LEOFOO - AGM Information 2024 | FinancialReports.eu

【Stock Code: 2705】

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2024 Annual Shareholders Meeting Handbook

(Translation)

Meeting Method: Physical Shareholders Meeting Meeting Time: 9:00 a.m., Monday, May 27, 2024 Meeting Place: No. 60, Gongzigou, Guanxi Township, Hsinchu County Leofoo Resort GuanShi Forest Ecology Hall

§TABLE OF CONTENTS§

Chapter 1. Meeting Procedure Chapter 2. Meeting Agenda 1. Management Presentation 2. Proposals 3. Discussions 4. Election 5. Other Proposals 6. Extempore Motions 7. Adjournment Chapter 3. Attachments 1. Business Report 2. Audit Committee’s Review Report 3. Comparison Table for Amendments to the “Rules of Procedure for Board of Directors Meetings” 4. Independent Auditors Report and Financial Statements 5. Deficit Compensation Statement 6. Comparison Table for Amendments to the “Procedures for Election of Directors” 7. Directors’ Concurrent Positions at Other Companies Chapter 4. Appendices 1. Rules of Procedure for Board of Directors Meetings (Amended Version) 2. Procedures for Election of Directors (Before Amendment) 3. Rules of Procedure for Shareholders Meetings 4. Articles of Incorporation 5. Shareholding of Directors	Page No.
	3 5 6 7 8 8 12 12 12 14 19 20 24 46 47 50 52 60 64 77 84

Chapter 1. Meeting Procedure
Chapter 2. Meeting Agenda
1.
Management Presentation
2.
Proposals
3.
Discussions
4.
Election
5.
Other Proposals
6.
Extempore Motions
7.
Adjournment
Chapter 3. Attachments
1.
Business Report
2.
Audit Committee’s Review Report
3.
Comparison Table for Amendments to the “Rules of
Procedure for Board of Directors Meetings”
4.
Independent Auditors Report and Financial Statements
5.
Deficit Compensation Statement
6.
Comparison Table for Amendments to the “Procedures for
Election of Directors”
7.
Directors’ Concurrent Positions at Other Companies
Chapter 4. Appendices
1.
Rules of Procedure for Board of Directors Meetings
(Amended Version)
2.
Procedures for Election of Directors (Before Amendment)
3.
Rules of Procedure for Shareholders Meetings
4.
Articles of Incorporation
5.
Shareholding of Directors

Page No.

3
5
6
7
8
8
12
12
12
14
19
20
24
46
47
50
52
60
64
77
84

CHAPTER 1 MEETING PROCEDURE

LEOFOO DEVELOPMENT CO., LTD. Meeting Procedure for the 2024 Annual Shareholders Meeting

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

CHAPTER 2 MEETING AGENDA

LEOFOO DEVELOPMENT CO., LTD.

Meeting Agenda for the 2024 Annual Shareholders Meeting

Meeting Method: Physical Shareholders Meeting

Meeting Time 9:00 a.m., Monday, May 27, 2024

Meeting Place: No. 60, Gongzigou, Guanxi Township, Hsinchu County

Leofoo Resort GuanShi Forest Ecology Hall

I. Call the Meeting to Order
II. Chairperson Remarks
III. Management Presentation
Case 1: The Corporation’s 2023 Business Report.
Case 2: The Corporation’s 2023 Audit Committee’s Review Report.
Case 3: The Corporation’s accumulated deficit amounted to one-half of the paid-in capital for the year ended December 31, 2023.
Case 4: To amend the Company’s “Rules of Procedure for Board of Directors Meetings”.
IV. Proposals
Case 1: The Corporation’s 2023 Business Report and Financial Statements.
Case 2: The Corporation’s 2023 Deficit Compensation.
V. Discussions

Proposed by the Board of Directors

To amend the Company’s “Procedures for Election of Directors”

VI. Election

To re-elect all directors (including independent directors) of the Company’s 19th term.

VII. Other Proposals

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

VIII.Extempore Motions
IX. Adjournment

Management Presentation

Case 1

Proposal: The Corporation’s 2023 Business Report is hereby submitted. Explanation: Please refer to Attachment 1 of the Handbook for the Corporation’s 2023 Business Report (Pages14-18).

Case 2

Proposal: The Corporation’s 2023 Audit Committee’s Review Report is hereby submitted.
Explanation: Please refer to Attachment 2 of the Handbook for the Corporation’s 2023 Audit Committee’s Review Report (Page 19).

Case 3

Proposal: The accumulated deficit of the Corporation amounted to one-half of the paid-in capital for the year ended December 31, 2023, and are hereby reported.
Explanation: The accumulated losses of the Corporation amounted to NT$1,968,910,862, more than one-half of NT$1,913,128,300, the paid-in capital for the year ended December 31, 2023.

Case 4

Proposal: To amend the Company’s “Rules of Procedure for Board of Directors Meetings.” Please review.

Explanation:

The Company has passed amendments to certain provisions of the “Rules of Procedure for Board of Directors Meetings” at the Board meeting on March 11, 2024.
Please refer to Attachment 3 (Pages 20~23) and Appendix 1 (Pages 52-59) for the Table of Amended Provisions of the Rules of Procedure for Shareholders Meetings and Rules of Procedure for Shareholders Meetings (Before Amendment).

Proposals

Case 1

Proposed by the Board of Directors

Proposal: The Corporation’s 2023 Business Report and Financial Statements are hereby proposed. Explanation:

The Board of Directors has submitted the parent company only and consolidated financial statements of the Corporation for the year ended December 31, 2023, which have been audited and approved by the Audit Committee after being reviewed and attested by CPAs Ching-Piao Cheng and Wen-Fang Fu from the firm of Ernst & Young Taiwan, along with the Business Report.
Please refer to Attachments 1 (Pages 14-18), 2 (Page 19), and 4 (Page 24-45) of the Handbook for the aforementioned Business Report, Audit Committee’s Review Report, Independent Auditors Report, and financial statements.
The proposal is hereby submitted.

Resolution:

Case 2 Proposed by the Board of Directors

Proposal: The Corporation’s 2023 Deficit Compensation is hereby proposed. Explanation:

Handled pursuant to Article 23 of the Corporation’s Articles of Incorporation.
Please refer to Attachment 5 (Page 46) of the Handbook for the Deficit Compensation Statement.
The proposal is hereby submitted.

Resolution:

Discussions

Proposed by the Board

Proposal: To amend the Company’s “Procedures for Election of Directors” Explanation:

In order to comply with the amendment of the official announcement Letter No. TaiwanStock-Governance-1090009468 of the Taiwan Stock Exchange Corporation and the actual needs of the Corporation, it is proposed to amend some provisions of the Company’s “Procedures for Election of Directors”
Please refer to Attachment 6 (Pages 47-49) and Appendix 2 (Pages 60-63) 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:

Election

Proposed by the Board

Proposal: To re-elect all directors (including independent directors) of the Company’s 19th term. Please discuss.

