LILYTEXTILE — AGM Information 2025

Aug 20, 2025

Stock Code ： 1443

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LILY LOGISTICS DEVELOPMENT CO., LTD.

(Previous Known as LILY TEXTILE CO., LTD.)

2025 General Meeting of Shareholders

Meeting Handbook

Shareholders Meeting conducted in physical manner Time and Date: 9AM, June 11, 2025 Venue: No. 65, Sec. 1, Shuangfu Road, Pingzhen Dist., Taoyuan County Activity Center of the Company’s HQ

TABLE OF CONTENTS

I. AGENDA FOR GENERAL MEETING OF SHAREHOLDERS 1. Report Items ····································································· 2 2. Ratification Items ································································· 7 3. Matters for Discussion ·························································· 28 4. Matter for Election ······························································ 29 5. Other Matters ···································································· 30 6. Extempore Motion II. APPENDICES 1. 2024 Business Report ····························································· 2 2. Audit Committee’s Review Report ·············································· 5 3. Independent Auditor’s Report ··················································· 8 4. 2024 Financial Statements and Consolidated Business Statement ········ 18 5. 2024 Distribution of Earnings Table ·········································· 27 6. Comparison Table of Amendments to the Articles of Incorporation ·········· 31 7. Profiles of Director Candidates ·················································· 34 III. ANNEX 1. Articles of Incorporation ······················································· 35 2. Rules of Procedure for Shareholder Meetings ······························· 41 3. Procedures for Election of Directors ·········································· 46 4. Shareholding of Directors ······················································ 48 5. Other Explanatory Notes ······················································· 49

LILY LOGISTICS DEVELOPMENT CO., LTD.

2025 General Meeting of Shareholders Meeting Agenda

• I. Call the Meeting to Order

• II. Opening Address by Chairperson

III. Report Items

1. 2024 Business Report.

2. Audit Committee’s Review on 2024 Financial Statements and Consolidated Financial Statements.

3. Report on the Status of Endorsement and Guarantee and Loaning of Company Funds in 2024.

4. IV. Ratification Items

5. 2024 financial statements and consolidated financial statements – For Approval.

6. 2024 distribution of earnings – For Approval.

7. V. Matters for Discussion

8. Amendments to the Company’s Articles of Incorporation – For Approval.

9. VI. Matters for Election

Election of all Directors, including Independent Directors.

VII. Other Matters

Lifting of non-competition restrictions for newly elected Directors – For Discussion.

VIII. Extempore Motion

IX. Adjournment

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Report Items

I. 2024 Business Report

1. 2024 Business Status Report

1.1 Business Overview

For 2024, the Company’s net operating income was NT$749.21 million. Cost of Revenue was NT$394.71 million. Operating Expenses was NT$60.72 million and Operating Income was NT$293.77 million.

1.2 Profit and Loss Overview

The Company’s non-operating income and expense was NT$2.69 million, and net profit after tax was NT$245.52 million in 2024.

1.3 Financial Status

As of 2024, the Company’s total asset was 7,999.60 million, and liabilities was NT$5,834.24 million. Shareholder’s equity was NT$2,161.77 million.

2. Update on Receivables from Kunshan Liyi Textile Co., Ltd., Long-Term Collection Plans, and the Status of Machinery Sale Proceeds and Fund Lending to MIGHTY BUSINESS LTD.

The Company continues to pursue the recovery of accounts receivable and long-term receivables from its subsidiary, Kunshan Lily Textile Co., Ltd., in line with Board-approved resolutions and repayment schedules. Alongside this, the Company monitors both the macroeconomic environment in Mainland China and the operational conditions of the subsidiary. At the close of each quarter, a progress report is submitted to the Board for review and used to revise the improvement plan for the following quarter, which the Company is then responsible for executing. Currently, Kunshan Lily Textile Co., Ltd. leases out its land and factory buildings. However, the rental income—after servicing bank loan principal and interest—barely covers any remaining obligations. Aggressive collection efforts by the Company could trigger the bank to recall its loans, potentially forcing the subsidiary into liquidation and causing significant harm to shareholder equity. Despite the ongoing economic downturn in Mainland China, the location of the subsidiary’s land presents substantial potential for appreciation. To protect shareholder value, the Board has resolved to retain a domestic real estate appraisal firm annually to assess the value of Kunshan Lily’s properties on site in Mainland China. As of March 31, 2025, the outstanding receivables stood at USD 25,877,961.4. The 2025 repayment plan stipulates that repayment will depend on available liquidity. Actual repayments made so far in 2025 total USD 1,816.7.

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Regarding the machinery sale and the reclassification of the related receivable into a capital loan to MIGHTY BUSINESS LTD., the original machinery payment was recorded as an account receivable. However, in order to comply with new regulatory guidelines issued by the competent authorities, it was subsequently reclassified as a capital loan. In 2020, both parties entered into a repayment agreement stipulating monthly repayments of RMB 10,000. Due to financial constraints, as Kunshan Lily Textile Co., Ltd. had to rely on rental income to make these repayments on behalf of MIGHTY BUSINESS LTD., the latter requested a temporary suspension of payments in 2022. Repayments were scheduled to resume in March 2025 at the same monthly rate. After an on-site review of the actual financial situation in Mainland China, including an evaluation of Kunshan Lily Textile Co., Ltd.'s rental income and repayment capacity, the Company renegotiated and signed a revised agreement in 2022, which was approved by the Board of Directors. MIGHTY BUSINESS LTD. has since resumed monthly repayments of RMB 10,000 starting March 2025. As of March 31, 2025, the outstanding loan balance related to the machinery transaction stood at USD 10,314,947.76 and EUR 88,200. The repayment plan for 2025 calls for monthly repayments of RMB 10,000 beginning in March. Actual repayments made in 2025 thus far amount to USD 6,055.65.

