JH — AGM Information 2023

Jul 10, 2023

Stock Code: 3011

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Ji-Haw INDUSTRIAL CO., LTD. Ji-Haw Industrial Co., Ltd.

2023 General Meeting of Shareholders Agenda Handbook

Date: June 29, 2023

Location: No. 53, Baoxing Rd., Xindian District, New Taipei City (Company Meeting Room)

Table of Contents
	Page
One. Meeting Procedure	1
Two. Meeting Agenda	2
Reports	3
Ratifications	4
Discussion items	5
Election matters	12
Other motions	14
Extempore motions	15
Adjournment	15
Three. Attachments	16
Attachment I. 2022 Business Report	16
Attachment II. 2022 Audit Committee's Report	23
Attachment III. Details of Individual Remunerations to Directors in 2022	24
Attachment IV. Auditor 's Report, Financial Statements, and Consolidated Financial Statements for 2022	25
Attachment V. 2022 Loss Appropriation Table	47
Attachment VI. Comparison table of the clauses before and after the amendments of the “Articles of Incorporation”	48
Attachment VII. Comparison Table of the Clauses Before and After amendments to "Rules of Procedure for Shareholders' Meetings"	51
Attachment VIII. "Price Reasonableness Opinion for Private Placement of Common Shares"	53
Attachment IX. List of Potential Candidates	65
Attachment X. Assessment Opinion on the Necessity and Reasonableness of Private Placement	66
Four. Appendix	77
Appendix I. Full text of the “Articles of Incorporation” before the amendments	77
Appendix II - "Rules of Procedure for Shareholders’ meetings" before amendment	83
Appendix III. Procedures for Election of Directors	95
Appendix IV. Shareholding of Directors	97

Ji-Haw Industrial, Co., Ltd. 2023 General Meeting of Shareholders

Meeting Procedure

• I. Call to order

• II. Statement by the chairman

• III. Reports

• IV. Ratifications

• V. Discussion items

• VI. Election matters

VII. Other motions

VIII. Extempore motions

IX. Adjournment

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Ji-Haw Industrial, Co., Ltd.

2023 General Meeting of Shareholders

Meeting Agenda

Time: June 29, 2023 (Thursday), 9:00 am

Location: No. 53, Baoxing Rd., Xindian District, New Taipei City (Company Meeting Room) Convening Method: Physical Shareholders’ Meeting

• I. Call to order (report on the number of shares in session)

• II. Statement by the chairman

• III. Reports

• (I) 2022 Business Report.

• (II) 2022 Audit Committee's Report

• (III) 2022 Directors' Remuneration Report.

• (IV) Report on shareholders’ proposals at the annual general meeting.

• IV. Ratifications

• (I) 2022 Business Report and Financial Statements.

• (II) 2022 Loss Appropriation Table.

• V. Discussion items

• (I) Amendment to some clauses of the “Articles of Incorporation”

• (II) Amendments to some clauses of the "Rules of Procedure for Shareholders' Meetings."

• (III) Proposal of cash capital increase for common stock private placement.

• VI. Election matters

• (I) Full re-election of directors.

• VII. Other motions

• (I) Removal of restrictions on competing business activities by new directors.

VIII.Extempore motions

• IX. Adjournment

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Reports

• I. 2022 Business Report, submitted for review.

• Description: For the 2022 Business Report, please refer to Attachment I of the Handbook. (p. 16-22)

• II. 2022 Audit Committee's audit Report, submitted for review.

• Description: For the 2022 Audit Committee's audit Report, please refer to Attachment II of the Handbook. (p. 23)

III. 2022 Directors' Remuneration Report, submitted for review. Description:

1. The remuneration policy, system, standards and structure of the Company's general directors and independent directors, and the relevance to the amount of remuneration based on the responsibilities, risks, time invested and other factors:

   • (I) According to the Company's Articles of Incorporation, the remuneration to the Chairman, Vice Chairman, and Directors shall be determined by the Board of Directors in accordance with their level of participation and contribution to the Company's operations, and with reference to industry standards at home and abroad.

   • (II) The Company's Articles of Incorporation also stipulates that directors' remuneration shall not be higher than 3% of the annual profit.

2. For the details of the remuneration to each director of the Company, please refer to Attachment III of this handbook. (p. 24)

3. IV. Report on shareholders’ proposals at the annual general meeting, submitted for review. Description: The period for accepting shareholders’ proposals was April 21 to May 2, 2023, which was announced on the Market Observation Post System (MOPS) as required by the law. During this period, the Company did not accept any proposals from the shareholders.

4. 3 -

Ratifications

Motion 1: Proposed by the Board of Directors

Cause: 2022 Business Report and Financial Statements, submitted for ratification. Description:

1. The Company's 2022 financial statements and consolidated financial statements were audited and certified by Huang Yao-Lin and Chou Shih-Chieh of Deloitte Taiwan. The Audit Committee has also issued an audit report together with the Business Report on file.

2. For the above-stated business report, audit report of accountants, financial statements and consolidated financial statements, please refer to Attachment I and Attachment IV of the Handbook (p. 16-22 and 25-46)

3. Submitted for ratification

Resolution:

Motion 2: Proposed by the Board of Directors

Cause: Motion for the 2022 loss appropriation table, submitted for ratification. Description:

1. Handled in accordance with Article 20 and Article 228 of the Company Act and Article 36 of the Securities and Exchange Act.

2. For the 2022 loss appropriation table, please refer to Attachment V of the Handbook. (p. 47)

3. Submitted for ratification

Resolution:

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Discussion items

Motion 1: Proposed by the Board of Directors

Cause: Motion for the amendments to some clauses of the “Articles of Incorporation”, submitted for discussion.

Description:

1. Some clauses of the Company’s “Articles of Incorporation” were amended to accommodate the amendments to the Company Act.

2. For the comparison table of the "Articles of Incorporation" before and after amendment, please refer to Attachment VI of this handbook. (p. 48-50)

3. Submitted for discussion.

Resolution:

Motion II: Proposed by the Board of Directors

Cause of motion: Amendments to the "Rules of Procedure for Shareholders' Meetings" are presented for discussion.

Description:

1. To comply with the amendments to the laws and regulations, partially amended the "Rules of Procedure for Shareholders' Meetings".

2. For the comparison table of the provisions of the "Rules of Procedure for Shareholders’ meetings" before and after amendment, please refer to Attachment VII of this Handbook. (p. 51-52)

3. Submitted for discussion.

Resolution:

Motion III: Proposed by the Board of Directors

Cause of motion: Proposal of private placement of common stock for capital increase in cash, presented for discussion.

Description:

• (I) For the Company's capital needs for enriching working capital, repayment of bank borrowings, improving financial structure, or supporting the Company's future diversified business development (including but not limited to reinvestment, enrichment of working capital for new businesses), It is proposed to be submitted to the shareholders' meeting to authorize the Board of Directors to, subject to the market conditions and in line with the actual capital needs of the Company, at an appropriate time in accordance with the Articles of Incorporation or relevant laws and regulations, within the limit of 20,000,000 shares, the par value of NT$10 per share NTD. In accordance with Article 43-6 of the Securities and Exchange Act, the shareholders' meeting shall be executed in one or two installments within one year from the date of the resolution of the shareholders' meeting.

• (II) Type of securities issued:

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Within the quota of 20,000,000 shares for private placements, the par value per share is NT$10.

• (III) The basis and reasonableness of the pricing:

• The reference price of the private placement common stock shall be determined based on the higher of the following two criteria:

  • (1) The simple average of the closing prices of the common shares for one day, three, and five business days prior to the pricing date, less the ex-rights and dividends of the gratis allotment, and adding back the price per share after capital reduction and ex-rights.

  • (2) The simple average of the closing prices of the common shares for the 30 business days prior to the pricing date, less the ex-rights and dividends of the gratis allotment, and adding back the price per share after capital reduction and ex-rights.

• The actual issue price of the private placement of common stock is intended to be no less than 80% of the reference price if the offeror is an insider or a related party of the Company or other specific person in compliance with Article 43-6 of the Securities and Exchange Act and other regulations of the Financial Supervisory Commission (FSC), June 13, 2002 under (91) Tai-Cai-Yi-Zi Order No. 0910003455, and shall not be less than the par value of the stock. For strategic investors, the issue price is intended to be no less than 60% of the reference price and no less than the par value of the shares. The Company has commissioned an independent expert, Bo Song CPAs, CPA Yu Liang Yuen, to issue a copy of the basis percentage of the private placement pricing. Please refer to Attachment VIII (p. 53-54). The actual pricing date and the actual private placement price shall be submitted to the shareholders' meeting for authorization of the Board of Directors to decide based on the circumstances of the specific parties and market conditions.

• Reasonableness of pricing:

  • (1) In addition to the three-year restriction on the transfer of private placement securities under the Securities and Exchange Act and the strict regulation of the qualifications of the offeror, the conditions for the issuance of private placement securities are set in accordance with the relevant provisions of the "Notes to Public Companies Handling Private Placement Securities", so that there is no significant damage to shareholders' rights and interests and the price setting principle is reasonable.

  • (2) If the applicant is an insider or a related party of the Company, the issue price of the common stock shall not be lower than 80% of the reference price of the common stock, and shall not be lower than the face value, which is in line with market pricing principles, it should be reasonable.

If the offeree is a strategic investor, the Company has referred to the prevailing laws and regulations and considered the subscription

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willingness of strategic investors. The common stock issue price shall be no less than 60% of the reference price of common shares and shall not be less than The pricing principle is mainly to hope that the successful introduction of strategic investors in the future will bring new development areas and profit opportunities to the Company, and enable the Company to expand operations. The pricing of the introduction of strategic investors in the market was considered, and has commissioned an independent expert, Bo Song CPAs, CPA Yu Liang Yuen to issue an opinion on the basis and reasonableness of the pricing of the private placement, and the pricing principle should be reasonable.

• (IV) Selection of specific person:

• The candidates for the resolution private placement shall meet the requirements of Article 43-6 of the Securities and Exchange Act and the former Tai-Cai-Zheng-(1)-Zi-0910003455 dated June 13, 2002 issued by the Securities and Futures Commission of the Ministry of Finance. and the "Notes for Public Companies Conducting Private Placements of Securities" and other relevant letters and regulations (including but not limited to insiders, relationship personnel who can directly or indirectly contribute to the Company's future operations investors or strategic investors).

• Purpose of the offeree's selection:

  • No specific person has been identified yet. It is proposed that the Board of Directors authorize the Chairman to select a specific person from among those who can directly or indirectly benefit the Company's future operations and meet the requirements of the competent authority.

• If the offeree is an insider or a related party:

  • (1) Selection method and purpose of the offeree: Those who can directly or indirectly benefit the future operation of the Company and have a certain understanding of the operation of the Company that is beneficial to the future operation and development of the Company.

  • (2) Necessity: In order to improve the Company's profitability, strengthen the financial structure, maintain the Company's sustainable operations, and strengthen the stability of the management, in order to avoid affecting the Company's normal operations, it is proposed to raise funds from specific persons in the form of private placements to improve the Company's overall operations Physical fitness.

  • (3) Expected benefits: The injection of funds from the offerees can secure stable long-term funds, reduce the dependence on banks for financing, reduce interest expenses, and make the use of funds more flexible.

  • (4) List of offerees: If the offeree is an insider or a related party, please refer to Attachment IX (p. 65) for the list of potential applicants.

• If the offeree is a strategic investor:

  • (1) Selection method and purpose of the offeree: Those who can directly or indirectly benefit the future operation of the Company and have a certain understanding of the operation of the Company that is beneficial to the future operation and development of the Company.

  • (2) Necessity: In order to improve the company's profitability, strengthen financial structure, and maintain the company's sustainable operations, it is proposed to look for strategic investors who can improve the

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company's overall operating structure by borrowing their own experience, technology, knowledge or access. Therefore, this private placement should be considered as a strategic investor that is helpful to the Company's future business development. It should be necessary and reasonable, but no strategic investor has been determined so far.

  - (3) Expected benefits: The introduction of strategic investors through private placements can help obtain long-term stable funds at a lower cost of capital, and use their experience, technology, knowledge, or access to improve the company's overall operating health and enhance the Company's Shareholders' equity as a whole.

• (V) Reasons for private placement:

• Reasons for not adopting public offering: Considering the timeliness and feasibility of raising funds, and the uncertainties of the capital market, and effectively reducing the cost of capital, it is proposed to raise funds through private placement from specific persons.

• Private placement quota: The total number of shares does not exceed the quota of 20,000,000 shares to undergo a private placement of common shares at a par value of NT$10 per share.

• Purposes of private placement funds and expected benefits:

This private placement plan will be conducted in one or two tranches from the date of the resolution of the shareholders' meeting:

Frequency	Use of Funds	Expected benefits
The 1st ~ The 2nd	Enrich working capital, repay bank loans, improve financial structure, or support the Company's future capital needs for diversified business development (including but not limited to reinvestment, enrichment of working capital for new businesses)	Obtain stable long-term capital, and reduce dependence on bank financing, reduce interest expenses, and use capital more flexibly.

• (VI) The Company has contacted Bank Taichung Securities Co., Ltd. for an opinion on the necessity and reasonableness of the private placement. Please refer to Attachment X (p. 66-74).

• (VII) Rights and obligations of the private placement common shares: Same as the common shares issued by the Company. Notwithstanding, according to the Securities and Exchange Act, the common shares from the private placement may not be resold within three years from the delivery date, except under the circumstances specified in Article 43-8 of the Securities and Exchange Act. The private placement of common shares and the common shares to be distributed subsequently shall be subject to the authorization of the Board of Directors to determine, subject to the prevailing circumstances, upon expiration of three years from the date of delivery, whether to obtain a Letter of Consent with TWSE that complies with the listing requirements. Apply to the competent authority for a supplementary offering and for listing and trading.

• (VIII) The issuance conditions, planned projects, progress of capital utilization, expected benefits, and other matters that have not been addressed in the private placement are subject to amendment by the competent authority in the future or if amendment is required due to changes in the objective environment, or

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compliance with applicable laws and regulations.

• (IX) Authorize the Chairman or the person designated by the Chairman to sign and negotiate all contracts or documents related to the private placement of common shares, and handle all matters related to the private placement of common shares on behalf of the Company.

• (X) The Company has complied with the Taiwan Stock Exchange Corporation Tai-Zheng-Shang-Yi-Zi No. 1121802632 issued on June 6, 2023 and the Securities Investor and Futures Trader Protection Letter No. 1120002046 issued on June 7, 2023, regarding the issue of the "Price Reasonableness Opinion for Private Placement of Common Shares" (hereinafter referred to as the " Opinion ") issued by CPAs Yu Liang-Yuan, CPAs of Bosong Accounting Firm. The additional disclosure requires the following:

• In this opinion, it is stated that Ji-Haw Industrial is a TPEx listed company (page 4, page 7, and page 8) and that its main business line is "food and beverage services." This is a misstatement, and have contacted the CPA to update the Opinion regarding the misstatement. (see Attachment VIII for details).

• Description on sample selection: The selection criteria for the Opinion were based on companies of similar scale of operating revenue in the past 4 quarters (detailed in paragraph 1, p. 8 of the report). The original comparison information of peers is as follows: The operating revenue of Ji-Haw Industrial in 2022Q2~2023Q1 is 1,317,955 thousand NT$. Considering the operating revenue of Space Shuttle is 1.23 times higher than that of Ji-Haw Industrial, 18.97 times of Pan-International Industrial Corp., 71.29 times of Cheng Uei Precision, 23.63 times of Sinbon, and 12.88 times of that of Speed Tech. The scales vary greatly. The difference between the three finally selected for the sample was less than 40% from that of Ji-Haw Industrial, and they happened to be listed as TPEX-listed companies. Therefore, the sample selection process was entirely based on the scale of operating revenue, and no special consideration was given to TWSE or TPEX-listed companies.

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Unit: NT$thousand	Unit: NT$thousand	Unit: NT$thousand	Unit: NT$thousand	Unit: NT$thousand
		2022 Q2~	Ji-Haw
Code	Name			Difference %
		2023 Q1	Industrial
2328	Pan-International Industrial Corp.	26,322,584	1,317,955	1,897%
2392	Cheng Uei Precision Industry Co., Ltd.	95,275,967	1,317,955	7,129%
2440	Space Shuttle Hi-Tech Co., Ltd.	2,934,654	1,317,955	123%
3023	SINBON ELECTRONICS CO., LTD.	32,458,034	1,317,955	2,363%
5457	SPEED TECH CORP.	18,292,504	1,317,955	1,288%
5488	SUNFPU TECHNOLOGY CO.,LTD.	1,289,359	1,317,955	(2%)
6134	WanShih Electronic Co., Ltd.	1,401,842	1,317,955	6%
6158	P-TWO Industries Inc.	1,788,997	1,317,955	36%

Source: Taiwan Economic Journal database/self-organized

1. Regarding the missing weighted proportion parameters: The current status of the subject of evaluation and the evaluation purpose should be considered when selecting and deciding the evaluation method. Different evaluation purposes may lead to different conclusions depending on the current state of the target object.

2. In practice, the income approach must rely on the estimated values of future cash flows (or quantification of profitability), which involves many hypothetical items and is subject to high uncertainty. Asset approach, applicable to companies in the initial stage, the revenue and net income have not yet developed on the track, reliable and reasonable prospective financial information cannot be provided, and the company's position in the market is not as good as that of peers; or the industry prospect is uncertain In addition, for companies that plan to discontinue operations, the liquidation value calculated using the asset method may be more critical than other methods. For the sustainable operation of enterprises, the asset approach also cannot adequately reflect the possible comprehensive benefits and future operating value of assets, and is not the best method for estimating the equity value.

Therefore, this opinion intends to adopt the market approach and take into account objective factors in the market to comprehensively evaluate the reasonableness of this private placement of common shares. (Described on p. 7 of the report).

Generally speaking , performance indicators include operating

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revenue, earnings per share, and equity book value, and then based on the value basis (equity value or enterprise value) corresponding to the measurement indicators, form the enterprise value to operating revenue ratio (EV/Sales),Value multiples such as EV/EBITDA, P/B, and price-to-earnings (P/E) ratio. Each value multiple expresses a different aspect of value. However, the main business of Hyo Industrial is in a loss state and it is not suitable for the EV/EBITDA and price-to-earnings (P/E) ratios to be adopted. The EV/Sales ratio and the P/B ratio are used to evaluate the value per share of Ji-Haw Industrial. (Described on p. 9 of the report). The opinion paper uses the market approach - the price per share calculated by the market price method to be between NT$23.49 and NT$29.56, and the market approach - the price per share calculated by the analogous company method is NT$12.02. weights are to be given to calculate the price range.

There is no pre-set position in the opinion paper. Therefore, it is considered that each multiplier has the same effect on value. After the value multiplier is calculated, the same weight is assigned to the price range if there are no other special circumstances. Avoid artificially different weights that may affect prices.

1. No price adjustment for liquidity: The private placement of Ji-Haw Industrial is to arrange private placement of common shares at no less than 60% of the reference price and not less than the par value, which is no lower than the original requirement of no less than 80%. The price range is lower, and it is easier for external strategic investors to purchase private equity at a lower price. In order to protect the interests of the shareholders who have purchased the common shares of Ji-Haw Industrial in the public market, it is proposed that the liquidity discount will not be adjusted.

