FWUSOW - AGM Information 2023 | FinancialReports.eu

Stock Code ： 1219

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FWUSOW INDUSTRY CO., LTD.

2023 Annual Shareholders’ Meeting Meeting Handbook

Date: June 9, 2023 Time: 9:00AM Place: No.658, Zhongshan Rd., Shalu District, Taichung City, (Taichung Shalu Labor Recreation Center) Type of Meeting: Physical Shareholders’ Meeting

I. Meeting Procedure…………………...……………………………1 II. Meeting Agenda……………………………………………………… 2 1. Report Items .…………..…………………………………………..3 2. Proposed Resolutions……………………………..………………....5 3. Election of Board of Directors and Discussions….……………..…….6 4. Extempore Motion ……………………………………………...…..7 III. Appendix 1. The 2022 Business Report……………………………..…………8 2. 2022 Audit Committee's Review Report …………...……………13 3. 2022 Independent Auditors’ Report and Financial Statements.….…..15 4. Amendments on “Code of Ethics Policy” & Comparison Chart………..38 5. The Procedures for Ethical Management and Guidelines for Conduct.48 6. 2022 Earnings Distribution………………………………………55 7. Candidates of 14th Term Board of Directors and independent Directors …………………………………………………………56 IV. Supplement 1. Articles of Incorporation…………………………………………………...59 2. Rules for Procedure of Shareholders Meeting………………………….66 3. Rules for Board of Directors Election Process…...…………………….69 4. The Minimum Number of Shares All Directors Are Required to Hold and the Number of Shares Actually Held by Individual and All Directors…71

I. Meeting Procedure

Fwusow Industry Co., Ltd

2023 Annual Shareholders’ Meeting Procedure

Call the Meeting to Order
Chairperson Remarks
Report Items
Proposed Resolutions
Board of Directors Election & Discussions
Motions
Adjournment

II. Meeting Agenda

Fwusow Industry Co.,Ltd 2023 Annual Shareholders’ Meeting Agenda

Time: June 9, 2023 9:00AM

Place: No.658, Zhongshan Rd., Shalu District, Taichung City

(Taichung Shalu Labor Recreation Center)

Type of Meeting: Physical Shareholders’ Meeting

Call the meeting to order and Chairperson’s remarks
Report Items
- (1) 2022 Business Reports
- (2) 2022 Audit Committee’s Review Report
- (3) 2022 Earning Distribution of Cash Dividend
- (4) The distribution of employees and directors’ remuneration for 2022
- (5) The Status of Endorsement and Guarantee for 2022
- (6) Amendments on “Code of Ethics Policy”
- (7) Adopted “Procedures for Ethical Management and Guidelines for Conduct”
Proposed Resolutions
- (1) 2022 Company’s Business Reports and Financial Statements
- (2) Adoption of the proposal for distribution of 2022 profits
Board of Directors Election & Discussions
(1) 14th Term Election of Board of Directors
(2) The release of non-competition for company’s newly elected directors
(3) To issue new shares through capital surplus
Motions
Adjournment

Report Items

1. 2022 Business Reports

Explanatory Notes: 2022 Business Reports - please refer to page 8 ~ page 12

2022 Audit Committee’s review report

Explanatory Notes: 2022 Audit Committee’s review report - please refer to page

13 ~ page 14

3. 2022 Earning Distribution of Cash Dividend

Explanatory Notes: According to the Articles of Incorporation, the Board of Directors is authorized to distribute cash dividend every half of the fiscal year if

there’s earning surplus. The cash dividend for year 2022 is approved by the

resolution of the Board of Directors. Please see the chart below:

Year 2022	Board of Directors approval date	Cash Dividend / share (NT$)	Total amount of cash dividend (NT$)	Date of Distribution
First half of fiscal year 2022	Aug 10, 2022	No Distribution	0	N/A
Second half of fiscal year 2022	Apr 18, 2023	0.50	160,824,944	To be determined
Total		0.50	160,824,944

Note: for the first half of 2022, to ensure operating cash flow, BoD approved not to distribute any dividends

4. Report on the payment of employee compensation and director remuneration of

2022

Explanatory Notes: The company's net profit before tax for 2022 is NT$392,683,475. In accordance to Article 26 of the Company’s Articles of Incorporation, the

remuneration to employees, NT$8,444,806 and the remuneration to directors,

NT$21,112,015. The remuneration to employees and directors is allocated in cash uniformly.

The Status of Endorsement and Guarantee of 2022

Explanatory Notes: The company renders "Endorsement Guarantee Procedures"

in accordance with the provisions. As of December 31, 2022, the amount of the

endorsement guarantee for Charming Food was NT$590,000,000.

Amendments on “Code of Ethics Policy”

Explanatory Notes: 1. Amended according to the stock exchange letter No. 10800083781.

Amendments on “Code of Ethics Policy”, please refer to the
comparison chart for the revised provisions. See page 38.
Adopted “Procedures for Ethical Management and Guidelines for Conduct ”

Explanatory Notes: 1. Adopted according to the stock exchange letter No. 1090002299.

The Procedures for Ethical Management and Guidelines for Conduct, please refer to page 48.

Proposed Resolutions

Motion 1: (Proposed by the Board)

2022 Company’s business reports and financial statements. Explanation:

2022 Company’s business reports and financial statements were audited and reviewed by Solomon & Co., CPAs. Audited financial report was issued.
Adoption of the Company’s business report and financial statements, which have been approved by the board of directors and examined by Audit Committee
Please refer to page 8 for the business reports & page 15~ page 37 for the financial statements

Resolution:

Motion 2: (Proposed by the Board)

Proposal for distribution of 2022 earnings.

Explanation:

Total of NT$160,824,944 will be used from the allowable distribution; cash dividend is to be NT$0.50 per share. Cash dividends paid to each individual shareholder will be rounded down to the nearest dollar. Fractional shares with a value less than one dollar are accumulated and reported as the Company’s other income. Additionally, total amount of stock distributed to shareholders will be $96,494,960 for 9,649,496 shares, for each share NT$0.30 stock will be will distributed.
This profit distribution is before the dividend distribution and allotment base date. If there are factors such as buying back the company's shares or transferring, converting and canceling treasury shares, increasing capital and issuing new shares, etc., the number of outstanding shares will be affected, resulting in the shareholder's dividend ratio and allotment ratio. When there is a change that needs to be amended, the chairman shall be authorized by the shareholders via the general shareholders meeting to adjust the dividend rate per share within the above amount and share range, based on the actual number of outstanding shares of the company on the basis of the distribution (share) dividend.
Upon the approval of the General Shareholders Meeting, it is proposed that the Chairperson be authorized to resolve the ex-dividend dates and adjust the dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
Please refer to page 55 for The 2022 Earnings Distribution Proposal.

Resolution:

Board of Directors Election & Discussions

Motion 1: (Proposed by the Board)

14th Term Election of Board of Director

Explanation:

Our company's 13th Term of Board of Directors will expire on June 16, 2023. In accordance with the company regulations, the 14th Term of Board of Directors will be elected at the 2023 annual shareholders' meeting. There will be nine directors to be elected, including three independent directors. The term of office will be from June 9, 2023 to June 8, 2026, for a period of three years, and consecutive re-election is permitted.
According to our company's articles of incorporation, candidates for the election of the board of directors shall be nominated, and shareholders shall vote from the list of nominated candidates. Please refer to pages 56 to 58 for the list of candidates and the relevant information for the 14th Term Board of Directors including the independent directors.

Resolution:

Motion 2: (Proposed by the Board)

The release of non-competition for company’s newly elected directors Explanation:

In accordance with Article 209 of the Company Act, "If a director engages in an act that belongs to the company's business scope for himself or others, he shall explain the material content of his conduct at the Shareholders' Meeting and obtain the approval.
To seek the approval at the Shareholders' Meeting to lift the

non-competition restrictions on the newly elected directors and their representatives.

Resolution:

Motion 3: (Proposed by the Board)

To issue new shares through capital surplus

Explanation:

$96,494,960 will be allotted from the capital surplus to issue new shares, for an additional 9,649,496 shares, par value of each share is NT$10, for every one thousand shares, 30 shares will be distributed.
Per this issuance of new shares, the calculation of the shareholders'

shareholding ratio will be based on the shareholder registry recorded date as of the ex-rights date. For any fractional shares that are not allocated, shareholders are

required to combine them within five days from the ex-rights date and register the consolidation with the company's stock transfer agent. If after the consolidation, the remaining shares are still less than one whole share or if the consolidation is not completed within the specified time, the company will convert the remaining fractional shares into cash at face value up to the nearest whole NT$ (disregarding any amount less than one NT$), and authorize the Chairman to designate specific individuals for to subscribe at the face value.

After the Shareholders' Meeting approves and reports to the relevant governmental agency for approval, the board of directors will be authorized to set a new ex-rights date and other relevant matters for the allocation of new shares.
The rights and obligations of the new shares issued in this capital increase are the same as those of the previously issued shares.
If there is any change in the number of ordinary shares of the company that results in a change in the allocation rate or if there is a need for change due to instructions from the governmental agency, the shareholders' meeting will authorize the board of directors to execute fully.

Resolution:

Questions & Motions

Adjournment

Appendix 1

Fwusow Industry Co., Ltd 2022 Business Report

2022 was a year of crisis and challenges. Faced with soaring raw material and shipping costs, and government efforts to maintain price stability, the industry faced a difficult environment where product prices could not reflect costs in a timely manner, resulting in significant profit margin squeeze. With our focus on risk management, we were able to adjust operational strategies and procurement models accordingly, with an undisruptive supply chain, and enhance product quality. We have maintained an advantage and tackled the crisis. Additionally, our subsidiary, Charming Food, is gradually gaining ground with their business growth. Through implementing various operational strategies, we achieved our annual business goals despite all the difficulties that crossed our paths. In 2022, Fwusow Industry had a 15% growth compared with the previous year; the operating revenue was NT$16,999,408,000; net income of NT$321,930,000.

2022 Business Report & 2023 Business Plan I. 2022 Business Report

1. Operating Performance

Unit: NT$ thousands

			Unit: NT$ thousands
	2022	2021	Percent Change`（`%`）`
Net sales	16,999,408	14,778,782	15.0
OperatingProfit	309,946	302,712	2.4
Pre-tax income	376,123	353,737	6.3
Net income	321,930	322,817	(0.3)

2. Finance Income and Costs and Profitability Analysis

(1) Finance Income and Costs

A. 2022 interest income was NT$3,853,000 which is from bank deposits.

B. 2022 interest expense was NT$56,762,000 which is from bank borrowings

& leases.

(2) Profitability Analysis

(2)ProfitabilityAnalysis
Item	2022	2021
Return on assets(%)	3.61	3.51
Return on owners’ equity (%)	6.95	6.38
Ratio ofprofit before income tax topaid-in capital	11.68	10.99
Profit margin(%)	1.80	1.90
Earnings Per Share(NT$)	1.00	1.00

Budget Implementation : In accordance with the regulations governing the publication of financial forecast of public companies, the company does not have to prepare financial forecasts to the public
Research and Development

Participating in domestic and international exhibitions, conferences, and market surveys, allow us to understand the product market trend with new product ideas, and evaluate the potentials for the development of the new product. Through our research and development, new product evaluation, and manufacturing processes, we develop diversified products to meet the market needs which include the following:

(1) Manufacture various small packaging products of edible oil and grain food to fulfill the small family’s needs and the single trend.