3. Report on Employee and Director Compensation for Fiscal Year 2024

The Company has fully offset its accumulated deficit for fiscal year 2024 and achieved a surplus. Pursuant to Article 235-1 of the Company Act and Article 29 of the Company’s Articles of Incorporation, NT$2,520,000 will be allocated for employee compensation and NT$2,510,000 for director compensation.

4. Report on Non-Distribution of Dividends for Fiscal Year 2024

While the Company has fully offset its accumulated deficit for fiscal year 2024, it must allocate a special surplus reserve of NT$580,567 thousand before any earnings can be distributed. (Details regarding the allocation of the special surplus reserve were previously reported at the 2024 Annual Shareholders’ Meeting.) As a result, the Company will not distribute dividends for fiscal year 2024.

5. 2025 Business Plan Overview

The Company's Phase III warehousing and logistics building has received its occupancy permit and commenced operations in the fourth quarter of 2024. Construction of the Phase IV warehousing building began in 2024 and is expected to be completed in the third quarter of 2025, at which time the occupancy permit will also be obtained. The Company will simultaneously apply for the necessary certifications to qualify the building as a GDP- and

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GMP-compliant pharmaceutical-grade facility. These developments will position the Company as a full-service logistics provider. As the newly constructed warehouses are brought into operation year by year, both operating revenue and operating profit are expected to grow steadily.

Chairman: Manager: Accounting Officer:

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II. Audit Committee’s Review Report on 2024 Financial Statements and Consolidated Financial Statements

Lily Logistics Development Co., Ltd. Audit Committee’s Review Report

Date: March 17, 2025

To: 2025 General Meeting of Shareholders of Lily Logistics Development Co., Ltd.

The Board of Directors has prepared the Company’s 2024 Annual Business Report, the profit appropriation proposal, the Consolidated Financial Reports and the Parent Company Only Financial Statements, of which the Consolidated Financial Reports and the Parent Company Only Financial Statements have been audited by CPA CHI-SHENG CHIU and CPA DAVID WANG (partner) from Crowe LLP, and has issued a report thereon; the above-mentioned reports have been examined by the Audit Committee and found to be in order, and the Committee hereby respectfully submits its report in accordance with the Securities and Exchange Act and the Company Act.

Lily Logistics Development Co., Ltd. Audit Committee Convener: CHIEN HUA YUEH

Committee Member: SU, TING

Committee Member: LIEN, SAN-HO

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III. Statues of Endorsement and Guarantee and Loaning of Company Funds in 2024

Explanation:

1. The Company’s endorsements and guarantees for Kunshan Lily Textile Co., Ltd. at the end of 2024 was RMB178 million.

2. In 2024, the Company’s short-term financing loan to Kunshan Lily Textile Co., Ltd. was NT$164 million. Business transaction loan to Kunshan Lily Textile Co., Ltd. was NT$342 million.

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Ratification Items

1.Proposed by the Board

Proposal: Adoptions of the 2024 Financial Statements and Consolidated Financial Statements.

Explanation: 2024 Business Report of the Company, Balance Sheet, Income Statement, Statement of Changes in Shareholder’s Equity and Cash Flow Statement, as well as 2024 Consolidated Balance Sheet, Income Statement, Statement of Changes in Shareholder’s Equity and Cash Flow Statement (please refer to page 7-26) were audited by auditors and approved by the Board on March 12, 2025.

Resolution:

2.Proposed by the Board

Proposal: Adoption of Proposal for 2024 Distribution of Earnings.

Explanation: The Board has adopted the Proposal for 2024 Distribution of Earnings (please refer to

page 27) on March 12, 2025. It has been respectively submitted to Audit Committee for approval.

Resolution:

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Lily Logistics Development Co., Ltd. Distribution of Earnings 2024

Lily Logistics Development Co., Ltd. Distribution of Earnings 2024
	Unit: NT$
Beginning Accumulated Deficit	($217,816,730)
Add: Net Income After Tax for Fiscal Year 2024	245,517,906
Add: Share of Profit or Loss Recognized Using the Equity Method	$193,803
Less: Other Comprehensive Income (Remeasurement of Defined Benefit Plans)	($2,154,521)
Less: Appropriation of Legal Reserve	($2,574,046)
Less: Appropriation of Special Reserve	($23,166,412)
Ending Distributable Earnings	$0

Note: As approved by the Board of Directors for fiscal year 2024, NT$2,510,000 has been allocated for directors’ and supervisors’ remuneration, and NT$2,520,000 has been allocated for employee compensation.

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Matters for Discussion

1. Proposed by the Board

Proposal: Amend the Company’s Articles of Incorporation – for Discussion

Explanation: In response to changes in the Company’s business activities and to comply with Article 14, Paragraph 6 of the Securities and Exchange Act, which requires listed and OTC-listed companies to specify in their Articles of Incorporation that a designated percentage of annual earnings must be allocated to adjust the wages or distribute compensation to rank-and-file employees, the Company proposes to amend Articles 2 and 29 of the Articles of Incorporation. A comparison of the current and proposed amendments is provided in Appendix 5. This proposal is submitted for discussion.

