JiaWei - AGM Information 2025 | FinancialReports.eu

Stock Code: 3557

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Jia Wei Lifestyle, Inc.

2025 Annual Meeting of Shareholders

Handbook

Time: 9 a.m., Monday, May 26, 2025

Venue: Cai-Feng Hall, 4F, SILKS PLACE Tainan, No. 1, Heyi Rd., West Central Dist., Tainan City

Convening Method: Physical Shareholders' Meeting

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Jia Wei Lifestyle, Inc.

Handbook of 2025 Annual Meeting of Shareholders Table of Content

Meeting Procedure and Agenda ………………………………………………………………………………………………………1

Management Presentations I. 2024 Business Report…………………………………………………………………………………………………………………2 II. Report on Audit Committee's Review and Communication with Internal Audit Director…………….2 III. Report on Distribution of Remuneration for Employees and Directors of 2024………………..…………2 IV. Report on Directors’ Remuneration of 2024……………………………………………………………………..…….…2 V. Other Management Presentations…………………………………………..………………………………………..…….…3 Proposals I. Proposal for 2024 Business Report and Financial Statements…………………………………………………….5 II. Proposal for 2024 Earnings Distribution…………………………………………………………………………………….5 Discussions I. Amendment of the “Articles of Incorporation”......................................................……………………6 II. Amendment of the "Endorsement and Guarantee Management Regulations"………………………….6 III. Issuance of new shares through capitalization of retained earnings.……..……….……..…………6 Election I. Proposal for Re-election of Directors……………………………..……………………………….………………………….7 Other Proposals I. Proposal for the Removal of the Non-Compete Clause for Newly Elected Directors and Their Proxies………………………………………………………………………………………………………………………………………8 Questions and Motions …………………………………………………………………………………………………………………….8 Attachments I. 2024 Business Report………………………………………………………………………………………………………………10 II. 2024 Financial Statements…………………………………………………………………………………………………13 III. Report on Audit Committee's Review and Communication with Internal Audit Director…….…….34 IV. Information on Remuneration for Employees andDirectors……………..………………..…………………..36 V. Information on Individual Director Remuneration…………………………………..…………………………...….37 VI. 2024 Significant Related-Party Transactions…………………………………..…………………………..….39 VII. Table for 2024 Earnings Distribution……………………………………………………………………………………..41 VIII. Comparison Table on Amendment of the “Articles of Incorporation”……………………..…………….42 IX. Comparison Table on Amendment of the "Endorsement and Guarantee Management Regulations"………………………………………………………………………………….………………………………….43 X. Candidates List for the 9th Term Directors and Independent Directors……………………..……………….44 XI. Concurrent Posts of the 9th Term Directors and Independent Directors………………….……………….46 Appendices I. Rules of Procedure for Shareholders' Meeting………………………………………………………………………….50 II. Articles of Incorporation………………………………………………………………………………………………………….58 III. Rules Governing the Election of Directors…………………………………………………………………………….….64 IV. Shareholding of Directors……………………………………………………………………………………………………….67

Jia Wei Lifestyle, Inc. Procedures and Agenda for the 2025 Annual Meeting of Shareholders

Time: 9 a.m., Monday, May 26, 2025

Venue: Cai-Feng Hall, 4F, SILKS PLACE Tainan, No. 1, Heyi Rd., West Central Dist., Tainan City

Convening Method: Physical Shareholders' Meeting

I. Call the Meeting to Order

II. Chairperson Takes Chair
III. Chairperson Remarks
IV. Management Presentations
(I) 2024 Business Report
(II) Report on Audit Committee's Review and Communication with Internal Audit Director

(III) Report on Distribution of Remuneration for Employees and Directors of 2024

(IV) Report on Directors’ Remuneration of 2024
(V) Other Management Presentations

V. Proposals

(I) Proposal for 2024 Business Report and Financial Statements

(II) Proposal for 2024 Earnings Distribution

VI. Discussions

(I) Amendment of the “Articles of Incorporation”

(II) Amendment of the "Endorsement and Guarantee Management Regulations"

(III) Proposal of Issuance of New Shares via Capitalization of Retained Earnings

VII. Election

(I) Proposal for Re-election of Directors

VIII. Other Proposals

(I) Proposal for the Removal of the Non-Compete Clause for Newly Elected Directors and Their Proxies

IX. Questions and Motions

X. Adjournment

Management Presentations

I. 2024 Business Report (Please refer to pages 10 to 12, Attachment I of the Handbook).
II. Submit report on Audit Committee's review and communication with internal audit director for deliberation.
(1) The Company's 2024 Financial Statements have been reviewed by the Audit Committee and approved by the Board of Director. We hereby entrust independent auditors CPA Calvin Chen and CPA Jemmy Yao of EY Taiwan to audit and certify the report, and issue a written audit report in accordance with Company Act and Securities and Exchange Act.
(2) Audit Committee's Review Report (Please refer to page 34, Attachment III of the Handbook).
(3) Report on Audit Committee's review and communication with internal audit director. (Please refer to page 35, Attachment III of the Handbook).
III. Report on Distribution of Remuneration for Employees and Directors of 2024:
The distribution of remuneration of employees and Directors of the Company for 2024 was approved by the Remuneration Committee, Audit Committee and Board of Directors on March 12, 2025. According to Ernst & Young’s audit, the profit before tax after the distribution of remuneration of employees and Directors was NT$753,161,875. 4% was allocated for employees at NT$30,126,474, and 4% was allocated for Directors at NT$30,126,474 in cash (please refer to page 36 of Attachment IV of the Handbook).
IV. Report on Directors’ Remuneration of 2024

The Company’s policy, system, standard, and structure of remuneration to Independent Directors, and the correlation between duties, risk, and time input with the amount of remuneration:

(1) The Company’s policy, system, standard, and structure of remuneration:
A. According to Articles of Incorporation: The Company shall pay remuneration to the Directors provided they have performed their duties, regardless of the Company's profit and loss, and their remuneration shall be determined depending on their participation in the Company's operation and their distribution values, and shall not be higher than the highest salary standard of the same industry. Additionally, if there is any profit in the year (i.e. profit before tax before deduction of remuneration allocated to employees and Directors), Jia Wei shall allocate no higher than 5% of the profit as Directors' remuneration.
B. Independent Directors and Directors who do not concurrently serve as managers: They receive fixed compensation on a monthly basis, regardless of the Company's operating profit or loss, and are not involved in the distribution of Director remuneration.
C. Directors who concurrently serve as managers: According to the " Managers Remuneration Management Measures" of the Company, remuneration includes salary, bonuses, and employee benefits. Salaries are determined based on the individual's education and experience, professional capabilities, responsibilities, level of involvement in the Company’s operations, and contributions, in accordance with the Company's salary range for respective positions and levels. Additionally, in accordance with the company's

Articles of Incorporation, if the Company generates profits in a fiscal year, a minimum of 3% will be allocated for employee benefits. Bonuses and employee benefits for managers are determined based on individual performance achievements, and the basis for remuneration distribution calculations includes financial indicators (such as revenue achievement, gross profit contribution, cost reduction rate, development of environmentally friendly products, and new market expansion) and non-financial indicators (implementation of sustainable corporate responsibility projects, talent development, employee retention plans, quality and risk management, compliance of the law, etc.).

     - D. The remuneration for Directors and managers undergoes careful evaluation and is subject to review by the Remuneration Committee and approval by the Board of Directors.

(2) Correlation between operational performance and future risks:

 - A. The aforementioned remuneration takes into full consideration the Directors' professional capabilities, level of involvement in operations, responsibilities, as well as the Company's operational objectives and financial condition.

 - B. The Company makes significant operational decisions after weighing various risk factors. The performance of these decisions is reflected in the profitability, thereby influencing the remuneration of Directors and managers.

(3) The individual breakdown of remuneration for Directors. (Please refer to pages 37 to 38, Attachment V of the Handbook).
VI. Other Management Presentations:
- (1) According to Articles of Incorporation, authorizing the Board of Directors to distribute cash dividends at the end of each fiscal year. The Board of Directors resolved cash dividends NT$2.5 and stock dividends NT$0.5 (After the approval of annual meeting of shareholders and the competent authority), totally NT$3.0 per share for the fiscal year of 2024.

Unit: NT$

Year	Board of Directors Meeting	Dividendper share	Dividendper share	Total Amount
2024	March 12, 2025	cash	2.5	200,751,037
		stock	0.5	40,150,200
Total			3.0	240,901,237

(2) With the exception of proposals passed in the 20[th] meeting of the 8th term of Board of Directors on Jan. 15, 2025 and the 21[st] meeting of the 8th term of Board of Directors on March 12, 2025 to nominate the candidates for Directors and Independent Director, the Company did not receive any nomination for Directors and Independent Director or any proposal from shareholders from March 23, 2025 to April 1, 2025.
(3) Merger Report

A. In accordance with Article 7, Paragraph 2 of the Business Mergers and Acquisitions Act, if a company resolves to proceed with a merger under Article 19, Paragraph 1 of the same Act without requiring a resolution at the shareholders' meeting or notifying shareholders, it

must report the merger at the next shareholders' meeting.

B. To reduce administrative and management costs, the Company’s wholly-owned subsidiary, Golden Star Ocean Ltd., has merged with Tzeng Shyng Industries Corp., with Golden Star Ocean Ltd. as the surviving entity. Furthermore, on March 12, 2025, the Company’s Board of Directors approved the absorption-type merger of Golden Star Ocean Ltd., with the Company as the surviving entity and Golden Star Ocean Ltd. as the dissolved entity. After the merger, the surviving company will continue to operate under the name "Jia Wei Life Co., Ltd." (hereinafter referred to as "the Merger"). This Merger constitutes an internal reorganization within the Group and does not involve any share exchange ratios, cash distributions, or other asset allocations to shareholders.

C. The Merger has been executed in accordance with the Board resolution, with the effective merger date set for April 30, 2025.

(4) In accordance with the Company's "Group Enterprise and Related Party Transaction Management Regulations," the related party transactions for the year 2024 are as follows: A. Actual transaction amounts and terms (please refer to Page 39, Attachment VI of the Handbook).

B. Compliance with the pricing principles approved by the Board of Directors and adherence to the approved annual transaction amount limit: Yes. Additionally, transactions between the Company and its wholly-owned (direct or indirect) subsidiaries are not subject to Board approval for transaction pricing and amount limits.

Proposals

Proposal 1 Proposed by the Board

Cause: Submit the Proposal for 2024 Business Report and Financial Statements for deliberation. Explanation:

I. The Company's 2023 Business Report and Financial Statements have been reviewed by the Audit Committee and approved by the Board, and the Parent Company Only Financial Statements and Consolidated Financial Statements audited by independent auditors, CPA Calvin Chen and CPA Jemmy Yao of EY Taiwan, accompanied by the audit report with unqualified opinions.
II. The aforementioned Business Report, Parent Company Only Financial Statement, Consolidated Financial Statement and Audit Committee's Review Report (Please refer to Attachments I to III on pages 10 to 35 of the Handbook).
III. Submitted for proposal.

Resolutions:

Proposal 2 Proposed by the Board

Cause: Ratification of the 2024 Earnings Distribution Proposal. Explanation:

I. The Company's 2024 Earnings Distribution Proposal was passed in resolutions of the Audit Committee and the meeting of the Board of Directors (Please refer to page 41, Attachment VII of the Handbook).
II. Submitted for proposal.

Resolutions:

Discussions

Proposal 1 Proposed by the Board

Cause: Amendment of the “Articles of Incorporation”

Explanation:

I. In accordance with regulatory requirements and operational needs, the Company proposes to amend certain provisions of the Articles of Incorporation. A comparison table of the revised provisions is attached for reference (please refer to Page 42, Attachment VIII of the Handbook). II. Submitted for proposal.

Resolutions:

Proposal 2 Proposed by the Board

Cause: Amendment of the "Endorsement and Guarantee Management Regulations" Explanation:

I.In accordance with operational requirements, certain provisions have been revised. A comparison table of the amendments is attached for reference (please refer to Page 43, Attachment IX of the Handbook).

II. Submitted for proposal.

Resolutions:

Proposal 3 Proposed by the Board

Cause: Issuance of new shares through capitalization of retained earnings Explanation:

I.To strengthen the Company’s capital structure, it is proposed to allocate NT$40,150,200 from the distributable earnings of 2024 for a capital increase by issuing 4,015,020 registered common shares at a par value of NT$10 per share.