Explanation:

The term of the current directors will expire on August 26, 2024. It is proposed to hold a reelection in advance at this Annual Shareholders Meeting.
In accordance with Articles 15 and 15-1 of the Company’s Articles of Incorporation, the Company shall have 5 to 7 directors, with the number of independent directors not less than 3, elected through a candidate nomination system. This time, 7 director seats will be elected (including 4 independent director seats).
The term of the newly elected directors shall be 3 years, from May 27, 2024 to May 26, 2027. The current directors shall be dismissed immediately upon the inauguration of the newly elected directors.
The list of director and independent director candidates, having been approved by the Board of Directors on March 11, 2024, is as follows:

Director Candidates	1	2	3
Name	Feng-Ru Chuang	Cheng-Jung Lai	Chuang Foo Foundation (Representative: Tsui-FangHsu)
Shares Held	8,371,403	4,668,472	12,079,888
Education	California State Polytechnic University	 Master of Business Administration, DeVry University  Executive Master’s Program, College of Management, National Taiwan University	Shih Chien University
Experience	Director, Yi Jian Construction Co., Ltd. Director, Leofoo Development Co., Ltd Director, Leofoo Property Management Co.,Ltd	Juristic Person Director, Rich Forest Leisure Development Co., Ltd Representative	-
Current Positions	 Chairman/President, Leofoo Development Co., Ltd  Chairman, Elite Deli Co., Ltd.  Chairman, Leofoo Agronomy Co., Ltd  Chairman, Jung Feng Investment Ltd.  Representative of a Juristic Person Director, Prime Theater Co., Ltd.	 Vice Chairman/Vice President, Leofoo Development Co., Ltd  Chairman/President, Leofoo Development Co., Ltd  Chairman/President, Leofoo Property Management Co., Ltd  Chairman/President, Yi Jian Construction Co., Ltd.  Chairman, Feng Jung Development Co., Ltd  Chairman, Jiu Yung Investment Ltd.  Executive Director, Leofoo Investment Ltd  Executive Director, Leofoo Development (Hong Kong) Ltd  Chairman, Si Mian Fo Management Consultant Ltd.	 Director, Leofoo Development Co., Ltd

Independent Director Candidates	1	2	3	4
Name	Kun-Ming Lee (Note)	Chun-Chieh Chiu	Pei-Wen Wu	Tung-Yuan Wang
Shares Held	-	-	-	-
Education	 Master of Business Administration, Tiffin University  Executive Master’s Program, College of Management, National Taiwan University	Master of Laws, Chinese Culture University	Master of Laws, Soochow University	Doctor of Dental Surgery, Chung Shan Medical University
Experience	Independent Director, Falcon Power Co., Ltd.		Legal Advisor, Kinmen County Government Legal Advisor, Cross- Strait Youth Entrepreneur Association	 President, Taiwan Dental Associations  Specialist and Ambassador, ICOI Taiwan Section  Specialist, Academy of Oral Implantology, Taiwan (AOIT)  Secretary-General and Director of Legal Affairs, Taiwan Dental Associations  Secretary-General, Chung Shan Medical University Alumni Association  Secretary-General and Convener, Chung Shan Medical University College of Dental Medicine Alumni Association  President, Chung Shan Medical University of Dental Medicine Alumni Association of Yilan and Hualien County.  President, Yilan County Dental Association  Fellow, International College of Dentists (ICD)
Current Positions	 Partner Certified Public Accountant, Guan Zhen United CPA Firm  Independent Director, TST Group Holding Ltd.  Director, Castles Technology Co., Ltd.  Independent Director, Leofoo Development	 Principal Attorney, An Bu Law Firm  Independent Director, Leofoo Development Co., Ltd	 Senior Attorney, Heng Sheng Law Firm  Deputy Executive Director, New Taiwanese Education Foundation  Member of Appeals Committee, Taiwan Lottery Co., Ltd.  Selection Committee	 Clinic Director, Shun Yuan Dental Clinic  Executive Director, Chung Shan Medical University Alumni Association  Director, Hing Yuan Foundation  Director, TNADI

Independent Director Candidates	1	2	3	4
Name	Kun-Ming Lee (Note)	Chun-Chieh Chiu	Pei-Wen Wu	Tung-Yuan Wang
	Co., Ltd		Member, Taiwan Sports Lottery Co., Ltd.  Legal Advisor, Irrigation Management Office of Taoyuan, Council of Agriculture  Legal Advisor, Kinmen County Police Bureau Independent Director, Leofoo Development Co., Ltd

Note: As Mr. Kun-Ming, Li has served three terms, and considering his familiarity with relevant laws and regulations which is evidently beneficial to the Company’s business development and corporate governance, he is still nominated as an independent director candidate.
The election of directors at this meeting shall be conducted in accordance with the Company’s “Procedures for Election of Directors.”
The proposal is hereby submitted for discussion. Resolution:

Other Proposals

Proposed by the Board

Proposal: To remove the non-competition restrictions on newly elected directors and their representatives. Please discuss.

Explanation:

Pursuant to Article 209 of the Company Act, a director who does an act for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the shareholders meeting the important facts concerning such an act and secure its approval.
In order to take advantage of the expertise and relevant experience of the Company’s directors without harming the interests of the Company, it is proposed to seek approval from the shareholders meeting to remove the non-competition restrictions on the newly elected directors and their representatives.
For the concurrent positions held by the directors of this term at other companies, please refer to Attachment 7 on page 50 of the meeting handbook.
The proposal is hereby submitted for discussion.

Resolution:

Extempore Motions

Adjournment

CHAPTER 3 ATTACHMENTS

Attachment 1. 2023 Business Report

Dear shareholders,

Leofoo Travel Group achieved operating revenue of NT$2,211,095,000 in 2023, a total revenue growth of 32%. As the COVID-19 pandemic subsided and the global tourism industry gradually recovered, with the government opening up to international visitors to Taiwan and domestic exhibitions, tourism, and events continuing to rebound, the Group’s theme parks, zoos, hotels, restaurants, and retail stores won consumer recognition with their high-quality services and diverse travel choices, driving robust operations for the Group. The Corporation would like to hereby report the following operating results for 2023:

1. 2023 Business Report

(1) Business Plan Implementation Results
A. Guanshi Headquarters

In 2023, the number of visitors to the Leofoo Village Theme Park was 1,237,891, an increase of 67,222 or 5.7% over 1,170,669 visitors in 2022. The occupancy rate of Leofoo Resort Guanshi was 45.9% in 2023, a increase of 3.7% compared to the 42.2% seen in 2022. The operating income of Guanshi Headquarters was $1,245,792,000, of which $581,736,000, or 46.7% of the revenue, was from theme park operations, $203,266,000, or 16.3%, was from resort accommodation, $261,451,000, or 21.0%, was from food & beverage operations, $158,649,000, or 12.7%, was from retail sales, and $40,690,000, or 3.3%, was from other income sources.

B. Taipei Branch

In 2023, the former Leofoo Hotel officially began the reconstruction process for unsafe and old urban buildings.

C. Nangang Branch

In 2023, the operating revenue of Courtyard by Marriott Taipei was $864,428,000, of which $486,416,000, or 56.3 ％ of the revenue of Nangang Branch, was from hotel accommodation (with an occupancy rate of 65.2%); $322,130,000, or 37.2% of the revenue of Nangang Branch, was from food & beverage operations; and $55,882,000 or 6.5% of the revenue of Nangang Branch, was from other income sources.

D. Changchun Branch

The occupancy rate of Leofoo Residences was 81.5% in 2023. The operating revenue of Changchun Branch was $99,856,000.

(2) Consolidated Financial Statements
A. Assets, Liabilities, and Equity

As of December 31, 2023, the Corporation’s total assets amounted to $15,639,317,000, of which total liabilities amounted to $10,813,632,000, or 69% of total assets, and total equity amounted to $4,825,685,000, or 31% of total assets.

