Stock Code: 2636

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T3EX Global Holdings Corp. 2024 Annual Meeting of Shareholders

(Translation)

Meeting Agenda Handbook

MEETING TIME: 05, 29, 2024

PLACE: HNBK International Convention Center 2F Hall

Virtual Meeting Platform ： Adopt the Virtual Meeting Platform of Taiwan Depository & Clearing Corporation (TDCC) 【 https://stockservices.tdcc.com.tw 】


Table of Contents
I. Meeting Procedure		P.2
II. Meeting Agenda		P.3
	1. Report Items.	P.4
	2. Proposed Resolutions.	P.6
	3. Discussion Items.	P.8
	4. Extemporary motion.	P.8
	5. Meeting Adjourned.	P.8
III. Attachments
	1. 2023 Business Reports.	P.9
	2. Audit Committee’s Review Report.	P.13
	3. Financial Statement.	P.14
IV. Appendices
	1. Articles of Incorporation.	P.30
	2. Rules of Procedure for Shareholder Meetings.	P.37
	3. Shareholdings of Directors.	P.51

T3EX Global Holdings Corp.

Time: 9:30 a.m., May 29, 2024

Place: HNBK International Convention Center 2F Hall

(2F, No.123, Songren Rd., Xinyi Dist., Taipei City 110, Taiwan)

I. Procedure for the 2023 Annual Meeting of Shareholders:

1. Call the Meeting to Order

2. Chairman’s Address

3. Report Items

4. Proposed Resolutions

5. Discussion Items

6. Extempore Motion

7. Meeting Adjourned

II. Agenda of Annual Meeting of Shareholders:

1. Report Items

（ 1 ） 2023 Business Report
（ 2 ） Audit Committee Review Report on the 2023 Financial Statements
（ 3 ） 2023 Employees' and Directors' Compensation
（ 4 ） To report 2023 Earning distribution on Cash Dividends
（ 5 ） The Status of 2023 Endorsement and Guarantee
（ 6 ） Other Report Items

2. Proposed Resolutions

（ 1 ） Adoption of the 2023 Business Report and Financial statements
（ 2 ） Adoption of the Proposal for Distribution of 2023 Profits

3. Discussion Items

（ 1 ） Amendment to the Company’s Articles of Incorporation
（ 2 ） Amendment to the Operational Procedures for Loaning of Company Funds

4. Extempore Motion

5. Meeting Adjourned

1.Report Items

 Report No.1

2023 Business Reports.

Explanation:

Please refer to page 9-12 (Attachment 1) for details.

 Report No.2

Audit Committee Review Report on the 2023 Financial Statements.

Explanation:

Please refer to page 13 (Attachment 2) for details.

 Report No.3

2023 Employees' and Directors' Compensation.

Explanation:

” i.In accordance with the “Company’s Articles of Incorporation .

ii.The Company’s 2023 profit before distribution was NT$1,522,151,284 which distributed 0.51% (NT$7,500,000) employees’ compensation and distributed 0.62% (NT$9,500,000) directors’ compensation with cash.

 Report No.4

To report 2023 Earning distribution on Cash Dividends

Explanation:

T3ex Articles of Incorporation authorize the Board of Directors to approve half of year cash dividends. The amounts and payment dates of 2023 cash dividends are demonstrated in the table below:

Year	Approval Date (year /month/day)	Payment Date (year /month/day)	Cash Dividends Per Share (NT$)	Total Amount (NT$)
2023H1	2023/08/07	2023/02/09	3.0	410,883,690
2023H2	2024/03/07	Undetermined	3.5	479,364,305
Total			6.5	890,247,995

 Report No.5

The status of 2023 endorsement and guarantee

Explanation:

i.In accordance with the “Company’s the Operational Procedures for Endorsements and Guarantees”.
ii.The Company has endorsed the bank contract for the future operating capital of Shanghai YaoHwa International Forwarder Co., Ltd. The end of year balance was NT$13,021 thousands and the actual usage amount was NT$0.
iii.The Company has endorsed the bank contract for the future operating capital of T.H.I. Group (Shanghai) Ltd. The end of year balance was NT$21,701 thousands and the actual usage amount was NT$0.
iv.The Company has endorsed the bank contract for the future operating capital of T-Cube Global Logistics Co., Ltd. The end of year balance was NT$112,845 thousands and the actual usage amount was NT$20,752 thousands.
v.T.H.I. Group Limited (H.K.) endorsed the business contract for the business need of T3ex Global Holdings. The end of year balance is NT$1,229,600 thousands and the actual usage amount was NT$560,000 thousands and the endorsement of the property-based guarantee was NT$614,800 thousands.
vi.T.H.I. Group Limited (H.K.) endorsed the business contract for the business need of T.H.I. Logistics(Hong Kong) Limited. The end of year balance is NT$30,740 thousands and the actual usage amount was NT$0 thousands.
vii.T.H.I. Group (Shanghai) Ltd endorsed the business contract for the business need of T-SC Limited. The end of year balance is NT$349,386 thousands and the actual usage amount was NT$0 thousands.
viii.Shanghai YaoHwa International Forwarder Co., Ltd. endorsed the business contract for the business need of T.H.I. Group (Shanghai) Ltd The end of year balance is NT$3,083 thousands and the actual usage amount was NT$3 thousands.
ix.TEC Logistics Co., Ltd(H.K.) endorsed the business contract for the business need of Taiwan Express Co., LTD. The end of year balance was NT$53,795 thousands and the actual usage amount was NT$ 49,000 thousands, and the endorsement of

the property-based guarantee was NT$53,795 thousands.

x.Taiwan Express Co., LTD. endorsed the business contract for the business need of Airtroplois Express(s) PTE LTD. The end of year balance was NT$46,661 thousands and the actual usage amount was NT$ 35,252 thousands.

 Report No.6

Other report items

Explanation:

The status of proposal from shareholders:
The Company didn’t receive any proposal during the period of proposal from March 15, 2024 to March 25, 2024.
Report on the acquisition of right-of-use assets by subsidiaries from related parties ：
A subsidiary, Taiwan Express Co., LTD. leased a right-of-use asset for operating purposes from a related party, FUJI Co., Ltd. for the period from November 1, 2012 to October 31, 2014, at a monthly rental of NT$450 thousand (before tax), with a one-year rental expense of NT$5,400 thousand (before tax), for a total transaction amount of NT$10,800 thousand.

2.Proposed Resolutions

(1) Proposal: (Proposed by the Board)

Adoption of the 2023 business report and financial statements. Explanation:
i.The Company’s 2023 financial statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, PEGGY CHEN and CHI-LUNG YU of KPMG Firm. Also the business report and financial statements have been approved by the audit committee and board of directors on March 7, 2024.
ii.The 2023 business report, independent auditors’ audit report, and the above-mentioned financial statements were attached in the Meeting Agenda, please refer to page 14~29 (Attachment 3).

Resolution:

(2) Proposal: (Proposed by the Board)

Adoption of the proposal for distribution of 2023 profits. Explanation:

i.The board has adopted a proposal for distribution of 2023 profits. Please refer to the below 2023 Profit Distribution Table.

T3EX Global Holdings Corp. Profit Distribution Table Year 2023

Unit: NTD$ in thousand

Beginning Retained Earnings		3,030,844,848
Add: Remeasurement of defined benefit obligation in 2023	(1,296,331)
Add: Disposal of investments in equity instruments designated at fair
	(234,445,515)
value through other comprehensive income

Add: Net profit after tax	1,473,055,968
Less: 10% legal reserve(2023 H1)	(79,834,617)
Less: 10% legal reserve(2023 H2)	(43,896,795)
Distributable Net Profit		4,144,427,558
Distributable items:
Shareholders Bonus- Cash Dividends of 2023 H1(NT$3.0 per share)	(410,883,690)
Shareholders Bonus- Cash Dividends of 2023 H2(NT$ 3.5 per share)	(479,364,305)
Unappropriated retained earnings		3,254,179,563

ii.The cash dividend for the second half of 2023 has been approved by the board of directors and the chairman has been authorized to set another dividend distribution date, payment date and other related matters.
iii.In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Chairman be authorized to adjust the cash to be distributed to each share based on the number of actual shares outstanding on the record date for

distribution. Resolution:

3.Discussion Items

(1) Proposal: (Proposed by the Board)

Amendment to the Company’s Articles of Incorporation

Explanation:

i.The Company intends to change its corporate name to "T3ex Global Holdings Corp." to meet the actual business needs of the Company.

ii.Please proceed to discuss.

