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FITH AGM Information 2023

Jun 28, 2023

52375_rns_2023-06-28_8e4ee7cd-906f-44b1-bdec-a818415e1846.pdf

AGM Information

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Stock code: 3712

FIT Holding Co., Ltd.

2023 General Shareholders’ Meeting Meeting Agenda

May 30, 2023

(Venue: 2nd floor, No. 49, Section 4, Zhongyang Road, Tucheng District, New Taipei City)

Table of Contents

Table of Contents Table of Contents
One. Meeting Procedure ........................................................................................ 1
Two. Meeting Agenda ........................................................................................... 2
I. Matters to be Reported .......................................................................... 3
II. Matters for Approval ............................................................................. 4
III. Extempore Motions ............................................................................... 5
Three. Attachments
I. Business Report (Annex I) .................................................................... 6
II. Audit Committee’s Review Report(Annex II) .................................... 12
III. Independent Auditor’s Report and Financial Statements(Annex III) . 13
IV. Earnings Distribution Table (Annex IV) ............................................. 38
Four. Appendices
I. Articles of Association ........................................................................ 39
II. Rules of Procedure of Shareholders’ Meetings .................................. 45
III. Shareholdings of Directors ................................................................. 48

FIT Holding Co., Ltd.

Meeting Procedure of 2023 General Shareholders’ Meeting

Method for convening the meeting: A physical shareholders’ meeting Time: 9 am on May 30 (Tuesday), 2023

Venue: No. 49, Section 4, Zhongyang Road, Tucheng District, New Taipei City (Conference Room, 2nd floor)

  • I. Report on the attendance rate

  • II. Call the Meeting to Order

  • III. Chairperson Remarks

  • IV. Matters to be Reported

  • V. Matters for Approval

  • VI. Extempore Motions

VII. Meeting Adjourned

1

FIT Holding Co., Ltd.

Agenda of 2023 General Shareholders’ Meeting

One. Chairperson Remarks

Two. Matters to be Reported

  • I. The Company’s business report for the year 2022.

  • II. Audit Committee’s report on the review of the Company’s final accounts for the year 2022.

  • III. Report on the Company’s distribution of earnings and capital reserve in cash for the year 2022.

  • IV. Report on the Company’s distribution of remuneration of employees and directors for the year 2022.

Three. Matters for Approval

  • I. Recognition of the Company’s final business accounts and earnings distribution table for the year 2022.

Four. Extempore Motions

Five. Meeting Adjourned

2

Matters to be Reported

Proposal 1

Proposal: The Company’s business report for the year 2022; please review. Explanation: Please refer to Annex I (pages 6~11) for the business report.

Proposal 2

Proposal: Audit Committee’s report on the review of the Company’s final accounts for the year 2022; please review.

Explanation: Please refer to Annex II (page 12) for the Audit Committee’s review report.

Proposal 3

Proposal: Report on the Company’s distribution of earnings and capital reserve in cash for the year 2022; please review. Explanation:

  1. The board meeting of the Company decides to allocate cash dividends to shareholders from the distributable earnings of 2022 for a total of NT$369,363,219, at NT$1.5 per share. The capital reserve of NT$123,121,073 from the premium over the share issuance amount at face value will be distributed in cash at NT$0.5 per share. The distribution will be made according to the shareholdings of shareholders as recorded in the register of shareholders on the ex-dividend date at NT$2 per share (calculated to NT$1, rounded up to the nearest NT$1, with the difference charged to the Company’s expenses).

  2. The chairman of the board is authorized to determine the ex-dividend date, issue date and other relevant matters. If the dividend rate is subject to change due to the change of the number of outstanding ordinary shares of the Company, the chairman of the board is also authorized to handle it with full authority.

Proposal 4

Proposal: Report on the Company’s distribution of remuneration of employees and directors for the year 2022; please review.

  • Explanation: In accordance with the Company Act and the Articles of Association, the Company distributed NT$34,000,000 as the remuneration of its employees and NT$3,860,000 as the remuneration of its directors for 2022, and all of them were paid in cash.

3

Matters for Approval

Proposal 1 proposed by the board of directors

Proposal: The Company’s final business accounts and earnings distribution table for the year 2022; please recognize.

Explanation:

  1. The financial statements of the Company for the year 2022 have been audited by PwC Taiwan, and have been reviewed together with the business report by the Audit Committee, and a written review report is issued accordingly.

  2. The earnings distribution table for the year 2022 was approved by the board meeting, and the review by the Audit Committee has been completed.

  3. Please refer to Annex I to Annex IV (page 6~38) for the related documents.

Resolution:

4

Extempore Motions

Meeting Adjourned

5

Annex I

FIT Holding Co., Ltd. Business Report

The consolidated operating income of the Company in 2022 was NT$12,069,249 thousand, a increase of 7.36% compared with NT$11,241,928 thousand in 2021. The net profit after tax attributable to the parent company in 2022 was NT$529,589 thousand, an increase of 22.02% from the NT$434,012 thousand net profit after tax attributable to the parent company in 2021; the fact that Foxlink Image Technology Co., Ltd. received more orders than expected contributed to the slight increase in revenue and profit; the loss of Glory Science Co., Ltd. was reduced due to the efforts made by the team. In 2022, despite the impact of the COVID-19 pandemic, the Russia-Ukraine war, high inflation rate and climate change, the Group was able to grow its revenue and profit compared to the previous year. The Group has all of its employees to thank for their hard work and efforts, and its shareholders for their contributions and support over the past year.

After the 3-in-1 election in 2018, the Company started to turn a loss into a profit in 2020. The descriptions of business development of each important subsidiary are as follows: Foxlink Image will focus on the R&D and production of scanners and automatic paper feeders for major manufacturers in the world, and will develop higher-end and low-cost products to obtain orders from customers and to increase the profitability; Glory Science will transform to develop optical communication products and other special applications, which is expected to get out of the red; in an effort to promote green energy, environmental protection and carbon footprint reduction, Power Quotient has planned to launch electric bicycles and peripheral products to create greater benefits for the company.

The important strategic growth of the Group in the next phase will still focus on the areas of “clean energy” and “energy saving and carbon reduction.” The Company is striving for a layout in the clean energy industry. At present, Shih Fong Power Co., Ltd. is in charge of hydropower, Shinfox Energy is in charge of land wind power and solar power plant turnkey projects and maintenance, and Foxwell Energy Corporation Ltd. is in charge of offshore wind power and solar power plant investment, development and operation; Shinfox Natural Gas Co., Ltd. has obtained the import permit of liquefied natural gas (LNG) to improve air pollution and serve as a cleaner alternative fuel, and the supply operations of the first batch of imported natural gas was completed by the end of August 2021; Foxwell Power Co.,Ltd offers green power trading and integrates energy-saving services and power services such as energy storage system to form a comprehensive energy service platform through e-commerce. Jiuwei Power Co., Ltd. was established in November 2021, whose main business is the development, construction and operation of natural gas power plants. Founded in March 2022, Yuanshan

6

Forestry focuses on the development of carbon capture and storage technology, which is part of the Group’s effort of advanced planning in response to climate change to achieve its goal of sustainability.

The Company will thrive on a stable basis and create greater profits for shareholders. Therefore, we need to be prepared to face challenges and solve problems, so as to ensure the growth of the Company’s revenue and profit. Lastly, I hope that all shareholders can continue to support and encourage the company, and I wish all shareholders the best of everything.

