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REXON AGM Information 2025

May 23, 2025

51841_rns_2025-05-23_e85d2318-0cf5-41af-9155-9fccf9a261f6.pdf

AGM Information

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Stock Code: 1515

Rexon Industrial Corp., Ltd. Agenda Handbook for the 2025 Annual Meeting of Shareholders

Integrity‧Stability‧Growth

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Date: May 22, 2025 (Thu), at 9 am

Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company)

Type of Meeting: Physical shareholders’ meeting

Table of Contents

Table of Contents Table of Contents
ONE. MEETING AGENDA .......................................................................................................................................... 1
I. CALL TO ORDER ............................................................................................................................................... 2
II. CHAIRPERSON REMARKS ................................................................................................................................. 2
III. MANAGEMENT PRESENTATION ....................................................................................................................... 2
IV. MATTERS TO BE RATIFIED ................................................................................................................................ 3
V. DISCUSSIONS................................................................................................................................................... 3
VI. EXTRAORDINARY MOTIONS ............................................................................................................................ 3
VII. ADJOURNMENT............................................................................................................................................... 3
TWO. ATTACHMENT ................................................................................................................................................ 4
I. 2024 BUSINESS AND FINANCIAL REPORTS OF THE COMPANY ......................................................................... 4
II. AUDIT REPORT OF THE AUDIT COMMITTEE ....................................................................................................25
III. THE COMPANY'S DIRECTORS' REMUNERATION AND RELATED POLICIES .........................................................26
IV. RULES GOVERNING FINANCIAL AND BUSINESS ..............................................................................................28
MATTERS BETWEEN THIS CORPORATION AND ITS RELATED PARTIES .....................................................................28
V. EARNINGS DISTRIBUTION TABLE ....................................................................................................................34
VI. COMPARISON TABLE FOR THE AMENDMENTS OF THE “ARTICLES OF INCORPORATION” ................................35
THREE. APPENDIX ..................................................................................................................................................37
I. ARTICLES OF INCORPORATION (BEFORE AMENDMENT) .................................................................................37
II. RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETING ..................................................................................43
III. SHAREHOLDING OF DIRECTORS ......................................................................................................................45

One. Meeting Agenda

Rexon Industrial Corp., Ltd. Agenda for the 2025 Annual Meeting of Shareholders

Time: May 22, 2025 (Thu), at 9am

Place: No. 261, Renhua Rd., Dali Dist., Taichung City (meeting room of the Company)

  • I. Call to Order

  • II. Chairperson Remarks

  • III. Management Presentation

  • (I). 2024 Business report.

  • (II). Audit Committee’s review report on the 2024 financial statements.

  • (III). Report on distribution of the remuneration to employees and directors in 2024.

  • (IV). Distribution of cash dividends from profits in 2024

  • (V). Report on the Establishment of the “Rules Governing Financial and Business Matters Between the Corporation and Its Related Parties.”

  • IV. Matters to be Ratified

  • (I). Ratification of 2024 financial statements.

(II). Ratification of earnings distribution for 2024.

  • V. Discussions

  • (I). Amendment of the “Articles of Incorporation” of the Company

  • VI. Extraordinary Motions

  • VII. Adjournment

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I. Call to Order

II. Chairperson Remarks

III. Management Presentation

Proposal 1: 2024 Business report.

Description: For the 2024 business report of the Company, please refer to the Attachment 1 of the Handbook on pages 4-24.

Proposal 2: Audit Committee’s review report on the 2024 financial statements. Description: For the Audit Committee’s review report for 2024, please refer to Attachment 2 of the Handbook on page 25.

  • Proposal 3: Report on distribution of the remuneration to employees and directors in 2024.

Description:

  1. For the distribution of the remuneration to employees and directors in 2024, the Board of Directors adopted a resolution to distribute 2024 employee compensation of NT$45,297,153 and Directors' remuneration of NT$6,400,000 in cash.

  2. For the Company's directors' remuneration receipt, the policy, standards and composition of remuneration for directors and independent directors, the procedures for setting remuneration and its relevance to operating performance and future risks, please refer to Attachment 3 of the Handbook on page 26-27.

Proposal 4: Distribution of cash dividends from profits in 2024. Description:

  1. According to Article 25 of the Company’s Articles of Incorporation, if all or part of the dividends are distributed in the form of cash, the board of directors is authorized to do so with the attendance of more than two-thirds of the directors and the approval of more than half of the directors present, and report to the shareholders' meeting.

  2. The total dividends distributed to shareholders in 2024 were NT$181,473,500, all of which were cash dividends, with a distribution of NT$1 per share.

  3. Board of Directors authorized the chairman to set up the base date of dividend distribution and the date of distribution.

  4. Proposal 5: Report on the Establishment of the “Rules Governing Financial and Business Matters Between the Corporation and Its Related Parties.”

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  • Description: In response to revisions in relevant laws and regulations and actual operational needs, the “Rules Governing Financial and Business Matters Between the Corporation and Its Related Parties” were established.For details, please refer to Attachment 4 of the Handbook, pages 28–33.

IV. Matters to be Ratified

Proposal 1: [Proposed by the Board of Directors] Proposal: The 2024 financial statements of the Company submitted for ratification. Description:

  1. The 2024 final accounting reports have been adopted by the Board of Directors and audited by the Audit Committee. They are herewith submitted for ratification.

  2. For the final accounting reports, please refer to Attachment 1 of the Handbook on pages 4-24.

Resolution:

Proposal 2: [Proposed by the Board of Directors] Proposal: The Company’s 2024 earnings distribution for ratification. Description:

  1. 2024 earnings distribution was planned from 2024 net profit after tax, deducting the appropriation of legal reserve as required by regulations, and distributing dividends to shareholders.

  2. For the 2024 earnings distribution Table of the Company, please refer to Attachment 5 of the Handbook on page 34.

Resolution:

V. Discussions

Proposal 1: [Proposed by the Board of Directors] Proposal: Discussion on the amendment of the “Articles of Incorporation” of the Company.

Description:

  1. In response to relevant legal amendments and actual operational needs, the Company plans to amend some provisions of the “Articles of Incorporation”.

  2. For the comparison table for the amendments, please refer to Attachment 6 of the Handbook on page 35-36.

Resolution:

VI. Extraordinary Motions

VII. Adjournment

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Attachment 1

Two. Attachment

I. 2024 Business and Financial Reports of the Company

(I). Business Report

The war, geopolitics, U.S. economic recession, Rate cuts and the U.S. election and other factors in 2024 resulted in weak demand, high stock quantity and decreased demand. Despite the challenging business environment, we operated prudently and steadily and persisted in the core value of our fundamental business by manifesting our competitive advantages and operating our business firmly.

1. Business results in 2024

(1). Implementation status of the business plan

The consolidated operating revenue in 2024 was NT$6,099,286 thousand with a decrease of NT$609,175 thousand (9.08%) in comparison with the amount of NT$6,708,461 thousand in 2023. The consolidated net profit after tax in 2024 was NT$319,012 thousand with earnings per share of about NT$1.76.

(2). Implementation status of budgets

Since we did not make 2024 publication of financial forecasts, no budget implementation status needs to be disclosed.

