LEOFOO — AGM Information 2023

Jun 8, 2023

【Stock Code: 2705】

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2023 Annual Shareholders Meeting

Handbook

(Translation)

Meeting Method: Physical Shareholders Meeting Meeting Time: 9:00 a.m., Wednesday, May 31, 2023 Meeting Place: No. 60, Gongzigou, Guanxi Township, Hsinchu County (Leofoo Village Theme Park)

Table of Contents

Chapter 1 Meeting Procedure ............................................................................ Chapter 2 Meeting Agenda ................................................................................ I. Management Presentation ....................................................... II. Proposals ................................................................................. III. Discussions ............................................................................. IV. Extempore Motions ................................................................. V. Adjournment ........................................................................... Chapter 3 Attachments ....................................................................................... I. Business Report ...................................................................... II. Audit Committee's Review Report ......................................... III. Independent Auditors Report and Financial Statements ......... IV. Deficit Compensation Statement ............................................ V. Table of Amended Provisions of the Rules of Procedure for Shareholders Meetings ............................................................ Chapter 4 Appendices ........................................................................................ I. Rules of Procedure for Shareholders Meetings (Before Amendment) .............................................................. II. Articles of Incorporation ......................................................... III. Shareholding of Directors .......................................................

Page No.

1 2 3 4 5 5 5 6 12 18 35 36 57 60 71

Chapter 1 Meeting Procedure

Leofoo Development Co., Ltd.

Procedure for the 2023 Annual Shareholders Meeting

I. Call the Meeting to Order II. Chairperson Remarks III. Management Presentation IV. Proposals V. Discussions VI. Extempore Motions VII. Adjournment

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Chapter 2 Meeting Agenda

Leofoo Development Co., Ltd.

Meeting Agenda of 2023 Annual Shareholders Meeting

Meeting Method: Physical Shareholders Meeting

Meeting Time: 9:00 a.m., Wednesday, May 31, 2023

Meeting Place: No. 60, Gongzigou, Guanxi Township, Hsinchu County (Leofoo Village Theme Park)

• I. Call the Meeting to Order

• II. Chairperson Remarks

• III. Management Presentation

• Case 1 The Corporation's 2022 Business Report.

• Case 2 The Corporation's 2022 Audit Committee Review Report.

• Case 3 The Corporation's accumulated deficit amounted to one-half of the paid-in capital for the year ended December 31, 2022.

• Case 4 The amendment to the Corporation's "Rules Governing Financial and Business Matters between the Corporation and its Affiliated Enterprises" and its renaming to "Rules Governing Financial and Business Matters between the Corporation and its Related Parties"

• IV. Proposals

• Case 1 The Corporation's 2022 Business Report and Financial Statements.

• Case 2 The Corporation's 2022 Deficit Compensation.

• V. Discussions

• Amendment to the Corporation's Rules of Procedure for Shareholders Meetings.

• VI. Extempore Motions

• VII. Adjournment

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Management Presentation

Case 1

Proposal: The Corporation's 2022 Business Report is hereby submitted. Explanation: Please refer to Attachment 1 of the Handbook for the Corporation's 2022 Business Report (Pages 6-11).

Case 2

Proposal: The Corporation's 2022 Audit Committee Review Report is hereby submitted. Explanation: Please refer to Attachment 2 of the Handbook for the Corporation's 2022 Audit Committee Review Report (Page 12).

Case 3

Proposal: The accumulated deficit of the Corporation amounted to one-half of the paid-in capital for the year ended December 31, 2022, and are hereby reported. Explanation: The accumulated losses of the Corporation amounted to NT$1,868,132,841, more than one-half of NT$1,913,128,300, the paid-in capital for the year ended December 31, 2022.

Case 4

Proposal: The Corporation's "Rules Governing Financial and Business Matters between the Corporation and its Affiliated Enterprises" is amended and renamed to "Rules Governing Financial and Business Matters between the Corporation and its Related Parties," and is hereby reported.

Explanation: On March 13, 2023, the Board of Directors approved the amendment of the "Rules Governing Financial and Business Matters between the Corporation and its Affiliated Enterprises." The scope under regulation includes procedures for the management of purchase and sale transactions, acquisition and disposal of assets, and the Rules stipulate that all aforementioned material transactions shall be submitted to the Board of Directors for approval prior to their execution. For the year of 2022, no material purchase or sale transactions, nor acquisition or disposal of assets between related parties, were required to be approved by the Board of Directors or reported to the shareholders meeting in accordance with the relevant regulations.

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Proposals

Case 1 Proposed by the Board

• Proposal: The Corporation's 2022 Business Report and Financial Statements are hereby proposed.

• Explanation: 1. The Board of Directors has submitted the parent company only and consolidated financial statements of the Corporation for the year ended December 31, 2022, which have been audited and approved by the Audit Committee after being reviewed and attested by CPAs Mao-Yi Hong and Ching-Piao Cheng from the firm of Ernst & Young Taiwan, along with the Business Report.

• Please refer to Attachments 1 (Pages 6-11), 2 (Page 12), and 3 (Pages 13-34) of the Handbook for the aforementioned Business Report, Audit Committee Review Report, Independent Auditors Report, and financial statements.

• The proposal is hereby submitted.

Resolution:

Case 2 Proposed by the Board

• Proposal: The Corporation's 2022 Deficit Compensation is hereby proposed.

• Explanation: 1. Handled pursuant to Article 23 of the Corporation's Articles of Incorporation.

• Please refer to Attachment 4 (Page 35) of the Handbook for the Deficit Compensation Statement.

• The proposal is hereby submitted.

Resolution:

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Discussions

Proposed by the Board

• Proposal: The amendment to the Corporation's Rules of Procedure for Shareholders Meetings is hereby proposed for discussion.

• Explanation: 1. In order to comply with the amendment of the official announcement TaiZheng-Zhi-Li-Zi No. 1110004250 from the Taiwan Stock Exchange Corporation and the actual needs of the Corporation, it is proposed to amend some provisions of the Corporation's Rules of Procedure for Shareholders Meetings.

• Please refer to Attachment 5 (Pages 36-56) and Appendix 1 (Pages 57-59) for the Table of Amended Provisions of the Rules of Procedure for Shareholders Meetings and Rules of Procedure for Shareholders Meetings (Before Amendment).

• The proposal is hereby submitted for discussion.

Resolution:

Extempore Motions

Adjournment

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Chapter 3 Attachments

Attachment I: 2022 Business Re ort p

Dear shareholders,

In 2022, Leofoo Travel Group's revenue reached NT$1,675,217,000. The global tourism and food and beverage markets continued to be affected by the COVID-19 pandemic, and their recovery was limited. Despite the challenges of almost zero international visitors and successive event cancellations and postponements, Leofoo still actively expanded its domestic tourism and stay-athome economy markets last year, expanded its new retail businesses, integrated its e-commerce channels, and extended its service reach. The Leofoo Village Theme Park also held regular celebrations and set a new record for admission to the Tombstone show on Halloween, providing more diverse travel options for the general public in Taiwan, which was well received by the market. The Corporation would like to hereby report the following operating results for 2022:

Article I 2022 Business Report

• (I) Business plan implementation results:

• Guanshi Headquarters

In 2022, the number of visitors to the Leofoo Village Theme Park was 1,170,669, an increase of 367,140 or 45.7% over 803,529 visitors in 2021. The occupancy rate of Leofoo Resort Guanshi was 42.2% in 2022, a decrease of 0.9% compared to the 43.1% seen in 2021. The operating income of Guanshi Headquarters was $1,114,396,000, of which $524,482,000, or 47.1% of the revenue, was from theme park operations, $205,918,000, or 18.5%, was from resort accommodation, $226,173,000, or 20.3%, was from food & beverage operations, $113,138,000, or 10.1%, was from retail sales, and $44,685,000, or 4.0%, was from other income sources.

1. Taipei Branch

In 2022, the former Leofoo Hotel officially began the reconstruction process for unsafe and old urban buildings.

1. Nangang Branch

In 2022, the Courtyard by Marriott Taipei was converted from a COVID-19 quarantine hotel back to a general hotel. The operating revenue of Nangang branch was $463,068,000, of which $224,110,000, or 48.4% of the revenue, was from hotel accommodation, $228,510,000, or 49.4%, was from food &

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beverage operations, and $10,448,000, or 2.2%, was from other income sources.

1. Changchun Branch

The occupancy rate of Leofoo Residences was 47.13% in 2022. The operating revenue of Changchun Branch was $89,762,000.

• (II) Consolidated financial statements:

• Assets, liabilities, and equity:

As of December 31, 2022, the Corporation's total assets amounted to $15,772,505,000, of which total liabilities amounted to $10,858,006,000, or 69% of total assets, and total equity amounted to $4,914,499,000, or 31% of total assets.

1. Profit and loss:

Operating revenues for 2022 were $1,675,217,000. After deducting operating costs of $1,269,988,000 (cost ratio of 76%) and the gross operating profit was $405,229,000 (gross margin of 24%). Operating expenses were $602,732,000 (expense ratio of 36%), net operating loss was $197,503,000 (operating loss ratio of 12%), non-operating expenses were $119,469,000, net loss from continuing operations before tax was $316,972,000 (pre-tax net loss ratio of 19%), and net loss after tax for the period was $316,972,000.