7

I. 2022 Business Results

  • (1) Implementation Results of Business Plan

Financial report prepared in accordance with the law Unit: NT$ thousand

Item 2022 2021 Growth rate
Operatingincome 12,069,249 11,241,928 7.36%
Operating cost 10,259,716 9,418,926 8.93%
Operatingmargin 1,809,533 1,823,002 (0.74%)
Operating expenses 1,255,560 1,195,161 5.05%
Operating profit 553,973 627,841 (11.77%)
Non-operatingincome and
expenditure
292,548 221,759 31.92%
Netprofitbeforetax 846,521 849,600 (0.36%)
Netprofit for the period 660,391 626,231 5.45%
Net profit attributable to the
parent company
529,589 434,012 22.02%
  • (2) Budget Execution Ability

The company did not prepare the 2022 financial forecast, so this is not applicable.

  • (3) Profitability Analysis
Year Year 2022 2021
Returnon assets (%) 2.69 3.02
Returnonshareholders’equity (%) 4.95 6.21
Percentage of
paid-in capital
(%)
Operating profit 22.50 25.5
Net profit before
tax
34.38 34.5
Netprofit rate (%) 5.47 5.57
Basic earningsper share(NT$) (Note) 2.15 1.76

Note: The ratios above are based on the figures in the consolidated financial statements, and the earnings

per share are calculated based on the number of shares after retrospective adjustment.

(4) Research development status

  • 3C Components:

  • Patent application.

  • Optical mold technology and forming technology.

  • Improved automation capabilities.

  • Process efficiency and yield.

  • R&D of new materials for general optical use.

  • Optical design capability development

  • Optical inspection capability development

  • Mold flow and big data analysis capability development.

  • Development and application of new optical products and technologies.

  • Application and cooperative development of other optical products.

8

3C Retail and Peripheral Products:

  1. The direct impact on Apple’s lightning charging interface is expected to drive a new wave of Apple’s USB-C charging peripherals and wireless charging (MagSafe) demand. USB-C charging cables will also need to provide more specific support wattage and restrictions. The USB-C interface charging and transmission cable specification are in line with the new USB-iF protocol, and the newly released USB4 specification supports different operating system platforms to integrate charging, transmission, and video.

  2. In response to the needs of fast charging for mobile devices, a series of fast charging products have been launched, including fast chargers with output requirements of GaN140W, 100W, 65W and 35W. In response to the growing demand for handheld gaming devices, advanced fast charging products featuring NS along with HDMI+HUB functions have been developed to provide simultaneous charging and docking for multiple devices.

  3. Following the lifting of pandemic-related restrictions, the demand for mobile power has been boosted by the influx of people traveling abroad. The Company continues to plan PD10000mAh/20000mAh and MagSafe wireless power banks, and develop high output wattage power banks to provide wireless charging for laptops, tablets, office mobility and business trips.

  4. For the electric bicycle market of over 2.8 million units across four regions (Taiwan/Japan/USA/Australia), the Company’s current strategy is to develop potential customers and channels in the four regions with a dual-focus on branding and OEM to meet the needs of different customer groups, such as mini velos, commuter bikes, parent-child bikes, road bikes and off-road bikes.

Energy Service Management:

  1. Developing renewable energy and clean energy markets.

  2. The project contracting business of power plants and improvement of the operation efficiency of power plant maintenance.

System and Peripheral Products:

  1. Participating in the development process of customers’ new products to providing customers with various solutions and technical support.

  2. We are also actively striving to cultivate R&D talents across the strait, including talents of software, firmware, optics, electronics and institutions, strengthening onthe-job training, and enriching the capability of the R&D team.

  3. Continuing to develop related products such as digital imaging and automatic paper feeder modules and actively investing in mold development to increase the company’s core mold technology and enhance mold competitiveness to strengthen one-stop service to customers.

  4. Establishing a complete testing centers in Taiwan, Dongguan Qingxi and Shandong

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Weihai to provide rapid testing and verification services during the R&D phase, as well as rapid support and improved product design quality.

  1. To promote the control of prohibited substances, lead-free products, and to develop materials and products that meet environmental protection requirements. Paying close attention to environmental requirements and restrictions in different countries.

  2. Committed to bridging the gaps in the world of conservation and continuing to promote ESG sustainability.

II. Summary of 2023 Business Plan

  • (1) Business Policy

After the establishment of the company, Glory Science Co., Ltd., Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd. will further strengthen each other’s advantages in their respective professional fields, and then join Shih Fong Power Co., Ltd. and Shinfox Energy Co., Ltd. to expand their energy service territories. Under the complementary resource sharing and full cooperation of marketing, procurement and R&D, each company’s resources are integrated to give full play to the advantage of integrated marketing. After the vertical integration between upstream and downstream products, the scale of operations will be expanded to increase economic benefits and improve overall operating performance and competitiveness, thereby increasing the future room for growth between each other. At the same time, commanding heights and new opportunities for the future development and sustainable operation of the optoelectronic, communication and digital imaging businesses can be obtained to provide customers with quality, efficient and comprehensive services so as to create the company’s best operating performance and seek the maximum profit for shareholders.

The company assists in the integration of resources within the Group so that each business entity can focus on its business while taking into account the flexibility and efficiency of its independent operation and development and improving the efficiency of the corporate division of labor.

  • (2) Expected Sales Volume and Its Basis

The Group’s products are mainly consumer electronics. As the industry growth trend of mobile phone lens modules and optical connectors remains unchanged, and the system and peripheral product businesses are actively expanding customer bases and developing new products, the sales volume of each product is expected to reach a stable growth. In terms of energy services, as it is mainly energy-saving services, equipment maintenance services and solar engineering design and development, the sales volume cannot be calculated.

  • (3) Important Production and Marketing Policies

The Group will enhance its internal management capabilities to reduce various production costs, continue to expand production capacity, actively cultivate talents,

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strengthen employee training, make good use of group resources, as well as provide customers with the best service and technical resources and establish a good cooperative relationship with customers, in order to achieve a win-win goal.

III. Future Company Development Strategy

The subsidiaries of the Group have strengthened each other’s advantages in their respective professional fields. Under the complementary resource sharing and full cooperation of marketing, procurement and R&D, the resources of each company are integrated to give full play to the advantage of integrated marketing. After the vertical integration between upstream and downstream products, the scale of operations will be expanded to increase economic benefits and improve overall operating performance and competitiveness, thereby increasing the room for future growth between each other. At the same time, commanding heights and new opportunities for the future development and sustainable operation of the optoelectronic, communication and digital imaging businesses can be obtained to provide customers with quality, efficient and comprehensive services.

IV. Impact of External Competition Environment, Legal Environment and Overall Business Environment

Faced with the rapidly changing industry and operating environment, the Group will further implement business management, improve operating efficiency, and respond to the company’s operations with a more positive attitude and service. In addition to continuing to control fixed marketing costs, the Group will also use its relevant resources to develop and produce products to strengthen its cost competitiveness and timeliness. In the meantime, the company will integrate the technical guidance of the Group to develop forward-looking products, strengthen product differentiation and enhance competitiveness. Green energy is supported by current policies and regulations and will bring a greater vision to the FIT Holding Group.