B. Profit And Loss

Operating revenues for 2023 were $2,211,095,000. After deducting operating costs of $1,458,294,000 (cost ratio of 66%), the gross operating profit was $752,801,000 (gross margin of 34%). Operating expenses were $676,859,000 (expense ratio of 31%), net operating profit was $75,942,000 (operating profit ratio of 3%), nonoperating expenses were $173,686,000, net loss from continuing operations before tax was $97,744,000 (pre-tax net loss ratio of 4%), and net loss after tax for the period was $97,744,000.

C. 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 2023, and thus there is no information on budget implementation available for 2023.

2. Summary of The Business Plan for 2024 and The Corporation’s Future Development Strategy

(1) 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 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.

(2) Leofoo Water Park

Leofoo Water Park not only offers some 15 choices of great value water park rides, but it is also the only water park in Taiwan that 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 welltrained staff, Leofoo Water Park will continue to provide the safest, highest quality, and most satisfying water recreation services to visitors.

(3) 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.

(4) 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 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.

(5) 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 all be purchased 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 fivestar chefs at home. The products we offer to our customers are based on the four major service principles of natural ingredients, healthy cooking, friendliness to the Earth, and fresh local produce, giving our customers absolute safety when enjoying our products.

(6) Leofoo A+ Serviced Commercial Office Building

Starting from a Japanese-style, high-precision, and personalized 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, 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 value-added 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.

3. 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

Attachment 2.

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 2023 Business Report, Financial Statements (including parent company only and consolidated financial statements), and proposal for deficit compensation. The CPAs Ching-Piao Cheng and Wen-Fang Fu 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.

The Corporation’s 2024 Annual Shareholders Meeting

Leofoo Development Co., Ltd.

Convener of the Audit Committee: Heng-Yih Liu

Attachment 3.

Comparison Table for Amendments to the “Rules of Procedure for Board of Directors Meetin s” g

LEOFOO DEVELOPMENT CO., LTD. Rules of Procedure for Board of Directors Meetings

Articles After Amendment	Articles Before Amendment	Amendment Description
Article 3 (Convening and Notice of Board Meetings) Paragraphs 1 to 3 (Omitted) All matters set forth under Article 12, paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motion.	Article 3 (Convening and Notice of Board Meetings) Paragraphs 1 to 3 (Omitted) All matters set forth under Article 12, paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motionexcept in the case of an emergency or for other legitimate reason.	Part of Paragraph 4 is deleted in accordance with laws and regulations. Major operating matters of the company shall not be proposed as extemporary motions based on emergencies orproper causes.
Article 4 (Meeting Notification and Meeting Materials) The designated unit responsible for the board meetings of this Corporation shall be the Finance Management of the Group. Paragraphs 2 and 3(Omitted)	Article 4 (Meeting Notification and Meeting Materials) The designated unit responsible for the board meetings of this Corporation shall be the Finance of the Group. Paragraphs 2 and 3(Omitted)	The name of the responsible unit is slightly revised to reflect organizational adjustments.
Article 8 (Reference materials, non-voting participants, and holding board meetings) Paragraphs 1 to 3 (Omitted) When the time of a meeting has arrived and one- half all board directors are not present, the meeting chair may announceon that day the postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such delays, the chair shall re- call the meeting following the procedures provided in Article 3, paragraph 2. The term “all board directors” as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2 shall be calculated as the number of directors then in office.	Article 8 (Reference materials, non-voting participants, and holding board meetings) Paragraphs 1 to 3 (Omitted) When the time of a meeting has arrived and one- half all board directors are not present, the meeting chair may announce postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such delays, the chair shall re-call the meeting following the procedures provided in Article 3, paragraph 2. The term “all board directors” as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2 shall be calculated as the number of directors then in office.	To avoid disputes arising from an undetermined extended meeting time of the board of directors’ meeting.

	Article 11 (Discussion of Proposals) The Company’s board of directors meetings shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting. If at any time during the proceeding of a board of directors’ meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case Article 8, paragraph4 shall apply mutatis mutandis. If at any time during the proceeding of a board of directors’meeting the chair cannot continue to preside over the meeting or announces the adjournment of the meeting without adhering to Paragraph 2, the acting chair shall be appointed in accordance with Article 7, paragraph 3.	Article 11 (Discussion of Proposals) The Company’s board of directors meetings shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting. If at any time during the proceeding of a board of directors’ meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case Article 8, paragraph3 shall apply mutatis mutandis.	Considering practical situations, if at any time during the proceeding of a board of directors’ meeting the chair cannot continue to preside over the meeting or announces the adjournment of the meeting without adhering to regulations, Paragraph 4 is added to clarify the method of appointing an acting chair in order to avoid affecting the operation of the board of directors.
	Article 12 (Matters requiring discussion at a board meeting) The following items shall be submitted for discussion by the Company’s board of directors: 1. The Corporation’s business plan. 2. Annual financial reports and semi-annual financial reports. with the exception of semi- annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (hereinafter referred to as “the Act”), and an assessment of the effectiveness of the internal control system. 4. Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5. The offering, issuance, or private placement of any equity-type securities. 6. If the board of directors does not have	Article 12 (Matters requiring discussion at a board meeting) The following items shall be submitted for discussion by the Company’s board of directors: 1. The Corporation’s business plan. 2. Annual financial reports and semi-annual financial reports. with the exception of semi- annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). 3. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (hereinafter referred to as “the Act”), and an assessment of the effectiveness of the internal control system. 4. Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. 5. The offering, issuance, or private placement of any equity-type securities.	In line with the Company Act and the Ministry of Economic Affairs’ Ruling No. 09402105990, a provision is added to stipulate that for a board of directors with standing committees, the appointment or dismissal of the chairperson shall be subject to mutatis mutandis application.

	managing directors, the election or discharge of the chairman of the board of directors. 7. The appointment or discharge of a financial, accounting, or internal audit officer. 8. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 9. Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. The term “related party” in subparagraph8 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. Paragraphs 3 and 4(Omitted)	6. The appointment or discharge of a financial, accounting, or internal audit officer. 7. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 8. Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. The term “related party” in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. Paragraphs 3 and 4(Omitted)
	Article 13 (Voting [1]) Paragraphs 1 and 2 (Omitted) If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote in accordance with one of the following methods: 1. A show of hands or a vote by voting machine. 2. A roll call vote. 3. A vote by ballot. 4. A vote by a method selected at this Corporation’s discretion. “Attending directors,” as used in the preceding two paragraphs, does not include directors that may not exercise voting rights pursuant to Article 15, paragraph 1. Paragraph 4 (Omitted)	Article 13 (Voting [1]) Paragraphs 1 and 2 (Omitted) The votingmethod should be approved by all attending directors without objection, and the methods for vote monitoring and counting are as follows: 1. A show of hands or a vote by voting machine. 2. A roll call vote. 3. A vote by ballot. 4. A vote by a method selected at this Corporation’s discretion. “Attending directors,” as used in the preceding two paragraphs, does not include directors that may not exercise voting rights pursuant to Article 15, paragraph 1. Paragraph 4 (Omitted)	The wording is slightly revised.