Resolution:

(2) Proposal: (Proposed by the Board)

Amendment to the Operational Procedures for Loaning of

Company Funds

Explanation:

i.Execute necessary changes according to the actual business of the company.

ii.Please proceed to discuss.

Resolution:

4.Extempore Motion

5.Meeting Adjourned

Attachment 1: 2023 Business Report

First of all, on behalf of T3EX Holdings, we would like to extend our sincere thanks to all the shareholders for your attention and support in the past year. T3EX Holdings will keep leading the industry and advance to be the provider of comprehensive logistics supply chain service.

2023 Performance Review:

Unit ： NTD thousands

		Unit`：`NTD	thousan
	2023	2022	YoY
Reveune	14,621,253	28,218,028	-48%
-Sea Freight	7,349,745	19,400,993	-62%
-Air Freight	3,317,788	4,932,499	-33%
-Rail Freight	996,078	1,322,075	-25%
-Domestic Logistic	2,957,642	2,562,461	15%
Gross Profit	2,917,478	5,598,115	-48%
OperatingExpense	2,013,350	3,060,562	-34%
OperatingProfit	904,128	2,537,553	-64%
Income Profit after Tax	1,548,734	2,642,427	-41%
EPS(dollars)	10.76	18.03	-40%
Net value per share (dollars)	62.9	61.7	-

In 2012, the global economy was affected by three major negative factors, namely high interest rates, high inflation and geopolitics. Consumers' disposable income dropped drastically, which led to the accumulation of inventories and slow de-stocking, while a large number of new vessels were introduced into the market, resulting in a serious imbalance between supply and demand of transportation capacity, which led to the sharp decline in freight rates from the high point of the outbreak. In 2023, T3ex Global Holdings consolidated revenue was NT$14.621 billion, gross profit was NT$2.917 billion, net profit after tax was NT$1.549 billion, and earnings per share was NT$10.76, with a net value of NT$62.9 per share.

As a result of the reversal of sea and air freight rates, the business receipts of import/export of sea freight and import/export of air freight amounted to $7.65 billion and $3.318 billion respectively in 2012, representing a decrease of 62% and 33% over a year earlier; Domestic trade logistics business group benefited from the full recovery of China's logistics industry and achieved double-digit growth in revenue, with an annual growth rate of 15% and a revenue of NT$2.958 billion in 2023, the subsidiary, T-CUBE has adopted a diversified and specialized business model to raise the threshold of entry into the industry. Benefiting from the strong demand for lithium-ion batteries, T-CUBE has expanded its business cooperation with major global lithium ore producers and secured new contracts and orders, thus boosting its operating power; The Railway Business Unit was affected by the general economic downturn in Europe, with revenue of NT$996 million in 2023, in late 2023, the impact of the Red Sea incident will drive the demand for sea freight reordering, and revenue will gradually rebound. After 2023 years of organizational restructuring and repositioning of the target market, it is expected that the Railway Business Unit's operation will return to the growth track in 2024.

T3ex is an international logistics group with a focus on providing integrated logistics solutions by air, sea, land and rail. In 2023, the overall operation will continue to provide

diversified and high quality services with the business units maintaining good relationships with suppliers and customers amidst the unfavorable economic environment and serious capacity imbalance to maintain the operating performance of the Group above a profitable level, and at the same time, to increase the Group's interest income by utilizing flexible financial operations through the excellent market sensitivity and analytical judgment of the finance team; At the end of 2023, the shipping market was affected by the Red Sea Crisis and Chinese New Year preparations, which led to a rapid rebound of low freight rates and volumes. The Group's four business groups successfully responded to the rapid changes in the market through intermodal transport services, and utilised the "Freight Tracking System" to enable customers to grasp the overall logistics operation process more efficiently, providing customers with the best quality, 。 convenient and speedy services.

Outlook for 2024

In 2024, the shipping market will continue to be affected by a number of factors, including global economic uncertainty, geopolitical risk adjustments, climate change, and the continuing imbalance between supply and demand of freight capacity. With a healthy financial structure and the integration of the resources of the Group's various business groups to support each other and achieve synergy, T3ex can make the best operational adjustments in response to the market changes in real time, the following is a description of the business development of each business group in 2024.

(1) Sea freight Department Business: ：

According to the WTO report, the volume of global trade is expected to grow by 3.3% in 2024, out of the shadow of inventory depletion, however, the number of new vessel launches will peak in FY2024, with an estimated 3 million Teu of capacity coming into the shipping market, and supply and demand will continue to remain out of balance, at the same time, uncertainty in international trade policy and geopolitical risks will continue to impact the maritime market. Trade restrictions, trade wars and geopolitical tensions may result in disruptions to the flow of 。 goods, creating uncertainty in the global supply chain and shipping industry.

(2) Air freight Department Business: ：

Demand for the air freight market shows a clear trend of recovery and growth by 2024 as the global economy climbs towards a soft landing. In particular, with the popularity of cross-border e-commerce and the increase in global trade, the demand for international cargo transport has continued to rise, fuelling the growth of air cargo transport. T3ex air cargo division focuses on e-commerce transport and has entered the supply chain of China's leading e-commerce companies since the fourth quarter of last year. Benefiting from the fierce competition from e-commerce companies and the surging demand for cargo hauling, the division has already completed a number of chartered flights since this year. At the same time, it is optimistic about the demand for AI laptop replacement in 2024, the military aerospace and the huge market for electric vehicle components, and this year it will expand into the transportation business of consumer and automotive electronics, which will become the second important engine for the development of air cargo division's operation.

(3) Domestic Logistic Department Business: ：

2024FY Domestic Logistics to continue to expand river trade transport and warehousing logistics business, The Group's subsidiary, T-CUBE adopts a diversified and specialised business model to provide customised services to the world's top 500 customers, and has successfully gained the

trust of major international manufacturers of lithium ore, speciality chemicals and beauty products. In the future, the Group will deepen its co-operation by utilising the Group's resources to further extend its upstream and downstream customer base, and maximise intermodal transport, including sea rail, river rail, customs clearance and warehousing and logistics, etc., so as to provide a complete one-stop service, and we plan to set up warehouses in Southeast Asia, including Singapore and Malaysia, in order to expand our scale of operation 。 and provide more quality and professional services to our global customers.

(4) Rail Freight Department Business: ：

At the end of 2023, affected by the expansion of the Red Sea incident, the Railway Business Unit's operation rebounded in the first quarter due to the effect of the transfer order, and at the same time, organisational reengineering was carried out to enhance management and operational efficiency, the group has set up a station in Harbin and strengthened its investment. In the future, the group will vigorously promote the business between Yiwu, Harbin, Heilongjiang and Russia, especially in the import of timber and the sea-rail intermodal transport business between China and Russia, and we are also planning to set up a station in Vladivostok to deepen the development of business co-operation opportunities in the region. Guangxi Ocean-Rail intermodal transportation business continues to work closely with T-CUBE, and comprehensively expanding the promotion and organisation of Belt and Road business products between china and north vietnam as well as southeast asian countries through the China-Vietnam Railway; This year, we will endeavour to increase the volume of shipments through the integration of the Central Asia, China-Russia and China-Europe liner markets, including the development of business in emerging markets such as Kazakhstan, Uzbekistan, Turkey and Azerbaijan, at the same time, it has entered the e-commerce logistics and transport business, and is actively developing sea-railway, air-railway and motorcycle transport operation programmes. 。

(5) Supply Chain Financing Department Business: ：

Since 2019 years ago, T3ex has established a subsidiary, T-SC, to specialise in factoring services and to provide capital to high-quality customers up and down the supply chain, at the same time to establish long-term strategic partnerships with suppliers and customers, and actively co-operating with local guarantee companies to reduce operational and default risks. The business has been growing steadily in recent years and the financing scale will reach RMB200 million by 2024, realising a win-win situation for logistics, financial flows and business flows, 。 and creating stable income for the Group.

