QVE - AGM Information 2023 | FinancialReports.eu

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Stock code 4438

Quang Viet Enterprise Co., Ltd.

2023 Annual General Shareholders' Meeting

Meeting Handbook (Translation)

June 15, 2023 Venue: Meeting Room, R Floor, No. 607, Ruiguang Road, Neihu District, Taipei City

Quang Viet Enterprise Co., Ltd. 2023 Annual General Shareholders' Meeting

I.
Meeting Procedure-------------------------------------------------------------------
II. Meeting Agenda----------------------------------------------------------------------
Ⅲ. Matters to Report---------------------------------------------------------------------
IV. Matters for Ratification--------------------------------------------------------------
V. Matters for Election------------------------------------------------------------------
VI. Matters for Discussion---------------------------------------------------------------
VII. Special Motions-----------------------------------------------------------------------
VⅢ. Attachments
Attachment 1: 2022 Business Report------------------------------------------------------------
Attachment 2: Audit Committee's Review Report of the 2022 financial statements -----
Attachment 3: 2022 Consolidated and Standalone Financial Statements------------------
Attachment 4: 2022 Profits Distribution Table-------------------------------------------------
Attachment 5: Candidate List for Directors and Independent Directors -------------------
Attachment 6: New Directors’ Concurrent Position-------------------------------------------
Attachment 7: " Rules for Election of Directors "---------------------------------------
Attachment 8: " Rules of Procedure for Shareholders Meetings "---------------------------
Attachment 9: "Articles of Incorporation"------------------------------------------------------
Attachment 10: Shareholding of All Directors ------------------------------------------------

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Notice to readers :

This English version handbook is a summary translation of the Chinese version and is not an official¬ document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail

Quang Viet Enterprise Co., Ltd.

2023 Annual General Shareholders' Meeting Procedure

Call the Meeting to Order
Chairman’s Address
Matters to Report
Matters for Ratification
Matters for Election
Matters for Discussion
Special Motions
Adjournment

Quang Viet Enterprise Co., Ltd. 2023 Annual General Shareholders' Meeting Agenda

Form of meeting: Physical shareholders' meeting

Time: 10:00am, June 15, 2023 (Thursday)

Venue: Meeting Room, R Floor, No. 607, Ruiguang Road, Neihu District, Taipei City

Call the Meeting to Order: Announce the total number of shares represented in the meeting
Chairman’s Address
Matters to Report
(1) 2022 business report.
(2) Audit Committee's review report of the 2022 financial statements.
(3) Report on the allocation of 2022 directors' remuneration and employees' remuneration.
(4) The Status of the second domestic unsecured convertible bonds.
Matters for Ratification
(1) 2022 business report and financial statements.
(2) The proposal of 2022 profits distribution
Matters for Election: Proposes to elect new directors (including independent directors).
Matters for Discussion: Proposal of release the prohibition on directors (including independent directors) from participation in competitive business.
Special Motions
Adjournment

[ Matters to Report ]

Motion 1

Proposal: Presentation of the 2022 annual report.

Details: Please refer to Attachment 1 (pages 8-10) for the 2022 Business Report.

Motion 2

Proposal: Presentation of Audit Committee's review of the 2022 financial statements.

Details: Please refer to Attachment 2 (page 11) for Audit Committee's Review Report.

Motion 3

Proposal: Report on the allocation of 2022 directors' remuneration and employees' remuneration.

Details : 1. Director and employee remuneration for 2022 have been resolved during the board of directors meeting dated March 2, 2023. The above remunerations are to be paid in cash.
According to Article 26 of the Articles of Incorporation, profits concluded from a financial year may have no more than 2% allocated to director remuneration, subject to board of directors' resolution. Paragraph 3 of the same Article states that, the term "profit" shall refer to pre-tax profit before employees' and directors' remuneration in the current year.
The Company has proposed director remuneration at NT$5,880,000 for 2022, which does not exceed the 2% cap on current year's pre-tax profit (NT$ 1,447,595,802 x 2%=NT$ 28,951,916) imposed in the Articles of Incorporation.
According to Article 26 of the Articles of Incorporation, profits concluded from a financial year shall have 1%-8% allocated to employee remuneration. Paragraph 3 of the same Article states that, the term "profit" shall refer to pre-tax profit before employees' and directors' remuneration in the current year.
The Company has proposed employee remuneration at NT$15,054,997 for 2022, which exceeds the 1% minimum on current year's pre-tax profit (NT$ 1,447,595,802 x 1%=NT$ 14,475,958) imposed in the Articles of Incorporation.

Motion 4

Proposal: The Status of the second domestic unsecured convertible corporate bonds.

Details: 1. Pursuant to Article 246 of the Company Act, the Company reported the reasons of the issuance of corporate bonds and related matters.

In order to repay the first domestic unsecured convertible bonds and bank loans, the Board of Directors of the Company approved to issue the second unsecured convertible bonds to raise funds on May 5, 2022. The issuance was approved by the Financial Supervisory Commission on July 5, 2022 (Jin-Guan-Zheng-Fa-Zi No. 1110347535), and the listed and trading of the bonds on the Taipei Exchange starting from October 3, 2022 was approved by the Taipei Exchange on September 27, 2022 (TPEx No. 11100106952).
For information on the issuance of current convertible bonds, refer to the annex.

Types of Corporate Bonds	Second domestic unsecured convertible bonds
Denomination	NTD 100,000
Issue price	NTD 101.64
Total denomination of the issuance	NTD 1,500,000,000
Total amount of the issuance	NTD 1,524,631,220
Coupon rate	0%
Duration	2022/10/03~2025/10/03
Conversion period	2023/01/04~2025/10/03
Conversion premium rate	102.68%
Convertible price	NTD 138
Underwriting agency	KGI Securities Co. Ltd.
Repayment method	Besides converting the bonds to the Company's ordinary shares by the holder of the convertible bonds according to Article 10 of the Rules of Issuance and Conversion of 1st Domestic Unsecured Convertible Bonds, or an early redemption by the Company according to Article 18 of the Rules, or buying back from the securities firm and canceling them by the Company, the Company, upon maturity of the convertible bonds, shall based on the face value of the bond, make a one time lump sum repayment to the holder of the convertible bonds in cash. Payments will be made within 5 business days upon maturity (includingthe fifth business day).
Number of common stock shares already converted and unconverted amount as of the date ofpublication.	The accumulated number of converted common shares currently is 0 shares; A denomination worth NTD 1,500,000,000 remains unconverted.

[ Matters for Ratification ]

Motion 1: (Proposed by the board of directors) Proposal: Ratification of the 2022 business report and financial statements.

Details: 1. The Company has completed the preparation of its 2022 consolidated financial statements and standalone financial statements, both of which were reviewed by the Audit Committee and approved by the board of directors on March 2, 2023, and have been audited by CPA Daphne Lyu and CPA Ian Huang of Deloitte Taiwan. These statements, along with the Business Report (please refer to Attachment 1 in pages 8-10), have been reviewed by the Audit Committee, for which a review report has also been produced.
Please refer to Attachment 3 (pages 12-31) for the 2022 Consolidated Financial Statements and St and alone Financial Statements.
The motion is open for ratification.

Resolution:

Motion 2: (Proposed by the board of directors)

Proposal: To ratify the profits distribution of 2022.

Details: 1. The Company reported NT$1,176,153,438 of net income for 2022; after allocating NT$117,731,063 of legal reserve in accordance with laws and the Articles of Incorporation, a proposal has been made to pay cash dividends totaling NT$703,293,094 or NT$6.80 per share from the remaining balance. Amounts of cash dividends payable to each shareholder shall be rounded down to the nearest dollar; fractions that do not amount to a full dollar shall be summed and recognized as other income of the Company. In the event that proposed distribution of profits is affected by a change in the Company's outstanding common shares, the chairman is authorized by the Board of Directors to make adjustment to such distribution at his/her discretion.
Once the motion is passed during the annual general shareholders' meeting, the Chairman shall be authorized to set the cash dividend record date and other related details.
Please refer to Attachment 4 (page 32) for the 2022 Profits Distribution Table.
The motion is open for ratification t.