	Article 16 (Meeting minutes and sign-in matters) The following items shall be submitted for discussion by the Company’s board of directors: Paragraph 1 (Omitted) The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes and shall be publicly announced and filed on the website of the Market Observation Post System designated by the Financial Supervisory Commission, within 2 days from the date of the meeting: 1. Any objection or expression of reservations by an independent director expresses of which there is a record or written statement. 2. A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Corporation. Paragraphs 3 to 5(Omitted)	Article 16 (Meeting minutes and sign-in matters) The following items shall be submitted for discussion by the Company’s board of directors: Paragraph 1 (Omitted) The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes and shall be publicly announced and filed on the website of the Market Observation Post System designated by theExecutive Yuan’s Financial Supervisory Commission, within 2 days from the date of the meeting: 1. Any objection or expression of reservations by an independent director expresses of which there is a record or written statement. 2. A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Corporation. Paragraphs 3 to 5(Omitted)	The name of the competent authority is revised to reflect the change.
	Article 18 (Meetings of board of managing directors) If the board of directors of the Corporation has managing directors, the provisions of Article 2, paragraph 2 of Article 3, Articles 4 to 6, Articles 8 to 11, and Articles 13 to 16 apply mutatis mutandis to this Corporation’s meetings of the board of managing directors;the provisions of paragraph 4 of Article 3 shall apply mutatis mutandis to the election or discharge of the chairman of the board of directors. However, if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.	Article 18 (Meetings of board of managing directors) If the board of directors of the Corporation has managing directors, the provisions of Article 2, paragraph 2 of Article 3, Articles 4 to 6, Articles 8 to 11, and Articles 13 to 16 apply mutatis mutandis to this Corporation’s meetings of the board of managing directors. However, if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.	In line with the Company Act and the Ministry of Economic Affairs’ Ruling No. 09402105990, a provision is added to stipulate that for a board of directors with standing committees, the appointment or dismissal of the chairperson shall be subject to mutatis mutandis application.
	Article 20 These Rules were established on April 27, 2007. The 1st amendment was made on March 21, 2008. The 2nd amendment was made on March 23, 2012. The 3rd amendment was made on December 27, 2012. The 4th amendment was made on November 9, 2017. The 5th amendment was made on April 24, 2018. The 6th amendment was made on March 20, 2020. The 7th amendment was made on March 11, 2024.	Article 20 These Rules were established on April 27, 2007. The 1st amendment was made on March 21, 2008. The 2nd amendment was made on March 23, 2012. The 3rd amendment was made on December 27, 2012. The 4th amendment was made on November 9, 2017. The 5th amendment was made on April 24, 2018. The 6th amendment was made on March 20, 2020.	The date of this latest amendment is added.

Attachment 4. Independent Auditors Report and Financial Statements

English Translation of Financial Statements and a Report 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 at December 31, 2023 and 2022, 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 Other 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 at December 31, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the report(s) of the other auditors, 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, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Non-financial Assets Impairment Assessment

The Group’s property, plant and equipment and right-of-use assets as of December 31, 2023 amounted to NT$8,715,393 thousand, accounting for 56% 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.

Disclosure of Fair Value Measurement of Investment Property

The Group’s investment property as of December 31, 2023, amounted to NT$6,080,612 thousand, accounting for 39% 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 Other Auditors

We did not audit the financial statements of AMBASSDOR FILM INC., an indirectly invested associate accounted for using the equity method by the Group. The financial statements of AMBASSDOR FILM INC., as at December 31, 2023 and 2022, 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$14,145 thousand and NT$15,518 thousand as at December 31, 2023 and 2022 representing 0.09% and 0.10% of the Group’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(1,373) thousand and NT$(3,914) thousand representing 1.40% and 1.23% of the Group’s income before tax, are based solely on the audit reports of other auditors.

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

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

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

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

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

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

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent-company-only financial statements of the Company as at and for the years then ended December 31, 2023 and 2022.

/s/Cheng, Ching-Piao

/s/Fuh, Wen-Fun

Ernst & Young March 11[th] , 2024 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 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.

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 standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Consolidated Financial Statements Originally Issued in Chinese

The Leofoo Development Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

As at December 31, 2023 and 2022

(Amounts Expressed in Thousands of New Taiwan Dollars)

Assets	Assets	Assets	December 31,	2023	December 31,	2022
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	$350,212 1,895 31,927 5,162 50,567 58,876 5,230 503,869 77,059 14,145 5,089,494 3,625,899 6,080,612 1,893 11,775 234,571 15,135,448 $15,639,317	2 - - - - 1 - 3 1 - 33 23 39 - - 1 97 100	$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

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

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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

Liabilities andEquity	Liabilities andEquity	Liabilities andEquity	December 31,2023	December 31,2023	December 31,2022	December 31,2022
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 loans 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 7 6(11), 8 4, 6(21) 4, 6(17) 4, 6(13) 6(12), 7 6(14) 6(14) 6(14)	$53,500 4,756 128,065 651 310,121 234,506 450,932 1,182,531 4,769,815 1,314,711 3,486,708 36,659 23,208 9,631,101 10,813,632 1,913,128 31,236 17,979 1,385,073 (1,968,911) 3,447,180 4,825,685 $15,639,317	- - 1 - 2 1 3 7 31 9 22 - - 62 69 13 - - 9 (13) 22 31 100	$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

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

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, 2023 and 2022

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

Code	Items	Notes	2023		2022
			Amount	%	Amount	%
4000 5000 5900 6000 6200 6450 6900 7000 7100 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8316 8360 8361 8500 9750 9850	Operating revenues Operating costs Gross profit Operating expenses General and administrative Expected credit (losses) gains Total operating expenses Net operating income (loss) 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 loss Other comprehensive income (loss) Items that will not be reclassified to profit or loss Remeasurement of defined benefit plan Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences arising on translation of foreign operations Other comprehensive income (loss), net of tax Total comprehensive income Basic earnings per share (in NT$) Diluted earnings per share (in NT$)	4, 6(15), 7 6(5) 6(18), 7 4, 6(16) 6(19) 6(19), 7 6(19) 6(19) 6(6) 4, 6(21) 6(20) 6(22) 6(22)	$2,211,095 (1,458,294) 752,801 (676,859) - (676,859) 75,942 2,157 27,644 (1,374) (200,740) (1,373) (173,686) (97,744) - (97,744) (3,034) 11,943 21 8,930 $(88,814) $(0.51) $(0.51)	100 (66) 34 (31) - (31) 3 - 2 - (9) - (7) (4) - (4) - - - - (4)	$1,675,217 (1,269,988) 405,229 (599,767) (2,965) (602,732) (197,503) 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)	100 (76) 24 (36) - (36) (12) - 4 - (11) - (7) (19) - (19) - - - - (19)

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

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, 2023 and 2022

(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			Total Equity
		Common Stock	Capital Surplus		Retained Earnings			Others
				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 Q1 Z1 D1 D3 D5 Z1	Balance as at January 1, 2022 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 Net loss for 2023 Other comprehensive income (loss) for 2023 Total comprehensive income (loss) Balance as at December 31, 2023	$1,913,128 - 1,913,128 - $1,913,128	$31,236	$17,979	$1,385,073	$(1,552,791) (316,972) 1,524	$(2,577) 3,024	$(32,085) -	$3,466,960 -	$5,226,923 (316,972) 4,548
			-	-	-	(315,448)	3,024	-	-	(312,424)
						106		(106)	-	-
			31,236	17,979	1,385,073	(1,868,133) (97,744) (3,034)	447 21	(32,191) 11,943	3,466,960 -	4,914,499 (97,744) 8,930
			-	-	-	(100,778)	21	11,943	-	(88,814)
			$31,236	$17,979	$1,385,073	$(1,968,911)	$468	$(20,248)	$3,466,960	$4,825,685

