TC - AGM Information 2024 | FinancialReports.eu

Stock code:2027 To consult information about meeting agenda, refer to the link below: http://mops.twse.com.tw

TA CHEN STAINLESS PIPE CO., LTD.

Handbook for the 2024 Annual General Meeting of Shareholders

TIME: 9:00 a.m. June 19, 2024

VENUE: No. 261, Nanmen Rd., South Dist., Tainan City 702, Taiwan （ The Labor Recreation Center ）

Table of Contents
I. Meeting Procedure................................................................................................ II. Meeting Agenda.................................................................................................. 1. Report Items................................................................................................................. 2. Matters for Ratification……………….…................................................................... 3. Extemporary Motion…............................................................................................... III. Attachment 1. Annual Business Report (Attachment 1)…………………………………………… 2. Review Report of Audit Committee (Attachment 2)……………….……………… 3. Remuneration of Directors and Independent Directors (Attachment 3).………..… 4. Independent Auditors’ Report and 2022 Financial Statements (Attachment 4)….… IV. Appendix 1. Rules of Procedure for Shareholders’ Meetings (Appendix 1)……………..……… 2. Articles of Incorporation (Appendix 2)….………………………….……………… 3. Current Shareholdings of Directors and Minimum Shareholdings (Appendix 3)…. 4. Other Information (Appendix 4)……..………………………….…………...	Page
	1 2 3 6 8 9 14 15 17 37 40 47 48

Table of Contents

I. Meeting Procedure................................................................................................
II. Meeting Agenda..................................................................................................
1. Report Items.................................................................................................................
2. Matters for Ratification……………….…...................................................................
3. Extemporary Motion…...............................................................................................
III. Attachment
1. Annual Business Report (Attachment 1)……………………………………………
2. Review Report of Audit Committee (Attachment 2)……………….………………
3. Remuneration of Directors and Independent Directors (Attachment 3).………..…
4. Independent Auditors’ Report and 2022 Financial Statements (Attachment 4)….…
IV. Appendix
1. Rules of Procedure for Shareholders’ Meetings (Appendix 1)……………..………
2. Articles of Incorporation (Appendix 2)….………………………….………………
3. Current Shareholdings of Directors and Minimum Shareholdings (Appendix 3)….
4. Other Information (Appendix 4)……..………………………….…………...

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Ta Chen Stainless Pipe Co., Ltd.

Meeting Procedure of the 2024 Annual General Meeting of Shareholders

Call Meeting to Order (Report the total number of shares in attendance)
Chairman’s Address
Reported Items
Matters for Ratification
Extemporary Motions

6. Meeting Adjournment

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Ta Chen Stainless Pipe Co., Ltd. 2024 Annual General Shareholders’ Meeting Agenda

Time: 9:00 a.m. June 19, 2024 (Wednesday)

Venue: No. 261, Nanmen Rd., Tainan City (Labor Recreation Center)

Shareholders Meeting will be held by means of: physical shareholders meeting

Meeting as Read
Chairman’s Address
Reported Items

Item 1: 2023 company's business report and financial statements.

Item 2: Audit Committee's Review Report on the 2023 Financial Statements.

Item 3: Report on 2023 employees' and directors' remuneration.
Item 4: Report on 2023 compensation of directors.

Item 5: Report of implementation of indirect investments in the PRC.

Item 6: Report of Endorsement guarantee and Loaning Funds to Others.

Matters for Ratification

Item 1: Adoption of the 2023 Business Report and Financial Statements. Item 2: Adoption of the appropriations of earnings for 2023.

Extemporary Motions
Meeting Adjournment

- 2 -

Reported Item

No. 1

Proposal: The Company's 2023 Business Report and Financial Statements. Explanation: Please refer to Page 9 hereof for the “2023 Annual Business Report” (Attachment 1)

Reported Item

No. 2

Proposal: Audit Committee’s Review Report on the 2023 Financial Statements.

Explanation: Please refer to Page 14 hereof for the “Audit Committee’s Review Report” (Attachment 2)

Reported Item

No. 3

Proposal: Report on 2023 employees' and directors' remuneration.

Explanation: 1. 2023 Net income before tax is NT$6,193,563,953 (before deducting the remuneration of employees and directors). In accordance with Article 18-1 of the Articles of Incorporation, it has been proposed that the Company disburses in cash with 0.39% to directors and 3% to employees.

The amount of Remuneration for directors totaled NT$24,000,000, equally distributed to 8 directors (Excluding Independent Directors) with the amount of NT$3,000,000 for each.
The amount of Remuneration for employees is NT$185,806,919.

Reported Item

No. 4

Proposal: Report on 2023 compensation of directors.

Explanation: The Company reports the 2023 remuneration received by Directors, including the remuneration policy, the details and amount of the remuneration received by individual directors at the Annual Shareholder’ Meeting in accordance with Article 10-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Please refer to Page 15 for the relevant content. (Attachment 3)

Reported Item

No. 5

Proposal: Report on implementation of indirect investments in the PRC. Explanation: The information of Company’s investment in PRC is stated as follows:

Name of Company	Investment method	Contribution Accumulated investment amount Maximum Investment
Shijiazhuang Tachen Jitai Machinery Co., Ltd.	Operated according to the supervision of the subsidiary Ta Chen(B.V.I.)Holdings,Ltd.	US$4,750,000 (NT$145,849,000) NT$37,835,998,000 US$11,935,000 (NT$366,464,000)
Ta Chen (Boye) Machinery Co., Ltd.	Operated according to the supervision of the subsidiary Ta Chen(B.V.I.)Holdings,Ltd.	US$11,935,000 (NT$366,464,000)

- 3 -

Yinrong (Shanghai) RMB$500,000 Investment Management 100% shareholding (NT$2,163,000)

Limited.

Note 1: The Company’s collaboration amounted to NT$63,059,997,000 till December 31, 2023. (At the exchange rate $1USD : $30.705NTD and $1RMB : $4.327NTD)
Note 2: The maximum investment is 60% of the Company’s collaboration (Accumulated), in accordance with the “Regulation Governing the Approval Of Investment Or Technical Cooperation in Mainland China” of the Investment Commission promulgated on August 29, 2008.

Reported Item

No. 6

Proposal: Report of Endorsements/Guarantees and Loaning Funds to Others.

Explanation: 1. The endorsements and guarantees made by the Company for business up to February 29, 2024 are as follows:

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Name of company as Endorsed/ guaranteed Amount
Date Amount (NT$) Type
guarantor/endorser party (US$/$RMB)
TA CHEN EMPIRE Financing
2017.7 189,480,000 US$6,000,000
STAINLESS PIPE RESOURCES, INC. Guarantee
TA CHEN TMCT PRODUCTS, Financing
2021.5 198,954,000 US$6,300,000
STAINLESS PIPE INC. Guarantee
TA CHEN Ta Chen Lung Mei Financing
2021.11 200,000,000
STAINLESS PIPE Home Life Co., Ltd. Guarantee
TA CHEN Ta Chen (B.V.I.) Financing
2022.3 110,530,000 US$3,500,000
STAINLESS PIPE Holdings, Ltd. Guarantee
TA CHEN Ta Chen Lung Mei Financing
2022.9 300,000,000
STAINLESS PIPE Home Life Co., Ltd. Guarantee
TA CHEN Ta Chen Lung Mei Financing
2023.3 200,000,000
STAINLESS PIPE Home Life Co., Ltd. Guarantee
TA CHEN Financing
2023.3 TCI Texarkana, Inc. 947,400,000 US$30,000,000
STAINLESS PIPE Guarantee
TA CHEN Ta Chen Lung Mei Financing
2023.4 50,000,000
STAINLESS PIPE Home Life Co., Ltd. Guarantee
TA CHEN Ta Chen Lung Mei Financing
2023.5 100,000,000
STAINLESS PIPE Home Life Co., Ltd. Guarantee
TA CHEN Ta Chen Lung Mei Financing
2023.7 100,000,000
STAINLESS PIPE Home Life Co., Ltd. Guarantee
TA CHEN Wei Mei Hsin Shu Financing
2023.8 STAINLESS PIPE Interior Decoration Co., 30,000,000 Guarantee
Ltd.
TA CHEN Wei Mei Hsin Shu Financing
2023.9 STAINLESS PIPE Interior Decoration Co., 35,000,000 Guarantee
Ltd.
TA CHEN Wei Mei Hsin Shu Financing
2023.9 STAINLESS PIPE Interior Decoration Co., 30,000,000 Guarantee
Ltd.
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2023.9 TA CHEN STAINLESS PIPE Ta Chen Lung Mei Home Life Co.,Ltd. 100,000,000 Financing Guarantee	2023.9 TA CHEN STAINLESS PIPE Ta Chen Lung Mei Home Life Co.,Ltd. 100,000,000 Financing Guarantee	2023.9 TA CHEN STAINLESS PIPE Ta Chen Lung Mei Home Life Co.,Ltd. 100,000,000 Financing Guarantee	2023.9 TA CHEN STAINLESS PIPE Ta Chen Lung Mei Home Life Co.,Ltd. 100,000,000 Financing Guarantee	2023.9 TA CHEN STAINLESS PIPE Ta Chen Lung Mei Home Life Co.,Ltd. 100,000,000 Financing Guarantee
2023.10 TA CHEN STAINLESS PIPE Ta Chen Lung Mei Home Life Co.,Ltd. 100,000,000 Financing Guarantee
2023.10 TA CHEN STAINLESS PIPE Ta Chen Lung Mei Home Life Co.,Ltd. 700,000,000 Financing Guarantee
2023.11 TA CHEN STAINLESS PIPE Ta Chen (Boye) MachineryCo.,Ltd. 157,680,000 RMB$36,000,000 Financing Guarantee
2023.12	TA CHEN STAINLESS PIPE	Ta Chen Lung Mei Home Life Co.,Ltd.	100,000,000	Financing Guarantee