(3). Analysis of financial expenditure and profitability

Item 2023 2024
Financial structure(%) Debt to assets ratio% 58.51 46.18
Solvency (%) Current ratio% 99.98 109.15
Quick ratio% 85.08 93.29
Profitability (%) Return on assets(%) 3.97 4.06
Return on equity (%) 8.48 8.18
Earnings per share (NTD) (current
period)

1.70
1.76

(4). R&D status

As for machine tools, we continued to innovate and used patents to provide products that exceeded the customer’s expectations. The diversification of the product mix was achieved through the model of brand and retailer strategy alliances and the interactions among places of origin. As for fitness devices, we accelerated the development of new products and increased the items to meet the quickchanging and multiple demands of the customers. We grew together with them and

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pursued high quality to their satisfaction. As for new business, we used our core technologies in line with the market trend and grasped the opportunity to develop product areas for our new business.

2. Summary of the 2025 business plan

  • (1). Operating guidelines and important policies

  • (A).Create the best benefit for related parties with sustainable operations as the goal.

  • (B). Provide premium products and services for brand customers with our leading electromechanical technique.

  • (C). Uphold the philosophy of getting to the bottom of matters and continual improvement to achieve lean manufacturing and management.

  • (2). Business expectations and critical production/marketing policies

The global economy and market supply and demand will remain uncertain in 2025. The management team of the Company will uphold our corporate culture of “Integrity, Stability and Growth” and create competitive differentiation with total lean management and technical innovation to meet the requirements of the customer, create a win-win relationship with our partners, and achieve the optimal growth and sustainable development of the Company.

  • (3). Our development strategies will be affected by the external competitive

environment, regulatory environment and overall business environment.

With the inherited attitude of “More Than Better”, the leading

electromechanical integration technique, and the vision to provide brand customers with total services, we will be dedicated to the core competitive advantages of

“leading technique”, “excellent manufacturing”, “quality first” and “customer trust” to provide services that meet the requirements of the customers and achieve the goals of growth in both revenue and profit. With the spirit of “More than Better” and “Continuous Improvement”, the management team and outstanding employees will create and consolidate our leading position and enhance the differentiation against our competitors to achieve the optimal growth and sustainable development of the

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Company, overcome the challenges in the external competitive environment, regulatory environment and overall business environment, and understand and control all the operational risks.

Finally, we sincerely extend our appreciation to all of our shareholders for your support. Please don’t hesitate to give encourage and comments to our management team in the future.

May we wish you all

Good Health and Good Luck

President:Wang Kuan-Hsiang General Manager:Lo Cheng-Chou Accounting Manager:He Hsiu-Yuan

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(II). Financial Reports

  1. Please refer to pages 7-24 of the Handbook.

  2. Independent Auditors’ Report, KPMG Taiwan

INDEPENDENT AUDITORS ’ REPORT

To the Board of Directors of Rexon Industrial Corp., Ltd.:

Opinion

We have audited the consolidated financial statements of Rexon Industrial Corp., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2024 and 2023, the consolidated statement 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 material accounting policies.

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, 2024 and 2023, 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 of 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 of the current period. 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.We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

Please refer to Note 4(o) and Note 6(t) of the consolidated financial statements for accounting policies on revenue recognition and revenue recognition, respectively.

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4-1

Description of key audit matter:

The Group recognizes revenue when the control over a product has been transferred to the customer as specified on the various sales terms in each individual contract with customers. Revenue is recognized in each individual contract with customers. The improper timing in recongnition of revenue before and after the financial reporting date may materially impact financial statements. Therefore, revenue recognition is one of the key areas our audit focused on.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures include testing the effectiveness of internal control on recongnition of revenue; ensuring the transaction conditions and revenue of the sale contracts have been properly recorded; random sampling of sales transactions within a certain period before and after the financial reporting date; analyzing the client contract of the sample; and evaluating the transaction conditions contained in the sales contract to confirm that revenue recognition has been recorded in an appropriate period.

2. Valuation of Inventories

The accounting principle of inventory, refer to consolidated financial statements Note 4 (h), the assessment of accounting estimate and assumption uncertainty, refer to consolidated financial statements Note 5 (b); the explanation of inventory assessment refers to consolidated financial statements Note 6 (d).

Description of key audit matter:

Due to the introduction of new products such as machine tools or fitness machines may cause significant changes in consumer demand, the original product outdated may no longer meet the market demand, or by the electric tool market recession and competitors’ low cost strategy and other factors so that the sale of related products may be volatile, it easily leads to the cost of inventory may exceed its net realizable value of the risk; therefore, inventory valuation is considered as one of a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, includes the allowance for uncollectible inventory valuation losses of the Group and the rationale of calculation method, implementation of the sampling procedures to check the inventory and the net realized value to compare with the past period situation and analyze whether the loss of the value of the deposit in the current period is disclosure appropriately.

Other Matter

Rexon Industrial Corp., Ltd. has prepared its parent company only financial statements as of and for the years ended December 31, 2024 and 2023, 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 with the IFRSs, IASs, IFRC, 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.

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4-2

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

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

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

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

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

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

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

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

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

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

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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 of the current period 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 audit resulting in this independent auditors’ report are Chen, Cheng Hsueh and Chang, Tzu Hsin.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2025

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3. Consolidated balance sheet

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)

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  1. Consolidated statement of comprehensive income

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar, except earnings per share)

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5. Consolidated statement of changes in equity

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)

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6. Consolidated statement of cash flow

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)

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  1. Audit report

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Rexon Industrial Corp., Ltd.:

Opinion

We have audited the financial statements of Rexon Industrial Corp., Ltd. (“the Company”), which comprise the balance sheets of December 31, 2024 and 2023, the statement 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.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and 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 of 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 of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

Please refer to Note 4(p) and Note 6(t) of the financial statements for accounting policies on revenue recognition and revenue recognition, respectively.

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3-1

Description of key audit matter:

Revenue is recognized when the control over a product has been transferred to the customer as specified in each individual contract with customers. Revenue is recognized in each individual contract with customers. The improper timing in recognition of revenue before and after the financial reporting date may materially impact financial statements. Therefore, revenue recognition is one of the key areas our audit focused on.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures include testing the effectiveness of internal control on recognition of revenue; ensuring the transaction conditions and revenue of the sale contracts have been properly recorded; random sampling of sales transactions within a certain period before and after the financial reporting date; analyzing the client contract of the sample; and evaluating the transaction conditions contained in the sales contract to confirm that revenue recognition has been recorded in an appropriate period.

2. Valuation of Inventories

The accounting principle of inventory, refer to financial statements Note 4 (g), the assessment of accounting estimate and assumption uncertainty, refer to financial statements Note 5 (a); the explanation of inventory assessment refers to financial statements Note 6 (d).

Description of key audit matter:

Due to the introduction of new products such as machine tools or fitness machines may cause significant changes in consumer demand, the original product outdated may no longer meet the market demand, or by the electric tool market recession and competitors’ low cost strategy and other factors so that the sale of related products may be volatile, it easily leads to the cost of inventory may exceed its net realizable value of the risk; therefore, inventory valuation is considered as one of a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, includes the allowance for uncollectible inventory valuation losses of the Company and the rationale of calculation method, implementation of the sampling procedures to check the inventory and the net realized value to compare with the past period situation and analyze whether the loss of the value of the deposit in the current period is disclosure appropriately.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only 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 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.

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3-2

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

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

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

  1. 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.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. 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.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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.

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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 of the current period 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 audit resulting in this independent auditors’ report are Chen, Cheng Hsueh and Chang, Tzu Hsin.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2025

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  1. Balance Sheet

REXON INDUSTRIAL CORP., LTD.