II. The stock dividend distribution will be based on shareholders' holdings as recorded on the shareholder register on the ex-rights date, with 50 shares distributed per 1,000 shares held. For fractional shares that are less than one full share, shareholders may, within five days from the book closure date, arrange to combine their fractional shares into full shares through the Company’s stock transfer agent. Any remaining fractional shares that are not combined will be distributed in cash in accordance with Article 240 of the Company Act (rounded to the nearest whole NT dollar). Any undistributed shares will be subscribed at par value by designated parties as authorized by the Chairman.

III. Upon approval by the Shareholders’ Meeting and regulatory authorities, the Board of Directors shall be authorized to determine the ex-rights date and proceed with the distribution. In the event of any capital changes before the issuance, the Board shall be authorized to adjust the stock distribution ratio accordingly, based on the total outstanding shares as of the ex-rights date.

IV. The newly issued shares from this capital increase will carry the same rights and obligations as the existing shares.

V. Submitted for proposal.

Resolutions:

Election

Proposal 1 Proposed by the Board

Cause: Proposal for Re-election of Directors. Explanation:

I. The term of the Company's 8th Board of Directors will expire on May 30, 2025. Therefore, in accordance with relevant laws and the Company’s Articles of Incorporation, a full re-election is proposed. The 9th Board of Directors will consist of 7 seats (including 3 Independent Directors). The newly elected Directors will assume office on the date of the shareholders' meeting and serve a term from May 26, 2025, to May 25, 2028, for a total duration of 3 years.

II. Furthermore, in accordance with Article 192-1 of the Company Law and Article 13 of the Company's Articles of Incorporation, the Company adopts the candidate nomination system for election of the Directors and Independent Directors. Upon the announcement of the nomination period for Directors and Independent Director candidates and the number of positions available, as legally stipulated, except for the list of candidates for Directors and Independent Director proposed by the Company's Board of Directors, no other shareholders have nominated candidates for Directors and Independent Directors.

III. List of candidates for Directors and Independent Directors. (Please refer to pages 44-45, Attachment X of the Handbook).

IV. Submitted for election.

Election result:

Other Proposals

Proposal 1 Proposed by the Board

Cause: Proposal for the Removal of Non-Compete Clause for Newly Elected Directors and Their Proxies Explanation:

I. Handled pursuant to Article 209 of the Company Act, a Director who does anything for himself/herself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
II. If the Company's Directors and their representatives also invest in and act as the Directors of other companies that have the same or similar business scope as the Company, they shall submit this matter to the Shareholders' Meeting for approval according to the law. The prohibitions on Directors and their representatives from participating in competitive business shall be released upon their appointment as Directors or managers of other companies.
III. Concurrent Posts of the 9th-Term Directors and Independent Directors (Please refer to pages
46-48, Attachment XI of the Handbook).
IV. Submitted for discussion.

Resolutions:

Questions and Motions

Adjournment

Attachments

Attachment I

Jia Wei Lifestyle, Inc.

2024 Business Report

Business Results of the Previous Year

Business Plan Implementation Results and Budget Execution:

In 2024, despite disparities in economic and inflationary trends driven by differences in economic and financial structures, the overall global economy remained resilient. In our major market of the United States, inflation slowed, initiating an interest rate cut cycle. Additionally, the labor market did not decline as expected, easing labor market pressures. As a result, the economic environment remained stable, driving increased consumer spending.Under these favorable conditions, Jia Wei saw a recovery in the U.S. consumer market, with consolidated annual revenue reaching NT$5.725 billion, a 20.46% year-on-year increase, setting a record for the highest revenue in the Company’s history.

Financial Income and Expenditure: Unit: NT$ thousand

Item	Year	2024	2023	Amount of increase/decrease	Percentage of change (%)
Financial revenue and expenditure	Net operating revenue	5,724,758	4,752,422	972,336	20.46
	Gross operating profits	2,124,439	1,835,452	288,987	15.74
	Net income before tax	703,539	502,048	201,491	40.13
	Net income	549,636	386,413	163,223	42.24
	Total comprehensive income for theperiod	634,530	363,889	270,641	74.37

Profitability:

Profitability:
Item	Year	2024	2023
Profitability	Gross profit margin (%)	37.11	38.62
	Operating profit margin (%)	12.82	10.78
	Return on equity (%)	21.50	16.25
	Ratio of pretax income to paid-up capital (%)	87.61	62.52
	Net profit margin (%)	9.60	8.13
	Earnings per share (NT$)	6.84	4.81

Financial revenue and expenditure analysis and explanation of reason for profitability changes:

In 2024, our main market, the United States, experienced a slowdown in inflation and a stable labor market, which drove consumption and economic expansion, resulting in a recovery in the consumer market. Thanks to the efforts of the management team, Jia Wei saw growth in both operations and profitability throughout the year.

Research and Development: Unit: NT$ thousand

Research and Development:			Unit: NT$ thousand
Item	2024	2023	In 2024, the Company continued to design trendy and aesthetically-pleasing houseware products by launching a variety of functional, fun and ingenious brand kitc hen ware , a n d by de ve lo p ing environmentally friendly raw materials and products that combine different materials to maintain its leading position as the
Research and development expenses	143,941	139,763
Turnover	5,724,758	4,752,422
Ratio of R&D expenses to operating revenue (%)	2.51%	2.94%
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Summary of Business Plan of This Year

Business Strategy:

With the transformation of the global economy, the manufacture-centered economy is moving towards service economy, knowledge economy, creative economy, and eventually experience economy. The competitive edge of an industry does not depend solely on land, capital or labor, but the integration of knowledge, creativity, culture and character. Design is about more than design but something that connects life and culture, and the imagination about the relationship between design and life has also become more complex and diversified, contributing to changes in the "meaning of life and the value of consumption."

The houseware product industry is deeply intertwined with the population and economy, as well as a reflection of culture. We aim to enhance the quality of houseware products that bring positive experience in terms of sight and touch, while combining an elegant home environment with a refined taste that encourages a lifestyle centered on enjoyment.

As for our outlook for 2025, faced with uncertainties regarding the new U.S. government's tariff and fiscal policies, Jia Wei will begin mass production at its new facility in Vietnam this year. By diversifying its production bases and enhancing its flexible, robust shipping capabilities, the Company aims to mitigate tariff-related operational risks. With the added production capacity from the Vietnam plant, Jia Wei will not only continue to serve the U.S. market but will also actively expand into the European, Japanese, and South Korean markets, strengthening its global business footprint.

Furthermore, Jia Wei will continue to actively engage in customer operational transformations. In addition to offering high-quality products, the Company is involved in customer online platform sales and has established a warehousing system in Houston, Texas, to provide domestic distribution services within the U.S. This shift from traditional business partnerships to strategic alliances will help continuously improve service quality and increase customer loyalty.

The Company will also focus on advancing our sustainable material technologies and research and development, leading the industry with its manufacturing process of R-PET decorative decals. This allows exceptional design aesthetics to be fully realized in eco-friendly material products, meeting market and customer demands. The usage of R-PET is growing year by year, becoming a new

mainstream in the market. In summary, despite the ever-changing global environment, Jia Wei remains committed to sustaining its growth momentum, driving operational growth for both its customers and itself, while practicing sustainable business operations.

Expected Sales Volume and Basis:

The sales volume is based on the market demand and the orders the Company receives.

Significant production and sales policies:

The Company shall integrate operations, production and sales information and systems to meet the requirements for global multi-site business operations in the future, optimize the operation foundation, and consolidate strength for medium and long-term development.

The company's future development strategy, and the effect of external competition, the legal environment, and the overall business environment.

The Company shall collect and pay attention to relevant information on changes in the external competitive environment, regulatory environment and overall operating environment at all times, and quickly develop necessary response measures to meet the Company's operational development needs.

In the future, all employees of the Company will continue to be diligent and conscientious while striving to enhance the Company’s competitiveness.

We aim to become an enterprise with sustainable operations and reward our shareholders with more profits.

Thank you again for your continuous support for the Company throughout the year!

Chairman: Jacky Huang Manager: David Wu Chief Accountant: Kelly Ko

Attachment II

Independent Auditors’ Report

To Jia Wei Lifestyle, Inc.

Opinion

We have audited the accompanying consolidated balance sheets of Jia Wei Lifestyle, Inc. (the “Company”) and its subsidiaries as of 31 December 2024 and 2023, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2024 and 2023, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of 31 December 2024 and 2023, and their consolidated financial performance and cash flows for the years ended 31 December 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of 2024 consolidated financial statements. 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.

1. Revenue Recognition

The main source of revenue for the Company and its subsidiaries is the sale of household goods and recognized by the Company amounted to $5,724,758 thousand. Since the products are mainly for overseas companies and shipped by sea, the income is recognized when the ownership and control of the promised goods are transferred to the customer and the performance obligation is fulfilled., we therefore considered this a key audit matter.

Our audit procedures included (but were not limited to), understanding and testing the effectiveness of internal control in the sales cycle at the time of revenue recognition, selecting samples (including the newly added top ten customers in this period) to perform test of control, selecting samples to perform test of details, such as check sales orders, finished product delivery orders, sales invoices, export declarations and subsequent payments, etc., including checking whether the sales was appropriately recognized and the recipient of the payment is the same company, performing cut-off tests before and after the balance sheet date, performing analytical procedures on monthly sales revenue and gross profit margin. We also considered the appropriateness of disclosures of operating revenues in Notes 4.(18) and 6.(14) to the consolidated financial statements.

2. Loss allowance for accounts receivable

As of 31 December 2024, the Company and its subsidiaries’ accounts receivable and loss allowance amounted to $1,085,753 thousand and $55,351 thousand, respectively. The net accounts receivable accounted for 17% of the total assets. Since the amount of allowance for receivables is measured by the lifetime expected credit loss, the measurement process must appropriately group the accounts receivable and determine the use of relevant assumptions in the analytical and measurement procedures, including the appropriate accounting aging schedule and the loss rate of each accounting aging interval. The measurement of expected credit losses involved judgment, analysis and estimation, while the measurement results would affect the net amount of accounts receivable, we therefore considered this a key audit matter.

Our audit procedures included (but not limited to) analyzing the appropriateness of the grouping method of accounts receivable; understanding the appropriateness of the management’s provision of allowances for bad debts; testing the provision matrix the Company and its subsidiaries adopted, including assessing whether the aging interval is reasonably determined; testing the statistical information related to the average loss rate based on the monthly roll rate, and assessing its reasonableness; selecting samples to perform test the correctness of the aging; selecting samples to check the collection situation after the period of accounts receivable and assessing the recoverability. We also considered the appropriateness of the disclosure of the expected credit impairment loss of accounts receivable in Notes 4.(8), 5.(3) and 6.(15) of the consolidated financial statements.

3. Impairment Loss for Intangible Assets (Including Goodwill)

The Company and its subsidiaries’ goodwill amounted to $845,283 thousand as of 31 December 2024, as a result of goodwill arising from the acquisition. The goodwill accounted for 14% of the total assets, and the impairment assessment is based on management’s assessment and involves assumptions such as accounting estimates. Therefore, we considered this a key audit matter.

Our audit procedures included (but not limited to), evaluating the management’s assessment approaches and assumptions of value in use; involving internal expert to assist us in evaluating the reasonableness of key assumptions used by management such as discount rates, involving internal expert to assist us in evaluating the reasonableness of key components of discount rates such as cost of equity, company-specific risk premium and market risk premium by comparing them to other companies of similar size with the cash-generating units; interviewing management and assessing the reasonableness of assumptions used in their model such as gross margin, growth rates, and the expected future market and economic conditions; comparing the actual financials to date with previously forecast financials and analyzing the Company’s historical data and performance to assess the reasonableness of the cash flow forecast. We also considered the appropriateness of the impairment assessment of goodwill in Notes 4.(16), 5.(4) and 6.(22) of the consolidated financial statements.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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 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 2024 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Others

We have audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended 31 December 2024 and 2023.