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

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, 2023 and 2022

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code	Items	2023	2022	Code	Items	2023	2022
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20900 A21200 A22300 A22500 A24600 A29900 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 accounted for using equity method Loss (gain) on disposal of property, plant and equipment Loss (gain) on fair value adjustment of investment property Gains on lease modification 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	$(97,744) 550,584 3,743 - 200,740 (2,157) 1,373 157 (7,133) (23) - (1,886) 26,155 1,797 (3,131) (1,643) 18,645 (4,430) (17,630) 22,365 331 7,835 (15,967) 1,679	$(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	BBBB B02700 B02800 B03800 B04500 B05400 BBBB CCCC C00200 C01600 C01700 C04020 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 Payments for the principal portion of lease liabilities 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	(116,332) 389 3,202 (323) (286,169)	(111,348) 852 13,203 (1,385) (80,315)
						(399,233)	(178,993)
						(360,000) 2,191,100 (1,581,929) (303,546)	31,500 639,775 (490,625) (273,274)
						(54,375)	(92,624)
						21	3,024
						25,529 324,683	(31,240) 355,923
						$350,212	$324,683

		683,660	411,817
		2,123 (206,667)	386 (174,850)
		479,116	237,353

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

- - 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 at December 31, 2023 and 2022, and the related parent-company-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 material 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 Other 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 at December 31, 2023 and 2022, 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 report(s) of the other auditors, 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 the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parentcompany-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, 2023 amounted to NT$8,554,125 thousand, accounting for 55% 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, 2023, amounted to NT$6,123,906 thousand, accounting for 39% 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 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 Other Auditor

We did not audit the financial statements of AMBASSDOR FILM INC., an indirectly invested associate accounted for using the equity method by the Company. The financial statements of AMBASSDOR FILM INC. as at December 31, 2023 and 2022, 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$14,145 thousand and NT$15,518 thousand as at December 31, 2023 and 2022 representing 0.09% and 0.10% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(1,373) thousand and NT$(3,914) thousand representing 1.40% and 1.23% of the Company’s net loss before tax, 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.

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

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

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

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

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

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the accompanying notes, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

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

/s/Cheng, Ching-Piao

/s/Fuh, Wen-Fun

Ernst & Young March 11[th] , 2024 Taipei, Taiwan, Republic of China

Notice to Readers

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

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 Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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

The Leofoo Development Co., Ltd.

Parent-Company-Only Balance Sheets

As at December 31, 2023 and 2022

(Amounts Expressed in Thousands of New Taiwan Dollars)

Assets	Assets	Assets		December 31,	December 31,	2023		December 31,	December 31,	2022
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		$242,152 2,776 31,446 6,268 43,057 57,909 4,991 388,599 77,059 107,910 5,060,145 3,493,980 6,123,906 1,659 11,775 239,389 15,115,823 $15,504,422		2 - - - - 1 - 3 - 1 33 22 39 - - 2 97 100		$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

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

- - 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, 2023 and 2022

(Amounts Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity		December 31,2023	December 31,2023	December 31,2023		December 31,2022	December 31,2022	December 31,2022
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 loans 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 7 6(11), 8 4, 6(21) 4, 6(17) 4, 6(13) 6(12), 7 6(14) 6(14) 6(14)		$53,500 125 93,697 50,897 271,872 234,506 447,079 1,151,676 4,769,815 1,314,711 3,382,938 36,659 22,938 9,527,061 10,678,737 1,913,128 31,236 17,979 1,385,073 (1,968,911) 3,447,180 4,825,685 $15,504,422		- - 1 - 2 1 3 7 31 9 22 - - 62 69 13 - - 9 (13) 22 31 100		$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

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

- - 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, 2023 and 2022

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

Code	Accounts	Notes		2023	2023			2022	2022
				Amount		%		Amount		%
4000 5000 5900 6000 6200 6450 6900 7000 7100 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8316 8360 8361 8500 9750 9850	Operating revenues Operating costs Gross profit Operating expenses General and administrative Expected credit (losses) gains Total operating expenses Net operating income (loss) 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 will not be reclassified to profit or loss Remeasurement of defined benefit plan Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences arising on translation of foreign operations Other comprehensive income, net of tax Total comprehensive income Basic earnings per share (in NT$) Diluted earnings per share (in NT$)	6(15), 7 6(5) 6(18), 7 6(16) 6(19) 6(19), 7 6(19) 6(19) 6(6) 4, 6(21) 6(20) 6(22) 6(22)		$2,210,076 (1,423,059) 787,017 (699,451) - (699,451) 87,566 1,223 27,664 (1,321) (197,239) (15,637) (185,310) (97,744) - (97,744) (3,034) 11,943 21 8,930 $(88,814) $(0.51) $(0.51)		100 (64) 36 (32) - (32) 4 - 1 - (9) - (8) (4) - (4) - - - - (4)		$1,667,226 (1,229,606) 437,620 (623,166) (2,965) (626,131) (188,511) 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)		100 (74) 26 (37) - (37) (11) - 4 (1) (10) (1) (8) (19) - (19) - - - - (19)

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

- 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, 2023 and 2022

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code	Items	Common Stock	Capital Surplus		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 Q1 Z1 D1 D3 D5 Z1	Balance as at January 1, 2022 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 Net loss for 2023 Other comprehensive income (loss) for 2023 Total comprehensive income (loss) Balance as at December 31, 2023	$1,913,128 - 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	$(1,552,791) (316,972) 1,524 (315,448) 106 (1,868,133) (97,744) (3,034) (100,778) $(1,968,911)	$(2,577) 3,024 3,024 447 21 21 $468	$(32,085) - - (106) (32,191) 11,943 11,943 $(20,248)	$3,466,960 - - 3,466,960 - $3,466,960	$5,226,923 (316,972) 4,548 (312,424) - 4,914,499 (97,744) 8,930 (88,814) $4,825,685

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

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, 2023 and 2022

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code	Items	2023	2022	Code	Items	2023	2022
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20900 A21200 A22300 A22500 A24600 A29900 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 accounted for using equity method Loss (gain) on disposal of property, plant and equipment Loss (gain) on fair value adjustment of investment property Gains on lease modification 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	$(97,744) 516,092 3,569 - 197,239 (1,223) 15,637 157 (7,133) (23) - (2,354) 26,474 1,320 (3,246) (1,925) 15,315 (4,379) (1,090) 8,399 11,569 7,658 (15,967) 1,797 670,142 1,223 (203,166) 468,199	$(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	BBBB B01800 B02700 B02800 B03800 B04500 B05400 BBBB CCCC C00200 C01600 C01700 C04020 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 (Increase) decrease 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 Payments for the principal portion of lease liabilities 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	- (117,170) 389 3,202 (47) (300,346) (413,972) (360,000) 2,191,100 (1,581,929) (266,628) (17,457) 36,770 205,382 $242,152	(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

			393,010
			305 (170,560)
			222,755

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

Attachment 5. 2023 Deficit Com ensation Statement p

LEOFOO DEVELOPMENT CO., LTD. Deficit Compensation Statement 2023

(Unit: NT$)

	(Unit: NT$
Items	Total
Deficit yet to be compensated at the beginning of the period	( 1,868,132,841 )
Less: Re-measurement of defined benefit plan	( 3,033,932 )
Less: Net loss after tax for current period	( 97,744,089 )
Deficit yet to be compensated at the end of the period	( 1,968,910,862 )

Chairman: Feng-Ru Chuang

Manager: Feng-Ru Chuang

Accounting Supervisor: Ting-Wen Shih

Attachment 6. Comparison Table for Amendments to the “Procedures for Election of Directors”