Resolution:

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Matters for Election

1. Proposed by the Board

Proposal: Full Re-election of Directors (Including Independent Directors) – for Discussion.

Explanation: The term of the Company’s 16th Board of Directors will expire on June 14, 2025. Pursuant to the Company Act and the Company’s Articles of Incorporation, a full re-election will be held at the 2025 Annual General Meeting to appoint the 17th Board of Directors. A total of nine directors, including three independent directors, will be elected through the candidate nomination system. The elected directors will serve a three-year term from June 11, 2025, to June 10, 2028. The current directors will be discharged upon the election of the new directors.

Election Result:

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Other Matters

1.Proposed by the Board

Proposal: Proposal to Lift Newly Elected Directors from Non-Competition Restrictions – for

Discussion

• Explanation: 1. Pursuant to Article 209 of the Company Act, directors who engage in activities within the scope of the Company's business for themselves or others must disclose the material details of such activities at the shareholders' meeting and obtain approval.

• To ensure that the Company's interests are not impaired, it is proposed that the shareholders' meeting approve the release of the newly elected directors and their representatives from non-competition restrictions.

• Details are as follows:

Newly Elected Directors and Their Major Positions in Other Companies

Director Name	Major Positions Held at Other Companies
SU TUNG YUNG	Chairman, Gisong Enterprise Corporation Director, Kunshan Lily Textile Co., Ltd.
SU CHIN YUAN	Chairman, Kunshan Lily Textile Co., Ltd. Director, Gisong Enterprise Corporation
SU PAI HUANG	General Manager, Zig Sheng Industrial Co., Ltd.
SU TING KUEI	Vice Chairman, Kunshan Lily Textile Co., Ltd. Chairman, Kunshan Qiangyi Trading Co., Ltd.
SU TING HUNG	Chairman, SunnyLogisticsCo.,Ltd.
LIEN, SAN-HO	General Manager, Fu Kai Textile Co., Ltd.

Note: Director SU PAI HUANG assumed the position of Chairman of Ji-Sheng Industrial Co., Ltd. on April 23, 2025.

Resolution:

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LILY LOGISTICS DEVELOPMENT CO., LTD. Comparison Table of Amendments to the Articles of Incorporation

	Revised Provisions	Original Provisions	Description
	Article 2: The Company's business scope shall include: 001 I301010 Information Software Services 002 IZ06010 Sorting and Packaging Services 003 G801010 Warehousing Services 004 F108040 Cosmetics Wholesale 005 F110020 Eyewear Wholesale 006 F118010 Information Software Wholesale 007 F113020 Electrical Appliances Wholesale 008 F113110 Battery Wholesale 009 F203020 Tobacco and Alcohol Retail 010 F207080 Environmental Pesticide Retail 011 F208040 Cosmetics Retail 012 F208050 Class II Pharmaceuticals Retail 013 F210020 Eyewear Retail 014 F218010 Information Software Retail 015 F213010 Electrical Appliances Retail 016 F213110 Battery Retail 017 I301020 Data Processing Services 018 I301030 Electronic Information Supply Services 019 ZZ99999 Businesses not requiring special permits, provided they are not prohibited or restricted by law 020 C802100 Cosmetics Manufacturing 021 C301010 Spinning Industry 022 H701010 Residential and Building Development, Leasing, and Sales 023 H701020 Industrial Plant Development, Leasing, and Sales 024 H701040 Specialized Zone Development 025 H703100 Real Estate Leasing 026 C103050 Canned, Frozen, Dehydrated, and Pickled Food Manufacturing 027 C110010 Beverage Manufacturing 028 F101040 Livestock and Poultry Wholesale 029 F101050 Aquatic Products Wholesale 030 F102030 Tobacco and Alcohol Wholesale 031 F401010 International Trading 032 CZ99010 Ice Manufacturing 033 F203010 Food, Grocery, and Beverage Retail	Article 2: The Company's business scope shall include: 1. Spinning, weaving, processing, sales, bidding, and agency services related to natural cotton, synthetic fibers, and various chemical fibers. 2. Commissioning construction companies to develop and sell or lease commercial buildings and residential properties, as well as developing industrial zones approved by relevant authorities. 3. Processing and sales of fruits and vegetables. 4. Sales of canned goods, coffee, soft drinks, fruit juices, and snack foods. 5. Packaging and cold storage services for the aforementioned products. 6. Manufacture, processing, and sales of frozen prepared foods (including frozen fish, shrimp, and meats). 7. Leasing of cold storage warehouses. 8. Importation and wholesale distribution of alcoholic beverages. 9. Processing and import/export of grains and beans (e.g., corn, wheat, barley, oats, buckwheat, rye, rice, potatoes, soybeans) and their by-products and snack foods. 10. General import/export trading and agency services, excluding regulated businesses. 11. Manufacturing, assembling, installation, contracting, and leasing services for machinery, equipment, materials, and components. 12. Ice manufacturing. 13. I301010 Information Software Services 14. IZ06010 Sorting and Packaging Services 15. I103010 Business Management Consulting Services 16. G801010 Warehousing Services 17. F102100 Candy Wholesale 18. F102110 Baked Goods Wholesale 19. F102160 Supplementary Food Wholesale 20. F107080 Environmental Pesticide Wholesale 21. F108040 Cosmetics Wholesale 22. F108060 Class II Pharmaceuticals Wholesale	The Company
			revised its
			business scope in
			accordance with the
			"Company Name and
			Business Scope Pre-Approval Letter"issued
			by the
			Ministry of
			Economic Affairs on
			March 7,
			2025. The
			original provisions were deleted,
			and new
			provisions were established based on
			updated regulatory requirements.