Resolution:

[ Matters for Election ]

Motion 1: (Proposed by the board of directors)

Proposal: To elect new directors (including independent directors).

Details: 1. The term of office of the Board of Directors members will end on June 17, 2023. Therefore, the company proposes to duly elect new Board members at this year’s Annual Shareholder’ Meeting.
The Company is to elect seven directors (including three independent directors) with three years term of office, adopting a candidate’s nomination system. The term of office shall be starting from May 26, 2022, until May 25, 2025.
Please refer to Attachment 5 (page 33-34) for the Candidate list for the Board of Directors.
To submit for election.

Resolution:

[ Matters for Discussion ]

Motion 1:

Proposal: Discussion of release the prohibition on directors (including independent directors) from participation in competitive business.

Details: 1. In compliance with the Articles 209 of the Company Act “A director who does anything for himself or on behalf of another person that is within the scope of the Company’s business, shall explain to the meeting of shareholders the essential contents of such as act and secure its approval”.
Concurrent service of the newly elected directors and their representatives (including independent directors), please refer to Attachment 6 (page 35).
To submit for resolution.

Resolution:

[ Special Motions ]

[ Adjournment ]

[Attachment 1]

Quang Viet Enterprise Co., Ltd.

2022 Business Report

Foreword

In the post-pandemic era, as economies around the world restart and life gradually returns to normal, the global economy was expected to continue to recover in 2022. However, the Russo-Ukrainian War broke out in the first quarter, resulting in surging prices of energy and materials around the world. Moreover, China implemented the strict lock-down measure in the second quarter due to an outbreak in coastal provinces, which had an impact on global supply chains. The financial market, on the other hand, saw worsened fluctuations because of raising interest rate rapidly and QE tapering since March 2022 of the Fed in order to curb inflation.

The garment industry also suffered fluctuations in 2022 due to hidden concerns such as inflation of commodity prices and terminal consumption demand impacted by the sluggish economy. In the post-pandemic era, lives in respective countries are gradually returning to normal, with increased outdoor and sporting activities. Outdoor and sporting brands in Europe and America also had inventories dropped to a relatively low level as a result of the supply chain crisis over the past two years. The demand for outdoor and sporting wears was strong. The inflation in the second half of the year, however, impacted consumer spending power. Concerns over adjustments of inventories for some brands surfaced.

In 2022, the Company was favored by respective brand customers who placed an expanded orders. Business has thrived, unaffected by market fluctuations, mainly due to the Company’s high-end and functional clothing products in the mid-to-high price range, which are less likely impacted by inflation. Additionally, in the aftermath of the pandemic, manufacturers who were able to adapt and adjust quickly have gained favor with brand customers and increased their orders. Product development and technicality, OEM quality, and lead-time are all competitive niches of the Company. The challenge resulted in the tendency of “The winner takes it all and the powerful remain powerful” in the garment supply chain.

For the overall economic outlook in 2023, the International Monetary Fund (IMF) forecasts that the global inflation rate in 2023 is estimated to be 6.5%, a slight reduction compared to 8.8% in 2022; nevertheless, it is higher than 4.7% in 2021. Market expects that the US Federal Reserve (Fed) would continue to raise the interest rate in the first half of the year to curb inflation, while the threat of economic regression remains. Despite the pressurization from overall economic factors in the business outlook, the Company will continue to focus on its mainstream, with increased control over costs and risks. Besides maintaining partnerships with existing brand owners, the Company will proactively deploy among new brand owners to bring about purchase orders and also continue to optimize the portfolio and decentralize product categories. The drastic differences between high and low seasons in prior operations are likely to be played down. For the coming two years, continuous expansions of the production site in Jordan are planned as well. The reinvestments in Romania BSP, King Hamm, and Xingxing Garments in Mainland China can also steadily contribute to the profits of the Company. The overall operational scale of the Group is constantly expanding.

Financial performance

The Company reported operating revenue of NT$20,065,595,000 for 2022, up 54.09% from the NT$13,022,416,000 in 2021. Gross profit for 2022 was reported at NT$3,266,281,000, up 74.52% from the NT$1,871,626,000 in 2021, whereas net profit was concluded at NT$1,494,491,000 for 2022, up 105.78% from the NT$726,258,000 in 2021. NT$1,176,153,000 of net profit in 2022 was attributable to owners of the Company, representing an 86.54% increase over the NT$630,502,000 in 2021. All of the operational performance indicators of 2022 grew compared to those in 2021 as a result of the powerful demand of end consumers for outdoor and sporting garments thanks to the gradual resumption of lives and increased outdoor and sporting activities in the post-pandemic era.

Unit: NTD thousands

Item	Year	2022	2021
Business performance	Operating revenue	20,065,595	13,022,416
	Gross profit	3,266,281	1,871,626
	Profit from operations	1,521,788	684,715
	Profit before income tax	1,956,652	974,082
	Net profit	1,494,491	726,258
	Net profit attributable to owners of the Company	1,176,153	630,502
Profitability	Return on assets (%)	10.01	5.54
	Return on equity (%)	16.46	8.78
	Profit from operations to paid-up capital (%)	147.14	66.24
	Profit before income taxes a percentage of paid-upcapital(%)	189.18	94.23
	Net profit margin (%)	7.45	5.58
	After-tax basic earnings per share ($)	11.38	6.10

Business plan

Explore new customers: In addition to maintaining long-term business relationship with top-contributing customers, the Company will also take the initiative to develop sustainable relationship with 1-2 world-renowned brands for better diversification of business risks.
Optimize production efficiency and quality: Management of the Company shall continue adopting best management practices and ERP to reduce production cost, raise production efficiency and capacity, and upgrade automated production equipment and interactive information systems. Through improvements in terms of internal management, operating procedures, internal audit, and internal control, the Company aims to raise competitiveness at the group level.
Development of upstream supply chain partners: After taking into consideration the quality of goose down and duck down, the volatility of feather prices, the exchange rate volatility, and risks of shortage and supply disruption worldwide, the Company has created a

fully automated, quality-oriented feather factory (Top One Down & Feather Shu Yang Co., Ltd.) in Mainland China, world's major supplier of feathers. This production facility will help improve the quality of down garments, minimize disruption of materials supply, and provide control over production costs, thereby allowing the Company to stay competitive in the business.

Continued Decentralization of Product Categories: The Company continued to devote itself to decentralizing product categories, bringing about purchase orders for textiles, and improving competitive niches. Besides the ability to provide existing brand owners with OEM service on a variety of items to reinforce existing customer engagement, the Company will continue to secure purchase orders from new brand owners as well so that differences between operational high and low seasons of the Group can be gradually played down. The operational scale will also grow each year while development of textiles persists.

Research and development projects

Collaborative development with key customers: The Company has long been working with customers on research and development projects that yield mutual benefits. The business teams at Taipei Headquarters and overseas plants have proven themselves not only capable of exploring new customers, but competent at transferring knowledge, experience, and technology as well. This accumulation of know-how is what allows the Company to assist customers in the development of technologically advanced and highly functional down garments and fiberfill garments. Furthermore, the Company has been certified by U.S. company Gore to be capable of developing a wide variety of products for customers.
Development of innovative templates: The Company has a global R&D team that is dedicated to developing garment templates that yield the best production efficiency, production capacity, and product quality, which in turn strengthens brand owners' attachment to the Company. The Company has also been exploring innovation with respect to template development in order to support production of technologically advanced products such as: Patagonia Micro Puff, The North Face's next-generation ThermoBall, and Mammut Photics HS Thermo.

[Attachment 2]

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2022 business report, financial statements, and profits distribution proposal. The financial statements have been audited by CPA Daphne Lyu and CPA Ian Huang of Deloitte Taiwan, to which the firm issued an independent auditor's report. The Audit Committee found no misstatement in the above business report, financial statements, or profits distribution, and hereby issues its report as presented above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act.

