ROO HSING - AGM Information 2025 | FinancialReports.eu

Code: 4414

Roo Hsing Co., Ltd.

2025 Annual Meeting of Shareholders Meeting Agenda

(English Translated Version)

June 27, 2025 Primasia Conference & Business Center

Physical Shareholders Meeting

(15F, No.99, Fuxing North Road, Taipei 105, Taiwan)

Table of Contents
I. Meeting Agenda	2
II. Report Items	3
III. Acknowledgements	4
IV. Proposed Resolutions	5
V. Director Election	16
VI. Other Discussion Items	16
VII. Extemporary Motions	17
VIII. Adjournment	17
IX. Attachments
1. 2024 Business Report	18
2. 2024 Audit Committee’s Review Report	23
3. The Utilization of Funds and Project Execution Progress of 2024 Private Placement Common Shares	24
4. Report on the Implementation Status of the Business Stabilization Plan	29
5. Independent Auditors’ Report and the Financial Statements	31
6. 2024 Statement of Deficit Compensation	60
7. Comparison Table for Article of Incorporation Before and After Amendments	61
8. Nomination List of Director Candidates (including independent director candidates)	68
9. Proposal for Release the Prohibition from Participation in Competitive Business	72
X. Appendices
1. Rules & Procedures of Meeting of Shareholders	73
2. Articles of Incorporation	90
3. Rules for Election of Directors	98
4. Shareholdings of All Directors	102
XI. Other Matters	103

Roo Hsing Co., Ltd

2025 Annual Meeting of Shareholders Meeting Agenda (Translation)

1. Time: 09:00 am, June 27, 2025 (Friday)

2. Place: Primasia Conference & Business Center

  - (15F, No.99, Fuxing North Road, Taipei 105, Taiwan)

3. Call Meeting to Order

4. Chairman’s Remarks

5. Report Items

(1) 2024 Business Report
(2) 2024 Audit Committee’s Review Report
(3) Report on Issuance of 2024 Private Placement
(4) Report on Execution of Corrective Plan on Exceeding the Maximum Amount Limit of Endorsement and Guarantees by subsidiaries
(5) Report on the Implementation Status of the Business Stabilization Plan

6. Acknowledgements

(1) To Accept 2024 Business Report and Financial Statements
(2) To Approve the Proposal for 2024 Deficit Compensation

7. Proposed Resolutions

(1) To Amend the Article of Incorporation
(2) To Approve the Private Placement of Common Shares and or Domestic Unsecured Convertible Bonds

8. Director Election

(1) To Elect all seats of Directors and Independent Directors

9. Other Discussion Items

(1) To Release Directors from Non-Competition Restriction

10. Extemporary Motions

11. Meeting Adjourned

Report Items

(1) 2024 Business Report

Explanatory Notes:

Please refer to Attachment 1 (page 18).

(2) 2024 Audit Committee’s Review Report

Explanatory Notes:

The Audit Committee has reviewed the 2024 Business Report, Deficit Compensation Proposal and 2024 Consolidated and Standalone Financial Statements which was audited by independent auditors Ms. Chen, Kuang-Hui and Mr. Kuo, Chen-Yu from ShineWing Taiwan CPAs.
Please refer to Attachment 2 (page 23).

(3) Report on Issuance of 2024 Private Placement

2024 shareholders meeting approved a private placement, includes the issuance of no more than 415,000,000 common shares or convertible bonds with a total amount of up to NT$1,759,600 thousand, either by choosing one option or by combining both methods.
Please refer to Attachment 3 for the utilization of funds from the private placement of comment shares. (page 24).
Any portion not executed by the expiration date will be cancelled.

(4) Report on Execution of the Corrective Plan on Exceeding the Maximum Amount Limit of Endorsement and Guarantees by subsidiaries

Explanatory Notes:

The corrective plan was conducted in accordance with the letter no.1100359590 on Oct 8, 2021 and no.11203470581 on Jul 5, 2023 issued by the Financial Supervisory Commission R.O.C (Taiwan).
Changzhou Tooku Garments Co., Ltd. provided endorsement and guarantee to Nanjing Xingao Trading Co., Ltd. and Changzhou Guangzhou Manchuria Trading Co., Ltd. in amounts exceeding the approved limits.
GDM Enterprise Co., Ltd., a subsidiary of the Company, has provided loans to SL Garment Processing (Cambodia) Ltd. in amounts exceeding the approved limits. The Company will continue to monitor the

outstanding balance between the subsidiary and SL Garment.

(5) Report on the Implementation Status of the Business Stabilization Plan Explanatory Notes:

The Company’s proposal for capital reduction to offset losses was approved at the Shareholders' Meeting on June 27, 2024. The case was declared effective by the Taiwan Stock Exchange Corporation via Letter no.1141800684 dated February 24, 2025, and the amendment registration was approved by the Ministry of Economic Affairs via Letter No. 11430049440 dated May 1, 2025.
Regarding the Company's capital reduction to offset losses, in accordance with the Taiwan Stock Exchange Corporation’s Letter No. 1141800684 dated February 24, 2025, the implementation status of the business stabilization plan shall be submitted to the Shareholders' Meeting for reporting.
For the report on the implementation status of the stabilization plan, please refer to Attachment 4 (page 29)

Acknowledgements

(1) To Accept 2024 Business Report and Financial Statements

Explanatory Notes:

Roo Hsing Co., Ltd. 2024 Financial Statements have been approved by the Board on March 24, 2025 and reviewed by the Audit Committee. The financial statements were audited by independent auditors Ms. Chen, Kuang-Hui and Mr. Kuo, Chen-Yu of ShineWing Taiwan CPAs.
Please refer to Attachment 1 and 5 (page 18 & page 31) for 2024 Business Report, Independent Auditors’ Report and Financial Statements.

(2) To Approve the Proposal for 2024 Deficit Compensation

Explanatory Notes:

The record date for the capital reduction to offset accumulated losses (as of December 31, 2023), as approved at the 2024 Annual General Shareholders’ Meeting, is March 31, 2025. The Company’s 2024 balance for accumulated deficit was still negative therefore

shareholders dividends, employees and directors remuneration will not be distributed.

Please refer to Attachment 6 (page 60) for the Statement of Deficit Compensation.

Proposed Resolutions

(1) To Amend the Articles of Incorporation

In accordance with Financial Supervisory Commission Order no.1130385442 and the Company’s operational practices. The Comparison Table for the Articles of Incorporation Before and After Amendments is attached hereto as Attachment 7 (page 61)

(2) To Approve the Private Placement of Common Shares and or Domestic Unsecured Convertible Bonds

The Company proposed to issue common shares or/and domestic unsecured convertible bonds through private placement in accordance with Article 43-6 of the Securities and Exchange Act at an appropriate time, in order to replenish working capital, repay bank loans or other capital requirements in response to the Company's future development, to ensure the Company's sustainable development and strengthen its competitiveness, proposed to the shareholders' meeting to authorize the Board of Directors selected one or a combination of up to 79,500,000 shares, depending on the market conditions and the Company's capital requirements
The principles for authorizing the Board of Directors to conduct private placement of common shares or/and domestic unsecured convertible bonds
(I). The principles of private placement of common shares to be proposed to the shareholders' meeting to authorize the board of directors:
Total monetary amount of private placement: Calculated based on the final private placement price.
Par value per share: NT$10.
Number of shares in private placement: 79,500,000 shares as the maximum number of shares issued.
The basis and reasonableness of the private placement pricing:

(1) The price of the Company's private placement of common shares was set at no lower than the simple average closing price of the common shares of the Company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction or the simple average closing price of the common shares of the Company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The price was determined by the higher of the two calculations
(2) Percentage of private placement pricing: The price per share of the private placement shall not be lower than 80% of the reference price.
(3) The issuance conditions for the private placement were set because the Securities and Exchange Act imposes a three-year transfer restriction on the private placement of marketable securities and strictly regulates the qualifications of the placees. The price of the private placement was determined in accordance with the relevant regulations of the competent authorities and with reference to the Company's operating performance, most recent net worth and recent stock price, etc., and was determined to be reasonable.
(4) In accordance with the preceding pricing principles, if the actual price of a future offering may be lower than the par value because the price in the centralized securities exchange market does not exceed the par value or is close to the par value, the pricing is determined in accordance with the relevant laws and regulations and should be reasonable. If such a situation occurs, the effect on shareholders' equity will be the cumulative loss arising from the difference between the actual price of the private placement and the face value. If the cumulative loss of the Company increases and affects shareholders' equity, the Company will, depending on its future operations and market conditions, cover the loss by a capital reduction or, in the future, cover the loss from earnings or capital reserves.
The method for selecting the specific persons: The specific persons for the private placement of common shares are in compliance with Article 43-6 of the Securities and Exchange Act and related regulations, and currently there are no placees already selected, and the principles for the selection of placees are:
(1) The method and objectives of selecting the placees: In this private placement, the objective of introducing investors is to consider the management and financial resources required to assist the

Company's operations and to help the Company enhance its competitive advantages.

(2) The necessity and anticipated benefits: Considering that the transfer restriction of private placement securities can ensure the long-term relationship between the Company and the investors, it should have its own necessity. The use of the private placement funds is in response to the Company's operational development requirements, which will strengthen its competitiveness and enhance its efficiency, and will positively contribute to the Company's operation and shareholders' equity.
(3) If the placees are related parties or insiders, the method and objective of selecting them is to consider their potential willingness to apply, the timing of the issuance process and the time efficiency of the fund raising to ensure that the private placement is completed within the actual schedule.

The list of placees is as follows:

Name of Placees	Relationship
Chi, Chung-Ming	Chairman
James Ian Harrison	Manager
Hsu, Yi-Jui	Manager
Kung, Hsuan-Yao	Manager
HNY Investment Co., Ltd	Institution Director
National Development Fund, Executive Yuan	Institution Director
JDU Opportunities Limited	Institution Director
Yeh, Shu-Fang	Juristic-person Director
Ma, Jun-Ming	Juristic-person Director
Nakashima, Kenj	Juristic-person Director
LI, Kun Fang	Juristic-person Director
Ku, Chi-Tung	Independent Director
Yang, Peir-Jye	Independent Director
Hung, Pei-Chun	Independent Director
Sun, Yang	Director of Subsidiaries
Chen, Hsin-Hung	Director of Subsidiaries
SEE SOOK SIAN	Director of Subsidiaries
Borja	Director of Subsidiaries
DAW HNIN WAI	Director of Subsidiaries
Rigobert Protas Massawe	Director of Subsidiaries
FUKUYAMA TAKANOBU	Director of Subsidiaries
Chou,Chung-Hsien	Director Candidate(note1)
TiffanyFei Xie	Director Candidate(note1)
Lin,Jin-Rong	Director Candidate(note1)

Note: The list of subscribers shall be based on the directors elected at the 2025 Annual Shareholders' Meeting.

In case of corporate placees, the following should be specified:

Top Ten Shareholders of HNY Investment Co., Ltd

Name	Shareholding	Relationship
Chi,Chung-Ming	99.95%	President
Chi,Chung-Nan	0.05%	Siblingof Chi-Chung-Ming

Top Ten Shareholders of JDU Opportunities Limited

Name	Shareholding	Relationship
JDU Investment Corporation	100%	None

The reasons for the necessity for conducting the private placement:
(1) The reason for not using a public offering: For the purpose of replenishing working capital, repaying bank loans and responding to the long-term development requirements of the Company, and considering that private placement is quick and efficient and can easily meet the requirements of the Company, the Company proposed to issue securities by means of a private placement instead of a public offering. The proposed private placement is expected to strengthen the Company's competitiveness and enhance operational efficiency, and will also positively contribute to the shareholders' equity.
(2) The use of the funds raised by the private placement, and the anticipated benefits: The private placement is expected to be completed in three tranches within one year from the date of the resolution of the shareholders' meeting. The funds are expected to be used for the purpose of replenishing the Company's working capital, repaying bank loans or other capital requirements for the Company's future development, which is expected to improve the Company's financial structure, contribute to the stable growth of the Company's operations and positively contribute to the shareholders' equity. The uses of the funds and the anticipated benefits are as follows:

Item	Number of Private Placement Shares	Use of the funds raised	Anticipated benefits
1st	26,500,000 shares	Strengthening working capital, reinvestment, debt repayment, improving the financial structure, and/or meeting other funding needs arising from the Company’s long-	Improve the Company's financial structure, contribute to the stable growth of the Company's operations, positively contribute to the shareholders' equity,strengthen
2nd	26,500,000 shares
3rd	26,500,000 shares

Item	Number of Private Placement Shares	Use of the funds raised	Anticipated benefits
		term development.	the Company's competitiveness, and enhance operational efficiency.
For the 1st, 2nd and 3rd planned private placements mentioned above, all or part of the previously unissued shares and/or the estimated number of shares to be issued may be issued at the time of each of the actual placements, however, the total number of shares to be issued shall not exceed 79,500,000 shares.

Rights and obligations of the Private Placement of Common Shares: Same as the issued common shares of the Company, except that, in accordance with Article 43-8 of the Securities and Exchange Act, the private placement of common shares shall be freely transferable until three years after the date of delivery, except under specified conditions, and upon the expiration of three years from the date of delivery of the private placement of common shares, the Company shall report a supplemental public offering and listing for trading in accordance with the relevant laws and regulations.
The terms of issuance, planned items and other unsettled matters of this private placement plan, if any amendment is made by future laws and regulations or instructions from competent authorities, or if changes are required based on operational evaluation or objective circumstances, it is proposed that the shareholders' meeting to authorize the board of directors to exercise its full authority to handle such matters.
In addition to the scope of the authorization described above, it is proposed that the shareholders' meeting to authorize the Board of Directors or its designee to sign and negotiate all deeds and documents related to the private placement of common shares on behalf of the Company and to conduct all matters necessary related to the private placement of common shares for the Company.

(II). The principles for proposed shareholder's meeting to authorize the board of directors to conduct private placement of domestic unsecured convertible bonds:
The Company proposed to raise capital through a private placement of domestic unsecured convertible bonds in response to the capital requirements for future development, and after evaluating the capital market conditions, the efficiency and timeliness of raising capital, the main conditions of the issuance are as follows:
(1) Type of private placement: Unsecured convertible bonds.
(2) Total amount of issuance: The total amount of issuance is limited to. NT$1,001,700 thousand.
(3) Par value of each bond: NT$100,000.
(4) Coupon rate: Authorized to be set by the board of directors depending on market conditions.
(5) Issuance period: From three to five years tentatively.
(6) Guarantee type, name, amount and agreement: None.
(7) Corporate bonds trustee: Undetermined.
(8) Agent for repayment of principal and payment of interest: Undetermined.
(9) Conversion base date: Undetermined.
(10) Other issuance terms and conditions: The actual pricing date, issuance, repurchase, redemption and actual conversion price and other issuance terms and conditions are proposed to the shareholders' meeting to authorize the board of directors to set the terms and conditions in accordance with the law and within not less than the percentage of the resolution of the shareholders' meeting, depending on the selection of specific persons and market conditions.
In accordance with "Article 43-6 of the Securities and Exchange Act" and "Directions for Public Companies Conducting Private Placements of Securities", the following matters are specified for private placements:
(1) The basis and reasonableness of the private placement pricing ：
1. The issuance price of the private placement of domestic unsecured convertible bonds is set at no lower than 80% of the theoretical price. The theoretical price will be determined by a pricing model that includes and takes into account the rights and obligations included in the conditions of issuance. The

conversion price is based on the simple average closing price of the common shares of the Company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction or the simple average closing price of the common shares of the Company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The price is determined by the higher of the two calculations.