Yao, Shih-Chieh

Chen, Cheng-Chu

Ernst & Young, Taiwan

12 March 2025

Notice to Readers

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

Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English translation of Consolidated Financial Statements Originally issued in Chinese

JIA WEI LIFESTYLE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars)

Assets	Notes	31 December	2024	31 December	2023	Liabilities and Equity	Notes	31 December	2024	31 December 2023	31 December 2023
		Amount	％	Amount	％			Amount	％	Amount	％
Current assets Cash and cash equivalents Accounts receivable, net Other receivables Inventories Prepayments Other financial assets, current Total current assets Non-current assets Property, plant and equipment Right-of-use assets Intangible assets Deferred tax assets Prepayment for equipment Refundable deposits Other non-current assets Total non-current assets Total assets	4,6(1),12 4,6(2),12 4,12 4,6(3) 4,6(4) 8,12 4,6(5),8 4,6(16),7,8 4,6(6),6(21) 4,6(20) 12	$371,600 1,030,402 30,165 1,146,234 98,943 -	6 17 1 19 2 -	$523,635 955,016 14,333 885,986 79,798 42,100	10 19 0 18 2 1	Current liabilities Short-term loans Short-term notes payable Contract liabilities, current Accounts payable Other payables Current tax liabilities Provisions Lease liabilities-Current Lease liabilities-related parties, current Current portion of long-term loans Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Lease liabilities, non current Lease liabilities-related parties, non current Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Unappropriated Earnings Total retained earnings Other equity Total equity Total liabilities and equity	6(7),12 6(8),12 4,6(14),12 12 6(10) 4,6(20) 4,6(12) 4,6(16),12 4,6(16),7,12 6(9),12 6(9),12 4,6(20) 4,6(16),12 4,6(16),7,12 6(13)	$1,290,529 79,987 36,750 242,392 352,622 128,130 83,181 30,508 2,674 32,076 27,319	22 1 1 4 6 2 1 1 0 1 0	$1,541,310 14,963 11,009 240,686 359,291 84,835 63,332 25,629 - 80,000 15,353	30 0 0 4 7 2 1 1 - 2 0
		2,677,344	45	2,500,868	50
		1,662,933 412,211 985,396 178,811 24,524 19,136 -	28 7 17 3 0 0 0	951,526 403,886 1,002,777 133,301 631 15,530 237	19 8 20 3 0 0 0
								2,306,168	39	2,436,408	47
								806,030 17,957 68,584 8,366	14 0 1 0	130,390 2,994 79,343 -	3 0 2 -
								900,937	15	212,727	5
		3,283,011	55	2,507,888	50			3,207,105	54	2,649,135	52
		$5,960,355	100	$5,008,756	100			803,004 682,138 241,844 13,061 941,370	14 11 4 0 16	803,004 682,138 203,202 - 684,338	16 14 4 - 14
								1,196,275	20	887,540	18
								71,833	1	(13,061)	(0)
								2,753,250	46	2,359,621	48
								$5,960,355	100	$5,008,756	100

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

English translation of Consolidated Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended 31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars, except for earnings per share)

Items	Notes	2024		2023	2023
		Amount	%	Amount	%
Operating Revenues Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment gains (losses) Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains and (losses) Finance costs Subtotal Income from continuing operations before income tax Income tax expense Profit from continuing operations Net inocme Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Income tax related to items that may be reclassified subsequently Total other comprehensive income (loss), net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Comprehensive income attributable to: Stockholders of the parent Non-controlling interests Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted	4,6(14),7 6(3),6(17) 6(17) 6(17) 6(17) 4,6(15) 6(18) 4,6(20) 4,6(19) 4,6(19) 4,6(21)	$5,724,758 (3,600,319)	100 (63)	$4,752,422 (2,916,970)	100 (61)
		2,124,439	37	1,835,452	39
		(862,015) (407,785) (143,941) 22,994	(15) (7) (2) 0	(787,096) (364,529) (139,763) (31,725)	(17) (8) (3) (1)
		(1,390,747)	(24)	(1,323,113)	(29)
		733,692	13	512,339	10
		5,231 12,238 34,974 (82,596)	0 0 1 (1)	4,614 13,775 28,248 (56,928)	0 0 1 (1)
		(30,153)	(0)	(10,291)	(0)
		703,539 (153,903)	13 (3)	502,048 (115,635)	10 (2)
		549,636	10	386,413	8
		549,636	10	386,413	8
		106,117 (21,223)	2 (1)	(28,156) 5,632	(1) 0
		84,894	1	(22,524)	(1)
		$634,530	11	$363,889	7
		$549,636 -	10 -	$386,413 -	8 -
		$549,636	10	$386,413	8
		$634,530 -	11 -	$363,889 -	7 -
		$634,530	11	$363,889	7
		$6.84		$4.81
		$6.81		$4.79

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

English translation of Consolidated Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended 31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars)

Items			Equity Attributable to the Parent Company	Equity Attributable to the Parent Company	Equity Attributable to the Parent Company			Total Equity
	Common Stock	Additional Paid- in Capital		Retained Earnings		Other Equity	Total
			Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations
Balance as of 1 January 2023 Legal reserve Cash dividends Net income for the year ended 31 December 2023 Other comprehensive income, net of tax for the year ended 31 December 2023 Total comprehensive income Balance as of 31 December 2023 Balance as of 1 January 2024 Legal reserve Special reserve Cash dividends Net income for the year ended 31 December 2024 Other comprehensive income, net of tax for the year ended 31 December 2024 Total comprehensive income Balance as of 31 December 2024	$803,004 - - - - - $803,004 $803,004 - - - - - - $803,004	$682,138 - - - - - $682,138 $682,138 - - - - - - $682,138	$179,454 23,748 - - - - $203,202 $203,202 38,642 - - - - - $241,844	- - - - - - - - - $13,061 - - - - $13,061	$723,175 (23,748) (401,502) 386,413 - 386,413 $684,338 $684,338 (38,642) (13,061) (240,901) 549,636 - 549,636 $941,370	$9,463 - - - (22,524) (22,524) ($13,061) ($13,061) - - - - 84,894 84,894 $71,833	$2,397,234 - (401,502) 386,413 (22,524) 363,889 $2,359,621 $2,359,621 - - (240,901) 549,636 84,894 634,530 $2,753,250	$2,397,234 - (401,502) 386,413 (22,524) 363,889 $2,359,621 $2,359,621 - - (240,901) 549,636 84,894 634,530 $2,753,250

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

English translation of Consolidated Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended 31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars)

Items		2024	2023
Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments : Depreciation Amortization Expected credit impairment (gains) losses Interest expense Interest income Loss on disposal of property, plant and equipment (Gain) loss on inventory valuation and obsolescence Profit from lease modification Transfers to operating expenses Changes in operating assets and liabilities: Accounts receivable Other receivables Inventories Prepayments Other current assets Contract liabilities Accounts payables Other payables Provisions Other current liabilities Cash generated from operations Interest received Income tax paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of property, plant and equipment Disposal of property, plant and equipment (Increase) in refundable deposits Acquisition of intangible assets Acquisition of right-of-use assets Decrease in Other financial assets Decrease (Increase) in other non-current assets (Increase) in prepayment for equipment Net cash (used in) investing activities Cash flows from financing activities: (Decrease) Increase in short-term loans Increase in short-term notes payable (Decrease) in short-term notes payable Increase in long-term loans Repayments of long-term loans Cash payments for the principal portion of the lease liability Cash dividends Interest paid Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year		$703,539 105,841 27,481 (22,994) 82,596 (5,231) 55 (24,815) (161) 1,077 (56,592) (15,909) (240,740) (19,145) - 25,741 1,706 (10,701) 19,849 11,966 583,563 5,308 (162,378) 426,493 (729,073) 120 (3,606) - - 42,100 237 (23,893) (714,115) (263,358) 670,760 (605,736) 747,716 (120,000) (30,944) (240,901) (78,564) 78,973 56,614 (152,035) 523,635 $371,600	$502,048 94,271 26,664 31,725 56,928 (4,614) 1,197 20,327 - - 25,022 24,919 193,416 (10,497) 353 (1,639) 119,076 9,093 15,755 1,773 1,105,817 4,645 (202,983) 907,479 (202,006) - (8,113) (36) (255,824) 89,701 (1) (631) (376,910) 208,997 300,516 (330,544) - (80,000) (25,748) (401,502) (53,868) (382,149) (16,284) 132,136 391,499 $523,635

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

Independent Auditors’ Report

To Jia Wei Lifestyle, Inc.

Opinion

We have audited the accompanying parent company only balance sheets of Jia Wei Lifestyle, Inc. (the “Company”) as of 31 December 2024 and 2023, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2024 and 2023, and notes to the parent company only financial statements, including the summary of material accounting policies (together “the parent company only financial statements”).

In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of 31 December 2024 and 2023, and their parent company only financial performance and cash flows for the years ended 31 December 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Revenue Recognition

The main source of revenue for the Company is the sale of household goods and recognized by the Company amounted to $5,588,488 thousand. Since the products are mainly for overseas companies and shipped by sea, the revenue is recognized when the ownership and control of the promised goods are transferred to the customer and the performance obligation is fulfilled, we therefore considered this a key audit matter.

Our audit procedures included (but were not limited to), understanding and testing the effectiveness of internal control in the sales cycle at the time of revenue recognition, selecting samples (including the newly added top ten customers in this period) to perform test of control , selecting samples to perform test of details, such as check sales orders, finished product delivery orders, sales invoices, export declarations and subsequent payments, etc., including checking whether the sales was appropriately recognized and the recipient of the payment is the same company, performing cut-off tests before and after the balance sheet date, performing analytical procedures on monthly sales revenue and gross profit margin. We also considered the appropriateness of disclosures of operating revenue in Notes 4.(17) and 6.(14) to the parent company only financial statements.

2. Loss allowance for accounts receivable

As of 31 December 2024, the Company’s accounts receivable and loss allowance amounted to $1,092,004 thousand and $12,485 thousand, respectively. The net accounts receivable accounted for 19% of the total assets. Since the amount of allowance for receivables is measured by the lifetime expected credit loss, the measurement process must appropriately group the accounts receivable and determine the use of relevant assumptions in the analytical and measurement procedures, including the appropriate accounting aging schedule and the loss rate of each aging interval. The measurement of expected credit losses involved judgment, analysis and estimation, while the measurement results would affect the net amount of accounts receivable, we therefore considered this a key audit matter.

Our audit procedures included (but not limited to) analyzing the appropriateness of the grouping method of accounts receivable; understanding the appropriateness of the management’s provision of allowances for bad debts; testing the provision matrix the Company adopted, including assessing whether the aging interval is reasonably determined; testing the statistical information related to the average loss rate based on the monthly roll rate, and assessing its reasonableness; selecting samples to perform test the correctness of the aging; selecting samples to check the collection situation after the period of accounts receivable and assessing the recoverability. We also considered the appropriateness of the disclosures of the expected credit impairment loss of accounts receivable in Notes 4.(7), 5.(2) and 6.(15) of the parent company only financial statements.

Impairment assessment of investments accounted for using equity method

As of 31 December 2024, the reinvestment amount was material and goodwill was generated with the reinvestment. While the amount was material using the equity method, impairment assessment was based on the assessment of management, which also involved accounting assumptions, we therefore considered this a key Audit matter.

Our audit procedures included (but not limited to), understanding and evaluating the rationality of the management’s basis and procedures for assessing the impairment of the asset, including analyzing the sales model and regions involved; evaluating the management’s assessment approaches and assumptions of value in use; involving internal expert to assist us in evaluating the reasonableness of key assumptions used by management such as discount rates , involving internal expert to assist us in evaluating the reasonableness of key components of discount rates such as cost of equity, company-specific risk premium and market risk premium by comparing them to other companies of similar size with the cash-generating units; interviewing management and assessing the reasonableness of assumptions used in their model such as gross margin, growth rates, and the expected future market and economic conditions; comparing the actual financials to date with previously forecast financials and analyzing the Company’s historical data and performance to assess the reasonableness of the cash flow forecast. We also considered the appropriateness of disclosures of investments accounted for using equity method in Notes 4.(11), 5.(3) and 6.(5) to the parent company only financial statements.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Yao,Shih-Chieh

Chen,Cheng-Chu

Ernst & Young, Taiwan

12 March 2025

Notice to Readers

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

Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management , Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of the parent company only Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE INC.

