FITH - AGM Information 2023 | FinancialReports.eu

FIT Holding Co., Ltd.

2023 Annual General Shareholders’ Meeting Minutes

Time: 9:00 a.m., May 30, 2023 (Tuesday)

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

Total Shares represented by shareholders presented in person or by proxy:

The total number of shares represented at the meeting was 131,806,011 shares (including 113,056,553 shares voted electronically), which constitutes 53.52% of our company's total issued shares of 246,242,146 shares.

Chair: T.C. Gou, Chairman of the Board of Directors

Recorder: Yi-Hsien Tseng

Directors present:

Chairman T.C. Gou

Director Kufn Lin

Director Jeffrey Cheng

Director Hwee Kian Lim

Director Wilson Hu

Independent Director Ralph Chen (the Convener of Audit Committee)

Independent Director Chen-Rong Chiang

Independent Director Wei-Lin Wang

There were eight directors attended the meeting, exceeding half of the total number of directors.

Attendees:

The President of Power Quotient International Co., Ltd. Freddy Gou

The Accountant Zhou, Hsiao-Zi

The Lawyer Bennett Tang

Meeting Commencement Announced: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

Chairman’s Address: (Omitted)

I.Report Items

Proposal 1

Proposal ： Please review the Annual Business Report of our company for the year 2022.

Explanation ： Please refer to attachment 1 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 attachment 2 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 ： I. 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 the nearest NT Dollar,with the difference paid by the Company as expenses).
II.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, and all of them were paid in cash.

II.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 discuss.

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

III. Please refer to Attachment 1 to Attachment 4 for the related documents. Resolution ： The above proposal is and hereby was approved as proposed. Voting Results ： Shares present at the time of voting: 131,806,011 (including 113,056,553 shares from electronic voting).

shares from electronic voting).	shares from electronic voting).
Voting Results		% of the represented share present
Votes in favor `（`electronic votes`）`	129,692,343 `（`110,942,885`）`	98.39`％`
Votes against `（`electronic votes`）`	62,254 `（`62,254`）`	0.04`％`
Invalid Votes `（`electronic votes`）`	0 `（`0`）`	0.00`％`
Votes abstained/Not Voted `（`electronic votes`）`	2,051,414 `（`2,051,414`）`	1.55`％`

III. Extempore Motions `：` None

IV. Adjournment ： The meeting was adjourned at am 09:12

Ⅴ .There were no inquiries and suggestions raised by shareholders.

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

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.

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.

3C Retail and Peripheral Products:

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.
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.
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.
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:

Developing renewable energy and clean energy markets.
The project contracting business of power plants and improvement of the operation efficiency of power plant maintenance.

System and Peripheral Products:

Participating in the development process of customers’ new products to providing customers with various solutions and technical support.
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.
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.
Establishing a complete testing centers in Taiwan, Dongguan Qingxi and Shandong

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

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.
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,

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

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

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

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

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)

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.

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.

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:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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.

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

(Expressed in thousands of New Taiwan dollars)

Assets	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)

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

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.

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

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)

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)

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.

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.

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)

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.

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

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

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.

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

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.

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

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:

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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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

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

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.

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

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.

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	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.

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.

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.

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

AI assistant

FITH — AGM Information 2023

52375_rns_2023-06-28_f39bf214-3bd0-4a41-91c4-7fb04cd57464.pdf

FIT Holding Co., Ltd.

2023 Annual General Shareholders’ Meeting Minutes

Total Shares represented by shareholders presented in person or by proxy:

Directors present:

Attendees:

Chairman’s Address: (Omitted)

I.Report Items

Proposal 2

Proposal 3

Proposal 4

II.Matters for Approval

III. Extempore Motions ： None

FIT Holding Co., Ltd. Business Report

I. 2022 Business Results

(4) Research development status

II. Summary of 2023 Business Plan

III. Future Company Development Strategy

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

Audit Committee’s Review Report

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 22004886

Opinion

Basis for opinion

Key audit matters

Recognition of construction revenue - assessment on the stage of completion

How our audit addressed the matter

Valuation of goodwill impairment

Description

How our audit addressed the matter

Valuation of property, plant and equipment impairment

Description

How our audit addressed the matter

Other matter - Reference to the reports of other auditors

Other matter-Parent company only financial statements

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

Auditors’ responsibilities for the audit of the consolidated financial statements

Chou, Hsiao-Tzu[Liang Yi Chang ]

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

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

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

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

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

Equity attributable to owners of the parent

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

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

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 22004925

Opinion

Basis for opinion

Key audit matters

Recognition of construction revenue - assessment on the stage of completion

Description

How our audit addressed the matter

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

How our audit addressed the matter

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

Description

How our audit addressed the matter

Other matter - Reference to the reports of other auditors

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

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

5.

6.

Chou, Hsiao-Tzu

[Liang Yi Chang ]

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

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

FIT HOLDING CO., LTD.

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

FIT HOLDING CO., LTD.

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

FIT Holding Co., Ltd.

Earnings Distribution Table

2022

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FITH AGM Information 2023

III. Extempore Motions `：` None