The actual issuance price was proposed to be determined by the board of directors with the authorization of the shareholders' meeting within no lower than the percentage resolved at the shareholders' meeting, depending on the prevailing market conditions on the pricing date.
The price of the private placement of domestic unsecured convertible bonds was determined in accordance with the regulations promulgated by the competent authorities, taking into account the three-year transfer restriction on private placement of marketable securities under the Securities and Exchange Act, the Company's operating performance, future outlook, market price of the common stock and market practice, and the determination of the preceding price was in compliance with the "Directions for Public Companies Conducting Private Placements of Securities" and shall not be materially damaging to shareholders' equity, and should be reasonable.
If, in the future, due to changes in the securities market, as a result of which the conversion price per share is lower than the par value of the shares, because the pricing based on the laws and regulations and reflected in the market price, the price should be necessary and reasonable for the smooth raising of capital and the long-term stable growth of the Company. If the conversion price is lower than the par value, resulting in an increase in accumulated losses that affects shareholders' equity, the Company will, depending on its operations and market conditions, submit a resolution to the board of

directors for a capital reduction, earnings, capital reserves or other legal means to cover the losses.

(2) The method for selecting the specific persons:

The private placement of domestic unsecured convertible bonds is limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act and Reference No. 0910003455 issued by the Financial Supervisory Commission, Executive Yuan on June 13, 2002. At present, there is no specific placees selected, and the selection of placees is based on the following conditions

Method and objectives of selecting the placees: The selection of investors for this private placement is based on the consideration of the management and financial resources required to assist the Company's operations and to help the Company enhance its competitive advantage.
Necessity and anticipated benefits: Considering that the transfer restriction of private placement securities can ensure the long-term relationship between the Company and the investors, it should have its own necessity. The use of funds of the private placement is necessary for the Company's operation and development, which will strengthen its competitiveness and enhance its efficiency, and will positively contribute to the Company's operation and shareholders' equity.
If the placees are related parties or insiders, the method and objective of selecting them is to consider their potential willingness to apply, the timing of the issuance process and the time efficiency of the fund raising to ensure that the private placement is completed within the actual schedule.

The list of placees is as follows:

Name of Placees	Relationship
Chi, Chung-Ming	Chairman
James Ian Harrison	Manager
Hsu, Yi-Jui	Manager
Kung, Hsuan-Yao	Manager
HNY Investment Co., Ltd	Institution Director
National Development Fund, Executive Yuan	Institution Director
JDU Opportunities Limited	Institution Director
Yeh, Shu-Fang	Juristic-person Director
Ma, Jun-Ming	Juristic-person Director
Nakashima, Kenj	Juristic-person Director
LI, Kun-Fang	Juristic-person Director
Ku, Chi-Tung	Independent Director
Yang, Peir-Jye	Independent Director
Hung, Pei-Chun	Independent Director
Sun, Yang	Director of Subsidiaries
Chen, Hsin-Hung	Director of Subsidiaries
SEE SOOK SIAN	Director of Subsidiaries
Borja	Director of Subsidiaries
DAW HNIN WAI	Director of Subsidiaries
Rigobert Protas Massawe	Director of Subsidiaries
FUKUYAMA TAKANOBU	Director of Subsidiaries
Chou,Chung-Hsien	Director Candidate(note1)
TiffanyFei Xie	Director Candidate(note1)
Lin,Jin-Rong	Director Candidate(note1)

Note: The list of subscribers shall be based on the directors elected at the 2025 Annual Shareholders' Meeting.

In case of corporate placees, the following should be specified:

Top Ten Shareholders of HNY Investment Co., Ltd

Name	Shareholding	Shareholding	Relationship	Relationship
Chi,Chung-Ming	99.95%		President
Chi,Chung-Nan	0.05%		Siblingof Chi-Chung-Ming
Top Ten	Shareholders of JDU Opportunities Limited
Name		Shareholding		Relationship
JDU Investment Corporation		100%		None

(3) The necessity, amounts, use of funds and anticipated benefits of conducting a private placement:
The reason for not using a public offering: Considering the current capital market conditions, the timeliness and feasibility of raising capital in order to obtain the required capital within the shortest possible time, the Company proposed to conduct the capital increase by private placement instead of public offering.

The use of the funds raised and the anticipated benefits: The private placement is expected to be completed in three tranches within one year from the date of the resolution of the shareholders' meeting. The funds are expected to be used for the purpose of replenishing the Company's working capital, repaying bank loans or other capital requirements for the Company's future development, which is expected to improve the Company's financial structure, contribute to the stable growth of the Company's operations and positively contribute to the shareholders' equity. The uses of the funds and the anticipated benefits are as follows:

Item	Amount of Private Placement	Use of the funds raised	Anticipated benefits
1st	333,900 thousand	Strengthening working capital, reinvestment, debt repayment, improving the financial structure, and/or meeting other funding needs arising from the Company’s long- term development.	Improve the Company's financial structure, contribute to the stable growth of the Company's operations, positively contribute to the shareholders' equity, strengthen the Company's competitiveness, and enhance operational efficiency.
2nd	333,900 thousand
3rd	333,900 thousand
For the 1st, 2nd and 3rd planned private placements mentioned above, all or part of the previously unissued shares and/or the estimated number of shares to be issued may be issued at the time of each of the actual placements, however, the total issuance amount shall not exceed NT$1,001,700 thousand.

(4) This private placement of domestic unsecured convertible bonds and the common shares subsequently converted or distributed or subscribed by the Company shall not be freely transferable within three years from the date of issuance, except under certain circumstances as provided by law, in accordance with Article 43-8 of the Securities and Exchange Act. The Company

plans to apply to the competent authorities for a supplemental public offering and listing of the private placement of marketable securities in accordance with the relevant laws and regulations after three years from the date of issuance of such securities.

The main contents of the private placement of domestic unsecured convertible bonds, including the actual issuance terms, issuance conditions, issuance amount, conversion price, capital utilization plan, scheduled progress, anticipated benefits and other matters not yet completed, are proposed for the shareholders' meeting to authorize the board of directors to adjust, determine and conduct within the scope of market conditions as authorized by the shareholders' meeting. In the event of future amendments by the competent authorities or adjustments based on operational evaluations or changes in objective circumstances, it is proposed that the shareholders' meeting to authorize the board of directors to handle such matters in accordance with the prevailing market conditions and legal requirements.
In order to facilitate the issuance of the private placement of domestic unsecured convertible bonds, it is proposed to the shareholders' meeting to authorize the Board of Directors to approve and sign all deeds and documents relating to the private placement of domestic unsecured convertible bonds on behalf of the Company and to conduct all necessary matters for the Company related to the issuance of the private placement of domestic unsecured convertible bonds.

Director Election

(1) To Elect all seats of Directors and Independent Directors

The term of the current BOD will expire on September 28, 2025. A full re-election of directors is proposed to be held in advance at the 2025 Annual General Shareholders’ Meeting.
A total of nine directors (including three independent directors) will be elected. The term of the newly elected directors will begin on the date of their election at the shareholders’ meeting and will expire on June 26, 2028, for a three-year term. The current directors will be relieved from their positions upon the election of the new directors (including independent directors) at the shareholders’ meeting.
The list of director candidates (including independent directors) nominated by the Board has been reviewed and approved at the 24th meeting of the 17[th] BOD held on May 12, 2025. Please refer to Attachment 8 (page 68).
This election will be conducted in accordance with the Company’s “Rules for Election of Directors.” For details, please refer to Appendix 3 (page 98)

Other Discussion Items

(1) To Release Directors from Non-Competition Restriction

According to Article 209 of the Company Act “Directors shall explain the important content of their actions for themselves or others within the business scope of the Company to the shareholders meeting and obtain their permissions.”
To leverage the professional expertise and relevant experience of the Company’s directors, it is proposed, in accordance with the law, that the shareholders’ meeting approve the release of non-competition restrictions for the newly elected directors and their representatives.
The proposed release from non-competition restrictions for the newly elected directors and their representatives. Please refer to Attachment 9 (page 72) for the Director list.

Extemporary Motions

Meeting Adjourned

Attachment 1: 2024 Business Report

Roo Hsing Co., Ltd. 2024 Business Report

Dear Shareholders:

Firstly, we would like to express our gratitude for your valuable time spent reviewing the business report of Roo Hsing Co., Ltd. (hereafter” Roo Hsing” or the “Company”) for the fiscal year 2024.

Roo Hsing, a major player in the denim jeans industry with a leading global position, has encountered significant challenges in recent years. In 2024, the apparel sector gradually emerged from the downturn experienced the previous year. Although regional conflicts and climate-related factors led to higher transportation costs, the Company was able to mitigate the impact through global capacity allocation and efficient shipment scheduling. As a result, revenue increased by 10.15% compared to 2023. Moreover, continued production optimization contributed to a sustained improvement in gross profit margin over the previous year.

Looking ahead to 2025, the management team will remain focused on cost reduction, strengthening competitiveness, optimizing the global production footprint, and deepening cooperation with existing brand clients. The Company also aims to develop new business cooperation models to enhance customer loyalty. Despite the ongoing uncertainty surrounding U.S. tariff policies—the largest apparel market—Roo Hsing expects to maintain stable growth supported by its flexible global capacity deployment. In line with the positive performance in 2024, the Company is actively engaging with financial institutions to seek financing opportunities, aiming to reduce financial costs, strengthen working capital, and generate greater returns for shareholders.

As of December 31, 2024, the Company's accumulated losses decreased to NT$7,301,230 thousand due to the profit achieved during the year. However, the accumulated losses still exceeded half of the Company’s paid-in capital. Nevertheless, the capital reduction to offset losses approved by shareholders in 2024 was declared effective by the competent authority in February 2025. The subsequent capital reduction process will be carried out in accordance with regulations, which is expected to effectively eliminate accumulated losses and enhance the Company’s net asset value per share.

The financial performance for the Company's 2024 along with the business plan for 2024:

I. Operating Results for 2024
(1) Implementation Results of Operating Plans

In 2024, the Company recorded a consolidated revenue of NT$14,889,120 thousand, marking a decrease of approximately 10.15% from the NT$13,517,416 thousand consolidated revenue in the preceding year. The main reason was the recovery of the apparel market in 2024, which led to an increase in revenue. In addition, effective cost control resulted in a higher gross profit margin. As a result, operating gross profit increased from NT$2,218,322 thousand in 2023 to NT$2,498,279 thousand in 2024, marking a robust increase of 12.62%. Consequently, the after-tax net loss for 2024 was NT$98,962 thousand, representing a significant improvement compared to the net loss of NT$557,653 thousand in 2023.

(2) Budget Execution Status

For 2024, the Company did not publicly disclose any financial forecasts, therefore there is no information available regarding budget accomplishment.

(3) Financial Income and Expenditure Analysis and Profitability

	Analysis	2024
Financial Structure (%)	Debts Ratio	67.58%
	Long-term Capital to Fixed Assets	205.49%
Solvency (%)	Current Ratio	93.65%
	Quick Ratio	53.19%
	Interest Guarantee(times)	145.56%
Return on Investment Analysis	Return on Total Assets	2.66%
	Return on Shareholders’ Equity	2.32%
	Per-tax Income to Paid-in Capital	1.40%
	Net Income to Sales	0.66%
	Earnings per Share(NT$)	0.08

II. Summary of the 2024 Business Plan
(1) Business Strategy

To align with our clients’ environmental sustainability commitments and to meet consumer demands, the Company continues to pursue industry integration and strengthen its global competitiveness, with the aim of maximizing shareholder value. The Company’s primary business strategies are as follows:

Deepening Engagement with Key Brand Clients ： Focus on high gross margin orders, extend the LDP (landed duty paid) model, and deepen collaboration with the top five clients (collectively accounting for approximately 90% of total revenue) by proactively delivering added value.
Prudent Innovation and Smart Manufacturing ： Continue investing in automation equipment, plan for the introduction of collaborative robotics to reduce labor costs, and improve product quality and production efficiency.
Implementation of Sustainable Development Principles ： Strengthen ESG practices and strive to secure green procurement orders from international brands, thereby enhancing product premium potential. Initiatives include the use of laser and ozone machines to reduce water usage in production processes, adoption of solar power to reduce carbon emissions, and establishment of water recycling systems to lower energy consumption.
Global Deployment and Risk Management ： Reinforce flexible allocation of multi-regional production capacity to mitigate risks associated with geopolitical tensions and tariff fluctuations. Raw material procurement strategies are dynamically adjusted to reduce exposure to exchange rate and cost volatility.
(2) Major Production and Sales Policies, Projected Sales Volume and Basis Thereof The Company continues to refine its production and sales operations in the denim apparel sector. On the sales front, we focus on aligning more closely with major brand clients to enhance value creation and ensure customer and consumer satisfaction. On the production side, regional risks have occasionally led to increased costs in raw materials and logistics. In response, the Company adapts its global manufacturing layout in line with client requirements and remains committed to improving production efficiency and labor productivity. Additionally, the Company has not made any public financial forecasts for the year 2025; therefore, no projected sales volume is disclosed.

III. Future Business Development Strategies

Textiles are considered essential consumer goods, and the apparel market

encompasses a wide variety of items. Although jeans have recently faced competition from functional clothing, they remain a classic and enduring product with strong market demand. Our company will continue to serve our brand clients with advanced production technologies and value-added services to secure their support ：

Technological Innovation and Product R&D ： We will continue to invest in automation technologies, develop new eco-friendly denim fabrics, and enhance product value-added. Additionally, we will invest in smart manufacturing to achieve fully digitalized production and process management.
Market and Product Diversification ： We aim to expand into emerging markets such as Southeast Asia and other parts of Asia by establishing multi-regional sales channels. While focusing on the denim apparel market, we also plan to explore the knitwear segment.
Digital Transformation and Low-Carbon Production ： We are promoting digital transformation by integrating big data and AI technologies to enhance supply chain management and market forecasting capabilities.
Brand and Image Enhancement ： By implementing ESG strategies and fulfilling corporate social responsibility, we strive to elevate brand value and attract customers who prioritize sustainable development.
Strengthening Financial Structure ： On one hand, we will seek to revitalize company assets to inject liquidity into operations. On the other hand, we are actively engaging with financial institutions to secure financing at favorable interest rates, continue to introduce strategic investors through private placements, and plan to raise capital via public offerings to meet operational funding requirements.

IV. Impact from External Competitive Landscape, Regulatory Environment, and Macroeconomic Conditions

(1) External Competitive Landscape:

Competition in the global denim market has intensified, with Southeast Asian peers aggressively undercutting prices to capture orders, leading to a squeeze in gross margins. The Company will continue to maintain its competitive edge through technological innovation and differentiation strategies.

(2 )Regulatory Environment:

With the increasing stringency of international environmental and labor regulations, the Company is committed to ensuring all production processes remain compliant with applicable standards.

In response to the European Union's implementation of the Carbon Border Adjustment Mechanism (CBAM), the Company will increase the proportion of renewable energy usage to mitigate cost impacts.
The African Growth and Opportunity Act (AGOA) allows manufacturers in eligible countries to export garments made from third-country fabrics to the U.S. duty-free. This enhances the competitiveness of the Company’s factory in the Tanzanian production zone.
The Regional Comprehensive Economic Partnership (RCEP), a free trade agreement formed by the 10 ASEAN countries along with China, Japan, South Korea, New Zealand, and Australia, aims to reduce tariff barriers. As the Company’s primary manufacturing base is located in Cambodia (a member of ASEAN), this is favorable for production planning and capacity allocation.

(3) Macroeconomic Environment:

The Company mitigates the risk of raw material price volatility through supply chain management.
Given uncertainties arising from U.S. trade tariffs, the Company will respond through timely adjustment of production capacity and shipment planning across regions.