	Original evaluation interval	Assuming discount (Based on 20%)	5/5/2023 Closing price
Price	$17.76 - $20.79	$14.2 - $16.63	$29.9

(XI) Submitted for discussion. Resolution:

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Election matters

Motion 1: Proposed by the Board of Directors Cause of motion: Full re-election of directors. Description:

1. The term of office of the current directors will expire on June 19, 2025. It is intended that a general re-election will be held in conjunction with the Annual General Meeting of Shareholders.

2. According to the Company's Articles of Incorporation, seven directors (including three independent directors) shall be elected. The candidate nomination system shall be adopted for the election of directors. The term of office of the director shall be three years from June 29, 202 The term of office of the Directors ends upon the completion of the General Shareholders' Meeting.

3. The list of director and independent director candidates, along with their relevant information, for the current board term, which was originally set to expire on June 19, 2025, is as follows:

Director candidate	Academic background	Experience	Current job	Number of sharesheld
Chao-Yang He	Bachelor, Department of Chemical Engineering, National Cheng Kung University	Chengmei Materials Technology Co., Ltd./Chairman Chi Mei Corporation/ President Vice Chairman and President, Chi Mei Electronics Co., Ltd.	Chairman of Chengmei Materials Technology Co., Ltd. Director of Weicai Video Technology Co., Ltd. Executive Director of Ningbo Chengmei Material Technology Co., Ltd. Chairman of Cheng Hui Investment Co., Ltd. Chairman of Cheng Fai Trading Co., Ltd. Executive Director of Chengmei Materials Technology (Samoa) Co., Ltd.	0 shares
Po-Hu Tseng	Department of Electronic Engineering, National Chiao Tung University Institute of Electronics, Industrial Technology Research Institute	Smart Information Security Technology Co., Ltd./Director Quanta Electronics/Senior Assistant Vice President Cheng An Computer Co., Ltd./Person in charge,	Smart Information Security Technology Co., Ltd./Director	0 shares
Hao-Ji Shih	Master of Finance, National Taiwan University Master of Civil Engineering, National Taiwan University	Vice Chairman of Poly Pacific Construction/Vice Chairman Assistant Manager, Capital Markets Department, KGI Securities Director, Taiwan Angel InvestmentAssociation	Vice Chairman of Poly Pacific Construction/Vice Chairman Nian Mei Investment Co., Ltd./Chairman Chi Qu Asset Investment Co., Ltd./Supervisor	0 shares
Guo, Chen Guo, Chen	Bachelor of Electronic Engineering, Wuhan University	OneConnect Financial Technology (Singapore) Co.Pte.	OneConnect Financial Technology (Singapore) Co. Pte. Ltd/Senior Manager,ProjectManagement	0 shares

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Director candidate	Academic background	Experience	Current job	Number of sharesheld
		Ltd./Senior Project Manager SENSETIME INTERNATIONAL PTE. LTD/Technical Director Nokia Solutions And Networks Holdings Singapore Pte. Ltd/Project Manager

Independent director candidate	Academic background	Experience	Current job	Number of shares held
En-Kuo Wang	Master of Regional Economics, Jinan University, Guangzhou	Dongyu Technology Co., Ltd./Vice Chairman Nanchang Lingguang Technology Co., Ltd./Chairman ProMOS Technology Co., Ltd./Director Optolink Electronics Co., Ltd./Vice Chairman	Vice Chairman of Dongyu Technology Co., Ltd. Chairman of Nanchang Lingguang Technology Co., Ltd. Director of Wuxi Lingguang Technology Co., Ltd. Director of ProMOS Technology Co., Ltd. Independent Director, Nenghai Power Technology Co., Ltd. Chairman of Phu Quoc Live Broadcasting Co., Ltd. Person-in-charge of TYNTEK Consulting Co., Ltd. Person in charge of Xinben Investment Co., Ltd.	2,000 shares
Kuan-Wen Lu	EMBA, National Taiwan University Master of Commerce	Solomon Asset Management Co., Ltd./Chairman KPMG/Senior Consultant Women's Rights Foundation/Supervisor KPMG/Partner	Solomon Asset Management Co., Ltd./Chairman KPMG/Senior Consultant Women's Rights Foundation/Supervisor	0 shares
Xin-Jie Gong	Master of Law, University of Minnesota College of Law Department of Law, National Chengchi University	Huan Chung Law Office/Chief Attorney-at-Law Attorney-at-Law/Partner of Chien Yeh Law Firm	Huan Chung Law Office/Chief Attorney-at-Law Well-Being Business Co., Ltd./Independent Director Lung Hup International Management Co., Ltd./Director	0 shares

1. The election was held in accordance with the "Procedures for Election of Directors" after the Company's name change.

2. The election is held.

Election results:

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Other motions

Motion 1: Proposed by the Board of Directors

Subject: Removal of restrictions on non-competition by new directors, proposed for discussion.

Description:

1. Pursuant to Article 209 of the Company Act, "where a director has acted for himself or herself or another person that is within the scope of the company's business, the director shall explain to the shareholders' meeting the important details of his or her act and obtain permission."

2. In order to make use of the professionalism and relevant experience of the Company's directors, it is proposed to submit a motion to the general shareholders' meeting to agree to lift the restrictions on competing behaviors for newly elected directors.

3. The details of the lifting of the non-competition prohibition for directors are as follows:

Serial **number **	Category	Name	Names and positions of other companies held concurrently
1	Director	Chao-Yang He	Chairman of Chengmei Materials Technology Co., Ltd. Director of Weicai Video Technology Co., Ltd. Executive Director of Ningbo Chengmei Material Technology Co., Ltd. Chairman of Cheng Hui Investment Co., Ltd. Chairman of Cheng Fai Trading Co., Ltd. Executive Director of Chengmei Materials Technology (Samoa) Co.,Ltd.
2	Director	Po-Hu Tseng	Smart InformationSecurityTechnology Co.,Ltd./Director
3	Director	Hao-Ji Shih	Vice Chairman of Poly Pacific Construction/Vice Chairman Nian Mei Investment Co., Ltd./Chairman ChiQu Asset InvestmentCo.,Ltd./Supervisor
4	Director	Guo, Chen Guo, Chen	OneConnect Financial Technology (Singapore) Co. Pte. Ltd/Senior Manager,Project Management
5	Independent director	En-Kuo Wang	Dongyu Technology Co., Ltd./Vice Chairman Nanchang Lingguang Technology Co., Ltd./Chairman Wuxi Lingguang Technology Co., Ltd./Director ProMOS Technology Co., Ltd./Director Nenghai Power Technology Co., Ltd./Independent Director Phu Quoc Live Broadcasting Co., Ltd./Chairman Tekcon Consulting Co., Ltd./Person in charge Xinben InvestmentCo.,Ltd./Person in charge
6	Independent director	Kuan-Wen Lu	Solomon Asset Management Co., Ltd./Chairman KPMG/Senior Consultant Foundation of Women's Rights Promotion and Development /Supervisor
7	Independent director	Xin-Jie Gong	Huan Chung Law Office/Chief Attorney-at-Law Well-Being Business Co., Ltd./Independent Director LungHupInternational ManagementCo.,Ltd./Director

1. Submitted for discussion.

Resolution:

14

Extempore motions

Adjournment

15

Attachment I. 2022 Business Report

Ji-Haw Industrial, Co., Ltd.

Business Report

Dear Shareholders, Ladies and Gentlemen,

Looking back at 2022, the global economic and political changes are ever-changing, and the global economy has gone through a year of changes under the epidemic and the U.S.-China trade confrontation, experiencing the global spread of pneumonia in Wuhan and the closure of the city, the U.S.-China trade war for world dominance, the impact of the Soviet-Ukrainian war, and many other uncertain factors interfere, resulting in the slowdown of economic growth to a precipitous fall. According to the research data of Gartner or IDC, the global demand for personal computers will decline significantly in 2022, and the industry uncertainties will greatly change the operating environment of the computer industry. The U.S.-China trade confrontation requires suppliers to move away from production in China, and the pandemic has prevented such exodus, which in turn affects the production and growth of component-related industries. Meanwhile, the confrontation between the U.S. and China has revolved into cross-strait politics. Under the influence of cross-strait politics, the war with the Soviet Union and Ukraine has caused the increase of raw materials to continuously increase the cost of manpower and materials in the manufacturing industry. The eradication of the pandemic made it more difficult to obtain direct manpower.

Taiwan's industries are under attack, and the main products are facing the trend of low prices and high specifications. The profit margins are greatly eroded. How to break away from the traditional manufacturing industry and move to a business model that combines technology integration and services to create additional value is believed to be the key to future success. In the face of rapid changes in the external market and industrial environment, Ji-Haw can only maintain the speed of change in the market, customers, products, process technology, and management if it follows the trend more diligently, continues to improve technology and management, and strengthens the transformation in the market, customers, products, process technology, and management, to achieve steady growth and achieve business goals.

According to IDC's forecast, the major driving forces that will affect Taiwan's ICT market in the future are autonomous vehicles, 5G mobile networks, industrial automation 4.0, edge computing, and social network Internet of Things. In particular, the diversification of production locations outside China has become an inevitable way to go. Under the market trend mentioned above, it penetrates into the application scenarios of the consumer industry, automotive products, and medical industries. In the future, the Ji-Haw product line will also integrate the technologies of

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other vendors to provide the overall technical services required by customers.

In the next few years, it is inevitable to follow the trends of the world. Cord assemblies will gradually mature and become unified into UHF. It will bring infinite possibilities for the application of technology and consumer life. In the future, Jinhao will actively combine partners with different industrial backgrounds to develop related products and services, and fulfill its corporate responsibility for the optimization of living and life quality.

Although the external environment is not optimistic, the competitive pressure is still sufficient to remind us of the inadequacy of our operations. Today, we are confident that our professional technology, rapid response, and continuous improvement of management capabilities will continue the past value and create higher investment returns.

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I. 2022 Business results

• (I) Business plan implementation results and budget execution

• Operating income: Net operating income for 2022 totaled NT$1,497,478 thousand, an increase of NT$77,269 thousand from net of NT$1,574,747 thousand for 2021.

• Net loss after tax: Net loss after tax for 2022 totaled NT$13,486 thousand, an increase of NT$53,443 thousand from net loss after tax of NT$66,929 in 2021. The achievement rate for the 2022 budget execution rate is in line with expectations.

• (II) Analysis of income, expenditures, and profitability

Unit: NT$ thousand

Item	2022	2021
Net cash inflow(outflow)from operatingactivities	112,079	165,179
Net cash inflow(outflow)from investingactivities	79,838	209,338
Net cash inflow(outflow)from financingactivities	(180,308)	134,539
Return on assets	(0.92)	3.26
Return on equity	(1.33)	6.8
Netyield	(0.9)	4.25
Earningsper share (NT$)	(0.12)	0.59

(III) Research and development

Major R&D results for the year and up to the publication date of the annual report:

1. Modular production improvement and enhancement for Type C, HDMI 2.1 and USB 4.1 transmission cable assemblies

2. Introduced production and modular production of special wire assemblies for electric vehicles

3. Development of the transmission cable assembly for the ultra-soft elastic wire assembly completed.

4. Continuous development of autonomous vehicle sensing cable assemblies

5. Electronic small products - adapters for various interfaces, automotive panels...

6. Improvement and improvement of UHF and high conductivity wire Rods. Adding functions and reducing costs can increase profits.

II. Summary of 2023 Business Plan

• (I) Business policy

• Operations: Strengthen management information systems and improve business management information integration efficiency; reinforce talent recruitment and training; enhance global operations management; and refine cost and expense control.

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1. Products: PC/NB/tablet PC/monitors/servers and connection cables for peripheral equipment; connection cables for online gaming consoles; connection cables for LCD TVs and LCD screens; connection cables for communications/office equipment/network systems; active components for optical communication products; automotive connection cable sets; automotive circuit assembly generation and automotive cable sets; production and sales of eco-friendly equipment and components; and eco-friendly material introduction.

2. Customer relations management; customer development in new markets: energy/medical/biotech/automotive/industrial/household appliances/office equipment/cloud center markets.

3. R&D: Continue to develop on-trend and niche products; combine external R&D resources to quickly develop various application products; process automatic equipment development and introduction; and build a pre-product development quality control process (APQC).

4. Production: Strengthen production capabilities and supply chain in different areas and use the IE approach to improve production efficiency and reasonableness; improve production and marketing mechanisms to balance the use of production capacity; continue to promote high precision products for automatic production and inspection processes; strengthen the application capability of information tools by remotely monitoring and improving efficiency and yield; and management of externally purchased/OEM supply chains.

(II) Expected sales and their basis

The Company’s main business is the manufacturing and sales of computers, their peripheral products and communications products. The launch of electronic products was based on the Company’s past experience with customers and the actual operation and order-taking status of 2023 Q1, while taking into account the increasingly optimistic global economic situation and recovery of computer products. Estimated sales of major products for 2023 are as follows:

Unit: Thousand pcs

	2022 actual number	2023 estimated number
Connection cables	83,352	75,016
Others	0	0
Total	83,352	75,016

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• (III) Important production and marketing policies

• Marketing strategy

• (1) Make a proactive approach to take part in business exhibitions and seminars both at home and overseas to improve product visibility and increase the possibility to work with peers in the industry.

• (2) Develop channel sales ability in niche markets

• (3) Actively develop customers in other product areas to balance the sales disparity between slow and peak seasons.

• (4) Focus on profit management by making good use of existing production capacity to avoid inventory backlog.

• Production policy

• (1)Enhance the management capabilities of external resources: Screen and counsel appropriate suppliers, effectively control the timeliness and quality yield of the supply chain and reduce material turnover in transit.

• (2)Strengthen production capacity forecasting and control capability: Improve the accuracy of production capacity forecasting and balance internal and external production capacity.

• (3)Reinforce material management capability: Use the management information system to improve the timeliness of materials, while reducing material inventory backlog, material inventory level warning and immediate handling.

• (4)Process equipment precision and automation improvement: Continuously improve production equipment and jigs to increase production quality and performance.

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III. The Company’s future development strategy

With many years of experience in the connector cable industry, Ji-Haw has a strong R&D foundation and production management capability. The development strategy for the future will be further extended following this foundation:

1. Enhance the product and service quality with the Company’s 30 years of R&D foundation through the international well-known brands of approved suppliers and the laboratory in China with national certification.

2. Make good use of product R&D capabilities and production bases; integrate collaboration opportunities with different industries to extend the business from parts and components to components/systems, and from peripherals to markets with growth potential including cloud center products/medical biotechnology/networking/industrial control/medical/energy/auto-drive trip system markets.

3. Cultivate strategic customers and proactively build partnerships with other international manufacturers through development, design and customization in terms of production upon orders; expand business opportunities by quickly responding to customers’ time to market and time to volume.

IV. The impact of the external competitive environment, the regulatory environment and the overall business environment

Under the impact of COVID-19 and US-China Trade War, together with China’s policy to adjust domestic and foreign demand and industrial structure, the growth momentum of China’s economy has shifted from export sales to domestic demand. This has increased labor costs in the manufacturing industry, making it more difficult to acquire direct labor. At the same time, with local procurement the main focus of many policies, the future competitive pressure from peers in China and Southeast Asia will become the main factor for impact. However, as policies fully support automotive electronics, environmental protection and energy conservation fields, the Company will strive to enter the relevant fields and develop new products that are on par with market trends. Based on this, the Company is to shift from a manufacturing-oriented strategy to a technology integrated and service-oriented strategy. In doing this, we should be able to effectively strengthen future competitiveness, while opening up extensive and long-term marketing opportunities.

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Ji-Haw Industrial, Co., Ltd. Chairman: Lin Wen-Huang Manager: Wu, Chia-Hsin Accounting Supervisor: Mei-Chen Chu

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Attachment II. 2022 Audit Committee's Report

Ji-Haw Industrial, Co., Ltd. Audit Committee's Review Report

The Board of Directors has audited and certified the consolidated financial statements, the consolidated financial statements, the individual financial statements and the proposed loss appropriation for the year ended December 31, 2022. The consolidated financial statements and individual financial statements have been audited and completed by Deloitte Taiwan CPAs, CPA Huang Yao Lin, and Chou Shih Chieh, and a report thereon has been issued. We have audited the above-mentioned business reports, consolidated financial statements, individual financial statements and loss reversals and concluded that there are no inconsistencies. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, issue a report and submit it for examination.

Sincerely,

2023 annual general meeting of Ji-Haw Industrial, Co., Ltd.

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Ji-Haw Industrial, Co., Ltd.

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Audit Committee Convener: Yeh Chi-Nan

March 17, 2023

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Attachment III. Details of Individual Remunerations to Directors in 2022

Remuneration to general directors and independent directors

Title	Name	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	The sum of A, B, C and D as a percentage of net loss after tax (Note 10)	The sum of A, B, C and D as a percentage of net loss after tax (Note 10)	Remuneration received as company part-time employee	Remuneration received as company part-time employee	Remuneration received as company part-time employee	Remuneration received as company part-time employee	Remuneration received as company part-time employee	Remuneration received as company part-time employee	Remuneration received as company part-time employee	Remuneration received as company part-time employee	Sum of A, B, C, D, E, F and G as a percentage of net loss after tax ( Note 10 )	Sum of A, B, C, D, E, F and G as a percentage of net loss after tax ( Note 10 )	Remuneration received from investees other than subsidiaries or parent company ( Note 11)
		Remunera tion (A) (Note 2)		Severance pay and pension (B)		Remuneration to directors (C) (Note 3)		Operational expenses (D) (Note 4)				Salaries, bonuses and special allowances (E) ( Note 5 )		Severance pay/ retirement allowance (F)		Remuneration to employees (G) ( Note 6 ))
		The Company	All companies included in the financial report ( Note 7)	The Company	All companies included in the financial report ( Note 7)	The Company	All companies included in the financial report ( Note 7)	The Company	The Company	The Company	All companies included in the financial report ( Note 7)	The Company	All companies included in the financial report ( Note 7)	The Company	All companies included in the financial report ( Note 7)	The Company		All companies included in the Financial Report ( Note 7)		The Company	All companies included in the financial report
																Amount in cash	Amount in stock	Amount in cash	Amount in stock
Chairman	Lin Wen-Hwang	0	0	0	0	0	0	0	0	0	0	1,760	1,760	98	98	0	0	0	0	13.05%	13.05%	None
Director	Lin Da-Sen	0	0	0	0	0	0	0	0	0	0	1,254	1,254	67	67	0	0	0	0	9.30%	9.30%	None
Director	Wu Chia-Shin	0	0	0	0	0	0	0	0	0	0	1,557	1,557	81	81	0	0	0	0	11.54%	11.54%	None
Director	Chen Po-Shou	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0.00%	0.00%	None
Independent director	Yeh Chi-Nan	0	0	0	0	0	0	105	105	0.27%	0.27%	0	0	0	0	0	0	0	0	0.27%	0.27%	None
Independent director	E Hsin-Chuan	0	0	0	0	0	0	105	105	0.27%	0.27%	0	0	0	0	0	0	0	0	0.27%	0.27%	None
Independent director	Wang Wei-Chi	0	0	0	0	0	0	180	180	1.33%	1.33%	0	0	0	0	0	0	0	0	1.33%	1.33%	None

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Attachment IV. Auditor 's Report, Financial Statements, and Consolidated Financial Statements for 2022

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Independent Auditor's Report

To Ji-Haw Industrial, Co., Ltd:

Opinions

Ji-Haw Industrial, Co., Ltd. and subsidiaries have audited the consolidated balance sheets of How How Industries, Inc. and subsidiaries as of December 31, 2022 and 2021, and the related consolidated statements of income, changes in equity, and cash flows for the years ended December 31, 2022 and 2021, and the related notes to the consolidated financial statements, which include a summary of significant accounting policies.