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	034 F108031 Medical Equipment Wholesale 035 F208031 Medical Equipment Retail 036 C802041 Western Pharmaceutical Manufacturing 037 CF01011 Medical Equipment Manufacturing 038 F108021 Wholesale of Western Pharmaceuticals 039 F208021 Retail Sale of Western Pharmaceuticals 040 G202010 Operation of Parking Facilities 041 F108011 Wholesale of Traditional Chinese Medicine 042 F208011 Retail Sale of Traditional Chinese Medicine 043 C802051 Manufacturing of Traditional Chinese Medicine	23. F109040 Toy and Entertainment Goods Wholesale 24. F110020 Eyewear Wholesale 25. F118010 Information Software Wholesale 26. F113020 Electrical Appliances Wholesale 27. F113050 Office Equipment Wholesale 28. F113110 Battery Wholesale 29. I103030 Hospital Management Consulting Services 30. F203010 Food and Beverage Retail 31. F203020 Tobacco and Alcohol Retail 32. F207080 Environmental Pesticide Retail 33. F208040 Cosmetics Retail 34. F208050 Class II Pharmaceuticals Retail 35. F210020 Eyewear Retail 36. F218010 Information Software Retail 37. F213010 Electrical Appliances Retail 38. F213030 Office Equipment Retail 39. F213110 Battery Retail 40. I301020 Data Processing Services 41. I301030 Electronic Information Supply Services 42. ZZ99999 Businesses not requiring special permits, provided they are not prohibited or restricted by law.
	Article 29: In any fiscal year where the Company records a profit, no less than 3% of the profit shall be allocated for employee compensation.From this amount, 15% must first be reserved for salary adjustments or additional distributions to grassroots employees, after which the remaining employee compensation shall be distributed. The method of distribution, either in stock or cash, shall be determined by a resolution of the Board of Directors. Recipients may include employees of the Company's subsidiaries who meet specified criteria. Separately, the Board of Directors may resolve to allocate up to 3% of the profit as director compensation. The distribution of employee and director compensation must be reported to the shareholders' meeting. If the Company has accumulated losses, such losses must first be covered before any allocations for employee or director compensation are made according to the specified percentages.	Article 29: In any fiscal year where the Company records a profit, no less than 3% of the profit shall be allocated for employee compensation. The method of distribution, either in stock or cash, shall be determined by a resolution of the Board of Directors. Recipients may include employees of the Company's subsidiaries who meet specified criteria. Separately, the Board of Directors may resolve to allocate up to 3% of the profit as director compensation. The distribution of employee and director compensation must be reported to the shareholders' meeting. If the Company has accumulated losses, such losses must first be covered before any allocations for employee or director compensation are made according to the specified percentages.	In accordance with regulations set by the competent authority.

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Article 31: These Articles of Incorporation were established on November 16, 1972. 1[st] amendment was made on April 20, 1973.

Article 31: These Articles of Incorporation Addition of were established on November 16, 1972. 1[st] the latest amendment was made on April 20, 1973. amendment date.

(omitted) (omitted) 33[rd] amendment was made on June 15, 33[rd] amendment was made on June 15, 2022. 2022. 34[th] amendment was made on June 11, 2025.

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Profiles of Director Candidates

Title	Name	Shares Held	Education	Experience	Current Position
Director	SU TUNG YUNG	5,820,072	Elementary School Graduate	Chairman, Lily Logistics Development Co., Ltd. Chairman, Gisong Enterprise Corporation Director, Lily Logistics Development Co., Ltd.	Same as left.
Director	SU CHIN YUAN	6,626,758	Bachelor’s Degree, Department of Business Administration, Tamkang University	Chairman, Kunshan Lily Textile Co., Ltd. General Manager, Lily Logistics Development Co., Ltd. Director, Lily Logistics Development Co., Ltd.	Same as left.
Director	SU PAI HUANG	3,737,510	Master’s Degree, Business Management, National Chengchi University	General Manager, Gisong Enterprise Corporation Director, Lily Logistics Development Co., Ltd.	Same as left.
Director	SU TING KUEI	2,739,221	California State University, Fullerton	Chairman, Kunshan Qiangyi Trading Co., Ltd. Vice Chairman, Kunshan Lily Textile Co., Ltd. Director, Lily Logistics Development Co., Ltd.	Same as left.
Director	SU TING HUNG	5,228,597	Department of Banking and Insurance, Takming Institute of Business	Chairman, Lily Construction Co., Ltd. Chairman, Sunny Logistics Co., Ltd. Associate, Lily Logistics Development Co., Ltd. Director, Lily Logistics Development Co., Ltd.	Same as left.
Director	WANG KUEI FANG	0	Kuang-Fu Senior High School Graduate	Chairman, Yuan Feng Construction Co., Ltd.	None
Independen t Director	LIEN, SAN-HO	0	High School Graduate	General Manager, Fu Kai Textile Co., Ltd. Chairman, Yu Yang Entertainment Co., Ltd. Independent Director, Lily Logistics Development Co., Ltd.	Same as left.
Independen t Director	CHU WU HSIANG	0	Bachelor’s Degree, Feng Chia University	General Manager, Rieter Asia (Taiwan) Limited Chiarman, Rui Sheng Enterprise Co., Ltd.	General Manager, Rui Sheng Enterprise Co., Ltd.
Independen t Director	LIAO WU CHIEN	0	Tatung Institute of Technology	Chairman, Hsiang Cheng Fiber Co., Ltd.	None

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Lily Logistics Development Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company shall be incorporated, as a company limited by shares, under the Company Act, and its name shall be Lily Logistics Development Co., Ltd.

