FOCL - AGM Information 2024 | FinancialReports.eu

Stock Code ： 2491

Fortune Oriental Co., Ltd.

Handbook for the 2024 Annual Meeting of Shareholders

MEETING TIME ： June 24, 2024

PLACE：Taoyuan Administration Building

(No. 19, Aly. 51, Ln. 50, Daren Rd., Taoyuan Dist., Taoyuan City.)
TYPE OF MEETING：Physical Meeting

------Disclaimer------

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2024 ANNUAL GENERAL MEETING (“THE AGENDA”) OF FORTUNE ORIENTAL COMPANY LIMITED (“THE COMPANY”). THE TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NO OTHER PURPOSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBECT MATTER STATED HEREIN.

-1-

	Table of Contents
		Page
I.	Meeting Procedure	3
II.	Meeting Agenda	4
III. Reports matters		5
IV. Acknowledged matters		7
V.	Matters for Discussion	9
VI. Questions and Motions		10
	【Attachments】
	1. 2023 Business Report	11
	2. Audit Committee’s Review Report	14
	3. Report on remuneration of individual directors 2023	15
	4. Financial Statement and Independent Auditors’ Report	16
	【Appendices】
	1. Articles of Incorporation	38
	2. Rules and Procedures of Shareholders’ Meeting	44
	3. Shareholdings of All Directors	56

Fortune Oriental Co., Ltd. Procedures for 2024 Annual Shareholders' Meeting Procedure

I. Meeting Procedure

Call Meeting to Order
Chairperson Remarks
Reports matters
Acknowledged matters
Matters for Discussion
Questions and Motions
Adjournment

-3-

Fortune Oriental Co., Ltd.

Agenda of 2024 Annual Shareholders' Meeting Agenda

II. Meeting Agenda

Time and Date: June 24, 2024 (Monday) at 9:00 a.m.

Place: Taoyuan Administration Building

(No. 19, Aly. 51, Ln. 50, Daren Rd., Taoyuan Dist., Taoyuan City.) Type of Meeting ： Physical Meeting

Chairman ： Chen, Pi-Hua Chairman

1. Call Meeting to Order

2. Chairperson Remarks

3. Reports matters

(1) 2023 Business Report and financial Statements

(2) Audit Committee’s Report of the 2023Audited Financial Reports

(3) Report on Remuneration of Individual Directors 2023

4. Acknowledged matters

(1) Adoption of the 2023 Business Report and Financial Statements

(2) Adoption of the Proposal for 2023 Deficit Compensation

5.Matters for Discussion

(1) The subsidiaries take part in the Urban renewal project plan and Right transformation plan

6.Questions and Motions

7. Adjournment

-4-

III. Reports matters

Report 1

The Company's 2023 Business Report and financial Statements

Explanatory Notes ： The Company's 2023 Business Report and financial Statements. Please refer to 【 Attachment 1 and 4 】 of this Handbook

Report 2

Audit Committee’s Report of the 2023 Audited Financial Reports

Explanatory Notes ： Audit Committee’s Review Report. Please refer to 【 Attachment 2 】 of this Handbook

Report 3

Report on Remuneration of Individual Directors 2023

Explanatory Notes ：

I. Remuneration policies, standards, and packages, the procedure for determining remuneration paid to directors, and its linkage to operating performance and future risk exposure.
(1)Policy, standards, and composite of the remuneration payment:

The remunerations and compensations to the directors ( independent

directors included) comply with the Articles of Incorporation.

-5-

  - a. The remunerations to directors are determined by referring to their

  - engagement in and contributions to the Company’s operation and the common standards among the peers, while considering their personal attendance to board meetings, the positions in the Audit and Remuneration Committees, as well as the risks assumed as the payment criteria.

  - b. Remuneration to directors: when the Company makes profits, a percentage specified in the Articles of Incorporation is provided.

(2) Procedures of remuneration determination: a. Pursuant to the Articles of Incorporation, where the Company makes profits in a year, no more than 3% shall be provided as the remuneration of directors. However, when the Company still has a cumulative deficit, it shall reserve an amount to compensate for the deficit in advance and then allocate the remuneration of directors.
- b. The fixed remunerations to the directors are proposed by the Remuneration Committee and approved by the Board of Directors.
(3) Linkage to operating performance and future risk exposure The remunerations to directors are paid pursuant to the Articles of Incorporation and based on the Company's annual profit, so it is closely related to the operating performance. With reference to the evaluation items of the “Rules for Performance Evaluation of Board of Directors,” the directors are given a reasonable remuneration based on their individual contribution to the Company's operating performance. The Remuneration Committee regularly reviews the remuneration system based on the contribution of individual directors to the Board and the Company's operations (including the Company's future business risks, strategic planning, and corporate social responsibility).
II. For the remuneration of individual directors 2023,
Please refer to 【 Attachment 3 】 of this Handbook.

-6-

IV. Acknowledged matters

(Proposed by the Board )

Proposal :

Adoption of the 2023 Business Report and Financial Statements

Explanation:

（ 1 ） The Company’s Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’equity, and statement of cash flows, were audited by independent auditors,by Huang, Shih-Chia and Lee, Hui-Chin of G&F. Also Business Report and Financial Statements have been examined by the Audit Committee and adopted by the Board of The Company.
（ 2 ） The 2023 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements. Please refer to [Attachment 1and 4] of this Handbook.

Resolution:

-7-

2.

(Proposed by the Board )

Proposal :

Adoption of the Proposal for 2023 Deficit Compensation

Explanation:

Please refer to the 2023 Deficit Compensation Statement as follows:

Fortune Oriental Co., Ltd.
Deficit Compensation Statement
Year 2023
		(Unit：NTD$)
Unappropriated retained earnings of Year 2022	$	(147,248,608)
Add：2023 net Income		37,249,460
Deficit yet to be compensated	$	(109,999,148)

The Company proposed not to distribute dividends, remuneration of directors and employees.

Resolution:

-8-

V. Matters for Discussion

Reason: The subsidiaries take part in the urban renewal project plan and

right transformation plan. (Proposed by the Board )

Description:

To facilitate and activate development and utilization of the company’s assets and enhance the shareholder’s rights and public interest, the subsidiaries Vast Power Corporation (hereinafter referred to as VPC ) and Dajixiang International Construction Co., Ltd. (hereinafter referred to as DICCL) plan to take part in the “Urban Renewal Project Plan and Right Transformation Plan for 58 lands, including land number 724, section Huiguo, Xindian District, New Taipei City” (hereinafter referred to as the proposal) formulated by the related party Hecheng Construction Co., Ltd., serving as the implementer.
2.The value of rights that shall be allocated after renewal for the subsidiaries VPC and DICCL is calculated based on the Urban Renewal Act and its relevant regulations. In the scope of rights transformation of this proposal, the remaining amount of common sharing is deducted from the total value of rights of the lands and buildings after renewal. The value of allocated rights after renewal is calculated based on the ratio of the value of rights before renewal for each company.
The result of evaluation performed by Elite Real Estate Appraisers Joint Firm is shown below:

Unit:NTD

		Unit:NTD
Company name	The value of rights before renewal	The value of allocated rights after renewal
VPC	10,742,828	17,071,622
DICCL	638,493,244	1,014,641,134

-9-

The actual value of allocated rights after renewal is subject to the right transformation plan of this proposal approved by the New Taipei City Government.

The follow-up operations are executed for this proposal based on the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and the adjustment adapted to the competent authority or regulations. If there are unsettled affairs or if this proposal must be amended due to objective environment, market condition or fact, the Chairman is authorized to act on the amendment.
This proposal is approved by the Audit Committee. It is proposed to the Board for resolution as required by law and then proposed to the shareholders’ meeting for discussion.

Resolution:

VI. Questions and Motions

VII. Adjournment

-10-

【 Attachment 1 】

Fortune Oriental Co., Ltd.

