Gourmet Master Co. Ltd.

2025 ANNUAL SHAREHOLDERS’ MEETING

MEETING AGENDA

(Translation)

June 5, 2025

09:00 am

Format: in-person

01. MEETINGAGENDA

Time: 9:00 a.m., June 5, 2025

Place: Shinkansen Grand Hotel

(located at No.29, Gongye 18th Rd., Nantun Dist., Taichung City 408, Taiwan)

Attendants: All shareholders or their proxy holders

Chairman: Wu Cheng Hsueh, Chairman of the Board of Directors

1. Chairman’s Address

2. Report Matter

(1) 2024 operation report of the Company.

(2) 2024 review report on financial statements by Audit Committee.

(3) cash dividend for the year of 2024: NTD 3.0 per share

Acknowledgement Matter
(1) 2024 financial statements.
(2) 2024 earnings distribution proposal.
Election Matter

Reelection of Directors.

Discussion Matter
(1) Amendment to Procedures for Monetary Loans to Others.
(2) Amendment to Article of Association.
(3) To lift new directors' non-compete obligation.
Ad Hoc Motions

1. Report Matter

(1) To report the business of 2024

Dear Shareholders,

Gourmet Master Co. Ltd. (The Company) reported NTD 18,978,612 thousands in consolidated sales for 2024, 7% lower than that in the previous year. The Company reported 2024 net profit 22% lower than that in the previous year, and 2024 EPS of NTD 3.28. By December 31, 2024, The Company accounted for approximately 1,000 stores globally.

As of end 2024, The Company retained a healthy debt-to-asset ratio, a decent current (working capital) ratio, and solid operating cash inflow during 2024, indicating The Company’s robust operational and financial status.

Looking back on 2024, The Company continued with its solid execution across all regions. Total store counts pulled back based on the strategic pivot. In the US, The Company continued with its fast-growing mode and revenue increased again in 2024. As of end 2024, The Company had 80 plus stores in the States.

In addition to store expansion, The Company keeps on enhancing its organization structure, store format, product mix, and marketing strategy, evidenced by successive recognitions won by its chefs, such as the crowning of Chen Li Che in Global Pastry Chefs Challenge in previous years, and the record-breaking high marks achieved in COFFEE REVIEW some years ago, all proofs that The Company's commitment to high quality product has never wavered since its founding around twenty years ago. Looking into 2025, The Company will focus on the innovation of new products and the ramp-up of new format stores, aiming at higher average store-level sales and profitability. In China, gross store openings will be concentrated on the scalable markets for better brand awareness. US market becomes The Company’s new growth engine, following the robust sales performance and the carefully planned accelerating store openings in the years to come. The Company will at the same time have more locations in other markets outside of the Golden State and look forward to expanding in the world's largest consumer market.

Finally, thank you, our shareholders, for your trust and long-term supports during our journey transitioning into a multinational brand. We will do our best to exceed expectations as we enter the most exciting period of our existence for the years ahead.

(2) Audit Committee’ review report

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2. Acknowledgement Matter

(1) To accept 2024 Business Report and Financial Statements

The Consolidated Financial Statements of the Company audited by independent auditors of Deloitte & Touche along with the 2024 Business Report, have been submitted to Audit Committee for review and approval and Audit Committee have issued the Audit Committee’ Review Report accordingly.

(2) To approve the proposal for distribution of 2024 profits

The 2024 net profit after tax of the Company, after setting aside the legal capital which amount to 10% of the net profit after tax, for the preceding year, The Company proposes to pay a cash dividend of NTD 3.0 per share.

Record dates for paying cash dividends: Upon the approval of the shareholders meeting, it is proposed to authorize the Chairman to determine the ex-dividends date, distribution date and relevant matters.

4. Election Matter

To elect eight Directors (including four independent directors)

(1) The three-year term of incumbent directors expires in June, 2025.
(2) According to the Article of Association, the Company should be managed by no fewer than five directors (including no fewer than three independent directors). Eight directors (including four independent directors) are elected in this Annual General Meeting for the term from June 05, 2025 to June 4, 2028.
(3) Election of directors is conducted through a nomination process. Shareholders shall select from the list of nominated candidates.


Director	Mr. Wu, Cheng-Hsueh	Founder
Director	Infinity Emerging Markets Limited Representative: Mr. Chang, Chieh-Wen	Founding family member Ph.D. in Management Sciences, TamkangUniversity
Director	Henderson I Yield Growth Limited Representative: Mr. Kuo Ming Hua	Senior executive
Director	Mr. Wu, Yu-Chin	Senior executive
Independent Director	Mr. Chi, Chih-Yi	Ph.D. in Economics, Harvard University
Independent Director	Mr. Wang, Chih-Wen	Attorney-at-Law
Independent Director	Ms. Lee, Su-Ying	Yuanta Securities
Independent Director	Mr. Wu, Meng-Ta	Partner, Crowe (TW) CPAs

5. Discussion Matter

(1) To Amend Procedures for Monetary Loans to Others

Per advice by Taiwan Stock Exchange, the Board of Directors proposes to amend the Procedures for Monetary Loans to Others. All of the amendments are a direct result of following the advice by Taiwan Stock Exchange, which in turn originates from the latest legislative changes to relevant laws in Taiwan, or the arbitrary decisions by the executive branch of the government. Taiwan Stock Exchange believes every company listed on its platform shall comply.

(2) To Amend Article of Association of the Company

Per advice by Taiwan Stock Exchange, the Board of Directors proposes to amend the Article of Association of the Company. All of the amendments are a direct result of following the advice by Taiwan Stock Exchange, which in turn originates from the latest legislative changes to relevant laws in Taiwan, or the arbitrary decisions by the executive branch of the government. Taiwan Stock Exchange believes every company listed on its platform shall comply.

(3) To lift new directors' non-compete obligation

According to the Article of Association #28(h) & 42(h), the Board of Directors proposes to release the prohibition on directors from participation in competitive business.

Meanwhile, according to Explanation Letter No.89206938, announced by the Ministry of Economic Affairs in Taiwan, dated April 24, 2000, when the juristic person shareholder appoints its authorized representatives to be elected as directors according to Article 27-2 of the Company Act in Taiwan, both the juristic person shareholder and the authorized representatives shall be governed by the non-competition restrictions of Article 209 of the Company Act in Taiwan.

If the newly-elected Directors and the juristic person shareholder which appoints its authorized representatives to be elected as directors in current year’s Annual General Meeting violate the non-competition restrictions of Article 209 of the Company Act in Taiwan and the interest of the Company is not impaired, it is proposed to release the Directors and juristic person shareholders which appoints its authorized representatives to be elected as directors after having assumed office from non-competition restrictions for approval.

(Proclaim the information of engaging in competitive businesses conducted by the Directors and the juristic person shareholders)

Ad Hoc Motions

02. ATTACHMENT

2024 CONSOLIDATED FINANCIAL STATEMENTS AND PRIOR YEAR’S INDEPENDENT AUDITORS’ REPORT (2024’S FULL REPORT WILL BE TRANSLATED TO ENGLISH AND RELEASED AS EARLY AS LATE MAY) (BEFORE THAT, MANDARIN VERSION COULD BE FOUND IN PUBLIC FILINGS)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Notes 7 and 29) Financial assets at amortized cost - current (Notes 8 and 31) Notes receivable Trade receivables (Notes 9, 23 and 30) Finance lease receivables (Note 10) Other receivables (Note 30) Current tax assets (Note 24) Inventories (Note 11) Prepayments (Note 17) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 7 and 29) Financial assets at amortized cost - non-current (Note 8) Investments accounted for using equity method (Note 13) Property, plant and equipment (Notes 14 and 31) Right-of-use assets (Note 15) Investment properties (Notes 16 and 31) Intangible assets Deferred tax assets (Note 24) Prepaid equipment Refundable deposits Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities - current (Note 22) Notes payable Trade payables (Note 18) Other payables (Note 19) Current tax liabilities (Note 24) Lease liabilities - current (Note 15) Deferred revenue - current (Note 26) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Decommission, restoration and rehabilitation provisions Deferred tax liabilities (Note 24) Lease liabilities - non-current (Note 15) Deferred revenue - non-current (Note 26) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 21) Share capital Ordinary capital Capital surplus Additional paid-in capital Retained earnings Reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2024 Amount % $ 4,132,301 21 237,446 1 498,878 3 2,752 - 234,077 1 - - 70,631 1 237,390 1 850,578 4 342,061 2 11,423 - 6,617,537 34 1,159 - 334,637 2 117,265 1 7,239,707 37 4,186,346 21 180,032 1 30,291 - 301,510 1 201,878 1 304,043 2 525 - 12,897,393 66 $ 19,514,930 100 $ 1,158,897 6 1,441 - 1,282,256 6 1,134,637 6 36,850 - 1,313,917 7 1,310 - 61,048 - 4,990,356 25 95,419 1 89,949 - 2,936,597 15 - - 161,819 1 3,283,784 17 8,274,140 42 1,800,000 9 2,376,605 12 1,573,563 8 458,427 2 5,226,520 27 7,258,510 37 (132,329) - 11,302,786 58 (61,996) - 11,240,790 58 $ 19,514,930 100		2023
				Amount % $ 3,695,288 19 222,047 1 1,625,413 8 2,565 - 330,322 2 - - 118,316 1 130,987 1 862,613 4 274,455 1 5,673 - 7,267,679 37 1,103 - 248,215 1 136,095 1 6,718,896 35 3,935,981 20 183,237 1 35,046 - 415,614 2 148,172 1 337,927 2 7,494 - 12,167,780 63 $ 19,435,459 100 $ 1,305,358 7 3,433 - 1,342,957 7 1,313,487 7 39,604 - 1,281,310 7 1,898 - 77,795 - 5,365,842 28 89,716 - 128,521 1 2,719,780 14 826 - 170,539 1 3,109,382 16 8,475,224 44 1,800,000 9 2,376,605 12 1,497,903 7 347,842 2 5,452,858 28 7,298,603 37 (458,427) (2) 11,016,781 56 (56,546) - 10,960,235 56 $ 19,435,459 100

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

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 22, 30 and 35) OPERATING COSTS (Note 11 and 23) GROSS PROFIT OPERATING EXPENSES (Note 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Notes 9 and 10) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 23, 26 and 30) Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Exchange differences on translation to the presentation currency Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations		2024 Amount % $ 18,978,612 100 (7,724,051) (41) 11,254,561 59 (9,165,844) (48) (872,032) (5) (71,979) - (2,608) - (10,112,463) (53) 1,142,098 6 119,254 1 102,868 1 (102,133) (1) (138,431) (1) (13,629) - (32,071) - 1,110,027 6 (509,471) (3) 600,556 3 382,287 2 (52,180) -		2023
				Amount % $ 20,423,522 100 (8,398,604) (41) 12,024,918 59 (9,836,617) (48) (989,439) (5) (77,128) (1) (20,674) - (10,923,858) (54) 1,101,060 5 121,663 1 115,052 1 (136,617) (1) (160,181) (1) 13,104 - (46,979) - 1,054,081 5 (310,740) (1) 743,341 4 (211,214) (1) 100,880 - (Continued)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 25) Basic		2024 Amount % 330,107 2 $ 930,663 5 $ 589,907 3 10,649 - $ 600,556 3 $ 916,005 5 14,658 - $ 930,663 5 $ 3.28		2023
				Amount % (110,334) (1) $ 633,007 3 $ 756,605 4 (13,264) - $ 743,341 4 $ 646,020 3 (13,013) - $ 633,007 3 $ 4.20
		$		$
		$		$
		$		$
		$		$
		$		$

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

(Concluded)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2023 Appropriation of the 2022 earnings Reserve Special reserve Cash dividends distributed by the Company Net profit (loss) for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax Total comprehensive income (loss) for the year ended December 31, 2023 (Decrease) increase in non-controlling interests BALANCE AT DECEMBER 31, 2023 Appropriation of the 2023 earnings Reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024, net of income tax Total comprehensive income for the year ended December 31, 2024 Cash dividends distributed by non-controlling BALANCE AT DECEMBER 31, 2024	Equity Attributable to the Owners of the Company	Equity Attributable to the Owners of the Company	Equity Attributable to the Owners of the Company		Non-controlling Total Interests $ 10,898,618 $ (103,893) - - - - (450,000) - 756,605 (13,264) (110,585) 251 646,020 (13,013) (77,857) 60,360 11,016,781 (56,546) - - - - (630,000) - 589,907 10,649 326,098 4,009 916,005 14,658 - (20,108) $ 11,302,786 $ (61,996)	Total Equity $ 10,794,725 - - (450,000) 743,341 (110,334) 633,007 (17,497) 10,960,235 - - (630,000) 600,556 330,107 930,663 (20,108) $ 11,240,790
	Number of Shares (In Thousands) Share Capital Capital Surplus 180,000 $ 1,800,000 $ 2,376,605 - - - - - - - - - - - - - - - - - - - - - 180,000 1,800,000 2,376,605 - - - - - - - - - - - - - - - - - - - - - 180,000 $ 1,800,000 $ 2,376,605		Retained Earnings Unappropriated Reserve Special Reserve Earnings $ 1,449,595 $ 671,682 $ 4,948,578 48,308 - (48,308) - (323,840) 323,840 - - (450,000) - - 756,605 - - - - - 756,605 - - (77,857) 1,497,903 347,842 5,452,858 75,660 - (75,660) - 110,585 (110,585) - - (630,000) - - 589,907 - - - - - 589,907 - - - $ 1,573,563 $ 458,427 $ 5,226,520	Other Equity Exchange Differences on Translation of Foreign Operations $ (347,842) - - - - (110,585) (110,585) - (458,427) - - - - 326,098 326,098 - $ (132,329)

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

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized on trade receivables Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Dividend income Share of loss (profit) of associates and joint ventures Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Impairment loss of non-financial assets Government grants Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Other payables Provisions Deferred revenue Other current liabilities Cash generated from operations Interest paid Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets at amortized cost Purchase of long-term investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payments for intangible assets Increase in other non-current assets	2024 $ 1,110,027 2,246,503 13,865 2,608 (15,399) 138,431 (119,254) (10,164) 13,629 49,568 2 38,350 (7,384) (187) 93,637 18,085 36,099 (67,606) (5,750) (146,461) (1,992) (60,701) (178,850) 5,703 5,430 (16,747) 3,141,442 (138,431) (543,096) 2,459,915 1,099,702 - (1,138,730) 23,021 33,884 (7,970) -	2023 $ 1,054,081 2,477,775 15,418 20,674 (25,179) 160,181 (121,663) (8,712) (13,104) 114,722 - 15,490 (7,465) (1,039) (63,415) 20,158 55,642 13,223 1,471 (17,846) (406) (41,555) (72,246) (24,005) 2,678 20,579 3,575,457 (160,181) (402,016) 3,013,260 1,981,761 (17,117) (1,076,861) 65,262 50,837 (5,761) (6,357) (Continued)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Decrease in other non-current assets Increase in prepayments for equipment Interest received Dividends received from associates Other dividends received Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Dividends paid to non-controlling interests Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2024 29 (185,861) 149,310 5,889 10,164 (10,562) - (8,720) (1,390,923) (630,000) (20,108) (2,049,751) 37,411 437,013 3,695,288 $ 4,132,301	2023 - (120,801) 113,646 5,889 8,712 999,210 (413,055) (14,348) (1,652,388) (450,000) (17,497) (2,547,288) 32,230 1,497,412 2,197,876 $ 3,695,288

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

(Concluded)

Gourmet Master Co. Ltd. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Gourmet Master Co. Ltd.

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

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

Recognition of Sales Revenue in Franchising

The Group is principally engaged in the manufacture and sale of baked goods, retail sale and franchise of groceries and beverages. In consideration of the materiality, auditing standards and recognition of sales revenue, sales revenue from franchising includes a presumption of significant risk; therefore, we identified the occurrence of sales revenue a key audit matter. Refer to Note 4(n) for the related accounting policies.

Our main audit procedures performed in respect of the above-mentioned key audit matter included the following:

We obtained an understanding of the management’s design of internal controls with respect to sales revenue of franchising and tested the implementation and effectiveness of such controls.
We took samples of sales revenue from franchising and examined the external documents to confirm the occurrence and accuracy of sales.

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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

The engagement partners on the audits resulting in this independent auditors’ report are I-Chen Lu and Ming-Chung Hsieh.

Deloitte & Touche Taipei, Taiwan Republic of China March 26, 2024

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and 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.

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Notes 7 and 30) Financial assets at amortized cost - current (Notes 8 and 32) Notes receivable Trade receivables (Notes 9, 23 and 31) Finance lease receivables (Note 10) Other receivables (Note 31) Current tax assets Inventories (Note 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 7 and 30) Financial assets at amortized cost - non-current (Note 8) Investments accounted for using equity method (Note 13) Property, plant and equipment (Notes 14 and 32) Right-of-use assets (Note 15) Investment properties (Notes 16 and 32) Intangible assets Deferred tax assets (Note 25) Prepaid equipment Refundable deposits Finance lease receivables - non-current (Note 10) Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 18 and 32) Contract liabilities - current (Note 23) Notes payable Trade payables (Note 19) Other payables (Note 20) Current tax liabilities Lease liabilities - current (Note 15) Deferred revenue - current (Note 27) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Decommission, restoration and rehabilitation provisions Deferred tax liabilities (Note 25) Lease liabilities - non-current (Note 15) Deferred revenue - non-current (Note 27) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 22) Share capital Ordinary capital Capital surplus Additional paid-in capital Retained earnings Reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		December 31, 2023 Amount % $ 3,695,288 19 222,047 1 1,625,413 8 2,565 - 330,322 2 - - 118,316 1 130,987 1 862,613 4 274,455 1 5,673 - 7,267,679 37 1,103 - 248,215 1 136,095 1 6,718,896 35 3,935,981 20 183,237 1 35,046 - 415,614 2 148,172 1 337,927 2 - - 7,494 - 12,167,780 63 $ 19,435,459 100 $ - - 1,305,358 7 3,433 - 1,342,957 7 1,313,487 7 39,604 - 1,281,310 7 1,898 - 77,795 - 5,365,842 28 89,716 - 128,521 1 2,719,780 14 826 - 170,539 1 3,109,382 16 8,475,224 44 1,800,000 9 2,376,605 12 1,497,903 7 347,842 2 5,452,858 28 7,298,603 37 (458,427) (2) 11,016,781 56 (56,546) - 10,960,235 56 $ 19,435,459 100		December 31, 2022 (Restatement) Amount % $ 2,197,876 11 196,868 1 3,231,075 16 1,526 - 280,496 1 8,534 - 130,457 1 102,313 - 935,525 5 287,678 1 7,144 - 7,379,492 36 1,105 - 665,612 3 112,317 - 6,536,937 32 4,637,532 23 187,558 1 44,844 - 326,181 2 266,612 1 388,764 2 - - 1,137 - 13,168,599 64 $ 20,548,091 100 $ 413,055 2 1,323,204 7 3,839 - 1,384,512 7 1,385,733 7 58,268 - 1,526,776 7 4,353 - 57,216 - 6,156,956 30 113,721 - 83,026 - 3,211,553 16 3,223 - 184,887 1 3,596,410 17 9,753,366 47 1,800,000 9 2,376,605 12 1,449,595 7 671,682 3 4,948,578 24 7,069,855 34 (347,842) (2) 10,898,618 53 (103,893) - 10,794,725 53 $ 20,548,091 100		January 1, 2022 (Restatement)
						Amount % $ 5,010,293 24 222,939 1 1,476,627 7 2,247 - 290,208 1 35,042 - 89,593 1 121,039 1 763,584 4 264,373 1 7,350 - 8,283,295 40 997 - 553,309 3 101,673 - 5,690,811 27 4,844,355 23 191,087 1 48,117 - 319,357 2 487,821 2 408,861 2 7,271 - 1,722 - 12,655,381 60 $ 20,938,676 100 $ 204,179 1 1,405,179 7 605 - 1,478,660 7 1,313,878 6 86,532 1 1,626,416 8 4,168 - 53,038 - 6,172,655 30 90,037 - 195,646 1 3,361,822 16 5,082 - 189,447 1 3,842,034 18 10,014,689 48 1,800,000 8 2,376,605 11 1,340,270 6 575,871 3 5,570,632 27 7,486,773 36 (671,682) (3) 10,991,696 52 (67,709) - 10,923,987 52 $ 20,938,676 100

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

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 23, 31 and 36) OPERATING COSTS (Note 11) GROSS PROFIT OPERATING EXPENSES (Note 24) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Notes 9 and 10) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 24, 27 and 31) Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR		2023 Amount % $ 20,423,522 100 (8,398,604) (41) 12,024,918 59 (9,836,617) (48) (989,439) (5) (77,128) (1) (20,674) - (10,923,858) (54) 1,101,060 5 121,663 1 115,052 1 (136,617) (1) (160,181) (1) 13,104 - (46,979) - 1,054,081 5 (310,740) (1) 743,341 4		2022
				Amount % $ 19,513,836 100 (8,265,362) (42) 11,248,474 58 (9,554,309) (49) (893,159) (5) (69,154) - (549) - (10,517,171) (54) 731,303 4 140,161 1 120,281 1 (105,090) (1) (177,392) (1) 15,383 - (6,657) - 724,646 4 (255,241) (2) 469,405 2 (Continued)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE (LOSS) INCOME Items that will not be reclassified subsequently to profit or loss: Exchange differences on translation to the presentation currency Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 26) Basic		2023 Amount % $ (211,214) (1) 100,880 - (110,334) (1) $ 633,007 3 $ 756,605 4 (13,264) - $ 743,341 4 $ 646,020 3 (13,013) - $ 633,007 3 $ 4.20		2022
				Amount % $ 174,881 1 145,497 1 320,378 2 $ 789,783 4 $ 483,082 2 (13,677) - $ 469,405 2 $ 806,922 4 (17,139) - $ 789,783 4 $ 2.68

		$		$
		$		$
		$		$
		$		$
		$		$

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

(Concluded)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022 Appropriation of the 2021 earnings Reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2022 Other comprehensive loss for the year ended December 31, 2022, net of income tax Total comprehensive income for the year ended December 31, 2022 Cash dividends distributed by non-controlling BALANCE AT DECEMBER 31, 2022 Appropriation of the 2022 earnings Reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2023 Other comprehensive loss for the year ended December 31, 2023, net of income tax Total comprehensive income for the year ended December 31, 2023 (Decrease) increase in non-controlling interests BALANCE AT DECEMBER 31, 2023	Equity Attributable to the Owners of the Company	Equity Attributable to the Owners of the Company	Equity Attributable to the Owners of the Company		Non-controlling Total Interests $ 10,991,696 $ (67,709) - - - - (900,000) - 483,082 (13,677) 323,840 (3,462) 806,922 (17,139) - (19,045) 10,898,618 (103,893) - - - - (450,000) - 756,605 (13,264) (110,585) 251 646,020 (13,013) (77,857) 60,360 $ 11,016,781 $ (56,546)	Total Equity $ 10,923,987 - - (900,000) 469,405 320,378 789,783 (19,045) 10,794,725 - - (450,000) 743,341 (110,334) 633,007 (17,497) $ 10,960,235
	Number of Shares (In Thousands) Share Capital Capital Surplus 180,000 $ 1,800,000 $ 2,376,605 - - - - - - - - - - - - - - - - - - - - - 180,000 1,800,000 2,376,605 - - - - - - - - - - - - - - - - - - - - - 180,000 $ 1,800,000 $ 2,376,605		Retained Earnings Unappropriated Reserve Special Reserve Earnings $ 1,340,270 $ 575,871 $ 5,570,632 109,325 - (109,325) - 95,811 (95,811) - - (900,000) - - 483,082 - - - - - 483,082 - - - 1,449,595 671,682 4,948,578 48,308 - (48,308) - (323,840) 323,840 - - (450,000) - - 756,605 - - - - - 756,605 - - (77,857) $ 1,497,903 $ 347,842 $ 5,452,858	Other Equity Exchange Differences on Translation of Foreign Operations $ (671,682) - - - - 323,840 323,840 - (347,842) - - - - (110,585) (110,585) - $ (458,427)

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

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized on trade receivables Net (gain) loss on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates and joint ventures Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Impairment loss of non-financial assets Government grants Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Other payables Provisions Deferred revenue Other current liabilities Cash generated from operations Interest paid Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of long-term investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payments for intangible assets	2023 $ 1,054,081 2,477,775 15,418 20,674 (25,179) 160,181 (121,663) (8,712) (13,104) 114,722 - 15,490 (7,465) (1,039) (63,415) 20,158 55,642 13,223 1,471 (17,846) (406) (41,555) (72,246) (24,005) 2,678 20,579 3,575,457 (160,181) (402,016) 3,013,260 - 1,981,761 (17,117) (1,076,861) 65,262 50,837 (5,761)	2022 $ 724,646 2,543,655 15,342 549 26,071 177,392 (140,161) (8,712) (15,383) 61,310 10 14,020 (7,621) 721 (610) (23,480) (161,061) (23,305) 206 (81,975) 3,234 (94,148) 71,855 23,684 5,810 4,178 3,116,227 (177,392) (384,223) 2,554,612 (1,837,662) - (1,150) (1,446,023) 34,912 20,097 (9,728) (Continued)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Decrease in finance lease receivables Increase in other non-current assets Decrease in other non-current assets Increase in prepayments for equipment Interest received Dividends received from associates Other dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Dividends paid to non-controlling interests Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ - (6,357) - (120,801) 113,646 5,889 8,712 999,210 - (413,055) (14,348) (1,652,388) (450,000) (17,497) (2,547,288) 32,230 1,497,412 2,197,876 $ 3,695,288	2022 $ 44,560 - 585 - 121,563 5,889 8,712 (3,058,245) 208,876 - (4,560) (1,668,436) (900,000) (19,045) (2,383,165) 74,381 (2,812,417) 5,010,293 $ 2,197,876

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

(Concluded)

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GOURMET MASTER CO. LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Gourmet Master Co. Ltd. (the “Company”) was incorporated in the Cayman Islands in September 2008.

