FIRST HOTEL — AGM Information 2024

Jul 3, 2024

Stock Code: 2706

First Hotel Company Ltd. 2024 Annual Shareholders’ Meeting Meeting Handbook

Where any discrepancy arises between the English translation and the original Chinese Version of this Handbook, the Chinese version shall prevail. Meeting Method: Physical venue Meeting Date: June 21[st] , 2024 Venue of Shareholders’ Meeting: No. 52, Emei Street, Wanhua District, Taipei City

Table of Contents

I. Meeting Procedures

**I. Meeting Procedures **	1
**II. Rules and Procedures of Shareholders’ Meeting **	2

III. Presentation Topics

ules and Procedures of Shareholders’ Meeting resentation Topics	2
1. Presentation of 2023 business overview and other matters	5
2. Presentation of 2023 remuneration for employees and directors	8
3. Audit Committee’s audit of 2023 final accounting reports	9
4. Independent auditor’s audit report on the Financial Statements	10

IV. Ratification Topics

1. Present the “2023 Final Accounting Reports” of the Company for ratification 15

2. Present the “2023 Earnings Distribution Proposal” of the Company for ratification 24

V. By-election

• “By-election of Two Independent Directors” 26

VI. Matters for discussion

Approval of the “Removal of Non-Compete Restrictions on the two Newly-appointed Independent Directors” for ratification

28

VII. Motions

VIII. Appendix:

1. Method for Election of Directors and Independent Directors	31
2. Articles of Incorporation	33
3. The impact of stock dividends on the Company’s operating performance,
earnings per share and shareholders’ return on investment	38
4. List of the Company’s directors and their shareholdings	39

2024 Annual Shareholders’ Meeting Procedures of First Hotel Company Ltd.

Time: 9:30 am on June 21[st] , 2024

Location: No. 52, Emei Street, Wanhua District, Taipei City

• I. Call to order (announce the total number of shares represented by the

• attending shareholders)

• II. Chair in place

• III. Chair opening address

• IV. Presentation topics

• V. Ratification topics

• VI. By-election

• VII. Matters for discussion

• VIII. Motions

• IX. Adjournment

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Rules of Procedure for the Shareholders’ Meeting of First Hotel Company Ltd.

• Article 1: Except as otherwise provided by law, all matters of the Company’s shareholders’ meetings shall be governed by these Rules.

• Article 2: The Company shall provide a signature book for the attending shareholders to sign in or have the attending shareholders turn in their attendance cards to sign in. The number of shares attended will be calculated based on the signature book or the attendance card turned in. Attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares.

• Article 3: Shareholders’ meeting shall be held at the location of the Company or the place convenient for the shareholders and suitable for the meeting occasion. The meeting shall not be earlier than 9 a.m. or later than 3 p.m.

• Article 4: The chairperson shall chair the Shareholders’ meeting convened by the Board of Directors. Vice-chairperson is to chair the meeting on behalf of the chairperson if the chairperson is on leave or for any reason cannot exercise the power. The chairperson is to appoint a managing director on behalf of the vice-chairperson if there is no vice-chairperson or the vice-chairperson cannot attend the meeting due to the aforementioned reasons. A director is assigned if there is no managing director. In the event that the chairperson does not appoint anyone, the managing director or the directors are to recommend one person.

• For the meeting that is convened by those with the convening authority outside of the Board, the chair of the meeting shall be the person prescribed by the Company Act.

• Article 5: The chair shall call the meeting to order at the scheduled meeting time. However, when the attending shareholders do not represent over 50% of the total number of issued shares, the chair may announce a postponement. No more than two such postponements may be made for a combined total of no more than one hour. If attending shareholders are below 50% but above one-third of the total issued shares after two postponements, a tentative resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act.

• Before the meeting’s conclusion, if the attending shareholders represent over 50% of the total number of issued shares, the chair may submit the aforementioned tentative resolution for voting by the shareholder meeting in accordance with Article 174 of the Company Act.

• Article 6: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including motions and amendments to the original proposals of that meeting). The meeting shall - 2 -

proceed in the order set by the agenda, which may not be changed without a resolution of the shareholder meeting.

For a meeting that is convened by the ones with the convening authority outside of the board, the aforementioned rule still applies.

The chair shall not declare the meeting adjourned before the conclusion of the meeting agenda of the preceding two paragraphs (including motions), except by a resolution of the shareholder meeting. After the meeting is adjourned by resolution, the shareholders shall not elect another chair for the meeting to be held at the same place or another venue. If the chair declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new chair in accordance with the agreement of over 50% of the votes represented by the attending shareholders, and then continue the meeting.

Article 7: Before speaking, the attending shareholders shall first fill out speech notes clearly stating the purpose, account number (or attendance pass number) or account name and allow the chair to determine the order to give the speech.

The attending shareholders are considered to offer no statement if they only provide speech notes without giving statements. In the event where the content of the statement is inconsistent with the speech note, the content of the statement shall prevail.

When an attending shareholder is making a statement, other shareholders shall not speak unless given permission by the chair and the speaking shareholder. Violators shall be halted by the chair. After an attending shareholder speaks, the chair may personally answer or designate a

person to answer.

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

If a legal entity (e.g., corporation) is entrusted to attend a shareholders’ meeting, it shall appoint only one natural person representative to attend. The legal entity shareholders who assign more than two natural persons to attend the meeting can only have one person giving a speech for a motion.

• Article 8: The chair shall give proposals and shareholder proposed revisions or provisional motions sufficient time for clarification and discussion. Once the chair perceives that voting can proceed, the chair may stop the discussion, initiate the voting process, and allocate sufficient time for voting.

• Article 9: Unless otherwise provided in the Company Act and the Company’s articles of incorporation, the passage of a proposal shall require an

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affirmative vote of over 50% of the voting rights represented by the attending shareholders.

The chair shall appoint monitoring and counting personnel for voting on a proposal, but all monitoring personnel shall be shareholders. The results of the voting shall be reported on the spot and recorded. If no objection is raised as the chair consulting all shareholders present, the proposal shall be deemed to be passed and shall have the same effect as voting.