Responsible persons:T.C.Gou Managerial Officer:Wilson Hu Chief Accounting Officer:Kufn Lin

11

Annex II

Audit Committee’s Review Report

The company’s board of directors submitted the proposed business report, financial statements, and earnings distribution plan for 2022. The financial statements were audited by PwC Taiwan and an independent auditor’s report was issued accordingly. The proposal of the above-mentioned business report, financial statements and earnings distribution plan has been audited by the Audit Committee and did not find any discrepancy. A report is prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; please verify.

FIT Holding Co., Ltd.

Convener of Audit Committee:Ralph Chen

March 13, 2023

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Annex III

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 22004886

To the Board of Directors and Shareholders of FIT Holding Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of FIT Holding Co., Ltd. and subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by 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 the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion

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thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s consolidated financial statements of the year ended December 31, 2022 are stated as follows:

Recognition of construction revenue - assessment on the stage of completion

Description

Please refer to Note 4(30) for accounting policy on construction contracts; Note 5(2) for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts and Note 6(23) for details of contract assets and contract liabilities, which amounted to NT$2,716,125 thousand and NT$7,785 thousand, respectively, as of December 31, 2022.

The Group’s construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by

the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract. The aforementioned estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, we consider the assessment on the stage of completion which was applied on construction revenue recognition as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter on the stage of completion:

  • A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.

  • B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant constructions performed in the period.

  • C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and

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reasonableness of estimating costs for those that have not been assigned.

  • D. Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.

Valuation of goodwill impairment

Description

Please refer to Note 4(21) for accounting policies on impairment loss on non-financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(12) for details of intangible assets.

The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. The Company valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit’s recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding and assessed the reasonableness of valuation of goodwill impairment policies and procedures.

  • B. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • C. Assessed that the valuation model used in the appraisal report was widely used and appropriate.

  • D. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.

Valuation of property, plant and equipment impairment

Description

Please refer to Note 4(21) for accounting policies on impairment loss on non-financial assets, Note 5(2)

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for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(8) for details of property, plant and equipment.

As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of property and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding and assessed the reasonableness of valuation of property, plant and equipment impairment policies and procedures.

  • B. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • C. Verified whether the list of properties for the external appraiser is correct.

  • D. Assessed that the valuation method used in the appraisal report was appropriate.

  • E. Tested the external appraisal report’s valuation basis adequacy.

Other matter - Reference to the reports of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$203,442 thousand and NT$212,883 thousand, constituting 0.63% and 0.87% of the consolidated total assets as at December 31, 2022 and 2021, respectively, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT$(9,441) thousand and NT$(2,358) thousand, constituting (1.57%) and (2.41%) of the consolidated total comprehensive income for the years then ended, respectively.

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Other matter-Parent company only financial statements

We have audited and expressed an unqualified opinion and an unqualified opinion with an other matters section on the parent company only financial statements of FIT Holding Co., Ltd. as at and for the years ended December 31, 2022 and 2021, respectively.

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

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

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

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

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

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

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

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

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

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

Chou, Hsiao-Tzu[Liang Yi Chang ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 13, 2023

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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FIT HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(3) and 8
6(23)
6(4)
6(4)
7
7
6(29)
6(5)
6(6)
6(14)
8
6(2)
6(3) and 8
6(7)
6(8) and 8
6(9)
6(11) and 8
6(12)(32)
6(29)
6(13)(19) and 8
December 31, 2022
AMOUNT
%
$
5,732,695
18
2,906,275
9
2,716,125
8
34,952
-
1,175,308
4
40,899
-
42,464
-
41,363
-
1,305,042
4
5,078,416
16
-
-
1,018,679
3
20,092,218
62
1,904,369
6
393,288
1
2,033,895
6
3,651,644
11
520,496
2
392,454
1
1,258,124
4
206,839
1
1,560,221
5
375,454
1
12,296,784
38
$
32,389,002
100
December 31, 2021 December 31, 2021
AMOUNT
$
5,732,695
2,906,275
2,716,125
34,952
1,175,308
40,899
42,464
41,363
1,305,042
5,078,416
-
1,018,679
20,092,218
1,904,369
393,288
2,033,895
3,651,644
520,496
392,454
1,258,124
206,839
1,560,221
375,454
12,296,784
$
32,389,002
AMOUNT
$
4,968,346
2,096,938
3,216,453
4,259
1,145,867
51,547
54,757
2,204
1,359,049
2,617,461
15,599
36,744
15,569,224
2,098,520
19,140
878,483
3,469,151
552,434
400,811
966,092
234,941
213,290
141,750
8,974,612
$
24,543,836
%
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1140
Current contract assets
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1220
Current tax assets
130X
Inventories
1410
Prepayments
1460
Non-current assets or disposal groups
classified as held for sale, net
1470
Other current assets
11XX
Current Assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for business facilities
1990
Other non-current assets, others
15XX
Non-current assets
1XXX
Total assets
20
8
13
-
5
-
-
-
6
11
-
-
63
8
-
4
14
2
2
4
1
1
1
37
100

(Continued)

20

FIT HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(15)
$
7,035,719
22
$
3,086,000
13
6(16)
1,789,159
6
1,596,522
6
6(23)
390,739
1
383,882
2
656
-
150
-
1,414,445
4
2,732,866
11
7
2,573
-
5,317
-
6(17)
799,765
3
758,134
3
7
32,160
-
29,869
-
66,500
-
173,693
1
7
57,848
-
61,639
-
6(18)
689,541
2
302,694
1
128,048
1
162,645
1
12,407,153
39
9,293,411
38
6(18)
4,708,173
14
2,775,173
11
6(29)
282,365
1
177,731
1
7
234,480
1
254,886
1
51,414
-
52,117
-
5,276,432
16
3,259,907
13
17,683,585
55
12,553,318
51
6(20)
2,462,421
7
2,462,421
10
6(21)
4,841,997
15
4,890,319
20
6(22)
51,068
-
8,985
-
229,129
1
8,361
-
582,744
2
427,826
2
(
290,673) (
1) (
220,768) (
1 )
7,876,686
24
7,577,144
31
6,828,731
21
4,413,374
18
14,705,417
45
11,990,518
49
9
11
$
32,389,002
100
$
24,543,836
100
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2220
Other payables to related parties
2230
Current income tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Current Liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance sheet
date
3X2X
Total liabilities and equity

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

21

FIT HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items Year ended December31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(23) and 7
$
12,069,249
100
$
11,241,928
100
6(5)(28) and 7
(
10,259,716) (
85) (
9,418,926) (
84)
1,809,533
15
1,823,002
16
6(28)
(
191,356) (
1) (
195,416) (
2)
(
692,903) (
6) (
603,111) (
5)
(
369,415) (
3) (
395,088) (
3)
12(2)
(
1,886)
- (
1,546)
-
(
1,255,560) (
10) (
1,195,161) (
10)
553,973
5
627,841
6
6(24)
68,260
1
41,084
-
6(25) and 7
152,742
1
145,258
1
6(26)
156,976
1
96,074
1
6(9)(27) and 7
(
135,701) (
1) (
120,652) (
1)

6(7)
50,271
-
59,995
1
292,548
2
221,759
2
846,521
7
849,600
8
6(29)
(
186,130) (
2) (
223,369) (
2)
$
660,391
5
$
626,231
6
4000
Sales revenue
5000
Operating costs
5900
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expect credit loss
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint
ventures accounted for using equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

