method of exercise shall be specified in the notice of the shareholders’ meeting. Shareholders who exercise their voting rights in writing or by electronic means shall be deemed to have attended the shareholders’ meeting in person. However, with respect to extemporary motions and amendments to original proposals at such meeting, such shareholders shall be deemed to have waived their voting rights; accordingly, the Company should avoid proposing extemporary motions or amendments to original proposals.

For shareholders exercising voting rights in writing or by electronic means as referred to in the preceding paragraph, their declaration of intent shall be delivered to the Company at least two (2) days prior to the shareholders’ meeting. In the event of duplicate declarations, the one first received shall prevail, unless a prior declaration has been revoked.

Where a shareholder who has exercised voting rights in writing or by electronic means intends to attend the shareholders’ meeting in person or by video conference, such shareholder shall revoke the prior declaration of intent in the same manner as the exercise of voting rights at least two (2) days prior to the meeting; otherwise, the voting rights exercised in writing or by electronic means shall prevail. Where a shareholder has exercised voting rights in writing or by electronic means and has also appointed a proxy to attend the meeting, the voting rights exercised by the proxy shall prevail.

Unless otherwise provided by the Company Act or the Articles of Incorporation, resolutions shall be adopted by a majority of the voting rights represented by the shareholders present. At the time of voting, the chairperson or a person designated by the chairperson shall announce the total number of voting rights represented by the shareholders present, and shareholders shall vote on each proposal. On the day of the shareholders’ meeting, the results of approval, disapproval, and abstention shall be entered into the Market Observation Post System.

57

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

Where there are amendments or alternative proposals to the same proposal, the chairperson shall determine the order of voting together with the original proposal. Where any proposal has been approved, the other proposals shall be deemed rejected and no further voting shall be required.

The personnel responsible for monitoring and counting votes on resolutions shall be appointed by the chairperson; provided that the scrutineers shall be shareholders.

The counting of votes for resolutions or elections shall be conducted openly at the meeting venue. Upon completion of the vote count, the results, including the number of voting rights, shall be announced on-site and recorded.

Where the Company convenes a shareholders’ meeting by video conference, shareholders attending by video conference shall, after the chairperson calls the meeting to order, vote on all proposals and election matters through the video conference platform and shall complete voting before the chairperson announces the close of voting. Votes cast after the deadline shall be deemed waived.

For shareholders’ meetings held by video conference, a one-time tally of votes shall be conducted after the chairperson announces the close of voting, and the results of both the resolutions and the elections shall be announced.

Where the Company convenes a hybrid shareholders’ meeting, shareholders, solicitors, or proxies who have registered to attend the meeting by video conference in accordance with Article 6 but intend to attend the physical meeting in person shall revoke such registration in the same manner at least two (2) days prior to the meeting; otherwise, they may attend only by video conference.

Where a shareholder has exercised voting rights in writing or by electronic means and has not revoked such declaration, and participates in the shareholders’ meeting by video conference, such shareholder may not vote again on the original proposals, propose amendments thereto, or vote on such amendments, except with respect to extemporary motions.

Article 14 (Election Matters)

Where the shareholders’ meeting involves the election of directors, such election shall be conducted in accordance with the relevant election rules adopted by the Company, and the results shall be announced on-site, including the list of elected directors and supervisors and the number of votes received by each, as well as the list of unelected candidates and the number of votes received by each.

The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the scrutineers, properly retained, and kept for at least one (1) year. If a shareholder initiates litigation pursuant to Article 189 of the Company Act, such ballots shall be retained until the conclusion of such litigation.

Article 15 Resolutions of a shareholders’ meeting shall be recorded in the meeting minutes, which shall be signed or sealed by the chairperson of the meeting. The minutes shall be distributed to all shareholders within twenty (20) days after the meeting. The preparation and distribution of the minutes may be made in electronic form.

The distribution of the minutes referred to in the preceding paragraph may be made by way of public notice through the Market Observation Post System.