1. Budget implementation review:

In accordance with the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Corporation is not required to disclose financial forecast information for 2022, and there is thus no information on budget implementation is available for 2022.

Article II Summary of the business plan for 2023 and the Corporation's future development strategy

◎ Leofoo Village Theme Park

The Leofoo Village Theme Park owns the largest open safari park in Taiwan, including about 70 species and over 1,000 animals, providing the general public of Taiwan the opportunity to see the beauty of wildlife at close quarters. The park also features the unique "Sudan Rhino Bus" activity experience that leads people deeper into the rhino breeding research hub, which boasts the best breeding results in Asia, to see the rhino ecology for themselves. The park aims to create brand value

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differentiation with the theme of animals, to integrate the development of new type of amusement products and activities to open up new customer segments and channels, and to cooperate with partners from different industries for breakthroughs to trigger discussion and amplify our presence. attracting domestic visitors to revisit the park. The park's four theme villages of "The Wild West," "South Pacific," "Arabian Palace," and "African Tribe" can be called a true domestic fantasy land of a theme park. Aside from more than 30 exciting park rides, the park also features regular performances of various spectacular cabaret shows and parades, more than 10 five-star restaurants with a variety of authentic cuisine, as well as themed shops and more, all of which let visitors enjoy the fun and excitement offered by the theme villages in an environment of entertainment that feels like being taken back in time and creates an atmosphere that combines fantasy and reality.

In addition to planning various themed promotional activities for visitors of different age groups, the marketing strategy also includes inviting world-class professional performance groups such as international light sculpture teams to amplify the benefits and leave visitors with a deep impression of the park. The strategy also includes comprehensive planning of various supporting services for other businesses, integrating the industrial chain of dining, accommodation, tourism, shopping, and entertainment in the hope of boosting Leofoo's brand recognition and building a better, more diverse image for visitors, offering a new and refreshing experience every time they visit the park.

In the future, the Corporation will continue to invest great efforts in creating realistic experiences in the park, fully revitalizing the seasonal celebrations: Tombstone on Halloween, the garden party, Christmas, animal parties, mascot character IP development, etc. The Corporation has been planning various new and unique products, cooperating with partners in different industries to continue the creation of a theme park that creates the most laughter and touching memories through innovative technology, services, and emotional experiences, as well as with the diverse experience activities at the Leofoo Resort Guanshi, to meet the trend of becoming a multifaceted amusement park for the whole family. The ultimate goals are to become a vibrant and joyful producer in the minds of visitors and to achieve sustainable management.

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◎ Leofoo Water Park

Leofoo Water Park not only offers some 15 choices of great value water park rides, it is also the only water park in Taiwan features the characteristics of a Greek village style. Bringing together all the resources of Leofoo Village Theme Park to promote the enjoyment of activities both on water and on land, Leofoo Water Park is extremely popular among families with elementary school children, as well as among high school and college students. In the face of global climate change, summer temperatures are rising year after year and the demand for visiting water parks is increasing. With our well-trained staff, Leofoo Water Park will continue to provide the safest, highest quality, and most satisfying water recreation services to visitors.

◎ Leofoo Resort Guanshi

Leofoo Resort Guanshi is the best animal ecology hotel in Asia. The concept of the resort is "non-toxic, environmentally friendly, back-to-basics and private scenic spot," and it features an African safari and eco-friendly style, bringing together respect for nature, education, and entertainment. Taking a trip to the wild touches the hearts of visitors, as the resort gives them a new and unique vacation experience. Leofoo Resort Guanshi has become the leading brand among parent-child travel resorts, successfully leading a new trend in travel in Asia and building a deeper destination while also bringing comfort to every visitor. Cultural tour packages such as the farm-to-table food tour, bee keeping, the paddy field farming experience, and Hakka/tea factory visits have been planned and launched. In the future, through a sustainable operation model, the resort will act as the main body to link various types of travel in harmony with nature, forming a complete ecological vacation environment. The hotel is located right next to the Leofoo Village Theme Park, and is built to suit for the lives of the animals and its habitat. By just opening the window, hotel guests can see various kinds of free-range African herbivores, which makes the ecological tourism and traffic flow of the entertainment of the amusement park complete. The resort also extends on the overall resources and tourism charm of the Leofoo Village Theme Park.

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◎ Courtyard by Marriott Taipei

Leofoo Travel Group has successfully partnered with Courtyard by Marriott Hotel, an international brand under Marriott International, to bring a new international hotel chain to the Taiwan market. It is a rare large-scale property of more than 52,900 square meters to be located within Taipei City in recent years. It is located in the golden area between stations on the Taiwan Railway, Taiwan High Speed Rail, and Taipei Metro systems, and is a collection of shopping malls, office buildings, a and five-star tourist hotel. It combines the Group's food and beverage, bakery, property management, and construction resources, and is located near the Nangang Exhibition Hall and the Neihu Science Park. In addition to being a strong fit for the demands of group travel and conferences for tourists on business trips, the hotel is also co-organized official large-scale arts and cultural events and connected local community resources, creating a gateway to the tourist attractions of Northern and Eastern Taiwan developed with a focus on creating a resort hotel within the city.

◎ Leofoo Food

The Group is moving towards a new vision of retail catering, integrating virtual and physical channels. Reputable brands under the Group such as Moonlight Cantonese Restaurant, Leofoo Palace, Leofoo Hotel, Elite Bakery, and Elite Concept may be purchased all online to serve our loyal customers, offering 24-hour service during the COVID-19 pandemic. The products are also available in numerous physical stores such as Carrefour, and the concept is that everyone should be able to enjoy cuisine made by five-star chefs at home. The products we offer to our customers are based on the four major service principles of natural ingredients, healthy cooking, friendly to the Earth, and fresh local produce, giving our customers absolute safety when enjoying our products.

◎ Leofoo A+ Serviced Commercial Office Building

The building is housed in a reconstructed former Leofoo Hotel, creating a peopleoriented and environmentally sustainable A+ serviced commercial office building that combines high-quality hotel services managed by a group of professional consultants. Starting from Japanese-style precision a customized safety structure, integrating carbon reduction, people-oriented design, technology, business, and other features, Leofoo A+ Serviced Commercial Office Building will be a benchmark commercial office building in the Songjiang Nanjing business district. The building will receive five major domestic and international building labels,

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including the U.S. Green Building Council's LEED and WELL Building Standard certification, the Green Building Label, the Intelligent Building Label, and the Structure Accreditation Label. The building not only serves a sustainable building that takes care of the health of employees, but also offers strong personalized valueadded services. Through Leofoo's hotel-style serviced property management and the full support of a team of thousands of employees, Leofoo A+ Serviced Commercial Office Building provides a sophisticated service experience, and in response to the market changes brought about by the COVID-19 pandemic, the Group aims to build a novel office environment with a full range of smart technology and health concepts.

Article III Effect of external competition, the legal environment, and the overall business environment

The Group's management team is leading all employees to maintain consumer support and expectations of the Group's businesses. In the face of emerging hotels and amusement parks competing for a share of the tourism in the tourism industry, the Group is still actively launching various marketing programs, developing new customer segments, and actively expanding its external business locations. The Group continues to surpass itself, refine its services, and provide better and more comprehensive tourism products. Combining the elements of fashionable and international characteristics, the Group is committed to becoming the No. 1 tourism brand in consumers' hearts by cultivating the Taiwanese tourism market with a globalized vision. The Group also implements internal control management and active cost cutting in order to achieve the goal of maximizing profits; it has also been maintaining a sound financial structure. Looking ahead, the Group will not only strengthen its soft power, but also replace its physical facilities with new ones in order to provide customers with the best places to create wonderful memories, while also actively expanding its brands externally. The Group expects to continue to expand its revenue and generate greater profits for the Corporation to benefit the shareholders and live up to their expectations.

We wish you good health and all the best.

Leofoo Development Co., Ltd. Chairman: Feng-Ru Chuang President: Feng-Ru Chuang Accounting Supervisor: Ting-Wen Shih

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Attachment II: Audit Committee's Review Re ort p

Leofoo Development Co., Ltd. Audit Committee's Review Report

The Board of Directors has prepared the Corporation's 2022 Business Report, Financial Statements (including parent company only and consolidated financial statements), and proposal for deficit compensation. The CPAs Mao-Yi Hong and Ching-Piao Cheng from the Ernst & Young Taiwan were retained to audit the Corporation's Financial Statements (including parent company only and consolidated financial statements) and have issued an audit report relating to the Financial Statements.

The Business Report, Financial Statements (including parent company only and consolidated financial statements), and proposal for deficit compensation have been reviewed by the Audit Committee and no discrepancies have been found. The report is thus in accordance with Article 144 of the Securities and Exchange Act and Article 219 of the Company Act, and we hereby submit this report.

To

The Corporation's 2023 Annual Shareholders Meeting

Leofoo Development Co., Ltd.