22

FIT HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(19)
$
14,127
-
$
5,994
-
6(2)
(
195,251) (
1) (
473,948) (
4)
6(29)
(
2,826)
- (
1,199)
-
(
183,950) (
1) (
469,153) (
4)
156,765
1 (
75,883) (
1)
-
-
1,143
-
6(29)
(
31,306)
-
15,447
-
125,459
1 (
59,293) (
1)
($
58,491)
- ($
528,446) (
5)
$
601,900
5
$
97,785
1
$
529,589
4
$
434,012
4
130,802
1
192,219
2
$
660,391
5
$
626,231
6
$
470,985
4 ($
99,017) (
1)
130,915
1
196,802
2
$
601,900
5
$
97,785
1
6(30)
$
2.15
$
1.76
$
2.14
$
1.76
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Other comprehensive income, before
tax, actuarial gains (losses) on
defined benefit plans
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
8310
Components of other
comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8370
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will be
reclassified to profit or loss
8399
Income tax relating to the
components of other comprehensive
income
8360
Components of other
comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive (loss) income
for the year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Total
Comprehensive (loss) income
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Total
Earinings per share
9750
Basic earnings per share (in dollars)
9850
Diluted earnings per share (in
dollars)

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

23

FIT HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Equity attributable to owners of the parent

Year 2021
Balance at January 1, 2021
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Adjustments to share of changes in equity of associates and
joint ventures accounted for using the equity method
Cash dividends paid by additional paid-in capital
Appropriation and distribution of retained earnings
Legal reserve appropriated
Cash dividends to shareholders
Changes in non-controlling interest
Compensation costs
Disposal of equity investments at fair value through other
comprehensive income
Balance at December 31, 2021
Year 2022
Balance at January 1, 2022
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Adjustments to share of changes in equity of associates and
joint ventures accounted for using the equity method
Cash dividends paid by additional paid-in capital
Appropriation and distribution of retained earnings
Cash dividends to shareholders
Legal reserve appropriated
Special reserve appropriated
Changes in non-controlling interest
Compensation costs
Balance at December 31, 2021
Notes Share capital -
common stock
Total capital
surplus
Retained Earnings Other equityinterest Other equityinterest Other equityinterest Total Non-controlling
interest
Total equity
Legal reserve Special reserve Total
unappropriated
retained earnings
(accumulated
deficit)
Financial
statements
translation
differences of
foreign operations
Unrealised gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
6(21)
6(22)
6(31)
6(21)
6(22)
6(31)



$ 2,462,421
-
-
-
-
-
-
-
-
-
-
$ 2,462,421
$ 2,462,421
-
-
-
-
-
-
-
-
-
-
$ 2,462,421
$ 4,198,013
-
-
-
4,858
(
172,370 )
-
-
859,818
-
-
$ 4,890,319
$ 4,890,319
-
-
-
2,127
(
246,242 )
-
-
-
194,140
1,653
$ 4,841,997
$
-
-
-
-
-
-
8,985
-
-
-
-
$
8,985
$
8,985
-
-
-
-
-
-
42,083
-
-
-
$
51,068



$
8,361
-
-
-
-
-
-
-
-
-
-
$
8,361
$
8,361
-
-
-
-
-
-
-
220,768
-
-
$
229,129
$
89,848
434,012
4,795
438,807
(
871 )
-
(
8,985 )
(
73,873 )
-
-
(
17,100 )
$
427,826
$
427,826
529,589
11,301
540,890
-
-
(
123,121 )
(
42,083 )
(
220,768 )
-
-
$
582,744
($
239,429 )
-
(
63,876 )
(
63,876 )
-
-
-
-
-
-
-
($
303,305 )
($
303,305 )
-
125,346
125,346
-
-
-
-
-
-
-
($
177,959 )
$
539,385
-
(
473,948 )
(
473,948 )
-
-
-
-
-
-
17,100
$
82,537

$
82,537
-
(
195,251 )
(
195,251 )
-
-
-
-
-
-
-
($
112,714 )
$ 7,058,599
434,012
(
533,029 )
(
99,017 )
3,987
(
172,370 )
-
(
73,873 )
859,818
-
-
$ 7,577,144
$ 7,577,144
529,589
(
58,604 )

470,985
2,127
(
246,242 )
(
123,121 )
-
-
194,140
1,653
$ 7,876,686
$ 1,118,656
192,219
4,583
196,802
-
-
-
-
3,092,180
5,736
-
$ 4,413,374
$ 4,413,374
130,802
113
130,915
-
-
-
-
-
2,281,988
2,454
$ 6,828,731
$ 8,177,255
626,231
(
528,446 )
97,785
3,987
(
172,370 )
-
(
73,873 )
3,951,998
5,736
-
$ 11,990,518
$ 11,990,518
660,391
(
58,491 )
601,900
2,127
(
246,242 )
(
123,121 )
-
-
2,476,128
4,107
$ 14,705,417

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

24

FIT HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit loss

Depreciation (including investment property and
right-of-use assets)

Amortizations

Gains on disposals of property, plant and
equipment

Dividend income

Share of profit of associates and joint ventures
accounted for using the equity method
Interest expense

Interest income

Gains on disposals of investments
Compensation cost
Deferred government grants revenue recognised
Profit from lease modification

Changes in operating assets and liabilities
Changes in operating assets
Current contract assets
Notes receivable, net
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Other current liabilities
Cash outflow generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows used in operating activities
Year ended December 31
Notes
2022
2021
$
846,521 $
849,600
12(2)
1,886
1,546
6(8)(9)(11)(26)(2
8)
393,728
398,577
6(12)(28)
16,826
13,335
6(8)(26)
(
2,293 ) (
21 )
6(25)
(
44,690 ) (
72,193 )
(
50,271 ) (
59,995 )
6(27)
135,701
120,652
6(24)
(
68,260 ) (
41,084 )
(
12,866 ) (
112,689 )
4,107
5,736
6(26)
(
5,956 ) (
7,709 )
6(9)
(
1,246 )
-
500,328 (
3,111,862 )
(
30,693 )
587
(
48,117 ) (
251,976 )
10,648
343,174
14,004 (
45,451 )
54,007 (
491,903 )
(
2,461,722 ) (
2,215,919 )
15,118
9,139
6,857 (
256,434 )
506 (
5 )
(
1,314,408 )
1,750,720
(
2,744 ) (
16,753 )
3,403
93,610
2,291 (
7,570 )
(
34,580 ) (
40,766 )
(
2,071,915 ) (
3,145,654 )
66,549
39,839
44,690
72,193
(
130,902 ) (
120,616 )
(
259,435 ) (
25,861 )
(
2,351,013 ) (
3,180,099 )

(Continued)

25

FIT HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair
value through other comprehensive income
Increase in financial assets at amortised cost
Acquisition of investments accounted for using the
equity method
Proceeds from disposal of investments accounted for
using the equity method
Net cash flow from acquisition of subsidiaries

Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment

Acquisition of intangible assets

Increase in prepayments for business facilities
Increase in refundable deposits
Increase in other non-current assets
Net cash flow from disposal of subsidiaries
Net cash flows (used in) from investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Decrease in short-term borrowings

Increase in short-term notes payable

Increase in long-term borrowings

Decrease in long-term borrowings

Repayment of lease liabilities

Other payables to related parties
Increase in guarantee deposits received
Increase in other non-current liabilities
Cash dividends paid