LEOFOO DEVELOPMENT CO., LTD. Procedures for Election of Directors

Articles After Amendment

Article 5

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

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

When the number of independent directors falls below that required under the proviso of Article 142, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, an extraordinary shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Amendment Articles Before Amendment Description Article 5 Part of the Elections of directors at this Corporation shall be provision is conducted in accordance with the candidate deleted. nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call an extraordinary shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 142, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, an extraordinary shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Articles After Amendment	Articles Before Amendment	Amendment Description
	Article 10 If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the“candidate”column of the ballot; for a non-shareholder, the voter shall enter the candidate’s full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate’s account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.	This article is deleted.
Article 10 A ballot is invalid under any of the following circumstances: 1. The ballot was notprepared by a person with the right to convene. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Other words or marks are entered in addition to the number of voting rights allotted.	Article11 A ballot is invalid under any of the following circumstances: 1. The ballot is not one stipulated in these Regulations. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballotis a shareholder, but the candidate’s account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non- shareholder, and a cross-check shows that the candidate’s name and identity card number do not match. 5. Other words or marks are entered in addition to the candidate’s account name or shareholder account number (or identity card number) and the number of voting rights allotted. 6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.	The article number is adjusted. Shareholders may, under certain circumstances stipulated in Article 173 of the Company Act and with the approval of the competent authority, convene a meeting themselves. It is proposed to adjust Subparagraph 1 of this article accordingly. In line with the candidate nomination system, shareholders should elect from the list of director candidates. Therefore, Subparagraphs 4 and 5 of this

Articles After Amendment	Articles Before Amendment	Amendment Description
		article are adjusted, and Subparagraph 6 is deleted.
Article11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. 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 ballots shall be retained until the conclusion of the litigation.	Article12 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. 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 ballots shall be retained until the conclusion of the litigation.	The article number is adjusted.
Article12 The board of directors of this Corporation shall issue notifications to the persons elected as directors.	Article13 The board of directors of this Corporation shall issue notifications to the persons elected as directors.	The article number is adjusted.
Article13 TheseProcedures,and any amendments hereto, shall be implemented after approval by a shareholders meeting. These Procedures were established on June 23, 2006. The 1st amendment was made on June 8, 2018. The 2nd amendment was made on May 27, 2024.	Article14 TheseRegulations,and any amendments hereto, shall be implemented after approval by a shareholders meeting.	The article number is adjusted, and the enactment date and revision dates are added.

Attachment 7. Directors’ Concurrent Positions at Other Com anies p

Title	Name	Current Concurrent Positions at Other Companies
Director	Feng-Ru Chuang	 Chairman, Elite Deli Co., Ltd.  Chairman, Leofoo Agronomy Co., Ltd  Chairman, Jung Feng Investment Ltd.  Representative of a Juristic Person Director, Prime Theater Co., Ltd.
Director	Chen-Jung Lai	 Chairman/President, Leofoo Development Co., Ltd  Chairman/President, Leofoo Property Management Co., Ltd  Chairman/President, Yi Jian Construction Co., Ltd.  Chairman, Feng Jung Development Co., Ltd  Chairman, Jiu Yung Investment Ltd.  Executive Director, Leofoo Investment Ltd  Executive Director, Leofoo Development(Hong Kong) Ltd  Chairman, Si Mian Fo Management Consultant Ltd.
Independent Director	Kun-Ming Lee	 Partner Certified Public Accountant, K&B CPAs Firm  Independent Director,TST Group Holding LTD.  Director, Castles Technology Co., Ltd.
Independent Director	Chun-Chieh Chiu	 Principal Lawyer, An Bu Law Firm
Independent Director	Pei-Wen Wu	 Senior Attorney, Heng Sheng Law Firm  Deputy Executive Director, New Taiwanese Cultural Foundation  Member of Appeals Committee, Taiwan Lottery Co., Ltd.  Selection Committee Member, Taiwan Sports Lottery Co., Ltd.  Legal Advisor, Irrigation Management Office of Taoyuan, Council of Agriculture  Legal Advisor, Kinmen County Police Bureau
Independent Director	Tung-Yuan Wang	 Clinic Director, Shun Yuan Dental Clinic  Executive Director, Chung Shan Medical University Alumni Association  Director, Hing Yuan Foundation  Chairman, Taiwan National Association of Dental Implantology (TNADI)

CHAPTER 4 APPENDICES

Appendix 1. Rules of Procedure for Board of Directors Meetings (Amended Version)

LEOFOO DEVELOPMENT CO., LTD. Rules of Procedure for Board of Directors Meetings

Article 1 (Basis for the adoption of these Rules)

To establish a strong governance system and sound supervisory capabilities for this Corporation’s board of directors and to strengthen management capabilities, these Rules are adopted pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.

Article 2 (Scope of these Rules)

With respect to the board of directors meetings (“board meetings”) of this Corporation, the main agenda items, working procedures, required content of meeting minutes, public announcements, and other compliance requirements shall be handled in accordance with the provisions of these Rules.

Article 3 (Convening and notice of board meetings) The board of directors shall meet at least quarterly.

A notice of the reasons for convening a board meeting shall be given to each director and supervisor before 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice.

The notice to be given under the preceding paragraph may be effected by means of electronic transmission with the prior consent of the recipients.

All matters set forth under Article 12, paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motion.

Article 4 (Meeting notification and meeting materials)

The designated unit responsible for the board meetings of this Corporation shall be the Finance Management of the Group.

The unit responsible for board meetings shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of the meeting.

A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation by the unit responsible for board meetings. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors.

Article 5 (Preparation of attendance book and other documents; attendance by proxy) When a board meeting is held, an attendance book shall be provided for signing-in by attending directors, which shall be made available for future reference.

Directors shall attend board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in his or her place in accordance with this Corporation’s articles of incorporation. Attendance by videoconference will be deemed attendance in person.

A director who appoints another director to attend a board meeting shall in each instance issue a proxy form stating the scope of authorization with respect to the reasons for convening the meeting.

The proxy referred to in paragraph 2 may be the appointed proxy of only one person.

Article 6 (Principles for determining the place and time of a board meeting) A board meeting shall be held at the premises and during the business hours of this Corporation, or at a place and time convenient for all directors to attend and suitable for holding board meetings.

Article 7 (Chair and acting chair of a board meeting) Board meetings shall be convened and chaired by the chairperson of the board.However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.

Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, the directors shall choose one person by and from among themselves to chair the meeting.

When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of vice chairperson, the chairperson shall appoint one of the managing directors to act, or, if there are no managing directors, one of the directors shall be appointed to act as chair. If no such designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chair.

Article 8 (Reference materials, non-voting participants, and holding board meetings) When a board meeting is held, the management (or the designated unit responsible for the board meetings) shall furnish the attending directors with relevant materials for ready reference.

As merited by the content of a proposal to be put forward at a board meeting, personnel from a relevant department or a subsidiary may be notified to attend the

meeting as non-voting participants. When necessary, certified public accountants, attorneys, or other professionals retained by this Corporation may also be invited to attend the meeting as non-voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

When the time of a meeting has arrived and a majority of directors are in attendance, the meeting chair shall call the meeting to order.

When the time of a meeting has arrived and one-half all board directors are not present, the meeting chair may announce postponement of the meeting time, provided that only two postponements may be made. If the quorum is still not met after two such delays, the chair shall re-call the meeting following the procedures provided in Article 3, paragraph 2.

The term “all board directors” as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2 shall be calculated as the number of directors then in office.

