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TA YIH AGM Information 2025

Jun 12, 2025

51845_rns_2025-06-12_294d5084-5a0a-4cc4-acaa-8d88b877895a.pdf

AGM Information

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Stock Code: 1521

==> picture [67 x 64] intentionally omitted <==

TA YIH INDUSTRIAL CO.,LTD

2025 Annual Shareholders’ Meeting Meeting Agenda

Time：9:00 a.m., June 10, 2025 (Tuesday)

Venue: 3F Meeting Room of Crowne Plaza Tainan (No. 289,

Zhouping Rd, Anping Dist., Tainan City)

: This Shareholders’ Meeting will be held in form of Physical Shareholders’ Meeting

Contents

I‧Meeting Procedure .....………………………….………………………... …… 1
II‧Meeting Agenda………………………………..………………………... …… 2
1. Announcing Meeting in Session………………..…………………………………..........3
2. Words from the Chair ………………..……………………………………. 3
3. Reported Matters..……………………………………………………. …… 3
4. Proposed Resolutions ………..……………………………………. ……… 4
5. Matters for Discussion…………..……………………………………. …… 5
6. Extempore Motions……..……………………………………………. …… 6
7. Adjournment ………………..………………………………………………........6
III‧Attachments
1. Business Report of 2024 …………………………………………………… 7
2. Audit Committee Review Report……..……………………. ………………. 12
3. Auditors’ Report and Financial Statements of 2024 ..….….... ……………… 13
4. Statement of Earning Distribution of 2024 ………………………………… 37
5. Comparison Table for the Articles of Incorporation Before and After Amendment 38
6. Comparison Table for the Regulations for Election of Directors Before and After
Amendment……………………………………………………………………… 39
IV‧Appendices
1. Articles of Incorporation ( Current Article )……………………. ……………… 43
2. Rules for Shareholders’ Meetings …………………………. ……………… 48
3. Regulations Governing Election of Directors ( Current Article ). ………………. 50
4. Shareholdings of All Directors ……………………………………………… 52

Ta Yih Industrial Co., Ltd.

Annual Shareholders’ Meeting Meeting Agenda

  1. Announcing Meeting in Session

  2. Words from the Chair

  3. Reported Matters

  4. Proposed Resolutions

  5. Matters for Discussion

  6. Extempore Motions

  7. Adjournment

1

Ta Yih Industrial Co., Ltd.

2025 Annual Shareholders’ Meeting Meeting Agenda

1. Time: 9:00 a.m., June 10, 2025 (Tuesday)

Venue: 3F Meeting Room of Crowne Plaza Tainan (No. 289, Zhouping Rd, Anping Dist., Tainan City)

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

2. Words from the Chair

3. Reported Matters

(1)To report the business of 2024

(2)Audit Committee’s review report

(3)To report 2024 employees’ profit sharing

(4)Distribution of Cash Dividends for 2024

4. Proposed Resolutions

(1)To accept 2024 Business Report and Financial Statements

(2)To accept 2024 earnings distribution

5. Matters for Discussion：

  • (1)Amendments to the Company's certain Articles of Incorporation.

(2)Amendments to the Company's Regulations for Election of Directors.

  • (3)Discussion to approve the lifting of non-competition restrictions for the director.

  • Extempore Motions

7. Adjournment

2

Meeting Agenda

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

  2. Words from the Chair

  3. Reported Matters

Motion 1

Subject: To report the business of 2024

Explanations: The business report has been attached. Please refer to Attachment 1. on pages 7~11 of the meeting agenda.

Motion 2

Subject: Audit Committee Review Report of 2024.

Explanations: Audit Committee Review Report has been attached. Please refer to Attachment 2. on page 12 of the meeting agenda.

Motion 3

Subject: To report 2024 employees’ profit sharing.

Explanations:1. Subject to Article 30-1 of the Articles of Incorporation, The Company’s annual net profit before deducting employee and director remuneration shall be distributed as follows : Not less than 1% shall be allocated for employee remuneration. If there are accumulated losses, the amount of loses compensation shall be reserved distribution according.

  1. By resolution of the Board of Directors, NT$837,287 has been allocated for employee compensation, with the full amount to be distributed in cash.

Motion 4

Subject: Distribution of Cash Dividends for 2024.

  • Explanations:1. According to Article 31 of the Company's Articles of Incorporation, when the distribution of earnings is in the form of cash, the Board of Directors is authorized to make a resolution with more than two-thirds of the directors present and the consensus of at least half of the present directors, and reported to the Shareholders’ Meeting.

  • The 17th meeting of the 17th Board of Directors of the Company approved the 2024 annual cash dividend of NT$1.0 per share on March 6, 2025, and the total amount of cash dividends distributed was NT$76,230,000.

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  3. For the distribution of cash dividends, the Board authorizes the Chairman to set a separate ex-dividend date and payable date. Subsequently, If revisions to fluctuations in the company's capital affecting outstanding share quantities and dividend rates, The Company plans to delegate the Chairman to adjust the dividend payment ratio accordingly.

  1. Proposed Resolutions

  2. Motion 1 (Proposed by the Board)

Subject: To accept 2024 Business Report and Financial Statements.

  • Explanations:1. The Company’s 2024 business report, consolidated financial statements, and individual financial statements have been approved by the resolution of its Board of Directors. These financial statements have been audited and attested by CPAs Yeh Fang-Ting and Tien Chung-Yu of PwC Taiwan. Pursuant to Article 228 of the Company Act, the aforementioned reports have been submitted to the Audit Committee for audit and review.

  • For the Company’s 2024 business report, please refer to Attachment 1 on pages 7~11 of the meeting agenda. For auditor’s report and the aforementioned financial statements, please refer to Attachment 3 on pages 13~36.

Resolution:

Motion 2 (Proposed by the Board) Subject: To accept 2024 earnings distribution.

  • Explanations:1. The Company proposes a distribution of 2024 earnings with cash dividends totaling NT$76,230,000, at a rate of NT$1.0 per share. Please see Appendix 4 on page 37 of this manual for the earnings distribution table.

  • 2.This cash dividend will be distributed in cash in the unit of NT$, with portions lower than NT$1 rounded off. The sums of fractional shares under NT$1 is further recognized as other incomes of the Company.

  • 3.The authorization for the distribution of this cash dividend, the Board authorizes the Chairman to set a separate exdividend date and payable date. If revisions to this distribution plan are required due to regulatory changes or fluctuations in the company's capital affecting outstanding share quantities and dividend rates, the chairman will be

4

empowered to address these matters comprehensively pending approval by the shareholders' meeting.

Resolution:

  1. Matters for Discussion

  2. Motion 1 (Proposed by the Board)

  3. Subject: Discussion on the proposed amendment to the Company's Articles of Incorporation.

  4. Explanations: In accordance with the Financial Supervisory Commission in letter JIN-GUAN-ZHENG-FA-TZU No. 11303854422, it is proposed to amend certain provisions of the company's "Articles of Incorporation". Please refer to Attachment 5 on pages 38 of this manual for Comparison Table for the Articles of Incorporation Before and After Amendment.

Resolution:

Motion 2 (Proposed by the Board)

  • Subject: Amendments to the Company's Regulations for Election of Directors.

  • Explanations: In accordance with Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the actual operational needs of the company, it is proposed to amend certain provisions of the company's " Regulations for Election of Directors ". Please refer to Attachment 6 on pages 39-42 of this manual for Comparison Table for the Articles of Incorporation Before and After Amendment.

Resolution:

Motion 3 (Proposed by the Board)

Subject: Discussion to approve the lifting of non-competition restrictions for the director. For your discussion.

  • Explanations:1. In accordance with Article 209 of the Company Act, “director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

  • The legal representative director has investments in or operates other businesses that fall within the same or similar scope as our company. In light of the absence of any negative impact on the company's interests, we are seeking approval

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from the shareholders' meeting to waive the non-compete restriction for the newly appointed directors in accordance with the law.

  1. The proposed release of the non-compete restriction for the director is outlined as follows:
Name Roles to Release Prohibitions
from Participation
Ding Wan Investment
Industrial
Co.,
Ltd.
Representative:
KrengBor-Wen

Representative Director of Tayih
Kenmos Auto Parts Co., Ltd.
Representative Director of Macauto
Industrial Co.,Ltd.