Cash dividends paid by additional paid-in capital

Subsidiary's cash dividends paid
Proceeds from disposal of subsidiaries

Changes in non-controlling interest

Net cash flows from (used in) financing
activities
Changes in foreign currency exchange
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2022
2021
$
- $
128,776
(
1,183,485 )
3,477,517
(
1,101,545 ) (
216,760 )
-
138,721
6(32)
(
199,214 )
-
(
536,604 ) (
364,300 )
6(8)
5,477
2,397
6(12)
(
9,887 ) (
3,810 )
(
1,390,394 ) (
57,205 )
(
1,214,898 ) (
7,535 )
(
12,890 ) (
16,836 )
65,262
-
(
5,578,178 )
3,080,965
6(34)
31,298,547
20,404,954
6(34)
(
27,348,828 ) (
20,448,754 )
6(34)
192,637
1,289,285
6(34)
11,507,524
6,587,792
6(34)
(
9,187,677 ) (
7,554,444 )
6(34)
(
84,163 ) (
87,721 )
- (
4,000,000 )
4,767
17,969
486
15,710
6(22)
(
123,121 ) (
73,873 )
6(21)
(
246,242 ) (
172,370 )
(
102,908 ) (
55,396 )
6(31)
-
802,809
6(31)
2,703,696
3,204,585
8,614,718 (
69,454 )
78,822 (
11,955 )
764,349 (
180,543 )
4,968,346
5,148,889
$
5,732,695 $
4,968,346

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

26

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 22004925

To the Board of Directors and Shareholders of FIT HOLDING CO., LTD.

Opinion

We have audited the accompanying parent company only balance sheets of FIT HOLDING CO., LTD. as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of FIT HOLDING CO., LTD. as at December 31, 2022 and 2021, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of FIT HOLDING CO., LTD. in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in

27

forming our opinion thereon, we do not provide a separate opinion on these matters.

The balance of investments accounted for under the equity method recognized amounted to

NT$9,552,564 thousand, constituting 91% of the Company’s total assets as at December 31, 2022, and the investment profit (shown as operating revenue) amounted to NT$551,836 thousand. Please refer to Note 4(9) for accounting policies on investments accounted for under the equity method and Note 6(3) for details of investments accounted for under the equity method. As the amounts are material to the parent company only financial statements of the Company, the investments accounted for under equity method - recognition of construction revenue - assessment on the stage of completion, investments accounted for under equity method - valuation of goodwill impairment and investments accounted for under equity method -valuation of property, plant and equipment impairment were identified as key audit matters.

Key audit matters for FIT HOLDING CO., LTD.’s parent company only financial statements of the current period are stated as follows:

Recognition of construction revenue - assessment on the stage of completion

Description

Please refer to Note 4(30) for accounting policy on construction contracts; Note 5(2) for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts and Note 6(23) for details of contract assets and contract liabilities, which amounted to NT$2,716,125 thousand and NT$7,785 thousand, respectively, as of December 31, 2022.

The construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract. The aforementioned estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, we consider the assessment on the stage of completion which was applied on construction revenue recognition as a key audit matter.

28

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter on the stage of completion:

  • A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.

  • B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant constructions performed in the period.

  • C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.

  • D. Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.

Investments accounted for under equity method - Valuation of goodwill impairment Description

Please refer to Note 4(21) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(12) in the consolidated financial statements for details of intangible assets. The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. The Company valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit’s recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding and assessed the reasonableness of valuation of goodwill impairment

29

policies and procedures.

  • B. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • C. Assessed that the valuation model used in the appraisal report was widely used and appropriate.

  • D. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.

Investments accounted for under equity method - Valuation of property, plant and equipment impairment

Description

Please refer to Note 4(21) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(8) in the consolidated financial statements for details of property, plant and equipment. As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of plant and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement, various assumptions and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Obtained an understanding and assessed the reasonableness of valuation of property, plant and equipment impairment policies and procedures.

  • B. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.

  • C. Verified whether the list of properties for the external appraiser is correct.

  • D. Assessed that the valuation method used in the appraisal report was appropriate.

  • E. Tested the external appraisal report’s valuation basis adequacy.

30

Other matter - Reference to the reports of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$203,442 thousand and NT$212,883 thousand, constituting 1.94% and 2.34% of the consolidated total assets as at December 31, 2022 and 2021,respectively, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT($9,441) thousand and NT($2,358), constituting (2.00%) and 2.38% of the total comprehensive income for the year then ended,respectively.

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

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

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

Those charged with governance, including audit committee, are responsible for overseeing FIT HOLDING CO., LTD.’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’

31

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of FIT HOLDING CO., LTD.’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on FIT HOLDING CO., LTD.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause FIT HOLDING CO., LTD. to cease to continue as a going concern.

5.

6.

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

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within FIT HOLDING CO., LTD. to express an opinion on the parent company

32

only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

Chou, Hsiao-Tzu

[Liang Yi Chang ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 13, 2023

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

33

FIT HOLDING CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
$
7,224
-
$
1,532
-
6(2)
27,330
-
227,626
3
7
694,545
7
26,666
-
-
-
78
-
1,705
-
3,090
-
730,804
7
258,992
3
6(1)
210,529
2
210,529
2
6(3)
9,552,564
91
8,643,898
95
9,763,093
93
8,854,427
97
$
10,493,897
100
$
9,113,419
100
6(5)
$
1,128,000
11
$
910,000
10
49,567
-
41,722
-
9,581
-
54,515
1
6(6)
200,000
2
-
-
63
-
38
-
1,387,211
13
1,006,275
11
6(6)
1,230,000
12
530,000
6
1,230,000
12
530,000
6
2,617,211
25
1,536,275
17
6(7)
2,462,421
23
2,462,421
27
6(8)
4,841,997
47
4,890,319
53
51,068
-
8,985
-
229,129
2
8,361
-
6(9)
582,744
6
427,826
5
(
290,673) (
3) (
220,768) (
2)
7,876,686
75
7,577,144
83
9
11
$
10,493,897
100
$
9,113,419
100
Current assets
1100
Cash and cash equivalents
1136
Current financial assets at amortised
cost
1210
Other receivables - related parties
1410
Prepayments
1470
Other current assets
11XX
Current Assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1550
Investments accounted for under
equity method
15XX
Non-current assets
1XXX
Total assets
Liabilities and Equity
Current liabilities
2100
Short-term borrowings
2200
Other payables
2230
Current income tax liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Current Liabilities
Non-current liabilities
2540
Long-term borrowings
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

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

34

FIT HOLDING CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Notes
6(3)
6(11)
(
(
7
6(10)
(
6(12)
(
(
(
6(13)
Year ended December 31 Year ended December 31
2022 2021
AMOUNT
$
551,836
-
551,836

25,669 ) (

25,669 ) (
526,167
13,090
168
4,728

31,891 ) (
512,262
17,327
$
529,589
$
183,950 ) (

183,950 ) (
125,346
125,346
$
58,604 ) (
$
470,985
$
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6200
General and administrative expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7900
Profit before income tax
7950
Income tax expense
8200
Profitfor the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8330
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will not
be reclassified to profit or loss
8310
Components of other
comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8380
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will be
reclassified to profit or loss
8360
Components of other
comprehensive income that will be
reclassified to profit or loss
8300
Other comprehensive (loss) income
for the year
8500
Total comprehensive (loss) income
for the year
9750
Total basic earnings per share (in
dollars)
9850
Total diluted earnings per share (in
dollars)
$