(2) Accelerate the development of microbial biotechnological strains and their applications; promote the wide array use of biological resources.

(3) Continue to expand on the circular agri-food economy system, to add value to these circular economy products, and increase the efficiency and operating value.

(4) To collect and analyze data with the assistance of AI and intelligent monitoring systems, to achieve an optimal environmental setting for breeding, and planting; thus, create advantageous benefits.

(5) Strengthen industry-university cooperation to develop pet health product series; and the use of probiotic powder for animals and plants to reduce the risk of contracting diseases.

II. 2023 Business Plan

1. Business Objectives

As we enter the post-epidemic era of Covid-19, countries around the world have once again opened their borders to a certain extent. Our country has also lifted some controls, and the economy is showing signs of reviving. However, the ongoing Russia-Ukraine war, the Federal Reserve's interest rate hike, inflation, US-China trade war, combined with the food crisis caused by extreme weather and property losses from the natural disasters, are all affecting the domestic and international political and economic environment.

We use our internal resources flexibly, expand the scope of the circular agri-food economy, and maximize the use of our resources. We closely monitor the international raw material market trends for diversified procurement; additionally, we increase the sourcing amount of locally grown grain to ensure stable raw material supply. Moreover, we renovate the old plants, replace energy-saving equipment, improve processes, quantify greenhouse gas emission inventory and adopt AI technology with digital transformation, and international food safety management systems to ensure product quality. By staying abreast of international politics and economics and consumer market trends, we actively expand our virtual and physical channels via integration, and brand marketing to deepen the consumers’ brand recognition.

Operations Strategy:
(1) Continue with the implementation of smart operations and smart production, and adoption of various international food safety management systems to ensure precise production and consistent product quality.
(2) Continue to expand the scope of the circular agricultural economy, increase media promotion to raise consumer loyalty.
(3) Develop new products that meet the market demand; use diverse product strategies and channel marketing to increase sales.
(4) Respond to the United Nations Sustainable Development Goals (SDGs), and climate risks, we strategize corporate development with goals and to meet the net zero policy, we quantify the greenhouse gas inventory regularly to ensure carbon reduction.
(5) Disclose the company’s ESG-related information to offer transparency, communicate directly with the stakeholders, and promote sustainable business operations.
(6) Continue with the promotion of digital transformation, replace the company's enterprise resource planning system, ERP, and create a good working environment with efficient business operation.
Sales forecast and sales policy

In accordance with past performance and market demand changes, 2023 projected sales volume to be of 796,000 tons.

III. Development Strategy and Policy

Monitor the global grain commodity market, closely follow the geopolitics issues to ensure precision procurement to lower the cost of operations. Adjust the procurement strategies via supply chain diversification and increase the sourcing amount of locally grown grain to mitigate the procurement risks to ensure continuous production.
Continue with the digital transformation, to apply the analytical techniques in smart operations, smart manufacturing and smart farming to raise operational efficiency and productivity.
Implement sustainable procurement by increasing the amount of purchase of US SSAP certified soybean, RSPO palm oil, and FSC certified cardboards to integrate the supply chain and achieve carbon reduction.
Implement risk management analysis and identification. Incorporate emerging risk issues and formulate response strategies to reduce risk to ensure smooth operation.
B2C model is the leading market trend; adopt B2C product concepts to increase B2C market share.

IV. The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions

In 2022, with the ongoing Russia-Ukraine war, the further spreading of the Covid-19 in Taiwan, US Federal Reserve rate hike, inflation, and the constant updates in food safety regulations, all factors lead us to adjust our operational strategies accordingly but with the effective procurement of grain commodity and the efforts from our teams, we were able to achieve our annual goals. As Taiwan’s economy regained some ground, the changes in consumer purchase behavior post-pandemic motivated new product innovation, renovated old plants, upgraded machinery, smart devices assisted in decision-making, and expanded the scope of circular agri-food economy; these efforts supported our sustainable growth.

We continue to comply with laws and regulations, food safety culture policy, food safety management system to ensure product quality and safety. At the same time, in responding to Taiwan 2050 Net Zero, we will continue to pursue effective measures in carbon reduction, energy conservation, greenhouse gas emissions, application of circular agri-food economy, and the extension of useful life of resources to increase the operational value. In 2022, we received numerous

recognitions for our achievements in sustainable business development, carbon reduction, and digital transformation. We enhanced our corporate image and brand recognition through media, advertisements, and creative marketing strategies.

In a time of uncertainties, whether supply chain, market trends, geopolitical issues, or inflations, we adapt to the changes with flexible operating strategies. As Taiwan actively prepares to take steps toward achieving net zero carbon emissions by 2050, all organizations are faced with the upcoming compliance issues. We are committed to improve our operational capacities and business technology through digital transformation, machinery upgrades, and factory renovations to conserve energy and reduce carbon emissions. Additionally, we will strengthen our organizational knowledge-sharing culture to reinforce the importance of carbon reduction, and ESG implementation toward a sustainable business.

Board of Directors: Hung, Yau-Kuen General Manager: Hung, She-Pin Accounting Manager: Dai, Jen-Hui

Appendix 2 (1) Financial Statements

Fwusow Industry Co., Ltd

Audit Committee’s Review Report

The Board has submitted the Company’s 2022 business report, consolidated and individual financial statements, where consolidated and individual financial statements have been audited by Solomon & Co., CPAs, Sung-Yu Liu and Zi-Yu Chen through the appointment by the Board and an audit report has been issued accordingly.

The aforementioned proposal regarding Business Report, and Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee. Per Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To: 2023 General Shareholders’ Meeting of Fwusow Industry Co., Ltd

Fwusow Industry Co., Ltd

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Audit Committee Convener: Tsun-Sun Huang

March 13, 2023

`(2)` Earnings Distribution Proposal

Fwusow Industry Co., Ltd

Audit Committee’s Review Report

The Board has submitted the Company’s 2022 earnings distribution proposal, the aforementioned proposal regarding the Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee. Per Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To: 2023 General Shareholders’ Meeting of Fwusow Industry Co., Ltd

Fwusow Industry Co., Ltd

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Audit Committee Convener: Tsun-Sun Huang

April 18, 2023

Appendix 3 INDEPENDENT AUDITORS’ REPORT

Translated from Chinese

The Board of Directors and Shareholders FWUSOW INDUSTRY CO., LTD.

Opinion

We have audited the accompanying parent company only financial statements of FWUSOW INDUSTRY CO., LTD. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2022 and 2021, 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 a summary of significant accounting policies.

In our opinion and other auditors’ reports set forth in Major Accounting Items, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its 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 audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 are independent of the Company, fulfilling 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31 2022 are stated as follows:

Inventory evaluation

The value of inventory is affected by market supply and demand. In addition, the allocation of inventory cost elements and the estimated amount of net realizable value are subject to the subjective judgment of the management. Therefore, the accountants pay special attention to the cost and net realizable value and the appropriateness of the loss of devaluation of inventories by management in accordance with the requirements of International Accounting Standards (IAS2).and the reasonableness of the management to appropriate allowance for inventory demmvaluation losses.

The principal audit procedure performed by the accountant is to obtain inventory entry data and perform detailed tests to verify that the raw material cost, labor input and manufacturing costs of the inventory have been reasonably allocated to the appropriate inventory items. The accountants compare the actual sales price of the inventory at the end of the period with its book value in a sampling manner to verify whether the inventory has been evaluated at the lower of cost or net realizable value. The accountants also compare the inventory quantity data obtained from annual inventory check with accounting record to test the existence and completeness of inventory in the end of year; By participating in and observing the annual perpetual inventory, accountants assess the appropriateness of allowance for inventory devaluation losses .

Other major accounting issue

The financial statements in year 2022 and 2021 of some investee companies accounted for using the equity method, were not audited by us but other accountants; therefore, the accountants’ opinions in the Company's financial statements and the relevant information disclosed in Note 13 are based on the audit reports of other

accountants. The Company’s equity investment in the above-mentioned investee companies as of December 31, 2022 and 2021, were NT$500,679 thousand and NT$438,892 thousand respectively, accounting for 5.45% and 5.44% of the total assets,. The comprehensive benefits recognized by the equity method in 2022 and 2021 were NT$49,023 thousand and NT$52,654 thousand, respectively, accounting for 15.03% and 16.41% of the total comprehensive benefits.

Responsibilities of management and governance units for Parent Company Only financial statements

The management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulation 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.

When preparing parent company only financial statements, the management’s responsibilities also include assessing the company’s ability to continue as going concern, disclosure of related matters, and the adoption of the accounting basis as a going concern, unless the management either intends to liquidate the Company or to cease operations, or in addition to liquidation or there is no other practical and feasible plan but to do so.

The governing unit (including the audit committee) of the Company is responsible for supervising the financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, 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 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 financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’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 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation
6.Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinions.
We communicate with those charged with governance regarding, among other matters, the planned scope and, the timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be

thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2021 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 Sung-Yu Liu and Zi-Yu Chen

SOLOMON & CO., CPAs. Taichung, Taiwan Republic of China March 21, 2022

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone 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 standalone financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying standalone 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 standalone financial statements shall prevail.

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

*Assets*	*Year ended December 31*	*Year ended December 31*	*Year ended December 31*
	*2022*		*2021*
	*Amount*	`％`	*Amount*	`％`
Current assets Cash and cash equivalents(Note 6(1)) Current financial asset at fair value through profit or loss (Note 6(2)) Notes receivable, net(Note 6(3)) Notes receivable due from related parties, net(Note 7(4)) Accounts receivable, net(Note 6(4)) Accounts receivable due from related parties, net(Note 7(4)) Other receivables(Note 7(4)) Current tax assets Inventories, net(Note 6(5)) Current biological assets Prepayments Other current assets(Notes 6(1)`、`8) Total current Assets Non-current assets Investments accounted for under equity method(Note 6(6)) Property, plant and equipment(Note6(7)`、`8) Right-of-use asset(Note6(8)) Intangible assets Non-current biological assets Deferred tax assets(Note6(13)) Guarantee deposits paid Other non-current assets (Note6(4)) Total non-current assets Total assets	806,371 $ 5,173 460,688 261,273 867,904 514,817 28,832 25 2,436,531 13,644 34,081 1,445	8.8 0.1 5.0 2.8 9.4 5.6 0.3 － 26.5 0.2 0.4 －	680,210 $ 4,543 449,010 160,839 888,204 445,869 36,166 25 1,739,439 41,705 12,953 －	8.4 0.1 5.6 2.0 11.0 5.5 0.4 － 21.6 0.5 0.2 －
	5,430,784	59.1	4,458,963	55.3
	878,660 2,730,805 60,650 32,298 4,426 33,630 12,546 1,274	9.6 29.7 0.7 0.4 － 0.4 0.1 －	809,132 2,666,933 74,018 11,342 － 31,581 12,893 2,120	10.0 33.1 0.9 0.1 － 0.4 0.2 －
	3,754,289	40.9	3,608,019	44.7
		100.0	8,066,982 $	100.0
	9,185,073 $