PARENT COMPANY ONLY BALANCE SHEETS

31 December 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Assets	Notes	31 December 2024	31 December 2024	31 December 2023	31 December 2023
		Amount	`％`	Amount	`％`
Current assets Cash and cash equivalents Accounts receivable, net Accounts receivable-related parties, net Other receivables Other receivables-related parties Inventories Prepayments Other financial assets, current Total current assets Non-current assets Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Deferred tax assets Refundable deposits Other non-current assets Total non-current assets Total assets	4,6(1),12 4,6(2),12 4,6(2),7 4,12 7,12 4,6(3) 4,6(4),7 8,12 4,6(5) 4,6(6) 4,6(16) 4,6(20) 12	$72,553 997,557 81,962 962 764,735 10,372 113,111 -	1 19 2 - 14 0 2 -	$424,003 867,224 84,652 10,325 581,319 8,273 72,812 42,100	9 17 2 0 11 0 2 1
		2,041,252	38	2,090,708	42
		2,911,638 31,467 26,479 141,897 4,059 -	57 1 1 3 - -	2,758,072 11,850 18,802 98,729 3,040 222	56 0 0 2 0 0
		3,115,540	62	2,890,715	58
		$5,156,792	100	$4,981,423	100

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

English Translation of the parent company only Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE INC.

PARENT COMPANY ONLY BALANCE SHEETS

31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars)

Liabilities and Equity	Notes	31 December 2024	31 December 2024	31 December 2023	31 December 2023
		Amount	`％`	Amount	`％`
Current liabilities Short-term loans Short-term notes payable Contract liabilities, current Accounts payable Accounts payable-related parties Other payables Current tax liabilities Lease liabilities, current Current portion of long-term loans Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Lease liabilities, non current Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity Total liabilities and equity	6(8),8 6(9) 4,6(14) 12 7,12 6(11),7,12 4,6(20) 4,6(16) 6(10) 6(10) 4,6(20) 4,6(16) 6(13)	$1,171,422 79,987 35,829 1,317 534,669 313,854 122,572 14,136 20,000 8,607	23 2 1 0 10 6 3 0 0 0	$1,299,632 14,963 10,178 2,174 719,828 241,720 84,815 8,267 80,000 16,162	26 0 0 0 14 5 2 0 2 0
		2,302,393	45	2,477,739	49
		70,390 17,957 12,802	2 0 0	130,390 2,994 10,679	3 0 0
		101,149	2	144,063	3
		2,403,542	47	2,621,802	52
		803,004 682,138 241,844 13,061 941,370	15 14 5 0 18	803,004 682,138 203,202 - 684,338	16 14 4 - 14
		1,196,275 71,833	23 1	887,540 (13,061)	18 (0)
		2,753,250	53	2,359,621	48
		$5,156,792	100	$4,981,423	100

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

English Translation of the parent company only Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended 31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars)

Item	Notes	2024		2023	2023
		Amount	`％`	Amount	`％`
Operating Revenue Operating costs Unrealized gross profit Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment (losses) Subtotal Operating income Non-operating income and expense Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates Subtotal Income from continuing operations before income tax Income tax expense Profit from continuing operations Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Income tax related to items that may be reclassified subsequently Total other comprehensive income (loss), net of tax Total comprehensive income Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted	4,6(14),7 4,6(3),7 4,6(17) 7 4,6(15) 4,6(18) 4,6(5) 4,6(20) 4,6(5),6(19) 6(21)	$5,588,488 (3,870,701) 2,347	100 (69) 0	$4,562,431 (3,165,193) 16,317	100 (69) 0
		1,720,134	31	1,413,555	31
		(509,687) (191,770) (43,862) (3,546)	(9) (3) (1) (0)	(477,703) (151,089) (55,199) (6,863)	(11) (3) (1) (0)
		(748,865)	(13)	(690,854)	(15)
		971,269	18	722,701	16
		5,007 6,562 8,119 (70,511) (227,537)	0 0 0 (1) (4)	4,544 8,590 30,051 (53,004) (221,510)	0 0 1 (1) (5)
		(278,360)	(5)	(231,329)	(5)
		692,909 (143,273)	13 (3)	491,372 (104,959)	11 (2)
		549,636	10	386,413	9
		106,117 (21,223)	2 0	(28,156) 5,632	(1) 0
		84,894	2	(22,524)	(1)
		$634,530	12	$363,889	8
		$6.84		$4.81
		$6.81		$4.79

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

English translation of the parent company only Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the years ended 31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars)

Items	Common Stock	Additional Paid-in Capital		Retained Earnings		Other Equity	Total	Total Equity
			Leagal reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations
Balance as of 1 January 2023 Legal reserve Cash dividends Net income for the year ended 31 December 2023 Other comprehensive income, net of tax for the year ended 31 December 2023 Total comprehensive income Balance as of 31 December 2023 Balance as of 1 January 2024 Legal reserve Special reserve Cash dividends Net income for the year ended 31 December 2024 Other comprehensive income, net of tax for the year ended 31 December 2024 Total comprehensive income Balance as of 31 December 2024	$803,004 - - - -	$682,138 - - - -	$179,454 23,748 - - -	- - - - -	$723,175 (23,748) (401,502) 386,413 -	$9,463 - - - (22,524)	$2,397,234 - (401,502) 386,413 (22,524)	$2,397,234 - (401,502) 386,413 (22,524)
	-	-	-	-	386,413	(22,524)	363,889	363,889
	$803,004	$682,138	$203,202	-	$684,338	($13,061)	$2,359,621	$2,359,621
	$803,004 - - - - -	$682,138 - - - - -	$203,202 38,642 - - - -	- - $13,061 - - -	$684,338 (38,642) (13,061) (240,901) 549,636 -	($13,061) - - - - 84,894	$2,359,621 - - (240,901) 549,636 84,894	$2,359,621 - - (240,901) 549,636 84,894
	-	-	-	-	549,636	84,894	634,530	634,530
	$803,004	$682,138	$241,844	$13,061	$941,370	$71,833	$2,753,250	$2,753,250

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

English translation of the parent company only Financial Statements originally issued in Chinese JIA WEI LIFESTYLE INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended 31 December 2024 and 2023

(Amounts in thousands of New Taiwan Dollars)

Items	2024	2023	Items	2024	2023
Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments: Depreciation Expected credit impairment losses Interest expense Interest income Share of loss of associates accounted for using equity (Gain) on disposal of property, plant and equipment Unrealized gross (profit) Profit from lease modification Loss on inventory valuation and obsolescence Changes in operating assets and liabilities: Accounts receivable Accounts receivable-related parties Other receivables Other receivables-related parties Inventories Prepayments Other current assets Contract liabilities Accounts payable Accounts payable-related parties Other payables Other current liabilities Cash generated from operations Interest received Income tax paid Net cash provided by operating activities	$692,909 18,696 3,546 70,511 (5,007) 227,537 (15) (2,347) (161) 4,092 (133,879) 2,690 9,286 (183,416) (6,191) (40,299) - 25,651 (857) (185,159) 71,066 (7,555)	$491,372 19,043 6,863 53,004 (4,544) 221,510 - (16,317) - 1,448 40,024 30,868 25,401 82,042 (9,012) 64,257 297 (2,470) (4,995) 295,216 (14,595) 1,773	Cash flows from investing activities: Acquisition of investments accounted for equity method Acquisition of property, plant and equipment Disposal of property, plant and equipment (Increase) in refundable deposits Decrease in other financial assets Decrease in other non-current assets Net cash (used in) investing activities Cash flows from financing activities: (Decrease) in short-term loans Increase in short-term notes payable Decrease in short-term notes payable Repayments of long-term loans Cash payments for the principal portion of the lease liability Cash dividends Interest paid Net cash (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	(272,639) (26,087) 40 (1,019) 42,100 222	(462,557) (12,259) - (365) 89,701 -
				(257,383)	(385,480)
				(128,210) 670,760 (605,736) (120,000) (11,775) (240,901) (69,443)	(32,681) 300,516 (330,544) (80,000) (10,842) (401,502) (49,944)
				(505,305)	(604,997)
				(351,450) 424,003	110,975 313,028
				$72,553	$424,003

	561,098	1,281,185
	5,084 (154,944)	4,575 (184,308)
	411,238	1,101,452

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

Attachment III

Jia Wei Lifestyle, Inc.

Audit Committee's Review Report

The Audit Committee has reviewed the consolidated financial report and individual financial report for 2024, together with the business report and earnings distribution statement prepared by the Board of Directors of Jia Wei and found no inconsistency in these materials in accordance with Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act. Please verify.

Jia Wei Lifestyle, Inc.

Convener of the Audit Committee: Shou-Te Hsu

March 12, 2025

Jia Wei Lifestyle, Inc.

Communication between Audit Committee Members and Internal Audit Director

I. Communication between Audit Committee and internal audit director:

Date	Communication Parties	Communication Topic	Outcome
2024/01/15	Audit Committee Members Chief Audit Officer	Internal audit business report Oct. 1, 2023~ Nov. 30, 2023.	After consultation, there are no other suggestions or corrections.
2024/03/08	Audit Committee Members Chief Audit Officer	Internal audit business report Dec. 1, 2023 ~ Jan. 31, 2024.	After consultation, there are no other suggestions or corrections.
		Statement of Internal Control System of 2023
2024/05/13	Audit Committee Members Chief Audit Officer	Internal audit business report Feb. 1, 2024 ~ Mar. 31, 2024.	After consultation, there are no other suggestions or corrections.
2024/08/09	Audit Committee Members Chief Audit Officer	Internal audit business report Apr. 1, 2024 ~ June 30, 2024.	After consultation, there are no other suggestions or corrections.
2024/11/12	Audit Committee Members Chief Audit Officer	Internal audit business report July 1, 2024 ~ Oct. 31, 2024.	After consultation, there are no other suggestions or corrections.
		Internal Control System Internal Audit Plan of 2025

II. The Internal Chief Audit Officer submits audit reports and tracking reports to the Audit Committee for review on a monthly basis.

Attachment IV

Jia Wei Lifestyle, Inc. Information on Compensation to Employees and Directors

Item	Allocation amount by resolution of the Board of Directors(A)	Estimated Amount Recognized as Annual Expenses (B)	Difference (A-B)	Reasons for discrepancy and processing method
Employees’ compensation (In cash)	30,126,474	30,126,474	0	Not applicable
Remuneration of Directors (In cash)	30,126,474	30,126,474	0

Attachment V

Remuneration paid to Directors

Unit: NT$ thousand

Title	Name				Remunerati	on of Directors	on of Directors			Ratio o Remuneratio to Net In	f Total n (A+B+C+D) come (%)	Re	levant Remu	neration Re	ceived by Dir	ectors Who Are Also Employees	ectors Who Are Also Employees	ectors Who Are Also Employees	ectors Who Are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%)	Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%)	Compensation Received from An Invested Company
		Base Compensation (A)		Severa Pe	nce Pay and nsion (B)	Remuneration of Directors (C)(Note 1)		Allo	wances (D)			Salary, B Allowa	onus and nces (E)	Severan Pen	ce Pay and sion (F)	Employee Compensations (G) (Note 1)
		Jia Wei	All Companies in the consolidated financial statements	Jia Wei	All Companies in the consolidated financial statements	Jia Wei	All Companies in the consolidated financial statements	Jia Wei	All Companies in the consolidated financial statements	Jia Wei	All companies in the consolidated financial statements	Jia Wei	All Companies in the consolidated financial statements	Jia Wei	All companies in the consolidated financial statements	Jia	Wei	All companies in the consolidated financial statements		Jia Wei	All companies in the consolidated financial statements
																Cash Amount	Share Amount	Cash Amount	Share Amount
Chairman	HSIN-FU INVESTMENT LIMITED Representative: Jacky Huang	-	-	-	-	15,063	15,063	-	-	15,063	15,063	-	-	-	-	-	-	-	-	15,063	15,063	None
										2.741%	2.741%									2.741%	2.741%
		4,260	4,260	-	-	-	-	30	30	4,290	4,290	-	-	-	-	-	-	-	-	4,290	4,290	None
										0.781%	0.781%									0.781%	0.781%
Director	SMART INVESTMENTS LIMITED Representative: David Wu	-	-	-	-	15,063	15,063	-	-	15,063	15,063	-	-	-	-	-	-	-	-	15,063	15,063	None
										2.741%	2.741%									2.741%	2.741%
		-	-	-	-	-	-	30	30	30	30	12,921	12,921	108	108	7,532	-	7,532	-	20,591	20,591	None
										0.005%	0.005%									3.746%	3.746%
Director	HSIN-FU INVESTMENT LIMITED Representative: Li-Hua Wu	-	-	-	-	(Note 2)	(Note 2)	-	-	(Note 2)	(Note2)		-	-	-	-	-	-	-	(Note2)	(Note2)	None
		-	-	-	-	-	-	30	30	30	30	13,005	13,005	108	108	7,532	-	7,532	-	20,675	20,675	None
										0.005%	0.005%									3.762%	3.762%
Director	SMART INVESTMENTS LIMITED Representative: Ray Hou	-	-	-	-	(Note 3)	(Note 3)	-	-	(Note3)	(Note3)	-	-	-	-	-	-	-	-	(Note3)	(Note3)	None
		1,200	1,200	-	-	-	-	30	30	1,230	1,230	-	-	-	-	-	-	-	-	1,230	1,230	None
										0.224%	0.224%									0.224%	0.224%
Independent Director	Shou-Te Hsu	1,200	1,200	-	-	-	-	30	30	1,230	1,230	-	-	-	-	-	-	-	-	1,230	1,230	None
										0.224%	0.224%									0.224%	0.224%
Independent Director	Chin-Chou Hsu	1,200	1,200	-	-	-	-	30	30	1,230	1,230	-	-	-	-	-	-	-	-	1,230	1,230	None
										0.224%	0.224%									0.224%	0.224%
Independent Director	Wang Hui-Chin	716	716	-	-	-	-	15	15	731	731	-	-	-	-	-	-	-	-	731	731	None
										0.133%	0.133%									0.133%	0.133%

Note 1: The 21[st] meeting of the 8th Board of Directors convened on March 12, 2025 approved the appropriation of employees' compensations and Directors' remuneration for 2024. However, the employees' compensations (to be distributed in cash) of NT$30,126,474 and Directors' remuneration (to be distributed in cash) of NT$30,126,474 will be submitted to the Audit Committee and the Board of Directors' meeting for resolution, and are therefore listed as estimates.

