NYDF - AGM Information 2023 | FinancialReports.eu

Meeting Agenda .................................................................................. 1 Reports ................................................................................................ 2 Acknowledgments .............................................................................. 9 Discussions .......................................................................................... 27 Questions and Motions ...................................................................... 29

Appendices

Articles of Incorporation ................................................................... 30 Rules of Procedure for Shareholder Meetings ................................ 35 Directors’ and supervisors’ individual and aggregate shareholding shown in the shareholders registry: ................................................. 38 Effects of stock dividends on the Company’s business performance, earnings per share, and shareholder ROI ....................................... 38

Nan Yang Dyeing & Finishing Co., Ltd. 2023 Annual General Meeting Agenda

Form of Meeting: Physical Shareholder Meeting Time: June 13, 2023 (Tuesday), 9:00AM

Address: No. 233, Section 3, Nanshan Road, Luzhu District, Taoyuan City

(4F conference room of the Head Office)

One. Announce the Total Number of Shares Represented in the Meeting

Two. Commencement of the Meeting

Three. Chairperson’s Opening Remarks

Four. Reports

2022 Business Report.
Audit Committee’s Review Report.
Report on allocation of 2022 employee remuneration and director remuneration.
Allocation of cash dividends from 2022 earnings.
Reports on other matters.

Five. Acknowledgments

Acknowledgment of the Company’s 2022 Business Report, Standalone Financial Statements, and Consolidated Financial Statements.
Acknowledgment of the Company’s 2022 earnings appropriation.

Six. Discussions:

Partial amendment of the Company’s “Articles of Incorporation”,

to be resolved through vote.

Seven. Special Motions

Eight. Adjournment

Four. Reports

1. 2022 Business Report

(1) Operational Guidelines:

On August 26, 2022, our company announced its decision to withdraw from the dyeing and finishing industry and transform into a real estate leasing business. After the transformation, it can reflect the substantial value of the company’s assets to protect shareholders’ rights and interests.

Its subsidiary (Nanotech Semiconductor Corp.) is an assembly and OEM plant for communication semiconductor components.

(2) The following is a report of the Consolidated Entity’s operational performance for 2022 and 2021:

Unit: NTD Thousands

Item	2022	2021	Variation (%)
Net Operating Revenue	`395,971`	477,354	`(17.0)`
OperatingProfit	`45,897`	109,052	`(57.9)`
Non-operating Income and Expenses	`23,218`	649	`3,477.5`
Profit Before Tax	`69,115`	109,701	`(37.0)`
Income Tax Expenses	`(13,135)`	(22,219)	`(40.9)`
Net Income	`55,980`	87,482	`(36.0)`

1. Operational Overview of the Parent Company:

		Unit: NTD Thousands	Unit: NTD Thousands
Fabric Type	2022	2021	Variation(%)
Cotton	`826,855 kg`	837,147 kg	5.4
Long Fiber Knitted Fabric	`92,667 kg`	111,093 kg	(13.7)
Interwoven Chemical Fiber Fabrics	`536,931 kg`	448,594 kg	7.9
Total Shipment Volume	`1,456,453 kg`	1,396,834 kg	4.3
Net Operating Revenue (Note)	`163,687`	145,853	2.9

Note: Does not include rental income.

2. Operational Overview of Subsidiaries: Unit: NTD Thousands

Item	2022	2021	Variation (%)
Sales Revenue	`39,142`	42,401	`(7.6)`
Service Income	`148,059`	252,990	`(41.5)`
Total Shipment Volume	`339,013,488pcs`	552,152,480 pcs	`(38.6)`
Net Operating Revenue	`187,201`	295,391	`(36.6)`

(3) Operational Strategies

Combined company performance, the dyeing and finishing part is still dominated by cotton fabrics, followed by chemical fiber blended fabrics and long-fiber knitted fabrics; the total shipment volume is 1,456 tons, an increase of 4.3% compared to 1,397 tons in 2021; operating income is NT$163,687 thousand, an increase of 12.2% compared to NT$145,853 thousand in 2021.

In the semiconductor packaging industry, plastic packaging is the main product; the total shipment volume is 339,013 thousand pcs, a decrease of 38.6% compared to 552,152 thousand pcs in 2021;

operating income is NT$187,201 thousand, a decrease of 36.6% compared to NT$295,391 thousand in 2021; the company’s overall after-tax net profit is NT$55,980 thousand, a decrease of 36% compared to NT$87,482 thousand in 2021.

In the dyeing and finishing industry part, both shipment volume and operating income have grown compared to last year. The company decided to end its decades-long dyeing and finishing business due to factors such as domestic environmental protection regulations and related policies becoming stricter. At this time, with the cooperation of many years of customers’ advance stocking up on goods, revenue has grown compared to previous years.

In the semiconductor part, both shipment volume and operating income have declined compared to last year. The main reason is that customers stocked up on goods during the post-epidemic period and are still digesting inventory. As the global economy gradually weakens under recessionary conditions, customers are still mainly focused on destocking in the short term without significant large orders. This has led to less than ideal business performance in the semiconductor industry.

After stopping dyeing and finishing operations, employees will receive severance pay according to labor laws. The company will also provide additional retirement benefits. As for customers, besides assisting with order transfers, they have also accelerated subsequent account processing. Accounts receivable have been fully settled before January 30th of 2023. In addition to being purchased by peers for machine equipment disposal purposes, the remaining equipment will be handled by qualified environmental protection companies on behalf of the company. Currently, the factory building is still being organized. After all cleaning work is completed and perfected, it will be leased out one after another. In the future, leasing business will be the main business item. At present stage cash inflows have decreased instead due to increased costs from large amounts of waste disposal work. After leasing out all properties cash inflows will become more abundant.

Chairman: President: Head of Accounting:

2. Presentation of the Audit Committee’s review report.

Explanation:

(1) The 2022 Standalone and Consolidated Financial Statements of the Company have been audited by CPA Vincent Yu and CPA Huang Yung-Hua of KPMG. These financial statements, along with the Business Report and earnings appropriation proposal, have been reviewed by the Audit Committee.
(2) The convener will hereby present the Audit Committee’s Review Report.

Audit Committee’s Review Report

We have reviewed the Company’s 2022 Business Report, Standalone Financial Statements, Consolidated Financial Statements, and earning appropriation proposal prepared by the Board of Directors. The Standalone and Consolidated Financial Statements have been audited by CPA Vincent Yu and CPA Huang Yung-Hua of KPMG, to which the firm has issued an Independent Auditor’s Report.

The Audit Committee found no misstatement in the above Business Report, Standalone Financial Statements, Consolidated Financial Statements, or earnings appropriation proposal, and hereby issues its report as presented above in accordance with the Securities and Exchange Act and The Company Act. The report is hereby presented

for

the 2023 Annual General Meeting of Nan Yang Dyeing & Finishing Co., Ltd.

Audit Committee Convener:

March 17, 2023

3. Report on allocation of 2022 employee remuneration and director remuneration.

Explanation: Based on the percentages specified in the Articles of Incorporation, the Board of Directors passed a resolution to allocate employee remuneration of NT$720,000 (1%) and director remuneration of NT$1,260,000 (1.8%) out of 2022 profits. All amounts will be paid in cash.

Allocation of cash dividends from 2022 earnings. Explanation: The Board of Directors passed a resolution on March 17, 2023 to pay cash dividends totaling NT$50,400,000 (NT$0.8 per share), which will be allocated based on shareholding percentage and rounded down to the nearest dollar. Fractions that do not amount to a full dollar shall be summed and recognized by the Company as other income. The Chairman shall be authorized to set details relating to the cash dividend, including but not limited to the dividend baseline date and payment date.
Report on other matters: None.