Article 2: The scope of business of the Company:

1. The spinning, weaving, processing, trading, bidding and representing business of natural cotton, artificial fiber and various chemical fiber.

2. To consign construction companies to build commercial building and public housing to lease, and to consign construction companies to develop industrial zones approved by industrial authorities.

3. Processing and selling of various vegetables and fruits.

4. Sales of canned food, coffee, soft drinks, juices, canned drinks, and snacks.

5. Packaging and refrigeration businesses of the aforementioned product.

6. Manufacturing, processing and selling of ready-made frozen food (including frozen fish, pawns and meat).

7. Leasing service of refrigerated warehouse.

8. Import and wholesale business of alcohols.

9. Processing and import/export businesses of grains, beans (corns, wheat, barley, oat (buckwheat, rye), rice, potatoes, soybeans, and etc.) and their byproducts.

10. General import and export trading and agency businesses (except those that are subject to special approval).

11. Manufacturing, assembling, installation, contracting and leasing business of various machinery and its equipment

12. Ice making business.

13. I301010 Information Software Services.

14. IZ06010 Tally Packaging.

15. I103010 Enterprise Management Consultancy.

16. G801010 Warehousing.

17. F102100 Wholesale of Sugar Confectionery.

18. F102110 Wholesale of Bakery Product.

19. F102160 Wholesale of Assist Food Products.

20. F107080 Wholesale of Environmental Agents

21. F108040 Wholesale of Cosmetics

22. F108060 Wholesale of the Second Type Patent Medicine

23. F109040 Wholesale of Toys and Recreational Articles

24. F110020 Wholesale of Spectacles

25. F118010 Wholesale of Computer Software

26. F113020 Wholesale of Household Appliance

27. F113050 Wholesale of Computers and Clerical Machinery Equipment

28. F113110 Wholesale of Batteries

29. I103030 Hospital Management Consultancy

30. F203010 Retail Sale of Food, Grocery and Beverage

31. F203020 Retail Sale of Tobacco and Alcoholic Drinks

32. F207080 Retail Sale of Environmental Agents

33. F208040 Retail Sale of Cosmetics

34. F208050 Retail Over-the-counter drugs class B

35. F210020 Retail Sale of Glasses

36. F218010 Retail Sale of Computer Software

37. F213010 Retail Sale of Electrical Appliances

38. F213030 Retail Sale of Computers and Clerical Machinery Equipment

39. F213110 Retail Sale of Batteries

40. I301020 Data Processing Services

41. I301030 Electronic Information Supply Services

42. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

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• Article 3: The total amount of the Company’s re-investment is not limited by Article 13 of the Company Act.

• Article 4: The Company may make endorsements and guarantees for its subsidiaries and other businesses of the same trade.

• Article 5: The Company is incorporated in Taoyuan County, Province of Taiwan, and may set up branch offices within or outside of Taiwan when deemed necessary.

• Article 6: The Company’s announcement method is in accordance with Article 28 of the Company Act.

Chapter 2 Shares

• Article 7: The registered capital of the Company is NTD 3,530 million, divided into 353,000,000 ordinary shares of NTD 10 per share. The Board of Directors is authorized to issues these shares separately, and are allowed to issue preferred shares.

• Among the aforementioned total capital, NTD 50 million is reserved for issuing of employee stock option certificates divided into 5 million shares of NTD 10 per share. The Board of Directors is authorized to issue these shares separately.

• Article 8: The rights and other important issuance terms of the Company’s A type preferred shares are as follows:

• Any earnings concluded in a fiscal year shall first make up for losses of previous years, right after statutory taxation and accounting adjustments. Any surpluses are subject to provision of legal reserves and special reserves according to the Articles of Incorporation, and the remaining earnings shall be paid to preferred shareholders as preferred share dividends and bonus after remuneration of Directors and Supervisors and employee bonus are paid.

• The dividend and bonus rate are capped at 4% per annum on the issue price. Cash dividends will be distributed annually. Once the Company’s Audited Financial Reports have been acknowledged in the annual general meeting of the shareholders, the Board shall be authorized to set the payment date for the distribution of the payable share dividends for the previous year. In the year of issuance and redemption, the distribution of the payable cash dividends and bonus shall be calculated based on the actual number of days in that year. Issuance date is defined the same as the capital increase reference date. The year when preferred shares are transferred to ordinary shares, there is no distribution of preferred share cash dividends or bonus; however, the current year’s ordinary share dividends and additional paid-in capital can be distributed.

• If there is no earning or insufficient earning for distributing dividends or bonus, the aforementioned preferred share dividends and bonus shall be cumulative to accrue and be payable in subsequent years where there are earnings. However, when preferred shares are transferred to ordinary shares, the aforementioned cumulative preferred share dividends and bonus shall cease to be payable.

• Preferred Shareholders are not entitled to participate in the earing distribution of ordinary shares.