We are sincerely grateful for the continued support from our shareholders. The Ruentex team will uphold the principles of prudent management and strive toward sustainable corporate development and maximization of shareholder value. We kindly ask all shareholders to maintain their unwavering support and encouragement for Ruentex, as in the past.

Wishing you all good health and success,

Chairman of the Board: CHI, CHUNG-MING

General Manager: JAMES IAN HARRISON

Chief of Accounting Officer: Kung, Hsuan-Yao

Attachment 2: Audit Committees’ Review Report

Roo Hsing Co., Ltd. Audit Committee’s Review Report

To: Roo Hsing Co., Ltd.

2025 Annual Meeting of Shareholders

The Board of Directors has prepared the Company’s 2024 Business Report, Financial Statements and Proposal for 2024 Deficit Compensation, among which the Financial Statements have been audited by the independent auditors Ms. Chen, Kuang-Hui and Mr. Kuo, Chen-Yu of ShineWing Taiwan CPAs, who have then issued an audit report. The above statements and reports have been examined and reviewed by the Audit Committee and no irregularities were found. We hereby report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act .

Please kindly approve.

Chairman, Audit Committee

KU, Chi-Tung

March 24, 2025

Attachment 3: The Utilization of Funds and Project Execution Progress from Private Placement of Common Shares in 2024

Roo Hsing Co., Ltd.

The Utilization of Funds and Project Execution Progress from Private Placement of Common Shares in 2024

Item	First Private Placement in 2024
Type of Private
Placement	Private Placement Common Shares
Securities
Date and Amount Approved by Shareholders' Meeting	Approved by the shareholders' meeting on June 27, 2024, to issue no more than 415,000,000 shares, with the Board of Directors authorized to handle the issuance in three tranches within one year from the date of the shareholders' meeting, depending on market conditions and the Company's actual fundingneeds.
Basis and Reasonableness of Pricing	The price of the Company’s private placement of common shares is determined based on the resolution of 2024 shareholders' meeting, set at no less than 80% of the higher of the two calculations (hereinafter referred to as the "reference price"): (1) Pricing date:The base date for pricing is November 22, 2024, the Board Resolution Date. (2) Basis 1: The simple arithmetic average of the closing prices of common shares for 1, 3, or 5 business days before the pricing determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The calculated prices are NT$3.21, NT$3.16, and NT$3.14, respectively, with the Company choosing NT$3.21 as the price for basis 1. Basis 2:The simple arithmetic average of the closing prices of common shares for the 30 business days before the pricing determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The calculated price is NT$3.01 for basis price 2. Reference Price:Based on the higher of the two calculated prices, the reference price is NT$3.21, calculated from the average closing price of the 1 business days before the pricing determination date. (3) Actual Private Placement Price:Set at NT$2.57 per share, which is 80% of the referenceprice.
Method of Selecting Specific Persons	The specific persons eligible for this private placement of securities are limited to those specified in Article 43-6 of the Securities and Exchange Act and relevant directives.

Item	First Private Placement in 2024	First Private Placement in 2024	First Private Placement in 2024	First Private Placement in 2024	First Private Placement in 2024
Type of Private
Placement	Private Placement Common Shares
Securities
Necessity for Private Placement	To strengthen working capital, repay bank loans, and support the Company’s long-term development needs, the Company intends to issue securities through a private placement instead of a public offering, considering the efficiency and flexibility of private placements, which better suit the Company’s requirements. The implementation of this plan is expected to enhance the Company’s competitiveness and operational efficiency, and is anticipated to have apositive impact on shareholders’ equity.
Date of Completion of Payment	December 6, 2024
Subscriber Information	Subscriber	Eligibility	Subscription Shares	Relationship with the Company	Participation in Company Management
	JDU Opportunit ies Limited	Qualified under Article 43-6 of the Securities and Exchange Act	44,070,000	Shareholder	Director
	JDU Investment Corporatio n (Sharehold er of JDU Opportuniti es Limited)		-	None	None
	HNY Investment Co., Ltd.		31,430,000	Shareholder	Director
	Chi, Chung Ming (Sharehold er of HNY Investment Co., Ltd.)			Chairman of the Company	Chairman of the Company
	Chi, Chung Nan (Sharehold er of HNY Investment Co., Ltd.)			Second- degree relative of Chi, Chung- Ming	None
Actual Subscription Price	NT$2.57 per share
Difference Between Actual Subscription	The actual private placement price of NT$2.57 per share is 80% of the reference price.

Item	First Private Placement in 2024
Type of Private
Placement	Private Placement Common Shares
Securities
Price and Reference Price
Impact on Shareholders' Equity	The purpose of the Company’s private placement is to strengthen working capital, repay bank loans, and meet future funding needs for business development. This will help improve the Company’s financial structure, respond to industry changes, enhance its operational foundation and competitiveness, and optimize the scale of operations, thereby effectively increasing shareholder value.
Utilization of Private Placement Funds and Project Execution Progress	(1) Utilization of Funds: Planned allocation amount NT$194,035 thousand, actual allocation amount NT$194,035 thousand. (2) Execution Progress: The entire amount was fully utilized by the fourth quarter of 2024.
Effectiveness of Private Placement	The funds raised through the Company’s private placement have been fully utilized as planned for the acquisition of the remaining equity in Nanjing USA, Inc. This acquisition further strengthens the Company’s control over its subsidiary, enhances operational efficiency, and supports strategic alignment within the group, thereby improving overall business performance.

Item	Second Private Placement in 2024
Type of Private
Placement	Private Placement Common Shares
Securities
Date and Amount Approved by Shareholders' Meeting	Approved by the shareholders' meeting on June 27, 2024, to issue no more than 415,000,000 shares, with the Board of Directors authorized to handle the issuance in three tranches within one year from the date of the shareholders' meeting, depending on market conditions and the Company's actual fundingneeds.
Basis and Reasonableness of Pricing	The price of the Company’s private placement of common shares is determined based on the resolution of 2024 shareholders' meeting, set at no less than 80% of the higher of the two calculations (hereinafter referred to as the "reference price"): (1) Pricing date:The base date for pricing is April 1, 2025, the Board Resolution Date. (2) Basis 1: The simple arithmetic average of the closing prices of common shares for 1, 3, or 5 business days before the pricing determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The calculated prices are NT$3.50, NT$3.59, and NT$3.66, respectively, with the Company choosing NT$3.66 as the price for basis 1. Basis 2:The simple arithmetic average of the closing prices of common shares for the 30 business days before the pricing determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The calculated price is NT$3.80 for basis price 2. Reference Price:Based on the higher of the two calculated prices, the reference price is NT$3.80, calculated from the average closing price of the 30 business days before the pricing determination date. (3) Actual Private Placement Price:Set at NT$3.04 per share, which is 80% of the referenceprice.
Method of Selecting Specific Persons	The specific persons eligible for this private placement of securities are limited to those specified in Article 43-6 of the Securities and Exchange Act and relevant directives.
Necessity for Private Placement	To strengthen working capital, repay bank loans, and support the Company’s long-term development needs, the Company intends to issue securities through a private placement instead of a public offering, considering the efficiency and flexibility of private placements, which better suit the Company’s requirements. The implementation of this plan is expected to enhance the Company’s competitiveness and operational efficiency, and is anticipated to have apositive impact on shareholders’ equity.
Date of Completion of Payment	April 14, 2025

Item	Second Private Placement in 2024	Second Private Placement in 2024	Second Private Placement in 2024	Second Private Placement in 2024	Second Private Placement in 2024
Type of Private
Placement	Private Placement Common Shares
Securities
Subscriber Information	Subscriber	Eligibility	Subscriptio n Shares	Relationship with the Company	Participation in Company Management
	HNY Investment Co., Ltd.		43,680,000	Shareholder	Director
	Chi, Chung Ming (Sharehold er of HNY Investment Co., Ltd.)		-	Chairman of the Company	Chairman of the Company
	Chi, Chung Nan (Sharehold er of HNY Investment Co., Ltd.)		-	Second- degree relative of Chi, Chung- Ming	None
Actual Subscription Price	NT$3.04 per share
Difference Between Actual Subscription Price and Reference Price	The actual private placement price of NT$3.04 per share is 80% of the reference price.
Impact on Shareholders' Equity	The funds raised through the Company’s private placement have been fully utilized, as planned, for the acquisition of the remaining equity in Nanjing USA, Inc. This acquisition further strengthens the Company’s control over its subsidiary, enhances management efficiency, and contributes to strategic alignment within the Group, thereby improving overall operationalperformance.
Utilization of Private Placement Funds and Project Execution Progress	(1) Utilization of Funds: Planned allocation amount NT$132,787.2 thousand, actual allocation amount NT$132,787.2 thousand. (2) Execution Progress: The entire amount was fully utilized by the second quarter of 2025.
Effectiveness of Private Placement	The funds raised through the Company’s private placement have been fully utilized, as planned, for the acquisition of the remaining equity in Nanjing USA, Inc. This acquisition further strengthens the Company’s control over its subsidiary, enhances management efficiency, and contributes to strategic alignment within the Group, thereby improving overall operationalperformance.

Attachment 4: Report on the Implementation Status of the Business Stabilization Plan

Roo Hsing Co., Ltd.

Implementation Status of the Business Stabilization Plan

According to the Taiwan Stock Exchange Letter No. 11411800684 dated February 24, 2025, the Company is required to report the implementation status of its business stabilization plan to the Board of Directors on a quarterly basis and to present the same at the Shareholders’ Meeting. The report on the implementation status is as follows:

I. The operational improvement strategies have been continuously implemented,

and the results will be reported quarterly to the Board of Directors.

Overall Operations	Streamlined investment structure. Asset revitalization and private placement to enhance capital adequacy.
Business Performance	Increased equity holdings in3Y Universal Company Limitedand Nanjing USA, Inc.to strengthen presence in Japan and the U.S. and diversify global regional risks. Expanded business model to offer diversified services and strengthen customer loyalty.
Production Performance	Ongoing optimization of production lines and workforce to improve manufacturing efficiency. Capacity expansion in Africa to support global production base reallocation in line with customer needs.
Expense Management	Prudent use of funds and strict expense execution and control, with a focus on maintaining a sound financial structure.

II. Comparison of Estimated and Actual Profit and Loss Performance

Unit: NT$ '000

			Unit: NT$ '000
Accounting Item	Estimated Amount for Q1 2025	Actual Amount for Q1 2025	Achievement Rate
Operating Revenue	3,275,258	3,287,342	100%
OperatingCosts	(2,790,520)	(2,522,432)	90%
Gross Profit	484,738	764,910	158%

Accounting Item	Estimated Amount for Q1 2025	Actual Amount for Q1 2025	Achievement Rate
Operating Expenses	(425,784)	(564,152)	132%
OperatingProfit	58,955	200,758	341%
Non-operating Expenses	(65,505)	(174,609)	267%
Profit Before Tax	(6,551)	5,111	178%

Description:

(1) Operating revenue met expectations, and with effective cost control, gross profit exceeded projections. Although selling expenses increased due to changes in the overall business environment—resulting in higher-thanexpected operating expenses—operating profit still surpassed expectations.
(2) Due to global geopolitical tensions, financial markets experienced greater volatility, leading to higher-than-expected foreign exchange losses and, consequently, higher non-operating expenses.
(3) Overall, despite ongoing global instability in the first quarter of 2025, the Company’s management team delivered profitability above expectations. Looking ahead, while global tariff uncertainties remain, the management team will continue to focus on cost optimization, efficiency improvement, and global deployment strategies to mitigate regional risks, with the goal of sustaining growth in shareholder value.

Attachment 5: Independent Auditors’ Report and the Financial Statements

Independent Auditors’ Report

Roo Hsing Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of Roo Hsing Co., Ltd. (the “Company”) as of December 31, 2024 and 2023, and the related parent company only financial statements of comprehensive income, changes in equity and cash flows for the years then ended and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended, in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and auditing standards accepted in the Republic of China. Our responsibilities under those standards are further described in the Independent auditor’s responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with this Code. Based on our audits, we believe that our audits provide a reasonable basis for our opinion.

Independent Auditors’ Report (Continued)

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. We determined the key audit matters should be communicated in our audit report are as follows:

Impairment assessment of investments accounted for under the equity method

Please refer to Note 4(16) to the parent only financial statements for the accounting policies of impairment of non-financial asset; refer to Note 6(9) to the parent company only financial statements for the details of investments accounted for under the equity method.

The Company acquired JD United (BVI) Limited and Tooku Holdings Limited, ADNY Group, Inc.; Nanjing USA, Inc. and 3Y Universal Company Limited in previous years. The net goodwill generated were NT$ 1,108,101 thousand, NT$ 551,032 thousand and NT$ 188,558 thousand respectively, accounting for 8%, 4%, and 1% of the total consolidated assets as of December 31, 2024, respectively. The Company conducts impairment tests on relevant cash-generating units in accordance with the International Financial Reporting Standards. The Company assessed the recoverable amount by value in used since the fair value of related cash-generating units cannot be reliably measured. The recoverable amount was not lower than the book value and therefor no impairment loss was recognized. The carrying amount of goodwill was material to the Company, the assessment of value in used was complicated and the assumptions used by management in the cash flow forecast involved significant subjective judgment. Therefore, we considered the impairment assessment of investments accounted for under the

Independent Auditors’ Report (Continued)

equity method as one of the key audit matters for the year.

Our audit procedures included, but were not limited to, obtaining financial forecast information from the management, interviewing management to analyze the reasonableness of gross margin, revenue growth, overall market and economic forecast included in the financial forecast; assessing the subjective evidence, procedures and factors considered in the assessment of impairment used by management to identify indication of impairment and whether they have been consistently adopted; inquire the current situation and development of the industry, and compare the data of the same industry to confirm the reliability of the data on which the financial forecast is based, analyze the method and assumptions used by the management to calculate the value in use, and compare the difference between the customer’s historical financial forecast and the actual financial forecast to evaluate the reasonableness of the cash flow; use management’s experts to assist us to evaluate the relevance and rationality of the management’s important assumptions (expected growth rate, market average rate of return and discount rate, etc.), including referring to companies with similar specifications to cash-generating units, assessing the rationality of key input values in calculating discount rates such as the cost of equity, company-specific risk premium, and market risk premium, and to confirm and evaluate the rationality and feasibility of major assumptions.

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 parent company only financial statements in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free

Independent Auditors’ Report (Continued)

from material misstatement, whether due to fraud or error.

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

Those charges with governance, including members of the Audit Committee are responsible for overseeing the Company’s financial reporting process.

Independent auditor’s responsibilities for the audit of the parent company only financial statements

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

As part of an audit in accordance with the generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only parent 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 the one

Independent Auditors’ Report (Continued)

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

Obtain an understanding of internal controls 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 controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent company only 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 report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the footnote disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentations.
Obtain sufficient appropriate audit evidence regarding the financial information of the Company’s investee companies accounted for under equity method to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of audit of the Company’s investee companies. We remain solely responsible for our audit opinion.

Independent Auditors’ Report (Continued)

We communicate with those charged with governance regarding 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 relationship and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our 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.

Chen, Kuang-Hui

Kuo, Chenyu

For and on behalf of ShineWing CPAs March 24, 2025 Taipei, Taiwan Republic of China

Notice to Readers

The accompanying financial statements are not intended to present the financial position, results of financial operations and cash flows in accordance with accounting principles and practice generally accepted in countries and jurisdictions other than the Republic of China. The standard, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards accepted in the Republic of China, and their applications in practice.

