TEX-RAY - AGM Information 2023 | FinancialReports.eu

TEX-RAY INDUSTRIAL CO., LTD.

Agenda for the regular session of 2023 Shareholders Meeting

Time: June 9, 2023, 09:00

Venue: Meeting Room, No. 426 Linsen N. Rd., Zhongshan District, Taipei City Attendance: 149,185,346 shares of present shareholders and representative shareholders (including 7,055,002 shares exercising voting rights through electronic voting), accounting for 63.86% of the company's total issued shares of 233,624,667 shares)

Mode of convention: Physical session

Chairman: LIN ZUI YEH Record：CHEN HSIU WEN

Attending directors: LIN ZUI YEH、YAO WAN KUEI、HO YU、KUO WEN YEN、YANG CHIA YIN、TSAI CHAO LUN 、Chu,Hsin-Hua

Attendees: KPMG TSENG KUO YANG 、 Lawyer Zhang Zhixiang 、Wu Jianzhong Finance and Accounting Supervisor (Corporate Governance Supervisor), Wang Yukai Audit Supervisor Announcing the opening of the meeting: The number of shareholders and representatives present exceeds the statutory number, and the opening of the meeting is announced.

Call Meeting to Order:OMIT

Speech from the Chairman: Chairman's Address:

One. Report Items:

I. 2022 Business Report(Please refer to Annex 1)
II. Audit Committee’s Review Report on 2022 Financial Statements(Please refer to Annex 2)
III. Report on remuneration to the employees and Directors in 2022(Please refer to Annex 3)
IV. Report on 2022 Endorsement and Guarantee and financing to third parties. (Please refer to Annex 4&5)
V. Report on significant transactions with related parties. (Please refer to Annex 6)
VI. Report on amendment to the “Parliamentary Procedure for the Board”, “Corporate Governance Best Practice Principles” and “Sustainable Development Best Practice Principles”. (Please refer to Annex 7 and The Company's Proceedings Manual)
VII. Other reports：The company did not receive any proposals from shareholders during the period when shareholders exercised their proposal rights

Two. Ratifications

I. 2022 Business Report and Financial Statement for ratification.
II. Appropriation of earnings for covering loss in 2022 for ratification.
Three. Discussions:
I. Proposal to amend the “Articles of Incorporation.”

Four. Election: Election of Independent Directors to fill the vacancies.

Five. Others and extemporary motions

Six. Meeting adjourned.

Two. Ratifications

I. Cause of motion: 2022 Business Report and Financial Statements for ratification. (Proposed by the board of director)

Description:

(I) The 2022 Business Report and Financial Statements of the Company have been audited by Tseng Kuo Yang and Chang Shu Ying, CPAs of KPMG Taiwan and reviewed by the Audit Committee for review. Enclosed therein please find the statements and the reports as exhibited on Attachment 1 and Attachment 10
(II) Please ratify.

Resolution: A total of 148,100,466 voting rights (including 7,055,002 voting rights exercised by

electronic voting) were present at the time of voting on this proposal. The voting results are as follows:

voting result	Shareholders present Voting rights (%)
142,157,485 voting rights (including 1,232,933 electronic voting rights)	95.99
170,328 opposition rights (including 170,328 electronic voting rights)	0.11
Invalid weight 0 weight	0.00
5,772,653 abstentions & non-voting rights (including 5,651,741 electronic voting rights)	3.90
Voting result: This case was passed by voting according to the original motion

II. Cause of motion: The proposal for the appropriation of retained earnings to cover loss in 2022 for ratification. (Proposed by the board of director)

Description:

(I) The Company has undistributed earnings of NT$104,468,146 at the beginning of 2022. Net loss in the same period amounted to NT$38,383,098 and other comprehensive income in the same period amounted to NT$5,661,014. The proceeds from the disposal of equity instrument at fair value through comprehensive income statements amounted to NT$10,682,174. The retained earnings at the end of the period amounted to NT$82,428,236.
(II) Information on appropriation of undistributed earnings for covering loss is shown on Attachment 11.
(III) Please ratify.

Resolution: A total of 148,100,466 voting rights (including 7,055,002 voting rights exercised by electronic voting) were present at the time of voting on this proposal. The voting results are as follows:

ollows:
voting result	Shareholders present Voting rights (%)
142,231,988 voting rights (including 1,307,436 electronic voting rights)	96.04
178,503 opposition rights (including 178,503 electronic voting rights)	0.12
Invalid weight 0 weight	0.00
5,689,975 abstentions & non-voting rights (including 5,569,063 electronic voting rights)	3.84
Voting result: This case was passed by voting according to the original motion

Three. Discussions

I. Cause of motion: Please discuss the proposal to amend the “Articles of Incorporation.” (Proposed by the board of director)

Description:

(I) The Company planned to amend Article 17 of the Articles of Incorporation of the Company to 9 to 13 seats for alignment with corporate governance. The mapping of the provisions before and after the amendment is exhibited on Attachment 12.

(II) Please discuss: Resolution: A total of 148,100,466 voting rights (including 7,055,002 voting rights exercised by electronic voting) were present at the time of voting on this proposal. The voting results are as follows:

voting result	Shareholders present Voting rights (%)
142,280,344 voting rights (including 1,355,792 electronic voting rights)	96.07
137,430 opposition rights (including 137,430 electronic voting rights)	0.09
Invalid weight 0 weight	0.00
5,682,692 abstentions & non-voting rights (including 5,561,780 electronic voting rights)	3.84
Voting result: This case was passed by voting according to the original motion

Four. Election:

I. Cause of motion: election of Independent Director to fill the vacancy for discussion. (Proposed by the Board of Directors)

Description:

(I) According to Article 17 of the Articles of Incorporation of the Company, the Company shall establish 7 to 11 seats of Directors of which at least 3 have to be reserved for Independent Directors. In supporting the pursuit of corporate governance, the Company seeks to add one more seat of Independent Director. Director Wu Ching Feng will resign from office and one more Independent Director will be elected in this session of Shareholders Meeting. The Company still maintain 11 seats of Directors for this term of the Board.
(II) The tenure for the Independent Director to be elected for filling the vacancy will start on June 9, 2023 and ends on July 11, 2024.
(III) According to Article 14-2 of the Securities and Exchange Act and Article 17 of the Articles of Incorporation of the Company, the election of Independent Directors will be held under the candidate nomination system. The list of candidates for election to the seats of Independent Directors for this time is shown below:

Candidates for election to the seats of Independent Directors Education Experience Shares held Lin Cheng Teh Department of Business Administratio n, National Chung Hsing University. Chairman, Modern Times Financial Co., Ltd. 10,000 (IV) Present for election. job title account number or ID number Name Elected weight Independent Directors 710 LIN CHENG TE 141,850,362	Candidates for election to the seats of Independent Directors	Candidates for election to the seats of Independent Directors	Education	Experience	Experience	Experience	Shares held
	Lin Cheng Teh		Department of Business Administratio n, National Chung Hsing University.	Chairman, Modern Times Financial Co., Ltd.			10,000
		election.
job title		account number or ID number			Name	Elected weight
Independent Directors		710			LIN CHENG TE	141,850,362

Five. Others and Extemporary motions: NA

No shareholder questions in this shareholder meeting Six. Meeting Adjourned (9:32 am)