The Group's future development and strategy: ：

In the future, T3ex will transform into a logistics industry holding company, focusing on the huge opportunities in global supply chain restructuring and regional trade, and will invest more resources in cross-country and cross-continental strategic alliances, joint ventures and mergers and acquisitions, in order to become an international full-service logistics conglomerate. Through the Group's four major operating businesses - sea, air, land and rail - and integrated services such as warehousing, transportation and supply chain finance, the Group will continue to expand its scale of operations by securing partnerships with global benchmark companies; In addition, through the financial professionals' insight into investment information and flexible use of funds in the financial and capital markets, the Group has been able to obtain abundant interest income and capital gains, and to enhance the utilisation rate of its own assets, the

Group has entered the shared office leasing field to obtain stable rental income, and the Group's complete configuration of financial planning and management has become the 。 strongest backing for its development.

As a light-asset logistics service provider with employees as its core assets, the T3ex Group believes that good human capital is the only way to provide relatively professional services to meet customers' needs. It is hoped that the positive spirit of corporate sustainable development will be implemented in the daily behaviours of the employees, who will lead the company and pass it on to their families, so that we can work together for the earth and make the living environment better and happier.

We will continue to strengthen our expertise and create greater values for our shareholders.

Chairman ： David Yen General Manger ： Allen Hou Accounting Management ： Alicia Yu

Attachment 2: Audit Committee’s Review Report

T3EX Global Holdings Corp. Audit Committee’s Review Report

Date: March 7, 2024

The Board reports the financial statement, business report, and earnings distribution proposal of 2023, and financial statement have been audited by KPMG Taiwan. The financial statements, business report and earnings distribution proposal have been reviewed and determined to correct and accurate by the Audit Committee members of T3EX Global Holdings Corp. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Submitted to:

2023 Regular Shareholders’ Meeting of the Company

Chairman of the Audit Committee

Li-Chiu Chang

Attachment 3: Financial Statement

Independent Auditors’ Report

To the Board of Directors of T3EX Global Holdings Corp. Opinion

We have audited the consolidated financial statements of T3EX Global Holdings Corp. (“the Company”), and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statement of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022,and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effects by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a seperate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

Please refer to Note 4(m) "Revenue recognition" of consolidated financial statements and Note 6(r) "Revenue from contracts with customers" for the details of operating revenues of consolidated financial statements.

Description of key audit matter:

The Group mainly engages in sea and air freight forwarding, and total logistics solution. Therefore, the revenue is a matter to the users of the consolidated financial statements. Consequently, this is one of the key assessment areas in our audit.

4-1

How the matter was addressed in our audit:

Understanding the internal control on revenue recognition applied by the management and assessing whether appropriate accounting policy is applied; performing the analysis on revenue from the top ten customers to verify whether or not any unusual transaction has incurred; performing the sampling procedures to verify records and supporting document of the transactions; selecting a period before and after the reporting date to assess whether revenue recognized in the correct period.

2. Goodwill and other intangible assets impairment assessment

Please refer to Notes 4(l) “Impairment of non-financial assets” of the consolidated financial statements, Note 5 for assumptions on the accounting estimates and assumptions on the impairment of goodwill and other intangible assets of consolidated financial statements, and Note 6(i) for the details of the intangible assets in consolidated financial statements.

Description of key audit matter:

The accounting policy applying to the goodwill and other intangible assets arising from acquisition transactions is with the uncertainty estimation. Consequently, this is one of the key assessment areas our audit focus on.

How the matter was addressed in our audit:

Understanding the internal control on the impairment assessment of the goodwill and other intangible assets; selecting significant goodwill and other intangible assets; obtaining impairment assessment reports issued by an external expert engaged by the management; assessing model, parameters and assumptions applying to the financial information forecast; and evaluating whether the assessment for goodwill and other intangible assets was based on the accounting policies.

3. Accounts receivable evaluation

Please refer to Note 4(g) “impairment of financial assets” of consolidated financial statements, Note 5 “Estimation uncertainty of the impairment of the receivable” of consolidated financial statements and Note 6(d) “impairment of the receivables” of consolidated financial statements.

Description of key audit matter:

The Group deal with its main customers on credit, so Group's receivables are exposed to the credit risk. When the customer defaults, the receivables may be impaired. Since the collectability assessment of receivables depends on management's judgment. Consequently, this is one of the key assessment areas in our audit.

How the matter was addressed in our audit:

Understanding impairment policy applied to the receivables by the management; assessing whether it is based on appropriate accounting policies. Inquiring the management whether there was any receivable with difficulty to collect; performing a sampling procedure to check the correctness of the aging of receivables and to review the collection of receivables in the subsequent period to understand if there were any significant overdue receivables to evaluated the provisions for impairment of receivables are adequate.

Other Matter

T3EX Global Holdings Corp. has prepared its parent-company-only financial statements as of and for the years then ended December 31, 2023 and 2022, on which we have expressed 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

The engagement partners on the resulting in this independent auditors’ report are Pei-Chi Chen and Chi-Lung Yu.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2024

Notes to Readers

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

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (notes 6(a) & (x)) 1110 Current financial assets at fair value through profit or loss (notes 6(b) & (x)) 1120 Current financial assets at fair value through other comprehensive income (notes 6(c) & (x) and 8) 1150 Notes receivable, net (note 6(d)) 1170 Accounts receivable, net (note 6(d)) 1180 Accounts receivable due from related parties, net (notes 6(d) & 7) 1476 Other current financial assets (note 6(j)) 1479 Other current assets, others Current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (notes 6(c) & (x)) 1550 Investments accounted for using equity method (note 6(e)) 1600 Property, plant and equipment (notes 6(g) & 8) 1755 Right-of-use assets (note 6(h)) 1805 Goodwill (note 6(i)) 1821 Other intangible assets, net (note 6(i)) 1840 Deferred tax assets (note 3(a) & 6(o)) 1920 Refundable deposits (note 8) 1980 Other non-current financial assets (note 6(j)) 1995 Other non-current assets, others Non-current assets Total assets	December 31, 2023 December 31, 2022 Amount % Amount % $ 5,639,642 34 9,569,948 54 100,833 1 116,179 1 1,050,247 6 1,796,323 10 21,145 - 62,152 - 2,820,852 17 2,327,507 13 946 - 467 - 4,050,668 25 1,304,189 7 477,979 3 387,349 2 14,162,312 86 15,564,114 87 183,767 1 118,844 1 52,174 - 49,303 - 822,997 5 844,772 5 399,805 3 366,617 2 497,792 3 497,851 3 38,520 - 53,492 - 173,034 1 132,052 1 160,645 1 117,744 1 4,774 - 4,852 - 18,807 - 28,882 - 2,352,315 14 2,214,409 13 $ 16,514,627 100 17,778,523 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(k), (x), (aa) & 8) 2150 Notes payable 2170 Accounts payable 2180 Accounts payable to related parties (note 7) 2216 Dividends payable 2219 Other payables 2230 Current tax liabilities 2280 Current lease liabilities (notes 6(m), (x), (aa) and 7) 2322 Current portion of long-term borrowings (notes 6(l), (x) & (aa)) 2399 Other current liabilities, others Current liabilities Non-Current liabilities: 2540 Long-term borrowings (notes 6(l), (x) & (aa) & 8) 2570 Deferred tax liabilities (note 3(a) and note 6 (o)) 2580 Non-current lease liabilities (notes 6(m), (x), (aa) & 7) 2640 Net defined benefit liability, non-current(note 6 (n)) 2645 Guarantee deposits received 2670 Other non-current liabilities, others Non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(c),(f) & (p)): 3110 Ordinary shares 3200 Capital surplus 3300 Retained earnings 3400 Other equity 3500 Treasury shares Equity attributable to owners of the Company 36xx Non-controlling interests Total equity Total liabilities and equity	December 31, 2023	December 31, 2023
		Amount	%
		7,206,543 44 8,092,219 45
		- - 337,500 2 86,393 1 77,162 - 185,549 1 190,118 1 52,505 - 50,642 - 2,950 - 2,950 - 23,486 - 20,038 -
		350,883 2 678,410 3
		7,557,426 46 8,770,629 48
		1,433,912 9 1,433,912 8 2,530,509 15 2,530,860 15 4,810,286 29 4,668,663 26 241,713 1 487,339 3 (397,530) (2) (397,530) (2)
		8,618,890 52 8,723,244 50
		338,311 2 284,650 2
		8,957,201 54 9,007,894 52
		$ 16,514,627 100 17,778,523 100

