TA YIH — AGM Information 2021

Aug 9, 2021

Stock Code: 1521

TA YIH INDUSTRIAL CO., LTD.

2021 Annual Shareholders’ Meeting

Meeting Agenda

(Translation)

Meeting Time：9:00 a.m., June 22, 2021 (Tuesday) Location：National Tainan Living Art Center(3F , No. 34, Section 2, Zhonghua West Road, Tainan, Taiwan)

Table of Contents

I‧	Meeting Procedure……………………………………………. …	1
II‧	Meeting Agenda………………………………………………. ….	2
	1. Declaring the Meeting Open……………………………… …	3
	2. Speech by Chair……………………………………………. …	3
	3. Report Items…....………………………………………………	3
	4. Proposed Resolutions………………………………………. ..	3
	5. Questions and Motions……………….……………………….	4
	6. Adjournment…………………………………………………….	4
III‧	Attachment
	1. Business Report………………………………………………..	5
	2. Audit Committee's Review Report……………………………	8
	3.Auditors’ Report and Financial Statements of 2020...........	9
	4. Statement of Earning Distribution of 2020….……………….	29
IV‧	Appendix
	1. Shareholdings of All Directors……………..………………….	30
	2. Articles of Incorporation……………………………………….	31
	3. Rules for Shareholders’ Meetings……………………………	35

Ta Yih Industrial Co., Ltd.

2021 Annual Shareholders’ Meeting

Meeting Agenda

1. Declaring the Meeting Open

2. Speech by Chair

3. Report Items

4. Proposed Resolutions

5. Questions and Motions

6. Adjournment

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Ta Yih Industrial Co., Ltd.

2021 Annual Shareholders’ Meeting Meeting Agenda

1. Time: 9:00 a.m., 22 June 2021 (Tuesday)

2. Location: Reference Room on 3F, National Tainan Living Art Center (No. 34, Sec. 2, Zhonghua W. Road, Tainan , Taiwan)

The number of shares hold by the shareholders present is reported and the chair declares the meeting open.

2. Speech by Chair

3. Report Items

• (1) To report the business of 2020

• (2) Audit Committee’s review report

• (3) To report 2020 employees’ profit sharing

• Proposed Resolutions

• (1) To accept 2020 Business Report and Financial Statements

• (2) To accept 2020 earnings distribution

• Questions and Motions

6. Adjournment

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Agenda

1. The number of shares hold by the shareholders present is reported and the chair declares the meeting open.

2. Speech by Chair

3. Report Items

Motion 1

Subject：To report the business of 2020

Explanation：The business report has been attached. (Please refer to ～ pages 5 7 of the manual.)

Motion 2

Subject：Audit Committee’s review report

Explanation：Audit Committee’s review report has been attached. (Please refer to page 8 of the manual.)

Motion 3

Subject：To report 2020 employees’ profit sharing

• Explanation：1. Subject to Article 30-1 of the Articles of Incorporation, the Company shall set aside no less than 1% of its profit to be the employees’ remuneration if there is any profit in the current year, and the remuneration shall be distributed in the form of stocks or cash. However, in case of any accumulated loss of the Company, an amount shall be retained in advance to make up the loss before the employees’ remuneration is set aside at the percentage mentioned above. The distribution of employees’ remuneration shall be reported at the annual shareholders' meeting.

• The board of directors of the Company resolved on Mar. 24, 2021 to set aside 1% of the profit to be the employees’ remuneration. The total amount of employees’ remuneration was NT$1,804,472 and was fully distributed in cash.

4. Proposed Resolutions

Motion 1 (Proposed by the board of directors)

Subject：To accept 2020 Business Report and Financial Statements.

• Explanation：1. The Company’s financial statements and business report of 2020 are approved by the resolution of its board of directors.

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1. The aforementioned financial statements have been audited and certified by Chi-Chen Li and Chao-Chin Yang, CPAs of Deloitte Taiwan, and have been submitted, together with the business report, to and audited by Audit Committee. Please recognize. (Please ～ ～

refer to pages 5 7 and 9 28 of the manual.)

Resolution：

Motion 2 (Proposed by the board of directors)

Subject：To accept 2020 earnings distribution.

• Explanation：1. The Company’s earning distribution of 2020 has been approved by the board of directors and audited by Audit Committee. Please recognize. (Please refer to page 29 of the manual.)

• In addition to the legal reserve in an amount of NT$15,963,906 proposed by the board of directors, the cash dividends NT$1.3 per share are also distributed. The total amount of distributed cash dividends is NT$99,099,000.

• The amount of cash dividends to be distributed this time is sounded down to an integer, and the total of fractional amounts is included into other incomes of the Company.

• For the distribution of cash dividends, the board of directors is authorized to determine the record date and the date of cash dividend distribution.

Resolution：

1. Questions and Motions

2. Adjournment

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Attachment 1.