As the parent company only financial statements are the responsibility of the management, ShineWing CPAs cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

Roo Hsing Co., Ltd. Parent company only balance sheets

December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

	December 31,	December 31,
2024 $ 12,753 195 3,184 - 21,301 - 269,120 213 - 73,354 - 380,120 4,566,600 262,722 - 1,523 - 615 2,762 4,834,222 $ 5,214,342	`％` - - - - - - 5 - - 2 - 7 88 5 - - - - - 93 100	2023 $ 5,722 210 85,164 150 - 15,469 343,495 256 - 73,865 1,003 525,334 4,037,645 293,263 - 1,981 12,000 2,050 2,762 4,349,701 $ 4,875,035	`％`
			- - 2 - - - 7 - - 2 -
			11
			83 6 - - - - -
			89
			100

(Continued on next page)

Roo Hsing Co., Ltd. Parent company only balance sheets

December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

(Continued from previous page)

Liabilities and equity
Current liabilities
Current borrowings
Notes payable
Other payables
Other payable – related parties
Current provisions
Liabilities directly related non-current
assets held for sale
Advance receipts
Current portion of non-current
borrowings
Other current liabilities, others
Total current lilabilities
Non-current liabilities
Corporate bonds payable
Long-term borrowings
Deferred tax liabilities
Guarantee deposits received
Investments accounted for under equity
method
Total non-current liabilities
Total liabilities
Equity
Ordinary share
Capital surplus
Retained earnings:
Accumulated losses
Other equity interest
Total equity
Total liabilities and equity December 31,
Notes
2024
％
2023
％
6.(14) and 8
$ 200,000
4
$ 200,000
4
6.(15)
-
-
628
-
28,649
1
30,256
1
7
27,822
-
50,050
1
6.(17)
1,991
-
1,991
-
6.(8)
-
-
11
-
7
343
-
286
-
6.(18) and 8
31,031
1
50,001
1
3,749
-
2,621
-
293,585
6
335,844
7
6.(16)
149,823
3
149,776
3
6.(18) and 8
-
-
31,028
1
6.(29)
24,759
-
33,489
1
30
-
101
-
6.(9)
657,687
13
474,264
9
832,299
16
688,658
14
1,125,884
22
1,024,502
21
6.(20)
9,576,149
184
8,821,149
181
6.(21)
1,576,940
30
2,222,836
45
6.(22)
(
7,301,230 ) (
140 ) (
7,374,992 ) (
151 )
236,599
4
181,540
4
4,088,458
78
3,850,533
79
$ 5,214,342
100
$ 4,875,035
100

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

Roo Hsing Co., Ltd. Parent company only statement of comprehensive income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

For theyear ended December 31,
Notes
2024
％
2023
％
6.(23) and 7
$ 73,745
100
$ 82,149
100
6.(6), 6.(26)
and 7
(
28,725 ) (
39 ) (
3,240 ) (
4 )
45,020
61
78,909
96
7
-
-
(
3,683 ) (
5 )
6.(26) and 7 (
69,068 ) (
94 ) (
145,712 ) (
177 )
6.(4) and 6.(5) (
16,545 ) (
22 ) (
563 ) (
1 )
(
85,613 ) (
116 ) (
149,958 ) (
183 )
(
40,593 ) (
55 ) (
71,049 ) (
87 )
6.(24) and 7
5,770
8
129,349
157
6.(25) and 7
28,328
38
3,875
5
6.(28) and 7 (
19,880 ) (
27 ) (
15,365 ) (
19 )
92,921
126 (
603,634 ) (
734 )
107,139
145 (
485,775 ) (
591 )
66,546
90 (
556,824 ) (
678 )
6.(29)
8,427
12
8,206
10
74,973
102 (
548,618 ) (
668 )

Roo Hsing Co., Ltd. Parent company only statement of comprehensive income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

(Continued from previous page)

Item
Other comprehensive income (loss)
Components of other comprehensive
income that will not be reclassified to
profit or loss:
(Losses) gains on remeasurement of
defined benefit plans
Income tax income (expenses) related
to components that will not be
reclassified to profit or loss
Item that may be reclassified
subsequently to profit and loss:
Financial statements translation
differences of foreign subsidiaries,
affiliates and join ventures
Total other comprehensive income, net
of income tax
Total comprehensive income (loss)
Earnings per share (in New Taiwan
dollars)
Basic earnings (loss) per share

For theyear ended December 31,
Notes
2024
％
2023
％
6.(19)
(
1,514 ) (
2 )
1,559
2
6.(29)
303
-
(
312 )
-
(
1,211 ) (
2 )
1,247
2
55,059
75
36,325
44
53,848
73
37,572
46
$ 128,821
175 ($ 511,046 ) (
622 )
6.(30)
$ 0.08
($ 0.66 )

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

							Total equity	3,915,465	205,363		149	240,602	4,361,579	548,618 )	37,572	511,046 )	3,850,533	194,035	84,931 )	3,959,637	74,973	53,848	128,821	4,088,458
For the years ended December 31, 2024 and 2023	(Expressed in thousands of New Taiwan dollars)	Other equityinterest	Interests directly	Financial statements related to non-	translation current assets (or	differences of disposal groups) to	Ordinary share Capital surplus Accumulated losses foreign operation be sold	$ 8,189,149 $ 2,408,722 ( $ 6,827,621 ) $ 145,215 $ - $	632,000 ( 426,637 ) - - -		- 149 - - -	- 240,602 - - -	8,821,149 2,222,836 ( 6,827,621 ) 145,215 -	- - ( 548,618 ) - - (	- - 1,247 33,255 3,070	- - ( 547,371 ) 33,255 3,070 (	8,821,149 2,222,836 ( 7,374,992 ) 178,470 3,070	755,000 ( 560,965 ) - - -	- ( 84,931 ) - - - (	9,576,149 1,576,940 ( 7,374,992 ) 178,470 3,070	- - 74,973 - -	- - ( 1,211 ) 58,129 ( 3,070 )	- - 73,762 58,129 ( 3,070 )	$ 9,576,149 $ 1,576,940 ( $ 7,301,230 ) $ 236,599 $ - $
							Description	Balance, January 1, 2023	Cash capital increase	Recognition of equity due to issuance of	convertible bonds	Changes in equity in subsidiaries		Net loss for the year	Other comprehensive income	Total comprehensive income (loss)	Balance, December 31, 2023	Cash capital increase	Changes in equity in subsidiaries		Net income for the year	Other comprehensive income (loss)	Total comprehensive income (loss)	Balance, December 31, 2024

Roo Hsing Co., Ltd. Parent company only statement of cash flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

			For theyear ended December 31,	For theyear ended December 31,	For theyear ended December 31,
			2024		2023
Cash flows from operating activities
Profit (loss) before income tax for the year		$	66,546	( $	556,824 )
Adjustments for:
Income and expenses having no effect on cash flows
Depreciation expenses			30,516		60,409
Amortization expenses			458		745
Expected credit loss			16,545		563
Interest expense			19,880		15,365
Interest income	(		665 )	(	1,677 )
Loss (gain) on financial assets at fair value through profit and
loss			15	(	30 )
Share of (profit) loss of subsidiaries, affiliates and joint
ventures accounted for using equity method	(		92,921 )		603,634
Loss on disposal of property, plant and equipment			24		-
Gain on disposal of investment accounted for using equity
method	(		2,089 )	(	1,723 )
Gain on disposal of non-current assets held for sale or in the
disposal group	(		3,110 )		-
Impairment loss on non-financial assets			1,032		-
Gain on foreign exchange, net	(		24,200 )	(	2,122 )
Changes in operating assets and liabilities
Decrease in accounts receivable			-		457
Increase in accounts receivable – relate parties	(		21,301 )		-
Increase in other receivables	(		926 )	(	10,934 )
Decrease in other receivable - relate parties			74,375		190,138
Decrease in prepayments			511		451
Decrease in other current assets			-		510
Increase in net defined benefit assets	(		79 )	(	92 )
Decrease in notes payable	(		628 )	(	13,494 )
Decrease in accounts payable			-	(	457 )
Decrease in accounts payable - related parties			-	(	40,228 )
Decrease in other payables	(		1,143 )	(	38,506 )
Decrease in other payables - related parties	(		22,228 )	(	60,722 )
Increase (decrease) in advance receipts			57	(	30,439 )
Increase in other current liabilities, others			1,128		709
Cash inflows generated from operations			41,797		115,733
Interest received			665		1,677
Interest paid	(		20,297 )	(	13,803 )
Income taxes refund (paid)			43	(	352 )
Net cash generated from operating activities			22,208		103,255
(Continued on next page)

Roo Hsing Co., Ltd. Parent company only statement of cash flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

(Continued from previous page)

(Continued from previous page)
			For theyear ended December 31,
			2024		2023
Cash flows from investing activities
Decrease in financial assets at amortized cost			81,980		121,166
Acquisition of investments accounted for using equity
method	(		277,324 )	(	636,438 )
Disposal of investments accounted for using equity method			-		151,275
Acquisition of property, plant and equipment			-	(	124 )
Intangible assets acquired			-	(	93 )
Disposal of property, plant and equipment			1		-
Decrease (increase) in guarantee deposits paid			12,000	(	11,978 )
Net cash flows used in investing activities	(		183,343 )	(	376,192 )
Cash flows from financing activities
Decrease in current borrowings			-	(	656 )
Repayment of long-term borrowings	(		49,998 )	(	86,311 )
Payments of lease liabilities			-	(	24 )
Cash capital increased			194,035		205,363
Issuance of bonds			-		149,730
Decrease in guarantee deposits received	(		71 )		-
Net cash flows generated from financing activities			143,966		268,102
Effect of exchange rate changes on cash and cash equivalents			24,200		2,101
Net increase (decrease) in cash and cash equivalents			7,031	(	2,734 )
Cash and cash equivalents at beginning of year			5,722		8,456
Cash and cash equivalents at end of year		$	12,753	$	5,722

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

Independent Auditors’ Report

Roo Hsing Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Roo Hsing Co., Ltd. (the “Company”) and its subsidiaries (collectively referred as the “Group”) as of December 31, 2024 and 2023, and the related consolidated financial statements of comprehensive income, changes in equity and cash flows for the years then ended and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits, 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 Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and auditing standards accepted in the Republic of China. Our responsibilities under those standards are further described in the Independent auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with this Code. Based on our audits, we believe that our audits provide a reasonable basis for our opinion.

Independent Auditors’ Report (Continued)

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. We determined the key audit matters should be communicated in our audit report are as follows:

1. Evaluation of inventories

Please refer to Note 4(13) to the consolidated financial statements for the accounting policies of evaluation of inventories; refer to Note 5(2) to the consolidated financial statements for the accounting estimates and assumptions of the evaluation of inventories; and please refer to Note 6(7) to the consolidated financial statements for the details of inventories account.

Inventories of the Group are measured at the lower of cost and net realizable value. Due to the fierce competition of textile products and the rapidly changing market, the risk that the inventory cost may exceed the net realizable value; and related estimation relies on the subjective judgment of the management, which is an uncertain accounting estimate. Therefore, we considered the evaluation of inventories as one of the key audit matters for the year.

Our audit procedures included, but were not limited to, understanding the inventory evaluation policy adopted by the Group, and checking whether it has been implemented in accordance with established accounting policies; sampling the correctness of the inventory age and performing an inventory aging analysis; reviewing the rationality of the provision for inventory allowance for the losses in the past, and compare it with the method and assumptions for estimating inventory allowance for the losses in the current period; to evaluate whether the methods and assumptions for estimating inventory allowance for the losses in the current period are appropriated.

Independent Auditors’ Report (Continued)

2. Revenue recognition

Please refer to Note 4(26) to the consolidated financial statements for the accounting policies of revenue recognition; refer to Note 6(27) to the consolidated financial statements for the details of revenue.

The Group is mainly engaged in the manufacturing and processing of denim clothing. The Group recognized operating revenues in the amount of NT$14,889,120 thousand in 2024. Operating revenues from top ten customers represented 98% of consolidated operating revenues. Due to the small number of customers and concentration of sales, conditions for the transfer of merchandise and trade conditions are not the same, resulting in different timing of meeting performance obligations, which increases the complexity of revenue recognition. Therefore, we considered the evaluation of inventories as one of the key audit matters for the year.

Our audit procedures included, but were not limited to, assessing the appropriateness of the accounting policy for revenue recognition; evaluating the effectiveness of internal control in the transaction process related to revenue recognition and performing tests of control by selecting samples (including new sales related party customers in the current year with significant amounts and newly added as top 10 important sales customers); reviewing the terms of new sales contracts for the year for any significant difference between new customers and general customers, reviewing the journal entries before and after the balance sheet date to understand whether there is any significant or unusual transaction, recurring or material return of goods in subsequent period; performing gross margin and price-volume analytical procedures according to revenue information classified based on product and customer types; selecting appropriate samples to perform tests of details and inspect the sales orders, finished goods stock out, sale invoices, export declaration certificates and subsequent receipts to ensure sales revenue had been appropriately recognized and the customer and the recipient are the same; selecting a period before and after the balance sheet date to

Independent Auditors’ Report (Continued)

perform sales cut-off test, sampling revenue transactions to review related certificates; to confirm revenue is properly cut-off.

3. Impairment assessment of goodwill

Please refer to Note 4(19) to the consolidated financial statements for the accounting policies of impairment of non-financial asset; refer to Note 6(14) to the consolidated financial statements for the details of goodwill.

The Group acquired JD United (BVI) Limited and Tooku Holdings Limited, ADNY Group, Inc.; Nanjing USA, Inc. and 3Y Universal Company Limited in previous years. The net goodwill generated were NT$1,108,101 thousand, NT$ 551,032 thousand and NT$188,558 thousand, respectively, accounting for 8%, 4%, and 1% of the total consolidated assets as of December 31, 2024, respectively. The Group conducts impairment tests on relevant cash-generating units in accordance with the International Financial Reporting Standards. The Group assessed the recoverable amount by value in use since the fair value of related cash-generating units cannot be reliably measured. The recoverable amount was not lower than the book value and no impairment loss was recognized for the year. The carrying amount of goodwill was material to the Group, the assessment of value in used was complicated and the assumptions used by management in the cash flow forecast involved significant subjective judgment. Therefore, we considered the impairment assessment of goodwill as one of the key audit matters for the year.

Independent Auditors’ Report (Continued)

of the industry, and compare the data of the same industry to confirm the reliability of the data on which the financial forecast is based, analyze the method and assumptions used by the management to calculate the value in use, and compare the difference between the customer’s historical financial forecast and the actual financial forecast to evaluate the reasonableness of the cash flow; use management’s experts to assist us to evaluate the relevance and rationality of the management’s important assumptions (expected growth rate, market average rate of return and discount rate, etc.), including referring to companies with similar specifications to cash-generating units, assessing the rationality of key input values in calculating discount rates such as the cost of equity, company-specific risk premium, and market risk premium, and to confirm and evaluate the rationality and feasibility of major assumptions.

Other Matters

We have audited the parent company only financial statements of Roo Hsing Co., Ltd. for the year ended December 31, 2024 and 2023 on which we have issued an unqualified 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 Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.

Independent Auditors’ Report (Continued)

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

Those charges with governance, including members of the Audit Committee are responsible for overseeing the Group’s financial reporting process.

Independent auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with the auditing standards 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 auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

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

Independent Auditors’ Report (Continued)

Obtain an understanding of internal controls 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 controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the footnote disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentations.
Obtain sufficient appropriate audit evidence regarding the financial information of the Group’s investee companies accounted for under equity method to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of audit of the Group’s investee companies. We remain solely responsible for our audit opinion.

Independent Auditors’ Report (Continued)

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our 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.