Convener of the Audit Committee: Heng-Yih Liu

March 13, 2023

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Attachment III: Independent Auditors Report and Financial Statements

English Translation of Consolidated Financial Statements Originally Issued in Chinese

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors and Shareholders of

The Leofoo Development Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of The Leofoo Development Co., Ltd. and its subsidiaries (the “Group”) as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditor (please refer to the Other Matter – Making Reference to the Audit of a Component Auditor section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and their consolidated financial performance and cash flows for the years then ended, 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 by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic

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of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Non-financial Assets Impairment Assessment

The Group’s property, plant and equipment and right-of-use assets as of December 31, 2022 amounted to NT$9,164,897 thousand, accounting for 58% of the Group’s total assets and were material to the consolidated financial statements. As the Group’s actual performance was not as good as expected in recent years, management assessed impairment of property, plant and equipment and right-of-use assets. As the assessment of the recoverable amount of assets involved subjective judgement of the assumptions and estimation made by management, we therefore considered this a key audit matter. Our audit procedures included, but not limited to, evaluating the appropriateness of accounting policies for assets impairment, obtaining appraisal report of assessment on the right-of-use asset impairment performed by external specialists, evaluating the reasonableness of related assumptions the specialists used in the appraisal report (including assessment methods and citation guides), assessing and testing the reasonableness of its recoverable amount and checking the use of assets, confirming the time when specialists concluded the report, and considering if there were significant subsequent changes that may affect the conclusion of the report after report date. We have also assessed the adequacy of the related disclosures in Notes 4, 5 and 6 to the consolidated financial statements.

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Disclosure of Fair Value Measurement of Investment Property

The Group’s investment property as of December 31, 2022, amounted to NT$5,758,505 thousand, accounting for 37% of the Group’s total assets which was considered material to the consolidated financial statements. Since the fair value method is applied in subsequent measurement of investment property, the related evaluation method and process require significant professional judgement, estimation and assumption, we therefore considered disclosure of fair value measurement of investment property a key audit matter due to the significant effect on evaluation result of investment property if the related judgement, estimation and assumption are changed. Our audit procedures included, but not limited to, assessing the professional competence, independence, experience and reputation of the appraiser engaged by management to obtain an understanding whether the skills and abilities of the appraisers are trustworthy; reviewing the fair value measurement report by our internal specialists in the meantime to understand whether the measurement methods and assumptions complied with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and Regulations on Real Estate Appraisal and whether they are reasonable and consistent, evaluating relevance and reliance on data sources and key parameters (such as earnings ratio, discount rate, etc.) applied in appraisal report, checking the reasonableness of appraisal result, inquiring and recalculating to confirm accuracy of accounts entries. We have also assessed the adequacy of relavant in formation in Notes 4, 5 and 6 to the consolidated financial statements.

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of AMBASSDOR FILM INC., an indirectly invested associate accounted for under the equity method by the Group. The financial statements of AMBASSDOR FILM INC., as at December 31, 2022 and 2021, and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$15,518 thousand and NT$19,432 thousand as of December 31, 2022 and 2021 representing 0.10% and 0.12% of the Group’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(3,914) thousand and NT$(3,862) thousand representing 1.23% and 1.39% of the Group’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$0 thousand and NT$(41) thousand, representing 0.00% and 0.00% of the other comprehensive income, are based solely on the audit reports of other auditors.

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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 Group, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

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

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group 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.

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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 2022 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

We have audited and expressed an unqualified opinion on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2022 and 2021.

Hong, Mao-Yi

Cheng, Ching-Piao

Ernst & Young March 13[th] , 2023 Taipei, Taiwan, Republic of China

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 on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such consolidated financial statements are those generally accepted and applied in the Republic of China on Taiwan.

Accordingly, the accompanying consolidated 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.

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English Translation of Consolidated Financial Statements Originally Issued in Chinese

The Leofoo Development Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

As at December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars)

	Assets		December 31, 2022		December 31, 2021
Code	Accounts	Notes	Amount	%	Amount	%
1100 1150 1170 1200 130x 1410 1470 11xx 1517 1550 1600 1755 1760 1780 1840 1900 15xx 1xxx	Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Other current assets Total current assets Non-current assets Financial asset at fair value through other comprehensive income Investment accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred income tax assets Other non-current assets Total non-current assets Total Assets	4, 6(1) 4, 6(3) 4, 6(4), 7 7 4, 6(5) 8 4, 6(2) 4, 6(6) 4, 6(7), 8 4, 6(17) 4, 6(8), 8 4, 6(21) 6(9), 7, 8	$324,683 9 58,082 6,925 47,436 57,142 23,875 518,152 65,116 15,518 5,203,928 3,960,969 5,758,505 4,970 12,360 232,987 15,254,353 $15,772,505	2 - - - - 1 - 3 1 - 33 25 37 - - 1 97 100	$355,923 99 48,400 14,456 46,844 50,037 22,681 538,440 65,116 19,432 5,296,208 4,227,215 5,585,410 8,963 11,356 302,079 15,515,779 $16,054,219	2 - - - - 1 - 3 1 - 33 26 35 - - 2 97 100

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

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English Translation of Consolidated Financial Statements Originally Issued in Chinese

The Leofoo Development Co., Ltd. and Subsidiaries

Consolidated Balance Sheets (Continued)

As at December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

	Liabilities and Equity		December 31, 2022		December 31, 2021
Code	Accounts	Notes	Amount	%	Amount	%
2100 2150 2170 2220 2280 2322 2399 21xx 2540 2570 2580 2640 2670 25xx 2xxx 31xx 3100 3110 3200 3300 3310 3320 3350 3400 3xxx	Current liabilities Short-term loans Notes payable Accounts payable Other payables Lease liabilities Current portion of long-term liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred income tax liabilities Lease liabilities Net defined benefit liability Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity Total liabilities and equity	6(10), 8 7 7 4, 6(17) 6(11), 8 6(11), 8 4, 6(21) 4, 6(17) 4, 6(13) 6(12), 7 6(14) 6(14) 6(14)	$413,500 22,386 105,700 320 304,681 377,540 451,923 1,676,050 4,017,610 1,293,031 3,800,194 49,592 21,529 9,181,956 10,858,006 1,913,128 31,236 17,979 1,385,073 (1,868,133) 3,435,216 4,914,499 $15,772,505	3 - 1 - 2 2 3 11 26 8 24 - - 58 69 12 - - 9 (12 ) 22 31 100	$382,000 7,155 99,558 334 293,365 86,250 414,138 1,282,800 4,159,750 1,256,899 4,052,329 54,751 20,767 9,544,496 10,827,296 1,913,128 31,236 17,979 1,385,073 (1,552,791) 3,432,298 5,226,923 $16,054,219	2 - 1 - 2 - 3 8 26 8 25 - - 59 67 12 - - 9 (10 ) 22 33 100

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

20

English Translation of Consolidated Financial Statements Originally Issued in Chinese

The Leofoo Development Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

Code	Items		2022			2021
		Notes	Amount		%	Amount	%
4000 5000 5900 6000 6200 6450	Operating revenues Operating costs Gross profit Operating expenses General and administrative Expected credit gains (losses) Total operating expenses	4, 6(15), 7 6(5) 6(18), 7 4, 6(16)	$1,675,217 (1,269,988) 405,229 (599,767) (2,965) (602,732)		100 (76) 24 (36) - (36)	$1,256,999 (1,188,334) 68,665 (552,635) - (552,635)	100 (95) 5 (44) - (44)
6900	Net operating income (loss)		(197,503)		(12)	(483,970)	(39)
7000 7100 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8312 8360 8361 8370 8500 9750 9850	Non-operating incomes and expenses Interest income Other incomes Other gains or losses Finance costs Share of the profit or loss of associates and joint ventures accounted for using equity method Total non-operating incomes and expenses Income (loss) before income tax Income tax benefit (expense) Net income (loss) Other comprehensive income (loss) Items that not be reclassified to profit or loss Remeasurement of defined benefit plan Revaluation surplus Items that may be reclassified subsequently to profit or loss Exchange differences arising on translation of foreign operations Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method Other comprehensive income (loss), net of tax Total comprehensive income Basic earnings per share (in NT$) Diluted earningsper share(in NT$)	6(19) 6(19), 7 6(19) 6(19) 6(6) 4, 6(21) 6(20) 6(22) 6(22)	386 64,458 (5,895) (174,504) (3,914) (119,469) (316,972) - (316,972) 1,524 - 3,024 - 4,548 $(312,424) $(1.66) $(1.66)		- 4 - (11) - (7) (19) - (19) - - - - - (19)	68 154,291 228,017 (171,563) (3,862) 206,951 (277,019) 7 (277,012) 30,584 3,466,960 (819) (41) 3,496,684 $3,219,672 $(1.46) $(1.46)	- 12 18 (13) - 17 (22) - (22) 2 276 - - 278 256

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

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English Translation of Consolidated Financial Statements Originally Issued in Chinese