Ta Yih Industrial Co., Ltd. Business Report

I. Business Report of 2020：

(1) Business Result：

Due to the impact of the Covid-19 pandemic, the net operating income of 2020 was NT$4,797,165 thousand. It was NT$593,031 thousand less than that of 2019, which was NT$5,390,196 thousand. The pre-tax income of 2020 was NT$178,629 thousand. It decreased by NT$269,722 thousand, compared with that of 2019, which was NT$448,351 thousand.

• (2) Comparison table for operating income and pre-tax income of 2020 and 2019：

Unit: NT$1,000

Year	2020	2019	Amount increasing /	Increase / Decrease
Net operating income	4,797,165	5,390,196	~~d~~ ~~i~~ (－) 593,031	~~%~~ (－) 11.0%
Net operating profit	186,734	411,978	(－) 225,244	(－) 54.7%
Pre-tax income	178,629	448,351	(－) 269,722	(－) 60.2%
Net income after tax	159,750	360,457	(－) 200,707	(－) 55.7%
EPS after tax (NTD/share)	2.10	4.73	(－) 2.63	(－) 55.7%

• (3) The net income after tax of 2020 was NT$159,750 thousand and EPS was NT$2.10. The profit margin was 3.3%. The return on assets and the return on equity were 4.43% and 8.72% respectively.

II. Overview of Business Plan of 2021：

(1) Business Strategy

• 1.With the customer-first spirit, expand business domestically and overseas.

• 2.Cultivate management and technical talents and optimize the product development system.

• 3.Strengthen production management systems and production technology and capacity, and establish a zero waste plant.

• 4.Comply with standards consistently, reduce cost of poor quality, and enhance satisfaction of customers.

• 5.Protect environment and employees’ health and perform corporate social responsibility.

• (2) Expected Sales Volume and Ground for the Expectation

• 1.Expected sales volume：About 450 ~ 460 thousand automobiles to be sold domestically

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  - 2.Ground：As planned based on the plan of the plant

• (3) Important Production and Marketing Policies

  • 1.Secure orders to be placed by domestic customers for

    • automobiles and expand the market of motorcycles progressively.

  • 2.Strive for orders for car lights and molds to be placed by Koito Group.

  • 3.Analyze and master the cost of car lights and molds in the plant and take actions to improve their weaknesses

  • 4.Conduct mass production of medium sized VA/VE continuously and reduce production cost.

  • 5.Promote the TPS production system to build a zero waste production management system.

• III. Future Corporate Development Strategies：

• (1) Enhance added value for products and strive to get orders of products from domestic customs to increase the sales figures.

• (2) Enhance satisfaction of customers consistently and expand European market progressively.

• (3) Develop improvement projects and conduct energy saving activities to reduce consumption of energy resources as well as production cost.

• (4) Familiarize with environmental safety regulations and information, strengthen the resource and energy management mechanism, and develop various waste reduction programs.

• IV. Influence of External Competition, Legal Requirements and Overall Business Environment：

Looking back in 2020, we were materially impacted by the Covid-19 pandemic in the global auto industry. Even though Taiwan properly prevented the pandemic from spreading widely, yet our orders from overseas customers were still sharply reduced in the first half year of 2020 due to the global economic recession. The overall revenue of 2020 therefore dropped by 11% compared with that of 2019.

The impact of the pandemic has still existed this year, but each countrys’concept of the pandemic prevention has been enhanced and Covid-19 vaccines have also been developed maturely. We believe that the pandemic will be controlled. With the forecast of a strong economic recovery and the extension of the government policy of subsidizing the purchase of a new car to replace the existing one, it is expected that the domestic automobile sales volume will still be from 450 to 460 thousand, almost the same as that of last year. As for the exportation, we intend to not only strive for domestic and overseas orders from Kioto Group, but also develop the markets in North America and Europe continuously to get new customers and more orders of new model lights and molds. Moreover, to enhance production efficiency and reduce production cost, the Company will continuously conduct various improvement activities for cost rationalization.

In the coming future, the Company will fulfill corporate governance,

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perform corporate social responsibility and invest in research and development consistently. In addition, with the corporate philosophy of sincerity and sustainable development, the Company, supported by all of you as shareholders and led by the excellent management team, guarantees its stable growth and will create reasonable profits and values for shareholders, employees and the society. We hope that all of you as shareholders can support, encourage and direct us as usual.

We wish you, ladies and gentlemen, good heath and the best of luck.

Ta Yih Industrial Co., Ltd.

Chairman：Wu Chun-I

Manager：Feng Shih-Chung

Accounting Manager：Wang Hung-Chi

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Attachment 2.

Ta Yih Industrial Co., Ltd.