58

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

The minutes shall accurately record the year, month, and day of the meeting, the place of the meeting, the name of the chairperson, the method of adopting resolutions, a summary of the proceedings, and the results thereof (including the number of voting rights). Where directors are elected, the number of votes received by each candidate shall be disclosed. The minutes shall be retained permanently during the existence of the Company.

Where a shareholders’ meeting is held by video conference, the minutes shall, in addition to the matters set forth in the preceding paragraph, also record the start and end times of the meeting, the method of convening the meeting, the names of the chairperson and the minute-taker, the alternative measures provided to shareholders who have difficulty participating by video conference, and the handling procedures and outcomes in the event of disruptions to the video conference platform or participation due to force majeure events.

Article 16 (Public Announcement)

The number of shares solicited by solicitors, and the number of shares represented by proxies, and the number of shares represented by shareholders attending by written or electronic means shall be compiled by the Company into a statistical table in the prescribed format and clearly displayed at the meeting venue on the day of the shareholders’ meeting. Where the shareholders’ meeting is held by video conference, the Company shall upload the foregoing information to the video conference platform at least thirty (30) minutes prior to the start of the meeting and shall continue to disclose such information until the meeting concludes.

Where the Company convenes a shareholders’ meeting by video conference, it shall disclose the total number of voting rights represented by shareholders present on the video conference platform at the time the chairperson calls the meeting to order. Subsequent updates to the number of voting rights represented, if any, shall also be disclosed.

Where any resolution of the shareholders’ meeting constitutes material information under applicable laws and regulations or the rules of the Taiwan Stock Exchange Corporation (or the Taipei Exchange,) the Company shall, within the prescribed time period, upload the relevant information to the Market Observation Post System.

  • Article 17 (Maintenance of Order at the Meeting)

Personnel handling the affairs of the shareholders’ meeting shall wear identification badges or armbands.

The chairperson may direct marshals or security personnel to assist in maintaining order at the meeting venue. Such marshals or security personnel shall wear armbands or identification badges bearing the word “Marshal.”

Where sound amplification equipment is provided at the meeting venue, shareholders shall use the equipment provided by the Company when speaking; otherwise, the chairperson may stop such speech.

Where a shareholder violates the Rules, refuses to comply with the chairperson’s instructions, and disrupts the meeting despite being stopped, the chairperson may direct marshals or security personnel to remove such shareholder from the meeting venue.

59

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

Article 18 (Recess and Continuation of the Meeting)

During the meeting, the chairperson may, at his/her discretion, announce a recess. In the event of force majeure, the chairperson may order a temporary suspension of the meeting and, depending on the circumstances, announce the time for continuation of the meeting. continuation

Where the scheduled agenda of the shareholders’ meeting (including extemporary motions) has not been concluded and the meeting venue is no longer available, the shareholders’ meeting may resolve to relocate to another venue and continue the meeting.

The shareholders’ meeting may, in accordance with Article 182 of the Company Act, resolve to postpone or continue the meeting within five (5) days.

Article 19 (Disclosure for Video Conference Shareholders’ Meetings)

Where a shareholders’ meeting is held by video conference, the Company shall, immediately after the close of voting, disclose the voting results for each proposal and the results of any elections on the video conference platform in accordance with applicable regulations, and shall continue to disclose such results for at least fifteen (15) minutes after the chairperson announces the adjournment of the meeting.

Article 20 (Location of Chairperson and Minute-Taker for Video Conference Shareholders’ Meetings)

Where the Company convenes a shareholders’ meeting by video conference, the chairperson and the minute-taker shall be located at the same place within the territory of the Republic of China, and the chairperson shall announce the address of such location at the commencement of the meeting.

Article 21 (Handling of Communication Disruptions and Digital Divide Among Shareholders)

Where a shareholders’ meeting is held by video conference, the Company may provide shareholders with a simple connection test prior to the meeting and shall provide real-time support before and during the meeting to assist in resolving technical communication issues.