Attachment 1

TEX-RAY INDUSTRIAL CO., LTD. Business Report

I. Operating Guideline

The Russian invasion of Ukraine in February 2022 hindered the exports of crops from the Black Sea. Price fluctuated worldwide. Under the joint sanction of the West, Russia tightened her energy supply. Europe is the first being hit hardly. The Winter of 2022 was perhaps colder than before. Indeed, the international community has to share the burden of high energy and commodity prices. Most countries tended to ease their policies for the control of COVID-19 at the post-pandemic era but China still maintained here dynamic zero pandemic control policy. In October, China suddenly reversed here dynamic zero policy without a hint that resulted in the massive infection of the pandemic, and in turn affected the global supply chain significantly. The lack of balance in demand and supply in 2022 affected the daily lives of people significantly with the surging food price and energy price in particular. Inflation turned serious. 2022 was the year of global financial turbulence with frail economic performance and plummeting of the stock markets all over the world. The ongoing upward adjustment of interest rate by the US in an attempt to curb inflation made US Dollar strong, which caused the sharp decline of the stock markets and severe depreciation of currencies in many countries and regions. The US Fed upward adjusted the interest rate by 4.25% in one year. Many countries also followed this move that the global surge of interest rate resulted in recession., Despite these unfavorable factors in the operation environment, Tex-Ray Industrial Co., Ltd. Still actively adjusted its global strategic deployment. In the production zone of China, the Company continued its previous policy by reducing the selfproduction of fabric and just curtail the production just enough to supply the production base in the market of China. The ceaseless rising basic salaries in Vietnam hampered the competitive power that the Company adjusted the production structure in Vietnam and turned to other countries for continuing the production particular in Africa, which is still at the initial stage but will help to balance the global production of the Company.

Notwithstanding wave after wave of difficulties and challenges, Tex-Ray spared no effort in vitalizing the organization through the successful integration of internal resources and OEM capacity to develop flexible operation and risk control to further vitalize the organization and control the risk within its tolerance. In practice, the Company avoided excessive investment in quick fix or capacity expansion that may trigger unnecessary risk in 2022 during which the economic situation was conditioned by far too many unfavorable factors. The Company will continue to enhance its business value and commit further effort in the design, research and development of market value in greater depth, and to launch new products and services entailing higher value. Indeed, the effort has not been made in vain so far.

2023 will still be the year of challenge. The Company will make the best use of its competitive advantage with its Texray Seamless Value Added Chain (TSVAC) and consolidated its subsidiaries for cutting the cost of management and process to augment communication and synergy between the production zones. This will help to effectively cut down the cost of operation and upgrade the overall quality and performance for the best value and interest of the shareholders. II. Implementation Overview and Results

In order to keep abreast of the market trends and respond to the needs of rapid response, the Company has re-adjusted the roles and functions of the companies in different regions:

(1) The Taiwan headquarters aims to enhance its advantages in global operations, continue to develop new categories of customers, increase profits and expand the scale of operations, strengthen the efficiency of internal production and sales coordination, increase procurement bargaining power, and expand the development and business of functional products, to enhance the overall profit of the Company.
(2) To respond to the continuous growth of the domestic market for textiles and garment in China, the Company has actively adjusted its product categories and developed the domestic market but gradually adjusted the existing export business to produce products with better profitability in China, while allocating other operations to other production bases for production and manufacturing services.
(3) As for the production sites in Africa, the Company has successfully developed the domestic market in Africa through the steady weaving and dyeing capabilities, vertical integration of the processes for ready-made garments, and featured products. The Company has also continued to purchase and update machinery and equipment to diversify product categories with distinctive features and to provide customers with more high-quality choices, while continuing to expand the customer base and increase the market share. Also, it has set up production lines for the export to the European and the U.S markets so as to enhance its competitiveness.
(4) Make the best use of the abundance of the highly competitive human resources of Vietnam for upgrading the production efficiency of the Company, and also seek strategic partner firms in production and manufacturing to expand the production capacity and stabilize quality.
(5) Further to the aforementioned “King's Metal Fiber Technologies Co., Ltd.”, the Company also starts to pay close attention to the development of new business such as the “Taiwan Supercritical Technology Co., Ltd.”, which business performance was record high last year. Through the commitment of group resources and effort, we expect to run the operation in diversity through the development of different types of business to avoid the operation risk deriving from excessive concentration.

III. The operating revenue and expenditure and budget execution

The Company did not compile financial forecast in 2023

IV. Profitability Analysis

In 2022, Tex-Ray was affected by inflation as the others in the textiles and apparels business. According to the projection of the Department of Statistics of MOEA and the research team of TTRI, the total value of the textile industry in the 4[th] quarter of 2022 is estimated at NT$80.12 billion or a decrease of 15.4% from the same period of 2021. This also indicated a decrease of 9.9% in comparison with the total value in the 3[rd] quarter of 2022. This is a proof of the difficulty and challenge to the textile industry under recession of the operation environment. Nevertheless, the Company has adjusted its business and mode of manufacturing in agility in responding to market change, and made the best of its effort and possibility to continue the transformation within tolerable risk to upgrade the gross margin and added value of the Company. V. Research and development status

Global warming triggered a disturbing pattern of extreme climate. In 2022 along, heat wave, drought, forest fire and other natural disasters occurred all over the world. Temperature was also record high. Many countries in Europe experienced high temperature above 40℃, which resulted in shortage of water supply. In the UK, the high temperature of 40℃ was indeed unprecedented. Lowering the global temperature in this century by 1.5℃before industrialization is taken as a mission impossible. The COP26 (The UN Climate Change Conference in Glasgow) was held in Glasgow, Scotland, UK from October 31 to November 12, 2021, which concluded in the agreement of the Glasgow Climate Pact. This is the very first scheme in history denoting the reduced use of coal, and is a commitment to provide better financial resources to the developing countries for helping them to adapt to climate change. In COP 27, the EU has announced the levy of carbon tariff (full name: Carbon Border Adjustment Mechanism) in 2027. The USA, Japan, and Korea are also planning for the same kind of mechanism. In the future, a fee will be charged on commodities without paying the “carbon fee”. Further to the effort of carbon footprint inspection, the Company also make technology innovation, safety and protection, comfort and function, and sustainability as the trend for the development of new products. In responding to the concern of environmental protection and green issues all over the world, famous brands of the world have declared environmental protection in a row. They particularly pay their attention to the textile industry to find out if there is any potential for a new generation of environmental friendly and toxic free production process, research and development, and production capacity. The Company has developed a patented environmental friendly technology for its process, the water print process. This is a solution for the printing and dyeing industry, which is energy and water consuming. The Company also integrated the RAYS functional textile product road map and oriented to towards the development of environmental friendly, energy efficient, carbon reduction and functional products. Examples are the ECO-LOR® dyeing process, the T-Cool® and T-Hot® products with adaptive function to weather. In the future, the Company will continue to invest resources and focus its research and development efforts on sustainable and eco-friendly products. With the growing global aging population and rising awareness of health, the market's demand for health care and sports and fitness products has increased; meanwhile, the rapid development of information technology and the global Internet of Things has led to a growth in the demand for smart wearable garment. Company has been devoted to sports and fitness products and long-term care since its early days, it continues to lead the industry in technology and patents. By combining the advantages in electronics, textiles, and other relevant industries, the Company will engage in collaboration with different industries to develop new functional products, and develop diverse applications of textiles for different industries.

Chairman: Lin Zui Yeh Manager: Lin Chung Yi Accounting Supervisor: Wu Jianzhong

Attachment 2

Audit Committee's Report

The Audit Committee

The 2022 Financial Statement, Consolidated Financial Statement, 2022 Business Report, and Proposal for Covering Loss prepared by the Board of Directors of Tex-Ray Industrial Co., Ltd. Have been audited by Tseng Kuo Yang and Chang Shu Ying, CPAs of KPMG Taiwan. We have reviewed the aforementioned statements and reports, and confirm that they are appropriately presented in conformity to the requirements of Article 219 of the Company Act, and present for your review. To

Shareholders’ Meeting of Tex-Ray Industrial Co., Ltd. In 2023 regular session

Audit Committee of TEX-RAY INDUSTRIAL CO., LTD. Convener: Tsai Chao-Lun

March 28, 2023.