Resolution:

  1. Extempore Motions

  2. Adjournment

6

Attachment 1.

Ta Yih Industrial Co., Ltd. Business Report

  1. Business Report of 2024:

  2. (1) Business Results :

The all-year Net Operating Revenue of the Company in 2024 was NT$3,696,220 thousand, decreased by NT$1120,784 thousand compared to that of 2023 at NT$4,817,004 thousand; in addition, the Pre-tax Income in 2024 was NT$82,900 thousand, Increase by NT$4,144 thousand compared to that of 2023 at NT$78,756 thousand.

Comparison table of revenue and net profit after tax for the years 2024 and 2023:

Unit: NT$Thousands
2024
2023
Increase/ Decrease
by
Increase/
Decrease by%
3,696,220
4,817,004
(－)1,120,784 (－)
23.27
42,603
198,486
(－)
155,883 (－)
78.54
82,900
78,756
(＋)
4,144 (＋)
5.26
87,428
42,410
(＋)
45,018 (＋)
106.15
1.15
0.56
(＋)
0.59 (＋)
105.36		 Unit: NT$Thousands
2024
2023
Increase/ Decrease
by
Increase/
Decrease by%
3,696,220
4,817,004
(－)1,120,784 (－)
23.27
42,603
198,486
(－)
155,883 (－)
78.54
82,900
78,756
(＋)
4,144 (＋)
5.26
87,428
42,410
(＋)
45,018 (＋)
106.15
1.15
0.56
(＋)
0.59 (＋)
105.36		 Unit: NT$Thousands
2024
2023
Increase/ Decrease
by
Increase/
Decrease by%
3,696,220
4,817,004
(－)1,120,784 (－)
23.27
42,603
198,486
(－)
155,883 (－)
78.54
82,900
78,756
(＋)
4,144 (＋)
5.26
87,428
42,410
(＋)
45,018 (＋)
106.15
1.15
0.56
(＋)
0.59 (＋)
105.36		 Unit: NT$Thousands
2024
2023
Increase/ Decrease
by
Increase/
Decrease by%
3,696,220
4,817,004
(－)1,120,784 (－)
23.27
42,603
198,486
(－)
155,883 (－)
78.54
82,900
78,756
(＋)
4,144 (＋)
5.26
87,428
42,410
(＋)
45,018 (＋)
106.15
1.15
0.56
(＋)
0.59 (＋)
105.36
Year 2024 2023 Increase/ Decrease
by
Increase/
Decrease by%
Net OperatingRevenue 3,696,220
4,817,004		 (－)1,120,784 (－)
23.27
OperatingIncome 42,603
198,486		 (－)
155,883		 (－)
78.54
Pre-tax Income 82,900
78,756		 (＋)
4,144		 (＋)
5.26
Net Income 87,428
42,410		 (＋)
45,018		 (＋)
106.15
EPS(NT$/Share) 1.15
0.56
(＋)
0.59		 (＋)
105.36

  • (2) Budget implementation: no financial forecast was released for 2024.

  • (3) Analysis of financial revenue and expenditure and profitability： (3-1)Financial structure

Debt to assets ratio：33.85％

Long-term capital accounted for real estate, plant and equipment ratio： 215.87％

(3-2)Profitability

Return on assets：2.94％

Return on assets：4.80％

Return on equity：2.37％ Earnings per share：NT$1.15

  • (4) Status of research and development

(4-1)Research and development expenses for the past 2 years

In 2023, the expenses were NT$172,268 thousands, which accounted for 3.58% of the net operating income.

In 2024, the expenses were NT$159,896 thousands, which accounted for 4.33% of the net operating income.

  • (4-2)On-going research and development projects：

  • With the rapid development of the automotive industry, enhanced intelligence, customization, and safety have become the core trend of innovation in lighting technology. This year's research and development plan encompasses a range of cuttingedge technologies, from static and dynamic ground projection lamps with multi-pattern to low-cost fog lights integrated with corner function, all dedicated to enhancing driving safety and brand identity. In the motorcycle sector, the development of AFS, adaptive front lights, multi light pattern modules, and high aspect ratio projection lens sets delivers more efficient road illumination to meet the diverse needs of road

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environments. Additionally, the miniaturized design of dual convex lens BIPES technology enhances light efficiency while reducing energy consumption, aligning with the growing trends toward EVs. For interior and commercial vehicle applications, this year’s projects include the development of smart lighting emblem lamps, interior atmosphere lamp with IMD/IML technology, and air disinfection lamps designed specifically for public transportation. These innovations not only enhance the passenger experience but also reflect a stronger focus on health and environmental sustainability. Overall, through precision optical design, intelligent sensing, and modular development, this year's R&D efforts lay a new foundation for the next generation of automotive lighting technology, driving a safer, smarter, and more futuristic mobility experience.

  • (A) Pattern changeable static ground projection lamp system: The project aims to develop a static ground projection lamp capable of showing interchangeable projection patterns, designed for applications such as vehicle welcome lights, brand logos, or safety warnings. Using optical lenses and interchangeable slides, users can switch between various patterns, ranging from car manufacturer logos to custom images or road symbols. This technology enhances vehicle personalization and is suitable for use in parking lots at night, pedestrian zones, or specific warning scenarios, thereby improving the vehicle's identity and futuristic appeal.

  • (B) Dynamic ground projection technology: This technology enables dynamic ground projection patterns that respond to vehicle's status or driving behavior, such as displaying directional arrows when turning or warning signs when reversing. It incorporates high-resolution LED projection modules combined with sensors and vehicle control systems for real-time adjustment. Especially suitable for premium vehicle models, Advanced Driver Assistance Systems (ADAS), and brand differentiation, it enhances interactivity, delivers a more futuristic driving experience, and improve nighttime driving safety.

  • (C) A compact, low-cost front fog lamp with corner lamp functionality: This project focuses on designing a compact, low-cost fog light system that integrates corner function to enhance driving safety in low-visibility conditions. By optimizing the LED optical design and module structure, it achieves a wider illumination range, reduces component complexity, and lower production costs. Its modular architecture allows compatibility across various vehicle models, offering high performance and low power consumption, making it an attractive lighting solution for mid-range and budget vehicles.

  • (D) Adaptive front light (AFS) with multi light pattern module for two-wheeled vehicles: This project focuses on developing AFS (adaptive front-lighting system) systems for motorcycles and other two-wheeled vehicles. The system automatically adjust the light pattern based on vehicle speed, steering angle, and road conditions, significantly enhancing nighttime riding safety. By integrating multi light pattern control with smart sensors and variable light emitting LED modules, it delivers optimal lighting angles. This technology is particularly suited for winding mountain roads and urban environments, where it can effectively enhance driving visibility while reducing glare for other road users.

  • (E) Miniaturized dual convex lens BIPES (Bi-Projection Enhanced System): The BIPES(Bi-Projection Enhanced System) dual convex lens technology is specifically designed for motorcycle headlights, integrating both high beam and low beam functions into a single projection lens system. This design improves lighting

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efficiency and minimizes module size. Utilizing high-precision optics and streamlined optical engineering, the system reduces the numbers of LED chip, boost thermal performance, and lowers production costs. It delivers clearer high beams and uniform low beam pattern. Its compact structure makes it ideal for EVs and size-constrained lighting configurations, reducing weight and energy consumption while compromising lighting quality.

  • (F) High aspect ratio projection lens set for two-wheeled vehicles: This project aims to develop a high aspect ratio projection lens set tailored for the motorcycle market, aligning with aerodynamic vehicle designs while enhancing lighting performance. The lens set adopts high-transmittance materials and aspheric optical technology to provide wide-angle illumination and uniform light distribution, improving rider visibility during nighttime travel. In addition to boosting lighting effectiveness, this technology helps reduce lamp thickness, creating a more modern and streamlined appearance suited for sporty and premium motorcycle models.