Where a shareholders’ meeting is held by video conference, the chairperson shall, upon calling the meeting to order, additionally announce that, except in circumstances where no postponement or continuation of the meeting is required as set forth in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if, prior to the declaration of adjournment, a force majeure event causes disruption to the video conference platform or to participation via video conference for a continuous period of thirty (30) minutes or more, the meeting shall be postponed to or continued, in which case Article 182 of the Company Act shall not apply.

Where a shareholders’ meeting is postponed or continued in accordance with the preceding paragraph, any proposals for which voting and vote counting have been completed and the voting results or the list of elected directors and supervisors have been announced shall not be subject to re-discussion or re-resolution.

60

Document Number GM-02 Document Name
Issuing Unit Administration
Department
Rules of Procedure for Shareholders’ Meetings

Where the Company postpones or continues a shareholders’ meeting pursuant to Paragraph 2, it shall handle relevant matters in accordance with Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, based on the original date of the shareholders’ meeting and in accordance with the applicable provisions thereof. Shareholders recorded in the shareholders’ register as of the book closure date for the original meeting shall be entitled to attend the postponed or continued meeting.

For the periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, as well as Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 4417 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle such matters based on the date of the postponed or continued meeting in accordance with Paragraph 2.

Where the Company convenes a hybrid shareholders’ meeting and the video conference cannot continue as described in Paragraph 2, if, after deducting the number of shares represented by shareholders attending via video conference, the remaining number of shares present still meets the statutory quorum, the meeting may proceed without postponement or continuation under Paragraph 2.

Where the Company convenes a shareholders’ meeting by video conference, it shall provide appropriate alternative measures for shareholders who have difficulty attending the meeting via video conference.

Article 22 The Rules shall take effect upon approval by the shareholders’ meeting, and the same shall apply to any amendments hereto. Adopted on April 27, 2020 First Amendment on August 25, 2021 Second Amendment on April 28, 2022 Third Amendment on May 17, 2023

61

Appendix 3: The Procedures for Endorsements and Guarantees (Before Amendment)

Document Number M-005 Document Title
Issuing Unit Administration
Department
Procedures for Endorsements and Guarantees

Article 1 Legal Basis

The Procedures for Endorsements and Guarantees (the “Procedures”) are established in accordance with Article 36-1 of the Securities and Exchange Act (the “Act”) and the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies (the “Regulations”) promulgated by the competent authority.

Article 2 Scope of Application

  1. Where the Company makes endorsements or provides guarantees for others, such activities shall be handled in accordance with the Procedures, unless otherwise provided by laws or regulations, in which case such provisions shall prevail.

  2. Where any subsidiary in which the Company directly or indirectly holds more than 50% of the voting shares intends to make endorsements or provide guarantees for others, it shall establish its own procedures for endorsements and guarantees in accordance with the Regulations and the Procedures. However, if the Regulations or the Procedures conflict with the laws or regulations of the jurisdiction where the subsidiary is located, the local laws and regulations shall prevail.

Article 3 Definitions

  1. Unless otherwise defined herein, the terms “subsidiary” and “parent company” in the Procedures shall be defined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  2. The term “net worth” as used in the Procedures refers to the equity attributable to owners of the parent in the balance sheet prepared in accordance with the regulations governing the preparation of financial reports.

  3. The term “public announcement and filing” refers to the submission of information to the information reporting website designated by the Financial Supervisory Commission.

  4. The term “date of occurrence” refers to the earliest of the contract signing date, the payment date, the date of Board of Directors resolution, or any other date sufficient to determine the counterparty and transaction amount.

Article 4 Scope of Endorsements and Guarantees

The term “endorsements and guarantees” as used in the Procedures refers to the following:

  1. Financing endorsements and guarantees, including:

  2. (1) Financing through the discounting of notes/bills receivable.