The total amounts of endorsements/guarantees as above are NT$3,649,044,000 at an exchange rate of US$:NT$ @31.580 and RMB:NT$ @4.380 in February, 2024), it does not exceed the threshold referred to in the subparagraph 3, Article 5 of the Company's existing “Endorsement/Guarantee Operating Procedure”, providing that “The endorsement/guarantee to subsidiaries cannot exceed 200% of the Company’s net value” . The endorsement/guarantee made for a single enterprise in the current period shall not exceed 200% of the Company's net value. (Net Value ＝ NT$63,059,997,000×200% 126,119,994,000 on December 31, 2023)

The Company loaning funds to others as of February 29, 2024 are as follows:

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In Thousands of
New Taiwan Dollars
Reasons for
Highest Balance Interest Rate
Lender Borrower Ending Balance Short-term
for the Period (%)
Financing
The TCI Texarkana, 2,842,200 2,842,200 5.4%~5.85% Operating
Company Inc. (US$90,000,000) (US$90,000,000) capital
Ta Chen Lung Mei
The Operating
Home Life Co., 200,000 200,000 1.8%
Company capital
Ltd.
The Wei Mei Roller Blind Operating
80,000 80,000 1.8%
Company Co., Ltd. capital
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The total loaned funds to others as above are NT$3,122,200,000, it does not exceed the threshold referred to in the Article 5 of the Company's existing “Procedures for Loaning of Funds to Others Comparison Table of Amendments” providing that “loaned funds to others cannot exceed 40% of the Company’s net value” and “the board of directors deems it necessary to provide short-term financing cannot exceed 10% of the Company’s net value”. The total loaned funds to others in the current period shall not ＝ exceed 40% of the Company’s net value. (Net Value NT$63,059,997,000×40% 25,223,999,000 on December 31, 2023) ； The loaned funds made for a single enterprise in the current period shall not exceed 10% of the Company's net value. (Net Value ＝ NT$63,059,997,000×10% 6,306,000,000 on December 31, 2023)

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No. 1 (Proposed by the Board of Directors)

Matters for Ratification

Proposal: Adoption of the 2023 Business Report and Financial Statements.

Explanation: 1. The 2023 Business Report and Financial Statements have been approved by the Board of Directors, and reviewed by the Audit Committee. The Financial Statements were also audited by CPA Chi-Chen Lee , and Chao-Chin Yang, CPA of Deloitte & Touche.

Please refer to Page 17 hereof for said “Financial Statements and Independent Auditor Report” (Attachment 4).

Resolution:

Matters for Ratification

No. 2 (Proposed by the Board of Directors)

Proposal: Adoption of the appropriations of earnings for 2023. Explanation: The Company's Distribution of 2023 Profits as following:

Ta Chen Stainless Pipe Co., Ltd. Earnings Distribution Plan 2023

Unit: NT$

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Amount
Undistributed earnings from previous years $ 8,726,472,280
Retained earnings adjusted due to investment under 22,227,699
equity method
Re-measurement of Defined benefit plans of the net 375,515
defined benefit of Retained Earnings
Retained Earnings After Adjustment 8,749,075,494
Net Profit 5,330,801,910
Less: 10% Legal Reserve ( 535,340,512 )
Add: Special reserve provided pursuant to laws 64,307,617
Retained Earnings of 2023 13,608,844,509
Distribution
Cash dividends of Common Stocks-NT$ 1.2 per share ( 2,921,112,738 )
Unappropriated Retained Earnings $ 10,687,731,771
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Chairman: Li-Yun Hsieh CEO: Rung-Kun Shieh Accounting Manager: Jian-Chong Weng

- 6 -

Note 1. Based on 2,434,260,615 outstanding ordinary shares of Company on February 29, 2024, the cash dividend to be allocated is NT$1.8 per share. The cash dividends will be allocated on a pro rata basis and rounded down to the nearest NT$1 with the sum of all fractional dividends less than NT$1 being distributed by diminishing Shareholder Account Number until the match distribution of cash dividend.

Note 2. If the factors, such as buying back the Company’s share, or transferring or selling the treasury share of Company, or issuance of stock and capital increasing by cash affect the distributable shares of Company and result in changes of distribution yield of shareholders and are required to modify, it is proposed the Shareholders’ Meeting authorizes the Board of Directors to adjust it.

Resolution:

- 7 -

Extemporary Motions

Meeting Adjournment

- 8 -

(Attachment 1)

2023 Annual Business Report

1 Business Report of the Previous Fiscal Year (2023 Fiscal Year – January 1[st] , 2023 to December 31[st] , 2023)
(I) Implementation results of the business plan of the Previous Fiscal Year:
1. Implementation of the Business Report of the Previous Fiscal Year: (For the Financial Report of January 1[st] , 2023 to December 31[st] , 2023, please see Page 17) The turnover of the Company in 2023 is NT$101,256,601 thousand, which is NT$12,891,969 thousand less than that in 2022, with a decrease of 11%; profit before tax is NT$9,608,340 thousand, which is NT$9,577,883 thousand less than that of 2022, with a decrease of 50%. The detailed reasons of which are as follows:

(1) Stainless Steel Department

Unit: NTD thousand / Ton

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2023 2022 Increase Increase
(Decrease) (Decrease)
%
Operating 36,173,532 43,109,096 ( 6,935,564) (16)
Revenue
Operating cost 30,462,338 30,410,928 51,410 -
Operating 5,711,194 12,698,168 ( 6,986,974) (55)
Gross Revenue
Number of 171,167 200,627 (29,460) (15)
Sales
Number of 184,143 208,433 (24,290) (12)
Production
Unit Sales 211 215 (4) (2)
Unit Cost 178 152 26 17
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In 2023, due to the raise of Federal Reserve’s substantial rate and the increase of raw materials cost, Customers are conservative in purchasing goods, which reduces sales volume. Gross Revenue is NT$6,986,974 thousand less than that of 2022, with a decrease of 55%.

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(2) Fastener Department

Unit: NTD thousand / Ton

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2023 2022 Increase Increase
(Decrease) (Decrease)%
Operating Revenue 22,734,778 24,669,057 ( 1,934,279) (8)
Operating cost 14,759,316 15,001,206 ( 241,890) (2)
Operating Gross 7,975,462 9,667,851 ( 1,692,389) (18)
Revenue
Number of Sales 169,825 180,992 (11,167) (6)
Number of Purchase 165,964 248,844 (82,880) (33)
Unit Sales 134 136 (2) (1)
Unit Cost 87 83 4 5
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In 2022, the U.S. government announced the promotion of large-scale infrastructure projects covering the construction of hardware facilities. The construction of said hardware facilities drove the demand for the raw materials including plastics, steels and cement. However, due to the raise of Federal Reserve’s substantial rate and high inflationary pressures in the United States, the global economic growth momentum declined in 2023, compared with the high basis of economic growth in 2022. The operating revenue and the gross profit margin from fastener products decreased NT$1.9 billion and 18% in 2023 from the same period of last year, which was due to the increase in raw material costs and sea freight. In addition, the purchase volume in 2023 also decreased due to the slowdown in market demand.

(3) Aluminum Product Department

Unit: NTD thousand / Ton

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2023 2022 Increase Increase
(Decrease) (Decrease)
%
Operating Revenue 39,623,276 45,196,057 ( 5,572,781) (12)
Operating cost 34,580,796 36,899,934 ( 2,319,138) (6)
Operating Gross 5,042,480 8,296,123 ( 3,253,643) (39)
Revenue
Number of Sales 266,610 272,953 (6,343) (2)
Number of Purchase 210,398 267,605 (57,207) (21)
Unit Sales 149 166 (17) (10)
Unit Cost 130 135 (5) (4)
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In 2023, due to the raise of Federal Reserve’s substantial rate, customers are conservative in purchasing goods, which caused a decline in revenue. Gross Revenue is NT$3,253,643 thousand less than that of 2022, with a decrease of 39%.

(4) Window decoration and other product department

Unit: NTD thousand / Ton

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2023 2022 Increase Increase
(Decrease) (Decrease)
%
Operating
2,725,015 1,174,360 1,550,655 132
Revenue
Operating cost 1,997,354 798,925 1,198,429 150
Operating
727,661 375,435 352,226 94
Gross Revenue
Number of
Note Note - -
Sales
Number of
Purchase Note Note - -
Unit Sales - - - -
Unit Cost - - - -
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Note ： Not applicable due to unit differences.

It is primarily engaged in the window decoration and forging product business. Due to the consolidation of Right Way since July 2022 and with the continuous expansion of window decoration business in 2023, the sales revenue increased compared with that in 2022.

(II) Execution of Operating Income and Expense Budget: Not Applicable

(III) Financial Income and Expenses:

Unit: NTD thousand

Item	2023	2022	Amount Increased / Decreased
Net Cash Inflow from Operating Activities	25,262,647	4,093,811	21,168,836
Net Cash Inflow (Outflow) from Investing Activities	( 9,533,931 )	( 6,091,953 )	( 3,441,978 )
Net Cash Inflow (Outflow) of Fundraising Activities	( 17,595,358 )	3,494,550	( 21,089,908 )

Net cash inflow increased due to accelerated inventory elimination.

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Net cash outflows from investing activities increased due to increased capital expenditures related to plant expansion in the United States.
Due to the repayment of long-term and short-term borrowings and the payment of cash dividends this year

(IV) Analysis of Profitability:

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2023 2022
Return on Assets (%) 5.50 12.03
Return on Shareholders’ Equity (%) 9.18 22.44
Ratio of Operating Profit in Paid-in 36.38 91.33
Capital (%)
Ratio of Net Profit Before Tax in 39.47 94.58
Paid-in Capital (%)
Net Profit Rate (%) 6.73 12.61
Earnings per Share (NTD) – After 2.30 5.15
Tax
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In 2023, due to the raise of Federal Reserve’s substantial rate, Customers are conservative in purchasing goods, which reduces sales volume, gross profit, pre-tax profit and net profit compared with these in 2022.