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

35

FIT HOLDING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Year 2021
Balance at January 1, 2021
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Adjustments to share of changes in equity of
associates and joint ventures accounted for using the
equity method
Cash dividends paid from additional paid-in capital
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends to shareholders
Changes in investees' capital increase not recognized
by shareholding percentage
Capital surplus, difference between consideration and
carrying amount of subsidiaries acquired or disposed
Disposal of investments in equity instruments at fair
value through other comprehensive income
Balance at December 31, 2021
Year 2022
Year 2022
Profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Adjustments to share of changes in equity of
associates and joint ventures accounted for using the
equity method
Cash dividends paid by additional paid-in capital
Appropriation and distribution of retained earnings
Legal reserve appropriated
Special reserve appropriated
Cash dividends to shareholders
Changes in investees' capital increase not recognized
by shareholding percentage
Compensation costs
Balance at December 31, 2022
Notes Share capital - common
stock
Total capital surplus,
additionalpaid-in capital
Retained Earnings Other equityinterest Other equityinterest Other equityinterest Total
Legal reserve Special reserve Total unappropriated
retained earnings
(accumulated deficit)
Financial statements
translation differences of
foreign operations
Unrealised gains (losses)
from financial assets
measured at fair value
through other
comprehensive income
6(8)
6(9)
6(8)
6(9)
$
2,462,421
-
-
-
-
-
-
-
-
-
-
$
2,462,421
$
2,462,421
-
-
-
-
-
-
-
-
-
-
$
2,462,421
$
4,198,013
-
-
-
4,858
(
172,370 )
-
-
712,436
147,382
-
$
4,890,319
$
4,890,319
-
-
-
2,127
(
246,242 )
-
-
-
194,140
1,653
$
4,841,997
$
-
-
-
-
-
-
8,985
-
-
-
-
$
8,985
$
8,985
-
-
-
-
-
42,083
-
-
-
-
$
51,068



$
8,361
-
-
-
-
-
-
-
-
-
-
$
8,361
$
8,361
-
-
-
-
-
-
220,768
-
-
-
$
229,129
$
89,848
434,012
4,795
438,807
(
871 )
-
(
8,985 )
(
73,873 )
-
-
(
17,100 )
$
427,826
$
427,826
529,589
11,301
540,890
-
-
(
42,083 )
(
220,768 )
(
123,121 )
-
-
$
582,744
($
239,429 )
-
(
63,876 )
(
63,876 )
-
-
-
-
-
-
-
($
303,305 )
($
303,305 )
-
125,346
125,346
-
-
-
-
-
-
-
($
177,959 )







$
539,385
-
(
473,948 )
(
473,948 )
-
-
-
-
-
-
17,100
$
82,537
$
82,537
-
(
195,251 )
(
195,251 )
-
-
-
-
-
-
-
($
112,714 )
$
7,058,599
434,012
(
533,029 )
(
99,017 )
3,987
(
172,370 )
-
(
73,873 )
712,436
147,382
-
$
7,577,144
$
7,577,144
529,589
(
58,604 )
470,985
2,127
(
246,242 )
-
-
(
123,121 )
194,140
1,653
$
7,876,686

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

36

FIT HOLDING CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Share of profit (loss) of associates accounted for
using the equity method

Interest expense
Interest income
Changes in operating assets and liabilities
Changes in operating assets
Other current assets
Changes in operating liabilities
Other payables
Prepayments
Other Liability
Cash outflow generated from operations
Interest received
Income taxes paid
Dividend received
Interest paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortised cost
Acquisition of investments accounted for under
the equity method
Increase in other receivables from related parties
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Increase in long-term borrowings
Decrease in long-term borrowings
Cash dividends paid
Cash dividends paid by additional paid-in
capital
Proceeds from disposal of subsidiaries
Net cash flows from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2022
2021
$
512,262 $
462,040
6(3)
(
551,836 ) (
512,752 )
31,891
14,563
(
13,090 ) (
7,845 )
24 (
1,430 )
(
23,331 )
28,716
78
11
25
8
(
43,977 ) (
16,689 )
14,452
6,476
(
63,324 ) (
468 )
412,485
412,485
(
30,715 ) (
14,357 )
288,921
387,447
200,296 (
227,626 )
(
600,000 ) (
1,236,760 )

(
632,162 )
350,364
(
1,031,866 ) (
1,114,022 )
218,000
152,200
2,910,000
1,760,000
(
2,010,000 ) (
1,630,000 )
(
123,121 ) (
73,873 )
(
246,242 ) (
172,370 )
-
690,000
748,637
725,957
5,692 (
618 )
1,532
2,150
$
7,224 $
1,532

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

37

Annex IV

FIT Holding Co., Ltd.

Earnings Distribution Table

2022

Unit:NT$ Unit:NT$ Unit:NT$
Item Amount Remarks
Subtotal Total
Undistributed earnings at the beginning of the
period
41,853,812
Add: adjustment of retained earnings for 2022 11,301,049
Adjusted undistributed earnings 53,154,861
Add: netprofit after tax of theyear 529,589,058
Less: legal reserve allocation (54,089,011)
Less: special reserve allocation (69,906,300)
Distributable earnings 458,748,608
Distribution item:
Cash dividend (369,363,219) NT$1.5per share
Undistributed earnings at the end of the period 89,385,389
  • Note 1: For the Company’s earnings distribution, the distributable earnings in 2022 will be allocated first.

  • Note 2: The dividend distribution is calculated based on 246,242,146 shares outstanding at the time of the resolution of the board meeting on March 13, 2023.

  • Note 3: According to the Articles of Association of the Company, the earnings will be distributed in cash, and the board meeting is authorized to decide by resolution.

Responsible persons:T.C.Gou Managerial Officer:Wilson Hu Chief Accounting Officer:Kufn Lin

38

Appendix I

FIT Holding Co., Ltd. Articles of Association

Chapter 1. General Provisions

  • Article 1. The Company is organized in accordance with the Company Act and is named FIT Holding Co., Ltd.

  • Article 2. The businesses of the Company:

  • H 201010 General investment business.

  • Article 3. The Company may provide endorsement guarantees due to business requirements with the approval of the board meeting, and the operations shall be handled in accordance with the Company’s Procedures of Endorsements and Guarantees.

  • Article 4. The Company has its head office established in New Taipei City, and may establish branches, offices or business offices at home and abroad upon the resolution of the board meeting when necessary. The Company may reinvest at home and abroad through a resolution of the board meeting; if the reinvestee is a limited liability shareholder of the Company, the total investment amount is not subject to the restriction of 40% of its paid-in share capital as in Article 13 of the Company Act.

  • Article 5. The Company’s announcement method shall be handled in accordance with Article 28 of the Company Law.

Chapter 2. Shares

  • Article 6. The total authorized capital of the Company is NT$3 billion, divided into 300 million shares, with the amount of NT$10 per share. The board meeting is authorized to issue the shares in installments as required.

  • Within the authorized capital amount in the preceding paragraph, NT$300 million is reserved for the issuance of employee stock option certificates for a total of 30 million shares at NT$10 per share, which may be issued in installments in accordance with the resolution of the board meeting.

  • Article 6-1. Employees, including those of parents or subsidiaries of the Company meeting certain specific requirements, may be entitled to receive shares bought back and transferred by the Company, as well as new shares, share subscription warrants, and restricted stock for employees issued by the Company.