Five. Acknowledgments

Motion 1 Proposed by the Board of Directors

Summary: Acknowledgment to the Company’s 2022 Business Report, Standalone Financial Statements, and Consolidated Financial Statements.

Explanation: (1) The Company’s 2022 Business Report along with the Standalone and Consolidated Financial Statements audited by CPA Vincent Yu and CPA Huang Yung-Hua of KPMG, to which they issued an Independent Auditor’s Report with unqualified opinion, have been approved by the Board of Directors and reviewed by the Audit Committee.

(2) Please see page 2 for the Business Report and page 10 for the Standalone and Consolidated Financial Statements.

Resolution:

Independent Auditor’s Report

To the Board of Directors of Nan Yang Dyeing & Finishing Co., Ltd.:

Audit Opinions

We have audited the Consolidated Balance Sheet of Nan Yang Dyeing & Finishing Co., Ltd. and subsidiaries (collectively referred to as the Nan Yang Group) as of December 31, 2022and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement, and the accompanying footnotes (including summary of key accounting policies) for the period January 1 to December 31, 2022

In our opinion, all material disclosures of the Consolidated Financial Statements mentioned above were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the version of the International Financial Reporting Standards, International Accounting Standards and interpretations thereof approved and published by the Financial Supervisory Commission R.O.C.(Taiwan) (FSC) and presented a fair view of the consolidated financial position of the Nan Yang Group as of December 31, 2022nd the consolidated business performance and cash flow for the period January 1 to December 31, 2022

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing principles. Our responsibilities as an auditor for the Consolidated Financial Statements under the abovementioned standards are explained in the Responsibilities paragraph. All relevant personnel of the accounting firm have followed the CPA code of ethics and maintained independence from the Nan Yang Group when performing their duties. We believe that the evidence obtained provides an adequate and appropriate basis for our opinion.

Key Audit Issues

Key audit issues are matters that we considered to be the most important, based on our professional judgment, when auditing the 2022Consolidated Financial Statements of the Nan Yang Group. These issues have already been addressed when we audited and formed our opinions on the Consolidated Financial Statements. Therefore, we do not provide opinions separately for individual issues. Below are the key audit issues that we consider relevant for disclosure in this Audit Report: 1. Revenue Recognition

Please refer to Note 4(13) for a detailed description of the accounting policy on revenue recognition.

Explanation of Key Audit Issues:

Nan Yang Group is primarily involved in the assembly and testing of semiconductors and the dyeing and finishing of fabrics. This service income is recognized as revenue when services are rendered during the period of the financial report. Due to the manual processes involved in the recognition of service income, some of the income may have been recognized using improper cutoff, which may significantly affect the amount of sales reported before and after the balance sheet date. For this reason, we consider sales revenue to be one of the key issues when auditing the Consolidated Financial Statements.

Audit Procedures:

For the key audit issues mentioned above, we adopted audit procedures as deemed necessary to: test the effectiveness of internal control system design and execution for the recognition and collection of sales and service income, including examination of the terms of major sales or service contracts to determine whether revenue of the Nan Yang Group has been properly recognized; investigate sales revenues from the top-10 buyers and compare them with the previous year’s figures to determine whether there were material differences; and sample transactions within a certain period before and after the balance sheet date and check terms of the respective transactions to confirm whether revenue is recognized for the appropriate period.

Impairment Assessment for Accounts Receivable

Please see Note 4(7) - Financial instruments of the Consolidated Financial Statements for the detailed accounting policy on impairment assessment of accounts receivable; see Note 5 for uncertainties associated with the accounting estimates and assumptions used; see Note 6(5) - Net notes and accounts receivable of the Consolidated Financial Statements for detailed disclosures on the impairment of accounts receivable.

Explanation of Key Audit Issues:

Nan Yang Group estimates expected credit losses on notes and accounts receivable based on historical experience, prospective information, known facts, and available objective evidence, and examines the rationality of its losses on a regular basis. Losses are presented as a contra item of notes and accounts receivable in the period when balances are deemed unlikely to be recovered. Valuation allowance for notes and accounts receivable involves the use of major subjective judgments by the management of the Nan Yang Group; for this reason, we consider impairment assessment of notes and accounts receivable to be one of the key issues when auditing financial statements of the Consolidated Entity.

Audit Procedures:

For the key audit issues mentioned above, we adopted audit procedures as deemed necessary to test controls over revenue collection, examine collection records after the balance sheet date, and evaluate the appropriateness of valuation allowance on accounts receivable. We have analyzed the accounts receivable aging report and various data used to calculate expected credit loss over the remaining duration of receivables to determine the appropriateness of the Nan Yang Group’s accounts receivable provisioning policy and the amount of allowance recognized.

Other Matters

The 2021Consolidated Financial Statements of Nan Yang Dyeing & Finishing Co., Ltd. and subsidiaries were audited by other CPAs, to which they issued an independent Auditor’s Report with

unqualified opinion.

Nan Yang Dyeing & Finishing Co., Ltd. prepared Standalone Financial Statements for 2022and 2021 to which we issued an unqualified opinion with an Other Issues paragraph whereas other CPAs had also issued an Auditor’s Report with unqualified opinion.

Responsibilities of the Management and Governance Body to the Consolidated Financial Statements

Responsibilities of the management were to prepare and ensure fair presentation of Consolidated Financial Statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the version of the IFRS, IAS, IFRIC and interpretations thereof approved and issued by the Financial Supervisory Commission R.O.C.(Taiwan) (FSC), and to exercise proper internal control practices that are relevant to the preparation of Consolidated Financial Statements so that the Consolidated Financial Statements are free of material misstatements, whether caused by fraud or error.

The management’s responsibilities when preparing Consolidated Financial Statements also involved assessing the ability of the Nan Yang Group to operate, disclose information, and account for transactions as a going concern unless the management intends to liquidate the Nan Yang Group or cease business operations, or is compelled to do so with no alternative solution.

The governance body of the Nan Yang Group (including supervisors) is responsible for supervising the financial reporting process.

Responsibilities of the Auditor When Auditing Consolidated Financial Statements

The purposes of our audit were to obtain reasonable assurance of whether the Consolidated Financial Statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. We considered assurance to be reasonable only if it is highly credible. However, audit tasks conducted in accordance with generally accepted auditing principles do not necessarily guarantee detection of all material misstatements within the Consolidated Financial Statements. Misstatements can arise from fraud or error. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the user of the Consolidated Financial Statements.

When conducting audits in accordance with generally accepted auditing principles, we exercised judgments and raised doubts as deemed professionally appropriate. We also performed the following tasks as an auditor:

Identifying and assessing the risks of material misstatements due to fraud or error; designing and executing appropriate response measures for the identified risks; and obtaining adequate and appropriate audit evidence to support audit opinions. Fraud may involve conspiracy, forgery, intentional omission, untruthful declaration, or breach of internal control, and our audit did not find any material misstatements where the risk of fraud is greater than the risk of error.
Developing the required level of understanding on relevant internal controls and designing audit procedures that are appropriate under the prevailing circumstances, but without providing opinion on the effectiveness of the internal control system of the Nan Yang Group.
Assessing the appropriateness of accounting policies adopted by the management, and the rationality of accounting estimates and related disclosures made.
Forming conclusions regarding the appropriateness of the management’s decision to account for the

business as a going concern, and whether there are doubts or uncertainties about the ability of the Nan Yang Group to operate as a going concern, based on the audit evidence obtained. We are bound to remind users of Consolidated Financial Statements and make related disclosures if uncertainties exist in regards to the above mentioned events or circumstances, and amend audit opinions when the disclosures are no longer appropriate. Our conclusions are based on the audit evidence obtained up to the date of the Audit Report. However, future events or changes of circumstances may still render the Nan Yang Group no longer capable of operating as a going concern.

