TEX YEAR - AGM Information 2023 | FinancialReports.eu

TEX YEAR INDUSTRIES INC

2023 Annual General Shareholders’ Meeting

(Translation)

Note to Readers：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 version shall prevail.

Date: Monday, June 26, 2023

Time: 9:30 a.m. Taipei time

Place: 4F., No. 9, Wuquan 6th Rd., New Taipei Industrial Park, New Taipei City, Taiwan (Meeting Room on the 4th Floor of the Company).

Shareholders present:

59,650,569 shares were represented by the shareholders and proxies present (including 52,271,916 shares represented by shareholders executing voting rights through e-voting), which amounted to 57.49% of the Company’s 103,756,261 issued and outstanding shares.

Chairman: Mr. Donald Hsiao Recorder: Ms. Shih-Han Hsu

Attendance:

Directors present: Mr. Donald Hsiao, Mr. J.T.Hsiao, Mr. Chih-Hung Lai, Mr. Chung-Ping Wang (Chairman of the Audit Committee, Independent Director), Mr. Tsai-Wei Tseng (Independent Director), Mr. Wen-Pin Weng (Independent Director), Ms. Shu-Chuan Lin (Independent Director) More than one-half of all 11 directors are in attendance.

1. Chairman of the Meeting announced that the aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

2. Chairman’s opening speech: (Omitted)

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3. Report Items

(1). The Company’s 2022 Business Report, please kindly review.

Explanation: Please refer to page 10 to 15 of this Meeting Handbook for the Company’s 2022 Business Report. Reference attachment 1.

(2). 2022 Audit Committee Review Report, please kindly review.

Explanation: Please refer to page 16 for the Audit Committee Review Report. Reference attachment 2.

(3). Report of the distribution of employee compensation and directors’ and supervisors’ remuneration for 2022, please kindly review.

Explanation:

(i). The Company’s distribution of directors’ and supervisors’ remuneration and employee compensation for 2022 was approved in the Board of Directors’ meeting on March 29, 2023 and will be distributed in cash.
(ii). The directors’ and supervisors’ remuneration and employee compensation are NT$720,606 and NT$2,161,819, respectively.

(4). Report of implementation status of domestic convertible bonds issued in 2019, please kindly review.

Explanation: In order to repay the principal due on the first domestic secured convertible bond and bank loans, the Company issued the second secured and third unsecured convertible bonds in 2019, and the issuance terms are as follows: Type of issuance Second domestic secured convertible bond in 2019 Issue amount NT$200 million Denomination NT$100,000 Bond interest rate Coupon rate 0% Issue period 5 years from October23,2019 to October23,2024 Conversion status As of the end of February 2022, 485 units were converted into 3,299,300 common shares. Conversion Price Since September 15, 2021, the conversion price has been adjusted to NT$14.7 from NT$15.4.	Explanation: In order to repay the principal due on the first domestic secured convertible bond and bank loans, the Company issued the second secured and third unsecured convertible bonds in 2019, and the issuance terms are as follows: Type of issuance Second domestic secured convertible bond in 2019 Issue amount NT$200 million Denomination NT$100,000 Bond interest rate Coupon rate 0% Issue period 5 years from October23,2019 to October23,2024 Conversion status As of the end of February 2022, 485 units were converted into 3,299,300 common shares. Conversion Price Since September 15, 2021, the conversion price has been adjusted to NT$14.7 from NT$15.4.
Type of issuance	Second domestic secured convertible bond in 2019
Issue amount	NT$200 million
Denomination	NT$100,000
Bond interest rate	Coupon rate 0%
Issue period	5 years from October23,2019 to October23,2024
Conversion status	As of the end of February 2022, 485 units were converted into 3,299,300 common shares.
Conversion Price	Since September 15, 2021, the conversion price has been adjusted to NT$14.7 from NT$15.4.

Type of issuance	Third domestic unsecured convertible bondin 2019
Issue amount	NT$100 million
Denomination	NT$100,000
Bondinterestrate	Coupon rate 0%
Issue period	3 years from October24,2019 to October24,2022
Conversion status	As of the end of Februtary, 2022, 918 units were converted into 6,624,168 common shares.
Conversion Price	Since September 15, 2021, the conversion price has been adjusted to NT$13.4 from NT$14.0

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(5). Amendments to part of the “Rules of Procedure for Board Meetings”, please kindly review.
Explanation: Per FSC accounce the bulletin information No.1110383263 on August 5, 2022, it is proposed to amend the Company’s “Rules of Procedure for Board Meetings”, and please refer to Attachment 5 for the comparison table, p41 to 44.
(6). Report on the company's surplus distribution of cash dividends for 2022, please kindly review.

Explanation:

(i). Pursuant to Article 23 of the company's articles of association, distribution of dividends in cash mbe authorized to be made by the board of directors with more than two-thirds of the directors present and a decision made by a majority of the directors present.
(ii). The company's profit distribution NT$ 20,751,252 in cash dividends to shareholders in 2022 was calculated based on the 103,756,260 shares of the company that were out of circulation on February 28, 2023, and NT$ 0.2 was distributed per share.
(iii). The cash dividends are calculated according to the matching ratio, rounded up below NT$1, and the remaining amount less than one yuan is adjusted according to the principle of fairness from the largest to the smallest decimal point and the order of the account number from front to back, until it meets the requirements of cash dividends. with total debt. Share distribution, such as the subsequent purchase of the company's shares, transfer or cancellation of treasury shares, cash capital increase and exercise of employee stock warrants, convertible companies affect the number of outstanding shares by converting ordinary shares, resulting in shareholder dividends. The changer intends to ask the shareholders' general meeting to authorize the board of directors to handle matters related to the change.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

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4. Recognition Items

Agenda 1 ............................................................................................. proposed by the Board of Directors

Subject:2022 business report and financial statements, acknowledgment is respectfully requested. Explanation:

(I) The Company’s 2022 consolidated financial statements and individual financial statements, which have been audited by CPAs, Chuang, Pi-Yu Chien and Ming-Yen of Deloitte Taiwan, together with the business report, were approved by the board of directors, submitted to and examined by supervisors with the examination report.
(II) Please refer to to Attachment 1 (page 10 to 15), Attachment 3 and Attachement 4 (page 17 to 40) of this Meeting Handbook for the Company’s 2022 Business Report and financial statements..
(III) Acknowledgment is respectfully requested.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results: Shares represented at the time of voting: 59,650,569

Voting Result	Propotion to the total represented shares present
Votes in favor`：`59,013,582 votes (includinge-voting`：`51,634,929 votes)	98.93%
Votes in against:`：`109,331 votes (includinge-voting`：`109,331 votes)	0.18%
Votes in invalid`：`527,656 votes (includinge-voting`：`527,656 votes)	0.88%
Votes abstained`：`0 votes	0.00%

Resolved, the proposal was 98.93% of the votes in favor represented by the shareholders present, and the “2022 business report and financial statements” be and hereby were accepted as submitted.

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Agenda 2 ............................................................................................. proposed by the Board of Directors

Subject: 2022 earnings distribution plan, acknowledgment is respectfully requested.