(V) Research Development:

For the goal to become a professional manufacturer of vertical and horizontal stainless steel industry and relevant products, apart from improving the quality and research efficiency of existing products, the Company also aggressively reaches out to the field of plastic and wooden curtain products, and have achieved good results of its work.

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2 Business Summary of the Current Fiscal Year (January 1[st] , 2024 to December 31[st] , 2024)
(I) The operating policies for the current fiscal year are as follows:
1. To improve production procedure and marketing strategies to lower costs and increase product competitiveness.
2. To expand the markets abroad to pave the marketing channels of the Company’s subsidiary in America to increase revenue and profit.
(II) The Company’s expected number of sales and the basis of which in 2024 are as follows:

Unit: Ton

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Annual Expected Number of
Major Products Basis
Sales (Ton)
Stainless Steel Products 200,000 Past sales performance and
Screws and Screw-Nuts 200,000 expected supply and
demand situation of the
Aluminum Products 280,000
current fiscal year
Window decoration product 12,000
Total 692,000
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(III) Important Production and Marketing Policy
1. Continue to expand foreign markets.
2. Increase the efficiency of machine equipment production.
3. Strengthen quality control for stable product quality.
4. Enhance competitive advantage and improve the administration efficiency through comprehensive information operation.
3 Future Development strategy of the Company: Link closely the golden triangle of “Taiwan Operation”, “Global Production” and “Global Sales”, creating a new pattern for traditional industries.
4 Impact of external environment of competition, regulatory environment and overall business operation environment
Pricing competition of the steel market is fierce. In addition, there are trade barriers in various countries around the world, therefore, the dumping cases are not uncommon.
The impact of the regulatory aspect is relatively low.
Stainless steel, screws, screw-nuts and aluminum products are all basic materials of industrial development, which is closely related to the performance of the overall economic environment.

CEO: Rung-Kun Shieh

Accounting Manager: Jian-Chong Weng

Chairman: Li-Yun Hsieh

- 13 -

(Attachment 2)

Ta Chen Stainless Pipe Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 Financial Statements audited by Deloitte & Touche Taiwan, earnings distribution plan and business report. The Audit Committee has reviewed the aforementioned financial statements and documents, and concluded all information is presented fairly. We hereby submit this report pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act.

Respectfully submitted,

To:

2024 Annual General Meeting of Ta Chen Stainless Pipe Co., Ltd.

Audit committee of Ta Chen Stainless Pipe Co., Ltd.

Independent Director: Ming-Chang Shen Independent Director: Chun-An Hsu Independent Director: Kuang-Hsiang Wang Independent Director: Kuang-Tzu Wang

March 12, 2024

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(Attachment 3)

Remuneration of Directors and Independent Directors

December 31[st] , 2023 Unit: NT$

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Compensa
Director Remuneration Gross profit ratio of A, B, Relevant Remuneration for Part-time Employees Gross profit ratio of A, B,
tion paid
C and D in the total C, D, E, F and G in the total
Business Execution Expense Salary, Bonus and Special by an
Remuneration (A) Retirement Pension (B) Director Remuneration (C) remuneration Retirement Pension (F) Employee Remuneration (G) remuneration
(D) Allowance (E) reinvested
All All Companies company
Post Name Compani All All Companies All All All All The Company included in the All other than
es Companies Companies Companies Companies Companies Companies the
The The included in the The The The The Financial Report The
included included in The Company included in included in included in included in included in subsidiary
Company Company Financial Company Company Company Company Company
in the the Financial the Financial the Financial the Financial the Financial the Financial or the
Financial Report Report Report Report Report Report Cash Bonus Bonus Stock Cash Bonus BonusStock Report parent
Report company
Wei-Yi Investment Co., 3,000,000 3,000,000 3,000,000 3,000,000
- - - - 3,000,000 3,000,000 - - - - - - - - - -
Ltd. 0.06% 0.06% 0.06% 0.06%
Chairman
Company Representative 90,000 90,000 90,000 90,000
- - - - - - 90,000 90,000 - - - - - - - -
Li-Yun Hsieh - - - -
Wise Creation 3,000,000 3,000,000 3,000,000 3,000,000
- - - - 3,000,000 3,000,000 - - - - - - - - - -
Investment Ltd. 0.06% 0.06% 0.06% 0.06%
Director
Company Representative 90,000 90,000 90,000 90,000
- - - - - - 90,000 90,000 - - - - - - - -
I-Lan Ou - - - -
3,090,000 3,090,000 3,090,000 11,556,856
Director Shih-Hsien Tu - - - - 3,000,000 3,000,000 90,000 90,000 - 8,466,856 - - - - - -
0.06% 0.06% 0.06% 0.22%
Ta Ying Cheng 3,000,000 3,000,000 3,000,000 3,000,000
- - - - 3,000,000 3,000,000 - - - - - - - - - -
Investment Co., Ltd. 0.06% 0.06% 0.06% 0.06%
Director
Company Representative - - - - - - - - - - 14,040,275 14,040,275 108,000 108,000 - - - - 14,148,275 14,148,275
Rung-Kun Shieh - - 0.27% 0.27%
3,090,000 3,090,000 3,090,000 3,090,000
Director Chao-Jin,Tsai - - - - 3,000,000 3,000,000 90,000 90,000 - - - - - - - - None
0.06% 0.06% 0.06% 0.06%
3,090,000 3,090,000 3,090,000 3,090,000
Director Yong-Yu Tsai - - - - 3,000,000 3,000,000 90,000 90,000 - - - - - - - -
0.06% 0.06% 0.06% 0.06%
3,000,000 3,000,000 4,888,919 4,888,919
Director Erh-Yi Hsieh - - - - 3,000,000 3,000,000 - - 740,274 740,274 45,216 45,216 1,103,429 - 1,103,429 -
0.06% 0.06% 0.09% 0.09%
Linfangjin Charitable 3,090,000 3,090,000 3,090,000 3,090,000
- - - - 3,000,000 3,000,000 90,000 90,000 - - - - - - - -
Foundation 0.06% 0.06% 0.06% 0.06%
Director
Company Representative
Mei-Feng Lin - - - - - - - - - - - - - - - - - - - -
Independent 960,000 1,440,000 960,000 1,440,000
Chun-An Hsu 960,000 1,440,000 - - - - - - - - - - - - - -
Director 0.02% 0.03% 0.02% 0.03%
Independent 1,200,000 2,886,372 1,200,000 2,886,372
Ming-Chang Shen 1,200,000 2,880,000 - - - - - 6,372 - - - - - - - -
Director 0.02% 0.05% 0.02% 0.05%
Independent 960,000 1,440,000 960,000 1,440,000
Guang-Hsiang Wang 960,000 1,440,000 - - - - - - - - - - - - - -
Director 0.02% 0.03% 0.02% 0.03%
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Apart from the above-disclosed table, remuneration enlisted by company directors for the providence of service as stated in the financial report in the recent fiscal year is (such as the post as consultant for part-time employees): 0
Note 1. Please state the policy, system, standard and structure for paying the remuneration to ordinary directors and independent directors, as well as the relation between factors, such as duties, risks, devotion time, and the paid amount of remuneration paid:
The independent directors of the Company receive fixed remuneration, do not participate in profit distribution, and they are entitled to receive transportation expenses based on actual attendance at meetings. Moreover, the policy and standard for paying the remuneration to directors are regulated by Article 18.1 of the Company’s by-law:” 3% of the Company's annual net profit before deduction of employee compensation and directors' remuneration shall be allocated to the employee's remuneration, while no more than 1.5% shall be director's remuneration. However, if the company still has accumulated losses (including adjustment of retained earnings amount), the amount of compensation should be retained in advance. The employee's remuneration mentioned in the preceding paragraph can be given by shares or cash, and the objects of payment may include the employees of the subordinate companies that meet the conditions set by the board of directors. Nevertheless, the directors' remuneration can only be paid in cash. The resolution of the previous two items shall be passed by the board of directors and reported to the shareholders' meeting.” and regulated by Article 16 of the Company’s by-law:” The resolution of directors' remuneration is authorized to the board of directors and is made based on the level of the industry.” In addition, the Company also utilizes the individual director performance evaluation results according to the "Board of Directors Performance Evaluation Procedures" as a reference for salary compensation.
In addition to the disclosure in the preceding table, the remuneration given to the directors for providing services to all the companies in the financial statement during the most recent year (including as a non-employee advisor for all companies/investees under the parent company/in the Financial Report): None.
3.The Directors Ling-Hwa Wang was newly elected during the directors’ re-election of the Annual Shareholder’s Meeting on June 26, 2023. Date of resignation was August 29, 2023.
The re-election was held during the Annual Shareholders’ Meeting on June 26, 2023. The Directors Jung-Huei, Hsieh was dismissed.

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(Attachment 4)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Ta Chen Stainless Pipe Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Ta Chen Stainless Pipe Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph),the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China (ROC).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2023 is described as follows:

Authenticity of Revenue Recognition from Specific Customers, Sale Models and Products

Sales revenue of the Group comes primarily from the sale of goods to specific customers, sale models and the sale of specific products. Since revenue from the specific customers and sale of products is material to the consolidated financial statements, considering that there is a presumed significant risk in revenue recognition, the authenticity of revenue recognition from specific sales model customers and sale of products has a significant impact on the consolidated financial statements. Therefore, the authenticity of revenue recognition from specific customers and sale of products was identified as a key audit matter for the year ended December 31, 2023. For the relevant accounting policies of revenue recognition, refer to Note 4(q).