2023 Business Report

I. 2023 Operating Results:
(I) Implementation of operational plan

The Company's consolidated revenue in 2023 was NT$192,545 thousand, a increase of 180% from the consolidated revenue of NT$(241,425) thousand in 2022. The net income attributable to shareholders of the parent was NT$37,249 thousand, which increase by 110% from the 2022 net loss of NT$385,361 thousand, and the Basic Earnings per share after tax in 2023 was NT$0.45.

The company will remain the expansion of its business and diversify its revenue streams by continuing to develop and introduce new products and services according to market’s demand actively. This strategy aims to enhance the company's operational performance and competitive advantage to create maximum shareholder value.

(II) Details of operation: the consolidated business results of the Company for 2023 are highlighted below:

Unit: NT$ thousand

Year Item	2023	2022	Increased/ (decreased )amount	Percentage of increase (decrease)%
Operating revenue	192.545	(241,425)	433,970	180)
Operating cost	(141,235)	(142,381)	(1,146)	(1)
Gross operating profit (losses)	51,310	(383,806)	435,116	113
Operating expenses	(187,022)	(150,094)	36,928	25
Operating profit(losses)	(135,712)	(533,900)	398,188	75
Non-operating income and expenses	195,775	(110,941)	306,716	276
Net income(loss) before tax	60,063	(644,841)	704,904	109
Income tax expenses	(3)	(2)	1	50
Net income(loss)	60,060	(644,843)	704,903	109
Other comprehensive income(loss) for the year, net of income tax	(6,438)	6,034	(12,472)	(207)
Total comprehensive income(loss) for the year	53,622	(638,809)	692,431	108
Net income(loss) attributable to Shareholders of the parent	37,249	(385,361)	422,610	110
Comprehensive income(loss) attributable to Shareholders of theparent	30,811	(379,327)	410,138	108
Basic earnings(losses) per share (NT$)	0.45	(4.70)	5.15	110

(III) Budget implementation: Not applicable as the Company did not disclose the 2023 financial forecast.

-11-

(IV) Financial income and expense and profitability analysis:

	Item	2023	2022
Financial structure (%)	Liability to asset rate	12.83	11.07
	Long-term fund to PP&E rate	2,132.45	4,605.7
Solvency (%)	Current rate	856.95	958.61
	Quick rate	584.45	671.42
Profitability (%)	Return on assets	4.38	(32.94)
	Return on equity	4.83	(38.94)
	Net income margin	31.19	(267.1)

II. Research and development (R&D):

(I) The Company continues to master the competitive advantages of existing products in operation, concentrates resources, and continuously develops, strengthens, and completes various illumination application products. For the coming mass market of lighting products, the Company invests in the development of lights with a good performance-price ratio to meet the customers’ needs, creating the Company's future growth momentum.
(II) Continuously developing and designing electric vehicle powertrain systems.
III. Overview of the 2024 business plan

The Company still insists on the business guidelines of low cost and low management/sales cost, to mitigate the impacts of the macro environment on the Company, and is committed to re-optimizing the organization internally, to save expenses and improve the management efficiency; externally, the diverse operation is sought and the assets are activated actively, to enhance the Company's competitiveness and increase the profitability. Therefore, the following adjustments have been made to the business plans to maintain the Company's survival.

(I) Operation guidelines
Continue to complete the indoor lighting products, and invest in the development of low-cost lights to meet the needs of customers in responding to the coming mass LED market.
Adapt to construction projects for continuing the development of a complete series of outdoor products to create the future growth momentum of the Company.
Promote green lighting and continue to develop new products.
The sales of electronic component related products are rapidly changing due to technological advancements and product innovations, leading to changes in the demand for various electronic components. In order to respond toward the rapid changes and volatility of the market, the company has been enhancing its operational efficiency through the introduction of new product structures.
Continuously developing, designing, manufacturing, and selling electric vehicle powertrain systems and services.
(II) Operation objectives
Complete the vertical and horizontal integrations, and enhance the internal communication mechanism for quick responses.
Promote automated production with improved processes and increase efficiency to reduce the impact of rising labor costs.
Search business strategic alliances, expand business reach, and stabilize the growth performance with a win-win strategy.
(III) Important sales policies

For the stable growth of the Company, the future sales policy will insist on the following key points:

Participate in lighting and Electric vehicle related exhibitions and strive for private brand promotion.
Computerize the industrial management system and full automation to improve productivity.

-12-

Improve product value and maintain price competitiveness.
IV. The Company’s future development strategies and the impact of the external competition, legal, and overall business environments:

With the fierce competition in the industry where the Company operates, if the balance of demand and supply in the market fails, excessive production capacity, sluggish prices, and declining profits will be faced to. Facing this possible situation, the Company will strive to promote the cost advantages, reduce labor costs, shorten delivery times, lower inventory costs, strengthen quality improvement, and activate assets. With the cost reduction advantage through various approaches, it is expected to expand business growth. Plus the recent rise in environmental awareness, the Company continuously adjusts the structure of energy-saving green lighting products to increase the proportion of orders with high margins within the products, and increases the product yield to expand the market share. For the evolution of regulations, the Company will actively strive for efficiency and recycling resources, improving the management environment, and lowering the impacts of production on the environment for the positive link between environmental improvement and economic benefits.

In addition, due to the increasing competition in the external environment, the Company will actively develop niche products “consistent with customers’ needs and market trends” on the current foundation to effectively create a larger market. The aforesaid countermeasures will minimize the adverse impacts of the external competitive environment and regulatory environment on the Company.

Chairman：CHEN, PI-HUA CEO：Lo, Kuang-Wei CFO：LIN, CHIH-TSUNG

-13 -

【 Attachment 2 】

Fortune Oriental Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has prepared and submitted to us the Company's 2023 Business Report, Financial Statements, and proposal for deficit compensation. Financial Statements were audited by G&F and they issued an audit report accordingly. We, as the Audit Committee of the Company, have reviewed the Business Report, Financial Statements, and proposal for deficit compensation and do not find any discrepancies. According to Article 219 of the Company Act and Article 14-4 of the Securities and Exchange Act, we hereby submit this report.

Sincerely,

Convener of the Audit Committee: Yang, Cheng-Tsung

March 08, 2024

-14-

【 Attachment 3 】

Unit: NT$ thousand; %

Title	Name	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Total Remuneration (A+B+C+D)/ Ratio of Total Remuneration to Net Income (%)	Total Remuneration (A+B+C+D)/ Ratio of Total Remuneration to Net Income (%)	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Relevant Remuneration Received by Directors Who are Also Employees	Total Compensation (A+B+C+D+E+F+G)/ Ratio of Total Compensation (to Net Income (%)	Total Compensation (A+B+C+D+E+F+G)/ Ratio of Total Compensation (to Net Income (%)	Remuneration received from the parent company and all investee companies
		Base Compensation (A)		Severance Pay (B)		Directors Compensation (C)		Allowances (D)				Salary, Bonuses, and Allowances (E)		Severance Pay (F)		Profit Sharing- Employee Bonus (G)
		The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company	Companies in the consolidated financial statements	The Company		Companies in the consolidated financial statements		The Company	Companies in the consolidated financial statements
																Cash	Stock	Cash	Stock
Chairman	Guang Shen Investment LimitedRepresentative : Chen,Pi-Hua	120	264	0	0	0	0	0	0	120/0.32	264/0.71	1,610	2,346	0	0	0	0	0	0	1,730/4.64	2,610/7.01	None
Director	Guang Shen Investment LimitedRepresentative : Liu,Chung-Min	120	120	0	0	0	0	0	0	120/0.32	120/0.32	0	0	0	0	0	0	0	0	120/0.32	120/0.32	None
Director	Guang Shen Investment LimitedRepresentative : Li,Kuo-Lung	60	108	0	0	0	0	0	0	60/0.16	108/0.29	0	0	0	0	0	0	0	0	60/0.16	108/0.29	None
Director	Guang Shen Investment LimitedRepresentative : Lo,Kuang- Li	60	138	0	0	0	0	0	0	60/0.16	138/0.37	0	1,073	0	65	0	0	0	0	60/0.16	1,276/3.43	None
Director	Lo, Kuang-Wei	120	228	0	0	0	0	0	0	120/0.32	228/0.61	0	3,037	0	0	0	0	0	0	120/0.32	3,265/8.77	None
Independent director	Huang, Jui-Ting	120	120	0	0	0	0	140	140	260/0.70	260/0.70	0	0	0	0	0	0	0	0	260/0.70	260/0.70	None
Independent director	Wang, Chao-Hsiang	120	120	0	0	0	0	140	140	260/0.70	260/0.70	0	0	0	0	0	0	0	0	260/0.70	260/0.70	None
Independent director	Yang, Cheng-Tsung	120	120	0	0	0	0	140	140	260/0.70	260/0.70	0	0	0	0	0	0	0	0	260/0.70	260/0.70	None
1. Please describe the policy, system, standards, and structure in place for paying remuneration to independent directors and describe the relationship of factors such as the duties and risks undertaken and time invested by the independent directors to the amount of remuneration paid. The remunerations and compensations to the independent directors are based on the Articles of Incorporation and the Board’s resolutions, while referring to their engagement in and contributions to the Company’s operation, their attendance to board meetings, their positions in the Audit and Remuneration Committees, as well as the risks assumed as the payment criteria. 2. In addition to what is disclosed in the above table, please specify the amount of remuneration received by directors in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to the parent company/any consolidated entities/invested enterprises): None