The Company and its subsidiaries (collectively referred to as the “Group”) is mainly engaged in the production and wholesale of bakery products, retail and wholesale of beverages, wholesale of bakery machinery, and the operation of chain stores and franchising business.

The Company’s shares have been listed on the Taiwan Stock Exchange (TWSE) since November 22, 2010.

The functional currency of the Company is the renminbi. For greater comparability and consistency of financial reporting, the consolidated financial statements are presented in New Taiwan dollars since the Company’s shares are listed on the Taiwan Stock Exchange.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 13, 2024.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The amendments clarify that the initial recognition exemption under IAS 12 does not apply to transactions in which equal taxable and deductible temporary differences arise on initial recognition. The Group applied the amendments and recognized a deferred tax asset (to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized) and a deferred tax liability for all deductible and taxable temporary differences associated with leases and decommissioning obligations on January 1, 2022. The Group shall apply the amendments prospectively to transactions other than leases and decommissioning obligations that occur on or after January 1, 2022. Upon initial application of the amendments to IAS 12, the Group restated comparative information.

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Had the Group applied the original IAS 12 in the current year, the following adjustments should be made to reflect the line items and balances under the amendments to IAS 12.

Impact on assets and liabilities for the current year

	December 31,
	2023
Increase in deferred tax assets	$ 61,984
Increase in assets	$ 61,984
Increase in deferred tax liabilities	$ 61,984
Increase in liabilities	$ 61,984

Impact on assets and liabilities for the prior year

As Originally
Stated
Adjustments
Arising from
Initial
Application
December 31, 2022
Deferred tax assets
$ 271,858
$ 54,323

Total effect on assets
$ 271,858
$ 54,323

Deferred tax liabilities
$ 28,703
$ 54,323

Total effect on liabilities
$ 28,703
$ 54,323

January 1, 2022
Deferred tax assets
$ 203,245
$ 116,112

Total effect on assets
$ 203,245
$ 116,112

Deferred tax liabilities
$ 79,534
$ 116,112

Total effect on liabilities
$ 79,534
$ 116,112

Restated
$ 326,181
$ 326,181
$ 83,026
$ 83,026
$ 319,357
$ 319,357
$ 195,646
$ 195,646

b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2024

Effective Date New, Amended and Revised Standards and Interpretations Announced by IASB (Note 1) Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback” January 1, 2024 (Note 2) Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2024 Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” January 1, 2024 Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements” January 1, 2024 (Note 3)

12 -
Note 1: Unless stated otherwise, the above IFRS Accounting Standards will be effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
Note 3: The amendments provide some transition relief regarding disclosure requirements.

As of the date the consolidated financial statements were authorized for issue, the Group has assessed that the application of other standards and interpretations will not have a material impact on the Group’s financial position and financial performance.

c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC

New, Amended and Revised Standards and Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - Comparative Information” Amendments to IAS 21 “Lack of Exchangeability”	Effective Date Announced by IASB (Note 1)
	To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2025 (Note 2)

Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments, the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional currency, it shall, at the date of initial application, recognize any effect as an adjustment to the cumulative amount of translation differences in equity.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact of the application of other standards and interpretations on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS Accounting Standards as endorsed and issued into effect by the FSC.

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.

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The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
3) Level 3 inputs are unobservable inputs for an asset or liability.
c. Classification of current and non-current assets and liabilities

Current assets include:

Assets held primarily for the purpose of trading;
Assets expected to be realized within 12 months after the reporting period; and
Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

Liabilities held primarily for the purpose of trading;
Liabilities due to be settled within 12 months after the reporting period; and
Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries, including structured entities).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

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See Note 12, Tables 7 and 8 for detailed information on subsidiaries (including percentages of ownership and main businesses).

e. Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value is determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purpose of presenting consolidated financial statements, the financial statements of the Company and its foreign operations (including subsidiaries, associates, joint ventures and branches in other countries) that are prepared using functional currencies which are different from the currency of the Company are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate). The exchange differences accumulated in equity, which resulted from the translation of the assets and liabilities of the entities in the Group from functional currencies to the presentation currency, are not subsequently reclassified to profit or loss.

f. Inventories

Inventories consist of raw materials, supplies, finished goods and work in progress and merchandise are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

g. Investments in associates and joint venture

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

The Group uses the equity method to account for its investments in associates and joint ventures.

Under the equity method, investments in an associate and joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of the equity of associate and joint venture.

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The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When an entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’ consolidated financial statements only to the extent that interests in the associate are not related to the Group.

h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

i. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss.

Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

j. Intangible assets
1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

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2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

k. Impairment of property, plant and equipment, right-of-use asset, investment properties and intangible assets

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset, investment properties and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

Before the Group recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories, property, plant and equipment and intangible assets related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

l. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

17 -

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL and financial assets at amortized cost.

i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such financial assets are mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses.

ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

i) The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents and trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

18 -

b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables), investments in debt instruments that are measured at FVTOCI, as well as finance lease receivables.

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables and finance lease receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.

c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Financial liabilities

a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

19 -

m. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Decommissioning and restoration obligation

Pursuant to the lease agreement, the Group has an obligation, at the end of the respective lease terms, to restore the leased assets to their original condition at the time of the lease. Provisions are recognized based on the present value of the best estimate of future outflows of economic benefits that will be required for fulfillment of the restoration obligation stated on the lease contract.

n. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

For contracts where the period between the date on which the Group transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.

1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of beverages, cake, bread and other goods. For sales of goods through its own retail outlets, revenue is recognized when the customer purchases the goods at the retail outlet. When the customer purchases the gift vouchers and stored-value cards, the transaction price received is recognized as a contract liability until the gift vouchers and stored-value cards have been redeemed.

Under the Customer Loyalty Program, the Group offers award credits which can be used in future purchases when the customer buys goods. The award credits provide a material right to the customer. Transaction prices allocated to the award credits are recognized as contract liabilities when collected and will be recognized as revenue when the award credits are redeemed or have expired.

2) Licensing revenue

For the franchise license contract, it is the Group’s customary business practice to undertake activities that will assist the franchisee in selecting the store location, staff training and store management techniques, etc. The nature of the franchise license is to provide franchise stores access to intellectual property as it exists at the point in time at which the license is granted. The franchise fee is recognized as revenue when the Group completes the obligations of the license.

o. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

For a contract that contains a lease component and non-lease components, the Group allocates the consideration in the contract to each component on the basis of the relative stand-alone price and accounts for each component separately.

20 -

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying the recognition exemption, the sublease is classified as an operating lease.

Under finance leases, the lease payments comprise fixed payments, and payments of penalties for terminating a lease if the lease term reflects such termination, less any lease incentives payable. The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms. Lease modification that resulted from a negotiation with a lessee is accounted for as a new lease from the effective date of modification.

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

21 -

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.

p. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

q. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants related to income are recognized as a reduction of the related costs/in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

r. Employee benefits
1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

s. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

22 -

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

Based on the assessment of the Group’s management, the accounting policies, estimates, and assumptions adopted by the Group have not been subject to material accounting judgements, estimates and assumptions uncertainty.

23 -

6. CASH AND CASH EQUIVALENTS

December 31 2023 2022 Cash on hand $ 40,919 $ 49,065 Checking accounts and demand deposits 1,929,377 2,097,090 Cash equivalents (investments with original maturities of 3 months or less) Time deposits 1,724,992 51,721 $ 3,695,288 $ 2,197,876 The market rate intervals of cash in bank at the end of the year were as follows: December 31 2023 2022 Time deposits 1.10%-5.25% 0.02%-4.42% FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS December 31 2023 2022 Financial assets-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Domestic listed shares $ 211,629 $ 186,582 Mutual funds 10,418 10,286 $ 222,047 $ 196,868 Financial assets-non-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Others $ 1,103 $ 1,105 FINANCIAL ASSETS AT AMORTIZED COST December 31 2023 2022 Current Time deposits with original maturities of more than 3 months (a) $ 1,563,372 $ 3,163,267 Restricted bank deposits 62,041 67,808 $ 1,625,413 $ 3,231,075 (Continued)		December 31	December 31	December 31
			2023 2022 $ 211,629 $ 186,582 10,418 10,286 $ 222,047 $ 196,868 $ 1,103 $ 1,105 December 31
		2023 $ 1,563,372 62,041 $ 1,625,413		2022 $ 3,163,267 67,808 $ 3,231,075 (Continued)

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

8. FINANCIAL ASSETS AT AMORTIZED COST

24 -

Non-current Foreign investments Time deposits with original maturities of more than 3 months (a) Bond investments - China Development Bank (b) Bond investments - United Overseas Bank (c)		December 31	December 31
		2023 $ 73,560 30,675 143,980 $ 248,215	2022 $ 515,736 30,700 119,176 $ 665,612 (Concluded)

a. The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 1.30%-5.80% and 1.10%-3.50% per annum as of December 31, 2023 and 2022, respectively.
b. In May 2015, the Group bought 10-year bank debentures issued by China Development Bank with a coupon rate of 4.25%, an effective interest rate of 4.17% and a maturity date of December 2, 2024, for US$1,006 thousand (par value of US$1,000 thousand).
c. In August 2023, October and December 2022, the Group bought 10-year bank debentures issued by United Overseas Bank with a coupon rate of 4.50%, for RMB6,279 thousand, RMB16,800 thousand and RMB10,000 thousand.
d. Refer to Note 32 for information relating to investments in financial assets at amortized cost pledged as security.

9. TRADE RECEIVABLES

Trade receivables At amortized cost Gross carrying amount Less: Allowance for impairment loss		December 31	December 31
		2023 $ 332,758 (2,436) $ 330,322	2022 $ 320,866 (40,370) $ 280,496

The average credit period of sales of goods was 30 to 60 days. No interest was charged on trade receivables. The Group considers any change in credit quality from the initial credit date to the balance sheet date.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

25 -

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 361 days past due, whichever occurs earlier. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2023

1 to 60 Days Gross carrying amount $ 291,798 Loss allowance (Lifetime ECLs) - Amortized cost $ 291,798 December 31, 2022 1 to 60 Days Gross carrying amount $ 276,126 Loss allowance (Lifetime ECLs) - Amortized cost $ 276,126 The movements of the loss allowance of trade Balance at January 1 Add: Impairment losses recognized Less: Amounts written off Foreign exchange gains and losses Balance at December 31	61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 7,454 $ 27,939 $ 4,232 $ 1,335 $ 332,758 - - (1,988) (448) (2,436) $ 7,454 $ 27,939 $ 2,244 $ 887 $ 330,322 61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 3,091 $ 4,962 $ 437 $ 36,250 $ 320,866 (1,681) (2,849) (176) (35,664) (40,370) $ 1,410 $ 2,113 $ 261 $ 586 $ 280,496 receivables were as follows: For the Year Ended December 31 2023 2022 $ 40,370 $ 30,048 11,745 9,068 (51,524) - 1,845 1,254 $ 2,436 $ 40,370	61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 7,454 $ 27,939 $ 4,232 $ 1,335 $ 332,758 - - (1,988) (448) (2,436) $ 7,454 $ 27,939 $ 2,244 $ 887 $ 330,322 61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 3,091 $ 4,962 $ 437 $ 36,250 $ 320,866 (1,681) (2,849) (176) (35,664) (40,370) $ 1,410 $ 2,113 $ 261 $ 586 $ 280,496 receivables were as follows: For the Year Ended December 31 2023 2022 $ 40,370 $ 30,048 11,745 9,068 (51,524) - 1,845 1,254 $ 2,436 $ 40,370	61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 7,454 $ 27,939 $ 4,232 $ 1,335 $ 332,758 - - (1,988) (448) (2,436) $ 7,454 $ 27,939 $ 2,244 $ 887 $ 330,322 61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 3,091 $ 4,962 $ 437 $ 36,250 $ 320,866 (1,681) (2,849) (176) (35,664) (40,370) $ 1,410 $ 2,113 $ 261 $ 586 $ 280,496 receivables were as follows: For the Year Ended December 31 2023 2022 $ 40,370 $ 30,048 11,745 9,068 (51,524) - 1,845 1,254 $ 2,436 $ 40,370	61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 7,454 $ 27,939 $ 4,232 $ 1,335 $ 332,758 - - (1,988) (448) (2,436) $ 7,454 $ 27,939 $ 2,244 $ 887 $ 330,322 61 to 90 Days 91 to 180 Days 181 to 360 Days Over 360 Days Total $ 3,091 $ 4,962 $ 437 $ 36,250 $ 320,866 (1,681) (2,849) (176) (35,664) (40,370) $ 1,410 $ 2,113 $ 261 $ 586 $ 280,496 receivables were as follows: For the Year Ended December 31 2023 2022 $ 40,370 $ 30,048 11,745 9,068 (51,524) - 1,845 1,254 $ 2,436 $ 40,370
			2023 $ 40,370 11,745 (51,524) 1,845 $ 2,436	2022 $ 30,048 9,068 - 1,254 $ 40,370

10. FINANCE LEASE RECEIVABLES

Undiscounted lease payments Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 onwards Less: Unearned finance income Less: Allowance for impairment loss Net investment in leases presented as finance lease receivables		December	31
		2023 $ - - - - - - - - - $ -	2022 $ 18,565 - - - - - 18,565 (181) (9,850) $ 8,534

26 -

The movements of the loss allowance of finance lease receivables were as follows:

Balance at January 1 Add: Impairment losses recognized Less: Amounts written off Less: Impairment losses reversed Foreign exchange gains and losses Balance at December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2023 $ 9,850 8,929 (19,235) - 456 $ -	2022 $ 17,833 - - (8,519) 536 $ 9,850

11. INVENTORIES

Raw materials and supplies Finished goods Merchandise Work in process		December 31	December 31
		2023 $ 628,626 194,874 31,852 7,261 $ 862,613	2022 $ 734,926 149,281 43,669 7,649 $ 935,525

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2023 and 2022 was $8,398,604 thousand and $8,265,362 thousand, respectively.

12. SUBSIDIARIES

Subsidiaries Included in the Consolidated Financial Statements

Investor
Investee
Main Business
Gourmet Master Co. Ltd.
85 Degrees Co., Ltd.
Investment
Prime Scope Trading Limited
Investment, retail sale of groceries and
beverages
Perfect 85 Degrees C, Inc.
Manufacturing and sale of baked goods
85 Degrees Café International Pty. Ltd.
Investment
Lucky Bakery Limited
Investment
WinWin 85C Holding Co., Ltd.
Investment
Perfect 85 Degrees C, Inc.
WinPin 85 Investments, LLC
Retail sale of groceries and beverages
Golden 85 Investments, LLC
Retail sale of groceries and beverages
85 Degree Co., Ltd.
Comestibles Master Co., Ltd.
Manufacturing and sale of baked goods
Comestibles Master Co., Ltd.
Mei Wei Master Co., Ltd.
Retail sale of groceries and beverages
Mei Wei Master Co., Ltd.
Mei Wei Fu Xing Ltd.
Retail sale of groceries and beverages
WinWin 85C Holding Co., Ltd.
WinWin 85C LLC
Investment
WinUS 85C LLC
Investment
85C NJ LLC
Investment
85 Degrees Café International
Pty. Ltd.
85 Degrees Coffee Australia Pty. Ltd.
Retail sale of groceries and beverages
Prime Scope Trading Limited
Shanghai Gourmet Master Food &
Beverage Ltd.
Retail sale of groceries and beverages
He-Shia Food & Beverage Ltd.
Retail sale of groceries and beverages
Sheng-Pin (Hangzhou) Food Ltd.
Manufacturing and sale of baked goods
He-Shia (Nanjing) Food & Beverage Ltd. Retail sale of groceries and beverages
Beijing 85 Food & Beverage Ltd.
Retail sale of groceries and beverages
Zhejiang 85 Food & Beverage Ltd.
Retail sale of groceries and beverages
Sheng-Pin (Beijing) Food Ltd.
Manufacturing and sale of baked goods
Fuzhou 85 Food & Beverage Ltd.
Retail sale of groceries and beverages

Proportion of Ownership
(%)
December 31
2023
2022
Remark
100.0
100.0
100.0
100.0
100.0
100.0
51.0
51.0
100.0
100.0
100.0
100.0
100.0
100.0
65.0
65.0
100.0
100.0
100.0
100.0
60.0
60.0
100.0
100.0
100.0
100.0
-
-
*
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
25.0
25.0
100.0
100.0
61.5
61.5
100.0
100.0

(Continued)

27 -

Investor
Investee
Main Business
Sheng-Pin (Jiangsu) Food Ltd.
Manufacturing and sale of baked goods
Sheng-Pin (Xiamen) Food Ltd.
Manufacturing and sale of baked goods
Sheng-Pin (Qingdao) Food Ltd.
Manufacturing and sale of baked goods
Xiamen 85 Food & Beverage Ltd.
Retail sale of groceries and beverages
Sheng-Pin (Shenyang) Food Ltd.
Manufacturing and sale of baked goods
85 Degrees (Qingdao) Food & Beverage
Management Ltd.
Retail sale of groceries and beverages
85 Degrees (Jiangsu) Food Ltd.
Manufacturing and sale of baked goods
Wincase Limited
Retail sale of groceries and beverages
Worldinn Limited
Manufacturing and sale of baked goods
Winstar 85C LLC
Franchising
WinTrade Distribution LLC
Trading and wholesale
Shanghai Gourmet Master Food
& Beverage Ltd.
Shanghai Howco Jing Way Food &
Beverage Ltd.
Retail sale of groceries and beverages
Shenzheng 85 Food & Beverage Ltd.
Retail sale of groceries and beverages
Chengdu 85 Food & Beverage Ltd.
Retail sale of groceries and beverages
Sheng-Pin (Wuhan) Food Ltd.
Manufacturing and sale of baked goods
Wuhan Jing Way Food & Beverage Ltd.
Retail sale of groceries and beverages
Jin Wei Industrial (Shanghai) Ltd.
Retail sale of groceries
Guangzhou 85 Degree Food & Beverage
Management Ltd.
Retail sale of groceries and beverages
85 Degrees (Jiangsu) Food Ltd.
Manufacturing and sale of baked goods
Mai-Jia (Chengdu) Food Ltd.
Manufacturing and sale of baked goods
Jia Ding Jing Way Food & Beverage Ltd. Retail sale of groceries and beverages
Kunshan 85 Food & Beverage Ltd.
Retail sale of groceries and beverages
Sheng-Pin (Dongguan) Food Ltd.
Manufacturing and sale of baked goods
Shanghai Minhang Jinxia Food &
Beverage Ltd.
Retail sale of groceries and beverages
Kunshan Jin Wei Industrial Ltd.
Retail sale of groceries
He-Shia Food & Beverage Ltd.
Wuhan Jing Way Food & Beverage Ltd.
Retail sale of groceries and beverages
Beijing 85 Food & Beverage Ltd.
Retail sale of groceries and beverages
Sheng-Pin (Beijing) Food Ltd.
Manufacturing and sale of baked goods
85 Degree (Qingdao) Food &
Beverage Management Ltd.
Qingdao Jie Wei Food & Beverage
Management Ltd.
Retail sale of groceries and beverages
Jin Wei Industrial (Shanghai) Ltd. Xia He Wei (Xiamen) Trading Limited
Retail sale of groceries

Proportion of Ownership
(%)
December 31
2023
2022
Remark
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
25.0
25.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
85.0
85.0
100.0
100.0
100.0
100.0
57.0
57.0
100.0
100.0
100.0
100.0
75.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
43.0
43.0
75.0
75.0
38.5
38.5
100.0
100.0
100.0
100.0
(Concluded)

Remarks:

85C NJ LLC was established in 2022 and registered in the United States. As of December 31, 2023, it had not completed the capital injection.

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investment in associates Investment in joint venture a. Investment in associates Material associate Associate(s) that is (are) not individually material		December 31	December 31
		2023 2022 $ 120,207 $ 112,317 15,888 - $ 136,095 $ 112,317 December 31
		2023 $ 120,207	2022 $ 112,317

28 -

b. Investment in joint ventures

Joint ventures that are not individually material		December	31
		2023 $ 15,888	2022 $ -

The Group invested US$540 thousand in JG FOOD SERVICE LLC in 2023, with a joint venture ratio of 30%. The Group adopts the equity method of accounting for the above-mentioned joint venture. Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associate.

Investments accounted for using the equity method, the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements that have not been audited. Management believes there is no material impact on the equity method of accounting, or the calculation of the share of profit or loss and other comprehensive income from the financial statements that have not been audited.

14 . PROPERTY, PLANT AND EQUIPMENT

Cost Balance at January 1, 2023 Additions Disposal Reclassifications Transferred from the prepayments for equipment Effect of foreign currency exchange differences Balance at December 31, 2023 Accumulated depreciation and impairment Balance at January 1, 2023 Depreciation expense Impairment loss Disposal Reclassifications Effect of foreign currency exchange differences Balance at December 31, 2023 Carrying amount at December 31, 2023 Cost Balance at January 1, 2022 Additions Transfers from prepaid equipment Disposal Reclassifications Effect of foreign currency exchange differences Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1, 2022 Depreciation expense Impairment loss Disposal Reclassifications Effect of foreign currency exchange differences Balance at December 31, 2022 Carrying amount at December 31, 2022	Land $ 1,965,459 - - - - (791) $ 1,964,668 $ - - - - - - $ - $ 1,964,668 $ 1,759,646 178,533 - - - 27,280 $ 1,965,459 $ - - - - - - $ - $ 1,965,459	Buildings $ 2,770,970 5,107 - 68,914 1,973 (37,382) $ 2,809,582 $ 937,682 136,188 - - - (16,616) $ 1,057,254 $ 1,752,328 $ 2,295,972 424,529 - (549 ) 2,962 48,056 $ 2,770,970 $ 799,614 125,617 - (549 ) - 13,000 $ 937,682 $ 1,833,288	Machinery Equipment $ 2,899,142 293,393 (248,573 ) 33,668 197,661 (28,091) $ 3,147,200 $ 1,999,692 273,480 477 (218,143 ) (31 ) (20,823) $ 2,034,652 $ 1,112,548 $ 2,589,540 181,683 221,209 (168,048 ) 12,655 62,103 $ 2,899,142 $ 1,858,550 273,746 - (150,974 ) (146 ) 18,516 $ 1,999,692 $ 899,450	Leasehold Improvements $ 4,484,929 355,390 (635,141 ) 115,859 4,360 (39,976) $ 4,285,421 $ 3,079,228 389,058 5,787 (499,005 ) 31 (31,167) $ 2,943,932 $ 1,341,489 $ 4,187,550 312,864 - (322,039 ) 76,003 230,551 $ 4,484,929 $ 2,754,357 431,080 16,968 (255,617 ) 880 131,560 $ 3,079,228 $ 1,405,701	Transportation Equipment O $ 74,007 2,948 (12,972 ) - - (586) $ 63,397 $ 51,563 6,052 3 (12,499 ) - (541) $ 44,578 $ 18,819 $ 59,627 16,999 - (3,857 ) - 1,238 $ 74,007 $ 46,720 6,353 - (2,444 ) - 934 $ 51,563 $ 22,444	ffice Equipment O $ 360,060 32,354 (47,295 ) - 10,596 (4,327) $ 351,388 $ 305,652 26,744 31 (44,393 ) - (3,631) $ 284,403 $ 66,985 $ 388,874 26,035 - (63,345 ) - 8,496 $ 360,060 $ 334,843 27,424 - (61,211 ) - 4,596 $ 305,652 $ 54,408	ther Equipment $ 707,902 75,570 (50,667 ) - 24,651 (5,071) $ 752,385 $ 425,631 75,140 741 (40,624 ) - (4,037) $ 456,851 $ 295,534 $ 548,008 191,185 - (48,132 ) 275 16,566 $ 707,902 $ 391,775 66,751 - (40,743 ) (734 ) 8,582 $ 425,631 $ 282,271	Construction in Progress $ 73,916 312,099 - (218,441 ) - (1,049) $ 166,525 $ - - - - - -- $ - $ 166,525 $ 47,453 114,195 - (1,790 ) (91,895 ) 5,953 $ 73,916 $ - - - - - - $ - $ 73,916	Total $ 13,336,385 1,076,861 (994,648 ) - 239,241 (117,273) $ 13,540,566 $ 6,799,448 906,662 7,039 (814,664 ) - (76,815) $ 6,821,670 $ 6,718,896 $ 11,876,670 1,446,023 221,209 (607,760 ) - 400,243 $ 13,336,385 $ 6,185,859 930,971 16,968 (511,538 ) 177,188 $ 6,799,448 $ 6,536,937

29 -

Impairment losses recognized on property, plant and equipment for the years ended December 31, 2023 and 2022 amounted to $7,039 thousand and $16,968 thousand, respectively, which was mainly attributable to the decrease in expected future cash inflow of some of the stores, plant and equipment. The carrying amounts of the property, plant and equipment were assessed to be less than their recoverable amounts, and the impairment loss has been recognized under other gains and losses in the consolidated statements of comprehensive income.