  3. (2) Endorsements or guarantees made for the purpose of financing another company, including the creation of pledges or mortgages on movable or immovable property as collateral for loans of another company.

  4. (3) Issuance of negotiable instruments by the Company to non-financial enterprises as security for the Company’s own financing.

62

Document Number M-005 Document Title
Issuing Unit Administration
Department
Procedures for Endorsements and Guarantees
  1. Customs duty endorsements and guarantees, referring to endorsements or guarantees made in connection with customs matters for the Company or other companies.

  2. Other endorsements and guarantees, referring to those that cannot be classified under the preceding two subparagraphs.

Article 5 Eligible Counterparties for Endorsements and Guarantees

  1. The Company may provide endorsements and guarantees for the following entities:

  2. (1) Companies having business dealings with the Company.

  3. (2) Companies in which the Company directly or indirectly holds more than 50% of the voting shares.

  4. (3) Companies that directly or indirectly hold more than 50% of the voting shares of the Company.

  5. Endorsements and guarantees may be provided between companies in which the Company directly or indirectly holds 90% or more of the voting shares, provided that the total amount shall not exceed 10% of the Company’s net worth. However, this restriction shall not apply to endorsements and guarantees made between companies in which the Company directly or indirectly holds 100% of the voting shares.

  6. The restrictions set forth in the preceding two paragraphs shall not apply where endorsements and guarantees are made between companies in the same industry or among joint constructors for construction projects, as required under contractual arrangements; by all investing shareholders, in proportion to their respective shareholding percentages, for a company in which they have jointly invested; or among companies in the same industry engaged in performance guarantees for pre-sale housing transactions in accordance with the Consumer Protection Act.

  7. The term “capital contribution” as used in the preceding paragraph refers to capital contributed directly by the Company or indirectly through a subsidiary in which the Company holds 100% of the voting shares.

Article 6 Limits on Endorsements and Guarantees

  1. The aggregate amount of endorsements and guarantees provided by the Company to others shall not exceed 49% of the Company’s net worth.

  2. The amount of endorsements and guarantees provided by the Company to any single counterparty shall not exceed 49% of the Company’s net worth.

  3. The aggregate amount of endorsements and guarantees provided by the Company and its subsidiaries as a whole to others shall not exceed 49% of the Company’s net worth.

  4. The aggregate amount of endorsements and guarantees provided by the Company and its subsidiaries as a whole to any single enterprise shall not exceed 49% of the Company’s net worth.

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Document Number M-005 Document Title
Issuing Unit Administration
Department
Procedures for Endorsements and Guarantees
  1. Where endorsements and guarantees are made due to business relationships, in addition to complying with the aforementioned limits, the amount shall not exceed the total transaction amount between the Company and the counterparty in the most recent fiscal year or the current fiscal year up to the time of the endorsement or guarantee (the higher of the purchase or sales amount between the two parties).

  2. The aforementioned net worth shall be based on the most recent financial statements audited or reviewed by a certified public accountant.

Article 7 Procedures for Handling Endorsements and Guarantees

  1. Level of approval authority

  2. (1) Any endorsement or guarantee by the Company shall be subject to a resolution of the Board of Directors. However, to meet timeliness requirements, the Board may authorize the Chairperson to make decisions within a specified amount, which shall subsequently be submitted to the most recent Board meeting for ratification.

  3. (2) For subsidiaries to which the Procedures apply pursuant to Article 2, endorsements and guarantees shall be subject to a resolution of the board of directors of such subsidiary.

  4. (3) Where a subsidiary in which the Company directly or indirectly holds 90% or more of the voting shares intends to provide endorsements or guarantees pursuant to Paragraph 2, Article 5 herein, such actions shall first be submitted to the Company’s Board of Directors for approval by resolution. This requirement shall not apply to endorsements and guarantees made between companies in which the Company directly or indirectly holds 100% of the voting shares.