• Article 10: For the amendment or substitute of the same motion, the chair is to combine it with the original motion to determine the voting order. If one of the proposals has been passed, the other proposals are viewed as denied and no more voting will be conducted.

• Article 11: The Company may summon its lawyers, certified public accountants or any relevant personnel to be present at shareholder meetings. The personnel administering the shareholder meeting shall wear identification cards or armbands.

• The chair may direct pickets or security personnel to help maintain order at the meeting venue. When helping maintain order at the scene, pickets or security officers shall wear armbands or identification cards with the word “Pickets.”

• Article 12: The Company shall make an audio or video recording of the entire shareholders’ meeting and retain it for at least one year.

• Article 13: During the meeting, the chair may announce a break at his or her discretion. In the event of an air raid alert, the meeting will be suspended, and the attendees will be evacuated. The meeting will be resumed an hour after the alert has been lifted.

• Article 14: The Rules were established on May 19[th] , 1997, amended for the first time on June 25[th] , 1999, amended for the second time on June 28[th] , 2002 and amended for the third time on June 15[th] , 2020, and shall come into force after being approved by the shareholders’ meeting.

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[Presentation Topics]

I. 2023 Business Overview of First Hotel Company Ltd.

First, I would like to thank all shareholders for taking time out of their busy schedules to attend the 2024 Annual Shareholders’ Meeting of the Company. The following is a report on the Company’s business performance in 2023:

• (i) The Company’s 2023 operating revenue was NT$343,296 thousand (reporting currency), up 18.16% from NT$290,524 thousand in 2022.

The 2023 profit before tax was NT$374,614 thousand, up NT$9,340 thousand, or 2.56%, from NT$365,274 thousand in 2022.

• The 2023 net profit after tax was NT$300,695 thousand, down 0.25% from the NT$301,449 thousand for the previous year (2022).

• (ii) The Company’s travel service revenue in 2023 was NT$95,530 thousand, up 108.09% from NT$45,907 thousand in 2022.

• (iii) Domestic and foreign investments of the Company.

• A. Domestic investments

• WanHwa Enterprise Company distributed NT$22,453 thousand in cash dividends for 2022.

• DAH CHUNG BILLS FINANCE CORP. paid cash dividends of NT$6,690 thousand for 2022.

• Mega Financial Holding Company Ltd. distributed cash dividends totaling NT$63 thousand and stock dividends of 408 shares for 2022.

• Chunghwa Telecom Co., Ltd. paid cash dividends of NT$63 thousand for 2022.

• B. Foreign investments

  1. The Company’s investment in “Today’s Hotel Corporation” in the United States had net profits after tax of about US$4,546 thousand for 2023, and the Company recognized a gain of NT$68,288 thousand under the equity method.

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  1. The Company’s investment in “F&W Hotel Corporation” in the United States had net profits after tax of around US$590 thousand for 2023, and the Company recognized a gain of NT$5.7 million under the equity method.

• (iv) Future Outlook and Business Objective

• According to the Central Epidemic Command Center, starting from March 20th, 2023, the control measure for people with mild COVID-19 cases has been changed from exemption of notification and quarantined to “0+n self-health management” and the country was gradually opening up the border for entry. Official data show that the top three source markets for tourists in 2023 were Hong Kong, Japan, and South Korea, and the number of visitors to Taiwan reached 6.48 million in 2023, but there was still a gap compared with the number of visitors who came to Taiwan before the pandemic. For the outlook for the coming year, the Company will not only cooperate with the government policy, expand the domestic and foreign travel market and improve service standards, but will also continue to look for other diversified investments to increase the Company’s revenue despite the bucking trend.

Lastly,

we wish all shareholders, ladies and gentlemen, good health and all the best.

General Manager: Hsiao-Hua Hsu

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Comparison of the Company’s revenues and profits for 2023 and 2022

Unit: NT$ Thousand

Item	2023	%	2022	%	Increase or Decrease amount	Increase (decrease) %
Operating revenue	343,296	100	290,524	100	52,772	18.16
Travel service revenues	95,530	28	45,907	16	49,623	108.09
Guest room revenues	57,355	17	15,520	5	41,835	269.56
Food service revenues	36,213	10	28,940	10	7,273	23.13
Post and telecommunication service revenues	9	0	2	0	7	-
Other	1,953	1	1,445	1	508	35.16
Rental revenue	247,766	72	244,617	84	3,149	1.29
Operating costs	(78,437)	(23)	(63,470)	(22)	14,967	23.58
Gross profit	264,859	77	227,054	78	37,805	16.65
Operating expenses	(29,212)	(8)	(27,848)	(9)	1,364	4.90
Operating profit	235,647	69	199,206	69	36,441	18.29
Non-operating income and expenses	138,967	40	166,068	57	(27,101)	(16.32)
Profits before tax	374,614	109	365,274	126	9,340	2.56
Net profit	300,695	88	301,449	104	(754)	(0.25)

Chairperson: An-Sheng Ku Managerial Officer: Hsiao-Hua Hsu Accounting Officer: Hsiu-Mei Lin

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[Presentation Topics]

II. Presentation of remuneration for employees and directors

In accordance with the resolution of the Board of Directors’ Meeting held on March 6[th] , 2024, the Company shall appropriate NT$2 million as remuneration to employees and authorize the general manager to pay the remuneration in cash. The directors’ remuneration amounted to NT$6 million, accounting for 1.57% of the profits before tax, which is in line with Article 25 of the Company’s Articles of Incorporation, “If the Company has annual earnings, it shall set aside NT$2 million as employees’ remuneration; the Company may set aside not more than 3% of the above-mentioned earnings as directors’ remuneration.

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[Presentation Topics]

III. 2023 Final Accounting Reports of First Hotel Company Ltd.

Audit Committee’s audit report

The Board of Directors has prepared and presented the Company’s 2023 financial statements, business report and earnings distribution proposal. Among them, the company’s 2023 financial statements have been audited by CPAs Charles Yang and Wei-Chun Ma of Deloitte & Touche, who have issued an audit report.