-15-

==> picture [66 x 30] intentionally omitted <==

Certified Public Accountants, Taipei, Taiwan 11F-l.NO.299 Sec.4 Chung-Hsiao East Road Taipei Taiwan R.O.C - - - - - - T E L ：+ 8 8 6 2 2 7 8 1 2 5 5 9 F A X ：+ 8 8 6 2 8 7 7 1 7 0 4 9

Independent Auditors’ Report

The Board of Directors and Shareholders

Fortune Oriental Company Limited

Opinions

We have audited the accompanying parent company only financial statements of Fortune Oriental Company Limited (the “Company”), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2023 and 2022, 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.

Basis for Opinion

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

16 -

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 for the year ended December 31, 2023. 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, and we do not provide a separate opinion on these matters.

Key audit matter for the Company's parent company only financial statements for the year ended December 31, 2023 is stated as follows:

Litigation and contingent liabilities

Refer to Notes 16 and 26 to the parent company only financial statements.

For major pending legal cases, does the Company's estimate sufficient litigation or settlement losses. Will affect the completeness of the parent company only financial statements to recognize related losses and liabilities, it also has an impact on the parent company only financial performance and condition. Therefore, the audit of litigation and contingent liabilities is identified as a key audit matter.

In response to the above-mentioned litigation and contingent liabilities, our major audit procedures executed are as follows:

1.Evaluate the rationality of the Company's estimated litigation or settlement loss liability provisions.
2.Review the board meeting minutes, major news announcements, and news reports during and after the audit period to search for any unaccounted for legal disputes, lawsuits, or settlement losses of the Company.
3.Evaluate the claimed amounts in relevant lawsuit, and whether sufficient losses and liability provisions are accounted for.
4.Obtain the lawyer's reply letter and opinion on the litigation case, and inquire about the Company's point of view to verify the development status of the litigation case, the completeness of the loss and provision of liabilities.
5.Evaluate whether the Company 's liability provision and the disclosure about the litigation are
appropriate.
17 -

Investments accounted for using the equity method-sub-subsidiary's inventory-evaluation of the land held for construction

The inventory- land held for construction and its superstructure of the sub-subsidiaryDajixiang International Construction Co., Ltd. at the end of 2023 accounted for 86% of the total assets of the sub-subsidiary, mainly for the market land, and the current planning combines the ownership of other real estate in the same area, jointly participate in the urban renewal business plan: transform the functional buildings into a market, a residence, or a combination of the two to increase the development value of real estate. Before the decision of the urban planning committee of the competent authority, the sub-subsidiary has uncertainty about the development value of the land held for construction, which affects the the Company's investment performance accounted for using the equity method. Refer to Note 9 to the financial statements of the sub-subsidiary, so the evaluation of the land held for construction is identified as a key audit matter.

In response to the above-mentioned evaluation of the land held for construction, our major audit procedures executed are as follows:

1.Review the documents or reports on the implementation of the construction site urban renewal plan, and pay attention to the changes in the implementation progress, whether it is in line with the urban renewal project and content.
2.Review the board meeting minutes of the urban renewal plan for the construction site, and examine whether the item approved by the board affects the development value of the construction site; and evaluate whether the impact of the directors' opinions holding other opinions affects the financial performance of the management authority.
3.Examine and review the asset appraisal report of external experts on the balance sheet date to evaluate whether there is a risk of impairment loss on the land held for construction.
4.Examine whether the note to the financial statement disclosure of the sub-subsidiary’s inventory- evaluation of the land held for construction is appropriate.

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

18 -

only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, 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 the Company’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 Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the Audit and Risk Committee) are responsible for overseeing the Company’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 parent company only 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 parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain 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
19 -

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 Company’s internal control.
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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 the Company to cease to continue as a going concern.
5.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.
6.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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,

20 -

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 for the year ended December 31, 2023 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.

The engagement partners on the audit resulting in this independent auditors' report are Huang, Shih Chia and Lee, Hui Chin.

==> picture [203 x 60] intentionally omitted <==

==> picture [195 x 61] intentionally omitted <==

G & F Certified Public Accountants Taipei, Taiwan , Republic of China March 8,2024

Notice to Readers

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

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

21 -

Fortune Oriental Company Limited Parent Company Only Balance Sheets December 31, 2023 and 2022

Unit: NT $ thousands

	Asset	Notes	December 31,2023	December 31,2023	December 31,2022	December 31,2022	Liabilities and equity	Liabilities and equity	Notes	December 31,2023	December 31,2023	December 31,2022	December 31,2022
Code	Item		Amount	%	Amount	%	Code	Item		Amount	%	Amount	%
1100 1110 1150 1170 1200 130X 1410 11XX	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss-current Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Total current assets	6 7 5,8 5,8 9	$ 26,250 95,732 109 8,435 - 8,240 357	3 11 - 1 - 1 -	$ 23,745 105,377 108 4,429 - 9,860 24	2 13 - 1 - 1 -	2130 2150 2162 2170 2200 2220 2280 2399	Current liabilities Current contract liabilities Notes payable Other notes payable to related parties Accounts payable Other payables Other payables to related parties Lease liabilities Other current liabilities - other	24 14 14,24 12	$ 47 160 225 2,332 10,914 13 1,001 32	- - - 1 1 - - -	$ - 71 3,523 4,696 10,881 13 972 20	- - 1 1 1 - - -
			139,123	16	143,543	17
							21XX	Total current liabilities		14,724	2	20,176	3
1550 1600 1755 1780 1920 1960 15XX	Non-current assets Investments accounted for using equity method Property, plant and equipment Right-of-use assets Intangible assets Refundable deposits Prepayments for investment Total non-current assets	10 11 12 13	705,327 2,489 1,567 927 1,800 -	83 1 - - - -	673,483 539 2,556 710 1,800 -	82 - 1 - - -	2570 2580 2670 25XX 2XXX 3110 3200 3300 3310 3320 3350 3400 3XXX	Non-current liabilities Deferred income tax liabilities Lease liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity Capital stock Capital surplus Retained earnings Legal reserve Special reserve Accumulated deficit Total retained earnings Other equity Total equity	19 12 5, 16 17	2 598 8,233	- - 1	4 1,599 8,233	- - 1
										8,833	1	9,836	1
										23,557	3	30,012	4
										820,080 82,271 33,281 5 (109,999)	96 10 4 - (13)	820,080 78,025 33,281 5 ( 147,248)	100 9 4 - (18)
			712,110	84	679,088	83

										( 76,713)	(9)	( 113,962)	(14)
										2,038	-	8,476	1
										827,676	97	792,619	96
1XXX	Total assets		$ 851,233	100	$ 822,631	100		Total liabilities and equity		$ 851,233	100	$ 822,631	100