  • (G) Emblem lamp edge light-emitting technology: This project focuses on developing illuminated emblem lamp that serve as brand identifiers, ensuring that vehicle logos remain clearly visible at night. The design incorporates multiple LEDs and advanced optical technologies, with key features including uniform light diffusion, reflective optics, and low-power LED usage. These elements ensure consistent brightness without interfering with other lighting systems. This technology is particularly suitable for EVs and high-end models and can be paired with smart dimming technology to provide welcome light or dynamic display animation, enhancing both the vehicle’s technological appeal and brand identity.

  • (H) In-mold decoration (IMD/IML) technology for interior atmosphere lamps: This project explores the application of in-mold decoration (IMD) and in-mold lamination (IML) technologies in the development of interior atmosphere lamp. It aims to deliver lighting solutions that are both aesthetically refined and functionally advanced. IMD technology enables the creation of high-quality textures and customized patterns directly on the part surface. When combined with variablecolor LEDs, the system supports multiple lighting scenarios. This solution is ideal for dashboards, door panels, and central consoles, enhancing the in-car experience and meeting the design expectations of premium vehicle models.

  • (I) Air disinfection lamp for public transport (bus/rail/air): This project involves developing an integrated lighting system with air disinfection function tailored for public transportation. The system utilizes UVC LED or photocatalytic technology to effectively eliminate airborne bacteria and viruses, enhancing passenger health and safety. It is designed for installation in busses, subways, trains, and airplanes, and includes smart technology to automatically adjust disinfection mode based on environmental conditions. In the future, this technology may be integrated with vehicle HVAC (Heating, Ventilation, and Air Conditioning) systems, forming part of a smart public transportation solution that address growing post-pandemic demand for clean and healthy travel environments.

2. Overview of Business Plan of 2025:

  • (1) Management Guidelines

(1-1)Create customer demand, expand revenue, and achieve the company's maximum profit..

(1-2)Grasp on technical trends, and strengthening design and development.

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  • (1-3)Establishing a manufacturing site with low waste, automation, and a comprehensive contingency system.

  • (1-4)Raising quality awareness, and building SOPs.

  • (1-5)Perfecting talent incubation, and cultivating successor echelons.

  • (1-6)Adhering to regulatory requirements, rigorously enforce security and disaster prevention measures, actively promote energy conservation and carbon reduction, and fulfill social responsibilities.

  • (2) Expected Sales and Their Foundations:

  • (2-1)Expected Sales: about 440~450 thousand automobiles are sold domestically.

  • (2-2)Foundation: projected based on plans of automotive makers.

  • (3) Important Production and Sales Policies

  • (3-1)Securing domestic automobile orders and developing motorcycles and export markets in a progressive manner.

  • (3-2)Adjusting inventory in a timely manner by grasping expenses of raw materials and logistics and changes in exchange rates.

  • (3-3)Promote the integration and optimization of processes and equipment utilization to build a manufacturing environment capable of flexible adjustments in response to production load fluctuations, while establishing a zero-waste production management system.

  • (3-4)Improving energy conservation, waste reduction, pollution prevention, etc.,on an ongoing manner and ensuring that restricted substances hazardous to the environment are not used in the design and manufacturing process.

  • Future Development Strategies of the Company:

  • (1) By staying ahead of trends and specifications in electric vehicle lighting, the Company engages in early-stage technology development to proactively create customer demand.

  • (2) By adopting emerging information technologies and implementing digital tools such as IoT, Industry 4.0 systems, AI, and ERP, the Company is driving digital transformation to enhance operational efficiency and strengthen information security.

  • (3) The Company is committed to implementing effective resource and energy management mechanisms, promoting sustainable resource utilization, and embedding green and environmental protection concepts into product planning and manufacturing. Through these efforts, the Company actively pursues energy conservation, carbon reduction, and the fulfillment of its corporate social responsibility.

  • Effects by External Competition, Legal Circumstances and Overall Business Environment: After reaching a peak in new car sales(477,000 units) in 2023 driven by fulfillment of backlogged vehicle orders from the pandemic period, the Taiwan automotive market stabilized in 2024, with a total annual sales volume of 457,000 units, marking a slight decrease compared to the previous year. However, international factors such as U.S.-China tensions, the Russia-Ukraine conflict, contributed to rising raw material costs, increased export freight rates, global inflation, and exchange rate fluctuations. The significant strain on the supply chain, coupled with intensified domestic competition and a shortage of skilled labor, has posed significant challenges and negatively impacted the operations of the automotive parts industry.

  • Prospecting the year 2025, Although the global economy and geopolitical landscape remain uncertain, the domestic market is expected to experience a shift in demand, spurred the last year of the government's vehicle replacement incentive program. Consequently, Taiwan's annual automobile sales volume is forecasted to remain between 440,000 to 450,000 units. In terms of export sales, the Company will continue to develop new customers in addition to

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contending for overseas orders from the Koito Group, meanwhile actively launching new technologies to domestic and foreign customers so as to gain more orders of lamps for new car models and their molds. Furthermore, the Company has taken various cost rationalization improvement to improve production efficiency and reduce production costs.

In the near future, the Company will implement an austere corporate governance, promote sustainable development, fulfill 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 shareholders and all-out effort by our employees in solidarity, guarantees its stable growth and will create reasonable gains and values for shareholders, employees and the society. We sincerely expect the support, encouragement and feedbacks from all the shareholders, with adherence to the original intention.

Ta Yih Industrial Co., Ltd.

Chairman: Wu Chun-I Manager: Jyh Chin-Juang Accounting Manager: Cheng Ching-Hsiang

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Attachment 2.

Ta Yih Industrial Co., Ltd. Audit Committee Review Report

The financial statements of 2024 (including the consolidated financial statements) prepared by the Board of Directors have been audited and attested by CPAs Yeh Fang-Ting and Tien Chung-Yu of PwC Taiwan, which along with the Business Report and the proposals for earnings distribution have been reviewed and determined to be correct and accurate by the Audit Committee. In accordance with Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this report.

To

Ta Yih Industrial Co., Ltd. 2025 Annual Shareholders' Meeting

Ta Yih Industrial Co., Ltd.

Convenor of Audit Committee: Chang Jui -Hui

March 6, 2025

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Attachment 3.

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

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

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

~3~

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Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2024 consolidated financial statements are stated as follows:

Key audit matter: Cut-off of sales revenue from hub warehouse

Description

Please refer to Notes 4(23) and 6(13) to the consolidated financial statements for the accounting policy and the details of sales revenue relating to this key audit matter, respectively. The sales revenue generated from the hub warehouse was $1,220,486 thousand for the year ended December 31, 2024, which accounted for 33% of the total operating revenue.

The Group mainly manufactures and sells automobile and locomotive lamps. The Group also sells its products to overseas markets and recognizes revenue upon acceptance of the goods by the customers (transfer of risks and rewards) if picked up from hub. The sales model of overseas markets depends on the delivery of goods from hub warehouse. The Group recognizes sales revenue based on movements of inventories contained in the statements or other information provided by the hub custodians. As there are numerous sales revenue transactions from hubs and the transaction amounts prior to and after the balance sheet date are significant to the financial statements. Thus, we considered the cutoff of hub sales revenue as the key audit matter of our 2024 annual audit.

~4~

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How our audit addressed the matter

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

  1. We validated the effectiveness of the management’s controls in respect of the cut-off of sales revenue from hub warehouse.

  2. We performed cut-off tests of hub sales revenue for a specific period prior to and after the balance sheet date, including verifying records of picking goods from hubs and confirming records of inventory movements are recorded in appropriate period.

  3. We conducted physical count of inventory quantities held at hubs and agreed to accounting records.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Ta Yih Industrial Co., Ltd. as of and for the years ended December 31, 2024 and 2023.

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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

~5~

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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 audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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

~6~

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expressing an opinion on the effectiveness of the Group’s internal control.

  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 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.

  3. 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.

  4. Obtain sufficient 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.

~7~

17

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.