The main audit procedures that we performed in regard of the aforementioned key audit matter are as follows:

We obtained an understanding of and tested the effectiveness of the design of the relevant internal controls and implementation related to revenue recognition from specific customers, sale models and products.
We selected samples and checked the documents and payment status related to the sales revenue of the specific customers, sale models and products to verify the occurrence of the sales.

Emphasis of Matter

Refer to Note 29 to the consolidated financial statements, the Group acquired shares of Wei Mei Hsin Shu Design Co., Ltd. in May 2022. As a result of the fact that the valuation report had completed in May 2023, we reviewed and retrospective restated the consolidated financial statements for the year ended December 31, 2022 in according to the regulations. Our opinion result is not modified in respect of this matter.

Other Matter

We have also audited the parent company only financial statements of Ta Chen Stainless Pipe Co., Ltd. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion with other matter paragraph.

We did not audit the financial statements of Right Way Industrial (Malaysia) Sdn. Bhd. and its subsidiary included in the consolidated financial statements of the Group, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included for Right Way Industrial (Malaysia) Sdn. Bhd. and its subsidiary, is based solely on the reports of other auditors. As of December 31, 2023 and 2022, the total assets of the above subsidiaries were NT$469,929 thousand and NT$469,744 thousand, accounting for 0.35% and 0.32%, respectively, of consolidated total assets; for the years ended December 31, 2023 and 2022, the total revenue was NT$209,239 thousand and NT$73,710 thousand, accounting for 0.21% and 0.06%, respectively, of consolidated total revenue. We did not audit the financial statements of TY Steel Co., Ltd. included in the consolidated financial statements of the Group, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included for TY Steel Co., Ltd., is based solely on the reports of other auditors. As of December 31, 2023 and 2022, the total amount of the above investments accounted for using the equity method was NT$481,846 thousand and NT$615,011 thousand, accounting for 0.36% and 0.42%, respectively, of consolidated total assets; for the years ended December 31, 2023 and 2022, the total comprehensive income of the above investments accounted for using the equity method was NT$(136,447) thousand and NT$(221,287) thousand, accounting for (2.33%) and (1.01%), respectively, of consolidated total comprehensive income.

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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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 maintain professional skepticism throughout the audit. We also:

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

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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Deloitte & Touche Taipei, Taiwan Republic of China March 14, 2024

Notice to Readers

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

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

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Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) Financial assets at amortized cost - current (Notes 4, 9 and 34) Financial assets for hedging - current (Notes 4 and 32) Notes receivable (Note 10) Accounts receivable, net (Notes 4, 10, 25 and 34) Other receivables (Note 33) Current tax assets (Notes 4 and 27) Inventories (Notes 4, 11 and 34) Prepayments (Notes 19 and 33) Non-current assets held for sale (Notes 4 and 12) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 14) Financial assets at amortized cost - non-current (Notes 4, 9, 33 and 34) Derivative financial assets for hedging - non-current (Notes 4 and 32) Investments accounted for using the equity method (Notes 4, 5 and 14) Property, plant and equipment (Notes 4, 15 and 34) Right-of-use assets (Notes 4 and 17) Investment properties (Notes 4 and 16) Goodwill (Notes 4 and 18) Other intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 27) Prepayments for equipment and properties (Note 19) Net defined benefit assets - non-current (Notes 4 and 23) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 20 and 34) Short-term bills payable (Notes 20 and 34) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Contract liabilities - current (Note 25) Notes payable (Note 21) Accounts payable (Note 21) Accounts payable to related parties (Note 33) Other payables (Note 22) Current tax liabilities (Notes 4 and 27) Lease liabilities - current (Notes 4 and 17) Current portion of long-term borrowings (Notes 20 and 34) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - non-current (Notes 4 and 7) Long-term borrowings (Notes 20 and 34) Deferred tax liabilities (Notes 4 and 27) Lease liabilities - non -current (Notes 4 and 17) Long-term payables Net defined benefit liabilities - non-current (Notes 4 and 23) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 24) Total equity TOTAL The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 14, 2024)		December 31, 2023 Amount % $ 9,424,771 7 363,663 - 79,030 - 4,237,146 3 - - 58,572 - 7,466,965 6 343,010 - 1,133,906 1 56,615,858 42 2,612,686 2 - - 67,094 - 82,402,701 61 411,934 - 786,447 1 1,501,490 1 697,866 1 526,927 - 29,301,180 22 7,930,832 6 1,185,148 1 4,186,666 3 1,586,433 1 1,806,530 1 2,368,615 2 133,774 - 288,769 - 52,712,611 39 $ 135,115,312 100 $ 17,955,293 13 569,906 1 175,429 - 145,627 - 108,038 - 1,666,922 1 310,795 - 3,153,930 2 918,108 1 1,131,386 1 1,274,888 1 584,075 1 27,994,397 21 - - 22,870,654 17 1,885,655 1 7,729,011 6 45,182 - 2,281 - 108,823 - 32,641,606 24 60,636,003 45 24,342,606 18 23,001,551 17 4,217,219 3 64,308 - 14,079,877 11 18,361,404 14 1,740,595 1 (4,386,159) (3) 63,059,997 47 11,419,312 8 74,479,309 55 $ 135,115,312 100		December 31, 2022 (Audited after Restatement)
				Amount % $ 11,234,287 8 122,249 - 79,240 - 2,594,949 2 44,885 - 40,019 - 8,065,531 6 725,291 1 1,742,653 1 72,103,060 49 2,118,277 1 92,619 - 83,112 - 99,046,172 68 - - 741,799 - 1,394,676 1 1,595,174 1 650,254 - 22,992,358 16 7,300,665 5 1,067,168 1 4,187,281 3 1,895,600 1 2,684,213 2 2,719,084 2 109,717 - 61,925 - 47,399,914 32 $ 146,446,086 100 $ 13,650,609 9 889,310 1 182,453 - 173,958 - 83,868 - 2,572,718 2 424,050 - 3,899,554 3 1,595,242 1 985,981 1 9,066,292 6 896,656 1 34,420,691 24 200 - 28,987,572 20 1,821,441 1 7,123,761 5 51,153 - 18,737 - 125,336 - 38,128,200 26 72,548,891 50 20,285,505 14 22,783,377 15 3,025,798 2 3,883,805 3 15,024,018 10 21,933,621 15 2,733,151 2 (4,473,674) (3) 63,261,980 43 10,635,215 7 73,897,195 50 $ 146,446,086 100

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Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4 and 25) OPERATING COSTS (Notes 11, 26 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 10, 26 and 33) Selling and marketing expenses General and administrative expenses Expected credit (gain) loss Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 26) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 12, 14, 26 and 33) Interest income Gain from bargain purchase - acquisition of subsidiaries Other income Other gains and losses Finance costs Share of profit or loss of associates Total non-operating expenses PROFIT BEFORE INCOME TAX FOR THE YEAR INCOME TAX EXPENSE (Notes 4 and 27) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 24 and 27) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income		2023 Amount % $ 101,256,601 100 81,799,804 81 19,456,797 19 3,098,690 3 7,491,270 7 (4,552) - 10,585,408 10 (15,415) - 8,855,974 9 286,613 - - - 335,834 - 1,442,133 2 (1,159,200) (1) (153,014) - 752,366 1 9,608,340 10 2,797,796 3 6,810,544 7 24,206 - (8,233) -		2022
				Amount % $ 114,148,570 100 83,110,993 73 31,037,577 27 3,581,140 3 8,920,812 8 4,664 - 12,506,616 11 (4,759) - 18,526,202 16 86,225 - 110,248 - 365,055 - 1,625,540 2 (1,215,810) (1) (311,237) - 660,021 1 19,186,223 17 4,787,359 4 14,398,864 13 40,105 - (17,897) - (Continued)

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Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Gain on hedging instruments not subject to basis adjustment Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (New Taiwan Dollars; Note 28) Basic Diluted		2023 Amount % $ (1,162) - 14,811 - 163,045 - (975,980) (1) (161,330) - (974,265) (1) (959,454) (1) $ 5,851,090 6 $ 5,330,802 5 1,479,742 2 $ 6,810,544 7 $ 4,360,849 4 1,490,241 2 $ 5,851,090 6 $ 2.30 $ 2.29		2022
				Amount % $ (4,780) - 17,428 - 5,451,186 5 1,984,945 1 (24,745) - 7,411,386 6 7,428,814 6 $ 21,827,678 19 $ 12,025,615 11 2,373,249 2 $ 14,398,864 13 $ 18,717,412 16 3,110,266 3 $ 21,827,678 19 $ 5.15 $ 5.12

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

(With Deloitte & Touche auditors’ report dated March 14, 2024)

(Concluded)

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Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