The accompanying notes are an integral part of the parent company only financial statements (Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Chairman : Chen, Bi hua

Manager : Luo ,Guang wei

Head of Accounting : Lin, Zhi chong

Fortune Oriental Company Limited

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

Unit: NT $ thousands, except for earnings per share

Code	Item	Notes	2023	2023	2022	2022
			Amount	%	Amount	%
4000 5000 5900 6000 6100 6200 6450 6900 7000 7010 7020 7050 7070 7900 7950 8200 8310 8316 8300 8500 9750 9850	Operating revenue, net Operating costs Gross operating profit Operating expenses Selling and marketing expenses Administrative expenses Expected credit (loss)gains Total operating expenses Operating loss Non-operating income and expenses Other income Other gains and losses Finance costs Share of profits(loss) of subsidiaries and associates Total non-operating income and expenses Net income(loss) before tax Income tax benefit(expenses) Net income(loss) Other comprehensive (loss)income Items that will not be reclassified to profit or loss: Unrealized (losses)gains on investments in equity instruments at fair value through other comprehensive income on subsidiaries Other comprehensive (loss)income for the year, net of income tax Total comprehensive income(loss) for the year Earnings per share (NT`$`in dollars) Basic earnings(loss) per share Diluted earnings(loss) per share	21,24 18 18 10 19 17 20	$ 22,690 ( 22,008 )	100 (97)	$ 21,762 ( 16,295 )	100 (75)
			682	3	5,467	25
			( 7,850) ( 19,116) ( 1 )	(35) (84) -	( 5,972) ( 17,247) 422	(27) (79) 1
			( 26,967 )	(119)	( 22,797 )	(105)
			( 26,285 )	(116)	( 17,330 )	(80)
			19,976 9,580 ( 60 ) 34,036	88 42 - 150	26,112 ( 116,131 ) ( 33 ) ( 277,977 )	120 (534) - (1,277)
			63,532	280	( 368,029 )	(1,691)
			37,247 2	164 -	( 385,359 ) ( 2 )	(1,771) -
			37,249	164	( 385,361 )	(1,771)
			( 6,438 )	(28)	6,034	28
			( 6,438 )	(28)	6,034	28
			$ 30,811	136	$ ( 379,327 )	(1,743)
			$ 0.45 $ 0.45		$ (4.70) $(4.70)

The accompanying notes are an integral part of the parent company only financial statements (Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Chairman: Chen, Bi hua

Manager: Luo ,Guang wei Head of Accounting: Lin, Zhi chong

23 -

Fortune Oriental Company Limited

Parent Company Only Statements of Changes in Equity

For the Years Ended December 31, 2023 and 2022

Unit: NT $ thousands

Item	Capital stock	Capital surplus	Retained earnings	Retained earnings	Retained earnings	Other equity	Total equity	Total equity
			Legal reserve	Special reserve	unappropriated earnings (Accumulated deficit)	Unrealized (losses)gains on financial assets at fair value through other comprehensive income on subsidiaries
Balance as of January 1, 2022 Appropriations of earnings Legal reserve Cash dividends to shareholders Total Net loss Other comprehensive (loss)income Total comprehensive loss From share of changes in equities of subsidiaries Balance as of December 31,2022	$820,080	$ 61,996	$ 28,103	$ 5	$ 256,311	$ ( 2,378)	$	1,164,117
	- -	- -	5,178 -	- -	( 5,178 ) ( 8,200)	- -	(	- 8,200)
	-	-	5,178	-	( 13,378)	-	(	8,200)
	- -	- -	- -	- -	( 385,361 ) ( 4,820)	- 10,854	(	385,361 ) 6,034
	-	-	-	-	(390,181)	10,854	(	379,327)
	-	16,029	-	-	-	-		16,029
	$820,080	$ 78,025	$ 33,281	$ 5	$ (147,248)	$ 8,476	$	792,619
Balance as of January 1, 2023 Net income Other comprehensive loss Total comprehensive income From share of changes in equities of subsidiaries Balance as of December 31,2023	$820,080	$ 78,025	$ 33,281	$ 5	$ (147,248)	$ 8,476	$	792,619
	- -	- -	- -	- -	37,249 -	- ( 6,438)	(	37,249 6,438)
	-	-	-	-	37,249	( 6,438)		30,811
	-	4,246	-	-	-	-		4,246
	$820,080	$ 82,271	$ 33,281	$ 5	$ (109,999)	$ 2,038	$	827,676

The accompanying notes are an integral part of the parent company only financial statements (Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Chairman: Chen, Bi hua

Manager: Luo ,Guang wei

Head of Accounting: Lin, Zhi chong

Fortune Oriental Company Limited

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

Unit: NT $ thousands

Item	2023	2022
	Amount	Amount
Cash flows from operating activities Net income(loss) before tax Adjustments for Adjustments to reconcile income(loss) Depreciation expenses Amortization expenses Expected credit loss(reversal) (Gains)losses on disposal of financial assets at fair value through profit or loss, net Valuation (profit)loss on financial assets at fair value through profit or loss Interest income Interest expense Dividend income Share of (profit)loss of subsidiaries and associates Loss on foreign exchange, net Changes in operating assets and liabilities Net changes in operating assets Notes receivable Accounts receivable Accounts receivables from related parties Other receivables Inventories Prepayments Net changes in operating liabilities Current contract liabilities Notes payable Other notes payable to related parties Accounts payable Other pyables Other current liabilities Cash outflow from operations Interest received Dividends received Interest paid Income tax paid Net cash (outflow)inflow from operating activities Cash flows from investing activities Acquisitions of Property, plant and equipment Intangible assets	$ 37,247 1,133 244 1 58,138 ( 67,917 ) ( 109 ) 60 ( 19,411 ) ( 34,036 ) 216 ( 1 ) ( 4,240 ) - - 1,620 ( 333 ) 47 89 ( 3,522 ) ( 2,329 ) ( 23 ) 12	$ ( 385,359 ) 488 150 ( 422 ) 96,092 20,777 ( 51 ) 33 ( 25,912 ) 277,977 52 110 2,728 22 60,583 ( 8,874 ) 20 - ( 229 ) 418 1,079 ( 60,562 ) ( 67 )
	( 33,114 ) 109 19,411 ( 60 ) -	( 20,947 ) 51 25,912 ( 33 ) ( 3,897 )
	( 13,654 )	1,086
	( 2,038 ) ( 237 )	( 512 ) ( 729 )

(Continued on the next page)

25 -

(Continued from the previous page)

Fortune Oriental Company Limited

Parent Company Only Statements of Cash Flows(continued)

For the Years Ended December 31, 2023 and 2022

Unit: NT $ thousands

Item	2023	2022
	Amount	Amount
Financial assets at fair value through profit or loss-current Proceeds from disposal of Financial assets at fair value through profit or loss-current Refund from capital reduction related to financial assets at fair value through profit or loss Refundable deposits paid Net cash inflow from investing activities Cash flows from financing activities Payment of principal of lease liabilities Cash dividends paid Net cash outflow from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cashand cashequivalents at end ofperiod	( 101,597 ) 121,021 - -	( 53,236 ) 66,010 3,594 ( 1,800 )
	17,149	13,327
	( 972 ) -	( 398 ) ( 8,200 )
	( 972)	( 8,598 )
	( 18 )	( 22 )
	2,505 23,745	5,793 17,952
	$ 26,250	$ 23,745

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

(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Chairman: Chen, Bi hua

Manager: Luo ,Guang wei Head of Accounting: Lin, Zhi chong

26 -

==> picture [66 x 29] intentionally omitted <==

Certified Public Accountants, Taipei, Taiwan 11F-l.NO.299 Sec.4 Chung-Hsiao East Road Taipei Taiwan R.O.C - - - - - - T E L ：+ 8 8 6 2 2 7 8 1 2 5 5 9 F A X ：+ 8 8 6 2 8 7 7 1 7 0 4 9

Independent Auditors’ Report

The Board of Directors and Shareholders

Fortune Oriental Company Limited

Opinions

We have audited the accompanying consolidated financial statements of Fortune Oriental Company Limited (the“Company”) and its subsidiaries (collectively, the“Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, 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 (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements by Certified Public Accountants and the 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. We

27 -

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 consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter for the Group’s consolidated financial statements for the year ended December 31, 2023 is stated as follows:

Litigation and contingent liabilities

Refer to Notes 23 and 34 to the consolidated financial statements.