The above statements have been examined by the Audit Committee and found to be in compliance. With the consent of all members, the Committee hereby presents the above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

First Hotel Company Ltd.

Convener of the Audit Committee: Hsieh-Hung Li

March 13[th] , 2024

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[Presentation Topics]

IV. Independent auditor’s audit report of the financial statements of First Hotel Company Ltd.

To First Hotel Company Ltd:

Opinions

We have audited the Balance Sheets of First Hotel Company Ltd. as of December 31[st] , 2023 and as of December 31[st] , 2022, as well as the statements of comprehensive income, the statements of changes in equity and statements of cash flows, and notes to the financial statements (including a summary of significant accounting policies) for the years 2023 and 2022, from January 1[st] to December 31[st] .

In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Information), the financial statements referred to above present fairly, in all material respects, the financial position of First Hotel Company Ltd. as of December 31[st] , 2023 and 2022, and its financial performance and cash flows from January 1[st] to December 31[st] , 2023 and 2022, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations endorsed and issued into effect by the Financial Supervisory Commission.

Basis for Opinions

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

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Key Audit Matters

Key audit matters are those matters that were of most significance in our audit of First Hotel Company Ltd. of the 2023 financial statements of the current period in our professional judgment. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the 2023 financial statements of First Hotel Company Ltd. are as follows:

Investments accounted for using the equity method

As of December 31[st] , 2023, the balance of the investment in Today’s Hotel Corporation of the USA under the equity method was NT$4,464,823 thousand. As of December 31[st] , 2023, the amount of profit or loss recognized under the equity method in relation to Today’s Hotel Corporation USA was NT$68,288 thousand. Since the amounts of the aforementioned items are significant in relation to the overall financial statements, if the investee’s financial statements do not properly reflect the results of operations for the year or do not correctly calculate the investment income or loss, the amount in the investment using the equity method and its share of the income or loss will be adjusted for deviations and is therefore considered a key audit matter for the year ended December 31[st] , 2023.

In order to address the above risks, we understood the planning of the audit teams of these affiliated companies, assessed the professional competence of the audit teams and communicated the materiality of the audit and the risk of a material misstatement by means of audit contact letters. Upon completing the audit, we assessed whether the audit teams had obtained sufficient and appropriate audit evidence and obtained audited financial statements to confirm and verify the accuracy of the amount in profit or loss and related investments recognized under the equity method.

Other Information

Among the affiliated companies accounted for under the equity method in the financial statements of First Hotel Company Ltd., the 2023 and 2022 financial statements of Forward Time Corporation, Today’s V, Inc. and Today’s VI, LLC accounted for under the equity method by F&W Hotel corporation and Today’s Hotel Corporation USA have not been audited by us. Therefore, our opinion on the financial statements referred to above is based on the report of the other auditors as to the amounts of the above-mentioned investments accounted for using the equity method and the shares of income or loss of the affiliates accounted for under the

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equity method. For the years ended December 31[st] , 2023 and 2022, the above balances audited by other accountants amounted to NT$1,672,405 thousand and NT$1,585,138 thousand, respectively, accounting for 15% and 14% of total assets. The share of income or loss of affiliates recognized under the equity method was a profit of NT$6,531 thousand and a profit of NT$10,020 thousand, respectively, accounting for 2% and 3% of net profits before tax in 2023 and 2022.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing First Hotel Company Ltd.’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following tasks:

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide

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a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from the error. Fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the internal control of First Hotel Company Ltd.

2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

3. Conclude on the appropriateness of management’s use of the going concern basis of accounting. Based on the audit evidence obtained, whether material uncertainty exists related to events or conditions that may cast significant doubt on the ability of First Hotel Company Ltd. To continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause First Hotel Company Ltd. To cease to continue as a going concern.

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

5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within First Hotel Company Ltd. to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion of First Hotel Company Ltd.

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

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

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From the matters communicated with those charged with governance, we determine those of most significance in the audit of First Hotel Company Ltd.’s financial statements for the year ended December 31[st] , 2023 and are the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter shall not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche CPA Charles Yang

CPA Wei-Chun Ma

Financial Supervisory Commission Financial Supervisory Commission Approval Approval Jin-Guan-Zheng-Shen-Zi No. Jin-Guan-Zheng-Shen-Zi No. 0980032818 1120349008

March 11[th] , 2024

Notice to Readers

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

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

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[Ratification Topics]

Case 1: Proposed by the Board of Directors

Subject: Present the “2023 final accounting reports” of the Company for ratification.

Appendix:

• I. Business report (please refer to pages 5~7)

II. Financial Statements (Please refer to pages 16-23)

Please ratify.

Resolution:

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First Hotel Company Ltd. Balance Sheets

December 31[st] , 2023 and 2022

Unit: NT$ Thousand

				Unit: NT$ Thousand	Unit: NT$ Thousand
Code	Assets	December 31st, 2023		December 31st, 2022
		Amount	％	Amount	%
1100 1110 1120 1136 1150 1170 1476 1479 11XX 1517 1550 1600 1760 1920 1975 1990 15XX 1XXX Code	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Financial assets at amortized cost - current Notes receivable Accounts receivable Other financial assets - current Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income – non-current Investments accounted for using the equity method Property, plant and equipment Investment property Refundable deposits Net defined benefit assets Other non-current assets Total non-current assets Total Assets Liabilities and Shareholders’ Equity	$ 312,517 11,413 1,604 2,565,356 425 4,457 16,288 2,090	3 - - 23 - - - -	$ 282,773 11,288 1,510 2,510,165 188 962 9,996 1,275	2 - - 23 - - - -
		2,914,150	26	2,818,657	25
		2,265,809 4,922,986 373,681 944,162 3,367 585 244	20 43 3 8 - - -	2,181,448 4,769,755 372,994 945,393 2,742 210 283	20 43 3 9 - - -
		8,510,834	74	8,272,825	75
		$ 11,424,984	100	$ 11,091,482	100
		$ 81,327 20,640	1 -	$ 68,652 18,072	1 -