The Leofoo Development Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

Code	Items			Equity Attributable to Shareholders of the Parent	Equity Attributable to Shareholders of the Parent	Equity Attributable to Shareholders of the Parent	Equity Attributable to Shareholders of the Parent
				Retained Earnings				Others
		Common Stock	Capital Surplus	Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences Arising on Translation of Foreign Operations	Unrealized Gains (Losses) on Financial Assets Measured at Fair Value through Other Comprehensive Income	Revaluation Surplus	Total Equity
		3100	3200	3310	3320	3350	3410	3420	3460	3xxx
A1 D1 D3 D5 E1 Z1 D1 D3 D5 Q1 Z1	Balance as at January 1, 2021 Net loss for 2021 Other comprehensive income (loss) for 2021 Total comprehensive income (loss) Issuance of common stock in cash Balance as at December 31, 2021 Net loss for 2022 Other comprehensive income (loss) for 2022 Total comprehensive income (loss) Disposal of investments in equity instruments designated at fair value through other comprehensive income of subsidiaries, associates and joint ventures Balance as at December 31, 2022	$1,865,366 - 47,762 1,913,128 - $1,913,128	$- - 31,236 31,236 - $31,236	$17,979 - 17,979 - $17,979	$1,385,073 - 1,385,073 - $1,385,073	$(1,306,363) (277,012) 30,584 (246,428) (1,552,791) (316,972) 1,524 (315,448) 106 $(1,868,133)	$(1,758) (819) (819) (2,577) 3,024 3,024 $447	$(32,044) (41) (41) (32,085) - - (106) $(32,191)	$- 3,466,960 3,466,960 3,466,960 - - $3,466,960	$1,928,253 (277,012) 3,496,684 3,219,672 78,998 5,226,923 (316,972) 4,548 (312,424) - $4,914,499

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

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English Translation of Consolidated Financial Statements Originally Issued in Chinese

The Leofoo Development Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code	Items	2022	2021	Code	Items	2022	2021
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20900 A21200 A22300 A22500 A24600 A29900 A30000 A31130 A31150 A31180 A31200 A31230 A31240 A31990 A32130 A32150 A32190 A32230 A32240 A32990 A33000 A33100 A33300 AAAA	Cash flows from operating activities: Loss before income tax Adjustments: Profit or loss not effecting cash flows: Depreciation Amortization Expected credit losses (gains) Interest expenses Interest income Share of profit or loss of associates and joint ventures Loss (gain) on disposal of property, plant and equipment Loss (gain) on fair value adjustment of investment property Gain from changes in lease payments arising from the rent concessions Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Other non-current assets Notes payable Accounts payable Other payables－related parties Other current liabilities Net defined benefit liability Other non-current liabilities Cash generated from (used in) operations Interest received Interest paid Net cash provided by (used in) operating activities	$(316,972) 541,072 5,819 2,965 174,504 (386) 3,914 2,983 (1,462) (27,592) 90 (12,647) 7,531 (592) (7,097) (1,194) (883) 15,231 6,142 (14) 23,278 (3,635) 762 411,817 386 (174,850) 237,353	$(277,019) 560,987 11,327 - 171,563 (68) 3,862 (990) (230,716) (60,979) (89) (2,712) 1,303 (1,289) (3,255) 10,082 (2,927) (12,088) 5,609 18 42,143 (8,235) (1,013) 205,514 70 (171,341) 34,243	BBBB B02700 B02800 B03800 B04500 B05400 BBBB CCCC C00200 C01600 C01700 C04020 C04600 CCCC DDDD EEEE E00100 E00200	Cash flows from investing activities: Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Acquisition of investment properties Net cash provided by (used in) investing activities Cash flows from financing activities: Increase (Decrease) in short-term loans Proceeds from long-term loans Repayments of long-term loans Cash payments for the principal portion of lease liabilities Proceeds from issuance of common stock in cash Net cash provided by (used in) financing activities Effect of exchange rate changes Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	(111,348) 852 13,203 (1,385) (80,315) (178,993) 31,500 639,775 (490,625) (273,274) - (92,624) 3,024 (31,240) 355,923 $324,683	(93,837) 2,429 (13,815) (1,164) (357,193) (463,580) (123,000) 1,384,600 (621,200) (225,469) 78,998 493,929 (819) 63,773 292,150 $355,923

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

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors and Shareholders of

The Leofoo Development Co., Ltd.

Opinion

We have audited the accompanying parent-company-only balance sheets of The Leofoo Development Co., Ltd. (the “Company”) as of December 31, 2022 and 2021, and the related parentcompany-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).

In our opinion, based on the results of our audits and the report of other auditors (please refer to the － Other Matter Making Reference to the Audit of a Component Auditor section of our report), 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 December 31, 2022 and 2021, and their parent-company-only financial performance and cash flows for the years then ended, 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2022. 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.

Non-financial Assets Impairment Assessment

The Company’s property, plant and equipment and right-of-use assets as of December 31, 2022 amounted to NT$8,969,492 thousand, accounting for 57% of the Company’s total assets and were material to the Company’s parent-company-only financial statements. As the Company’s actual performance was not as good as expected in recent years, management assessed impairment of property, plant and equipment and right-of-use assets. As the assessment of the recoverable amount of assets involved subjective judgement of the assumptions and estimation made by management, we therefore considered this a key audit matter. Our audit procedures included, but not limited to, evaluating the appropriateness of accounting policies for assets impairment, obtaining appraisal report of assessment on the right-of-use asset impairment performed by external specialists, evaluating the reasonableness of related assumptions the specialists used in the appraisal report (including assessment methods and citation guides), assessing and testing the reasonableness of its recoverable amount and checking the use of assets, confirming the time when specialists concluded the report, and considering if there were significant subsequent changes that may affect the conclusion of the report after report date. We have also assessed the adequacy of the related disclosures in Notes 4, 5 and 6 to the parent-company-only financial statements.

Disclosure of Fair Value Measurement of Investment Property

The Company’s investment property as of December 31, 2022, amounted to NT$5,787,622 thousand, accounting for 37% of the Company’s total assets which was considered material to the Company’s parent-company-only financial statements. Since the fair value method is applied in subsequent measurement of investment property, the related evaluation method and process require significant professional judgement, estimation and assumption, we therefore considered disclosure of fair value measurement of investment property a key audit matter due to the significant effect on evaluation result of investment property if the related judgement, estimation and assumption are

25

changed. Our audit procedures included, but not limited to, assessing the professional competence, independence, experience and reputation of the appraiser engaged by management to obtain an understanding whether the skills and abilities of the appraisers are trustworthy; reviewing the fair value measurement report by our internal specialists in the meantime to understand whether the measurement methods and assumptions complied with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and Regulations on Real Estate Appraisal and whether they are reasonable and consistent, evaluating relevance and reliance on data sources and key parameters (such as earnings ratio, discount rate, etc.) applied in appraisal report, checking the reasonableness of appraisal result, inquiring and recalculating to confirm accuracy of accounts entries. We have also assessed the adequacy of relavant in formation in Notes 4, 5 and 6 to the parent-company-only financial statements.

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of AMBASSDOR FILM INC., an indirectly invested associate accounted for under the equity method by the Company. The financial statements of AMBASSDOR FILM INC. as at December 31, 2022 and 2021, and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$15,518 thousand and NT$19,432 thousand as of December 31, 2022 and 2021 representing 0.10% and 0.12% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(3,914) thousand and NT$(3,862) thousand representing 1.23% and 1.39% of the Company’s net loss before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$0 thousand and NT$(41) thousand, representing 0.00% and 0.00% of the other comprehensive income, are based solely on the audit reports of other auditors.

Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly 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.

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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.

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

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

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

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

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

2. 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

3. 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.

4. 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 company 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 2022 parent-company-only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,

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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.

Hong, Mao-Yi

Cheng, Ching-Piao

Ernst & Young March 13[th] , 2023 Taipei, Taiwan, Republic of China

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 on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such parent-company-only financial statements are those generally accepted and applied in the Republic of China on Taiwan.

Accordingly, the accompanying parent-company-only 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

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese The Leofoo Development Co., Ltd.

Parent-Company-Only Balance Sheets As at December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars)

	Assets		December 31, 2022	December 31, 2022	December 31, 2021	December 31, 2021
Code	Accounts	Notes	Amount	%	Amount	%
1100 1150 1170 1200 130x 1410 1470 11xx 1517 1550 1600 1755 1760 1780 1840 1900 15xx	Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income Investment accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred income tax assets Other non-current assets Total non-current assets Total Assets	4, 6(1) 4, 6(3), 7 4, 6(4), 7 7 4, 6(5) 8 4, 6(2) 4, 6(6) 4, 6(7), 8 4, 6(17) 4, 6(8), 8 4, 6(21) 6(9), 7, 8	$205,382 422 57,920 7,588 39,811 55,935 20,306 387,364 65,116 123,526 5,177,256 3,792,236 5,787,622 4,938 12,360 236,042 15,199,096 $15,586,460	1 - - - - 1 - 2 1 1 33 24 37 - - 2 98 100	$276,044 425 48,371 15,482 37,798 49,503 22,480 450,103 65,116 98,373 5,274,809 4,021,667 5,585,410 8,963 11,356 313,852 15,379,546 $15,829,649	2 - - - - 1 - 3 1 1 33 25 35 - - 2 97 100

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

30

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese The Leofoo Development Co., Ltd.