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

(With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

*Liabilities and Equity*	*Year ended December 31*	*Year ended December 31*	*Year ended December 31*	*Year ended December 31*
	*2022*		*2021*
	*Amount*	`％`	*Amount*	`％`
Current liabilities Short-term loans(Note 6(9)) Short-term notes and bills payable6(10) Current financial liabilities at fair value through profit or loss(Note 6(2)) Current Contract liabilities(Note6(17)) Notes payable(Note7(4)) Accounts payable(Note7(4)) Other payables(Note7(4)) Current tax liabilities Current lease liabilities(Note6(8)) Current portion of long-term loans(Note6(11)) Other current liabilities Total current Liabilities Non-current liabilities Long-term loans(Note 6(11)) Deferred tax liabilities - land value increment tax Non current lease liabilities(Note 6(8)) Net defined benefit liability-non current(Note 6(12)) Guarantee deposits received Investments accounted loss for using equity method(Note6(6)) Total non-current liabilities Total liabilities Equity attributable to owners of parent (Note 6(14)) Share capital Capital surplus Retained earnings Other equity interest Treasury shares(Note 6(15)) Total equity Total liabilities and equity	2,005,096 $ － 2,490 7,062 249,213 184,667 261,910 50,928 24,024 503,333 4,605	21.7 －－ 0.1 2.7 2.0 2.9 0.6 0.3 5.5 0.1	705,620 $ 100,000 － 11,689 242,365 249,075 225,755 21,771 23,283 490,000 4,124	8.7 1.2 － 0.1 3.0 3.1 2.8 0.3 0.3 6.1 0.1
	3,293,328	35.9	2,073,682	25.7
	816,667 416,032 37,270 561 1,656 234,367	8.9 4.5 0.4 －－ 2.6	920,000 416,032 51,178 4,266 1,561 188,086	11.4 5.2 0.6 0.1 － 2.3
	1,506,553	16.4	1,581,123	19.6
	4,799,881	52.3	3,654,805	45.3
	3,220,139 15,030 1,161,612 (4,854) (6,735)	35.1 0.2 12.6 (0.1) (0.1)	3,220,139 14,358 1,191,180 (6,765) (6,735)	39.9 0.2 14.8 (0.1) (0.1)
	4,385,192	47.7	4,412,177	54.7
	9,185,073 $	100.0	8,066,982 $	100.0

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

(With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

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

*2022*		*2021*
*Amount*	`％`	*Amount*	`％`
15,964,576 $ (14,694,829) (3,200) (1,430)	100.0 (92.1) －－	14,224,076 $ (12,935,604) － (10,647)	100.0 (90.9) － (0.1)
1,265,117	7.9	1,277,825	9.0
(622,553) (227,504) (56,555) (3,100)	(3.9) (1.4) (0.4) －	(612,183) (230,804) (35,998) 10,000	(4.3) (1.6) (0.3) 0.1
(909,712)	(5.7)	(868,985)	(6.1)
355,405	2.2	408,840	2.9
1,321 31,051 22,687 (38,867) 21,087	－ 0.2 0.1 (0.2) 0.2	217 40,424 7,165 (22,666) (40,884)	－ 0.3 0.1 (0.2) (0.2)
37,279	0.3	(15,744)	－
392,684 (70,754)	2.5 (0.5)	393,096 (70,279)	2.8 (0.5)
321,930	2.0	322,817	2.3
2,278 495 (456) 2,388 (477)	－－－－－	(744) (620) 149 (1,009) 202	(0.1) －－－－
4,228	－	(2,022)	(0.1)
326,158 $	2.0	320,795 $	2.2
$	1.00	$	1.00

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

(With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

*Shares*	*Capital* *Surplus*		*Retained Earnings*	*Retained Earnings*		*Other equity interest*	*Treasury Shares*	*Total Equity*
		*Legal reserve*	*Special Reserve*	*Earnings* *(Accumulated*	*Total*	*Foreign Currency* *Translation Reserve*
3,220,139 $ －－－－	14,358 $ －－－－	267,003 $ 61,599 －－－	233,273 $ －－－－	690,952 $ (61,599) (321,650) 322,817 (1,215)	1,191,228 $ － (321,650) 322,817 (1,215)	(5,958) $ －－－ (807)	(6,735) $ －－－－	4,413,032 $ － (321,650) 322,817 (2,022)
3,220,139 －－－－－	14,358 －－ 672 －－	328,602 32,160 －－－－	233,273 －－－－－	629,305 (32,160) (353,815) － 321,930 2,317	1,191,180 － (353,815) － 321,930 2,317	(6,765) －－－－ 1,911	(6,735) －－－－－	4,412,177 － (353,815) 672 321,930 4,228
3,220,139 $	15,030 $	360,762 $	233,273 $	567,577 $	1,161,612 $	(4,854) $	(6,735) $	4,385,192 $

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

(With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments for Adjustments to reconcile profit (loss) Depreciation expense Expected credit loss Change in fair value less cost to sell of biological assets Allowance for inventory valuation and obsolescence loss Net loss (gains) on Financial Assets and Liabilities at Fair Value through profit or loss Interest expense Dividend income Interest income Share of loss (profit) of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Unrealized profit from sales Reversal of impairment loss recognized in profit or loss, property, plant and equipment Gain of lease modification Gain on Sale of Investments Other adjustments to reconcile profit (loss) Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets Financial assets and liabilities at fair value through profit or loss Notes receivable ( include related parties) Accounts receivable ( include related parties) Other receivables ( include related parties) Inventories Biological assets Prepayments Other Current assets Changes in operating liabilities Notes payable ( include related parties) Accounts payable ( include related parties) Other payables ( include related parties) Contract liabilities Other current liabilities Net defined benefit liability Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Interest paid Dividend received Income tax refund (paid) Cash provided by (used in) operating activities	*2022* 392,684 $ 180,876 3,100 1,430 8,300 3,100 38,867 (691) (1,321) (21,087) (399) 3,200 －－－ 183 215,558 (1,240) (112,601) (51,259) 10,896 (705,392) 21,069 (18,154) 1,363 6,848 (64,408) 16,124 (4,627) 481 (1,427) (902,327) (686,769) (294,085) 1,321 (37,455) 42,734 (44,579) (332,064)	*2021*
		393,096 $ 187,425 (10,000) 10,647 3,500 (442) 22,666 (353) (217) 40,884 (972) － 10,649 (8) (687) 172
		263,264
		4,998 (89,422) (277,755) 9,363 (314,677) 43,380 39,916 － 113,712 32,359 (39,255) 5,627 (551) (2,252)
		(474,557)
		(211,293)
		181,803 218 (22,752) 66,971 (105,625)
		120,615

（Carried over）

（Brought forward）

Cash flows from investing activities: Decrease (increase) in financial assets Proceeds from disposal of property, plant and equipment Acquisitions of investments accounted for using equity method Acquisitions of property, plant and equipment Decrease (increase) in other non-current assets Decrease (increase) in refundable deposits Acquisition of intangible assets Net cash flows from (used in) investing activities Cash flows from financing activities: Increase (decrease) in short-term loans Short-term notes and bills payable Proceeds from long-term debt Repayment of long-term debt Payment of lease liabilities Cash dividends paid Decrease in quarantee deposits received Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	*2022* － 790 (47,410) (209,080) 1,536 347 (18,986) (272,803) 1,299,476 (100,000) 400,000 (490,000) (24,728) (353,815) 95 731,028 126,161 680,210 806,371 $	*2021*
		88 1,740 (196,425) (112,267) － 1,803 －
		(305,061)
		333,206 100,000 450,000 (415,000) (21,241) (321,650) 8
		125,323
		(59,123) 739,333
		680,210 $

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

(With Solomon & Co., audit report dated March 13, 2023)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders FWUSOW INDUSTRY CO., LTD.

Opinion

We have audited the accompanying consolidated financial statements of FWUSOW INDUSTRY CO., LTD. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, 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 a summary of significant accounting policies.

In our opinion and other auditors’ reports set forth in Major Accounting items, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards(IFRS),International Accounting Standards(IAS), IFRIC Interpretations(IFRIC),and SIC Interpretation(SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we are independent of the parent company and subsidiaries, fulfilling 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.

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, 2022.

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 matters for the Company’s consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Property, plant and equipment impairment assessment

The balance of the real property, plant and equipment of FWUSOW INDUSTRY CO., LTD. and its subsidiaries as of December 31, 2022 was NTD 3,728,725 thousand, accounting for 36% of the total assets, in accordance with the provisions of the International Accounting Standards Bulletin, when the real property, plant and equipment of each cash-generating unit show signs of impairment, it should assess whether the asset has been impaired. As mentioned in Notes 4 and 5 of the consolidated financial statements, the management adopts the value-in-use model to evaluate the recoverable amount. When determining the future operating cash flow, it will consider its future operating outlook to estimate the predicted sales growth and profit, etc., and estimate the weighting. The average cost of capital rate is used as the discount rate. As these assumptions involve subjective judgments and may be affected by the future market conditions, there is a high degree of uncertainty.

The main audit procedures carried out by the accountant include obtaining the asset impairment assessment form of the cash-generating unit self-assessed by the management of the subsidiary and the key assumptions used in the assessment of the future cash flow of the management of the subsidiary, including the comparison with the historical results to evaluate the estimated business. Check whether the discount rate used is appropriate.

Inventory evaluation

requirements of International Accounting Standards (IAS2) and the reasonableness of the management to appropriate allowance for inventory demmvaluation losses.

The principal audit procedure performed by the accountant is to obtain inventory entry data and perform detailed tests to verify that the raw material cost, labor input and manufacturing costs of the inventory have been reasonably allocated to the appropriate inventory items. The accountants compare the actual sales price of the inventory at the end of the period with its book value in a sampling manner to verify whether the inventory has been evaluated at the lower of cost or net realizable value. The accountants also compare the inventory quantity data obtained from annual inventory check with accounting record to test the existence and completeness of inventory in the end of year. By participating in and observing the annual perpetual inventory, the accountants assess the appropriateness of allowance for inventory devaluation losses.

Other Matter

Listed in Fushou Group’s consolidated financial statements in 2022, the financial statements of some of the subsidiaries were checked by other accountants. Therefore, in the accountant’s opinion on the above consolidated financial statements, the amounts listed in the aforementioned subsidiary’s financial statements are based on the audit reports of other accountants. The total assets of the aforementioned subsidiary as of December 31, 2022 and 2021 were NTD 351,303 thousand (the same below) and NTD 228,550 thousand, accounting for 3.42% and 2.50% of the total consolidated assets; NTD 341,419 thousand and NTD 273,109 thousand, accounting for 2.01% and 1.85% of consolidated operating income. It is also included in the above-mentioned consolidated financial statements. Regarding the investee company evaluated by the equity method, its financial statements have not been checked by this accountant but by other accountants. Therefore, the accountant’s opinion on the above financial statements is related to this. The amounts listed in the company's financial statements and the relevant information disclosed in Note 13 are based on audit reports by other accountants. FWUSOW INDUSTRY CO., LTD. and its subsidiaries adopted equity method investment balances of NTD296,808 thousand and NTD276,418 thousand respectively for the above-mentioned investee companies on December 31, 2022 and 2021, respectively, accounting for 2.89% of the total consolidated assets and 3.02%, and the total consolidated profit and loss recognized using the equity method in 2022 and 2021 in the Republic of China were 56,008 thousand and 40,136 thousand, respectively, accounting for 18.06% and 14.38% of the total consolidated profit and loss.