Chen, Kuang-Hui Kuo, Chenyu

For and on behalf of ShineWing CPAs March 24, 2025 Taipei, Taiwan Republic of China

Notice to Readers

The accompanying financial statements are not intended to present the financial position, results of financial operations and cash flows in accordance with accounting principles and practice generally accepted in countries and jurisdictions other than the Republic of China. The standard, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the consolidated financial statements are the responsibility of the management, ShineWing CPAs cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

Roo Hsing Co., Ltd. and Subsidiaries Consolidated balance sheets

December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

	December 31,	December 31,
2024 $ 334,863 195 404,317 2,752,482 11,579 958,445 115,837 237 3,013,007 470,689 - 1,649 8,063,300 11,883 2,271,295 331,653 2,427,422 24,396 21,360 106,349 615 19,260 5,214,233 $ 13,277,533	％ 3 - 3 20 - 7 1 - 23 4 - - 61 - 17 3 18 - - 1 - - 39 100	2023 $ 282,134 210 306,843 1,623,994 37,240 1,164,737 85,092 266 2,483,229 677,569 1,003 6,731 6,669,048 22,889 2,293,132 329,459 2,490,014 17,197 - 38,817 2,050 21,281 5,214,839 $ 11,883,887	％
			2 - 3 14 - 10 1 - 20 6 - -
			56
			- 19 3 21 - - 1 - -
			44
			100

(Continued on next page)

Roo Hsing Co., Ltd. and Subsidiaries Consolidated balance sheets

December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

(Continued from previous page)

Liabilities and equity
Current liabilities
Current borrowings
Current contract liabilities
Notes payable
Accounts payable
Accounts payable – related parties

Other payables
Other payable – related parties
Current tax liabilities
Current provisions
Liabilities directly related non-current
assets held for sale
Current lease liabilities
Advance receipts
Current portion of non-current
borrowings

Non-current preferred stock liabilities
Other current liabilities - others
Total current liabilities
Non-current liabilities
Corporate bonds payable
Long-term borrowings
Non-current provisions
Deferred tax liabilities
Lease liabilities - non-current
Guarantee deposits received
Total non-current liabilities
Total liabilities
Equity
Ordinary share
Capital surplus
Retained earnings:
Accumulated losses
Other equity interest
Total equity attributable to the parent
company
Non-controlling interests
Total equity
Total liabilities and equity

December 31,
Notes
2024
％
2023
％
6.(16) and 8
$ 3,860,066
29 $ 3,441,033
29
6.(27)
10
-
21,916
-
6.(17)
240,738
2
172,245
2
6.(17)
3,295,898
25
2,661,672
22
6.(17) and 7
40,207
-
10,753
-
782,699
6
571,584
5
7
137,132
1
41,062
-
81,441
1
64,515
1
6.(19)
10,928
-
2,462
-
6.(9)
-
-
11
-
113,613
1
99,948
1
57
-
-
-
6.(20) and 8
31,031
-
137,867
1
6.(21)
-
-
-
-
16,473
-
14,560
-
8,610,293
65
7,239,628
61
6.(18)
149,823
1
149,776
1
6.(20) and 8
-
-
31,028
-
6.(19)
13,503
-
13,052
-
6.(33)
27,054
-
37,361
-
171,907
1
180,154
2
794
-
865
-
363,081
2
412,236
3
8,973,374
67
7,651,864
64
6.(23)
9,576,149
72
8,821,149
74
6.(24)
1,576,940
12
2,222,836
19
6.(25)
(
7,301,230 ) (
55 ) (
7,374,992 ) (
62 )
236,599
2
181,540
2
4,088,458
31
3,850,533
33
6.(26)
215,701
2
381,490
3
4,304,159
33
4,232,023
36
$ 13,277,533
100
$ 11,883,887
100

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

~~54~~

Roo Hsing Co., Ltd. and Subsidiaries Consolidated statement of comprehensive income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

Item
Operating revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
Administrative expenses
Expected credit losses
Subtotal
Net operations income (loss)
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of loss of subsidiaries, affiliates
and joint ventures accounted for
under equity method
Net income (loss) before tax
Income tax (expenses) benefit
Current net income (loss)
Other comprehensive income (loss)
Components of other comprehensive
income that will not be reclassified to
profit or loss
(Losses) gains on remeasurement of
defined benefit plans
Income tax income (expenses) related
to components that will not be
reclassified to profit or loss
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on translation of
foreign operations
Total other comprehensive income, net
of tax
Total comprehensive income (loss)
(Continued on next page)

For theyear ended December 31,
Notes
2024
％
2023
％
6.(27) and 7 $ 14,889,120
100
$ 13,517,416
100
6.(7) and 7
(
12,390,841 ) (
83 ) (
11,299,094 ) (
84 )
2,498,279
17
2,218,322
16
6.(30)
(
902,141 ) (
6 ) (
953,880 ) (
7 )
6.(30) and 7
(
1,292,242 ) (
9 ) (
1,467,913 ) (
11 )
6.(4) and 6.(6)
(
117,510 ) (
1 ) (
2,164 )
-
(
2,311,893 ) (
16 ) (
2,423,957 ) (
18 )
186,386
1 (
205,635 ) (
2 )
6.(28) and 7
114,636
1
249,319
2
6.(29)
139,232
1 (
144,257 ) (
1 )
6.(32) and 7 (
294,041 ) (
2 ) (
456,778 ) (
3 )
6.(10)
(
12,254 )
- (
6,910 )
-
(
52,427 )
- (
358,626 ) (
2 )
133,959
1 (
564,261 ) (
4 )
6.(33)
(
34,997 )
-
6,608
-
98,962
1 (
557,653 ) (
4 )
(
1,514 )
-
1,559
-
6.(33)
303
- (
312 )
-
67,095
-
48,223
-
65,884
-
49,470
-
$ 164,846
1 ($ 508,183 ) (
4 )

Roo Hsing Co., Ltd. and Subsidiaries Consolidated statement of comprehensive income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

(Continued from previous page)

(Continued from previous page)
Net income (loss) attributable to Owners of the parent company Non-controlling interests Total comprehensive income (loss) attributable to Owners of the parent company Non-controlling interests Earnings per share (in New Taiwan dollars) Basic earnings (loss) per share	Notes 6.(34)	For theyear ended December 31,
		2024 $ 74,973 23,989 $ 98,962 $ 128,821 36,025 $ 164,846 $ 0.08

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

											Total equity	4,548,278	205,363		149	1,593	15,177 )	4,740,206	557,653 )	49,470	508,183 )	4,232,023	194,035	286,745 )	4,139,313	98,962	65,884	164,846	4,304,159
										Non-controlling	Total interest	3,915,465 $ 632,813 $	205,363 -		149 -	240,602 ( 239,009 )	- ( 15,177 ) (	4,361,579 378,627	548,618 ) ( 9,035 ) (	37,572 11,898	511,046 ) 2,863 (	3,850,533 381,490	194,035 -	84,931 ) ( 201,814 ) (	3,959,637 179,676	74,973 23,989	53,848 12,036	128,821 36,025	4,088,458 $ 215,701 $
Roo Hsing Co., Ltd. and Subsidiaries	Consolidated statement of changes in equity	For the years ended December 31, 2024 and 2023	(Expressed in thousands of New Taiwan dollars)	Retained earnings Other equity interest	Interests	directly related	to non-current	Financial statements assets	translation (or disposal	Capital Accumulated differences of groups)	surplus losses foreign operation to be sold	2,408,722 ( $ 6,827,621 ) $ 145,215 $ - $	426,637 ) - - -		149 - - -	240,602 - - -	- - - -	2,222,836 ( 6,827,621 ) ( 145,215 -	- ( 548,618 ) - - (	- 1,247 33,255 3,070	- ( 547,371 ) 33,255 3,070 (	2,222,836 ( 7,374,992 ) 178,470 3,070	560,965 ) - - -	84,931 ) - - - (	1,576,940 ( 7,374,992 ) 178,470 3,070	- 74,973 - -	- ( 1,211 ) 58,129 ( 3,070 )	- 73,762 58,129 ( 3,070 )	1,576,940 ( $ 7,301,230 ) $ 236,599 $ - $
										Ordinary	share	8,189,149 $	632,000 (		-	-	-	8,821,149	-	-	-	8,821,149	755,000 (	- (	9,576,149	-	-	-	9,576,149 $
												$																	$
											Description	Balance, January 1, 2023	Cash capital increase	Recognition of equity due to issuance	of convertible bonds	Changes in equity in subsidiaries	Disposal of subsidiaries		Net loss for the year	Other comprehensive income	Total comprehensive income (loss)	Balance, December 31, 2023	Cash capital increase	Changes in equity in subsidiaries		Net income for the year	Other comprehensive income (loss)	Total comprehensive income (loss)	Balance, December 31, 2024

Roo Hsing Co., Ltd. and Subsidiaries Consolidated statement of cash flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

			For theyear ended December 31,	For theyear ended December 31,	For theyear ended December 31,
			2024		2023
Cash flows from operating activities
Profit (loss) before income tax		$	133,959	( $	564,261 )
Adjustments for:
Income and expenses having no effect on cash flows
Depreciation expenses			390,217		494,833
Amortization expenses			143,420		141,427
Expected credit losses (gains on reversal)			114,603	(	121,407 )
Loss (gain) on financial assets at fair value through profit and
loss			15	(	30 )
Interest expenses			294,041		456,778
Interest income	(		4,375 )	(	4,207 )
(Gain) loss on foreign exchange, net	(		226,862 )		31,025
Share of loss of subsidiaries, affiliates and joint ventures
accounted for under equity method			12,254		6,910
Loss on disposal of property, plant and equipment			5,990		24,056
Gain on disposal of investments	(		2,089 )	(	26,757 )
Gain on disposal of non-current assets held for sale or in the
disposal group	(		3,110 )		-
Impairment loss on non-financial assets			-		12,125
(Gain on reversal of ) loss on allowance of inventory for
decline in market value and obsolescence	(		24,178 )		2,760
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	(		1,136,803 )		254,637
Increase in accounts receivables, related parties	(		14,101 )	(	37,240 )
Decrease in other receivables			117,869		236,238
Increase in other receivable - relate parties	(		30,745 )	(	46,833 )
(Increase) decrease in inventories	(		511,895 )		1,700,421
Decrease in prepayments			206,880		53,790
Decrease in other current assets			6,085		11,483
Increase in net defined benefit assets	(		79 )	(	92 )
Decrease in contract liabilities	(		21,906 )	(	7,476 )
Increase in notes payable			68,493		116,753
Increase (decrease) in accounts payable			634,226	(	178,024 )
Increase in accounts payable - related parties			29,454		10,753
Increase (decrease) in other payables			245,989	(	228,242 )
Increase (decrease) in other payable - related parties			83,410	(	63,212 )
Increase (decrease) in current provisions			8,230	(	2,047 )
Increase (decrease) in advance receipts			57	(	30,711 )
Increase (decrease) in other current liabilities			1,902	(	364 )
Cash inflows generated from operations			520,951		2,243,086
Interest received			4,375		4,207
Interest paid	(		293,492 )	(	451,488 )
Income taxes paid	(		35,245 )	(	10,182 )
Net cash generated from operating activities			196,589		1,785,623
(Continued on next page)

Roo Hsing Co., Ltd. and Subsidiaries Consolidated statement of cash flows

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan dollars)

(Continued from previous page)

(Continued from previous page)
			For theyear ended December 31,
			2024		2023
Cash flows from investing activities
(Increase) decrease in financial assets at amortized cost	(		97,474 )		102,607
Net cash flow from acquisition of subsidiaries	(		155,585 )		-
Net cash flow from disposal of subsidiaries	(		1,685 )		254,661
Acquisition of property, plant and equipment	(		140,593 )	(	23,911 )
Disposal of property, plant and equipment			2,630		23,518
Increase in guarantee deposits paid	(		67,532 )	(	14,021 )
Acquisition of intangible assets			-	(	326 )
Disposal of intangible assets			-		535
(Increase) decrease in other non-current assets	(		19,339 )		3,039
Net cash flows (used in) generated from investing activities	(		479,578 )		346,102
Cash flows from financing activities
Increase (decrease) in current borrowings			237,278	(	1,696,236 )
Increase in long-term borrowings			-		279,167
Repayment of long-term borrowings	(		141,554 )	(	1,126,081 )
Decrease in guarantee deposits received	(		71 )		-
Payments of lease liability	(		97,842 )	(	186,503 )
Cash capital increased			194,035		205,363
Issuance of bonds			-		149,730
Net cash flows generated from (used in) financing activities			191,846	(	2,374,560 )
Effect of exchange rate changes on cash and cash equivalents			143,872		47,144
Net increase (decrease) in cash and cash equivalents			52,729	(	195,691 )
Cash and cash equivalents at beginning of year			282,134		478,616
Cash and cash equivalents at end of year			334,863		282,925
Cash and cash equivalents classified as non-current assets
held for sale			-	(	791 )
Cash and cash equivalents on the balance sheet		$	334,863	$	282,134

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

Attachment 6: 2024 Statement of Deficit Compensation

Roo Hsing Co., Ltd. 2024 Deficit Compensation

	Unit: NTD
Item	Amount
Accumulated Deficit as of January 1, 2024 Plus`：` Changes in re-measurement of defined benefit liability Plus`：` Income Tax Related to Items Not Reclassified Plus`：` Net Profit for Fiscal Year 2024 Accumulated Deficit as of December 31, 2024 Chairman:CHI, CHUNG-Ming General Manager: James Ian Harrison	(7,374,991,768) (1,513,646) 302,729 74,972,590
	$ (7,301,230,095)
	Accounting Supervisor: Kung, Hsuan-Yao

Attachment 7: Comparison Table for the Article of Incorporation Before and After Amendments

Roo Hsing Co. Ltd.