In our opinion, all material disclosures of the consolidated financial statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms, the International Financial Reporting Standards (IFRS), the International Accounting Standards (IAS), and interpretations thereof that have been endorsed and issued into effect by the Financial Supervisory Commission. Sufficiently presented the consolidated financial position of Ji-Haw Industrial, Co., Ltd. and its subsidiaries as of December 31, 2022 and 2021, and the consolidated financial performance and consolidated cash for the years then ended December 31, 2022 and 2021 traffic. Basis of Audit Opinion

We conducted our audit in accordance with the Rules Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Auditing Standards. 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 Ji-Haw Industrial, Co., Ltd. and its subsidiaries in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

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Key Audit Issues

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

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Recognition of sales revenue from distribution warehouse

One of the sales models adopted by Ji-Haw Industrial, Co., Ltd. and its subsidiaries is to deliver the goods to the distribution warehouse designated by the customer, and then the customer to pick up the goods directly from the warehouse. It is recognized when the product is transferred to the customer, that is, when the product is delivered to the buyer, the buyer has discretion over the sale channel and price, and the Company and its subsidiaries have no outstanding performance obligation that may affect the customer's acceptance of the product The distribution warehouse is recognized as revenue. The logistics center monitors the shipment and usage of the distribution warehouse, and the control process is relatively complex. In addition, the sales amount of the distribution warehouse in 2022 was significant. Therefore, the sales revenue of the distribution warehouse in 2022 was classified as the sales of the current year. If the revenue increases and the amount is significant, the occurrence of the sales revenue is recognized as a key audit matter and is audited accordingly. Refer to Note 4 and 22 to the consolidated financial statements for the accounting policies and disclosures related to operating revenue.

Our principal audit procedures conducted to address the aforementioned key audit matters included:

1. Understand and test the design and implementation effectiveness of main internal controls related to the recognition of sales revenue from distribution warehouse.

2. Select sufficient samples from the transaction details of customers from whom the sales revenue from the distribution warehouse has increased significantly, check the transaction vouchers, and confirm the remittance beneficiary and the payment collection process to confirm the existence of the sales transaction.

3. For the customers from whom the sales revenue from the distribution warehouse has increased significantly, send the confirmation letter for year-end account balances in

26

accounts receivables and apply alternative procedures if responses to confirmation requests are not received in time, including the examination of transaction certificates and subsequent cash receipts.

Other Matters

Ji-Haw Industrial, Co., Ltd. has already prepared the parent company only financial statements for the years ended December 31, 2022 and 2021, for which we have issued an unqualified opinion.

Responsibilities of the Management and Governance Body to 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 with the IFRSs, IASs, IFRC, 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 ability of Ji-Haw Industrial, Co., Ltd. and its subsidiaries 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 Ji-Haw Industrial, Co., Ltd. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

The governing body of the Group (including the Audit Committee) is responsible for overseeing the financial reporting process of Ji-Haw Industrial, Co., Ltd. and its subsidiaries. Responsibilities of the Auditor When Auditing 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 assurance but is not a guarantee that an audit conducted in accordance with the Auditing Standards will always detect a material misstatement when it exists in the consolidated financial statements. 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.

We exercise professional judgment and skepticism during audits in accordance with the

27

Auditing Standards. We also:

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

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Ji-Haw Industrial, Co., Ltd. and its subsidiaries.

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Ji-Haw Industrial, Co., Ltd. and its subsidiaries 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 Ji-Haw Industrial, Co., Ltd. and its subsidiaries to cease to continue as a going concern.

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

6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within Ji-Haw Industrial, Co., Ltd. and its subsidiaries 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

28

planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of Ji-Haw Industrial, Co., Ltd. and its subsidiaries for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in the audit report, unless the law does not prohibit the public disclosure of a specific matter, or in rare circumstances, we decide not to communicate a specific matter in the audit report, as we can reasonably expect that the resulting The negative impact will outweigh the public interest promoted.

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FSC approval reference number Jin-Guan-Zheng-Shen-Zi No. 1060004806

FSC approval reference number Jin-Guan-Zheng-Shen-Zi No. 1110348898

March 17, 2023

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Ji-Haw Industrial, Co., Ltd., and Subsidiaries Consolidated Balance Sheets December 31, 2022 and 2021

Account 1100 1110 1136 1170 1210 130X 1470 11XX 1510 1550 1600 1755 1760 1840 1990 15XX 1XXX Account 2100 2170 2200 2230 2280 2300 21XX 2570 2580 2640 2645 2670 25XX 2XXX 3100 3200 3310 3320 3350 3300 3400 3XXX	Assets Current assets Cash and cash equivalents (Note 4 and 6) Current financial assets at fair value through profit or loss (notes 4 and 7) Current financial assets at amortized cost (notes 4 and 9) Notes and accounts receivable, net (Notes IV.X and XXII) Other receivables－related parties (note 26 and 29) Inventories (note 4 and 11) Other current assets (Notes XVII and XXIV) Total current assets Non-current Assets Non-current financial assets at fair value through profit or loss (notes 4 and 7) Investments accounted for using equity method (notes 4 and 13) Property, plant and equipment (notes 4, 14 and 30) Right-of-use assets (Notes IV and XV) Investment property (Notes IV, XVI and XXX) Deferred income tax assets (note 4 and 24) Other non-current assets (Note 17) Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Short-term borrowings (note 18 and 30) Notes and Accounts Payable Other payables (note 19) Current income tax liabilities (note 4 and 24) Current lease liabilities (note 4 and 15) Other current liabilities (note 29) Total current liabilities Non-current liabilities Deferred income tax liabilities (note 4 and 24) Non-current lease liabilities (note 4 and 15) Net defined benefit liabilities (note 4 and 20) Guarantee deposits Other non-current liabilities (note 4) Total non-current liabilities Total liabilities EQUITY Share capital – Ordinary shares Capital surplus Accumulated losses Appropriated as legal capital reserve Special reserve Losses to be offset Total accumulated losses Other equity Total equity Total liabilities and equities		December31,2022 Amount % $ 397,756 24 1,265 - 26,795 2 386,932 23 2,097 - 324,255 19 16,339 1 1,155,439 69 336 - 98,965 6 264,115 16 39,044 2 86,927 5 28,927 2 4,001 - 522,315 31 $ 1,677,754 100 $ 100,000 6 309,023 18 41,760 3 8,944 1 935 - 87,541 5 548,203 33 54,895 3 45,371 3 823 - 2,203 - 6,286 - 109,578 6 657,781 39 1,127,192 67 226,697 14 23,586 1 218,029 13 494,359) ( 29) 252,744) ( 15) 81,172) ( 5) 1,019,973 61 $ 1,677,754 100	December31,2022 Amount % $ 397,756 24 1,265 - 26,795 2 386,932 23 2,097 - 324,255 19 16,339 1 1,155,439 69 336 - 98,965 6 264,115 16 39,044 2 86,927 5 28,927 2 4,001 - 522,315 31 $ 1,677,754 100 $ 100,000 6 309,023 18 41,760 3 8,944 1 935 - 87,541 5 548,203 33 54,895 3 45,371 3 823 - 2,203 - 6,286 - 109,578 6 657,781 39 1,127,192 67 226,697 14 23,586 1 218,029 13 494,359) ( 29) 252,744) ( 15) 81,172) ( 5) 1,019,973 61 $ 1,677,754 100		Unit: NT$ thousand December31,2021 Amount % $ 382,631 19 437 - 87,845 4 627,483 31 27,555 1 349,301 17 30,675 2 1,505,927 74 1,061 - 97,562 5 280,174 14 36,243 2 87,063 4 31,873 1 5,510 - 539,486 26 $ 2,045,413 100 $ 279,345 13 505,374 25 54,436 3 43 - 1,678 - 83,068 4 923,944 45 50,032 3 49,985 3 3,859 - 2,271 - 5,032 - 111,179 6 1,035,123 51 1,127,192 55 226,697 11 23,586 1 218,029 11 482,931) ( 24) 241,316) ( 12) 102,283) ( 5) 1,010,290 49 $ 2,045,413 100	Unit: NT$ thousand December31,2021 Amount % $ 382,631 19 437 - 87,845 4 627,483 31 27,555 1 349,301 17 30,675 2 1,505,927 74 1,061 - 97,562 5 280,174 14 36,243 2 87,063 4 31,873 1 5,510 - 539,486 26 $ 2,045,413 100 $ 279,345 13 505,374 25 54,436 3 43 - 1,678 - 83,068 4 923,944 45 50,032 3 49,985 3 3,859 - 2,271 - 5,032 - 111,179 6 1,035,123 51 1,127,192 55 226,697 11 23,586 1 218,029 11 482,931) ( 24) 241,316) ( 12) 102,283) ( 5) 1,010,290 49 $ 2,045,413 100
			Amount $ 397,756 1,265 26,795 386,932 2,097 324,255 16,339 1,155,439 336 98,965 264,115 39,044 86,927 28,927 4,001 522,315 $ 1,677,754 $ 100,000 309,023 41,760 8,944 935 87,541 548,203 54,895 45,371 823 2,203 6,286 109,578 657,781 1,127,192 226,697 23,586 218,029 494,359) 252,744) 81,172) 1,019,973 $ 1,677,754			Amount $ 382,631 437 87,845 627,483 27,555 349,301 30,675 1,505,927 1,061 97,562 280,174 36,243 87,063 31,873 5,510 539,486 $ 2,045,413 $ 279,345 505,374 54,436 43 1,678 83,068 923,944 50,032 49,985 3,859 2,271 5,032 111,179 1,035,123 1,127,192 226,697 23,586 218,029 482,931) 241,316) 102,283) 1,010,290 $ 2,045,413
		( ( (		( ( (	( ( (		( ( (

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

Chairman: Lin Wen-Hwang Manager: Wu Chia-Hsin

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Accounting Supervisor: Judy Chu

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30

Ji-Haw Industrial, Co., Ltd., and Subsidiaries

Consolidated Statements of Comprehensive Income For the Periods January 1 to December 31, 2022 and 2021

Account 4000 Operating revenue (note 4 and 22) 5000 Operating cost (Notes 11 and 23) 5950 Gross profit Operating expenses (Notes X, XX and XXIII) 6100 Selling expenses 6200 Administrative expenses 6300 R&D expenses 6450 Reversal of Impairment loss of expected credit loss 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7100 Interest income (note 23 and 29) 7010 Other income (note 15 and 23) 7020 Other gains and losses (Notes XVI, XXIII, XXIX, and XXXI) 7050 Finance costs (note 23) 7060 Share of the profit of associates accounted for using equity method (note 4 and 13) 7000 Total non-operating income and expenses		Unit: 2022	NT$1,000, NTD for earnings (losses) in NT$ 2021 ％ Amount ％ 100 $ 1,574,747 100 87 1,452,643 92 13 122,104 8 4 70,872 4 8 94,256 6 3 51,273 3 - ( 5,323) - 15 211,078 13 ( 2) ( 88,974) ( 5) - 1,942 - 1 19,835 1 4 173,967 11 - ( 4,775 ) - - 161 - 5 191,130 12	NT$1,000, NTD for earnings (losses) in NT$ 2021 ％ Amount ％ 100 $ 1,574,747 100 87 1,452,643 92 13 122,104 8 4 70,872 4 8 94,256 6 3 51,273 3 - ( 5,323) - 15 211,078 13 ( 2) ( 88,974) ( 5) - 1,942 - 1 19,835 1 4 173,967 11 - ( 4,775 ) - - 161 - 5 191,130 12	NT$1,000, NTD for earnings (losses) in NT$ 2021 ％ Amount ％ 100 $ 1,574,747 100 87 1,452,643 92 13 122,104 8 4 70,872 4 8 94,256 6 3 51,273 3 - ( 5,323) - 15 211,078 13 ( 2) ( 88,974) ( 5) - 1,942 - 1 19,835 1 4 173,967 11 - ( 4,775 ) - - 161 - 5 191,130 12	NT$1,000, NTD for earnings (losses) in NT$ 2021 ％ Amount ％ 100 $ 1,574,747 100 87 1,452,643 92 13 122,104 8 4 70,872 4 8 94,256 6 3 51,273 3 - ( 5,323) - 15 211,078 13 ( 2) ( 88,974) ( 5) - 1,942 - 1 19,835 1 4 173,967 11 - ( 4,775 ) - - 161 - 5 191,130 12	NT$1,000, NTD for earnings (losses) in NT$ 2021 ％ Amount ％ 100 $ 1,574,747 100 87 1,452,643 92 13 122,104 8 4 70,872 4 8 94,256 6 3 51,273 3 - ( 5,323) - 15 211,078 13 ( 2) ( 88,974) ( 5) - 1,942 - 1 19,835 1 4 173,967 11 - ( 4,775 ) - - 161 - 5 191,130 12
		Amount $ 1,497,478 1,306,737 190,741 58,822 113,840 50,610 4,485) 218,787 28,046) 2,933 17,279 55,709 4,447 ) 4 71,478			Amount $ 1,574,747 1,452,643 122,104 70,872 94,256 51,273 5,323) 211,078 88,974) 1,942 19,835 173,967 4,775 ) 161 191,130		％
	( ( (		(	( ( (		(	100 92 8 4 6 3 - 13 5) - 1 11 - - 12

(Continued next page)

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(Continued from previous page)

32 2022 2021 Account Amount ％ Amount ％ 7900 Net income before tax from continuing operations $ 43,432 3 $ 102,156 7 7950 Income tax expenses (Notes IV and XXIV) ( 56,918) ( 4) ( 26,942) ( 2) 8000 Profit (loss) from continuing operations ( 13,486 ) ( 1 ) 75,214 5 8100 Losses from discontinued operations (Note XXVII) - - ( 8,285) ( 1) 8200 Net profit (loss) ( 13,486) ( 1) 66,929 4 Other comprehensive income Items that will not be reclassified subsequently to profit or loss: 8311 Gains (losses) on remeasurement of defined benefit plans (note 4 and 20) 2,573 - ( 345 ) - 8349 Income tax related to components of items that will not be reclassified to profit or loss (note 4 and 24) ( 515) - 69 - 8310 2,058 - ( 276) - Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign operations (note 4) 21,111 2 ( 15,761) ( 1) 8360 8300 Other comprehensive income (after tax) 23,169 2 ( 16,037) ( 1) 8500 Total comprehensive income for the year $ 9,683 1 $ 50,892 3 Earnings (losses) per share (Note XXV) From continuing operations 9710 Basic ($ 0.12) $ 0.67 From continuing and discontinued operations 9750 Basic ($ 0.12) $ 0.59 The accompanying notes are an integral part of the consolidated financial statements Chairman: Lin Wen-Hwang Manager: Wu Chia-Hsin Accounting Supervisor: Judy Chu		2021
				％

Ji-Haw Industrial, Co., Ltd., and Subsidiaries Consolidated Statements of Changes in Equity For the Periods January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Acco unt A1 Balance at January 1, 2021 D1 Profit for the year ended December 31, 2021 D3 Other comprehensive income for the year ended December 31, 2021 D5 Comprehensive income (loss) for the year ended December 31, 2021 M3 Disposal of subsidiaries Z1 Balance on December 31, 2021 D1 Net loss in 2022 D3 Other comprehensive income after tax in 2022 D5 Total comprehensive income of 2022 Z1 Balance as of December 31, 2022	Share capital – Ordinary shares (Note 4 and 21) $ 1,127,192 - - - - 1,127,192 - - - $ 1,127,192	Capital surplus (note 21) $ 226,697 - - - - 226,697 - - - $ 226,697		Accumulated losses (note 21)	Accumulated losses (note 21)	Total ( $ 307,969 ) 66,929 ( 276) 66,653 - ( 241,316) ( 13,486 ) 2,058 ( 11,428) ($ 252,744)	Other equity (note 4) Foreign operating organization Translation of financial statements exchange difference Through other consolidated Profit or loss at fair value fair value through profit or loss Unrealized gain or loss Total ( $ 72,522 ) ( $ 14,000 ) ( $ 86,522 ) - - - ( 15,761) - ( 15,761) ( 15,761) - ( 15,761) - - - ( 88,283) ( 14,000) ( 102,283) - - - 21,111 - 21,111 21,111 - 21,111 ($ 67,172) ($ 14,000) ($ 81,172)	Other equity (note 4) Foreign operating organization Translation of financial statements exchange difference Through other consolidated Profit or loss at fair value fair value through profit or loss Unrealized gain or loss Total ( $ 72,522 ) ( $ 14,000 ) ( $ 86,522 ) - - - ( 15,761) - ( 15,761) ( 15,761) - ( 15,761) - - - ( 88,283) ( 14,000) ( 102,283) - - - 21,111 - 21,111 21,111 - 21,111 ($ 67,172) ($ 14,000) ($ 81,172)		Total equity
							Foreign operating organization Translation of financial statements exchange difference ( $ 72,522 ) - ( 15,761) ( 15,761) - ( 88,283) - 21,111 21,111 ($ 67,172)	Through other consolidated Profit or loss at fair value fair value through profit or loss Unrealized gain or loss ( $ 14,000 ) - - - - ( 14,000) - - - ($ 14,000)
			Appropriated as legal capital reserve $ 23,586 - - - - 23,586 - - - $ 23,586	Special reserve $ 220,793 - - - ( 2,764) 218,029 - - - $ 218,029	Losses to be offset ( $ 552,348 ) 66,929 ( 276) 66,653 2,764 ( 482,931) ( 13,486 ) 2,058 ( 11,428) ($ 494,359)
				(					$ 959,398 66,929 ( 16,037) 50,892 - 1,010,290 ( 13,486 ) 23,169 9,683 $ 1,019,973

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

Chairman: Wen-Huang Lin

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Manager: Chia-Hsin Wu

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Head of Accounting: Mei-Chen Chu

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Ji-Haw Industrial, Co., Ltd., and Subsidiaries

Consolidated Statements of Cash Flows

For the Periods January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Account Cash flows from operating activities A00010 Profit Before Tax A00020 Net loss before tax from discontinued operations A10000 Net income before tax for the current year A20010 Adjustments: A20100 Depreciation expense A20300 Reversal of Impairment loss of expected credit loss A20900 Finance costs A21200 Interest income A20400 Net loss on financial assets at fair value through profit or loss A22300 Share of profit or loss of affiliates under the equity method A22500 Gains from the disposal and scrap of property, plant, and equipment A23100 Loss on disposal of subsidiaries A22700 Gain on disposal of investment properties A23700 Write-down (reversal) of inventories A24100 Unrealized exchange loss Changes in operating assets and liabilities A31150 Notes and Accounts Receivable A31180 Refundable deposits A31200 Inventories A31240 Other current assets A32150 Notes and Accounts Payable A32180 Other payables A32240 Net defined benefit liabilities A32230 Other current liabilities A32990 Other operating liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax received (paid) AAAA Net cash inflow (outflow) from operating activities

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Account Cash flows from investing activities B00040 Acquisition of financial assets at amortized cost B00050 Proceeds from the disposal of financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B02300 Proceeds from the disposal of subsidiaries B02700 Acquisition of property, plants, and equipment B02800 Proceeds from disposal of property, plant and equipment B05500 Proceeds from disposal of investment properties B06700 Decrease (increase) of other non-current assets B07500 Interest received BBBB Net cash flows from investing activities Cash flows from financing activities C00100 Increase (decrease) in short-term borrowings C03000 Decrease in guarantee deposits C04020 Repayment of principal of lease liabilities CCCC Net cash inflow (outflow) from financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period	2022 ( $ 836 ) 65,232 ( 962 ) 25,489 ( 13,560 ) 1,553 - ( 11 ) 2,933 79,838 ( 179,345 ) ( 68 ) ( 896) ( 180,309) 3,517 15,125 382,631 $ 397,756	2021
		( $ 929 ) 2 ( 311 ) 21,900 ( 14,579 ) 1,999 198,901 413 1,942 209,338 139,345 ( 3,714 ) ( 1,092) 134,539 ( 8,378) 170,320 212,311 $ 382,631

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

Chairman: Lin Wen-Hwang Manager: Wu Chia-Hsin

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Accounting Supervisor: Judy Chu

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Independent Auditor's Report

To Ji-Haw Industrial, Co., Ltd.：

Opinions

Ji-Haw Industrial, Co., Ltd. has audited the accompanying consolidated statements of income, changes in equity, and cash flows for the years ended December 31, 2022 and 2021, and the related notes to the consolidated financial statements (including the summary of significant accounting policies).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Ji-Haw Industrial, Co., Ltd. as of December 31, 2022 and 2021, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Firms. Stand-alone financial performance and standalone cash flows for the years then ended December 31, 2022 and 2021.