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(Continued from previous page)

Code	Liabilities and Shareholders’ Equity	December 31st, 2023	December 31st, 2023	December 31st, 2022	December 31st, 2022
		Amount	％	Amount	％
2230 2300 21XX 2570 2645 25XX 2XXX 3110 3210 3240 3200 3310 3320 3350 3300 3410 3420 3400 3XXX	Current tax liabilities Other current liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Deposit received Total non-current liabilities Total liabilities Equity Capital stock Capital surplus Capital stock premium Gain on disposal of assets Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity interests Exchange differences in the translation of financial statements of foreign operations Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive incomes or losses Total other equity Total equity Total Liabilities and Equity	$ 56,500 9,809	- -	$ 42,993 9,360	- -
		168,276	1	139,077	1
		1,229,511 126,294	11 1	1,198,429 126,605	11 1
		1,355,805	12	1,325,034	12
		1,524,081	13	1,464,111	13
		4,999,984	44	4,999,984	45
		76,008 23	1 -	76,008 23	1 -
		76,031	1	76,031	1
		909,762 592,542 2,043,814	8 5 18	879,469 592,542 1,947,988	8 5 18
		3,546,118	31	3,419,999	31
		7,462 1,271,308	- 1 1	8,926 1,122,431	- 10
		1,278,770	11	1,131,357	10
		9,900,903	87	9,627,371	87
		$ 11,424,984	100	$ 11,091,482	100

(Please refer to the audit report dated March 11[th] , 2024 of Deloitte & Touche)

Chairperson: An-sheng Ku Managerial officer: Hsiao-Hua Hsu Accounting officer: Hsiu-Mei Lin

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First Hotel Company Ltd. Statements of Comprehensive Income

From January 1[st] to December 31[st] , 2023 and 2022

Unit: NT$ Thousand; total basic earnings per share

Code Operating revenue 4300 Rental incomes Travel service revenues 4411 Guest room revenues 4412 Food service revenues 4413 Post and telecommunication service revenues 4418 Other 4400 Total travel service revenues 4000 Total operating revenues Operating costs 5300 Rental costs Travel service costs 5411 Guest room costs 5412 Food service costs 5413 Post and telecommunication service costs 5400 Total travel service costs 5000 Total operating costs 5900 Gross profit 6000 Operating expenses 6900 Operating profit Non-operating income and expenses 7060 Share of gain or loss of affiliated enterprise accounted for using the equity method 7100 Interest incomes	2023		2022
	Amount	％	Amount	%
	$ 247,766	72	$ 244,617	84
	57,355 36,213 9 1,953	17 10 - 1	15,520 28,940 2 1,445	5 10 - 1
	95,530	28	45,907	16
	343,296	100	290,524	100
	17,340	5	17,435	6
	33,512 27,244 341	10 8 -	23,871 21,871 293	8 8 -
	61,097	18	46,035	16
	78,437	23	63,470	22
	264,859 29,212	77 8	227,054 27,848	78 9
	235,647	69	199,206	69
	73,988 39,834	22 12	100,742 23,317	35 8

(Continued on next page)

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(Continued from previous page)

(Continued from previous page)
Code 7130 Dividend incomes 7190 Other incomes 7235 Net gain on financial assets at fair value through profit or loss 7510 Interest expenses 7590 Non-operating expenses 7000 Total non-operating income and expenses 7900 Profit before tax 7950 Income tax expenses 8200 Net profits for the year Other comprehensive income Items that are not reclassified as profit or loss 8311 Remeasurement of defined benefit plan 8316 Unrealized valuation gain or loss on equity instruments at fair value through other comprehensive income 8320 Share of other comprehensive income of affiliated enterprise accounted for using the equity method 8349 Income taxes related to items that are not reclassified 8310	2023		2022
	Amount	％	Amount	%
	$ 29,269 11 125 ( 1,788 ) ( 2,472 )	8 - - ( 1 ) ( 1 )	$ 45,055 11 49 ( 941 ) ( 2,165 )	15 - - - ( 1 )
	138,967	40	166,068	57
	374,614 ( 73,919 )	109 ( 21)	365,274 ( 63,825 )	126 ( 22)
	300,695	88	301,449	104
	424 84,455 81,073 ( 16,651 )	- 24 24 ( 5)	1,485 78,236 ( 40,198 ) 7,117	1 27 ( 14 ) 2
	149,301	43	46,640	16

(Continued on next page)

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(Continued from previous page)

(Continued from previous page)
Code Items that will be reclassified under profit or loss 8371 Exchange differences in the translation of financial statements of foreign operations of affiliated enterprises recognized under the equity method 8399 Income taxes related to items that may be reclassified to profit or loss 8360 8300 Other comprehensive income for the year (net after-tax) 8500 Total comprehensive income for the year Earnings per share 9710 Total basic earnings per share	2023		2022
	Amount	％	Amount	％
	($ 1,830 ) 366	- -	$ 454,211 ( 90,842 )	156 ( 31 )
	( 1,464 )	-	363,369	125
	147,837	43	410,009	141
	$448,532	131	$ 711,458	245
	$ 0.60		$ 0.60

(Please refer to the audit report dated March 11[th] , 2024 of Deloitte & Touche)

Chairperson: An-sheng Ku

Managerial officer: Hsiao-Hua Hsu Accounting officer: Hsiu-Mei Lin

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First Hotel Company Ltd. Statements of Changes in Equity