The above items of property, plant and equipment used by the Group are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings Main buildings 20-49 years Power system engineering 11 years Furnishing 3-20 years Machinery equipment 1-18 years Leasehold improvements 1-20 years Transportation equipment 1-10 years Office equipment 1-15 years Other equipment 1-20 years

Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 31.

15 . LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amount Land Buildings Transportation equipment Other equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Transportation equipment Other equipment		December 31	December 31
	2023 2022 $ 157,343 $ 165,272 3,765,906 4,453,479 11,349 16,503 1,383 2,278 $ 3,935,981 $ 4,637,532 For the Year Ended December 31
		2023 $ 1,548,547 $ 4,970 1,549,160 11,414 1,657 $ 1,567,201	2022 $ 1,703,421 $ 4,999 1,582,644 12,025 9,091 $ 1,608,759

Impairment (gains) losses recognized on right-of-use assets for the years ended December 31, 2023 and 2022 amounted to $8,451 thousand and $(2,948) thousand. The impairment loss has been recognized under other gains and losses in the consolidated statements of comprehensive income.

30 -

b. Lease liabilities

Carrying amount Current Non-current		December 31	December 31
		2023 $ 1,281,310 $ 2,719,780	2022 $ 1,526,776 $ 3,211,553

Range of discount rate for lease liabilities was as follows:

Buildings Transportation equipment Other equipment	December 31
	2023 2022 1.00%-5.49% 1.00%-5.49% 1.00% 1.00% 1.00% 1.00%

c. Material leasing activities and terms

The Group leases land and buildings for the use of plants, offices and retail stores with lease terms of 1 to 50 years. Variable lease payments of lease contracts for some of the retail stores are determined at a specific percentage of sales generated from the respective stores. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

In order to cope with retail demand, the Group entered into a large number of lease arrangements for the purposes of renting commercial space for the establishment of retail stores. Lease terms are negotiated by the management of each respective area and includes a wide range of payment terms. Variable payment terms are used for a variety of reasons, including minimizing the fixed cost base for newly established stores and for reasons of margin control and operational flexibility. Variable lease payment terms vary widely across the Group:

The majority of variable payments are calculated based on the specified percentage of each store’s total sales.
Variable lease payments account for approximately 0% to 100% of the total lease payments of each individual item of property.
Some variable lease payment terms include minimum or cap clauses.

Variable payment terms lead to the incurrence of higher rental costs for stores with higher sales. However, the use of variable payment terms help to facilitate the management of margins across the Group.

31 -

d. Other lease information

Expenses relating to short-term leases Expenses relating to low-value asset leases Expenses relating to variable lease payments not included in the measurement of lease liabilities Total cash outflow for leases	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2023 $ 18,246 $ 15,665 $ 91,901 $ (1,932,165)	2022 $ 29,162 $ 11,722 $ 102,235 $ (1,980,569)

16 . INVESTMENT PROPERTIES

	Completed
	Investment
	Properties
Cost
Balance at January 1, 2023	$ 268,051
Effect of foreign currency exchange differences	(1,692)
Balance at December 31, 2023	$ 266,359
Accumulated depreciation and impairment
Balance at January 1, 2023	$ (80,493)
Depreciation expense	(3,912)
Effect of foreign currency exchange differences	1,283
Balance at December 31, 2023	$ (83,122)
Carrying amount at December 31, 2023	$ 183,237
Cost
Balance at January 1, 2022	$ 266,714
Effect of foreign currency exchange differences	1,337
Balance at December 31, 2022	$ 268,051
Accumulated depreciation and impairment
Balance at January 1, 2022	$ (75,627)
Depreciation expense	(3,925)
Effect of foreign currency exchange differences	(941)
Balance at December 31, 2022	$ (80,493)
Carrying amount at December 31, 2022	$ 187,558

Except for the depreciation recognized, the Group did not have any significant addition, disposal, or impairment of investment properties during the years ended December 31, 2023 and 2022.

32 -

The investment properties are depreciated using the straight-line method over their estimated useful lives as follows:

Main buildings

20-49 years

The carrying amount of the investment properties located in Taichung, Taiwan was $161,715 thousand. The fair values of the investment properties were not assessed by independent appraisers, instead, they were assessed by the management of the Company taking into account the situation of use of the assets frequently used by market participants and the market prices. The valuation was arrived at by reference to market evidence of transaction prices of similar properties.

Fair value

	December 31	December 31
	2023 $ 270,155	2022 $ 299,452

The carrying amount of the investment properties located in Shenyang City, Liaoning Province, China was $21,522 thousand. The fair value of the investment properties as of December 31, 2017 was measured by independent qualified professional valuers using Level 3 inputs, and the valuation was arrived at by reference to market evidence of transaction prices of similar properties. Management of the Company had assessed and determined that there were no significant changes in the fair value as of December 31, 2023 as compared to the fair value as of December 31, 2017.

Fair value		December	31
		2023 $ 37,614	2022 $ 38,318

All of the Group’s investment properties are held under freehold interests. The investment properties pledged as collateral for bank borrowings are set out in Note 32.

17 . OTHER ASSETS

Non-current Prepayment for real estate Others		December	31
		2023 $ 6,715 779 $ 7,494	2022 $ - 1,137 $ 1,137

Prepayment for real estate is for factories located in New Jersey in the United States, and the transaction process is still incomplete and shall be paid by the subsidiary.

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18 . BORROWINGS

Short-term borrowings

Secured borrowings (Note 31) Bank loans		December 31	December 31
		2023 $ -	2022 $ 413,055

The range of weighted average effective interest rates of bank loans was 1.53%-4.92% per annum as of December 31, 2022, respectively.

19 . TRADE PAYABLES

The average credit period of purchases of certain goods was 45 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

20 . OTHER LIABILITIES

Current Other payables Payables for accrued payroll and bonuses Payables for purchases of equipment Payables for rent Payables for insurance Payables for utilities Payables for fines (Note 33) Others (shipping expense, repair expense, etc.)		December 31	December 31
		2023 $ 400,035 149,541 88,805 56,394 39,636 20,980 558,096 $ 1,313,487	2022 $ 406,238 179,842 81,197 61,634 48,928 20,830 587,064 $ 1,385,733

21 . RETIREMENT BENEFIT PLANS

Defined Contribution Plans

Comestibles Master Co., Ltd., Mei Wei Master Co., Ltd. and Mei Wei Fu Xing Ltd. of the Group adopted a pension plan under the Labor Pension Act (LPA) of the ROC, which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in China and USA are members of a state-managed retirement benefit plan operated by the government of China and USA. The subsidiaries are required to contribute a specified percentage of the payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

34 -

22 . EQUITY

Share Capital

Ordinary shares

Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued		December 31	December 31
		2023 850,000 $ 8,500,000 180,000 $ 1,800,000	2022 850,000 $ 8,500,000 180,000 $ 1,800,000

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

Capital Surplus

The capital surplus arising from shares issued in excess of par (including share premium from the issuance of ordinary shares) may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to capital (limited to a certain percentage of the Company’s capital surplus and once a year).

Retained Earnings and Dividend Policy

According to Company's Articles of Incorporation, the Company may declare dividends in the form of an ordinary resolution, but its amount must not exceed the amount recommended by the board of directors. Where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. The Company’s reserve is used for operational or investment purposes in a manner deemed appropriate by the board of directors, and the investment does not need to be part of the reserve separately from other investments. After meeting the aforementioned requirements, the remaining retained earnings should be appropriated in the following order after approval has been obtained from the shareholders:

a. Bonus for employees (including subsidiaries’ employees) at 3% or less;
b. Remuneration of directors at 1% or less; and
c. The earnings appropriated should not be less than 30% of the after-tax earnings, and cash dividends distributed should not be less than 10% of the total cash dividends and share dividends distributed.

In accordance with the amendments to the Company Act of the ROC in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. Because the Company is incorporated in the Cayman Islands, the Company Act of the ROC is not applicable to the Company. The Company does not need to propose amendments to its Articles of Incorporation.

35 -

For the years ended December 31, 2023 and 2022, there were no accruals of bonuses for employees and remuneration of directors and supervisors. Material differences between estimated amounts and the amounts proposed by the board of directors on or before the consolidated financial statements are authorized for issue are adjusted in the year the bonuses and remuneration were recognized. If there is a change in the proposed amounts after the consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate. If share bonuses are resolved to be distributed to employees, the number of shares is determined by dividing the amount of the share bonuses by the fair value of the shares. The fair value of the shares is stated at the closing price (after considering the effect of cash and share dividends) of the shares on the day immediately preceding the shareholders’ meeting.

Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, shall be appropriated to or reversed from a special reserve by the Company. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and may thereafter be distributed.

The appropriations of earnings for 2022 and 2021 approved in the shareholders’ meetings on June 16, 2023 and June 2, 2022, respectively, were as follows:

Reserve Special reserve Cash dividends Cash dividends per share (NT$)	Appropriation of Earnings	Appropriation of Earnings	Appropriation of Earnings
	For the Year Ended		December 31
		2022 $ 48,308 $ (323,840) $ 450,000 $ 2.5	2021 $ 109,325 $ 95,811 $ 900,000 $ 5.0

The Company held their regular shareholders’ meetings on June 16, 2023 and June 2, 2022 and resolved that there would be no distribution of bonuses to employees and remuneration of directors and supervisors for 2022 and 2021, respectively.

The appropriation of earnings for 2023 was proposed by the Company’s board of directors on March 13, 2024. The appropriations and dividends per share were as follows:

	Appropriation	Appropriation	Dividends Per	Dividends Per
	of	Earnings	Share	(NT$)
Reserve	$	75,660	$	-
Special reserve		110,585		-
Cash dividends		630,000		3.5

The appropriation of earnings for 2023 is subject to the resolution of the shareholders in the shareholders’ meeting to be held on June 12, 2024.

There was no difference between the amounts of bonuses for employees and the remuneration of directors and supervisors approved and the amounts recognized in the financial statements for the years ended December 31, 2022 and 2021, respectively.

Information on the bonuses for employees and the remuneration of directors and supervisors proposed by the Company’s board of directors is available on the Market Observation Post System website of the Taiwan Stock Exchange.

36 -

Non-controlling Interests

On May 10, 2023, the Group passed a resolution at the board of directors' meeting to abandon its claim of $158,892 thousand against 85 Degrees Coffee Australia Pty Ltd., a subsidiary, considering the likelihood of recovery and the associated costs. Of the above-mentioned amount, calculated based on the non-controlling interest's ownership percentage of 49%, $77,857 thousand is recognized as an increase in non-controlling interests, concurrently reducing retained earnings.

23 . REVENUE

Revenue from contracts with customers Revenue from the sale of goods Other revenue	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2023 $ 20,320,336 103,186 $ 20,423,522	2022 $ 19,427,623 86,213 $ 19,513,836

a. Disaggregation of revenue

Refer to Note 36 for information about the disaggregation of revenue.

b. Contract balances

	December 31,	December 31,	December 31,	December 31,
		2023		2022	January 1, 2022
Trade receivables (Note 9)	$	330,322	$	280,496	$	290,208
Contract liabilities
Sale of goods	$	1,265,590	$	1,255,935	$	1,322,013
Customer loyalty program		39,768		67,269		83,166
Contract liabilities - current	$	1,305,358	$	1,323,204	$	1,405,179

The changes in the contract liability balances primarily result from the timing difference between the Group’s satisfaction of performance obligations and the customer’s payment.

24 . FROM CONTINUING OPERATIONS

a. Other income

Income from government grants (Note 27) Rental income Dividend income Others	For the Year Ended	For the Year Ended	December 31
		2023 $ 23,482 20,785 8,712 62,073 $ 115,052	2022 $ 40,023 24,183 8,712 47,363 $ 120,281

37 -

b. Other gains and losses

For the Year Ended	For the Year Ended	December 31
2023 $ 7,504 (114,722) 25,179 (15,490) - (39,088) $ (136,617) For the Year Ended		2022 $ 12,188 (61,310) (26,071) (14,020) (20,830) 4,953 $ (105,090) December 31
2023 $ 153,965 6,216 $ 160,181 For the Year Ended		2022 $ 169,014 8,378 $ 177,392 December 31
2023 2022 $ 219,269 $ 193,828 2,258,506 2,349,827 $ 2,477,775 $ 2,543,655 $ 76 $ 31 15,342 15,311 $ 15,418 $ 15,342 For the Year Ended December 31
	2023 $ 60,757 6,420,018 $ 6,480,775 $ 1,015,955 5,464,820 $ 6,480,775	2022 $ 59,578 6,193,047 $ 6,252,625 $ 1,024,109 5,228,516 $ 6,252,625

c. Finance costs

d. Depreciation and amortization
e. Employee benefits expense
38 -

f. Impairment losses recognized (reversed)

Property, plant and equipment (included in other gains and losses) Right-of-use assets (included in other gains and losses)	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2023 $ 7,039 8,451 $ 15,490	2022 $ 16,968 (2,948) $ 14,020

25 . INCOME TAX

a. Income tax recognized in profit or loss

The major components of tax expense were as follows:

Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior year Deferred tax In respect of the current year Income tax expense recognized in profit or loss	For the Year Ended	For the Year Ended	December 31
		2023 $ 343,841 9,920 5,673 359,434 (48,694) $ 310,740	2022 $ 281,078 16,448 2,937 300,463 (45,222) $ 255,241

A reconciliation of accounting profit and income tax expense is as follow: For the Year Ended December 31 2023 2022 Profit before income tax $ 1,054,081 $ 724,646 Income tax expense calculated at the statutory rate $ 193,343 $ 127,617 Nondeductible expenses in determining taxable income 32,604 2,184 Tax-exempt income and others (21,083) (5,471) Deferred tax effect of earnings of subsidiaries 39,133 39,442 Income tax on unappropriated earnings 9,920 16,448 Unrecognized deductible temporary differences (3,587) (1,601) Unrecognized loss carryforwards 54,737 73,685 Adjustments for prior years’ tax 5,673 2,937 Income tax expense recognized in profit or loss $ 310,740 $ 255,241	A reconciliation of accounting profit and income tax expense is as follow: For the Year Ended December 31 2023 2022 Profit before income tax $ 1,054,081 $ 724,646 Income tax expense calculated at the statutory rate $ 193,343 $ 127,617 Nondeductible expenses in determining taxable income 32,604 2,184 Tax-exempt income and others (21,083) (5,471) Deferred tax effect of earnings of subsidiaries 39,133 39,442 Income tax on unappropriated earnings 9,920 16,448 Unrecognized deductible temporary differences (3,587) (1,601) Unrecognized loss carryforwards 54,737 73,685 Adjustments for prior years’ tax 5,673 2,937 Income tax expense recognized in profit or loss $ 310,740 $ 255,241	A reconciliation of accounting profit and income tax expense is as follow: For the Year Ended December 31 2023 2022 Profit before income tax $ 1,054,081 $ 724,646 Income tax expense calculated at the statutory rate $ 193,343 $ 127,617 Nondeductible expenses in determining taxable income 32,604 2,184 Tax-exempt income and others (21,083) (5,471) Deferred tax effect of earnings of subsidiaries 39,133 39,442 Income tax on unappropriated earnings 9,920 16,448 Unrecognized deductible temporary differences (3,587) (1,601) Unrecognized loss carryforwards 54,737 73,685 Adjustments for prior years’ tax 5,673 2,937 Income tax expense recognized in profit or loss $ 310,740 $ 255,241	A reconciliation of accounting profit and income tax expense is as follow: For the Year Ended December 31 2023 2022 Profit before income tax $ 1,054,081 $ 724,646 Income tax expense calculated at the statutory rate $ 193,343 $ 127,617 Nondeductible expenses in determining taxable income 32,604 2,184 Tax-exempt income and others (21,083) (5,471) Deferred tax effect of earnings of subsidiaries 39,133 39,442 Income tax on unappropriated earnings 9,920 16,448 Unrecognized deductible temporary differences (3,587) (1,601) Unrecognized loss carryforwards 54,737 73,685 Adjustments for prior years’ tax 5,673 2,937 Income tax expense recognized in profit or loss $ 310,740 $ 255,241
		2023 $ 1,054,081 $ 193,343 32,604 (21,083) 39,133 9,920 (3,587) 54,737 5,673 $ 310,740	2022 $ 724,646 $ 127,617 2,184 (5,471) 39,442 16,448 (1,601) 73,685 2,937 $ 255,241

As the status of the 2023 appropriation of earnings is uncertain, the potential income tax consequences of the 2022 unappropriated earnings are not reliably determinable.

39 -

b. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities are as follows:

For the year ended December 31, 2023

Deferred Tax Assets Temporary differences Inventory write-downs Operating leases Property, plant and equipment Right-of-use assets Deferred revenue Tax losses Others Deferred Tax Liabilities Temporary differences Unappropriated earnings of subsidiaries Unrealized exchange gain Lease liabilities Others	Opening Balance Recognized in Profit or Loss $ 2,859 $ 270 59,330 (9,478) 40,969 7,687 74,460 8,885 15,893 (3,850) 101,563 51,241 31,107 39,623 $ 326,181 $ 94,378 Opening Balance Recognized in Profit or Loss $ (25,244) $ (39,133) (208) 208 (54,823) (9,519) (2,751) 2,760 $ (83,026) $ (45,684)	Exchange Differences $ (25) (1) (408) (196) (37) (2,392) (1,886) $ (4,945) Exchange Differences $ 174 - 40 (25) $ 189	Paid in the Current Year $ - - - - - - - $ - Paid in the Current Year $ - - - - $ -	Closing Balance $ 3,104 49,851 48,248 83,149 12,006 150,412 68,844 $ 415,614 Closing Balance $ (64,203) - (64,302) (16) $ (128,521)

For the year ended December 31, 2022

Deferred Tax Assets Temporary differences Inventory write-downs Operating leases Property, plant and equipment Right-of-use assets Deferred revenue Tax losses Others Deferred Tax Liabilities Temporary differences Unappropriated earnings of subsidiaries Property, plant and equipment Unrealized exchange gain Lease liabilities Salaries and wages payable Others	Opening Balance Amendments to IFRS 12 retrospectively Opening Balance (Restatement) Recognized in Profit or Loss $ 3,527 $ - $ 3,527 $ (788 ) 53,524 - 53,524 - 30,596 - 30,596 7,982 37,248 116,112 153,360 (80,485 ) 15,614 - 15,614 (868 ) 43,102 - 43,102 56,123 19,634 - 19,634 9,454 $ 203,245 $ 116,112 $ 319,357 $ (8,582) Opening Balance Amendments to IFRS 12 retrospectively Opening Balance (Restatement) Recognized in Profit or Loss $ (46,582 ) $ - $ (46,582 ) $ (39,442 ) (27,792 ) - (27,792 ) 29,566 (109 ) - (109 ) (98 ) (3,407 ) (116,112 ) (119,519 ) 64,750 (1,644 ) - (1,644 ) 1,670 - - - (2,642) $ (79,534) $ (116,112) $ (195,646) $ 53,804	Exchange Differences C $ 120 5,806 2,391 1,585 1,147 2,338 2,019 $ 15,406 Exchange Differences C $ (4,096 ) (1,774 ) (1 ) (54 ) (26 ) (109) $ (6,060)	Paid in the urrent Year Closing Balance $ - $ 2,859 - 59,330 - 40,969 - 74,460 - 15,893 - 101,563 - 31,107 $ - $ 326,181 Paid in the urrent Year Closing Balance $ 64,876 $ (25,244 ) - - - (208 ) - (54,823 ) - - - (2,751) $ 64,876 $ (83,026)

40 -

c. Items for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards Expiry in 2023 Expiry in 2024 Expiry in 2025 Expiry in 2026 Expiry in 2027 Expiry in 2028 Expiry in 2029 Expiry in 2030 Expiry in 2031 Expiry in 2032 Expiry in 2033 No expiration date				December 31	December 31	December 31
			2023	Applicable Tax Rate 16.5% and 30% $ - - - - - - - - - - - 198,979 $ 198,979			2022
		Applicable Tax Rate 25% $ - 81,769 - 170,945 349,740 559,657 - - - - - - $ 1,162,111	Applicable Tax Rate 20% $ - 41,436 81,070 12,921 24,434 12,059 33,154 20,562 2,250 800 907 - $ 229,593			Applicable Tax Rate 25% $ 31,784 78,518 - 104,841 169,341 109,297 - - - - - - $ 493,781	Applicable Tax Rate 20% $ - 69,519 81,070 12,921 24,434 12,059 33,154 20,562 2,250 800 - - $ 256,769	Applicable Tax Rate 16.5% and 30% $ - - - - - - - - - - - 426,639 $ 426,639

d. Information about unused loss carryforwards

Loss carryforwards as of December 31, 2023 comprised:

		Unused Amount	Total Expiry Year $ 123,205 2024 81,070 2025 195,838 2026 159,924 2027 255,012 2028 33,154 2029 20,562 2030 2,250 2031 800 2032 907 2033 73,728 No expiration date $ 946,450
	Applicable Tax Rate 25% $ 81,769 - 182,917 135,490 242,953 - - - - - - $ 643,129	Applicable Tax Rate 20% Applicable Tax Rate 16.5% and 30% $ 41,436 $ - 81,070 - 12,921 - 24,434 - 12,059 - 33,154 - 20,562 - 2,250 - 800 - 907 - - 73,728 $ 229,593 $ 73,728

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e. Income tax assessments

With respect to the income tax assessments of the Company and its subsidiaries, except for the Company, which is not subject to income tax, the income tax returns of Comestibles Master Co., Ltd., Mei Wei Master Co., Ltd. and Mei Wei Fu Xing through 2021 have been assessed by the tax authorities in the ROC. The companies in other jurisdictions have been assessed based on their local tax laws.

26 . EARNINGS PER SHARE

Basic earnings per share From continuing operations	Unit: NT$ Per Share For the Year Ended December 31	Unit: NT$ Per Share For the Year Ended December 31	Unit: NT$ Per Share For the Year Ended December 31
		2023 $ 4.20	2022 $ 2.68

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

Net Profit for the Year

Earnings used in the computation of basic earnings per share	For the Year Ended	For the Year Ended	December 31
		2023 $ 756,605	2022 $ 483,082

Weighted Average Number of Ordinary Shares Outstanding (In Thousands of Shares)

Weighted average number of ordinary shares used in the computation of basic and diluted earnings per share	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2023 180,000	2022 180,000

27 . GOVERNMENT GRANTS

The amounts of project subsidies and incentives received for the years ended December 31, 2023 and 2022 were $16,017 thousand and $32,402 thousand, respectively. The government grants were recognized in non-operating income and expenses - other income in the consolidated statements of comprehensive income.

The Group received a government grant for plant construction and waste recovery. The amount was recognized as deferred revenue and subsequently transferred to profit or loss over the useful life of the related assets. This policy resulted in a credit to income of $7,465 thousand and $7,621 thousand for the years ended December 31, 2023 and 2022, respectively.

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28 . NON-CASH TRANSACTIONS

Changes in Liabilities Arising from Financing Activities

For the year ended December 31, 2023

Opening Balance Short-term borrowings $ 413,055 Guarantee deposits received 184,887 Lease liabilities 4,738,329 $ 5,336,271 For the year ended December 31, 2022 Opening Balance Short-term borrowings $ 204,179 Guarantee deposits received 189,447 Lease liabilities 4,988,238 $ 5,381,864	Cash Flows $ (413,055) (14,348) (1,806,353) $ (2,233,756) Cash Flows $ 208,876 (4,560) (1,837,450) $ (1,633,134)		Non-cash Changes New Leases Others $ - $ - - - 1,548,547 (479,433) $ 1,548,547 $ (479,433) Non-cash Changes New Leases Others $ - $ - - - 1,703,421 (115,880) $ 1,703,421 $ (115,880)	Closing Balance $ - 170,539 4,001,090 $ 4,171,629 Closing Balance $ 413,055 184,887 4,738,329 $ 5,336,271

Short-term borrowings Guarantee deposits received Lease liabilities
			New Leases $ - - 1,703,421 $ 1,703,421

29 . CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity attributable to owners of the Company (comprising issued capital, reserves, retained earnings and other equity).