Note 2: The representative was appointed by Corporate Director Hsin-Fu Investment Limited, therefore the Directors' remuneration is no longer disclosed to avoid duplication. Note 3: The representative was appointed by Corporate Director Smart Investment Limited, therefore the Directors' remuneration is no longer disclosed to avoid duplication. Note 4: Please state the policy, system, standards and structure of Directors' remuneration payment, and describe the relevance between the amount of remuneration and the factors including responsibilities, risks, the time spent by the individual, etc. (Please refer to “IV: Report on Directors’ Remuneration of 2024” on page 2 of the Handbook.) Note 5: Unless disclosed in the table above, remuneration received in the most recent fiscal year by the Directors for providing services (e.g. serving as a non-employee consultant to the parent company/all companies in the consolidated financial statements/reinvestment companies, etc.): None.

Note 6: As an Audit Committee had been set up in accordance with applicable laws on June 17, 2011, the regulation pertaining to Supervisors is no longer applicable.

Attachment VI

Jia Wei Lifestyle, Inc.

2024 Significant Related-Party Transactions

Amounts are expressed in NT$ thousand, unless otherwise indicated.

Dec. 31, 2024

Number (Note 1)	Transaction Party	Counterparty	Nature of Relationship (Note 2)		Intercompany Transactions	Intercompany Transactions	Intercompany Transactions
				Financial Statements Item	Amount	Terms	Percentage of Consolidated Net Revenue or Total Assets(Note 3)
0	Jia Wei Lifestyle, Inc.	First Design Global,Inc.	1	Sales Revenue (Sales)	$37,099	General trading terms	0.65%
0	Jia Wei Lifestyle, Inc.	Freshlink Product Development,LLC.DBA PREPARA	1	Sales Revenue (Sales)	$173,012	General trading terms	3.02%
0	Jia Wei Lifestyle, Inc.	Tzeng Shyng Industries (He Yuan) Co., Ltd.(TSP)	2	Cost of Goods Sold (Purchases)	$2,851,572	General trading terms	49.81%
0	Jia Wei Lifestyle, Inc.	Tzeng Shyng Industries (He Yuan) Co., Ltd.(TSM)	2	Cost of Goods Sold (Purchases)	$806,468	General trading terms	14.09%
0	Jia Wei Lifestyle, Inc.	Freshlink Product Development,LLC.DBA PREPARA	1	Other Expenses	$36,976	General trading terms	0.65%
0	Jia Wei Lifestyle, Inc.	Freshlink Product Development,LLC.DBA PREPARA	1	Accounts Receivable	$22,066	General trading terms	0.37%
0	Jia Wei Lifestyle, Inc.	First Design Global,Inc.	1	Other Expenses	$50,458	General trading terms	0.88%
0	Jia Wei Lifestyle, Inc.	First Design Global,Inc.	1	Accounts Receivable	$59,896	General trading terms	1.00%
0	Jia Wei Lifestyle, Inc.	Tzeng Shyng Industries (He Yuan) Co., Ltd.(TSP)	2	Accounts Payable	$534,669	General trading terms	8.97%
0	Jia Wei Lifestyle, Inc.	Tzeng Shyng Industries (He Yuan) Co., Ltd.(TSM)	2	Advance payments	$51,235	General Business	0.86%
0	Jia Wei Lifestyle, Inc.	First Design Global,Inc.	1	Other Receivables	$1,679	General Business	0.03%

ia Wei Lifestyle, Inc.

2024 Significant Related-Party Transactions

Amounts are expressed in NT$ thousand, unless otherwise indicated.

Dec. 31, 2024

Number (Note 1)	Transaction Party	Counterparty	Nature of Relationship (Note 2)		Intercompany Transactions	Intercompany Transactions	Intercompany Transactions
				Financial Statements Item	Amount	Terms	Percentage of Consolidated Net Revenue or Total Assets(Note 3)
0	Jia Wei Lifestyle, Inc.	Tzeng Shyng Industries (He Yuan) Co., Ltd.(TSP)	2	Other Receivables	$763,056	General Business	12.80%
0	Jia Wei Lifestyle, Inc.	Freshlink Product Development,LLC.DBA PREPARA	1	Other Payables	$24,108	General Business	0.40%
0	Jia Wei Lifestyle, Inc.	First Design Global,Inc.	1	Other Payables	$3,162	General Business	0.05%
0	Jia Wei Lifestyle, Inc.	Jui-Liang Wu	6 second-degree relative of the Company's President	Right-of-Use Assets	$13,658	General Business	0.23%

Note 1 ： The parent company and its subsidiaries are coded as follows:
No.1. The parent company is coded "0".
No.2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
Note 2 ： Transactions are categorized as follows:
No.1. Transactions from parent company to a subsidiary.
No.2. Transactions from parent company to a sub-subsidiary.
No.3. Transactions between subsidiaries.
No.4. Transactions from a subsidiary to a sub-subsidiary.
No.5. Transactions between sub-subsidiary.
No.6. Others
Note 3 ： Regarding the percentage of transaction amount to consolidated net revenue or total assets, it is computed based on the ending balance to consolidated total assets for balance sheet items;and based on interim accumulated amount to consolidated net revenue for income statement items.
Note 4 ： The important transactions in this form may be listed by the company in accordance with the principle of materiality.
Note 5 ： All the above transactions were eliminated on consolidation.

Attachment VII

Jia Wei Lifestyle, Inc. Statement of Earnings Distribution 2024

==> picture [486 x 307] intentionally omitted <==

----- Start of picture text -----

Unit: NT$
Beginning undistributed earnings 391,733,715
Plus: Net income after tax 549,635,975
Less: Provision for statutory surplus reserves (10%) (Note 1) (54,963,598)
Reversal from special reserve (Note 2) 13,061,437
Surplus available for distribution 899,467,529
Distribution Items
Shareholder dividentds: Cash
Allocation for the year 2024 (Board meeting on Mar.12, 2025) (200,751,037)
Shareholder dividentds: Stocks
Allocation for the year 2024 (Board meeting on Mar.12, 2025) (40,150,200)
Undistributed earnings at the end of the period 658,566,292
----- End of picture text -----

Note 1: Net after-tax profit of the current period is NT$ 549,635,975, plus items other than net after-tax profit of the current period are included in the undistributed surplus of the current year of NT$ 0)*10%=NT$54,963,598

Note 2: Given that the Company’s other equity has turned positive, reaching NT$71,832,079, the requirement to appropriate a special earnings reserve pursuant to FSC Letter No. 1010012865 dated April 6, 2012, is not applicable for this period. Furthermore, the special earnings reserve previously appropriated in the amount of NT$13,061,437 is to be reversed.

Person in Charge: Jacky Huang Manager: David Wu Chief Accountant: Kelly Ko

Attachment VIII

Jia Wei Lifestyle, Inc.

Comparison Table on Amendment of the “Articles of Incorporation”

	Revised Content		Current Content	Note
	22. If there is any profit in the year (i.e. profit before tax before deduction of remuneration allocated to employees and directors), Jia Wei shall allocate no less than 3% of the profit as employee's remuneration.No less than 15% of the *employee* *compensation* *amount* *should be allocated for the distribution* of *compensation* to *staff-level* *employees,* which shall be distributed by shares or cash by the resolution of the Board of directors, including employees of subsidiaries meeting the requirements of laws and regulations. In addition, Jia Wei shall allocate no more than 5% of the profit as director's remuneration. However, if there are still accumulated losses, Jia Wei shall reserve the amount to be covered in advance, and then allocate employees' and Directors' compensation in proportion as stipulated in the preceding paragraph. The allocation of employees' and Directors' compensation shall be reported to the shareholders' meeting.		22. If there is any profit in the year (i.e. profit before tax before deduction of remuneration allocated to employees and directors), Jia Wei shall allocate no less than 3% of the profit as employee's remuneration, which shall be distributed by shares or cash by the resolution of the Board of directors,*including employees* of *subsidiaries* *meeting* *the* *requirements of laws and regulations.* In addition, Jia Wei shall allocate no more than 5% of the profit as director's remuneration. However, if there are still accumulated losses, Jia Wei shall reserve the amount to be covered in advance, and then allocate employees' and Directors' compensation in proportion as stipulated in the preceding paragraph. The allocation of employees' and Directors' compensation shall be reported to the shareholders' meeting.	Handled pursuant to the revised Article 14, Paragraph 6 of the Securities and Exchange Act.
	25. The Articles of Incorporation were established on April 15, 2005. Other details are omitted for brevity. *The 19th amendment was made on* *May 26, 2025.*		25. The Articles of Incorporation were established on April 15, 2005. Other details are omitted for brevity. The 18th amendment was made on May 29, 2023.	Inclusion of amendment dates and number of revisions

Attachment IX

Jia Wei Lifestyle, Inc. Comparison Table on Amendment of the "Endorsement and Guarantee Management Regulations"

Revised Content

Revised Content Current Content Note 5.2Endorsement guarantee amount is 5.2 Endorsement guarantee amount is Increase in set as follows: ： set as follows: ： endorsement 5.2.1 The total amount of 5.2.1 The total amount of and endorsement guarantee shall not endorsement guarantee shall not guarantee exceed 150% of the net value of the exceed 100% of the net value of the limit Company’s most recent financial Company’s most recent financial statement. statement. 5.2.2 For the same endorsement 5.2.2 For the same endorsement object, the total amount of object, the total amount of endorsement guarantee shall not endorsement guarantee shall not exceed 150% of the net value of the exceed 100% of the net value of the Company’s most recent financial Company’s most recent financial statement. statement.

5.2.3 If an endorsement guarantee is made due to a business relationship, the total amount of endorsement guarantee shall not exceed 150% of the net value of the Company’s most recent financial statement. The amount of the individual endorsement guarantee may net exceed the business transaction amount between the two parties in the most recent year, defined as the higher of the purchase or sales amount between the parties.

5.2.3 If an endorsement guarantee is made due to a business relationship, the total amount of endorsement guarantee shall not exceed 100% of the net value of the Company’s most recent financial statement. The amount of the individual endorsement guarantee may net exceed the business transaction amount between the two parties in the most recent year, defined as the higher of the purchase or sales amount between the parties.

5.2.4 The aggregate amount of endorsements and guarantees that the Company and its subsidiaries may provide, as well as the limit applicable to any individual entity shall not exceed 150% of the net value of the Company’s most recent financial statement.

5.2.4 The aggregate amount of endorsements and guarantees that the Company and its subsidiaries may provide, as well as the limit applicable to any individual entity shall not exceed 100% of the net value of the Company’s most recent financial statement.