• 5.When the Company uses earnings or additional paid-in capital to increase capital, preferred shareholders are not entitled for distribution. However, at this specific issuance of preferred shares as additional paid-in capital to undistributed earnings, there is an exception for preferred shareholders to share in the distribution as ordinary shareholders per shareholding percentage.

• Upon the issue of new shares with cash, preferred shareholders and ordinary shareholders have the same stock options.

• Preferred shares have preference over ordinary shares upon distribution of remaining properties, but it shall not exceed the issue amount.

• Preferred shareholders have no voting rights and no right to vote on election of directors at the General Meeting of Shareholders.

• If the bonus share of ordinary share is distributed more than 0.2 share (not including) during the issuance period which is the following year after the Company issued preferred shares, it has to be resolved in the General Meeting of the Preferred Shareholders attended by shareholders representing more than one-half of the total preferred shares issued, and the resolution has to be approved by more than two-thirds of the attended shareholders.

• Preferred share cannot be converted to ordinary shares when issued. Preferred shares shall be converted to ordinary share in whole at the same share number 6 years after issued date. One preferred share shall be converted to one ordinary share. Upon conversion, the converted shares shall have the same rights and obligations as common shares.

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• Article 9: The Company’s share certificates are name-bearing share certificates and shall be signed, sealed and numbered by the Board of Director representing the Company, and issued under the authority of registrar.

• The Company may issue shares and be exempted from printing any share certificate for shares issued and shall register the issued shares with a centralized securities depositary enterprise; and comply with the regulations of that enterprise.

• Article 10: The Company’s shareholder’s services shall be governed by Company Act, Regulations of Governing the Administration of Shareholder Services of Public Companies and relevant regulations and rules.

• Article 11: Following are procedures to request for issue of share replacement(s):

• Shareholder or legal owner shall report the event to the police authority and complete an application for reporting loss of stock certificates, and send such to the Company for the record. In cases where the transfer procedure has not been completed, the applicant shall also attach a proof od document provided by the securities firm or the transferor.

• The applicant shall, within 5 days, apply to the court for a public summons under the Code of Civil Procedure, and send to the Company a photocopy of the application affixed with the court’s stamp indicating its receipt of the application; where such procedure is not commenced upon the expiration of the time period, the Company may cancel the application for reporting loss of stock certificates.

• Upon issuance of a public summons ruling by the court, the applicant shall make a public notice in a manner required in the court ruling, and upon the expiration of the period of public summons, the applicant shall apply to the company for issuance of replacement stock certificates by attaching the court's judgment of abridgment of rights.

• Article 12: No share shall be transferred within 60 days prior to the convening date of a general meeting of shareholders, or within 30 days prior to the convening date of a special shareholder’s meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter 3 General Meeting of Shareholders

• Article 13: There are two types of shareholders’ meetings: general shareholders’ meetings and special shareholders’ meetings. The General Meeting of Shareholders shall be convened annually within six months after the end of each fiscal year. Special Meeting shall be convened as required in accordance with applicable laws and regulations. The General Meeting is convened by the Board of Directors unless otherwise specified in the Company Act.

• Notice shall be given to the shareholders at least thirty (30) days prior to an general meeting, and at least fifteen (15) days prior to a special meeting, stating the date, place, and purpose of the meeting. Notice to shareholders holding less than a thousand (1,000) shares may be given by public announcement.

• Notification of convening of a shareholder’s meeting can be sent via e-mail if the recipients of such notification give their consent.

• Article 14: Shareholders who cannot attend a shareholders’ meeting can provide the power of attorney provided by the Company to authorize a proxy to attend the meeting and to state the scope of authorization vested to the proxy. Designating a proxy to attending a shareholders’ meeting by a shareholder should comply with Article 177 of the Company Act as well as the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings promulgated by the government.

• Article 15: Unless otherwise required by laws and regulations, the resolution of shareholders’ meetings will be adopted if the meeting is attended by more than one-half of the total shareholders, and more than one-half of the attended shareholders approved it by vote.

• Article 16: Each share of the Company is entitled to one vote. Shares as prescribed under Article 179 of the Company Act has no voting rights.

• Voting rights of preferred shares shall be governed by Article 8 of this chapter.

• The shareholders may exercise their voting rights by mail or electronic transmission. The notice of the shareholders’ meeting shall specify the instructions for voting by mail or electronic transmission. A shareholder who exercises his voting rights by mail or electronic transmission will be deemed to have waived his rights to vote on any ad hoc motions and amendments to the original proposals at such meeting.

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• Article 17: The resolutions adopted at the shareholders’ meeting shall be made into minutes, which shall be signed by or affixed with seal of the chairperson of the meeting and distributed to all shareholders within the time required by law. Minutes of the meeting shall include the date and place of the meeting, the name of the chairperson at the meeting, the resolutions. Meeting minutes can be made and distributed electronically.

The foregoing minutes may be distributed by public announcements.

Chapter 4 Board of Directors

• Article 18: The Company shall have seven to nine directors (including 3 independent directors), with adoption of candidates’ nomination system, the directors shall be elected by the shareholders with disposing capacity, and complying with Article 198 of the Company Act. There shall be at least three independent directors among the number of directors to be elected. And the independent directors shall represent at least one-fifth of the total number of directors to be elected. The term of office for directors is three years, and when the term is over yet not due for re-election, the term shall be extended for executing his/her duties until next elected directors take office. The Audit Committee of the Company is composed of all Independent Directors. The exercise of the duty by members of the Audit Committee and other regulations is in compliance with the regulations of the competent authority of securities and the Company.