Assessing the overall presentation, structure, and contents of the Consolidated Financial Statements (including related footnotes), and whether certain transactions and events are presented appropriately in the Consolidated Financial Statements.
Obtaining sufficient and appropriate audit evidence on financial information of equity-accounted investments held by the group, and expressing opinions on the Consolidated Financial Statements. Our responsibilities as auditors are to instruct, supervise, and execute audits and form audit opinions on the group.

We have communicated with the governance body about the scope, timing, and significant findings (including significant defects identified in internal control) of our audit.

We have also provided the governance body with a declaration of independence stating that all relevant personnel of the accounting firm have complied with auditors’ professional ethics, and communicated with the governance body on all matters that may affect the auditor’s independence (including protection measures).

We have identified the key audit issues after communicating with the governance body regarding the 2022Consolidated Financial Statements of the Nan Yang Group. These issues have been addressed in our Audit Report except for: 1. Certain topics that are prohibited by law from being disclosed to the public; or 2. Under extreme circumstances, topics that we decide not to communicate in the Audit Report because of higher negative impacts they may cause than the benefits they bring to public interest.

KPMG

CPA:

Approval Reference of the Securities Authority[: No. ] Jin-Guan-Zheng-Shen-1010004977 March 30,2023

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Balance Sheet

As of December 31, 2022 and 2021

Unit: NTD thousands

December 31, 2022 Amount ％ $ 531,642 39 - - 29,400 2 32,375 2 35,523 3 9,206 1	December 31, 2022 Amount ％ $ 531,642 39 - - 29,400 2 32,375 2 35,523 3 9,206 1	December 31, 2022 December 31, 2021 Amount ％ Amount ％ $ 14,047 1 13,917 1 5,326 - 12,795 1 911 - 712 - 31,934 1 44,184 2
2022
Amount $ 531,642 - 29,400 32,375 35,523 9,206
		52,218 2 71,608 4
		145,334 11 145,334 10 772 - 209 - 25,109 2 25,172 2
638,146	47
22,719 5,461 - 211,752 1,672 494,480 719 1,175	2 - - 15 - 36 - -
		171,215 13 170,715 12
		223,433 15 242,323 16
		630,000 46 630,000 44 22,358 2 22,358 2 455,756 34 477,633 34 (1,862) - (905) - 46,439 3 51,513 4
737,978	53
		1,152,691 85 1,180,599 84
		$ 1,376,124 100 1,422,922 100

$ 1,376,124	100

(Please refer to the attached notes to the Consolidated Financial Statements.) Manager: Head of Accounting:

Chairman:

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Statement of Comprehensive Income

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

	2022	2022		2021 Amount 477,354 294,358
	Amount 395,971 263,032		％
$			100 66
	132,939		34	182,996
		5,629 75,072 6,341	1 19 2	7,237 59,772 6,935
		87,042	22	73,944
		45,897	12	109,052
		5,216 2,312 15,737 (47)	1 1 3 -	2,871 2,858 (5,023) (57)
		23,218	5	649
		69,115 13,135	17 3	109,701 22,219
		55,980	14	87,482
		3,893 (957) 313	1 - -	29 13,683 21
		2,623	1	13,691
$		58,603	15	101,173
$ $	56,582 (602) 55,980 $59,066 (463) $58,603		14 -	81,170 6,312
			14 15 -	87,482
				94,894 6,279
			15	101,173
			0.90
$			0.90

(Please refer to the attached notes to the Consolidated Financial Statements.) Manager: Head of Accounting:

Chairman:

Head of Accounting:

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

For January 1 to December 31, 2022and 2021

Unit: NTD thousands

	Equity Attributable to Parent Company Shareholders	Equity Attributable to Parent Company Shareholders	Equity Attributable to Parent Company Shareholders	Equity Attributable to Parent Company Shareholders	Equity Attributable to Parent Company Shareholders		Total Equity 1,138,609 87,482 13,691
Share Capital	Additional Paid-in Capital	Retained Earnings			Other Equity Items	Total Equity Attributable to Parent Company Shareholders 1,090,893 81,170 13,724
					Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income
		Statutory Reserve	Special Reserve 296,918 - -	Unappropriat ed Earnings
630,000 - -	22,359 - -	92,488 - -		61,934 81,170 41	(12,806) - 13,683
-	-	-	-	81,211	13,683	94,894	101,173
- - - - - -	- - - - (1) -	5,951 - - - - -	- (2,153) - - - -	(5,951) 2,153 (56,700) - - 1,782	- - - - - (1,782)	- - (56,700) - (1) -	- - (56,700) (2,482) (1) -
$ 630,000 - -	22,358 - -	98,439 - -	294,765 - -	84,429 56,582 3,441 60,023	(905) - (957)	1,129,086 56,582 3,441 59,066	1,180,599 55,981 2,622
-	-	-	-		(957)		58,603
- - - -	- - - -	8,298 - - -	- (11,901) - -	(8,298) 11,901 (81,900) -	- - - -	- - (81,900) -	- - (81,900) (4,611)
$ 630,000	22,358	106,737	282,864	66,155	(1,862)	1,106,252	1,152,691

(Please refer to the attached notes to the Consolidated Financial Statements.) Manager: Head of Accounting:

Chairman:

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Cash Flow Statement

For January 1 to December 31, 2022and 2021

Unit: NTD thousands

2022 $ 69,115 25,544 4,608 47 (5,216) (104) (314) (1) (129)	2022 $ 69,115 25,544 4,608 47 (5,216) (104) (314) (1) (129)	2021 109,701 26,447 703 57 (2,871) (52) (352) (812) (171)
24,435		22,949
39,798 (512) 6,522 (12)		(453) 790 (13,285) (6,115)
45,796		(19,063)
130 (12,531) 624 281		(12,953) 5,772 87 (1,443)
	(11,496)	(8,537)
	34,300	(27,600)
	58,735	(4,651)
	127,850 5,216 104 (47) (20,590)	105,050 4,053 52 (57) (16,836)
	112,533	92,262

Chairman: Manager:

Head of Accounting:

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries Consolidated Cash Flow Statement (continued)

For January 1 to December 31, 2021 and 2020

Unit: NTD thousands

2021 - - 101,466 10,018 (44,591) 356 -	2021 - - 101,466 10,018 (44,591) 356 -	2020 26,062 (5,002) 45,293 (38,046) (26,520) 457 -
67,229 3,206 (789) (81,900) (4,611) -	67,229	2,244
		- (743) (56,700) (2,482) (1)
(84,094)		(59,926)
95,668 435,974		34,580 401,394
$ 531,642		435,974

(Please refer to the attached notes to the Consolidated Financial Statements.) Manager: Head of Accounting:

Chairman:

Independent Auditor’s Report

To the Board of Directors of Nan Yang Dyeing & Finishing Co., Ltd.:

Audit Opinions

We have audited the balance sheet of Nan Yang Dyeing & Finishing Co., Ltd. as of December 31, 2022 and the statement of comprehensive income, statement of changes in equity, cash flow statement, and the accompanying footnotes (including summary of key accounting policies) for the period January 1 to December 31, 2022.