Comparison Table for the Article of Incorporation Before and After Amendments

Item	Amendments	Original Article	Explanations
Article 19	The Company may have seven to nine (7-9) Directors (including Independent Directors) and the Directors shall be elected by employing a candidate nomination system under Article 192- 1 of the Company Act with a term of three (3) years, and may be eligible for re-election. If no new Directors have been elected before the expiration of the current term, the term of office for out-going Directors shall be extended until the time new Directors have been elected and assumed their office. When the number of vacancies in the Board of the Company equals to one third (1/3) of the total number of Directors, or all the Independent Directors are discharged, the Board shall call, within sixty (60) days, a special meeting of shareholders to elect succeeding	The Company may have seven to nine (7-9) Directors (including Independent Directors) and the Directors shall be elected by employing a candidate nomination system under Article 192- 1 of the Company Act with a term of three (3) years, and may be eligible for re-election. If no new Directors have been elected before the expiration of the current term, the term of office for out-going Directors shall be extended until the time new Directors have been elected and assumed their office. When the number of vacancies in the Board of the Company equals to one third (1/3) of the total number of Directors, or all the Independent Directors are discharged, the Board shall call, within sixty (60) days, a special meeting of shareholders to elect succeeding Directors to fill the vacancies with the remaining term. In compliance with Article 14-2 of the Securities and Exchange Act, the appointed Independent	Revision of Key Guidelines for the Establishment and Exercise of Authorities by the Board of Directors of Listed Companies

Item		Amendments	Original Article	Explanations
		Directors to fill the vacancies with the remaining term. In compliance with Article 14-2 of the Securities and Exchange Act, the appointed Independent Directors should be no less than two in number andnot less than one- thirdof the total number of Directors. With respect to the regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination, and other matters for compliance with respect to Independent Directors shall be followed according to the regulations prescribed by the competent authority. The Board of the Company may separately set up other functional committees. Regulations governing the professional qualifications for its members, the exercise of their powers of office,	Directors should be no less than two in number and not less than one-fifth of the total number of Directors. With respect to the regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination, and other matters for compliance with respect to Independent Directors shall be followed according to the regulations prescribed by the competent authority. The Board of the Company may separately set up other functional committees. Regulations governing the professional qualifications for its members, the exercise of their powers of office, and related matters shall be prescribed by the Board in accordance with the relevant regulations. The Company establishes an Audit Committee in lieu of a Supervisor in accordance with Article 14-4 of the Securities and Exchange Act. The number, term, functional duties and power of members, and the rules governing the proceedings of meetings should be prescribed by the Audit Committees in

Item		Amendments	Original Article	Explanations
		and related matters shall be prescribed by the Board in accordance with the relevant regulations. The Company establishes an Audit Committee in lieu of a Supervisor in accordance with Article 14-4 of the Securities and Exchange Act. The number, term, functional duties and power of members, and the rules governing the proceedings of meetings should be prescribed by the Audit Committees in accordance with the Regulations Governing the Exercise of Power by the Audit Committee of Public Companies.	accordance with the Regulations Governing the Exercise of Power by the Audit Committee of Public Companies.
Article 26		If the Company has a surplus at each fiscal year, four to five percent (4%~ 5%) of profit of the current year shall be distributed as employee compensation(include grass root employee) and the Directors' compensation should not be more than two percent (2%); however, the Company shall offset the accumulated losses	If the Company has a surplus at each fiscal year, four to five percent (4%~ 5%) of profit of the current year shall be distributed as employee compensation and the Directors' compensation should not be more than two percent (2%); however, the Company shall offset the accumulated losses before distributing any profit. The said profit may be distributed in the form of shares or cash	Amended to Allocate a Fixed Percentage of Annual Earnings for Adjusting Salaries or Distributing Compensation to Entry-Level Employees

Item		Amendments	Original Article	Explanations
		before distributing any profit.Of the aforementioned amount of employee compensation, 0.2% shall be allocated to frontline employees. The said profit may be distributed in the form of shares or cash as employee compensation; Employees of subsidiaries are also entitled to receive such profit distribution they meet specific requirements set forth by the Board or Board authorized personnel.	as employee compensation; Employees of subsidiaries are also entitled to receive such profit distribution they meet specific requirements set forth by the Board or Board authorized personnel.
Article26.1		The Company shall, after its losses have been covered, all taxes and dues have been paid and at the time of allocating surplus profits, set aside a legal reserve at ten percent (10%) of earnings left, then set aside or reverse special capital reserve in accordance with relevant law or regulations. The remaining net profits and those undistributed from	The Company shall, after its losses have been covered, all taxes and dues have been paid and at the time of allocating surplus profits, set aside a legal reserve at ten percent (10%) of earnings left, then set aside or reverse special capital reserve in accordance with relevant law or regulations. The remaining net profits and those undistributed from previous fiscal years shall be deemed as distributable earnings, and the earning distribution proposals which prescribed by Board in	Adjustments in Accordance with Company Operational Practices

Item	Amendments	Original Article	Explanations
	previous fiscal years shall be deemed as distributable earnings, and the earning distribution proposals which prescribed by Board in accordance with Article 26-2 of Articles of Incorporation, shall be submitted to the Meeting of Shareholders for review and approval.	accordance with Article 26-2 of Articles of Incorporation, shall be submitted to the Meeting of Shareholders for review and approval. The Company may distribute the surplus earning or offset its lost at the end of each half fiscal year in accordance to Article 228-1 of the Company Act with a resolution of Board; If such surplus earning is distributed in the form of new shares, the Company shall obtain prior approval of the Meeting of Shareholders.
Article 26.2	The Company currently encounters severe industry competition and changing environment, and our business is at the growing stage. The profit distribution, taking into consideration of futureoperation needs, financial structure, the interests of shareholders and other factors,the company shall maintain an appropriate balance in the distribution ratio between cash dividends and stock dividends.	The Company currently encounters severe industry competition and changing environment, and our business is at the growing stage. The profit distribution, taking into consideration of future capital needs, financial structure, the interests of shareholders and other factors, shall be distributed as the form of shares or a cash dividend, but the cash dividend should be no more than fifty percent (50%) of the each distributable earnings.	Adjustments in Accordance with Company Operational Practices
Article 28	The Articles of Incorporation were	The Articles of Incorporation were adopted on November	Add the Date of This

Item	Amendments	Original Article	Explanations
	adopted on November 10, 1977. Amendments were made at the Meetings of Shareholders as follows: First Amendment on September 15, 1980. Second Amendment on February 8, 1984. Third Amendment on October 1, 1984. Fourth Amendment on December 5, 1988. Fifth Amendment on October 13, 1995. Sixth Amendment on May 29, 1997. Seventh Amendment on April 27, 2000. Eighth Amendment on June 15, 2001. Ninth Amendment on June 18, 2002. Tenth Amendment on June 18, 2002. 11thAmendment on May 27, 2003. 12thAmendment on May 27, 2003. 13thAmendment on May 27, 2004 14thAmendment on June 23, 2005. 15thAmendment on June 30, 2006. 16thAmendment on June 21, 2007.	10, 1977. Amendments were made at the Meetings of Shareholders as follows: First Amendment on September 15, 1980. Second Amendment on February 8, 1984. Third Amendment on October 1, 1984. Fourth Amendment on December 5, 1988. Fifth Amendment on October 13, 1995. Sixth Amendment on May 29, 1997. Seventh Amendment on April 27, 2000. Eighth Amendment on June 15, 2001. Ninth Amendment on June 18, 2002. Tenth Amendment on June 18, 2002. 11thAmendment on May 27, 2003. 12thAmendment on May 27, 2003. 13thAmendment on May 27, 2004 14thAmendment on June 23, 2005. 15thAmendment on June 30, 2006. 16thAmendment on June 21, 2007. 17thAmendment on June 20,	Revision

Item	Amendments	Original Article	Explanations
	17thAmendment on June 20, 2008. 18thAmendment on October 22, 2008. 19thAmendment on June 25, 2010. 20thAmendment on June 19, 2012. 21stAmendment on June 20, 2013. 22ndAmendment on June 27, 2014. 23rdAmendment on May 28, 2015. 24thAmendment on October 29, 2015. 25thAmendment on June 17, 2016. 26thAmendment on June 30, 2017. 27thAmendment on May 24, 2019. 28thAmendment on July 15, 2021 29thAmendment on June 29, 2022 30thAmendment on June 27, 2025	2008. 18thAmendment on October 22, 2008. 19thAmendment on June 25, 2010. 20thAmendment on June 19, 2012. 21stAmendment on June 20, 2013. 22ndAmendment on June 27, 2014. 23rdAmendment on May 28, 2015. 24thAmendment on October 29, 2015. 25thAmendment on June 17, 2016. 26thAmendment on June 30, 2017. 27thAmendment on May 24, 2019. 28thAmendment on July 15, 2021 29thAmendment on June 29, 2022

Attachment 8: Nomination List of Candidates (including independent director candidates)

Category of Candidates	Name	Education	Professional Experience	Current Position	Name of Gorvernent or Legal Entity Represented
Director	Lin, Jin- Rong	- Master of Technology Law, Washington University of St. Louis - Master of Law, National Taipei University	- Board Director, PharmaEngine, Inc. - General Counsel, TTY BIOPHARM Company Ltd. - General Counsel, ATEN Intl. CO.,Ltd.	Managing Partner, Cardinal International Law Office	National Development Fund, Executive Yuan
Director	Nakashima Kenj	Tokyo University of Foreign Studies	- VP, Toyota Motor (China) Investment Co., Ltd. - VP, Toyota Motor (Philippines) Investment Co., Ltd. - Associate General Manager, Hotai Motor Co., Ltd.	Director, Roohsing Co., Ltd.	JDU Opportunities Limited
Director	Li, Kun- Fang	Bachelor of Business Administration, University of Southern California	- CMO, Hong Kong UP Standard Apparel Co. Ltd. - Managing Director, Laud Group Holding(HK) Co., Ltd.	- CMO, Hong Kong UP Standard Apparel Co., Ltd. - Managing Director, Laud Group Holding(HK)	JDU Opportunities Limited

Category of Candidates	Name	Education	Professional Experience	Current Position	Name of Gorvernent or Legal Entity Represented
			- Director, Xian Laud Enterprise Management Co., Ltd. - Chairman, M&A Construction Engineering Co., Ltd. - Director, JPK International Air Services Ltd.	Co., Ltd. - Director, Xian Laud Enterprise Management Co., Ltd. - Chairman, M&A Construction Engineering Co. Ltd. - Director, JPK International Air Services Ltd.
Director	Chi, Chung- Ming	Bachelor of Finance, National Taiwan University	Partner, Prosperity Global Consulting Ltd.	- Chairman, HNY Investment Co., Ltd. - Chairman, Roohsing Co., Ltd.	HNY Investment Co., Ltd.
Director	Chou, Tsung- Hsien	Master of Finance, National Sun Yat-sen University	- Chairman, Jhanfeng International Investment Co., Ltd. - Chairman, Fengyi Investment Co., Ltd - Chairman, Shengee	- Chairman, Jhanfeng International Investment Co., Ltd. - Chairman, Fengyi Investment Co., Ltd - Chairman, Shengee	HNY Investment Co., Ltd.

Category of Candidates	Name	Education	Professional Experience	Current Position	Name of Gorvernent or Legal Entity Represented
			Management Consulting Co., Ltd.	Management Consulting Co., Ltd.
Director	Tiffany Fei Xie	Studied at the School of Adult Education, Peking University, Majoring in Accounting	- Assistant Designer, Nanjing Tianma Design Firm - Regional Marketing Director, Hong Kong Xianheng Trading Co. - Finance Director, AFE Center Inc.	Finance Director, AFE Center Inc.	HNY Investment Co., Ltd.
Independent Director	Ku, Chi- Tung	- Bachelor of Accounting, Chinese Culture University - Master of Law, Soochow University	- Assistant Manager, Shanghai Commercial and Savings Bank - Director, D-Link Co. - Independent Director, Oceanic Beverages Co., Inc.	- Lawyer, BN Law Firm - Independent Director, Creative Sensor Inc. - Adjunct Lecturer, Bachelor's Program in Marine Cultural & Creative Design Industries, National Taiwan Ocean University	None

Category of Candidates	Name	Education	Professional Experience	Current Position	Name of Gorvernent or Legal Entity Represented
Independent Director	Yang, Peir- Jye	Master of Law, Institute of Police Affairs, Central Police University	- Director, Taiwan Tea Corporation - Supervisor, TA- I Technology Co., Ltd - Independent Director, Teco Image Systems (TIS) Co., Ltd.	- Director, TA-I Technology Co., Ltd. - Director, HACH Co., Ltd.	None
Independent Director	Hung, Pei- Chun	Bachelor of Law, National Taipei University	- Attorney, LCC Partners Law Office - Attorney, CHIH and WU Attorneys-at- Law	- Director, Tengri International Attorneys at Law - Independent Director, Success Prime Corp.	None

Attachment 9: Lists to be Released from Non-Competition Restriction

Position	Name	Concurrent CompanyName and Position
Chairman	Chi, Chung- Ming	1. Chairman, TienYun Tech Storage Co., Ltd. 2. Chairman,Tien Le Shan Business Co.,Ltd.
Director	Li, Kun-Fang	1. CMO, Hong Kong UP Standard Apparel Co. Ltd. 2. Managing Director, Laud Group Holding(HK) Co., Ltd. 3. Director, Xian Laud Enterprise Management Co., Ltd. 4. Chairman, M&A Construction Engineering Co. Ltd. 5. Director, JPK International Air Services Ltd.
Director	Chou, Tsung- Hsien	1. Chairman, Jhanfeng International Investment Co., Ltd. 2. Chairman, Fengyi Investment Co., Ltd 3. Chairman, Shengee Management Consulting Co., Ltd.
Director	Lin, Jin-Rong	1. Managing Attorney, Chi-Yeh International Law Firm 2. Consultant, ExoOne Bio. Co., Ltd.
Director	Tiffany Fei Xie	1. Finance Director, AFE Center Inc.
Independent Director	Ku, Chi-Tung	1. Independent Director, Creative Sensor Inc.
Independent Director	Yang, Peir-Jye	1. Director, TA-I Technology Co., Ltd. 2. Director, HACH Co., Ltd.
Independent Director	Hung, Pei- Chun	1. Independent Director, Success Prime Corp.

Appendix 1: Rules and Procedures for the Meeting of Shareholders

Roo Hsing Co., Ltd.

Rules and Procedures for the Meeting of Shareholders

Adopted by Annual Meeting of Shareholders on June 29, 2022

1. Purpose

To establish a strong governance system and sound supervisory capabilities for shareholders’ meetings of Roo Hsing Co., Ltd. (the Company), and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE listed Companies.

2. Scope

Shareholders’ Meeting (the Meeting) of the Company, unless otherwise provided by laws and regulations, shall be conducted in accordance with these “Rules and Procedures for the Meeting of Shareholders” (the Rules).

3. Definition

Shareholders mentioned in the Rules refer to shareholders themselves or proxies consigned by shareholders to attend the Meeting.

4. Responsible Unit

Accounting Center is the responsible unit for amending the Rules and supervising its execution.

5. Operations and Details

5.1 Meeting convening and Meeting notices.
5.1.1 Unless otherwise provided by laws, the Meeting shall be convened by the Board of Directors (the Boards). Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
5.1.2 The Company shall upload the following digital files, including Meeting notice and proposals for ratification, matters for deliberation or the election of dismissal of directors, to the Market

Observation Post System (MOPS) 30 days before the date of the regular meeting or 15 days before the special meeting. Meeting agenda and supplemental materials shall be uploaded to MOPS 21 days before the date of the regular meeting or 15 days before the special meeting. In addition, 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
5.1.3 Reasons for convening the Meeting shall be specified in the meeting notice and public announcement. Meeting notice may be delivered in electronic files.
5.1.4 Matters related to, election or dismissal of directors, amending Article of Incorporation, capital reduction, delisting, relieving noncompetition for directors, surplus capital increase, transferring capital reserve to capital, the dissolution, merger or split of the Company, or any other matter under Article 185 of Taiwan Company Act, shall be specified in the Meeting notice. None of the above matters may be raised by extraordinary motions. Essential content could be published on designated site and the site URL shall be listed on the meeting notice.
5.1.5 If re-election of all directors and their inauguration date is stated in the meeting notice, the inauguration date may not be altered by any

extraordinary motion once the re-election is completed in the same Meeting.

5.1.6 Any shareholder holds more than one percent of common stock may propose one motion at a regular Meeting. If a shareholders has more than one motion, the Boards may still include it to the meeting agenda, provided that the proposal urges the Company to promote public interests or fulfill its social responsibilities. However, if the motion applies to any subparagraph of Article 172-1 paragraph 4 of the Taiwan Company Act, the Boards may exclude it from the agenda.
5.1.7 Prior to the book closure date of the Meeting, the Company shall publicly announce its acceptance of shareholders’ proposals with the date and location for their submission. The period for accepting shareholders’ proposals could not be less than 10 days.
5.1.8 Shareholder-submitted proposals are limited to 300 words, the Company would exclude any shareholder-submitted proposals with more than 300 words. The proposer shall attend the Meeting in person or by proxy to discuss the motion proposed.
5.1.9 The Company shall list proposals in the Meeting notice, if accepted, and inform the proposer of the result before issuing the Meeting notice. The Boards shall explain the reasons for exclusion of any shareholder-submitted proposals at the Meeting.

5.2 Proxy Letter

5.2.1 A shareholder may appoint one proxy to attend any given Meeting by submitting the Company designated proxy letter which specified with authorizing scope and agent.
5.2.2 A shareholder can only appoint one agent for any given Meeting, and shall deliver the proxy letter to the Company 5-days before the Meeting. When duplicated proxy letters are delivered, the earliest one shall prevail unless a declaration is made to cancel the proxy appointment.
5.2.3 After a proxy letter is delivered, if the shareholder intends to attend the Meeting in person or to exercise voting rights personally, a written notice of proxy cancellation shall be delivered to the Company 2-days before the Meeting. If the cancellation is received

after designated time, cast by proxy shall prevail.