For major pending legal cases, does the Group's estimate sufficient litigation or settlement losses. Will affect the completeness of the Group’s consolidated financial statements to recognize related losses and liabilities, it also has an impact on the Group's financial performance and condition. Therefore, the audit of litigation and contingent liabilities is identified as a key audit matter.

In response to the above-mentioned litigation and contingent liabilities, our major audit procedures executed are as follows:

1.Evaluate the rationality of the Group's estimated litigation or settlement loss liability provisions.
2.Review the board meeting minutes, major news announcements, and news reports during and after the audit period to search for any unaccounted for legal disputes, lawsuits, or settlement losses of the Group.
3.Evaluate the claimed amounts in relevant lawsuit, and whether sufficient losses and liability provisions are accounted for.
4.Obtain the lawyer's reply letter and opinion on the litigation case, and inquire about the Group's point of view to verify the development status of the litigation case, the completeness of the loss and provision of liabilities.
28 -
5.Evaluate whether the Group's liability provision and the disclosure about the litigation are appropriate.

Inventory-evaluation of the land held for construction

The inventory-land held for construction and its superstructure at the end of 2023 accounted for 22% of the total consolidated assets, mainly for the market land, and the current planning combines the ownership of other real estate in the same area, jointly participate in the urban renewal business plan: transform the functional buildings into a market, a residence, or a combination of the two to increase the development value of real estate. Before the decision of the urban planning committee of the competent authority, the Group has uncertainty about the development value of the land held for construction, which affects the the Group's performance. Also see Note 13 to the consolidated financial statements, so the evaluation of the land held for construction is identified as a key audit matter.

In response to the above-mentioned evaluation of the land held for construction, our major audit procedures executed are as follows:

1.Review the documents or reports on the implementation of the construction site urban renewal plan, and pay attention to the changes in the implementation progress, whether it is in line with the urban renewal project and content.
2.Review the board meeting minutes of the urban renewal plan for the construction site, and examine whether the item approved by the board affects the development value of the construction site; and evaluate whether the impact of the directors' opinions holding other opinions affects the financial performance of the management authority.
3.Examine and review the asset appraisal report of external experts on the consolidated balance sheet date to evaluate whether there is a risk of impairment loss on the land held for construction.
4.Examine whether the note to the consolidated financial statements disclosure of the Group’s inventory- evaluation of the land held for construction is appropriate.

Other Matter

We have also audited the parent company only financial statements of Fortune Oriental Company Limited as of and for the years ended December 31, 2023 and 2022 on which we

29 -

have issued an unmodified opinion.

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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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 members of the Audit and Risk 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 auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1.Identify and assess the risks of material misstatement of the consolidated financial statements,

30 -

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’s 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

31 -

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 for the year ended December 31, 2023 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.

The engagement partners on the audit resulting in this independent auditors' report are Huang, Shih Chia and Lee, Hui Chin.

==> picture [203 x 60] intentionally omitted <==

==> picture [184 x 59] intentionally omitted <==

G & F Certified Public Accountants Taipei, Taiwan, Republic of China March 8,2024

Notice to Readers

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

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

32 -

Fortune Oriental Company Limited and Subsidiaries Consolidated Balance Sheets

December 31, 2023 and 2022

Unit: NT $ thousands

	Asset	Notes	December 31, 2023	December 31, 2023	December 31, 2022	December 31, 2022	Liabilities and equity	Liabilities and equity	Notes	December 31, 2023	December 31, 2023	December 31, 2022	December 31, 2022
Code	Item		Amount	%	Amount	%	Code	Item		Amount	%	Amount	%
1100 1110 1136 1150 1170 1180 1200 1220 130X 1323 1410 1470 11XX 1510 1517 1600 1755 1760 1780 1915 1920 1960 15XX	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss-current Financial assets at amortized cost- current Notes receivable, net Accounts receivable, net Accounts receivable due from related parties, net Other receivables Current income tax assets Inventories Land held for construction Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss-non -current Financial assets at fair value through other comprehensive income-non- current Property, plant, and equipment Right-of-use assets Investment property, net Intangible assets Prepayments for equipment Refundable deposits Prepayments for investment Total non-current assets	6 7 9 10 10 32 11 27 12 13 14`、`33 7 8`、`33 15 17 18 19 16 20	$ 72,818 690,753 30,000 11,713 36,088 157 19 5 44,599 327,407 24,896 9,686	5 48 2 1 2 - - - 3 22 2 1	$ 114,318 719,878 - 13,293 30,925 - - - 48,996 322,781 4,445 1,148	8 52 - 1 2 - - - 4 24 - -	2130 2150 2162 2170 2200 2220 2280 2399 21XX 2570 2580 2645 2670 25XX 2XXX 3110 3200 3300 3310 3320 3350 3400 31XX 36XX 3XXX	Current liabilities Contract liabilities Notes payable Other notes payable to related parties Accounts payable Other payables Other payables to related parties Lease liabilities Other current liabilities - other Total current liabilities Non-current liabilities Deferred income tax liabilities Lease liabilities Guarantee deposits Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital stock Capital surplus Retained earnings Legal reserve Special reserve Accumulated deficit Other equity Total equity attributable to shareholders of the parent Non-controlling interests Total equity	32 21 21, 32 17 27 17 23 24 24	$ 8,541 2,664 - 26,449 84,465 6 19,797 3,727	1 - - 2 6 - 1 -	$ 5,052 2,336 3,522 22,988 79,622 6 13,713 3,761	- - - 2 6 - 1 -
										145,649	10	131,000	9
										7 31,378 672 8,233	- 2 - 1	5 13,096 172 8,233	- 1 - 1
			1,248,141	86	1,255,784	91
			16,500 29,680 61,146 50,349 7,570 9,905 16,595 9,669 -	1 2 4 3 1 1 1 1 -	- 45,660 27,065 26,191 8,211 7,567 - 7,054 -	- 3 2 2 1 1 - - -
										40,290	3	21,506	2
										185,939	13	152,506	11
										820,080 82,271 33,281 5 ( 109,999 ) 2,038	57 5 2 - (7) -	820,080 78,025 33,281 5 ( 147,248 ) 8,476	60 6 2 - (11) 1
										827,676	57	792,619	58
										435,940	30	432,407	31
			201,414	14	121,748	9				1,263,616	87	1,225,026	89
1XXX	Total assets		$ 1,449,555	100	$ 1,377,532	100		Total liabilities and equity		$ 1,449,555	100	$ 1,377,532	100

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

(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Chairman : Chen, Bi hua

Manager : Luo ,Guang wei

Head of Accounting : Lin, Zhi chong

Fortune Oriental Company Limited and Subsidiaries Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