Audit Committee’s review report

The financial statements of 2020 (including the consolidated financial statements) prepared by the board of directors have been certified by Chao-Chin Yang and Chi-Chen Li, CPAs of Deloitte Taiwan. We have audited these statements as well as the business report and the statement of earning distribution, and believe that they are prepared in accordance with applicable laws. Therefore, we hereby submit these documents for approval in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

This is submitted to

Annual Shareholders' Meeting of Ta Yih Industrial Co., Ltd. in 2021

：Wu Wan-I

Mar. 24, 2021

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Attachment 3.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Ta Yih Industrial Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Ta Yih Industrial Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matter

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. This matter was addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Key audit matter in the audit of the Group’s consolidated financial statements for the year ended December 31, 2020 is as follows:

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Sales Revenue

The operating revenue of Ta Yih Industrial Co., Ltd. and its subsidiaries mainly manufactures and sells automobile and locomotive lamps. The changes come from the rise and fall of a particular customer, and whether the revenue is actually incurred is a predetermined risk in the Statement of Auditing Standards, therefore; the revenue of the particular customer has been identified as a key audit matter. Operating revenue of accounting Policies refer to Table 4.

Our audit procedures performed in respect of the above key audit matter included the following:

1. To understand and test the effectiveness of revenue recognition related to internal control.

2. To perform sales revenue substantive tests, check the customer's delivery record and other transaction vouchers and bank collection records, and check whether the collection objects are consistent with the counterparty, to confirm whether the sales actually happened.

Other Matter

We have also audited the standalone financial statements of Ta Yih Industrial Co., Ltd. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and 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 supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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.

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

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

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

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

6. Obtain sufficient and appropriate audit evidence regarding the financial information of 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 a matter that was of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and is therefore the key audit matter. We describe this matter 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.

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The engagement partners on the audit resulting in this independent auditors’ report are Chi-Chen Li and Chao-Chin Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 24, 2021

Notice to Readers

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

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

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 20 and 27) OPERATING COSTS (Notes 8, 18, 21 and 27) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 7, 18, 21 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 21 and 27) Interest income Other income Other gains and losses Share of profit or loss of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 20) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 18)		2020 Amount % $ 4,797,165 100 4,125,419 86 671,746 14 (1,327) - 3,115 - 673,534 14 159,570 3 147,240 3 178,836 4 1,154 - 486,800 10 186,734 4 173 - 104,697 2 (45,347) (1) (67,628 ) (1 ) (8,105 ) - 178,629 4 18,879 1 159,750 3 (138) -		2019
				Amount % $ 5,390,196 100 4,423,289 82 966,907 18 (3,008) - 3,971 - 967,870 18 184,519 4 170,716 3 199,992 4 665 - 555,892 11 411,978 7 420 - 76,113 2 (41,676) (1) 1,516 - 36,373 1 448,351 8 87,894 1 360,457 7 (6,792) - (Continued)

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 22) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4 and 22) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company EARNINGS PER SHARE (New Taiwan dollars, Note 21) Basic Diluted		2020 Amount % 27 - (111 ) - 4,866 - (969 ) - 3,897 - 3,786 - $ 163,536 3 $ 159,750 3 $ 163,536 3 $ 2.10 $ 2.09		2019
				Amount % 1,358 - (5,434 ) - (15,530) (1) 3,062 - (12,468 ) (1 ) (17,902 ) (1 ) $ 342,555 6 $ 360,457 7 $ 342,555 6 $ 4.73 $ 4.72
		$		$
		$		$
		$		$

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

(Concluded)

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Share of profits of associates Loss on disposal of property, plant and equipment, net Provision for loss on inventories Unrealized gain on transactions with associates Realized gain on transactions with associates Net loss on foreign currency exchange Gain on disposal of right-of-use assets Changes in operating assets and liabilities: Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Notes payable to related parties Accounts payable Accounts payable to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Other non-current assets Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Payments for property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets	2020 $ 178,629 137,185 11,251 1,154 - 2,776 (173) 67,628 125 5,356 1,327 (3,115) 395 (2) 3,163 (15,551) (135,571) 1,164 12,004 (135,854) 240,905 (6,992) (154,226) (140,571) (1,005) 185,407 14,491 (30,448) 3,461 193 (36,970) 38 206,174 173 (2,699) (11,240 ) 192,408 - - (181,939) (1,603) 3,303 (20,051 )	2019 $ 448,351 131,369 - 665 (1) 1,617 (420) (1,516) 157 2,744 3,008 (3,971) 13,825 (11) 1,354 (188,336) 97,812 709 16,627 (29,298) (138,302) 9,843 (9,925) 50,246 (5,432) 46,893 14,608 7,024 (2,211) 194 (29,925) 81 437,779 420 (1,277) (47,688 ) 389,234 (10,000) 10,001 (111,101) (3,624) 4,502 -

(Continued)

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short - term bills payable Repayments from short - term bills payable Proceeds from guarantee deposits received Refunds of guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends Unclaimed cash dividends overdue transferred to capital surplus Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2020 (200,290 ) 2,146,454 (1,802,772) 420,000 (420,000) - - (13,679) (304,920) 96 25,179 (47 ) 17,250 90,914 $ 108,164	2019 (110,222 ) 836,026 (836,026) - - 80 (30) (12,842) (289,674) 131 (302,335 ) (23 ) (23,346) 114,260 $ 90,914

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

(Concluded)

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The Board of Directors and Shareholders Ta Yih Industrial Co., Ltd.