Parent-Company-Only Balance Sheets (Continued) As at December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars)

	Liabilities and Equity		December 31,2022	December 31,2022	December 31,2021	December 31,2021
Code	Accounts	Notes	Amount	%	Amount	%
2100 2150 2170 2220 2280 2322 2399 21xx 2540 2570 2580 2640 2670 25xx 2xxx 31xx 3100 3110 3200 3300 3310 3320 3350 3400 3xxx	Current liabilities Short-term loans Notes payable Accounts payable Other payables - related parties Lease liabilities Current portion of long- term liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred income tax liabilities Lease liabilities Net defined benefit liability Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity Total liabilities and equity	6(10), 8 7 7 4, 6(17) 6(11), 8 6(11), 8 4, 6(21) 4, 6(17) 4, 6(13) 6(12), 7 6(14) 6(14) 6(14)	$413,500 1,215 85,298 39,328 267,762 377,540 447,768 1,632,411 4,017,610 1,293,031 3,658,176 49,592 21,141 9,039,550 10,671,961 1,913,128 31,236 17,979 1,385,073 (1,868,133) 3,435,216 4,914,499 $15,586,460	2 - 1 - 2 2 3 10 26 8 24 - - 58 68 13 - - 9 (12) 22 32 100	$382,000 1,195 85,414 14,657 257,234 86,250 411,020 1,237,770 4,159,750 1,256,899 3,873,392 54,751 20,164 9,364,956 10,602,726 1,913,128 31,236 17,979 1,385,073 (1,552,791) 3,432,298 5,226,923 $15,829,649	2 - - - 2 1 3 8 26 8 25 - - 59 67 12 - - 9 (10) 22 33 100

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

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

The Leofoo Development Co., Ltd.

Parent-Company-Only Statements of Comprehensive Income For the Years Ended December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

Code	Accounts	Notes	2022		2021
			Amount	%	Amount	%
4000 5000 5900 6000 6200 6450	Operating revenues Operating costs Gross profit Operating expenses General and administrative Expected credit gains (losses) Total operating expenses	6(15) 6(5) 6(18),7 6(16)	$1,667,226 (1,229,606) 437,620 (623,166) (2,965) (626,131)	100 (74) 26 (37) - (37)	$1,248,931 (1,146,286) 102,645 (579,998) - (579,998)	100 (92) 8 (46) - (46)
6900	Net operating income (loss)		(188,511)	(11)	(477,353)	(38)
7000 7100 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8312 8360 8361 8370 8500 9750 9850	Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of the profit or loss of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses Income (loss) before income tax Income tax benefit (expense) Net income (loss) Other comprehensive income (loss) Items that not be reclassified to profit or loss Remeasurement of defined benefit plan Revaluation surplus Items that may be reclassified subsequently to profit or loss Exchange differences arising on translation of foreign operations Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method Other comprehensive income, net of tax Total comprehensive income Basic earnings per share (in NT$) Diluted earningsper share (in NT$)	6(19) 6(19),7 6(19) 6(19) 6(6) 4,6(21) 6(20) 6(22) 6(22)	305 65,271 (5,952) (170,214) (17,871) (128,461) (316,972) - (316,972) 1,524 - 3,024 - 4,548 $(312,424) $(1.66) $(1.66)	- 4 - (10) (1) (7) (18) - (18) - - - - - (18)	57 154,575 228,019 (166,507) (15,810) 200,334 (277,019) 7 (277,012) 30,584 3,466,960 (819) (41) 3,496,684 $3,219,672 $(1.46) $(1.46)	- 12 18 (13) (1) 16 (22) - (22) 2 278 - - 280 258

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

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese The Leofoo Development Co., Ltd.

Parent-Company-Only Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code	Items	Common Stock	Capital Surplus	Retained Earnings	Retained Earnings	Retained Earnings	Other Components of equity	Other Components of equity	Other Components of equity	Total Equity
				Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences Arising on Translation of Foreign Operations	Unrealized Gains (Losses) on Financial Assets Measured at Fair Value through Other Comprehensive Income	Revaluation Surplus
		3100	3200	3310	3320	3350	3410	3420	3460	3XXX
A1 D1 D3 D5 E1 Z1 D1 D3 D5 Q1 Z1	Balance as at January 1, 2021 Net loss for 2021 Other comprehensive income (loss) for 2021 Total comprehensive income (loss) Issuance of common stock in cash Balance as at December 31, 2021 Net loss for 2022 Other comprehensive income (loss) for 2022 Total comprehensive income (loss) Disposal of investments in equity instruments designated at fair value through other comprehensive income of subsidiaries, associates and joint ventures Balance as at December 31, 2022	$1,865,366 - 47,762 1,913,128 - $1,913,128	$- - 31,236 31,236 - $31,236	$17,979 - 17,979 - $17,979	$1,385,073 - 1,385,073 - $1,385,073	$(1,306,363) (277,012) 30,584 (246,428) (1,552,791) (316,972) 1,524 (315,448) 106 $(1,868,133)	$(1,758) (819) (819) (2,577) 3,024 3,024 $447	$(32,044) (41) (41) (32,085) - - (106) $(32,191)	$- 3,466,960 3,466,960 3,466,960 - - $3,466,960	$1,928,253 (277,012) 3,496,684 3,219,672 78,998 5,226,923 (316,972) 4,548 (312,424) - $4,914,499

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

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese The Leofoo Development Co., Ltd.

Parent-Company-Only Statements of Cash Flows For the Years Ended December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code	Items		2022		2021	Code	Items		2022		2021
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20900 A21200 A22300 A22500 A24600 A29900 A30000 A31130 A31150 A31180 A31200 A31230 A31240 A31990 A32130 A32150 A32190 A32230 A32240 A32990 A33000 A33100 A33300 AAAA	Cash flows from operating activities: Loss before income tax Adjustments: Profit or loss not effecting cash flows: Depreciation Amortization Expected credit losses (gains) Interest expenses Interest income Share of profit or loss of subsidiaries, associates and joint ventures Loss (gain) on disposal of property, plant and equipment Loss (gain) on fair value adjustment of investment property Gain from changes in lease payments arising from the rent concessions Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Other non-current assets Notes payable Accounts payable Other payables－related parties Other current liabilities Net defined benefit liability Other non-current liabilities Cash generated from (used in) operations Interest received Interest paid Net cashprovided by (used in)operatingactivities		$(316,972) 506,299 5,817 2,965 170,214 (305) 17,871 3,039 (1,462) (27,592) 3 (12,514) 7,894 (2,013) (6,424) 2,174 (800) 20 (116) 24,671 22,899 (3,635) 977 393,010 305 (170,560) 222,755		$(277,019) 527,119 11,327 - 166,507 (57) 15,810 (990) (230,716) (60,979) (413) (2,597) 908 (1,468) 2,664 9,144 (2,927) (2,937) 9,046 (5,377) 41,936 (8,235) (1,275) 189,471 59 (166,285) 23,245	BBBB B01800 B02700 B02800 B03800 B04500 B05400 BBBB CCCC C00200 C01600 C01700 C04020 C04600 CCCC EEEE E00100 E00200	Cash flows from investing activities: Acquisition of investment accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Acquisition of investment properties Net cash provided by (used in) investing activities Cash flows from financing activities: Increase (Decrease) in short-term loans Proceeds from long-term loans Repayments of long-term loans Cash payments for the principal portion of lease liabilities Proceeds from issuance of common stock in cash Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period		(40,000) (100,140) 795 13,204 (1,351) (109,432) (236,924) 31,500 639,775 (490,625) (237,143) - (56,493) (70,662) 276,044 $205,382		- (100,375) 2,429 (13,815) (1,164) (357,193) (470,118) (123,000) 1,384,600 (621,200) (190,763) 78,998 528,635 81,762 194,282 $276,044

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

34

Attachment IV: 2022 Deficit Com ensation Statement p

Leofoo Development Co., Ltd.

Deficit Compensation Statement 2022

(Unit: NT$)

Leofoo Development Co., Ltd. Deficit Compensation Statement 2022	(Unit: NT$)
Items	Total
Deficit yet to be compensated at the beginning of the period	(1,552,790,947)
Add: Remeasurement of defined benefit plan	1,523,783
Disposal of equity instrument at FVOCI	106,065
Subtract: Net loss after tax for current period	(316,971,742)
Deficit yet to be compensated at the end of the period	(1,868,132,841)

Chairman: Feng-Ru Chuang

President: Accounting Supervisor: Feng-Ru Chuang Ting-Wen Shih

35

Attachment V: Table of Amended Provisions of the Rules of Procedure for Shareholders Meetin s g

Leofoo Development Co., Ltd.

Rules of Procedure for Shareholders Meetings

Articles after amendment	Articles before amendment	Amendment description
Article I Therules ofprocedure for the Corporation's shareholders meetings, except where otherwise provided by law, regulation,or the Articles of Incorporation,shall be as provided in these Rules.	Article I The rules of procedure for the Corporation's shareholders meetings, except where otherwise provided by law or regulation, shall be as provided in these Rules.	The wording is amended, as the Articles of Incorporation shall be complied with if the rules have already been stipulated therein.
Article II Unless otherwise provided by law or regulation, the Corporation's shareholders meetings shall be convened by the Board of Directors. Changes to how the Corporation convenes its shareholders meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders meeting notice. The Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of an annual shareholders meeting or before 15 days before the date of an extraordinary shareholders meeting. The Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the Corporation has paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders		The original article is moved to Article 5. Newly added 1. Changes in the method and mode of convening shareholders meetings shall be resolved by the Board of Directors and shall be made prior to the mailing of the notice of the shareholders meeting 2. In accordance with Article 6 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public

36

Articles after amendment	Articles before amendment	Amendment description
reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the annual shareholders meeting. In addition, before 15 days prior to the date of the shareholders meeting, the Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Corporation and the professional shareholder services agent designated thereby. The Corporation shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting: 1. For physical shareholders meetings, to be distributed on-site at the meeting. 2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform. 3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the		Companies announced on December 16, 2021, the sending of the meeting documents in the form of electronic files shall be completed 30 days prior to the shareholders meeting if all conditions are met 3. Specify the manner in which the meeting handbook and supplementary information of the meeting will be made available to shareholders