The Group is not subject to any externally imposed capital requirements.

Key management personnel of the Group review the capital structure on a quarterly basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders, the number of new shares issued and the amount of existing debt redeemed.

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30 . FINANCIAL INSTRUMENTS

a. Fair value of financial instruments

Fair value of financial instruments not carried at fair value

The management considers the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements to approximate their fair values.

b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy

December 31, 2023

Financial assets at FVTPL Listed shares and emerging market shares Mutual funds Other December 31, 2022 Financial assets at FVTPL Listed shares and emerging market shares Mutual funds Other	Level 1 $ 211,629 10,418 - $ 222,047 Level 1 $ 186,582 10,286 - $ 196,868	Level 2 $ - - - $ - Level 2 $ - - - $ -	Level 3 $ - - 1,103 $ 1,103 Level 3 $ - - 1,105 $ 1,105	Total $ 211,629 10,418 1,103
				$ 223,150
				Total $ 186,582 10,286 1,105
				$ 197,973

There were no transfers between Levels 1 and 2 in the current and prior periods.

2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2023

		Debt
	Instruments
Balance at January 1, 2023	$	1,105
Recognized in profit or loss (other income)		-
Repayments/settlements		-
Effect of foreign currency exchange differences		(2)
Balance at December 31, 2023	$	1,103

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For the year ended December 31, 2022

		Debt
	Instruments
Balance at January 1, 2022	$	997
Recognized in profit or loss (other income)		-
Repayments/settlements		-
Effect of foreign currency exchange differences		108
Balance at December 31, 2022	$	1,105

c. Categories of financial instruments

Financial assets Fair value through profit or loss (FVTPL) Mandatorily classified as at FVTPL Financial assets at amortized cost (Note 1) Financial liabilities Financial liabilities at amortized cost (Note 2)	December 31
	2023 2022 $ 223,150 $ 197,973 6,358,046 6,895,806 2,430,381 2,965,788

Note 1: The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables and other receivables.
Note 2: The balances include financial liabilities measured at amortized cost, which comprise short-term borrowings, trade payables, notes payable, other payables, long-term borrowings and deposits received.

d. Financial risk management objectives and policies

The Group’s major financial instruments include equity and debt investments, trade receivables, trade payables and borrowings. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

a) Foreign currency risk

The Group has foreign currency denominated deposits and loans, which exposes the Group to foreign currency risk. There has been no change to the Group’s exposure to market risk in relation to financial instruments or the manner in which these risks are managed and measured.

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The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 34.

Sensitivity analysis

The Group was mainly exposed to the U.S. dollar.

The following table details the Group’s sensitivity to a 1% increase and decrease in the Renminbi (the functional currency) against the relevant foreign currencies. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign currency forward contracts designated as cash flow hedges and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit associated with the Renminbi weakening 1% against the relevant currency. For a 1% strengthening of the Renminbi against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be negative.

Profit or loss	U.S. Dollar Impact	U.S. Dollar Impact	U.S. Dollar Impact
	For the Year Ended December 31
		2023 $ 845	2022 $ 709

This was mainly attributable to the exposure on outstanding U.S. dollar denominated bank deposits which were not hedged at the end of the reporting period.
b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at floating interest rates.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk Financial liabilities Cash flow interest rate risk Financial liabilities Sensitivity analysis	December 31
	2023 2022 $ 4,001,090 $ 4,738,329 - 413,055

The sensitivity analysis below was determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liabilities outstanding at the end of the reporting period was outstanding for the whole year. A 1% increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2023 and 2022 would have increased/decreased by $0 and $(4,131) thousand, respectively, which would be mainly attributable to the Group’s exposure to interest rates on its variable-rate bank borrowings.

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The Group’s sensitivity to interest rates decreased during the current year mainly due to the decrease in variable rate debt investments.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group.

At the end of the reporting period, the Group’s maximum exposure to credit risk which would cause a financial loss to the Group due to failure to discharge an obligation by the counterparties arose from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.

Most of the Group’s counterparties are franchisees with whom the Group has business relationships with for a long time, and the Group monitors trade receivables from such franchisees continuously. Thus, impairment loss recognized on these trade receivables was not significant. Trade receivables cover a large number of customers spread across diverse industries and geographical areas. Therefore, the Group assessed that the concentration of credit risk was limited.

The concentration of credit risk with such counterparties was never more than 10% of the Group’s monetary assets.

Other than the abovementioned franchisees, because the counterparties of liquid funds were banks monitored by regulators in the People’s Republic of China and Republic of China, such credit risk was limited.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2023 and 2022, the Group had available unutilized bank loan facilities set out below.

Unsecured bank loan facilities: Amount used Amount unused Secured bank loan facilities: Amount used Amount unused		December 31	December 31
		2023 $ - 230,000 $ 230,000 $ - 1,887,337 $ 1,887,337	2022 $ - 230,000 $ 230,000 $ 413,055 1,967,972 $ 2,381,027

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31 . TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides as disclosed elsewhere in other notes, details of transactions between the Group and other related parties are disclosed below:

a. Name and relationship of related parties

Related Party Name Related Party Category The Hot Pot Food and Beverage Management Co., Ltd. Associates Jiou Chu Management Co., Ltd. Associates JIOU CHU FOOD LLC Associates Toast Man Development Co., Ltd. Related parties Xiang Tian (Shanghai) Food and Beverage Management Co., Ltd Related parties The Hot Pot (Shanghai) Food and Beverage Management Co., Ltd Related parties Original Mind Enterprises Limited Related parties JG FOOD SERVICE LLC Joint venture

b. Sales of goods

Line Item Related Party Category/Name Sales Associates Related parties Other transactions Line Item Related Party Category Rental income Associates Related parties	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
	2023 2022 $ 7,246 $ 344 4,944 3,254 $ 12,190 $ 3,598 For the Year Ended December 31
		2023 $ 1,515 23 $ 1,538	2022 $ 942 - $ 942

c. Other transactions

The rent paid by the related parties for the rent of commercial space for operational purposes is paid on a monthly basis at the agreed price.

d. Receivables from related parties (excluding loans to related parties)

Line Item Related Party Category Trade receivables Associates Related parties		December	31
		2023 $ 1,855 736 $ 2,591	2022 $ 204 1,052 $ 1,256

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Line Item Related Party Category Other receivables Associates Related parties		December	31
		2023 $ 6,854 2,235 $ 9,089	2022 $ 567 1,218 $ 1,785

The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2023 and 2022, no impairment loss was recognized for trade receivables from related parties.

e. Other transactions with related parties

The Group performed technical services for associates, related parties and joint venture. For the years ended December 31, 2023 and 2022, income from technical services amounted to $7,712 thousand and $1,324 thousand, respectively.

f. Disposal of property, plant and equipment

Proceeds	Proceeds		Gain (Loss) on Disposal	Gain (Loss) on Disposal
For the Year Ended December 31			For the Year Ended December 31
	2022 $ 2,017
		2023 $ 26,450		2022 $ 23,113

g. Compensation of key management personnel

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

32 . ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral to banks for bank borrowings:

Property, plant and equipment Land Buildings Financial assets at amortized cost - current Investment properties		December 31	December 31
		2023 $ 293,761 8,251 62,041 58,056 $ 422,109	2022 $ 293,761 9,892 67,808 58,590 $ 430,051

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33 . SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2023 and 2022 were as follows:

a. Significant commitments

Unrecognized commitments were as follows:

Acquisition of property, plant and equipment		December 31	December 31
		2023 $ 133,130	2022 $ 13,032

b. Contingencies

The Group’s subsidiaries in Australia were imposed penalties for violating the Australian labor related regulations. Based on legal advice, as of the date of issue of the consolidated financial statements, the litigation procedures are still ongoing, and the attorney estimated that the penalty amount was AUD1,000 thousand, which was recognized as compensation losses and accounted for under other gains and losses.

34 . SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2023

		Foreign		Carrying	Carrying
	Currency		Exchange Rate	Amount
Financial assets
Monetary items
USD	$	1,761	7.0827 (USD:RMB)	$	53,984
USD		996	30.6468 (USD:NTD)		30,516
AUD		4,527	4.8486 (AUD:RMB)		94,973
AUD		535	20.9800 (AUD:NTD)		11,222
HKD		6,262	0.9080 (HKD:RMB)		24,603
Financial liabilities
Monetary items
NTD		40,390	0.0326 (NTD:USD)		40,390

50 -

December 31, 2022

		Foreign		Carrying	Carrying
	Currency		Exchange Rate	Amount
Financial assets
Monetary items
USD	$	411	6.9646 (USD:RMB)	$	12,614
USD		1,899	30.7000 (USD:NTD)		58,306
AUD		4,373	4.7255 (AUD:RMB)		91,088
AUD		9,974	20.8300 (AUD:NTD)		207,762
Financial liabilities
Monetary items
NTD		155,300	0.0480 (NTD:AUD)		155,300

For the years ended December 31, 2023 and 2022, realized and unrealized net foreign exchange gains (losses) were $7,504 thousand and $12,188 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.

35 . SEPARATELY DISCLOSED ITEMS

a. Information about significant transactions and investees
1) Financing provided to others (Table 1)
2) Endorsements/guarantees provided (Table 2)
3) Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities) (Table 3)
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 4)
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)
9) Trading in derivative instruments (None)
10) Intercompany relationships and significant intercompany transactions (Table 6)
11) Information on investees (Table 7)
51 -
b. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of the investee, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and the limit on the amount of investment in the mainland China area (Table 8)
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (None)
- a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period
- b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period
- c) The amount of property transactions and the amount of the resultant gains or losses
- d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes
- e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds
- f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services
c. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 9)

36 . SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s principal geographical areas are China, Taiwan and the United States (USA).

a. Revenue from major products and services

The following is an analysis of the Group’s revenue from continuing operations categorized by major products and services:

Beverages Cakes Bread Others	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2023 $ 4,826,726 7,448,726 8,053,821 94,249 $ 20,423,522	2022 $ 5,055,619 6,998,411 7,333,963 125,843 $ 19,513,836

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b. Geographical information

The Group’s revenue from continuing operations from external customers by location of operations is detailed below:

China United States Taiwan Others	Revenue from External Customers	Revenue from External Customers	Revenue from External Customers
	For the Year Ended December 31
		2023 $ 10,348,915 7,066,521 2,918,240 89,846 $ 20,423,522	2022 $ 10,373,552 5,891,852 3,072,729 175,703 $ 19,513,836

c. Significant customer information

The Group has no customer who contributes over 10% to the Group’s total revenue for the years ended December 31, 2023 and 2022.

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TABLE 1

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.	Lender	Borrower	Financial Statement Account	Related Party	Highest Balance for the Period (Foreign Currencies in Thousands)	Ending Balance (Foreign Currencies in Thousands)	Actual Amount Borrowed (Foreign Currencies in Thousands)	Interest Rate	Nature of Financing	Business Transaction Amounts	Reasons for Short-term Financing	Allowance for Impairment Loss	Colla	teral	Financing Limit for Each Borrower	Aggregate Financing Limit	Note
													Item	Value
1	Shanghai Gourmet Master Food & Beverage Ltd.	He-Shia Food & Beverage Ltd. He-Shia Food & Beverage Ltd. Fuzhou 85 Food & Beverage Ltd. Fuzhou 85 Food & Beverage Ltd. Prime Scope Trading Limited	Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties	Yes Yes Yes Yes Yes	$ 302,890 (RMB 70,000 ) 302,890 (RMB 70,000 ) 86,540 (RMB 20,000 ) 86,540 (RMB 20,000 ) 216,350 (RMB 50,000 )	$ - 302,890 (RMB 70,000 ) - 86,540 (RMB 20,000 ) 216,350 (RMB 50,000 )	$ - 302,890 (RMB 70,000 ) - 86,540 (RMB 20,000 ) -	2.00 2.00 2.00 2.00 2.00	For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing	$ - - - - -	Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan	$ - - - - -	- - - - -	$ - - - - -	$ 441,404 441,404 441,404 441,404 441,404	$ 662,107 662,107 662,107 662,107 662,107	Note 1,a Note 1,a Note 1,a Note 1,a Note 1,a
2	Sheng-Pin (Hangzhou) Food Ltd.	He-Shia Food & Beverage Ltd.	Other receivables - related parties	Yes	38,943 (RMB 9,000 )	-	-	2.00	For short-term financing	-	Working capital loan	-	-	-	42,727	64,090	Note 1,b
3	Jin Wei Industrial (Shanghai) Ltd.	He-Shia (Nanjing) Food & Beverage Ltd. He-Shia (Nanjing) Food & Beverage Ltd. 85 Degrees (Qingdao) Food & Beverage Management Ltd. 85 Degrees (Qingdao) Food & Beverage Management Ltd. Prime Scope Trading Limited	Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties	Yes Yes Yes Yes Yes	86,540 (RMB 20,000 ) 86,540 (RMB 20,000 ) 34,616 (RMB 8,000 ) 34,616 (RMB 8,000 ) 64,905 (RMB 15,000 )	- 86,540 (RMB 20,000 ) - 34,616 (RMB 8,000 ) 64,905 (RMB 15,000 )	- 86,540 (RMB 20,000 ) - 34,616 (RMB 8,000 ) -	2.00 2.00 2.00 2.00 2.00	For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing	- - - - -	Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan	- - - - -	- - - - -	- - - - -	156,442 156,442 156,442 156,442 156,442	234,662 234,662 234,662 234,662 234,662	Note 1,c Note 1,c Note 1,c Note 1,c Note 1,c
4	Comestibles Master Co., Ltd.	Mei Wei Master Co., Ltd. Mei Wei Master Co., Ltd. Mei Wei Master Co., Ltd. Mei Wei Master Co., Ltd. Mei Wei Master Co., Ltd. Mei Wei Master Co., Ltd. Mei Wei Fu Xing Ltd. Mei Wei Fu Xing Ltd. 85 Degrees Coffee Australia Pty. Ltd. 85 Degree Co., Ltd 85 Degree Co., Ltd 85 Degree Co., Ltd 85 Degree Co., Ltd	Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties	Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes	50,000 50,000 50,000 50,000 50,000 50,000 2,000 2,000 115,765 (AUD 5,518 ) 6,000 6,000 5,000 5,000	- - - - 50,000 50,000 - 2,000 - - - - 5,000	- - - - - 50,000 - - - - - - 3,000	0.65 0.82 0.82 1.40 1.60 1.45 0.82 1.60 4.00 0.65 1.40 0.82 1.45	For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing	- - - - - - - - - - - - -	Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan	- - - - - - - - - - - - -	- - - - - - - - - - - - -	- - - - - - - - - - - - -	1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422	1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422 1,156,422	Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d Note 1,d
5	Perfect 85 Degrees C, Inc.	WinUS 85C LLC WinUS 85C LLC WinWin 85C LLC WinWin 85C LLC	Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties	Yes Yes Yes Yes	87,407 (US$ 2,852 ) 87,407 (US$ 2,852 ) 214,529 (US$ 7,000 ) 159,364 (US$ 5,200 )	- 87,407 (US$ 2,852 ) 214,529 (US$ 7,000 ) 159,364 (US$ 5,200 )	- 76,617 (US$ 2,500 ) 186,947 (US$ 6,100 ) 159,364 (US$ 5,200 )	4.40 5.66 4.40 5.66	For short-term financing For short-term financing For short-term financing For short-term financing	- - - -	Working capital loan Working capital loan Working capital loan Working capital loan	- - - -	- - - -	- - - -	1,129,272 1,129,272 1,129,272 1,129,272	1,129,272 1,129,272 1,129,272 1,129,272	Note 1,e Note 1,e Note 1,e Note 1,e
6	Winpin 85 Investments, LLC	WinWin 85C LLC WinWin 85C LLC 85C NJ LLC	Other receivables - related parties Other receivables - related parties Other receivables - related parties	Yes Yes Yes	159,364 (US$ 5,200 ) 168,559 (US$ 5,500 ) 214,529 (US$ 7,000 )	- 168,559 (US$ 5,500 ) 214,529 (US$ 7,000 )	- 168,559 (US$ 5,500 ) -	4.40 4.40 5.66	For short-term financing For short-term financing For short-term financing	- - -	Working capital loan Working capital loan Working capital loan	- - -	- - -	- - -	321,126 321,126 321,126	321,126 321,126 321,126	Note 1,f Note 1,f Note 1,f
																(	Continued)

54 -

No.	Lender	Borrower	Financial Statement Account	Related Party	Highest Balance for the Period (Foreign Currencies in Thousands)	Ending Balance (Foreign Currencies in Thousands)	Actual Amount Borrowed (Foreign Currencies in Thousands)	Interest Rate	Nature of Financing	Business Transaction Amounts	Reasons for Short-term Financing	Allowance for Impairment Loss	Colla	teral	Financing Limit for Each Borrower	Aggregate Financing Limit	Note
													Item	Value
7	Prime Scope Trading Limited	85 Degrees Coffee Australia Pty. Ltd. 85 Degrees Coffee Australia Pty. Ltd. 85 Degrees Coffee Australia Pty. Ltd. 85 Degrees Coffee Australia Pty. Ltd. 85 Degrees Coffee Australia Pty. Ltd. 85 Degrees Coffee Australia Pty. Ltd. 85C NJ LLC Mei Wei Master Co., Ltd. Mei Wei Master Co., Ltd. Mei Wei Fu Xing Ltd. 85 Degree Co., Ltd 85 Degree Co., Ltd	Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties	Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes	$ 20,980 (AUD 1,000 ) 20,980 (AUD 1,000 ) 41,960 (AUD 2,000 ) 62,940 (AUD 3,000 ) 20,980 (AUD 1,000 ) 83,920 (AUD 4,000 ) 337,117 (US$ 11,000 ) 50,000 90,000 7,000 6,000 5,000	$ - - - 62,940 (AUD 3,000 ) 20,980 (AUD 1,000 ) 83,920 (AUD 4,000 ) - 50,000 90,000 7,000 6,000 5,000	$ - - - - - 83,920 (AUD 4,000 ) - - 90,000 7,000 6,000 -	5.00 5.00 5.00 5.00 5.00 5.00 5.66 1.41 1.41 1.41 1.41 1.41	For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing	$ - - - - - - - - - - - -	Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan Working capital loan	$ - - - - - - - - - - - -	- - - - - - - - - - - -	$ - - - - - - - - - - - -	$ 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936	$ 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936 1,547,936	Note 1,a Note 1,g Note 1,g Note 1,g Note 1,g Note 1,g Note 1,g Note 1,g Note 1,g Note 1,g Note 1,g Note 1,g

Note 1: The aggregate financing limits and financing limits for each individual borrower with short-term financing needs are calculated as follows:
a. The aggregate financing limit shall not exceed $1,103,511 (in thousands) × 60% = $662,107 (in thousands) of the net worth of Shanghai Gourmet Master Food & Beverage Ltd. The financing limit for each individual borrower shall not exceed $1,103,511 (in thousands) × 40% = $441,404 (in thousands) of the net worth of Shanghai Gourmet Master Food & Beverage Ltd. (net worth based on the financing company’s latest audited financial statements).
b. The aggregate financing limit shall not exceed $106,817 (in thousands) × 60% = $64,090 (in thousands) of the net worth of Sheng-Pin (Hangzhou) Food Ltd. The financing limit for each individual borrower shall not exceed $106,817 (in thousands) × 40% = $42,727 (in thousands) of the net worth of Sheng-Pin (Hangzhou) Food Ltd. (net worth based on the financing company’s latest audited financial statements).
c. The aggregate financing limit shall not exceed $391,104 (in thousands) × 60% = $234,662 (in thousands) of the net worth of Jin Wei Industrial (Shanghai) Ltd. The financing limit for each individual borrower shall not exceed $391,104 (in thousands) × 40% = $156,442 (in thousands) of the net worth of Jin Wei Industrial (Shanghai) Ltd. (net worth based on the financing company’s latest audited financial statements).
d. The aggregate financing limit shall not exceed $2,891,055 (in thousands) × 40% = $1,156,422 (in thousands) of the net worth of Comestibles Master Co., Ltd. The financing limit for each individual borrower shall not exceed $2,891,055 (in thousands) × 40% = $1,156,422 (in thousands) of the net worth of Comestibles Master Co., Ltd. (net worth based on the financing company’s latest audited financial statements).
e. The aggregate financing limit shall not exceed $2,823,179 (in thousands) × 40% = $1,129,272 (in thousands) of the net worth of Perfect 85 Degrees C, Inc. The financing limit for each individual borrower shall not exceed $2,823,179 (in thousands) × 40% = $1,129,272 (in thousands) of the net worth of Perfect 85 Degrees C, Inc. (net worth based on the financing company’s latest audited financial statements).
f. The aggregate financing limit shall not exceed $802,814 (in thousands) × 40% = $321,126 (in thousands) of the net worth of WinPin 85 Investments, LLC. The financing limit for each individual borrower shall not exceed $802,814 (in thousands) × 40% = $321,126 (in thousands) of the net worth of WinPin 85 Investments, LLC (net worth based on the financing company’s latest audited financial statements).
g. The aggregate financing limit shall not exceed $3,869,840 (in thousands) × 40% = $1,547,936 (in thousands) of the net worth of Prime Scope Trading Limited. The financing limit for each individual borrower shall not exceed $3,869,840 (in thousands) × 40% = $1,547,936 (in thousands) of the net worth of Prime Scope Trading Limited (net worth based on the financing company’s latest audited financial statements).
Note 2: The above transactions have been eliminated in these consolidated financial statements.

(Concluded)

55 -

TABLE 2

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. (Note 1)	Endorser/Guarantor	Endorsee/Guarantee		Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3)	Maximum Amount Endorsed/ Guaranteed During the Period (US$ in Thousand)	Outstanding Endorsement/ Guarantee at the End of the Period (US$ in Thousand)	Actual Amount Borrowed (US$ in Thousand)	Amount Endorsed/ Guaranteed by Collaterals	Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%)	Aggregate Endorsement/ Guarantee Limit (Note 3)	Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries	Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent	Endorsement/ Guarantee Given on Behalf of Companies in Mainland China
		Name	Relationship (Note 2)
1	Comestibles Master Co., Ltd.	Gourmet Master Co., Ltd. Gourmet Master Co., Ltd. Perfect 85 Degrees C, Inc. Perfect 85 Degrees C, Inc.	d d c c	$ 578,211 578,211 578,211 578,211	$ 122,588 (US$ 4,000) 137,912 (US$ 4,500) 125,653 (US$ 4,100) 211,464 (US$ 6,900)	$ - - 125,653 (US$ 4,100) 211,464 (US$ 6,900)	$ - - - -	$ 154,520 205,548 - -	- - 4.35 7.31	$ 1,445,528 1,445,528 1,445,528 1,445,528	N N N N	Y Y N N	N N N N
2	Prime Scope Trading Limited	Comestibles Master Co., Ltd. Comestibles Master Co., Ltd. Comestibles Master Co., Ltd. Perfect 85 Degrees C, Inc.	c c c c	773,968 773,968 773,968 773,968	200,000 459,705 (US$ 15,000) 183,882 (US$ 6,000) 306,470 (US$ 10,000)	200,000 459,705 (US$ 15,000) - 306,470 (US$ 10,000)	- - - -	- - - -	5.17 11.88 - 7.92	1,934,920 1,934,920 1,934,920 1,934,920	N N N N	N N N N	N N N N

Note 1: Numbers in the No. column are represented as follows:
a. Number 0 represents the issuer.
b. Number 1 (onwards) represents the investee.
Note 2: Relationships between the endorser and endorsee are represented as follows:
a. The endorser and endorsee have business dealings with each other.
b. The endorser directly or indirectly owns over 50% of the endorsee’s voting shares.
c. The endorsee directly or indirectly owns over 50% of the endorser’s voting shares.
d. The endorser and its group of companies have a combined shareholding percentage of at least 90% of the endorsee’s voting shares, either directly or indirectly.
e. The endorser and endorsee are in the same industry or are joint builders in the construction projects and provide mutual endorsements to each other based on the contractual provisions.
f. All the capital contributing shareholders of the endorser provides endorsements to the endorsee in proportion to their shareholding percentages.
g. The endorser and endorsee are in the same industry and provide joint endorsements for each other for the performance guarantee of the sales contract for pre-construction homes pursuant to the Consumer Protection Act.