Opinion

We have audited the accompanying standalone financial statements of Ta Yih Industrial Co., Ltd. (the “Company”), which comprise the standalone balance sheets as of December 31, 2020 and 2019, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2020 and 2019, and its standalone financial performance and its standalone 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the standalone financial statements for the year ended December 31, 2020. This matter was addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Key audit matter in the audit of the Company’s standalone financial statements for the year ended December 31, 2020 is as follows:

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The operating revenue of Ta Yih Industrial Co., Ltd. mainly manufactures and sells automobile and locomotive lamps. The changes come from the rise and fall of a particular customer, and whether the revenue is actually incurred is a predetermined risk in the Statement of Auditing Standards, therefore; the revenue of the particular customer has been identified as a key audit matter. Operating revenue of accounting Policies refer to Table 4.

Our audit procedures performed in respect of the above key audit matter included the following:

1. To understand and test the effectiveness of revenue recognition related to internal control.

2. To perform sales revenue substantive tests, check the customer's delivery record and other transaction vouchers and bank collection records, and check whether the collection objects are consistent with the counterparty, to confirm whether the sales actually happened.

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

Management is responsible for the preparation and fair presentation of the standalone 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 standalone financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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 supervisors, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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 standalone financial statements.

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

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

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

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

2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

4. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision, and performance of the Company 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 a matter that was of most significance in the audit of the standalone financial statements for the year ended December 31, 2020 and is therefore the key audit matter. We describe this matter 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.

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The engagement partners on the audit resulting in this independent auditors’ report are Chi-Chen Li and Chao-Chin Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 24, 2021

Notice to Readers

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

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

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23

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 19 and 26) OPERATING COSTS (Notes 8, 17, 20 and 26) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 7, 17, 20 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 20 and 26) Interest income Other income Other gains and losses Share of profit or loss of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 21) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 17)		2020 Amount % $ 4,797,165 100 4,125,419 86 671,746 14 (1,327) - 3,115 - 673,534 14 159,570 3 147,185 3 178,836 4 1,154 - 486,745 10 186,789 4 171 - 104,697 2 (45,347) (1) (67,681 ) (1 ) (8,160 ) - 178,629 4 18,879 1 159,750 3 (138) -		2019
				Amount % $ 5,390,196 100 4,423,289 82 966,907 18 (3,008) - 3,971 - 967,870 18 184,519 4 170,674 3 199,992 4 665 - 555,850 11 412,020 7 415 - 76,113 2 (41,676) (1) 1,479 - 36,331 1 448,351 8 87,894 1 360,457 7 (6,792) - (Continued)

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 21) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4 and 21) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (New Taiwan dollars, Note 22) Basic Diluted		2020 Amount % 27 - (111 ) - 4,866 - (969 ) - 3,897 - 3,786 - $ 163,536 3 2020 $ 2.10 $ 2.09		2019
				Amount % 1,358 - (5,434 ) - (15,530) (1) 3,062 - (12,468 ) (1 ) (17,902 ) (1 ) $ 342,555 6 2019 $ 4.73 $ 4.72
		$		$

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

(Concluded)

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Share of profits of subsidiaries and associates Loss on disposal of property, plant and equipment, net Provision for loss on inventories Unrealized gain on transactions with associates Realized gain on transactions with associates Net loss on foreign currency exchange Gain on disposal of right-of-use assets Changes in operating assets and liabilities: Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Notes payable to related parties Accounts payable Accounts payable to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Other non-current assets Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES	2020 $ 178,629 137,185 11,251 1,154 - 2,776 (171) 67,681 125 5,356 1,327 (3,115) 395 (2) 3,163 (15,551) (135,571) 1,164 12,004 (135,854) 240,905 (6,992) (154,226) (140,571) (1,005) 185,407 14,491 (30,448) 3,461 193 (36,970) 38 206,229 171 (2,699) (11,240 ) 192,461	2019 $ 448,351 131,369 - 665 (1) 1,617 (415) (1,479) 157 2,744 3,008 (3,971) 13,825 (11) 1,354 (188,336) 97,812 709 16,627 (29,298) (138,302) 9,843 (9,925) 50,246 (5,432) 46,893 14,608 7,024 (2,211) 194 (29,925) 81 437,821 415 (1,277) (47,688 ) 389,271

(Continued)

• 27 -

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Payments for property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short-term bills payable Repayments of short-term bills payable Proceeds from guarantee deposits received Refunds of guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends Unclaimed cash dividends overdue transferred to capital surplus Net cash generated from (used in) financing activities NET INCREASE (DECREASE) IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2020 - - (181,939) (1,603) 3,303 (20,051 ) (200,290 ) 2,146,454 (1,802,772) 420,000 (420,000) - - (13,679) (304,920) 96 25,179 17,350 89,954 $ 107,304	2019 (10,000) 10,001 (111,101) (3,624) 4,502 - (110,222 ) 836,026 (836,026) - - 80 (30) (12,842) (289,674) 131 (302,335 ) (23,286) 113,240 $ 89,954

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

(Concluded)

• 28 -

Attachment 4.