Basis of Audit Opinion

We conducted our audit in accordance with the Rules Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Auditing Standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of Ji-Haw Industrial, Co., Ltd. in accordance with the Certified Public Accountants Code of Professional Ethics in the Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Issues

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual financial statements of Ji-Haw Industrial, Co., Ltd. in 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key audit matters for the financial statements of the Company for the year ended December 31, 2022 are stated as follows:

Recognition of sales revenue from distribution warehouse

One of the sales models of Ji-Haw Industrial, Co., Ltd. is to deliver the goods to the distribution warehouse designated by the customer, and the customer can pick up the goods directly from the warehouse. According to IFRS 15, goods are sold when the control of the product is transferred to the customer, i.e. when the product is delivered to the buyer. The buyer has discretion over the distribution and price of the product, and Ji-Haw Industrial, Co., Ltd. has no outstanding performance obligation, which may affect the revenue when the customer accepts the product. The management of warehouse shipments is monitored by the logistics center. The control process is relatively complex and the sales amount of the distribution warehouse in 2022 was significant. Therefore, the sales revenue of the distribution warehouse in 2022 will be classified as those with significant increase in sales revenue in the current year, the sales revenue is recognized as a key audit matter and is audited accordingly. Refer to Note 4 and 17 to the financial statements for the accounting policies and disclosures related to operating revenue.

Our principal audit procedures conducted to address the aforementioned key audit matters included:

1. Understand and test the design and implementation effectiveness of main internal controls related to the recognition of sales revenue from distribution warehouse.

2. Select sufficient samples from the transaction details of customers from whom the sales revenue from the distribution warehouse has increased significantly, check the transaction vouchers, and confirm the remittance beneficiary and the payment collection process to confirm the existence of the sales transaction.

3. For the customers from whom the sales revenue from the distribution warehouse has increased significantly, send the confirmation letter for year-end account balances in accounts receivables and apply alternative procedures if responses to confirmation requests are not received in time, including the examination of transaction certificates and subsequent cash receipts.

Responsibilities of Management and Those charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to

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enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the ability of Ji-Haw Industrial, Co., Ltd. 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 Ji-Haw Industrial, Co., Ltd. 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 financial reporting process of Ji-Haw Industrial, Co., Ltd.

Auditor's responsibilities for the audit of the parent-only financial statements

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

We exercise professional judgment and skepticism during audits in accordance with the Auditing Standards. We also:

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

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Ji-Haw Industrial, Co., Ltd..

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

4. Conclude on the appropriateness of management’s use of the going concern basis of

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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 ability of Ji-Haw Industrial, Co., Ltd. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Ji-Haw Industrial, Co., Ltd. to cease to continue as a going concern.

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

2. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities within Ji-Haw Industrial, Co., Ltd. to express an opinion on the 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 individual financial statements of Ji-Haw Industrial, Co., Ltd. in 2022 and therefore are 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.

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Number of the approval letter from the Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. 1060004806

Number of the approval letter from the Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. 1110348898

March 17, 2023

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Ji-Haw Industrial, Co., Ltd. Balance Sheets December 31, 2021 and 2020

Unit: NT$ thousand

						Unit: NT$ thousand	Unit: NT$ thousand	Unit: NT$ thousand
Account 1100 1170 1210 130X 1470 11XX 1550 1600 1760 1840 1990 15XX 1XXX Account 2100 2170 2180 2200 2300 21XX 2570 2640 2670 25XX 2XXX 3100 3200 3310 3320 3350 3300 3400 3XXX	Assets Current assets Cash (Note 4 and 6) Notes and accounts receivable, net (Notes IV, VIII and XVII) Other receivables - related parties (Note XXIV) Inventories (note 4 and 9) Other current assets (Notes IV and XIX) Total current assets Non-current Assets Investment under equity method (Notes IV, X, XXI and XXIV) Property, plant and equipment (notes 4, 11 and 25) Investment properties (notes 4, 12 and 25) Deferred income tax assets (note 4 and 19) Refundable deposits (note 4) Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Short-term borrowings (note 13 and 25) Notes and Accounts Payable Accounts payable－related parties (note 24) Other payables (note 14) Other current liabilities Total current liabilities Non-current liabilities Deferred income tax liabilities (note 4 and 19) Net defined benefit liabilities (note 4 and 15) Other non-current liabilities (note 4) Total non-current liabilities Total liabilities EQUITY Share capital – Ordinary shares Capital surplus Accumulated losses Appropriated as legal capital reserve Special reserve Losses to be offset Total accumulated losses Other equity Total equity Total liabilities and equities		December 31, 2022 Amount ％ $ 166,521 11 192,762 13 - - 51,889 4 1,794 - 412,966 28 863,845 59 108,738 8 66,374 5 6,607 - 75 - 1,045,639 72 $ 1,458,605 100 $ 100,000 7 17,144 1 242,380 17 21,623 1 205 - 381,352 26 54,895 4 823 - 1,562 - 57,280 4 438,632 30 1,127,192 77 226,697 16 23,586 2 218,029 15 494,359) (34) 252,744) (17) 81,172) ( 6) 1,019,973 70 $ 1,458,605 100			December 31, 2021
			Amount $ 166,521 192,762 - 51,889 1,794 412,966 863,845 108,738 66,374 6,607 75 1,045,639 $ 1,458,605 $ 100,000 17,144 242,380 21,623 205 381,352 54,895 823 1,562 57,280 438,632 1,127,192 226,697 23,586 218,029 494,359) 252,744) 81,172) 1,019,973 $ 1,458,605			Amount $ 107,582 350,080 25,489 67,055 4,397 554,603 915,154 114,430 67,691 6,378 34 1,103,687 $ 1,658,290 $ 235,000 9,133 328,528 19,102 673 592,436 50,032 3,859 1,673 55,564 648,000 1,127,192 226,697 23,586 218,029 482,931) 241,316) 102,283) 1,010,290 $ 1,658,290		％
		( ( (		( ( (	( ( (		( ( (	6 21 2 4 - 33 55 7 4 1 - 67 100 14 1 20 1 - 36 3 - - 3 39 68 14 1 13 29) 15) 6) 61 100

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

Chairman: Wen-Huang Lin Manager: Chia-Hsin Wu Accounting Supervisor: Mei-Chen Chu

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Ji-Haw Industrial, Co., Ltd.

Statements of Comprehensive Income

For the Periods January 1 to December 31, 2022 and 2021

Unit: NT$ thousand, for per share earnings (losses) in NT$

Accou nt 4000 Operating revenue (note 4, 17 and 24) 5000 Operating cost (Notes IX and XXIV) 5900 Gross profit Operating expenses (Notes VIII, XV and XVIII) 6100 Selling expenses 6200 Administrative expenses 6300 R&D expenses 6450 Reversal of Impairment loss of expected credit loss 6000 Total operating expenses 6900 Operating loss Non-operating income and expenses 7100 Interest income 7010 Other income (Note XVIII) 7020 Other gains and losses (Notes XVIII, XXIV and XVI) 7050 Finance costs 7060 Share of the profit of subsidiaries accounted for using equity method (note 4 and 10) 7000 Total non-operating income and expenses		2022		％ 100 94 6 5 7 1 - 13 7) - 1 2 - 3 6		2021
								％
			(				(	100 95 5 4 5 1 - 10 5) - 1 - - 14 15

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(Continued from previous page)

Accou nt 7900 Profit (loss) before tax 7950 Income tax expenses (Notes IV and XIX) 8200 Net profit (loss) Other comprehensive income Items that will not be reclassified subsequently to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans (note 4 and 15) 8349 Income tax related to components of items that will not be reclassified to profit or loss (note 4 and 19) 8310 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign operations (note 4) 8360 8300 Other comprehensive income (after tax) 8500 Total comprehensive income for the year Earnings (losses) per share (Note XX) 9750 Basic	2022	％ ( 1 ) ( 1) ( 2) - - - 3 3 1		2021
	Amount ( $ 9,367 ) ( 4,119) ( 13,486) 2,573 ( 515) 2,058 21,111 23,169 $ 9,683 ($ 0.12)					％
					( ( (	10 2) 8 - - - 2) 2) 6

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

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Chairman: Lin Wen-Hwang Manager: Wu Chia-Hsin

Accounting Supervisor: Judy Chu

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Ji-Haw Industrial, Co., Ltd. Statements of Changes in Equity For the Periods January 1 to December 31, 2022 and 2021

Account A1 Balance at January 1, 2021 D1 Profit for the year ended December 31, 2021 D3 Other comprehensive income for the year ended December 31, 2021 D5 Comprehensive income (loss) for the year ended December 31, 2021 M3 Disposal of subsidiaries Z1 Balance on December 31, 2021 D1 Net loss in 2022 D3 Other comprehensive income after tax in 2022 D5 Total comprehensive income of 2022 Z1 Balance as of December 31, 2022	Share capital – Ordinary shares (note 16) $ 1,127,192 - - - - 1,127,192 - - - $ 1,127,192	Capital surplus (note 16) $ 226,697 - - - - 226,697 - - - $ 226,697		Accumulated losses (note 16)	Accumulated losses (note 16)
			Appropriated as legal capital reserve $ 23,586 - - - - 23,586 - - . - $ 23,586	Special reserve $ 220,793 - - - ( 2,764) 218,029 - - - $ 218,029
			.	(

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

Chairman: Lin Wen-Hwang Manager: Wu Chia-Hsin

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Accounting Supervisor: Judy Chu

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Statements of Cash Flows

Ji-Haw Industrial, Co., Ltd.

For the Periods January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

		Unit: NT$ thousan
Account Cash flows from operating activities A00010 Profit (loss) before tax A20010 Adjustments: A20100 Depreciation expense A20300 Reversal of Impairment loss of expected credit loss A20900 Finance costs A21200 Interest income A22300 Share of the profit of subsidiaries accounted for using equity method A23700 Write-down of inventories A29900 Loss on disposal of subsidiaries A24100 Unrealized exchange loss A30000 Changes in operating assets and liabilities A31150 Notes and Accounts Receivable A31200 Inventory A31240 Other current assets A32150 Notes and Accounts Payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash generated from operations A33300 Interest paid AAAA Net cash inflow (outflow) from operating activities Cash flows from investing activities B02300 Proceeds from the disposal of subsidiaries B02700 Acquisition of property, plants, and equipment B07200 Decrease (increase) of prepayments for equipment B07500 Interest received B07600 Collection of dividends from subsidiaries BBBB Net cash flows from investing activities	2022 ( $ 9,367 ) 7,338 ( 28 ) 2,460 ( 510 ) ( 20,328 ) 353 - 2,967 155,159 14,813 2,603 ( 78,917 ) 2,521 ( 468 ) ( 463) 78,133 ( 2,460) 75,673 25,489 ( 329 ) ( 41 ) 510 92,748 118,377	2021
		$ 82,807 7,633 ( 2,936 ) 2,168 ( 9 ) ( 127,109 ) 1,920 3,987 91 ( 48,346 ) 10,954 1,845 10,872 4,303 423 ( 567) ( 51,964 ) ( 2,168) ( 54,132) 21,900 ( 886 ) 58 9 - 21,081

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(Continued from previous page)

Account Net cash flows from (used in) financing activities C00100 Increase (decrease) in short-term borrowings C03000 Increase (decrease) in guarantee deposits received CCCC Net cash flows from (used in) financing activities EEEE Net increase in cash E00100 Cash at the beginning of the year E00200 Cash at the end of the year	2022 ( $ 135,000 ) ( 111) ( 135,111) 58,939 107,582 $ 166,521		2021
			$ 95,000 80 95,080 62,029 45,553 $ 107,582

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

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Chairman: Wen-Huang Lin Manager: Chia-Hsin Wu Head of Accounting: Mei-Chen Chu

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Attachment V. 2022 Loss Appropriation Table

Ji-Haw Industrial, Co., Ltd.

2022 Loss Appropriation Table

Unit: NT$

Item	Amount	Amount	Amount	Note
Losses to be made up at opening Re-measurement of defined benefit plans Losses to be made up after adjustment Add: Current net loss Losses to be made up at closing		(482,931,349) 2,058,860 (480,872,489)
		(13,486,114) (494,358,603)	(13,486,114)

Remuneration Distribution to Employees and Directors and Supervisors

Unit: NT$

					Unit: NT$
Item	Amount				Note
Operating income Operating costs Gross profit Operating expenses Operating loss Non-operating income and expenses Loss before tax Tax income Net loss for the year		698,712,004 (655,691,706)
			43,020,298 (91,466,005)	43,020,298
			(48,445,707)
			39,078,989 (9,366,718) (4,119,396) (13,486,114)	39,078,989
				(9,366,718)
				(4,119,396)

*** In accordance with the clauses of the Articles of Incorporation, as the Company suffered a net loss before tax for this period, no remuneration is to be distributed to employees, directors or supervisors.**

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Chairman: Wen-Huang Lin

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Manager: Chia-Hsin Wu

Head of Accounting: Mei-Chen Chu

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Attachment VI. Comparison table of the clauses before and after the amendments of the “Articles of Incorporation”

Ji-Haw Industrial, Co., Ltd.

Comparison Table of the Clauses Before and After the Amendments of the “Articles of Incorporation”

Approved by the board of directors on May 08, 2023

				Explanation of
Article	Clause before amendment	Clause after amendment
				amendment
Article 2	The Company’s business shall include the following: 1. B202010 Mining of Non-metallic. 2. C801110 Fertilizer Manufacturing. 3. C802070 Pesticide Manufacturing. 4. C802100 Cosmetics Manufacturing. 5. C802990 Other chemical products manufacturing. 6. C901010 Ceramics and Ceramic Products Manufacturing. 7. CC01020 Electric Wires and Cables Manufacturing. 8. CC01080 Electronics components manufacturing. 9. CC01110 Computer and Peripheral Equipment Manufacturing. 10. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing. 11. F106030 Wholesale of Moulds and Molds. 12. F107050 Wholesale of Fertilizers. 13. F108011 Wholesale of Traditional Chinese Medicine. 14. F108021 Wholesale of western pharmaceutical. 15. F108031 Wholesale of medical devices. 16. F108040 Wholesale of Cosmetics. 17. F199990 Other wholesale trade. 18. F207050 Retail Sale of Fertilizers. 19. F208040 Retail Sale of Cosmetics. 20. F299990 Retail sale of other products. 21. F119010 Wholesale of Electronic Materials. 22. F206030 Retail Sale of Molds and Moulds. 23. F219010 Retail Sale of Electronic Materials. 24. F401010 International Trade. 25. I199990 Other Consulting Services 26. IG01010 Biotechnology Services. 27. IZ99990 Other Industrial and Commercial Services.	The Company’s business shall include the following: 1. B202010 Mining of Non-metallic. 2. C801110 Fertilizer Manufacturing. 3. C802070 Pesticide Manufacturing. 4. C802100 Cosmetics Manufacturing. 5. C802990 Other chemical products manufacturing. 6. C901010 Ceramics and Ceramic Products Manufacturing. 7. CC01020 Electric Wires and Cables Manufacturing. 8. CC01080 Electronics components manufacturing. 9. CC01110 Computer and Peripheral Equipment Manufacturing 10. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing. 11. F106030 Wholesale of Moulds and Molds. 12. F107050 Wholesale of Fertilizers. 13. F108011 Wholesale of Traditional Chinese Medicine. 14. F108021 Wholesale of western pharmaceutical. 15. F108031 Wholesale of medical devices. 16. F108040 Wholesale of Cosmetics. 17. F199990 Other wholesale trade. 18. F207050 Retail Sale of Fertilizers. 19. F208040 Retail Sale of Cosmetics. 20. F299990 Retail sale of other products. 21. F119010 Wholesale of Electronic Materials. 22. F206030 Retail Sale of Molds and Moulds. 23. F219010 Retail Sale of Electronic Materials. 24. F118010 Wholesale of Information Software. 25. F218010 Retail Sale of Information Software. 26. F213030 Retail Sale of Computers and Clerical Machinery Equipment.		Addition of new businesses and change of business lines in response to the Company's practical operations
			Software. F213030 Retail Sale of Computers and Clerical Machinery Equipment.

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	28. ZZ99999 All businesses that are not prohibited or restricted by law, except those that are subject to approval.	27. 28. 29. 30. 31. 32. 33. 34. 35. 36.	F113050 Wholesale of Computers and Business Machines and Equipment. F399040 Retail Sale without Store. F401010 International Trade. I301010 Information Software Services. I301020 Data Processing Services. I301030 Electronic Information Supply Service I199990 Other Consulting Services IG01010 Biotechnology Services. IZ99990 Other Industrial and Commercial Service ZZ99999 All businesses that are not prohibited or restricted by law, except those that are subject to approval.
Article 5	The total capital of the Company shall be NT$1,350,000,000, divided into 135,000,000 shares at NT$10 per share.	The total capital of the Company shall be NTD1,880 million, divided into183,000 shares, at NTD$10 per share. The Board of Directors is authorized to issue tranches according to business needs. NT$270,000,000 has been reserved for the capitalization, totaling 27,000,000 shares for the issuance of employee stock		Raise fixed capital. If the Company plans to issue employee stock warrants or treasury shares to transfer employees, it is formulated in accordance with Article 28-3 of the Securities and Exchange Act, Article 56-1 Paragraph 1 of Offering, and Article 267 of the Company Act.
		option certificates, and the Board of Directors is authorized to issue the shares
		in tranches. The preceding paragraph If the Company intends to issue the employee stock warrants for a subscription price lower than the closing price of the Japan Company's common shares on the date of issuance, the Company shall obtain the consent of the shareholders represented by a majority of the total number of issued shares and attended by more than two-thirds of the voting rights of the attending shareholders. may be issued. If the Company intends to transfer the repurchased shares of the Company to employees at a lower price than the average price of the shares actually repurchased, it shall be attended by more
		than half of the total number of issued shares at the most recent shareholders' meeting prior to the date of transfer, and
		the voting rights of the attending shareholders shall be divided into three thirds as agreed by at least two parties. The Company may issue restricted shares to employees of the Company's controlling or subsidiaries that meet certain criteria.