Note 3: The endorsement/guarantee limit is calculated as follows:

a. The total amount of guarantee shall not exceed 50% of the net worth of Comestibles Master Co., Ltd.: $2,891,055 × 50% = $1,445,528 (in thousands).
b. The total amount of guarantee provided to any individual entity shall not exceed 20% of the net worth of Comestibles Master Co., Ltd.: $2,891,055 × 20% = $578,211 (in thousands).
c. The total amount of guarantee shall not exceed 50% of the net worth of Prime Scope Trading Limited: $3,869,840 × 50% = $1,934,920 (in thousands).
d. The total amount of guarantee provided to any individual entity shall not exceed 20% of the net worth of Prime Scope Trading Limited: $3,869,840 × 20% = $773,968 (in thousands).
56 -

TABLE 3

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name	Type and Name of Marketable Securities	Relationship with the Holding Company	Financial Statement Account		December 31, 2023	December 31, 2023		Note
				Number of Shares (In Thousands)	Carrying Amount	Percentage of Ownership (%)	Market Price
Gourmet Master Co., Ltd. Comestibles Master Co., Ltd.	Bank debentures United Overseas Bank Bank debentures China Development Bank Shares Tehmag Foods Corporation Fund Taishin 1699 Money Market	- - - -	Financial assets at amortized cost - non-current Financial assets at amortized cost - non-current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current	- - 726 -	$ 143,980 30,675 211,629 10,418	- - 1.96 -	$ 143,980 30,675 211,629 10,418

57 -

TABLE 4

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

Seller	Related Party	Relationship		Transaction Detail	Transaction Detail		Abnormal Transaction	Notes/Accounts Payable or Receivable	Notes/Accounts Payable or Receivable	Notes/Accounts Payable or Receivable		Note
			Purchases/ Sales	Amount	% of Total	Payment Terms	Unit Price	Payment Term	Account	Ending Balance	% of Total
Comestibles Master Co., Ltd. Jin Wei Industrial (Shanghai) Ltd. Xia He Wei (Xiamen) Trading Limited 85 Degrees (Jiangsu) Food Ltd. Sheng-Pin (Hangzhou) Food Ltd. Sheng-Pin (Dongguan) Food Ltd. Sheng-Pin (Xiamen) Food Ltd. Perfect 85 Degrees C, Inc.	Mei Wei Master Co., Ltd. Perfect 85 Degrees C, Inc. Shanghai Gourmet Master Food & Beverage Ltd. He-Shia Food & Beverage Ltd. He-Shia (Nanjing) Food & Beverage Ltd. Beijing 85 Food & Beverage Ltd. Shenzhen 85 Food & Beverage Ltd. Zhejiang 85 Food & Beverage Ltd. Fuzhou 85 Food & Beverage Ltd. Kunshan 85 Food & Beverage Ltd. Xiamen 85 Food & Beverage Ltd. Jin Wei Industrial (Shanghai) Ltd. Jin Wei Industrial (Shanghai) Ltd. Jin Wei Industrial (Shanghai) Ltd. Xia He Wei (Xiamen) Trading Limited WinPin 85 Investments, LLC Golden 85 Investments, LLC	Subsidiary Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Subsidiary Subsidiary	Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales Sales	$ 206,029 200,142 423,420 850,354 979,839 193,411 313,549 305,862 380,175 164,237 684,828 1,511,111 331,222 145,396 150,990 2,670,428 172,716	7 7 9 18 21 4 7 6 8 3 81 93 97 99 64 91 6	25 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 30 days 30 days	Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy Based on the Group’s transfer pricing policy	- - - - - - - - - - - - - - - - -	Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables Trade receivables	$ 40,953 30,273 41,878 71,767 194,213 13,371 23,900 24,320 32,648 17,083 57,260 135,886 38,082 10,462 12,435 - -	16 12 8 14 38 3 5 5 6 3 83 86 99 98 64 - -	Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note

Note: Transactions have been written off in these consolidated financial statements.

58 -

TABLE 5

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

Company Name	Related Party	Relationship	Ending Balance	Turnover Rate	Overdue	Overdue	Amounts Received in Subsequent Period	Allowance for Impairment Loss
					Amount	Actions Taken
Shanghai Gourmet Master Food & Beverage Ltd. Jin Wei Industrial (Shanghai) Ltd. 85 Degrees (Jiangsu) Food Ltd. Perfect 85 Degrees C, Inc. WinPin 85 Investments, LLC	He-Shia Food & Beverage Ltd. He-Shia (Nanjing) Food & Beverage Ltd. Jin Wei Industrial (Shanghai) Ltd. WinWin 85C, LLC WinWin 85C, LLC WinWin 85C, LLC	Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company Affiliated company	$ 302,890 194,213 135,886 186,947 159,364 168,559	(Note) 6.68 10.55 (Note) (Note) (Note)	$ - - - - - -	- - - - - -	$ - - - - - -	$ - - - - - -

Note: The ending balance is primarily comprised of other receivables, which are not applicable in the calculation of the turnover ratio.

59 -

TABLE 6

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

No. (Note 1)	Investee Company	Counterparty	Relationship (Note 2)		Intercompany Transactions	Intercompany Transactions
				Financial Statement Account	Amount	Payment Terms	% of Total Sales or Assets (Note 3)
1	Comestibles Master Co., Ltd.	Mei Wei Master Co., Ltd. Perfect 85 Degrees C, Inc.	c c	Purchases Purchases	$ 206,029 200,142	25 days 60 days	1 1
2	Shanghai Gourmet Master Food & Beverage Ltd.	He-Shia Food & Beverage Ltd.	c	Other receivables	302,890	Financing provided, annual interest rate 2%	2
3	Jin Wei Industrial (Shanghai) Ltd.	He-Shia (Nanjing) Food & Beverage Ltd. He-Shia Food & Beverage Ltd. Shanghai Gourmet Master Food & Beverage Ltd. Fuzhou 85 Food & Beverage Ltd. Shenzhen 85 Food & Beverage Ltd. Zhejiang 85 Food & Beverage Ltd. Beijing 85 Food & Beverage Ltd. Kunshan 85 Food & Beverage Ltd. He-Shia (Nanjing) Food & Beverage Ltd.	c c c c c c c c c	Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Trade payables	979,839 850,354 423,420 380,175 313,549 305,862 193,411 164,237 194,213	60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days 60 days	5 4 2 2 2 1 1 1 1
4	85 Degrees (Jiangsu) Food Ltd.	Jin Wei Industrial (Shanghai) Ltd. Jin Wei Industrial (Shanghai) Ltd.	c c	Purchases Trade payables	1,511,111 135,886	60 days 60 days	7 1
5	Sheng-Pin (Hangzhou) Food Ltd.	Jin Wei Industrial (Shanghai) Ltd.	c	Purchases	331,222	60 days	2
6	Sheng-Pin (Dongguan) Food Ltd.	Jin Wei Industrial (Shanghai) Ltd.	c	Purchases	145,396	60 days	1
7	Sheng-Pin (Xiamen) Food Ltd.	Xia He Wei (Xiamen) Trading Limited	c	Purchases	150,990	60 days	1
8	Xia He Wei (Xiamen) Trading Limited	Xiamen 85 Food & Beverage Ltd.	c	Purchases	684,828	60 days	3
9	Perfect 85 Degrees C, Inc.	WinPin 85 Investments, LLC Golden 85 Investments, LLC WinPin 85 Investments, LLC WinWin 85C LLC WinWin 85C LLC	c c c c c	Purchases Purchases Purchases Other receivables Other receivables	2,670,428 172,716 320,375 186,947 159,364	30 days 30 days - Financing provided, annual interest rate 4.40% Financing provided, annual interest rate 5.66%	13 1 2 1 1
10	WinPin 85 Investments, LLC	WinWin 85C LLC	c	Other receivables	168,559	Financing provided, annual interest rate 4.40%	1

(Continued)

60 -

(Concluded)

Note 1: Intercompany relationships and significant intercompany transactions information are represented within the number column as follows:

a. Number 0 represents the parent company.
b. Number 1 to 12 represents subsidiaries.

Note 2: The flow of transactions between the counterparties of the transactions are represented as follows:

a. “a” represents transactions from parent company to subsidiary.
b. “b” represents transactions from subsidiary to parent company.
c. “c” represents transactions between subsidiaries.

Note 3: The amounts of asset accounts and liability accounts are calculated as a percentage of the consolidated total assets. The amounts of income accounts are calculated as a percentage of the consolidated total sales.

61 -

TABLE 7

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Investor Company	Investee Company	Location	Main Businesses and Products	Original Investment Amount	Original Investment Amount	As of	December 31, 2023	December 31, 2023	Net Income (Loss) of the Investee	Share of Profit (Loss)	Note
				December 31, 2023	December 31, 2022	Number of Shares	%	Carrying Amount
Gourmet Master Co., Ltd. WinWin 85C Holding Co., Ltd. Prime Scope Trading Limited Perfect 85 Degrees C, Inc. 85 Degrees Café International Pty. Ltd. 85 Degree Co., Ltd. Comestibles Master Co., Ltd. Mei Wei Master Co., Ltd.	85 Degree Co., Ltd. Prime Scope Trading Limited Perfect 85 Degrees C, Inc. 85 Degrees Café International Pty. Ltd. Lucky Bakery Limited WinWin 85C Holding Co., Ltd. WinWin 85C LLC WinUS 85C LLC 85C NJ LLC Wincase Limited Worldinn Limited Winstar 85C, LLC WinTrade Distribution, LLC Golden 85 Investments, LLC WinPin 85 Investments, LLC JG Food Service, LLC 85 Degrees Coffee Australia Pty Ltd. Comestibles Master Co., Ltd. Mei Wei Master Co., Ltd. The Hot Pot Food and Beverage Management Co., Ltd. Toast Man Development Co., Ltd. Mei Wei Fu Xing Ltd.	Malaysia Hong Kong USA Australia Samoa Cayman Islands USA USA USA Hong Kong Hong Kong USA USA USA USA USA Australia Taichung City, Taiwan (ROC) Taichung City, Taiwan (ROC) Taichung City, Taiwan (ROC) Taichung City, Taiwan (ROC) Taichung City, Taiwan (ROC)	Investment Investment & retail sale of groceries and beverages Manufacturing and sale of baked goods Investment Investment Investment Investment Investment Investment Retail sale of groceries and beverages Manufacturing and sale of baked goods Franchising Trading and wholesale Retail sale of groceries and beverages Retail sale of groceries and beverages Restaurant Retail sale of groceries and beverages Manufacturing and sale of baked goods Retail sale of groceries and beverages Restaurant Restaurant Retail sale of groceries and beverages	$ 553,447 1,432,525 (US$ 46,743) 231,476 (US$ 7,553) 37,449 (AUD 1,785) 114,589 (US$ 3,739) 66,197 (US$ 2,160) 39,841 (US$ 1,300) 23,292 (US$ 760) - 134,152 (HK$ 34,144) 140,053 (HK$ 35,646) 12,259 (US$ 400) 15,323 (US$ 500) 60,405 (US$ 1,971) 269,692 (US$ 8,800) 17,117 (US$ 540) 73,430 (AUD 3,500) 493,447 129,349 58,893 1,150 1,800	$ 553,447 1,435,008 (US$ 46,743) 231,877 (US$ 7,553) 37,182 (AUD 1,785) 114,787 (US$ 3,739) 66,312 (US$ 2,160) 39,910 (US$ 1,300) 23,332 (US$ 760) - 134,459 (HK$ 34,144) 140,374 (HK$ 35,646) 12,280 (US$ 400) 15,350 (US$ 500) 60,510 (US$ 1,971) 270,160 (US$ 8,800) - 72,905 (AUD 3,500) 493,447 129,349 58,893 1,150 1,800	12,899,078 46,742,963 5,301,000 1,785,000 811,000 2,160,000 - - - - - - - - - - - 35,908,727 55,893 5,889,288 775,000 -	100 100 100 51 100 100 100 100 - 100 100 100 100 65 100 30 100 100 100 23 31 60	$ 2,898,385 3,869,840 2,823,179 (89,378) 47,776 60,554 28,346 31,269 - 14,935 13,600 27,510 15,372 40,570 802,814 15,888 (176,281) 2,891,055 (35,149) 120,207 - (1,942)	$ 231,794 22,857 510,301 (39,883) 2,216 1,169 (10,677) 12,088 - (57) (3,350) 13,883 48 55,960 538,379 (2,226) 113,149 71,151 25,504 59,174 (5,159) (919)	$ 231,794 22,857 510,301 (20,341) 2,216 1,169 (11,528) 12,088 - (57) (3,350) 13,883 48 36,374 538,379 (675) 113,149 71,151 25,504 13,627 - (552)	Note 1 Note 1 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Note 4 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Note 1 Notes 1 and 2 Notes 1 and 2 Note 2 Note 2

Note 1: The exchange rate was US$1=NT$30.647; RMB1=NT$4.327; AUD1=NT$20.980; HK$1=NT$3.929 as of December 31, 2023.

Note 2: The carrying amount was based on the net assets of the investee whose financial statements were not audited as of December 31, 2023.

Note 3: For information of investments in mainland China, refer to Table 8.

Note 4: Company was established in 2022. As of December 31, 2023, had not completed the capital injection.

62 -

TABLE 8

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Investee Company	Main Businesses and Products	Total Amount of Paid-in Capital (RMB in Thousands)	Method of Investment	Accumulated Outflow of Investment from Taiwan as of January 1, 2023	Remittance of Funds	Remittance of Funds	Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2023	Net Income (Loss) of the Investee	% Ownership of Direct or Indirect Investment	Investment Gain (Loss)	Carrying Amount as of December 31, 2023	Accumulated Repatriation of Investment Income as of December 31, 2023	Note
					Outward	Inward
Prime Scope Trading Limited Shanghai Gourmet Master Food & Beverage Ltd. He-Shia Food & Beverage Ltd. Sheng-Pin (Hangzhou) Food Ltd. He-Shia (Nanjing) Food & Beverage Ltd. Beijing 85 Food & Beverage Ltd. Zhejiang 85 Food & Beverage Ltd. Sheng-Pin (Beijing) Food Ltd. Fuzhou 85 Food & Beverage Ltd. Sheng-Pin (Jiangsu) Food Ltd. Sheng-Pin (Xiamen) Food Ltd. Sheng-Pin (Qingdao) Food Ltd. Xiamen 85 Food & Beverage Ltd. Sheng-Pin (Shenyang) Food Ltd. 85 Degree (Qingdao) Food & Beverage Management Ltd. 85 Degrees (Jiangsu) Food Ltd. Shanghai Gourmet Master Food & Beverage Ltd. Shanghai Howco Jing Way Food & Beverage Ltd. Shenzhen 85 Food & Beverage Ltd. Chengdu 85 Food & Beverage Ltd. Sheng-Pin (Wuhan) Food Ltd.	Retail sale of groceries and beverages Retail sale of groceries and beverages Manufacturing and sale of baked goods Retail sale of groceries and beverages Retail sale of groceries and beverages Retail sale of groceries and beverages Manufacturing and sale of baked goods Retail sale of groceries and beverages Manufacturing and sale of baked goods Manufacturing and sale of baked goods Manufacturing and sale of baked goods Retail sale of groceries and beverages Manufacturing and sale of baked goods Retail sale of groceries and beverages Manufacturing and sale of baked goods Retail sale of groceries and beverages Retail sale of groceries and beverages Retail sale of groceries and beverages Manufacturing and sale of baked goods	$ 244,868 (US$ 7,990) 67,423 (US$ 2,200) 61,294 (US$ 2,000) 61,294 (US$ 2,000) 245,175 (US$ 8,000) 61,294 (US$ 2,000) 199,204 (US$ 6,500) 15,323 (US$ 500) - 61,294 (US$ 2,000) 76,617 (US$ 2,500) 30,647 (US$ 1,000) 122,587 (US$ 4,000) 61,294 (US$ 2,000) 704,877 (US$ 23,000) 8,654 (RMB 2,000) 57,822 (RMB 13,363) 201,595 (RMB 46,590) 16,014 (RMB 3,701)	Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment	$ - - - - - - - - - - - - - - - - - - -	$ - - - - - - - - - - - - - - - - - - -	$ - - - - - - - - - - - - - - - - - - -	$ - - - - - - - - - - - - - - - - - - -	$ 65,370 (13,953) 8,146 (123,054) 14,075 (49,323) 5,434 (52,737) (1,049) 6,303 (3) 29,978 (942) (14,599) 36,179 (962) (63,841) (5,529) 47	100.0 100.0 100.0 100.0 25.0 100.0 61.5 100.0 100.0 100.0 100.0 100.0 100.0 100.0 25.0 100.0 85.0 100.0 100.0	$ 65,370 (13,953) 8,227 (123,054) 3,519 (49,323) 3,342 (52,737) (1,049) 5,654 (3) 29,978 (942) (14,599) 8,924 (962) (54,264) (5,529) 47	$ 1,103,511 19,913 105,967 108,265 19,306 40,710 106,003 (25,280) - 99,536 82,424 135,214 72,677 (23,878) 195,968 15,760 49,727 22,990 410	$ - - - - - - - - - - - - - - - - - - -	Note 1 Note 1 Notes 1 and 2 Note 1 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Note 1 Notes 1 and 2 Notes 1 and 2 Note 1 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2

(Continued)

63 -

Investee Company	Main Businesses and Products	Main Businesses and Products	Total Amount of Paid-in Capital (RMB in Thousands)	Method of Investment	Accumulated Outflow of Investment from Taiwan as of January 1, 2023	Remittance of Funds	Remittance of Funds	Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2023	Net Income (Loss) of the Investee	% Ownership of Direct or Indirect Investment	Investment Gain (Loss)	Carrying Amount as of December 31, 2023	Accumulated Repatriation of Investment Income as of December 31, 2023	Note
						Outward	Inward
Wuhan Jing Way Food & Beverage Ltd. Jin Wei Industrial (Shanghai) Ltd. Guangzhou 85 Degree Food & Beverage Management Ltd. Mai-Jia (Chengdu) Food Ltd. 85 Degrees (Jiangsu) Food Ltd. Jia Ding Jing Way Food & Beverage Ltd. Kunshan 85 Food & Beverage Ltd. Sheng-Pin (Dongguan) Food Ltd. Shanghai Minhang Jinxia Food & Beverage Ltd. Kunshan Jin Wei Industrial Ltd. 85 Degree (Qingdao) Food & Beverage Management Ltd. Qingdao Jie Wei Food & Beverage Management Ltd. He-Shia Food & Beverage Ltd. Wuhan Jing Way Food & Beverage Ltd. Beijing 85 Food & Beverage Ltd. Sheng-Pin (Beijing) Food Ltd. Jin Wei Industrial (Shanghai) Ltd. Xia He Wei (XiaMen) Trading Limited.	Retail sale of groceries and beverages Retail sale of groceries Retail sale of groceries and beverages Manufacturing and sale of baked goods Manufacturing and sale of baked goods Retail sale of groceries and beverages Retail sale of groceries and beverages Manufacturing and sale of baked goods Retail sale of groceries and beverages Retail sale of groceries Retail sale of groceries and beverages Retail sale of groceries and beverages Retail sale of groceries and beverages Manufacturing and sale of baked goods Retail sale of groceries		$ 199,042 (RMB 46,000) 8,654 (RMB 2,000) 90,867 (RMB 21,000) 107,093 (RMB 24,750) 704,877 (US$ 23,000) 4,327 (RMB 1,000) 43,270 (RMB 10,000) 302,890 (RMB 70,000) 12,981 (RMB 3,000) 4,327 (RMB 1,000) 6,491 (RMB 1,500) 199,042 (RMB 46,000) 245,175 (US$ 8,000) 199,204 (US$ 6,500) 2,164 (RMB 500)	Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment Direct investment	$ - - - - - - - - - - - - - - -	$ - - - - - - - - - - - - - - -	$ - - - - - - - - - - - - - - -	$ - - - - - - - - - - - - - - -	$ (64) 75,100 5,503 (1,118) 36,179 6,044 (20,872) 5,590 (199) (28,704) (2,338) (64) 14,075 5,434 44,001	56.5 100.0 100.0 100.0 75.0 100.0 100.0 100.0 100.0 100.0 100.0 43.5 75.0 38.5 100.0	$ (36) 76,050 5,503 (990) 26,772 6,044 (20,872) 5,666 (199) (28,704) (2,338) (28) 10,556 2,092 44,001	$ 44,626 391,104 4,698 88,077 642,516 24,926 38,848 300,400 11,549 (35,504) 1,114 34,328 57,918 66,360 77,438	$ - - - - - - - - - - - - - - -	Notes 1 and 2 Note 1 Notes 1 and 2 Notes 1 and 2 Note 1 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2 Notes 1 and 2

Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2023		Investment Amounts Authorized by the Investment Commission, MOEA			Upper Limit on the Amount of Investment Stipulated by the Investment Commission, MOEA
NA		NA			NA

Note 1: The exchange rate was US$1=NT$30.647, RMB1=NT$4.327 as of December 31, 2023.

Note 2: The carrying amount was based on the net assets of the investee whose financial statements were not audited as of December 31, 2023.

(Concluded)

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TABLE 9

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2023

Name of Major Shareholder	Shares	Shares
	Number of Shares	Percentage of Ownership (%)
Infinity Emerging Markets Limited Wu Cheng-Hsueh Henderson I Yield Growth Limited	41,307,045 26,105,400 14,910,723	22.94 14.50 8.28

Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
65 -
COMPARISON TABLE FOR ARTICLE OF ASSOCIATION OF THE COMPANY BEFORE AND AFTER REVISION:

Comparison Chart: Amendment and Restated Articles of Association	Comparison Chart: Amendment and Restated Articles of Association	Comparison Chart: Amendment and Restated Articles of Association
Amended and Restated	Original	Analysis
2.(a)(xxx) An ordinary share of par value NTD10 each in the share capital of the Company;cannot be converted into no par value shares;	2.(a)(xxx) An ordinary share of par value NTD10 each in the share capital of the Company;	Revised per regulatory regime in Taiwan.

25. For as long as the Company's shares are listed on the Designated Stock Market, the Board shall prepare a manual setting out the agenda of a general meeting … at leastthirty (30)days prior to a general annual meeting … at the general meeting.~~However,~~ ~~in the event the Company’s ~~ ~~total paid-in capital as of~~ ~~the close of the most recent~~ ~~financial year reaches~~ ~~NT$10 billion or more, or~~ ~~when the aggregate number~~ ~~of Shares held by the~~ ~~foreign investors and~~ ~~Mainland Chinese investors~~ ~~reached thirty percent~~ ~~(30%) or more as recorded~~ ~~in the Register at the time~~ ~~of holding of the general~~ ~~meeting in the most recent~~ ~~financial year, the Company~~ ~~shall upload the electronic~~ ~~files of the abovementioned~~ ~~manual and relevant~~ ~~information thirty (30) days~~ ~~prior to the scheduled date~~ ~~of the relevant annual~~ ~~general meeting.~~	25. For as long as the Company's shares are listed on the Designated Stock Market, the Board shall prepare a manual setting out the agenda of a general meeting … at least twenty-one (21) days prior to a general annual meeting … at the general meeting. However, in the event the Company’s total paid-in capital as of the close of the most recent financial year reaches NT$10 billion or more, or when the aggregate number of Shares held by the foreign investors and Mainland Chinese investors reached thirty percent (30%) or more as recorded in the Register at the time of holding of the general meeting in the most recent financial year, the Company shall upload the electronic files of the abovementioned manual and relevant information thirty (30) days prior to the scheduled date of the relevant annual general meeting.	Revised per regulatory regime in Taiwan.
118. Where a Director is or maybe in breach of … may request the~~Independent~~ ~~Directors of~~Audit	118. Where a Director is or maybe in breach of … may request the Independent Directors of Audit	Revised per regulatory regime in Taiwan.

	Committee, if permitted by Applicable Law, to institute a lawsuit … In case that the ~~Independent Directors of~~ Audit Committee~~fail~~fails to institute a lawsuit … as the court of first instance.	Committee, if permitted by Applicable Law, to institute a lawsuit … In case that the Independent Directors of Audit Committee fail to institute a lawsuit … as the court of first instance.

03. APPENDIX

ARTICLE OF ASSOCIATION OF THE COMPANY

COMPANY LIMITED BY SHARES

THE COMPANIES ACT (As Amended)

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

Gourmet Master Co. Ltd.

(as adopted by Special Resolution dated June 5, 2025)

The name of the Company is Gourmet Master Co. Ltd.
The Registered Office shall be at the offices of Portcullis (Cayman) Ltd, the Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies.
Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.
Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Act (as amended).
Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
If the Company is exempted, it shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The share capital of the Company is NT$8,500,000,000 divided into 850,000,000 ordinary voting shares of a nominal or par value of NT$10 each.