Attachment X

Jia Wei Lifestyle, Inc. Candidates List for the 9th Term Directors

Title	Director	Director
Nominee	Jacky Huang	David Wu
Corporate Representative	Hsin-Fu Investment Limited	Smart Investment Limited
Current Position	Chairman of Jia Wei Lifestyle, Inc.	President of Jia Wei Lifestyle, Inc.
Educational Background	Bachelor of International Trade, Feng Chia University	Studied at Chinese Culture University
Professional Experience	General Manager of Hanying Co., Ltd. General Manager of Buochi Craft Agency	President of Widely Watched Limited
Number of shares held (Shares) (Up to March 28, 2025 -Start date of transfer cessation period)	Juridical Person: 1,934,000 shares Representative: 0 share	Juridical Person:10,345,034 shares Representative: 0 share

Title	Director	Director
Nominee	Li-Hua Wu	Ray Hou
Corporate Representative	Hsin-Fu Investment Limited	Smart Investment Limited
Current Position	Design Director of Jia Wei Lifestyle, Inc.	Person in Charge of Ray Hou Accounting Firm
Educational Background	Nan Ying Vocational High School	Accounting Institute, National Cheng Kung University
Professional Experience	Design Director of Widely Watched Limited	Partner and Accountant of Kaohsiung Office, EY Taiwan
Number of shares held (Shares) (Up to March 28, 2025 -Start date of transfer cessation period)	Juridical Person: 1,934,000 shares Representative: 1,603,044 share	Juridical Person:10,345,034 shares Representative: 0 share

Jia Wei Lifestyle, Inc. Candidates List for the 9th Term Independent Directors

Title	Independent Director	Independent Director	Independent Director
Nominee	Shou-Te Hsu	Chin-Chou Hsu	Vickie Chen
Current Position	Independent Director of Jia Wei Lifestyle,Inc.	Independent Director of Jia Wei Lifestyle,Inc.	None
Educational Background	PhD.in Finance, University of Alabama	University Research Master, the Institute of Economics of Johns Hopkins University Master of Economics, Department of Economics, National Taiwan Department of Economics, National Taiwan University	MBA Master's Degree, Lehigh University, Pennsylvania, USA Bachelor's Degree in Political Science, National Taiwan University
Professional Experience	Professor, Head of Department, Vice Dean of School of Management, and Dean for Student Affairs, National Sun Yat-sen University President of Takming University of Science and Technology 9th Chief Director of Association of Private Universities and Colleges of Technology Director of Private School Staff Retirement Pension Severance Fund Management Committee Vice Chairman of Kaohsiung Red Cross Society	Section Chief and Team Leader of the Monetary Affairs Bureau, Ministry of Finance Vice President of Hua Chiao Commercial Bank Counselor of the Ministry of Finance and Deputy Executive Secretary of National Development Fund, Executive Yuan Director of General Planning Division, FSC Deputy Director of the Insurance Bureau, FSC Director of the International Business Division, FSC Director of SinoPac Venture Capital Corporation Taiwan Semiconductor Manufacturing Co., Ltd. Director Vanguard International Semiconductor Corporation (VIS) Director Director of Powerchip Technology Corporation Director of Scinopharm Taiwan Ltd. Director of Polaris Group Director of FOCI FIBER OPTIC COMMUNICATIONS,INC.	Head of Human Resources, Standard Chartered Bank Taiwan Executive Director of the Board, Standard Chartered Bank (Taiwan) Limited Head of Learning Academy, Standard Chartered Bank Taiwan Senior Vice President, Fuh Hwa Securities Investment Trust Co., Ltd. General Manager of Priority Banking, Standard Chartered Bank Taiwan Branch Branch Manager, Standard Chartered Bank Taipei Branch Head of Operations and Priority Banking, SinoPac Commercial Bank Regional Director of Personal Banking and Lending, Citibank South Taiwan
Number of shares held (Shares) (Up to March 28, 2025 -Start date of transfer cessation period)	0 share	0 share	0 share

Attachment XI

Jia Wei Lifestyle, Inc. Concurrent Posts of the 9th Term Directors (1)

Title	Name	Currently Holding Concurrent Posts in Other Companies	Main Business of the Company
Director	Hsin-Fu Investment Limited Representatve: Jacky Huang	Achieve Goal Limited Director	Investment holding company
		Golden Star Ocean Ltd. Director	Investment holding company
		First Design Global, Inc. Director	International trading company
		Tzeng Shyng Industries Corp. Representative of Corporate Director	International trading company
		Jia Wei Lifestyle Vietnam Limited Company Director	Manufacturing and sales of home products
		Tzeng Shyng Industries (He Yuan) Co., Ltd. (TSP) Director	Manufacturing and sales of home products
		Tzeng Shyng Industries (He Yuan) Co., Ltd. (TSM) Director	Manufacturing and sales of home products
Director	Smart Investment Limited Representatve: David Wu	Achieve Goal Limited Director	Investment holding company
		First Design Global, Inc. Director and Chairman	International trading company
		Jia Wei Lifestyle Vietnam Limited Company Director	Manufacturing and sales of home products
		Tzeng Shyng Industries (He Yuan) Co., Ltd. (TSP) President	Manufacturing and sales of home products
		Tzeng Shyng Industries (He Yuan) Co., Ltd. (TSM) President	Manufacturing and sales of home products
		Freshlink Product Development, LLC Manager	Design, development, and trading of home products
		Digital Solution Investments Limited Director	Investment business
		Smart Wealth Corp. Director and Secretary	Investment business
		Treasure Plus Global Inc. Director and Secretary	Investment business
		Smart Investment Limited Representative	Investment business

Jia Wei Lifestyle, Inc. Concurrent Posts of the 9th Term Directors (2)

Title	Name	Currently Holding Concurrent Posts in Other Companies	Main Business of the Company
Director	Hsin-Fu Investment Limited Representatve: Li-Hua Wu	Jia Wei Lifestyle Vietnam Limited Company Chairman and President	Manufacturing and sales of homeproducts
		Tzeng Shyng Industries (He Yuan) Co., Ltd. (TSP) Supervisor	Manufacturing and sales of home products
		Tzeng Shyng Industries (He Yuan) Co., Ltd. (TSM) Supervisor	Manufacturing and sales of home products
		Super Domain Investments Limited Director	Investment business
		Mega Service Inc. Director	Investment business
		Omega Investment Limited Representatve	Investment business
		Hsin-Fu Investment Limited Representatve	Investment business
		DA-FA Universal Investment Limited Representatve	Investment business
Director	Smart Investment Limited Representatve: Ray Hou	Person in Charge of Ray Hou Accountng Firm	CPA frm
		TYC Brother Industrial Co.,Ltd. Independent Director	Manufacturing, processing, and sales of transportaton machineryandparts
		UFO COMMUNICATION Independent Director	Optcal fber and related materials Data transmission equipment Optcal communicaton engineering
		MOSPEC SEMICONDUCTOR CORP. Independent Director	Electronic components manufacturing Computer and peripheral equipment manufacturing Internatonal trading, engaging in any business that is not prohibited or restricted by law except for businesses that require specialpermission
		E&R Engineering Corp. Representatve of Corporate Director	Design, R&D, manufacturing, installaton, and sales of automaton equipment and components
		Family Tree Limited Representatve and Director	Investment consultng services

Jia Wei Lifestyle, Inc. Concurrent Posts of the 9th Term Independent Directors (3)

Title	Name	Currently Holding Concurrent Posts in Other Companies	Main Business of the company
Independent Director	Shou-Te Hsu	WAH LEE INDUSTRIAL CORP. Independent Director	Materials and equipment for information and communication Materials and equipment for flat panel displays Materials and equipment for semiconductor processes Materials, equipment, and components for printed circuit boards Materials and equipment for renewable energy such as solar, wind, and wind power generation, and others
		SOFT-WORLD INTERNATIONAL CORPORATION Independent Director	Distribution and trade of gaming software Distribution and trade of gaming software magazines and books
		INNOVISION FLEXTECH CORPORATION Independent Director	Ultra-short throw projection screens Mid/long throw front projection screens Rear projection screens.
Independent Director	Chin-Chou Hsu	ALLIED CIRCUIT CO., LTD. Independent Director	Electronic component manufacturing industry Wholesale and retail of electronic materials International trade industry.
		South China Insurance Co., Ltd. Independent Director	Property insurance business.
Independent Director	Vickie Chen	None	None

Appendices

Appendix I

Jia Wei Lifestyle, Inc. Rules of Procedure for Shareholders' Meeting

Article 1: In order to establish a good governance system of shareholder meetings, improve supervision functions and strengthen management functions of the Company, these rules are made in accordance with the provisions of Article 5 of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2: The rules for procedure of the shareholders' meetings of the Company shall be subject to these Rules, unless otherwise specified by laws or regulations.
Article 3: The shareholders' meeting of the Company shall be convened by the Board of Directors unless otherwise specified by laws.
The Company shall upload the electronic version of the meeting notice for the shareholders' meeting, paper for the power of attorney, the proposals, discussions, election or dismissal of Directors to the Market Observation Post System 30 days before the annual meeting of shareholders, or 15 days before the extraordinary shareholders' meeting. Meanwhile, the Company shall upload the electronic version of the handbook for shareholders' meeting and supplementary information to the Market Observation Post System 21 days before the annual shareholders' meeting or 15 days before the extraordinary shareholders' meeting. The Company shall prepare the handbook for shareholders' meeting and supplementary information for shareholders' reference 15 days before the convention of a shareholders' meeting; keep one copy of the handbook in the Company and another in the professional stock agencies entrusted by the Company so that it is accessible to shareholders, and issue them at the shareholders' meeting.

The meeting notice and public announcements shall state the reasons for convening the meeting, and the information may be announced in electronic means.

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

Where the notice of the reasons for convening the shareholders meeting already specifies the election of all Directors and the date elected Directors take office, once the election is completed in the shareholders' meeting, the date the elected Directors

take office may not be changed by motions or other methods in the same meeting. Shareholders holding 1% or more of the total number of outstanding shares of the Company may submit a written proposal to the Company for discussion at a regular shareholders' meeting. However, only one matter shall be allowed in each single proposal. If a proposal contains more than one matter, such proposal shall not be included in the agenda. In addition, when the circumstances of any subparagraph of "Article 172-1, Paragraph 4 of the Company Act" apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. Shareholders may submit proposed proposals to urge the Company to promote the public interest or fulfill its social responsibilities. The procedures shall be limited to one item in accordance with the "Article 172-1 of the Company Act". Any proposal in excess shall be excluded from the agenda.

Prior to the book closure date before the convention of a regular shareholders' meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals to be discussed at the meeting and the method for submitting the proposals in writing or in electronic format; the period for accepting such proposals shall not be less than 10 days.

The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the annual shareholders' meeting and shall take part in the discussion of such proposal.

The Company shall inform the shareholder who advances the proposal of the results before the date of convening the shareholders' meeting, and shall list the proposals which are in accordance with this Article in the meeting notice. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the shareholders' meeting.

Article 4: Shareholders may provide the power of attorney issued by the Company, specify the scope of authorization at each shareholder meeting, and entrust a proxy to attend the shareholders' meeting.

A shareholder shall issue a power of attorney and entrust one proxy only, and shall deliver the power of attorney to the Company five days before the shareholders' meeting; if more than one powers of attorney are delivered, the earliest one received by the Company shall prevail. However, a statement to revoke an earlier power of attorney is not subject to the aforementioned rule.

After the power of attorney is delivered to the Company, the shareholder who wants to attend the shareholder meeting in person or exercise the voting rights in writing or electronic means shall cancel the advice of proxy to the Company in writing two days before the shareholders' meeting. If the shareholder revokes the advice exceeding the

time limit, the power of attorney which designates a proxy to attend the meeting and exercise the voting rights shall prevail.

Article 5: The shareholder meeting shall be convened in the place where the Company is located or the place which is convenient for shareholders to be present or appropriate to convene the shareholder meeting. The meeting shall not start earlier than 9:00 a.m. or later than 3:00 p.m., and the place and time of the meeting shall be determined with full consideration of Independent Director's opinions.
Article 6: The shareholders' meeting notice shall include the sign-in time and location as well as other relevant matters.

The time period for accepting attendance registration of shareholders shall be at least 30 minutes prior to the commencement of the meeting. There shall be clear signs at the attendance register and appropriate personnel shall be designated for the registration procedure.

The Company shall prepare an attendance register for the attending shareholders or their proxies (hereinafter referred to as the shareholders) to sign in, or the attending shareholders may hand in the sign-in card instead of signing in.

The Company shall deliver the handbooks, annual reports, attendance cards, speaker's slip, votes and other meeting materials to the shareholders attending the shareholder meeting; if there are Directors to be elected, the ballots shall also be provided.