Attachment 3. Compensation to directors (including independent directors)Unit: NTD thousand; December 31, 2022

Job title	Name	Name	Compensation to directors	Compensation to directors	Compensation to directors	Compensation to directors	Compensation to directors	Compensation to directors	Compensation to directors	Compensation to directors	Sum of A, B, C, and D as a % of the net income after tax (Note 10)	Sum of A, B, C, and D as a % of the net income after tax (Note 10)	Employee compensation rec	Employee compensation rec	Employee compensation rec	Employee compensation rec	eived by directors	eived by directors	eived by directors	eived by directors	Sum of A, B, C, D, E, F, and G as a % of the net income after tax (Note 10)	Sum of A, B, C, D, E, F, and G as a % of the net income after tax (Note 10)	Compensation from investees other than subsidiaries or from the parent company (Note 11)
			Return (A) (Note 2)		Retirement Pension (B)		Remuneration to directors (C) (Note 3)		Professional practice fees (D) (Note 4)				Salary, bonus and special allowance, et al. (E) (Note 5)		Retirement Pension (F)		Remuneration to employees (G) (Note 6)
			The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company	All companies in the financial statements (Note 7)	The Company		All companies in the financial statements (Note 7)		The Company	All companies in the financial statements (Note 7)
																	Amount in cash	Amount in stock	Amount in cash	Amount in stock
Chairman	Ray Lin		1,000	1,000	0	0	0	0	42	84	1,042/ (2.71)	1,084/ (2.82)	2,400	2,400	0	0	0	0	0	0	3,442/ (8.97)	3,484/ (9.08)	0
Vice Chairman	Yao Wan-Kuei		700	700	0	0	0	0	42	42	742/ (1.93)	742/ (1.93)	2,220	2,940	130	174	0	0	0	0	3,092/ (8.06)	3,856/ (10.05)	0
Director	Chang Nei- Wen	Representative of YUEDA Textile Financial Holding Limited (BVI)	0	0	0	0	0	0	45	45	45/ (0.12)	45/ (0.12)	0	0	0	0	0	0	0	0	45/ (0.12)	45/ (0.12)	0
Director	Tai Chun		0	0	0	0	0	0	45	45	45/ (0.12)	45/ (0.12)	0	0	0	0	0	0	0	0	45/ (0.12)	45/ (0.12)	0
Director	Kuo Wen-Yen		0	0	0	0	0	0	42	42	42/ (0.11)	42/ (0.11)	0	0	0	0	0	0	0	0	42/ (0.11)	42/ (0.11)	0
Director	Wu Ching-Feng		0	0	0	0	0	0	42	42	42/ (0.11)	42/ (0.11)	0	0	0	0	0	0	0	0	42/ (0.11)	42/ (0.11)	0
Director	He Yu		0	0	0	0	0	0	42	42	42/ (0.11)	42/ (0.11)	0	0	0	0	0	0	0	0	42/ (0.11)	42/ (0.11)	0
Director	Representative of Suzhou Weide Co., Ltd.:Yang Chia-Yin		0	0	0	0	0	0	42	42	42/ (0.11)	42/ (0.11)	0	0	0	0	0	0	0	0	42/ (0.11)	42/ (0.11)	0
Independent Director	Tsai Chao-Lun		800	800	0	0	0	0	42	42	842/ (2.194)	842/ (2.194)	0	0	0	0	0	0	0	0	842/ (2.194)	842/ (2.194)	0
Independent Director	Li Mu-Jung		800	800	0	0	0	0	42	42	842/ (2.194)	842/ (2.194)	0	0	0	0	0	0	0	0	842/ (2.194)	842/ (2.194)	0
Independent Director	Chu Hsing-Hua		822	800	0	0	0	0	42	42	842/ (2.194)	842/ (2.194)	0	0	0	0	0	0	0	0	842/ (2.194)	842/ (2.194)	0
Subtotal			4,100	4,100	0	0	0	0	468	510	4,568/ (11.90)	4,610/ (12.01)	4,620	5,340	130	174	0	0	0	0	9,318/ (24.28)	10,124/ (26.38)	0
*Compensation received bydirectors			forprovidingservice to anycompanyincluded in the Financial Statements(e.g. consultancyservice without the title of an employee)in the most recentyear except those disclosed in														the above table: None.
The Company has adopted the “Regulations Governing Appraisal on Performance of the Board of Directors and Functional Committees,” and “Regulations Governing Payment of Compensation to Directors” as the basis for evaluation on independent directors and the other directors. If the Company records a profit in a year, the Company shall set aside no more than 2% thereof as the remuneration to directors, and then reasonable amount is paid in consideration of the Company’s overall business performance, future business risk and industrial development trend, and also in reference to personal performance achievement level and contribution to the Company’s operating efficiency.

Attachment 4. Status of endorsement and guarantee

Name of the company of the endorsement/ guarantee	Entity for which the endorsement/ guarantee is made	Entity for which the endorsement/ guarantee is made	Ceiling on the endorsement/ guarantee amount for a single enterprise	Highest endorsement/ guarantee balance this period	Endorsement/ guarantee balance at end of period	Actual amount disbursed	Endorsement/ guarantee amount with properties as security	Ratio of accumulated endorsement/ guarantee amount to the net worth in the most recent financial statements	Maximum endorsement/ guarantee amount	Endorsement/ guarantee provided by the parent to subsidiary	Endorsement/ guarantee provided by the subsidiary to parent	Endorsement/ Guarantee provided to Mainland China region
	Name of the company	Relationship (Note 1)
The Company The Company The Company The Company The Company The Company The Company Tex-ray (Shanghai) Industrial Co., Ltd. Tex-ray Textile Technology Co., Ltd.	Tex-ray Textile Technology Co., Ltd. Tex-ray Apparel Co., Ltd. TEX-RAY(VN) Tex-ray (Shanghai) Industrial Co., Ltd. TAIWAN SUPERCRITICAL TECHNOLOGY CO., LTD. AIQ SMART CLOTHING INC. Wiley Eco Print Industrial Co.,Ltd. Kunshan Dongyi Tex-ray Apparel Co., Ltd.	2 2 2 2 2 2 2 2 4	$ 1,529,846 1,529,846 1,529,846 1,529,846 1,529,846 1,529,846 1,529,846 422,882 1,529,846	969,517 225,505 64,430 108,340 48,625 41,000 100,000 45,142 180,567	783,105 214,970 61,420 106,871 20,000 41,000 100,000 44,530 178,118	458,531 145,565 - 87,500 - 35,021 50,607 30,280 178,118	230,808 51,589 - - - 15,355 - - 190,989	25.59% 7.03% 2.01% 3.49% 0.65% 1.34% 3.27% 10.53% - %	3,059,692 3,059,692 3,059,692 3,059,692 3,059,692 3,059,692 3,059,692 634,323 3,059,692	Y Y Y Y Y Y Y N N	N N N N N N N N N	Y Y N Y N N N Y Y

Note 1: There are 6 types of relationship between the endorser/guarantor and the endorsee/guarantee as shown below. Please specify the type: (1) A company with which it does business.

(2) A company in which the Company directly and indirectly holds more than 50 percent of the voting shares.

(3) A company that directly and indirectly holds more than 50 percent of the voting shares in the Company.

(4) A company in which the Company directly and indirectly holds more than 90 percent of the voting shares.

(5) A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for the Company in the same industry or for joint builders for purposes of undertaking a construction project.

(6) A company in which all capital contributing shareholders make endorsements/ guarantees the jointly invested company in proportion to their shareholding percentages.

Note 2: The maximum amount of the endorsements/guarantees shall not exceed 100% of the net worth in the Company's most recent financial statements. Therefore, the net worth in the most recent financial statements shall be used for calculation and the limit is NT$3,059,692 thousand × 100% = NT$3,059,692 thousand.