Page Interpretation .............................................................................................................................. 1 Shares ......................................................................................................................................... 6 Register of Members .................................................................................................................. 8 Transfer and Transmission of Shares ......................................................................................... 8 Alteration of Capital ................................................................................................................ 10 REDEEMABLE SHARES AND PURCHASE OF SHARES ................................................ 11 Pre-Emptive Rights of Existing Members ............................................................................... 13 General Meetings ..................................................................................................................... 14 Requisition of General Meetings ............................................................................................. 15 PROceedings at General meetings ........................................................................................... 15 Votes of Members .................................................................................................................... 18 Proxies...................................................................................................................................... 21 Annulment of Resolutions ....................................................................................................... 23 Appraisal right of dissenting members .................................................................................... 23 Corporations Acting by Representatives at Meeting ............................................................... 25 Directors and Officers .............................................................................................................. 25 Powers and Duties of Directors ............................................................................................... 28 Disqualification and Removal of Directors ............................................................................. 30 Proceedings of Directors .......................................................................................................... 32 Seals and Deeds ....................................................................................................................... 35 Dividends and Reserve ............................................................................................................ 35 Capitalisation of Profits ........................................................................................................... 37 Accounts .................................................................................................................................. 37 AUDIT COMMITTEE ............................................................................................................ 38 Winding Up .............................................................................................................................. 39 Notices ..................................................................................................................................... 40 Record Date AND CLOSURE PERIOD OF REGISTER OF MEMBERS ............................ 42 Amendment of Memorandum and Articles ............................................................................. 42 Organisation Expenses ............................................................................................................. 42 Offices of the Company ........................................................................................................... 42 Indemnity ................................................................................................................................. 42

Legal – 953067.1

FW/aw/#320489

THE COMPANIES ACT (As Amended) COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Gourmet Master Co. Ltd .

(as adopted by Special Resolution dated June 5, 2025)

INTERPRETATION

The Regulations contained or incorporated in Table A of the First Schedule of the Companies Act (As Amended) shall not apply to this Company.
(a) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires:
(i) Subsidiary Any other person or entity that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with the Company For the purposes of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”), shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of the Company, whether through ownership of voting securities, by contract, agency or otherwise;
(ii) Articles These Articles of Association as from time to time amended by Special Resolution;
(iii) Applicable Law The laws of the ROC, the rules of the Designated Stock Market, the Law or such other rules or legislation applicable to the Company;
(iv) Approved Stock A stock exchange listed in the Fourth Exchange Schedule to the Law;
(v) Board The board of directors appointed pursuant to these Articles and acting at a meeting of directors at which there is a quorum in
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accordance with these Articles;

(vi) capital redemption a reserve established by the Company for the reserve purpose of section 37(4) of the Law which shall comprise of, inter alia, (i) where shares of the Company are redeemed or purchased wholly out of the Company's profits, amounts by which the Company's issued share capital is diminished in accordance with section 37(3)(g) of the Law on cancellation of the shares redeemed or purchased; (ii) where shares of the Company are redeemed or purchased wholly or partly out of the proceeds of a fresh issue and the aggregate amount of those proceeds is less than the aggregate nominal value of the shares redeemed or purchased, the amount of such difference, unless section 37(3)(c) of the Law applies; (iii) where shares of the Company are redeemed or purchased out of capital and the capital payment for shares redeemed or purchased and cancelled is less than their nominal amount, the amount of such difference, subject to section 37(5)(f) of the Law; subject to any reduction in accordance with section 37(5)(e) of the Law and other provisions of the Law;

(vii) Company Gourmet Master Co. Ltd.; (viii) Compensation the compensation committee formed by the Committee Board pursuant to Article 91 hereof.
(ix) Cumulative Voting The voting mechanism for an election of Directors as described in Article 61(b);
(x) Designated Stock The Taiwan Stock Exchange Corporation; Market
(xi) Directors The directors of the Company for the time being or, as the case may be, the directors assembled as a board;
(xii) Family Relationship In respect of a person, means another person within Second Degree who is related to the first person either by of Kinship blood or by marriage of a member of the family and within the second degree to include the parents, siblings, grandparents, children and grandchildren of the person as well as spouse’s parents, siblings and grandparents;
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(xiii) Independent Directors As defined in the Securities and Exchange Act of the ROC and rules and regulations promulgated thereunder;
(xiv) Joint Operation A contract between the Company and one or Contract more person(s) or entity(ies) where the parties to the contract agree to pursue the same business venture and jointly bear losses and enjoy profits arising out of such business venture in accordance with the terms of such contract;
(xv) Law The Companies Act as amended of the Cayman Islands and any amendment or other statutory modification thereof and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force;
(xvi) Lease Contract A contract or arrangement between the Company and any other person(s) pursuant to which such person(s) lease or rent from the Company the necessary means and assets to operate a material or substantial part of the business of the Company in the name of such person and for the benefits of such person, and as consideration, the Company receives a predetermined compensation from such person;
(xvii) Litigious or NonA person appointed by the Company pursuant Litigious Agent to the Applicable Law as the Company’s responsible person in the ROC.
(xviii) Management Contract A contract or arrangement between the Company and any other person(s) pursuant to which such person(s) manage and operate the business of the Company in the name of the Company and for the benefits of the Company, and as consideration, such person(s) receive a pre-determined compensation while the Company continues to be entitled to the profits (or losses) of such business;
(xix) Member A person who is registered in the Register of Members as the holder of any Share in the Company;
(xx) month a calendar month;
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(xxi) Merger the merging of two or more companies, one of which is the Company, and the vesting of their undertaking, property and liabilities in one of such company as the surviving company within the meaning of the Law and the Applicable Law;
(xxii) Notice written notice unless otherwise specifically stated and as further defined in these Articles;
(xxiii) NTD
New Taiwan Dollar;
(xxiv) Ordinary Resolution a resolution shall be an ordinary resolution when it has been passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by a majority of more than one-half of the votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which the quorum is present;
(xxv) Registered Office The registered office of the Company as provided in Section 50 of the Law;
(xxvi) Register of Members The register of Members to be kept pursuant to section 40 of the Law;
(xxvii) ROC The Republic of China;
(xxviii)Secretary
Any person appointed by the Directors to perform any of the duties of the secretary of the Company and including any assistant secretary;
(xxix) Seal The common seal of the Company (if applicable) or any facsimile or official seal (if applicable) for the use outside of the Cayman Islands;
(xxx) Share An ordinary share of par value NTD10 each in the share capital of the Company; cannot be converted into no par value shares;
(xxxi) Special Resolution A resolution shall be a special resolution when it has been passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by
5 -
a majority of not less than two-thirds of the votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which the quorum is present, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles or the Law;
(xxxii) Treasury Shares
Shares that were previously issued but were purchased, redeemed, otherwise acquired by or surrendered to the Company which are held by the Company and not cancelled; and
(xxxiii)Audit Committee
A committee of the Board of Directors, comprised solely of Independent Directors of the Company.
(xxxiv)Merger and Acquisition Events
- Consolidation, amalgamation, acquisition of material portion of shares or assets, spin-off, share splitting, or share exchange of the Company.
(xxxv) Nature of Business Equity holding company
(b) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined.
(c) In these Articles unless the context otherwise requires:-
(i) words importing the singular number shall include the plural number and vice-versa;
(ii) words importing the masculine gender only shall include the feminine gender;
(iii) words importing persons only shall include companies or associations or bodies of persons whether incorporated or not;
(iv) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to “in writing” and “written” shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and
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(v) “may” shall be construed as permissive and “shall” shall be construed as imperative.
(d) Heading used herein are intended for convenience only and shall not affect the construction of these Articles.
(e) Section 8 of the Electronics Transactions Law (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.
(f) When conducting business, the Company shall comply with laws and regulations as well as business ethics and may take actions which will promote public interests in order to fulfil its social responsibilities.

(a) Subject to the provisions, if any, in that behalf in the Memorandum of Association, these Articles (including Article 3(b) in particular), the rules of the Designated Stock Market, and without prejudice to any special rights previously conferred on the holders of existing Shares, any Share may be issued (whether forming part of the original or any increased capital and including fraction shares) with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of Share capital or otherwise, as the Company may from time to time by Special Resolution determine; provided, however, the Memorandum and these Articles shall be amended with the sanction of a Special Resolution to stipulate the rights, benefit and restriction of such preferred shares and the authorised number of the preferred shares.
(b) If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class or by proxy at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply.
(c) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
(d) Subject to the provisions of Section 37 of the Law and to the extent permitted by the Applicable Law, any Share may, with the sanction of a Special Resolution, be issued on the terms that it is, or at the option of the Company or the holder is liable, to be redeemed.
(e) Subject to Applicable Law and the requirements of these Articles, the Company may, by a majority vote cast at a meeting of the Board with twothirds (2/3) or more of the total number of Directors present at the Board
7 -

meeting, grant such number of employee stock options, and set forth the terms of employee stock option issuance and exercise plan. Employee stock options may be granted to the employees of the Company and/or of the Company's Subsidiary(ies) in accordance with the Applicable Law. A total of 8,500,000 shares among the authorised shares of the Company should be reserved for issuing shares upon an exercise of the employee stock options. The employee stock option shall not be transferrable, except transfer by inheritance or intestacy.

(f) Subject to Applicable Law and the requirements of these Articles, employee bonus, including bonus to employees of a Subsidiary of the Company, may be granted in the form of new share issuance at the sole discretion of the Board.
(g) Subject to these Articles and the rules of the Designated Stock Market, where the Board proposes to issue any shares to the employees of the Company and/or its Subsidiaries with deferred rights or subject to restrictions (whether contractual or otherwise) in accordance with the terms of their issue, such issuance shall be subject to the prior approval of the Members by way of Special Resolution. The amount, price and terms of any such restricted shares shall be determined in accordance with the Applicable Law.
(h) No share shall be issued to bearer.
(i) Shares of the Company may be issued in uncertificated/scripless form.
(j) Notwithstanding any other provision in these Articles, all shares of the Company must be fully paid up upon issue.
Every person whose name is entered as a Member in the Register of Members shall be entitled, without payment, to a certificate of the Company specifying the Share or Shares held by him and the amount paid up thereon within thirty (30) days from the date that the name of Member is entered in the Register of Members in respect of such shares acquired by such Member, issue share certificates in accordance with these Articles and deliver the share certificates to the Members, unless the shares of the Company are issued in scripless form. In respect of a Share or Shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. The Company shall publicly announce in the manner permitted by Applicable Law the time and procedure for Members to collect the share certificates. Where the shares are issued in scripless form and where applicable, the Company shall procure and instruct the Taiwan Depository & Clearing Corporation to make the necessary book entries to reflect the entitlement of the relevant Member in accordance with the Applicable Law.
If a share certificate is defaced, lost or destroyed it may be renewed on payment of such fee, if any, and on such terms, if any, as to evidence and indemnity, as the Directors think fit.
Except as required by law, no person shall be recognised by the Company as holding any Share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent,
8 -

future or partial interest in any Share (except only as by these Articles or by law otherwise provided or under an order of a court of competent jurisdiction) or any other rights in respect of any Share except an absolute right to the entirety thereof in the registered holder, but the Company may in accordance with the Law issue fractions of Shares.

Subject to the requirements of these Articles (in particular, Article 18) and Applicable Law, the issuance of Shares shall be at the disposal of the Board of Directors as resolved by a majority vote cast at a meeting of the Board with twothirds (2/3) or more of the total number of Directors present at the Board meeting, and they may (subject to the provisions of the Law) offer, allot, grant options over, or otherwise dispose of them to such persons, on such terms and conditions as the Directors may in their absolute discretion determine, but so that no Share shall be issued at a discount, except in accordance with the provisions of the Law.
7.1 Where a subscriber delays payment for subscribed shares as provided in the preceding article, the Company shall fix a period of not less than one month and call upon each subscriber to pay up, declaring that in case of default of payment within the required period the right of such subscriber shall be forfeited. After the Company has made the aforesaid call, a subscriber who fails to pay accordingly shall forfeit their rights and the shares subscribed shall be otherwise sold.

REGISTER OF MEMBERS

7A. The Board shall cause to be kept in one or more books a Register of Members which may be kept outside the Cayman Islands at such place as the Directors shall appoint.
7B. The Board may cause to be kept in any country or territory one or more branch registers of such category or categories of members as the Board may determine from time to time and any branch register shall be deemed to be part of the Company’s Register of Members. Where a branch register is kept, the Company shall cause to be kept at the place where the principal register of members of the Company is kept a duplicate of any branch register duly entered up from time to time within twenty-one days (or within such other time period required under the Law) after establishing such branch register or making changes to the details recorded in the branch register.
7C. Any register maintained by the Company in respect of listed shares, which are defined as the shares of the Company traded or listed on an Approved Stock Exchange, may be kept by recording the particulars set out in section 40 (as amended from time to time) of the Law in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant Approved Stock Exchange provided that if a listed shares register is maintained, the Company must also maintain, in respect of any shares of the Company which are not listed shares, a separate register of members in accordance with section 40 (as amended from time to time) of the Law.

TRANSFER AND TRANSMISSION OF SHARES

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual form or in any other form which the Board may approve and
9 -

shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers.

9A. Any transfer in respect of shares of the Company which are traded or listed on an Approved Stock Exchange may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the relevant Approved Stock Exchange that are or shall be applicable to such shares of the Company which are traded or listed on such an Approved Stock Exchange.
9B. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect of it.
9C. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists.
(2) The Board in so far as permitted by any Applicable Law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register of Members to any branch register or any share on any branch register to the Register of Members or any other branch register.
(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register of Members shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register of Members or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant branch registrar, and, in the case of any shares on the Register of Members, at the Registered Office or such other place at which the Register of Members is kept in accordance with the Law.
9D. Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer relating to shares in certificated form unless:
(a) the instrument of transfer is in respect of only one class of share;
(b) the instrument of transfer is lodged at the Registered Office or such other place at which the Register of Members is kept in accordance with the Law or the relevant registration office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and
10 -
(c) if applicable, the instrument of transfer is duly and properly stamped.
9E. If the Board refuses to register a transfer of any share, it shall, within two months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.
9F. Subject to Article 127, the registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in an appointed newspaper or any other newspapers or by any other means in accordance with the requirements of the Designated Stock Market to that effect be suspended at such times and for such periods as the Board may determine.
Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a Member in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt person could have made.
A person becoming entitled to a Share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share, except that he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

ALTERATION OF CAPITAL

The Company may from time to time by Special Resolution alter the conditions of its Memorandum of Association to increase the share capital by such sum, to be divided into new Shares of such amount, as the resolution shall prescribe.
Subject to any direction to the contrary that may be given by the Company in general meeting and these Articles, all new Shares shall be at the disposal of the Directors in accordance with Article 7.
The new Shares shall be subject to the same provisions as the Shares in the original share capital..
The Company may by Special Resolution:
(a) subject to compliance with Applicable Law, consolidate any of its share capital into Shares of larger amount than its existing Shares;
(b) subject to compliance with Applicable Law, sub-divide its existing Shares, or any of them, into Shares of smaller amount than is fixed by the Memorandum of Association, subject nevertheless to the provisions of section 13 of the Law; and
(c) cancel any Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.
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The Company may from time to time by Special Resolution, subject to any confirmation or consent required by the Law, reduce its share capital (including by way of cancellation of issued shares) or any capital redemption reserve or other undistributable reserve in any manner permitted by law. Where a reduction of issued share capital is to be effected by way of cancellation of issued shares, the number of issued shares to be cancelled against each Member’s shareholding shall be determined on a pro rata basis (rounded up or down to the nearest whole number as determined by the Board) based on the total number of issued shares held by such Member relative to the total number of issued shares.

REDEEMABLE SHARES AND PURCHASE OF SHARES

Subject to the compliance with the Applicable Law,
(a) Subject to the Law and these Articles and, where applicable, the rules of the Designated Stock Market and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares, including a purchase of shares in connection with Article 55 or paragraph (b) below and to accept the surrender of its fully paid up shares without consideration. Unless a purchase is made in connection with Article 55, any purchase by the Company of Shares listed on the Designated Stock Market (other than a purchase that involves a pro rata purchase and cancellation of shares of the Company among all the Members which shall also be subject to approval by way of Ordinary Resolution under Article 17(g)) shall be approved by consent of majority of the Directors present at the meeting attended by two-thirds (2/3) or more of the total number of Directors, and the relevant board resolution approving the purchase and execution thereof by the Company (or lack thereof) shall be reported in the following general meeting of the Members. The Company may make payments in respect of the purchase of its shares out of capital or out of any other account or fund legally available in accordance with the Law.
(b) Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may be cancelled immediately or held as Treasury Shares in accordance with the Law and on such terms and conditions as determined by the Directors. In the event that the Directors do not resolve that the relevant shares are to be held as Treasury Shares, such shares shall be cancelled.
(c) No dividend may be declared or paid, and no other distribution (whether in cash, shares, bonus issue or otherwise) of the Company's assets (including any distribution of assets to Members on a winding up) may be declared or paid in respect of a Treasury Share.
(d) The Company shall be entered in the Register as the holder of the Treasury Shares provided that:
(i) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;
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(ii) any Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Law; and
(iii) subject to other provisions in these Articles, Treasury Shares may be disposed of, transferred or cancelled by the Company on such terms and conditions as determined by the Directors.
(e) Without prejudice to the generality of Article 17(d)(iii) and subject to compliance with the Law, the Company may transfer the Treasury Shares to the employees of the Company and/or of the Company's Subsidiary(ies), and the Board may impose a lock-up period restricting the transfer of any Treasury Shares transferred to the employees pursuant to this Article 17(e) for a term of up to two (2) years, provided, however, if the Company shall transfer the Treasury Shares to the employees of the Company and/or of the Company's Subsidiary(ies) for a consideration that is less than the consideration paid by the Company, such transfer of Treasury Shares is subject to approval by the Members by way of a Special Resolution passed at a general meeting of the Members, and the following matters shall be specified with reasonable explanation in the notice of such general meeting of the Members:
(i) consideration receivable by the Company for the disposal of the Treasury Shares and the applicable discount rate as determined by reference to the consideration paid by the Company as well as calculation basis and an assessment of the reasonableness thereof;
(ii) number of Treasury Shares subject to the transfer, purpose of the transfer and an assessment of the reasonableness thereof;
(iii) qualification requirements of employee(s) eligible to purchase such Treasury Shares and the number of Treasury Shares to be purchased by such employee(s); and
(iv) effects on the share capital, share premium and profits and loss of the Company, including the amount to be booked as expenses of the Company relating to the transfer, the dilution effect on the Company's per share earning, and any adverse effect on the Company's financial circumstances that may be caused by disposing the Treasury Shares for a consideration that is less than the consideration paid by the Company.

The foregoing matters shall not be discussed or submitted for voting or proposed for discussion or approval at a general meeting unless they have been included in the notice of such general meeting.

(f) The aggregate number of Treasury Shares to be purchased by the employees of the Company and/or of the Company's Subsidiary(ies) pursuant to approvals obtained at one or more general meetings of the Members under paragraph (e) above may not, whether in a single or series of transaction(s), exceed five percent (5%) of the total issued shares of the Company at any
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time, and the total cumulative amount of shares purchased by any single employee may not, in a single or series of transaction(s), exceed 0.5% of the Company's total number of issued shares at any time.

(g) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Market and/or any competent regulatory authority, the Company may by Ordinary Resolution authorize and approve a repurchase of its own shares from all of the Members, provided that
(i) The number of shares to be repurchased pursuant to a repurchase of Shares described in this Article 17 (g) shall be pro-rata among the Members in proportion to the number of shares held by each such Member (rounded up or down to the nearest whole number as determined by the Board) and all repurchased shares shall be cancelled;
(ii) In connection with a repurchase of shares, the Company may make payments in respect of the repurchased shares either in cash or in kind out of any account or funds legally available therefor. The value and amount of any payment in kind shall be determined and approved at the general meeting of the Members and consented to by the Members receiving such payment in kind in writing as consideration for the repurchased shares, and the Board shall have a ROC certified public accountant issue an appraisal and/or audit report in respect of the value and amount of the payment in kind as consideration prior to the general meeting.

Subject to compliance with the above, any approval granted by the Members in accordance with this Article 17(g) shall be binding on each and every Member(s) irrespective of whether such Member was a Member at the time that such approval was granted or whether such Member had abstained from voting, voted for or against such resolution at the general meeting approving such repurchase of shares of the Company and no further transfer document(s) shall be required from any Member whose shares are subject to the repurchase to effect the transfer of the repurchased shares to the Company for cancellation and/or for implementation of the repurchase of shares authorized in accordance with this Article 17(g), save and except where the repurchase price is payable in kind then the written consent of the relevant Member receiving such payment in kind shall be required.

PRE-EMPTIVE RIGHTS OF EXISTING MEMBERS

The Company shall, when conducting any share offerings other than issuance of shares resulting from or in connection with any Merger, consolidation, amalgamation, split-off, asset acquisition, group reorganisation, share swap, share subdivision, exercise of share options, warrants or awards granted to employees, conversion of convertible securities or debt instruments or pursuant to resolutions of the Board passed conditionally or unconditionally before the date these Articles became effective, subject to the Employees Pre-emptive Rights (if any), grant to the Members pre-emptive rights (the “ Members Pre-emptive Rights” ) to subscribe for new shares of the Company in proportion respectively to their then shareholdings and advise Members, by public announcement in such manner as may be permitted by the Applicable Law and give notice to the Members of their pre-emptive rights, unless a general meeting has adopted an Ordinary Resolution to waive the pre-emptive rights
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that the Members are originally entitled to hereunder to such extent as approved. The Company may, if so resolved by the Board, grant to the employees (the “ Employees Pre-emptive Rights”) of the Company and/or of the Company’s Subsidiary(ies) preemptive rights to subscribe for 10% to 15% of the total number of shares offered in the above-mentioned share offering and the Member’s Pre-emptive Rights shall be made subject to the Employee’s Pre-emptive Rights; provided, however, that the Board may imposes a lock-up period restricting the transfer of any shares subscribed by the Employees pursuant to this Article 18 up to a term of two (2) years. The Company shall include in its notice to the Members an explanation relating to the share offering and procedures as to how their pre-emptive rights may be exercised, and shall specify the terms and conditions (as determined by the Board in its absolute discretion) in accordance with which the Members may exercise their pre-emptive rights. The Company shall also indicate in the notice that Members’ failure to exercise their pre-emptive right in the manner so specified (including failing to exercise pre-emptive right prior to the deadline) shall be deemed as waiver to such right. Where an exercise of the pre-emptive rights may result in fractional entitlement, the fractional entitlements of two or more Members may be combined to jointly subscribe for one or more whole new shares or for subscription of whole new shares or for subscription of whole new shares in the name of a single Member, subject to compliance with such directions and terms and conditions as determined by the Board. Any share not taken up in the share offering may be offered by the Company to the public or for subscription by designated person(s).

When the Company conducts a share offering other than issuance of shares resulting from or in connection with any Merger, consolidation, split-off, amalgamation, asset acquisition, group reorganization, share swap, share subdivision, exercise of share options, warrants or awards granted to employees, conversion of convertible securities or debt instruments within the ROC in accordance with the ROC Securities Exchange Act and the ROC Regulations Governing the Offering and Issuance of Securities by Foreign Securities Issuers, unless the ROC competent authority deems the public offering of the new share unnecessary or inappropriate, ten percent (10%) or any greater percentage as resolved by the Member at a general meeting (if any) of the total number of new shares to be issued shall be made available for public investors by way of public offering within the ROC in accordance with Applicable Law.

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting no later than six (6) months after the close of each fiscal year. General meetings other than annual general meetings shall be called extraordinary general meetings. The Board may whenever they think fit, convene an extraordinary general meeting.
A general meeting of the Company shall be convened by the Board and held at such time and place as may be determined by the Board. Such meeting shall be convened in the ROC, and may be convened outside the territory of the ROC only if an application has been submitted to the Designated Stock Market for approval within two (2) days after the date the Board resolve to convene such meeting, and such approval has been obtained by the Company.
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When a general meeting is convened outside the territory of the ROC, the Company shall appoint an agent of stock affairs within the ROC to administer and handle affairs relating to voting by Members at such general meeting. The Members may, by Special Resolution, adopt or amend any rules and procedures, including the Procedural Rules of General Meeting of Members attached to these Articles in Schedule 1 which form part of these Articles, governing the general meetings of the Members. In the event of any inconsistency between the main content of these Articles and Schedule 1, Schedule 1 shall prevail to the extent permitted by Applicable Laws.