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Article 19	If the Company makes a profit for the year, it shall allocate 3%~12% as the remuneration to employees and 1%~3% as the remuneration to directors. However, profits must first be taken to offset against cumulative losses if any. The employees' remuneration referred to above may be paid in shares or cash, and may include employees of the Company's controlling or subordinate companies that meet certain criteria, and the criteria and method of distribution shall be determined by the board of directors.	If the Company makes a profit for the year, it shall allocate 3% -15% as the remuneration to employees and 1% -5% as the remuneration to directors. However, when the Company still has accumulated losses, it should reserve an amount to compensate for the losses in advance. The employees' remuneration referred to above may be paid in shares or cash, and may include employees of the Company's controlling or subordinate companies that meet certain criteria, and the criteria and method of distribution shall be determined bythe board of directors.	Revised employee compensation and remuneration of directors.
Article 21	These Articles of Incorporation were established on December 29, 1982. (Omitted) Amendment for the 37th instance was made on June 20,2022.	These Articles of Incorporation were established on December 29, 1982. (Omitted) The thirty-eighth amendment was made on June 29, 2023.	Number of amendments and date added

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Attachment VII. Comparison Table of the Clauses Before and After amendments to "Rules of Procedure for Shareholders' Meetings"

Ji-Haw Industrial, Co., Ltd.

Comparison Table of the "Rules of Procedure for Shareholders’ meetings" before and after amendments

Approved by the board of directors on March 29, 2023

Artic			Explanation of
	Clause before amendment	Clause after amendment
le			amendment
3	Unless otherwise provided by law, shareholders' meetings of the Company shall be convened by the Board of Directors. Omitted below.	Unless otherwise provided by law, shareholders' meetings of the Company shall be convened by the Board of Directors. Except as otherwise provided in the Guidelines Governing the Handling of Stock Issued to Public Companies, the Company shall convene a video shareholders'meeting as specified in the Articles of Incorporation and resolved by the Board of Directors, and the video shareholders'meeting shall be conducted by a resolution of the Board of Directors with the attendance of at least two-thirds of the directors and the approval of a majority of the directors present. Omitted below.	Amended in line with the authority's provisions
6-1	The Company shall specify the following in the shareholders' meeting notice when convening a shareholders' meeting via video conference: Paragraphs (1) and (2) are omitted. (III) Convening the meeting by video conference, and specifying the appropriate alternatives for shareholders who have difficulty participating in the meeting by video conference.	The Company shall specify the following in the shareholders' meeting notice when convening a shareholders' meeting via video conference: Paragraphs (1) and (2) are omitted. (III) Convening the meeting by video conference, and specifying the appropriate alternatives for shareholders who have difficulty participating in the meeting by video conference.In addition to the situations specified in Paragraph 6, Article 14-9 of the Regulations Governing Shareholder Affairs of Public Companies, at a minimum, the shareholders shall be provided with connection equipment and assistance as necessary, and shall specify the time period during which the shareholders may apply to the company and other relevant precautions.	Amended in line with the authority's provisions

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Artic			Explanation of
	Clause before amendment	Clause after amendment
le			amendment
twenty-two	The Company shall provide suitable alternatives for shareholders who have difficulty attending the meeting by video conference.	The Company shall provide suitable alternatives for shareholders who have difficulty attending the meeting by video conference.In addition to the situations specified in Paragraph 6, Article 14-9 of the Regulations Governing Shareholder Affairs of Public Companies, at a minimum, the shareholders shall be provided with connection equipment and assistance as necessary, and shall specify the time period during which the shareholders may apply to the company and other relevant precautions.	Amended in line with the authority's provisions

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Attachment VIII. Price Reasonableness Opinion for Private Placement of Common Shares

Price Reasonableness Opinion of Ji-Haw Industrial, Co., Ltd. Private Placement of Common Stock

Summary of the opinion

Dear the Board of Directors of Ji-Haw Industrial, Co., Ltd.:

Ji-Haw Industrial, Co., Ltd.. (hereinafter referred to as "Ji-Haw Industrial") is proposed to submit a proposal at the board meeting scheduled for May 8, 2023, to issue private placement of common shares to specific persons in accordance with Article 43-6 of the Securities and Exchange Act. The higher of the prices calculated based on the following two criteria as specified in Paragraph 2 of Article 2 of Guidelines for Private Placement of Securities shall be the reference price:

• (1) The simple average of the closing prices of the common shares for one day, three, and five business days prior to the pricing date, less the ex-rights and dividends of the gratis allotment, and adding back the price per share after capital reduction and ex-rights.

• (2) The simple average of the closing prices of the common shares for the 30 business days prior to the pricing date, less the ex-rights and dividends of the grants, and the stock price after capital reduction and ex-rights.

If the offeree is a strategic investor, the offering price shall not be lower than 60% of the reference price and shall not be lower than the face value of the stock.

This letter of opinion is based on the fact that we have been commissioned by Ji-Haw Industrial to express an opinion on the reasonableness of the price of the private placement of common stock. Under different evaluation purposes, the use of different basic assumptions or different evaluation dates will have a significant impact on the evaluation value and the content of the report.

Based on the analysis, assumptions, and restrictions attached to this report, taking into account the transaction approach and the comparable company method, and objective factors in the market. We are of the opinion that, based on the valuation reference date, the reasonable range for the fair market value per share of Ji-Haw Industrial common stock should be between NT$ 17.76 and NT $ 20.79 per share .

The Board of Directors of Ji-Haw Industrial plans to conduct private placement of common stock at a price no lower than 60% of the reference price. The simple arithmetic average of the closing prices were NT$29.9, NT$29.48, and NT$29.81, respectively. Today's Board of Directors of the Company chose NT$29.9; the simple arithmetic average

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of the closing prices of the common stock and common stock over the 30 business days was NT$27.02, whichever was higher. The price was NT$29.9, or NT$17.94 based on 60% of the shares (29.9*60%= NT$17.94). The price was within the range of NT$17.76~$20.79 of the fair market price per common share.

Therefore, we believe it is reasonable for the board of directors of Ji-Haw Industrial to approve that if the offeree is a strategic investor, the issue price shall not be lower than 60% of the reference price and shall not be lower than the face value of the stock.

Bosong Accounting Firm

CPA Yu Liang -yuan

May 5, 2023

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Items to be declared

The independent expert has referred to the "Guidelines for Issuance of Opinions by Experts," the "Securities Exchange Act," "Notes for Public Companies in Private Placement of Securities," and "Q&A on the Private Placement of Securities Regime" and related laws and regulations. We hereby declare as follows:

• I. The data source, parameters, and information provided by me and used in the implementation of the operating procedures are appropriate and reasonable, and serve as the basis for expressing this opinion.

• II. Before taking up this case, I have confirmed that I am in compliance with Paragraph 1, Article 44-1 of Q&A on the Private Placement of Securities Regime and related laws and regulations, and carefully assessed my professional ability and practical experience.

• III. There is no contingent remuneration for undertaking this case and no opinion conclusion has been set in advance.

• IV. When executing this case, the company has properly planned and implemented the appropriate operating procedures to form the conclusion and issue the letter of opinion; and the detailed procedures implemented, collected materials, and conclusions have been published in this case working paper.

• V. There is no relationship or substantial relationship between me and the party concerned, the expert appraiser or appraiser who issued the appraisal opinion, and hereby declares none of the following:

• (I) The person or the spouse is employed by the company of the party to the transaction in this case as a regular job with a fixed salary or as a director/supervisor.

• (II) The person or his/her spouse had previously served as a director, supervisor, manager, or employee of the company that had significant influence on the case, and it has been less than 2 years for the person to discharge or leave the company for less than 2 years.

• (III) The entity for which the spouse or the spouse works and the party to the transaction in this case is a related party.

• (IV) Spouse or within second degree of kinship with a director, supervisor, manager, or employee with significant influence over the transaction.

• (V) The person or the spouse has a major investment or sharing of financial benefit relationship with the party to the transaction in the case.

Bosong Accounting Firm

Independent expert:

May 5, 2023

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1. Contents of appointment, basic assumptions, and premise

1.1 Details of appointment

Ji-Haw Industrial is proposed to submit a proposal at the board meeting scheduled for May 8, 2023, to issue private placement of common shares to specific persons in accordance with Article 43-6 of the Securities and Exchange Act. We express our opinion on the reasonableness of the private placement price, and set May 5, 2022, the day prior to the private placement pricing, as the base date.

Ji-Haw Industrial is a publicly listed company. According to Article 5, Paragraph 1, Subparagraph 4 of the Q&A on the Private Placement of Securities Regime, if the private placement price is set at less than 80% of the reference price, there may be concerns or questions regarding the interpretation of the private placement system. An independent expert shall be commissioned to issue an independent expert opinion on the private placement price. Except for the fact that disclosure is required by law, the content and conclusion of the opinion shall not be provided to others or used for other purposes without the prior written consent of the independent expert.

1.2 Value premise

This opinion is based on the premise that the businesses operated by Ji-Haw Industrial comply with laws and regulations and continue to operate.

1.3 Value standard

The fair value is the value standard of the letter of intent. According to the International Accounting Standards IFRS13, fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date". This means that the calculated value must be consistent with the value recognized by the participants who have an acquisition opinion for the asset, and it is also a value that must exclude the specific benefit to a certain market participant.

1.4 Assumptions of the financial information

The financial information quoted in this letter of opinion is assumed to be correct and

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fairly express the financial and business status of the target company. In addition, the information provided by the Company or by the Market Observation Post System is quoted in this opinion and assumed to be complete and accurate, and can accurately convey its financial status and operating results.

1.5 Primary source of data

The main sources of data for this evaluation are as follows:

• 1.5.1 2022 CONSOLIDATED FINANCIAL STATEMENTS with Independent Auditors’ Report Ji-Haw Industrial

• 1.5.2 JJi-Haw Industrial self-financing financial statement for Q1, 2023. 1.5.3 Database of Taiwan Economic Journal.

• 1.5.4 Market Observation Post System.

1.6 Assumptions and Restrictions

The main assumptions and limitations of this evaluation are summarized as follows. Other assumptions and limitations are described in each chapter:

• 1.6.1 As the independent expert does not specialize in law, the independent expert does not have the opinion of a professional lawyer to judge any legal proceedings that may affect the value. If the legal matter is material in nature, the reader of this book should consult with the appropriate legal counsel.

• 1.6.2 As mentioned above, internal and external factors will seriously affect the judgment of value. Therefore, no necessary information is withheld from the disclosure of relevant information and the final value conclusion in this opinion letter.

• 1.6.3 The independent expert did not provide any guarantee for the final transaction price. Therefore, the professionalism of the valuation is limited by the restrictions imposed in practice and the differences in the subjective valuation methods adopted. Therefore, the reasonable valuation methods used by different evaluators may result in significant differences in the subject prices. In this opinion, the independent expert uses the most acceptable method and procedure to reasonably calculate the value of the subject of evaluation.

• Overview of the Target Company

Ji-Haw Industrial was founded on January 11, 1983 at No. 53, Baohe Road, Xindian District, New Taipei City. It was listed on the Taiwan Stock Exchange on July 22, 2002 and

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was listed for trading. As of the date of this submission, and the paid-in capital was NT$1,127,193 thousands. The Company's main business lines are connection cables for computers and peripheral products, and consumer electronics and communication products.

3. An Overview of the Company’s Financial Status

The financial and operational status of Ji-Haw Industrial are summarized as follows:

Unit: NT$ thousands

Year of Financial	March 31, 2023	December 31,	December 31,
StatementAccounts	(Note)	2022	2021
Current assets	1,141,727	1,155,439	1,505,927
Non-current assets	515,692	522,315	539,486
Current liabilities	559,022	548,203	923,944
Non-current liabilities	107,460	109,578	111,179
Total Equity Attributable to Parent Company Shareholders	990,937	1,019,973	1,010,290
Outstanding shares (thousand shares)	112,719	112,719	112,719
Net valueper share(NT$)	8.79	9.04	8.96

Note: Based on the self-financing financial statement of Ji-Haw Industrial.

Source of data: Market Observation Post System/Provided by Ji-Haw Industrial/Organized in this opinion

Unit: NT$ thousands

Year of Financial
	2023 Q1 (Note)	2022	2021
StatementAccounts
Operatingincome	268,789	1,497,478	1,574,747
Grossprofit	29,872	190,741	122,104
Operating profit(loss)	(42,663)	(28,046)	(88,974)
Current netprofit(loss)	(33,061)	(13,486)	66,929
Net income (loss) attributable to owners of the parent company	1,875	(13,486)	66,929
Weighted average outstanding shares (thousand shares)	112,719	112,719	112,719
Earnings (losses) per share (NT$)	(0.29)	(0.12)	0.67

Note: Based on the self-financing financial statement of Ji-Haw Industrial

Source of data: Market Observation Post System/Provided by Ji-Haw Industrial/Organized in this opinion

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4. Value calculation

4.1 Description of evaluation method

There are many methods for evaluating the value of a company. In practice, the characteristics of the industry, business activities, financial status, and profitability of the target company will be used to evaluate the most suitable method. The basic assumptions in the evaluation process also need to incorporate professional analysis and judgment. The three main valuation approaches currently adopted in the market are the income approach, the market approach, and the asset approach:

4.1.1 Income approach

Income approach, also known as the discounted cash flow method, is recognized as the most theoretical evaluation method. This evaluation method is mainly based on the value concept in finance. It is assumed that the source of value is the future cash flow generated by the operation of the enterprise, and The cash flow is converted to the present value with the discount rate adjusted by considering the operating risks to determine the value of the appraisal target.

4.1.2 Market approach

According to the market approach, an appropriate multiplier is applied to estimate the value of the evaluation target based on the transaction price of the comparable target, taking into consideration the difference between the evaluation target and the comparable industry. In terms of shareholders' equity or enterprise value, the price information that can be referred to in the market include the stock prices of TWSE/TPEx peers in the same industry, the past trade prices of equity traded by non-TPEX listed companies, and the past trade prices of the target itself. the transaction price.

The market can be divided into the comparable company approach and the comparable transaction approach according to the price information they examine.

4.1.3 Asset approach

The asset approach is used to evaluate the value of an enterprise, its shareholders' equity, or its securities based on its net assets. Generally speaking, the asset approach examines and calculates all existing assets and liabilities of an enterprise based on the

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fair market value, replacement value or liquidation value, and subtracts them to obtain the adjusted equity value. At present, the most common valuation methods adopted under the asset approach are reconstruction cost and replacement cost.

4.2 Evaluation method selected

The current status of the subject of evaluation and the evaluation purpose should be considered when selecting and deciding the evaluation method. Different evaluation purposes may lead to different conclusions depending on the current state of the target object.

In practice, the income approach must rely on the estimated values of future cash flows (or quantification of profitability), which involves many hypothetical items and is subject to high uncertainty.

Asset approach, applicable to companies in the initial stage, the revenue and net income have not yet developed on the track, reliable and reasonable prospective financial information cannot be provided, and the company's position in the market is not as good as that of peers; or the industry prospect is uncertain In addition, for companies that plan to discontinue operations, the liquidation value calculated using the asset method may be more critical than other methods. For the sustainable operation of enterprises, the asset approach also cannot adequately reflect the possible comprehensive benefits and future operating value of assets, and is not the best method for estimating the equity value.

Therefore, this opinion intends to adopt the market approach and take into account objective factors in the market to comprehensively evaluate the reasonableness of this private placement of common shares.

4.3 Calculation of price per share

4.3.1 Market approach - The Company's Market Exchange Act

Ji-Haw Industrial is a listed company on the Taiwan Stock Exchange, and the stock has a public trading price. Therefore, this opinion takes May 5, 2023 as the base date. The average price range of the 15, 30, 45, and 60 day prior to the base date (including the reference date itself) ex-rights dividend-adjusted average price range for the reference of the value per share of the company.

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Item	Stockprice
Ex-dividend adjusted average price of the most recent 15 days	29.56
Ex-dividend adjusted average price of the past 30 days	27.02
Ex-dividend adjusted average price of the past 45 days	25.09
Ex-dividend adjusted average price of the past 60 days	23.49
Price range	23.49~29.56

Source: Taiwan Economic Journal Database/Compiled in this opinion

4.3.2 Market approach - comparable company approach

4.3.2.1 Selection criteria of comparable companies

The Company's main business line is computer and peripheral products, and connection cables for consumer electronic and communication products. The paid-in capital is 1,127,193 thousand NT$. The selection of comparable companies for this opinion considers companies primarily engaged in the operation of flexible flat cables (FFC) and electronic transmission lines listed on the stock market and over-the-counter market. The selection process primarily focuses on companies with a similar scale of operating revenue over the past four quarters. After the selection, a total of three peer companies were identified for comparison, which are summarized as follows:

	Abbreviation of	Trading
Stock Code			Main business or production items	2022Q2~2023Q1
	the Company	market
3011	JI-HAW	Exchange	Connection cables for computers and peripherals	1,317,955
5488	SUNFPU	TPEx	3Cproduct line	1,289,359
6134	WanShih	TPEx	Connector wiringassembly,etc.	1,401,842
6158	P-TWO	TPEx	Computer terminals and various connectors	1,788,997

Source of data: Market Observation Post System (MOPS)/organized in this opinon

4.3.2.2 Comparison of financial information of comparable companies

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2022

2022	2022	2022	2022	2022
Unit: NT$thousands
Year of Financial	3011
		5488 SUNFPU	6134: WanShih	6158 P-TWO
Statement Accounts	JI-HAW
Current assets	1,155,439	1,349,638	1,057,931	1,197,795
Non-current assets	522,315	213,295	663,559	926,789
Currentliabilities	548,203	434,484	594,923	928,249
Non-current liabilities	109,578	237,837	265,434	99,599
Total Equity Attributable to Parent Company Shareholders	1,019,973	809,612	742,382	1,096,736
Outstanding shares (thousand shares)	112,719	91,586	72,580	55,479
Net value pershare (NT$)	9.05	9.72	10.23	19.77
Operatingincome	1,497,478	1,206,365	1,445,754	1,955,263
Grossprofit	190,741	144,940	244,019	494,702
Operating profit (loss)	(28,046)	9,162	(116,349)	27,982
Current net loss	(13,486)	18,084	(72,038)	63,824
Net loss attributable to owners of theparent company	(13,486)	18,084	(72,038)	63,824
Weighted average outstanding shares (thousand shares)	112,719	91,586	72,038	55,479
Lossper share($)	(0.12)	0.2	(0.91)	1.20

Source of data: Market Observation Post System/Compiled from this opinion

2021

2021	2021	2021	2021	2021
Unit: NT$thousands
Company	3011JI-HAW	5488 SUNFPU	6134: WanShih	6158P-TWO
Current assets	1,505,927	1,179,278	1,101,115	1,452,259
Non-current assets	539,486	214,863	642,214	891,602
Currentliabilities	923,944	319,401	670,100	1,254,415
Non-current liabilities	111,179	219,525	76,193	100,047
Total Equity Attributable to Parent Company Shareholders	1,010,290	855,215	892,921	989,399
Outstanding shares (thousand shares)	112,719	91,586	72,580	55,048
Netvalueper share(NT$)	8.96	9.34	12.3	17.97
Operatingincome	1,574,747	1,174,662	1,673,707	2,196,721
Grossprofit	122,104	153,338	271,723	641,782
Operating profit(loss)	(88,974)	9,174	(69,359)	168,379
Current net loss	75,214	7,156	(47,837)	161,993
Net loss attributable to owners of theparent company	75,214	7,156	(47,837)	161,993
Weighted average outstanding shares(thousand shares)	112,719	91,586	72,580	55,048
Lossper share($)	0.59	0.08	(0.54)	3.09

Source of data: Market Observation Post System/Compiled from this opinion

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4.3.3.3 Description and summary of analogous parameters

The value multiplier is calculated using the equity value or enterprise value of a company as the numerator and the measured performance value in the denominator. When using the equity value or the enterprise price, the value basis used in the numerator and the logical basis for the performance measurement value used in the denominator shall be relevant.