				Equity Att	ributable to Owners of the Company	ributable to Owners of the Company			Total Equity $ 54,426,116 - - (3,615,239) - (1,159) 14,398,864 7,428,814
Share Capital $ 20,084,659 - - - 200,846 - - - - - - - - - - - - 20,285,505 - - - 4,057,101 - - - - - - - - - - - $ 24,342,606	Capital Surplus $ 22,993,816 - - - - - - - - - 183,741 (315,032) (78,965) (183) - - - 22,783,377 - - - - - - - - 248,425 13,249 (43,553) 53 - - - $ 23,001,551		Retained Earnings	Unappropriated Earnings $ 9,668,399 (966,840) (1,775,669) (3,615,239) (200,846) (1,159) 12,025,615 35,325 12,060,940 - - (170,955) (14,129) - - 39,516 - 15,024,018 (1,191,421) 3,819,497 (4,868,521) (4,057,101) - 5,330,802 23,044 5,353,846 - - - - - (441) - $ 14,079,877		Other Equity	Total Other Equity $ (3,883,805) - - - - - - 6,656,472 6,656,472 - - - - - - (39,516) - 2,733,151 - - - - - - (992,997) (992,997) - - - - - 441 - $ 1,740,595	Treasury Shares $ (4,004,953) - - - - - - - - (468,721) - - - - - - - (4,473,674) - - - - - - - - - - 87,515 - - - - $ (4,386,159)
		Legal Reserve $ 2,058,958 966,840 - - - - - - - - - - - - - - - 3,025,798 1,191,421 - - - - - - - - - - - - - - $ 4,217,219	Special Reserve $ 2,108,136 - 1,775,669 - - - - - - - - - - - - - - 3,883,805 - (3,819,497) - - - - - - - - - - - - - $ 64,308		Exchange Differences on Translating the Financial Statements Foreign Operations U on F O $ (3,606,319) - - - - - - 4,759,090 4,759,090 - - - - - - - - 1,152,771 - - - - - - 137,790 137,790 - - - - - - - $ 1,290,561	nrealized Gain (loss) Financial Assets at air Value Through ther Comprehensive Income Gain (Loss) on Hedging Instruments $ 18,570 $ (296,056) - - - - - - - - - - - - (38,734) 1,936,116 (38,734) 1,936,116 - - - - - - - - - - - - (39,516) - - - (59,680) 1,640,060 - - - - - - - - - - - - (1,924) (1,128,863) (1,924) (1,128,863) - - - - - - - - - - 441 - - - $ (61,163) $ 511,197
									21,827,678
									(110) 431,216 (1,297,788) - (183) 3,201,141 - (1,074,477)
									73,897,195 - - (4,868,521) - - 6,810,544 (959,454)
									5,851,090
									580,708 21,152 (47,887) 659 124,190 - (1,079,277)
									$ 74,479,309

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

(With Deloitte & Touche auditors’ report dated March 14, 2024)

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Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected (reversed) credit loss recognized on accounts receivable Net loss (gain) on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Compensation costs of employee share options Share of (profit) loss of associates Loss on disposal of property, plant and equipment Property, plant and equipment transferred to expense Gain on derecognition of disposal groups held for sale Loss on disposal of associate Impairment loss on non-financial assets Net loss (gain) on foreign currency exchange Gain on bargain purchase and lease modifications Changes in operating assets and liabilities Notes receivable Accounts receivable Other receivables Other receivables from related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit obligation Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Acquisition of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisition of investments accounted for using the equity method Acquisition of subsidiaries (net of cash received)	2023 $ 9,608,340 2,390,907 407,086 (1,552) (226,559) 1,159,200 (286,613) (400) 659 153,014 15,415 - (4,455) - - 670,717 (18) (18,553) 705,889 401,885 - 15,965,934 (516,570) 16,628 (28,331) 15,917 (1,019,051) (714,932) (312,581) (32,769) 28,349,207 (3,086,560) 25,262,647 (50,957) 1,298 (1,667,805) - (492,803) 59,221 - -	2022 $ 19,186,223 2,109,917 350,852 4,664 136,593 1,215,810 (86,225) (1,197) - 311,237 4,759 27,359 (37,774) 79,461 1,662,913 (723,704) (111,601) (13,207) 532,115 (330,504) (6,404) (17,327,388) 640,790 (3,446) 124,752 (17,770) 562,944 1,295,372 356,573 (36,073) 9,907,041 (5,813,230) 4,093,811 (296,871) 32,737 - 3,899,561 (61,618) 36,803 (330,464) 202,305 (Continued)

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Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Net cash inflow on disposed of subsidiary Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Proceeds from disposal of intangible assets Acquisition of investment properties Increase in other non-current assets Increase in prepayments for equipment Increase in prepayments for premises Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short-term bills payable Repayments of short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in payables Repayment of the principal portion of lease liabilities Cash dividends distributed Payments for buy-back of ordinary shares Acquisition of ownership interests in subsidiaries Disposal of interests in subsidiaries Interest paid Changes in non-controlling interests Other financing activities Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ 97,074 (6,102,349) 16,090 (268,784) 187,108 (23,366) - (1,331) (297,150) (1,254,586) - 264,009 400 (9,533,931) 84,959,629 (80,651,911) 16,773,406 (17,220,000) 16,412,491 (30,696,992) (5,971) (1,082,185) (4,287,813) - - 21,152 (993,939) (791,687) (31,538) (17,595,358) 57,126 (1,809,516) 11,234,287 $ 9,424,771	2022 $ - (4,160,752) 72,589 (256,869) 202,362 (50,205) 7,232 (1,073,991) (7,414) (4,272,524) (122,244) 86,213 1,197 (6,091,953) 48,398,559 (44,832,837) 13,404,202 (13,945,000) 21,821,677 (13,428,595) (8,438) (1,106,663) (3,184,023) (240,761) (1,297,788) - (1,108,864) (903,698) (73,221) 3,494,550 406,224 1,902,632 9,331,655 $ 11,234,287

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

(With Deloitte & Touche auditors’ report dated March 14, 2024)

(Concluded)

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INDEPENDENT AUDITORS’ REPORT

Opinion

We have audited the accompanying standalone financial statements of Ta Chen Stainless Pipe Co., Ltd. (the “Company”), which comprise the standalone balance sheets as of December 31, 2023 and 2022, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the standalone financial statements, including material accounting policy information.

In our opinion and based on our and other independent auditor’s reports (refer to Other Matter paragraph), the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2023 and 2022, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing 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 Standalone Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Company’s standalone financial statements for the year ended December 31, 2023 is described as follows:

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Authenticity of Revenue Recognition from Specific Customers

Sales revenue of the Company comes primarily from the sale of goods to specific customers. Since revenue from the specific customers is significant to the financial statements, considering that there is a presumed significant risk in revenue recognition, the authenticity of revenue recognition from the specific customers has been identified as a key audit matter. Refer to Note 4 (n) to the financial statements for the accounting policies on revenue recognition.

The main audit procedures that we performed in regard of the aforementioned key audit matter are as follows:

We obtained an understanding of and tested the effectiveness of the design of the relevant internal controls and implementation related to revenue recognition from specific customers.
We selected samples and checked the documents and payment status related to the sales revenue of the specific customers to verify the occurrence of the sales.

Other Matter

We did not audit the financial statements of some investees accounted for using the equity method included in the financial statements of the Company, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included herein is based solely on the reports of other auditors. As of December 31, 2023 and 2022, the total investment of these investments accounted for using the equity method was NT$743,894 thousand and NT$877,393 thousand, accounting for 0.88% and 1.09%, respectively, of total assets; for the year ended December 31, 2023 and 2022, the amount of the Company’s share of comprehensive income of such subsidiaries was NT$(126,222) thousand and NT$(245,835) thousand, accounting for (2.89%) and (1.31%), respectively, of the Company’s comprehensive income.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2023 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.

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

Deloitte & Touche Taipei, Taiwan Republic of China March 14, 2024

Notice to Readers

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

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

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Ta Chen Stainless Pipe Co., Ltd.

STANDALONE BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 11 and 31) Notes receivable (Notes 4 and 9) Accounts receivable, net (Notes 4, 9 and 23) Accounts receivable from related parties (Notes 4, 9, 23 and 30) Other receivables Other receivables from related parties (Note 30) Inventories (Notes 4 and 10) Prepayments (Note 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 11, 30 and 31) Investment accounted for using the equity method (Notes 4, 12 and 31) Property, plant and equipment (Notes 4, 13 and 31) Investment properties (Notes 4, 14 and 31) Right-of-use assets (Notes 4 and 15) Other intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 25) Net defined benefit assets - non-current (Notes 4 and 21) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 18 and 31) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Notes payable (Note 19) Accounts payable (Notes 19 and 30) Other payables (Note 20) Current tax liabilities (Notes 4 and 25) Lease liabilities - current (Notes 4 and 15) Current portion of long-term borrowings (Notes 18 and 31) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 18 and 31) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4 and 15) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Note 22) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		December 31, 2023 Amount % $ 3,678,797 4 244,482 - 2,261,923 3 40,008 - 125,603 - 5,861,223 7 32,355 - 3,135,530 4 2,844,718 4 246,840 - 18,471,479 22 27,152 - 384,596 1 59,084,658 70 4,576,860 5 1,230,971 2 114,666 - 26,721 - 320,242 - 128,539 - 127,921 - 66,022,326 78 $ 84,493,805 100 $ 9,988,603 12 - - 105,289 - 123,746 - 807,334 1 516,285 1 50,368 - 492,860 - 12,683 - 12,097,168 14 9,214,182 11 54,097 - 68,361 - - - 9,336,640 11 21,433,808 25 24,342,606 29 23,001,551 27 4,217,219 5 64,308 - 14,079,877 17 18,361,404 22 1,740,595 2 (4,386,159) (5) 63,059,997 75 $ 84,493,805 100		December 31, 2022
				Amount % $ 5,345,079 7 106,658 - 872,055 1 8,694 - 77,479 - 7,995,175 10 32,709 - 680,609 1 2,767,406 3 361,197 1 18,247,061 23 27,152 - 206,000 - 55,346,647 69 4,577,470 6 1,118,389 1 40,616 - - - 443,010 1 109,260 - 242,736 - 62,111,280 77 $ 80,358,341 100 $ 5,195,579 6 21,298 - 78,938 - 107,176 - 1,472,692 2 428,284 1 14,424 - 7,250,912 9 12,957 - 14,582,260 18 2,414,696 3 63,138 - 26,825 - 9,442 - 2,514,101 3 17,096,361 21 20,285,505 25 22,783,377 28 3,025,798 4 3,883,805 5 15,024,018 18 21,933,621 27 2,733,151 4 (4,473,674) (5) 63,261,980 79 $ 80,358,341 100