REQUISITION OF GENERAL MEETINGS

One or more Member(s) of the Company holding three-percent (3%) or more of the total number of the outstanding voting shares of the Company continuously for a period of one (1) year or more may, by filing with the Company a written proposal setting forth therein the subjects for discussion, consideration and approval and the reasons thereof, request the Board to convene an extraordinary general meeting. If the Board fails to give notice for convening an extraordinary general meeting within fifteen (15) days after receiving such request, the proposing Member(s) may convene an extraordinary general meeting by sending out a notice of general meeting in accordance with Article 24. Shareholders continuously holding 50% or more of the total number of outstanding shares of a company for a period of three months or a longer time may convene a special shareholders’ meeting. The calculation of the holding period and holding number of shares in the preceding paragraph shall be based on the holding at the time of share transfer suspension date. The Board will not be required to prepare the manual referred to in Article 25 where a general meeting is convened by Member(s). Such meeting shall be held within the ROC and may be convened outside the territory of the ROC only if an application has been submitted to the Designated Stock Market for approval.

PROCEEDINGS AT GENERAL MEETINGS

Thirty (30) days’ notice for annual general meeting and fifteen (15) days’ notice for extraordinary meeting at the least (exclusive of the day on which the notice is given as well as the day on which the meeting is held) specifying the place, the day and the hour of meeting and, in the case of special business, the general nature of that business shall be given in manner hereinafter provided, or in such other manner (if any) as may be prescribed by the Company in general meetings, to such persons as are entitled to vote or may otherwise be entitled under the Articles of the Company to receive such notices from the Company; but with the consent of all the Members entitled to receive notice of some particular meeting, that meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.
For as long as the Company's shares are listed on the Designated Stock Market, the Board shall prepare a manual setting out the agenda of a general meeting of Members (including all the subjects and matters to be resolved at the meeting), and shall make public announcement(s) by uploading the content of the manual any other supplemental information to an electronic database designated by the Designated Stock Market at least thirty (30) days prior to a general annual meeting and at least
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fifteen (15) days prior to an extraordinary annual meeting. Such manual shall be distributed to the Members attending the general meeting in person, by proxy or by corporate representative(s)(where the Member is a corporation) at the general meeting.

For as long as the Company’s shares are listed on the Designated Stock Market, the Board shall prepare, and make public announcement(s) relating to the notice of the general meeting, proxy instrument, matters for discussion, and where applicable, information relating to the election or removal of directors, by uploading such information to an electronic database designated by the Designated Stock Market at least thirty (30) days prior to a general annual meeting and at least fifteen (15) days prior to an extraordinary annual meeting. Where the Board has resolved to allow Members to exercise their voting power and cast their votes by a written instrument approved by the Board in accordance with Article 49, the Company shall distribute the above information together with the written instrument approved by the Board to the Members.
Any Member holding not less than one per cent (1%) of the Company’s total and outstanding shares may submit a proposal in writing or by way of electronic transmission to the Company for discussion at an annual general meeting. The Company shall give a public notice in such manner as permitted by Applicable Law at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. A shareholder proposal urging the Company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. A proposal submitted for discussion at an annual general meeting shall not be accepted when the Member submitting such proposal holds less than one cent (1%) of the Company’s total and outstanding shares, or where proposal consists of a matter which shall not be resolved by a resolution of the general meeting in accordance with or under the Applicable Laws, or where more than one matter is included proposal, or the proposal is submitted after the expiration of the specified period determined by the Board, in which case, the rejected proposal shall not be discussed at the annual general meeting. Subject to Article 28 and to the extent permitted under the Law, a Member may, if so approved by the chairman of the relevant general meeting, bring forward any matter(s) during a general meeting for the consideration, discussion or approval by the Members at such general meeting, provided such matter(s) is directly related to a matter included in the notice of general meeting.
Subject to Article 103, the following matters may not be considered, discussed or proposed for approval at a general meeting unless they have been included in the notice of general meeting with reasonable amount of explanation, which may also be posted on the website designated by the regulator in charge of securities affairs or the Company, and such website shall be indicated in the above notice:
(a) any election or removal of Directors;
(b) any amendment or modification to the Memorandum of Association or these Articles, including any change of the Company name;
(c) any dissolution, voluntary winding-up, Merger, consolidation, amalgamation or split-up of the Company;
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(d) any proposal for the Company to enter into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;
(e) transfer whole or any substantial part of the Company’s business or assets;
(f) acquisition of whole of the business or assets of a third-party, which materially affects the operation of the Company;
(g) any issuance of equity-linked securities of the Company by way of private placement, reduction of capital, application for the approval of ceasing the status as a public company;
(h) to the extent permitted by Applicable Law, any proposal to approve a Director to engage in competitive activities with the Company;
(i) upon recommendation of the Board, unless otherwise approved by the Board under Article 103 where applicable, any proposal to distribute cash and/or stock dividends or distributions out of surplus in whole or in part by way of issuance of new shares of the Company;
(j) transfer of Treasury Shares to the employees of the Company and/or of the Company's Subsidiary(ies) for a consideration that is less than the consideration paid by the Company in accordance with Article 17(e) ;
(k) issuance of any shares of the Company with deferred rights or subject to restrictions (whether contractual or otherwise) in accordance with the terms of their issue to the employees of the Company and/or its Subsidiaries; and
(l) reserve distributed in the form of new shares or cash.
Save as herein otherwise provided (in particular, Article 30) and subject to any additional requirements provided for under these Articles, one or more Members holding in the aggregate more than one-half (1/2) of the total issued share capital of the Company present in person or by proxy and entitled to vote shall be a quorum for convening a general meeting. If the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting of the Company held during such time.
No business shall be transacted at any general meeting unless a quorum of Members is present at the time that the meeting proceeds to business. If a quorum of Members is not present at the commencement time of the general meeting, the chairman of the general meeting may postpone the commencement time of the general meeting not more than twice provided that the total postponement time shall not exceed one hour from the original commencement time. If after two postponements the number of shares represented by the attending Members has not yet constituted more than onehalf (1/2) of the total issued shares, the chairman shall announce the dissolution of the Meeting. .
The Chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company.
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If there is no such Chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of the members to be chairman.
The chairman may adjourn a meeting at which a quorum if present from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for any period exceeding five days, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Resolutions made at a general meeting shall be compiled in the form of minutes. The chairman of the meeting shall affix his/her signature or seal to the minutes, which shall be issued to Members within twenty (20) days after the end of the meeting. Minutes may be produced and issued to Members in electronic form. For as long as the Company’s shares are listed on the Designated Stock Market, the minutes may be issued to Members by means of a public notice in accordance with the Applicable Law.

VOTES OF MEMBERS

Subject to the provisions of the Law, any question proposed for the consideration of the Members at any general meeting shall be decided by way of an Ordinary Resolution, unless such question proposed is required to be decided by a Special Resolution pursuant to the provisions of these Articles or the Law.
At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. On a poll, every Member present in person or by proxy and entitled to vote shall have one vote for each Share of which he is the holder.
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by his committee or other person in the nature of a committee appointed by that court, and any such committee or other person may vote by proxy.
(a) On a poll votes may be given either personally or by proxy.

(b) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

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(c) For so long as the shares of the Company are listed on the Designated Stock Exchange, where a Member is a clearing house, depositary, custodian and/or trustee (or its/their nominee(s) and, in each case, being a corporation, "Third Party Holder"), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of these Articles shall be entitled to exercise the same rights and powers on behalf of the Third Party Holder as if such person was the registered holder of the shares of the Company held by the Third Party Holder in respect of the number and class of shares specified in the relevant authorisation."

(d) To the extent permissible under the laws of the Cayman Islands and these Articles, the qualifications, scopes, methods, procedures, and other details for the Member to exercise the voting rights under the preceding paragraph (c) shall be in compliance with the Applicable Law.

(a) To the extent required by the Applicable Law, any Member who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed for consideration and approval at a general meeting shall abstain from voting any of the shares that such Member should otherwise be entitled to vote in person, as a proxy for another Member or corporate representative with respect to the said matter, but all such shares shall be counted in the quorum for the purpose of convening a general meeting pursuant to Article 30; provided that such Member shall not be counted as a person being entitled to vote for such matter(s); the shares of Members who are required to abstain from voting shall not be counted in the number of votes of Member(s) present in respect of the relevant resolution(s) in respect of which such Member(s) is/are required to abstain from voting. To the extent that the Company has knowledge, any votes cast by or on behalf of such Member in contravention of the foregoing shall not be counted by the Company.
(b) To the extent required by and subject to the Applicable Law, if a Director, immediately prior to a general meeting, has charged, mortgaged or otherwise created or permitted the creation of encumbrance over more than one-half (1/2) of the total number of shares of the Company held by such Director as of the date of his appointment (" Original Shareholding "), such Director shall abstain from voting such number (rounded to the nearest whole number) of shares that exceeds one-half (1/2) of the Original Shareholding, and in respect of such number (rounded to the nearest whole number) of shares that the Director is required to abstain from voting, they shall not be counted in the number of votes of Members present at the meeting but shall be counted in the quorum for the purpose of convening a general meeting pursuant to Article 30. To the extent that the Company has knowledge, any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company.
Shares of the Company held by the following persons shall not carry any voting rights and shall not be counted in the total number of outstanding shares of the Company
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which are entitled to vote for purposes of convening a general meeting pursuant to Article 30:

(a) Any shares purchased by the Company which are held as Treasury Shares; or
(b) any entity in which the Company is legally or beneficially interested in more than fifty percent (50%) of its issued and voting share capital or equity capital; or
(c) any entity in which the Company together with the holding company of the Company, or with any subsidiary of the holding company of the Company, are legally or beneficially interested in more than fifty percent (50%) of its issued and voting share capital or equity capital.
Subject to Article 103 and any additional and applicable requirements under the Law, the following matters require approval of the Members by way of a Special Resolution:
(a) any proposal of the Company to enter into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contracts;
(b) any proposal to transfer or dispose of the whole or any substantial part of the Company’s business or assets;
(c) any proposal to acquire the whole of the business or assets of a third-party, which will have material effect on the operations of the Company;
(d) upon recommendation of the Board, unless otherwise approved by the Board under Article 103 where applicable, any proposal to distribute dividends or other distributions in whole or in part by way of issuance of new shares of the Company;
(e) any Merger and Acquisition Event of the Company;
(f) any issuance of equity-linked securities of the Company by way of private placement;
(g) any proposal for the Company's shares to cease being publicly traded;
(h) release of the non-compete obligations of the Directors;
(i) any proposed amendment to the Memorandum or these Articles of the Company;
(j) granting of employee stock options with an exercise price per share that is lower than the closing price of shares of the Company traded on the Taiwan Stock Exchange as of the grant date;
(k) transfer of Treasury Shares to the employees of the Company and/or of the Company's Subsidiary(ies) for a consideration that is less than the consideration paid by the Company in accordance with Article 17(e); and
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(l) issuance of any shares to the employees of the Company and/or its Subsidiaries with deferred rights or subject to restrictions in accordance with Article 3 (g).
The Company shall not, without passing a resolution adopted by not less than two-thirds of votes cast by such Members representing the total number of issued Shares at a general meeting:
(a) enter into a Merger, in which the Company is not the surviving company and is proposed to be struck-off and thereby dissolved, which results in a delisting of the Shares on the TWSE, and the surviving or newly incorporated company is a Non TWSE-Listed or TPEx-Listed Company;
(b) make a general transfer of all the business and assets of the Company, which results in a delisting of the Shares on the TWSE, and the assigned company is a Non TWSE-Listed or TPEx-Listed Company;
(c) be acquired by another company as its wholly-owned subsidiary by means of a Share Exchange, which results in a delisting of the Shares on the TWSE, and the acquirer is a Non TWSE-Listed or TPEx-Listed Company; or
(d) carry out a Spin-off, which results in a delisting of the Shares on the TWSE, and the surviving or newly incorporated spun-off company is a Non TWSE-Listed or TPEx-Listed Company.

PROXIES

Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote on behalf of him; provided that a Member, irrespective of how many shares he holds, may only appoint one proxy to represent him and vote on his behalf at a general meeting of the Company.
The instrument appointing a proxy shall be in writing under the hand of the Member or, if the Member is a corporation, either under seal or under the hand of a director or officer or attorney duly authorized, and shall include such information as maybe required by the Company , including instruction to Member for completion of the proxy, proxy voting instruction and basic information of the Member appointing the proxy and of the proxy appointed or shall be in such form as authorised by the Board in accordance with Article 46. A proxy needs not be a Member of the Company.
The Board may send out the form of instrument for appointing a proxy either by post or electronic transmission in or by way of note to or in any document accompanying the notice convening the meeting on the same delivery date with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument appointing a proxy shall be delivered to the Registered Office of the Company or at such other place as is specified in the notice for that purpose not less than five (5) days before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default, save with respect to the deemed appointment of the chairman as proxy under Article 49, the instrument of proxy shall not be treated as valid PROVIDED that the chairman of the meeting may in his discretion accept an instrument of proxy sent by telex or telefax upon receipt of telex or telefax confirmation that the signed original thereof has been sent.
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Where multiple instruments of proxy are received by the Company from the same Member, the first written duly executed and valid instrument of proxy received by the Company shall prevail, unless an explicit written statement revoking the previous instrument(s) appointing a proxy is made in the subsequent duly executed and valid instrument of proxy received by the Company. The Board shall have the final discretion to determine which instrument of proxy shall be accepted where there is any dispute. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy is given, or the notice of casting vote by way of written notice or electronic transmission pursuant to Article 49; provided that the Company has not been notified in writing of such death, insanity or revocation as aforesaid at its Registered Office or at an address specified in the proxy form, or by written notice from the Member revoking the proxy and expressing his intent to attend the meeting in person or to vote by way of written notice or electronic transmission pursuant to Article 49 at least two (2) days before the date of the general meeting, or adjourned meeting, at which the proxy proposes to vote.
Unless otherwise provided in these Articles, the instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.
To the extent permitted by Applicable Law and notwithstanding any provisions provided in these Articles, the Board may resolve to allow Members not attending and voting at a general meeting in person, by proxy or by corporate representatives (where a Member is a corporation), to exercise their voting power and cast their votes by way of electronic transmission (as provided under the ROC Electronic Signatures Act) two (2) days prior to commencement of the general meeting, provided that the relevant methods and procedures are specified in the notice of that meeting and complied with by such Member(s). For the avoidance of doubt, those Members voted in the manner mentioned in the foregoing shall, for purposes of these Articles and the Law, be deemed to have appointed the chairman of the general meeting as their proxy to vote their shares at the general meeting in the manner directed by the electronic document. The chairman as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the electronic document and/or any amendment to resolution(s) proposed at the general meeting, and the Members shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.
(a) Where a Member has exercised the voting power and casted its votes by written instrument or by way of electronics transmission intends to attend the meeting physically in person, such Member shall send a separate written declaration of intention to rescind and revoke the votes casted by way of written instrument or electronic transmission to the Company, whichever was previously exercised by the Member, two (2) days prior to the date of the general meeting failing which, the Member shall be deemed to have waived his right to attend and vote at the relevant general meeting in person, the deemed appointment by the Member of the chairman as
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proxy shall remain valid and the Company shall not count any votes cast by such Member physically at the relevant general meeting.

(b) Where multiple written instrument or electronic transmission for the same meeting are received by the Company from the same Member, the first written duly executed and valid written instrument or electronic transmission received by the Company shall prevail, unless an explicit written statement revoking the previous instrument(s) or transmission is made in the subsequent duly executed and valid instrument or transmission received by the Company. The Board shall have the final discretion to determine which written instrument or electronic transmission shall be accepted where there is any dispute.
A Member who is deemed to have appointed the chairman as proxy pursuant to Article 49 for purposes of casting his vote by written instrument approved by the Board or by way of electronic transmission shall have the right to appoint another person as its proxy to attend the meeting, in which case the express appointment of another proxy shall be deemed to have revoked the deemed appointment of the chairman as proxy under Article 49 and the Company shall only count the vote(s) casted by such expressly appointed proxy at the meeting.
Except for an ROC trust enterprise or stock agencies approved by the ROC competent authority, save with respect to the chairman being deemed appointed as proxy under Article 49, when a person acts as the proxy for two or more Members, the total number of voting shares that the proxy may vote shall not exceed three percent (3%) of the total number of voting shares of the Company; otherwise, such number of voting shares in excess of the aforesaid threshold shall not be counted towards the number of votes cast for or against the relevant resolution or the number of voting shares entitled to vote on such resolution but shall be included in the quorum. Upon such exclusion, the number of voting shares being excluded and attributed to each Member represented by the same proxy shall be determined on a pro-rata basis based on the total number of voting shares being excluded and the number of voting shares that such Members have appointed the proxy to vote for.
To the extent permissible under Applicable Law and subject to compliance with these Articles and the Law, when a proxy is used by a member in a general meeting, the relevant provisions under the “ROC Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” shall also apply.

ANNULMENT OF RESOLUTIONS

To the extent permitted by Applicable Law, where the procedures for convening a general meeting or the proceedings of the general meeting contravene any applicable laws, regulations, ordinances, Applicable Law or these Articles, any Member may submit a petition within thirty (30) days from the date of such general meeting to a competent court having proper jurisdiction, including, the ROC Taipei District Court, if applicable, for annulment of such resolution.

APPRAISAL RIGHT OF DISSENTING MEMBERS

Subject to compliance with Applicable Law, a Member who has expressed his dissent, in writing or verbally with a record, before or during a general meeting, with respect
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to any resolution proposed at a general meeting in relation to the following matter(s), may vote against or abstain from exercising his voting rights in respect of such resolution(s) and request the Company to acquire or purchase his share(s) at the then prevailing fair price:

(a) splitting of part of the business or assets of the Company by way of disposal or otherwise;
(b) Merger and Acquisition Events of the Company;
(c) the Company proposes to enter into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;
(d) transfer whole or any substantial part of the Company’s business or assets; and
(e) acquisition of whole of the business or assets of a third-party, which materially affects the operation of the Company.
55.1. Shares for which voting right has be waived as in Article 55 shall not be counted in the number of votes of shareholders present at the meeting.
Subject to Article 55, the Member shall give written notice to request the Company to acquire or purchase his shares no later than twenty (20) days after the passing of a resolution approving any of the matter(s) in Article 55 at the relevant general meeting, and shall state in such request the class and number of shares that such Member requests the Company to repurchase.
If agreement on the price of the shares can be reached between the Member and the Company, the Company shall, subject to compliance with these Articles and the Law, repurchase and pay for the shares within ninety (90) days from the date on which the conditional or unconditional resolution was passed.
57.1 If no agreement on the price of the shares is reached between the Member and the Company, the Company shall pay the fair price it deems proper to the dissenting Member within 90 days since the date of the resolution of the general meeting relating to the events provided in Articles 55(a), 55(b), 55(d), and 55(e). The failure of the Company to make the said payment shall be deemed to be an agreement to the price requested by the dissenting Member.

In case no agreement on the price of the shares is reached within 60 days of the date of the resolution of the general meeting relating to the events provided in Articles 55(a), 55(b), 55(d), and 55(e), the Company shall apply to the court for a ruling on the price of the shares with the entirety of the dissenting shareholders listed as the opposing party within 30 days after the said 60-day period, and the Taiwan Taipei District may be the court of the first instance.

57.2 If no agreement is reached within sixty (60) days of the date on which the resolution relating to the events provided in Section 55 (c), was passed, the Member may, within thirty (30) days from the date on which the sixty-day (60) period expires, apply to a competent court for a ruling on the price.
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57.3 Subject to the ruling of the competent court, the Company shall pay judgment interest on the price as determined by the court from the date of expiration of the period referred to above.
The payment of repurchase price to the Members shall be made at the same time against the delivery of the relevant share certificate(s) and an instrument(s) of transfer (where the shares are in certificiated form) in respect of the shares subject to such instrument(s) of transfer (where the shares are in certificiated form) for the repurchase being duly executed by such Member to the Company, and the date of transfer of such shares shall be the date on which payment is made by the Company to the Member and the Register of Members of the Company shall be updated accordingly.
The request of a Member pursuant to Article 55 above shall become ineffective if the Company announces before completion of the purchase under Article 58 that the Company will not proceed with the matters that such Member dissented to under Article 55 or where the Company is prohibited under Applicable Law to repurchase the relevant shares. Where a Member fails to make a request within the period prescribed in Article 56 and 57 above, such Member is deemed to have duly waived his rights under Article 55.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company.

DIRECTORS AND OFFICERS

(a) The Board shall consist of not less than five (5) directors, at least three (3) of which shall be Independent Directors and the total number of Independent Directors shall not be less than one-fifth (1/5) of the total number of Directors, and the Company shall adopt the candidate nomination mechanism as provided by Article 192-1 of the ROC Company Law for the election of Directors. There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. When a Member is a corporate entity, it may be elected as a corporate Director provided that it shall designate at least one natural person as its authorized representative to act for and on its behalf as a Director. The authorized representative of a corporate Member may also be elected as a Director in its own individual capacity. If a corporate Member designates more than one representatives, all of the representatives are eligible to be elected as Directors in their own individual capacity.
(b) The term of office for a Director shall not exceed three (3) years and the Director whose term has expired may be eligible for re-election. If the term of office of all Directors expires at the same time and no general meeting was held before such expiry for their re-election, their term of office shall be
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extended to the time when the new Directors elected or re-elected in the next general meeting assume their office.

(c) In the case of re-election of all Directors prior to the expiry of their term of office of the existing Directors, if no resolution is passed to approve that the existing Directors who are not re-elected at the general meeting shall remain in office until expiry of their original term of office or such other date as approved by the Members at the general meeting, such non-re-elected Directors shall vacate their office with effect from closing of such general meeting.
(d) The Board shall be elected or appointed by Members upon a poll vote by way of cumulative voting (the manner of voting described in this Article to be referred to as “Cumulative Voting”) in the following manner:-
- (i) on an election of directors, the numbers of votes attached to each voting share held by a Member shall be cumulative and correspond to the number of directors nominated for appointment at the general meeting provided that such votes shall only cumulate in respect of such number of directors nominated within the same category (namely, independent or non-independent) of directors to be appointed;
- (ii) the Member(s) may vote all or part of their cumulated votes in respect of one or more directors within the same category of directors to be elected;
- (iii) such number of directors receiving the highest number of votes in the same category of directors to be elected shall be appointed; and
- (iv) where two or more directors nominated for appointment receive the same number of votes which exceeds the number of new directors intended to be appointed, there shall be a draw by the such directors receiving the same number of votes to determine who shall be appointed; the chairman shall draw for a director nominated for appointment who is not present at the general meeting.
A spousal relationship and/or a Family Relationship within the Second Degree of Kinship may not exist among more than half (1/2) of the members of the Board (the “Threshold”), unless with prior approval by the Designated Stock Market. Where the appointment of any person having a spousal relationship and/or a Family Relationship within the Second Degree of Kinship with any existing member of the Board or with any other person(s) also nominated for appointment as a director (the “Related Person”) is proposed at a general meeting, only the following persons may be appointed as a Director:
- (i) firstly, such person(s) approved by the Members by way of Cumulative Voting and who is not a Related Person; and
- (ii) secondly, such number of Related Person(s) elected by the Members by way of Cumulative Voting and who receive the highest number of votes from the Members for its appointment among all the Related
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Persons the appointment of whom would not result in contravention of the Threshold. If the existing composition of the Board fails to satisfy the Threshold, such Director in office being a Related Person shall immediately cease to be a Director of the Company.

When the number of Directors falls below five (5) due to the dismissal of a Director or any Director ceases to be a Director of the Company for any reason, including but not limited to vacancy in the office of such Director(s) under Article 80 the Company shall hold an election to elect new director(s) at the next following general meeting by way of Cumulative Voting. When the number of Directors falls short by one-third (1/3) of the minimum number prescribed by these Articles, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of the fact to hold a by-election of directors.
At least one Independent Director shall domicile in the ROC.
When the number of Independent Directors falls below two (2) due to the dismissal of an Independent Director or the Independent Director ceases to be a Director for any reason, the vacancy of such Independent Director shall be filled and elected at the next following general meeting. When all of the Independent Directors have been dismissed or cease to be Directors, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to elect for independent directors.
The Independent Directors shall possess the requisite professional knowledge and shall maintain independence within the scope of their directorial duties. The Independent Directors may not have any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held, and assessment of independence shall be subject to the relevant rules of the Applicable Law.
67, The ordinary remuneration of the Directors shall from time to time be determined by the Board, taking into consideration of the market standards as well as the standards of other companies listed on the Designated Stock Market.
No Shareholding qualification shall be required for Directors unless otherwise required by the Company by Ordinary Resolution.
The Directors may by resolution appoint one of their number to be managing director or president upon such terms as to duration of office remuneration and otherwise as they may think fit.
(a) The Directors may also by resolution appoint a Secretary and such other officers as may from time to time be required upon such terms as to duration of office, remuneration and otherwise as they may think fit. Such Secretary or other officers need not be Directors and in the case of the other officers may be ascribed such titles as the Directors may decide. An officer appointed by the Board may not concurrently hold act as an officer of, or conduct by himself or on behalf of another, an enterprise or entity which conducts similar or identical type of business as the Company unless permitted by the Board.
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(b) An officer shall, in the course of conducting the Company's business, bear the same indemnification liabilities as a Director which are prescribed under these Articles and the Applicable Law, including, but not limited to the liabilities provided under sub-paragraphs (c) and (d) of Article 71, if such officer breaches his/her du-ties and the Company became liable for any third party compensation or damages.