Generally speaking, performance indicators include operating revenue, earnings per share, and equity book value, and then based on the value basis (equity value or enterprise value) corresponding to the measurement indicators, form the enterprise value to operating revenue ratio (EV/Sales), Value multiples such as EV/EBITDA, P/B, and price-to-earnings (P/E) ratio. Each value multiple expresses a different aspect of value. However, the main business of Ji-Haw Industrial is in a loss state and it is not suitable for the EV/EBITDA and price-to-earnings (P/E) ratios to be adopted. The EV/Sales ratio and the P/B ratio are used to evaluate the value per share of Ji-Haw Industrial

The calculation of the value multiple of comparable peers is summarized as follows:

Company	EV/Sales	P/B
5488 SUNFPU	0.86	1.12
6134 WanShih	1.32	2.56
6158 P-TWO	0.68	1.3
Average	0.96	1.66

Source: Taiwan Economic Journal Database/Compiled in this opinion Note 1: Enterprise Value (EV): represents the equity attributable to all capital providers. Note 2: Price(P): The fair price of equity.

4.3.3.4 Explanation and calculation of comparable values

Based on the value multiplier calculated in the preceding paragraph and in conjunction with the corresponding performance measures of the Group, the theoretical value per share of the Group is calculated. This opinion paper will apply two value multipliers to calculate the theoretical value of equity, with each weight of 50%. The value of each common share of Ji-Haw Industrial was acquired at NT$12.02 per share.

Item	EV/Sales	P/B
Financial data of Ji-Haw Industrial ( Note )	1,317,955	990,937
Average value multiplier ( times )	0.96	1.66

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Value before enterprise adjustment (in thousands)
	1,265,237	1,644,955
Less: Idle cash endingbalance	-
Ending Balance of interest-bearing liabilities	100,000
Ending Balance of Non-controlling equity	-
Value after enterprise adjustment (in thousands)	1,165,237	1,544,955
Shares(thousand shares)	112,719	112,719
Priceper share	10.34	13.70
Weights(50% each)	5.17	6.85
Total	NT$12.02

4.4 Summary and adjustment of value

Based on the above, the theoretical price per common share of Ji-Haw Industrial is NT$12.02 this year. %, the weighted price per share is between NT$ 17.76 and NT $ 20.79.

	Price per		Weighted price per share
Item		Weight
	share
Market Approach - The Company's Market Exchange Act	23.49~29.56	50%	17.76~20.79
Market Approach - comparable company approach	12.02	50%

5. Conclusion

Based on the quantifiable financial data of Ji-Haw Industrial, the market method-company exchange method and the market method-comparable company method were used to calculate the weight of the objective data in the market. The reasonable private placement price per share is between NT$ 17.76 and NT $ 20.79.

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Attachment IX. List of Potential Candidates

• A. Selection of Offerees and Purpose

If the offeree is an insider or a related party, he or she will directly or indirectly contribute to the future operation of the company and has a certain degree of understanding of the company. The list will tentatively include the following subjects:

ollowingsubjects:
Potential applicant	Relationshipwith the company
Chao-YangHe	Candidates for the new Directors
Po-Hu Tseng	Candidates for the new Directors
Hao-Ji Shih	Candidates for the new Directors
Guo,Chen	Candidates for the new Directors

• B. If the applicant is a juridical person, the names of its top ten shareholders and their shareholding percentages, and their relationship with the company: Not applicable.

• C. If the top ten shareholders are juridical person, the names of the top ten shareholders, their shareholding percentages, and their relationship with the company: Not applicable.

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Attachment X. Assessment Opinion on the Necessity and Reasonableness of Private Placement

Ji-Haw Industrial, Co., Ltd.

Assessment Opinion on the Necessity and Reasonableness of Private Placement

Opinion client: Ji-Haw Industrial, Co., Ltd.

Recipient of Opinion: Ji-Haw Industrial, Co., Ltd.

Designated purpose of the opinion: only for the private placement of common shares in 2023 by Ji-Haw Industrial, Co., Ltd.

Type of report: Assessment Opinion on the Necessity and Reasonableness of Private Placement

Evaluator: Taichung Commercial Bank Securities Co., Ltd.

May 5, 2023

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I. Introduction

Ji-Haw Industrial, Co., Ltd. (hereinafter referred to as "Ji-Haw" or the "Company") intends to arrange a private placement of common shares for no more than 20,000,000 shares on May 8, 2023 (hereinafter referred to as the Private Placement), and discuss the selection method and purpose of the offerees, the necessity, and the expected benefits. This Private Placement is expected to be held once a year or in two divided times since the resolution date, June 29, 2023 of the shareholders’ meeting.

Pursuant to Paragraph 3, Article 4 of the "Notes for Public Companies Executing Private Placements of Securities," the board of directors may In the event of a material change, the underwriter shall be invited to provide an opinion on the necessity and reasonableness of the private placement, and shall be specified in the shareholders' meeting notice for reference. Upon re-election of directors and supervisors in the general shareholders' meeting held on June 20, 2022, the number of seats on the board of directors has changed by more than one-third, and the number of seats on the board of directors has changed in three of the seven seats. In addition, the Company has 112,719,251 shares in issue so far. It is expected that the issuance of all shares subject to the cap on the private placement will account for 15.07% of the 132,719,251 issued shares of the Company. since April 2023, and since the private placement of the company also plans to introduce strategic investors, the possibility that the offeree will gain the board of directors of the company and major changes in the management will not be ruled out. , the Company had commissioned the underwriter to evaluate the necessity and reasonableness of the private placement of securities in accordance with Paragraph 3, Article 4 of the "Notes for Public Companies Conducting Private Placements of Securities" opinions.

The contents of this opinion shall be taken as reference only for the decision of private placement in the Board of Directors meeting on May 8, 2023 and the General Shareholders' Meeting on June 29, 202 This opinion is made based on the proposal of the Board of Directors and the financial information dated May 8, 2023, as well as reference to public information disclosed on the information platform. It should be noted that any future changes to the private placement plan or other circumstances that may affect the content of this opinion are not the responsibility of this opinion, and this statement is hereby declared.

II. Current status of the Company and the contents of the private placement

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(I) Status of the Company

The Company was founded in January 1983. It is mainly engaged in the business of precision electronic sockets and sockets, connectors, wires, cables and various electronic parts. Its main products are connectors for computers and peripheral products, consumer electronics and communication products. and connectors. As of the end of 2022, the paid-in capital was 1,127,192 thousand NT$. The condensed financial information for the most recent three years is as follows:

1. Condensed balance sheet (consolidated)

1. Condensed balance sheet (consolidated)	1. Condensed balance sheet (consolidated)	1. Condensed balance sheet (consolidated)	1. Condensed balance sheet (consolidated)
Unit: NT$Thousand
Year Item	2020	2021	2022
Current assets	1,195,751	1,505,927	1,155,439
Property, plants,and equipment	321,328	280,174	264,115
Other assets	307,839	259,312	258,200
Total assets	1,824,918	2,045,413	1,677,754
Current liabilities	757,929	923,944	548,203
Non-current liabilities	107,591	111,179	109,578
Total liabilities	865,520	1,035,123	657,781
Share capital	1,127,192	1,127,192	1,127,192
Capital surplus	226,697	226,697	226,697
Retained earnings	(307,969)	(241,316)	(252,744)
Other equity	(86,522)	(102,283)	(81,172)
Equity attributable to owners of theparent company	959,398	1,010,290	1,019,973
Non-controllinginterests	-	-	-
Total equity	959,398	1,010,290	1,019,973
Net valueper share(NT$)	8.51	8.96	9.05

Source: Consolidated financial statements of the company audited and certified by CPAs

1. Condensed Statement of Comprehensive Income (Consolidated)

2. Condensed Statement of Comprehensive Income (Consolidated)	2. Condensed Statement of Comprehensive Income (Consolidated)	2. Condensed Statement of Comprehensive Income (Consolidated)	2. Condensed Statement of Comprehensive Income (Consolidated)
Unit: NT$Thousand
Year Item	2020	2021	2022
Operatingincome	1,320,863	1,574,747	1,497,478
Grossprofit	115,597	122,104	190,741
Operating profit(loss)	(95,416)	(88,974)	(28,046)
Non-operating income and expenses	(5,486)	191,130	71,478
Profit(loss)before tax	(112,507)	102,516	43,432

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Year Item	2020	2021	2022
Profit (loss) from continuing operations for theperiod	(101,745)	75,214	(13,486)
Loss from discontinued operations	11,605	(8,285)	-
Current netprofit(loss)	(90,140)	66,929	(13,486)
Other comprehensive net income (loss)	263	(16,037)	23,169
Total Comprehensive Income for the Current Period	(89,877)	50,892	9,683
Net income (loss) attributable to owners of theparent company	(90,140)	66,929	(13,486)
Total comprehensive income attributable to owners of the parent company	(89,877)	50,892	9,683
Earnings(losses) per share(NT$)	(0.80)	0.59	(0.12)

Source: Consolidated financial statements of the company audited and certified by CPAs

(II) The contents of the private placement

The Company plans to have a resolution of the Board of Directors to be held on May 8, 2023, to propose a private placement of ordinary shares within a limit of up to 20,000,000 shares. The funds raised from this issuance will be used for purposes such as strengthening working capital, repaying bank loans, improving financial structure, or supporting the funding needs of future diversified business development of the company (including but not limited to reinvestment and enhancing operational funds for new business).; the private placement price of this private placement case is set according to (1) the choice of one, three, and five business days before the pricing date. Calculate the simple average of the closing prices of the common stocks after deducting the ex-rights and dividends of the stock dividends, and adding back the price per share after capital reduction and anti-ex-rights; (2) the simple arithmetic average of the closing prices of the common stocks 30 business days prior to the pricing date The higher of the two prices shall be the reference price and shall not be lower than 80% of the reference price. For investors, the price shall be no less than 60% of the reference price and no less than the face value of the shares.

III. Necessity and reasonableness assessment of the private placement

• (I) Assessment of Lawfulness

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According to the company's 2022 financial report audited and certified by CPAs, the company's net loss after tax in 2022 was NT$13,486 thousand, and the loss to be recovered at the end of 2022 was NT$252,744 thousand. "Precautions" Article 3 of the "Privacy Policy" prohibits private placements of marketable securities if the company has net profit after tax and no accumulated losses in the most recent year. In addition, according to the proposal and information of the Company's board meeting on May 8, 2023. The private placement of the company is a company that complies with Article 43-6 of the Securities and Exchange Act and the Securities and Futures Bureau, Financial Supervisory Commission (formerly the Securities and Futures Commission of the Ministry of Finance) According to Letter Tai-Cai-Zheng-Yi-Zi No. 0910003455 issued on June 13, 2002(91).The private placement price shall be set at no less than 80% of the reference price. For investors, the price shall be no less than 60% of the reference price. If the offeree is a strategic investor The Company has commissioned an independent expert to issue an opinion on the basis and reasonableness of the pricing, and has listed the insiders or related parties who may be involved in the application of the offer and their relationship with the Company. As stated in the above-mentioned Board of Directors proposal materials, upon assessment, the Company's handling of this private placement should be appropriate.

(II) The need for private placements

From 2020 to 2022, the company's main business operation showed losses. Except for the non-operating income generated in 2021 due to the gain on disposal of investment property, which was a net profit after tax, the years 2020 and 2022 were both net losses after tax. In addition, the company still has accumulated losses by the end of 2022; considering that the company is currently operating at a loss, if it is publicized, it may not be easy to win the favor of ordinary investors, and the completion of its fund-raising plan may be uncertain. fund-raising is relatively quick, simple, and time-sensitive, avoids reliance on borrowings from financial institutions, and allows for greater flexibility in the use of funds. It will help the Company to expand into new business areas and diversify business development, thereby strengthen the overall operating structure and reduce operating losses. Therefore, it is necessary for the Company to handle this private placement case.

(III) The reasonableness of private placement

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1. Reasonableness of private placement resolution procedures

The private placement of the company is intended to be approved by the board of directors on May 8, 2023 and submitted to the shareholders' meeting on June 29, 2023 for resolution. The content of the motion discussed, the basis for setting the private placement price, and the method of selecting specific parties have complied with the Securities and Exchange Act and related laws and regulations. Therefore, the resolution procedure for this private placement proposal should be reasonable.

2. Reasonableness of the type of private placement securities

The type of securities that the Company intends to perform private placement is common stock, which is a type of securities generally issued in the market and is highly accepted by investors. Therefore, the planned issuance of common stock for capital increase in this private placement should be reasonable.

3. The reasonableness of the expected benefits from the private placement

The private placement is intended to be used for working capital, repayment of bank borrowings, improvement of financial structure, or funding for the Company's future business diversification. In addition to the need for long-term stable funds, it can also reduce the company's dependence on bank financing and interest expenses, increase the flexibility of capital allocation, strengthen the company's financial structure, and improve solvency, which will help the company In order to achieve sound operations and development while taking into account the interests of shareholders, the benefits expected to be generated from this private placement should be reasonably realized.

(IV) Selection of Offerees and Their Feasibility and Necessity

1. Selection of Offeree

The private placement of the company is a company that complies with Article 43-6 of the Securities and Exchange Act and the Securities and Futures Bureau, Financial Supervisory Commission (formerly the Securities and Futures Commission of the Ministry of Finance) According to Letter No. Tai-Cai-Zheng-Yi-Zi No. 0910003455 issued on June 13, 2002(91), it is limited to certain persons, including but not limited to insiders, related parties, or strategic investors who directly or indirectly contribute to the Company's future operations and have a certain degree of understanding of the Company.

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No specific applicant has been identified for the private placement. The actual applicant will be determined in accordance with the relevant regulations.

1. The feasibility and necessity of the offeree

Due to the loss of operation of the company, for the sustainable operation and development of the company, this private placement case will introduce candidates who can directly or indirectly benefit the company's future operations. In addition to consulting internal personnel or related parties (potential subscribers as mentioned in the proposal information for the May 8, 2023 board meeting), the private placement aims to enhance the stability of the management team.and also hope to introduce strategic investors. The Company explores new areas of business or conducts diversified operations, thereby expanding the scale of operations, and improving profitability and overall shareholders' equity. Therefore, the applicant for this private placement case should be consulted based on its feasibility and necessity.

IV. Impacts of major changes in management on the business, finance and shareholders' equity of the Company

The Company held a general shareholders ' meeting on June 20, 2022 for the re-election of directors and supervisors. Three of the seven seats of the board of directors were changed, and the number of seats of directors changed by more than one-third. " In the case of material change in management within the year prior to the private placement of securities resolved by the board of directors in Paragraph 3 of Article 4, the reason for the change in directors is that the Company has increased the number of independent directors from two to An Audit Committee was established to replace supervisors. Both of the two newly elected independent directors (Qin-nan Yeh and Hsin-Quan E) did not hold shares of the Company at the time of their election, and one of the new directors after the re-election (Po-shou Chen, He was the supervisor of the company who held only 2.01% of the company's issued shares when he was elected. Since there is no change in the management level and no new major business items, the company's business, financial and shareholders' equity was not significantly affected.

There are 112,719,251 shares of the Company in issue so far. It is expected that the issuance of all shares under the private placement case will account for 15.07% of the 132,719,251 outstanding shares of the Company; During the month, three directors (Wu Chia-Hsin, Lin Da-sen, and Chen Po-Shou) resigned one after another. Wu Jia-Hsin is the

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current President of the company, Lin Da-Sen is the director and President of the company's subsidiary (Ji-Haw Investment Co., Ltd.(J.H.I.).); Acting as the management consultant for the subsidiary (Ji-Haw Electronics (Kunshan) Co., Ltd. today); as the Company plans to bring in strategic investors for this private placement, it is not ruled out that the The number of directors and the management of the Company may undergo material changes. The impacts to the Company's business, finance and shareholders' equity are described below:

(I) Impact on the Company's business

The Company has not yet determined any specific applicant. The specific parties to be negotiated in this private placement project include strategic investors who can directly or indirectly benefit the Company's future operations and have a certain degree of understanding of the Company. The resources and assistance of investors will be helpful for business expansion into new areas or diversification of business operations, thereby enhancing the company's profits and shareholders' equity; in addition, as the private placement securities are not transferable for a period of three years, it will be more secure for the company and its strategic investors Therefore, the private placement should be of positive benefit to the business of the Company.

(II) Impact on the Company's finances

After private placement, the company can receive effective capital injection immediately. In addition to meeting the needs of future operation and development in a timely manner, it can also improve the financial structure, strengthen the operating structure, increase the flexibility of capital allocation, reduce operating risks, and thereby increase the competition in operation. The private placement is beneficial to the Company's future medium and long-term development. Therefore, this private placement case should be of positive financial benefit to the Company.

(III) Effect on the Company's shareholders' equity

The Company's private placement price this time is based on not less than 80% of the reference price, and if it is a strategic investor, it is based on no less than 60% of the reference price, and the price shall not be lower than the face value of the stock. As the net worth per share has been lower than the face value of the shares for a long time due to the losses accumulated in the account for many years, as the private placement price of this private placement case shall not be lower than the lower limit of the face value of the shares. In addition, the introduction of strategic investors through this private placement

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case can enhance the company's profits and shareholders' equity. Therefore, this private placement case should still positively benefit the company's shareholders' equity.

V. Summary of Evaluation Opinions

Based on the above assessment, the Company's funds from this Private Placement will be used to enrich the working capital, repay bank loans, improve the financial structure, or support one or more capital utilization plans for the Company's future diversified business development . In addition to satisfying the company's need for long-term stable funding, it can also reduce the company's dependence on bank financing and interest expenses, increase the flexibility of capital allocation, strengthen the company's financial structure, and improve solvency. In addition, after reviewing the board of directors' proposals prepared by the company, the content and procedure of the issuance plan, the basis for setting the private placement price, and the selection of specific persons are in compliance with the Securities and Exchange Act and relevant regulations. Considering that private placements are relatively quick and convenient, and the non-transferrable securities within three years are required to protect the Company's relationship with potential strategic investors Therefore, it is necessary and reasonable for the Company to proceed with the issuance of common shares through private placement.

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==> picture [465 x 148] intentionally omitted <==

Evaluator: Taichung Commercial Bank Securities Co., Ltd.

Representative: Xiu-Hui, Yeh

==> picture [447 x 52] intentionally omitted <==

==> picture [486 x 148] intentionally omitted <==

May 5, 2023

(This seal is only available for use in the assessment opinion on the necessity and reasonableness of the private placement of common stock in 2023 by Ji-Haw Industrial, Co., Ltd.)

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Declaration of Independence

• I. The Company was commissioned to issue a written evaluation opinion on the necessity and reasonableness of the private placement of common stock for Ji-Haw Industrial, Co., Ltd.. (hereinafter referred to as Ji-Haw Company) in 2023.