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

(With Deloitte & Touche auditors’ report dated March 14, 2024)

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Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 23 and 30) OPERATING COSTS (Notes 10, 21, 24 and 30) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 21, 24 and 30) Selling and marketing expenses General and administrative expenses Expected credit loss Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 24) PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 7, 12, 24 and 30) Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries Total non-operating income and expenses PROFIT BEFORE INCOME TAX FOR THE YEAR INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT FOR THE YEAR		2023 Amount % $ 9,545,301 100 7,547,990 79 1,997,311 21 (985,218) (10) 1,927,123 20 2,939,216 31 101,019 1 585,754 6 - - 686,773 7 2,723 - 2,255,166 24 295,656 3 32,977 - (4,552) - (327,472) (3) 3,731,982 39 3,728,591 39 5,983,757 63 652,955 7 5,330,802 56		2022
				Amount % $ 14,587,913 100 9,883,202 68 4,704,711 32 (1,927,123) (13) 2,327,693 16 5,105,281 35 163,345 1 1,957,717 14 6,411 - 2,127,473 15 6,790 - 2,984,598 20 52,278 - 12,911 - 843,294 6 (196,658) (1) 9,083,241 62 9,795,066 67 12,779,664 87 754,049 5 12,025,615 82 (Continued)

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Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 22 and 25) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other equity of subsidiaries Income tax expense (benefit) relating to items that will not be reclassified subsequently Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Gain on hedging instruments not subject to basis adjustment Share of the other comprehensive loss of subsidiaries Income tax expense (benefit) relating to items that may be reclassified subsequently to profit or loss Other comprehensive income(loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (New Taiwan dollars; Note 26) Basic Diluted		2023 Amount % $ 470 - 20,744 - (94) - 21,120 - 121,215 1 - - (1,112,288) (11) - - (991,073) (10) (969,953) (10) $ 4,360,849 46 $ 2.30 $ 2.29		2022
				Amount % $ 24,884 - (23,316) - (4,977) - (3,409) - 4,292,166 29 147,806 1 2,255,129 16 105 - 6,695,206 46 6,691,797 46 $ 18,717,412 128 $ 5.15 $ 5.12

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

(With Deloitte & Touche auditors’ report dated March 14, 2024)

(Concluded)

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Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2022 Appropriation of 2021 earnings (Note 22) Legal reserve Special reserve Cash dividends distributed by the Company Share dividends distributed by the Company Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax (Note 22) Total comprehensive income (loss) for the year ended December 31, 2022 The Company's shares held by subsidiaries accounted for as treasury shares Cash dividends distributed by subsidiaries Disposal of company's share by subsidiaries recognized as treasury share transactions Changes in percentage of ownership interests in subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings (Note 22) Legal reserve Special reserve Cash dividends distributed by the Company Share dividends distributed by the Company Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax (Note 22) Total comprehensive income (loss) for the year ended December 31, 2023 Cash dividends distributed by subsidiaries Difference between consideration and carrying amount of subsidiaries acquired Changes in percentage of ownership interests in subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2023	Share Capital $ 20,084,659 - - - 200,846 - - - - - - - - - 20,285,505 - - - 4,057,101 - - - - - - - $ 24,342,606	Capital Surplus $ 22,993,816 - - - - - - - - - 183,741 (315,032 ) (79,148 ) - 22,783,377 - - - - - - - 248,425 13,249 (43,500 ) - $ 23,001,551			Retained Earnings	Unappropriated Earnings $ 9,668,399 (966,840 ) (1,775,669 ) (3,615,239 ) (200,846 ) (1,159 ) 12,025,615 35,325 12,060,940 - - (170,955 ) (14,129 ) 39,516 15,024,018 (1,191,421 ) 3,819,497 (4,868,521 ) (4,057,101 ) 5,330,802 23,044 5,353,846 - - - (441) $ 14,079,877		Other Equity	Total Other Equity $ (3,883,805 ) - - - - - - 6,656,472 6,656,472 - - - - (39,516) 2,733,151 - - - - - (992,997) (992,997) - - - 441 $ 1,740,595	Treasury Shares $ (4,004,953 ) - - - - - - - - (468,721 ) - - - - (4,473,674 ) - - - - - - - - - 87,515 - $ (4,386,159 )	Total Equity $ 49,025,210 - - (3,615,239 ) - (1,159 ) 12,025,615 6,691,797 18,717,412 (468,721 ) 183,741 (485,987 ) (93,277 ) - 63,261,980 - - (4,868,521 ) - 5,330,802 (969,953) 4,360,849 248,425 13,249 44,015 - $ 63,059,997
				Legal Reserve $ 2,058,958 966,840 - - - - - - - - - - - - 3,025,798 1,191,421 - - - - - - - - - - $ 4,217,219	Special Reserve $ 2,108,136 - 1,775,669 - - - - - - - - - - - 3,883,805 - (3,819,497 ) - - - - - - - - - $ 64,308		Exchange Differences on Translating the Financial Statements Foreign Operations U o $ (3,606,319 ) - - - - - - 4,759,090 4,759,090 - - - - - 1,152,771 - - - - - 137,790 137,790 - - - - $ 1,290,561	nrealized Gain (loss) n Financial Assets at Fair Value Through Other Comprehensive Income Gain (Loss) on Hedging Instruments $ 18,570 $ (296,056 ) - - - - - - - - - - - - (38,734) 1,936,116 (38,734) 1,936,116 - - - - - - - - (39,516) - (59,680 ) 1,640,060 - - - - - - - - - - (1,924) (1,128,863) (1,924) (1,128,863) - - - - - - 441 - $ (61,163 ) $ 511,197

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

(With Deloitte & Touche auditors’ report dated March 14, 2024)

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Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income profit before income tax Adjustments for: Depreciation expenses Amortization expense Expected credit loss Net (gain) loss on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of subsidiaries Gain on disposal of property, plant and equipment Impairment loss on non-financial assets Unrealized gain on the transactions with subsidiaries Realized gain on transactions with subsidiaries Net (gain) loss on foreign currency exchange Share of impairment loss of associates accounted for using the equity method Changes in operating assets and liabilities Notes receivable Accounts receivable Accounts receivable to related parties Other receivables Inventories Prepayments Net defined benefit assets Notes payable Accounts payable Other payables Other current liabilities Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Proceeds from the disposal of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisition of investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits	2023 $ 5,983,757 263,930 34,671 - (137,474) 327,472 (295,656) (340) (3,731,982) (2,723) 118,011 985,218 (1,927,123) 301,346 - (31,314) (51,202) 1,835,684 (2,419,924) (166,272) 85,304 (18,809) 18,098 16,570 (665,925) (274) 521,043 (451,305) 69,738 - (1,415,476) - (80,869) 59,221 - (200,932) 691 (161,781)	2022 $ 12,779,664 199,525 358 6,411 3,808 196,658 (52,278) (1,197) (9,083,241) (6,790) 66,975 1,927,123 (2,327,693) (197,124) 67,386 (4,815) 266,018 (1,241,560) (573,619) 297,712 282,728 (18,322) 1,260 (308,394) (290,614) (1,962) 1,988,017 (719,178) 1,268,839 48,720 - 4,239,514 (61,618) 36,803 (330,464) (1,357,292) 68,617 (72,684) (Continued)

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Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Decrease in refundable deposits Acquisition of investment properties Payments for intangible assets Increase in prepayments for equipment Other dividends received Interest received Dividends received from subsidiaries Net cash generated (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short-term bills payable Repayments of short-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Repayment of the principal portion of lease liabilities Dividends paid Acquisition of additional interests in subsidiaries Disposal of subsidiaries Interest paid Net cash used in financing activities NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ 8,793 (1,331) (10,423) (59,694) 340 273,052 844,249 (744,160) 46,941,885 (42,148,861) 1,987,135 (2,100,000) 12,051,920 (12,016,102) (40,680) (4,868,521) (599,986) 7,906 (206,556) (991,860) (1,666,282) 5,345,079 $ 3,678,797	2022 $ 76,924 (1,053,558) - (206,667) 1,197 52,266 783,226 2,224,984 24,400,404 (24,830,802) 3,890,880 (4,020,000) 7,392,000 (2,395,000) (15,512) (3,615,239) (1,965,337) - (132,905) (1,291,511) 2,202,312 3,142,767 $ 5,345,079

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

(With Deloitte & Touche auditors’ report dated March 14, 2024)

(Concluded)

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(Appendix 1)

TA CHEN STAINLESS PIPE CO., LTD.