• All registered shares owned by all Board of Directors of the Company shall not be less than certain percentage of the totally Company shares. The percentage and review method shall be in accordance with Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies issued by Securities and Futures Bureau of Financial Regulatory Commission of Executive Yuan.

• Article 19: The Board of Directors shall decide the Company’s business directions and other important issues. These important issues including acquisition or disposal of important assets and properties.

• Article 20: The meeting of the Board of Directors shall be participated by at least two-third of the directors, and half of the participants agree to elect one of the directors as Chairperson of the Board. The Chairperson is the chairperson for the General Meeting of shareholder and Meeting of the Board internally, and representing the Company externally.

If the Chairperson of the Board cannot exercise his/her powers and duties for any reason, a director shall be appointed by the Chairperson as proxy. When there is no proxy appointed, the Board of Directors shall elect a director as proxy.

• Article 21: The Chairperson of the Board or his/her proxy shall preside as chairperson at the board meeting. Unless otherwise prescribed by the Company Act, resolution of the Board of Directors should be approved by at least half of the Directors at the meeting attended by more than half of the Directors. Directors who cannot attend the meeting can provide a power of attorney, specifying the scope of power vested to the proxy, and who should be the director attending the meeting. A director’s proxy may act as a proxy for only one other Director.

If the Board meeting is held in the form of video conference, those participated by video conference are deemed as participation in person.

• Article 21-1: The notice for the Board Meeting shall specify the reasons for the meeting and shall be served to each Director at least seven (7) days prior to the meeting. A Board Meeting may be held at any time in case of an emergency. Notice must be sent via mail, email or fax.

• Article 22: Resolutions adopted at a Board of Directors’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and shall be keep in the Company and distributed to all directors of the Company within days required by law.

• Article 23: If one-third of the Directors are absent from the Meeting of the Board, a provisional meeting of shareholders must be held within sixty (60) days to elect new Director/s. The new Director/s elected from such provisional meetings is to finish the remaining tenures of the original elected person/s.

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• Article 24: The monthly meeting attendance fees of the Directors, irrespectively of whether the Company makes a profit or loss, is delegated to the Remuneration Committee to determine, and the total amount is not to be exceeding NTD 20 thousand.

• The Chairperson and the Board of Directors shall receive salary for exercising the duty for the Company’s business. The amount of their compensation is based on their level of involvement in the Company’s operations, the value of their contributions, and the average level of compensation for directors in the same industry.

The Company may purchase liability insurance for the directors during their tenures. This is authorized to be executed by the Board of Directors.

Chapter 5 Managers

• Article 25: The Company shall have managers. Their appointments and dismissals shall be agreed by at least one-half of the Board of Directors.

• Article 26: The Company shall pay remuneration for employees regardless of profit or loss of the Company.

Chapter 6 Accounting

• Article 27: The fiscal year of the Company shall be from 1 of January to 31 of December each year.

• Article 28: At the end of the fiscal year, the Board of Directors shall prepare the following statements:

• Business Report.

• Financial Statements.

• Earnings distribution and Loss make-up proposals to be presented at the General Meeting of Shareholder as proposals.

• Article 29: If the Company makes a profit in a year, the Company shall distribute not less than 3% of such profit to the employees of the Company in the form of shares or cash as resolved by the Board of Directors, provided that the distribution shall be made to employees of the Company’s subsidiaries who satisfy certain conditions; the Company may also distribute not more than 3% of such profit to the Directors, subject to the resolution of the Board of Directors. The distribution of remuneration to employees and directors shall be reported to the General Meeting of Shareholders.

• If there is any accumulated loss in the Company’s annual results, the Company shall reserve the make-up amount first, and may follow the previous Article’s directions to distribute remuneration for employees and the Boards of Directors.

• Article 29-1: If after the annual closing of the books there is a profit, the Company shall, after having provided for taxes and offset the accumulated losses of previous years, and then set aside 10% as legal reserve, except that if the legal reserve has reached the Company’s pai-in capital, no further provision shall be made, and the remaining balance shall be set aside or reversed to be a special reserve in accordance with law; if there is any remaining surplus and together with the accumulated undistributed earnings, the Board of Directors shall prepare a proposal for the dividend distribution and submit it to the shareholder’s meeting for resolution.

• The Company’s dividend policy is to enhance sales expansion, and to take into consideration of the Company’s capital expenses and operation needs. The annual distribution of dividends shall be in cash or in shares, and cash distribution to shareholders shall be no less than 10% of shareholder bonus.

Chapter 7 Supplemental Provisions

• Article 30: Matters not addressed by these Articles shall be governed by the Company Act and other applicable laws.