In our opinion, all material disclosures of the Standalone Financial Statements mentioned above were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and presented a fair view of the financial position of Nan Yang Dyeing & Finishing Co., Ltd. as of December 31, 2022 and business performance and cash flow for the period January 1 to December 31, 2022.

Basis of Audit Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the generally accepted auditing principles. Our responsibilities as an auditor under the abovementioned standards will be explained in the Responsibilities paragraph. All relevant personnel of the accounting firm have followed the CPA code of ethics and maintained independence from Nan Yang Dyeing & Finishing Co., Ltd. when performing their duties. We believe that the evidence obtained provides an adequate and appropriate basis for our opinion.

Key Audit Issues

Key audit issues are matters that we considered to be the most important, based on professional judgment, when auditing the 2022 Standalone Financial Statements of Nan Yang Dyeing & Finishing Co., Ltd. These issues have already been addressed when we audited and formed our opinions on the Standalone Financial Statements. Therefore we do not provide opinions separately for individual issues. Below are the key audit issues that we consider relevant for disclosure in this Audit Report:

Revenue Recognition

Please refer to Note 4(13) for a detailed description of the accounting policy on revenue recognition.

Explanation of Key Audit Issues:

Nan Yang Dyeing & Finishing Co., Ltd. is primarily involved in the dyeing and finishing of fabrics. These service income is recognized as revenue when services are rendered during the

period of financial report. Due to the manual processes involved in the recognition of service income, some of the income may have been recognized using improper cutoff, which may significantly affect the amount of sales reported before and after the balance sheet date. For this reason, we consider sales revenue to be one of the key issues when auditing the Standalone Financial Statements.

Audit Procedures:

For the key audit issues mentioned above, we adopted audit procedures as deemed necessary to: test the effectiveness of the internal control system design and execution for the recognition and collection of sales and service income, including examination on the terms of major sales or service contracts to determine whether revenue of Nan Yang Dyeing & Finishing Co., Ltd. has been properly recognized; investigate sales revenue from the top-10 buyers and compare them with the previous year’s figures to determine whether there were material differences; and sample transactions within a certain period before and after the balance sheet date and check terms of the respective transactions to confirm whether revenue is recognized for the appropriate period.

Impairment Assessment for Accounts Receivable

Please see Note 4(6) - Financial Instruments of the Standalone Financial Statements for the detailed accounting policy on impairment assessment of accounts receivable; see Note 5 for uncertainties associated with the accounting estimates and assumptions used; see Note 6(5) - Net Notes and Accounts Receivable of the Standalone Financial Statements for detailed disclosures on the impairment of accounts receivable.

Explanation of Key Audit Issues:

Nan Yang Dyeing & Finishing Co., Ltd. estimates expected credit losses on notes and accounts receivable based on historical experience, prospective information, known facts, and available objective evidence, and examines the rationality of its losses on a regular basis. Losses are presented as a contra item of notes and accounts receivable in the period when balances are deemed unlikely to be recovered. Valuation allowance for notes and accounts receivable involves the use of major subjective judgments by the management of Nan Yang Dyeing & Finishing Co., Ltd.; for this reason, we consider impairment assessment of notes and accounts receivable to be one of the key issues when auditing financial statements of the Company. Audit Procedures:

For the key audit issues mentioned above, we adopted audit procedures as deemed necessary to: test control over revenue collection, examine collection records after the balance sheet date, and evaluate the appropriateness of valuation allowance on accounts receivable. We have analyzed the accounts receivable aging report and various data used to calculate expected credit loss over the remaining duration of receivables to determine the appropriateness of Nan Yang Dyeing & Finishing Co., Ltd.’s accounts receivable provisioning policy and the amount of

allowance recognized.

Other Matters

The 2021 Standalone Financial Statements of Nan Yang Dyeing & Finishing Co., Ltd. were audited by other CPAs, to which they issued an Independent Auditor’s Report with unqualified opinion.

Responsibilities of the Management and Governance Body to the Standalone Financial Statements

Responsibilities of the management were to prepare and ensure fair presentation of the Standalone Financial Statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and to exercise proper internal control practices that are relevant to the preparation of Standalone Financial Statements so that the Standalone Financial Statements are free of material misstatements, whether caused by fraud or error.

The management’s responsibilities when preparing Standalone Financial Statements also involved: assessing the ability of Nan Yang Dyeing & Finishing Co., Ltd. to operate, disclose information, and account for transactions as a going concern unless the management intends to liquidate Nan Yang Dyeing & Finishing Co., Ltd. or cease business operations, or is compelled to do so with no alternative solution.

The governance body of Nan Yang Dyeing & Finishing Co., Ltd. (including supervisors) is responsible for supervising the financial reporting process.

Responsibilities of the Auditor When Auditing Standalone Financial Statements

The purposes of our audit were to obtain reasonable assurance of whether the Standalone Financial Statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. We considered assurance to be reasonable only if it is highly credible. However, audit tasks conducted in accordance with generally accepted auditing principles do not necessarily guarantee detection of all material misstatements within the Standalone Financial Statements. Misstatements can arise from fraud or error. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the Standalone Financial Statement user.

Identifying and assessing risks of material misstatement due to fraud or error; designing and executing appropriate response measures for the identified risks; and obtaining adequate and appropriate audit evidence to support audit opinions. Fraud may involve conspiracy, forgery, intentional omission, untruthful declaration, or breach of internal control, and our audit did not find any material misstatements where the risk of fraud is greater than the risk of error.
Developing the required level of understanding on relevant internal controls and designing audit

procedures that are appropriate under the prevailing circumstances, but without providing opinion on the effectiveness of the internal control system of Nan Yang Dyeing & Finishing Co., Ltd.

Assessing the appropriateness of accounting policies adopted by the management, and the rationality of accounting estimates and related disclosures made.
Forming conclusions regarding the appropriateness of the management’s decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of Nan Yang Dyeing & Finishing Co., Ltd. to operate as a going concern, based on the audit evidence obtained. We are bound to remind users of Standalone Financial Statements and make related disclosures if uncertainties exist in regards to the abovementioned events or circumstances, and amend audit opinions when the disclosures are no longer appropriate. Our conclusions are based on the audit evidence obtained up to the date of the Audit Report. However, future events or change of circumstances may still render Nan Yang Dyeing & Finishing Co., Ltd. no longer capable of operating as a going concern.
Assessing the overall presentation, structure, and contents of the Standalone Financial Statements (including related footnotes), and whether certain transactions and events are presented appropriately in the Standalone Financial Statements.
Obtaining sufficient and appropriate audit evidence on financial information of equity-accounted investments held by the Company, and expressing opinions on the Standalone Financial Statements. Our responsibilities as auditors are to instruct, supervise, and execute audits and form audit opinions on Nan Yang Dyeing & Finishing Co., Ltd.
We have communicated with the governance body about the scope, timing, and significant
findings (including significant defects identified in internal control) of our audit.

We have identified the key audit issues after communicating with the governance body regarding the 2022 Standalone Financial Statements of Nan Yang Dyeing & Finishing Co., Ltd. These issues have been addressed in our Audit Report except for: 1. Certain topics that are prohibited by law from being disclosed to the public; or 2. Under extreme circumstances, topics that we decide not to communicate in the Audit Report because of higher negative impacts they may cause than the benefits they bring to public interest.

KPMG

CPA:

Approval reference of the securities : No. Jin-Guan-Zheng-Shen-1010004977 authority March 21,2023

Nan Yang Dyeing & Finishing Co., Ltd.