Shareholders shall attend the shareholders' meeting with the attendance card, signin card, or other attendance certificates; the Company shall not arbitrarily require any other certificates to attend the meeting; the solicitor of the powers of attorney shall bring the identity documents for verification.

When a government or legal entity is a shareholder, there may be more than one representative attending the shareholders' meeting. When a legal entity is entrusted to attend the shareholders' meeting, only one representative can be present.

Article 7: If the shareholders' meeting is convened by the Board of Directors, its chairperson shall be the Chairman of the Board. If the Chairman asks for leave or fails to exercise his/her powers for any reason, he/she shall designate a Director as a proxy. If the Chairman does not designate a proxy, the Directors shall elect one from among themselves.

Shareholders' meetings convened by the Board of Directors should be attended by more than half of the board (including at least one Independent Director) and at least one Audit Committee Member in person, and attended by at least one representative member of each functional committee. In addition, a record of attendance shall be made in the minutes of the shareholders’ meeting.

If the shareholders' meeting is convened by other conveners other than the Board of Directors, the chairperson shall be the convener, and if there are more than two conveners, they shall elect one chairperson from among themselves.

The Company may designate the entrusted lawyers, certified public accountants or related personnel to attend the shareholders' meeting.

Article 8: The Company shall record audio or video commencing from the shareholder attendance registrations to the shareholders' meeting, and the voting and ballot counting processes uninterruptedly and retain the recording for at least one year. However, if a shareholder files a lawsuit according to “Article 189 of the Company Act”, it shall be kept until the conclusion of the litigation.
Article 9: The attendance of the shareholders' meeting shall be counted based on the number of shares. The number of shares in attendance is calculated based on the attendance register or the sign-in cards handed in plus the number of shares through which the voting rights are exercised in writing or electronic means.
The chairperson shall call the meeting to order at the time scheduled for the meeting, as well as announcing information such as the number of shares with no voting right and shares present. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting. However, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. Before the end of the meeting, if the number of shares representing the shareholders has reached more than half of the total number of issued shares, the chairperson shall re-submit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 10: In the event that the shareholder meeting is convened by the Board of Directors, the agenda shall be formulated by the Board of Directors. All proposals (including extempore motions and amendments to original proposals) shall be voted on in sequence. The meeting shall be conducted according to the arranged agenda, and shall not be changed without a resolution of the shareholders meeting.

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

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including

questions and motions), except by a resolution of the shareholders' meeting. If the chairperson declares the meeting adjourned in violation of the rules of procedure, other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairperson according to statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall provide opportunities for full explanation and discussion of the proposals and the amendments or questions and motions proposed by the shareholders. If the chairperson believes that the proposal can be decided by voting, he/she shall announce the discussion closed and call for a vote. The chairperson shall also arrange adequate time for voting.

Article 11: An attending shareholder shall issue and submit a floor note before speaking at the shareholder meeting. The floor note shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the chairperson may fix the order of speaking. The present shareholders only hand in the speaker's slip but fail to make a speech are deemed to have not made a speech. If the content of the speech is inconsistent with that on the speaker's slip, the content of the speech shall prevail.

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

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

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

After an attending shareholder has spoken, the chairperson may respond in person or designate a directly relevant member of personnel to respond.

Article 12: Voting at a shareholders' meeting shall be calculated based the number of shares. With respect to the resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, such a shareholder shall not vote on that item, and shall not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the

preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13: A shareholder shall have one vote in respect of each share; however, this limit is not applicable to those who are restricted, or who do not have the right to vote under Paragraph 2, Article 179 of the Company Act.

When the Company convenes a shareholder meeting, the shareholder shall exercise its voting rights via electronic means and the shareholder may also exercise such rights in writing. When exercising its voting rights in writing or electronic means, he/she shall list the method of exercise in the advice of convening shareholder meeting. Shareholders who exercise their voting rights in writing or electronic means are deemed to attend the shareholders' meeting in person. However, the questions and motions of the shareholders' meeting and the amendment to the original proposal are deemed to be a waiver.

A shareholder intending to exercise voting rights by correspondence or electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, when a declaration is made to cancel an earlier declaration of intent is not subject to the limits.

After the shareholders exercise their voting rights in writing or electronic means, if they want to attend the shareholders' meeting in person, they shall cancel the intent of exercising voting rights in the preceding paragraph in the same manner as exercising the voting rights two days before the shareholders' meeting; if it is canceled after the time limit, voting rights exercised in writing or via electronic means shall prevail. If the voting rights are exercised in writing or via electronic means and a proxy is entrusted to attend the shareholders' meeting by a power of attorney, the voting rights exercised by the attending entrusted proxy shall prevail.

The voting of proposal shall be passed upon the majority of the voting rights of the present shareholders, unless otherwise specified by the Company Act and the Articles of Incorporation. At the time of voting, the total number of voting rights of the present shareholders shall be announced by the chairperson or the personnel who he designates case by case. The shareholders shall vote on each proposal and the results of shareholders' agreement, objection, and abstention shall be entered in the Market

Observation Post System.

When there is an amendment or an alternative to the same proposal, the chairperson shall decide its order of voting with the original proposal. If one of the proposals has been passed, the other proposals are deemed to be vetoed and no further voting is required.

The scrutineer and the counter for the voting of the proposal shall be designated by the chairperson, but the scrutineer shall be a shareholder.

Vote counting in relation to resolutions and elections in shareholder meetings shall be processed publicly in shareholder meetings and the results including statistical weights shall be reported on the spot and shall be recorded in the minutes of the meeting.

Article 14: The election of Directors at the shareholder meeting, if any, shall be handled according to the relevant regulations on election made by the Company, and the voting results shall be announced on the spot including the list of elected Directors and the numbers of votes, as well as the list of unelected Directors and the respective number of votes received.

The ballots for elections referred to in the preceding paragraph shall be sealed and signed by the scrutineer and kept safely for at least one year. However, if a shareholder files a lawsuit according to “Article 189 of the Company Act”, it shall be kept until the conclusion of the litigation.

Article 15: The resolutions at the shareholder meeting shall be made into a minute book, signed or sealed by the chairperson, and issued to the shareholders within 20 days after the meeting. The minute book shall be made and issued in electronic means.

The minute book in the preceding paragraph shall be uploaded to the Market Observation Post System in form of announcement.

The minute book shall include the meeting date (mm/dd/yy), place, chairperson's name, resolution method, main points, and voting results (including the tallied number of votes). Where there is an election of Directors, the number of votes of each candidate shall be disclosed. The records shall be kept permanently during the existence of the Company.

Article 16: The Company shall clearly disclose the number of shares solicited by the solicitor and the number of shares of the entrusted agent at the shareholder meeting on the date of the meeting according to the statistical table prepared in the prescribed form.
If the resolutions of the shareholder meeting are of material information stipulated by laws and regulations or Taiwan Stock Exchange Corporation (Taiwan Exchange), the Company shall upload the contents to the Market Observation Post System within the specified time.

Article 17: The conference personnel for the shareholder meeting shall wear an identification card.

The chairperson shall command the proctors or security personnel to maintain the order of the meeting place. The proctors or security personnel shall wear armbands with "Proctor" or identification cards when maintaining the order of the meeting place. There is amplification equipment at the meeting place, if the shareholder makes a speech with amplification equipment not provided by the Company, the chairperson shall stop it.

If the shareholders violate the rules of procedure and do not obey the chairperson's rectification, or obstruct the meeting regardless of prevention, the chairperson shall command the proctors or security personnel to take them away from the meeting place.

Article 18: During the meeting, the chairperson shall take a rest according to the time. In case of a force majeure situation occurs, the chairperson shall suspend the meeting temporarily and announce the time to resume the meeting as appropriate.

If the meeting place is unavailable before the completion of proposals (including questions and motions) under the agenda scheduled by the shareholders' meeting, the shareholders' meeting shall resolve to find another site to continue the meeting. The shareholder meeting shall resolve to be postponed or resumed within five days according to Article 182 of the Company Act.

Article 19: These rules are implemented upon the approval of the shareholders' meeting, and the same to the amendments.

History of the "Rules of Procedure for Shareholders' Meeting of Jia Wei Lifestyle, Inc."

These rules are made on July 1, 2006.
The 1st revision was made on February 1, 2007.
The 2nd revision was made on June 17, 2011.
The 3rd revision was made on June 19, 2012.
The 4th revision was made on June 29, 2015.
The 5th revision was made on May 26, 2020.
The 6th revision was made on April 23, 2021.

Appendix II

Jia Wei Lifestyle, Inc. Articles of Incorporation

Chapter I General

Article 1: The Company was organized in accordance with the provisions of the Company Act and

was named "Jia Wei Lifestyle, Inc."

Article 2: The Company's businesses are listed as left:
(I) C601030 Paper Containers Manufacturing.
(II) C601990 Other Paper Products Manufacturing.
(III) C805030 Plastic Made Grocery Manufacturing.
(IV) C805990 Other Plastic Products Manufacturing.
(V) CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified.
(VI) CH01030 Stationery Articles Manufacturing.
(VII) CH01040 Toys Manufacturing.
(VIII) F106010 Wholesale of Ironware.
(IX) F106020 Wholesale of Articles for Daily Use.
(X) F107200 Wholesale of Chemistry Raw Material.
(XI) F109070 Wholesale of Stationery Articles, Musical Instruments and Educational
- Entertainment Articles.
(XII) F113010 Wholesale of Machinery.
(XIII) F199990 Other Wholesale Trade.
(XIV) F206010 Retail Sale of Ironware.
(XV) F207200 Retail sale of Chemistry Raw Material.
(XVI) F209060 Retail sale of Stationery Articles, Musical Instruments and Educational Entertainment Articles

(XVII) F213080 Retail Sale of Machinery and Equipment.

(XVIII) F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified.

(XIX) F105050 Wholesale of Furniture, Bedclothes Kitchen Equipment and Fixtures.
(XX) F205040 Retail sale of Furniture, Bedclothes, Kitchen Equipment and Fixtures.
(XXI) F206020 Retail Sale of Articles for Daily Use.

(XXII) F401010 International Trade.

(XXIII) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company, due to business needs, can guarantee and transfer the investment in other businesses with a total investment amount transferred more than 40% of the Company's paid-in capital stock.
Article 4: The Company is headquartered in Taipei City and may establish branch organizations in other appropriate locations as necessary, the establishment and dissolution of which are determined by the Board of Directors.

Chapter II Shares

Article 5: The Company's capitalization is NT$ 2.05 billion, divided into 205 million shares, and the amount of each share is NT$ 10, which shall be issued by the Board of Directors in installments upon authorization. NT$ 100 million shall be divided into 10 million shares with a value of NT$ 10 each. They are retained as employee subscription warrants.
Article 6: The Company's stocks are registered and signed or sealed by the representative directors. Issuance will be carried out after legal verification. Share certificates issued by the Company are exempted from printing; however, they shall be registered in the central securities depository.
Article 6-1: The Company's treasury shares purchased in accordance with the Company Act shall be transferred to recipients that include employees of controlling or subordinate companies that meet the criteria. The Company's employee share option certificates are issued to recipients that include employees of controlling or subordinate companies that meet the criteria. When the Company issues new shares, the employees eligible for share subscription shall include employees of controlling or subordinate companies that meet the criteria. The recipients of restricted employee shares issued by the Company include employees of controlling or subordinate companies that meet the criteria.

Chapter III Shareholders' Meeting

Article 7: All changes made to the list of shareholders shall be halted sixty days prior to an upcoming Annual Shareholders' Meeting, thirty days prior to an Extraordinary Shareholders' Meeting, or five days prior to the baseline date before the Company issues dividends, bonuses, or other interests.
Article 8: The shareholders' meeting of the Company is categorized as annual meeting and extraordinary meeting, the former of which shall be convened within six months after the end of each fiscal year, and the latter convened according to law when necessary.
Article 9: Except that when there is no voting right on the shares as stated in Article 179, Paragraph 2 of the Company Act, or the pledge specified by the Director according to shares is more than half of the number of shares of the Company he owned at the time of election, the voting rights do not apply to the exceeding shares, as each share of the shareholders of the Company corresponds to one voting right.
Article 10: When the shareholders fail to attend the shareholders' meeting for any reason, they shall provide the power of attorney issued by the Company, specify the scope of authorization, and entrust a proxy to attend the shareholders' meeting.
Article 11: The Chairperson of the Shareholders' Meeting is the Chairman of the Board. If the Chairman is absent, he/she shall designate one Director as the proxy. If the Chairman does not designate a proxy, the Directors shall elect one from among themselves.
Article 12: The shareholders' meeting shall be attended by shareholders who have held more than half of the total number of issued shares, and the resolution shall be passed upon majority

of the voting rights of the shareholders, unless otherwise stipulated by the Company Act.
Article 12-1: If the Company wants to revoke the public issuance, it shall submit it to the shareholders' meeting for a resolution, and this provision shall not be amended during the emerging stock period and the listing period.