Explanation:

(I) The Company’s 2022 earnings distribution plan was approved in the Board of Directors meeting on

March 29, 2023, and the proposed earnings distribution plan in compliance with the Articles of

Incorporation is as follows:

Incorporation is as follows:
The 2022 profit allocation proposal Undistributed earnings at the beginning of the period (a) Add:Retained earnings reclassified from comprehensive income actuarial gain on defined benefit plan of current year (b) Profit after adjustment for the beginning year (c=a+b) Add`：`Profit after tax in 2022 (d) Less :Appropriation of 10% legal reserve (e) =(b+d)×10% Add`：`Rotation of special surplus reserve (f) Distributable earnings (g) =(c+d-e+f) Distribution items: Less`：`Dividend (h)-cash- NT$0.2 per share (calculation based on the number of paid-in capital shares as of February 28, 2023) Undistributed earnings at the end of the period (i)=(g-h)	(Unit: NT$) $ 6,699,284 7,316,204
	14,015,488 20,238,413 (2,755,462) 20,753,930
	52,252,369 (20,751,252)
	$ 31,501,117

(i). If there is any surplus in the annual financial statements, in addition to the tax payment, the Company shall first make up for the previous years' deficits and then set aside 10% of the legal reserve as legal reserve, provided that if the legal reserve has reached the amount of paid-in capital, it may not be set aside. After the special reserve has been appropriated or reversed in accordance with the law, it shall be retained or distributed together with the accumulated undistributed earnings of previous years by resolution of the shareholders' meeting.
(ii). For the 2022 earning distribution, it is intended to provide NT$ 20,751,252 to distribute cash dividends NT$0.2 per share, based on the paid-in capital at the end of February 2023.
(iii). It is requested the ratification and passage of the shareholders’ meeting, and authorize the Chairman to determine the dividend distribution date, payment day, and other related matters, including that the cash dividends are calculated based on the shareholding proportionally, and rounded up to NT$1. The fractional amount is adjusted from the dismal number and the account number in descending power, until meeting the total amount of cash dividends.
(iv). In case where the buyback of the shares, transfer or cancellation of treasury shares, conducting cash capital increase, or exercise of employees’ subscription warrant or convertible corporate bonds for common share conversion, and thus the number of outstanding shares changes, and the shareholder’s yield changes as well, it is intended to request the shareholders’ meeting to authorize the board of directors to handling the matters related to such changes with full power.

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(II) Acknowledgment is respectfully requested.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results:

Shares represented at the time of voting: 59,650,569

Voting Result	Propotion to the total represented shares present
Votes in favor：59,013,582 votes (includinge-voting：51,634,929 votes)	98.93%
Votes in against:：109,331 votes (includinge-voting：109,331 votes)	0.18%
Votes in invalid：527,656 votes (includinge-voting：527,656 votes)	0.88%
Votes abstained：0 votes	0.00%

Resolved, the proposal was 98.93% of the votes in favor represented by the shareholders present, and the proposal for “2022 earnings distribution plan” be and hereby was accepted as proposed.

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5. Discussion Items

Agenda 1 ............................................................................................ proposed by the Board of Directors

Subject: Amendments to part of the “Rules of Procedure for Shareholders Meetings”, please kindly discuss. Explanation:

(I) Per FSC accounce the bulletin information No.1120004167 on March 17, 2023, it is proposed to amend the Company’s “Rules of Procedure for Board Meetings”, and please refer to Attachment 6 (page 45 to 50) for the comparison table.
(II) Please kindly discuss.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results: Shares represented at the time of voting: 59,650,569

Voting Result	Propotion to the total represented shares present
Votes in favor：59,012,582 votes (includinge-voting：51,633,929 votes)	98.93%
Votes in against:：110,331 votes (includinge-voting：110,331 votes)	0.18%
Votes in invalid：527,656 votes (includinge-voting：527,656 votes)	0.88%
Votes abstained：0 votes	0.00%

Resolved, the proposal was 98.93% of the votes in favor represented by the shareholders present, and the proposal for the amendments to “Rules of Procedure for Shareholders Meetings” be and hereby was accepted as proposed.

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Agenda 2 ............................................................................................ proposed by the Board of Directors

Subject: Release Directors from Non-Competition Restrictions, please kindly discuss. Explanation:

(I) Accordance with Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the Company's business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(II) If a director of the company concurrently holds other activities that are the same as or similar to the company's business scope, the director's non-competed restriction shall be lifted for the approval of the shareholders' meeting in accordance with the law.
(III) It is proposed to submit to the general meeting of shareholders to approve the lifting of the noncompetition restrictions on director Hsiao, Hsiang-Chih holding of the following company positions as follows.

Person to be released from non-competition restrictions	Name of affiliate in which a position concurrently held	Position concurrently held
Hsiao, Hsiang-Chih (Donald Hsiao)	Tex Year Minima Technology Europe Sp. z o. o.	Chairman

(IV) Please kindly discuss.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results:

Shares represented at the time of voting: 59,650,569

Voting Result	Propotion to the total represented shares present
Votes in favor：59,004,486 votes (includinge-voting：51,625,833 votes)	98.91%
Votes in against:：114,465 votes (includinge-voting：114,465 votes)	0.19%
Votes in invalid：531,618 votes (includinge-voting：531,618 votes)	0.89%
Votes abstained：0 votes	0.00%

Resolved, the proposal was 98.91% of the votes in favor represented by the shareholders present, and the proposal for the amendments to “Release Directors from Non-Competition Restrictions” be and hereby was accepted as proposed.

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6. Extempore Motions : None

7. Adjournment : 10:00 a.m. on June 26, 2023

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Attachments

Attachements 1.

Tex Year Industries Inc. Business Report

In 2022, Taiwan and China continued to struggle with the worst COVID-19 outbreak in three years, and the ongoing conflict between Russia and Ukraine escalated, leading to rising prices for crude oil and related natural resources, exacerbating global inflation and cost pressures for manufacturers. As a result, consumer demand in Europe and the United States declined, and sales for manufacturers in the Asia-Pacific region began to decline in the second half of the year. In such a highly uncertain and rapidly changing environment, Tex Year demonstrated the flexibility of its global management and teamwork, and with the trust of its regional customers and the collective efforts of its strategic partners, continued to achieve excellent business performance.

This year, Tex Year has continued to expand its operations in China regions to address domestic demands, to reduce reliance on the volatile European and US markets. We have also continued to expand our research and development of green and sustainable products, working together with upstream and downstream partners to develop sustainable products that meet future customer needs. In the Indian region, we have expanded the construction of a new factory in response to the booming domestic market opportunities. In Europe, we have joined forces with Minima Technology – a leading expert in the manufacture of biodegradable materials, to set up a plant in Poland to compete in the local European market for environmentally friendly and biodegradable products. In terms of developing specialized products, we have strengthened our sales in the automotive industry of the new energy field. In the medical device business, we have transferred and ceased production of in-house products that are not profitable, and instead focused on importing and selling high-end dental products with high added value. All of these measures not only mitigate the impact of various unfavorable factors in the international arena but also lay a solid foundation for the future development of the company.

For 46 years, Tex Year has focused on various types of green and low-carbon adhesive products. It has established 9 production bases and 6 R&D centers in Taiwan, Europe, India, Vietnam, mainland China, and other places. The global layout is to serve customers nearby. Through independent research and development and various types of technology cooperation, Tex Year delivers total solutions for clients in different industries. Going forward, we will comprehensively develop global markets, lead the industry to develop green, innovative, sustainable, and carbon-reducing products, and this is our continuous goal.

In the practice of sustainable development in ESG (environmental, social, and governance), Tex Year has formulated a "Sustainable Development Strategy Blueprint" for the group, combined with global R&D and operational management resources, and collaborated with strategic partners upstream and downstream to create the "Green Material Strategy Cooperation Platform" (GPS). The GPS platform introduces crossdomain and cross-border cooperation and builds four major technology development platforms: the Green Economic Platform, the Bio-Economic Platform, the Circular Economic Platform, and the Low-Carbon Economic Platform. It navigates strategic partners to the new blue ocean of green materials and carbon reduction solutions, moving towards sustainable development direction of the SDGs. GPS members share

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international regulations and trends, collaborate in developing green and sustainable materials, and Tex Year’s full range of green, sustainable, and low-carbon products have successively obtained various types of international certifications, meet future environmental sustainability regulations and industry trends towards carbon neutrality. These are all niche markets that we focus on in the future.