Ta Yih Industrial Co., Ltd.

Statement of Earning Distribution of 2020

Unit: NTD

	Unit: NTD	Unit: NTD
Item	Amount
Undistributed earnings at the beginning of the year Net profit of 2020 Less：Remeasurement of defined benefit plans recognized in retained earnings Distributable earnings for the current year Less：10% legal reserve allocated Distributable earnings for the year Distributions： Dividends to shareholders (cash) (Note 1) Undistributed earnings at the end of the year	159,749,946 (110,890)	95,506,096 159,639,056
		(15,963,906)
		239,181,246 (99,099,000)
		140,082,246

(Note 1) Earnings for 2020 have been preferentially distributed this time.

Chairman：Wu Chun-I Manager：Feng Shih-Chung Accounting Manager：Wang Hung-Chi

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Appendix 1.

Shareholdings of All Directors

		Record Date：Apr. 24, 2021	Record Date：Apr. 24, 2021
Title	Name	Number of Shares Held
		Number of Shares	Rate of Shareholding
Chairman	Ding Wan Investment and Industrial Co., Ltd. Representative: Wu Chun-I	10,000	0.02％
Vice Chairman	Koito Manufacturing Co., Ltd. Representative: WATANABE MASAMI	24,774,750	32.50％
Director	Koito Manufacturing Co., Ltd. Representative: KONAGAYA HIDEHARU
Director	Koito Manufacturing Co., Ltd. Representative: YAMAMOTO KAKUYA
Director	Wu Yu-Hsien	25,101	0.03％
Director	Wu Cheng-Yuan	0	0.00％
Independent Director	Wu Wan-I	0	0.00%
Independent Director	Chen Hsiu-Fon	0	0.00%
Independent Director	Ding Ze-Xiang	0	0.00%
Minimum number of shares held by all directors accordingto the law		6,098,400	8.00% of total shares
Number of shares held by all directors		24,809,851	32.55% of total shares

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Appendix 2.

Ta Yih Industrial Co., Ltd. Corporate Charter

Chapter 1 General Article 1: The Company is organized in accordance with the provisions regarding stock limited companies under the Company Act and is named “Ta Yih Industrial Co, Ltd.” Article 2: The Company operates the following businesses: 1. Manufacturing, sale, import and export trading business of vehicles, motorcycles, and hardware parts. 2. Manufacturing, processing, and sales business of airplane parts and vessel parts. 3. Manufacturing, processing, and sales business of transportation machinery and parts.

1. Manufacturing, sales, process, import and export business of lighting machinery, modules, and relevant equipment. 5. Rail vehicles and parts manufacturing business. 6. Rail vehicles and parts wholesale business. 7. Industrial plastics product manufacturing business. 8. Optic instruments manufacturing business. 9. Precision instruments wholesale business. Article 2-1: The Company may provide guarantees for and invest in other companies as required for its business. The amount of investment may exceed 40% of its paid-in capital. Article 3: The Company has its headquarters in Tainan City. Article 4: The Company makes public announcements in accordance with Article 28 of the Company Act.

		Chapter 2 Shares
Article	5:	The Company’s total capital is Seven Hundred Sixty Two Million Three Hundred Thousand
		NT Dollars, divided into Seventy Six Million Two Hundred Thirty Thousand shares, at NT$10
		per share, which are issued in the full amount.
Article	6:	All of the Company’s shares are registered shares, to be affixed with the signatures or
		seals of the directors representing the Company and issued after certification by in
		accordance with the law. The shares may also be issued without share certificates.
Article	6-1:	There is no obligation to print share certificates for the Company’s shares. However, the
		Company shall designate a securities custodian organization.
Article	7:	Shareholders shall provide their true names and addresses to the Company. Sample seal cards
		shall be completed and provided to the Company for safekeeping. The loss of any sample seal
		shall be handled in accordance with the Regulations Governing the Administration of
		Shareholder Services of Public Companies.
Article	8:	Upon any share transfer, the transferor and the transferee shall complete a share transfer form
		and submit it together with the share certificate to the Company to seek transfer registration.
		The transfer may only be used against the Company after it has been registered in the
		shareholder register.
Article	9:	If any share certificate is lost or damaged, it shall be declared lost and re-issued in accordance
		with the Regulations Governing the Administration of Shareholder Services of Public
		Companies.
Article	10:	The Company may collect an administrative charge upon re-issuance or replacement of new
		share certificates.
Article	11:	Share transfer registration shall be suspended for the period of 60 days before any general
		shareholders’ meeting, 30 days before any special meeting, or 5 days before the record date for
		the distribution of dividends, bonuses, or other benefits determined by the Company.
		Chapter 3 Shareholders’ Meetings
Article	12:	Shareholders’ meetings are divided into general meetings and special meetings. General
		meetings are held once every year within 6 months from the end of each accounting year.
		Notice shall be given to each shareholder 30 days in advance. Special meetings are held as
		required in accordance with the law. Notice shall be given to each shareholder 15 days in