Yeh, Fang-Ting

Independent Accountants

Tien, Chung-Yu

PricewaterhouseCoopers, Taiwan

Republic of China March 6, 2025

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

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

~8~

18

TA YIH INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets Notes
6(1)
6(2) and 12
6(2) and 12
6(2), 7 and 12
7
5, 6(3)(5)
6(5)
6(6) and 7
6(20)
6(22)		 December 31, 2024
AMOUNT
%
$
292,687
10
10
-
607,672
22
9,429
-
22,359
1
369
-
819,437
29
53,571
2
6,205
-
1,811,739
64
893,814
32
28,751
1
1,531
-
41,636
2
30,894
1
8,835
-
7,034
-
1,012,495
36
$
2,824,234
100		 December 31, 2023 December 31, 2023
AMOUNT
$
292,687
10
607,672
9,429
22,359
369
819,437
53,571
6,205
1,811,739
893,814
28,751
1,531
41,636
30,894
8,835
7,034
1,012,495
$
2,824,234		 AMOUNT
$
390,349
9,086
682,672
96,952
26,912
3,441
1,084,652
28,908
28,191
2,351,163
912,720
45,308
5,035
25,237
9,541
7,794
-
1,005,635
$
3,356,798		 %
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties,
net
1200
Other receivables
1210
Other receivables - related parties
130X
Inventories
1410
Prepayments
1479
Other current assets, others
11XX
Total current assets
Non-current assets
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1990
Other non-current assets, others
15XX
Total non-current assets
1XXX
Total assets		 12
-
20
3
1
-
32
1
1
70
27
2
-
1
-
-
-
30
100

(Continued)

~9~

19

TA YIH INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity Notes
6(7)
6(13)
7
6(8)
7
6(20)
7
6(20)
7
6(9)
6(10)
6(11)
6(12)
9		 December 31, 2024
December 31, 2023
AMOUNT
%
AMOUNT
%
$
50,000
2
$
210,000
6
74,578
3
25,247
1
38,796
1
92,641
3
387,802
14
682,796
20
26,838
1
54,170
2
178,436
6
187,763
6
28,134
1
46,553
1
10,523
-
57,087
2
12,299
1
13,745
-
25,303
1
47,521
1
832,709
30
1,417,523
42
77,561
3
76,736
2
16,854
-
28,041
1
26,421
1
58,894
2
2,410
-
2,399
-
123,246
4
166,070
5
955,955
34
1,583,593
47
762,300
27
762,300
23
61,278
2
61,145
2
688,058
24
684,741
20
68,264
3
68,264
2
287,886
10
231,885
7
493
- (
35,130) (
1 )
1,868,279
66
1,773,205
53
1,868,279
66
1,773,205
53
$
2,824,234
100
$
3,356,798
100
AMOUNT
$
50,000
74,578
38,796
387,802
26,838
178,436
28,134
10,523
12,299
25,303
832,709
77,561
16,854
26,421
2,410
123,246
955,955
762,300
61,278
688,058
68,264
287,886
493
1,868,279
1,868,279
$
2,824,234
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2280
Lease liabilities - current
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2640
Net defined benefit liabilities - non-
current
2670
Other non-current liabilities, others
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
Share capital
3110
Common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
3X2X
Total liabilities and equity

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

~10~

20

TA YIH INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Year ended December 31
2024
2023
Notes
AMOUNT
%
AMOUNT
%
6(13) and 7
$
3,696,220
100
$
4,817,004
100
6(3)(9)(18)(19) and 7(
3,183,322) (
86) (
4,103,898) (
85)
512,898
14
713,106
15
6(4)
-
-
(
730)
-
6(4)
730
-
1,047
-
513,628
14
713,423
15
6(9)(18)(19), 7 and
12
(
163,228) (
5) (
188,649) (
4)
(
151,346) (
4) (
156,191) (
3)
(
159,896) (
4) (
172,268) (
4)
3,445
-
2,171
-
(
471,025) (
13) (
514,937) (
11)
42,603
1
198,486
4
6(14)
5,356
-
5,133
-
6(15) and 7
18,901
-
41,036
1
6(4)(6)(16), 7 and 12
20,995
1
14,320
-
6(6)(17) and 7
(
4,225)
-
(
5,997)
-
6(4)
(
730)
-
(
174,222) (
3)
40,297
1
(
119,730) (
2)
82,900
2
78,756
2
6(20)
4,528
-
(
36,346) (
1)
$
87,428
2
$
42,410
1
6(9)
$
31,564
1
($
11,552)
-
6(20)
(
6,313)
-
2,310
-
6(4)
39,567
1
(
290)
-
6(20)
(
3,944)
-
58
-
$
60,874
2
($
9,474)
-
$
148,302
4
$
32,936
1
$
87,428
2
$
42,410
1
$
148,302
4
$
32,936
1
6(21)
$
1.15
$
0.56
$
1.15
$
0.56
4000
Operating revenue
5000
Operating costs
5900
Operating margin
5910
Unrealized gain on sales
5920
Realized gain on sales
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gains
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates and joint
ventures accounted for under equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax (expense) benefit
8200
Net Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be reclassified
to profit or loss
8311
Actuarial (losses) gains on defined
benefit plans
8349
Income tax related to components of
other comprehensive (loss) income that
will not be reclassified to profit or loss
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8399
Income tax related to components of
other comprehensive (loss) income that
will be reclassified to profit or loss
8300
Other comprehensive (loss) income for
the year
8500
Total comprehensive income for the year
Profit attributable to:
8610
Owners of the parent
Comprehensive income attributable to:
8710
Owners of the parent
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~11~

21

TA YIH INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Equity attributable to owners of the parent

For the year ended December 31, 2023
Balance at January 1, 2023
Net income
Other comprehensive loss
Total comprehensive income (loss)
Distribution of 2022 net income:
Legel reserve
Cash dividends
Unclaimed cash dividends overdue transferred to capital
surplus
Balance at December 31, 2023
For the year ended December 31, 2024
Balance at January 1, 2024
Net income
Other comprehensive income
Total comprehensive income
Distribution of 2023 net income:
Legel reserve
Cash dividends
Unclaimed cash dividends overdue transferred to capital
surplus
Balance at December 31, 2024		 Notes Share capital -
common stock		 Capital surplus Capital surplus Retained earnings Retained earnings Other equity
interest		 Total equity
Share premium Gain on disposal
of assets		 Donated assets Legal reserve Special reserve Unappropriated
retained earnings		 Financial
statements
translation
differences of
foreign
operations
6(12)
6(12)


$
762,300
-
-
-
-
-
-
$
762,300
$
762,300
-
-
-
-
-
-
$
762,300		 $
56,330
-
-
-
-
-
-
$
56,330
$
56,330
-
-
-
-
-
-
$
56,330


$
4,142
-
-
-
-
-
-
$
4,142
$
4,142
-
-
-
-
-
-
$
4,142


$
551
-
-
-
-
-
122
$
673
$
673
-
-
-
-
-
133
$
806		 $
674,678
-
-
-
10,063
-
-
$
684,741
$
684,741
-
-
-
3,317
-
-
$
688,058		 $
68,264
-
-
-
-
-
-
$
68,264
$
68,264
-
-
-
-
-
-
$
68,264		 $
262,141
42,410
(
9,242 )
33,168
(
10,063 )
(
53,361 )
-
$
231,885
$
231,885
87,428
25,251
112,679
(
3,317 )
(
53,361 )
-
$
287,886		 ($
34,898 )
-
(
232 )
(
232 )

-

-
-
($
35,130 )
($
35,130 )
-
35,623
35,623

-

-
-
$
493		 $
1,793,508
42,410
(
9,474 )
32,936
-
(
53,361 )
122
$
1,773,205
$
1,773,205
87,428
60,874
148,302
-
(
53,361 )
133
$
1,868,279

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

~12~

22

TA YIH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit gains

Provision for inventory market price decline

Share of profit of associates and joint ventures
accounted for using equity method (including
(realized) unrealized gain on sales)