Over the past two years, the specialized business unit has achieved outstanding performance in representing high-end adhesives and specialty products in regions such as the United States and Japan, benefiting from the sustained high growth of the electronics industry and creating better contributions to profits. In terms of self-made products, Tex Year has collaborated extensively with international key account customers in the fields of display, handheld, wearable industries, and has simultaneously developed new types of specialty products to meet customer needs and create a first-mover advantage. These products have been parallelly promoted in related market areas. The newly constructed exclusive cleanroom production area in the Innovation Building at the Taoyuan plant has rapidly increased its production capacity utilization rate, expanded production efficiency, and met global customer shipping demands. This year, the company also obtained the IATF 16949 international certification for the design/new product development, manufacturing, installation, and service of products related to the automotive industry, meeting the needs of customers in various industrial fields.

In response to the issues of ESG (Environmental, Social, Governance) and the global challenges of climate change and sustainable development, Tex Year always takes a very proactive approach with concrete actions. We have established cross-functional units such as the "Integrity Committee," "Sustainability Committee," "Compensation Committee," "Information Security and Personal Information Protection Committee," and "Environment, Health and Safety Committee" to ensure that all aspects of the company's operations comply with the ESG spirit and balance the interests of all stakeholders in green procurement, corporate governance, social care, and environmental protection.

Looking ahead to 2023, despite uncertainties in the global economy and industry, we remain confident and prepared to face challenges with our balanced development approach and entrepreneurial culture. Our goal is to increase profits while maintaining growth in revenue, improving efficiency to meet market challenges. We strive to enhance our core competitiveness, bringing better profits and sustainable development that meet the expectations from our shareholders, employees, customers, and society.

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I. 2022 Operating Performance:

i. Implementation Outcome of Business Plans

Unit: All amounts in New Taiwan Dollars, unless stated otherwise.

Item	2022	2021	Margin(%)
Consolidated Revenue	3,655,955	3,550,382	2.97
Consolidated OperatingIncome	46,203	68,717	(32.76)
Consolidated Before Tax Income	50,838	56,041	(9.28)

ii. Budget Execution

Our company only sets internal budget goals and does not disclose financial forecast figures publicly. The estimated consolidated operating revenue for 2022 was NT$ 3,869,299 thousand, and the actual consolidated operating revenue was NT$ 3,655,955 thousand, with a budget achievement rate of 94.49%.

iii. Financial Revenue and Expenditure and Analysis of Profitability

		2022
	Item
		(Consolidated)

Financial structure	Debt to asset ratio (%)	56.34
	Long term capital to property, plant and equipment ratio (%)	175.64
Solvency	Current ratio (%)	145.98
	Quick ratio (%)	96.16
	Interest coverage ratio (times)	331.04
Profitability	Return on assets (%)	1.30
	Return on equity (%)	1.61
	Pre-tax net profit to paid-in capital ratio (%)	4.90
	Net profit ratio (%)	0.69
	Earnings per share (NT$)	0.20

iv. Research and Development Status

(i) Technology Level and Research Development

There are three major targets for research and development: new products, new processes and new industries, which are described as follows.

(A) Adhesive products:
a. Hot melt adhesive:

In line with sustainability, we actively develop environmentally friendly hot melt adhesives that are energy-saving, carbon-reducing, recyclable, and reduce plastic use. These adhesives can be used in industries such as home appliances, electronics, telecommunications, packaging, filters, medical materials, woodworking, DIY, bookbinding, and hygiene products.

We have also developed the Bionis series of bio-based and biodegradable hot melt adhesives to achieve perfect sustainability, environmental protection and friendliness.

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In addition, we have developed halogen-free flame-retardant hot melt adhesives that reduce greenhouse gas emissions and are environmentally friendly.

To meet the high-performance requirements of the automotive and mattress industries, we have developed special adhesive strips, low-temperature operation, high-temperature resistance, low VOC emissions, and other hot melt adhesive products to expand our marketing areas, meet market demands, and improve our hot melt adhesive product line.

b. Water-based adhesive:

Develop environmentally friendly water-based adhesive that can replace solvent-based adhesives for tape, labels, packaging and other applications. It has the characteristics of fast processing, water resistance, low white mist, high temperature resistance, low temperature and low surface energy material adhesion.

c. Participate in the Ministry of Economic Affairs Technology Research and Development Project to develop sustainable and environmentally friendly hot melt adhesive products for the target industries of paper straw lamination and structural adhesive.
(B) Special chemical products:
i. UV-curing adhesive, PUR adhesive, adhesive for automated production of LCD panels, adhesive for LED UV curing.

ii. UV curing filling adhesive series for the carbon fiber composite industry.

iii. UV-curable coatings: high-matte UV-curable coating for PVC flooring, matte UV-curable coating for SPC flooring.

iv. Specialty chemicals: low-odor two-component acrylic adhesive (SGA) that is user-friendly for industries such as speakers, optoelectronics, and motors.

v. UV pressure-sensitive adhesive: solvent-free, high-value, and environmentally friendly UV pressure-sensitive adhesive with excellent temperature reliability that can be processed automatically.

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(C) Filter materials:

i. Functional filter materials with antibacterial, antiviral, and anti-allergy properties.
ii. Chemical filters for the semiconductor industry.
iii. Low-resistance filter materials for professional respirators/masks.
iv. H14 and U15 high-efficiency low-resistance melt-blown filter materials for household air purifiers.
v. Filter materials for automotive air conditioning.

(ii) Educational and professional backgrounds of the Group's research and development personnel (December 31, 2022)

Item			High School
	Master (PhD) and	University
Educational			(Vocational	Total
	above	(College)
Background			School)

Number of People	29	25	0	54
Ratio(%)	53	47	0	100

II. Summary of 2023 operation plan

i. Strategy:
Targeting: Focus on niche markets and co-create customer value.
Eco-friendly: Combine environmental protection, safety, and fast product creation to generate brand value.
X: Innovative technology for convenient living.
YEAR: Long-term sustainable management.

ii. Expected Sales Quantity and Basis: The expected sales quantity of the self-produced hot melt adhesive products for 2023 is approximately 28,715 metric tons. This estimate is based on past sales, future market supply and demand, and industry environment.

iii. Key Production and Sales Policies

(i) Increase global market share of Tex Year's proprietary brand products.
(ii) Focus on the development of new energy vehicles and energy storage industries.

(iii) Expand into emerging ASEAN and South Asian markets through production bases in Vietnam and India.

(iv) Integrate group resources, expand sales synergies, adopt collaborative operations, globalize management, and pursue the group's maximum benefit.

(v) Strengthen international marketing and enhance domestic and international cooperation, establish an international distribution network, and increase market share.

(vi) Coordinate group procurement and production resources, reduce costs, and pursue sustainable development.

(vii) Form strategic alliances with international customers to expand economic scale and product lines.

(viii) Develop high value-added products with core technology and strengthen new product business development.

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(ix) Improve production technology, reduce manufacturing costs, and focus on automation and energy-saving and environmentally friendly processes.
(x) Expand the breadth and depth of green sustainable products through independent development and technology cooperation.