  5. (4) If the Company has established independent directors, their opinions shall be fully considered when making endorsements and guarantees for others. Any dissenting or qualified opinions expressed by an independent director shall be recorded in the minutes of the Board meeting.

  6. When handling endorsements and guarantees, the in-charge unit shall, together with the finance department, conduct credit investigations and due diligence on the counterparty, assess the risks involved, and prepare written evaluation records. The evaluation shall include the necessity and reasonableness of the endorsement or guarantee; where endorsements and guarantees are made due to business relationships, whether the amount is commensurate with the transaction volume; the impact on the Company’s operational risk, financial position, and shareholders’ equity; and whether collateral should be obtained and the valuation of such collateral.

  7. The finance department shall establish a “logbook for endorsements and guarantees, in which all relevant details of the guarantees undertaken shall be recorded in detail. Relevant negotiable instruments, agreements, and supporting documents shall be properly maintained.

  8. Where, due to changes in circumstances, a counterparty no longer meets the requirements of the Procedures or the amount exceeds the prescribed limits, an improvement plan shall be formulated and submitted to the Audit Committee.

64

Document Number M-005 Document Title
Issuing Unit Administration
Department
Procedures for Endorsements and Guarantees
  1. Where the counterparty is a subsidiary whose net worth is less than one-half of its paid-in capital, follow-up control measures shall be clearly established.

  2. For subsidiaries whose shares have no par value or a par value other than NT$10 per share, the “paid-in capital” referred to in the preceding paragraph shall be calculated as the sum of share capital plus capital surplus - share premium.

  3. Control procedures for endorsements and guarantees by subsidiaries:

  4. (1) A subsidiary intending to provide endorsements or guarantees for others shall establish its own “procedures for endorsements and guarantees” and handle such matters in accordance therewith.

  5. (2) Each subsidiary shall, before the 10th day of each month, prepare a statement of endorsements and guarantees provided in the preceding month and submit it to the Company for review.

  6. (3) Internal auditors of each subsidiary shall audit the procedures for endorsements and guarantees and their implementation on at least a quarterly basis and prepare written records. Any material violation identified shall be immediately reported in writing to the Company’s internal audit unit, which shall forward the report to the Audit Committee.

  7. (4) When the Company’s internal auditors conduct audits of subsidiaries in accordance with the annual audit plan, they shall also review the implementation of the procedures for endorsements and guarantees. Any deficiencies identified shall be followed up for improvement, and a follow-up report shall be submitted to the Chairperson and the Board of Directors.

Article 8 Procedures for the Use and Custody of Corporate Seals

  1. The Company shall use the registered corporate seal filed with the Ministry of Economic Affairs as the dedicated seal for endorsements and guarantees. Such seal shall be kept by a designated custodian and may only be used, or to issue negotiable instruments, in accordance with the Company’s prescribed procedures for seal use.

  2. When providing endorsements or guarantees for foreign companies, the guarantee letter issued by the Company shall be signed by the Chairperson or the person duly authorized by the Board of Directors.

  3. For foreign subsidiaries to which the Procedures apply pursuant to Article 2, where such subsidiaries intend to provide endorsements or guarantees for others, the documents shall be signed by the person authorized by the board of directors of such subsidiary.

Article 9 Public Disclosure (Applicable After Public Offering)

  1. The Company shall, by the 10th day of each month, make a public announcement and filing of the outstanding balance of endorsements and guarantees of the Company and its subsidiaries for the preceding month.

  2. Where the balance of endorsements and guarantees reaches any of the following thresholds, the Company shall make a public announcement and filing within two days commencing from the date of occurrence:

65

Document Number M-005 Document Title
Issuing Unit Administration
Department
Procedures for Endorsements and Guarantees
  • (1) The aggregate balance of endorsements and guarantees of the Company and its subsidiaries reaches 50% or more of the Company’s net worth in its most recent financial statements.

  • (2) The balance of endorsements and guarantees provided by the Company and its subsidiaries to any single enterprise reaches 20% or more of the Company’s net worth in its most recent financial statements.