For

2023 Annual General Shareholders' Meeting

Quang Viet Enterprise Co., Ltd.

Audit Committee convener: Chin-Kung Lee

March 2, 2023

[Attachment 3]

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Quang Viet Enterprise Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Quang Viet Enterprise Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter of the Group's consolidated financial statements for the year ended December 31, 2022 is described as follows:

Validity of Revenue Recognized from Specific Customers

The Group’s main source of revenue is the sale of garment products. Since the customer base is highly concentrated, the validity of revenue recognized from main customers meets certain criteria has been identified as a key audit matter.

Refer to Note 4 (o) of the consolidated financial statements for the related accounting policies.

Our main audit procedures performed in response to the aforementioned key audit matter are as follows:

We understood the internal controls related to revenue recognized from customers, evaluated the design of the controls and tested the operating effectiveness of the controls.
We performed substantive tests of details of revenue.
We checked for significant sales returns after the reporting periods, took samples and validated that revenue was reasonably recognized in the appropriate reporting periods.

Other Matter

We have also audited the parent company only financial statements of Quang Viet Enterprise Co., Ltd. as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Yi-Chen Lu and Yi-Min Huang.

Deloitte & Touche Taipei, Taiwan Republic of China March 2, 2023

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at amortized cost - current (Notes 9, 10 and 37) Notes receivable (Note 26) Trade receivables (Notes 11, 26 and 36) Other receivables (Note 19) Current tax assets (Note 28) Inventories (Note 12) Prepayments (Note 19) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Note 8) Financial asset at amortized cost - non-current (Notes 9 and 10) Investments accounted for using the equity method (Note 14) Property, plant and equipment (Note 15) Right-of-use assets (Note 16) Investment properties (Note 17) Other intangible assets (Note 18) Deferred tax assets (Note 28) Prepayments for equipment Refundable deposits Net defined benefit assets - non-current (Note 24) Other non-current assets (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Contract liabilities - current (Note 26) Notes payable (Note 22) Trade payables to unrelated parties (Note 22) Trade payables to related parties (Notes 22 and 36) Other payables to unrelated parties (Note 23) Other payables to related parties (Note 36) Current tax liabilities (Note 28) Lease liabilities - current (Note 16) Current portion of bonds payable (Note 21) Current portion of long-term borrowings (Note 20) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 21) Long-term borrowings (Note 20) Deferred tax liabilities (Note 28) Lease liabilities - non-current (Note 16) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 25) Share capital Ordinary shares Bond conversion entitlement certificates Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized loss on financial assets at fair value through other comprehensive income Total other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 25) Total equity TOTAL		2022 Amount % $ 3,765,488 23 43,659 - 1,151,686 7 36 - 1,815,709 11 51,445 1 15,385 - 4,237,872 26 204,171 1 7,155 - 11,292,606 69 77,628 - 60,000 - 539,177 3 3,098,359 19 622,077 4 102,134 1 383,685 2 165,353 1 8,471 - 32,987 - 14,001 - 81,967 1 5,185,839 31 $ 16,478,445 100 $ 1,267,924 8 85,726 1 22,847 - 806,195 5 154,815 1 1,182,854 7 169,333 1 411,377 3 35,579 - - - 59,372 - 11,530 - 4,207,552 26 1,418,366 9 457,557 3 421,053 2 204,007 1 2,163 - 2,503,146 15 6,710,698 41 1,033,809 6 446 - 1,034,255 6 3,083,508 19 855,395 5 496,737 3 2,793,019 17 4,145,151 25 (291,862) (2) (32,908) - (324,770) (2) 7,938,144 48 1,829,603 11 9,767,747 59 $ 16,478,445 100		2021
				Amount % $ 1,819,400 12 80,295 1 1,695,166 12 12 - 2,034,524 14 29,053 - 3,452 - 4,201,067 28 199,239 1 5,229 - 10,067,437 68 87,247 1 60,000 - 501,523 3 2,938,161 20 430,387 3 107,068 1 359,695 3 207,993 1 14,335 - 36,492 - 4,194 - 24,772 - 4,771,867 32 $ 14,839,304 100 $ 1,926,201 13 171,616 1 7,402 - 727,483 5 117,125 1 999,711 7 155,538 1 166,751 1 34,004 - 1,483,103 10 20,372 - 7,688 - 5,816,994 39 - - 167,928 1 403,168 3 58,655 - 990 - 630,741 4 6,447,735 43 1,033,753 7 - - 1,033,753 7 2,951,918 20 794,021 5 435,908 3 2,172,088 15 3,402,017 23 (468,043) (3) (28,694) - (496,737) (3) 6,890,951 47 1,500,618 10 8,391,569 57 $ 14,839,304 100

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

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 26 and 36) OPERATING COSTS (Notes 12, 27 and 36) GROSS PROFIT OPERATING EXPENSES (Notes 24 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (Notes 11 and 19) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 27 and 36) Interest income Other income Other gains and losses Finance costs Share of profit of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 28) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 24 and 28) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Income tax related to items that will not be reclassified subsequently to profit or loss		2022 Amount % $ 20,065,595 100 (16,799,314) (84) 3,266,281 16 (252,756) (1) (1,253,086) (6) (226,105) (1) (12,546) - (1,744,493) (8) 1,521,788 8 91,218 - 142,296 1 188,965 1 (90,761) - 103,146 - 434,864 2 1,956,652 10 (462,161) (2) 1,494,491 8 7,007 - (8,662) - (1,402) - (3,057) -		2021
				Amount % $ 13,022,416 100 (11,150,790) (85) 1,871,626 15 (192,526) (2) (818,874) (6) (166,226) (1) (9,285) - (1,186,911) (9) 684,715 6 52,543 - 183,821 1 (647) - (51,100) - 104,750 1 289,367 2 974,082 8 (247,824) (2) 726,258 6 (683) - (9,488) - 137 - (10,034) - (Continued)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 29) Basic Diluted		2022 Amount % $ 296,721 1 (47,657) - 249,064 1 246,007 1 $ 1,740,498 9 $ 1,176,153 6 318,338 2 $ 1,494,491 8 $ 1,349,277 7 391,221 2 $ 1,740,498 9 $ 11.38 $ 10.61		2021
				Amount % $ (124,370) (1) 16,581 - (107,789) (1) (117,823) (1) $ 608,435 5 $ 630,502 5 95,756 1 $ 726,258 6 $ 557,687 4 50,748 1 $ 608,435 5 $ 6.10 $ 5.70


		$		$
		$		$
		$		$
		$		$
		$		$

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

(Concluded)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Company Cash dividends distributed by subsidiaries Changes in capital surplus from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 8) BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends distributed by the Company Cash dividends distributed by subsidiaries Other changes in capital surplus Equity component of convertible bonds issued by the Company Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Convertible bonds converted to ordinary shares Increase in non-controlling interests Changes in percentage of ownership interests in subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 8) BALANCE AT DECEMBER 31, 2022		Equity Attributable toOwners of theCompany	Equity Attributable toOwners of theCompany	Other Equity Exchange Differences on Translation of the Unrealized Gain (Loss) on Financial Assets at Fair Value Financial Through Other Statements of Foreign Operations Comprehensive Income Non-controlling Interests $ (405,262 ) $ (30,646 ) $ 1,497,102 - - - - - - - - - - - (47,232 ) - - - - - 95,756 (62,781) (9,488) (45,008) (62,781) (9,488) 50,748 - 11,440 - (468,043 ) (28,694 ) 1,500,618 - - - - - - - - - - - (96,324 ) - - - - - 318,338 176,181 (8,662) 72,883 176,181 (8,662) 391,221 - - - - - 34,088 - - - - 4,448 - $ (291,862) $ (32,908) $ 1,829,603	Total Equity $ 8,153,341 - - (330,801 ) (47,232 ) 7,826 726,258 (117,823) 608,435 - 8,391,569 - - (434,176 ) (96,324 ) 108,469 1,494,491 246,007 1,740,498 7,199 34,088 16,424 - $ 9,767,747
		ShareCapital Bond Conversion Shares (In Thousands) Share Capital Entitlement Certificates Capital Surplus 103,375 $ 1,033,753 $ - $ 2,939,320 - - - - - - - - - - - - - - - - - - - 12,598 - - - - - - - - - - - - - - - - 103,375 1,033,753 - 2,951,918 - - - - - - - - - - - - - - - - - - - 108,469 - - - - - - - - - - - - 6 56 446 6,697 - - - - - - - 16,424 - - - - 103,381 $ 1,033,809 $ 446 $ 3,083,508	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 740,461 $ 377,395 $ 2,001,218 53,560 - (53,560 ) - 58,513 (58,513 ) - - (330,801 ) - - - - - (4,772 ) - - 630,502 - - (546) - - 629,956 - - (11,440) 794,021 435,908 2,172,088 61,374 - (61,374 ) - 60,829 (60,829 ) - - (434,176 ) - - - - - - - - 1,176,153 - - 5,605 - - 1,181,758 - - - - - - - - - - - (4,448) $ 855,395 $ 496,737 $ 2,793,019