Note 2: The upper limit of the endorsements/guarantees for a single enterprise shall not exceed 50% of the net worth in the Company's most recent financial statements. Therefore, the net worth in the most recent financial statements shall be used for calculation and the limit is NT$3,059,692 thousand × 50% = NT$1,529,846 thousand.

Note 4: The endorsement/guarantee amount provided to a single enterprise with which the Company does business may not exceed the total amount of the business transaction in the 12-month period prior to the endorsement/guarantee by both parties.

Note 5: The maximum amount of endorsement/guarantee provided by overseas subsidiaries is capped at 150% of each subsidiary's net worth in the most recent financial statements. The maximum amount of endorsement/guarantee provided to a single entity is capped at 100% of each subsidiary’s net worth in the most recent financial statements

Attachment 5. Loans of Funds to Others:

The lending company	The borrower of the loan	Current accounts	Whether a related party	Maximum amount in the current period	Balance at end of period	Actual amount disbursed	Interest rate range	Type of loans (Note 1)	Amount of business transactions	Reasons for necessary short-term financing	Reserved loss allowance amount	Collaterals	Collaterals	Maximum amount of loans to a single entity	Aggregated amount of loans
												Designation	Value
The Company The Company The Company The Company Z-PLY(NY) Z-PLY(NY) Z-PLY(NY) Tex-ray (Shanghai) Industrial Co., Ltd. Tex-ray (Shanghai) Industrial Co., Ltd. Tex-ray (Shanghai) Industrial Co., Ltd. TEX-RAY (MEXICO) TEX-RAY (CAYMAN) TEX-RAY (CAYMAN) AIQ SMART CLOTHING INC. Zheng-ray Industrial Co., Ltd.	Tex-ray Apparel Co., Ltd. Tex-ray Textile Technology Co., Ltd. AIQ SMART CLOTHING INC. AIQ-S Tex-ray Textile Technology Co., Ltd. TEX-RAY (MEXICO) AMRAY (MEXICO) Tex-ray Textile Technology Co., Ltd. Tex-ray Apparel Co., Ltd. AIQ (Zhejiang) AMRAY (MEXICO) TEX-RAY (MEXICO) AMRAY (MEXICO) AIQ-S Herbray Biotech Ltd.	Other receivables- Related parties 〞〞〞〞〞〞〞〞〞〞〞〞〞〞	Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes	$ 64,430 84,075 40,000 9,665 128,860 64,430 32,215 270,850 90,283 49,656 81,182 128,860 289,935 4,832 10,000	61,420 61,420 - 9,213 122,840 61,420 30,710 267,177 89,059 48,982 78,771 122,840 276,390 - -	- 30,710 - 9,213 61,420 - - 266,509 - 48,982 49,626 118,848 261,035 - -	4% 4% 4% 2.5%-4% 2.5% 2.5% 2.5% 6% 6% 6% 2.5% 2.5-4% 2.5-4% 4% 4%	2 2 2 2 2 2 2 2 2 2 2 2 2 2 2	- - - - - - - - - - - - - - -	Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover Operating revenue turnover	- - - - - - - - - - - - - - -	- - - - - - - - - - - - - - -	- - - - - - - - - - - - - - -	1,223,877 1,223,877 1,223,877 1,223,877 322,557 322,557 322,557 422,882 422,882 422,882 293,086 471,333 471,333 578 43,326	1,223,877 1,223,877 1,223,877 1,223,877 483,835 483,835 483,835 634,323 634,323 634,323 439,629 707,000 707,000 578 43,326

Note 1: Loans of funds is divided into the following two types: (1) The need for business dealings. (2) The need for short-term financing. Note 2: Since the maximum amount on financing is capped at 40% of the Company's net worth, the net worth in the most recent financial report shall be used for calculation where the maximum amount is NT$ 3,059,692 thousand × 40% = NT$ 1,223,877 thousand. Note 2: Since the maximum amount on loans to a single entity is capped at 40% of the Company's net worth, the net worth in the most recent financial report shall be used for calculation where the maximum amount is NT$ 3,059,692 thousand × 40% = NT$ 1,223,877 thousand. Note 4: The maximum amount of financing is capped at 40% of the net worth of the borrower company as stated in the financial statements. However, the maximum amount of financing between foreign subsidiaries held 100% by the Company is limited to 150% of the net worth in the lending company's financial statements. Note 5: The loan amount to an individual entity shall not exceed 40% of the subsidiary net worth as stated in the financial statements. However, the maximum amount of loans between foreign subsidiaries held 100% by the Company to an individual entity shall not exceed 100% of the subsidiaries’ net worth of as stated in the financial statements.

Attachment 6. Significant transactions with related parties

Operating revenue

The amount of significant sales from the Company to the related parties is as follows:

Subsidiary - Z-PLY (NY) Subsidiary Other Related Parties Associate	2022	2021 605,314 244,837 150 32 850,333
	$ 645,534 265,542 - 593 $ 911,669

The Company sells products to related parties on a payment collection term of one to three months. When dealing with general suppliers, the price cannot be compared due to the difference in the specifications and styles of the order.

Operating cost

(1) The monetary amount of the Company's purchase from related parties is as follows:

Subsidiary - Tex-ray Industrial Co., Ltd. Subsidiary - Tex-ray Apparel Co., Ltd. Subsidiary	2022	2021 82,976 46,087 4,761 133,824
	$ 58,122 92,110 2,985 $ 153,217

The payment terms for the Company's purchase from the related parties is one to three months, which is equivalent to that of a general supplier, and the purchase price cannot be compared since the transactions with the related parties are all special model orders.

(2) The amount of processing commissioned by the Company to the related parties is as follows:

Subsidiary - GOOD TIME Subsidiary - TEXRAY (VN) Subsidiary	2022	2021 96,384 297,207 17,524 411,115
	$ 131,741 280,939 10,307 $ 422,987

For the Company's outsourcing transactions with related parties, prices and payment terms are negotiated separately according to the contents of the order. When necessary, prepayment may be made depending on the operating needs of the related party.

3. Receivables from related parties

The Company's receivable accounts of the related parties are stated as follows:

Account items	Related Party’s Category	Related Party’s Category	2021.12.31 96 388 96,821 873 158 98,240 995 1,194 1,518 200 3,907 2021.12.31 4,344 1,580
Notes receivable - related party Subsidiary $ - Accounts receivable - related party Subsidiary - Z-PLY (NY) $ 43,322 〃 Subsidiary - T.Q.M (SWAZILAND) 63,901 〃 Subsidiary 8,126 〃 Other Related Parties - $ 115,349 Other receivables- Related parties Subsidiary - Tex-ray Industrial Co., Ltd. $ 1,104 〃 Subsidiary - AMRAY 5,127 〃 Subsidiary 902 〃 Other Related Parties - $ 7,133 Payables to related parties he Company's payable accounts of the related parties are stated as follows: Account items Related Party’s Category 2022.12.31 Accounts payable - related parties Subsidiary - Tex-ray Apparel Co., Ltd. $ 16,237 〃 Subsidiary 1,401 $ 17,638 Other payables - related party Subsidiary - FLYNN $ 290,985 〃 Subsidiary 672 291,657 Other non-current liabilities- Others Subsidiary - FLYNN $ 45,945

Accounts payable - related parties 〃 Other payables - related party 〃 Other non-current liabilities- Others	Subsidiary - Tex-ray Apparel Co., Ltd. Subsidiary Subsidiary - FLYNN Subsidiary Subsidiary - FLYNN	$ 16,237 1,401 $ 17,638 $ 290,985 672 291,657 $ 45,945
			5,924
			- 139
			139
			-

4. Payables to related parties

The Company's payable accounts of the related parties are stated as follows:

On December 27, 2022, it was resolved by the board of directors to acquire 100% of the equity of TRLA GROUP, INC and Z-PLY CORPORATION from its subsidiary FLYNN INTERNATIONAL LTD. at the consideration of USD1,372 thousand and USD 10,246 thousand respectively , the outstanding payment amount in the aforementioned transaction is US$11,000 thousand at the end of 2022.