Balance Sheet

As of December 31, 2022 and 2021

Unit: NTD thousands

December 31, 2022 Amount % $ 413,583 32 - - 29,400 2 10,939 1 580 - 639 1	December 31, 2022 Amount % $ 5,011 - 5,326 - 836 - 20,350 2	December 31, 2021 Amount % 6,682 1 5,862 - 639 - 20,443 2
	31,523 3	33,626 3
	145,335 11 637 - 21,509 2	145,335 11 - - 21,572 2
455,141 35
5,461 - - - 214,180 17 100,533 8 1470 - 526,576 40 719 - 1,176 -	167,481 13	166,907 13
	199,004 15	200,533 16
	630,000 48 22,358 2 455,756 35 (1862) - 1,106,252 85	630,000 49 22,358 1 477,633 35 (905) -
		1,129,086 84
	$ 1,305,256 100	1,329,619 100

850,115 65
$ 1,305,256 100

(Please refer to the attached notes to the Standalone Financial Statements.) Manager: Head of Accounting:

Chairman:

Nan Yang Dyeing & Finishing Co., Ltd.

Statements of Comprehensive Income

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

2022	2022	2022		2021	% 100 48
Amount $ 223,611 106,805 116,806			%	Amount 196,888 94,159
$			100 48
	116,806		52	102,729	52
		- 58,032 3,111	- 26 1	- 37,255 3,192	- 19 2
		61,143	27	40,447	21
		55,663	25	62,282	31
		3,242 1,912 11,575 (43) (2,776)	1 1 (1) - (1)	2,240 2,252 (2,013) (51) 29,149	1 1 (1) - 15
		13,910	6	31,577	16
		69,573 12,991	31 6	93,859 12,689	47 6
		56,582	25	81,170	41
	3,127 (957) 627 313 2,484		1 - - -	212 13,683 (150) 21	- 7 - -
			1	13,724	7
	2,484		1	13,724	7
$	59,066		26	94,894	48
$			0.90		1.29
$			0.90		1.29

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Head of Accounting:

Manager:

Nan Yang Dyeing & Finishing Co., Ltd. Statement of Changes in Equity

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

	Share Capital	Additional Paid-inCapital		RetainedEarnings	RetainedEarnings			Other Equity Items Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income	Total Equity 1,090,893
			Statutory Reserve	Special Reserve 296,918		Unappropriated Earnings
	630,000	22,359	92,488		296,918		61,934	(12,806)
	- -	- -	- -		- -		81,170 41	- 13,683	81,170 13,724
	-	-	-		-		81,211	13,683	94,894 - - (56,700) (1) - 1,129,086 56,582 2,484
	- - - - - 630,000 - -	- - - (1) - 22,358 - -	5,951 - - - -		- (2,153) - - - 294,765 - -		(5,951) 2,153 (56,700) - 1,782	- - - - (1,782) (905) - (957)
			98,439 - -				84,429 56,582 3,441
	-	-	-		-		60,023	(957)	59,066
	- - - -	- - - -	8,298 - - -		- (11,901) - -		(8,298) 11,901 (81,900) -	- - - -	- - (81,900) -
$	630,000	22,358	106,737		282,864		66,155	(1,862)	1,106,252

Chairman:

(Please refer to the attached notes to the Standalone Financial Statements.) Manager: Head of Accounting:

Nan Yang Dyeing & Finishing Co., Ltd.

Cash Flow Statement

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

2022	2022	2022	2021 93,859 10,133 51 (2,240) (52) (29,149) (372) (812) (171) (17)
$	69,573 10,254 43 (3,242) (104) 2,776 (356) (1) (129) -
	9,241		(22,629)
	14,598 4 4,676 3,911		(6,189) 4 (617) (4,197)
	23,185		(10,999)
	(1,671) - (93) (142)		(366) 2,607 38 (1,260)
	(1,906) 21,279		1,019
			(9,980)
	30,520		(32,609)
	100,093 3,242 21,234 (43) (13,513)		61,250 3,422 11,429 (51) (12,829)
	-	111,013	63,221
		10,018 - - 101,446 - 356 -	(10,000) 26,062 (9,680) 30,035 (940) 458 - 21
	111,820 3,206 (717) (81,900) -	111,820	35,956
			- (669) (56,700) (1)
	(79,411)		(57,370)
	143,422 270,161		41,807 228,354
$	413,583		270,161

(Please refer to the attached notes to the Standalone Financial Statements.) Manager: Head of Accounting:

Chairman:

Motion 2 Proposed by the Board of Directors

Summary: Acknowledgment to the Company’s 2022earnings appropriation.

Explanation:

(1) The Company reported NT$56,581,114 of net income for 2022; after adding NT$3,442,991 of retained earnings adjustment, subtracting the 10% mandatory provision (NT$6,002,411) for statutory reserve, adding the opening unappropriated earnings of NT$6,130,747, and reversing the special reserve of NT$957,030, the Company had NT$59,195,411 of distributable earnings at the end of 2021.
(2) See the next page for the profit distribution table. The motion is open for acknowledgment. (Please see page
26 )

Resolution:

Nan Yang Dyeing & Finishing Co., Ltd. PROFIT DISTRIBUTION TABLE 2022

	2022
		Unit: NTD`＄`
Item		Amount
Opening Unappropriated Earnings		6,130,747
Plus: Actuarial gains/losses for 2022		3,442,991
Plus: 2022 net income		56,581,114
Less: 10% provision for statutory
reserve		(6,002,411)
Less: Reversal of special reserve		(957,030)
Cumulative Earnings Available for Distribution		59,195,411
Less: Cash dividends (NT$0.8 per		`(50,400,000)`
share)
Unappropriated Retained Earnings		`8,795,411`

Chairman:

President:

Head of Accounting:

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Head of Accounting:

Manager:

Six. Discussions

Motion 1 Proposed by the Board of Directors

Summary: Partial amendment of the Company’s “Articles of Incorporation”, to be resolved through vote.

Explanation: 1. In order to adjust the proportion of employee and director remuneration distribution, it is proposed to revise the relevant articles of association of the company.

2. A comparison chart of the amendments made has been attached.

Resolution:

Resolution:
Before Amendment	After Amendment	Details
Article 23: The Company shall distribute employee and director remuneration based on the pre-tax net profit for the current period before deducting employee and director remuneration that was set aside in the previous year. For example: (1) Employee remuneration shall not be less than 1%. (2) Director remuneration shall not exceed 3%. However, when the company has accumulated losses, it shall reserve an amount to make up for them in advance. Regarding the employee remuneration mentioned in the preceding paragraph, it may be	Article 23: The Company shall distribute employee and director remuneration based on the pre-tax net profit for the current period before deducting employee and director remuneration that was set aside in the previous year. For example: (1) Employee remuneration shall be between than 0.5%~2%. (2) Director remuneration shall not exceed 3%. However, when the company has accumulated losses, it shall reserve an amount to make up for them in advance. Regarding the employee remuneration mentioned in the preceding	Amended to conform with Company’s conditions

Before Amendment After Amendment Details distributed in the form of paragraph, it may be stocks or cash. When distributed in the form of distributing it, the board of stocks or cash. When directors shall pass a distributing it, the board of resolution with attendance directors shall pass a of more than two-thirds of resolution with attendance directors and approval by of more than two-thirds of more than half of attending directors and approval by directors and report it to the more than half of attending shareholders’ meeting. The directors and report it to the Company’s dividend policy shareholders’ meeting. The is to match financial, Company’s dividend policy business and operational is to match financial, considerations while taking business and operational into account shareholder considerations while taking interests and other factors. into account shareholder The distribution of earnings interests and other factors. can be in cash dividends or The distribution of earnings stock dividends. When the can be in cash dividends or Company’s operations are stock dividends. When the stable, cash dividends are Company’s operations are given priority. If there are stable, cash dividends are profits in the Company’s given priority. If there are annual final accounts, apart profits in the Company’s from paying income tax annual final accounts, apart according to law, it should from paying income tax first make up for losses according to law, it should from previous years. Then, first make up for losses 10% of the remaining from previous years. Then, amount should be allocated 10% of the remaining as legal surplus reserves. amount should be allocated However, if legal surplus as legal surplus reserves. reserves have reached the However, if legal surplus total capital amount, this reserves have reached the limit does not apply. Then, total capital amount, this

(Please refer to the attached notes to the Standalone Financial Statements.)