Article 9 (Documentation of a board meeting by audio or video)

The entire proceedings of the Company’s board of directors’ meeting shall be recorded on audio or video tape, and be preserved for at least five years, in electronic form or otherwise.

If before the end of the preservation period referred to in the preceding paragraph any litigation arises in connection with a resolution of a board of directors meeting, the relevant audio or video recordings shall continue to be preserved until the litigation is concluded.

Where a board of directors meeting is held via tele- or video conferencing, the audio and visual documentation of the meeting form a part of the meeting minutes and shall be well preserved during the existence of the company.

Article 10 (Agenda Items)

Agenda items for the Company’s regular board of directors meetings shall include at least the following:

Matters to be reported:
A. Minutes of the last meeting and action taken.
B. Important financial and business matters.
C. Internal audit activities.
D. Other important matters to be reported.
Matters for discussion:
A. Items for continued discussion from the last meeting.
B. Items for discussion at this meeting.

3. Extraordinary motions.

Article 11 (Discussion of Proposals)

The Company’s board of directors meetings shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.

The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting.

If at any time during the proceeding of a board of directors’ meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case Article 8, paragraph 4 shall apply mutatis mutandis.

If at any time during the proceeding of a board of directors’ meeting the chair cannot continue to preside over the meeting or announces the adjournment of the meeting without adhering to Paragraph 2, the acting chair shall be appointed in accordance with Article 7, paragraph 3.

Article 12 (Matters requiring discussion at a board meeting)

The following items shall be submitted for discussion by the Company’s board of directors:

The Company’s business plan.
Annual financial reports and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).
Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (hereinafter referred to as “the Act”), and an assessment of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of any equity-type securities.
If the board of directors does not have managing directors, the election or discharge of the chairman of the board of directors.
The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may

be submitted to the following board of directors meeting for retroactive recognition.

Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority.

The term “related party” in subparagraph 8 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term “within a 1-year period” in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors’ meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

At least one independent director shall attend each meeting in person; in the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy.If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Article 13 (Voting [1])

When the chair at a board of directors meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chair may announce the discussion closed and bring the matter to vote.

When a proposal comes to a vote at a board of directors meeting of the Company, if the chair puts the matter before all directors present at the meeting and none voices an objection, the matter is deemed approved.

If the chair puts the matter before all directors present at the meeting and any director expresses an objection, the resolution shall be put to a vote in accordance with one of the following methods:

A show of hands or a vote by voting machine.
A roll call vote

A vote by ballot.
A vote by a method selected at this Corporation’s discretion.

“All directors present at the meeting” in the preceding two paragraphs does not include directors prohibited from exercising voting rights pursuant to Article 15, paragraph 1.

Article 14 (Voting [2] and methods for vote monitoring and counting)

Except where otherwise provided by the Securities and Exchange Act and the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors.

When 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 there is an amendment or 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. If anyone among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.

If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, providing that all monitoring personnel shall be directors.

Voting results shall be made known on-site immediately and recorded in writing.

Article 15 (Recusal system for directors)

If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of this Corporation, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item, and may not exercise voting rights as proxy for another director.

A director is deemed to be an interested party with respect to an agenda item in respect of which its spouse or a blood relative within the second degree of kinship, or a company with a controlling or subordinate relation with the director, is an interested party.

Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, paragraph 34 of the same Act.

Article 16 (Meeting minutes and sign-in matters)

Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:

The meeting session (or year) and the time and place of the meeting.
The name of the chair.
The directors’ attendance at the meeting, including the names and the number of directors in attendance, excused, and absent.
The names and titles of those attending the meeting as non-voting participants.
The name of the minute taker.
The matters reported at the meeting.
Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, supervisors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director pursuant to Article 12, paragraph 5.
Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, supervisor, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.
Other matters required to be recorded.

The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes and shall be publicly announced and filed on the website of the Market Observation Post System designated by the Financial Supervisory Commission, within 2 days from the date of the meeting:

Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of this Corporation.

The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of this Corporation.

The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director and supervisor within 20 days after the meeting. The minutes shall be deemed important

corporate records and appropriately preserved during the existence of this Corporation.

The meeting minutes of paragraph 1 may be produced and distributed in electronic form.

Article 17 (Principles with respect to the delegation of powers by the board) With the exception of matters required to be discussed at a board meeting under Article 12, paragraph 1, when the board of directors appoints a party to exercise the powers of the board in accordance with applicable laws and regulations or this Corporation’s articles of incorporation, the levels of such delegation and the content or matters it covers shall be definite and specific.
Article 18 (Meetings of board of managing directors) If the board of directors of the Corporation has managing directors, the provisions of Article 2, paragraph 2 of Article 3, Articles 4 to 6, Articles 8 to 11, and Articles 13 to 16 apply mutatis mutandis to this Corporation’s meetings of the board of managing directors; the provisions of paragraph 4 of Article 3 shall apply mutatis mutandis to the election or discharge of the chairman of the board of directors. However, if a meeting of managing directors is scheduled to be convened within seven days, the notice to each managing director may be made two days in advance.
Article 19 (Supplementary provisions)

These Rules shall of take effect after having been approved by a meeting of the board of directors and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules.

Article 20 These Rules and any amendments hereto shall become effective after approval by the board of directors.

These Rules were established on April 27, 2007. The 1st amendment was made on March 21, 2008. The 2nd amendment was made on March 23, 2012. The 3rd amendment was made on December 27, 2012. The 4th amendment was made on November 9, 2017. The 5th amendment was made on April 24, 2018. The 6th amendment was made on March 20, 2020. The 7th amendment was made on March 11, 2024.

Appendix 2. Procedures for Election of Directors (Before Amendment)

LEOFOO DEVELOPMENT CO., LTD. Procedures for Election of Directors

Article 1: To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2: Except as otherwise provided by law and regulation or by this Corporation’s articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3: The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation’s directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

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

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

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

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

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

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

Article 5: Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, an extraordinary shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 7: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8: The number of directors will be as specified in this Corporation’s articles of incorporation, with voting rights separately calculated for independent and nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10: If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the “candidate” column of the ballot; for a nonshareholder, the voter shall enter the candidate’s full name and identity card number.

However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate’s account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 11: A ballot is invalid under any of the following circumstances:

The ballot is not one stipulated in these Regulations.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot is a shareholder, but the candidate’s account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate’s name and identity card number do not match.
Other words or marks are entered in addition to the candidate’s account name or shareholder account number (or identity card number) and the number of voting rights allotted.
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
Article 12: The voting rights shall be calculated on-site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the number of votes with which they were elected, shall be announced by the chair on the site.

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 ballots shall be retained until the conclusion of the litigation.

Article 13: The board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 14: These Regulations, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Appendix 3. Rules of Procedure for Shareholders Meetin s g

LEOFOO DEVELOPMENT CO., LTD. Rules of Procedure for Shareholders Meetings

Article 1 The rules of procedures for this Corporation’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 2 Unless otherwise provided by law or regulation, this Corporation’s shareholders meetings shall be convened by the board of directors.

Changes to how this 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 annual shareholders meeting or before 15 days before the date of the extraordinary 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 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 before the date of the shareholders meeting, this 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 this 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:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and

shared on the virtual meeting platform.

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 essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where the 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 extraordinary 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 annual shareholders meeting and take part in the discussion of the proposal.

Prior to the date for issuance of notice of a 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 3 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.

Article 4 (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 3 p.m. Full consideration 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.

Article 5 (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 attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This 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 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 a 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 5-1 (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:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. 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.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a

shareholder meeting, then the shareholders meeting shall continue. 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, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on the agenda of that shareholders meeting.