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

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized on trade receivables Net loss (gain) on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates Loss on disposal of property, plant and equipment Write-down of inventories Gain on bargain purchase Gain on lease modifications Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Prepayments Other current assets Other non-current assets Contract liabilities Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Cash generated from (used in) operations Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss	2022 $ 1,956,652 353,876 6,778 12,546 3,064 90,761 (91,218) (3,673) (103,146) 3,609 - - (9,044) (24) 210,453 (17,428) (41,147) (4,932) (1,926) (57,195) (85,890) 15,445 78,712 37,690 111,117 13,795 3,842 (2,800) 2,479,917 (67,307) (221,111) 2,191,499 957 - 543,480 (92,407)	2021 $ 974,082 294,225 7,321 9,285 (1,039) 51,100 (52,543) (3,522) (104,750) 804 47,671 (122,432) (29) (12) (1,039,518) 90,670 (1,209,732) (69,782) (158) (9,560) (189,158) 512 107,577 6,477 134,999 (6,382) 1,335 (2,643) (1,085,202) (29,950) (160,481) (1,275,633) 79,512 (42,674) - (175,274) (Continued)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Proceeds from sale of financial assets at fair value through profit or loss Acquisition of subsidiaries (Note 31) Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Payments for right-of-use assets Increase in prepayments for equipment Interest received Dividends received from associates Other dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from issuance of convertible bonds Repayment of bonds payable Proceeds from long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayments of the principal portion of lease liabilities Dividends paid to owners of the Company Dividends paid to non-controlling interests Increase in non-controlling interests Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 $ 126,579 - (331,281) 12,066 - 3,505 (7,772) (43,083) (8,264) 81,482 73,172 3,756 362,190 - (658,277) 1,519,159 (1,492,800) 328,629 1,173 - (34,206) (434,176) (17,751) 50,512 (737,737) 130,136 1,946,088 1,819,400 $ 3,765,488	2021 $ 167,066 26,103 (174,147) 5,716 (16,333) - (3,800) - (7,618) 56,394 71,638 3,310 (10,107) 1,206,215 - - - - - (136) (16,564) (330,801) (45,566) - 813,148 (53,949) (526,541) 2,345,941 $ 1,819,400

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

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Quang Viet Enterprise Co., Ltd.

Opinion

We have audited the accompanying financial statements of Quang Viet Enterprise Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and other regulations.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter of the Company's financial statements for the year ended December 31, 2022 is described as follows:

Validity of Revenue Recognized from Specific Customers

The Company’s main source of revenue is the sale of garment products. Since the customer base is highly concentrated, the validity of revenue recognized from main customers meets certain criteria has been identified as a key audit matter.

Refer to Note 4 (l) of the financial statements for the related accounting policies.

Our main audit procedures performed in response to the aforementioned key audit matter are as follows:

We understood the internal controls related to revenue recognized from customers, evaluated the design of the controls and tested the operating effectiveness of the controls.
We performed substantive tests of details of revenue.
We checked for significant sales returns after the reporting periods, took samples and validated that revenue was reasonably recognized in the appropriate reporting periods.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

23 -

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

24 -

The engagement partners on the audits resulting in this independent auditors’ report are Yi-Chen Lu and Yi-Min Huang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 2, 2023

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

25 -

QUANG VIET ENTERPRISE CO., LTD.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at amortized cost - current (Notes 9, 10 and 34) Notes receivable (Note 24) Trade receivables (Notes 11 and 24) Other receivables from unrelated parties (Note 17) Other receivables from related parties (Note 33) Inventories (Note 12) Prepayments (Notes 17 and 33) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Note 8) Financial asset at amortized cost - non-current (Notes 9 and 10) Investments accounted for using the equity method (Notes 13 and 29) Property, plant and equipment (Note 14) Other intangible assets (Note 16) Deferred tax assets (Note 26) Net defined benefit assets - non-current (Note 22) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Contract liabilities - current (Note 24) Notes payable (Note 20) Trade payables to unrelated parties (Note 20) Trade payables to related parties (Notes 20 and 33) Other payables to unrelated parties (Note 21) Other payables to related parties (Note 33) Current tax liabilities (Note 26) Current portion of bonds payable (Note 19) Current portion of long-term borrowings (Note 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 19) Long-term borrowings (Note 18) Deferred tax liabilities (Note 26) Guarantee deposits received Credit balance of investments accounted for using the equity method (Note 13) Total non-current liabilities Total liabilities EQUITY (Note 23) Share capital Ordinary shares Bond conversion entitlement certificates Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized loss on financial assets at fair value through other comprehensive income Total other equity Total equity TOTAL		2022 Amount % $ 423,402 3 25,719 - 474,590 4 12 - 1,153,230 9 8,732 - 1,141,428 9 2,023,953 15 794,214 6 6,045,280 46 77,628 - 60,000 - 6,315,851 48 648,921 5 5,303 - 93,402 1 14,001 - 7,215,106 54 $ 13,260,386 100 $ 966,223 7 14,282 - 22,847 - 458,998 3 464,269 4 237,886 2 629,173 5 261,742 2 - - 39,000 - 1,034 - 3,095,454 23 1,418,366 11 427,000 3 285,310 2 2 - 96,110 1 2,226,788 17 5,322,242 40 1,033,809 8 446 - 1,034,255 8 3,083,508 23 855,395 6 496,737 4 2,793,019 21 4,145,151 31 (291,862) (2) (32,908) - (324,770) (2) 7,938,144 60 $ 13,260,386 100		2021
				Amount % $ 257,229 2 61,845 1 723,060 6 12 - 1,244,365 11 3,697 - 328,980 3 1,950,187 16 635,280 5 5,204,655 44 87,247 1 60,000 - 5,702,339 48 654,869 6 3,766 - 154,267 1 4,194 - 6,666,682 56 $ 11,871,337 100 $ 1,312,590 11 129,917 1 7,402 - 357,189 3 415,100 4 157,207 1 634,238 5 95,968 1 1,483,103 13 - - 776 - 4,593,490 39 - - 117,000 1 269,892 2 4 - - - 386,896 3 4,980,386 42 1,033,753 9 - - 1,033,753 9 2,951,918 25 794,021 7 435,908 3 2,172,088 18 3,402,017 28 (468,043) (4) (28,694) - (496,737) (4) 6,890,951 58 $ 11,871,337 100

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

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 24 and 33) OPERATING COSTS (Notes 12, 25 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 22 and 25) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 25, 28 and 33) Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Income tax related to items that will not be reclassified subsequently to profit or loss		2022 Amount % $ 13,818,841 100 (12,630,886) (91) 1,187,955 9 (72,802) (1) (197,042) (1) (43,459) - (313,303) (2) 874,652 7 34,559 - 157,578 1 129,411 1 (55,196) - 285,656 2 552,008 4 1,426,660 11 (250,507) (2) 1,176,153 9 7,007 - (8,662) - (1,402) -		2021
				Amount % $ 7,206,565 100 (6,745,209) (93) 461,356 7 (66,143) (1) (170,574) (2) (35,347) (1) (272,064) (4) 189,292 3 8,386 - 278,457 4 13,588 - (32,148) (1) 266,654 4 534,937 7 724,229 10 (93,727) (1) 630,502 9 (683) - (9,488) - 137 - (Continued)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted		2022 Amount % $ 216,367 1 (40,186) - 173,124 1 $ 1,349,277 10 $ 11.38 $ 10.61		2021
				Amount % $ (77,336) (1) 14,555 - (72,815) (1) $ 557,687 8 $ 6.10 $ 5.70