37

Articles after amendment	Articles before amendment	Amendment description
essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extempore motion. Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to the Corporation a proposal for discussion at an annual shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the Corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. Prior to the book closure date before an annual shareholders meeting is held, the Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a

38

Articles after amendment	Articles before amendment	Amendment description
shareholders meeting, the Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article III For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. If, after a proxy form is delivered to the Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.		The original articles are moved to Articles 8 and 11. It is added and specified that after a shareholder who has appointed a proxy to attend a shareholders meeting and wishes to attend by video instead, said shareholder shall submit a written notice of proxy cancellation to the Corporation two days before the shareholders meeting.
Article IV (Principles determining the time and place of a shareholders meeting) The venue for a shareholders meeting shall be the premises of the Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3p.m.Full consideration	Article IV The venue for a shareholders meeting shall be the premises of the Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.	Newly amended 1. The time and place of the shareholders meeting shall take into account the opinion of the independent

39

Articles after amendment	Articles before amendment	Amendment description
shall be given to the opinions of the independent directors with respect to the place and time of the meeting. The restrictions on the place of the meeting shall not apply when the Corporation convenes a virtual-only shareholders meeting.		directors. 2. Virtual-only shareholders meetings are not restricted to any meeting locations or venues.
meeting.
Article V (Preparation of documents such as the attendance book) The Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors, and proxies (collectively"shareholders") will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attending the shareholders meeting in person. Shareholders shall be deemed in attendance at shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. The shareholders meeting shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of	Article 2, first half The shareholders meeting shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.	The original article is moved to Article 6. 1. The original Article 2, first half and Article 12, Paragraph 1 are adjusted to Article 5 with reference to the sample template announced by the competent authority. 2. The registration time and procedure for shareholders wishing to attend the meeting online are specified 3. Shareholders wishing to attend the meeting online shall register with the Corporation two days before the meeting date 4. In the event of a virtual shareholders meeting, the Corporation shall upload the meeting documents to the virtual

40

Articles after amendment	Articles before amendment	Amendment description
directors, pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting.When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Corporation two days before the meeting date. In the event of a virtual shareholders meeting, the Corporation shall upload the meeting agenda book, annual report, and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.	Article 12, Paragraph 1 When a juristic personis appointed toattend as proxy,said juristic personmay designate only one person to represent it in the meeting.	meeting platform; in addition, the order of the paragraphs is adjusted.
Article V-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice) To convene a virtual shareholders meeting, the Corporation shall include the following particulars in the shareholders meeting notice: 1. How shareholders attend the virtual meeting and exercise their rights. 2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disaster, accident, or other force majeure events, at least covering the following particulars: (1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume. (2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session. (3) In case of a hybrid shareholders meeting, when the virtual		Newly added the procedures of convening virtual shareholders meetings and particulars to be included in shareholders meeting notice

41

	Articles after amendment	Articles before amendment	Amendment description
3.	(4) To con
	specified.
Article VI (The chair and non-voting participants of a shareholders meeting) If a shareholders meeting is convened by the Board of Directors,the meeting shall be chaired by the chairman of the Board. When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation,		Article V The shareholders meeting shall be chaired by the chairman of the Board. When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a shareholders meeting	1. The original Articles 5 and 6 are adjusted to Article 6 with reference to the sample template announced by the competent authority. 2. Amended in accordance with Article 6, Paragraph 2 of the Corporate Governance Best Practice Principles for

42

Articles after amendment	Articles before amendment	Amendment description
the managing directors or the directors shall select from among themselves one person to serve as chair. When a managing director or a director serves as chair as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Corporation. The same shall be true for a representative of a juristic person director that serves as chair. It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairman of the Board in person and attended by a majority of the directors and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. Ifa shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend shareholders meetings in a non-votingcapacity.	is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. Article VI The Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend shareholders meetings in a non-votingcapacity.	TWSE/TPEx Listed Companies.
Article VII (Documentation of a shareholders meeting by audio or video) The Corporation, beginning from the time it acceptsshareholderattendance registrations, shall make anuninterruptedaudio and video recording of theregistration procedure,the proceedings of the shareholders meeting, and thevoting and vote counting procedures. The recorded materials of the preceding paragraph shallbe retained for at least one year.If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders meeting is held online, the Corporation shall keep records of shareholder registration, sign-in, check-in,	Article VII The Corporation shallmakean uninterrupted audio and video recording of the shareholdersmeetingin its entirety, and the recorded materials shall be retained for at least one year.	Amended the wording pertaining to keeping the audio or video recording of the shareholders meetings and to add the provisions related to virtual shareholders meetings.

43

Articles after amendment	Articles before amendment	Articles before amendment	Amendment description
questions raised, votes cast and results of votes counted by the Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting. In case of a virtual shareholders meeting, the Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article VIII Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in,and the shares checked in on the virtual meeting platform,plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting timeand disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If a quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Corporation shall also declare the meeting adjourned on the virtual meeting platform. If a quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of	Article III Attendanceand votingat a shareholders meeting shall be calculated based the number of shares. Article II, second half The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically. Article VIII The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If a quorum is not met after two postponements, 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. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by thegeneral meeting pursuant to Article 174 of the Company Act.		1. The original Article 3; Article 2, second half; and Article 8 are adjusted to Article 8 with reference to the sample template announced by the competent authority. 2. It is specified that the number of shares of shareholders who attend online and have completed attendance registration shall be added to the calculation of the total number of shares in attendance at virtual shareholders meetings. 3. In the event

44

Articles after amendment	Articles before amendment	Amendment description
the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register with the Corporation in accordance with Article 5. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by theshareholders meeting pursuant to Article 174 of the Company Act.		that the chair announces that the meeting adjourned for a virtual shareholders meeting, the Corporation shall also announce the adjournment of the meeting on the video conference platform of the shareholders meeting to notify all shareholders immediately. 4. If the Corporation resolves to convene a separate shareholders meeting by a tentative resolution, shareholders who wish to attend the meeting online shall register with the Corporation.
Article IX If a shareholders meeting is convened by the Board of Directors,the meeting agenda shall be set by the Board.Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda).The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of	Article IX The meeting agenda of a shareholders meeting shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda (including extempore motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the majority of the votes represented bythe attendingshareholders	1. The original Articles 9 and 14 are adjusted to Article 9 with reference to the sample template announced by the competent authority. 2. The rules for discussion of motions are specified.

45

Articles after amendment	Articles before amendment	Amendment description
Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agendaof the preceding two paragraphs(including extempore motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure,the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures,by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chairshall allow ample opportunity during the meeting for explanation and discussionof proposals and of amendments or extempore motions put forward by the shareholders;when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.	mayelect a chair, and then continue the meeting. After the adjournment of said meeting, shareholders shall not elect another chair to hold another meeting at the same place or at any other place. Article XIV When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
Article X (Shareholder speech) Before speaking, an attending shareholder must specifyon a speaker's slipthe subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stopanyviolation.	Article X Before speaking, an attending shareholder must specify the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. Article XI Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item,the	1. The original Articles 10; 11; 12, Paragraph 2; and 13 are adjusted to Article 10 with reference to the sample template announced by the competent authority. 2. The manner, procedures, and restrictions for shareholders' questions at virtual shareholders meetings are clearly defined. 3. In order to help understand the content of shareholders' questions,the

46

Articles after amendment	Articles before amendment	Amendment description
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing on the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply. As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.	chair may terminate the speech. Article 12, Paragraph 2 When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. Article XIII After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.	Corporation may reject questions that are not related to the topics of the shareholders meeting, but other questions related to the topics of the shareholders meeting shall be disclosed on the virtual meeting platform.
Article XI (Calculation of voting shares and recusal system) Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting		The original article is moved to Article 10. The calculation of the number of votes and the recusal mechanism are newly promulgated.