We have also audited the parent company only financial statements of FWUSOW INDUSTRY CO., LTD. As of and for the years ended December 31,2022 and 2021 on which we have issued an unmodified opinion plus other matter paragraph.

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, the 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 Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the 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 financial statements, whether due to fraud or error, design and perform audit procedures responsive to

those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’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 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 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 Company 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 and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinions.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial

statements for the year ended December 31, 2021 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 Sung-Yu Liu and Zi-Yu Chen.

SOLOMON & CO., CPAs. Taichung, Taiwan Republic of China March 13, 2023

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 the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

FWUSOW INDUSTRY CO., LTD.

AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars) �

*Year ended December 31*	*Year ended December 31*	*Year ended December 31*
*2022*	`％` 10.5 0.6 － 4.8 － 9.9 4.3 0.3 － 25.0 0.7 0.4 1.0 57.5 3.6 36.3 1.1 0.5 0.2 0.7 0.1 － 42.5 100.0	*2021*
*Amount* 1,080,690 $ 56,914 － 493,956 454 1,023,440 446,384 28,198 972 2,569,200 68,389 39,566 100,528 5,908,691 368,471 3,728,725 110,202 51,419 18,511 71,080 16,903 1,493 4,366,804 10,275,495 $		*Amount* 870,863 $ 32,790 108,166 455,139 2,869 997,584 377,685 21,677 36 1,896,705 96,727 19,465 11,193 4,890,899 346,558 3,706,430 78,722 30,816 7,797 68,343 16,102 4,528 4,259,296 9,150,195 $	`％`
			9.5 0.4 1.2 5.0 － 10.9 4.1 0.3 － 20.7 1.1 0.2 0.1
			53.5
			3.8 40.5 0.9 0.3 0.1 0.7 0.2 －
			46.5
			100.0

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

(With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD.

AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars) �

*Year ended December 31*	*Year ended December 31*	*Year ended December 31*
*2022*	`％` 23.5 0.6 － 0.1 2.4 2.3 3.2 0.5 0.3 － 5.5 0.1 38.5 13.5 4.0 0.8 －－ 18.3 56.8 31.3 0.2 11.3 － (0.1) 42.7 0.5 43.2 100.0	*2021*
*Amount* 2,415,096 $ 59,916 2,490 7,260 250,694 233,197 330,544 51,296 27,398 1,070 569,799 5,351 3,954,111 1,384,963 416,032 83,506 561 2,516 1,887,578 5,841,689 3,220,139 15,030 1,161,612 (4,854) (6,735) 4,385,192 48,614 4,433,806 10,275,495 $		*Amount* 1,025,620 $ 189,909 － 11,689 242,916 269,906 275,138 24,984 25,486 1,862 573,394 5,045 2,645,949 1,554,001 416,032 53,348 4,266 2,422 2,030,069 4,676,018 3,220,139 14,358 1,191,180 (6,765) (6,735) 4,412,177 62,000 4,474,177 9,150,195 $	`％`
			11.2 2.1 － 0.1 2.7 2.9 3.0 0.3 0.3 － 6.3 0.1
			29.0
			17.0 4.5 0.6 －－
			22.1
			51.1
			35.2 0.2 13.0 (0.1) (0.1)
			48.2 0.7
			48.9
			100.0

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

(With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD.

AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

*2022*	*2021*
*Amount* 16,999,408 $ (15,539,508) (4,873) 1,455,027 (700) 1,454,327 (762,922) (323,568) (56,555) (1,336) (1,144,381) 309,946 3,853 28,126 23,237 (56,762) 67,723 66,177 376,123 (70,590) 305,533 2,278 495 (456) 2,770 (477) 4,610 310,143 $ 321,930 $ (16,397) 305,533 $ 326,158 $ (16,015) 310,143 $ $	*Amount* 14,778,782 $ (13,413,278) (4,456) 1,361,048 － 1,361,048 (714,729) (319,394) (35,998) 11,785 (1,058,336) 302,712 3,348 30,857 499 (36,994) 53,315 51,025 353,737 (72,381) 281,356 (744) (620) 149 (1,170) 202 (2,183) 279,173 $ 322,817 $ (41,461) 281,356 $ 320,795 $ (41,622) 279,173 $ $	`％`
		100.0 (90.8) －
		9.2
		－
		9.2
		(4.8) (2.2) (0.2) 0.1
		(7.1)
		2.1
		－ 0.2 － (0.3) 0.4
		0.3
		2.4 (0.5)
		1.9
		－－－－－
		－
		1.9
		2.2 (0.3)
		1.9
		2.2 (0.3)
		1.9
		1.00

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

(With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars) �

*Shares*	*Capital* *Surplus*		*Equity attributable to owner*	*Equity attributable to owner*	*s of theparent*		*Treasury Stock*	*Non-* *controlling* *Interests*	*Total Equity*
			*Retained Earnings*			*Other equity interest*
		*Legal reserve*	*Special Reserve*	*Unappropriated* *Earnings* *(Accumulated* *Deficit)*	*Total*	*Foreign Currency* *Translation Reserve*
3,220,139 $ －－－－－	14,358 $ －－－－－	267,003 $ 61,599 －－－－	233,273 $ －－－－－	690,952 $ (61,599) (321,650) 322,817 (1,215) －	1,191,228 $ － (321,650) 322,817 (1,215) －	(5,958) $ －－－ (807) －	(6,735) $ －－－－	30,382 $ － (334) (41,461) (161) 73,574	4,443,414 $ － (321,984) 281,356 (2,183) 73,574
3,220,139 －－－－－－	14,358 －－ 672 －－－	328,602 36,160 －－－－－	233,273 －－－－－－	629,305 (36,160) (353,815) － 321,930 2,317 －	1,191,180 － (353,815) － 321,930 2,317 －	(6,765) －－－－ 1,911 －	(6,735) －－－－－－	62,000 －－ 37 (16,397) 382 2,592	4,474,177 － (353,815) 709 305,533 4,610 2,592
3,220,139 $	15,030 $	364,762 $	233,273 $	563,577 $	1,161,612 $	(4,854) $	(6,735) $	48,614 $	4,433,806 $

The accompanying notes are an integral part of the parent company only financial statements (With Solomon & Co., audit report dated March 13, 2023)

FWUSOW INDUSTRY CO., LTD.

AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation expense Amortized expense Expected credit loss (gains) Allowance for inventory valuation and obsolescence loss Change in fair value less cost to sell of biological assets Loss (gains) on Financial Assets and Liabilities at Fair Value through profit or loss Finance costs Dividend income Interest income Share-based compensation Share of loss (profit) of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Property, plant and equipment transferred expences Loss (gain) on disposal of financial assets Loss of lease modification Unrealized profit (loss) from sales Others Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets Financial assets and liabilities at fair value through profit or loss Notes receivable ( include related parties) Accounts receivable ( include related parties) Other receivables ( include related parties) Inventories Biological assets Prepayments Other current assets Overdue receivables ( include related parties) Changes in operating liabilities Notes payable ( include related parties) Accounts payable ( include related parties) Other payables ( include related parties) Advance receipts Contract liabilities Other current liabilities Net defined benefit liability Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividend received Interest paid Income tax paid Cash provided by (used in) operating activities	*2022* 376,123 $ 283,885 2,744 1,336 8,536 4,873 2,215 56,762 (691) (3,853) 709 (67,723) (347) 230 －－ 700 4,358 293,734 (23,350) (36,891) (95,402) (2,773) (681,031) (11,841) (8,222) 2,247 (162) 7,778 (36,709) 35,704 (792) (4,429) 306 (1,427) (856,994) (563,260) (187,137) 3,998 42,734 (56,736) (48,885) (246,026)	*2021*
		353,737 $ 281,088 2,212 (11,785) 4,100 4,456 (442) 36,994 (353) (3,348) － (53,315) 420 490 (687) (22) － 17,918
		277,726
		(1,935) (113,069) (324,809) 13,783 (383,715) (11,007) 45,262 (2,263) 11,792 113,644 51,616 (31,546) 122 5,627 (89) (2,252)
		(628,839)
		(351,113)
		2,624 918 31,392 (37,080) (103,315)
		(105,461)

（Carried over）

（Brought forward）

Cash flows from investing activities: Proceeds from redemption of financial assets measured at amortized cost Proceeds from disposal of property, plant and equipment Additions to property, plant and equipment Acquisition of financial assets at amortised cost Acquisition of intangible assets Decrease (increase) in other financial assets Decrease (increase) in refundable deposits Net cash flows from (used in) investing activities Cash flows from financing activities: Increase (decrease) in short-term loans Increase in commercial paper payable Decrease in commercial paper payable Proceeds from long-term bank loans Repayment of long-term bank loans Cash dividends paid Increase (decrease) in quarantee deposits received Repayment of principal of lease liabilities Increase in non-controlling interests Net cash flows from (used in) financing activities Effects of exchange rate change on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	2022	2021
	110,014 790 (248,835) － (24,391) (88,400) (801) (251,623) 1,389,476 － (129,993) 400,000 (572,633) (353,815) 94 (27,960) 2,592 707,761 (285) 209,827 870,863 1,080,690 $	－ 419 (126,256) (17) (1,280) (129) 1,664
		(125,599)
		353,206 69,979 － 490,000 (482,377) (321,650) 9 (23,277) 73,240
		159,130
		(1,193)
		(73,123) 943,986
		870,863 $

The accompanying notes are an integral part of the consolidated financial statements (With Solomon & Co., audit report dated March 13, 2023)

A ndix 4 ppe

Amendments of Code of Ethics Policy and Comparison Chart

After Revision	Before Revision	Remarks
4. Legal Compliance The company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.	4. Legal Compliance The company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.	Revise partial content
5. Policies The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	5. Policies The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies as foundation, so as to create an operational environment for sustainable development.	Revise partial content
6. Prevention Programs The company shall in its own ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training.		Newly added
7. Scope of the prevention programs The company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within our business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordinglyand review the		Newly added

adequacy and effectiveness on a regular basis. We will refer to prevailing domestic and foreign standards or guidelines in establishing the preventionprograms.
8. Commitment and implementation This company shall request the directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The company and the respective business group shall clearly specify in their rules and external documents and on the company website the ethical corporate management policies and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. The company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned and retain said informationproperly.		Newly added
9. Ethical corporate management of commercial activities The company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management. Prior to any commercial transactions, the company shall take into consideration the legality of its agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with its agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate managementpolicy	6. Ethical corporate management of commercial activities The company shall conduct business activities in a fair and transparent manner based on the principle of ethical management. Before doing business, consider the legitimacy of agents, suppliers, customers, or other business partners and whether they are involved in dishonest behavior, and avoid trading with those who have dishonest behavior. The contract signed by the company with agents, suppliers, customers or other commercial transaction objects shall include clauses or statements of compliance with the ethical conduct management policy and that in the event the trading counterparties are involved in	The original Article 6 is revised to Article 9.
	39

and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate or rescind the contracts.	unethical conduct, the company may terminate or rescind the contract at any time. (Attachment 1)
	7. Prohibition on the offering and acceptance of bribes.	Deleted article 7~article 13, as these articles are regulated in “The Code of Ethics and
	8. Refusal of offering political donations.
		Conduct” Policy. (Procedures for
	9. Prohibition of improper charitable donations or sponsorships.	Ethical Management and Guidelines for Conduct)
	10. Prohibition on the offering or acceptance of unreasonable presents, hospitality, or other improper benefits.
	11. Prohibition on the misappropriation of intellectual property.
	12. Not engaging in unfair competitive activities.
	13. Preventing products or services from damaging stakeholders.
10. Organization and responsibility The directors, audit committee, independent directors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company shall designate a corporate governance manager that is under the board of directors. This corporate governance manager shall be responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. Also, shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year): 1. Assistingin incorporatingethics	14. Organization and responsibility The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the audit office under the board of directors shall be responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. Shall be in charge of the following matters, and shall report to the board of directors: 1. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with	The original Article 14 is revised to Article 10.