Attachment 7

Mapping of the provisions of the Parliamentary Procedure for the Board before and after amendment of Tex-Ray Industrial Co., Ltd.

Number of article		Amended provisions		Current provisions	Description
Article 3		… The particulars inscribed in Paragraph 1 of Article 7 should be listed out in the cause of convention and cannot be proposed as extemporary motions.		… The particulars inscribed in Paragraph 1 of Article 7 shall be listed out as a part of the cause of convention and cannot be proposed as extemporary motionsunless under emergency or with justifiable reason.	Given the particulars inscribed in Paragraph 1 of Article 7 are important to the operation of the Company and must be specified as a part of the cause of the convention so that the Directors can access to sufficient information and have sufficient time for assessment before making decision.
Article 7		The following shall be presented to the Board for discussion: … V. The offering, issuance, or private placement of any equity- type securities. VI. If there is no position of Executive Director in the Board, the appoint or dismissal of the Chairman. VII.The appointment and dismissal of the heads of finance, accounting, or internal auditor …		The following shall be presented to the Board for discussion: … V. The offering, issuance, or private placement of any equity-type securities. VI. The appointment and dismissal of the heads of finance, accounting, or internal auditor …	I. Pursuant to Paragraphs 1 and 2 of Article 208 under the Company Act, the election of the Chairman falls within the authority of the Board of Directors or the Board of Executive Directors.

Attachment 8

Comparison Table for Amendments to the Corporate Governance Best Practice Principles

Amended provisions	Amended provisions	Amended provisions	Current provisions	Current provisions	Current provisions	Description

Article 3-1 (The personnel charged with			Article 3-1 (The personnel charged with
corporate governance affairs of the Company)			corporate governance affairs of the
Paragraph 1- skipped			Company)
It is required that the corporate governance			Paragraph 1- skipped			The Company follows Corporate
affairs mentioned in the preceding paragraph			It is required that the corporate governance			Governance 3.0- Planning of the
include at least the following items:			affairs mentioned in the preceding paragraph			Sustainable Development Road Map
I. Handling matters relating to board meetings			include at least the following items:			and also third party opinions thereby
and shareholders meetings according to laws			I. Handling matters relating to board			the compliance of the qualification
II. Producing minutes of board meetings and			meetings and shareholders meetings			requirement of Independent
shareholders meetings			according to laws			Directors (including the candidates
III. Assistance in onboarding and continuing			II. Producing minutes of board meetings and			of Independent Directors and
education of the directors and supervisors;			shareholders meetings			Independent Directors currently in
IV. Provision of information required for			III. Assistance in onboarding and continuing			office) is included as a part of the
performance of duties by the directors and			education of the directors and supervisors;			function of the Corporate
supervisors;			IV. Provision of information required for			Governance Officer of the Company.
V. Assistance in the directors' and supervisors'			performance of duties by the directors and			For fortifying the function of the
compliance of law; and			supervisors;			Corporate Governance Officer of the
VI. Report on the result of reviewing the			V. Assistance in the directors' and supervisors'			Company, changes in Directors
qualification requirements of the Independent			compliance of law; and			(including but not limited to the
Directors in compliance with applicable legal			VI. Others as specified in the Articles of			resignation of Independent Directors
rules at the time of their nomination, election,			Incorporation or contracts.			to the knowledge of the Corporate
and assumption of office.						Governance Officer or upon notice
VII. Handling the administrative procedures for						of matters of the appointment as
the changes in Directors.						specified in Paragraph 3 of Article 27
VIII.Others as specified in the Articles of						under the Company Act, which shall
Incorporation or contracts.						be complied with) as a part of the
						function of the Corporate
						Governance Officer. Accordingly,
						Subparagraphs 6 and 7 were added.

Part III - Corporate governance relation			Part III - Corporate governance relation			Further to the governance relation
between the Company and Related		Parties.	between the Company and	affiliates.		between companies listed at TWSE
						or TPEx and the affiliates, it also
						covers the management of the
						transactions with related parties.
						Therefore, the name of this section is
						amended.
Article 17			Article 17			I. Amendment to Paragraph 1
Companies listed at TWSE or TPEx shall			If the companies listed at TWSE or		TPEx	The provision of the article
institute documented rules and regulations			have business transactions with the		affiliates,	currently in effect just
under the fair and reasonable principles in			the financial and business transactions			specified only the transactions
governing thefinancialtransactions or trade			between the parties shall be governed by			between the Company and its
withrelated parties and shareholders. In			documented rules and regulations under the			affiliates shall be governed by
entering into agreement, the Company shall			fair and reasonable principles. Price and			documented rules and
explicitly state the terms and conditions of			payment terms shall be definitively stipulated			regulations. For bolstering the
pricing and the method of payment, shall avert			when contracts are signed, and non-arm's			management of transactions
any	transaction falling beyond arm’s length and		length transactions shall be prohibited.			with related parties, the
any	funneling of unjustified benefit.		The transactions or entering into agreement			transactions between the
The content of the aforementioned documented						Company and related parties
			between companies listed at TWSE or TPEx
						and shareholders shall also be
rules and regulations shall cover the			and their shareholders shall also be governed
						governed by documented rules
management procedures for purchase and sale			by the aforementioned principles with			and regulations In addition
of goods, acquisition or disposal of assets,			prohibition of funneling unjustified benefit.			. , affiliates shall also fall within
loaning of funds, and endorsement and						the scope of related parties. As

guarantee. For significant transactions, it will			such, paragraph 1 and
be necessary to present to the Board for			paragraph 2 currently in effect
approval and to the Shareholders Meeting for			were combined as Paragraph 1
ratification or reporting.			with proper revision of the
			wording.
			II. Paragraph 2 was added which
			explicitly states that the
			content of the aforementioned
			documented rules and
			regulations shall cover the
			management procedures of
			related transactions. In
			addition, significant
			transactions shall be presented
			to the Board for approval, and
			to the Shareholders Meeting
			for ratification.
Article 28	Article 28
Companies listed at TWSE or TPEx shall	Companies listed at TWSE or TPEx shall		According to Financial Supervisory
establish Audit Committee.	establishand Audit Committee	or a	Commission order under Jin-Guan-
The following is skipped.	Supervisor.		Zheng-Fa-Zi No. 10703452331, all
	The following is skipped.		companies listed at TWSE or TPEx
			shall complete the establishment of
			Audit Committee by 2022 to replace
			the system of Supervisor of the past.
Article 29	Article 29
1~4 skipped.	1~4 skipped.

Companies listed at TWSE or TPEx shall	Companies listed at TWSE or TPEx assess of		For upgrading the transparency of
consult theAudit Quality Indicators (AQIs)at	the independence status and retained		audit quality, companies listed at
regular intervals (at least once a year) for the	competence of the certified public		TWSE or TPEx were encouraged
assessment of the independence status and	accountants at regular intervals (at least once		under the “Corporate Governance
competence of the retained certified public	a year). If the Company has not changed the		3.0- Sustainable Development Road
accountants. If the Company has not changed	retained certified public accountants for 7		Map” in the advocacy of the AQIs at
the retained certified public accountants for 7	consecutive years, or the certified public		the time of assessment for the
consecutive years, or the certified public	accountants have been subject to disciplinary		replacement of retained certified
accountants have been subject to disciplinary	action, or the independence status of the		public accountants. For additional
action, or the independence status of the	certified public accountants has been		information, consult the information
certified public accountants has been	jeopardized, the Company shall evaluate if it		on AQIs provided by the CPA office.
jeopardized, the Company shall evaluate if it is	is necessary to make replacement and report
necessary to make replacement and report the	the evaluation result to the Board.
evaluation result to the Board.
Article 60	Article 60
The 4thamendment was made on March 14,	The 3rdamendment was made on February		Addition of the date for the 4th
2023	28, 2022		amendment.