Balance Sheets

December 31, 2024 and 2023

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9. Statement of comprehensive income

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. Statements of Comprehensive Income For the years ended December 31, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar, except earnings per share)

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10. Statement of changes in equity

Statements of Changes in Equity

11.

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13. Statement of cash flow

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) REXON INDUSTRIAL CORP., LTD. Statements of Cash Flows For the years ended December 31, 2024 and 2023 (Expressed in thousands of New Taiwan Dollar)

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Attachment 2

II. Audit Report of the Audit Committee

Audit Report of the Audit Committee

We, the Audit Committee of the Company, hereby acknowledge that the

Board of Directors has worked out and submitted hereto the business report,

financial statements, and earnings distribution proposal of the Company for 2024 and that among them, the financial statements have been duly audited by KPMG with an audit report issued. The above business report, financial reports and earnings distribution proposal have been audited by the Audit Committee and no discrepancy has been found. We, therefore, prepare this report for your reference in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To

Rexon 2025 Annual Shareholders’ Meeting

Rexon Industrial Corp., Ltd.

Audit Committee Convener: Wu Chwan-Chyuan

February 26, 2025

25

III. The Company's directors' remuneration and related policies

Attachment 3

(I).The Company's directors’ remuneration receipts

Unit: UTD thousand, December 31, 2024

Title Name Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Remuneration to directors
Remuneration (A)
Pension (B)
Director remuneration (C)
Business expenses (D)
Rexon

All
companies

Rexon

All companies

Rexon
All companies

Rexon
All companies
Ratio of sum of A, B, C and D to
net income after tax
Rexon
All companies
Ratio of sum of A, B, C and D to
net income after tax
Rexon
All companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
Remuneration received in the capac
Salary, bonus and special
disbursement(E)
Pension (F)
Rexon
All companies

Rexon
All
companies
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
ity as concurrent employee
Employee remuneration (G)
Rexon Industrial Corp.,
Ltd.
All companies included in
the financial reports
Ratio of sum of A, B, C, D, E, F
and G to net income after tax
Rexon
All companies
Ratio of sum of A, B, C, D, E, F
and G to net income after tax
Rexon
All companies
Remunerati
on received
from
investees
President Wang Kuan-Hsiang Industrial
Corp.,
Ltd.
0

included in
the
financial
reports
0

Industrial
Corp.,
Ltd.
0

included in
the financial
reports
0

Industrial
Corp., Ltd.
3,200
included in the
financial
reports
3,200

Industrial
Corp., Ltd.
336
included in the
financial
reports
336

Industrial
Corp., Ltd.
3,536
1.11%
included in the
financial
reports
3,536
1.11%

Industrial
Corp., Ltd.
9,499
included in the
financial
reports
9,499

Industrial
Corp., Ltd.
125

included in
the financial
reports
125
Cash
amount
3,364
Stock
amount
0
Cash
amount
3,364
Stock
amount
0

Industrial
Corp., Ltd.
16,524
5.18%
included in the
financial
reports
16,524
5.18%
other than
subsidiaries
None
Director Kun Forever Co.,
Ltd.
0 0 0 0 800 800 0 0 800
0.25%
800
0.25%
0 0 0 0 0 0 0 0 800
0.25%
800
0.25%
None
Representative:
WangKuan-Chua
0 0 0 0 0 0 336 336 336
0.11%
336
0.11%
978 978 49 49 356 0 356 0 1,719
0.54%
1,719
0.54%
None
Director Huang Chin-Hsiang 0 0 0 0 800 800 336 336 1,136
0.36%
1,136
0.36%
2,223 2,223 68 68 745 0 745 0 4,172
1.31%
4,172
1.31%
None
Director Kuo Pu-Chao 0 0 0 0 800 800 336 336 1,136
0.36%
1,136
0.36%
0 0 0 0 0 0 0 0 1,136
0.36%
1,136
0.36%
None
Director Chen Chun-Wei 0 0 0 0 800 800 336 336 1,136
0.36%
1,136
0.36%
1,770 1,770 72 72 605 0 605 0 3,583
1.12%
3,583
1.12%
None
Director Yang Ching-Chi 0 0 0 0 0 0 630 630 630
0.20%
630
0.20%
0 0 0 0 0 0 0 0 630
0.20%
630
0.20%
None
Independent
director
Lee Cherng 0 0 0 0 0 0 716 716 716
0.22%
716
0.22%
0 0 0 0 0 0 0 0 716
0.22%
716
0.22%
None
Independent
director
Wu Chwan-Chyuan 0 0 0 0 0 0 710 710 710
0.22%
710
0.22%
0 0 0 0 0 0 0 0 710
0.22%
710
0.22%
None
Independent
director
Chen Li-Tsung 0 0 0 0 0 0 716 716 716
0.22%
716
0.22%
0 0 0 0 0 0 0 0 716
0.22%
716
0.22%
None
D irector 0 0 0 0 6,400 6,400 4,452 4,452 10,852
3.40%
10,852
3.40%
14,470 14,470 314 314 5,070 0 5,070 0 30,706
9.63%
30,706
9.63%
1. Please describe the payment policy, system, standard and structure of the remuneration to independent directors, and the association of their responsibility, risk, and investment of time with the amount of the remuneration paid:
The Board of Directors is authorized to determine the remuneration to the directors and independent directors of the Company based on individual participation in and contribution to the Company’s operations and with reference
to the general level in the industry.
2. Further to the aforementioned disclosure, the remunerations received by the directors of the Company for rendering service to all companies included in the financial reports (e.g. serving as a consultant but not the employee of the
Company) in the most recent year: None.
  1. Please describe the payment policy, system, standard and structure of the remuneration to independent directors, and the association of their responsibility, risk, and investment of time with the amount of the remuneration paid: The Board of Directors is authorized to determine the remuneration to the directors and independent directors of the Company based on individual participation in and contribution to the Company’s operations and with reference to the general level in the industry. 2. Further to the aforementioned disclosure, the remunerations received by the directors of the Company for rendering service to all companies included in the financial reports (e.g. serving as a consultant but not the employee of the Company) in the most recent year: None.

Note 1: The amount of the pension actually paid in 2023 is zero. The pension is a provision under expenditure. The remunerations to directors (C) and employees (G) are estimates.

(II). The Company's policy, standards and composition of remuneration for directors and independent directors, the process for determining remuneration and its relationship with operating performance and future risks

  1. Directors: The remuneration of the Company's directors includes travel expenses and directors' and supervisors' remuneration from profit distribution. In terms of travel expenses, we refer to the industry standards and pay according to the directors' attendance at board meetings. The Company may pay remuneration to the directors of the Company for the performance of their duties, regardless of the Company's operating profit or loss. The remuneration is authorized to be determined by the Board of Directors based on the directors' level of participation in the Company's operations and the value of their contributions, and shall not exceed

26

the highest salary level stipulated in the Company's salary regulations. Director remuneration is based on Article 25 of the company's articles of association: If the company makes a profit in a year, no more than 5% will be used as director remuneration, and it will be reviewed and approved by the Remuneration Committee and the Board of Directors. Independent directors do not participate in the distribution of director remuneration.

  1. Independent directors: The independent directors of the Company receive a fixed monthly remuneration and travel and attendance fees for attending board meetings.