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		advance.
Article	13:	Any shareholder who cannot attend a shareholders’ meeting due to any reason may issue a
		proxy, specifying the scope of authorization, to designate a representative to attend the meeting
		on its behalf.
Article	14:	The chairman shall chair shareholders’ meetings. If the chairman is absent, the vice chairman
		shall chair the meeting. If the vice chairman is absent, the chairman shall designate one director
		to act on his behalf. If there is no such designation, one director shall be appointed from among
		themselves.
Article	15:	The shareholders of the Company are entitled to one voting right per share held.
Article	16:	Unless otherwise provided by the Company Act, shareholder resolutions shall be approved by
		shareholders representing the majority of voting rights represented in a meeting that is attended
		by shareholders representing the majority of all outstanding shares.
Article	17:	Matters resolved in shareholders’ meetings shall be recorded in minutes, which shall be affixed
		with the signature or seal of the chairman and distributed to each shareholder within 20 days
		after the meeting. The minutes may be distributed through public announcements.
		The minutes shall record the year, month, date, location of the meeting, the chairman’s name,
		manner of resolution, main proceedings and the results, and shall be kept permanently during
		the period of existence of the Company.
		Signature sheets for attending shareholders and proxies shall be kept for at least one year,
		provided that if any shareholder files a lawsuit in accordance with Article 189 of the Company
		Act, these documents shall be kept until the end of the lawsuit.
		Chapter 4 Board of Directors
Article	18:	The Company has 9 directors, to be elected by the shareholders’ meeting from among
		persons with legal capacities. Their terms shall be 3 years and the same person may be
		re-elected upon expiry of the term.
		Among the directors under the previous paragraph, there shall be at least 3 independent
		directors.
		Directors shall be elected through the candidate nomination system in accordance with
		Article 192-1 of the Company Act. Non-independent directors shall be elected together
		with the independent directors. The persons who have received the votes representing the
		highest number of voting rights shall be elected as non-independent directors and
		independent directors, respectively, in accordance with the respective number of seats
		available.
		The professional qualifications, nomination and election manners and other matters of
		compliance for independent directors shall be governed by the applicable laws such as the
		Company Act and the Securities Exchange Act.
		The total number of shares of the Company to be held by all directors shall be established
		based on the standards under the Rules and Review Procedures for Director and
		Supervisor Share Ownership Ratios in Public Companies promulgated by the competent
		securities authority.
		The Company has an audit committee in accordance with Article 14-4 of the Securities and
		Exchange Commission, which is composed of all independent directors which is
		responsible for performing the duties that should be performed by supervisors in
		accordance with the Company Act, the Securities and Exchange Act and other laws.
Article	19:	If the current term of a director has expired but a re-election has not been held in time, the
		duties of the director shall be extended until the time when the re-elected director starts
		their term.
Article	20:	The directors constitute the board of directors. One person shall be elected from among
		themselves to serve as the chairman and another person as the vice chairman. The chairman
		acts as the Company’s representative.
Article	21:	When there is more than 1/3 vacancy in board seats, the board of directors shall convene
		a shareholders meeting to fill the seats in accordance with the law and the term shall be
		until the end of the original term.
Article	21-1:	To convene a board meeting, the agenda shall be specified and a notice shall be given to
		each director 7 days in advance. However, a meeting may be held at any time in case of an
		emergency.The meeting notice and the agenda under the previous paragraph may be sent
		in writing, by email, or by fax.
Article	22:	Board meetings are held once every quarter. A special meeting may be held if the chairman