		$		$

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

(Concluded)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Company Changes in percentage of ownership interests in subsidiaries Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 8) BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends distributed by the Company Other changes in capital surplus Equity component of convertible bonds issued by the Company Difference between consideration and carrying amount of subsidiaries acquired Convertible bonds converted to ordinary shares Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Disposal of investments in equity instruments designated as at fair value through other comprehensive income (Note 8) BALANCE AT DECEMBER 31, 2022		Share Capital Bond Conversion Shares (In Thousands) Share Capital Entitlement Certificates Capital Surplus 103,375 $ 1,033,753 $ - $ 2,939,320 - - - - - - - - - - - - - - - 12,598 - - - - - - - - - - - - - - - - 103,375 1,033,753 - 2,951,918 - - - - - - - - - - - - - - - 108,469 - - - 16,424 6 56 446 6,697 - - - - - - - - - - - - - - - - 103,381 $ 1,033,809 $ 446 $ 3,083,508	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 740,461 $ 377,395 $ 2,001,218 53,560 - (53,560) - 58,513 (58,513) - - (330,801) - - (4,772) - - 630,502 - - (546) - - 629,956 - - (11,440) 794,021 435,908 2,172,088 61,374 - (61,374) - 60,829 (60,829) - - (434,176) - - - - - - - - - - - 1,176,153 - - 5,605 - - 1,181,758 - - (4,448) $ 855,395 $ 496,737 $ 2,793,019	Other Equity Exchange Differences on Translation of the Unrealized Gain (Loss) on Financial Assets at Fair Value Through Financial Other Statements of Foreign Operations Comprehensive Income $ (405,262) $ (30,646) - - - - - - - - - - (62,781) (9,488) (62,781) (9,488) - 11,440 (468,043) (28,694) - - - - - - - - - - - - - - 176,181 (8,662) 176,181 (8,662) - 4,448 $ (291,862) $ (32,908)	Total Equity $ 6,656,239 - - (330,801) 7,826 630,502 (72,815) 557,687 - 6,890,951 - - (434,176) 108,469 16,424 7,199 1,176,153 173,124 1,349,277 - $ 7,938,144

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

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Net loss on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of subsidiaries and associates Loss on disposal of property, plant and equipment Write-down of inventories Gain on bargain purchase Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Other receivables from related parties Inventories Prepayments Contract liabilities Notes payable Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Cash generated from (used in) operations Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisition of investments accounted for using the equity method Acquisition of subsidiaries Capital reduction from subsidiaries	2022 $ 1,426,660 6,738 3,597 5,311 55,196 (34,559) (3,591) (285,656) - - - - 91,135 (3,428) (499,079) (73,766) (158,934) (115,635) 15,445 101,809 49,169 81,140 (5,065) 258 (2,800) 653,945 (31,685) (50,038) 572,222 957 248,470 (35,537) 66,952 (130,610) - -	2021 $ 724,229 6,279 3,790 2,433 32,148 (8,386) (3,129) (266,654) 506 21,163 (122,432) (12) (816,332) (1,517) (50,204) (964,068) 140,160 (169,722) 512 351,694 - 225,613 - 22 (2,643) (896,550) (11,052) (74,435) (982,037) 79,512 305,110 (130,266) 127,875 - (420,934) 189,499 (Continued)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in other receivables from unrelated parties Payments for intangible assets Interest received Dividends received from subsidiaries Other dividends received Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from issuance of convertible bonds Repayment of bonds payable Proceeds from long-term borrowings Refund of guarantee deposits received Dividends paid to owners of the Company Net cash (used in) generated from financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2022 $ (790) - (231,589) (5,134) 32,869 49,875 3,674 (863) - (346,367) 1,519,159 (1,492,800) 349,000 (2) (434,176) (405,186) 166,173 257,229 $ 423,402	2021 $ (12,879) 1,410 (100,623) (3,377) 8,468 169,274 2,917 215,986 959,330 - - - - - (330,801) 628,529 (137,522) 394,751 $ 257,229

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

(Concluded)

[Attachment 4]

Quang Viet Enterprise Co., Ltd. Profits Distribution Table

2022

Item	Accumulatedprofit	Accumulatedprofit	Description
I. Distributable earnings Beginning balance After-tax net profit of the current period Other comprehensive income–Number of remeasurement for defined benefit plan Disposal of equity instrument investments at fair value through other comprehensive income Net income after tax of the current period plus items other than the net income after tax for the current period, which are included in the undistributed earnings of the current year Appropriation of the legal reserve (10%) Transfer (appropriation) of the special reserve Distributable earnings for the current period II. Distribution item Shareholder dividends (cash) Total III. Balance Closing undistributed earnings	1,176,153,438 5,605,697 (4,448,508)	1,615,708,583 1,177,310,627 (117,731,063) 171,966,365	Net amount of other shareholders’ equity contra items NT$6.8 per share

		2,847,254,512 703,293,094
		703,293,094 2,143,961,418

Note 1:

(1) Cash dividends shall be rounded down to the nearest New Taiwan Dollar; after it is passed during the annual general shareholders' meeting, the Chairman shall be authorized to set the record date and other related details.

(2) Amounts of cash dividends payable to each shareholder shall be rounded down to the nearest dollar; fractions that do not amount to a full dollar shall be summed and recognized as other income of the Company.

(3) If any change to the Company's share capital affects the number of shares issued and outstanding, which affects the dividend rate of the shareholders and thus adjustments are required, the shareholders' meeting shall authorize the Chairman of the Board to handle the situation at his sole discretion.

(4) Fiscal year of the distribution of earnings: 2022.

[Attachment 5]

Candidate List for Directors and Independent Directors

Position	Name	Education	Experience	Present Position
Director	Wen Cheun Paper Industrial Co., Ltd Yang, Wen-Hsien	Studied at Liou-Guei Junior High School	• Chairman of Wen Chuen Garment Co., Ltd.	• Representative of juristic person director and Chairman of Quang Viet Enterprise Co., Ltd. • Representative of juristic person director of Top One Down & Feather Co., Ltd. • Chairman of Wen Cheun Paper Industrial Co., Ltd. • Director of Wen Cheun Investment Co.,Ltd. • Chairman of ULITE Tech Co., Ltd. • Director of Spring Co., Ltd. • Chairman of Jiaxing Quang Viet garment Co., Ltd. • Director of Top One Apparel Shu Yang Co., Ltd. • Director of Top One Down & Feather Shu Yang Co., Ltd. • Director of KwangViet Garment Co.,Ltd.
Director	Formosa Taffeta Co., Ltd. Lee, Min-Chang	Department of Textiles, Feng Chia University	• Assistant Vice President of Formosa Taffeta Co., Ltd. • Vice President of Formosa Taffeta Co., Ltd. • Director of Formosa Taffeta Co., Ltd.	• Representative of juristic person director of Quang Viet Enterprise Co., Ltd. • Representative of juristic person director and President of Formosa Taffeta Co., Ltd. • Representative of juristic person director of Formosa Advanced Technologies Co., Ltd. • Representative of juristic person director and President of Formosa Taffeta (Zhong Shan) Co., Ltd. • Representative of juristic person director of Formosa Taffeta (Hong Kong) Co., Ltd. • Representative of juristic person director and Chairman of Formosa Taffeta Vietnam Co., Ltd. • Representative of juristic person director and Chairman of Formosa Taffeta Dong-Nai Co.,Ltd. • Representative of juristic person director of Formosa Taffeta (Changshu) Co., Ltd. • Representative of juristic person director of Formosa Industries Corporation • Representative of juristic person director of Schoeller Textil AG. • Representative of juristic person director of KingHamm Industrial Co.,Ltd
Director	Top One Investment Co., Ltd. Charles Wu	Department of Business Administration, Fu Jen Catholic University	• Chairman of Top One Down & Feather Co., Ltd.	• Representative of juristic person director and President of Quang Viet Enterprise Co., Ltd. • Chairman of Top One Down & Feather Co., Ltd. • Director of Q.V.S. Limited • Director of Spring Co., Ltd. • Director of Jiaxing Quang Viet Garment Co., Ltd. • Director of Top One Apparel Shu Yang Co., Ltd. • Chairman of Top One Down & Feather Shu Yang Co., Ltd. • Director of KwangViet Garment Co.,Ltd.