47

Articles after amendment	Articles before amendment	Amendment description
rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article XII A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non- voting shares under Article 179, Paragraph 2 of the Company Act. When the Corporation holds a shareholders meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Corporation avoid the submission of extempore motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that		The original articles are moved to Articles 5 and 10. 1. The original Articles 17; 18; and 15, Paragraph 1 are adjusted to Article 12 with reference to the sample template announced by the competent authority. 2. The methods of voting, monitoring, and counting votes of proposals are specified. 3. It is stated that if shareholders, after exercising their voting rights in writing or electronically, wish to attend a shareholders meeting online instead, they shall first revoke them in the same manner as the exercise of their voting rights. 4. When a virtual shareholders meeting is convened,in

48

Articles after amendment	Articles before amendment	Amendment description
time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the Corporation's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announcedon- site at the meeting, and a record made of the vote. When the Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes	Article XVII Except as otherwise provided in the Company Act and in the Corporation's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. Article XVIII When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Article XV, Paragraph 1 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Corporation.Voting results shallbemade knownon-site immediately and recorded in writing.	order to allow shareholders participating online to have sufficient time to vote, voting on each proposed motion is allowed from the time of the chair calling the meeting to order to the time the end of voting is announced, and the counting of votes must be done in a single count to accommodate the voting time of shareholders participating online. 5. For a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If

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Articles after amendment	Articles before amendment	Amendment description
on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed to have abstained from voting. In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. When the Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extempore motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.		their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
Article XIII The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.		The original article is moved to Article 10. The election issues and the preservation of ballots are specified.
Article XIV Matters relating to the resolutions of a	Article XV, Paragraph 2 The Corporation maydistribute the meeting	The original article is moved to Article

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Articles after amendment	Articles before amendment	Amendment description
shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Corporation. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's full names, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents, or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, in addition to compliance with the requirements in the preceding paragraph, the Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.	minutes of the preceding paragraph by means of a public announcement made through the MOPS.	9. 1. The meeting minutes and their signing/sealing are specified. 2. The original Article 15, Paragraph 2 is adjusted to Article 14, Paragraph 2 with reference to the sample template announced by the competent authority. 3. Alternative measures available to shareholders suffering from the digital divide shall be specified in the meeting minutes.
Article XV (Public disclosure) On the day of a shareholders meeting, the Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies, and the number of shares represented by shareholders attending		The original articles are moved to Articles 12 and 14. This newly added article specifies the relevant provisions for disclosing

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Articles after amendment	Articles after amendment	Articles before amendment	Amendment description
the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event of a virtual shareholders meeting, the Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under the Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.			information.
Article XVI (Maintaining order at the meeting place) Staff handling administrative affairs of a shareholders meeting shall wear identification cards or armbands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear identification cards or armbands bearing the word "Proctor." At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Corporation, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.		Article XIX The chair may direct the proctors(or security personnel)to help maintain order at the meeting place. When proctors(or security personnel)help maintain order at the meeting place, they shall weara uniform or armband bearing the word "Proctor."	The original article is moved to Article 17. 1. The maintenance of the order of the meeting place is specified. 2. The original Article 19 is adjusted to Article 16, Paragraph 2 with reference to the sample template announced by the competent authority.
Article XVII	(Recess and resumption of a shareholders meeting)	Article XVI Duringa meeting,the chair mayannounce a	The original article is moved to Article

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Articles after amendment	Articles before amendment	Amendment description
Whena meetingis in progress,the chair may announce a break based on time considerations.If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.	break based on time considerations.	12. 1. The original Article 16 is adjusted to Article 17, Paragraph 1 with reference to the sample template announced by the competent authority. 2. The rules for recess and resumption of a shareholders meeting are specified.
Article XVIII (Disclosure of information at virtual meetings) In the event of a virtual shareholders meeting, the Corporation shall disclose real- time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.		The original article is moved to Article 12. The rules for disclosure of information at virtual meetings are specified.
Article XIX (Location of the chair and secretary of virtual-only shareholders meeting) When the Corporation convenes a virtual- only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.		The original article is moved to Article 16. The newly added article specifies that the chair and secretary of a virtual-only shareholders meeting shall be in the same location.
Article XX (Handling of disconnection) In the event of a virtual shareholders meeting, the Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve technical issues with communication. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a		The new article is added to reduce the telecommunication problems of virtual shareholders meetings.

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Articles after amendment	Articles before amendment	Amendment description
circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. During a postponed or resumed session of a shareholders meeting held per the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, nor for the list of elected directors. When the Corporation convenes a hybrid shareholders meeting and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then

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Articles after amendment	Articles before amendment	Amendment description
the shareholders meeting shall continue, and no postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. When postponing or resuming a meeting according to the second paragraph, the Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2; Article 44-15; and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Corporation shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article XXI (Handling of the digital divide) When convening a virtual-only shareholders meeting, the Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.		The new article is added to provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online when convening a virtual-only shareholders meeting.
Article XXII (Effecting the Rules) These Rules shall take effect after having		Newly amended The unit

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Articles after amendment	Articles before amendment	Amendment description
been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.		responsible for amending these Rules is specified.

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Chapter 4 Appendices

Appendix I. Rules of Procedure for Shareholders Meetings (Before Amendment)

Leofoo Development Co., Ltd.

Rules of Procedure for Shareholders Meetings

• I. The rules of procedure for the Corporation's shareholders meetings, except where otherwise provided by law or regulation, shall be as provided in these Rules.

• II. The shareholders meeting shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.

• III. Attendance and voting at a shareholders meeting shall be calculated based the number of shares.

• IV. The venue for a shareholders meeting shall be the premises of the Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

• V. The shareholders meeting shall be chaired by the chairman of the Board. When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

• VII. The Corporation shall make an uninterrupted audio and video recording of the shareholders meeting in its entirety, and the recorded materials shall be retained for at least one year.

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• VIII. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If a quorum is not met after two postponements, 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. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the general meeting pursuant to Article 174 of the Company Act.

• IX. The meeting agenda of a shareholders meeting shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda (including extempore motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the majority of the votes represented by the attending shareholders may elect a chair and then continue the meeting.

After the adjournment of said meeting, shareholders shall not elect another chair to hold another meeting at the same place or at any other place.

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

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

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XII. When a juristic person is appointed to attend as proxy, said juristic person may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. XIV. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. XV. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Corporation. Voting results shall be made known on-site immediately and recorded in writing.

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

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

XVIII. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. XIX. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear a uniform or armband bearing the word "Proctor."

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A endix II.Articles of Incor oration pp p

Leofoo Development Co., Ltd.

Articles of Incorporation

Chapter 1 General Provisions

Article I

Article II

The Corporation shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be Leofoo Development Co., Ltd.

The scope of business of the Corporation is:

1. A101020 Growing of Crops

2. A102020 Agricultural Products Preparations

3. A401020 Raising of Livestock and Poultry

4. C201010 Feed Manufacturing

5. F103010 Wholesale of Animal Feeds

6. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories

7. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures

8. F199990 Other Wholesale Trade

9. F202010 Retail Sale of Feeds

10. F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories

11. F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures

12. F299990 Retail Sale of Other Products

13. F301010 Department Stores

14. F301020 Supermarkets

15. F401010 International Trade

16. F501060 Restaurants

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1. G202010 Parking Area Operators

2. H701010 Housing and Building Development and Rental

3. H701050 Investment, Development and Construction in Public Construction

4. H701060 New Towns, New Community Development

5. H701080 Urban Renewal Reconstruction

6. H701090 Urban Renewal Renovation or Maintenance

7. H702010 Construction Manager

8. H703090 Real Estate Business

9. H703100 Real Estate Leasing

10. I103060 Management Consulting

11. I501010 Product Designing

12. I503010 Landscape and Interior Designing

13. J202010 Industry Innovation and Incubation Services

14. J403010 Motion Picture Projection

15. J601010 Arts and Literature Service

16. J701010 Electronic Game Arcades

17. J701020 Amusement Parks

18. J701040 Recreational Activities Venue

19. J799990 Other Recreational Services

20. J801010 Golf Course

21. J801030 Athletics and Recreational Sports Stadium

22. J901011 Tourist Hotel

23. J901020 Regular Hotel

24. J904011 Tourist Amusement

25. JE01010 Rental and Leasing 42. JZ99050 Agency Services 43. JZ99070 Tailoring Service

26. JZ99080 Beauty and Hairdressing Services 45. C802090 Manufacture of Cleaning Preparations

27. F208050 Retail Sale of Over-the-counter Drugs Class B

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1. F108031 Wholesale of Medical Devices

2. F208031 Retail Sale of Medical Apparatus

3. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. Article Ⅱ-1 The Corporation may provide external guarantees and reinvest if needed for its business. The total amount of the reinvestment may exceed 40% of the Company's paid-in capital. Article III The Corporation is located in Hsinchu County, Taiwan Province, R.O.C., and may set branch institutions domestically or overseas with approval from the Board of Directors in the form of a resolution.

Chapter 2

Capital Stock

Article IV The total capital stock of the Corporation is NT$3,800,000,000 divided into 380,000,000 shares of NT$10 per share. The Board of Directors is authorized to issue the unissued shares among them separately. Article V The Corporation may issue shares without printing share certificates, but should contact a centralized securities depository enterprise for the registration of these shares. Article VI The Corporation handles stock affairs in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies, unless unspecified otherwise by laws and securities regulations. Article VII Deleted. Article VIII The entries in the roster of shareholders shall not be altered within 60 days prior to the convening date of an annual shareholders meeting, or within 30 days prior to the convening date of an extraordinary shareholders meeting, or within five days prior to the reference date fixed by the Corporation for distribution of dividends, bonuses, or other benefits. The period referred to in the preceding paragraph shall be counted from the convening date or the reference date.

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Chapter 3 Shareholders Meetings

Article IX The Company's shareholders meetings are of two kinds: (1) annual meetings and (2) extraordinary meetings. The Board of Directors shall convene said meetings unless otherwise provided in the Company Act. Annual shareholders meetings are held once every year and shall be convened within six months after the end of each fiscal year. However, if there are justified reasons for postponing the meetings and that the postponement has been reported to the competent authority and has obtained approval, it is not subject to this limitation. Extraordinary shareholders meetings are convened when needed according to relevant laws and regulations. Article IX-1 The Company's shareholders meetings can be held by means of videoconferecing or other methods promulgated by the Ministry of Economic Affairs.

Article X Shareholders who cannot attend a shareholders meeting can provide power of attorney provided by the Corporation to authorize a proxy to attend the meeting pursuant to Article 177 of the Company Act. Matters related to the use of the power of attorney shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings.