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deems it necessary or upon the request of 4 or more directors. The chairman shall chair the special meetings. If the chairman is on leave or cannot perform their duties due to any reason, the vice chairman shall chair the meeting. If the vice chairman is on leave or cannot perform their duties due to any reason, the chairman shall designate one director to act on their behalf. If there is no such designation, one director shall be appointed from among themselves. Article 23: Unless otherwise provided under the Company Act or by the Company, board meeting shall be approved by a majority of the directors present in a meeting that is attended by a majority of the directors. Any director who cannot attend a meeting in person due to any reason may designate another director to act on his/her behalf. Any director participating in a meeting through video conference shall be deemed to have participated in person. When a director designates another director as his/her representative to attend a board meeting, a proxy shall be issued each time, specifying the scope of authorization in relation to the agenda. The proxy holder under the previous two paragraphs shall not represent more than one other person. Article 24: Matters resolved in board meetings shall be recorded in minutes, which shall be affixed with the signature or seal of the chairman and distributed to each director within 20 days after the meeting. The minutes shall record the main proceedings of the meeting and the results. The minutes shall be kept in the Company together with the signature sheets of the attending directors and the proxies. Article 25: delete. Article 26: The remuneration for all directors and the president shall be determined by the board of directors based on the common standards of the industry. Chapter 5 Managers and Staff Article 27: The Company may have one president and several vice presidents, assistant managers, and managers. Other than the managers, who shall be hired and dismissed by the board of directors, the hiring and dismissal of such persons shall be subject to the approval by the majority of all directors, provided that the nominations shall be made by the president. Article 28: The Company may, through board resolution in accordance with Article 23 of the Articles of Association, hire consultants or important staff. Article 29: The other staff of the Company shall be hired and dismissed by the president and filed with the board of directors for reference. Chapter 6 Closing Article 30: At the end of each accounting year of the Company, the board of directors shall prepare below statements, submit them to the audit committee for audit and issuance of a report 30 days before the general shareholders meeting and then further submit them to the general shareholders meeting for approval. 1. Business report. 2. Financial statements. 3. Profit sharing or loss compensation proposal. Article 30-1: If the Company has profit in the current year, at least 1% shall be provided as employee remuneration, to be distributed in stock or in cash through board resolution. However, if the Company has accumulated losses, the amount of compensation shall be reserved before provision of the employee remuneration based on the above ratio. The employee remuneration distribution proposal shall be reported to the general shareholders’ meeting. Article 31: In consideration of the future funding needs and long-term financial planning for the Company, if there is profit after annual closing, after paying profit-seeking enterprise income tax and compensating losses from the past years, 10% of the balance amount shall be provided as legal reserve and a special reserve shall be provided for the amount of decrease in the shareholders’ equity in the current year. The balance, if any, shall be combined with the accumulated non-distributed profit from the last year for the profit distribution proposal to be made by the board of directors, which shall be submitted to the general shareholders’ meeting for resolution before distribution. Among the above, the shareholder dividend shall not be less than 50% of the distributable profit of the current year and the cash dividend shall not be less than 50% of the total shareholder dividend.

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Chapter 7 Miscellaneous Article 32: The organizational charter and bylaws of the Company shall be further established. Article 33: Any matter that is not fully stipulated in these Articles of Association shall be governed by the Company Act and other laws. Article 34: These Articles of Association were established on 14 December 1975. The first amendment was made on 19 February 1976. The second amendment was made on 15 December 1977. The third amendment was made on 12 May 1979. The fourth amendment was made on 15 August 1980. The fifth amendment was made on 25 July 1981. The sixth amendment was made on 20 July 1982. The seventh amendment was made on 5 August 1983. The eighth amendment was made on 29 August 1983. The ninth amendment was made on 3 December 1983. The tenth amendment was made on 21 November 1985. The eleventh amendment was made on 21 April 1986. The twelfth amendment was made on 15 June 1988. The thirteenth amendment was made on 10 August 1988.: The fourteenth amendment was made on 24 May 1990. The fifteenth amendment was made on 10 December 1990. The sixteenth amendment was made on 15 May 1991. The seventeenth amendment was made on 8 April 1992. The eighteenth amendment was made on 13 September 1993. The nineteenth amendment was made on 24 September 1993. The twentieth amendment was made on 11 November 1993. The twenty-first amendment was made on 13 May 1994. The twenty-second amendment was made on 29 May 1995. The twenty-third amendment was made on 6 March 1996. The twenty-fourth amendment was made on 4 June 1998. The twenty-fifth amendment was made on 15 June 1999. The twenty-sixth amendment was made on 20 June 2000. The twenty-seventh amendment was made on 7 June 2001. The twenty-eighth amendment was made on 28 June 2002. The twenty-ninth amendment was made on 13 June 2007. The thirtieth amendment was made on 14 June 2010. The thirty-first amendment was made on 18 June 2012. The thirty-second amendment was made on 13 June 2016. The thirty- third amendment was made on 12 June 2020.

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Appendix 3.