III. Future Company Development Strategy

“Endless pursuit of balanced development " is our business philosophy. We are committed to achieving a balanced development of the interests of shareholders, colleagues, and short-term and long-term interests.
IV. Impact of External Competitive, Regulatory, and Overall Business Environments
i. The international economic situation over the past three years has been affected by the COVID-19 pandemic and the US-China trade friction. The Russia-Ukraine war has also reached its first anniversary, continuing to have a severe impact on regional dynamics. This has led to a direct and indirect surge in crude oil and related natural resource prices, further driving up inflation. Businesses must have the ability to develop new products and transfer costs.
ii. COP27, based on the "Paris Agreement," will accelerate and expand the scale of commitments through the correct mechanisms to promote climate mitigation, adaptation actions, climate financing, fair transformation, and even global cooperation.
iii. The requirements for green environmental regulations are becoming increasingly strict in both Taiwan and the international regulatory environment, and circular economy products and technology will be key to future industry transformation.
iv. China continues to promote environmental policies, and the petrochemical industry is being forced to shut down, relocate, or reduce production. This has accelerated the elimination of weak companies, leading to a reduction in supply and an increase in prices.
v. Due to inflation In Europe and the United States, demand for non-essential consumer goods has greatly decreased among regional residents, which has a greater impact on export-oriented enterprises in the Asia-Pacific region.

Chairman:

Manager:

Chief Accountant:

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Attachements 2. : Audit Comminttee’s Review Report

TEX YEAR INDUSTRIES INC.

Audit Comminttee’s Review Report

Hereby approved

The audit Commintte has examined the accompanying 2022 Business Report, earnings distribution plan, consolidated and individual financial statements of the Company, which have been audited by CPAs, Chuang Pi-Yu Chien and Ming-Yen of Deloitte Taiwan, and concluded that no irregularities were found. We hereby report as above in accordance with relevant laws and regulations.

Regards,

2023 General Meeting of Shareholders

Chairman of the Audit Comminttee

Wang, Chung-Ping

March 29, 2023

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Attachements 3. :

Consolidated Financial Statements and Independent Auditor’s Report

INDEPENDENT AUDITOR’S REVIEW REPORT

To Tex Year Industries Inc.:

Audit Opinion

We have duly audited the consolidated balance sheet of Tex Year Industries Inc. and its subsidiaries as of December 31, 2022 and 2021, and the consolidated comprehensive income statement, consolidated statement of changes in equity and consolidated cash flow statement from January 1 to December 31, 2022 and 2021 as well as notes to the consolidated financial statements (including the summary of significant accounting policies).

In our opinion, based on our audits and the reports of the other auditors (see Other Matters), the consolidated financial statements referred to above have been prepared, in all material respects, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretation Announcements issued by the Financial Supervisory Commission, and are fairly stated in terms of the consolidated financial position of Tex Year Industries Inc. and its subsidiaries as of December 31, 2022 and 2021, and the consolidated financial performance and consolidated cash flows for the years 2022 and 2021 from January 1 to December 31.

Basis of Audit Opinion

We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards. Our responsibility under these standards will be further explained in the paragraph of our responsibility to review the consolidated financial statements. The staff of the firm to which we are affiliated, who are subject to the independence regulation, have maintained superior independence from Tex Year and its subsidiaries in accordance with the Code of Ethics for Accountants, and have fulfilled other responsibilities under the Code. We believe that we have obtained sufficient and appropriate audit evidence to form the basis of our audit opinion.

Key Audit Matters

A key audit matter is one that, in our professional judgment, is material to the examination of the consolidated financial statements of Tex Year Industries Inc. and its subsidiaries for 2022. These matters have been considered in the process of examining the consolidated financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on these matters individually.

The key audit matters of the financial statements of Tex Year Industries Inc. and its subsidiaries for 2022 are summarized as follows:

Authenticity of sales revenue

The sales revenue of Tex Year Industries Inc. and its subsidiaries from selling products to specific customers in 2022 increased compared to the same period last year, which has a significant impact on the

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individual financial report’s sales revenue and financial performance of Tex Year Industries Inc.; therefore the authenticity of recognition of the sales revenue is listed as a key audit matter.

For the accounting policies and relevant disclosure information related to sales revenue, please refer to notes 4 (13), 25 and 37 to the consolidated financial report.

Our audit procedures for assessing the authenticity of the sales revenue in the course of the audit are as follows:

Understand and test the effectiveness of the design and implementation of the internal control system related to the authenticity of sales revenue.
Obtain on a sample basis the transaction documents of the aforementioned sales revenue, including sales orders, shipping documents and collection documents, to verify the authenticity of the sales revenue posted.

Other Matters

The consolidated financial statements of Tex Year Enterprises, Inc. and its subsidiaries, certain subsidiaries and investment companies using the equity method have not been audited by us, but by other auditors. Accordingly, our opinion on the consolidated financial statements referred to above, which relates to the amounts included in the financial statements of certain subsidiaries and equitymethod investees and the related information disclosed in the notes, is based on the reports of other auditors. The total assets of these subsidiaries as of December 31, 2022 and 2021 were NT$547,911 thousand and NT$1,000,046 thousand, respectively, accounting for 17% and 30% of the total combined assets; net operating income from January 1 to December 31, 2022 and 2021 was NT$495,183 thousand and NT$759,275 thousand respectively, representing 14% and 21% of the consolidated net operating income respectively. For these investments using the equity method, the balances on December 31, 2022 and 2021 were NT$57,443 thousand and NT$61,364 thousand respectively, both representing 2% of the total assets respectively. From January 1 to December 31, 2022 and 2021, the share of joint venture profit and loss recognized by the equity method was NT$1,087 thousand and NT$(2,905) thousand respectively, accounting for 2% and (5%) of the consolidated net profit before tax respectively.

Tex Year Industries Inc. has prepared its individual financial reports for 2022 and 2021, and we have issued the audit report with unqualified opinions and notes on other matters for reference.

Responsibility of Management and Governance Unit to Consolidated Financial Statements

The responsibility of management is to prepare consolidated financial statements that present fairly the financial position of the Company in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of consolidated financial statements as 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's responsibility also includes assessing Tex Year Industries Inc. and its subsidiaries' ability to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate Tex Year Industries Inc. and its subsidiaries or to cease operations, or there is no practical alternative to liquidation or cessation of operations.

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The governance units (the audit committee) of Tex Year and its subsidiaries are responsible for overseeing the financial reporting process.

Responsibility of Accountants Auditing Consolidated Financial Statements

The purpose of our audit is to obtain reasonable assurance about whether the consolidated financial statements taken as a whole are free from material misstatement, whether due to fraud or error, and to issue a report thereon. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in the consolidated financial statements will be detected. Misrepresentation may be the result of fraud or error. Individual amounts or aggregates that are not true are considered material if they could reasonably be expected to affect the economic decisions made by users of the consolidated financial statements.

We conducted our audit in accordance with generally accepted auditing standards, exercising our professional judgment and maintaining our professional skepticism. We also perform the following tasks.

Identify and assess the risks of material misstatement of the consolidated financial statements arising from fraud or error; design and implement appropriate responses to the risks assessed; and obtain sufficient and appropriate evidence to provide a basis for an audit opinion. Because fraud may involve conspiracy, forgery, intentional omission, misrepresentation or a breach of internal control, the risk of not detecting material misstatement due to fraud is higher than that due to error.
We obtained an understanding of the internal control relevant to our 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 Tex Year Enterprises, Inc. and its subsidiaries' internal control.
Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures made by management.
Based on the evidence obtained, we have made a conclusion on the appropriateness of management's adoption of the going concern basis of accounting and whether there is any material uncertainty about the events or circumstances that may cast significant doubt on the ability of Tex Year Enterprises, Inc. and its subsidiaries to continue as a going concern. If we believe that there is a material uncertainty about such events or conditions, we should draw the attention of users of the consolidated financial statements to the relevant disclosures in the audit report or revise our audit opinion if such disclosures are inappropriate. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or circumstances may cause Tex Year Industries Inc. and its subsidiaries to cease to have the ability to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the related notes, and whether the consolidated financial statements present fairly the related transactions and events.
We obtained sufficient and appropriate audit evidence on the financial information of the constituent entities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and execution of the Group's audits, and for forming an opinion on the Group's audits.