Position	Name	Education	Experience	Present Position
				• Director of Q Gear Limited • Representative of juristic person director of Biancospino S.R.L. • Representative of juristic person director of Atlanta Garment Manufacturing Company LLC • Representative of juristic person director of Xingxing Garments Co., Ltd. • Representative of juristic person director and Chairman of King Hamm Industrial Co., Ltd. • Chairman of Principle & Will Co., Ltd. • Chairman of Sidney Apparels LLC • Chairman of Joykey Industrial Limited, • Director of Principle & Will Biotech (Pinghu) Co., Ltd. • Director of Principle & Will Biotech (Xiantao) Co., Ltd. • Director of Jokey Industrial (Ping Hu) Limited.
Director	Shang YUN Investment Co., Ltd Liao, Ping-Jung	Department of Accounting, Ling Tung University	• President of Hong De Weaving Co., Ltd. • President of East Way Enterprise Co., Ltd. • Chairman of Little King Ind. Co.,Ltd.	• Representative of juristic person director of Quang Viet Enterprise Co., Ltd. • Chairman of Shang Yun Investment Co., Ltd. • Chairman of Little King Ind. Co., Ltd. • Supervisor of Liken International Co.,Ltd.
Independent Director	Fan, Hung-Ta	Department of Electronic Engineering, Feng Chia University	• Council Member of Taipei Electronic Components Suppliers' Association • Chairman and President of Zheng Da International Co., Ltd. • Director and President of Zenitron Corporation	• Independent director of Quang Viet Enterprise Co., Ltd. • Chairman of Goldenflash Electronics Co., Ltd.
Independent Director	Liu, Po-Liang	Graduate Institute of Mainland China Studies, Chinese Culture University	• Commissioner of Criminal Investigation Bureau • Commissioner of Kaohsiung City Police Department • Deputy Director-General of National Police Agency, Ministryof the Interior	• Chairman of Chuan An Technologies Co., Ltd.
Independent Director	Tsai, Yong-Yi	Department of International Trade, Fu Jen Catholic University	• Supervisor of National Credit Card Center of R.O.C. • Director of Taiwan Finance Coporationr • Director of Financial Information Service Co., Ltd. • Director of Mega Holdings • President and Vice President of Mega International Commercial Bank	-

[Attachment 6]

Quang Viet Enterprise Co., Ltd.

New Directors’ Concurrent Position

Position	Name	Concurrent Position
Director	Wen Cheun Paper Industrial Co., Ltd Representative: Yang, Wen-Hsien	`•`Representative of juristic person director of Top One Down & Feather Co., Ltd. `•`Director of TopOne Down & Feather Shu YangCo.,Ltd.
Director	Top One Investment Co., Ltd. Representative: Charles Wu	`•`Representative of juristic person director and Chairman of King Hamm Industrial Co., Ltd. `•`Representative of juristic person director and Chairman of Atlanta Garment Manufacturing Company LLC `•`Representative of juristic person director of Biancospino S.R.L. `•`Chairman of Principle & Will Co., Ltd. `•`Representative of juristic person director of Xingxing Garments Co., Ltd. `•`Chairman of Top One Down & Feather Co., Ltd. `•`Chairman of Top One Down & Feather Shu Yang Co., Ltd. `•`Chairman of Joykey Industrial Limited `•`Director of Principle & Will Biotech (Pinghu) Co., Ltd. `•`Director of Principle & Will Biotech (Xiantao) Co., Ltd. `•`Director of JokeyIndustrial(PingHu)Limited.
Director	Formosa Taffeta Co., Ltd. Representative: Lee, Min-Chang	`•`Representative of juristic person director and President of Formosa Taffeta Co., Ltd. `•`Representative of juristic person director and President of Formosa Taffeta (Zhong Shan) Co., Ltd. `•`Representative of juristic person director of Formosa Taffeta (Hong Kong) Co., Ltd. `•`Representative of juristic person director and Chairman of Formosa Taffeta Vietnam Co., Ltd. `•`Representative of juristic person director and Chairman of Formosa Taffeta Dong-Nai Co., Ltd. `•`Representative of juristic person director of Formosa Taffeta (Changshu) Co., Ltd. `•`Representative of juristic person director of Formosa Industries Corporation `•`Representative of juristic person director of Schoeller Textil AG. `•`Representative of juristic person director of King Hamm Industrial Co.,Ltd
Director	Shang YUN Investment Co., Ltd Representative: Liao,Ping-Jung	`•`Chairman of Little King Ind. Co., Ltd.

[Attachment 7]

Quang Viet Enterprise Co., Ltd. Rules for Election of Directors

Article 1. Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Rules.
Article 2. The election of directors is to take place in a shareholders’ meeting. Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. For the sake of reviewing the eligibility of each candidate, his/her experience and educational background, and whether or not matters under respective sub-paragraphs specified in Article 30 of the Company Act exist, it is disallowed to add other eligibility supporting documents arbitrarily and the review results shall be provided to shareholders for reference so that competent directors are elected.
When the number of directors falls below five due to the dismissal of a director for any reason, the Company 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 the Company’s articles of incorporation, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Where the number of independent directors falls below that required under the proviso of Article 14-2, Paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or Subparagraph 8 of the "Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Rules Governing the Review of Securities for Trading on the TPEx", a by-election shall be held at the next shareholders meeting to fill the vacancy. Where 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 2-1 More than half of the directors elected by the Company 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 the Company shall consider adjusting its composition based on the results of performance evaluation.
Article 2-2 The qualifications for the independent directors of the Company 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 the Company 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 3. The cumulative voting method shall be used for election of the directors at the Company. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 4. The number of directors will be as specified in the Company'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 5. The Board of Directors shall prepare the ballots; they are to be numbered according to the attendance card number, and 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.
Article 6. Before an election begins, the chairperson shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.
Article 7. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 8. Where a candidate is a shareholder, the candidate must indicate in the "candidate" column of the ballot his/her name and account number. If the candidate is not a shareholder, he/she shall indicate his/her name and National ID. If the candidate is the government or an institution, the name of the government or institution shall be provided in the “Candidate's Account Name” column on the ballot; the name of the government or institution along with that of its representative may also be provided. Where there are several representatives, each of their names shall be provided.
Article 9. Ballots found with any of the following conditions are invalid:
The ballot does not follow the requirements herein.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
Name on the account and account number provided on the ballot disagree with those shown in the shareholders' roster if the candidate is a shareholder; the name and ID number provided on the ballot are verified to be invalid if the candidate is not a shareholder.
Other words are included besides the name and shareholder account number or National ID of the candidate provided.
The name of the candidate provided is identical to that of another shareholder yet the shareholder account number or National ID is not provided for differentiation.
Two or more people are provided as candidates on the same ballot.
The total allotted voting rights assigned exceed those held by electors.

Article 10. Where the total allotted voting rights are fewer than those held by electors, the reduced voting rights are considered abstention.
Article 11. Ballot boxes are to be set up for the election of directors and the vote monitoring personnel are to supervise counting and announcing of ballots.
Article 12. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site with records to be kept. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 13. The Board of Directors of the Company shall issue notifications to the persons elected as directors.
Article 14. For matters not specified herein, the requirements of the Company Act and applicable laws and regulations apply.