27

Attachment 4

IV. Rules Governing Financial and Business

Matters Between this Corporation and its Related Parties

Rexon Industrial Corp., Ltd. Rules Governing Financial and Business Matters Between this Corporation and its Related Parties

  • I. Purpose

To ensure sound financial and business interactions between this Corporation and its related parties and to prevent non arm's-length transactions and improper channeling of interests with respect to the purchase and sale of goods, the acquisition and disposal of assets, the provision of endorsements and guarantees, and loans of funds between this Corporation and its related parties, these Rules are adopted pursuant to Article 17 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

Except as otherwise provided by law and regulation or by the articles of incorporation, financial and business matters between this Corporation and any of its related parties shall be handled in accordance with the provisions of these Rules.

  • II. Definition

The term “related party” referred herein shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "affiliated enterprise" as used herein means an enterprise that, in accordance with Article 369-1 of the Company Act, exists independently and has either of the following relationships with this Corporation:

  • (I) A relationship of control or subordination.

(II) A relationship of mutual investment. In determining whether a relationship of

control or subordination under the preceding subparagraph exists, the substance of the relationship shall be considered in addition to the legal form.

  • III. Risk control of overall operations among affiliated enterprise

  • (I) This Corporation shall establish an effective internal control system designed for transactions with related parties (including affiliated enterprises) in regard to its overall operational activities, and shall continue to review the system in order to adapt to changes in the internal and external environment and ensure that the system's design and operation remain effective.

    • This Corporation shall ensure that any subsidiary develops an effective internal control system, taking into account the laws and regulations of the jurisdiction in which the subsidiary is located and the nature of its operations. For any related party that is not a public company, this Corporation shall still, in consideration of the degree of influence it has on this Corporation's business and finances, require that it develop effective systems for internal control and for managing financial, business, and accounting matters.
  • (II) A managerial officer of this Corporation may not concurrently serve as a managerial officer of any affiliated enterprise of this Corporation, and shall not operate the same type of business as this Corporation, either on the officer's own behalf or with another

28

party, unless otherwise approved by a resolution of the board of directors. The division of powers and responsibilities between this Corporation and its affiliated enterprises with respect to personnel management shall be clearly identified, and personnel transfers between the two shall be avoided. However, where personnel support or transfer is indeed necessary, the scope of work, division of powers and responsibilities, and allocation of costs shall be specified in advance.

  • (III) The management regulation for related enterprises referred to in these regulations also include the supervision and management of subsidiaries, and the responsible unit for management is the Operation Management Department of the General Management Office of the Company.

  • IV. Financial transactions with affiliated enterprise

  • (I) This Corporation shall establish an effective system of communication with each affiliated enterprise with respect to financial matters, and to mitigate credit risks, shall regularly conduct comprehensive risk assessments of their banks, principal clients, and suppliers. With respect to an affiliated enterprise with which it has financial and business interactions, this Corporation shall especially maintain close control over material financial and business items for the purpose of risk management.

  • (II) Any loans or endorsements/guarantees between this Corporation and a related party shall be carefully assessed and carried out in compliance with the provisions of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and with the procedures prescribed by this Corporation regarding loans to others and provision of endorsements/guarantees.

  • V. Rules on asset transaction and business matters between affiliated enterprise

  • (I) All business dealings, transaction terms and accounting treatments between the Company and its affiliated enterprise shall be handled in accordance with relevant operating procedures and methods.

  • (II) The policies and procedures for the operation plan and budget of affiliated enterprise, major equipment investment and reinvestment, borrowing, loaning funds to others, endorsement and guarantee, securities, derivative financial product operations, important contracts, asset acquisition and disposal (including major property changes) and application of international financial reporting standards, professional judgment, important accounting policies and process management of changes in estimated values shall all be handled in accordance with the relevant regulations or operating procedures of the Company.

  • (III) Any asset transaction, derivative trading, merger, demerger, acquisition, or share transfer between this Corporation and a related party shall be conducted in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and the procedures for acquisition and disposal of assets prescribed by this Corporation. (10)

  • (IV) For purchases and sales of goods, professional or technical services provided between this Corporation and a Related Party, the transaction amount of which during a whole year is expected to be five percent of this Corporation’s most recent total consolidated assets or net value of consolidated business income in the most recent year, in addition

29

that the Regulations Governing the Acquisition and Disposal of Assets by Public Companies shall apply, or other than the transactions between this Corporation and its parent company or subsidiary or between its subsidiaries, the following information shall be submitted to the board of directors for approval before the transactions may proceed:

  • A. Items, purpose, necessity, and projected benefits of the transactions.

  • B. The reason for choosing the related party as a trading counterparty.

  • C. The calculation principle of the transaction price and the projected limit of annual transaction value.

  • D. Description of whether transaction terms are consistent with regular commercial terms and that these terms will not damage the company interest or shareholder equity.

  • E. Restrictions on transaction and other important terms and conditions.

The following particulars about the transactions with related parties in the preceding

paragraph shall be reported at the next shareholders’ meeting after the end of a year:

  • A. Actual transaction value and terms and conditions.

  • B. Whether the calculation principle of the transaction price approved by the board of directors has been followed.

  • C. Whether the total value is under the limit on annual transaction value approved by the board of directors. If the total amount is above the limit, describe the reason, necessity, and fairness.

  • (V) With respect to any financial or business interaction between this Corporation and any related party that requires a resolution of the board of directors, full consideration shall be given to each independent director's opinion. Specific opinions by independent directors expressing assent or dissent, and the reasons for dissent, shall be included in the minutes of board meetings.

  • When a director him/herself or the corporation he/she represents is an interested party with respect to a particular agenda item and there is a likelihood that the company's interest may be compromised, that director shall enter into recusal and may neither participate in the discussion of nor vote on that item nor exercise voting rights as proxy for another director. Directors shall maintain self-discipline among themselves and may not enter into relationships of inappropriate mutual support with other directors.

If a director's spouse, blood relatives within the 2nd degree of relationship, or a company controlled by that director is an interested party with respect to an agenda item as mentioned in the preceding paragraph, the director him/herself will be deemed as an interested party with respect to that agenda item.

Upon discovering that, in the course of their duties, the board of directors or a director has committed a violation of law or regulation, the articles of incorporation, or a shareholders meeting resolution, a supervisor shall immediately notify the board of directors or the individual director to cease the misconduct, and shall take appropriate measures to curb expansion of the misconduct. When necessary, a supervisor shall also file a report with the relevant regulatory authority or agency.

  • VI. Management of affiliated enterprise (including subsidiaries)

  • (I) In addition to implementing the adopted internal control system, this Corporation shall

30

pay close attention to the following matters when exercising supervision over the operation and management of its affiliated enterprises:

  • A. This Corporation shall obtain an appropriate number of director and supervisor seats in the affiliated enterprise in accordance with the percentage of the shares it holds.

  • B. A director that this Corporation assigns to an affiliated enterprise shall regularly attend the affiliate's board meetings, and in order to monitor its operation, shall carefully review its corporate objectives and strategy, financial position, business performance, cash flows, and important contracts, as reported by the various members of the affiliate enterprise’s management. The director assigned to the affiliated enterprise shall ascertain the cause of any irregularity found, compile a record, and report the matter to the chairperson or general manager of this Corporation.