Ta Yih Industrial Co., Ltd. Rules for Shareholders’ Meetings

Article	1:	Shareholders’ meetings of the Company shall be governed by these Rules.
Article	2:	The Company shall put in place a signature sheet for signatures by the attending shareholders (or
		proxy holders). Alternatively, attending shareholders (or proxy holders) may submit their
		attendance cards in lieu of signatures. The number of shares present shall be calculated based on
		the signature sheet or the signature cards submitted.
Article	3:	Presence and voting in the shareholders’ meetings shall be calculated based on shares.
Article	4:	Shareholders’ meetings of the Company shall be held in the county or city where the headquarters
		is located or a location that is convenient for holding a shareholders’ meeting. The meeting shall
		start no earlier than 9 a.m. and no later than 3 p.m.
Article	5:	The chairman of the board of directors shall chair shareholders meetings. If the chairman is on
		leave or cannot perform his/her duties due to any reason, the vice chairman shall chair the meeting.
		If the vice chairman is also on leave or if he/she cannot exercise his/her duties due to any reason,
		the chairman shall designate one director to chair the meeting. If no one is designated by the
		chairman, the directors shall elect one person from among themselves.
Article	6:	The Company may assign designated attorneys, accountants, or relevant persons to participate in
		shareholders’ meetings.
		The staff of the shareholders’ meetings shall wear badges or arm bands.
Article	7:	The Company shall make full audio or video recordings of the shareholders’ meetings and shall
		keep such recordings for at least one year.
Article	8:	The chairman shall announce the start of the shareholders’ meeting upon attendance by
		shareholders (or proxy holders) representing the majority of all outstanding shares. If the quorum
		is not met at the meeting time, the chairman may announce an adjournment. There shall be no
		more than 2 adjournment and the total period of adjournment shall not exceed 1 hour. If the
		quorum is still not met after two adjournments and if the number of shareholders (or proxy holders)
		representing 1/3 or more of the total outstanding shares are present, a provisional resolution may
		be passed by shareholders representing the majority of voting rights. After the provisional
		resolution is passed, if the number of shares represented by the attending shareholders (or proxy
		holders) meets the statutory quorum, the chairman may submit the provisional resolution to the
		meeting for ratification in accordance with Article 175 of the Company Act.
Article	9:	The board of directors shall determine the agenda of the shareholders’ meetings. Meetings shall
		proceed in accordance with the scheduled agenda and no change shall be made without a
		resolution.
		Before the agenda scheduled under the previous paragraph (including motions) is completed, the
		chairman shall not dismiss the meeting unless there is a resolution.
		Upon dismissal of the meeting by resolution, no shareholder shall further elect a chairman to
		continue the meeting either in the same place or in a different place.
Article	10:	delete.
Article	11:	Before an attending shareholder (or proxy holder) speaks, he/she must first complete a speaking
		note specifying the main points of the speech, the shareholder account number (or attendance card
		number), and account name. The order of speech shall be determined by the chairman.
		If an attending shareholder (or proxy holder) only submits a speaking note but does not speak,
		he/she shall be deemed to have not spoken. If the speech is inconsistent with the speaking note, the
		confirmed speech shall prevail.
		When an attending shareholder speaks, the other shareholders shall not speak to interfere unless
		with the consent of the chairman and the speaking shareholder. Any violation shall be stopped by
		the chairman.
Article	12:	Each shareholder (or proxy holder) shall speak no more than twice about the same proposal
		without the chairman’s approval. Each speech shall not exceed 5 minutes.
		The chairman shall stop the shareholder’s speech when it violates the previous paragraph or goes
		beyond the scope of the proposal.
Article	13:	When a corporation attends a shareholders’ meeting through a representative, only one person
		shall be designated to attend the meeting.
		If a corporate shareholder designates 2 or more representatives to attend the meeting, only one

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• person shall be allowed to speak.

• Article 14: After an attending shareholder speaks, the chairman may provide an answer or designate a relevant person to provide an answer.

• Article 15: When the chairman deems that there has been sufficient discussion to put a proposal to a vote, he/she may announce the closing of discussion and submit the proposal to a vote.

• Article 16: When voting takes place on a proposal, the vote supervisors and vote counters shall be designated by the chairman, provided that the vote supervisors shall be shareholders. The voting results shall be reported on site and recorded.

• Article 17: During the meeting, the chairman may announce a break. Article 18: Other than a special resolution provided by the Company Act, proposals shall be approved by the majority of voting rights among attending shareholders. If the chairman makes an inquiry at the time of voting and there is no objection, it shall be deemed approved and shall have the same effect as voting. Other than trust enterprises and shareholder service organizations approved by the securities competent authority, when a person holds a proxy issued by two or more shareholders, the voting rights on behalf of others shall not exceed 3% of the voting rights of all outstanding shares. In case of excess, the voting rights in excess shall be excluded from the calculation. When a shareholder has an interest in relation to a matter in the meeting, which may result in jeopardy to the Company’s interest, such shareholder shall be excluded from the voting and shall not exercise their voting rights on behalf of any other shareholder.

• Article 19: When a proposal has an amendment or an alternative, the chairman shall determine the order of voting. If one proposal has been approved, the other proposals shall be deemed denied and there is no need for further voting.

• Article 20: The chairman may direct disciplinary staff (or security staff) to help maintain order in the meeting place. In maintaining the order on site, the disciplinary staff (or security staff) shall wear arm bands showing “disciplinary staff”.

• Article 21: Any matter that is not stipulated in these Rules shall be governed by the Company Act, the Securities Exchange Act, the Articles of Association of the Company and other applicable laws.

• Article 22: These Rules, including any amendment, shall be implemented after approval by the shareholders’ meeting.

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