and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.	the requirements of laws and regulations. 2. Analyzing and assessing the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines. 3. Setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
	15. Legal compliance of business operation.	Deleted
11. Recusal due to conflicts of interest When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, audit committee, independent directors, managers, and other stakeholders attending orpresent at board meetings of	16. Recusal due to conflicts of interest The company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, supervisors, managers, and other stakeholders attendingorpresent	The original Article 16 is revised to Article 11.

the company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The company's directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.	at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company. When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings. The company's directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.
12. Accounting and internal control The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit office of the company shall be based on the results of assessment of the risk of involvement in unethical conduct, devise relevant auditplans including	17. Accounting and internal control The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit office shall regularly audit preceding paragraph and results of examination shall be put down in writingin the form of an audit	The original Article 17 is revised to Article 12.

auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit office may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors	report to be submitted to the board of directors. The internal audit office may engage a certified public accountant to carry out the audit as necessary.
13. Operational procedures and guidelines The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, audit committee, independent directors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters: 1. Standards for determining whether improper benefits have been offered or accepted. 2. Procedures for offering legitimate political donations. 3. Procedures and the standard rates for offering charitable donations or sponsorship. 4. Rules for avoiding work-related conflicts of interests and how they should be reported and handled. 5. Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business. 6. Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct. 7. Handling procedures for violations of these Principles. 8. Disciplinary measures on offenders.		Newly added
14. Education, training, and assessment The chairperson, general	18. Education, training, and assessment The chairperson, general	The original Article 18 is revised to Article 14.

manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis. The company shall organize training and awareness programs for its directors, audit committee, independent directors, managers, employees, mandataries, and substantial controllers or encourage their participation in such activities held internally or by external agencies, and invite the company's commercial transaction counterparties to participate so they understand the company's resolve to implement ethical corporate management, the related policies, prevention programs, and the consequences of committing unethical conduct. The company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.	manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis. The company shall organize training and awareness programs for its directors, managers, employees, mandataries, and substantial controllers or encourage their participation in such activities held internally or by external agencies, and invite the company's commercial transaction counterparties to participate so they understand the company's resolve to implement ethical corporate management, the related policies, prevention programs, and the consequences of committing unethical conduct. The company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.
15. Whistle-blowing system The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the company to submit reports. 2. Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the	19. Whistle-blowing system 1.The company has a spokesperson system. To report any related matters, the whistleblowers can contact the company spokesperson or supervisor via the contact information, spokesperson's telephone number and e-mail, listed in MOPS. The confidentiality of the identity of whistle-blowers and the content of reported cases must be implemented. 2.Any tip involving a director or senior management shall be reported to the independent directors or supervisors. 3.Reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted and documented. 4.Confidentiality of the identity of whistle-blowers and the	The original Article 19 is revised to Article 15.

investigation of each shall be adopted. 3. Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority. 4. Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 5. Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting. 6. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 7. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the audit committee or the independent directors in written form.	content of reported cases strictly implemented. 5. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 6. Whistle-blowing incentive measures. When material misconduct or likelihood of material impairment to the company comes to its awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the audit committee or the independent directors in written form.
16. Disciplinary and appeal system The company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.	20. Disciplinary and appeal system The company adopt and publish a “Fwusow Industry Ethical & Work conduct” disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.	The original Article 20 is revised to Article 16.
17. Disclosure of information This company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical managementpolicy. This	21. Disclosure of information This company shall promote ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. This companyshall also disclose the	The original Article 21 is revised to Article 17.

company shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on its official websites, annual reports, and prospectuses, and shall disclose its ethical corporate management best practice principles on the Market Observation Post System.	measures taken for implementing ethical corporate management, the status of implementation, and the effectiveness of promotion on its official websites, and annual reports, and shall disclose its ethical corporate management best practice principles on the Market Observation Post System.
18. Evaluation and updating of the ethical corporate management policy and measures The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, audit committee, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken shall be reviewed and improved in order to better the company's implementation of ethical management.	22. Evaluation and updating of the ethical corporate management policy and measures The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken shall be reviewed and improved in order to better the company's implementation of ethical management.	The original Article 22 is revised to Article 18.
19. Time of adoption and amendment 1. This Code of Ethics Policy is amended by the Office of General Manager after discussion among relevant units. 2. The ethical corporate management best practice principles shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended. When the company submits its ethical corporate management best practice principles to the board of directors for discussion pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. Any objections or reservations of anyindependent

director shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting. 3. Application of this Practice: it will be implemented and kept at its functional units. 4.For the company that has established an audit committee, the provisions regarding supervisors in these Principles shall apply mutatis mutandis to the audit committee

Appendix 5

Procedures for Ethical Management and Guidelines for Conduct

Board of Directors approved on 8/10/2022

Article 1. Purpose of adoption and scope of application

The company engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies and the applicable laws and regulations of the places where this company and its business groups and organizations operate, with a view to providing all personnel of this company with clear directions for the performance of their duties.

Article 2. Applicable subjects

The scope of application of these Procedures and Guidelines includes the subsidiaries of this company, any incorporated foundation in which this company's accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by this company. For the purposes of these Procedures and Guidelines, the term "personnel of this company" refers to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of this company or its group enterprises and organizations. Any provision, promise, request, or acceptance of improper benefits by any personnel of this company through a third party will be presumed to be an act by the personnel of this company.

Article 3. Unethical conduct

For the purposes of these Procedures and Guidelines, "unethical conduct" means that any personnel of this company, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits. The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and government-owned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.

Article 4. Types of benefits

For the purposes of these Procedures and Guidelines, the term "benefits" means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.

Article 5. Responsible unit and duties

This company shall designate the corporate governance manager as the solely responsible unit (hereinafter, "responsible unit") under the board of directors and provide it with sufficient resources and competent personnel to be in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation.

Article 6. Prohibition against providing or accepting improper benefits

Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of this company shall comply with the provisions of the Ethical Corporate Management Best Practice Principles, and the relevant procedures shall have been carried out:

The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination.
The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.
Attendance at folk festivals that are open to and invite the attendance of the general public.
Rewards, emergency assistance, condolence payments, or honorariums from the management.
Money, property, or other benefits or accepted from a person other than relatives or friends; or gifts of property within a reasonable fair market value.
Property with a reasonable fair market value or less received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient's spouse or lineal relative.
Other conduct that complies with the rules of this company.

Article 7. Procedures for handling the acceptance of improper benefits

Except under any of the circumstances set forth in the preceding article, when any personnel of this company are provided with or are promised, either directly or indirectly, any benefits as specified in Article 4 by a third party, the matter shall be handled in accordance with the following procedures:

If there is no relationship of interest between the party providing or offering the benefit and the official duties of this company's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary.
If a relationship of interest does exist between the party providing or offering the benefit and the official duties of this company's personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling. "A relationship of interest between the party providing or offering the benefit and the official duties of this company's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances:
2.1. When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.
2.2. When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.
2.3. Other circumstances in which a decision regarding this company's business, or the execution or non-execution of business, will result in a beneficial or adverse impact. The

responsible unit of this company shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved.

Article 8. Prohibition of and handling procedure for facilitating payments

This company shall neither provide nor promise any facilitating payment. If any personnel of this company provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the responsible unit. Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.

Article 9. Procedures for handling political contributions

Political contributions by this company shall be made in accordance with the following provisions, reported to the supervisor in charge for approval, and a notification given to the responsible unit, and any amount of a contribution shall be made only after being reported to and approved by the board of directors.

Article 10. Procedures for handling charitable donations or sponsorships

Charitable donations or sponsorships by this company shall be provided in accordance with the following provisions and reported to the supervisor in charge for approval, and a notification shall be given to the responsible unit. The donation or sponsorship shall be provided only after it has been submitted for adoption by the board of directors:

It shall be ascertained that the donation or sponsorship is in compliance with the laws and regulations of the country where this company is doing business.
A written record of the decision making process shall be kept.
A charitable donation shall be given to a valid charitable institution and may not be a disguised form of bribery.
The returns received as a result of any sponsorship shall be specific and reasonable, and the subject of the sponsorship may not be a counterparty of this company's commercial dealings or a party with which any personnel of this company has a relationship of interest.
After a charitable donation or sponsorship has been given, it shall be ascertained that the destination to which the money flows is consistent with the purpose of the contribution.

Article 11. Recusal

When a director , supervisor, officer or other stakeholder of this company attending or present at a board meeting, or the juristic person represented thereby, has a stake in a matter under discussion in the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a

personal interest in the matter. If in the course of conducting company business, any personnel of this company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions. No personnel of this company may use company resources on commercial activities other than those of this company, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of this company.

Article 12. Special unit in charge of confidentiality regime and its responsibilities

The company shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the company's trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures. All personnel of this company shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of this company of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of this company unrelated to their individual duties.

Article 13. Prohibition against unfair competition

The company shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

Article 14. Prevention of damage caused by products and services to stakeholders

The company shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of this company to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services. The company shall adopt and publish on its website a policy on the protection of the rights and interests of consumers or other stakeholders to prevent its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are media reports, or sufficient facts to determine, that this company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the company shall recall those products or suspend the services, verify the facts and present a review and improvement plan. The responsible unit of this company shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors.

Article 15. Prohibition against insider trading and non-disclosure agreement

All personnel of the company shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any

other party, in order to prevent other party from using such information to engage in insider trading. Any organization or person outside of the company that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by the company shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of the company acquired as a result, and that they may not use such information without the prior consent of the company. Article 16. Ethical management evaluation prior to development of commercial relationships

Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, the company shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes. When the company carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:

The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.
Whether the enterprise has adopted an ethical management policy, and the status of its implementation.
Whether enterprise's business operations are located in a country with a high risk of corruption.
Whether the business operated by the enterprise is in an industry with a high risk of bribery.
The long-term business condition and degree of goodwill of the enterprise.
Consultation with the enterprise's business partners on their opinion of the enterprise. 7. Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions.

Article 17. Compliance and announcement of policy of ethical management

The company shall request its directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The company shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

Article 18. Avoidance of commercial dealings with unethical operators

All personnel of the company shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement the company's ethical management policy.

Article 19. Statement of ethical management policy to counterparties in commercial dealings

Any personnel of the company, when engaging in commercial activities, shall make a statement to the trading counterparty about the company's ethical management policy and related rules:

When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim from the other party.
Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.
Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.