Loss on disposal of investments accounted for using
equity method

Depreciation expense

Loss on disposal of property, plant and equipment

Loss (gain) from lease modification

Amortization expense

Interest income

Finance costs

Net (gain) loss on foreign currency exchange
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets, others
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related partie
Other payables
Other payables - related parties
Other current liabilities, others
Net defined benefit liabilities - non-current
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities		 YearendedDecember 31
Notes
2024
2023
$
82,900 $
78,756
12
(
3,445 ) (
2,171 )
6(3)
26,612
2,476
6(4)
-
173,905
6(4)(16)
12,099
-
6(5)(6)(18)
129,428
146,431
6(16)
3,536
404
6(6)(16)
424 (
23 )
6(18)
3,890
6,390
6(14)
(
5,356 ) (
5,133 )
6(17)
4,225
5,997
(
8,936 )
15,250
9,087 (
8,662 )
87,597 (
9,504 )
87,509
45,348
4,553 (
21,331 )
3,115
6,273
216,419 (
172,205 )
(
24,896 )
78,957
21,986 (
9,804 )
49,331 (
88,748 )
(
53,845 )
14,341
(
295,953 )
155,628
(
26,629 ) (
10,521 )
(
5,761 )
14,732
(
18,419 )
679
(
22,218 )
31,777
(
909 ) (
2,455 )
11 (
30 )
276,355
446,757
5,356
5,133
(
4,132 ) (
5,965 )
(
67,867 ) (
8,348 )
209,712
437,577

(Continued)

~13~ 23

TA YIH INDUSTRIAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets at amortized cost - current
Proceeds from disposal of investments accounted for
using equity method

Cash paid for acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in guarantee deposits paid
Increase in other non-current assets, others
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

Payments of lease liabilities

Payment of cash dividends

Unclaimed cash dividends overdue transferred to capital
surplus
Net cash flows used in financing activities
Effect of foreign exchange rate changes on cash and cash
equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
 YearendedDecember 31
Notes
2024
2023
$
- $
5,600
6(4)
26,952
-
6(22)
(
107,586 ) (
44,014 )
6,476
-
(
386 ) (
2,904 )
(
1,041 ) (
217 )
(
7,034 )
-
(
82,619 ) (
41,535 )
6(23)
(
160,000 ) (
90,000 )
6(23)
(
12,043 ) (
17,200 )
6(12)
(
53,361 ) (
53,361 )
133
122
(
225,271 ) (
160,439 )
516 (
87 )
(
97,662 )
235,516
6(1)
390,349
154,833
6(1)
$
292,687 $
390,349

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

~14~

24

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

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

Opinion

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

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial 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 parent company only 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.

~2~

25

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2024 parent company only financial statements are stated as follows:

Key audit matter: Cut-off of sales revenue from hub warehouse

Description

Please refer to Notes 4(22) and 6(13) to the parent company only financial statements for the accounting policy and the details of sales revenue relating to this key audit matter, respectively. The sales revenue generated from the hub warehouse was $1,220,486 thousand for the year ended December 31, 2024, which accounted for 33% of the total operating revenue.

The Company mainly manufactures and sells automobile and locomotive lamps. The Company also sells its products to overseas markets and recognizes revenue upon acceptance of the goods by the customers (transfer of risks and rewards) if picked up from hub. The sales model of overseas markets depends on the delivery of goods from hub warehouse. The Company recognizes sales revenue based on movements of inventories contained in the statements or other information provided by the hub custodians. As there are numerous sales revenue transactions from hubs and the transaction amounts prior to and after the balance sheet date are significant to the financial statements. Thus, we considered the cut-off of hub sales revenue as the key audit matter of our 2024 annual audit.

~3~

26

How our audit addressed the matter

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

  1. We validated the effectiveness of the management’s controls in respect of the cut-off of sales revenue from hub warehouse.

  2. We performed cut-off tests of hub sales revenue for a specific period prior to and after the balance sheet date, including verifying records of picking goods from hubs and confirming records of inventory movements are recorded in appropriate period.

  3. We conducted physical count of inventory quantities held at hubs and agreed to accounting records.

Responsibilities of management and those charged with governance for the

parent company only financial statements

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

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

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

~4~

27

Auditors’ responsibilities for the audit of the parent company only financial

statements

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

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

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

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

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

~5~

28

  1. 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

~6~

29

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements 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.

Yeh, Fang-Ting

Independent Accountants

Tien, Chung-Yu

PricewaterhouseCoopers, Taiwan

Republic of China March 6, 2025

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

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

~7~

30

TA YIH INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets Notes
6(1)
6(2) and 12
6(2) and 12
6(2), 7 and 12
7
5, 6(3)(5)
6(4) and 7
6(5)
6(6) and 7
6(20)
6(22)		 December 31, 2024
AMOUNT
%
$
284,528
10
10
-
607,672
22
9,429
-
22,359
1
369
-
819,437
29
53,571
2
6,205
-
1,803,580
64
8,159
-
893,814
32
28,751
1
1,531
-
41,636
2
30,894
1
8,835
-
7,034
-
1,020,654
36
$
2,824,234
100		 December 31, 2023 December 31, 2023
AMOUNT
$
284,528
10
607,672
9,429
22,359
369
819,437
53,571
6,205
1,803,580
8,159
893,814
28,751
1,531
41,636
30,894
8,835
7,034
1,020,654
$
2,824,234		 AMOUNT
$
382,731
9,086
682,672
96,952
26,912
3,441
1,084,652
28,908
28,191
2,343,545
7,618
912,720
45,308
5,035
25,237
9,541
7,794
-
1,013,253
$
3,356,798		 %
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties,
net
1200
Other receivables
1210
Other receivables - related parties
130X
Inventories
1410
Prepayments
1479
Other current assets, others
11XX
Total current assets
Non-current assets
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1990
Other non-current assets, others
15XX
Total non-current assets
1XXX
Total assets		 12
-
20
3
1
-
32
1
1
70
-
27
2
-
1
-
-
-
30
100

(Continued)

~9~

31

TA YIH INDUSTRIAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity Notes
6(7)
6(13)
7
6(8)
7
6(20)
7
6(20)
7
6(9)
6(10)
6(11)
6(12)
9		 December 31, 2024
December 31, 2023
AMOUNT
%
AMOUNT
%
$
50,000
2
$
210,000
6
74,578
3
25,247
1
38,796
1
92,641
3
387,802
14
682,796
20
26,838
1
54,170
2
178,436
6
187,763
6
28,134
1
46,553
1
10,523
-
57,087
2
12,299
1
13,745
-
25,303
1
47,521
1
832,709
30
1,417,523
42
77,561
3
76,736
2
16,854
-
28,041
1
26,421
1
58,894
2
2,410
-
2,399
-
123,246
4
166,070
5
955,955
34
1,583,593
47
762,300
27
762,300
23
61,278
2
61,145
2
688,058
24
684,741
20
68,264
3
68,264
2
287,886
10
231,885
7
493
- (
35,130) (
1 )
1,868,279
66
1,773,205
53
$
2,824,234
100
$
3,356,798
100
AMOUNT
$
50,000
74,578
38,796
387,802
26,838
178,436
28,134
10,523
12,299
25,303
832,709
77,561
16,854
26,421
2,410
123,246
955,955
762,300
61,278
688,058
68,264
287,886
493
1,868,279
$
2,824,234
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2280
Lease liabilities - current
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2640
Net defined benefit liabilities - non-
current
2670
Other non-current liabilities, others
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
3X2X
Total liabilities and equity

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

~10~

32

TA YIH INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Year ended December 31
2024
2023
Notes
AMOUNT
%
AMOUNT
%
6(13) and 7
$
3,696,220
100
$
4,817,004
100
6(3)(9)(18)(19) and
7
(
3,183,322) (
86) (
4,103,898) (
85)
512,898
14
713,106
15
6(4)
-
- (
730)
-
6(4)
730
-
1,047
-
513,628
14
713,423
15
6(9)(18)(19), 7 and
12
(
163,228) (
5) (
188,649) (
4)
(
151,265) (
4) (
153,692) (
3)
(
159,896) (
4) (
172,268) (
4)
3,445
-
2,171
-
(
470,944) (
13) (
512,438) (
11)
42,684
1
200,985
4
6(14)
5,250
-
5,079
-
6(15) and 7
18,901
-
41,036
1
6(4)(6)(16), 7 and
12
20,995
1
14,320
-
6(6)(17) and 7
(
4,225)
- (
5,997)
-
6(4)
(
705)
- (
176,667) (
3)
40,216
1 (
122,229) (
2)
82,900
2
78,756
2
6(20)
4,528
- (
36,346) (
1)
$
87,428
2
$
42,410
1
6(9)
$
31,564
1 ($
11,552)
-
6(20)
(
6,313)
-
2,310
-
6(4)
39,567
1 (
290)
-
6(20)
(
3,944)
-
58
-
$
60,874
2 ($
9,474)
-
$
148,302
4
$
32,936
1
6(21)
$
1.15
$
0.56
$
1.15
$
0.56
4000
Operating revenue
5000
Operating costs
5900
Operating margin
5910
Unrealized gain on sales
5920
Realized gain on sales
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gains
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss of subsidiaries,
associates and joint ventures
accounted for using equity method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax (expense) benefit
8200
Net profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Actuarial (losses) gains on defined
benefit plans
8349
Income tax related to components of
other comprehensive (loss) income
that will not be reclassified to profit
or loss
Components of other comprehensive
income (loss) that will be reclassified
to profit or loss
8361
Financial statements translation
differences of foreign operations
8399
Income tax related to components of
other comprehensive (loss) income
that will be reclassified to profit or
loss
8300
Other comprehensive (loss) income
for the year
8500
Total comprehensive income for the
year
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~11~