Rules and Procedure of Shareholders’ Meeting

A. Ta Chen Stainless Pipe Co., Ltd. (hereinafter referred to as the Company) shareholders’ meeting shall be carried out in accordance with these Rules unless otherwise specified.
B. The term "shareholders" as used in these Rules refers to the shareholders themselves or the representatives entrusted to attend the meeting.
C. At the the shareholders’ meeting, the attending shareholders shall hand in the sign-in card instead of signing in, and the number of attending shares will be calculated according to the signin card.
D. when the meeting time comes, the chairman shall announce the meeting begins. However, if the total shares of the present shareholders are less than half of total issued shares , the chairman may announce the postponement of the meeting. The number of delays shall be less than two times, and the total time of the delay shall not exceed one hour. If the shares held by the present shareholders are still insufficient after the 2 delays, but there are more than one-third of the total issued shares represented, they may make a false resolution in accordance with the provisions of Article of the Company Act.
Before the end of the meeting, if the number of shares represented by the shareholders has reached more than half of the total issued shares, the chairman may propose the vote on the false resolution in the meeting in accordance with the provisions of Article 174 of the Company Act.
E. If the shareholders’ meeting is convened by the board of directors, the agenda shall be determined by the board of directors. The meeting shall be held according to the scheduled agenda and may not be changed without the resolution of the shareholders’ meeting. If the shareholders' meeting is convened by other convening rights holders other than the board of directors, the provisions of the preceding paragraph shall apply. Before the first two scheduled proposals are finalized (including motions of any other business), the chairman may not announce the meeting adjourned without a resolution. After the meeting is adjourned by the resolution, the shareholders may not choose another chairman to continue the meeting at the original site or another place.
F. During the meeting, the chairman may announce the rest time. If a meeting fails to complete the issue, it may be decided by the shareholders’ meeting to postpone or renew the meeting within five days and be exempt from notice and announcement.
G. Before the shareholder's speech, the speech notes must be filled out with keynote, shareholder number (or attendance card number) and the name. The chairman will arrange the speaking order. Shareholders who only fill out a speech note but do not speak are considered to have not spoken. If the content of the speech is inconsistent with the speech note, it shall go by the confirmed speech. When a shareholder speaks, the other shareholders shall not interfere with the speech except with the consent of the chairman and the speaking shareholder, or the chairman may stop the violators.
H. Each shareholder shall not speak more than two times in the same resolution without the consent of the chairman, and each time may not exceed five minutes. If the attending shareholders' speech violates the provisions of the preceding paragraph, exceeds the scope of the issue, or disturb the order of the meeting, the chairman may stop or suspend his speech. Other shareholders may also request that the chairman do so.
I. The voting of the proposals, unless otherwise specified by Company Act or Articles of Incorporation of the Company, is passed by the approval of more than half of the voting rights of attending shareholders. At the time of voting, if there is no objection after the chairman requests opinions, it shall be look upon as passed, and its validity shall be the same as the voting. When the chairman violates the rules of procedure and announces the meeting adjourned, a new chairman may be elected by more than half of the voting rights of the present shareholders, and the meeting may continues.
J. The voting of the proposals, unless otherwise specified by Company Act or Articles of Incorporation of the Company, is passed by the approval of more than half of the voting rights of attend-

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ing shareholders. At the time of voting, if there is no objection after the chairman requests opinions, it shall be look upon as passed, and its validity shall be the same as the voting. When the chairman violates the rules of procedure and announces the meeting adjourned, a new chairman may be elected by more than half of the voting rights of the present shareholders, and the meeting may continues.

K. Shareholders have one vote per share, while shareholders who are restricted or do have voting rights according to the Article 179 of Company Act are not subject to this rule.If a shareholder is entrusted by two or more shareholders at the same time, the voting rights of the representative shall not exceed 3 percent of the voting rights of the total issued shares. If it exceeds, the excess shall not be counted. The voting of the shareholders’ meeting shall be based on the shares. Shareholders shall not vote in the event that has their personal interests and is harmful to the interests of the Company. And they may not exercise the voting rights on behalf of other shareholders as well.
L. The place of the shareholders’ meeting shall be at where the headquarters is or a place convenient to shareholders as well as suitable for the shareholders’ meeting. The beginning time of the meeting shall not be earlier than 9:00 am or later than 3:00 pm.
M. If the shareholders' meeting is convened by the board of directors, the chairman of the board shall be the chairman of the meeting. If the chairman of the board is taking leaves or fails to exercise his authority, he shall be represented by the vice chairman. If there is no vice chairman or the vice chairman is absent or unable to exercise his functions as well, the chairman of the board shall designate one of the managing directors to substitute; if there is no managing director, one of the directors shall be designated. If the chairman does not appoint a representative, the managing directors or the directors shall select one from one another other.

If the shareholders’ meeting is convened by other person that has the convening right other than the board of directors, the chairman of the meeting shall be the person having the convening right. When there are more than two convening right holders, one shall be the chairman chose by each other.

N. The company may appoint attorneys, accountants or related personnel to attend the shareholders’ meeting. The attending staff of the shareholders’ meeting should wear an identification badge or armband.
O. During the shareholders’ meeting, the Company will record or videotape the whole process and keep it for at least one year.
P. In addition to the proposals listed in the agenda, shareholders' amendments to the original proposals, alternatives or other motions as any other business shall be seconded by two or more shareholders. So shall the changes to the agenda and the motion for the adjournment of the meeting.
Q. When there is an amendment or an alternative to the same proposal, the chairman shall decide the order of voting along with the original case. If one of the cases has been passed, the other motions are regarded as vetoed and no further votes are required.
R. When a legal person is entrusted to attend the shareholder meeting, the legal person can only assign one representative to attend the meeting. When a corporate shareholder appoints two or more representatives to attend the meeting, only one of them may speak on the same motion.
S. The chairman may personally or designate the relevant personnel to reply the speaking of the attending shareholders.
T. The staff members in charge of the scrutiny or counting of the proposal votes shall be designated by the chairman and approved by the attending shareholders; the scrutineers shall have the identities of shareholder. The results of the voting shall be reported on the spot and minuted.
U. The chairman may direct the pickets (or security officers) to help maintain the order of the venue. When the pickets (or security officers) is assisting in maintaining order, they shall wear the badges that read “picket.”
V. When the meeting is in progress, if there are major disasters such as air raid alarms, earthquakes, fires, etc., it should be announced that the meeting suspended at the time of evacuation. One hour after the situation is relieved, the chairman will announce the meeting time.
W. Items not covered by these rules shall be handled in accordance with the provisions of Company

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Act, other relevant regulations and the Articles of Incorporation of the Company.

X. These rules shall be implemented after the shareholders’ meeting passes the resolution, which also applies to the amendments.
Y. This operation procedure was approved by the shareholders’ meeting on June 25, 2002
First revision was made on March 28, 1996
Second revision was made on April 15, 1998
Third revision was made on June 25, 2002
Fourth revision was made on June 15, 2006
Fifth revision was made on June 22, 2015

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(Appendix 2)

TA CHEN STAINLESS PIPE CO., LTD.

Articl es of Incorporation

Chapter 1 General Provisions

Article 1 ： This Company is incorporated in accordance with the Company Act and registered under

the business name of 大成不銹鋼工業股份有限公司 , with the English business

name of Ta Chen Stainless Pipe Co., Ltd.

Article 2 ： The Company's business is as follows:

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

Article 3 ： The Headquarters of the Company is located in Tainan City.

Chapter 2 Shares

Article 4 ： The total amount of this Corporation’s capital is NTD 32 billion, which is further divided into 3.2 billion shares, with the value per share NTD 10, and the Board is authorized to issue shares in installments.
Article 5 ： The Company's shares are registered with names. The shares are issued after being signed and sealed by the director representing the company and approved by the competent authority or the approved issuing agency.
The registered stock issued by the Company may be issued without printing out the shares.
Article 6 ： Changes in the register of shareholders' names shall not be made within 60 days before the annual general meeting, within 30 days before the extraordinary general meeting, or within five days before the base date on which the dividends or other benefits are given by the Company

Chapter 3 Shareholders’ Meeting

Article 7 ： The shares of the company shall be registered with names. The shareholders's names and addresses shall be listed in the shareholder's list, with the shareholder's seal cards deposited to the Company. The same requirement applies to the change. The
management of the Company's shareholder services is handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public

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Companies” issued by the competent authority.

Article 8 ： There are two types of shareholders's meeting, which are annual general meeting and extraordinary general meeting. The annual general meeting is held once a year within 6 months after the end of each fiscal year, while the extraordinary general meeting is held according to relevant regulations if necessary.

Article 9 ： Shareholders of the company have one vote per share, except for those restricted by Company Act or other regulations. Shareholders may show the proxy issued by the Company at each shareholder meeting, indicating the limits of authorization, and entrusting an agent to attend the shareholders' meeting. The operations of entrusting others to attend the shareholders' meeting shall be handled in accordance with the provisions of the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority, in addition to Company Act.

The resolutions of the shareholders' meeting, unless otherwise stipulated by the Company Act, shall be approved by more than half of the shareholders' voting, with the attending shareholders holding more than half of the total shares. According to the regulations of the competent authority, the Company may exercise its voting rights by electronic means. Shareholders who exercise their voting rights by electronic means are deemed to be present in person, and the related matters are handled in accordance with the regulations.

Article 10 ： The shareholders' meeting is chaired by the chairman of the board of directors. If the chairman is on business, he may appoint one of the directors as an agent. If the chairman has not appointed the agent, the chairman of the meeting shall be selected among the directors by one another.

Chapter 4 Directors and Supervisors

Article 11 ： This Corporation shall appoint 9 to 15 directors (including at least 3 independent directors) with legal capacity, and the term of the director is three years and may be reelected after the term. The board of directors is empowered to resolve the number of directors.

For the nomination system of director nominees, the directors’ election is taken in shareholders’ meeting adopting cumulative voting system in accordance with Article 198 of the Company Act. The total amount of registered shares held by all directors of this Company is handled following “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

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However, when the number of vacancies in the board of directors of a company equals to one third of the total number of directors, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies, and their term of office shall be extended until the time new directors have been elected and assumed their office.

This Company establishes an audit committee composed of all independent directors which shall not be less than 3 people, including 1 convener and at least 1 person with accounting or finance expertise. Organic regulations of audit committee is otherwise regulated by the board of directors.

This Company’s board of directors meeting is called by the chairman. The reasons for calling a board of directors meeting shall be notified to each director and supervisor before the expiration date as set forth by competent securities authorities. In emergency circumstances, however, a meeting may be called on shorter notice. The above notice in respect of convening the meeting shall be done in writing, by electronic email, or by facsimile.

The resolution of the board of directors, unless as otherwise set forth in the Company Act, shall be attended by a majority of all the directors and be approved by a majority of the attending directors. Upon absence of the chairperson, the chairperson shall appoint one of the directors to act as chair, or where the chairperson does not make such a delegation, the directors shall select from among themselves one person to serve as chair. When the chairperson of the board is unable to exercise the powers of chairperson, the chairperson shall appoint one of the managing directors to act.