Manager:

Chairman:

Head of Accounting:

Before Amendment	After Amendment	Details
according to laws and regulations or provisions of competent authorities, special surplus reserves may be allocated or reversed. If there are still profits after adding up undistributed earnings from previous periods as well as appropriate earnings reserved by the board of directors according to operational needs, a distribution proposal shall be drafted. If new shares are issued as a means of distribution, it shall be submitted to a shareholders’ meeting for resolution. Article 25: The 51st amendment was made on June 9th, 2022.	limit does not apply. Then, according to laws and regulations or provisions of competent authorities, special surplus reserves may be allocated or reversed. If there are still profits after adding up undistributed earnings from previous periods as well as appropriate earnings reserved by the board of directors according to operational needs, a distribution proposal shall be drafted. If new shares are issued as a means of distribution, it shall be submitted to a shareholders’ meeting for resolution. Article 25: The 52nd amendment was made on June 13th, 2023.	Amended revision date to include the 52nd amendment.

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Head of Accounting:

Manager:

Seven. Special Motions

Eight. Adjournment

(Please refer to the attached notes to the Standalone Financial Statements.)

Manager:

Chairman:

Head of Accounting:

Articles of Incorporation of Nan Yang Dyeing & Finishing Co., Ltd.

Established on December 16, 1964.

A total of 51 amendments were made between January 15, 1965 and June 9, 2022.

Chapter One General Provisions

Article 1 The Company is incorporated in accordance with The Company Act, and is named Nan Yang Dyeing & Finishing Co., Ltd.
Article 2 Business activities of the Company include:
Dyeing and finishing of silk, cotton, and synthetic fabrics, and resin finishing.
Trading of products and raw materials relating to the above.
Fabric import and export.
H701020 Industrial Factory Development and Rental.
H703010 Factory Building Rental.
H703020 Warehouse Rental.
H703030 Office Building Rental.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1 The Company may offer guarantees to external parties as needed for business activities.
Article 2-2 The Company may become a limited liability shareholder of its business investments, and invest an aggregate sum of more than 40% of paid-up capital. The actual amount of investment is to be determined by the Board of Directors.
Article 3 The Company is incorporated in Taoyuan City, and may establish factories, branches, and offices local and abroad if necessary subject to the Board of Directors’ resolution and compliance with laws.
Article 4 Public announcements shall be duly made in accordance with the methods described in Article 28 of The Company Act.

Chapter 2 Share Capital

Article 5 Authorized capital of the Company is set at one billion New Taiwan Dollars, available in one hundred million shares. The Board of Directors is authorized to make multiple issues of shares as required for business

operations.

Article 6 All shares of the Company shall be issued to registered owners only. Share certificates shall be issued with the signatures or authorized seals of representing directors, and are subject to certification by the authority or any of its approved registrars. Shares of the Company may be issued in non-tangible form, subject to registration with the central securities depository.
Article 7 Transfer, inheritance, gifting, pledging, loss, or damage of share certificates and other share-related matters shall be handled according to The Company Act and Regulations Governing the Administration of Shareholder Services of Public Companies. Any transfer of share ownership will have to be raised through formal application and updated onto the shareholder registry before taking effect. Transfer of share ownership shall be suspended during the 60 days prior to an annual general meeting, or during the 30 days prior to an extraordinary shareholder meeting, or during the 5 days before the baseline date for dividends, profit sharing, or other distributions.
Article 7-1 When issuing new shares, the Company may print a single certificate to collectively represent all shares in the new issue, or forgo issuance of physical share certificates.
Whether the Company chooses to issue new shares in physical or non-physical form, the newly issued shares shall be held in the custody of, or registered with the central securities depository. Security certificates of higher face value can be issued to replace existing certificates if requested by the central securities depository.

Chapter 3 Shareholders’ Meeting

Article 8 The Company convenes the following two types of shareholder meetings:
Annual general meeting - convened by the Board of Directors within six months after the end of a financial year.
Extraordinary shareholder meeting - may be held whenever deemed necessary, subject to compliance with laws.
Article 9 Convention of an annual general meeting shall be communicated to shareholders with details including date, venue, and agenda at least 30 days in advance, or 15 days in advance for extraordinary shareholders meetings.
Article 10 Shareholder meetings are to be chaired by the Chairman. If the Chairman is

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Manager: Head of Accounting:

unable to perform duties due to leave of absence or any reason, the Chairman may appoint one of the directors to act on their behalf. If no one is appointed, the remaining directors shall appoint one among them to perform the Chairman’s duties.

Article 11 Shareholders of the Company are entitled to one vote for every share held, except for the circumstances described in Article 179 of The Company Act where shares do not carry voting rights.
Article 12 Shareholders who are unable to attend shareholder meetings in person may exercise rights in accordance with Article 177 of The Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
Article 13 Except otherwise regulated by The Company Act, a shareholder meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and the motion is voted in favor of by more than 50% of all voting rights represented at the meeting. Shareholders of the Company may vote using electronic means. Shareholders who vote using the electronic method are considered to have attended the shareholder meeting in person. Electronic voting shall proceed as regulated by law.

Chapter 4 Directors

Article 14 The Company shall have 5 to 7 directors elected in shareholder meetings from persons of adequate capacity to assemble a board and serve a term of three years, which is renewable if re-elected. The total quantity of shares held across all directors shall comply with the percentages stipulated in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.
Article 14-1 The number of directors mentioned in the preceding Article shall include at least three independent directors. Directors shall be elected using the nomination system mentioned in Article 192-1 of The Company Act by shareholders from a list of candidates. Independent directors shall be elected during the same voting session as non-independent directors, and have positions allocated separately. Candidates with the highest votes shall be first assigned to fill independent director positions, followed by non-independent director positions.
Article 15 The Chairman represents the Company to the outside world and oversees

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Manager: Head of Accounting:

all affairs of the Company. If the Chairman is unable to perform duties due to a leave of absence or any reason, the Chairman shall appoint one of the directors to act on their behalf.

Article 16 Board of Directors meetings shall be convened once every three months. Convention of Board of Directors meetings shall be advised to all directors with a detailed agenda at least 7 days in advance. Board meetings can also be convened on an ad-hoc basis at times of emergency. All meetings are to be convened and chaired by the Chairman; Board meeting advices may be served using correspondence, e-mail, or fax. Unless otherwise regulated by The Company Act, Board resolutions are passed only if more than half of total Board members are present in a meeting, and with more than half of attending directors voting in favor. In the event a meeting of the Board of Directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 16-1 The Company shall assemble an Audit Committee that consists entirely of independent directors according to Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for carrying out supervisors’ duties mentioned in The Company Act, Securities and Exchange Act, and related regulations. All supervisor positions are to be abolished from the day the Audit Committee is assembled.