Unit: NT `$` thousands,except for earnings per share

Code	Item	Notes	2023	2023	2022	2022
			Amount	%	Amount	%
4000 5000 5900 6000 6100 6200 6300 6450 6900 7000 7010 7020 7050 7900 7950 8200 8310 8316 8300 8500 8600 8610 8620 8700 8710 8720 9750 9850	Operating revenue, net Operating costs Gross operating profit (losses) Operating expenses Selling and marketing expenses Administrative expenses Research and development expenses Expected credit loss Total operating expenses Operating losses Non-operating income and expenses Other income Other gains and losses Finance costs Total non-operating income and expenses Net income (loss) before tax Income tax expenses Net income (loss) Other comprehensive (loss)income Items that will not be reclassified to profit or loss Unrealized (losses)gains on investments in equity instruments at fair value through other comprehensive income Other comprehensive (loss)income for the year, net of income tax Total comprehensive income(loss) for the year Net income (loss) attributable to Shareholders of the parent Non-controlling interests Comprehensive income(loss) attributable to Shareholders of the parent Non-controlling interests Earnings per share (NT`$`in dollars) Basic earnings(losses) per share Diluted earnings(losses) per share	25 12,29 29 10 26 27 24 28 24 24 28	$ 192,545 141,235	100 (73)	$ ( 241,425 ) ( 142,381 )	(100) (59)
			51,310	27	( 383,806 )	(159)
			`(` 40,939 ) `(` 77,613 ) `(` 67,415 ) `(` 1,055)	(21) (40) (35) (1)	( 41,727 ) ( 67,646 ) ( 39,598 ) ( 1,123)	(17) (28) (16) (1)
			`(` 187,022)	(97)	( 150,094)	(62)
			`(` 135,712)	(70)	( 533,900)	(221)
			96,104 102,067 `(` 2,396`)`	49 53 (1)	30,099 ( 115,713 ) ( 25,327)	12 (48) (10)
			195,775	101	( 110,941 )	(46)
			60,063 `(` 3`)`	31 -	( 644,841 ) ( 2)	(267) -
			60,060	31	( 644,843 )	(267)
			`(` 6,438`)`	(3)	6,034	3
			`(` 6,438`)`	(3)	6,034	3
			$ 53,622	28	$ ( 638,809 )	(264)
			$ 37,249 22,811		$ ( 385,361 ) ( 259,482 )
			$ 60,060		$ ( 644,843 )
			$ 30,811 22,811		$ ( 379,327 ) ( 259,482)
			$ 53,622		$ ( 638,809 )
			$ 0.45 $ 0.45		$ (4.70) $ (4.70)

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

(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Manager: Luo ,Guang wei Head of Accounting: Lin, Zhi chong

Chairman: Chen, Bi hua

34 -

Fortune Oriental Company Limited and Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2023 and 2022

Unit: NT `$` thousands

Item					Equityattributable to shareholders of	Equityattributable to shareholders of	Equityattributable to shareholders of	Equityattributable to shareholders of	Equityattributable to shareholders of	theparent	theparent	theparent	theparent	Non-controlling interests	Total equity
	Capital stock		Capital surplus		Retained earnings					Other equity		Total equity attributable to shareholders of the parent
					Legal reserve		Special reserve	unappropriated earnings (Accumulated deficit)		Unrealized (losses)gains on financial assets at fair value through other comprehensive income
Balance as of January 1, 2022 Appropriations of earnings Legal reserve Cash dividends to shareholders Total Net loss Other comprehensive income Total comprehensive income From share of changes in equities of subsidiaries Adjustments in non-controlling interests Balance as of December 31, 2022	$ 820,080	$	61,996	$	28,103	$	5	$	256,311	$ (	2,378 )	$	1,164,117	$ 922,753	$ 2,086,870
	- -		- -		5,178 -		- -	( (	5,178 ) 8,200 )		- -	(	- 8,200 )	- -	- ( 8,200 )
	-		-		5,178		-	(	13,378 )		-	(	8,200 )	-	( 8,200 )
	- -		- -		- -		- -	( (	385,361 ) 4,820 )		- 10,854	(	385,361 ) 6,034	( 259,482 ) -	( 644,843 ) 6,034
	-		-		-		-	(	390,181 )		10,854	(	379,327 )	( 259,482 )	( 638,809 )
	-		16,029		-		-		-		-		16,029	-	16,029
	-		-		-		-		-		-		-	( 230,864 )	( 230,864 )
	$ 820,080	$	78,025	$	33,281	$	5	$ (	147,248 )	$	8,476	$	792,619	$ 432,407	$ 1,225,026
Balance as of January 1, 2023 Net income Other comprehensive loss Total comprehensive income From share of changes in equities of subsidiaries Adjustments in non-controlling interests Balance as of December 31, 2023	$ 820,080	$	78,025	$	33,281	$	5	$ (	147,248 )	$	8,476	$	792,619	$ 432,407	$ 1,225,026
	- -		- -		- -		- -		37,249 -	(	- 6,438 )	(	37,249 6,438 )	22,811 -	60,060 ( 6,438 )
	-		-		-		-		37,249	(	6,438 )		30,811	22,811	53,622
	-		4,246		-		-		-		-		4,246	-	4,246
	-		-		-		-		-		-		-	( 19,278 )	( 19,278 )
	$ 820,080	$	82,271	$	33,281	$	5	$ (	109,999 )	$	2,038	$	827,676	$ 435,940	$ 1,263,616

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

(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Chairman: Chen, Bi hua

Manager: Luo ,Guang wei

Head of Accounting: Lin, Zhi chong

Fortune Oriental Company Limited and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

Unit: NT $ thousands

Item	2023	2022
	Amount	Amount
Cash flows from operating activities Income(loss) before tax Adjustments for Adjustments to reconcile income(loss) Depreciation expenses Amortization expenses Expected credit loss Valuation (gains)losses on financial assets at fair value through profit or loss Losses on disposal of financial assets at fair value through profit or loss, net Interest expenses Interest income Dividend income Losses (gains) on disposal of property, plants, and equipment Losses on foreign exchange, net Changes in operating assets and liabilities Acquisition of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Disposal of financial assets at fair value through profit or loss Disposal of financial assets at fair value through other comprehensive income-current Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Inventories (including land held for construction) Prepayments Other current assets Contract liabilities Notes payable Other notes payable to related parties Accounts payable Other pyables Other payables to related parties Other current liabilities Cash (outflow)inflow from operations	$ 60,063 26,473 3,050 1,055 ( 281,952 ) 179,688 2,396 ( 772 ) ( 85,222 ) 95 241 - - - - 1,580 ( 6,450 ) ( 157 ) ( 19 ) ( 229 ) ( 20,451 ) ( 8,538 ) 3,489 338 ( 3,543 ) 3,477 2,436 - ( 29 )	$ ( 644,841 ) 19,779 2,025 1,123 415,809 247,781 25,327 ( 1,202 ) ( 119,895 ) ( 286 ) 55 ( 710,381 ) ( 25,000 ) 901,467 28,371 ( 1,382 ) 2,980 ( 42 ) 120,724 ( 19,372 ) ( 954 ) ( 221 ) 594 ( 1,280 ) 418 804 ( 173,118 ) 42 ( 18 )
	( 122,981 )	69,307

(Continued on the next page)

36 -

(Continued from the previous page)

Fortune Oriental Company Limited and Subsidiaries Consolidated Statements of Cash Flows(continued) For the Years Ended December 31, 2023 and 2022

Unit: NT $ thousands

Item	2023	2022
	Amount	Amount
Interest received Dividends received Interest paid Income tax paid Net cash (outflow)inflow from operating activities Cash flows from investing activities Acquisitions of Refund from capital reduction related to financial assets at fair value through profit or loss Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income-non -current Financial assets at amortized cost-current Investment property Property, plant and equipment Intangible assets Proceeds from disposal of Financial assets at fair value through profit or loss Property, plant and equipment Increase in prepayments for equipment Refundable deposits (paid)refunded Net cash inflow from investing activities Cash flows from financing activities Borrowings of short-term loan Repayments of short-term loan Repayments of lease principal Cash dividends paid Guarantee deposits received (refunded) Acquisition of treasury stock Net cash outflow from financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cashand cashequivalents at end ofperiod	772 85,222 ( 2,396 ) ( 5 )	1,202 119,895 ( 25,327 ) ( 4,026 )
	( 39,388 )	161,051
	- ( 546,312 ) ( 2,000 ) ( 30,000 ) - ( 37,919 ) ( 6,164 ) 668,703 50 ( 16,595 ) ( 2,615 )	16,227 - - - ( 8,642 ) ( 12,360 ) ( 5,225 ) 12,774 286 - 50,181
	27,148	53,241
	- - ( 18,746 ) - 500 ( 10,989 )	3,000 ( 3,000 ) ( 14,363 ) ( 8,200 ) ( 148 ) ( 218,790 )
	( 29,235 )	( 241,501 )
	( 25 )	( 18 )
	( 41,500 ) 114,318	( 27,227 ) 141,545
	$ 72,818	$ 114,318

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

(Please refer to independent auditors’ report of G & F Certified Public Accountants on March 8, 2024)

Chairman: Chen, Bi hua Manager:Luo ,Guang wei Head of Accounting: Lin, Zhi chong

37 -

【 Appendices 1 】

Fortune Oriental Co., Ltd.