  • (3) The balance of endorsements and guarantees provided by the Company and its subsidiaries to any single enterprise reaches NT$10 million or more, and the aggregate total of such balance, long-term investments, and loans of funds to such enterprise reaches 30% or more of the Company’s net worth in its most recent financial statements.

  • (4) The amount of newly provided endorsements and guarantees by the Company or its subsidiaries reaches NT$30 million or more and 5% or more of the Company’s net worth in its most recent financial statements.

  • Where a subsidiary of the Company is not a domestic public company and has matters requiring public announcement and filing as specified in subparagraph 4 of the preceding paragraph, the Company shall make the required public announcement and filing on behalf of such subsidiary.

  • The Company shall evaluate and recognize any contingent losses arising from endorsements and guarantees and shall appropriately disclose such information in its financial reports. The Company shall also provide the certified public accountants with relevant information to enable them to perform necessary audit procedures and issue an appropriate audit report.

Article 10 Internal Audit

The Company’s internal auditors shall audit the Procedures and the implementation thereof at least on a quarterly basis and prepare written records. Any material violation identified shall be promptly reported in writing to the Audit Committee.

Article 11 Penalties

Where the Company’s managerial officers or personnel-in-charge violate the Procedures, such actions shall be subject to disciplinary review in accordance with the Company’s personnel management rules and employee handbook, and penalties shall be imposed depending on the severity of the offense.

Article 12 Miscellaneous

  1. The Procedures, and any amendments thereto, shall be approved by the Board of Directors, submitted to the supervisors, and reported to the shareholders’ meeting for approval prior to implementation. Where any director expresses a dissenting opinion that is contained in a record or made in a written declaration, the Company shall submit such dissenting opinion to the supervisors and the shareholders’ meeting for discussion.

  2. Where the Company has established independent directors, their opinions shall be fully considered, and their consenting or dissenting opinions, together with the reasons therefor, shall be recorded in the Board meeting minutes.

66

Document Number M-005 Document Title
Issuing Unit Administration
Department
Procedures for Endorsements and Guarantees
  1. For subsidiaries to which the Procedures apply pursuant to Article 2, the procedures for endorsements and guarantees established by such subsidiaries shall be approved by their respective boards of directors; the same shall apply to any amendments thereto.

  2. Where the Company has established an Audit Committee, the adoption or amendment of the Procedures shall require the approval of more than one-half of all members of the Audit Committee and shall be submitted to the Board of Directors for resolution. If approval by more than one-half of all members of the Audit Committee is not obtained, the Procedures may be approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the Board meeting minutes. The term “all members of the Audit Committee” and “all directors” as referred to above shall be calculated based on the number of persons actually in office.

Originally adopted on April 27, 2020 First amended on May 17, 2023

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Appendix 4: Shareholding of Directors

Dawushan Farm Technology Co., Ltd.

Shareholding of Directors

  1. Total number of issued shares as of the book closure date (March 24, 2026): 68,345,000 common shares.

  2. Statutory minimum shareholding required of all directors: 5,467,600 shares. As of the book closure date, the aggregate shareholding of all directors is in compliance with the statutory requirements.

  3. Shareholding details:

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Institutional
Number of Shareholding
Title Name Shareholder
Shares Held (%)
Representative
Chairperson Kuo Hsing Poultry & Feng-Chun Lin
10,740,413 15.71%
Director Livestock Feeds Co., Ltd. Yung-Li Lin
Director Shang-Chiang Wei
TePen Investment Co., Ltd. 1,995,000 2.92%
Director Yu-Heng Wei
Independent
Pei-Fen Liao - - -
Director
Independent
Suey-Ping Chi - - -
Director
Independent
Chien-Nan Hsieh - - -
Director
Total 12,735,413 18.63%
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Note 1: The shareholdings of the Company’s directors are in compliance with the requirements set forth in Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.

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