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We will communicate with the governance unit regarding the scope and timing of the planned audit and significant audit findings, including significant deficiencies in internal control identified during the audit.

We also provide the governing body with a statement that the independence-regulated personnel of the firm to which we are affiliated have complied with the Code of Ethics for Accountants with respect to independence, and communicate with the governing body about all relationships and other matters (including related safeguards) that may be considered to affect the accountant's independence.

From the matters communicated with the governance unit, we decided on the key audit items for the audit of the annual consolidated financial statements of Tex Year Industries Inc. and its subsidiaries for 2022. We identified those matters in our auditor's report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, where we decided not to communicate those matters in our auditor's report because the negative effect of such communication could reasonably be expected to outweigh the public interest that would be served.

The engagement partners on the reviews resulting in this independent auditor’s review report are Pi-Yu Chuang and Ming-Yen Chien.

Deloitte & Touche Taipei, Taiwan Republic of China

March 29, 2023

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 accepted and applied in the Republic of China.

For the convenience of readers, the auditor’s 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 auditor’s report and consolidated financial statements shall prevail.

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Tex Year Industries Inc. and Subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Code 1100 1110 1136 1150 1170 1180 1200 1210 130X 1470 11XX 1510 1535 1550 1600 1755 1780 1840 1915 1990 15XX 1XXX Code 2100 2170 2200 2230 2250 2280 2320 2399 21XX 2530 2540 2570 2580 2630 2640 2670 25XX 2XXX 3110 3130 3100 3200 3310 3320 3350 3300 3410 3420 3400 31XX 36XX 3XXX	Asset Current asset Cash and cash equivalents (notes 4 and 6) Current financial assets at fair value through profit or loss (notes 4, 7 and 19) Current financial assets measured at cost after amortization (notes 4, 9 and 33) Notes receivable, net (notes 4 and 10) Accounts receivable, net (notes 4, 5 and 10) Accounts receivable due from related parties, net (notes 4, 5, 10 and 32) Other receivables (notes 4 and 10) Other receivables due from related parties (notes 4, 10 and 32) Current inventories (notes 4, 5, 11 and 33) Other current assets (note 17) Total current assets Non-current assets Non-current Financial assets at fair value through profit or loss (notes 4 and 7) Non-current Financial assets at amortized cost (notes 4 and 9) Investment under the equity method (note 4 and 13) Property, plant and equipment (notes 4, 14 and 33) Right-of-use assets (notes 4 and 15) Intangible assets (notes 4 and 16) Deferred tax assets (notes 4 and 27) Advance payment for equipment Other non-current assets, others (note 10 and 17) Total non-current assets Total assets Liabilities and equity Current liabilities Current liabilities (note 18) Accounts payable (note 20) Construction contracts payable to related parties (note 21) Current tax liabilities (notes 4 and 27) Current provisions (notes 4 and 22) Current lease liabilities (notes 4 and 15) Long-term borrowings and corporate bonds payable -current portion (notes 18, 19 and 33) Other current liabilities, others (notes 21 and 29) Total current liabilities Non-current liabilities Corporate bonds payable (note 19) Long-term borrowings (notes 18 and 33) Deferred tax liabilities (notes 4 and 27) Non-current lease liabilities (notes 4 and 15) Non-current deferred income (notes 4 and 29) Net defined benefit liability, non-current (notes 4 and 23) Other non-current liabilities, others (note 21) Total non-current liabilities Total liabilities Equity attributable to owners of the Company (notes 4, 8, 12, 13, 19, 23, 24, 27 and 31) Share capital Common stock Certificates of rights to exchange bonds for shares Total share capital Capital from retained earnings Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity interest Foreign operating institute Translation of financial statements Exchange differences Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Total other equity interest Total equity attributable to owners of parent Non-controlling interests Total equity Total liabilities and equity		December 31,2022	December 31,2022	% 17 2 - - 19 1 - - 20 1 60 1 - 3 31 2 - 1 1 1 40 100 23 9 4 1 - - 3 1 41 5 7 2 - - 1 - 15 56 31 - 31 3 4 4 1 9 3 ) - 3) 40 4 44 100	In thousand of New Taiwan Dollars. December 31,2021	In thousand of New Taiwan Dollars. December 31,2021	In thousand of New Taiwan Dollars. December 31,2021	In thousand of New Taiwan Dollars. December 31,2021
			Amount $ 557,220 52,919 1,079 18,901 624,430 44,183 8,992 676 659,902 32,061 2,000,363 13,727 - 91,060 1,026,844 77,481 13,023 36,956 36,457 15,060 1,310,608 $ 3,310,971 $ 754,839 312,661 127,497 27,497 181 5,852 91,391 50,379 1,370,297 148,085 232,211 81,607 5,572 2,035 25,153 337 495,000 1,865,297 1,033,548 4,015 1,037,563 80,531 135,480 118,648 34,254 288,382 85,308 ) 12,586) 97,894) 1,308,582 137,092 1,445,674 $ 3,310,971				Amount $ 438,772 59,020 - 26,625 643,258 21,676 14,359 411 692,943 73,237 1,970,301 7,237 7,797 86,365 986,443 77,068 16,661 40,080 75,491 13,206 1,310,348 $ 3,280,649 $ 581,264 470,536 137,511 13,454 1,058 4,359 115,244 43,949 1,367,375 193,050 255,397 72,311 5,530 3,712 37,886 1,929 569,815 1,937,190 979,327 150 979,477 58,677 132,500 110,779 38,176 281,455 106,062 ) 12,586) 118,648) 1,200,961 142,498 1,343,459 $ 3,280,649		%
		( ( (		( (		( ( (		( ( (	13 2 - 1 20 1 - - 21 2 60 - - 3 30 2 1 1 2 1 40 100 18 14 4 1 - - 4 1 42 6 8 2 - - 1 - 17 59 30 - 30 2 4 4 1 9 3 ) 1) 4) 37 4 41 100

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Tex Year Industries Inc. and Subsidiaries

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

In thousand of New Taiwan Dollars, Except earnings per share.

Code Operating revenue (notes 4, 25, 32 and 37) 4110 Total operating income 4170 Less: sales return 4190 Less: sales discount 4000 Net operating income Operating costs (notes 4, 5, 11, 22, 23, 26 and 32) 5110 Total cost of sales 5900 Gross profit from operations 5910 Realized gains from joint ventures (note 4) 5950 Gross profit from operations Operating expenses (notes 4, 5, 10, 16, 23, 26 and 32) 6100 Marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6900 Net operating income (loss)		2022		% 101 1 - 100 82 18 - 18 10 4 2 - 16 2		2021
		Amount $ 3,694,564 38,609 - 3,655,955 3,012,746 643,209 43 643,252 354,386 145,167 87,264 10,232 597,049 46,203				Amount $ 3,571,213 20,090 741 3,550,382 2,904,273 646,109 83 646,192 348,053 141,161 86,189 2,072 577,475 68,717		%
								101 1 - 100 82 18 - 18 10 4 2 - 16 2

(Continue)

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(Continue)