From January 1[st] to December 31[st] , 2023 and 2022

Unit: NT$ Thousand

							Unit:	NT$ Thousand
Code A1 Balance as of January 1st, 2022 Appropriation and distribution of 2021 earnings B1 Legal reserve B5 cash dividends D1 2022 net profits D3 2022 other comprehensive income or loss after tax D5 2022 total comprehensive income or loss Z1 Balance as of December 31st, 2022 Appropriation and distribution of 2022 earnings B1 Legal reserve B5 cash dividends D1 2023 net profits D3 2023 other comprehensive income or loss after tax D5 2023 total comprehensive income or loss Z1 Balance as of December 31st, 2023	Capital stock	Capital surplus		Retained earnings		Other	equity	Totalequity
						Exchange differences in the translation of financial statements of foreign operations	Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive incomes or losses
			Legal reserve	Special reserve	Unappropriated retained earnings
	$ 4,999,984 - - - -	$ 76,031 - - - -	$ 871,613 7,856 - - -	$ 592,542 - - - -	$ 1,722,909 ( 7,856 ) ( 69,999 ) 301,449 1,485	( $354,443 ) - - - 363,369	$ 1,077,276 - - - 45,155	$ 8,985,912 - ( 69,999 ) 301,449 410,009
	-	-	-	-	302,934	363,369	45,155	711,458
	4,999,984 - - - -	76,031 - - - -	879,469 30,293 - - -	592,542 - - - -	1,947,988 ( 30,293 ) ( 175,000 ) 300,695 424	8,926 - - - ( 1,464 )	1,122,431 - - - 148,877	9,627,371 - ( 175,000 ) 300,695 147,837
	-	-	-	-	301,119	( 1,464 )	148,877	448,532
	$ 4,999,984	$ 76,031	$ 909,762	$ 592,542	$ 2,043,814	$ 7,462	$ 1,271,308	$ 9,900,903

(Please refer to the audit report dated March 11[th] , 2024 of Deloitte & Touche)

Chairperson: An-sheng Ku Managerial officer: Hsiao-Hua Hsu Accounting officer: Hsiu-Mei Lin

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First Hotel Company Ltd.

Statements of Cash Flows

From January 1[st] to December 31[st] , 2023 and 2022

From January 1stto December 31st, 2023	and 2022	and 2022
Code Cash flow from operating activities A10000 Profit before tax A20010 Income and expenses items A20100 Depreciation expense A20200 Amortization expense A20400 Net gain on financial assets and liabilities at fair value through profit or loss A20900 Interest expenses A21200 Interest income A21300 Dividend incomes A22300 Share of gain or loss of affiliated enterprise accounted for using the equity method A30000 Net changes in assets and liabilities related to operating activities A31130 Notes receivable A31150 Accounts receivable A31240 Other current assets A31250 Other financial assets A32130 Notes payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit plan A33000 Cash flow from operating activities A33500 Income taxes paid AAAA Net cash generated by operating activities Cash Flow from Investing Activities B00040 Increase in financial assets at amortized cost B02700 Purchase of property, plant and equipment	Unit: NT$ Thousand 2023 2022 $ 374,614 $ 365,274 2,772 3,040 39 39 ( 125 ) ( 49 ) 1,788 941 ( 39,834 ) ( 23,317 ) ( 29,269 ) ( 45,055 ) ( 73,988 ) ( 100,742 ) ( 237 ) ( 74 ) ( 3,495 ) ( 215 ) ( 315 ) ( 489 ) ( 598 ) 127 12,675 ( 14,971 ) 780 1,842 ( 10,840 ) 826 49 186 234,016 187,363 ( 45,615 ) ( 40,273 ) 188,401 147,090 ( 55,191 ) ( 173,081 ) ( 2,228 ) ( 208 )
		$ 365,274 3,040 39 ( 49 ) 941 ( 23,317 ) ( 45,055 ) ( 100,742 ) ( 74 ) ( 215 ) ( 489 ) 127 ( 14,971 ) 1,842 826 186
		187,363 ( 40,273 )
		147,090
		( 173,081 ) ( 208 )

(Continued on next page)

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(Continued from previous page)

Code B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B07500 Interest received B07600 Dividend received BBBB Net cash inflow (outflow) from investing activities Cash Flow from Financing Activities C03000 Increase in guarantee deposit C03100 Decrease in guarantee deposit C04500 Cash dividends paid CCCC Net cash used in financing activities EEEE Increase(decrease) in cash and cash equivalents for the period E00100 Cash and cash equivalents at the beginning of the year E00200 Cash and cash equivalents at the end of the year	2023 ( $ 2,674 ) 2,049 34,140 29,269 5,365 589 ( 900 ) ( 163,711 ) (164,022) 29,744 282,773 $ 312,517	2022
		( $ 2,049 ) 1,705 19,992 45,055
		( 108,586 )
		- ( 92 ) ( 68,035 )
		( 68,127 )
		( 29,623 ) 312,396
		$282,773

(Please refer to the audit report dated March 11[th] , 2024 of Deloitte & Touche)

Chairperson: An-Sheng Ku

Managerial officer: Hsiao-Hua Hsu Accounting officer: Hsiu-Mei Lin

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[Ratification Topics]

Case 2: Proposed by the Board of Directors

Subject: Present the “2023 earnings distribution proposal” of the Company for ratification. Please refer to the earnings distribution schedule on page 25.

• Description: I. The net profits after tax for the current period (2023) was NT$300,695,167, and after adding the remeasurement adjustment of the defined benefit plan of NT$423,990 to retained earnings, the amount was NT$301,119,157. In accordance with Article 25-1 of the Company’s Articles of Incorporation, 10%, amounting to NT$30,111,916 should be set aside as legal reserve, so the balance available for distribution for the year of 2023 was NT$271,007,241, the proposed distribution of dividends to shareholder was NT$174,999,421.

• II. The dividend of NT$174,999,421 is proposed to be distributed as a cash dividend of NT$0.35 per share based on 499,998,346 shares in the issue. The “Base Date for Dividend” will be set by the Board of Directors after the approval of the 2024 Annual Shareholders’ Meeting and will be announced in accordance with the law.

• III. According to Article 66-9 of the Income Tax Act, with the additional levy of undistributed earnings tax of 5% for profit-making enterprises, the Company prioritizes the distribution of earnings attributable to the fiscal year 2023. Please ratify.

Resolution:

• 24 -

First Hotel Company Ltd.