5.2.4 If, after a proxy form is delivered to the Company, a shareholder wishes to attend the Meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
5.3 Principles determining time and place of the Meeting

The venue for a meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the Meeting.

The restrictions on the place of the Meeting shall not apply when the Company convenes a virtual-only shareholders meeting.

5.4 Preparation of documents such as attendance book and items to be included in the notice while convening virtual Meeting
5.4.1 The Company shall specify in its meeting notice the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
5.4.2 The aforementioned registration time shall be at least 30 minutes prior to the Meeting commencing time and the registration place shall be clearly marked and handled by a sufficient number of qualified personnel. For virtual shareholders meetings, shareholders may register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
5.4.3 Shareholders shall attend the Meeting based on attendance cards, sign-in cards, or other certificates of attendances. The Company may not arbitrarily add requirements for any other documents beyond those showing eligibility. Solicitors soliciting proxy letter shall also bring ID card for verification.
5.4.4 Attending shareholders may hand in a sign-in card in lieu of signing on the attendance book.

5.4.5 The Company shall furnish attending shareholders with meeting agenda, annual report, attendance card, speaker’s slip, voting slips and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
5.4.6 When government agency or a juristic person is a shareholder, it may be represented by more than one representative at the Meeting. When a juristic person is appointed to attend as proxy, it may assign only one person to represent it in the Meeting.
5.4.7 In the event of a virtual shareholders meeting, shareholders plan to attend the meeting online shall register with the Company two days before the meeting date.
5.4.8 In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the Meeting starts, and keep this information disclosed until the end of the Meeting.
5.4.9 To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
- a. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
- b. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
- c. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those

represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

     - d. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

  3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

5.5 Chairman and non-voting participants of the Meeting
5.5.1 The chairman of the Boards shall be the chairman presiding at the Meeting if the Meeting is convened by the Boards. If, for any reason, the Chairman of the Boards cannot preside at the Meeting, the vice chairman of the Boards shall preside at the meeting. In case there is no vice chairman, or the vice chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the chairman of the Boards shall designate one of the managing directors, or where there is no managing directors, one of the directors to act on his/her behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman of the Boards.
5.5.2 When a director serves as chairman, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chairman.
5.5.3 If the Meeting is convened by any other person entitled to convene

the Meeting, such person shall be the chairman to preside at the Meeting. If the meeting is convened by two or more people, they shall elect one from among themselves.

5.5.4 The Company may appoint designated counsel, certified public accountants or other relevant personnel to attend the Meeting. Personnel handling administrative affairs of the Meeting shall wear ID cards or badges or other certificates sufficient to identify.
5.6 Documentation of the Meeting in audio or video
5.6.1 The Company, starting from registration, shall make an uninterrupted audio and video recording of the Meeting, including registration procedure, the proceeding of the Meeting and the voting and counting procedures.
5.6.2 The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of Taiwan Company Act, the recording shall be retained until the end of the litigation.
5.6.3 Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
5.6.4 The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
5.6.5 In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

5.7 Attendance calculation

5.7.1 Attendance and votes at the Meeting shall be calculated based on the number of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual

meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

5.7.2 The chairman shall call the Meeting to order at the time scheduled. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times and the Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted, the chairman shall call the Meeting to end. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
5.7.3 If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of Taiwan Company Act. The aforementioned tentative resolutions shall be executed in accordance with relevant provisions of Taiwan Company Act. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with 5.4.7.
5.7.4 If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of Taiwan Company Act.
5.8 Discussion of Proposals
5.8.1 The agenda of the Meeting shall be set by the Boards if the Meeting is convened by the Boards. Votes shall be cast on each separate proposal in the agenda, including extraordinary motions and amendments to the original proposals set out in the agenda. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
5.8.2 The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Boards, entitled

to convene such Meeting.

5.8.3 Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the proposed resolutions (including extemporary motions) listed in the agenda are resolved. In the event where the chairman adjourns the Meeting in violation of the Rules, the Boards shall promptly assist the attending shareholders in electing a new chair in accordance with the Rules, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.
5.8.4 The chairman may announce to end the discussion of any resolution, amendments or extraordinary motions and go into voting, with sufficient time, if the chairman deems it appropriate.

5.9 Shareholder Speech

5.9.1 When a shareholder present at the Meeting wishes to speak, a speech note should be submitted with summary of the speech, the shareholders number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.
5.9.2 If any shareholder present at the Meeting submits a speech note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the content of actual speech shall prevail.
5.9.3 Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
5.9.4 Unless otherwise permitted by the chairman, no shareholder shall interrupt the speeches of the other shareholder and the chairman shall forbid such interruption.
5.9.5 Any juristic person designated as proxy by a shareholder(s) to be present at the Meeting shall only appoint one representative to attend the Meeting. When a juristic person shareholder designates

two or more representatives to attend the Meeting, only one of the representatives can speak on the same proposal.

5.9.6 After the speech of attending shareholder, the chairman may respond in person or designate an appropriate personnel to respond.
5.9.7 Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words and Article 5.9.1 to 5.9.5 do not apply.
5.9.8 As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of such proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
5.10 Calculation of voting shares and recusal system
5.10.1 Voting at the Meeting shall be calculated based the number of shares.
5.10.2 With respect to resolutions of the Meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
5.10.3 A shareholder who has a personal interest in the matter under any discussion item at the Meeting, which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of another shareholder.
5.10.4 Such shares shall have no voting power.
5.10.5 With the exception of a trust enterprise or a shareholder services agent approved by the competent authority, when one person in concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

5.11 Voting Rights

5.11.1 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed nonvoting shares under Article 179, paragraph 2 of Taiwan Company Act.
5.11.2 When the Company holds the Meeting, it shall adopt exercise of voting rights by electronic means or mail. When the voting rights are exercised by mail or electronic means, the methods of exercise shall be specified in the Meeting notice. A shareholder exercising voting rights by mail or electronic means will be deemed to have attended the meeting in person, but to have waived his or her right to the extraordinary motions and amendments of the Meeting. The Company shall avoid the submission of extraordinary motions and amendments to original proposals.
5.11.3 A shareholder intending to exercise voting rights by mail or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the Meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
5.11.4 After a shareholder has exercised voting rights by mail or electronic means, in the event the shareholder intends to attend the Meeting in person or online, a written declaration to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two days before the Meeting. If the withdraw declaration is received after designated time, the voting rights already exercised shall prevail. When a shareholder has exercised voting rights by appointing a proxy, the voting rights exercised by the proxy in the Meeting shall prevail.
5.11.5 Resolutions at the Meeting shall, unless otherwise provided for in Taiwan Company Act and the Article of Incorporation of the Company, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. While voting, the chairman or the designated personnel should announce the total number of shares represented in the Meeting and cast the vote in sequence. The Company shall report and

upload the results of each vote to the MOPS at the date the Meeting held.

5.11.6 If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed voted and no further voting is necessary.
5.11.7 The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall also be a shareholder(s).
5.11.8 Votes counting shall be conducted in public at the venue of the Meeting. Immediately after votes counting completed, the result of voting shall be announced at the Meeting and place on record.
5.11.9 When the Company convenes a virtual shareholders meeting, after the chair declares the meeting stars, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends otherwise will be deemed abstained from voting.
5.11.10 In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
5.11.11 When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5.4.7 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
5.11.12 When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

5.12 Elections

5.12.1 Election of directors shall be held in accordance with the applicable procedures adopted by the Company, and the result shall be announced on-site immediately, including the names of those elected as directors and the number of votes with which they were elected.
5.12.2 The ballots for the aforementioned election shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of Taiwan Company Act, the ballots shall be retained until the end of the litigation.

5.13 Meeting Minutes

5.13.1 Matters relating to the resolution of the Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairman and a copy shall be distribute to each shareholder within 20 days after the Meeting. The meeting minutes may be prepared and distributed in electronic files.
5.13.2 The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
5.13.3 The meeting minutes shall accurately record the date and place of the Meeting, the chair’s name, the methods resolutions were adopted and a summary of the deliberations and voting results (including the number of voting rights), and disclose the number of voting rights of by each candidate in the event of an election. The minutes shall be retained for the duration of the existence of the Company.
5.13.4 Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

5.13.5 When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.

5.14 Public Announcement

5.14.1 On the day of the Meeting, the Company shall, in the prescribed format, compile a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall disclose the statement at the place of the Meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual shareholders meeting, when the Meeting is called to order, the total number of shares represented at the Meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the Meeting and a new total of votes is released during the meeting.
5.14.2 If any resolution constitute material information under applicable laws or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to MOPS within the prescribed time period.
5.15 Meeting Order
5.15.1 The personnel and securities shall wear a badge or ID card.
5.15.2 The chairman may direct the securities or personnel handling administrative affairs to maintain order at the Meeting. The personnel and securities shall wear a badge or ID card.
5.15.3 If a shareholder attempts to speak through any device other than the equipment set by the Company, the chair may stop the shareholder.
5.15.4 Any shareholder violates the Rules and defies the chair’s correction and refuses to stop, the chair may direct the securities or personnel

handling administrative affairs to escort the shareholder from the Meeting.

5.16 Recess and Resumption
5.16.1 During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume.
5.16.2 If the Meeting continues while the venue is no longer available, the Meeting may adopt a resolution to resume the meeting at another venue.
5.16.3 A resolution may also be adopted to defer or resume the Meeting within five days in accordance with Article 182 of Taiwan Company Act.

5.17 Disclosure of information at virtual meetings

5.17.1 In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
5.18 Location of the chair and secretary or virtual-only shareholders meeting
5.18.1 When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

5.19 Handling of disconnection

5.19.1 In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
5.19.2 In the event of a virtual shareholders meeting, when declaring the meeting starts, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the

Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the Meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

5.19.3 For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
5.19.4 For a meeting to be postponed or resumed under Article 5.19.2, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
5.19.5 During a postponed or resumed session of a shareholders meeting held under Article 5.19.2, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
5.19.6 When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in Article 5.19.2, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under Article 5.19.2 is required.
5.19.7 Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the

total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

5.19.8 When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
5.19.9 For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under Article 5.19.2.
5.20 Handling of digital divide
5.20.1 When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

6. Supplementary Documentation

6.1 These Procedures, and any amendments hereto, shall be implemented after obtaining approval by the Meeting.

Appendix 2: Articles of Incorporation

Roo Hsing Co., Ltd. Articles of Incorporation

Adopted by Annual Meeting of Shareholders on June 29, 2022

Chapter I - General Provisions

Article 1

The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name shall be 如興股份有限公司 in the Chinese language and ROO HSING CO., LTD. in the English language.

Article 2

The Company engages in business as follows ：

C306010	Outerwear Knitting Mills
C399990	Other Textile Products Manufacturing
C307010	Apparel, Clothing Accessories and Other Textile Product Manufacturing
F104110	Wholesale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing
	Accessories and Other Textile Products
F204110	Retail sale of Cloths, Clothes, Shoes, Hat, Umbrella and Apparel, Clothing
	Accessories and Other Textile Products
F401010	International Trade
I101110	Textile Industry Consultancy
I501010	Product Designing
I502010	Costume Designing
ZZ99999	All business items that are not prohibited or restricted by law, except those that
	are subject to special approval.

Article 3

The Company shall have its head office in Taipei City and may set up domestic and/or overseas branch offices pursuant to a Board of Directors (herein after referred to as the “Board”) resolution.

Article 4

The Company may, based on its business needs, make endorsements or guarantee matters in accordance with the Procedures for Endorsements and Guarantees of the Company.

Article 5

The Company may engage in various business operations and investments for the implementation of business diversification; the total amount of investments shall be free from

the restrictive requirement of not exceeding forty percent of the amount of its own paid-in capital set out in Article 13 of the Company Act . The decision making for investment operations is authorized to the Board.

Article 6

Public announcements of the Company shall be made in accordance with Article 28 of the Company Act .

Chapter II – Capital Stock

Article 7

The total capital stock of the Company shall be in the amount of NT$15,000,000,000, divided into 1,500,000,000 shares with a par value of NT$10 each, and may be paid-in in installments with Board authorization.

Article 8

The Company’s stock shall be registered and affixed with the signatures or personal seals of three (3) or more Directors of the Company, and shall be duly certified or authenticated by the competent authority before issuance; The Company may combine and replace shares with a greater face value. The Company may be exempted from printing any share certificate(s) for the newly issued shares, but shall be deposited with the centralized securities depository enterprise.

Article 9

(Deleted)

Article 10

The Company’s stock affairs shall be conducted in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies .

Article 11

Registration for transfer of shares shall be suspended sixty (60) days prior to the date of Annual Meeting of Shareholders, and thirty (30) days prior to the date of special Meeting of Shareholders, or five (5) days prior to the target date on which dividends, bonus or any other benefits is scheduled to be paid by the Company.

Article 11-1

Shares repurchased by the Company in accordance with the Company Act , may be transferred to the employees of subsidiaries who meet specific requirements set forth by the Board or Board authorized personnel.

The share subscription warrant may be issued to the employees of subsidiaries who meet specific requirements set forth by the Board or Board authorized personnel.

The subscription of newly issued shares shall be reserved to the employees of subsidiaries who meet specific requirements set forth by the Board or Board authorized personnel.

The restricted stocks may be issued to the employees of subsidiaries who meet specific requirements set forth by the Board or Board authorized personnel.

Chapter III – Meeting of Shareholders

Article 12

Meetings of shareholders of the Company shall be of two types:

Annual regular meeting of shareholders: to be convened, by the Board, within six (6) months after the close of each fiscal year.
Special meeting of shareholders: to be convened when necessary and in accordance with the relevant law.

When the Company holds a shareholders’ meeting, it should be held by video conference or other methods announced by the central competent authority.

When convening a shareholders meeting by video conference, shareholders who attend the meeting via videoconferencing will be deemed to have attended the meeting in person.

If otherwise stipulated by the securities competent authority with respect to the provisions of the preceding two paragraphs, the stipulation of the securities competent authority shall prevail.

Article 13

A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than thirty (30) days prior to the scheduled meeting date; a notice to convene a special meeting of shareholders shall be given to each shareholder no later than fifteen (15) days prior to the scheduled meeting date. The notice shall indicate the meeting date, meeting place, and the reason for convening the meeting. For the shareholders holding less than one thousand (1,000) registered shares, the notice of meeting may be served through public announcement.

Article 14

If a shareholder is unable to attend the Meeting of Shareholders in person for any cause, that shareholder may appoint a proxy to attend the Meeting of Shareholders in his/her behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.

The written proxy in the foregoing paragraph shall be delivered to the Company five (5) days prior to the Meeting of Shareholders. If two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which was received later.

If a shareholder appoints a proxy to attend a Meeting of Shareholders, other than the provision of Article 177 of the Company Act , shall comply with the Regulations Governing the Administration of Shareholder Services of Public Companies prescribed by the competent authority.

Article 14-1

The voting power at a Meeting of Shareholders may be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said Meeting of Shareholders in person, but shall be deemed to have waived his voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the

original proposal(s) at the said Meeting of Shareholders. In addition, his/her declaration of intention shall be conducted in accordance with Article 177-2 of the Company Act .

Article 15

For a Meeting of Shareholders convened by the Board, the chairman of the meeting shall be appointed in accordance with the provisions of Paragraph 3, Article 208 of the Company Act ; whereas for a Meeting of Shareholders convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Article 16

Except for the circumstances set forth in Article 179 of the Company Act , a shareholder shall have one voting power in respect of each share in his/her possession.