  • C. A supervisor assigned to an affiliated enterprise by this Corporation shall supervise the affiliate's business operations, investigate its financial and business conditions, and review its books, records and audit reports, and may also request reports from the affiliate's board of directors or managerial officers. For any irregularity that may be found, the supervisor assigned to the affiliate shall ascertain the cause, compile a record, and report to the chairperson or general manager of this Corporation.

  • D. This Corporation shall assign competent personnel to assume important positions at its affiliated enterprise, such general manager, financial officer, or internal audit officer, in order to assume the duties and responsibilities of management, decisionmaking, and supervision and evaluation.

  • E. This Corporation, in consideration of the type of business, scale of operations, and number of personnel of a subsidiary, shall instruct the subsidiary in the procedures and methods for establishing an internal audit unit and adopting internal control system self-inspection operations.

  • F. In addition to reviewing the audit reports or self-inspection reports submitted by each subsidiary, the internal audit personnel of this Corporation must also carry out audits of the subsidiaries on a scheduled or unscheduled basis. After audit findings and recommendations have been presented, they shall instruct the audited subsidiaries to make any necessary corrections, and shall prepare follow-up reports on a regular basis to ensure that the subsidiaries have taken appropriate corrective measures in a timely manner.

  • G. Subsidiaries of this Corporation shall regularly (e.g., before the 15th day of each month) submit monthly financial statements for the preceding month, including balance sheets, income statements, statements of expenses, statements of cash flow and cash flow forecasts, accounts receivable aging schedules and statements of delinquent accounts receivable, aging inventory analyses, and statements of loans to others and endorsements/guarantees. In the event of irregularities, analysis reports shall also be submitted to allow management and control by this Corporation. Other affiliated enterprises shall also regularly (e.g., before the 15th day of each quarter) submit financial statements for the preceding quarter, including balance sheets and income statements, for analysis and review by this Corporation.

  • H. The above-mentioned regular related reports should be submitted to the parent company's business management department before the 15th of each month, and irregular information should be submitted in accordance with the parent company's requirements.

  • (II) The powers and responsibilities of the Operation and Management Department of the General Administration Office are as follows:

31

  • A. Regularly evaluate and analyze the financial status, operating results and competitiveness indicators of the invested businesses.

  • B. Supervise the preparation and collection of various financial and management reports of invested businesses every month.

  • C. Provide solutions to major issues arising from the reinvested business.

  • D. Review the annual budget of the invested business and assist in supervising the achievement of budget targets.

  • E. Assist the invested enterprises to carry out various educational trainings.

  • F. Evaluate the various needs of the parent company proposed by the invested business unit and propose solutions.

  • G. Send personnel to supervise the operation and management of affiliated enterprises from time to time (inspection, investigation, understanding), and propose business trips reports and recommendations.

  • VII. Disclosure of information about affiliated enterprises and information disclosure

This Corporation, in compliance with the requirements of laws and regulations regarding matters that must be publicly disclosed or filed and the deadlines for so doing, shall make timely arrangements for the provision by each subsidiary of required financial and business information, or to retain CPAs to audit or review the financial reports of each subsidiary. This Corporation shall publicly disclose the consolidated balance sheets, consolidated statements of comprehensive income, and CPA secondary review reports covering affiliated enterprises by the deadlines for the filing of the annual financial reports under applicable laws and regulations. Information on any increase, decrease, or other change in affiliated enterprises shall be filed with the TWSE or TPEx within 2 days of the change. Information on any material transaction between this Corporation and a related party shall be fully disclosed in the annual report, financial statements, the three reporting forms for affiliated enterprises, and prospectuses.

If a related party experiences financial difficulties, this Corporation shall obtain its financial statements and related materials in order to assess the resulting effect on the finances, business, or operations of this Corporation, and when necessary, appropriate conservatory measures shall be adopted to safeguard this Corporation's rights as a creditor. Under the above circumstances, in addition to specifying the resulting effect on this Corporation's financial position in its annual report and prospectus, this Corporation shall also make a timely announcement of material information on the Market Observation Post System (MOPS).

When any of the following circumstances applies to an affiliated enterprise, this Corporation shall make a public disclosure and regulatory filing on its behalf:

  • (I) For a subsidiary whose shares have not been publicly issued domestically, the dollar amount of the subsidiary’s acquisition or disposal of assets, endorsements or guarantees for others, and loans of funds to others meets the criteria for public disclosure and regulatory filing.

  • (II) The parent or the subsidiary undergoes bankruptcy or reorganization proceedings pursuant to applicable laws and regulations.

  • (III) A major policy is adopted by resolution of the affiliated enterprise’s board of directors that has a material effect on the rights and interests of the shareholders or the securities prices of this Corporation.

  • (IV) Any matter regarding a subsidiary or the unlisted (neither TWSE nor TPEx listed)

32

parent of this Corporation constitutes material information required to be announced under the provisions of the Taiwan Stock Exchange Corporation Procedures for Verification and Disclosure of Material Information of Companies with Listed Securities and of the GreTai Securities Market Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities.

If the parent of this Corporation is a foreign company, this Corporation shall make a filing of the following information on its behalf before the opening of trading hours on the first business day following the day on which this Corporation becomes aware of the information or on which there is media reporting of the information:

  • (I) A material change in shareholder equity.

  • (II) A material change in business policy.

  • (III) A material disaster resulting in serious reduction or complete cessation of production.

  • (IV) A material effect on the rights and interests of shareholders or the parent's operations resulting from a change in the laws, regulations, or rules of the parent’s home country.

  • (V) Mass media reporting about the parent sufficient to affect the securities prices of this Corporation.

  • (VI) The occurrence of any other material event that, pursuant to the laws or regulations of the foreign company's home country, must be filed immediately.

  • VIII. These Rules, and any amendments hereto, shall be implemented after adoption by the board of directors.

33

Attachment 5

V. Earnings Distribution Table

Rexon Industrial Corp., Ltd. Earnings Distribution Table 2024

Rexon Industrial Corp., Ltd.
Earnings Distribution Table
2024
Unit: NTD
thousand
Undistributed earnings at beginning of period 1,254,227,475
Plus: Remeasurement of defined benefit plan 16,524,958
Plus: Reversal from Special reserve of equity reduction 33,163,118
Plus: Net profit (loss) in current year 318,832,028
Distributable earnings 1,622,747,579
Distribution:
Minus: Appropriation of legal reserve (33,535,699)
Minus: shareholder dividends-cash (NT$1 per share) (181,473,500)
Undistributed earnings at end of period 1,407,738,380

President:Wang Kuan-Hsiang General Manager:Lo Cheng-Chou Accounting Manager:He Hsiu-Yuan

34

VI. Comparison table for the amendments of the “Articles of Attachment 6 Incorporation”

AmendedProvision Current Provision Description
Article 12: If a shareholders’ meeting is
convened by the Board of Directors, the
meeting shall be chaired by the Chairman.
When the Chairman is on leave or for any
reason unable to exercise the powers of the
Chairman, the vice chairman shall take his
place; if there is no vice chairman or the
vice chairman is on leave or for any reason
unable to exercise the powers one of the
directors shall be appointed by the
Chairman to act as the chair. Where the
Chairman does not make a designation, the
remaining directors shall elect one among
themselves to perform the Chairman’s
duties on his/her behalf.
Article 12: If a shareholders’
meeting is convened by the Board
of Directors, the meeting shall be
chaired by the Chairman. When the
Chairman is on leave or for any
reason unable to exercise the
powers of the Chairman, one of the
directors shall be appointed by the
Chairman to act as the chair. Where
the Chairman does not make a
designation, the remaining directors
shall elect one among themselves to
perform the Chairman’s duties on
his/her behalf.
Vice Chairman is added.
Article 17: The Board consists of directors.
A Chairman shall be elected among Board
members at a Board meeting with more than
two-thirds of directors present, and with the
consent of more than half of all the directors
present at the meeting, if necessary,
directors can elect a vice chairman, and the
chairman shall represent the company
externally. The Board of Directors deal with
all the matters of the Company pursuant to
laws, regulations, Articles of Incorporation
and the resolutions or the Shareholders’
meeting and Board meeting.
Article 17: The Board consists of
directors. A Chairman shall be
elected among Board members at a
Board meeting with more than two-
thirds of directors present, and with
the consent of more than half of all
the directors present at the meeting.
The Board of Directors deal with
all the matters of the Company
pursuant to laws, regulations,
Articles of Incorporation and the
resolutions or the Shareholders’
meeting and Board meeting.
Vice Chairman is added.