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2023	% 100 80	2022	% 100 80
Amount 14,621,253 11,703,775		Amount 28,218,028 22,619,913
2,917,478	20	5,598,115	20
1,429,945 596,426 (13,021)	10 4 -	2,236,590 832,806 (8,834)	8 3 -
2,013,350	14	3,060,562	11
904,128	6	2,537,553	9
779,654 79,029 10,088 308,329 (103,542)	6 1 - 2 (1)	514,629 304,173 10,409 90,716 (48,333)	2 1 - - -
1,073,558	8	871,594	3
1,977,686 428,952	14 3	3,409,147 766,720	12 3
1,548,734	11	2,642,427	9
(1,620) (377,007) (324)	- (3) -	6,877 (1,238,666) 1,375	- (4) -
(378,303)	(3)	(1,233,164)	(4)
(118,680) -	(1) -	304,303 -	1 -
(118,680)	(1)	304,303	1
(496,983)	(4)	(928,861)	(3)
1,051,751	7	1,713,566	6
1,473,056 75,678	10 1	2,548,386 94,041	9 -
1,548,734	11	2,642,427	9
991,687 60,064	7 -	1,617,776 95,790	6 -
1,051,751	7	1,713,566	6
	10.76		18.03
	10.75		18.01

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

			Equity attributable to owner	Equity attributable to owner	Equity attributable to owner	s ofparent company	s ofparent company				Non-control ling interests	Total equity 10,213,118
Ordinary shares	Capital surplus		Retained earnings				Total other equity		Treasury shares	Total equity attributable to owners of parent company
						Exchange differences on translation of foreign financial statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income	Total other equity
		Legal reserve	Special reserve	Unappropriated retained earnings	Total retained earnings
$ 1,447,522	2,546,036	290,641	7,116	4,314,340	4,612,097	(278,463)	1,757,626	1,479,163	(60,560)	10,024,258	188,860
- -	- -	- -	- -	2,548,386 5,502	2,548,386 5,502	- 302,554	- (1,238,666)	- (936,112)	- -	2,548,386 (930,610)	94,041 1,749	2,642,427 (928,861)
-	-	-	-	2,553,888	2,553,888	302,554	(1,238,666)	(936,112)	-	1,617,776	95,790	1,713,566
- - - (13,610) -	- - - (15,176) -	599,834 - - - -	- - - - -	(599,834) (2,553,034) - - 55,712	- (2,553,034) - - 55,712	- - - - -	- - - - (55,712)	- - - - (55,712)	- - (365,756) 28,786 -	- (2,553,034) (365,756) - -	- - - - -	- (2,553,034) (365,756) - -
1,433,912 - -	2,530,860 - -	890,475 - -	7,116 - -	3,771,072 1,473,056 (1,296)	4,668,663 1,473,056 (1,296)	24,091 - (103,066)	463,248 - (377,007)	487,339 - (480,073)	(397,530) - -	8,723,244 1,473,056 (481,369)	284,650 75,678 (15,614)	9,007,894 1,548,734 (496,983)
-	-	-	-	1,471,760	1,471,760	(103,066)	(377,007)	(480,073)	-	991,687	60,064	1,051,751
- - - -	- - (351) -	135,255 - - -	- - - -	(135,255) (1,095,690) - (234,447)	- (1,095,690) - (234,447)	- - - -	- - - 234,447	- - - 234,447	- - - -	- (1,095,690) (351) -	- - (6,403) -	- (1,095,690) (6,754) -
$ 1,433,912	2,530,509	1,025,730	7,116	3,777,440	4,810,286	(78,975)	320,688	241,713	(397,530)	8,618,890	338,311	8,957,201

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Cash flows of operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expenses Amortization expenses Expected credit profit Net losses on financial assets or liabilities at fair value through profit or loss Interest expenses Interest income Dividend income Shares of profit of associates accounted for using equity method Gains on disposal of property, plant and equipment Profit from lease modification Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable Accounts receivable due from related parties Other current assets Other operating assets Total changes in operating assets Changes in operating liabilities: Notes payable Accounts payable Accounts payable to related parties Other payables Other current liabilities Net defined benefit liability Other operating liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash flows from operations Interest received Interest paid Income taxes paid Net cash flows (used in) from operating activities Cash flows of investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible asset Increase in other financial assets Increase in other prepayments Dividends received Net cash flows used in investing activities Cash flows of financing activities: Increase in short-term loans Proceeds from long-term loans Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Cash dividends paid Payments to acquire treasury stock Changes in non-controlling interest Net cash flows (used in) from financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2023 $ 1,977,686 298,349 17,906 (13,021) (50,378) 103,542 (308,329) (768,461) (10,088) (203) (1,342)	2022 3,409,147 287,528 16,469 (8,834) (17,690) 48,333 (90,716) (507,095) (10,409) (1,494) (22)
	(732,025)	(283,930)
	41,007 (480,479) (479) 46,934 10,075	18,059 2,564,760 6,751 (1,265,512) 28,774
	(382,942)	1,352,832
	(2,081) 11,694 323 (786,068) (5,863) 243 3,448	(4,918) (1,231,991) 693 (532,519) 29,569 (10,846) 20,038
	(778,304)	(1,729,974)
	(1,161,246)	(377,142)
	(1,893,271)	(661,072)
	84,415 274,413 (101,228) (605,663)	2,748,075 89,246 (48,086) (536,493)
	(348,063)	2,252,742
	(788,250) 1,043,573 - (1,106,546) 1,117,566 (2,250) (39,189) 4,726 (42,901) (2,921) (2,746,401) - 776,060	(1,295,957) 119,519 24,000 (240,817) 1,162,530 - (594,467) 12,376 1,826 (4,565) - (30,356) 516,494
	(1,786,533)	(329,417)
	921,628 - (547,945) - (238,991) (1,804,866) - (6,754)	2,660,195 350,000 (3,866) 2,950 (233,953) (1,843,858) (365,756) -
	(1,676,928)	565,712
	(118,782) (3,930,306) 9,569,948	299,603 2,788,640 6,781,308
	$ 5,639,642	9,569,948

Independent Auditors’ Audit Report

To the Board of Directors of T3EX Global Holdings Corp.:

Opinion

We have audited the financial statements of T3EX Global Holdings Corp. (“the Company”), which comprise the balance sheets as of December 31, 2023 and 2022, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

Revenue recognition

Please refer to Note 4(m) "Revenue recognition" of financial statement and Note 6(o) "Revenue from contracts with customers" for the details of operating revenues of financial statements.

Description of key audit matter:

T3EX Global Holdings Corp. is an industrial holding company. Its main operating revenue is from the share of profit of associates accounted for using the equity method and the services revenue from subsidiaries by providing management services. We expect that its revenue recognition is the matter to the users of the financial statements. Consequently, this is one of the key assessment areas in our audit on parent-company-only financial statements of T3EX Global Holding Corp.

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How the matter was addressed in our audit:

Understanding the internal control on revenue recognition applied by the management and assessing whether its revenue recognition had been carried out in accordance with the established accounting policy; checking whether T3EX Global Holdings Corp. had calculated and recognized the share of profits and losses of its subsidiaries and associates by using the equity method; comparing the differences between the investment cost and the net equity of its subsidiaries and associates, to ensure that they had been properly handled. Issuing confirmation letter to T3EX Global Holdings Corp.’s subsidiaries to inquire the amount of the management services fee.