Article 17

Except as otherwise provided by the Company Act , the Meeting of Shareholders shall be attended by shareholders whose total shareholding represents one half (1/2) or more of the total issued shares of the Company and a resolution of the Meeting of Shareholders must be adopted by the majority of the votes represented at the meeting.

Article 18

Resolutions adopted at Meeting of Shareholders shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the Meeting of Shareholders and shall be distributed to all shareholders of the Company within twenty (20) days after the adjournment of the meeting.

The distribution of the minutes of Meeting of Shareholders as required in the preceding paragraph may be effected by means of a public announcement.

The minutes of Meeting of Shareholders shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the Company.

The attendance list bearing the signatures of shareholders present at the Meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year.

Chapter IV – Directors

Article 19

The Company may have seven to nine (7-9) Directors (including Independent Directors) and the Directors shall be elected by employing a candidate nomination system under Article 1921 of the Company Act with a term of three (3) years, and may be eligible for re-election. If no new Directors have been elected before the expiration of the current term, the term of office for out-going Directors shall be extended until the time new Directors have been elected and assumed their office. When the number of vacancies in the Board of the Company equals to one third (1/3) of the total number of Directors, or all the Independent Directors are discharged, the Board shall call, within sixty (60) days, a special meeting of shareholders to

elect succeeding Directors to fill the vacancies with the remaining term.

In compliance with Article 14-2 of the Securities and Exchange Act , the appointed Independent Directors should be no less than two in number and not less than one-fifth of the total number of Directors. With respect to the regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination, and other matters for compliance with respect to Independent Directors shall be followed according to the regulations prescribed by the competent authority.

The Board of the Company may separately set up other functional committees. Regulations governing the professional qualifications for its members, the exercise of their powers of office, and related matters shall be prescribed by the Board in accordance with the relevant regulations.

The Company establishes an Audit Committee in lieu of a Supervisor in accordance with Article 14-4 of the Securities and Exchange Act.

The number, term, functional duties and power of members, and the rules governing the proceedings of meetings should be prescribed by the Audit Committees in accordance with the Regulations Governing the Exercise of Power by the Audit Committee of Public Companies .

Article 19-1

The majority of Board of the Company should not have the following relations between each other:

Spouse
The person’s blood relatives within the second degree of kinship

Article 20

The Board shall be formed by all Directors and shall elect a Chairman of the Board from among the Directors by a majority vote at a meeting attended by over two-thirds (2/3) of the Directors and may also elect in the same manner a vice Chairman of the Board. The Chairman of the Board shall internally preside the Meeting of Shareholders, the Board Meetings; shall externally represent the Company and regularly exercise all the Company affairs in accordance with the provisions of law and regulations, the Articles of Incorporations of the Company, and the resolutions adopted by the Meeting of Shareholders and the Board Meetings. In case the Chairman of the Board is on leave or absent or cannot exercise his/her power and authority for any cause, the acting matter shall be proceeded in accordance with Article 208 the Company Act .

Article 20-1

When calling a Board Meeting, a notice shall be given to each Director no later than seven (7) days prior to the scheduled meeting date. However, in the case of an emergency, the meeting may be convened at any time. Such notices of the Board Meeting may be served in writing by mail, E-mail or facsimile.

Article 21

Unless otherwise provided in the Company Act , resolutions of the Board shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors. In case a Director cannot, for any cause, attend a meeting, he/she may appoint another Director in

writing as his/her proxy to attend in his/her place. A Director may act as the proxy of only one other Director. The Board Meeting may be proceeded via visual communication network, then the Directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 22

Resolutions adopted at a Board Meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all Directors of the company within twenty (20) days after the adjournment of the meeting. The attendance list bearing the signatures of Directors present at the meeting and the powers of attorney of the proxies shall be kept by the company. The preparation and distribution of the minutes of Board Meeting may be affected by means of electronic transmission.

Article 23

The remuneration of Directors shall be adopted by a resolution of Board based on similar compensation levels adopted in the same industry.

Article 23-1

The Company may, by resolution of the Board, purchase liability insurance to cover indemnification obligations of Directors arisen from performing their duties during tenure of their offices, in order to reduce and distract the risk that the Directors cause significant damages to the Company and the shareholders due to any act by mistakes or negligence.

Chapter V - Managerial Officers

Article 24

The Company may appoint one President / General Manager and several officers, whose appointment, dismissal, remuneration, shall be served in accordance with Article 29 of the Company Act.

Chapter VI - Accounting

Article 25

The fiscal year for the Company shall be from January 1 each year to December 31 of the same year. After the close of each fiscal year, the following statements and records shall be prepared by the Board and submitted to the Audit Committee for their review no later than thirty (30) days prior to the meeting date of a general meeting of shareholders:

The Annual Business Report;
The Financial Statements; and
Proposal Concerning Appropriation of Earning or Compensation of Deficit.

Article 26

If the Company has a surplus at each fiscal year, four to five percent (4%~ 5%) of profit of the current year shall be distributed as employee compensation and the Directors' compensation should not be more than two percent (2%); however, the Company shall offset the accumulated losses before distributing any profit. The said profit may be distributed in the form of shares or cash as employee compensation; Employees of subsidiaries are also entitled

to receive such profit distribution they meet specific requirements set forth by the Board or Board authorized personnel.

Article 26-1

The Company shall, after its losses have been covered, all taxes and dues have been paid and at the time of allocating surplus profits, set aside a legal reserve at ten percent (10%) of earnings left, then set aside or reverse special capital reserve in accordance with relevant law or regulations.

The remaining net profits and those undistributed from previous fiscal years shall be deemed as distributable earnings, and the earning distribution proposals which prescribed by Board in accordance with Article 26-2 of Articles of Incorporation, shall be submitted to the Meeting of Shareholders for review and approval.

The Company may distribute the surplus earning or offset its lost at the end of each half fiscal year in accordance to Article 228-1 of the Company Act with a resolution of Board; If such surplus earning is distributed in the form of new shares, the Company shall obtain prior approval of the Meeting of Shareholders.

Article 26-2

The Company currently encounters severe industry competition and changing environment, and our business is at the growing stage. The profit distribution, taking into consideration of future capital needs, financial structure, the interests of shareholders and other factors, shall be distributed as the form of shares or a cash dividend, but the cash dividend should be no more than fifty percent (50%) of the each distributable earnings.

Chapter VII - Supplemental Provisions

Article 27

In regard to all matters not specified in the Articles of Incorporation, the Company Act and other relevant law and regulations shall govern.

Article 28

The Articles of Incorporation were adopted on November 10, 1977. Amendments were made at the Meetings of Shareholders as follows:

First Amendment on September 15, 1980.

Second Amendment on February 8, 1984. Third Amendment on October 1, 1984.

Fourth Amendment on December 5, 1988.

Fifth Amendment on October 13, 1995. Sixth Amendment on May 29, 1997. Seventh Amendment on April 27, 2000. Eighth Amendment on June 15, 2001. Ninth Amendment on June 18, 2002. Tenth Amendment on June 18, 2002.

11[th] Amendment on May 27, 2003. 12[th ] Amendment on May 27, 2003. 13[th ] Amendment on May 27, 2004 14[th] Amendment on June 23, 2005. 15[th] Amendment on June 30, 2006. 16[th] Amendment on June 21, 2007. 17[th] Amendment on June 20, 2008. 18[th] Amendment on October 22, 2008.

19[th] Amendment on June 25, 2010. 20[th] Amendment on June 19, 2012. 21[st] Amendment on June 20, 2013.

22[nd] Amendment on June 27, 2014.

23[rd] Amendment on May 28, 2015.

24[th] Amendment on October 29, 2015.

25[th] Amendment on June 17, 2016.

26[th] Amendment on June 30, 2017. 27[th] Amendment on May 24, 2019.

28[th] Amendment on July 15, 2021

29[th] Amendment on June 29, 2022

Roo Hsing Co., Ltd.

Chaireman: Chi, Chung-Ming

Appendix 3 Procedures for Election of Directors

Roo Hsing Co., Ltd.

Procedures for Election of Directors

Adopted by Meeting of Shareholders on July 15, 2021

1. Purpose

To ensure a just, fair and open election of directors, these Procedures are adopted pursuant to the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

2. Scope

Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

3. Definition

4. Responsible Unit

Stock affairs is the responsible unit of this Procedures.

5. Operation procedures and explanations

5.1 BOD Formation

5.1.1 The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

1>Basic requirements and values: Gender, age, nationality, and culture;

2>Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, technology) professional skills, and industry experience

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

1>The ability to make judgments about operations.

2>Accounting and financial analysis ability.

3>Business management ability.

4>Crisis management ability.

5>Knowledge of the industry.

6>An international market perspective.

7>Leadership ability.

8>Decision-making ability.

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

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

5.2

The qualifications for the independent directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

5.3 The Election, Dismissal and By-election of Directors

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

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

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

5.4

The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. All directors, including independent directors, shall be voted at once, calculate the elected respectively.

5.5

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

5.6

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

5.7

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

5.8 A ballot is invalid under any of the following circumstances：

5.8.1 A ballot is not placed in the designated ballot box.
5.8.2 The ballot was not prepared by the meeting convener
5.8.3 A blank ballot is placed in the ballot box.
5.8.4 The writing is unclear and indecipherable or has been altered.
5.8.5 Person elected is not match with the list of candidate for directors.

5.8.6 Other words or marks are entered in addition to the number of voting rights allotted.

5.9 Ballot Drawing and Custody

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

5.9.2 The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Taiwan Company Act, the ballots shall be retained until the conclusion of the litigation.

100

5.10

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

6. Supplemental Provisions

6.1

Anything not regulated in the Procedure shall be dealt pursuant to Company Act and relevant law.

6.2

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

7. Relevant Documents

7.1 Corporate Governance Best Practice Principles.

7.2 Rules Governing the Scope of Powers of Independent Directors.

8. Attachments

None

101

Appendix 4: Shareholding of All Directors

Roo Hsing Co., Ltd. Shareholdings of All Directors

Current term (17[th] term) of the Directors is from September 29, 2022 to September 28, 2025.
As of the share register closure date (April 29, 2025) for this Annual Meeting of Shareholders, the total issued and outstanding shares are 1,001,294,949 shares (263,795,773 shares after capital reduction). The total number of registered shares held by all the Directors (excluding Independent Directors) on that date is 274,568,221 shares (72,336,263 shares after capital reduction), consisting of 27.42% of the Company’s outstanding shares, which complies with the minimum shareholding requirement for the Directors. (The shareholdings of a public company by its Independent Directors shall not be counted toward meeting the minimum Directors’ shareholdings)
As Roo Hsing Co., Ltd. has established the Audit Committee, the minimum shareholding requirements for Supervisors shall not apply.
The shareholding status as at April 29, 2025 of each Director is as below.

Title	Name	Current Shareholding (Shares)
Chairman	CHI, Chung-Ming (Representative of HNY Investment Co., Ltd.)	95,610,221 (25,188,953 shares after capital reduction)
Director	MA, Jun-Ming (Representative of HNY Investment Co., Ltd.)	95,610,221 (25,188,953 shares after capital reduction)
Director	LI, Kun-Fang (Representative of HNY Investment Co., Ltd.)	95,610,221 (25,188,953 shares after capital reduction)
Director	NAKASHIMA, Kenji (Representative of JDU Opportunities Limited)	98,958,000 (26,070,941 shares after capital reduction)
Director	YEH, Shu-Fang (Representative of National Development Fund, Executive Yuan)	80,000,000 (21,076,369 shares after capital reduction)

102

Subtotal	Subtotal	274,568,221 (72,336,263 shares after capital reduction)
Independent Director	KU, Chi-Tung	156,600 (41,256 shares after capital reduction)
Independent Director	YANG, Peir-Jye	480,000 (126,458 shares after capital reduction)
Independent Director	HUNG, Pei-Chun	-
Total		275,204,821 (72,503,976 shares after capital reduction)

IX. Other Matters

Procedures for handling shareholders’ proposals for 2025 Annual Meeting of Shareholders.

A shareholder holding one percent (1%) or more of the total number of issued shares may submit to this Company a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item and 300 words only in accordance with Article 172-1 of the Company Act .
Shareholders’ proposals were accepted from April 18, 2025 to April 28, 2025. This has been published on the Market Observation Post System.
The Company has not received any proposals during the abovementioned period.

103

AI assistant

ROO HSING — AGM Information 2025

52392_rns_2025-08-05_bff09dca-04ac-407b-ab89-c8b078f4da0f.pdf

Roo Hsing Co., Ltd.

2025 Annual Meeting of Shareholders Meeting Agenda

Table of Contents

Roo Hsing Co., Ltd

2025 Annual Meeting of Shareholders Meeting Agenda (Translation)

10. Extemporary Motions

11. Meeting Adjourned

Report Items

(1) 2024 Business Report

Explanatory Notes:

(2) 2024 Audit Committee’s Review Report

Explanatory Notes:

(3) Report on Issuance of 2024 Private Placement

(4) Report on Execution of the Corrective Plan on Exceeding the Maximum Amount Limit of Endorsement and Guarantees by subsidiaries

Explanatory Notes:

(5) Report on the Implementation Status of the Business Stabilization Plan Explanatory Notes:

Acknowledgements

(1) To Accept 2024 Business Report and Financial Statements

Explanatory Notes:

(2) To Approve the Proposal for 2024 Deficit Compensation

Explanatory Notes:

Proposed Resolutions

(1) To Amend the Articles of Incorporation

(2) To Approve the Private Placement of Common Shares and or Domestic Unsecured Convertible Bonds

Director Election

(1) To Elect all seats of Directors and Independent Directors

Other Discussion Items

(1) To Release Directors from Non-Competition Restriction

Extemporary Motions

Meeting Adjourned

Roo Hsing Co., Ltd. 2024 Business Report

III. Future Business Development Strategies

(1) External Competitive Landscape:

(2 )Regulatory Environment:

(3) Macroeconomic Environment:

Chairman of the Board: CHI, CHUNG-MING

Attachment 2: Audit Committees’ Review Report

Roo Hsing Co., Ltd. Audit Committee’s Review Report

Roo Hsing Co., Ltd.

Attachment 4: Report on the Implementation Status of the Business Stabilization Plan

Roo Hsing Co., Ltd.

I. The operational improvement strategies have been continuously implemented,

and the results will be reported quarterly to the Board of Directors.

II. Comparison of Estimated and Actual Profit and Loss Performance

Description:

Attachment 5: Independent Auditors’ Report and the Financial Statements

Independent Auditors’ Report

Opinion

Basis for Opinion

Independent Auditors’ Report (Continued)

Key Audit Matters

Impairment assessment of investments accounted for under the equity method

Independent Auditors’ Report (Continued)

Responsibilities of management and those charged with governance for the parent company only financial statements

Independent Auditors’ Report (Continued)

Independent auditor’s responsibilities for the audit of the parent company only financial statements

Independent Auditors’ Report (Continued)

Independent Auditors’ Report (Continued)

Notice to Readers

Roo Hsing Co., Ltd. Parent company only balance sheets

Roo Hsing Co., Ltd. Parent company only balance sheets

Roo Hsing Co., Ltd. Parent company only statement of comprehensive income

Roo Hsing Co., Ltd. Parent company only statement of comprehensive income

Roo Hsing Co., Ltd. Parent company only statement of cash flows

Roo Hsing Co., Ltd. Parent company only statement of cash flows

Independent Auditors’ Report

Opinion

Basis for Opinion

Independent Auditors’ Report (Continued)

Key Audit Matters

1. Evaluation of inventories

Independent Auditors’ Report (Continued)

2. Revenue recognition

Independent Auditors’ Report (Continued)

3. Impairment assessment of goodwill

Independent Auditors’ Report (Continued)

Other Matters

ROO HSING AGM Information 2025