Earnings Distribution Table for 2023

		Unit: NTD
Summary	Amount	Subtotal
Beginning undistributed earnings Net profit Remeasurement of defined benefit plan recognized in retained earnings (Description 1) Net profits for the period plus the items other than net profits for the period included in unappropriated earnings for the year Provision of legal reserve (10%) Distributable earnings for the period Distribution items: Cash dividend of NT$ 0.35 Undistributed earnings at the end of the period	300,695,167 423,990	1,742,695,057 301,119,157 (30,111,916)
		2,013,702,298 (174,999,421) 1,838,702,877
Description as follows: I. Remeasurement of defined benefit plan arising from the adoption of IAS 19 (transferredfromothercomprehensiveincome toretained earnings)

Note: The proposed distribution for 2023 will be effective upon the approval of the shareholders’ meeting in 2024.

Chairperson: An-Sheng Ku

Managerial officer: Hsiao-Hua Hsu Accounting officer: Hsiu-Mei Lin

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[Election Matters]

Proposed by the Board of Directors

• Subject: “By-election of two independent directors.” Description: I. Independent Director Chih-Hsiung Ko of the Company passed away on November 17[th] , 2023.

• II. Independent Director Hsiu-Chin Chou of the Company resigned due to health issues. The resignation took effect upon the election of a new Independent Director.

• III. For the reasons in Paragraphs 1 and 2 above, two independent directors for a term from June 21[st] , 2024 to June 23[rd] , 2025 should be elected, in accordance with the regulations.

• IV. For information on director candidates, please refer to Page 27.

• V. The Chair was asked to designate the vote monitoring and counting personnel.

• VI. Proceeding to the election.

Election results:

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First Hotel Company Ltd.

List of candidates for by-election of two independent directors

Account Number	Candidate type	Name	Education and Experience Background	Serve in other Current Positions	Shareholding by the individual
7487	Independent Directors	Jung-Yuan Lin	Master of Accounting, Soochow University Adjunct Lecturer at Soochow University	Independent Director, GeneTouch Corporation	0 share
233	Independent Directors	Miu-Feng Chen	Graduated from Jinou Girls High School The Librarian from the University of Maryland, USA	None	0 share

• 27 -

[Discussion Topics]

Proposed by the Board of Directors Subject: Approval of the “Removal of Non-Compete Restrictions on the two Newly-appointed Independent Directors” for ratification. Description: I. It is proposed to lift the non-compete restrictions on the two newly-appointed independent directors of the Company, as they may serve as directors and managerial officers of other companies in the areas of business similar to the Company’s, may be subject them to the non-compete clause in Article 209 of the Company Act. II. Please refer to page 27 for a detailed list for the proposed lifting of non-competition restrictions for the new independent directors. Please ratify.

Resolution:

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[Motions]

• 29 -

[Adjournment]

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Appendix 1

Procedure for Election of Directors and Independent Director of FIRST HOTEL COMPANY LTD.

Approved at the 1995 Annual

Shareholders’ Meeting on May 26[th] , 1995

• I. The election of directors and independent directors of the Company shall be governed by the Procedures.

• II. The election of directors and independent directors of the Company shall be held at the shareholders’ meeting.

• III. The election of directors and independent directors of the Company shall be based on the single registered cumulative voting method.

• IV. Unless otherwise provided in the Company’s Articles of Incorporation, each share shall have the same right as the number of directors and independent directors to be elected, which may be cast collectively for a single candidate or split among several candidates.

The election of directors of the Company shall be conducted in accordance with the procedures of the candidate nomination system set forth in Article 192-1 of the Company Act. The shareholders shall elect the directors from the list of candidates.

Independent directors and non-independent directors shall be elected together and the number of elected seats shall be calculated separately. Those who receive more votes representing the voting right shall be elected sequentially as independent directors and non-independent directors respectively.

• Independent directors shall be elected in accordance with the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” issued by the competent authorities and the provisions of relevant laws and regulations.

• V. The number of directors and independent directors will be specified in the Company’s Article of incorporation. Those receiving the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of directors, they shall draw lots to determine, with the chair drawing lots for those not in attendance.

• VI. Deleted.

• VII. The election of directors and independent directors shall be announced on the spot after the completion of the election in the order of the number of votes received (including the unsuccessful candidates).

• VIII. The election ballot shall be prepared by the Company and shall contain the shareholder’s account number and the number of his or her voting rights.

• IX. Before the election begins, the chair should appoint a number of persons with shareholder status as vote monitoring and counting personnel to perform the

  • 31 -

respective duties.

• X. The ballot boxes are prepared by the Company and are open for inspection by the vote monitors before the voting.

• XI. If the candidate is a shareholder, voters shall state the name of the candidate and the shareholder’s account number in the “Candidate” column of the ballot. However, if the candidate is a corporate shareholder, the candidate column of the ballot shall state the name of the corporation and the shareholder’s account number, and the name of the representative may be added. If there are more than one representative, their names shall be stated. If not a shareholder, the name and ID or GUI number should be filled in.

• XII. A ballot is invalid if one of the following is true:

• (i) Do not use ballots as specified by the procedure.

• (ii) Put void ballots into the ballot box.

• (iii) The handwriting is blurred and unrecognizable or has been altered.

• (iv) If the person to be elected is a shareholder, his or her account name or shareholder account number does not match with the shareholder roster. If the person to be elected is not a shareholder, his or her account name, ID or GUI number does not match after verification.

• (v) Other than the name of the person to be elected and the shareholder’s account number or ID or GUI number, other words or symbols are written in.

• (vi) Alter after filling in

• (vii) Tear the ballot so that it is incomplete.

• (viii) The same ballot is filled in with two or more candidates.

• XIII. After the completion of the voting, the ballot box will be opened by the monitoring personnel and checked for invalid ballots, and then handed over to the vote counting personnel for vote counting, which shall be recorded on the billboard, and the chair will announce the result on the spot.

• XIV. The Company shall send the certificate of election to the elected directors after the shareholders’ meeting.

• XV. All matters not provided for in the Procedure shall be governed by the Company Act, and relevant laws and regulations.