Attachment 9

The Mapping of the Provisions of Sustainability Development Best Practice Principles before and after amendment

	after amendment
Amended provisions	Current provisions	Description
Article 27-1 Companies listed at TWSE or TPEx are advised to commit their resources for the promotion of artistic and cultural events or cultural and creative business through donation, sponsor, investment, purchase, strategic cooperation, corporate volunteers in technical service or other modes of support for the encouragement of cultural development.	New provision	This provision was added for the encouragement of the support in cultural and artistic events and promotion of cultural sustainability.

Attachment 10 Financial Report

Independent Auditors ’ Report

To the Board of Directors of TEX-RAY INDUSTRIAL CO., LTD.:

Opinion

We have audited the consolidated financial statements of TEX-RAY INDUSTRIAL CO., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, 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 a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Accountants of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

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

Revenue recognition

Please refer to Note 4(o) for the accounting policies on revenue and Note 6(t) “Revenue from contracts with

customers” for the details of the related disclosure.

Description of key audit matter:

The Group is in the garment textile industry. In order to enhance the international competency, the management adopts global layout as its business strategy and adds multiple production and sales supply chains overseas. Therefore, the extent of influence of local laws and political and economic changes in various countries to such strategy increases dramatically. Resulting in that the revenue recognition is regarded as highly concerns. Therefore, the Group’s revenue recognition has been identified as one of the key audit matters.

How the matter was addressed in our audit:

We have performed certain audit procedures including understanding the design of internal controls over the recognition of revenue and the collection of receivables, performing test of details by inspecting the sales orders, shipping records, invoices and documents related to accounts receivable and cash collection, and sending confirmation letters to verify the sales records and assessing the adequacy of revenue recognition. Furthermore, we also performed sample testing for verification from transactions within a period before and after balance sheet date to determine whether the revenue is recognized in appropriate period.

Valuation of accounts receivable

For the accounting policies on the valuation of accounts receivable, please refer to Note 4(g). Refer to Note 5(a) for the accounting estimates and assumptions related to the valuation of accounts receivable on reporting date and refer to Note 6(c) for the details of the accounts receivable.

Description of key audit matter:

As of December 31, 2022, the accounts receivable of the Group was $720,650 thousand . We have considered that the Group’s trading partners are scattered in different industries and geographic regions, how the management control credit risk of its customer is thoroughly important. Therefore, the impairment assessment of accounts receivable has been identified as one of the key audit matters.

How the matter was addressed in our audit:

We have performed certain audit procedures including inspecting the controls over customer credit assessment process, analyzing the accounts receivable aging table, viewing past collection experience of customers and checking cash collection records after the reporting date to evaluate whether the impairment of the accounts receivable has been properly assessed.

Other Matter

TEX-RAY INDUSTRIAL CO., LTD. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Kuo-Yang Tseng and Shu-Ying Chang.

KPMG

Taipei, Taiwan (Republic of China) March 28, 2023

Notes to Readers

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

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

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) `TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2022 and 2021`

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022 Amount % $ 2,144,613 25 33,069 - 720,650 8 88,876 1 5,283 - 1,250,817 14 134,589 2 7,553 - 178,190 2	December 31, 2022	December 31, 2022	December 31, 2022
	Amount	%	Amount
4,563,640 52
24,512 - 1,936,570 22 301,164 3 1,435,942 17 256,893 3 58,059 1 - - 42,811 1 36,898 1
	2,967,932 34 3,413,041 40
	2,067,926 24 1,691,168 20 180,307 2 178,613 2 205,220 2 189,775 2 11,719 - 21,933 - 4,430 - 16,966 -
	2,469,602 28 2,098,455 24
4,092,849 48
	5,437,534 62 5,511,496 64
	2,336,247 27 2,336,247 27 239,699 3 239,714 3 259,608 3 281,648 3 224,138 3 77,073 1 159,263 2 172,087 2 3,218,955 38 3,106,769 36
$ 8,656,489 100
	$ 8,656,489 100 8,618,265 100

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2022 and 2021

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

2022	% 100 79	2021	% 100 80
Amount $ 6,129,220 4,828,337		Amount 6,637,936 5,311,863
1,300,883	21	1,326,073	20
587,327 534,329 77,898 70,706	10 8 1 1	667,571 484,526 56,694 23,248	10 7 1 -
1,270,260	20	1,232,039	18
30,623	1	94,034	2
8,445 73,776 32,440 (99,981)	- 1 1 (2)	3,748 49,872 20,927 (94,919)	- 1 - (1)
14,680	-	(20,372)	-
45,303 86,977	1 1	73,662 116,417	2 2
(41,674)	-	(42,755)	-
5,825 958 10,164 -	- - - -	2,594 59,893 - -	- - - -
16,947	-	62,487	-
151,156 -	2 -	(127,510) -	(2) -
151,156	2	(127,510)	(2)
168,103	2	(65,023)	(2)
$ 126,429	2	(107,778)	(2)
$ (38,383) (3,291)	- -	(30,882) (11,873)	-
$ (41,674)	-	(42,755)
$ 125,025 1,404	2 -	(95,481) (12,297)	(2) -
$ 126,429	2	(107,778)	(2)
$	(0.16)		(0.13)
$	(0.16)		(0.13)

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2021 Loss Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Reversal of special reserve Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Changes in non-controlling interests Balance at December 31, 2021 Loss Other comprehensive income Total comprehensive income Changes in non-controlling interests Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2022	Ordinary shares Capital surplus	Retained earnings
		Legal reserve Special reserve Unappropriate d retained earnings Total retained earnings

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Provision for expected credit loss Gain on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share-based payments (Gain) loss on disposal of property, plan and equipment Loss on disposal of intangible assets Impairment loss on non-financial assets Loss (gain) on fair value adjustment of investment property Gain on lease modification Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: (Increase) decrease in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories (Increase) decrease in prepayments (Increase) decrease in other current assets Total changes in operating assets Changes in operating liabilities: Increase in contract liabilities Decrease in notes payable (Decrease) increase in accounts payable Increase (decrease) in other payable (Decrease) increase in other payable to related parties (Decrease) increase in other current liabilities Decrease in net defined benefit liability Increase in deferred credits (Decrease) increase in other operating liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities	For the years ended December 31 2022 2021 $ 45,303 73,662 203,482 206,525 17,405 17,488 70,706 23,248 - (111) 99,981 94,919 (32,440) (20,927) - (21) - 3,028 (415) 808 - 146 225 - 34,250 (27,988) (300) (26) 392,894 297,089 (31,961) 645 500,425 (273,254) 21,434 (25,408) 241,612 (236,582) (5,760) 58,809 (4,420) 828 721,330 (474,962) 28,630 14,762 (7,803) (38,085) (334,846) 194,876 25,190 (192,260) (8,211) 14,612 (965) 2,241 (4,389) (3,174) 2,846 - (32,706) 5,054 (332,254) (1,974) 389,076 (476,936) 781,970 (179,847) 827,273 (106,185) 32,440 20,927 - 21 (100,162) (94,786) (103,066) (153,850) 656,485 (333,873)
	2022 $ 45,303 203,482 17,405 70,706 - 99,981 (32,440) - - (415) - 225 34,250 (300)
	392,894
	(31,961) 500,425 21,434 241,612 (5,760) (4,420)
	721,330
	28,630 (7,803) (334,846) 25,190 (8,211) (965) (4,389) 2,846 (32,706)
	(332,254)
	389,076
	781,970
	827,273 32,440 - (100,162) (103,066)
	656,485