Article XI If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman of the Board. When the chairman of the Board is on leave or for any reason unable to attend the meeting, the vice chairman shall act in place of the chairman; if the chairman and the vice chairman of the Board is on leave or for any reason unable to attend the meeting, the chairman shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.

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

• Article XII Shareholders are entitled to one vote per each share of the stock of the Corporation they hold, excluding those entitled to no right to vote as listed in Article 179, Paragraph 2 of the Company Act.

• Article XIII Unless required by laws and regulations, a resolution of a shareholders meeting shall be adopted if the meeting is attended by shareholders representing more than one half of the total issued and outstanding shares of the Corporation and more than one half of the attended shareholders approved it by vote.

• Article XIV Resolutions of shareholders meetings shall be recorded in the meeting minutes and handled in accordance with Article 183 of the Company Act.

Chapter 4 Directors and Managerial Officers

• Article XV There are five to seven directors on the Board of Directors of the Corporation (including independent directors). The Corporation adopts a candidate nomination system for election of the directors and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The term of a director is three years and they may be re-elected. In the director quota of the preceding paragraph, the number of directors shall include no less than three independent director members, and no less than one fifth of the director seats shall be held by independent directors. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination, and other matters for compliance with respect to independent directors shall be prescribed by the competent authority of securities and the Corporation.

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Article XV-1 The Corporation may establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors. One of the independent directors shall be convener, and at least one shall have accounting or financial expertise.

Article XVI

When the number of vacancies in the Board of Directors equals one third of the total number of directors, the Board of Directors shall call, within 60 days, an extraordinary shareholders meeting to elect succeeding directors to fill the vacancies.

When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under the Articles of Incorporation, a by-election for independent director shall be held at the next following shareholders meeting. When all independent directors have been dismissed, the Board of Directors shall convene an extraordinary shareholders meeting to hold a by-election within 60 days from the date on which the situation arose.

The term of office of any director and independent director elected by by-elections shall be limited to the remainder of the term of the dismissed director.

Article XVII The directors shall organize a Board of Directors and elect one of them as the chairman and one as the vice chairman from among themselves with the presence of at least two-thirds of the directors and the approval of a majority of the directors present.

Article ⅩⅦ-1 A Board of Directors shall meet at least quarterly. Each director and supervisor shall be notificed of the reasons for calling a Board of Directors at least seven days in advance. In emergency circumstances, however, a meeting may be called any time. Notice of a Board of Directors meeting may be given in writing, by fax, or by e-mail.

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Article XVIII A Board of Directors meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason can not exercise the power and authority of the chairman, the vice chairman shall act in place of the chairman; if the chairman and the vice chairman of the board is on leave or for any reason can not exercise their power and authority, the chairman shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.

A director shall attend the meeting of the Board of Directors in person. In the event that a director appoints another director to attend a meeting of the Board of Directors in their behalf, they shall, each time, issue a written proxy statement and state therein the scope of authority with reference to the subjects to be discussed at the meeting.

A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only. In the event that a meeting of the Board of Directors is carried out via videoconferencing, then the directors taking part in such a meeting shall be deemed to have attended the meeting in person. Article XIX Resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. Article XX The audit committee is responsible for carrying out the duties and responsibilities of the supervisors under the Company Act, the Securities and Exchange Act, and other laws and regulations, as well as complying with the relevant laws and regulations and the Corporation's bylaws.

Article XXI The Corporation shall have managerial officers, and their designation, dismissal, and compensation shall be handled in accordance with the Company Act.

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Article XXII The Board of Directors is authorized to determine the remuneration of directors based on their participation in the Corporation's operations and the value of their contributions, and with reference to domestic and international industry standards. The Corporation may purchase liability insurance for the independent directors, directors, and key employees during their tenure in office in respect of their legally enforceable liabilities in the performance of their job duties.

Chapter 5 Accounting

Article XXIII

At the end of each fiscal year, the Board of Directors of the Corporation shall prepare the following documents and submit them to the annual shareholders meeting to be recognized and approved pursuant to the statutory procedures.

1. Business Report

2. Financial Statements

3. Proposals for Distribution of Earnings or Compensation of Losses

Article XXIV If the Corporation has made profits in a fiscal year, 3% of the profits shall be allocated for employee compensation and no more than 3% of the profits shall be allocated for remuneration of directors. Employee compensation and remuneration of directors shall be submitted to and reported at the shareholders meeting. However, if the Corporation has accumulated a deficit, the priority is to allocate an amount to offset the deficit first. Then, the employee compensation and remuneration of directors shall be allocated based on the aforementioned percentage.

The employee compensation stated in the preceding paragraph shall be paid in stock or cash by resolutions of the Board of Directors, and shall be paid only to those employees who are employed or engaged in the Corporation's business and who have been formally appointed and are entitled to labor insurance benefits, excluding temporary and

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probationary employees.

Article ⅩⅩⅣ-1 If there is any surplus in the Corporation's annual general financial statements, the Corporation shall first pay taxes and make up for accumulated losses and then set aside 10% as legal reserve, except when the legal reserve has already reached the Corporation's paid-in capital. In addition, special reserve shall be appropriated or reversed depending on the Corporation's operating demands and requirements of laws and regulations. If there are still earnings left, combined with the unappropriated earnings at the beginning of the period, the Board of Directors shall prepare a proposal for the distribution of earnings and submit it to the shareholders meeting for resolution.

The Corporation's dividend policy is to set aside no less than 50% of earnings available to be distributed as dividends to shareholders each year, taking into account current and future development plans, the investment environment, capital requirements, domestic and international competition, and the interests of shareholders, provided that the free cash flow is sufficient to meet the capital requirements for dividend payments and loan repayments when due, of which no less than 10% of the total dividends may be distributed in cash. However, the type and percentage of earnings distribution may be adjusted by resolution of the shareholders meeting depending on the actual earnings and capital position of the year.

Chapter 6 Supplementary Provisions

Article XXV Matters not covered by the Articles of Incorporation shall be handled pursuant to the Company Act and other relevant laws and regulations. Article XXVI The Corporation's organizational charter, internal rules, and regulations shall be separately determined by resolutions of the Board of Directors.

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Article XXVII The Articles of Incorporation was stipulated on January 10, 1968. The first amendment was made on August 27, 1971. The second amendment was made on June 24, 1972. The third amendment was made on September 2, 1972. The fourth amendment was made on April 28, 1975. The fifth amendment was made on October 15, 1976. The sixth amendment was made on April 22, 1980. The seventh amendment was made on June 18, 1981. The eighth amendment was made on April 10, 1982. The ninth amendment was made on February 10, 1983. The tenth amendment was made on September 8, 1984. The eleventh amendment was made on October 19, 1985. The twelfth amendment was made on June 20, 1986. The thirteenth amendment was made on March 10, 1987. The fourteenth amendment was made on March 22, 1988. The fifteenth amendment was made on April 14, 1989. The sixteenth amendment was made on March 30, 1990. The seventeenth amendment was made on April 19, 1991. The eighteenth amendment was made on June 19, 1992. The nineteenth amendment was made on June 4, 1993. The twentieth amendment was made on June 16, 1994. The twenty-first amendment was made on June 19, 1996. The twenty-second amendment was made on June 19, 1997. The twenty-third amendment was made on June 17, 1998. The twenty-fourth amendment was made on June 9, 1999. The twenty-fifth amendment was made on June 21, 2000. The twenty-sixth amendment was made on June 6, 2001. The twenty-seventh amendment was made on June 19, 2002. The twenty-eighth amendment was made on June 15, 2004. The twenty-ninth amendment was made on June 14, 2005. The thirtieth amendment was made on June 23, 2006. The thirty-first amendment was made on June 15, 2010. The thirty-second amendment was made on June 20, 2014. The thirty-third amendment was made on June 24, 2015. The thirty-fourth amendment was made on June 20, 2016. The thirty-fifth amendment was made on June 22,

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1. The thirty-sixth amendment was made on June 6, 2019. The thirty-seventh amendment was made on June 23, 2020. The thirtyeighth amendment was made on May 30, 2022.

Leofoo Development Co., Ltd.

Chairman: Feng-Ru Chuang

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A endix III. Shareholdin of Directors pp g

Leofoo Development Co., Ltd.

Shareholding of Directors

The number of shares held by all directors as at the book closure date of this shareholders meeting (April 2, 2023) as recorded in the roster of shareholders is as follows:

Title	Name	Shares recorded in the roster of shareholders on the book closure date	Shares recorded in the roster of shareholders on the book closure date
		Number of shares	Shareholding percentage
Chairman	Feng-Ru Chuang	8,644,053	4.52%
Vice Chairman	Cheng-Jung Lai	4,941,122	2.58%
Director	Chuang Foo Foundation (Representative: Tsui-Fang Hsu)	12,079,888	6.31%
Independent director	Heng-Yih Liu	2,259	-
Independent director	Kun-Ming Lee	-	-
Independent director	Chun-Chieh Chiu	-	-
Independent director	Pei-Wen Wu	-	-
Total and percentage of shareholding of all directors		25,667,322	13.41%

Note:

1. The mandatory number of shares held by all directors of the Corporation shall be 11,478,769 shares.

2. Since the Corporation has already established an audit committee, the number of shares held by supervisors is not applicable.

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