• XVI. The first amendment was made on June 28[th] , 2002, the second amendment was made on June 2[nd] , 2015, the third amendment was made on June 24[th] , 2019, and the fourth amendment was made on August 27[th] , 2021 after the resolution of the shareholders’ meeting, and the same shall apply when amended.

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Appendix 2

Articles of Incorporation of First Hotel Company Ltd.

Chapter 1: General Principles

Article 1: The Company shall be named “First Hotel Company Ltd.” and shall be organized in accordance with the provisions of the Company Act.

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

• I. Operations of the former First Hotel International Tourist Hotel, restaurant and other related businesses.

• II. Commissioning construction vendors to build public housing and commercial buildings for lease and sale.

• III. Department stores and trading, production and processing of handicrafts.

• IV. General import and export trading business (except futures).

• V. Operation of amusement park

• VI. Food trading

• VII. Operation of supermarkets and drug trading business.

• VIII. Trading and repairing watches, clocks, glasses, and wireless electric equipment (except controlled items).

• IX. Barber shop business

• X. All businesses that are not prohibited or restricted by law, except those subject to special approval.

• XI. Agent for the distribution of the preceding products.

• Article 2-1: In order to achieve the goal of diversification, the total amount in the Company’s investment in other companies may exceed 40% of the Company’s paid-in capital.

• Article 3: The Company shall be located in Taipei City and may establish domestic and foreign branches and offices if necessary.

• Article 4: The Company may make external guarantees for business needs.

Chapter 2: Shares

• Article 5: The total capital of the Company is set at NT$6 billion divided into 600 million shares of NT$10 each, of which unissued shares shall be issued by the Board of Directors in installments as needed by the Company.

• Article 6: The shares of the Company shall be in registered form and shall be numbered and issued with the signature and seal of the chairperson and two directors of the Company after being certified by the competent authority or its approved issue and registration agencies

Shares of the Company are exempted from actual printing but shall be registered with the Taiwan Depository and Clearing Corporation.

• Article 7: The shares of the Company shall be in registered form. If a shareholder wishes to transfer his or her shares, he or she shall fill out a seal card, his or her real name, address, and present identification card. A corporation shall use the full title of the registered name of the corporation, the address of the establishment, and the tax identification number, and present the

• 33 -

establishment registration document and notify the Company or the Company’s stock affairs agency to be registered shareholder roster in accordance with the law.

For shareholders’ registration of stock transfers or the setting of stock pledges, mergers, losses, replacement with new stocks due to damages and changes of seals, address, etc., the shareholder’s original seal shall be used as evidence.

The Company’s stock affairs are handled by the Company’s stock affairs office. If a stock affairs agency is appointed to act on behalf of the Company, the shareholders shall deal with the designated agency. The Company’s stock affairs are handled in accordance with the laws and regulations promulgated by the competent authorities. The transfer of shares shall cease within 60 days before a regular shareholder meeting or within 30 days before a special shareholder meeting or within 5 days before the base date on which the Company decides to distribute dividends and bonuses or other benefits.

Chapter 3: Shareholders’ Meeting

Article 8: Annual meetings are held once a year and shall be held within six months after the end of each fiscal year. If necessary, a special shareholders’ meeting may be held in accordance with the law.

Article 9: The shareholders shall be notified of the convening of the annual shareholders’ meeting 30 days prior to the meeting. The shareholders shall be notified of the special shareholders’ meeting 15 days prior to the meeting.

The foregoing notice shall state the time and place of the meeting and the reason for the meeting.

Article 10: Each shareholder of the Company shall have one voting right per share. Article 11: Shareholders who cannot attend the shareholders’ meeting may provide a proxy form issued by the Company stating the scope of authorization and appoint a proxy to attend a shareholder meeting. Except for a trust enterprise or a stock affairs agency approved by the competent securities authority when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights of that proxy shall not exceed 3% of the voting rights of the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation in excess of that shall not be counted.

Shareholders who commission their proxy to attend meetings shall comply with the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies promulgated by the securities authority unless otherwise specified by the Company Act issued by the competent authorities.

Article 12: Unless otherwise required by the Company Act, resolutions in a shareholder meeting shall be made with the presence of shareholders representing over 50% of the total number of outstanding shares and with the consent of over 50% of the shareholders’ voting rights present.

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• Article 13: The chairperson of the Board shall chair the shareholders’ meeting. When the chairperson is on leave or for any reason unable to exercise the powers of office, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. The shareholders’ meetings shall be conducted in accordance with the Rules of Procedure for Shareholders’ Meetings of the Company.

Chapter 4 Directors, managerial officers

• Article 14: The Company shall have 5 to 7 directors who shall be elected by the shareholders’ meeting in accordance with the law from persons who are capable of acting.

• The Company’s directors include three independent directors among the number of directors as defined in paragraph 1.

• The election of directors of the Company shall be conducted in accordance with the procedures of the candidate nomination system as set forth in Article 192-1 of the Company Act, and the shareholders’ meeting shall elect the candidates from the list of directors.

• Independent directors and non-independent directors shall be elected together, but their respective elected numbers shall be calculated separately. The independent directors shall comply with the provisions of the relevant laws and regulations.

• The remuneration of independent directors is authorized to be determined by the Board of Directors in accordance with their participation in and contribution to the operations of the Company at a level not exceeding the highest salary scale set forth in the Company’s remuneration plan. The minimum number of registered shares to be held by all directors shall be in accordance with the competent authorities’ relevant regulations.

• Article 15: The term of office of the directors shall be three years and they shall be eligible for re-election.

• Article 16: The authorities and duties of the Board of Directors are as follows:

• I. The Company’s business plan.

• II. Review of various rules and important contracts.

• III. The appointment or dismissal of financial, accounting, or internal audit officers.

• IV. The decision to set up, abolish or change branch offices.

• V. Preparation and review of annual and semi-annual financial statements. VI. Establishment or amendment of the internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.