Article 15. These Rules were established on November 21, 2014. The 1st amendment was made on April 10, 2015. The 2nd amendment was made on October 14, 2015. The 3rd amendment was made on June 15, 2016.

[Attachment 8]

Quang Viet Enterprise Co., Ltd. Rules of Procedure for Shareholders Meetings

Article 1. The following rules have been established to establish a strong governance system and sound supervisory capabilities for the Company's shareholders meetings, and to strengthen management capabilities.
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.
The 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, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby, and distributed on-site during the 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, amendment 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 Regulations Governing the Offering and Issuance of Securities by Securities Issuers should 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 corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda

Prior to the book closure date before 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.

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

Prior to the date for issuance of notice of a 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. 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 5 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. If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company 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. 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.
Article 6. The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders will be accepted, the place to register for

attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and representatives thereof (collectively 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 the attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

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

Article 7. 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 any reason unable to exercise the powers of the chairperson, a delegate shall be appointed in accordance with Article 208 of The Company Act.
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 a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. Where there are two or more such convening party, 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 a shareholders meeting in a non-voting capacity.
Article 8. 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 the 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, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair should call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If 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 resolutions 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. 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.

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

Article 12. 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 the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 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.

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 a majority of the voting rights represented by the attending shareholders. Where exercise of voting right is restricted by laws or Articles of Incorporation, any vote exceeding the restriction shall be excluded from calculation. A proposal is considered passed if the chair receives no objections from any attendees. This voting method is deemed as effective as does the conventional ballot method. The results of resolution(s) shall be announced on-site at the meeting, and recorded in the meeting minutes. When resolving through votes, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the 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.

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 chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.

Article 16. 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, and shall make an express disclosure of the same at the 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. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
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. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19. These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
Article 20. The rules were established on November 21, 2014 The 1st amendment was made on April 10, 2015

The 2nd amendment was made on October 14, 2015 The 3rd amendment was made on June 18, 2020 The 4th amendment was made on August 11, 2021

[Attachment 9]

Articles of Incorporation of Quang Viet Enterprise Co., Ltd.

Chapter 1. General Provisions

Article 1: The Company shall be incorporated in accordance with The Company Act, and its name shall be Quang Viet Enterprise Co., Ltd.

Article 2: Business activities of the Company shall be as follows:

C306010 Wearing Apparel.
C399990 Other Textile and Products Manufacturing.
F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
F105050 Wholesale of Furniture, Bedding, Kitchen Utensils and Fixtures.
F205040 Retail Sale of Furniture, Bedding, Kitchen Utensils and Fixtures.
F108031 Wholesale of Medical Devices.
F208031 Retail Sale of Medical Apparatus.
F199990 Other Wholesale Trade.
F299990 Retail Sale of Other Products
F401010 International Trade.
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may invest in other businesses as deemed necessary, and may become a limited-liability shareholder of another company subject to board of directors' resolution. Sum of the Company's business investments is not subject to the limitations stated in Article 13 of The Company Act (i.e., 40% of paid-up capital).
Article 4: The Company may offer external guarantees to industry peers for business-related purposes; these guarantees shall proceed according to the Company's endorsement and guarantee regulations.
Article 5: The Company is headquartered in Taipei City, and may establish branches or offices local or abroad subject to board of directors' resolution.
Article 6: Public announcements of the Company shall be duly made in accordance with Article 28 of The Company Act and relevant laws.

Chapter 2. Shares

Article 7: The Company has an authorized capital of 1,500,000,000 New Taiwan Dollars in 150,000,000 shares. Each share has a face value of 10 New Taiwan Dollars. The board of directors is authorized to issue this capital in multiple offerings.
Article 8: Shares of the Company may be issued in non-tangible form, subject to compliance with relevant regulations and registration with the central securities depository. The same applies to other securities issued by the Company.
Article 9: Unless otherwise regulated by laws or the securities authority, all stock-related affairs shall be handled according to "The Company Act" and "Regulations Governing the Administration of Shareholder Services of Public Companies."
Article 10: Change of shareholder registry shall be suspended during the 60 days prior to an annual general shareholders' meeting, or during the 30 days prior to an extraordinary shareholders' meeting, or during the 5 days prior to the baseline date of dividend, bonus, or rights

distribution.

Chapter 3. Shareholder's Meetings

Article 11: The Company holds the following two types of shareholders' meeting, which are to be convened by the board of directors unless otherwise specified in The Company Act:
Annual shareholders' meetings are convened at least once a year at a time no later than six months after the end of a financial year. However, this excludes circumstances that are justified by valid reasons and approved by the competent authority.
Extraordinary shareholders' meetings may be held whenever deemed necessary, subject to compliance with relevant laws.
Article 12: Shareholders' meetings are to be chaired by the Chairman. If the Chairman is on leave or unable to perform duty for any reason, a director shall be appointed to serve acting duty. For shareholders' meetings convened by any authorized party other than the board of directors, the convener shall serve as the chairperson. If there are two or more conveners at the same time, one shall be appointed among themselves to chair the meeting.
Article 13: The Company shall notify all shareholders at least 30 days before convention of an annual general shareholders' meeting, and at least 15 days before convention of extraordinary shareholders' meeting. For shareholders that hold less than one thousand shares, Article 26-2 of the Securities and Exchange Act shall apply.
The shareholders' meeting advice may be served in electronic form if consented by shareholders.
Article 14: If a shareholder is unable to attend shareholders' meeting in person, a proxy can be appointed by presenting a properly signed/sealed proxy form printed in the Company's prescribed format, while specifying the scope of delegated authority. Designation of proxy attendees for the Company's shareholders' meetings shall proceed according to Article 177 of The Company Act and "Regulations Governing the Use of Proxies for Attendance at Shareholder's Meetings of Public Companies."
Article 15: Shareholders of the Company are entitled to one vote per share, except in circumstances where voting rights are restricted or voided under Article 179 of The Company Act. Motions in a shareholders' meeting shall be voted in writing or using electronic method.
Article 16: Except otherwise regulated by The Company Act or relevant laws, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and that the motion is voted in favor by more than 50% of all voting rights represented at the meeting.
Unless otherwise specified in The Company Act or the Articles of Incorporation, shareholders' meetings shall proceed according to the Company's "Rules of Procedure for Shareholders Meetings".
Article 17: Shareholders' meeting resolutions shall be compiled into detailed minutes and retained and distributed to shareholders according to Article 183 of The Company Act. Meeting minutes mentioned in the preceding Paragraph may be disseminated by way of
public announcement.

Chapter 4. Directors and Audit Committee

Article 18: The board of directors shall comprise seven members who are elected in shareholders' meetings to serve a term of three years, which can be renewed if re-elected. If directors can not be re-elected in time at the end of service, the existing directors shall have their services extended until new directors are elected and have commenced duty.
Directors' aggregate shareholding percentage shall comply with The Company Act and rules of the securities authority.

The number of directors mentioned above shall include no fewer than three independent directors that make up no less than one-fifth of director seats. Independent directors shall be elected by shareholders from the list of nominated candidates using the nomination system. Restrictions concerning independent directors' eligibility, shareholding, concurrent employment, nomination, method of election, and all other compliance issues are governed by relevant laws of the securities authority.

Directors of the Company shall be elected using the nomination system, in which shareholders will elect from the list of nominated director candidates.

Nomination and election of director candidates shall proceed according to relevant laws. The Company shall comply with Article 14-4 of the Securities and Exchange Act by assembling an Audit Committee that consists entirely of independent directors. All matters relating to the Audit Committee, its members, and exercising of duties shall comply with the Securities and Exchange Act and rules of the securities authority.