Article 20. Handling of unethical conduct by personnel of the company

As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, the company has internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for insiders and outsiders of the company to submit reports. A whistleblower shall at least furnish the following information:

The whistleblower’s name and I.D. number (whistleblowing reports may be submitted anonymously), and an address, telephone number and e-mail address where it can be reached.
The informed party's name or other information sufficient to distinguish its identifying features.
Specific facts available for investigation.

Personnel of the company handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The company also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing. The responsible unit of the company shall observe the following procedure in handling whistleblowing matters:

An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive.
The responsible unit of the company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department.
If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the company's policy and regulations of ethical management, the company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the company will report to the competent authority, refer said person to judicial authority for investigation, or institute legal proceedings and seek damages to safeguard its reputation and its rights and interests.
Documentation of case acceptance, investigation processes and investigation results shall

be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation.

With respect to a confirmed information, the company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
The responsible unit of the company shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.

Article 21. Actions upon event of unethical conduct by others towards the company

If any personnel of this Corporation discovers that another party has engaged in unethical conduct towards the company, and such unethical conduct involves alleged illegality, the company shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, the company shall additionally notify the governmental anti-corruption agency.

Article 22. Amendment & Management

The responsible units of the company shall organize to communicate the importance of ethics to its directors, employees, and mandataries. The office of General Manager shall be responsible for the revision of this Procedures and Guidelines.
Evaluation.

These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting.

Enforcement:

This Procedures and Guidelines shall be delivered to each supervisor for implementation.

Amendment and Abolishment

This Procedures and Guidelines goes into effect once adopted by resolution of the board of directors, same goes for amendment.

Appendix 6

Fwusow Industry Co., Ltd

Profit Allocation Proposal

For the year ended December 31, 2022

Item	Unit(NTD$)
Net Income foryear 2022	321,929,460
Less：10% Legal Reserve	(32,424,716)
Add: An effort to ascertain the amount of remeasuring of the fringe benefitprograms	1,822,751
Add: Difference between actual subsidiary equity and book value	494,952

2022 Earnings Available for Distribution	291,822,447
Plus：Unappropriated Retained Earnings of Previousyears	243,328,388

Total Available for Distribution	535,150,835
Distribution Items
Cash Dividends to Common Shareholders (NTD$0.5 per share)	(160,824,944)
Stock Dividends to Common Shareholders (NTD$0.3 per share)	(96,494,960)
Unappropriated Distribution	277,830,931

Note: The total number of issued shares is 322,013,887 shares, excluding 364,000 shares of treasury shares, the number of allottable shares is 321,649,887 shares

Chairman: Hung, Yau-Kuen General Manager: Hung, She-Pin Accounting Manager: Dai, Jen-Hui

Appendix 7

Fwusow Industry Co., Ltd

14[th] Term Board of Directors Candidates

Ballot #	Position	Name of Candidates	Shareholder Account No.	Shares Holding	Education & Work Experience
1	Director	Hua Shao Investment Co., Representative: Yau-Kuen Hung	50527	4,982,667	Education: 1. Komazawa University, BS 2. Tamkang University, MS Experience: 1.Company Chairman 2. Chairman of Taiwan Vegetable Oil Manufactures Association 3. The Alumni Association of Aletheia University Chairman 4. Central Union Oil Corp President 5. President of Hua Shao Investment Co. Prior positions held: 1. Former Chairman Taiwan Feed Industry Association 2. Former Chairman of Taiwan Barley Products Industry Association 3. Former Chairman of Council for Industrial & Commercial Development
`2`	Director	Yau Sin Hung	08	7,094,976	Education: Komazawa University Position/ Experience: 1. Company Vice Chairman 2. Chairman of Taiwan Barley Products Industry Association 3. Director of Central Union Oil Corp 4. Chairman of CharmingFood
`3`	Director	Yao-Chih Hung	16	8,447,292	Education: Eastern Michigan University, MS Position/ Experience`:` 1. Chairman of Fwusow Hsin 2. CompanyDirector & AVP
`4`	Director	Tsung Lin Hung	23	5,629,855	Education: Commercial High School Position/ Experience: 1. Won Gee Sheng Agricultural Technology Co., Ltd, Chairman 2. Chia Fa Hsin Agri-tech Co., Ltd, Chairman
`5`	Director	Yau-Chi Hung	13	546,406	Education: Tunghai University Department of Animal Science Position/ Experience: 1. Fwusow Hsin,Supervisor

					2. Former Supervisor of Fwusow Industry 2. Former Remunerative member of ChongLien Transportation
`6`	Director	Chiang Ming Hung	29	2,900,000	Education: 1. Bachelor Degree in Economics. California State University of Long Beach. 2. Graduate Gemologist in U.S. residence program. Gemological Institute of America 3. Graduate Jeweler Gemologist Program with Design and Wax GJG Diploma. Gemological Institute of America Position: 1. Chia Fa Hsin Agri-tech Co., Ltd, Director 2. Chi Zi Investment Ltd., Director Experience: 1. Office Manager & Staff Gemologist, International Gemological .Institute (I.G.I.), Los Angeles 2.Staff Gemologist, International Gemological Institute (I.G.I.), Los Angeles 3.Diamond Grader, European Gemological Laboratory (E.G.L.), Los Angeles 4.Summer Internship of Sales, International Business Machine, Taipei
`7`	Independent Director	Bi Yu	-	0	Education: 1. National Chung Hsing University, Food Science, Phd. 2. National Chung Hsing University, Animal Science, BS, MS Position: 1. Honorary Distinguished Professor & Adjunct Professor of National Chung Hsing University 2. ATRI Traceable Agricultural Products Platform Fairness Committee member 3. Reviewer of the submission of permission on manufacture and import of feed and feed additives Experience: 1. Honorary Distinguished Professor & Professor of Animal Science of National Chung Hsing University 2. National Chung Hsing University, Dean of Department of Animal Science 3. World Poultry Science Association, Chairman

					4. ATRI,Director
`8`	Independent Director	Eau Tin Jen	-	0	Education: University of Tokyo, Graduate School of Agricultural & Life Sciences, PhD Position: 1. Honorary Professor & Dean of Graduate Institute of Japanese Political and Economic Studies at Tamkang University 2. Fwusow Industry, Independent Director 3. Agricultural Bank of Taiwan, Consultant Experience: 1. Researcher at Institute of International Relations of National ChengChi University 2. Honorary Professor & Dean of Graduate Institute of Japanese Political and Economic Studies at Tamkang University
`9`	Independent Director	Ming TauFang	-	0	Education: 1.New York University (L.L.M.) 2.George Washington University (M.C.L.) Current Position: 1.Chongfa International Business Law Firm Managing Partner 2.Chi Sheng Pharma & Biotech Co.,Ltd Independent Director 3.ReaLy Development & Construction Corp. Independent Director 4.The Red Cross Society of the Republic of China (Taiwan) Supervisor Prior Position: 1.The Securities Management Committee of the Ministry of Finance, Specialist 2.Taiwan International Securities Co., Ltd, Executive Vice General Manager 3.Shearson Lehman Brothers, Inc. Taiwan Branch, General Manager 4.Shan Si Papermaking Inc., President

Supplement I

Articles of Incorporation of Fwusow Industry Co., Ltd

Chapter One General Provisions

Article 1: The Company is duly incorporated under the provisions governing company limited by shares as set forth in the Company Act, and its name shall be 福壽實業股份有限公司 in the Chinese language, and Fwusow Industry Co., Ltd. in the English language. (hereinafter referred to as the Company).

Article 2: The businesses operated by the Company are as follow:

(1). C105010 Edible oil manufacturing industry
(2). F102020 Wholesale of Edible Oil
(3). C201010 Prepared Animal Feeds Manufacturing
(4). F103010 Wholesale of Animal Feeds
(5). F202010 Retail Sale of Animal Feeds
(6). A401010 Livestock Farm Management
(7). A401040 Livestock Service
(8). A401020 Raising of Livestock and Poultry
(9). F101040 Wholesale of Livestock and Poultry
(10).F101050 Wholesale of Fishery Products
(11).F201030 Retail Sale of Fishery Products
(12).F101990 Wholesale of Other Agricultural, Husbandry and Aquatic Products
(13).F201010 Retail Sale of Agricultural Products
(14).C101010 Slaughter
(15).F201020 Retail Sale of Livestock Products
(16).F107070 Wholesale of Veterinary Drugs
(17).F207070 Retail Sale of Veterinary Drugs
(18).C103050 Manufacturing of Canning, Freezing, Dehydration, Pickled of Food
(19).C109010 Manufacture of Seasoning
(20).C102010 Manufacture of Dairy Products
(21).F102170 Wholesale of Foods and Groceries
(22).F203010 Retail Sale of Food, Grocery and Beverage
(23).C110010 Beverage Manufacturing
(24).F399040 Retail Sale No Storefront
(25).C104010 Manufacturing of Sugar Confectionery

(26).C108010 Carbohydrate Manufacturing

(27).C106010 Grain Husking, Manufacture of Grain Mill Products, Starches and Starch Products
(28).C199040 Beans Processed Food Manufacturing

(29).A102060 Food Dealers

(30).C199990 Manufacture of Other Food Products Not Elsewhere Classified

(31).G801010 Warehousing

(32).F301020 Supermarkets

(33).IZ06010 Tally Packaging

(34).I501010 Product Designing

(35).I301030 Electronic Information Supply Services

(36).I301010 Information Software Services

(37).C801110 Fertilizer Manufacturing

(38).F107050 Wholesale of Fertilizer

(39).F207050 Retail Sale of Fertilizer

(40).C802070 Agro-pesticide Manufacturing

(41).F107040 Wholesale of Agro-pesticides

(42).F207040 Retail Sale of Agro-pesticides

(43).IG01010 Biotechnology Services

(44).F401010 International Trade

(45).A101020 Growing of Crops

(46).A102050 Crops Cultivation

(47).C201020 Pet Food Processing

(48).F106060 pet product wholesale industry

(49).F206050 pet product retail industry

(50).ZZ99999 other businesses not prohibited or restricted by law except any business requiring special approval

Article 3: The Company may provide mutual endorsements or guarantees with peer companies or affiliates for the purpose of catering for business needs.

Article 4: The Company is headquartered in Taichung City, and may establish branches or factories at other locations, if necessary, subject to resolution of the Board of Directors.

Chapter Two Shares

Article 5: Total amount of reinvestment of the Company must exceed 40% of the Company’s paid-in capital. However, if the amount of investment to a single company exceeds 50% of the paid-in capital, it must be approved by the shareholders meeting

Article 6: The total capital stock of the Company shall be in the amount of NTD$5,000,000,000, divided into 500,000,000 shares, at a par value of NTD$10. The Board of Directors is authorized to issue the shares that have not yet been issued in lots.

Article 7: The Company may be exempted from printing stock certificates for the shares issued. However, for the issuance of such shares, the Company shall appoint a centralized securities depository enterprise to make recordation

Article 7-1: In accordance with the company law, with certain conditions, the objects of transfer of the treasury stocks purchased by the company may include full-time employees of the controlling or affiliated companies, and the conditions and distribution methods are

subject to the resolutions by the Board.

Article 8: Other than otherwise regulated, "Regulations Governing the Administration of Shareholder Services of Public Companies" is applied to all related matters to the company shareholders.