POWERS AND DUTIES OF DIRECTORS

(a) The business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all such powers of the Company as are not, by the Law or these Articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any clause of these Articles, to the provisions of the Law, and to such regulations, being not inconsistent with the aforesaid clauses or provisions, as may be prescribed by the Company in general meeting but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
(b) A Director engaging in any activity, or entering into any contract or transaction, which may be in competition with the business of the Company or which falls within the business scope of the Company, shall disclose in a general meeting the nature, extent and major terms of such activity, contract or transaction, and shall proceed with such activity, contract or transaction only upon approval of the Members at a general meeting by a Special Resolution.
(c) Without prejudice and subject to the general directors’ duties that a Director owe to the Company and its shareholders under common law principals and the laws of the Cayman Islands, a Director shall perform his/her fiduciary duties of loyalty and care, and shall indemnify the Company, to the maximum extent legally permissible, from any loss incurred or suffered by the Company arising from breach of his/her fiduciary duties. If any Director has made any earnings for the benefit of himself/herself or any third party due as a result of breach of his/her fiduciary duties, the Company shall, if so resolved by the Members by way of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissi-ble to seek to recover such earnings from such relevant Director.
(d) If a Director has, in the course of conducting the Company's business, violated any applicable laws or regulations which causes the Company to become liable for any compensation or damages to any third person, such Director shall become jointly and severally liable for such compensation or damages with the Company and to the ex-tent that for any reason, such Director is not made jointly and severally liable with the Company, such Director shall indemnify the Company for any loss incurred or suffered by the Company for any compensation and/or damages that the Company became liable. Subject to the laws of the jurisdiction of the Company’s incorporation, the managers of the Company shall be liable as the directors for damages caused to the Company as a result of the managers’ breach of duty of loyalty or duty of due care when
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carrying out the business of the Company to the extent of the scope of the managers’ duties.

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.
73 (a) The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
(b) The Directors may delegate any of the powers exercisable by them to a managing director or any other person or persons acting individually or jointly as they may from time to time by resolution appoint upon such terms and conditions and with such restrictions as they may think fit, and may from time to time by resolution revoke, withdraw, alter or vary all or any such powers.
(c) All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.
(d) No document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded as invalid merely because at the date of delivery of the deed or document, the Director, Secretary or other officer or person who shall have executed the same and/or affixed the Seal (if any) thereto as the case may be for and on behalf of the Company shall have ceased to hold such office or to hold such authority on behalf of the Company.
The Directors shall cause minutes to be prepared:
(a) of all appointments of officers made by the Directors;
(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
(c) of all resolutions and proceedings at all meetings of the Members of the Company and of the Directors and of committees of Directors; and the chairman of all such meetings or of any meeting confirming the minutes thereof shall sign the same.
The Board shall, within seven (7) calendar days after receipt of a copy of the notice by the Company or the Company’s Litigious or Non-Litigious Agent of a public tender
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offer and relevant information to purchase shares of the Company, resolve to recommend the Members to either accept or object the tender offer purchase, and shall disclose the following by way of public announcement in any manner permitted under Applicable Law:

(i) the type and number of shares currently held by the Directors, any Members, directly or indirectly on behalf of another, with more than ten percent (10%) of the Company’s outstanding shares;
(ii) the recommendation made to the Members on such tender offer purchase, where in the names and reasons of every objecting Director(s) shall be indicated;
(iii) whether there were major changes to the Company’s financial conditions after the delivery of its most recent financial statements, and the contents of such changes; and
(iv) the type, number and amount of shares of the offeror or its affiliates held, directly or indirectly on behalf of another, by the Directors or any Member holding over ten percent (10%) of the Company’s outstanding shares.
In addition to the above, the Board shall keep copies of these Articles, the minutes of prior general meetings, financial statement, Register of Members as well as summary of the bonds and notes issued by the Company at the Company’s agent for stock affairs located within the ROC for inspection or duplication by the Members from time to time by showing evidence of such Members’ interest involved in the Company specifying the scope of inspection, the Company shall make such agent provide the access.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

Notwithstanding any provision in these Articles to the contrary or any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement), a Director may be removed by way of a Special Resolution of the Members at any time before the expiration of his period office.
Any person who falls within any of the following categories shall not be appointed a Director of the Company. If for any reason he becomes a Director, he shall cease to be a Director of the Company forthwith upon the Company having actual notice that a breach of this Article 78 has made without any action required on the part of the Company:
(a) any person having committed an offense as specified in the ROC Statute of Prevention of Organization Crimes and subsequently adjudicated guilty by a final judgment, and has not started serving the sentence, has not completed serving the sentence, or five (5) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon; or
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(b) any person having committed an offense involving fraud, breach of trust or misappropriation and subsequently punished with imprisonment for a term of more than one (1) year, and has not started serving the sentence, has not completed serving the sentence, or two (2) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon; or
(c) any person having committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or two (2) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon; or
(d) any person having been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and has not been reinstated to his rights and privileges; or
(e) any person having been dishonoured for unlawful use of credit instruments, and the term of such sanction has not yet expired; or
(f) any person having no or only limited capacity; or
(g) any person having been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet.
In case a Director has, in the course of performing his duties, committed any act resulting in material damages to the Company or in material violation of applicable laws and/or regulations and/or these Articles, but not removed by the Members in the general meeting, Member(s) holding not less than three percent (3%) of the total number of outstanding shares of the Company may, within thirty (30) days after such meeting, institute a lawsuit in the court for a judgment to remove such Director. Such lawsuit may be submitted to a competent court having jurisdiction, including the Taipei District Court as the court of first instance.
The office of Director shall be vacated if the Director:
(a) is removed from office pursuant to these Articles; or
(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) is found to be or becomes of unsound mind; or
(d) resigns his office by notice in writing to the Company; or
(e) if he ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under any provisions of any law or enactment; or
(f) if the existing composition of the Board fails to satisfy the Threshold, such Director in office being a Related Person as referred to under Article 62; or
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(g) if the Director, except Independent Directors, transfers, during the term of office as a director, more than one half of the company's shares being held by the Director at the time the Director is elected; or
(h) if the Director, except Independent Directors, after having been elected and before inauguration of the office of director, transfers more than one half of the total number of shares of the company the Director holds at the time of election; or transfers more than one half of the total number of shares the Director holds within the share transfer prohibition period fixed prior to the convention of a general meeting, then the Director's election as a Director becomes invalid.

PROCEEDINGS OF DIRECTORS

The Directors may meet together at any place and time for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes unless a higher approval threshold is required under these Articles.
Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors; provided, however, that the first meeting of each term of the Board of Directors after an election of Directors shall be convened by the Director who received a ballot representing the highest number of votes at the election of Directors. The Chairman shall, at any time summon a meeting of the Board by given at least seven (7) days notice in writing to every Director setting forth the general nature of the business to be considered, and such notice may be sent by cable, telex or facsimile transmission message or other form of electronic transmission or communication In the event of a matter considered to be urgent, a meeting of the Board may be convened on short notice if the quorum required under Article 83 is present.
Except as required under Article 3(e), the quorum necessary for the transaction of the business of the Directors at a meeting of the Board shall be a majority of the number of members of the Board. For the purpose of this Article, a proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present.
Minutes of a meeting of the Board shall be signed or sealed by the chairman and secretary of the meeting and copies thereof shall be distributed to all Directors within twenty (20) days of the meeting. The minutes shall be deemed as important files of the Company and be properly kept during existence of the Company. Minutes may be produced and issued to the Directors in electronic form.
Any Director or officer may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or officer.
86 (a) No person shall be disqualified from the office of Director or to act as a Director’s proxy or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or Director’s proxy shall be in any way interested be or be
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liable to be avoided, nor shall any Director or Director’s proxy so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established; provided, however, a Director or Director’s proxy engaging in any activity, or entering into any contract or transaction, which may be in competition with the business of the Company or which falls within the business scope of the Company, shall disclose in a general meeting the nature, extent and major terms of such activity, contract or transaction, and shall proceed with such activity, contract or transaction only upon approval of the Members at a general meeting by a Special Resolution.

(b) To the extent required by Applicable Laws, a Director may not vote in respect to any matter, including any contract or proposed contract or arrangement or contemplated transaction of the Company, whether on behalf of himself or as a proxy for another Director, in which such Director bears a personal interest which may conflict with and impair the interest of the Company but the Director shall be counted in the quorum for purposes of convening such meeting.
A Director may appoint another Director to act as his proxy to attend and vote on his behalf at meetings of the Directors or any committee of Directors. Such appointment must be made in writing under the hand of the appointor, and may at any time be revoked in like manner, and may be general or for a specified period, or for specified meetings, or for specified resolutions, and may authorise and direct the appointee to be chairman if the appointor would, if present, be entitled to preside. The form of appointment of proxy may contain directions to the proxy to vote in accordance with instructions given by that Director or, in the absence of such instructions, the proxy may act in his discretion. Notice of every such appointment or revocation must be presented to the meeting of Directors at which the proxy is to be used or first used prior to the commencement of such meeting. A proxy may be given by telex or telefax. A proxy shall ipso facto cease to be a proxy for a Director if his appointer ceases for any reason to be a Director; however, such proxy or any other Director may be reappointed by the Directors to serve as a proxy.
The Chairman of the Board of Directors shall be the chairman of their meetings; but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.
Subject to these Articles, the Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Directors.
A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting. A committee may meet and adjourn as it thinks proper.
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Questions arising at any meeting shall be determined by a majority of votes of the members present.

A Compensation Committee shall be established to assist the Board in discharging its responsibilities related to the compensation and benefit policies, plans and programs of the Company, and the evaluation and remunerations, stock options or other substantive awards given to the Company's Directors and officers. For as long as the shares of the Company are listed on the Designated Stock Market, the professional qualification, scope of authority and other requirements of the members of the Compensation Committee shall be subject to the Applicable Law.

(a) To the extent permitted by law, the Directors or a committee of Directors may also meet by video conference and for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.
(b) When the Directors (being in number at least a quorum) sign the minutes of a meeting of the Directors the same shall be deemed to have been duly held notwithstanding that the Directors have not actually come together.
(c) The Members may, by Special Resolution, adopt or amend any rules and procedures, including the Procedural Rules for the Board of Directors attached to these Articles in Schedule 2 which form part of these Articles, governing the meeting of the Board; In the event of any inconsistency between the main content of these Articles and Schedule 2, Schedule 2 shall prevail to the extent permitted by Applicable Laws.
(d) A Director who has a personal interest in the matter under discussion at a Board meeting shall explain to the Board meeting the essential contents of such personal interest. In a Merger and Acquisition Event of the Company, a Director who has a personal interest in the transaction shall explain to the Board meeting and the general meeting the essential contents of such personal interest and the causes of approving or dissenting to the resolution of the Merger and Acquisition Event. The company shall itemize the essential contents of a director’s personal interest and the cause of approval or dissent in the notice to convene a meeting of shareholders; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and the address of such website shall be indicated in the above notice. 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, such Director shall be deemed to have a personal interest in the matter. A Director who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of another Director. In passing a resolution at a Board meeting, votes for which voting right cannot be exercised shall not be counted in the number of votes of Directors present at the meeting.
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(e) Before any resolution of Merger and Acquisition Event by the Board of Directors, the Audit Committee shall review the fairness and reasonableness of the proposed plan and transaction of such Merger and Acquisition Event , and report the result of review to the Board of Directors and, if the resolution by the general meeting is required in the jurisdiction of the Company’s incorporation, to the general meeting.

SEALS AND DEEDS

93.(f) (a) If the Directors determine that the Company shall have a Seal, the Directors shall provide for the safe custody of the common Seal and the common Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Directors, and in the presence of a Director or of the Secretary or of such other person as the Directors may appoint for the purpose; and that Director or the Secretary or other person as aforesaid shall sign every instrument to which the common Seal of the Company is so affixed in his presence. Notwithstanding the provisions hereof, annual returns and notices filed under the Law may be executed either as a deed in accordance with the Law or by the common Seal being affixed thereto in either case without the authority of a resolution of the Directors by one Director or the Secretary.
(b) The Company may maintain a facsimile of any common Seal in such countries or places as the Directors shall appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of the Directors and in the presence of such person or persons as the Directors shall for this purpose appoint and such person or persons as aforesaid shall sign every instrument to which the facsimile Seal of the Company is so affixed in his presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the common Seal had been affixed in the presence of and the instrument signed by a Director or the Secretary or such other person as the Directors may appoint for the purpose.
(c) In accordance with the Law, the Company may execute any deed or other instrument which would otherwise be required to be executed under Seal by the signature of such deed or instrument as a deed by a Director or by the Secretary of the Company or by such other person as the Directors may appoint or by any other person or attorney on behalf of the Company appointed by a deed or other instrument executed as a deed by a Director or the Secretary or such other person as aforesaid.

DIVIDENDS AND RESERVE

The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account.
Subject to Article 103, the Company may by an Ordinary Resolution declare dividends but no dividend shall exceed the amount recommended by the Directors. The Board
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shall set aside out of the net profits of the Company (if any) for each financial year: (i) a reserve for payment of tax for the relevant financial year; and (ii) an amount to offset all accumulated losses; and after the aforesaid sums are set aside from the profits for such relevant financial year, the Board shall, before recommending any dividend, set aside ten percent (10%) of the remaining profits of the Company for the relevant financial year as a reserve or reserve(s) which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. Subject to the aforesaid, the Company may distribute the retained earnings for the relevant financial year not set aside for any specific purpose, subject to compliance with the Law, if any, according to the following manner:

(a) up to three percent (3%) as bonus to employees, including employees of a Subsidiary of the Company;
(b) up to one percent (1%) as remuneration for the Directors; and
(c) no less than thirty percent (30%) of the remaining profits after tax for the relevant financial year to the Members as dividends, provided to the extent that the Company has sufficient available funds, cash dividends shall not be less than ten percent (10%) of the total amount of cash dividends and stock dividends.

Dividends may be distributed in the form of cash and/or shares. The Company may distribute profits in accordance with a proposal for profits distribution approved by, in the case of dividend or reserve to be distributed in cash, a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors. After the Board approves the distribution of dividend or reserve in cash, the Board shall report such distribution in the next general meeting. Share dividends shall be approved by the Members.

Subject to the requirement of Article 55, the Company may from time to time pay to the Members interim dividends pursuant to an Ordinary Resolution passed in a general meeting.
No dividend shall be paid otherwise than out of profits or out of monies otherwise available for dividend in accordance with the Law.
Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends, all dividends on any class of Shares not fully paid shall be declared and paid according to the amounts paid on the Shares of that class, but if and so long as nothing is paid-up on any of the Shares in the Company, dividends may be declared and paid according to the number of Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.
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If several persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.
Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto or in the case of joint holders to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled or such joint holders as the case may be may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled or such joint holders as the case may be may direct.
The Company may, at a general meeting and subject to the requirement of Article 28, declare that any dividend is paid wholly or partly by the distribution of specific assets and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.
No dividend shall bear interest against the Company. Any dividend unclaimed by a Member five (5) years after the dividend payment date shall revert to the Company.

CAPITALISATION OF PROFITS

The Company may, with the approval by way of Special Resolution of the Members capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution and to appropriate such sums to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provision as they think fit for the case of Shares becoming distributable in fractions (including provision whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

ACCOUNTS

The books of account relating to the Company’s affairs shall be kept in accordance with these Articles and the Law and otherwise in such manner as may be determined
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from time to time by the Company by Ordinary Resolution or failing such determination by the Directors of the Company.

The accounts relating to the Company’s affairs may be audited by Independent Directors of Audit Committee or any auditor appointed by Independent Directors of Audit Committee.
At the close of each fiscal year, the Board shall prepare the business report, financial statements and the surplus earning distribution or loss offsetting proposals for adoption by the annual general meeting. The Board shall, upon adoption by the annual general meeting, distribute to each Member copies of adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting in accordance with these Articles and Applicable Laws, and for as long as the Company’s shares are listed on the Designated Stock Market, such distribution may be effected by means of a public notice in accordance with the Applicable Law.
106.1. Unless the Directors otherwise prescribe, the financial year, as well as fiscal year, of the Company shall end on December 31st in each year and shall begin on January 1st in each year.
A printed copy of each of the Directors’ report(s) or statement(s) to be submitted for adoption by the general meeting shall be kept at the Company’s agent for stock affairs located within the ROC for inspection by the Members from time to time at least ten (10) days before the date of the annual general meeting, and laid before the Company at the annual general meeting.

AUDIT COMMITTEE

The Company shall establish an Audit Committee.
Audit committee shall be composed of all Independent Directors.
Number of Audit Committee members shall not be less than three.
One of Audit Committee members shall be committee convenor.
Committee convener shall convene meetings of the Audit Committee from time to time.
At least one of the Audit Committee members shall have accounting or financial expertise.
A valid resolution of the Audit Committee requires approval of one-half or more of all its members.
Audit Committee shall adopt Audit Committee Charter.
Audit Committee Charter shall specify matters which shall require the consent of onehalf or more of all Audit Committee members and be submitted to the Board of Directors for resolution.
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Upon reviewing a Merger and Acquisition Event, the Audit Committee shall seek opinions from independent expert(s) with regard to the fairness of the share exchange ratio or distribution of cash or other assets. The opinions and the result of review shall be delivered to each shareholder together with the notice of the general meeting provided if the resolution by the general meeting is not required in the jurisdiction of the Company’s incorporation, the opinions and the result of review shall be reported in the general meeting that immediately follows. If the Company publishes the said opinions and the result of review on a website designated by the competent securities authority of the Republic of China and the same is made available at the venue of the general meeting of the Company, the opinions and the result of review shall be deemed as having been delivered to the shareholders.

With the exception of approval of annual and semi-annual financial reports, any other matter that has not been approved with the consent of one-half or more of all Audit Committee members may be undertaken upon the consent of two thirds or more of the members of the Board of Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.
Where a Director is or maybe in breach of his duties and subject to and if permitted by Applicable Law, one or more Member(s) of the Company holding one-percent (1%) or more of the total number of the outstanding voting shares of the Company continuously for a period of six (6) months or more may request the Audit Committee, if permitted by Applicable Law, to institute a lawsuit against such Director(s) on behalf of the Company in a competent court having jurisdiction, including, if applicable, the Taipei District Court as the court of first instance. In case that the Audit Committee fails to institute a lawsuit against the Director(s) within thirty (30) days of receipt of such request from the Member(s), such one or more Member(s) of the Company holding one-percent (1%) or more of the total number of the outstanding voting shares of the Company continuously for a period of six (6) months or more, subject to and if permitted by Applicable Law, may initiate a lawsuit against the Director(s) on behalf of the Company in a competent court having jurisdiction, including, if applicable the Taipei District Court as the court of first instance.
To the extent permitted by the Law, in respect of matters relating to or concerning the Audit Committee not otherwise specified in these Articles, the Applicable Law shall apply.

WINDING UP

If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Law, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any Shares or other securities whereon there is any liability.
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If the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the Shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the Members in proportion to the capital paid up at the commencement of the winding up on the Shares held by them respectively. This Article is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

NOTICES

Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange (if any) or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;
(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a
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Member on the day following that on which a notice of availability is deemed served on the Member;

(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and
(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all Applicable Law, rules and regulations.

This Article 122 shall apply mutatis mutandis to the service of any document by a Member on the Company under these Articles. Notwithstanding anything to the contrary in this Article, for as long as the Company’s shares are listed on the Designated Stock Market, any requirement with respect to Notice shall be in compliance with the Applicable Law and the rules of the Designated Stock Market.

If a Member has no registered address and has not supplied to the Company an address for the giving of notice to him, a notice addressed to him and advertised in a newspaper circulating in the Cayman Islands shall be deemed to be duly given to him at noon on the day following the day on which the newspaper is circulated and the advertisement appeared therein.
A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder named first in the Register of Members in respect of the Share.
A notice may be given by the Company to the person entitled to a Share in consequence of the death or bankruptcy of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
Notice of every general meeting shall be given in some manner hereinbefore authorised to:
(a) every Member entitled to vote except those Members entitled to vote who (having no registered address) have not supplied to the Company an address for the giving of notices to them; and
(b) every person entitled to a Share in consequence of the death or bankruptcy of a Member, who, but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other persons shall be entitled to receive notices of general meetings.

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RECORD DATE AND CLOSURE PERIOD OF REGISTER OF MEMBERS

The Directors shall determine the Members who are entitled to notice of or to vote at meeting of the Members and to receive payment of any dividend, bonus and other benefits. Register of Members shall be closed for sixty (60) days prior to the date the annual general meeting is scheduled to convene and thirty (30) days prior to the date the extraordinary general meeting is scheduled to convene. For the purpose of determining the Members entitled to receive payment of any dividend, bonus and other benefits, the Register of Members shall be closed for five (5) days prior to the date of the declaration of such dividend. Members whose names are recorded in the Register of Members during the above closure period(s) shall be entitled to notice of or to vote at meeting of the Members, or to receive payment of any dividend, bonus and other benefits, whichever the case may be.

AMENDMENT OF MEMORANDUM AND ARTICLES

Subject to and insofar as permitted by the provisions of the Law, the Company may from time to time by Special Resolution alter or amend its Memorandum of Association or these Articles in whole or in part; provided, however, that no such amendment shall affect the rights attaching to any class of Shares without the consent or sanction provided for in Article 3(b).

ORGANISATION EXPENSES

The preliminary and organisation expenses incurred in forming the Company shall be paid by the Company and may be amortised in such manner and over such period of time and at such rate as the Directors shall determine and the amount so paid shall in the accounts of the Company, be charged against income and/or capital.

OFFICES OF THE COMPANY

The Registered Office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company, in addition to its Registered Office, may establish and maintain an office in the Cayman Islands or elsewhere as the Directors may from time to time determine.

INDEMNITY

Every Director and officer for the time being of the Company or any trustee for the time being acting in relation to the affairs of the Company and their respective heirs, executors, administrators, personal representatives or successors or assigns shall, in the absence of breach of duties (in which case they shall become liable to indemnify the Company in accordance with Articles 71(c), 71(d), 70(b) and/or 110(a)) or wilful neglect or default, be indemnified by the Company against, and it shall be the duty of the Directors out of the funds and other assets of the Company to pay, all costs, losses, damages and expenses, including travelling expenses, which any such Director, officer or trustee may incur or become liable in respect of by reason of any contract entered into, or act or thing done by him as such Director, officer or trustee or in any way in or about the execution of his duties and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the Members over all other claims. No such Director, officer
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or trustee shall be liable or answerable for the acts, receipts, neglects or defaults of any other Director, officer or trustee or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss of any of the moneys of the Company which shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited, or for any other loss, damage or misfortune whatsoever which shall happen in or about the execution of the duties of his respective office or trust or in relation thereto unless the same happen through the breach of duties (in which case they shall become liable to indemnify the Company in accordance with Articles 71(c), 71(d), 70(b) and/or 110(a)), his own wilful neglect or default.

AI assistant

Gourmet — AGM Information 2025

52189_rns_2025-07-24_a03c1381-1cfa-444b-a968-4982223aa6ec.pdf

01. MEETINGAGENDA

1. Chairman’s Address

2. Report Matter

1. Report Matter

Dear Shareholders,

2. Acknowledgement Matter

4. Election Matter

5. Discussion Matter

(2) To Amend Article of Association of the Company

(3) To lift new directors' non-compete obligation

02. ATTACHMENT

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Gourmet Master Co. Ltd. and Subsidiaries

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

GOURMET MASTER CO. LTD. AND SUBSIDIARIES

1. GENERAL INFORMATION

2. APPROVAL OF FINANCIAL STATEMENTS

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

Impact on assets and liabilities for the current year

4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

f. Inventories

2) Derecognition of intangible assets

1) Financial assets

b) Impairment of financial assets

2) Financial liabilities

m. Provisions

Decommissioning and restoration obligation

n. Revenue recognition

o. Leases

1) The Group as lessor

2) The Group as lessee

2) Deferred tax

5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

6. CASH AND CASH EQUIVALENTS

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

8. FINANCIAL ASSETS AT AMORTIZED COST

9. TRADE RECEIVABLES

December 31, 2023

10. FINANCE LEASE RECEIVABLES

11. INVENTORIES

12. SUBSIDIARIES

Subsidiaries Included in the Consolidated Financial Statements

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

b. Investment in joint ventures

14 . PROPERTY, PLANT AND EQUIPMENT

15 . LEASE ARRANGEMENTS

b. Lease liabilities

d. Other lease information

Gourmet AGM Information 2025