Article 12 ： The board of directors of the Company shall be elected by more than two-thirds of the

attending directors and approved by more than half of the directors. Internally, the chairman of the board chairs the shareholders' meeting and the board of directors, while externally the chairman represents the Company.

Article 13 ： The board of directors of the Company is convened by the chairman of the board. The convening of board of directors shall list clearly the reasons for the convening and notify all the directors seven days before. However, if there is an emergency, it can be convened at any time. The directors of the Company can be notified of the convening by writing, email or fax.

Unless otherwise specified by the Company Act, the resolutions shall be approved by more than half of the attending directors, and the attending directors shall be more than half of the total directors. If the chairman of the board is unable to attend the board of directors, he may appoint one of the directors as the agent. If the chairman of the board

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does not appoint an agent, one of the directors will be elected to be the chairman of the meeting by one another. If the director is unable to attend the board of directors for any reason, the director may entrust other directors to be the agent.

Article 14 ： The authority of board of directors is as follows:

Approval of business and financial policies.
Approval budget and final accounts.
Approval important contracts.
Approval important articles.
Review of the proposals and report of the shareholders' meeting.
Disposition of net earnings.
Appointment, dismissal and remuneration of accountants.
Appointment and dismissal of managers.
Implementation of the resolutions of the shareholders' meeting.
Other important matters that should be decided by the board of directors.

Article 15 `：` (Deleted)

Article 16 ： The resolution of directors' remuneration is authorized to the board of directors and is made based on the level of the industry.

Chapter 5 Managers

Article 17 ： The company has one general manager, adhering to the resolution of the board of directors, a number of vice general managers and managers, who assist the general manager in managing business. The appointment, dismissal and remuneration are handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 18 ： The company shall, at the end of the annual fiscal year, submit the following forms to the Audit Committee and the Board of Directors for approval, and forward them to the annual shareholders' meeting for recognition:

business report
financial statements
surplus earnings distribution or loss make-up proposal

Article 18-1：3% of the Company's annual net profit before deduction of employee compensation

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and directors' remuneration shall be allocated to the employee's remuneration, while no more than 1.5% shall be director's remuneration. However, if the company still has accumulated losses (including adjustment of retained earnings amount), the amount of compensation should be retained in advance.

The employee's remuneration mentioned in the preceding paragraph can be given by shares or cash, and the objects of payment may include the employees of the subordinate companies that meet the conditions set by the board of directors. Nevertheless, the directors' remuneration can only be paid in cash.The resolution of the previous two items shall be passed by the board of directors and reported to the shareholders' meeting.

Article 19 ： If the company's annual final accounts have a net profit after tax, the accumulated

losses should be compensated first (including the adjustment of the retained earnings amount), and 10% of the net profit will be allocated to be legal reserve according to the law. except that the legal reserve has reached the Company's paid-in capital. Secondly, special reserve will be allocated according to the law or regulations of competent authority.If there are earnings remained, the resolution of the earnings along with the retained earnings at the beginning of the period(including the adjustment of the retained earnings amount) will be drawn up and forwarded to the shareholders‘ meeting for distribution of dividends.

The company's dividend policy is based on current and future development plans, considering the investment environment, capital needs and domestic and international competition, and taking into account the interests of shareholders, etc.. No less than 20 % of the annual distributable earnings are allocated as dividends to shareholders; when dividends are distributed to shareholders, they can be cash or shares, with cash dividends are no less than 20% of the total dividends.

Article 20 ： The transportation allowances of the Company's directors shall be determined by the board of directors. The salary standard for ordinary employees shall be approved by the general manager and shall be paid regardless of the Company's operating gain or loss.

Chapter 7 Supplementary Provisions

Article 21 ： The items not listed in the Articles of Incorporation of the Company shall be handled in accordance with the provisions of the Company Act and other relevant regulations. Article 22 ： Based on the regulations, the Company may give endorsement to third parties.

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Article 23 ： When the Company is a shareholder with limited liabilities of another company, the total investment amount is not subject to Article 13 of Company Act.

Article 24 ： If the company buys back the shares and plans to transfers the shares to the employees at an price lower than the average price of the purchase, it shall be approved by more than two-thirds of the shareholders' voting, with the attending shareholders holding more than half of the total shares at the latest shareholders' meeting.

Article 25 ： The Articles was laid down on October 31, 1986

First revision was made on December 25, 1986 Second revision was made on May 20, 1987 Third revision was made on September 1, 1988 Fourth revision was made on January 7, 1989 Fifth revision was made on April 16, 1989 Sixth revision was made on October 4, 1989 Seventh revision was made on January 24, 1990 Eighth revision was made on April 20, 1991 Ninth revision was made on February 15, 1992 Tenth revision was made on August 11, 1992 Eleventh revision was made on April 20, 1994 Twelfth revision was made on March 17, 1995 Thirteenth revision was made on March 28, 1996 Fourteenth revision was made on October 18, 1996 Fifteenth revision was made on April 15, 1998 Sixteenth revision was made on April 7, 1999 Seventeenth revision was made on April 18, 2000 Eighteenth revision was made on October 20, 2000 Nineteenth revision was made on June 25, 2002 Twentieth revision was made on June 15, 2004 Twenty-first revision was made on June 14, 2005 Twenty-second revision was made on June 15, 2006 Twenty-third revision was made on June 21, 2007 Twenty-fourth revision was made on June 19, 2008 Twenty-fifth revision was made on June 10, 2009 Twenty-sixth revision was made on June 15, 2010 Twenty-seventh revision was made on June 10, 2011 Twenty-eighth revision was made on June 13, 2012

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Twenty-ninth revision was made on June 28, 2013 Thirtieth revision was made on June 12, 2014

(Article 11 of the provisions about the nomination system for candidates has been applicable since the election of directors of the eleventh term.) Thirty-first revision was made on June 22, 2015 Thirty-second revision was made on June 21, 2016 Thirty-third revision was made on June 19, 2017 Thirty-fourth revision was made on June 8, 2018 Thirty-fifth revision was made on June 18, 2019. Thirty-sixth amendment was effected on June 22, 2020. Thirty-seventh amendment was effected on July 15, 2021. Thirty-eighth amendment was effected on June 20, 2022. Thirty-nine amendment was effected on June 26, 2023. Implemented after being approved by the competent authority.

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(Appendix 3)

Shareholdings of All Directors

Based on the provisions of Article 26 of Securities and Exchange Act, the Company’s directors altogether shall hold a minimum of 73,027,818 shares (3%).
The Company has established an audit committee, thus there is no requirement for the number of shares that the supervisors should legally hold.
As of April 21, 2024, the shareholdings of individual and all directors as well as supervisors listed in the shareholder list are as follows:

==> picture [461 x 471] intentionally omitted <==

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

April 21, 2024
Shares Held at Present
Title Name
Number of Shares Shareholding Ratio
Chairman Wei-Yi Investment Co., Ltd.
Representative ： Li-Yun Hsieh 187,753 0.01%
Wise Creation Investment Ltd.
Director Representative ： I-Lan Ou 446,361 0.02%
Director Shi-Hsien Tu 7,691,263 0.32%
Ta Ying Cheng Investment Co.,
Director Ltd. 95,101,808 3.91%
Representative：Rung-Kun Shieh
Director Chao-Chin Tsai 4,097,180 0.17%
Director Yong-Yu Tsai 847,618 0.03%
Director Erh-Yi Hsieh 1,069,142 0.04%
Linfangjin Charitable Foundation
Director Representative ： Mei-Feng Lin 2,666,156 0.11%
Independent
Chun-An Hsu - -
Director
Independent
Ming-Chang Shen - -
Director
Independent
Kuang-Hsiang Wang 963 -
Director
Independent
Kuang-Tzu Wang - -
Director
----- End of picture text -----

Note: As of the date of the shareholder's transfers, the total number of shares held by all directors was 112,108,244 shares, which conform to the provisions of Article 26 of Securities and Exchange Act.

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（ Appendix 4 ）

Other Information

The effect of the proposed issuance of bonus shares on the company's performance, earnings per share and return on shareholders' investment:
The company's shareholder meeting has not proposed issuance of bonus shares and therefore does not apply.
Situation of the acceptance of the shareholders' proposal rights at the shareholders' meeting of this year: None.

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AI assistant

TC — AGM Information 2024

51953_rns_2024-07-01_d55c6d60-3dbb-48ab-a31f-83018033c1f2.pdf

Table of Contents

Ta Chen Stainless Pipe Co., Ltd.

6. Meeting Adjournment

Reported Item

No. 1

Reported Item

No. 2

Reported Item

No. 3

Reported Item

No. 4

Reported Item

No. 5

Reported Item

No. 6

Matters for Ratification

Extemporary Motions

Meeting Adjournment

(1) Stainless Steel Department

(2) Fastener Department

(3) Aluminum Product Department

(4) Window decoration and other product department

(II) Execution of Operating Income and Expense Budget: Not Applicable

(III) Financial Income and Expenses:

(IV) Analysis of Profitability:

(V) Research Development:

Remuneration of Directors and Independent Directors

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Emphasis of Matter

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Ta Chen Stainless Pipe Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of Revenue Recognition from Specific Customers

Other Matter

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

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

Notice to Readers

Ta Chen Stainless Pipe Co., Ltd.

STANDALONE BALANCE SHEETS DECEMBER 31, 2023 AND 2022

Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Ta Chen Stainless Pipe Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

TA CHEN STAINLESS PIPE CO., LTD.

Articl es of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders’ Meeting

Article 15 ： (Deleted)

Chapter 5 Managers

Chapter 6 Accounting

Shareholdings of All Directors

TC AGM Information 2024

Article 15 `：` (Deleted)