35

AmendedProvision Current Provision Description
Article 25: If there is a profit in a fiscal year,
the Company shall allocate at least 5% of
the profit as the remuneration to the
employees and no less than 1% as salary
adjustment or remuneration distribution for
grassroots employees. The amount allocated
as remuneration for basic employees can be
included in the employee remuneration
allocation amount; and no higher than 5% as
the remuneration to the directors. However,
if the Company has accumulated loss, an
amount used to cover the loss shall be set
aside first. The employees to which
remuneration is paid in shares (treasury or
new shares) or cash may include those of
the controlled or affiliated companies who
meet certain criteria.
If there are earnings for a year, the
Company shall first pay taxes and make up
previous losses, followed by setting aside
10% of the earnings as legal reserve;
however, no further provision is needed
when legal reserve has accumulated to the
same amount as the Company’s paid-in
capital. A portion of the earnings shall be set
aside as special reserve if this is required by
the operations of the Company or laws and
regulations. The remaining earnings, if any,
shall be combined with the undistributed
earnings at the beginning of the period, and
the Board of Directors shall draft an
earnings distribution proposal and submit it
to the shareholders’ meeting for approval.
Article 25: If there is a profit in a
fiscal year, the Company shall
allocate at least 5% of the profit as
the remuneration to the employees
and no higher than 5% as the
remuneration to the directors.
However, if the Company has
accumulated loss, an amount used
to cover the loss shall be set aside
first. The employees to which
remuneration is paid in shares
(treasury or new shares) or cash
may include those of the controlled
or affiliated companies who meet
certain criteria.
If there are earnings for a year, the
Company shall first pay taxes and
make up previous losses, followed
by setting aside 10% of the
earnings as legal reserve; however,
no further provision is needed when
legal reserve has accumulated to the
same amount as the Company’s
paid-in capital. A portion of the
earnings shall be set aside as
special reserve if this is required by
the operations of the Company or
laws and regulations. The
remaining earnings, if any, shall be
combined with the undistributed
earnings at the beginning of the
period, and the Board of Directors
shall draft an earnings distribution
proposal and submit it to the
shareholders’meeting for approval.
Article 14, Paragraph 6 of
the
Securities
and
Exchange Act.
Article 29: (Omitted)
The 37th amendment was on May 22, 2024.
Article 29: (Omitted) An amendment date is
added.

36

Appendix 1

Three. Appendix

I. Articles of Incorporation (Before amendment)

Rexon Industrial Corp., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is founded in accordance with the requirements of Company Limited by Shares in the Company Act and named “力山工業股份有限公司” in Chinese and “REXON INDUSTRIAL CORPORATION LTD.” in English. .

Article 2: The Company is engaged in the following businesses:

  1. C305010 Printing, Dyeing, and Finishing

  2. C401030 Tanning and Dressing of Leather; Dressing and Dyeing of Fur

  3. C501060 Manufacture of Wooden Containers

  4. C501990 Manufacture of other products of wood

  5. C801060 Synthetic Rubber Manufacturing

  6. C801100 Synthetic Resin and Plastic Manufacturing

  7. C802200 Coating, Paint, Dye and Pigment Manufacturing

  8. C805010 Manufacture of Plastic Sheets, Pipes and Tubes

  9. C805030 Plastic Daily Necessities Manufacturing

  10. C805050 Industrial Plastic Products Manufacturing

  11. C805060 Plastic Leathers Products Manufacturing

  12. C805070 Reinforced Plastic Products Manufacturing

  13. C805990 Other Plastic Products Manufacturing

  14. C901070 Cutting, Shaping and Finishing of Stone

  15. CA01030 Iron and Steel Casting

  16. CA01090 Aluminum Casting

  17. CA01100 Aluminum Rolling, Drawing and Extruding

  18. CA02010 Manufacture of Metal Structure and Architectural Components

  19. CA02030 Screw, Nut and Rivet Manufacturing

  20. CA02040 Spring Manufacturing

  21. CA02060 Metal Containers Manufacturing

  22. CA02090 Metal Wire Products Manufacturing

  23. CA02990 Other Metal Products Manufacturing

  24. CB01010 Mechanical Equipment Manufacturing

  25. CB01990 Other Machinery Manufacturing

  26. CB01030 Pollution Controlling Equipment Manufacturing

  27. CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery

  28. CC01110 Computer and Peripheral Equipment Manufacturing

  29. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing

  30. CC01040 Lighting Equipment Manufacturing

  31. CD01030 Motor Vehicles and Parts Manufacturing

  32. CD01040 Motorcycles and Parts Manufacturing

  33. CD01050 Bicycles and Parts Manufacturing

  34. CE01010 General Instrument Manufacturing

  35. CE01030 Optical Instruments Manufacturing

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  1. CH01010 Sporting Goods Manufacturing

  2. CI01020 Rug and Felt Manufacturing

  3. CK01010 Footwear Manufacturing

  4. CN01010 Furniture and decoration manufacturing

  5. CP01010 Hand tool manufacturing

  6. CQ01010 Mold and Die Manufacturing

  7. CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified

  8. F106020 Wholesale of Daily Commodities

  9. F113100 Wholesale of Pollution Controlling Equipments

  10. F113060 Wholesale of Measuring Instruments

  11. F213050 Retail Sale of Measuring Instruments

  12. F401010 International Trade

  13. H701040 Specific Area Development

  14. H701060 New Towns, New Community Development

  15. CC01060 Wired Communication Equipment and Apparatus Manufacturing

  16. CC01070 Wireless Communication Mechanical Equipment Manufacturing 52. CC01080Electronics Components Manufacturing

  17. CD01060 Aircraft and Parts Manufacturing

  18. CD01990 Other Transport Equipment and Parts Manufacturing

  19. E603050 Automatic Control Equipment Engineering

  20. F113110 Wholesale of Batteries

  21. F119010 Wholesale of Electronic Materials

  22. I101100 Aviation Consulting

  23. I301010 Software Design Services

  24. I301020 Data Processing Services

  25. JE01010 Rental and Leasing

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

Article 2-1: Where the Board of Directors consents, the Company may invest in other companies to the amount more than 40% of the paid-in capital.

Article 3: The Company sets up the head office in Taichung City and, if necessary, may establish branches domestically and overseas upon resolution of the Board of Directors.