• II. In order to execute the business referred to above, the Company hereby declares that it does not have the following events:

• (I) Either party and the parent company, all subsidiaries of the parent company, and the venture capital enterprises managed by the subsidiaries jointly hold more than 10% of the total shares of the other party.

• (II) If either party or its subsidiaries have appointed more than half of the total number of directors of the other party.

• (III) The Chairman or President of either party is the same person or is a spouse or relative within the second degree of kinship with the Chairman or President of the other party.

• (IV) Shares of more than 20% of the total shares of either party are held by the same shareholder.

• (V) The directors or supervisors of either party are the same as more than half of the directors or supervisors of the other party. The calculation includes the spouses, children, and relatives within the second degree of kinship of said personnel.

• (VI) Either party and its related party hold more than 50% of the total outstanding shares of the other party.

• (VII) The parties shall apply for the combination according to the relevant laws and regulations, or the combination is not prohibited by the Fair Trade Commission after reporting.

• (VIII) Other legal provisions or facts that prove that any party directly or indirectly controls the personnel, financial or business operations of the other party, resulting in a loss of its independence.

• III. For the evaluation of the necessity and reasonableness of the Company's private placement of common shares in 2023, the Company has maintained the spirit of detachment and independence in the evaluation opinions.

Declared by: Taichung Commercial Bank Securities Co., Ltd.

Representative: Xiu-Hui, Yeh

Date: May 5, 2023

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Appendix I. "Articles of Incorporation" ' Full text before amendment

Ji-Haw Industrial, Co., Ltd.

Articles of Incorporation

Chapter 1: General Provisions

Article 1 The Company has been duly incorporated in accordance with the provisions of the Company Act,

The English name of the Company is JI-HAW INDUSTRIAL CO., LTD.

Article 2 The Company’s business shall include the following:

1. B202010 Mining of Non-metallic.

2. C801110 Fertilizer Manufacturing.

3. C802070 Pesticide Manufacturing.

4. C802100 Cosmetics Manufacturing.

5. C802990 Other chemical products manufacturing.

6. C901010 Ceramics and Ceramic Products Manufacturing.

7. CC01020 Electric Wires and Cables Manufacturing.

8. CC01080 Electronics components manufacturing.

9. CC01110 Computer and Peripheral Equipment Manufacturing.

10. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.

11. F106030 Wholesale of Moulds and Molds.

12. F107050 Wholesale of Fertilizers.

13. F108011 Wholesale of Traditional Chinese Medicine.

14. F108021 Wholesale of western pharmaceutical.

15. F108031 Wholesale of medical devices.

16. F108040 Wholesale of Cosmetics.

17. F199990 Other wholesale trade.

18. F207050 Retail Sale of Fertilizers.

19. F208040 Retail Sale of Cosmetics.

20. F299990 Retail sale of other products.

21. F119010 Wholesale of Electronic Materials.

22. F206030 Retail sale of Moulds and Molds.

23. F219010 Retail Sale of Electronic Materials.

24. F401010 International Trade.

25. I199990 Other Consulting Services

26. IG01010 Biotechnology Services.

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1. IZ99990 Other Industrial and Commercial Services.

2. ZZ99999 All businesses that are not prohibited or restricted by law, except those that are subject to approval.

3. Article 3 The total amount of the Company’s investment may exceed 40% of the paid-in capital and may provide endorsements and guarantees externally for business.

4. Article 4 The Company’s head office is located in New Taipei City. Where necessary, an overseas branch may be set up by resolution of the Board of Directors.

Chapter 2: Shares

• Article 5 The total capital of the Company shall be NTD 1,350,000,000, divided into 135,000,000 shares at NT$ 10 per share. The Board of Directors is authorized to issue tranches according to business needs.

• Article 6 The shares of the Company shall be registered. Their certificates shall bear the signatures or seals of the directors representing the Company and may only be issued after they have been legally certified.

• Article 7 The shares issued by the Company are exempted from printing, any such certificates, provided that such new shares are kept in custody by or registered with a securities depository body, and shall be handled in accordance with the requirements of such depository body.

• Article 8 The rebranding and registration of shares shall be suspended within 60 days before a regular session of the General Meeting of Shareholders, 30 days before a special session of the General Meeting of Shareholders, or within 5 days prior to the record date for the distribution of dividends, bonuses, or other benefits by the Company.

Chapter 3: Shareholders’ meeting

• Article 9 Shareholders’ meetings are divided into general meetings and special meetings. A general meeting shall be convened once a year within 6 months after the end of fiscal year, while a special meeting shall be convened when necessary in accordance with the relevant laws.

• A notice to convene a general meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date and no later than 15 days prior to the scheduled meeting date for a special meeting, with the date and place of meeting and cause for the meeting included in the notice.

With the consent of the addressee, the meeting notice may be given in electronic form. The notice of the preceding paragraph may be effected by means of public announcement for shareholders holding less than 1,000 registered shares.

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• Article 10 For shareholders who cannot attend shareholders’ meeting for any reason, he/she may issue a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization. In addition to the provisions set forth in Article 177 of the Company Act, proxies for attendance at shareholders’ meetings are handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.

• Article 11 Unless otherwise provided in the Company Act, shareholders of the Company are entitled to one vote per share.

• Article 12 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, and are handled in accordance with the provisions set forth in Article 183 of the Company Act.

• Article 13 When the Company convenes a shareholders’ meeting, shareholders may exercise their voting rights by correspondence or electronic means. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. Their declaration of intent is governed in accordance with Article 177-2 of the Company Act.

Chapter 4: Directors and supervisors

• Article 14 The Company shall have seven directors, of which the number of independent directors shall not be less than two and the number of directors shall not be less than one-fifth of the total number of directors. There shall be three supervisors, each serving a three-year term, and consecutive re-election is permitted. The candidates for the election of directors and supervisors are governed by the nomination system as set forth in Article 192-1 of the Company Act. The directors and supervisors are elected from a list of candidates by shareholders. The total shareholding ratio of all Directors and Supervisors of the Company shall comply with the regulations of the competent authority of securities.

• Article 15 The Board of Directors shall consist of the Company’s directors. The Chairman shall be elected by a majority of the directors attending a meeting of the Board of Directors at which at least two-thirds of directors are present. The Vice Chairman is elected in the same manner. The Chairman shall represent the Company externally.

• Article 15.1 The remuneration to all directors and supervisors is determined by the Board of Directors based on the degree of their participation to the Company’s operations and value of their contributions at the standard industry rate. The Company may take out liability insurance for its directors and supervisors covering the liability they are

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legally required to bear in relation to the performance of their duties.

• Article 16 If the Chairman is on leave or unable to perform his/her duties for whatever reason, his/her proxy shall be handled pursuant to the provisions of Article 208 of the Company Act.

• Article 16.1 A Board meeting is convened by the Chairman or his/her proxy who shall chair the meeting. Unless otherwise provided by the Company Act, the passage of a proposal at a Board meeting of the Company shall require the approval of a majority of the directors in attendance at a Board of Directors meeting attended by a majority of all directors. When a director is not able to attend a Board meeting for any reason, he/she shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting, and the appointed proxy is subject to only one person.

• Article 16.2 A notice of the reasons for convening a Board meeting shall be given to each director and supervisor 7 days before the meeting is convened, providing. In emergency circumstances, however, a Board meeting may be called on shorter notice. The Board shall notify the directors and supervisors for convention by written notice, fax or electronic mean（E-mail）.

Chapter 5: Company officers

• Article 17 The Company may appoint a company officer, whose appointment, discharge and compensation shall be subject to the provisions of Article 29 of the Company Act.

Chapter 6: Accounting

• Article 18 At the close of each fiscal year, the Board of Directors shall prepare (1) business report (2) financial statements and (3) a proposal of earnings distribution or recovery of losses, and they shall be submitted to the general meeting of shareholders for ratification.

• Article 19 If the Company makes a profit for the year, it shall allocate 3%~12% as the remuneration to employees and 1%~3% as the remuneration to directors. However, when the Company still has accumulated losses, it shall reserve an amount to cover the losses in advance.

• Remuneration to employees in the preceding paragraph distributed in shares or cash must be employees of control or subordinate companies who meet certain criteria. The criteria are authorized to the Board of Directors for determination.

• Article 19.1 If there is a profit for the year, the Company shall first pay taxes and cover previous

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losses, then 10% of the net profit after tax shall be set aside as legal reserve, except for when the accumulated legal reserve has reached the Company’s total paid-in capital. Special reserve may be set aside or reversed as required by the Company’s operating needs or the law or regulations. Any balance thereof still available shall, the Board of Directors shall allocate 10%~100% of the undistributed earnings and prepare an earnings distribution proposal to be submitted to the shareholders’ meeting for ratification.

The cash dividends may not be less than 30% of the total dividends; however, if the cash dividends are less than NT$0.1 per share, dividends may be distributed in the form of shares. The rates for earnings distribution are adjusted by resolution of the shareholders meeting depending on the actual profit of the year, capital budget and the Company’s state of capital.

When the said earnings distribution is made in the form of cash dividends, the Board of Directors is authorized to reach resolution and to report to the shareholders’ meeting.

Article 19.2 If the Company is to distribute all or part of the legal reserve (provided the legal reserve exceeds 25% of the paid-in capital) and the capital surplus in cash pursuant to the Company Act, the Board of Directors is authorized to approve such distribution by special resolution and report to the shareholders’ meeting.

Chapter 7: Supplementary provisions

Article 20 Matters not provided for in these Articles of Incorporation are handled in accordance with the Company Act and other applicable laws and regulations.

Article 21 These Articles of Incorporation were established on December 29, 1982.

The 1st amendment was made on August 10, 1983.

The 2nd amendment was made on October 11, 1984. The 3rd amendment was made on November 13, 1984. The 4th amendment was made on September 16, 1985. The 5th amendment was made on June 15, 1986. The 6th amendment was made on November 17, 1986. The 7th amendment was made on December 7, 1988. The 8th amendment was made on March 1, 1990. The 9th amendment was made on January 15, 1995. The 10th amendment was made on October 1, 1997. The 11th amendment was made on December 10, 1997. The 12th amendment was made on January 7, 1998.

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The 13th amendment was made on April 13, 1998. The 14th amendment was made on August 5, 1998. The 15th amendment was made on September 15, 1998. The 16th amendment was made on December 7, 1998. The 17th amendment was made on June 15, 1999. The 18th amendment was made on July 22, 1999. The 19th amendment was made on June 30, 2000. The 20th amendment was made on May 22, 2001. The 21st amendment was made on May 31, 2002. The 22nd amendment was made on May 31, 2002. The 23rd amendment was made on June 27, 2003. The 24th amendment was made on June 28, 2004. The 25th amendment was made on June 14, 2006. The 26th amendment was made on June 13, 2008. The 27th amendment was made on June 17, 2010. The 28th amendment was made on June 15, 2011. The 29th amendment was made on June 15, 2012. The 30th amendment was made on June 14, 2013. The 31st amendment was made on June 17, 2014. The 32nd amendment was made on June 15, 2015. The 33rd amendment was made on June 13, 2016. The 34th amendment was made on June 14, 2017. The 35th amendment was made on June 14, 2019. The 36th amendment was made on June 15, 2020. Amendment for the 37th instance was made on June 20, 2022.

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Appendix II - "Rules of Procedure for Shareholders’ meetings" before amendment

Ji-Haw Industrial, Co., Ltd.

Rules of Procedure for Shareholders' Meetings

2022.03.29 passed by the Board of Directors

• I. The Rules of Procedure for Shareholders' Meetings of the Company shall be implemented in accordance with the Rules, unless otherwise provided in the law or in the Articles of Incorporation.

• II. The attending shareholders or their proxies (hereinafter referred to as "shareholders") shall sign in in person, and the attendance cards are used instead.

• The attendance and voting of a shareholders' meeting shall be counted on the basis of shares. The number of shares attending the meeting shall be calculated based on the paid-in attendance cards plus the number of shares exercising voting rights in writing or electronic means.

• III. Unless otherwise provided by law, shareholders' meetings of the Company shall be convened by the Board of Directors.

Except as otherwise provided in the Guidelines Governing the Handling of Stock Issued to Public Companies, the Company shall convene a video meeting of the shareholders' meeting as specified in the Articles of Incorporation and resolved by the Board of Directors, and the video meeting of the shareholders' meeting shall be conducted by a resolution of the Board of Directors with the attendance of at least two-thirds of the directors and the approval of a majority of the directors present.

Changes to the method of holding a shareholders' meeting of the Company shall be resolved by the board of directors no later than the dispatch of the shareholders' meeting notice.

The Company shall send to the Market Observation Post System (MOPS) the notice of the shareholders' meeting, the proxy form, and the text and explanatory information of each motion for recognition, discussion, election or dismissal of directors to the Market Observation Post System (MOPS) 30 days prior to the regular shareholders' meeting or 15 days prior to the extraordinary shareholders' meeting. The Company also prepares an electronic version of the Shareholders' Meeting Procedure Handbook and supplementary materials for the meeting and uploads them to MOPS at least 21 days before a regular session or 15 days before a special session of the General Meeting. Fifteen days prior to the scheduled date of a shareholders' meeting, the shareholders' meeting procedure handbook and

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supplementary materials for the meeting shall be prepared and made available to shareholders upon request, and shall be placed on display at the Company or the professional share registration agent appointed by the Company or distributed at the venue of the shareholders' meeting.

The handbook and supplementary materials referred to in the preceding paragraph shall be made available to the shareholders for reference by the Company on the day of the general meeting:

• (I) When a physical shareholders' meeting is convened, the shares shall be distributed on-site.

• (II) When a shareholder meeting is assisted by video, the information shall be distributed on-site and transmitted to the video conference platform as an electronic file.

• (III) When convening a shareholder meeting by video connection, the file shall be transmitted electronically to the video conference platform.

The notice and announcement shall specify the reason for the convening; if the notice is approved by the counterparty, it may be given by electronic means.

Election or dismissal of directors, alteration of Articles of Incorporation, capital reduction, application for suspension of public offering, director's business permission, capital increase from earnings, capital increase from reserves, dissolution, merger, spin-off, or any of the conditions referred to in Paragraph 1, Article 185 of the Company Act The main contents of which may not be proposed as an impromptu motion; the main contents may be posted on the website designated by the securities authority or the company, and the URL shall be disclosed in the notice.

Where re-election of directors and their inauguration dates are specified in the reasons for convening the shareholders' meeting, the inauguration dates of directors may not be changed by temporary motion or in other ways in the same meeting after the completion of said re-election.

Shareholders holding 1% or more of the total outstanding shares of the Company may propose to the Company a proposal at a regular shareholders' meeting, provided that only one proposal may be presented in one single item. However, the board of directors may include shareholders' proposals for urging the company to promote public interests or fulfill its social responsibilities. In addition, the Board of Directors may not include the motions proposed by the shareholders as falling under Article 172-1, Paragraph 4 of the Company Act.

The company shall announce the acceptance of shareholder's proposal, submission by paper or electronic means, the location and time of submission before the date of suspension of transfer of shares before the convention of a general meeting; the submission period shall not be less than 10 days.

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If the proposal exceeds 300 words, the proposal will not be included in the motion; the proposing shareholder should attend the regular shareholders' meeting in person or by proxy and participate in the discussion of the motion.

The Company shall inform the shareholders of the motions handling the motions before the date of notice for the General Meeting and list the motions meeting the requirements of this article in the meeting notice. For motions proposed by shareholders that are not included in the agenda, the Board of Directors shall explain the reasons for not including such motions.

• IV. Shareholders may present the Letter of Appointment printed by the Company and specify the scope of authorization to appoint a proxy to attend the meeting.

Each shareholder may present one authorization of agent only, and such authorization shall be delivered to the Company no later than five days prior to the scheduled date of the General Meeting. However, the declaration of revocation of pre-certification commission is not limited to this.

After the delivery of the authorization of agent to the company, shareholders who desire to attend the meeting in person or cast their votes by correspondence or electronic means should inform the company of revocation of the authorization of agent in writing two days prior to the scheduled date of the meeting. The voting rights exercised by the attending shareholders shall prevail.

After the delivery of the authorization of agent to the company, shareholders who desire to attend the meeting in person or cast their votes by video should inform the company of revocation of the authorization of agent in writing two days prior to the scheduled date of the meeting. The voting rights exercised by the attending shareholders shall prevail.

V. The meeting shall be held at the place where the Company is located or at a place convenient for the shareholders to attend and suitable for the shareholders' meeting, and the meeting shall commence no earlier than 9:00 a.m. or later than 3:00 p.m. The place and time of the meeting shall be held with due consideration to the opinions of the independent directors.

The venue of the meeting of the Company convened by video connection is not limited as described in the preceding paragraph.

• VI. When the government or institutional shareholder is a shareholder, the number of representatives attending the shareholders' meeting is not limited to one. The legal person appointed to attend the shareholders' meeting may appoint only one representative to attend the meeting.

Shareholders who wish to attend a shareholders’ meeting by video conference should register with the Company two days prior to the scheduled date of the meeting.

If a shareholders' meeting is convened by video conference, the Company shall upload the agenda handbook, annual report and other relevant materials to the shareholders' meeting

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video conference platform at least 30 minutes before the start of the meeting and continue to disclose the information until the end of the meeting.

• VII. The Company shall specify the following in the shareholders' meeting notice when convening a shareholders' meeting via video conference :

• (I) Methods for shareholders' participation in video conference and exercising their rights.

• (II) The handling of obstacles to the videoconferencing platform or participants through videoconferencing due to natural disasters, incidents, or other force majeure events, including at least the following:

  1. The date of the meeting that needs to be postponed or adjourned due to the impediments presented before the meeting cannot be ruled out.

  2. Shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the adjourned or continued meeting.

  3. If it is not possible to convene a shareholders’ meeting via videoconferencing and the videoconferencing cannot be continued, the shareholders' meeting shall proceed to the meeting after deduction of the number of shares attending the meeting via videoconferencing and the number of shares attending the meeting reaches the legal limit for holding a meeting. The number of shares attending the meeting shall be counted in the total number of shares held by the shareholders present at the meeting. The shareholders' meeting shall be deemed as their abstention on all proposals in the meeting.

  4. The procedure for handling all motions that have been resolved but no extempore motion has been made.

• (III) Convening the meeting by video conference, and specifying the appropriate alternatives for shareholders who have difficulty participating in the meeting by video conference. In -

• addition to the situations specified in Paragraph 6, Article 14 9 of the Regulations Governing Shareholder Affairs of Public Companies, at a minimum, the shareholders shall be provided with connection equipment and assistance as necessary, and shall specify the time period during which the shareholders may apply to the company and other relevant precautions.

• VIII.If a shareholders' meeting is convened by the Board of Directors, the Chairman shall preside over the meeting. If the Chairman is on leave or is unable to exercise his/her power for any reason, the Vice Chairman shall preside over the meeting. When exercising functions and powers, the Chairman of the Board shall appoint a Managing Director to act as his/her representative; if there is no Managing Director, a Managing Director shall appoint a representative to act as the representative.

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When a Managing Director or a Director acts as the chairperson as referred to in the preceding paragraph, the Managing Director or Director shall be one who has held the position for six months or more and who understands the financial and business conditions of the Company. The same shall apply if the chairman is the representative of the corporate director.