Article 9: No transfer of shares shall be handled within sixty days prior to a shareholders' regular meeting, or within thirty days prior to a shareholders' extraordinary meeting, or within five days prior to allocation of dividend bonus or any other benefits.

Chapter Three Shareholders’ Meeting

Article 10: The shareholders' meeting hereof is in two categories, the shareholders’ regular meeting and shareholders’ extraordinary meeting. Other than otherwise stated, The shareholders’ regular meeting shall be convened by the board of directors at least once per annum within six months from the closing of each fiscal year. However, additional shareholders’ meetings may be called when requested and approved by the regulation . The shareholders’ extraordinary meeting may be called whenever it is deemed necessary.

Article 10-1: The method of Annual General Shareholders’ Meeting may be conducted by video conference or other methods agreed upon by the government agency.

Article 11: Notices for the shareholders’ meeting shall be served to all shareholders in writing thirty days in advance. The shareholders’ extraordinary meeting notices shall be served to all shareholders in writing fifteen days in advance. An issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement.

Article 12: The shareholders’ meetings shall be chaired by the Chairman of the Board. If the Chairman is absent, the chairperson of the meeting shall be appointed in accordance with the provisions of Paragraph 3 Article 208 of the Company Act. If the shareholders' meeting is called by any convener other than the board of directors, he/she shall act as the Chairman of the said meeting. If there are two or more conveners, the chairperson of the meeting shall be elected from among themselves.

Article 13: Unless otherwise provided for in the Company Act, resolutions in the shareholders’ meeting shall be resolved by a majority vote in the meeting attended by shareholders representing a majority of the total issued shares.

Article 14: A shareholder of the Company shall have one voting power for each share in his possession. However, shares of the Company held by the Company pursuant to Article 179 of Company Act are not entitled to voting power.

Article 15: In the event where a shareholder is unable to attend a shareholders’ meeting for any cause, the shareholder may appoint a proxy to attend the meeting on behalf of the shareholder by executing a power of attorney printed by the Company. Other than measures 61

specified in Article 177 of the Company Act, a shareholder may also appoint a proxy in accordance with the provisions set forth in the “Rules Governing Appointment of Proxy by the Power of Attorney to Attend a Shareholders Meeting of Public Companies” published by the competent authority.

Article 16: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting in accordance with the Company Act.

Chapter Four Directors and the Audit Committee

Article 17: The Company shall establish the Board of Directors constituted by 9 to 11 directors, a three-year tenure of office, the election thereof adopts the candidate nomination system and eligible for reelection. If the tenure of office of directors expires before the time of final account closing of the year, the tenure of office may be extended until the newly elected directors take office. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact to hold a by-election for directors.

The total number of registered shares held by all of the directors shall not be less than a certain percentage of the total number of the Company’s outstanding shares.

The rules governing the aforesaid shareholding percentage and the verification and execution thereof shall be established in compliance with orders of the competent authority. Said directors shall include three independent directors and the independent directors shall be no less than one-fifths of director seats. The qualification, shareholding, restrictions on part-time jobs, nomination and election of independent directors and other matters to be complied with shall be handled in accordance with the Company law and the relevant requirements of the competent security authority. The election of independent directors and non-independent directors shall be held at the same time, while quota of the elected shall be calculated separately.

Article 18: The Company shall set up an Audit Committee, which shall be composed of all independent directors. The number of members, tenure, scope of power and duties of the Audit Committee shall be specified in the Audit Committee laws and regulations.

Article 19: The Company shall set up a Remuneration Committee. The number of members, tenure, scope of power and duties of the Remuneration Committee shall be specified in the Remuneration Committee laws and regulations.

Article 20: The remuneration of the directors shall be determined by the Board of Directors taking into considerations of their participation and contributions to the company’s operations; and referencing to the level of remuneration adopted by peer companies and listed companies.

The Company may purchase liability insurance for directors for which they may be held responsible according to law in the scope of exercising business operations.

Article 21: Board of Directors Meeting shall be convened at least once per quarter In calling a Board meeting, the convener shall send a notice to each director no later than seven (7) days prior to the scheduled meeting date. However, in the case of emergency, the Board meeting may be convened at any time. The meeting notice shall specify the subject of the meeting and may be delivered via postal mail, e-mail, or facsimile. Apart from the first

meeting of each term of newly elected Board of Directors, which shall be convened by the director with the most votes, the Board meeting shall be convened by the Chairman of the Board of Directors. Except otherwise specified in the Company Act, the Board meeting shall be held with at least half of the directors present and the resolutions shall be adopted by consent of the majority of directors present at the meeting.

Article 22: The Company shall elect a chairman and a vice chairman. The chairman shall represent the Company. In case that the Chairman is absent or fails to perform his duties, a substitute shall be appointed to act on his behalf as pursuant to Article 208 of the Company Act. In the event where a director is unable to attend a meeting, he may appoint another director on his behalf by issuing a written proxy, stating therein the scope of authorization with reference to the subjects to be discussed at the meeting.

Article 23: All business of the Company will act on the resolutions by the Board of Directors except otherwise specified in the Company Act.

Chapter Five Managerial Officers

Article 24: The Company may appoint one or more managerial personnel who shall manage all affairs of the Company in accordance with the Board resolutions. The managerial personnel and the employment, discharge and remuneration thereof shall be decided by a resolution to be adopted by the board of directors.

Chapter Six Accounting

Article 25: The fiscal year of the Company starts on January 1 of each year and ends on December 31 of the same year. The Board of Directors shall prepare and submit the following documents to the regular shareholders’ meeting for ratification according to legal procedures. 1. Annual business report 2. Financial statement 3. Surplus earnings distribution or loss make-up proposal.

Article 26: The Company shall allocate 2% of the profits earned during the current year for the purpose of employees’ compensation and no more than 5% of the same for directors’ remuneration; the payment of such compensation shall be decided by the Board of Directors. The distribution proposal for employees’ and directors’ compensation shall be submitted to the shareholders’ meeting for approval. Nevertheless, in case that the Company has an accumulated deficit, a sum to make up the losses shall be reserved from the said profit before it is allocated to pay for the employees’ compensation and directors’ remuneration pro rata as described.

Line item 1: profits earned during the current year referred to the profits before tax not yet deducted the compensation to employees’ compensation and directors’ remuneration Qualified employees to receive employees’ compensation include those meet the qualification & definition of company’s subsidiaries.

Article 27: Dividend Policy

The company surplus earning distribution or loss offsetting will be at the close of each half fiscal year. A company distributing surplus earning in accordance with the provision of the preceding sentence shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve (10%) to be set aside. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. The proposal of surplus earning distribution (accumulated surplus for the entire fiscal year) shall be submitted to the board of directors for approval. If such surplus earning is distributed in the form of cash, it shall be approved by a meeting of the board of directors in accordance to Article 228-1 & article 240-5 and a report of such distribution shall be submitted to the shareholders’ meeting. Distributing surplus earning in the form of new shares shall be issued by the company upon the approval and close of the shareholders’ meeting.

The company surplus earning distribution or loss offsetting for the entire fiscal year. A company distributing surplus earning in accordance with the provision of the preceding sentence shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve (10%) to be set aside. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. The proposal of surplus earning distribution (accumulated surplus for the entire fiscal year) shall be submitted to the board of directors for approval. If such surplus earning is distributed in the form of cash, it shall be approved by a meeting of the board of directors in accordance to Article 228-1 & article 240-5 and a report of such distribution shall be submitted to the shareholders’ meeting. Distributing surplus earning in the form of new shares shall be issued by the company upon the approval and close of the shareholders’ meeting.

The company dividend policy considering the the capital needs, the long-term financial planning, and the shareholders benefits, the dividends to shareholders shall be 40%~90% of the accumulated allocable earnings. The cash dividend shall not be less than the minimum of 10% of the total amount of dividend allocable for the year. If the cash dividend per share is less than NTD$0.1 then the stock dividend will be distributed.

Chapter Seven Bylaws

Article 28: The organizational and operational rules shall be separately worked out by the board of directors

Article 29: Matters unspecified in the Articles of Incorporation shall be handled in accordance to the provisions of the Company Act

Article 30: The Articles of Incorporation of the Company was formulated on November 1, 1954 and duly amended on:

(1) July 8, 1956 (2) December 18, 1958 (3) April 1, 1960 (4) May 1, 1960 (5) November 1, 1960 (6) February 22,1962 (7) March 1, 1965 (8) May 15, 1965 (9) November 3,1966 (10) October 20, 1968 (11) September 19, 1969 (12) December 10, 1970 (13) April 18, 1971 (14) July 6, 1972 (15) July 16, 1973 (16) August 25,1974 (17) June 11, 1977 (18) July 25, 1977 (19) November 26, 1979 (20) September 23, 1983 (21) June 30, 1985

(22) August 5, 1985	(23) October 9, 1985	(24) August 16, 1986
(25) March 5,1987	(26) February 24, 1989	(27) May 16, 1989
(28) January 10, 1990	(29) March 18, 1990	(30) April 29, 1991
(31) April 11, 1992	(32) April 17, 1993	(33) April 13, 1996
(34) April 19, 1997	(35) May 6, 1999	(36) June 2, 2000
(37) June 7, 2001	(38) June 6, 2003	(39) June 4, 2004
(40) June 3, 2005	(41) June 9, 2006	(42) June 8, 2007
(43) June 11, 2008	(44) June 10, 2009	(45) June 15, 2010
(46) June 22, 2011	(47) June 13, 2012	(48) June 18, 2013
(49) June 23, 2016	(50) June 27, 2018	(51) June 17, 2020
(52) June 17, 2022

Supplement II

Fwusow Industry Co., Ltd Rules and Procedures of Shareholders’ Meeting

Adopted by Ordinary Resolution passed on June 17, 2022

Unless otherwise provided by relevant laws and regulations, the Company’s Shareholders’ Meeting (hereinafter referred to as “the Meeting”) shall be conducted in accordance with the Rules and Procedures of Shareholders’ Meeting (hereinafter referred to as “the Rules and Procedures”).
The Company shall provide a sign-in book to allow attending shareholders to sign in or else attending shareholders may also submit the attendance card in lieu of signing in. The number of shares represented by attending shareholders shall be calculated in accordance with the sign-in book and submitted attendance cards.
The attendance and voting of the Meeting shall be calculated based on shares of the Company.
The Meeting shall be held at the location of the Company or other venues convenient for shareholders’ attendance and suitable for holding the Meeting. The Meeting shall not begin earlier than 09:00 a.m. or later than 03:00 p.m. of the day. The method of Annual General Shareholders’ Meeting may be conducted by video conference or other methods agreed upon by the government agency.
If the Meeting is convened by the Board of Directors, it shall be presided over by the Chairman of the Board. In the event that the Chairman of the Board is on leave or unable to exercise his duties for some reason, the Vice Chairman shall act on his behalf. In case that there is no Vice Chairman in the Company or the Vice Chairman is also on leave or unable to exercise his duties for some reason, the Chairman of the Board shall designate one executive director to preside over the Meeting, or where there is no executive director in the Company, one of the directors shall be designated to preside over the Meeting. In the absence of such a designation by the Chairman, the executive directors or the directors shall elect one substitute from among themselves to preside over the Meeting. If the shareholders' meeting is called by any convener other than the board of directors, he/she shall act as the Chairman of the said meeting.
The Company may appoint its designated counsels, CPAs, or other relevant personnel to attend the Meeting. Personnel handling affairs at the Meeting shall wear an identification card or a badge.
The whole process of the Meeting shall be audio recorded or videotaped from the beginning to the end, of which the files shall be kept for at least one (1) year.
The Chair of the Meeting shall call the Meeting to order at the scheduled time. Nevertheless, if the shares represented by the attending shareholders have not reached more than half of the total shares issued, the Chair may announce postponement of the Meeting. However, the postponement shall be limited to two (2) times and the Meeting shall not be postponed for more than one (1) hour in total. In case that after two postponements, the shares represented by the attending shareholders have not reached a quorum but have reached more than one third (1/3) of the total shares issued, tentative resolutions may be passed in accordance with the first Paragraph of Article 175 of the Company Act. In the event that the shares represented by the attending

shareholders have reached more than half of the total share issued before the end of the Meeting, the Chair of the Meeting may resubmit previously passed tentative resolutions to the Meeting for voting in accordance with Article 174 of the Company Act.