Articles of Incorporation

Chapter 1 General Provision

Article 1: The Company is incorporated in accordance with the Company Act and named

吉祥全球實業股份有限公司 , and the English name is Fortune Oriental Company Limited.

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

F401010 International Trade
F113050 Wholesale of Computing and Business Machinery Equipment
F213030 Retail sale of Computing and Business Machinery Equipment
CC01040 Lighting Equipment Manufacturing
F113020 Wholesale of Household Appliance
F213010 Retail Sale of Household Appliance
F101050 Wholesale of Fishery Products
F201030 Retail Sale of Fishery Products in Specialized Stores
G801010 Warehousing and Storage
F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
F209060 Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles
IG03010 Energy Technical Services
F101130 Wholesale of Fruit and Vegetables
F201010 Retail sale of Agricultural Products
JZ99050 Agency Services
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
CC01080 Manufacture of Electronic Parts and Components
F119010 Wholesale of Electronic Materials
F219010 Retail Sale of Electronic Materials
Article 3: The Company may guarantee the reinvestments and affiliates upon the resolutions of the Board of Directors, if necessary.
Article 4: Upon the resolutions of the Board of Directors, the Company may reinvest in other business, and the total investment may exceed 40% of the paid-up capital.
Article 5: The Company is headquartered in New Taipei City and, when necessary, may establish branches at home and abroad as resolved by the Board of Directors.
38 -

Chapter 2 Shares

Article 6: The authorized capital of the Company is NT$10 billion consisting of 1 billion shares. The par value of each share is NT$10, and such shares are to be issued in separate installments. The Board of Directors is authorized to issue the unissued shares in batches.
Article 7: All the share certificates of the Company are registered, and shall be signed by, or affixed with seals of, at least three directors, and authenticated before issuance in accordance with the law. The Company may be exempted from printing any share certificate for the shares issued after shares are offered publicly.
Article 8: Shareholders shall fill in the stamp cards to be retained by the Company. Whenever receiving shareholders’ bonuses, corresponding with the Company, and exercise all other rights of shareholders, such stamp shall be the proof. Where the stamp of a shareholder is lost or damaged, the Company shall be informed in writing, to apply for replacing the stamp.
Article 9: When shareholders assign their shares, the assignors shall endorse the shares, respectively, and fill in the application form of share assignment, for the Company to record such in the shareholder roster to complement the assignment. Where the name is changed due to inheritance, the heir shall furnish the legal document to prove. Before the assignment is completed, such assignment cannot be used against the Company.
Article 10: Where shares are lost, the Company shall be reported to; meanwhile, the shares shall be declared invalid by applying proceedings by public summons to the court with jurisdiction pursuant to the Civil Code within five days. Upon the expiry of the public summons, the replacement of the shares may be applied to the Company with the ex-right judgement of the court.
Article 11: Where any shares are requested for replacement or reissuance due to assignment, lost, or damage, the Company may charge service fee upon its discretion.
Article 12: The change of name and transfer of shares shall be suspended 60 days before an annual general meeting, 30 days before an extraordinary general meeting, or within 5 days before the Company decides to pay out dividends, bonuses, or other benefits.
Article 13: The Company processes the shareholder services in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” announced by the competent authority.

Chapter 3 Shareholders' Meeting

Article 14: Shareholders’ meetings of the Company are of two kinds: regular shareholders’ meetings and extraordinary shareholders’ meetings. The regular shareholders’ meetings are convened once per year within six months from the close of the fiscal year. The extraordinary shareholders’ meetings may be convened in accordance with applicable laws and regulations whenever necessary.
Article 14-1: The Company may convene a shareholders' meeting by video conference or in other methods as announced by the Ministry of Economic Affairs.
39 -

Article 15: Where any shareholder is unable to attend the shareholders’ meeting, he/she may comply with Article 177 of the Company Act and the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.

Article 16: Each share of the Company’s shareholders is entitled to one voting right; provided, in the circumstances specified in Article 179 of the Company Act, the shares are not entitled to any voting right. Article 17: Resolutions at a shareholders' meeting shall, unless otherwise provided for in relevant laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Article 17-1: Shareholder(s) holding 1% or more of the total number of outstanding shares of a company may propose to the company a proposal in writing for discussion at an annual general meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. Article 172-1 of the Company Act shall be complied with for the related requirements.

Article 18: Matters relating to the resolutions by the shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be distributed in the manner of announcement.

Chapter 4 Directors Article 19: The Company shall have five to nine directors, and, by adopting the candidates' nomination system, with the three-year term of the tenure. The shareholders shall elect the directors from competent persons, and the directors are eligible for re-election. Among the aforementioned seats of the directors, no fewer than three shall be independent directors, nor fewer than one-fifth of the total seats of the directors; the shareholders shall elect the independent directors from among the nominees listed in the roster of independent director candidates. Matters regarding professional qualification, shareholdings, restrictions on concurrent positions held, determination of independence, method of nomination and other matters for the compliance with respect to independent directors shall be subject to the regulations prescribed by the securities competent authorities. For the Company’s election of the directors, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected. The total votes per share may be cast for one candidate or split among two or more candidates. A candidate to whom the ballots cast represents more votes shall be deemed a director election. The independent and non-independent directors shall be elected together but the elected seats shall be counted separately. The directors shall be elected as prescribed in the Company’s

-40-

“Procedures for Election of the Directors.”

The Company establishes the Audit Committee pursuant to the Securities and Exchange Act, and consists of all independent directors.

Article 19-1: During the term of the tenure, the directors may be covered by the liability insurance bought by the Company for the liabilities occur due to performance of their responsibilities.
Article 20: The Board of Directors shall be organized by the directors. The Chairman shall be elected by more than half of the directors present at a board meeting attended by at least two-thirds of all directors from among themselves. The Chairman shall represent the Company externally.
Article 20-1: The board meetings shall be conducted by the Board of Directors at least once every quarter; and the board meetings may be convened any time in case of emergency.
The convention of the Company’s board meetings may be notified to each director in writing, by e-mail (e-mail) or by facsimile.
Article 21: When the number of vacancies in the Board of Directors equals one-third of the total number of the directors, or all the supervisors are discharged, the Board of Directors shall call an extraordinary general meeting to elect succeeding directors and supervisors to fill the vacancies within 60 days, for the remaining service time of the dismissed directors and supervisors.
Article 22: In the event that the Chairman is on leave, or unable to exercise his/her duties due to whatever reason, his/her deputy shall comply with Article 208 of the Company Act.
Article 23: The Board of Directors is authorized to decide the remuneration to all directors, based on the extent of their participation and their value of the contribution to the Company's operations and concerning industry standards.
Article 24: Unless otherwise provided by the Company Act, the resolutions by the Board of Directors shall be adopted by more than half of the directors present at a board meeting attended by more than half of all directors.

Article 25: (Deleted)

Chapter 5 Managers

Article 26: The Company may have managerial officers in place. Their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 27: The Company’s Board of Directors shall prepare books and statements, such as

Business report
Financial statements
The surplus earning distribution and the loss off-setting proposals, to be submitted to the Audit Committee for audit 30 days prior to the shareholders’ meetings, and then submitted to an annual general meeting for ratifications.