Article 4: The public announcements of the Company are made in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 5: The Company has authorized capital of NT$3.8 billion in 380 million shares. Each share has a par value of NT$10. The Board of Directors is authorized to issue the shares over multiple offerings as deemed necessary to support business activities.

Article 6: The shares of the Company shall be registered and affixed with the signatures or personal seals of the director representing the Company, the shares of the Company may only be issued after being certified by the competent authority or a registration institution approved by the competent authority for the issuance thereof. The Company may be exempted from printing any share certificate for the shares issued, but shall register such issued shares with a centralized securities depositary enterprise.

Article 7: The assignment, transfer, loss, damage, split, or exchange of the Company’s shares or creation of pledge thereof shall be dealt with in accordance with the Company Act as well as related laws and regulations.

Article 8: The transfer of shares shall cease within 60 days prior to the convening date of an

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annual shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders’ Meeting

Article 9: There are annual and special shareholders’ meetings. The annual shareholders’ meeting is held by the Board of Directors within six months after the end of a fiscal year, while the special shareholders’ meeting is held in accordance with applicable laws whenever necessary. Article 9-1: The shareholders’ meeting of the Company may be convened in the form of visual communication network or in other ways promulgated by the central competent authority. Article 10: The date and place of and the reason for the convention shall be communicated to the shareholders thirty days prior to the convention of the annual shareholders’ meeting and fifteen days prior to the convention of the special shareholders’ meeting.

With the consent of the addressee, the meeting notice of the shareholders’ meeting may be delivered in electronic form.

Article 11: Any shareholder who is unable to attend the shareholders’ meeting in person for whatever reasons may appoint a proxy to attend the meeting by executing a power of attorney in accordance with Article 177 of the Company Act.

When a shareholder is unable to attend the shareholders’ meeting in person for whatever reasons, the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” shall apply.

Article 12: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, one of the directors shall be appointed by the Chairman to act as the chair. Where the Chairman does not make a designation, the remaining directors shall elect one among themselves to perform the Chairman’s duties on his/her behalf.

If a shareholders’ meeting is convened by a party with the convening power other than the Board of Directors, the chair shall be determined in accordance with Article 182-1 of the Company Act. Article 13: Except as otherwise specified in laws and regulations, a shareholder of the Company shall be entitled to one vote for each share held.

Article 14: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act or other laws and regulations, be adopted by a majority vote of the shareholders present at the meeting who represent more than one-half of the total number of the issued shares. As specified by the competent authority, the shareholders may exercise their voting rights by electronic means. A shareholder who exercises his/her voting right by electronic means shall be deemed to have attended the shareholders’ meeting in person. The relevant matters shall be handled according to the laws and regulations.

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 shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the meeting minutes shall be subject to the Company Act. The meeting minutes shall be retained in the Company together with the attendance book for the shareholders present at the meeting and the power of attorney of the proxy.

Chapter 4 Director and Audit Committee Article 16: The Company assigns 5 to 9 directors that serve a term of three years. All the directors shall be elected from persons of adequate capacity during shareholders’ meetings, and may be re-elected for consecutive terms. The number of directors shall include no fewer than three independent directors that represent no less than one-fifth of the Board members. The election of the directors is held under the candidates nomination system specified in the

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Company Act. The matters related to the implementation of the system is subject to the Company Act, Securities and Exchange Act and related laws and regulations. After election, the Company may take out liability insurance for the directors upon resolution of the Board of Directors. The Company may pay remuneration to directors for their implementation of the Company’s duties regardless of the operating profit and loss. The Board of Directors is authorized to determine the remuneration for the directors based on their individual involvement in and contribution to the Company’s operations without exceeding the highest grade of the pay scale specified in the remuneration standard. If there are earnings, the Company may distribute it to remuneration pursuant to Article 25 of the Article of Incorporation.

Article 17: The Board consists of directors. A Chairman shall be elected among Board members at a Board meeting with more than two-thirds of directors present, and with the consent of more than half of all the directors present at the meeting. The Board of Directors deal with all the matters of the Company pursuant to laws, regulations, Articles of Incorporation and the resolutions or the Shareholders’ meeting and Board meeting.

Article 18: The Board meeting shall be called by the Chairman. Except as otherwise specified by the Company Act or the Articles of Incorporation, the resolutions of the Board of Directors shall be adopted by a majority of the present directors at a meeting attended by more than half of all the directors. Any director who is unable to be present at the meeting in person for whatever reasons may appoint another director to attend the meeting on his/her behalf by issuing a proxy. The use of the proxy is subject to related laws and regulations.

For convention of a Board meeting, a notice shall be delivered to each director seven days prior to the commencement of the meeting. However, a Board meeting may be convened at any time in case of emergency.

The aforementioned notice for a Board meeting shall contain the reasons for the convention and may be effected in writing or by fax or e-mail.

Article 19: The duties and powers of the Board of Directors are as follows:

  • (1) Planning of business plans.

  • (2) Determination of earnings distribution

  • (3) Resolution of increase/decrease of capital.

  • (4) Review and approval of important regulations, rules and contracts.

  • (5) Appointment and dismissal of top managerial officers of the Company.

  • (6) Employment of advisors for the Company.

  • (7) Establishment and dissolution of branches.

  • (8) Review and approval of budges and final accounts.

  • (9) Review and approval of trading of properties and investment in other businesses.

  • (10) Decision on other significant matters.

Article 20: The Company’s Board of Directors may set up other functional committees in accordance with laws.

Article 21: Discussions at a Board meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the directors present at the meeting, and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be retained in the Company together with the attendance book for the shareholders present at the meeting and the power of attorney of the proxy.

Article 22: The Company has the Audit Committee set up in accordance with Article 14-4 of the Securities and Exchange Act. The Committee is comprised of all the independent directors and one of them acts as the convener. At least one of the Committee members shall be specialized in accounting or finance. The Audit Committee and its members exercise the power of supervision pursuant to the Company Act, Securities and Exchange Act and other laws and regulations. Article 23: The Company may appoint manager officers. Their appointment, dismissal and remuneration shall be handled in accordance with the requirements of Article 29 of the Company

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Act.

Chapter 5 Accounting Article 24: Upon close of each fiscal year, the Board of Directors shall prepare following documents and submit them to the annual shareholders’ meeting for ratification pursuant to statutory procedures:

(1) Business report.

  • (2) Financial statements.

  • (3) Earnings distribution or loss make-up proposal.

Article 25: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares (treasury or new shares) or cash may include those of the controlled or affiliated companies who meet certain criteria. If there are earnings for a year, the Company shall first pay taxes and make up previous losses, followed by setting aside 10% of the earnings as legal reserve; however, no further provision is needed when legal reserve has accumulated to the same amount as the Company’s paid-in capital. A portion of the earnings shall be set aside as special reserve if this is required by the operations of the Company or laws and regulations. The remaining earnings, if any, shall be combined with the undistributed earnings at the beginning of the period, and the Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval.

Where all or part of the distributable dividends and bonuses are distributed in cash, the Board of Directors is authorized to adopt the distribution with more than two-thirds of the directors present at the meeting and with the consent of more than half of all attending directors, and report the distribution to the shareholders’ meeting.

Article 25-1: The Company’s dividend policy is adopted in consideration of the current and future development plans, investment environment, funding requirements and domestic and international competition status as well as the interests of the shareholders. The amount of dividends and bonuses allocated to shareholders shall not be less than 20% of the distributable earnings in a given year. Dividends and bonuses may be paid in shares or cash, and cash dividends shall not fall below 20% of total dividends allocated to shareholders.