The agenda of the Meeting shall be established by the Board if the Meeting is convened by the Board of Directors. The Meeting shall proceed in accordance with the agenda which shall not be changed without a resolution of the Meeting. The provision set forth in the preceding paragraph shall apply in the event that a shareholders’ meeting is convened by a person beyond the board of directors. Except by a resolution of the Meeting, the Chair of the Meeting must not announce adjournment of the Meeting before completion of all scheduled items on the agenda (including provisional motions). Once the Meeting is adjourned, the shareholders cannot designate another person as the Chair and continue the Meeting at the same venue or other places. Nevertheless, in the event that the Chair adjourns the Meeting in violation of the Rules and Procedures, the attending shareholders may designate, by agreement of a majority of votes, one person as the Chair to continue the Meeting
In case that a shareholder wishes to make a speech at the Meeting, he/she shall fill out a speech note and remark the key subjects to be spoken, shareholder account number (or code of the participation certificate), and shareholder name. The sequence of speeches shall be decided by the Chair of the Meeting. A shareholder who submits a speech note without actually making the speech is deemed that he/she not spoken up in the Meeting. In the event that the content of the speech made by a shareholder is not consistent with that specified on the speech note, the contents actually said shall prevail. Unless with the consent of the Chair of the Meeting and the shareholder making the speech, other shareholders must not interrupt the speech of the shareholder, otherwise the Chair of the Meeting shall ban such interruption.
Unless with the consent of the Chair of the Meeting, each shareholder shall not make a speech on the same discussion item more than two (2) times and each time shall not exceed five (5) minutes. In the event that the speech of a shareholder violates the rules as described in the preceding paragraph or exceeds the scope of the discussion item, the Chair of the Meeting may stop the speech of such shareholder.
Where a juridical (corporate) person is consigned to participate in a shareholders’ meeting, such juridical (corporate) person may appoint only one representative to participate in the meeting. Where a juridical (corporate) person shareholder appoints two or more representatives to participate in a shareholders’ meeting, only one representative may speak up for the same issue.
After the speech of an attending shareholder, the Chair of the Meeting may respond in person or appoint an appropriate person to respond.
The chairman may announce discontinuation of the discussion process and proceed with the voting process when the discussion is considered up to the extent for resolution.
Upon voting for an issue, the chairman shall appoint the ballot examiner(s) and the teller(s). The ballot examiners shall only be appointed from the shareholders. Voting for a resolution or vote counting shall be conducted in public at the place of the shareholders meeting, and the voting results shall be reported on-site immediately and recorded in the minutes of the Meeting.
The chairman may announce a break as appropriate during the proceedings of a shareholders’ meeting
Unless otherwise prescribed in the Company Act and the Articles of Incorporation, a resolution shall be adopted by a majority of votes represented by the attending shareholders at the Meeting.

The voting process shall be conducted on a case-by-case basis (or by separation of cases) and the outcomes of the yea or nay and the abstentions should be input into the Market Observation Post System (MOPS)

In case that there is an amendment or a substitute for a proposed resolution, the Chair of the Meeting shall decide the order of voting for the original case and the amendment or the substitute. If any issue among them is resolved, other issues are deemed vetoed and no further voting process is required.
The chairman may command the disciplinary personnel (or security guards) to help safeguard and maintain the order of the meeting site. The disciplinary personnel (or security guards) shall, while helping safeguard the order at site, wear a badge bearing the wording of “Disciplinary Personnel” for identification purpose.
The Rules and Procedures shall become effective after approval by the Meeting. The same applies in the case of an amendment.

Supplement III

Fwusow Industry Co., Ltd Rules for Election of Directors

Adopted and executed at the Shareholders General Meeting on June 27, 2018

Article 1 Unless otherwise provided in the Company Law or the Articles of Incorporation of this Company, the directors of this Company shall be elected in accordance with the rules specified herein. Article 2 The Company’s directors shall be elected by adopting the candidate nomination system. The number of votes exercisable in respect of each share shall be the same as the number of directors to be elected. For the aforementioned ballots, the total number of voting rights per share may be consolidated for the election of one candidate or may be split for the election of two or more candidates. Article 3 The company shall announce the period for accepting the nomination of director candidates, the number of directors to be elected, the place of acceptance, and other necessary matters before the stockholders' meeting is held and before the closing date of stock transfer. The company's board of directors or shareholders holding more than 1% of the total number of issued shares may provide a list of recommended directors for the next term in accordance with the provisions of the Company Law. Candidate qualifications for directors of the company shall be handled in accordance with relevant laws and regulations Article 4 In the election of directors of this Company, candidates who acquire more votes should win the seats of directors. If two or more persons acquire the same number of votes and the number of such persons exceeds the specified seats available, such persons acquiring the same votes shall draw lots to decide who should win the seats available, and the Chairman shall draw lots on behalf of the candidate who is not present. Article 5 The company shall prepare the ballots with the number of voting rights being noted on the ballots, and distribute the ballots to the shareholders who are present at the shareholders’ meeting. The name of the voters may be represented by the attendance number printed on their ballots. If the votes are cast through electronic methods, the ballots will not be printed out. Article 6 Before the election begins, the chairman shall designate a number of proctors and clerks to perform various related duties. For the election of directors, the company shall set up a ballot box, and before voting, the proctors will open the ballot box in public. Article 7 If the candidate is a shareholder, the voter must fill in the name of the candidate and the shareholder account number in the "Nominated Candidate" column of the ballot; if he is not a shareholder, he should fill in the name and his ID number. However, when the government or legal person shareholder is the candidate, the name of the elector should be filled in the name of the government or legal person in the voter’s account column, and the name of the government or legal person and the name of its representative may also be filled in; if there 69

are several representatives, the name of the representative should be added separately.

Article 8 A ballot is invalid under any of the following circumstance:

(1) Ballot not issued by the company
(2) Blank ballots which are cast into the ballot box
(3) Scribbled and unidentifiable writing
(4) If the candidate is a shareholder yet his name and shareholder account number do not match the shareholder registrar; if the candidate is not a shareholder and after verification proves to be otherwise.
(5) There are other words written on the ballot other than the name of the nominated candidate, shareholder account number (ID number) and total number of voting rights
(6) Nominated candidate has the same name as other shareholders without providing identifier such as shareholder account number or ID number
(7) Any of the following has been altered: the name of the nominated candidate, shareholder account number (ID number) and total number of voting rights
(8) The number of candidates filled in exceeds the prescribed quota
(9) The total number of allocated voting rights exceeds the total number of voting rights
Article 9 The counting of the ballots voting for the directors shall be conducted in public in the venue of the shareholders’ meeting. The ballots shall be counted during the shareholders’ meeting immediately after they are cast. The results, shall be announced by the chairman.

Article 10 Matters not specified in the Rules shall be governed by the Company Act, the Company’s Articles of Incorporation and any other relevant laws and regulations

Article 11 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Supplement IV

The Minimum Number of Shares All Directors Are Required to Hold and the Number of Shares Actually Held by Individual and All Directors

The company's paid-in capital is NTD $3,220,138,870; total of 322,013,887 shares issued.
As required under article 26 of the Securities and Exchange Law, the minimum number of shares held by all directors of Fwusow Industry Co., Ltd shall not be less than 12,880,555 shares.
As of the date on which the transfer of shareholdings is suspended for the present shareholders’ meeting the numbers of shares actually held by individual and all directors are enumerated below.

		04/11/2023	04/11/2023
Title	Name	Shareholding	Remarks
Chairman	Hua Shao Investment Co Representative: Hung, Yau-Kuen	4,982,667
Vice Chairman	Hung , Yau-Hsin	7,094,976
Director	Hung , Yau-Chih	8,447,292
Director	Cheng-Rong Investment Co Representative`：`Hsiao,Min-Ju	221,627
Director	Ann Dar Hsin Investment Co. Representative: Yeh,Tzu-Ling	1,486,058
Director	Taisun Yuan Investment Co. Representative: Liu, Wei Chen	86,000
Independent Director	Huang , Tsun-Sun	0
Independent Director	Ren , Yao-Ting	0
Independent Director	Huang , Shi-Pin	0
Total		22,318,620

AI assistant

FWUSOW — AGM Information 2023

51750_rns_2023-10-04_3e298758-259b-4c03-921c-caa329b827f7.pdf

FWUSOW INDUSTRY CO., LTD.

2023 Annual Shareholders’ Meeting Meeting Handbook

Table of Contents

I. Meeting Procedure

Fwusow Industry Co., Ltd

2023 Annual Shareholders’ Meeting Procedure

II. Meeting Agenda

Fwusow Industry Co.,Ltd 2023 Annual Shareholders’ Meeting Agenda

Report Items

1. 2022 Business Reports

3. 2022 Earning Distribution of Cash Dividend

4. Report on the payment of employee compensation and director remuneration of

2022

Proposed Resolutions

Motion 1: (Proposed by the Board)

Motion 2: (Proposed by the Board)

Motion 1: (Proposed by the Board)

Motion 2: (Proposed by the Board)

Motion 3: (Proposed by the Board)

To issue new shares through capital surplus

Questions & Motions

Adjournment

Fwusow Industry Co., Ltd 2022 Business Report

2022 Business Report & 2023 Business Plan I. 2022 Business Report

1. Operating Performance

2. Finance Income and Costs and Profitability Analysis

II. 2023 Business Plan

1. Business Objectives

III. Development Strategy and Policy

IV. The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions

Appendix 2

(1) Financial Statements

Fwusow Industry Co., Ltd

Audit Committee’s Review Report

Fwusow Industry Co., Ltd

(2) Earnings Distribution Proposal

Fwusow Industry Co., Ltd

Audit Committee’s Review Report

Appendix 3

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Inventory evaluation

Other major accounting issue

Responsibilities of management and governance units for Parent Company Only financial statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FWUSOW INDUSTRY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FWUSOW INDUSTRY CO., LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Thousands of New Taiwan Dollars)

（Brought forward）

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Property, plant and equipment impairment assessment

Inventory evaluation

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

FWUSOW INDUSTRY CO., LTD.

AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars) �

FWUSOW INDUSTRY CO., LTD.

AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

FWUSOW INDUSTRY CO., LTD.

AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FWUSOW AGM Information 2023

`(2)` Earnings Distribution Proposal