33

TA YIH INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

For the year ended December 31, 2023
Balance at January 1, 2023
Net income
Other comprehensive loss
Total comprehensive income (loss)
Distribution of 2022 net income:
Legel reserve
Cash dividends
Unclaimed cash dividends overdue transferred to capital
surplus
Balance at December 31, 2023
For the year ended December 31,2024
Balance at January 1, 2024
Net income
Other comprehensive income
Total comprehensive income
Distribution of 2023 net income:
Legel reserve
Cash dividends
Unclaimed cash dividends overdue transferred to capital
surplus
Balance at December 31, 2024		 Notes Share capital -
common stock		 Capital surplus Capital surplus Retained earnings Retained earnings Other equity
interest		 Total
Share premium Gain on disposal
of assets		 Donated assets Legal reserve Special reserve Unappropriated
retained earnings		 Financial
statements
translation
differences of
foreign
operations
6(12)
6(12)


$
762,300
-
-
-
-
-
-
$
762,300
$
762,300
-
-
-
-
-
-
$
762,300		 $
56,330
-
-
-
-
-
-
$
56,330
$
56,330
-
-
-
-
-
-
$
56,330


$
4,142
-
-
-
-
-
-
$
4,142
$
4,142
-
-
-
-
-
-
$
4,142


$
551
-
-
-
-
-
122
$
673
$
673
-
-
-
-
-
133
$
806		 $
674,678
-
-
-
10,063
-
-
$
684,741
$
684,741
-
-
-
3,317
-
-
$
688,058		 $
68,264
-
-
-
-
-
-
$
68,264
$
68,264
-
-
-
-
-
-
$
68,264		 $
262,141
42,410
(
9,242 )
33,168
(
10,063 )
(
53,361 )
-
$
231,885
$
231,885
87,428
25,251
112,679
(
3,317 )
(
53,361 )
-
$
287,886		 ($
34,898 )
-
(
232 )
(
232 )

-

-
-
($
35,130 )
($
35,130 )
-
35,623
35,623

-

-
-
$
493		 $
1,793,508
42,410
(
9,474 )
32,936
-
(
53,361 )
122
$
1,773,205
$
1,773,205
87,428
60,874
148,302
-
(
53,361 )
133
$
1,868,279

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

~12~

34

TA YIH INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit gains

Provision for inventory market price decline

Share of profit of subsidiaries, associates and joint
ventures accounted for using equity method
(including (realized) unrealized gain on sales)

Loss on disposal of investments accounted for using
equity method

Depreciation expense

Loss on disposal of property, plant and equipment

Loss (gain) from lease modification

Amortization expense

Interest income

Finance costs

Net (gain) loss on foreign currency exchange
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets, others
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related partie
Other payables
Other payables - related parties
Other current liabilities, others
Net defined benefit liabilities - non-current
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash flows from operating activities		 YearendedDecember 31
Notes
2024
2023
$
82,900 $
78,756
12
(
3,445 ) (
2,171 )
6(3)
26,612
2,476
6(4)
(
25 )
176,350
6(4)(16)
12,099
-
6(5)(6)(18)
129,428
146,431
6(16)
3,536
404
6(6)(16)
424 (
23 )
6(18)
3,890
6,390
6(14)
(
5,250 ) (
5,079 )
6(17)
4,225
5,997
(
8,936 )
15,250
9,087 (
8,662 )
87,597 (
9,504 )
87,509
45,348
4,553 (
21,331 )
3,115
6,273
216,419 (
172,205 )
(
24,896 )
78,957
21,986 (
9,804 )
49,331 (
88,748 )
(
53,845 )
14,341
(
295,953 )
155,628
(
26,629 ) (
10,521 )
(
5,761 )
14,732
(
18,419 )
679
(
22,218 )
31,777
(
909 ) (
2,455 )
11 (
30 )
276,436
449,256
5,250
5,079
(
4,132 ) (
5,965 )
(
67,867 ) (
8,348 )
209,687
440,022

(Continued)

~13~ 35

TA YIH INDUSTRIAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets at amortized cost - current
Acquisition of investments accounted for using equity
method

Proceeds from disposal of investments accounted for
using equity method

Cash paid for acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in guarantee deposits paid
Increase in other non-current assets, others
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

Payments of lease liabilities

Payment of cash dividends

Unclaimed cash dividends overdue transferred to capital
surplus
Net cash flows used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
 YearendedDecember 31
Notes
2024
2023
$
- $
5,600
6(4)
- (
9,335 )
6(4)
26,952
-
6(22)
(
107,586 ) (
44,014 )
6,476
-
(
386 ) (
2,904 )
(
1,041 ) (
217 )
(
7,034 )
-
(
82,619 ) (
50,870 )
6(23)
(
160,000 ) (
90,000 )
6(23)
(
12,043 ) (
17,200 )
6(12)
(
53,361 ) (
53,361 )
133
122
(
225,271 ) (
160,439 )
(
98,203 )
228,713
6(1)
382,731
154,018
6(1)
$
284,528 $
382,731

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

~14~

36

Attachment 4.

Ta Yih Industrial Co., Ltd. Statement of Earning Distribution for the Year 2024

==> picture [489 x 425] intentionally omitted <==

----- Start of picture text -----

Unit: NT$
Item Amount
Undistributed earnings at the beginning of the
175,207,925
year
Net profit of 2024 87,428,307
Less: Impact of IFRS Application (Effect of 25,251,294
pension actuarial impact for the current year).
Distributable earnings for the current year 112,679,601
Less: 10% legal reserve (11,267,960)
Distributable earnings for the year 276,619,556
Distributions:
Dividends to shareholders (Cash)
(76,230,000)
(NT$1.0/share)
Undistributed earnings at the end of the year 200,389,566
----- End of picture text -----

Note : The 2024 surplus will be allocated as a priority this time.

Chairman ： Wu Chun-I Manager ： Jyh Chin-Juang Accounting Manager ： Cheng Ching-Hsiang

37

Attachment 5.

Ta Yih Industrial Co., Ltd. Comparison Table for the Articles of Incorporation Before and After Amendment

Article Amended Article Current Article Explanation
Article
30-1		 The Company’s annual net profit
before deducting employee and
director remuneration shall be
distributed as follows:
(1) Up to 2% shall be allocated for
director remuneration.
(2) Not less than 1% shall be
allocated
for
employee
remuneration.
Of the aforementioned amount, no
less than 1% shall be allocated as
compensation
for
frontline
employees.
However, if there are accumulated
losses, the amount of loses
compensation shall be reserved
distribution according to the
aforementioned two proportions.
Employee remuneration may be
provided in the form of either
stocks or cash, The recipients may
include employees of controlled or
subordinate companies that meet
certain conditions, with the
conditions and distribution method
determined by the Board of
Directors.while director
remuneration is strictly disbursed
in cash. The employee and director
remuneration distribution proposal
shall be reported to the general
shareholders’meeting.		 The Company’s annual net profit
before deducting employee and
director remuneration shall be
distributed as follows:
(1) Up to 2% shall be allocated for
director remuneration.
(2) Not less than 1% shall be
allocated
for
employee
remuneration.
However, if there are accumulated
losses, the amount of loses
compensation shall be reserved
distribution according to the
aforementioned two proportions.
Employee remuneration may be
provided in the form of either
stocks or cash, while director
remuneration is strictly disbursed
in cash. The employee and director
remuneration distribution proposal
shall be reported to the general
shareholders’ meeting.		 Revised to align
with the
company's
operational
requirements
and the
amendment to
Article 235-1 of
the Company
Act.
Article
34		 These Articles of Association were
established on 14 December 1975.
The first amendment was made on
19 February 1976.
…(omitted)…
The thirty- third amendment was
made on 12 June 2020.
The thirty-fourth amendment was
made on 11 June 2024.
The thirty-fifth amendment was
made on 10 June 2025.		 These Articles of Association were
established on 14 December 1975.
The first amendment was made on
19 February 1976.
…(omitted )…
The thirty- third amendment was
made on 12 June 2020.
The thirty-fourth amendment was
made on 11 June 2024.		 A new date of
amendment is
added.