The shareholders' meeting convened by the board of directors should be chaired by the chairman of the board of directors in person, and it should be attended by a majority of the directors, at least one independent director, and at least one member of each functional committee in person on the record.

If a shareholders' meeting is convened by someone other than the Board of Directors, the chairman of the meeting shall be the convener. If there are more than two conveners, one of them shall be elected from among themselves.

The Company may appoint its attorneys, certified public accountants, or related personnel to attend the shareholders' meeting as non-voting guests.

IX. The Company shall keep an audio recording and videotaping of the shareholders' meeting in session for at least one year. However, if a lawsuit is filed by the shareholder in accordance with Article 189 of the Company Act, such lawsuit shall be retained until the lawsuit is concluded.

For a shareholders' meeting convened by video conference, The Company shall keep an audio recording and videotaping of the shareholders' meeting in session and keep it for at least one year.

The information and audio recordings referred to above shall be properly preserved throughout the duration of the Company, and the audio and video recordings shall be provided to the consignee to handle video conference affairs for their preservation.

If the shareholders' meeting is convened by video conference, the Company shall record the audio and video recording of the backend operation interface of the video conference platform.

X. When the meeting time has expired, the chair shall announce the meeting in session. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement of the meeting, which shall not be more than two (the first time extension 20 minutes, and 10 minutes for the second instance).

If the number of shareholders representing more than one-third of the total number of issued shares is present after two postponements as referred to in the preceding paragraph, a tentative resolution may be resolved pursuant to Article 175-1 of the Company Act, and each shareholder shall be notified of the tentative resolution. The shareholders may convene another shareholders' meeting within one month. If the shareholders' meeting is convened by

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way of video conference, the shareholders who wish to attend by way of videoconferencing shall re-register with the Company in accordance with Article 6.

If the attending shareholders represent more than half of the total outstanding shares before the conclusion of the meeting, the chair may resubmit the tentative resolution for a vote at the shareholders' meeting in accordance with Article 174 of the Company Act.

XI. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Related motions (including extempore motions and amendments to the original motions) shall be voted on on a case-by-case basis. change.

The provisions referred to above shall apply mutatis mutandis if the shareholders' meeting is convened by someone other than the Board of Directors with the convening right.

The chairman may not announce the meeting is adjourned until all proceedings (including extraordinary motions) are completed as stated in the preceding two paragraphs. In the case of the shareholders attending the meeting by a majority of the voting rights, they shall nominate one person to be the chairman and the meeting shall continue.

The chairman shall allow ample opportunity for explanation and discussion of proposals and of amendments or extempore motions put forward by shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient voting time.

XII. Shareholders in attendance must fill out and submit the statement slip stating the purpose of the speech, the shareholder account number (or attendance card number) and account name for the Chairman to determine the order of speakers.

The attending shareholders who present a statement slip but do not speak shall be deemed not to have spoken. If the content of the speech is inconsistent with the statement slip, the content of the speech shall prevail.

Each shareholder shall not speak more than twice on the same motion without the consent of the chairman, and each time shall not exceed five minutes, but with the permission of the chairman, it may be extended for three minutes, provided that the chairman may stop a shareholder from speaking if he/she violates the rules or exceeds the scope of the question.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have obtained the consent of the chairman and the shareholder who speaks. The chairman shall stop the offender from speaking.

When the institutional shareholder appoints two or more proxies to attend the shareholders' meeting, only one of them may speak on the same motion.

After an attending shareholder has spoken, the Chairman may reply in person or designate a relevant personnel to respond.

If a shareholders meeting is convened by video conference, shareholders attending the

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meeting by video conference may ask questions in writing on the video conference platform after the chair has announced the meeting to be adjourned, and before the meeting is adjourned. No more than two questions may be raised per proposal. It shall be limited to 200 words, and the stipulations of Paragraphs 1 to 5 shall not apply.

If the question raised in the preceding paragraph does not violate the regulations or does not exceed the scope of the motion, it is advisable to disclose the question on the shareholders' meeting video conference platform so that it is known to the public.

• XIII.For resolutions made in a shareholders' meeting, the number of shares held by shareholders without voting rights shall not be counted in the total number of issued shares.

Shareholders who have a stake in the agenda of the meeting and may be detrimental to the interests of the Company may not participate in the voting, nor may they exercise their voting rights on behalf of other shareholders.

The number of shares for which voting is prohibited as referred to in the preceding paragraph shall not be counted in the number of voting rights of the shareholders present at the meeting. If a single person is appointed to proxy by two or more shareholders at the same time, the number of voting rights represented by the proxy may not exceed 3% of the total number of outstanding shares with voting rights, and the excess of voting rights will be exceeded and shall not be calculated.

• XIV. Unless otherwise provided in the Company Law, each shareholder shall be entitled to one voting right per share.

The Company shall exercise its voting rights by electronic means when convening a shareholders' meeting, and may exercise its voting rights by correspondence; where it may exercise its voting rights by correspondence or electronic means, the details of such exercise shall be specified in the notice of shareholders' meeting. Shareholders who cast their votes by correspondence or electronic means shall be deemed to have attended the meeting in person. However, the shareholders' meeting shall be deemed as a waiver of voting rights for any extempore motion and amendment to the original proposal.

Shareholders who cast their votes by correspondence or electronic means shall express their intents to the company two days prior to the scheduled date of the meeting. However, the declaration of intent prior to the revocation shall not be subject to this restriction.

Shareholders who desire to attend the meeting in person or via videoconference after having cast their votes by correspondence or electronic mail shall express their intent to revoke their intent to exercise the aforementioned voting rights in the same manner as for the exercise of voting rights two days prior to the scheduled date of the meeting. A vote cast by correspondence or electronic means shall prevail. If a proxy is cast by correspondence or electronic means and a proxy is appointed to attend the meeting, the votes cast by the proxy

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in the meeting shall prevail.

Unless otherwise provided in the Company Act and the Company's Articles of Incorporation, the voting for a proposal requires the consent of a majority of the voting rights represented by the attending shareholders. When voting, the chair or a person designated by the shareholders shall announce the total number of voting rights of the attending shareholders, motion by motion, and then let the shareholders vote on each motion. The results of shareholders' approval, disapproval and abstention shall be entered into the Market Observation Post System (MOPS) on the day after the shareholders' meeting.

When there is an amendment or alternative to the same motion, the chair shall determine the order of voting on the same motion. If one of the motions is passed, the other motions shall be deemed as vetoed and no further voting is required.

The chairman shall appoint the personnel to monitor the ballots and count the votes for the motions, provided that the personnel of the ballot shall be shareholders.

Counting of votes for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting, and immediately after the completion of vote counting, the voting results shall be announced on-site immediately, and a record shall be kept of the votes, including the statistical tallies of the votes.

The Company holds a video conference for a shareholders' meeting. Shareholders who participate in the shareholders' meeting by video conference shall conduct voting on various motions and voting for elections through the video conference platform before the chairman announces the closing of the voting, and any delay shall be deemed as abstention.

If the shareholders' meeting is convened by video conference, the votes shall be counted at once and the voting and election results shall be announced after the chair has announced the close of voting.

Shareholders who wish to attend the physical meeting in person shall have the registration revoked in the same manner as for registration two days prior to the scheduled date of the meeting for shareholders who have registered to attend the meeting in person in accordance with Article 6. In case of late revocation, the shareholder may attend the meeting by video conference only.

A shareholder who has voted in writing or electronically without revoking his or her declaration of intent and participates in the meeting by teleconference may not vote on the original agenda or propose amendments to or amendments to the original motion except for extempore motions. .

XV. The election of Directors and Independent Directors at a shareholders' meeting shall be held in accordance with the Regulations Governing the Election of Directors and Independent Directors established by the Company, and the results of the election shall be announced

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on-site immediately, including the names of those elected as Directors and Independent Directors and the numbers of votes with which they were elected.

The ballots for the aforementioned elections shall be sealed and signed by the scrutineers and

kept in a safe place for at least one year. However, if a lawsuit is filed by the shareholder in accordance with Article 189 of the Company Act, such lawsuit shall be retained until the lawsuit is concluded.

• XVI. All resolutions reached at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairman, and shall be distributed to all shareholders within 20 days after the meeting. The preparation and distribution of the meeting minutes may be effected by electronic means.

• The Company may distribute the minutes of meeting referred to above by entering it into the Market Observation Post System for public announcement.

• The meeting minutes shall accurately record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the proceedings and the voting results (including the number of votes). In the case of election of directors and supervisors, the number of votes received by each candidate shall be disclosed. They shall be retained in perpetuity throughout the duration of the Company.

• If a shareholders' meeting is convened by video conference, the minutes of the meeting shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and the minutes of the meeting, and the manner and circumstances under which the video conference platform or video participation may be obstructed due to natural disasters, events or other force majeure circumstances.

• The Company's convening of a shareholders’ meeting by video conference shall be conducted in accordance with the provisions referred to above, and the meeting minutes shall specify the alternative measures offered to shareholders who are in difficulty to participate in the shareholders’ meeting by video conference.

• XVII. The Company shall, on the day of the shareholders' meeting, prepare a statistical table in the prescribed format for the number of shares represented by proxies, and present at the shareholders' meeting venue Specific disclosures.

• If the shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the shareholders' meeting video conference platform at least 30 minutes before the commencement of the meeting, and shall continue to disclose the information until the end of the meeting.

• The Company holds a video conference of the shareholders' meeting. When announcing the meeting, the total number of shares issued by the attending shareholders shall be disclosed

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on the video conference platform. The same shall apply to the statistics of the total number of shares and the voting rights of the shareholders attending the meeting.

If matters resolved in a shareholders' meeting constitute material information under

applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the Market Observation Post System within the prescribed time period.

• XVIII. Administrative personnel of the Shareholders' Meeting shall wear ID badges or arm badges.

The chairperson may direct the marshals or security personnel to assist in maintaining order at the venue of the meeting. The pickets or security personnel shall wear armbands with the word "Picket" or ID badge when assisting in the maintenance of order.

Where the meeting place is equipped with sound amplification equipment, the Chairman may stop the speech by a shareholder not using the equipment provided by the Company.

If a shareholder violates the rules of procedure by not obeying the corrections made by the chairperson, and thereby obstructing the progress of the meeting, the chairperson may order the marshals or security guards to ask the holder to leave the meeting place.

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

If the meeting venue is no longer available for continued use before all items (including extraordinary motions) on the shareholders' meeting agenda are concluded, the shareholders' meeting may decide to continue the meeting at another venue.

The shareholders' meeting may, in accordance with Article 182 of the Company Act, adopt a resolution to postpone or resume the meeting within 5 days.

XX. If a shareholders' meeting is convened by video conference, the Company shall disclose the voting results of each proposal and the election result on the shareholders' meeting video conference platform as required by regulations immediately after the close of voting at least fifteen minutes.

XXI. When the Company convenes a shareholders’ meeting via video conference, the chairperson and the record-keeping personnel shall be in the same place in Taiwan. The chairperson shall announce the address of that place during the meeting.

XXII. If the shareholders' meeting is convened by video conference, the Company may provide the shareholders with a simple connection test before the meeting, and provide related services before and during the meeting to assist in the resolution of communication technical problems.

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If a shareholders' meeting is convened by video conference, the chairman shall, at the time of announcing the meeting, separately announce that, except for the circumstances specified in Article 44-24 of the Guidelines Governing the Handling of Stock Issuances by Public Companies that do not require the adjournment or continuation of the meeting, if, before the chairman announces the adjournment of the meeting, an obstacle to participation on the video conference platform or by video message occurs due to a natural disaster, an event or other force majeure that lasts for more than 30 minutes, the date of the meeting shall be adjourned or renewed within five days, and the provisions of Article 182 of the Company Act shall not apply.

In the event of the occurrence of the preceding paragraph, the meeting shall be postponed or continued.

For the meeting required to be adjourned or resumed in accordance with the provisions of Paragraph 2, shareholders who have registered to attend the original shareholders' meeting by video conference and have completed the registration report but have not participated in the adjourned or adjourned meeting, shall not attend the meeting. The voting rights shall be counted in the total number of shares, the number of voting rights, and the number of voting rights held in the meeting at the adjourned or continued meeting.

If the shareholders' meeting is adjourned or reconvened in accordance with the second paragraph, it is not necessary to discuss and resolve again the motions for which voting and counting have been completed and the voting results or the list of directors elected have been announced.

In the event of a meeting held by the Company that is assisted by video convening and the teleconference cannot be continued as described in Paragraph 2, if the total number of shares attending the meeting still reaches the legal quorum for the meeting after deducting the number of shares attending the meeting via videoconference, the meeting shall continue. It is not necessary to postpone or continue the meeting pursuant to the provisions of Paragraph 2.

In the event of the occurrence of the preceding paragraph that should be proceeded to the meeting, for shareholders who participate in the shareholders' meeting by video conference, the number of shares attending the meeting shall be counted in the total number of shares of the attending shareholders, but it shall be deemed as abstention from voting on all motions proposed at the said shareholders' meeting.

If the Company adjourns or renews a meeting in accordance with the second paragraph, the Company shall comply with the provisions set forth in Article 44, Paragraph 27 of the Guidelines Governing the Handling of Stock Issued to Public Companies, and shall complete the relevant preliminaries in accordance with the date of the original shareholders'

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meeting and the provisions of each such Article.

The latter paragraph of Article 12 and Paragraph 3 of Article 13-3 of the Rules Governing the Attendance of Shareholders' Meetings in Appointment of Shareholders' Meetings by Public Companies, Paragraph 2, Article 44-5 and Article 44-15 of the Regulations Governing the Administration of Shareholder Services of Public Companies During the period specified in Paragraph 1 of Article 44-17, the Company shall postpone or resume the date of the shareholders' meeting in accordance with the provisions of Paragraph 2.

• XXIII. The Company shall provide suitable alternatives for shareholders who have difficulty attending the meeting by video conference . In addition to the requirements specified in Article 44-9 of the Regulations Governing Share Affairs for Public Share Companies, the Company shall at least provide shareholders with connection equipment and assistance as necessary, and specify the period during which shareholders may apply to the company and other related matters to be aware of.

• XXIV. These Rules shall come into effect after being approved by the Shareholders' Meeting, and any amendments thereto shall be effected in the same manner.

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Appendix III. Procedures for Election of Directors

Ji-Haw Industrial, Co., Ltd.

Procedures for Election of Directors

2022.03.29 passed by the Board of Directors

• I. The election of directors of the Company shall be conducted in accordance with these Regulations unless otherwise provided by law or the Articles of Incorporation.

• II. The election of directors of the company shall be by single registered cumulative election. Each share shall have the same number of votes as the number of directors to be elected, one person may be elected collectively or several persons may be elected separately.

• II.I The composition of the board of directors shall consider diversity and formulate an appropriate diversity policy for its own operation, operation style and development needs,

  1. Basic requirements and values: Gender, age, nationality, and culture.

  2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industrial experience, etc. Members of the board of directors shall generally possess the knowledge, skills and qualities necessary to perform their duties, and their overall abilities shall be as follows:

  3. Ability to make operational judgments

  4. Ability of accounting and financial analysis.

  5. Ability to conduct management administration

  6. Ability to conduct crisis management

  7. Industrial knowledge.

  8. An international market perspective

  9. Leadership.

  10. Decision-making ability.

• The board of directors of the Company shall consider adjusting the composition of the board of directors based on the results of the performance evaluation.

• III. The board of directors shall prepare electoral votes equal to the number of directors to be elected, add their weights, and distribute them to the shareholders attending the shareholders' meeting. The registered names of the electors may be replaced by the number of the certificate printed on the electoral votes.

• IV. The directors of the Company shall, in accordance with the number of directors stipulated in the Articles of Association of the Company, be elected successively by the persons with more voting rights represented by the electoral votes obtained. If more than two persons have the same number of voting rights and exceed the number of voting rights prescribed, they shall be decided by drawing by the same number of voting rights.

• V. Before the commencement of the election, the President shall appoint a number of vote supervisors and a number of vote counters to perform the relevant duties. The vote supervisors shall have the status of shareholders. The ballot box shall be prepared by the board of directors and inspected by the vote supervisor in public before voting.

• VI. In the election of directors, independent directors and non-independent directors shall be elected together, and the number of elected directors shall be calculated respectively. Those with more voting rights shall be elected as independent directors and non-independent directors.

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• VII. The directors shall comprise more than half of the seats and shall not have any of the following relationships:

• Spouse

• Relatives within the second degree of consanguinity.

• VIII. Electoral votes shall be invalid under any of the following circumstances:

• Those who do not use the ballot as prescribed in these Measures.

• Put a blank ballot into the ballot box.

• The handwriting is illegible or altered.

• If the elector is a shareholder, his/her account name and shareholder account number do not match the shareholder name book; If the elector is a non-shareholder, his name and ID document number are inconsistent after verification.

• Write other words in addition to the account name (name) or shareholder account number (ID document number) of the elector and the allocation of election rights.

• The name of the elector is the same as that of other shareholders but the shareholder account number or ID document number is not provided to identify the elector.

• IX. After the voting is completed, the voting result shall be announced by the chairman on the spot to elect the list of directors (including independent directors). The ballots for the aforementioned elections shall be sealed and signed by the scrutineers and kept in a safe place for at least one year. However, if a lawsuit is filed by the shareholder in accordance with Article 189 of the Company Act, such lawsuit shall be retained until the lawsuit is concluded.

• X. Shareholders may choose to exercise their right to vote by electronic or on-site voting, and the exercise method shall be handled in accordance with the Company Law and the provisions of the competent authority. Shareholders who exercise their voting rights by electronic voting shall exercise their voting rights on the electronic voting platform designated by the company in accordance with the Company Law, the Securities Exchange Law and the stock affairs handling standards of publicly issued companies.

• XI. These Measures shall come into force after the resolution of the shareholders' meeting is adopted, and the same shall be true when amended.

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Appendix IV. Shareholding of Directors

Ji-Haw Industrial, Co., Ltd.

Shareholding of Directors

1. The Company’s paid-in capital is NT$1,127,192,510 and has issued a total of 112,719,251 shares. In accordance with Article 26 of the Securities and Exchange Act, the minimum number of shares required to be held by all directors is 8,000,000.

2. As of the book closure date (May 1, 2023) of this general meeting of shareholders, the number of shares held by individual directors and all directors and supervisors recorded in the shareholders’ register are in line with the statutory percentage, as follows:

Unit: number of shares

							Unit: number of shares	Unit: number of shares	Unit: number of shares
Title	Name	Date of election	Term of office	Shareholding when elected			Shareholding as of the book closure date
				Type	No. of shares	Shareholding ratio	Type	No. of shares	Shareholding ratio
Chairman	Lin Wen-Hwang	June 20, 2022	3 years	Common shares	5,852,901	5.19%	Common shares	3,261,901	2.89%
Independent director	Yeh Chi-Nan	June 20, 2022	3 years	Common shares	0	0%	Common shares	0	0%
Independent director	E Hsin-Chuan	June 20, 2022	3 years	Common shares	0	0%	Common shares	0	0%
Independent director	Wang Wei-Chi	June 20, 2022	3 years	Common shares	0	0%	Common shares	0	0%
Total number and ratio of shareholding by directors					5,852,901	5.19%		3,261,901	2.89%

• Note: Pursuant to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, if two or more independent directors have been elected under paragraph 2, the quantity of shares held by all directors and supervisors other than the independent directors shall be reduced to 80% of the above ratio.

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