Article 31: These Articles of Incorporation were adopted on November 16, 1972. The first amendment was made on April 20, 1973 The Second amendment was made on March 14, 1977 The Third amendment was made on May 15, 1977 The Fourth amendment was made on April 30, 1980, The Fifth amendment was made on October 14, 1982 The Sixth amendment was made on June 12, 1984

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• The Seventh amendment was made on May 30, 1985 The Eighth amendment was made on June 27, 1987 The Ninth amendment was made on June 7, 1988 The Tenth amendment was made on May 25, 1989 The 11th amendment was made on March 30, 1990 The 12th amendment was made on April 23, 1991 The 13th amendment was made on May 27, 1992 The 14th amendment was made on May 7, 1993 The 15th amendment was made on May 20, 1994 The 16th amendment was made on May 12, 1995 The 17th amendment was made on May 17, 1996 The 18th amendment was made on May 23, 1997 The 19th amendment was made on April 30, 1998 The 20th amendment was made on May 28, 1999 The 21st amendment was made on May 26, 2000 The 22nd amendment was made on June 8, 2001 The 23rd amendment was made on June 14, 2002 The 24th amendment was made on June 14, 2005 The 25th amendment was made on June 15, 2006 The 26th amendment was made on June 18,2010 The 27th amendment was made on June 10, 2011 The 28th amendment was made on June 12, 2012 The 29th amendment was made on June 17, 2014 The 30th amendment was made on June 13, 2016 The 31st amendment was made on June 14, 2018 The 32nd amendment was made on June 9, 2020 The 33rd amendment was made on June 15, 2022

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Lily Logistics Development Co., Ltd. Rules of Procedure for Shareholder Meetings

Article 1

To establish a strong governance system and sound supervisory capabilities for the Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the Board of Directors.

This Company 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 or supervisors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a general shareholders meeting or 15 days before the date of a special shareholders meeting.

This Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the general shareholders meeting or 15 days before the date of the special shareholders meeting.

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 or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, 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 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 Company a proposal for discussion at a regular 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 Company 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 a regular shareholders meeting is held, the Company 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.

Proposals submitted by shareholders are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, the Company 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 4

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For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company 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 Company 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 Company, 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 Company 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.

Article 5 (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of the Company, 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.

Article 6 (Preparation of documents such as the attendance book) The Company shall specify in its notice for shareholders meeting the time for attendance registrations for shareholders, 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 sufficient manpower shall be assigned to handle the registrations.

Shareholders or shareholders’ proxies (hereinafter referred to as “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company 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 Company 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 Company 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 or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7 (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 chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson 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 chairperson 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 Company. 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 chairperson of the board in person and attended by 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 Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend shareholders meeting in a non-voting capacity.

Article 8 (Documentation of a shareholders meeting by audio or video)

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The Company, 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.

Article 9

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 meeting time has arrived, and the chairman should announce the commencement of the meeting and simultaneously disclose the number of non-voting shares and shares present.

However, when the attending shareholders do not represent 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 the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.

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 10

If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. 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 11 (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 5 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.

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After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12 (Calculation of voting shares and recusal system) Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, 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 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 13

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 Company holds a shareholder 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 the Company avoid the submission of extraordinary motions and amendments to original proposals.

Amendment to the motion and original proposal.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 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 Company, 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 Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of 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.

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 Company.

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.

Article 14

The election of Directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, 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 ballots shall be retained until the conclusion of the litigation.

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Article 15

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 Company 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 Chairperson’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 Company.

Article 16 (Public disclosure)

On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies. This shall be disclosed at the same and place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintaining order at the meeting place)

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 an identification card or armband 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 Company, 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 18 (Recess and resumption of a shareholders meeting)

When a meeting is in progress, the Chairperson may announce a break based on time considerations. If a force majeure event occurs, he/she 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 the matters (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 19

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

Article 20

These Rules were adopted on June 15, 2022.

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Lily Logistics 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:

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

2. 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:

1. The ability to make judgments about operations.

2. Accounting and financial analysis ability.

3. Business management ability.

4. Crisis management ability.

5. Knowledge of the industry.

6. An international market perspective.

7. Leadership ability.

8. Decision-making ability.

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

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

Article 4

The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 5

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

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

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

Article 6

The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

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Article 7

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8

The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9

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

Article 10

A ballot is invalid under any of the following circumstances:

1. The ballot was not prepared 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.

Article 11

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

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 12

The board of directors of this Corporation shall issue notifications to the persons elected as directors.

Article 13

These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Article 14

These Procedures were established on June 15, 2022.

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Lily Logistics Development Co., Ltd. Shareholding of Directors

1. The shareholding of directors and supervisors are as per required percentage stipulated in Article 26 of the Securities and Exchange Act:

2. (1) The minimum number of shares required by law to be held by all directors is 8,120,581 shares.

3. The shareholdings of all directors as of the date of closure of the Register of Members (book closure date) are (were) as follows:

Title	Name	Number of shares held	Share ratio
Chairman	SU TUNG YUNG	5,658,072	4.18%
Board of Director	SU CHIN YUAN	10,826,958	7.99%
Board of Director	SU PAI HUANG	10,826,958	7.99%
Board of Director	SU TING KUEI	2,739,221	2.02%
Board of Director	SU TING HUNG	5,240,597	3.87%
Board of Director	LU HSUEH TUNG	50,665	0.03%
Independent Director	SU TING	500,536	0.36%
Independent Director	CHIEN HUA YUEH	0	0%
Independent Director	LIEN SAN HO	0	0%
Total non-independent director held shares		27,590,023	20.38%

Note: The date for this general meeting of shareholders is on June 11, 2025 (book closure date is from April 13 to June 11, 2025).

Share capital:135,343,011shares

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LILY LOGISTICS DEVELOPMENT CO., LTD.

Other Explanatory Notes

1. According to Article 172, paragraph 1 of the Company Act, shareholders may make proposals. These is no proposals from shareholders during this general meeting.

2. According to Article 192, paragraph 1 of the Company Act, shareholders may make nomination. These is no nomination from shareholders during this general meeting.

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