2. Equity method investees impairment assessment

Please refer to Note 4(l) "Impairment of non-financial assets" for accounting policies, Note 5 "assumptions on the accounting estimates and assumptions of the impairment of Equity method investees" and Note 6 (e) for the details of Equity method investees in the financial statements.

Description of key audit matter:

The goodwill and other intangible assets arising from acquisition transactions booked as the investment under the equity method of parent-company-only financial statements. The accounting policy applying to the goodwill and other intangible assets arising from acquisition transactions is with the uncertainty estimation. Consequently, this is one of the key assessment areas in our audit on parent-company-only financial statements of T3EX Global Holding Corp.

How the matter was addressed in our audit:

Understanding the internal control on the impairment assessment of the goodwill and other intangible assets; selecting significant goodwill and other intangible assets and obtaining impairment assessment reports issued by the external experts engaged by the management; assessing model, parameters and assumptions applying to the financial information forecast; and evaluating whether the assessment for goodwill and other intangible assets was based on the accounting policies.

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

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

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

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

Auditor’s Responsibilities for the Audit of the Parent-company-only Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement

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when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Pei-Chi Chen and Chi-Lung Yu.

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KPMG

Taipei, Taiwan (Republic of China) March 7, 2024

(English Translation of Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP.

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Amount % $ 278,613 2 100,833 1 1,050,247 8 64,130 1 200,000 2 152,053 1	December 31, 2023	December 31, 2023	December 31, 2023
	Amount	%	Amount
	4,130,504 32 3,810,583 29
	- - 337,500 3 11,797 - 8,686 - 2,840 - 2,840 -
1,845,876 15
45,135 - 10,177,012 80 675,446 5 10,473 - 9,509 - 580 -
	14,637 - 349,026 3
	4,145,141 32 4,159,609 32
	1,433,912 11 1,433,912 11 2,530,509 20 2,530,860 20 4,810,286 38 4,668,663 36 241,713 2 487,339 4 (397,530) (3) (397,530) (3)
10,918,155 85
	8,618,890 68 8,723,244 68
	$ 12,764,031 100 12,882,853 100
$ 12,764,031 100

(English Translation of Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2023	% 100 23	2022	% 100 7
Amount $ 991,720 224,550		Amount 2,340,194 156,519
767,170	77	2,183,675	93
767,170	77	2,183,675	93
777,783 39,737 5,444 (67,983)	78 4 1 (7)	485,791 63,630 3,915 (22,828)	21 3 - (1)
1,522,151 49,095	153 5	2,714,183 165,797	116 7
1,473,056	148	2,548,386	109
(2,920) (396,930) 21,223 (324)	- (40) 2 -	657 (1,240,917) 8,471 1,375	- (53) - -
(378,303)	(38)	(1,233,164)	(53)
(103,066) -	(10) -	302,554 -	13 -
(103,066)	(10)	302,554	13
(481,369)	(48)	(930,610)	(40)
$ 991,687	100	1,617,776	69
$ 10.76		18.03
$ 10.75		18.01

(English Translation of Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP.

Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

											Total other equity
											Unrealized gains
											(losses) from
									Exchange		financial assets
									differences on		measured at
		Share capital				Retained earnings			translation of		fair value
									foreign		through other
		Ordinary	Capital		Legal	Special	Unappropriated	Total retained	financial		comprehensive	Total other		Treasury		Total
		shares	surplus		reserve	reserve	retained earnings	earnings	statements		income	equity interest		shares		equity
Balance on January 1, 2022	$	1,447,522	2,546,036		290,641	7,116	4,314,340	4,612,097	(278,463)		1,757,626	1,479,163			(60,560)	10,024,258
Profit		-	-		-	-	2,548,386	2,548,386	-		-	-		-		2,548,386
Other comprehensive income		-	-		-	-	5,502	5,502		302,554	(1,238,666)	(936,112)		-		(930,610)
Total comprehensive income		-	-		-	-	2,553,888	2,553,888		302,554	(1,238,666)	(936,112)		-		1,617,776
Appropriation and distribution of retained earnings:
Legal reserve appropriated		-	-		599,834	-	(599,834)	-	-		-	-		-		-
Cash dividends on ordinary share		-	-		-	-	(2,553,034)	(2,553,034)	-		-	-		-		(2,553,034)
Purchase of treasury share		-	-		-	-	-	-	-		-	-		(365,756)		(365,756)
Retirement of treasury share		(13,610)	(15,176)		-	-	-	-	-		-	-			28,786	-
Changes in prepaid preferred stock construction dividends		-	-		-	-	55,712	55,712	-		(55,712)		(55,712)	-		-
Balance on December 31, 2022		1,433,912	2,530,860		890,475	7,116	3,771,072	4,668,663		24,091	463,248		487,339	(397,530)		8,723,244
Profit		-	-		-	-	1,473,056	1,473,056	-		-	-		-		1,473,056
Other comprehensive income		-	-		-	-	(1,296)	(1,296)	(103,066)		(377,007)	(480,073)		-		(481,369)
Total comprehensive income		-	-		-	-	1,471,760	1,471,760	(103,066)		(377,007)	(480,073)		-		991,687
Appropriation and distribution of retained earnings:
Legal reserved appropriated		-	-		135,255	-	(135,255)	-	-		-	-		-		-
Cash dividends on ordinary shares		-	-		-	-	(1,095,690)	(1,095,690)	-		-	-		-		(1,095,690)
Changes in ownership interests in subsidiaries		-		(351)	-	-	-	-	-		-	-		-		(351)
Disposal of investments in equity instruments designated at fair value
through other comprehensive income		-	-		-	-	(234,447)	(234,447)	-		234,447		234,447	-		-
Balance at December 31, 2023	$	1,433,912	2,530,509		1,025,730	7,116	3,777,440	4,810,286		(78,975)	320,688		241,713	(397,530)		8,618,890

(English Translation of Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP.

Statements of Cash Flows

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expenses Amortization expenses Net gain on financial assets or liabilities at fair value through profit Interest expenses Interest income Dividend income Share of profit of subsidiaries and associates accounted for using equity method Total adjustments to reconcile loss Changes in operating assets and liabilities: Changes in operating assets: Accounts receivable due from related parties Other current assets Other payables Other current liabilities Net defined benefit liability Total adjustments Cash outflow generated from operations Interest received Interest paid Income taxes paid Net cash flows used in operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of subsidiaries Acquisition of property, plant and equipment Increase in refundable deposits Decrease in other receivables due from related parties Acquisition of intangible assets Dividends received Increase in other prepayments Net cash flows from investing activities Cash flows from (used in) financing activities: Increase in short-term loans Proceeds from issuance of long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Cash dividends paid Cost of increase in treasury stock Net cash flows from (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2023 $ 1,522,151 8,531 8,881 (40,251) 67,983 (5,444) (762,641) (911,813)	2022 2,714,183 6,690 8,479 (56,337) 22,828 (3,915) (474,506) (2,254,017)
	(1,634,754)	(2,750,778)
	8,129 (13,603) 79,672 70 191	(17,414) (2,248) 27,052 74 (7,031)
	(1,560,295)	(2,750,345)
	(38,144) 5,487 (65,422) (138,409)	(36,162) 3,769 (22,828) (29,222)
	(236,488)	(84,443)
	(788,250) 1,043,573 - (1,058,571) 991,264 (9,002) 5,656 (8,585) (194) (200,000) (1,824) 1,044,083 -	(1,295,957) 119,519 24,000 (75,750) 1,102,483 (219,632) - (498,931) (50) 200,000 (4,558) 724,280 (30,356)
	1,018,150	45,048
	1,240,000 - (547,500) - (1,804,866) -	2,230,000 350,000 (2,500) 2,840 (1,843,858) (365,756)
	(1,112,366)	370,726
	(330,704) 609,317	331,331 277,986
	$ 278,613	609,317

Appendix 1: Articles of Incorporation

T3EX Global Holdings Corp Articles of Incorporation

Chapter I

General Provisions

Article 1 The Company, organized under the Business Mergers And Acquisitions Act ,the Company Act and others relevant regulations as a Company limited by shares, and shall be named T3EX Global Holdings Corp (hereinafter, “the Company”).
Article 2 The Company’s scope of business is as follows:
H201010 Investment
IH01010 Industry Holding Company Industry
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1 The Company may provide endorsements and guarantees and act as a guarantor.
Article 2-2 The Company’s main business is investment. The total amount of the Company’s reinvestment is not to be subject to the restriction of not more than 40% of the Company’s paid-up capital as provided in Article 13 of the Company Act.
Article 3 The Company is headquartered in Taipei City, Taiwan and when necessary may establish branches or subsidiaries at home and abroad according to resolutions by the board of directors.
Article 4 Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Companies Act.