  • Article 7. The shares of the Company are all registered, which are signed or sealed by the director representing the Company and issued after being certified by the certifying bank for share issuance in accordance with the law.

The printing of share certificates may be exempt for shares issued by the Company, but

39

registration with a central securities depository institution is required.

  • Article 8. Unless otherwise provided by laws and regulations, the stock affairs of the Company shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.

  • Article 9. The transfer of ownership of shares shall be suspended within 60 days before the general shareholders’ meeting, 30 days before the extraordinary shareholders’ meeting, or five days before the benchmark date on which the Company decides to distribute dividends or other benefits.

  • Chapter 3. Shareholders’ meeting

  • Article 10. The shareholders’ meeting includes the general meeting and the extraordinary meeting. The general meeting shall be convened at least once a year by the board of directors according to law within six months after the end of each accounting year. The extraordinary meeting shall be convened according to law when necessary.

The Company may convene a shareholders’ meeting by means of visual communication network or other methods promulgated by the central competent authority. The Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters when holding a virtual shareholders’ meeting.

  • Article 11. The chairman of the board shall preside over the shareholders’ meeting. When the chairman is unable to attend, the chairman shall designate a director to act as his proxy; if the chairman does not appoint a director as his proxy, the directors shall elect one among themselves as the proxy. If the shareholders’ meeting is convened by someone other than a member of the board of directors who has the right to convene, the person shall act as the chairman. If there are two or more persons with the right to convene, one person shall be selected among them.

  • Article 12. If a shareholder is unable to attend the shareholders’ meeting, he may appoint a proxy to attend on his behalf by signing the power of attorney printed by the Company and stating the scope of powers authorized to the proxy. Except as specified in Article 177 of the Company Act, the attendance of a shareholder’s proxy shall 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 13. Unless otherwise stipulated by laws and regulations, each shareholder of the Company has one voting right per share.

  • Article 14. Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

40

The shareholders of the Company may also exercise their voting rights electronically. Shareholders who exercise their voting rights electronically are deemed to be present in person, and related matters shall be handled in accordance with laws and regulations.

Article 15. The resolutions of the shareholders’ meeting shall be recorded in the meeting minutes, signed or sealed by the chairman, and distributed to the shareholders within 20 days after the meeting.

The production, distribution, recorded contents and retention period of the minutes shall comply with Article 183 of the Company Act.

The minutes shall contain the date and place of the meeting, the name of the chairman, the method of resolution, and the essentials and results of the proceedings. The minutes shall be kept permanently during the existence of the Company.

Chapter 4. Directors and Audit Committee

Article 16. (Deleted)

  • Article 17. The board of directors of the Company has five to nine seats of directors for a term of three years. The candidate nomination system is adopted, and the number of independent directors shall not be less than three. The shareholders shall elect from the list of candidates, and the directors may be re-elected.

The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and appointment, exercise of powers and duties, and other matters for compliance with respect to independent directors shall be in accordance with the regulations of competent securities authorities.

The election of directors shall be handled in accordance with Article 198 of the Company Act and related provisions.

  • Article 18. The board of directors is organized by directors; the chairman shall be elected in a board meeting attended by more than two-thirds of the directors and approved by more than half of the directors present. If the chairman is on leave or unable to perform his duties for some reason, the chairman shall designate a director to act as deputy. When the chairman does not appoint a deputy, the directors shall elect one among themselves as the deputy.

  • Article 19. Unless otherwise provided by the Company Law, the board meeting shall be convened by the chairman of the board and serve as the chairman at the same time; The venue of the board meeting shall be at the location of the Company or at a place suitable for the attendance of the directors and suitable for the board meeting, or the meeting may be held by video conferencing.

For the convening of the board meeting, the reasons shall be specified and the directors be notified seven days in advance. However, a meeting may be called at any time in case of an

41

emergency.

The notice of the convening of the board meeting mentioned in the preceding paragraph may be made in writing, by fax or by electronic means .

When a director is unable to attend the board meeting for some reason, he may issue a power of attorney to entrust another director to attend the meeting in accordance with Article 205 of the Company Act, but only one agent may be appointed. If the board meeting is held by videoconferencing, the directors who participate in the meeting by video shall be deemed to have attended the meeting in person.

Article 20. The functions and powers of the board of directors are as follows:

  1. Review of business policies and medium and long-term development plans, and review and supervision of the implementation of the annual business plan.

  2. Proposal of the budget and final accounts.

  3. Formulation of the capital increase and reduction plan.

  4. Proposal of earnings distribution or loss compensation.

  5. Proposal of important external contracts.

  6. Proposal of amendment to the Articles of Association.

  7. Formulation of the Company’s organization rules and important business rules.

  8. Establishment and abolition of branches; drafting of reorganization or dissolution.

  9. Appointment and dismissal of the president and vice president of the Company.

  10. Convening of shareholders’ meetings.

  11. Proposal of purchase and disposal of the Company’s important assets.

  12. Formulation of the Company’s external endorsements and guarantees and external investment plans.

  13. Proposal of capital increase with dividends or reserves.

  14. Functions and powers in accordance with Article 202 of the Company Act.

  15. Article 21. The resolutions of the board meeting shall be recorded in the meeting minutes, signed or sealed by the chairman, and distributed to the directors within 20 days after the meeting. The minutes shall be taken in the order of the date, place, name of the chairman and resolution method, as well as the essentials of the proceedings and voting results. The minutes shall be kept permanently during the existence of the Company.

  16. Article 22. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

  17. This company has established an audit committee in accordance with Article 14-4 of the Securities and Exchange Act which is responsible for performing the functions and powers of supervisors as stipulated in the Company Act, the Securities and Exchange Act and other

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laws and regulations. The audit committee shall be composed of all independent directors with at least three members, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise. The term of office, exercise of powers and other matters to be observed of the audit committee shall be handled in accordance with the relevant laws and regulations. The board of directors shall also formulate the organizational rules of the audit committee in accordance with the relevant laws and regulations.

Article 23. The board meeting is authorized to determine the remuneration of all directors in accordance with the usual standards of the same industry. In addition, the Company may purchase liability insurance for directors, so as to reduce their risk of being sued by shareholders or other related parties due to performing their duties in accordance with the law.

Chapter 5. Managerial Officers

  • Article 24. The Company may have a president, a vice president, a chief executive, and several general managers and deputy general managers of business groups. Their appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6. Accounting

  • Article 25. At the end of each accounting year, the board of directors of the Company shall prepare (1) the business report, (2) financial statements, (3) proposals for earnings distribution or loss compensation, and have them submitted to the regular general shareholders’ meeting for recognition in accordance with the law.

  • Article 26. If the company makes a profit during the year (the so-called profit refers to the profit before tax minus the distribution of remuneration of employees and directors), no less than 6% of it shall be allocated as employees’ remuneration and no more than 3% as the directors’ remuneration. However, when the Company still has a cumulative loss, it shall reserve the compensation amount in advance.

  • The employee remuneration mentioned in the preceding paragraph can be paid in stocks or cash. The payment objects include employees of controlling or affiliated companies who meet certain conditions. The board of directors is authorized to make a resolution on the conditions and distribution methods. Directors’ remuneration can only be paid in cash. The two items above shall be decided by the board meeting and reported to the shareholders’ meeting.