The Company shall assemble an Audit Committee that consists entirely of independent directors according to Article 14-4 of the Securities and Exchange Act to supersede supervisors in various duties stipulated in the Securities and Exchange Act and other regulations.

Article 17 Deleted
Article 18 Deleted
Article 19 The Board of Directors is authorized to determine compensation for all directors in reference to peer levels.

Chapter 5 Managers

Article 20 The Company may create managerial positions. Appointment, dismissal, and compensation of whom shall comply with The Company Act.

Chapter 6 Accounting

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman: Manager:

Head of Accounting:

Article 21 The Company’s accounting period begins January 1 and ends December 31 each year. The Board of Directors shall prepare year-end statements and reports in compliance with laws, and present them for acknowledgment at annual shareholder meetings.

The business report;
The financial statements; and
The surplus earning distribution or loss off-setting proposals.
Article 22 Deleted

Article 23 Employee and director remuneration are allocated based on profit before tax, employee remuneration, and director remuneration for the year. The following percentages apply:

(1) Employee remuneration of no less than 1%.
(2) Director remuneration of no more than 3%.

However, profits must first be taken to offset against cumulative losses if any.

Employee remuneration, as mentioned above, can be paid in cash or in shares. The payment decision must be resolved in a Board meeting with more than two-thirds of the Board present, and voted in favor of by more than half of all attending directors, and subsequently reported in shareholder meeting.

The Company shall adopt a dividend policy that caters to financial, business, and operational aspects and shareholders’ interests at the same time. Earnings can be distributed in the form of cash dividends or share dividends; for the stability of the Company’s operations, cash dividends should take priority when distributing earnings.

Earnings concluded in a year are first subject to income tax and reimbursement of previous losses, followed by a 10% provision for statutory reserve. However, no further provision of statutory reserve is required if the Company has accumulated statutory reserves to an amount equal to share capital. The remaining surplus will then be subject to provision or reversal of special reserve as the laws or the authority may require. The residual balance is then added to unappropriated earnings carried from previous years, for which the Board of Directors will propose a distribution plan after retaining appropriate amounts of earnings. Distribution that involves issuance of new shares must be resolved in a shareholder meeting.

(Please refer to the attached notes to the Standalone Financial Statements.)

Manager:

Chairman:

Head of Accounting:

Pursuant to Paragraph 5, Article 240 of The Company Act, the Company may authorize the Board of Directors to distribute dividends, profit-sharing, the statutory reserve, and capital reserve (subject to compliance with Paragraph 1, Article 241 of The Company Act) wholly or partially in cash. Such decisions must be approved in a Board meeting with at least two-thirds of directors present and supported by more than half of attending directors, and reported during a shareholder meeting afterwards.

Chapter 7 Supplementary Provisions

Article 24 Any matters that are not addressed in the Articles of Incorporation shall be governed by The Company Act.
Article 25 The 51st amendment was made on June 9, 2022.

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Head of Accounting:

Manager:

The 1st amendment was made on January 15, 1965. The 2nd amendment was made on August 30, 1965. The 3rd amendment was made on August 26, 1966. The 4th amendment was made on May 15, 1967. The 5th amendment was made on November 12, 1967.

The 6th amendment was made on March 1, 1968. The 7th amendment was made on May 1, 1969. The 8th amendment was made on April 16, 1970. The 9th amendment was made on June 14, 1971. The 10th amendment was made on April 30, 1972. The 11th amendment was made on March 20, 1973. The 12th amendment was made on May 4, 1973. The 13th amendment was made on July 12, 1973. The 14th amendment was made on August 21, 1973. The 15th amendment was made on May 12, 1974. The 16th amendment was made on June 3, 1975. The 17th amendment was made on May 24, 1976. The 18th amendment was made on May 27, 1977. The 19th amendment was made on May 24, 1979. The 20th amendment was made on May 23, 1980. The 21st amendment was made on May 18, 1981. The 22nd amendment was made on May 14, 1982. The 23rd amendment was made on May 25, 1983. The 24th amendment was made on May 3, 1984. The 25th amendment was made on April 24, 1985.

The 26th amendment was made on May 2, 1986. The 27th amendment was made on April 23, 1987. The 28th amendment was made on May 11, 1988. The 29th amendment was made on April 24, 1990. The 30th amendment was made on April 26, 1991.

The 31st amendment was made on May 15, 1992. The 32nd amendment was made on May 4, 1994. The 33rd amendment was made on May 13, 1995. The 34th amendment was made on April 30, 1996. The 35th amendment was made on May 14, 1998. The 36th amendment was made on May 12, 2000. The 37th amendment was made on May 10, 2001. The 38th amendment was made on June 17, 2002. The 39th amendment was made on June 17, 2003. The 40th amendment was made on June 3, 2005. The 41st amendment was made on June 9, 2006. The 42nd amendment was made on June 10, 2009. The 43rd amendment was made on June 14, 2010. The 44th amendment was made on March 9, 2012. The 45th amendment was made on June 11, 2013. The 46th amendment was made on June 16, 2016. The 47th amendment was made on June 14, 2017. The 48th amendment was made on June 14, 2019. The 49th amendment was made on June 18, 2020. The 50th amendment was made on July 29, 2021. The 51[st] amendment was made on June 9, 2022

Chairman Ho Chun

(Please refer to the attached notes to the Standalone Financial Statements.)

Manager:

Chairman:

Head of Accounting:

Nan Yang Dyeing & Finishing Co., Ltd. Rules of Procedure for Shareholder Meetings

Passed during the annual general meeting dated May 14, 1982. The 1st amendment was made on May 14, 1998. The 2nd amendment was made on June 17, 2002. The 3rd amendment was made on June 14, 2019. The 4[th] amendment was made on June 9, 2022

Unless otherwise specified in law, shareholder meetings of the Company shall proceed according to the Conference Rules.
The term “shareholder” mentioned throughout the Rules shall include shareholders and their proxies.
Attending shareholders (or proxies) are required to bring conference passes or present attendance cards as proof of attendance.
The number of shares represented during the meeting is calculated based on the conference passes or attendance cards collected, plus the number of shares with voting rights exercised through electronic means.
Attendance and votes in a shareholder meeting are calculated based on the number of shares represented.
Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3PM.
Shareholder meetings that are convened by the Board of Directors should be chaired by the Chairman. If the Chairman is unable to perform their duties due to a leave of absence or any reasons, the Chairman shall appoint one of the directors to act on their behalf. If no one is appointed, the remaining directors shall appoint one among themselves.
If the shareholder meeting is convened by any entitled party other than the Board of Directors, the convener will act as the meeting chairperson. If there are two or more authorized conveners, one shall be appointed among them to act as the meeting chairperson.
The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at shareholder meetings. Officers of the shareholder meeting must wear proper identification or arm badges.
The Company shall record shareholder meetings in video or audio, and keep the recorded files for at least 1 year.

(Please refer to the attached notes to the Standalone Financial Statements.)

Manager:

Chairman:

Head of Accounting:

The chairperson should announce the commencement of the meeting as soon as it is due. However, if current attendees represent less than half of the Company’s outstanding shares, the chairperson may announce to postpone the meeting up to two times, for a period totaling no more than one hour. If attending shareholders still represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of The Company Act.

If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final voting according to Article 174 of The Company Act.

For shareholder meetings that are convened by the Board of Directors, the Board of Directors will determine the meeting agenda. The agenda can not be changed unless resolved during the shareholder meeting.

The above rule also applies to shareholder meetings that are convened by any entitled party other than the Board of Directors.