Chapter II

Article 5 The authorized capital of the Company is NT$2 billion, consisting of 200 million shares, all of common stock, with a par value of NT$10 per share. The board of directors is authorized to issue the shares in separate installments as required, of which 10 million shares are reserved for stock options.
Article 5-1 Resolutions by the shareholders meeting, the Company is authorized to issue share warrant to its employees, the exercise prices of such share warrants issued to the employees might be lower than net worth per share as shown in the CPA-audited and certified financial report for the most recent period.
Article 6 Deleted
Article 7 The share certificates of the Company shall without exception be in registered form, signed by, or affixed with the seals of, the Company’s delegated directors, and authenticated by the competent governmental authority or a registration institution authorized thereby before issuance. Shares issued by the Company need not be in certificate form, but shall be registered with a securities

depository enterprise.

Article 8 The Company shall propose to shareholders meetings when revoking public issuance of its shares. This regulation will continue to the Company listed trading on emerging stock or on the stock exchange or over-the-counter market. Chapter III Shareholders’ Meeting Article 9 Shareholders’ meetings of the Company are of two kinds: regular shareholders meetings and extraordinary shareholders meetings. The regular shareholders’ meeting is called once per year within six months of the close of the fiscal year. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary. Article 9-1 A company may explicitly provide for in its Articles of Incorporation that its shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Under the circumstances of calamities, incidents, or force majeure, the central competent authority may promulgate a ruling that authorizes a company, which has no above provision in its Articles of Incorporation, within a certain period of time can hold its shareholders’ meeting by means of visual communication network or other promulgated methods. In case a shareholders’ meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be demed to have attended the meeting in person. For the preceding two paragraphs, a public company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters. Article 10 For any shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy. Article 11 Except as provided in Article 179 of the Company Act, the shareholder shall have one voting right for each share owned in the Company. Article 12 Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall be adopted by the consent of a majority of the votes represented by those in attendance at the meeting, in person or by proxy, by shareholders who represent a majority of the total issued shares. Article 12-1 The Company limited by shares which is organized by a single juristic person shareholder shall be free from restrictive requirement set out in this Chapter. The functional duties and power of the shareholders' meeting of such company shall

be exercised by its board of directors.

Chapter IV

Board of Directors

Article 13 The Company shall have 7 to 13 directors, who shall hold the office for a term of three years and be elected from people with legal capacity at the shareholders’ meeting. Directors are eligible for reelection.

Article 13-1 Pursuant to relevant regulations, the Company’s board of directors shall include 3 independent. The candidates for independent directors shall be nominated and shall be elected from the list of candidates during the shareholders’ meeting.
Professional qualification , number of shareholdings, restrictions regarding holding other jobs, nomination and election of independent directors and others compliance matters shall be governed by relevant regulations set forth by the competent authority.

Article 13-2 An independent director of the Company shall meet one of the following professional qualification requirements, together with at least seven years work experience:

An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university.
A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the company.
Have work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company.

Have work experience in management.

A person to whom any of the following circumstances applies may not serve as an independent director, or if already serving in such capacity, shall ipso facto be dismissed:

Any of the circumstances in the subparagraphs of Article 30 of the Company Act.
Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.
Any violation of the independent director qualification requirements set out in Regulations Governing Appointment of Independent

			Directors and Compliance Matters for Public Companies.	Directors and Compliance Matters for Public Companies.	Directors and Compliance Matters for Public Companies.	Directors and Compliance Matters for Public Companies.	Directors and Compliance Matters for Public Companies.
Article	13-3	In compliance	with Articles 14-4 of the Securities and Exchange					Law, the
		Corporation shall establish an Audit Committee, which shall consist of all
		independent directors. The Audit Committee or the members of Audit Committee
		shall be responsible for those responsibilities				of Supervisors specified		under the
		Company Law, the Securities and Exchange Law and other relevant regulations.
Article	13-4	The Company’s election for directors are adopting single registered and
		cumulative election. The candidates’ name can be represented as numbers on
		the ballot. Each share has same right to vote toward the numbers of						directors.
		It is allowed to give all the votes to a single candidate or separate to several
		candidates. If the above Article shall be advised, except as provided in Article
		172 of the Company Act, it shall		be itemized		the	amendment comparison table
		in the notice to	convene a meeting of shareholders.
Article	14	The board of	directors shall consist of the directors of the Company; the
		chairman and the vice president		of the board of directors shall be elected from
		among the directors by a majority of directors in attendance at a meeting
		attended by at least two-thirds of the directors.					The chairman of the board of
		directors shall represent the Company in external matters.
Article	15	If the chairman of the board of directors is on leave or cannot exercise powers
		or perform duties for any reason, an acting chairman shall be designated in
		accordance with Article 208 of the Company				Act.
Article	15-1	Directors shall	attend meetings	of the board			of directors in the preceding
		paragraph in person. If a director is unavailable to attend a meeting in person,
		the director may issue a power		of attorney for the given meeting specifying
		the scope of the authorized powers to authorize another director						to attend
		the meeting on the director's behalf, provided that a director may						represent
		only one other director at a meeting. In the event that a board of directors
		meeting is held through video conference,			a director who participates in the
		meeting by means of video system shall			be deemed to have attended in
		person.
Article	15-2	Seven days prior to the convening of a meeting of the board of						directors,
		notice shall be sent to all directors, specifying the reasons for calling the
		meeting, though in emergency situations, a				meeting may be called whenever
		necessary. Notice of the convening of a meeting described in the preceding
		paragraph may be in writing, by fax or by e-mail notification thereof.
Article	16	When the Company’s directors		perform Company duties, the Company may
		pay remuneration regardless of whether the Company operates at a profit or
		loss. The board of directors is authorized with powers to resolve the rates of

such remuneration based on the extent of their participation in the Company’s business operations or value of their contribution, at a level consistent with general practices in the industry.

The Company’s directors allowances are authorized the board of directors regardless of whether the Company operates at a profit or loss.

Chapter V

Managers

Article 17 The Company may appoint managers, whose commissioning, decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.

Chapter VI

Finance

Article 18 After the close of each fiscal year (1/1~12/31), the following reports shall be prepared by the board of directors and submitted to the regular shareholders’ meeting by the supervisors for reviewing and for ratification.
Business Report.
Financial Statements.

Proposal Concerning Appropriation of Net Profits or Recovering of Losses.

Article 19 Deleted
Article 20 More than 0.5% of profit of the current year distributable as employees' compensation and less than 0.3% of the current year distributable as directors’ compensation shall be definitely specified in the Articles of Incorporation. However, the company's accumulated losses shall have been covered.
The profit in the preceding Paragraph shall be defined as the profit before tax which already deducted employees’ compensation and directors’ compensation. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements set by the board of directors.
Article 20-1 The surplus distribution of the Company shall be paid after the end of each semi-annual accounting year. If there is a surplus in the first half of the accounting year, the distribution shall be as follows:
1. Pay taxes
2. Make up for accumulated losses
3. A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit;
4. To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;

If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.

If there is a surplus after the end of the accounting year, the distribution shall be as follows:

Pay taxes;
Make up for accumulated losses;
A statutory surplus reserve of 10% is provided; however, when the statutory surplus accumulation has reached the total capital of the company, this is not the limit;
To provide or revolve special surplus reserves in accordance with the company's operational needs and statutory requirements;
If there is still surplus, plus the accumulated undistributed surplus in the previous period and the undistributed surplus adjustment in the current period, the board of directors proposes to distribute the proposal.