Code Non-operating income and expenses 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method, net (notes 4 and 13) 7100 Interest income (notes 4 and 26) 7010 Other income (notes 4, 26, 29 and 32) 7020 Other gains and losses, net (notes 4 and 26) 7590 Miscellaneous disbursements 7510 Financial cost (notes 4, 18, 19 and 26) 7230 Net foreign exchange gains (losses) (notes 4 and 35) 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense (notes 4 and 27) 8200 Net profit of the current period Other comprehensive income (notes 4, 8, 12, 13, 23 and 27) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 (Continue)		2022		% - - - - - 1 ) 1 - 2 1 1 - - -		2021
		Amount $ 7,289 ) 5,204 15,238 1,561 6,017 ) 22,004 ) 17,942 4,635 50,838 25,476 25,362 9,145 1,829) 7,316				Amount $ 6,170 ) 1,887 22,023 540 ) 8,204 ) 13,813 ) 7,859) 12,676) 56,041 19,995 36,046 1,153 230) 923		%
	( ( ( (		(		( ( ( ( ( ( (		(	- - 1 - - 1 ) - - 2 1 1 - - -

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(Continue)

Code Components of other comprehensive income that will not be reclassified to profit or loss 8361 Foreign operating institute Translation of financial statements Exchange differences 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8360 8300 Total other comprehensive income 8500 Total comprehensive income Net profit attributable to 8610 Owners of the Company 8620 Non-controlling interests 8600 Comprehensive income attributable to: Total comprehensive income attributable to 8710 Owners of the Company 8720 Non-controlling interests 8700 Earnings per Share (note 28) 9710 Basic 9810 Dilute		2022		% 1 - - 1 1 2 1 - 1 2 - 2		2021
		Amount $ 30,805 878 7,827) 23,856 31,172 $ 56,534 $ 20,238 5,124 $ 25,362 $ 48,308 8,226 $ 56,534 $ 0.20 $ 0.19				Amount $ 12,804 ) 297 1,967 10,540) 9,617) $ 26,429 $ 28,877 7,169 $ 36,046 $ 21,931 4,498 $ 26,429 $ 0.30 $ 0.28		%
	(				( ( (			- - - - - 1 1 - 1 1 - 1

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Tex Year Industries Inc. and Subsidiaries

Consolidated Statement of Changes in Equity

January 1 to December 31, 2022 and 2021

In thousand of New Taiwan Dollars.

Equity attributable to owners of the Company (notes 4, 8, 12, 13, 19, 23, 24, 27 and 31)

Share capital Common stock Certificates of rights to exchange bonds for shares $ 893,857 $ 12,143 - - - - - - 45,321 - 28,006 150 12,143 ( 12,143 ) - - - - - - 979,327 150 - - - - - - - - 54,071 4,015 150 ( 150 ) - - - - - - $ 1,033,548 $ 4,015	Share capital Common stock Certificates of rights to exchange bonds for shares $ 893,857 $ 12,143 - - - - - - 45,321 - 28,006 150 12,143 ( 12,143 ) - - - - - - 979,327 150 - - - - - - - - 54,071 4,015 150 ( 150 ) - - - - - - $ 1,033,548 $ 4,015		Retained earnings		Other equityitems Foreign operating institute Translation of financial statements Exchange differences Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income ( $ 98,193 ) ( $ 12,586 ) - - - - - - - - - - - - - - ( 7,869) - ( 7,869) - ( 106,062 ) ( 12,586 ) - - - - - - - - - - - - - - 20,754 - 20,754 - ($ 85,308) ($ 12,586)	Other equityitems Foreign operating institute Translation of financial statements Exchange differences Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income ( $ 98,193 ) ( $ 12,586 ) - - - - - - - - - - - - - - ( 7,869) - ( 7,869) - ( 106,062 ) ( 12,586 ) - - - - - - - - - - - - - - 20,754 - 20,754 - ($ 85,308) ($ 12,586)			Total equity
					Foreign operating institute Translation of financial statements Exchange differences ( $ 98,193 ) - - - - - - - ( 7,869) ( 7,869) ( 106,062 ) - - - - - - - 20,754 20,754 ($ 85,308)
Common stock $ 893,857 - - - 45,321 28,006 12,143 - - - 979,327 - - - - 54,071 150 - - - $ 1,033,548		Legal reserve $ 125,834 - 6,666 - - - - - - - 132,500 - 2,980 - - - - - - - $ 135,480	Special reserve $ 95,226 - - 15,553 - - - - - - 110,779 - - 7,869 - - - - - - $ 118,648
	( (			( ( ( ( ( (	( ( ( ( (	( ( (	( ( (	( ( ( (	$ 1,279,328 561 ) - - - 38,263 - 36,046 9,617) 26,429 1,343,459 13,632 ) - - 20,627 ) 79,940 - 25,362 31,172 56,534 $ 1,445,674

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Tex Year Industries Inc. and Subsidiaries

Consolidated Cash Flow Statement

January 1 to December 31, 2022 and 2021

Code Cash flow from business activities A00010 Profit from continuing operations before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss A20400 Net loss on financial assets and liabilities at fair value through profit or loss A20900 Finance costs A21200 Interest income A22300 Share of profit and loss of associates and joint ventures accounted for using equity method A22900 Proceeds from disposal of lease agreement benefits A22500 Proceeds from disposal of property, plant and equipment A23800 Impairment loss on non-financial assets A23700 Impairment loss of property, plant and equipment A23900 Realized profit from joint ventures A24100 Unrealized foreign exchange gains A29900 Provision (reversal) of refund liabilities A29900 Other adjustments to reconcile profit (loss) A30000 Changes in operating assets and liabilities A31115 Decrease (increase) in financial assets at fair value through profit or loss, mandatorily measured at fair value A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable - related parties A31180 Other receivable A31190 Other receivables - related party A31200 Inventories A31240 Other current assets A32150 Accounts payable A32160 Accounts payable - related parties A32180 Other payable A32190 Other payable to related parties A32230 Other current liabilities A32240 Net defined benefit liability – non-current A33000 Cash inflow generated from operations		In thousand of New Taiwan Dollars. 2022 2021 $ 50,838 $ 56,041 96,660 89,862 7,413 7,734 10,232 2,072 1,687 622 22,004 13,813 5,204 ) ( 1,887 ) 7,289 6,170 19 ) - 3,364 ) ( 82 ) 13,776 2,596 116 - 43 ) ( 83 ) 599 ) ( 413 ) 877 ) 12 1,732 ) ( 9,485 ) 6,763 ( 5,507 ) 7,724 ( 2,477 ) 9,238 ( 48,998 ) 20,168 ) 15,492 5,452 7,747 178 ) 1,013 19,921 ( 153,468 ) 41,176 ( 2,424 ) 157,006 ) 78,923 - ( 26,802 ) 5,683 ) ( 21,380 ) - ( 39 ) 6,430 16,674 3,588) ( 3,452) 108,258 22,274	In thousand of New Taiwan Dollars. 2022 2021 $ 50,838 $ 56,041 96,660 89,862 7,413 7,734 10,232 2,072 1,687 622 22,004 13,813 5,204 ) ( 1,887 ) 7,289 6,170 19 ) - 3,364 ) ( 82 ) 13,776 2,596 116 - 43 ) ( 83 ) 599 ) ( 413 ) 877 ) 12 1,732 ) ( 9,485 ) 6,763 ( 5,507 ) 7,724 ( 2,477 ) 9,238 ( 48,998 ) 20,168 ) 15,492 5,452 7,747 178 ) 1,013 19,921 ( 153,468 ) 41,176 ( 2,424 ) 157,006 ) 78,923 - ( 26,802 ) 5,683 ) ( 21,380 ) - ( 39 ) 6,430 16,674 3,588) ( 3,452) 108,258 22,274	In thousand of New Taiwan Dollars. 2022 2021 $ 50,838 $ 56,041 96,660 89,862 7,413 7,734 10,232 2,072 1,687 622 22,004 13,813 5,204 ) ( 1,887 ) 7,289 6,170 19 ) - 3,364 ) ( 82 ) 13,776 2,596 116 - 43 ) ( 83 ) 599 ) ( 413 ) 877 ) 12 1,732 ) ( 9,485 ) 6,763 ( 5,507 ) 7,724 ( 2,477 ) 9,238 ( 48,998 ) 20,168 ) 15,492 5,452 7,747 178 ) 1,013 19,921 ( 153,468 ) 41,176 ( 2,424 ) 157,006 ) 78,923 - ( 26,802 ) 5,683 ) ( 21,380 ) - ( 39 ) 6,430 16,674 3,588) ( 3,452) 108,258 22,274
	( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 56,041 89,862 7,734 2,072 622 13,813 1,887 ) 6,170 - 82 ) 2,596 - 83 ) 413 ) 12 9,485 ) 5,507 ) 2,477 ) 48,998 ) 15,492 7,747 1,013 153,468 ) 2,424 ) 78,923 26,802 ) 21,380 ) 39 ) 16,674 3,452) 22,274