D. Actions to be taken if the outcomes of all proposals have been announced and extraordinary motions have not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified.

Article 6 (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, 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.

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.

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

Article 7 (Documentation of a shareholders meeting by audio or video)

The Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be 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, 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 8 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 time and 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 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 6.

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 shareholders meeting pursuant to Article 174 of the Company Act.

Article 9 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 extraordinary 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 Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary 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 chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary 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.

Article 10 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker’s slip 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.

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 stop any violation.

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.

Article 11 (Calculation of voting shares and recusal system) Voting at a shareholders meeting shall be calculated based on 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 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 12 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 his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary 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 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 announced on-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 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 extraordinary 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.

Article 13 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.

Article 14 Matters relating to the resolutions of a 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.

Article 15 (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 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.

Article 16 (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 17 (Recess and resumption of a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, 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 extraordinary 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.

Article 18 (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.

Article 19 (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.

Article 20 (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 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 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 21 (Addressing 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.

Article 22 (Enforcement)

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

A endix 4. pp

Articles of Incor oration p

LEOFOO DEVELOPMENT CO., LTD. Articles of Incorporation

Chapter 1 General Provisions

Article 1 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.

Article 2 The scope of business of the Corporation is:

A101020 Growing of Crops
A102020 Agricultural Products Preparations
A401020 Raising of Livestock and Poultry
C201010 Feed Manufacturing
F103010 Wholesale of Animal Feeds
F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
F199990 Other Wholesale Trade
F202010 Retail Sale of Feeds
F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories
F205040 Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
F299990 Retail Sale of Other Products
F301010 Department Stores
F301020 Supermarkets
F401010 International Trade
F501060 Restaurants
G202010 Parking Area Operators
H701010 Housing and Building Development and Rental
H701050 Investment, Development and Construction in Public Construction
H701060 New Towns, New Community Development
H701080 Urban Renewal Reconstruction
H701090 Urban Renewal Renovation or Maintenance
H702010 Construction Manager
H703090 Real Estate Business
H703100 Real Estate Leasing
I103060 Management Consulting
I501010 Product Designing

I503010 Landscape and Interior Designing
J202010 Industry Innovation and Incubation Services
J403010 Motion Picture Projection
J601010 Arts and Culture
J701010 Electronic Game Arcades
J701020 Amusement Parks
J701040 Recreational Activities Venue
J799990 Other Recreational Services
J801010 Golf Course
J801030 Athletics and Recreational Sports Stadium
J901011 Tourist Hotel
J901020 Regular Hotel
J904011 Tourism and Entertainment
JE01010 Rental and Leasing
JZ99050 Agency Services
JZ99070 Tailoring Service
JZ99080 Beauty and Hairdressing Services
C802090 Manufacture of Cleaning Preparations
F208050 Retail Sale of Over-the-counter Drugs Class B
F108031 Wholesale of Medical Devices
F208031 Retail Sale of Medical Apparatus
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1 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 3 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 4 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 5 The Corporation may issue shares without printing share certificates, but should contact a centralized securities depository enterprise for the registration of these shares.
Article 6 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 7 Deleted.

Article 8 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.

Chapter 3 Shareholders Meetings

Article 9 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 9-1 The Company's shareholders meetings can be held by means of video-conferecing or other methods promulgated by the Ministry of Economic Affairs.
Article 10 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 11 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.

Article 12 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 13 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 14 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 15 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.

Article 15-1 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 16 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 17 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 17-1 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.
Article 18 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 19 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 20 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 21 The Corporation shall have managerial officers, and their designation, dismissal, and compensation shall be handled in accordance with the Company Act.
Article 22 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 23 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.
Business Report
Financial Statements
Proposals for Distribution of Earnings or Compensation of Losses
Article 24 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 probationary employees.

Article 24-1 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 25 Matters not covered by the Articles of Incorporation shall be handled pursuant to the Company Act and other relevant laws and regulations.
Article 26 The Corporation's organizational charter, internal rules, and regulations shall be separately determined by resolutions of the Board of Directors.
Article 27 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, 2017. The thirty-sixth amendment was made on June 6, 2019. The thirty-seventh amendment was made on June 23, 2020. The thirty-eighth amendment was made on May 30, 2022.

Leofoo Development Co., Ltd. Chairman: Feng-Ru Chuang

A endix 5. pp

Shareholdin of Directors 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 (March 29, 2024) 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	8,371,403	4.38%
Vice Chairman	Cheng-JungLai	4,668,472	2.44%
Director	Chuang Foo Foundation (Representative: Tsui-FangHsu)	12,079,888	6.31%
Independent Director	Heng-Yih Liu	2,259	-
Independent Director	Kun-MingLee	-	-
Independent Director	Chun-Chieh Chiu	-	-
Independent Director	Pei-Wen Wu	-	-
Total and percentage of shareholding of all directors		25,122,022	13.13%

Note:

The mandatory number of shares held by all directors of the Corporation shall be 11,478,769 shares.
Since the Corporation has already established an audit committee, the number of shares held by supervisors is not applicable.

AI assistant

LEOFOO — AGM Information 2024

52184_rns_2024-06-04_19a095d9-df25-4f57-a7f9-d66c4f3c7805.pdf

2024 Annual Shareholders Meeting Handbook

(Translation)

§TABLE OF CONTENTS§

CHAPTER 1 MEETING PROCEDURE

LEOFOO DEVELOPMENT CO., LTD. Meeting Procedure for the 2024 Annual Shareholders Meeting

CHAPTER 2 MEETING AGENDA

LEOFOO DEVELOPMENT CO., LTD.

Meeting Agenda for the 2024 Annual Shareholders Meeting

Management Presentation

Case 1

Case 2

Case 3

Case 4

Proposals

Case 1

Discussions

Election

Other Proposals

Extempore Motions

Adjournment

CHAPTER 3 ATTACHMENTS

Attachment 1. 2023 Business Report

Dear shareholders,

1. 2023 Business Report

B. Taipei Branch

C. Nangang Branch

B. Profit And Loss

2. Summary of The Business Plan for 2024 and The Corporation’s Future Development Strategy

(2) Leofoo Water Park

(3) Leofoo Resort Guanshi

(4) Courtyard by Marriott Taipei

(5) Leofoo Food

3. Effect of External Competition, The Legal Environment, and The Overall Business Environment

Attachment 2.

Audit Committee’s Review Re ort p

LEOFOO DEVELOPMENT CO., LTD. Audit Committee’s Review Report

Attachment 3.

Comparison Table for Amendments to the “Rules of Procedure for Board of Directors Meetin s” g

LEOFOO DEVELOPMENT CO., LTD. Rules of Procedure for Board of Directors Meetings

Attachment 4. Independent Auditors Report and Financial Statements

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Non-financial Assets Impairment Assessment

Disclosure of Fair Value Measurement of Investment Property

Other Matter – Making Reference to the Audit of Other Auditors

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Consolidated Balance Sheets

As at December 31, 2023 and 2022

English Translation of Consolidated Financial Statements Originally Issued in Chinese

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, 2023 and 2022

English Translation of Consolidated Financial Statements Originally Issued in Chinese

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

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Non-financial Assets Impairment Assessment

Disclosure of Fair Value Measurement of Investment Property

Other Matter – Making Reference to the Audit of Other Auditor

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

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

Notice to Readers

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

As at December 31, 2023 and 2022

- - 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, 2023 and 2022

- - 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, 2023 and 2022

LEOFOO AGM Information 2024