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT’D) For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets (Increase) Decrease in other financial assets Increase in other non-current assets Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Proceeds from long-term debt Repayments of long-term debt Payment of lease liabilities Cash dividends paid Change in non-controlling interests Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	For the years ended December 31 2022 2021 (10,920) - 16,380 - - 723 (70,366) (195,152) 13,948 16,723 (8,080) (5,645) (10,419) 32,559 (40,005) (24,335) (109,462) (175,127) 2,734,980 1,975,628 (2,726,477) (1,394,448) 779,889 49,924 (800,000) - 1,941,111 511,765 (1,672,205) (451,627) (41,393) (32,093) - (163,537) (14,243) 43,057 201,662 538,669 52,902 (54,961) 801,587 (25,292) 1,343,026 1,368,318 $ 2,144,613 1,343,026
	2022 (10,920) 16,380 - (70,366) 13,948 (8,080) (10,419) (40,005)
	(109,462)
	2,734,980 (2,726,477) 779,889 (800,000) 1,941,111 (1,672,205) (41,393) - (14,243)
	201,662
	52,902 801,587 1,343,026
	$ 2,144,613

See accompanying notes to consolidated financial statements.

Independent Auditors ’ Report

To the Board of Directors of TEX-RAY INDUSTRIAL CO., LTD.

Opinion

We have audited the financial statements of TEX-RAY INDUSTRIAL CO., LTD.(“the Company”), which comprise the balance sheets as of December 31, 2022 and 2021, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

1. Revenue recognition

Please refer to Note 4(o) for the accounting policies on revenue and Note 6(r) “Revenue from contracts with customers” for the details of the related disclosure.

Description of the key audit matter:

The Company is in the garment textile industry. In order to enhance the international competency, the management adopts global layout as its business strategy and adds multiple production and sales supply chains overseas. Therefore, the extent of influence of local laws and political and economic changes in various countries to such strategy increases dramatically. Resulting in that the revenue recognition is regarded as highly concerns. Therefore, the Company’ s revenue recognition has been identified as one of the key audit matters.

How the matter was addressed in our audit:

We have performed certain audit procedures including understanding the design of internal controls over the recognition of revenue and the collection of receivables, performing test of details by inspecting the sales orders, shipping records, invoices and documents related to accounts receivable and cash collection and assessing the adequacy of revenue recognition. Furthermore, we also performed sample testing for verification from transactions within a period before and after balance sheet date to determine whether the revenue is recognized in appropriate period.

Valuation of accounts receivable

For the accounting policies on the valuation of accounts receivable, please refer to Note 4(f). Refer to Note 5(a) for the accounting estimates and assumptions related to the valuation of accounts receivable on reporting date and refer to Note 6(c) for the details of the accounts receivable.

Description of the key audit matter:

As of December 31, 2022, the accounts receivable of the Company was $167,516 thousand. We have considered that the Company’s trading partners are scattered in different industries and geographic regions, how the management control credit risk of its customer is thoroughly important. Therefore, the impairment assessment of accounts receivable has been identified as one of the key audit matters.

How the matter was addressed in our audit:

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

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

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

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

Auditors ’ Responsibilities for the Audit of the Financial Statements

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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 audit resulting in this independent auditors’ report are Kuo-Yang Tseng and Shu-Ying Chang.

KPMG

Taipei, Taiwan (Republic of China) March 28, 2023

Notes to Readers

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

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

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD.

`Balance Sheets`

`December 31, 2022 and 2021`

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022 Amount % $ 508,975 8 - - 167,516 3 115,349 2 3,954 - 47,473 1 306,417 5 198,934 3 1,995 - 151,951 2	December 31, 2022	December 31, 2022	December 31, 2022
	Amount	%	Amount
1,502,564 24
20,012 - 3,205,497 52 420,896 7 28,912 - 1,094,413 17 10,332 - 12,294 - - - 4,690 - 1,857 -
	1,482,600 23 1,396,385 24
	1,499,356 24 1,256,179 23 179,123 3 177,699 3 23,426 - 21,821 - 10,323 - 19,909 - 46,947 1 502 -
	1,759,175 28 1,476,110 26
	3,241,775 51 2,872,495 50
	2,336,247 37 2,336,247 40 239,699 4 239,714 4 259,608 4 281,648 5 224,138 4 77,073 1
4,798,903 76
$ 6,301,467 100
	3,059,692 49 2,934,682 50
	$ 6,301,467 100 5,807,177 100

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2022 and 2021

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

2022	% 100 84	2021	% 100 83
Amount $ 2,878,383 2,411,182		Amount 3,110,103 2,572,050
467,201	16	538,053	17
(10,791) 13,236	- -	(13,236) 7,336	- -
469,646	16	532,153	17
303,478 154,472 16,967	11 5 1	360,587 102,848 7,571	12 3 -
474,917	17	471,006	15
(5,271)	(1)	61,147	2
32,108 73,566 3,170 (95,170) (33,549)	1 3 - (3) (1)	35,218 18,786 2,107 (100,901) (31,960)	1 1 - (3) (1)
(19,875)	-	(76,750)	(2)
(25,146) 13,237	(1) -	(15,603) 15,279	- -
(38,383)	(1)	(30,882)	-
5,422 - 6,879 -	- - - -	2,427 59,893 - -	- 2 - -
12,301	-	62,320	2
151,107 -	5 -	(126,919) -	(4) -
151,107	5	(126,919)	(4)
163,408	5	(64,599)	(2)
$ 125,025	4	(95,481)	(2)
$	(0.16)		(0.13)
$	(0.16)		(0.13)

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Balance on January 1, 2021 Loss Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Reversal of special reserve Difference between consideration and carrying amount of subsidiaries acquired or disposed of Changes in ownership interests in subsidiaries Balance on December 31, 2021 Loss Other comprehensive income Total comprehensive income Changes in ownership interests in subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance on December 31, 2022	Ordinary shares Capital surplus	Retained earnings
		Legal reserve Special reserve Unappropriated retained earnings Total retained earnings
	- - - - (30,882) (30,882) - - - - (30,882) - - - - 2,427 2,427 (126,919) - 59,893 (67,026) (64,599)
	- - - - (28,455) (28,455) (126,919) - 59,893 (67,026) (95,481)
	- - 10,523 - (10,523) - - - - - - - - - - (163,537) (163,537) - - - - (163,537) - - - (201,749) 201,749 - - - - - - - 5,164 - - - - - - - - 5,164 - 498 - - - - - - - - 498
	2,336,247 239,714 177,178 - 104,470 281,648 (975,090) (36,504) 1,088,667 77,073 2,934,682 - - - - (38,383) (38,383) - - - - (38,383) - - - - 5,661 5,661 151,107 5,682 958 157,747 163,408
	- - - - (32,722) (32,722) 151,107 5,682 958 157,747 125,025
	- (15) - - - - - - - - (15) - - - - 10,682 10,682 - (10,682) - (10,682) -
	$ 2,336,247 239,699 177,178 - 82,430 259,608 (823,983) (41,504) 1,089,625 224,138 3,059,692