-41-

Article 28: If the Company records a profit in a year, the Company shall set aside no less than 1% of the profit for employee's remuneration, which shall be distributed in shares or cash by resolutions of the Board of Directors and shall be distributed to employees of the parent or subsidiaries of the Company who meet certain criteria. The Company may, by resolutions of the board meeting, set aside no more than 3% of the said profit for directors’ remuneration. Employee remuneration and the directors' remuneration distribution proposals shall be reported to the shareholders' meeting. However, when the Company still has a cumulative deficit, it shall reserve an amount to compensate the deficit in advance and then allocate the employee remuneration and the directors' remuneration at the percentage specified in the preceding paragraph.
Article 28-1: If the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit (however, provided the legal reserve has reached the amount of the Company's paid-in capital, this may not apply), setting aside or reversing a special reserve in accordance with the laws and regulations; in case of any remaining balance, along with the accumulated undistributed earnings, may be proposed for earnings distribution by the Board of Directors to the shareholders’ meetings to distribute the shareholders’ bonuses. The Company's dividend policy is based on its current and future development plans, the consideration of the investment environment, capital requirements, domestic and international competition, and shareholders' interests. Each year, no less than 5% of the distributable earnings may be contributed for distributing shareholders’ bonuses; provided, when the distributable earnings are less than the paid-in capital, the distribution may be exempted. Dividends may be distributed to shareholders in cash or in shares, with cash dividends being no less than 10% of the total dividends.

Chapter 7 Supplementary Provisions

Article 29: Matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act.
Article 30: The Articles of Incorporation were established on April 10, 1995. The 1st amendment was made on June 22, 1995. The 2nd amendment was made on May 6, 1996. The 3rd amendment was made on May 22, 1996. The 4th amendment was made on January 6, 1997. The 5th amendment was made on September 1, 1997. The 6th amendment was made on January 22, 1998. The 7th amendment was made on February 14, 1998. The 8th amendment was made on July 6, 1998. The 9th amendment was made on August 24, 1998. The 10th amendment was made on May 25, 1999.

-42-

The 11th amendment was made on April 19, 2000. The 12th amendment was made on May 30, 2001. The 13th amendment was made on April 12, 2002. The 14th amendment was made on November 29, 2002. The 15th amendment was made on June 27, 2003. The 16th amendment was made on December 15, 2004. The 17th amendment was made on June 30, 2005. The 18th amendment was made on June 23, 2006. The 19th amendment was made on May 21, 2007. The 20th amendment was made on June 19, 2009. The 21st amendment was made on June 17, 2011. The 22nd amendment was made on June 18, 2012. The 23rd amendment was made on June 11, 2013. The 24th amendment was made on June 17, 2015. The 25th amendment was made on June 8, 2016. The 26th amendment was made on June 13, 2018. The 27th amendment was made on June 24, 2019. The 28th amendment was made on June 16, 2020. The 29th amendment was made on August 27, 2021. The 30th amendment was made on June 17, 2022.

Fortune Oriental Company Limited Chairman: Chen, Pi-Hua

-43-

【 Appendices 2 】

Fortune Oriental Co., Ltd.

Rules of Procedure for Shareholders Meetings

Article 1

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. Article 2

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules. Article 3

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting.

-44-

For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

-45-

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 6

This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

-46-

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials.

Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. Article 6-1

To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary

-47-

motion has not been carried out.

To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Article 7

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

-48-

Article 9

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose related information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the

-49-

chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, and call for a vote.

Article 11

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

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

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

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

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

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12

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

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders,

-50-

the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and

-51-

no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal. Article 14

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

-52 -

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

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online. Article 16

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under competent or government authority regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period. Article 17

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the staffs or security personnel to help maintain order at the meeting place. When staffs or security personnel help maintain order at the meeting place, they shall wear an identification card.

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

-53-

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall

be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21

In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered

-54-

to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22

When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

Article 23

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

The Rules and Procedures were enacted on June 16th, 2017.

The first amendment was made on June 24th, 2019.

The second amendment was made on June 24th, 2021.

The third amendment was made on June 17th, 2022.

-55-

【 Appendices 3 】

Shareholdings of All Directors

(1): Total issued shares: 82,008,000 Common Shares.
(2): The minimum required combined shareholding of all directors by law: 6,560,640 shares.
(3): The minimum required combined shareholding of all supervisors by law: N/A shares. (Audit Committee has been set)
(4) The number of shares held by all directors has reached the statutory percentage standard.
(5) Directors ’shareholding detail:

(5) Directors ’shareholding detail:	(5) Directors ’shareholding detail:	(5) Directors ’shareholding detail:	(5) Directors ’shareholding detail:
				Book Closure Date:2024.04.26
			Term	Current shareholding
Title	Name	Date elected	of	Nb f h	Shhldi Rti%
			office	umer o sares	areong ao
Chairman	Guang Shen Investment Limited Representative: Chen,Pi-Hua	20220617	3 years	15,410,166	18.79
Director	Guang Shen Investment Limited Representative: Liu,Chung-Min	20220617	3 years
Director	Guang Shen Investment Limited Representative: Lo,Kuang-Li	20230701	3 years
Director	Lo, Kuang-Wei	20220617	3 years	5,890,000	7.18
Independent director	Yang, Cheng-Tsung	20220617	3 years	0	0
Independent director	Huang, Jui-Ting	20220617	3 years	0	0
Independent director	Wang, Chao-Hsiang	20220617	3 years	0	0
Total number of shares held by all directors				21,300,166	25.97

-56-

AI assistant

FOCL — AGM Information 2024

52122_rns_2024-07-09_53bcc971-35c4-4258-b55a-4b8d8ee05bdd.pdf

Fortune Oriental Co., Ltd.

Handbook for the 2024 Annual Meeting of Shareholders

------Disclaimer------

Table of Contents

Fortune Oriental Co., Ltd. Procedures for 2024 Annual Shareholders' Meeting Procedure

I. Meeting Procedure

Fortune Oriental Co., Ltd.

Agenda of 2024 Annual Shareholders' Meeting Agenda

II. Meeting Agenda

1. Call Meeting to Order

2. Chairperson Remarks

3. Reports matters

4. Acknowledged matters

5.Matters for Discussion

6.Questions and Motions

7. Adjournment

III. Reports matters

Report 1

Report 2

Report 3

IV. Acknowledged matters

(Proposed by the Board )

Adoption of the 2023 Business Report and Financial Statements

2.

Adoption of the Proposal for 2023 Deficit Compensation

V. Matters for Discussion

VI. Questions and Motions

VII. Adjournment

【 Attachment 1 】

Fortune Oriental Co., Ltd.

2023 Business Report

II. Research and development (R&D):

【 Attachment 2 】

Fortune Oriental Co., Ltd.

Audit Committee’s Review Report

【 Attachment 3 】

Independent Auditors’ Report

The Board of Directors and Shareholders

Fortune Oriental Company Limited

Opinions

Basis for Opinion

Key Audit Matters

Litigation and contingent liabilities

Investments accounted for using the equity method-sub-subsidiary's inventory-evaluation of the land held for construction

Responsibilities of Management and Those Charged with Governance for the Parent

Company Only Financial Statements

Those charged with governance (including members of the Audit and Risk Committee) are responsible for overseeing the Company’s financial reporting process. Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

Fortune Oriental Company Limited Parent Company Only Balance Sheets December 31, 2023 and 2022

Fortune Oriental Company Limited

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

Fortune Oriental Company Limited

Fortune Oriental Company Limited

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

(Continued from the previous page)

Fortune Oriental Company Limited

Parent Company Only Statements of Cash Flows(continued)

Independent Auditors’ Report

The Board of Directors and Shareholders

Fortune Oriental Company Limited

Opinions

Basis for Opinion

Key Audit Matters

Litigation and contingent liabilities

Inventory-evaluation of the land held for construction

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Fortune Oriental Company Limited and Subsidiaries Consolidated Balance Sheets

December 31, 2023 and 2022

Fortune Oriental Company Limited and Subsidiaries Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

Unit: NT $ thousands,except for earnings per share

Fortune Oriental Company Limited and Subsidiaries

FOCL AGM Information 2024

Unit: NT `$` thousands,except for earnings per share

Unit: NT `$` thousands