  • Article 27. If there are any earnings in the annual final accounts of the Company, it shall first pay the tax and make up for the previous losses, and the allocate 10% of the balance as the legal reserve; however, the requirement does not apply when the accumulated legal reserve has reached the total capital of the Company. In addition, a special reserve shall be appropriated

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in accordance with the law or the regulations of the competent authority. If there is still a balance of earnings in the current year, then the board meeting shall draw up a proposal on the distribution of earnings based on the balance together with the accumulated undistributed earnings in the previous year, and submit it to the shareholders’ meeting for resolution.

If all or part of the dividend and bonus or legal reserve and capital reserve is to be paid in cash, the board meeting shall be authorized to make a resolution where the meeting is attended by more than two-thirds of the directors and the consent is obtained from more than half of the directors present, and the resolution shall be reported to the shareholders’ meeting. The Company’s dividend policy is to distribute the company’s distributable earnings up to 90% to shareholders in the form of dividends. According to the future capital expenditure budget and capital demand situation, the cash dividend of the company’s dividends will not be less than 20%.

Chapter 7. Supplementary Provisions

Article 28. Matters not stipulated in the Articles of Association shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 29. The Articles of Association were established on June 19, 2018.

The first revision was made on June 21, 2029.

The second revision was made on June 17, 2022.

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Appendix II

FIT Holding Co., Ltd. Rules of Procedure of Shareholders’ Meetings

  • I. The shareholders’ meeting of the Company shall be conducted in accordance with these rules unless otherwise provided by laws and regulations.

  • II. The shareholder (or proxy) attending the meeting shall hand in the attendance card to replace signin. The number of share rights present shall be calculated according to the number of share rights on the above-mentioned attendance cards plus the number of share rights exercised by electronic means.

  • III. The attendance and voting at the shareholders’ meeting shall be based on the number of shares.

  • IV. The place of the shareholders’ meeting shall be the place where the Company is located or where it is convenient for the shareholders to attend. The meeting time shall not be before 9 a.m. or after 3 p.m.

  • V. If the shareholders’ meeting is convened by the board of directors, the chairman of the board shall preside over the meeting. When the chairman is on leave or unable to perform his duties for some reason, the vice chairman shall act as his proxy. If there is no vice chairman or when the vice chairman is also on leave or unable to perform his duties for some reason, the chairman shall appoint a managing director as the proxy; if there are no managing directors, the chairman shall appoint a director as the proxy. If the chairman does not appoint any proxy, the managing directors or the directors shall elect one among them to act as the proxy.

If the shareholders’ meeting is convened by a convener other than a member of the board of

directors, the convener shall be the chairman of the meeting.

  • VI. The Company may appoint its designated lawyers, accountants or related personnel to attend the shareholders meeting as non-voting delegates.

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

  • VII. The entire process of the shareholders’ meeting shall be audio or video recorded. The recording shall be kept for at least one year.

  • VIII.The chairman shall call the meeting to order at the specified meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a meeting postponement, provided that the number of such postponement is no more than two, and the total time no more than 1 hour. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a

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tentative resolution may be adopted pursuant to paragraph 1, Article 175 of the Company Act. Before the end of the meeting, if the number of shares represented by the shareholders present reaches more than half of the total number of issued shares, the chairman may, in accordance with Article 174 of the Company Act, re-submit the tentative resolution to the meeting for voting.

  • IX. If a shareholders’ meeting is convened by the board of directors, the agenda of the meeting shall be set by the board of directors. The meeting shall be conducted according to the scheduled agenda which shall not be changed without the resolution of the shareholders’ meeting.

  • If a shareholders’ meeting is convened by a person other than the board of directors who has the right to convene, the provisions of the preceding paragraph shall apply mutatis mutandis.

Before the conclusion of the agenda (including extemporary motions) set out in the two paragraphs above, the chairman shall not declare the meeting adjourned without a resolution.

If the chairman violates the rules of procedure and announces the meeting adjourned, with the consent of more than half of the voting rights of the shareholders present, another person may be elected to be the chairman to continue the meeting.

After the closing of the meeting, the shareholders shall not elect another chairman to continue the meeting at the original place or at another place.

  • X. Before speaking, an attending shareholder shall fill out a speech slip, specifying his/her shareholder account number (or attendance card number) and account name. The order in which shareholders speak will be set by the chairman.

  • A shareholder in attendance who has submitted a speech slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speech slip, the spoken content shall prevail.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation.

  • XI. For the same proposal, each shareholder shall not speak more than twice without the consent of the chairman, and each speech shall not exceed five minutes. If the shareholder’s speech violates the rules above or exceeds the scope of the agenda item, the chairman may terminate the speech.

  • XII. When a legal person is entrusted to attend the shareholders’ meeting, it may only appoint one representative to attend.

When a legal person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same motion.

  • XIII.After an attending shareholder has spoken, the chairman may respond in person or direct relevant

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personnel to respond.

  • XIV. When the chairman is of the opinion that the motion and the amendment or extraordinary motion put forward by the shareholder has been discussed sufficiently for a vote, the chairman may announce the discussion closed and call for a vote.

  • XV. Vote scrutinizing and counting personnel for the voting on a motion, if required, shall be appointed by the chairman, provided that all the scrutinizing personnel shall be shareholders of the Company. The results of voting shall be reported on the spot and recorded.

  • XVI. The chairman may announce a break during the meeting at his discretion.

  • XVII.Unless otherwise stipulated in the Company Act and the Articles of Association of the Company, a proposal shall be approved with the consent of more than half of the voting rights of the shareholders present. If the chairman makes an inquiry to the shareholders present and there is no objection to the resolution, the resolution shall be deemed to be approved, and its effect shall be the same as the voting result.

  • XVIII. When there is an amendment or replacement to a proposal, the chairman shall determine the order of voting together with that of the original proposal. If one of the proposals is approved, the other proposals shall be deemed to be rejected and no more voting shall be needed.

  • XIX. The chairman may command the picket (or security personnel) to assist in maintaining the order of the meeting venue. When assisting in maintaining order, the picket (or security personnel) shall wear an armband or identification card with the word “picket”.

  • XX. Matters not specified in these Rules shall be handled in accordance with the Company Act, relevant laws and regulations and the Articles of Association of the Company.

  • XXI. These Rules shall come into force after being approved by the shareholders’ meeting, and the same procedure shall apply when they are amended

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Appendix III

FIT Holding Co., Ltd. Shareholdings of Directors

1. Details of shares held by Directors

Job title Account name Number of shares
registered in the
register of
shareholders
Chairman Fushilin International Investment Co., Ltd.
representative: T.C. Gou
58,303,464
Director Fushilin International Investment Co., Ltd.
representative: Kufn Lin
58,303,464
Director Hsin Hung International Investment Co., Ltd.
Representative: JefferyCheng
5,419,329
Director Hsin Hung International Investment Co., Ltd.
Representative: Hwee Kian Lim
5,419,329
Director Foxlink Taiwan Investment Co., Ltd.
Representative: Wilson Hu
2,771,276
Director Foxlink Taiwan Investment Co., Ltd.
Representative: Semi Wang
2,771,276
Independent
Director
Ralph Chen 0
Independent
Director
Chen-Rong Chiang 0
Independent
Director
Wei-Lin Wang 0
  1. Minimum number of shares to be held by all directors and details of shares registered in the register of shareholders
Job title Number of shares registered
in the register of shareholders
Minimum number of
shares to be held
Director 66,494,069 12,000,000

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