When the reserves are to be distributed in cash, the distribution may be approved by the Board of Directors in accordance with Article 24 of the Company Law and reported to the shareholders’ meeting.

Article 20-2 The distribution of the dividends of the Company will coordinate with the surplus of that year based on the principle of stabilization. The board of directors shall propose the allocation ratio and propose it at the shareholders’ meeting. The appropriated earnings shall more than 50% of the current year after tax profit. If the earnings available for appropriation less than the current year after tax profit, it shall be allocated in earnings available for appropriation. Cash dividends shall not be less 10% of total shareholder dividends.
Article 20-3 The Company’s major subsidies’ shall formulate dividend policy. The board of directors shall propose it when major subsidiaries have the un-appropriated earnings, and the independent directors must attend. The Company shall disclose the decision to Market Observation Post System and apply it to Taiwan Stock Exchange.
Article 21 Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.
Article 22 These Articles of Incorporation were enacted on January 15, 1987.
The 1st amendment was made on June 29, 1990.
The 2nd amendment was made on May 10, 1991.

The 3rd amendment was made on October 15, 1991. The 4th amendment was made on December 13, 1991. The 5th amendment was made on January 16, 1992. The 6th amendment was made on May 7, 1996. The 7th amendment was made on April 2, 2001. The 8th amendment was made on June 27, 2001. The 9th amendment was made on September 1, 2001. The 10th amendment was made on October 6, 2001. The 11th amendment was made on June 3, 2002. The 12th amendment was made on December 1, 2002. The 13th amendment was made on April 12, 2004. The 14th amendment was made on January 25, 2005. The 15th amendment was made on June 30, 2005. The 16th amendment was made on June 30, 2005. The 17th amendment was made on June 19, 2006. The 18th amendment was made on March 2, 2007. The 19th amendment was made on June 20, 2007. The 20th amendment was made on June 23, 2008. The 21st amendment was made on June 16, 2009. The 22nd amendment was made on June 9, 2010. The 23rd amendment was made on June 28, 2011. The 24th amendment was made on June 6, 2012. The 25th amendment was made on August 23, 2012. The 26th amendment was made on June 17, 2013. The 27th amendment was made on June 4, 2014. The 28th amendment was made on June 3, 2015. The 29th amendment was made on May 31, 2016. The 30th amendment was made on June 21, 2019. The 31th amendment was made on May 27, 2020. The 32th amendment was made on May 24, 2022. The 33th amendment was made on May 29, 2024.

Appendix 2: Rules of Procedure for Shareholder Meetings

T3EX Global Holdings Corp.

Rules of Procedure for Shareholder Meetings

Article 1 The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 2 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Any change in the manner of holding a shareholders' meeting shall be resolved by the Board of Directors and shall be made at the latest before the mailing of the notice of the shareholders' meeting.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation 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 this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
- I. When a physical shareholders' meeting is held, it shall be distributed at the site of the shareholders' meeting.
- II. When a video-assisted shareholders' meeting is convened, it should be distributed at the site of the shareholders' meeting and transmitted electronically to the video conferencing platform.
- III. When convening a video shareholders' meeting, an electronic file should be sent to the video conferencing platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Company Act’s Article 185, paragraph 1, Securities and Exchange Act’s Article 26, paragraph 1, Article 43, paragraph 6, Regulations Governing the Offering and Issuance of Securities by Securities Issuers’ Article 23, paragraph 1, Article 60, paragraph 2 shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion;

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Shareholders could provide a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities, in view of the procedure, the number of proposals shall be limited to 1 pursuant to the provision set forth in Article 172-1 of the Company Act and other proposals will not be included.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the

proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 3 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If a shareholder wishes to attend a shareholders' meeting by video after the proxy form has been delivered to the Company, he/she shall give written notice of revocation to the Company two days prior to the shareholders' meeting; if the proxy is revoked after that date, the proxy shall be the one who attends and exercises the right to vote.
Article 4 The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
When the Company holds a video shareholders' meeting, the Company shall not be restricted from holding the aforementioned meeting.
Article 5 This Corporation shall specify in its shareholders meeting notices the time during which shareholders, requestors and proxies (hereinafter referred to as shareholders) attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel

assigned to handle the registrations.

The shareholders who have completed the check-in shall be deemed to be present in person at the shareholders' meeting.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

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

If a shareholders' meeting is held by video conference, shareholders who wish to attend by video should register with the Company two days prior to the shareholders' meeting. If a shareholders' meeting is held by video conference, the Company shall upload the meeting booklet, annual report and other relevant information to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting and continue to disclose them until the end of the meeting.

Article 6 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 6-1 The Company shall convene a video meeting of the shareholders' meeting by stating the following in the notice of the shareholders' meeting.

Shareholders' participation in video conferences and methods of exercising their rights.
The handling of obstacles to the video conferencing platform or video participation due to natural disasters, events or other force majeure circumstances, including at least the following:
(a) The time when the meeting is adjourned or reconvened due to the persistence of the pre-disruption and the date of the adjourned or reconvened meeting if it is necessary.
(b) Shareholders who have not registered to participate in the original shareholders' meeting by video are not allowed to participate in the adjourned or postponed meeting.

(c) If a video-assisted shareholders' meeting cannot be continued, the shareholders' meeting shall be continued if the total number of shares present reaches the legal quota for the shareholders' meeting after deducting the number of shares present at the shareholders' meeting by means of video, and the number of shares present at the shareholders' meeting by means of video shall be counted as the total number of shares present, and all motions at the shareholders' meeting shall be deemed to be abstained.

(d) In the event that all the motions have been announced but no provisional

motion has been made, the way to handle the situation. 3. Hold a video shareholders' meeting and include appropriate alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by video. Article 7 This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

If a shareholders' meeting is held by video conference, the Company shall keep records of the shareholders' registration, registration, attendance, questions, voting and the Company's vote counting results, and shall continuously and uninterruptedly record and video tape the entire video conference. The Company shall keep the aforementioned information and audio recordings for the duration of their existence, and shall provide the audio recordings to the person to whom the video conference is entrusted for retention.

If the shareholders' meeting is held by video conference, the Company is advised to record the operation interface of the backend of the video conference platform.

Article 8 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed and the number of shares reported to the video conferencing platform in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The Chair shall call the meeting to order at the appointed meeting time, and also announce the number of shares without voting rights and the number of shares in attendance and other information. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the shareholders' meeting is held by video conference, the Company shall also announce the

streaming meeting on the video conference platform of the shareholders' meeting.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. If a shareholders' meeting is held by video conference, shareholders who wish to attend by video shall re-register with the Company in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 9 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

he chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card

number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

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

If a shareholders' meeting is convened by video conference, shareholders participating by video may ask questions by text on the video conference platform after the chairman announces the opening of the meeting and before the meeting is adjourned, and the number of questions shall not exceed two for each motion, and each time shall be limited to 200 words.

If the aforementioned question does not violate the regulations or is within the scope of the motion, it is appropriate to disclose the question on the video conference platform of the shareholders' meeting for public information.

Article 11 Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

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

Article 12 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by video, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's

articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

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

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company convenes a shareholders' meeting by video conference, the shareholders participating by video shall vote on each motion and election motion through the video conference platform after the chairman announces the opening of the meeting, and shall complete the voting before the chairman announces the closing of the voting, and any delay shall be deemed as abstention.

If the shareholders' meeting is convened by video conference, the chairman shall announce the close of the voting and announce the voting and election results for a one-time vote count.

When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall deregister in the same manner as they registered two days prior to the shareholders' meeting; if they deregister afterwards, they may attend the shareholders' meeting by video only.

Those who exercise their voting rights by written or electronic means without revoking their intention and participate in the shareholders' meeting by video

means may not exercise their voting rights on the original motion or propose amendments to the original motion or exercise their voting rights on the amendments to the original motion, except for temporary motions.