(Continue)

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(Continue)

Code A33100 Interest received A33300 Interest paid A33500 Income taxes refund (paid) AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00040 Acquisition of financial assets at amortised cost B00050 Proceeds from disposal of financial assets at amortised cost B00100 Acquisition of financial assets at fair value through profit or loss B01900 Acquisition of investments accounted for using equity method B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B06700 Increase in other non-current assets B07100 Increase in prepayments for business facilities B07600 Dividends received BBBB Net cash flows from (used in) investing activities Cash flow from financing activities C00100 Increase in short-term loans C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C04020 Payments of lease liabilities C04400 Increase in other non-current liabilities C04500 Cash dividends paid C09900 Cash dividends from non-controlling interests paid CCCC Cash flows from (used in) financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period		2022 $ 4,945 19,955 ) 8,669) 84,579 1,083 ) 7,797 8,000 ) 11,063 ) 52,949 ) 4,359 2,259 ) 3,123 ) 35,647 ) - 101,968) 169,946 68,000 83,090 ) 6,863 ) 1,592 ) 20,627 ) 13,632) 112,142 23,695 118,448 438,772 $ 557,220		2021
	( ( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 1,887 11,289 ) 27,359) 14,487) 7,721 ) - 5,000 ) - 61,701 ) 825 2,810 ) 657 ) 77,740 ) 32,419 122,385) 226,684 57,320 115,216 ) 6,029 ) 1,025 - 561) 163,223 7,960) 18,391 420,381 $ 438,772

The accompanying notes are an integral part of the consolidated financial statements. (please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Attachements 4. : Individual Financial Statements and Independent Auditor’s Repor t

INDEPENDENT AUDITOR’S REVIEW REPORT

Tex Year Industries Inc.:

Audit Opinion

We have duly audited the individual balance sheet of Tex Year Industries Inc. as of December 31, 2022 and 2021, and the individual comprehensive income statement, individual statement of changes in equity and individual cash flow statement from January 1 to December 31, 2022 and 2021. as well as notes to the individual financial statements (including the summary of significant accounting policies).

In our opinion, based on our audits and the reports of the other auditors (see Other Matters), the individual financial statements referred to above have been prepared, in all material respects, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are fairly stated in terms of the individual financial position of Tex Year Industries Inc. as of December 31, 2022 and 2021, and the individual financial performance and individual cash flows for 2022 and 2021 from January 1 to December 31.

Basis of Audit Opinion

We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards. Our responsibility under these standards will be further explained in the paragraph of our responsibility to review the individual financial statements. The staff of the firm to which we are affiliated, who are subject to the independence regulation, have maintained superior independence from Tex Year in accordance with the Code of Ethics for Accountants, and have fulfilled other responsibilities under the Code. We believe that we have obtained sufficient and appropriate audit evidence to form the basis of our audit opinion.

Key Audit Matters

A key audit matter is one that, in our professional judgment, is material to the examination of the individual financial statements of Tex Year Industries Inc. for 2022. These matters have been considered in the process of examining the individual financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on these matters individually.

The key audit matters of the financial statements of Tex Year Industries Inc. for 2022 are summarized as follows:

Authenticity of sales revenue

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The sales revenue of Tex Year Industries Inc. from selling products to specific customers in 2022 increased compared to the same period last year, which has a significant impact on the individual financial report’s sales revenue and financial performance of Tex Year Industries Inc.; therefore the authenticity of recognition of the sales revenue is listed as a key audit matter.

For the accounting policies and relevant disclosure information related to sales revenue, please refer to notes 4 (13) and 24 to the individual financial report.

Our audit procedures for assessing the authenticity of the sales revenue in the course of the audit are as follows:

Understand and test the effectiveness of the design and implementation of the internal control system related to the authenticity of sales revenue.
Obtain on a sample basis the transaction documents of the aforementioned sales revenue, including sales orders, shipping documents and collection documents, to verify the authenticity of the sales revenue posted.

Other Matters

The individual financial statements of Tex Year Enterprises, Inc. and its subsidiaries, certain subsidiaries and investment companies using the equity method have not been audited by us, but by other auditors. Accordingly, our opinion on the financial statements referred to above is based on our review of the amounts and disclosures in the notes to the financial statements of certain investees in respect of investments accounted for using the equity method. For these investments using the equity method, the balances of December 31, 2022 and 2021 were NT$333,809 thousand and NT$873,386 thousand respectively, representing 12% and 33% of the total assets respectively. From January 1 to December 31, 2022 and 2021, the share of joint venture profit and loss recognized using the equity method was NT$494 thousand and NT$32,862 thousand respectively, accounting for 1% and 94% of the net profit before tax respectively.

Responsibility of Management and Governance Unit to Individual Financial Statements

Management’s responsibility is to prepare fairly presented financial statements in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and to maintain such internal control relevant to the preparation of financial statements as is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management’s responsibility also includes assessing Tex Year Industries Inc. ability to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate Tex Year

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Industries Inc. or cease operations, or there is no practical alternative to liquidation or cessation of operations.

The governance unit (the audit committee) of Tex Year is responsible for overseeing the financial reporting process.

Responsibility of Accountants Auditing Individual Financial Statements

The purpose of our audit is to obtain reasonable assurance about whether the individual financial statements taken as a whole are free from material misstatement, whether due to fraud or error, and to issue a report thereon. Reasonable assurance refers to high assurance. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in the individual financial statements will be detected. Misrepresentation may be the result of fraud or error. Individual amounts or aggregates that are not true are considered material if they could reasonably be expected to affect the economic decisions made by users of the individual financial statements.

We conducted our audit in accordance with generally accepted auditing standards, exercising our professional judgment and maintaining our professional skepticism. We also perform the following tasks.

Identify and assess the risks of material misstatement of the individual financial statements arising from fraud or error; design and implement appropriate responses to the risks assessed; and obtain sufficient and appropriate evidence to provide a basis for an audit opinion. Because fraud may involve conspiracy, forgery, intentional omission, misrepresentation or a breach of internal control, the risk of not detecting material misstatement due to fraud is higher than that due to error.
We obtained an understanding of the internal control relevant to our 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 Tex Year Industries Inc. internal control.
Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures made by management.
Based on the evidence obtained, we have made a conclusion on the appropriateness of management's adoption of the going concern basis of accounting and whether there is any material uncertainty about the events or circumstances that may cast significant doubt on the ability of Tex Year Industries Inc. to continue as a going concern. If we believe that there is a material uncertainty about such events or conditions, we should draw the attention of users of the individual financial statements to the relevant disclosures in the audit report or revise our audit opinion if such disclosures are inappropriate. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or circumstances may cause Tex Year Industries Inc. and its subsidiaries to cease to have the ability to continue as a going concern.