• VII. The procedures established or amended in accordance with Article 36-1 of the Securities and Exchange Act for material financial or business transactions such as acquisition or disposal of assets, lending of funds to others, endorsements or guarantees.

• VIII. Matters to be resolved by shareholders’ meetings or board meetings or material matters specified by the authority in accordance with Article 14-3 of the Securities and Exchange Act, other laws and regulations or

• 35 -

the Articles of Incorporation.

• Article 17: The Directors shall elect one of them as the Chairperson of the Board of Directors from among themselves in accordance with the law, and the Chairperson of the Board of Directors shall represent the Company externally.

• Article 18: Unless otherwise provided in the Company Act, Board meetings shall be convened by the chairperson when necessary in accordance with the laws. Unless otherwise provided in the Company Act, a resolution of the Board of Directors shall be made with the consent of over 50% of the directors present.

If the Board of Directors meets by video conference, its directors who participate in the meeting by video shall be deemed to be present in person. A director who appoints another director to attend a board meeting shall, in each instance, issue a proxy form stating the scope of authorization with respect to the reasons for convening the meeting.

• The proxy referred to in the preceding paragraph may be the appointed proxy of only one person.

• Article 19: The Company shall establish an audit committee to replace the supervisors. The Audit Committee consists of all independent directors, one of whom is the convener, and at least one has accounting or financial expertise. The charter and authorities of the Audit Committee shall be determined separately.

• Article 20: The Company’s directors shall be compensated for the performance of their duties, regardless of the Company’s operating profit or loss, as determined by the Board of Directors in accordance with their participation in and contribution to the Company’s operations at a level not exceeding the highest salary scale set forth in the Company’s remuneration plan.

• Article 21: The Company shall have a general manager as the managerial officer who shall be nominated by the Chairperson of the Board of Directors and shall be appointed and dismissed in accordance with the Company Act.

• Article 22: The Company shall have a chief audit officer who shall be nominated by the Chairperson of the Board of Directors and approved by the Board of Directors with the presence of a majority of the directors and the consent of a majority of the directors present.

Chapter 5: Accounting

• Article 23: The fiscal year of the Company shall commence on January 1[st] and end on December 31[st] and the final accounting reports shall be completed at the end of the year.

• Article 24: The final accounting reports of the Company shall be prepared by the Board of Directors in accordance with the law and shall be submitted to the shareholders’ meeting for ratification after being processed in accordance with the regulations of the competent authorities.

• Article 25: If the Company has annual earnings, it shall set aside NT$2 million as employees’ remuneration; the Company may set aside not more than 3% of the above-mentioned earnings as directors’ remuneration. The

• 36 -

aforementioned remuneration of employees and directors shall be resolved by the Board of Directors and reported to the shareholders’ meeting. However, if the Company still has accumulated losses, the amount in losses make-up should be retained in advance, and the remuneration to employees and directors should be based on the aforementioned percentage.

• Article 25-1: When the Company makes a profit as indicated in the annual final accounting reports, the Company shall pay tax in accordance with the law, make up for accumulated losses and then set aside 10% as legal reserve except when the legal reserve has reached the Company’s paid-in capital. In addition, if the Company complies with the regulations of the competent authorities, the remaining balance after setting aside or reversing the special reserve in accordance with the law, together with the accumulated unappropriated earnings, shall be retained at the discretion of the Board of Directors for business needs. The Board of Directors shall prepare a proposal for the distribution of earnings and submit it to the shareholders for a resolution to distribute dividends to shareholders.

• The Company is a stable and growing company. In order to meet the operational development plan and achieve the goal of diversified operations. In case shareholder dividend is distributed, the cash dividend portion should be no less than 10% of the shareholder dividend distributed that year.

• Article 26: The Company’s Articles of Incorporation and Bylaws shall be established by the Board of Directors.

• Article 27: Any matters not covered in this Article of Incorporation shall be governed by the Company Act and other relevant laws and regulations.

• Article 28: The Articles of Incorporation were established on July 26[th] , 1968, amended for the first time on September 2[nd] , 1968, amended for the thirty-seventh time on June 23[rd] , 2016, amended for the thirty-eighth time on June 22[nd] , 2018, amended for the thirty-ninth time on June 24[th] , 2019, and amended for the fortieth time on August 27[th] , 2021, after being approved by the shareholders’ meeting.

• 37 -

Appendix 3

Effect of the stock dividends on the Company’s operating results, earnings per share and shareholders’ return on investment: Not applicable as there is no stock dividend distributed this time.

• 38 -

Appendix 4

FIRST HOTEL COMPANY LTD.

List of Directors and the number of shares held by them

				Base date: May 1st, 2024	Base date: May 1st, 2024	Base date: May 1st, 2024	Base date: May 1st, 2024
Position	Name	Date Elected	Term of Office	Shareholding when elected		Shareholding in the shareholder roster on the date of cessation of transfer
				Number of Shares	Ownership	Number of Shares	Ownership
Chairperson	Top-Five Engineering Co., Ltd. Representative An-ShengKu	2022.06.24	3 years	38,820	0.01%	38,820	0.01%
Directors	Wan Hwa Enterprise Company Representative Yu-Wen Liang	2022.06.24	3 years	99,000,503	19.80%	99,000,503	19.80%
Independent Directors	Hsieh-Hung Li	2022.06.24	3 years	-	-	-	-
Independent Directors	Hsiu-Chin Chou	2022.06.24	3 years	-	-	-	-
Independent Directors	Chih-Hsiung Ko Note 5	2022.08.27	3 years	-	-	-	-
Notes: I. The Company’s paid-in capital is NT$4,999,983,460 and the Company has issued a total of 499,998,346 shares. II. The minimum number of shares to be held by all directors is 15,999,947 shares (499,998,346 shares * 4% * 80%). III. All directors of the Company held 99,039,323 shares, representing 19.81% of the total number of shares. IV. The Company has an Audit Committee. There is no compliance issue about the number of shares legally required to be held by supervisors. V. Independent Director Chih-Hsiung Ko passed away on November 17th, 2023.

• 39 -