See accompanying notes to parent company only financial statements.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Loss before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Reversal of provision for expected credit loss Loss on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of loss of subsidiaries, associates and joint ventures accounted for using equity method Loss on disposal of property, plan and equipment Unrealized (loss) profit from sales Loss (gain) on fair value adjustment of investment property Other income Total adjustments to reconcile profit Changes in operating assets and liabilities: Decrease in financial assets at fair value through profit or loss Decrease in notes receivable Decrease (increase) in notes receivable due from related parties Decrease (increase) in accounts receivable (Increase) decrease in accounts receivable due from related parties Decrease in other receivables (Increase) decrease in other receivables due from related parties Decrease (increase) in inventories (Increase) decrease in prepayments (Increase) decrease in other current assets Total changes in operating assets Changes in operating liabilities: Decrease in contract liabilities Decrease in notes payable Decrease in notes payable due to related parties (Decrease) increase in accounts payable Increase (decrease) in accounts payable due to related parties Increase (decrease) in other payables Increase (decrease) in other payable due to related parties Decrease in advance receipts (Decrease) increase in other current liabilities Decrease in net defined benefit liability Decrease in other non-current assets Increase (decrease) in other operating liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities	2022 $ (25,146) 16,013 6,569 (146) - 33,549 (3,170) - 95,170 (95) (2,445) 7,193 (2,240) (420)	2021 (15,603) 18,410 7,319 (60) (111) 31,960 (2,107) (21) 100,901 (7,152) 5,900 (21,048) (2,203) - 131,788 723 500 (96) (108,480) 12,299 735 105,803 (56,932) 19,935 69 (25,444) (17,352) (37,890) (13) 57,704 (21,039) (214,503) (227) (4,679) 4,884 (2,919) - (257) (236,291) (261,735) (129,947) (145,550) 2,107 21 (32,094) (16,108) (191,624)
	149,978
	- - 96 280,007 (17,109) 1,243 (21,244) 171,276 (31,468) (1,734)
	381,067
	(556) (8,066) - (80,622) 11,714 6,713 533 - (6,024) (4,164) (1,856) 500
	(81,828)
	299,239
	449,217
	424,071 3,170 - (33,345) (33,177)
	360,719

Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive
income
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease in other financial assets
Dividends received
Net cash flows (used in) investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Decrease in short-term loans
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from long-term debt
Repayments of long-term debt
Payment of lease liabilities
Cash dividends paid
Disposal of ownership interests in subsidiaries (without losing control)
Net cash flows from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

(10,920)
-
(100,510)
(433,850)
(1,528)
(4,590)
95
9,084
(5,059)
(1,430)
511
19,505
20,680
26,435
(96,731)
(384,846)
1,225,000
566,624
(1,215,000)
(246,614)
779,889
49,924
(800,000)
-
287,553
-
(140,000)
(38,250)
(5,873)
(6,720)
-
(163,537)
-
16,378
131,569
177,805
395,557
(398,665)
113,418
512,083
$
508,975
113,418

See accompanying notes to parent company only financial statements.

Attachment 11

TEX-RAY INDUSTRIAL CO., LTD.

Proposal for appropriation of earnings for covering loss in 2022

Unit: NT$

		Unit: NT$
Item	Amount	Remarks
Undistributed earnings in the beginning of the period Net loss in current period Other comprehensive income Disposal of equity instrument at fair value through Other Comprehensive Profit and Loss Accounts Undistributed earnings at the end of the period	104,468,146 (38,383,098) 5,661,014 10,682,174 82,428,236	In case of profits after final accounts of the Company in the year, the Company shall firstly withhold the taxes, make up for the accumulated losses, set aside 10% as legal surplus reserve, and then calculate or reserve special surplus reserve according to the applicable laws and regulations. In case of any surplus, the Board of Directors shall prepare a distribution proposal together with the undistributed profits of the previous years, and submit the proposal to the shareholders' meeting for resolution on distribution. The Company’s dividend policy, is to cope with the current and future development plans, while considering the investment environment, fund demands, and international and domestic competitions and the benefits of the shareholders. The amount of shareholders’ bonus to be distributed every year shall not be lower than 10% of the current distributable earnings. The shareholders’ bonus may be distributed in cash or shares; of which, the cash dividends shall not be lower than 10% of the total dividends.

Note: no dividend payment to the employees and Directors, given the status of net loss in 2022.

Chairman: Lin Zui Yeh

Manager: Lin Chung Yi

Accounting Supervisor: Wu Jianzhong

Attachment 12

TEX-RAY INDUSTRIAL CO., LTD. Mapping of the provisions of the Articles of Incorporation before and after amendment


Amended provisions	Provisions before amendment	Basis and reason of amendment
Article 17: The Company shall establish 9 to 13 seats of Directors of which at least 3 shall be reserved for Independent Directors. The number of Independent Directors shall not fall below 1/5 of the total seats of Directors and each has tenure of 3 years. The Company shall adopt the candidate nomination system for the election of Directors. The candidates shall be elected by the Shareholders Meeting from the list of candidates nominated for the election. The professional qualification requirement, restriction of shareholding and holding concurrent position, the determination of the status of independence, the method of nomination and election to office and other matters of compliance shall be governed by applicable legal rules. The Board of the Company shall establish and Audit Committee staffed with Independent Directors as members. The committee shall consist of at least 3 members of whom one shall act as the convenor. At least one member shall be expertise in accounting or finance. The function of the Audit Committee and other matters of compliance shall be governed by applicable legal rules or the Articles of Incorporation of the Company.	Article 17: The Company shall establish 7 to 11 seats of Directors of which at least 3 shall be reserved for Independent Directors. The number of Independent Directors shall not fall below 1/5 of the total seats of Directors and each has tenure of 3 years. The Company shall adopt the candidate nomination system for the election of Directors. The candidates shall be elected by the Shareholders Meeting from the list of candidates nominated for the election. The professional qualification requirement, restriction of shareholding and holding concurrent position, the determination of the status of independence, the method of nomination and election to office and other matters of compliance shall be governed by applicable legal rules. The Board of the Company shall establish and Audit Committee staffed with Independent Directors as members. The committee shall consist of at least 3 members of whom one shall act as the convenor. At least one member shall be expertise in accounting or finance. The function of the Audit Committee and other matters of compliance shall be governed by applicable legal rules or the Articles of Incorporation of the Company.	Addition of the seats of Directors in supporting corporate governance
These Articles 34 of Incorporation are established on August 4, 1978. Omitted. The 27th amendment was made on June 9, 2023.	These Articles 34 of Incorporation are established on August 4, 1978. Omitted. The 26th amendment was made on June 15, 2022.	The amendment dates are added

AI assistant

TEX-RAY — AGM Information 2023

51825_rns_2023-06-27_94d038ad-115c-4e2b-a150-7a4136bc12d4.pdf

TEX-RAY INDUSTRIAL CO., LTD.

Two. Ratifications

Two. Ratifications

Three. Discussions

Four. Election:

I. Cause of motion: election of Independent Director to fill the vacancy for discussion. (Proposed by the Board of Directors)

Five. Others and Extemporary motions: NA

TEX-RAY INDUSTRIAL CO., LTD. Business Report

I. Operating Guideline

The Audit Committee

Attachment 4. Status of endorsement and guarantee

Attachment 5. Loans of Funds to Others:

Attachment 6. Significant transactions with related parties

3. Receivables from related parties

4. Payables to related parties

Attachment 7

Attachment 8

Comparison Table for Amendments to the Corporate Governance Best Practice Principles

Attachment 9

The Mapping of the Provisions of Sustainability Development Best Practice Principles before and after amendment

Independent Auditors ’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter:

How the matter was addressed in our audit:

Description of key audit 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

KPMG

Notes to Readers

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2022 and 2021

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2022 and 2021

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Independent Auditors ’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Description of the key audit matter:

How the matter was addressed in our audit:

Description of the key audit matter:

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

Auditors ’ Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2022 and 2021

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

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TEX-RAY INDUSTRIAL CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

TEX-RAY INDUSTRIAL CO., LTD.

More from TEX-RAY

TEX-RAY AGM Information 2023

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) `TEX-RAY INDUSTRIAL CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2022 and 2021`

`Balance Sheets`

`December 31, 2022 and 2021`