Article 25-2: If the Company distributes the legal reserve (limited to the portion of the legal reserve which exceeds 25 percent of the paid-in capital may be distributed) and all or part of the capital reserve subject to the Company Act in cash, the Board of Directors is authorized to determine the distribution by a majority of the Directors at a meeting attended by two-thirds or more of the total number of Directors, and then report it to the shareholders’ meeting. Chapter 6 Supplemental Provisions Article 26: The organizational regulations of the Company and their enforcement rules shall be prescribed by the Board of Directors separately. Article 27: The Company may provide guarantees to external parties if required by business. Article 28: Any matters not specified in these Articles of Incorporation shall be governed by the Company Act and other laws and regulations.

Article 29: The Articles of Incorporation was established on April 13, 1973. They were submitted to the competent authority and brought into force after being approved thereby and registered. The 1st amendment was on December 26, 1975. The 2nd amendment was on November 6, 1976. The 3rd amendment was on May 18, 1978. The 4th amendment was on May 20, 1980. The 5th amendment was on January 15, 1982.

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  • The 6th amendment was on March 10, 1982. The 7th amendment was on December 10, 1983. The 8th amendment was on January 16, 1984. The 9th amendment was on April 30, 1984. The 10th amendment was on July 5, 1985. The 11th amendment was on September 1, 1987. The 12th amendment was on August 1, 1989. The 13th amendment was on October 4, 1989. The 14th amendment was on May 25, 1990. The 15th amendment was on April 18, 1991. The 16th amendment was on January 10, 1992. The 17th amendment was on March 25, 1992. The 18th amendment was on March 27, 1993. The 19th amendment was on April 19, 1994. The 20th amendment was on June 9, 1995. The 21st amendment was on May 30, 1996. The 22nd amendment was on June 11, 1997. The 23rd amendment was on June 5, 1998. The 24th amendment was on June 9, 1999. The 25th amendment was on June 21, 2000. The 26th amendment was on June 26, 2002. The 27th amendment was on May 20, 2005. The 28th amendment was on June 14, 2006. The 29th amendment was on June 13, 2007. The 30th amendment was on June 19, 2008. The 31st amendment was on June 29, 2010. The 32nd amendment was on June 19, 2012. The 33rd amendment was on May 31, 2016. The 34th amendment was on June 18, 2020. The 35th amendment was on May 30, 2023. The 36th amendment was on May 30, 2024.

Rexon Industrial Corp., Ltd. Chairman: Wang Kuan-Hsiang

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II. Rules of Procedure for Shareholders’ Meeting

Rexon Industrial Corp., Ltd. Rules of Procedure for Shareholders’ Meeting

Appendix 2

  • I. Except as otherwise provided by law, the Company’s shareholders’ meetings are held in accordance with these Rules.

  • II. The Company shall furnish the attending shareholders with an attendance book to sign, or the attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares represented by the shareholders present at the meeting shall be calculated based on the attendance book or the submitted sign-in cards.

  • III. The attendance and voting at a shareholders’ meeting shall be calculated based on the number of shares.

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

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

  • VI. The Company may appoint its attorneys, certified public accountants, or other related persons retained by it to attend a shareholders’ meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

  • VII. The Company shall record with an audio or video tape the whole proceedings of the shareholders’ meeting, and said video or audio tape shall be kept for at least one year.

  • VIII. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of the issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. If the attending shareholders represent a majority of the total number of issued shares before the end of the meeting, the chair may resubmit the tentative resolution for a vote at the shareholders’ meeting pursuant to Article 174 of the Company Act.

  • IX. If a shareholders’ meeting is convened by the Chairman of the Board of Directors, the meeting agenda shall be set by the Board of Directors and 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 but other than the Board of Directors. The chair may not declare the meeting adjourned before the completion of deliberation on the meeting agenda (including extraordinary motions) as set forth in the preceding two paragraphs, except by a resolution of the shareholders’ meeting. After the meeting is adjourned, no shareholders shall elect a chair and continue the meeting at the same or a different place. However, in case the chair declares the meeting

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adjourned in violation of the Rules of Procedure, the shareholders present at the meeting may elect a chair with a majority of the voting rights and proceed with the meeting continuously.

  • X. Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her/their shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail. When an attending shareholder is speaking, the other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder who has the floor. Any unrestrained action shall be discouraged by the chair.

  • XI. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If a shareholder speaks in contravention of the requirements in the previous sentence or beyond the scope of the subject, the chair may terminate his/her speech.

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

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

  • XIV. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

  • XV. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be reported on the spot and recorded in the meeting minutes.

  • XVI. When a meeting is in progress, the chair may announce a break in consideration of the schedule.

  • XVII. Except as otherwise provided in the Company Act and in the Articles of Incorporation, the approval of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. The chair may ask for objections during the voting. A proposal shall be deemed adopted if there are no objections and the adoption shall have the same effect as voting.

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

  • XIX. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When the proctors (or the security personnel) help maintain order at the meeting place, they shall wear armbands bearing the word “Proctor.”

  • XX. 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.

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III. Shareholding of Directors

Rexon Industrial Corp., Ltd. Shareholding of Directors

Appendix 3

Base date: March 24, 2025 Base date: March 24, 2025 Base date: March 24, 2025 Base date: March 24, 2025 Base date: March 24, 2025 Base date: March 24, 2025 Base date: March 24, 2025
Title Name Dated
Elected
Shareholding up election Current Shareholding Remarks
Type Number of
shares
% In
shares
issued
then
Type Number of
shares
% In
shares
issued
then
President Wang Kuan-
Hsiang
2023.05.30 Ordinary
share

3,750,178

2.07%
Ordinary
share

1,986,178

1.09%
Director Kun Forever
Co.,
Ltd./Rep.:
Wang Kuan-
Chuan
2023.05.30 Ordinary
share

20,196,000

11.13%
Ordinary
share

26,369,472

14.53%
Director Huang
Ching-Hsiang
2023.05.30 Ordinary
share

852,094

0.47%
Ordinary
share

800,094

0.44%
Director Chen Chun-
Wei
2023.05.30 Ordinary
share

592,350

0.33%
Ordinary
share

592,350

0.33%
Director Kuo Pu-Chao 2023.05.30 Ordinary
share

10,000

0.01%
Ordinary
share

107,000

0.06%
Director Yang Ching-
Chi
2023.05.30 Ordinary
share

0

0.00%
Ordinary
share

0

0.00%
Independent
director

Lee Cherng
2023.05.30 Ordinary
share

0

0.00%
Ordinary
share

0

0.00%
Independent
director

Wu Chwan-
Chyuan
2023.05.30 Ordinary
share

0

0.00%
Ordinary
share

0

0.00%
Independent
director

Chen Li-
Tsung
2023.05.30 Ordinary
share

0

0.00%
Ordinary
share

0

0.00%
Total 25,400,622 29,855,094

Total number of shares issued as of May 30, 2023: 181,473,500 shares

Total number of shares issued as of March 24, 2025: 181,473,500 shares

Note:

All the directors of the Company shall hold 10,888,410 shares as required by law. They held 29,855,094 shares up to March 24, 2025.

The Company has set up the Audit Committee and, thus, the shareholding of the supervisors required by law is not applicable.

◎Shares held by the Independent directors are not included in the number of shares held by directors.

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