Article 13 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, as well as the unelected as directors and the numbers of votes.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 14 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of this Corporation.
If a shareholders' meeting is convened by video conference, the minutes of the meeting shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and the minutes of the meeting, and the manner and circumstances under which the video conference platform or video participation may be obstructed due to natural disasters, events or other force majeure circumstances.

In addition to the aforementioned provisions, the Company shall convene a video shareholders' meeting and shall include in the minutes of the meeting alternative measures for shareholders who have difficulties in participating in

the shareholders' meeting by means of video. Article 15 On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If a shareholders' meeting is held by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose the information until the end of the meeting. The Company shall disclose the total number of shares of shareholders present on the video conference platform at the time of announcing the commencement of the shareholders' meeting when the Company convenes a video conference. The same applies if the total number of shares and voting rights of the shareholders present are also counted during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 16 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 17 When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act. Article 18 If a shareholders' meeting is held by video conference, the Company shall disclose the voting results and election results of each motion on the video conference platform of the shareholders' meeting immediately after the close of the voting, and shall continue to do so for at least fifteen minutes after the Chairman announces the adjournment of the meeting. Article 19 When the Company holds a video shareholders' meeting, the chairman and the recorder shall be present at the same place in the country, and the chairman shall announce the address of such place at the time of the meeting. Article 20 If a shareholders' meeting is held by video conference, the Company may provide a simple connection test for shareholders before the meeting and provide related services immediately before and during the meeting to assist in handling technical problems of communication. If a shareholders' meeting is convened by video conference, the chairman shall, at the time of announcing the meeting, separately announce that, except for the circumstances specified in Article 44-24 of the Guidelines Governing the Handling of Stock Issuances by Public Companies that do not require the adjournment or continuation of the meeting, if, before the chairman announces the adjournment of the meeting, an obstacle to participation on the video conference platform or by video message occurs due to a natural disaster, an event or other force majeure that lasts for more than 30 minutes, the date of the meeting shall be adjourned or renewed within five days, and the provisions of Article 182 of the Company Act shall not apply.

In the event of an adjournment or renewal of a meeting, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the adjourned or renewed meeting.

If a shareholder who has registered to attend the original shareholders' meeting by video message and has completed reporting to the meeting, but has not attended the postponed or adjourned meeting, the number of shares, voting rights and election rights exercised at the original shareholders' meeting shall be counted as the total number of shares, voting rights and election rights of shareholders attending the postponed or adjourned meeting.

If the shareholders' meeting is adjourned or reconvened in accordance with the second paragraph, it is not necessary to discuss and resolve again the motions for which voting and counting have been completed and the voting results or the election lists of directors and supervisors have been announced.

When the Company holds a video-assisted shareholders' meeting and the

second paragraph cannot be renewed, if the total number of shares present still reaches the quorum for the shareholders' meeting after deducting the number of shares present by video, the shareholders' meeting shall continue without any adjournment or renewal of the meeting in accordance with the second paragraph.

In the event that a meeting should be continued, the number of shares attended by shareholders participating in the meeting by way of video shall be counted as the total number of shares of shareholders present, but shall be deemed to be abstained for all motions at that meeting.

If the Company adjourns or renews a meeting in accordance with the second paragraph, the Company shall comply with the provisions set forth in Article 44, Paragraph 27 of the Guidelines Governing the Handling of Stock Issued to Public Companies, and shall complete the relevant preliminaries in accordance with the date of the original shareholders' meeting and the provisions of each such Article.

If a public company attends a shareholders' meeting using the period specified in the latter paragraph of Article 12 and Item 3 of Article 13 of the Rules Governing the Use of Proxy Forms, Article 44-5, Item 2, Article 44-15 and Article 44-17, Item 1 of the Guidelines Governing the Handling of Stock Issued to Public Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Item 2. The chairman and the recorder shall be present at the same place in the ROC when the Company holds a video shareholders' meeting, and the chairman shall announce the address of such place at the time of the meeting.

Article 21 When the Company holds a video shareholders' meeting, the Company shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting by means of video.

Article 22 These Rules shall take effect after having been submitted to and approved by a board of meeting and shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

Article 23 The rules mandated on June 30, 2005. The first modification was on June 6, 2012.

The second modification was August 23, 2012. The third modification was on June 3, 2015. The forth modification was on June 21, 2019. The fifth modification was on May 27, 2020. The sixth modification was on August 17, 2021. The seven modification was on May 29, 2023.

Appendix 3: Shareholdings of Directors

T3EX Global Holdings Corp Shareholdings of Directors

As of 03/31/2024, all directors minimum shareholding number and actually registered holding shares.

	shares.	shares.
	Title		Minimum number of shares to be held			Shares actually held in share register
	Directors		10,754,343				20,604,388
	2. As of 03/31/2024, table of		shares held by all directors
Position		Name	Date elected	Term (year)	Sharehold ing while elected		Current shareholding		Remarks
					Shares		Shares	Shareholding ratio
President		David Yen	2022.05.24	3	900,285		900,285	0.63%
Director		WPG Holdings representative: Simon Huang	2022.05.24	3	11,588,907		11,588,907	8.08%
Director		Benison Hsu	2022.05.24	3	1,200,999		1,200,999	0.84%
Director		Jack Lai	2022.05.24	3	2,125,013		2,125,013	1.48%
Director		YI-WEI Investment Representative: Tony Lin	2022.05.24	3	2,122,184		3,259,184	2.27%
Director		Chang-Long Investment Representative: Carl Wei	2022.05.24	3	1,130,000		1,530,000	1.07%
Independent Director		Li-Chiu Chang	2022.05.24	3	－		－	－
Independent Director		Jeff Lin	2022.05.24	3	－		－	－

Position	Name	Date elected	Term (year)	Sharehold ing while elected	Current shareholding	Current shareholding	Remarks
				Shares	Shares	Shareholding ratio
Independent Director	Shen-Li Liao	2022.05.24	3	－	－	－
Total				19,067,388	20,604,388	14.37%	－

AI assistant

T3EX — AGM Information 2024

52176_rns_2024-12-05_5b926dcc-7fba-43cf-a81f-81c6bbcfd47c.pdf

T3EX Global Holdings Corp. 2024 Annual Meeting of Shareholders

(Translation)

Meeting Agenda Handbook

MEETING TIME: 05, 29, 2024

PLACE: HNBK International Convention Center 2F Hall

T3EX Global Holdings Corp.

2. Chairman’s Address

4. Proposed Resolutions

II. Agenda of Annual Meeting of Shareholders:

1. Report Items

2. Proposed Resolutions

3. Discussion Items

4. Extempore Motion

5. Meeting Adjourned

1.Report Items

 Report No.1

Explanation:

 Report No.2

Explanation:

 Report No.3

Explanation:

 Report No.4

Explanation:

 Report No.5

Explanation:

 Report No.6

Explanation:

2.Proposed Resolutions

(1) Proposal: (Proposed by the Board)

Resolution:

(2) Proposal: (Proposed by the Board)

T3EX Global Holdings Corp. Profit Distribution Table Year 2023

3.Discussion Items

(1) Proposal: (Proposed by the Board)

Explanation:

(2) Proposal: (Proposed by the Board)

Explanation:

4.Extempore Motion

5.Meeting Adjourned

Attachment 1: 2023 Business Report

2023 Performance Review:

Outlook for 2024

(1) Sea freight Department Business: ：

(2) Air freight Department Business: ：

(3) Domestic Logistic Department Business: ：

(4) Rail Freight Department Business: ：

(5) Supply Chain Financing Department Business: ：

The Group's future development and strategy: ：

Attachment 2: Audit Committee’s Review Report

T3EX Global Holdings Corp. Audit Committee’s Review Report

Attachment 3: Financial Statement

Independent Auditors’ Report

To the Board of Directors of T3EX Global Holdings Corp. Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

How the matter was addressed in our audit:

2. Goodwill and other intangible assets impairment assessment

Description of key audit matter:

How the matter was addressed in our audit:

3. Accounts receivable evaluation

Description of key audit matter:

How the matter was addressed in our audit:

Other Matter

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

T3EX GLOBAL HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

T3EX AGM Information 2024