In either of the two arrangements described above, the chairperson can not dismiss the meeting while a motion (including special motions) is still in progress.

Once a meeting is adjourned, shareholders may not elect to continue the meeting with another chairperson or at a different venue unless the chairperson is found to have dismissed the meeting in violation of the conference rules. In which case, attending shareholders may elect another chairperson with the support of more than half of the voting rights represented to continue the meeting.

Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topic, shareholder ID (or attendance card ID serial number), and shareholder’s name. The order of shareholders’ comments is determined by the chairperson.
Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder’s actual comments differ from those stated on the opinion slip, the actual comments expressed shall be taken into record.

While a shareholder is speaking, other shareholders can not speak simultaneously or interfere in any way unless agreed by the chairperson and the person speaking. The chairperson shall restrain any person who violates this process.

Shareholders cannot speak more than two times, for 5 minutes each, on the same topic without the consent of the chairperson.

(Please refer to the attached notes to the Standalone Financial Statements.)

Manager:

Chairman:

Head of Accounting:

The chairperson may restrain shareholders who are in violation of the above rule or interrupt any comments that are irrelevant to the topics discussed.

Unless otherwise regulated by The Company Act or stated in the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights at the meeting.
Shareholders are entitled to one voting right for every share held, and may appoint proxies to attend shareholder meetings on their behalf. With the exception of trust enterprises and certain stock transfer agents approved by the securities authority, a proxy may not represent more than 3% of total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from calculation.
Corporate entities may only appoint one representative to attend shareholder meetings.

Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.

After a shareholder has finished speaking, the chairperson may answer the shareholder’s queries personally or appoint any relevant personnel to do so.
The chairperson may announce to discontinue further discussion if the topic is considered to have been sufficiently discussed to proceed with voting.
The chairperson shall appoint ballot examiners and ballot counters to support the voting process. The ballot examiner must be a shareholder. The outcome of a vote shall be documented and announced on site.
The chairperson may call the meeting to recess at a suitable time.
In cases where several amendments or alternative solutions have been proposed at the same time, the chairperson shall determine the order in which proposals are to be voted on. However, if any solution is passed, all other proposals shall be deemed rejected and no further voting is necessary.
The chairperson may instruct disciplinary officers (or security staff) to help maintain order during the meeting. While maintaining order in the meeting, all disciplinary officers (or security staff) shall wear arm badges that identify their role as a “Disciplinary Officer”.
A meeting shall be suspended and the participants evacuated in the event of an air raid siren, and resumed one hour after the siren has been deactivated.
For video conference shareholders’ meetings, the company should disclose the

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Manager:

Head of Accounting:

voting results and election results of each proposal immediately after the vote is over on the video conference platform according to regulations. It should continue to disclose for at least fifteen minutes after the chairman announces the adjournment of the meeting.

For video conference shareholders’ meetings, the chairman should announce at the opening of the meeting that if a video conference platform or participation by video conference is obstructed for more than 30 minutes due to natural disasters, incidents, or other force majeure events before the chairman announces the adjournment of the meeting, the company should postpone or continue the meeting within five days. This does not apply to Article 182 of the Company Law except for Article 44-2(4) of the Guidelines for Handling Stock Affairs of Public Companies. Shareholders who did not register to participate in the original shareholders’ meeting via video conference shall not participate in the postponed or continued meeting. Shareholders who have registered to participate in the original shareholders’ meeting via video conference and have completed registration but did not participate in the postponed or continued meeting shall have their shares, voting rights and election rights exercised at the original shareholders’ meeting counted towards the total number of shares, voting rights and election rights of shareholders attending the postponed or continued meeting according to paragraph 2.
Any matters that are not addressed in the Rules shall be governed by The Company Act, the conference rules promulgated by the Financial Supervisory Commission R.O.C.(Taiwan) (FSC) and the Articles of Incorporation.
The above rules shall take effect immediately once approved during the shareholder meeting.

(Please refer to the attached notes to the Standalone Financial Statements.)

Chairman:

Head of Accounting:

Manager:

The Company has issued a total of 63,000,000 shares; the statutory minimum holding position across all directors (including independent directors) is 5,040,000 shares. Directors’ (including independent directors) individual and aggregate shareholding, as shown in the shareholder registry, as of the book closure date prior to this shareholder meeting:

Number of Shares Held:

Position	Name	Shareholding Position as of the Book Closure Date
Chairman and President	Ho Chun	4,463,764
Director	Ho Cheng-Yuan	201,600
Director	Shi Rong Investment Co.,Ltd.	6,266,293
Independent Director	Chou Che-Yi	0
Independent Director	Chang Nai-Ren	0
Independent Director	Chen Hung-I	0
Independent Director	Chen Hsi-Chuan	0
Total Directors’Shareholding		10,931,657

Effects of stock dividends on the Company’s business performance, earnings per share, and shareholder ROI: Not applicable.

AI assistant

NYDF — AGM Information 2023

51788_rns_2023-08-24_92eda05b-7c5a-491d-8245-3b948208f7d1.pdf

Table of Contents

Appendices

Nan Yang Dyeing & Finishing Co., Ltd. 2023 Annual General Meeting Agenda

Five. Acknowledgments

Six. Discussions:

to be resolved through vote.

Seven. Special Motions

Four. Reports

1. 2022 Business Report

(1) Operational Guidelines:

1. Operational Overview of the Parent Company:

2. Operational Overview of Subsidiaries: Unit: NTD Thousands

(3) Operational Strategies

Explanation:

Audit Committee’s Review Report

Audit Committee Convener:

Five. Acknowledgments

Motion 1 Proposed by the Board of Directors

Independent Auditor’s Report

Audit Opinions

Basis of Audit Opinion

Key Audit Issues

Explanation of Key Audit Issues:

Audit Procedures:

Other Matters

unqualified opinion.

Responsibilities of the Management and Governance Body to the Consolidated Financial Statements

Responsibilities of the Auditor When Auditing Consolidated Financial Statements

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Balance Sheet

As of December 31, 2022 and 2021

Unit: NTD thousands

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Statement of Comprehensive Income

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Statement of Changes in Equity

For January 1 to December 31, 2022and 2021

Unit: NTD thousands

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries

Consolidated Cash Flow Statement

For January 1 to December 31, 2022and 2021

Unit: NTD thousands

Nan Yang Dyeing & Finishing Co., Ltd. and Subsidiaries Consolidated Cash Flow Statement (continued)

For January 1 to December 31, 2021 and 2020

Unit: NTD thousands

Independent Auditor’s Report

Audit Opinions

Basis of Audit Opinion

Key Audit Issues

Explanation of Key Audit Issues:

Audit Procedures:

Nan Yang Dyeing & Finishing Co., Ltd.

Balance Sheet

As of December 31, 2022 and 2021

Unit: NTD thousands

Nan Yang Dyeing & Finishing Co., Ltd.

Statements of Comprehensive Income

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

Nan Yang Dyeing & Finishing Co., Ltd. Statement of Changes in Equity

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

Nan Yang Dyeing & Finishing Co., Ltd.

Cash Flow Statement

For January 1 to December 31, 2022 and 2021

Unit: NTD thousands

Motion 2 Proposed by the Board of Directors

Explanation:

Resolution:

Nan Yang Dyeing & Finishing Co., Ltd. PROFIT DISTRIBUTION TABLE 2022

Six. Discussions

Motion 1 Proposed by the Board of Directors

2. A comparison chart of the amendments made has been attached.

(Please refer to the attached notes to the Standalone Financial Statements.)

Seven. Special Motions

NYDF AGM Information 2023