Article 19: If the board loses more than one-third of its directors, the board of directors shall convene a shareholders' meeting according to laws to elect new members for the shortfall. In which case, the newly elected members shall serve the remaining term of the existing board.
Article 20: The elected directors shall form a board and exercise authorities in accordance with laws, which include:
Preparing business plans.
Proposing distribution plans of earnings or proposals to make up loss.
Proposing plans for increasing or decreasing capital.
Compiling important policies.
Appointing or discharging the Company's managers.
Setting up or dissolving branches.
Compiling budget and final settlement of account.
Performing other duties authorized by the Company Act or shareholders’ meeting. The board shall appoint one Chairman during a board meeting with more than two-thirds of directors present and with the support of more than half of all attending directors. The Chairman serves as the Company's representative to the outside world.
Article 21: Board of directors meetings shall be convened by the Chairman, except for the first meeting of each board, which is to be convened according to 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.
Convention of board of directors meeting must be advised to all directors along with detailed agenda at least 7 days in advance. However, meetings can be held in shorter notices in case of emergency.
Convention of board of directors meetings may be advised in writing, fax, or through e-mail.
Directors who are unable to attend board meetings in person may appoint one other director to attend on their behalf, by issuing a proxy form detailing the scope of authority to be delegated to the proxy attendee. However, a director may only represent the presence of one other director. Board resolutions are passed with the support of more than half of attending directors; a resolution log shall be prepared and kept on file once it has been signed and sealed by the chairperson.
Where board meeting is carried out by way of video conferencing, those who participate in the video conference are considered to have attended the meeting in person.
Article 22: If the Chairman is unable to perform duties due to leave of absence or any reason, a delegate shall be appointed in accordance with Article 208 of The Company Act.
Article 23: The Company may compensate directors for the duties performed regardless of the state of its profitability. The board of directors is authorized to determine the level of compensation based on individual directors' participation in the Company's operations, and in reference to industry peers.

Any earnings concluded by the Company are also subject to distribution of remuneration

according to Article 26.

The Company may purchase liability insurance to minimize the risk of directors being sued by shareholders or other parties while performing duties.

Chapter 5. Managers

Article 24: The Company may create managerial positions. Appointment, dismissal, and compensation of whom shall comply with Article 29 of The Company Act. Managers are authorized to manage affairs and sign on behalf of the Company within the scope of their delegated authorities. The scope of authority and the authorization policy shall be determined by the board of directors.

Chapter 6. Accounting

Article 25: The board of directors is responsible for preparing the following statements and reports at the end of each financial year, which are to be presented for acknowledgment at the annual general shareholders' meeting.
Business report
Financial statements
Proposal of distribution of earnings or making up of loss
Article 26: Profits concluded by the Company from a financial year are subject to employee remuneration of 1%-8%, which the board of directors may resolve to pay in shares or in cash. This remuneration can be paid to employees of subsidiaries who meet certain criteria. The above profit may also have no more than 2% allocated to director remuneration, subject to board of directors' resolution. Employee and director remuneration proposals are subject to board of directors' special resolution and shall be reported in shareholders' meeting. However, profits must first be reserved to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages. The profit mentioned in Paragraph 1 shall refer to pre-tax profit before employees' and directors' remuneration in the current year.
Article 26-1:
Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-up capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. The residual balance can then be added to undistributed earnings carried from previous years and distributed as shareholder dividends or retained at board of directors' proposal, subject to resolution in a shareholders' meeting.
Article 27: The Company's dividend policy has been established to accommodate current and future development plans after taking into consideration the investment environment, capital requirement, domestic/foreign competition, and shareholders' interests. No less than 40% of distributable earnings shall be paid as dividend each year, but the Company may decide to withhold earnings if the amount of distributable earnings is less than 5% of paid-up capital. Dividends can be paid in cash or in shares, with cash dividends amounting to no less than 20% of total dividends. However, the form and percentage of dividends may be adjusted depending on the Company's profitability and liquidity, subject to resolution in a shareholders' meeting.

Chapter 7. Supplemental Provisions

Article 28: Withdrawal of public offering is subject to resolution in a shareholders' meeting, and this Article shall remain unchanged for as long as the Company's shares are listed on the Emerging Stock Market, TWSE, or TPEX.

Article 29: Any matters that are not addressed in the Articles of Incorporation shall be governed by The Company Act and relevant regulations.

Article 30: The Articles of Incorporation was established on October 11, 1995.

The 1st amendment was made on February 20, 1997. The 2nd amendment was made on October 15, 1998. The 3rd amendment was made on May 29, 2000. The 4th amendment was made on June 11, 2001. The 5th amendment was made on January 17, 2002. The 6th amendment was made on June 15, 2002. The 7th amendment was made on December 22, 2002. The 8th amendment was made on June 22, 2003. The 9th amendment was made on June 13, 2004. The 10th amendment was made on June 25, 2005. The 11th amendment was made on June 28, 2008. The 12th amendment was made on June 27, 2009. The 13th amendment was made on June 19, 2010 The 14th amendment was made on June 25, 2011. The 15th amendment was made on June 29, 2012. The 16th amendment was made on June 21, 2013. The 17th amendment was made on November 22, 2013. The 18th amendment was made on November 21, 2014. The 19th amendment was made on October 14, 2015. The 20th amendment was made on June 15, 2016. The 21st amendment was made on June 18, 2019. The 22nd amendment was made on June 18, 2020.

Quang Viet Enterprise Co., Ltd.

Chairman: Wen-Hsien Yang

[Attachment 10]

Quang Viet Enterprise Co., Ltd.

Shareholding of All Directors

		Record date: April 17,2023	Record date: April 17,2023
Title	Name	Number of shares held
		Shares	As a percentage of outstanding shares(%)
Chairman	Wen Cheun Paper Industrial Co., Ltd. Representative: Wen-Hsien Yang	3,232,808	3.13%
Director	Formosa Taffeta Co., Ltd. Representative: Min-Chang Lee	18,595,352	17.98%
Director	Top One Investment Co., Ltd. Representative: Charles Wu	15,683,419	15.16%
Director	Shang YUN Investment Co., Ltd. Representative: Ping-Jung Liao	4,108,537	3.97%
Independent Director	Chin-Kung Lee	0	0%
Independent Director	Jy-Pyng Suen	0	0%
Independent Director	Hung-Ta Fan	0	0%
	Total	41,620,116	40.24%

As of the book closure date: April 17, 2023; total outstanding shares: 103,425,455 shares

Remarks: The minimum shareholding required from all directors by law: 8,000,000 shares; shareholding of all directors as of April 17, 2023: 41,620,116 shares

AI assistant

QVE — AGM Information 2023

52394_rns_2023-06-20_7caf2438-f41f-4908-8ccf-447450353229.pdf

Quang Viet Enterprise Co., Ltd.

2023 Annual General Shareholders' Meeting

Quang Viet Enterprise Co., Ltd. 2023 Annual General Shareholders' Meeting

Table of Contents

Notice to readers :

Quang Viet Enterprise Co., Ltd.

2023 Annual General Shareholders' Meeting Procedure

Quang Viet Enterprise Co., Ltd. 2023 Annual General Shareholders' Meeting Agenda

[ Matters to Report ]

Motion 1

Proposal: Presentation of the 2022 annual report.

Motion 2

Proposal: Presentation of Audit Committee's review of the 2022 financial statements.

Motion 3

Proposal: Report on the allocation of 2022 directors' remuneration and employees' remuneration.

Motion 4

Proposal: The Status of the second domestic unsecured convertible corporate bonds.

[ Matters for Ratification ]

Motion 1: (Proposed by the board of directors) Proposal: Ratification of the 2022 business report and financial statements.

Resolution:

Motion 2: (Proposed by the board of directors)

Proposal: To ratify the profits distribution of 2022.

Resolution:

[ Matters for Election ]

Motion 1: (Proposed by the board of directors)

[ Matters for Discussion ]

Motion 1:

[ Special Motions ]

[ Adjournment ]

Quang Viet Enterprise Co., Ltd.

2022 Business Report

Foreword

Financial performance

Business plan

Research and development projects

Audit Committee's Review Report

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Validity of Revenue Recognized from Specific Customers

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

QUANG VIET ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Validity of Revenue Recognized from Specific Customers

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

QUANG VIET ENTERPRISE CO., LTD.

BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

QUANG VIET ENTERPRISE CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

QVE AGM Information 2023