Chapter IV Board of Directors

Article 13: The Company shall select five to nine Directors with disposing capacity from the shareholders' meeting to organize the Board of Directors with a term of three years. Directors may be re-elected. The Company shall purchase liability insurance for the compensation of the Directors within their scope of business during their term in accordance with the law. As stipulated in Article 183 of the Securities and Exchange Act, there shall be no less than two Independent Directors in the aforementioned quota of Directors, and the number of Independent Directors shall not be less than one-fifth of the total Directors. The specialty qualifications, shareholdings, restrictions on concurrent posts, nomination and election methods and other compliance of the Independent Directors shall be subject to the relevant provisions of the competent authority of securities.
The Directors of the Company shall be elected from the nomination list prepared by the Company. The Directors referred to in the Articles of Incorporation include Independent Directors.
Article 13-1: All Independent Directors of the Company constitute the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The exercise of the functional authorities and related matters of the Audit Committee and its members shall be handled in accordance with the relevant provision of the Securities and Exchange Act.
Article 14: The Board of Directors shall be organized by the Directors. More than two-thirds of the Directors shall attend the meeting and one Chairman is recommended from them upon consent of the majority of the present Directors, and the chairman shall act on behalf of the Company.
Article 15: The Board meeting shall be convened by the Chairman as the Chairperson, unless otherwise stipulated by the Company Act. If the Chairman asks for leave or fails to exercise his/her functional authorities for any reason, he/she shall designate a Director as a proxy. If the Chairman does not designate a proxy, the Directors shall elect one from among themselves.
The convening of the Board meeting shall be advised in the manner of a written notice, or via e-mail or fax, etc.
Article 16: More than half of the Directors shall attend the Board meeting, and the resolution shall be passed upon consent of the majority of the Directors present, unless otherwise stipulated by the Company Act.
Article 17: If a Director cannot attend the board meeting for any reason, he/she shall entrust other Directors to attend the meeting. However, a Director can only be entrusted by one

person to attend the Board meeting.

If a Board meeting is convened in the form of videoconferencing, the Directors attending the meeting via videoconferencing are deemed to be present in person.

Article 18: The Company shall pay remuneration to the Directors provided they have performed their duties, regardless of the Company's profit and loss, and their remuneration shall be determined depending on their participation in the Company's operation and their distribution values, and shall not be higher than the highest salary standard of the same industry.

Chapter V Manager

Article 19: The Company shall set up managers whose appointment, dismissal and remuneration are determined upon consent of the majority of the present Directors at the Board meeting that more than half of the Directors attend.

Chapter VI Accounting

Article 20: The fiscal year of the Company is from January 1 to December 31.
Article 21: After the annual accounts of the Company, the Board of Directors shall submit the following forms and reports to the shareholders' meeting for approval:
I. Business report.
II. Financial statements.
III. Proposal of profits distribution or deficit compensation.
Article 22: The Company's profits distribution or appropriation for making up for losses may be performed after the end of each quarter. The profits shall be distributed in cash and shall be processed based on a resolution of the Board of Directors in accordance with Article 228-1 and Article 240, Paragraph 5 of the Company Act. The proposal shall also be reported to the shareholder's meeting but the submission shall not be required.
If there is any profit in the year (i.e. profit before tax before deduction of remuneration allocated to employees and directors), Jia Wei shall allocate no less than 3% of the profit as employee's remuneration, which shall be distributed by shares or cash by the resolution of the Board of directors, including employees of subsidiaries meeting the requirements of laws and regulations. In addition, Jia Wei shall allocate no more than 5% of the profit as director's remuneration. However, if there are still accumulated losses, Jia Wei shall reserve the amount to be covered in advance, and then allocate employees' and Directors' compensation in proportion as stipulated in the preceding paragraph.

The allocation of employees' and Directors' compensation shall be reported to the shareholders' meeting.

If there are earnings distribution half fiscal year, the payable tax shall be estimated and retained and deficits shall be made up in accordance with laws. Then, 10% of the earnings shall be allocated as the statutory capital reserve. However, when the statutory capital reserve has reached the Company's paid-in capital, the aforementioned ratio does not

apply. The special capital reserve shall be withdrawn or revolved when necessary, and any earnings plus the accumulated undistributed earnings in the previous quarter shall be added as shareholders' bonus. The Board of Directors shall prepare the distribution proposal after reserving earnings as operation needs, and submit to the shareholders' meeting for resolution of distribution of shareholder dividends.

If there is any surplus in the annual general report, Jia Wei shall first pay taxes and make up for the accumulated losses, and then withdraw 10% of the surplus for the statutory surplus reserve, except when the statutory surplus reserve has reached the paid-in capital of Jia Wei. If necessary, the special surplus reserve shall be withdrawn or reversed in accordance with the law. The surplus if any plus the accumulated undistributed surplus of the previous quarter shall be deemed as surplus available for distribution. The Board of Directors shall prepare a surplus distribution plan. When the surplus is to be distributed in cash, the proposal shall be approved by the Board of Directors. When surplus is to be distributed by issuing new shares, the proposal shall be submitted to the shareholders' meeting for resolution before distribution.

The Company may, with due consideration to financial, business, or operation factors, appropriate all or a part of the reserve to issue new shares or distribute cash to shareholders in accordance with the laws or the regulations of the competent authority. Where profits are distributed in cash, it may be processed based on a resolution of the Board of Directors in accordance with Article 241 of the Company Act. The proposal shall also be reported to the shareholder's meeting but the ratification of the shareholder's meeting shall not be required.

Dividend policies

Jia Wei is in an industry with constantly changing environment. When allocating surplus, Jia Wei shall examine Jia Wei's financial structure and the needs of its expected future expenditures, and distribute surplus according to laws and the Articles of Association. The amount of surplus distribution shall account for more than 20% of the surplus available for distribution, of which the cash dividends distributed shall not be less than 10% of the total dividend distribution.

Chapter VII Supplementary Terms

Article 23: The Company's organization procedures and rules of procedure are prescribed separately.

Article 24: The matters not specified in the Articles of Incorporation shall be subject to the Company Act.

Article 25: The Articles of Incorporation were established on April 15, 2005.
The 1st amendment was made on May 10, 2005.

The 2nd amendment was made on December 8, 2005.

The 3rd amendment was made on June 30, 2006.

The 4th amendment was made on February 1, 2007. The 5th amendment was made on August 24, 2007. The 6th amendment was made on March 14, 2008. The 7th amendment was made on June 16, 2009. The 8th amendment was made on June 17, 2010. The 9th amendment was made on June 17, 2011. The 10th amendment was made on June 19, 2012. The 11th amendment was made on June 23, 2016. The 12th amendment was made on October 19, 2016. The 13th amendment was made on May 29, 2018. The 14th amendment was made on May 28, 2019. The 15th amendment was made on October 15, 2019 The 16th amendment was made on May 26, 2020. The 17th amendment was made on April 23, 2021. The 18th amendment was made on May 29, 2023.

Appendix III

Jia Wei Lifestyle, Inc. Procedures for Election of Directors

Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 3 The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.

Article 4 The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8 The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots

on behalf of any person not in attendance.

Article 9 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10 A ballot is invalid under any of the following circumstances:

The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the Director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.
Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.
Article 12 The ballots for the election shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 13 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

The Procedures for Election of Directors were established on July 1, 2006.

The 1st amendment was made on February 1, 2007.

The 2nd amendment was made on March 14, 2008.

The 3rd amendment was made on June 17, 2011.

The 4th amendment was made on June 19, 2012. The 5th amendment was made on June 29, 2015. The 6th amendment was made on May 26, 2020.

The 7th amendment was made on April 23, 2021.

Appendix IV

Jia Wei Lifestyle, Inc. Shareholding of Directors

I. As of March 28, 2025, the book closure date upon this annual shareholders' meeting, the Company's paid-in capital was NT$ 803,004,150, totaling 80,300,415 shares.
II. According to Article 26 of the Securities and Exchange Act, all Directors shall own at least 6,424,034 shares, and all Supervisors shall own at least 642,404 shares. However, as the Company has set up an Audit Committee according to law, the number of shares that the Supervisors is legally required to hold does not apply.

III. Details of Shareholding of Directors:

				Unit: Shares;March 28,2025	Unit: Shares;March 28,2025	Unit: Shares;March 28,2025	Unit: Shares;March 28,2025
Title	Name	Appointment Date	Tenure	Shareholdings at E l e c t i o n		Shareholdings Stated i n R o s t e r o f Shareholders as of the Book Closure Date
				Number of shares	Proportion of sharehold -ings (%)	Number of shares	Proportion of sharehold -ings (%)
Chairman	HSIN-FU INVESTMENTS LIMITED Representative: JackyHuang	05/31/2022	3 years	1,100,000	1.37%	1,934,000	2.41%
Director	SMART INVESTMENTS LIMITED Representative: David Wu	05/31/2022	3 years	5,326,740	6.63%	10,345,034	12.88%
Director	HSIN-FU INVESTMENTS LIMITED Representative: Li-Hua Wu	05/31/2022	3 years	1,100,000	1.37%	1,934,000	2.41%
Director	SMART INVESTMENTS LIMITED Representative: RayHou	05/31/2022	3 years	5,326,740	6.63%	10,345,034	12.88%
Independent Director	Shou-Te Hsu	05/31/2022	3 years	-	-	-	-
Independent Director	Chin-Chou Hsu	05/31/2022	3 years	-	-	-	-
Independent Director	Wang Hui-Chin	05/27/2024	1 year	27,765	0.03%	32,765	0.04%
Total of all Directors				6,454,505	8.03%	12,311,799	15.33%

AI assistant

JiaWei — AGM Information 2025

52344_rns_2025-08-08_952571fb-9b06-47d4-a8e2-c5792e4d1c2c.pdf

Jia Wei Lifestyle, Inc.

2025 Annual Meeting of Shareholders

Handbook

Jia Wei Lifestyle, Inc.

Handbook of 2025 Annual Meeting of Shareholders Table of Content

Jia Wei Lifestyle, Inc. Procedures and Agenda for the 2025 Annual Meeting of Shareholders

V. Proposals

VI. Discussions

VII. Election

IX. Questions and Motions

X. Adjournment

Management Presentations

Proposals

Discussions

Election

Other Proposals

Questions and Motions

Adjournment

Attachments

Jia Wei Lifestyle, Inc.

2024 Business Report

Business Results of the Previous Year

Business Plan Implementation Results and Budget Execution:

Profitability:

Summary of Business Plan of This Year

Business Strategy:

Expected Sales Volume and Basis:

Significant production and sales policies:

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue Recognition

2. Loss allowance for accounts receivable

3. Impairment Loss for Intangible Assets (Including Goodwill)

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Others

Notice to Readers

English translation of Consolidated Financial Statements Originally issued in Chinese

CONSOLIDATED BALANCE SHEETS

JIA WEI LIFESTYLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

JIA WEI LIFESTYLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

English translation of Consolidated Financial Statements originally issued in Chinese

JIA WEI LIFESTYLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue Recognition

2. Loss allowance for accounts receivable

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

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Yao,Shih-Chieh

Chen,Cheng-Chu

Notice to Readers

JIA WEI LIFESTYLE INC.

JIA WEI LIFESTYLE INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

JIA WEI LIFESTYLE INC.

English translation of the parent company only Financial Statements originally issued in Chinese JIA WEI LIFESTYLE INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

Jia Wei Lifestyle, Inc.

Audit Committee's Review Report

March 12, 2025

Jia Wei Lifestyle, Inc.

Communication between Audit Committee Members and Internal Audit Director

I. Communication between Audit Committee and internal audit director:

Jia Wei Lifestyle, Inc. Information on Compensation to Employees and Directors

Attachment V

Remuneration paid to Directors

Unit: NT$ thousand

Jia Wei Lifestyle, Inc.

2024 Significant Related-Party Transactions

JiaWei AGM Information 2025