38

Attachment 6.

Ta Yih Industrial Co., Ltd. Comparison Table for the Regulations for Election of Directors Before and After Amendment

Article Amended Article Current Article Explanation
Article 2 Directors of the Company shall be
elected in shareholders' meetings.
The qualifications for the
independent directors of this
Corporation shall comply with
Articles 2, 3, and 4 of the
Regulations Governing
Appointment of Independent
Directors and Compliance Matters
for Public Companies.
The election of independent
directors of this Corporation shall
comply with Articles 5, 6, 7, 8, and
9 of the Regulations Governing
Appointment of Independent
Directors and Compliance Matters
for Public Companies, and shall be
conducted in accordance with
Article 24 of the Corporate
Governance Best-Practice
Principles for TWSE/GTSM Listed
Companies.		 Directors of the Company shall be
elected in shareholders' meetings.		 In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468.
Article 3 The cumulative voting method
shall be used for election of the
directors at this Corporation. Each
share will have voting rights in
number equal to the directors to be
elected, and may be cast for a
single candidate or split among
multiple candidates.		 Directors of the Company shall be
elected through nominative
cumulative voting. The voters may
be identified by the number of their
attendance cards printed on the
voting ballots in lieu of their names.		 In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468
Article 4 The board of directors shall prepare
separate ballots for directors in
numbers corresponding to the
directors to be elected. The number
of voting rights associated with
each ballot shall be specified on the
ballots, which shall then be
distributed to the attending
shareholders at the shareholders
meeting. Attendance card numbers
printed on the ballots may be used
instead of recording the names of
voting shareholders.		 In electing directors of the
Company, each share is entitled to
the number of voting rights that are
equivalent to the number of
directors to be elected.
The board of directors shall prepare
ballots in the same number of
directors to be elected and distribute
them to each attending shareholder.
These ballots may be cast for the
same candidate or allocated to
multiple candidates.		 In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468.

39

Article AmendedArticle CurrentArticle Explanation
Article 5 Elections of directors at this
Corporation shall be conducted in
accordance with the candidate
nomination system and procedures
set out in Article 192-1 of the
Company Act. Subject to the
number of seats provided in the
articles of association of the
Company, with voting rights
separately calculated for
independent and non-independent
director positions. Those receiving
ballots representing the highest
numbers of voting rights will be
elected sequentially according to
their respective numbers of votes.
When two or more persons receive
the same number of votes, thus
exceeding the specified number of
positions, they shall draw lots to
determine the winner, with the
chair drawing lots on behalf of any
person not in attendance.		 Directors of the Company shall be
elected by a shareholders’ meeting
from among persons with legal
capacities. Subject to the number of
seats provided in the articles of
association of the Company, those
having received the highest number
of votes as reflected in the ballots
shall be elected as independent
directors and non-independent
directors in the order of sequence. If
two or more candidates receive the
same number of votes and there are
not enough seats for allocation, a
random draw shall be conducted
among the candidates who have
received equal number of votes. If
any such candidate is not present,
the chairman shall participate in the
random draw on his/her behalf. If a
person elected as director is found
and confirmed to have non-
compliant personal information or
be unfit in accordance with the
applicable laws, the vacancy shall
be filled by the next person who has
received the next higher number of
votes.		 In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468.
Article 6 When the number of directors falls
below five due to the dismissal of a
director for any reason, this
Corporation shall hold a by-election
to fill the vacancy at its next
shareholders meeting. When the
number of directors falls short by
one third of the total number
prescribed in this Corporation’s
articles of incorporation, this
Corporation shall call a special
shareholders meeting within 60
days from the date of occurrence to
hold a by-election to fill the
vacancies.
When the number of independent
directors falls below that required
under the proviso of Article 14-2,
paragraph 1 of the Securities and
Exchange Act, a by-election shall
be held at the next shareholders
meetingto fill thevacancy. When		 In preparing the ballots, the board
of directors shall number them by
shareholder account number and the
number of votes allocated shall be
specified.		 1. The original
article content is
incorporated
into Article 4
2. In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468.

40

Article AmendedArticle CurrentArticle Explanation
the independent directors are
dismissed en masse, a special
shareholders meeting shall be
called within 60 days from the date
of occurrence to hold a by-election
tofillthe vacancies.
Article 7 Before the election begins, the chair
shall appoint a number of persons
with shareholder status to perform
the respective duties of vote
monitoring and counting personnel.		 Before the election starts, the
chairman shall appoint a certain
number of vote supervisors and
vote counters to conduct vote
opening.		 In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468.
Article 8 The ballot boxes shall be prepared
by the board of directors and
publicly checked by the vote
monitoring personnel before voting
commences.		 The voting box shall be prepared by
the board of directors and shall be
open for public inspection by the
vote supervisor before voting.		 Textual
adjustment.
Article 9 (delete.) If a candidate is a shareholder, the
elector shall specify in the
“candidate”
column the candidate account name
and shareholder account name. If
the candidate is not a shareholder,
the candidate’s name and ID
number shall be specified.
However, if the candidate is a
government or corporate
shareholder, the candidate account
name column on the ballot shall be
identified with the name of such
government or corporation.
Alternatively,the name and
representative’s name of such
government or corporation may be
specified. If there are multiple
number of representatives, all
names of the representatives shall
be specified.		 Deleted in
conjunction
with the
candidate
nomination
system
Article
10		 A ballot is invalid under any of the
following circumstances:
(1)The ballot was not prepared by a
person with the right to convene.
(2)A blank ballot is placed in the
ballot box.
(3)The writing is unclear and
indecipherable or has been altered.
(4)The candidate whose name is
entered in the ballot does not
conform to the director candidate
list.		 Any ballot with any of the below
events shall be invalid:
(1)Any ballot other than the ballots
provided in accordance with these
Regulations.
(2)Blank ballot inserted into the
voting box.
(3)Illegible or altered ballot.
(4)If the candidate is a shareholder,
inconsistent account name or
shareholder account number with
the shareholders register.If the		 In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468.

41

Article AmendedArticle CurrentArticle Explanation
(5)Other words or marks are
entered in addition to the number of
voting rights allotted.		 candidate is not a shareholder,
inconsistent name or ID number
following verification.
(5)Two or more candidates listed in
the same ballot.
(6)Any text included other than the
candidate’s account name (name) or
shareholder account name (ID
number) and the number of votes
casted.
(7)Failure to complete with the
candidate’s account name (name) or
shareholder account name (ID
number).
Article
12		 The voting rights shall be
calculated on site immediately after
the end of the poll, and the results
of the calculation, including the list
of persons elected as directors and
the numbers of votes with which
they were elected, shall be
announced by the chair on the site.
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.		 Votes shall be opened on site once
it is completed. The results of the
votes shall be announced by the
chairman on site.		 In accordance
with TAI-
ZHENG-ZHI-
LI-
Zi#1090009468.
Article
14		 These Procedures, and any
amendments hereto, shall be
implemented after approval by a
shareholders meeting.		 These Regulations, including any
amendment hereto, shall be
implemented following the
approval by the general
shareholders’ meeting.		 Textual
adjustment.

42

Appendix 1.

Ta Yih Industrial Co., Ltd. Corporate Charter (Current Article)

Ta Yih Industrial Co., Ltd.
Corporate Charter (Current Article)
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.
4.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 Eight Hundred million, divided into Eighty Million
NT Dollars shares with a par value of NT$10 each. Any unissued shares may be
issued in stages as required by the business, subject to authorization by the Board
of Directors.
Within the total capital as mentioned above, an amount up to NT$37.7 million may
be allocated for issuing employee stock warrants, totaling 37.7 million shares with
a par value of NT$10 each, which can be issued in stages.
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 for
registration.
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

43

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 advance.
Electronic voting is implemented as one of the means for shareholders of the
Company to exercise voting rights, with related procedures conducted according to
regulations stipulated by the competent authority. Shareholders' meetings of the
Company may be convened using video conferencing or other methods announced
by the central competent authority.
Article 13: Shareholders who cannot attend a shareholders' meeting due to any reasons may
issue a proxy issued by the Company, specifying the scope of authorization for the
appointed representative to attend. The use of such proxy shall be in compliance
with the regulations prescribed by laws and the competent authority.
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: Each share of the Company carries one voting right per shareholder. However, this
is subject to the provisions of the Company Act and other relevant laws and
regulations, which may exclude certain shareholders from this entitlement.
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 and the Audit Committee
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.

44

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 aggregate shareholding of registered shares held by all directors in the
Company shall not fall below the percentage specified by the competent authority
in accordance with legal regulations.
During their term of office, the Company shall purchase liability insurance for all
directors to cover the compensation liability they are legally responsible for within
the scope of their duties.
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. The exercise of powers and related matters of the audit committee and its
members shall be conducted in accordance with laws and regulations of the
competent authority.
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. If deemed necessary by the chairman
or by a majority of directors who submit in writing the proposed agenda and
reasons, they may request the chairman to convene a meeting. The chairman shall
convene and preside over the meeting. In the event that the chairman is on leave or
unable to perform the duties, the vice chairman shall act as the chairman. If the
vice chairman is on leave or unable to perform the duties, the chairman shall
designate another director to act as chairman. If no designation is made, the
directors shall mutually select one person to act as chairman.
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 is authorized to be determined by the board of
directors based on their level of involvement and contribution to the Company's
operations, considering industry norms.

45

Chapter 5 Managers
Article 27: The Company may appoint several managers, and their appointment, dismissal,
and remuneration shall be managed in accordance with Article 29 of the Company
Act.
Article 28: delete.
Article 29: delete.
Chapter 6 Closing
Article 30: At the end of each accounting year, the board of directors is required to compile
the following register, which will be presented to the shareholders' meeting for
recognition according to legal procedures:
1. Business report.
2. Financial statements.
3. Profit sharing or loss compensation proposal.
Article 30-1: The Company’s annual net profit before deducting employee and director
remuneration shall be distributed as follows:
(1) Up to 2% shall be allocated for director remuneration.
(2) Not less than 1% shall be allocated for employee remuneration.
However, if there are accumulated losses, the amount of loses compensation shall
be reserved distribution according to the aforementioned two proportions.
Employee remuneration may be provided in the form of either stocks or cash,
while director remuneration is strictly disbursed in cash. The employee and
director 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 taxes and
compensating accumulated losses, then 10% of the balance amount shall be
provided as legal reserve. However, when the statutory retained earnings reserve
has reached the amount of the issued share capital, no additional provision is
necessary. Also, 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.
The Company grants authority to the board of directors, with the presence of two-
thirds or more of the directors and the agreement of a majority of those present, to
distribute all or part of dividends, capital surplus, or statutory retained earnings
reserves in cash, and to report such actions to the shareholders' meeting. This
provision exempts the requirement for approval by the shareholders' meeting as
mentioned in the preceding paragraph.
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.

46

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 . The thirty-fourth amendment was made on 11 June 2024.

47

Appendix 2.

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

48

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
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.

49

Appendix 3.

Ta Yih Industrial Co., Ltd.

Regulations for Election of Directors (Current Article)

  • Article 1: These Regulations are established in accordance with the Company Act and the articles of association of the Company. All elections of directors of the Company shall be governed by these Regulations.

  • Article 2: Directors of the Company shall be elected in shareholders' meetings.

  • Article 3: Directors of the Company shall be elected through nominative cumulative voting. The voters may be identified by the number of their attendance cards printed on the voting ballots in lieu of their names.

  • Article 4: In electing directors of the Company, each share is entitled to the number of voting rights that are equivalent to the number of directors to be elected. The board of directors shall prepare ballots in the same number of directors to be elected and distribute them to each attending shareholder. These ballots may be cast for the same candidate or allocated to multiple candidates.

  • Article 5: Directors of the Company shall be elected by a shareholders’ meeting from among persons with legal capacities Subject to the number of seats provided in the articles of association of the Company, those having received the highest number of votes as reflected in the ballots shall be elected as independent directors and non-independent directors in the order of sequence. If two or more candidates receive the same number of votes and there are not enough seats for allocation, a random draw shall be conducted among the candidates who have received equal number of votes. If any such candidate is not present, the chairman shall participate in the random draw on his/her behalf. If a person elected as director is found and confirmed to have non-compliant personal information or be unfit in accordance with the applicable laws, the vacancy shall be filled by the next person who has received the next higher number of votes.

  • Article 6: In preparing the ballots, the board of directors shall number them by shareholder account number and the number of votes allocated shall be specified.

  • Article 7: Before the election starts, the chairman shall appoint a certain number of vote supervisors and vote counters to conduct vote opening.

  • Article 8: The voting box shall be prepared by the board of directors and shall be open for public inspection by the vote supervisor before voting.

  • Article 9: If a candidate is a shareholder, the elector shall specify in the “candidate” column the candidate account name and shareholder account name. If the candidate is not a shareholder, the candidate’s name and ID number shall be specified. However, if the candidate is a government or corporate shareholder, the candidate account name column on the ballot shall be identified with the name of such government or corporation. Alternatively,

  • the name and representative’s name of such government or corporation may be specified. If there are multiple number of representatives, all names of the representatives shall be specified.

Article 10: Any ballot with any of the below events shall be invalid:

  • (1)Any ballot other than the ballots provided in accordance with these Regulations. (2)Blank ballot inserted into the voting box. (3)Illegible or altered ballot.

  • (4)If the candidate is a shareholder, inconsistent account name or shareholder account number with the shareholders register. If the candidate is not a shareholder, inconsistent name or ID number following verification.

  • (5)Two or more candidates listed in the same ballot. (6)Any text included other than the candidate’s account name (name) or shareholder account name (ID number) and the number of votes casted.

  • (7)Failure to complete with the candidate’s account name (name) or shareholder account name (ID number).

  • Article 11: Deleted.

50

  • Article 12: Votes shall be opened on site once it is completed. The results of the votes shall be announced by the chairman on site.

  • Article 13: Election notices shall be distributed to the elected directors by the board of directors of the Company.

  • Article 14: These Regulations, including any amendment hereto, shall be implemented following the approval by the general shareholders’ meeting.

51

Appendix 4. Shareholdings of All Directors

Shareholdings of All Directors

Record Date: April 12, 2025 Record Date: April 12, 2025 Record Date: April 12, 2025 Record Date: April 12, 2025
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 0.01%
Director Ding Wan Investment and Industrial Co., Ltd.
Representative: KrengBor-Wen
Vice Chairman Koito Manufacturing Co., Ltd.
Representative：Iwanabe Megumi		 24,774,750 32.50%
Director Koito Manufacturing Co., Ltd.
Representative：KONAGAYA HIDEHARU
Director Koito Manufacturing Co., Ltd.
Representative：YAMAMOTO KAKUYA
Director Da Wei Investment Enterprise Co., Ltd.
Representative: Wu Ma Hui-Er		 20,797,622 27.28%
Independent
Director		 Chang Jui-Hui 0 0.00%
Independent
Director		 Lo Bin-Hsien 0 0.00%
Independent
Director		 Hsien Sung-Wen 0 0.00%
Minimum number of shares held by all directors according to the
law		 6,098,400 8.00% of
total shares
Number of shares held by all directors 45,582,372 59.79% of
total shares

52

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