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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the related notes, and whether the individual financial statements present fairly the related transactions and events.
We obtained sufficient and appropriate audit evidence on the financial information of the constituent entities of the Group to express an opinion on the individual financial statements. We are responsible for the direction, supervision and execution of the Company’s audits, and for forming an opinion on the Company's audits.

From the matters communicated with the governance unit, we decided on the key audit matters for the audit of the annual individual financial statements of Tex Year Industries Inc. for 2022. We identified those matters in our auditor's report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, where we decided not to communicate those matters in our auditor's report because the negative effect of such communication could reasonably be expected to outweigh the public interest that would be served.

The engagement partners on the reviews resulting in this independent auditor’s review report are Pi-Yu Chuang and Ming-Yen Chien.

Deloitte & Touche Taipei, Taiwan Republic of China

March 29, 2023

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Notice to Readers

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Tex Year Industries Inc.

Individual Balance Sheet

December 31, 2022 and 2021

In thousand of New Taiwan Dollars.

Code 1100 1110 1150 1170 1180 1200 1210 130X 1470 11XX 1510 1535 1550 1600 1755 1780 1840 1990 15XX 1XXX Code 2100 2170 2180 2200 2220 2230 2250 2280 2320 2399 21XX 2530 2540 2570 2580 2640 2670 25XX 2XXX 3110 3130 3100 3200 3310 3320 3350 3300 3410 3420 3400 3XXX	Asset Current asset Cash (notes 4 and 6) Current financial assets at fair value through profit or loss (notes 4, 7 and 18) Notes receivable, net (notes 4 and 10) Accounts receivable, net (notes 4, 5 and 10) Accounts receivable due from related parties, net (notes 4, 5, 10 and 31) Other receivables (notes 4 and 10) Other receivables due from related parties (notes 4, 10 and 31) Current inventories (notes 4, 5 and 11) Other current assets (note 16) Total current assets Non-current assets Non-current financial assets at fair value through profit or loss (notes 4 and 7) Non-current financial assets at amortized cost (notes 4 and 9) Investment under the equity method (note 4 and 12) Property, plant and equipment (notes 4, 13 and 32) Right-of-use assets (notes 4 and 14) Other intangible assets, net (notes 4 and 15) Deferred tax assets (notes 4 and 26) Other non-current assets, others (note 10 and 16) Total non-current assets Total assets Liabilities and equity Current liabilities Current borrowings (note 17) Accounts payable (note 19) Accounts payable to related parties (notes 19 and 31) Other payables (note 20) Other payables to related parties (note 31) Current tax liabilities (notes 4 and 26) Current provisions (notes 4 and 21) Current lease liabilities (notes 4 and 14) Current portion of long-term borrowings and corporate bonds payable (notes 17, 18 and 32) Other current liabilities, others (note 20) Total current liabilities Non-current liabilities Corporate bonds payable (notes 4 and 18) Long-term borrowings (notes 17 and 32) Deferred tax liabilities (notes 4 and 26) Non-current lease liabilities (notes 4 and 14) Net defined benefit liability, non-current (notes 4 and 22) Other non-current liabilities, others (note 20) Total non-current liabilities Total liabilities Equity (notes 4, 8, 18, 22, 23 and 26) Share capital Common stock Certificates of rights to exchange bonds for shares Total Share Capital Capital from retained earnings Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity interest Foreign operating institute Translation of financial statements Exchange differences Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Total other equity interest Total equity Total liabilities and equity		December 31,2022 Amount % $ 302,207 11 50 - 13,846 1 158,642 6 154,496 6 2,873 - 42,625 2 173,579 6 11,219 - 859,537 32 13,727 1 - - 1,237,440 45 536,703 20 4,595 - 7,187 - 32,654 1 28,347 1 1,860,653 68 $ 2,720,190 100 $ 596,412 22 144,662 5 9,142 - 76,553 3 - - 19,498 1 181 - 2,021 - 87,827 3 22,594 1 958,890 35 148,085 5 203,994 8 72,912 3 2,437 - 25,153 1 137 - 452,718 17 1,411,608 52 1,033,548 38 4,015 - 1,037,563 38 80,531 3 135,480 5 118,648 5 34,254 1 288,382 11 85,308 ) ( 3 ) 12,586) ( 1) 97,894) ( 4) 1,308,582 48 $ 2,720,190 100		December 31,2021	December 31,2021
			Amount $ 302,207 50 13,846 158,642 154,496 2,873 42,625 173,579 11,219 859,537 13,727 - 1,237,440 536,703 4,595 7,187 32,654 28,347 1,860,653 $ 2,720,190 $ 596,412 144,662 9,142 76,553 - 19,498 181 2,021 87,827 22,594 958,890 148,085 203,994 72,912 2,437 25,153 137 452,718 1,411,608 1,033,548 4,015 1,037,563 80,531 135,480 118,648 34,254 288,382 85,308 ) 12,586) 97,894) 1,308,582 $ 2,720,190		Amount $ 220,851 180 19,959 214,280 82,382 11,271 55,935 192,170 25,172 822,200 7,237 7,797 1,196,057 488,387 4,275 8,247 38,161 47,103 1,797,264 $ 2,619,464 $ 474,664 185,362 21,293 88,485 67 5,016 1,058 1,568 93,796 17,601 888,910 193,050 223,773 72,311 2,412 37,886 161 529,593 1,418,503 979,327 150 979,477 58,677 132,500 110,779 38,176 281,455 106,062 ) 12,586) 118,648) 1,200,961 $ 2,619,464	%
		( ( (		( ( (		9 - 1 8 3 - 2 7 1 31 - - 46 19 - - 2 2 69 100 18 7 1 3 - - - - 4 1 34 7 9 3 - 1 - 20 54 37 - 37 2 5 4 2 11 ( 4 ) - ( 4) 46 100

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Tex Year Industries Inc.

Individual Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

In thousand of New Taiwan Dollars, Except earnings per share.

Code Operating revenue (notes 4, 24 and 31) 4110 Total operating income 4170 Less: sales return 4190 Less: sales discount 4000 Net operating income Operating costs (notes 4, 5, 11, 21, 22, 25 and 31) 5110 Total cost of sales 5900 Gross profit from operations 5910 Unrealized gains from subsidiaries and joint ventures (note 4) 5950 Gross profit from operations Operating expenses (notes 4, 5, 10, 15, 22, 25 and 31) 6100 Marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Impairment loss (impairment gain and reversal of impairment loss) 6000 Total operating expenses 6900 Net operating income/loss		2022		% 100 - - 100 83 17 - 17 9 5 3 - 17 -		2021
		Amount $ 1,621,808 5,955 ) - 1,615,853 1,347,626 268,227 688) 267,539 139,733 75,939 47,908 4,596 268,176 637)				Amount $ 1,567,115 1,658 ) 724) 1,564,733 1,294,484 270,249 5,949) 264,300 140,554 69,451 54,880 1,586) 263,299 1,001		%
	( ( (				( ( ( (			100 - - 100 83 17 - 17 9 4 4 - 17 -

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Code Non-operating income and expenses 7060 Share of profit of associates and joint ventures accounted for using equity method, net (notes 4 and 12) 7100 Interest income (notes 4 and 25) 7010 Other income (notes 4, 25, 28 and 31) 7020 Other gains and losses (notes 4, 13 and 25) 7510 Finance costs (notes 4, 17, 18 and 25) 7590 Miscellaneous disbursements 7630 Net foreign exchange gains (losses) (notes 4 and 34) 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense (notes 4 and 26) 8200 Net profit of the current period Other comprehensive income (notes 4, 8, 12, 22 and 26) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 (Continue)		2022		% - - 1 - 1 ) - 2 2 2 1 1 1 - 1		2021
		Amount $ 1,126 ) 3,138 13,568 1,549 13,769 ) 3,148 ) 33,572 33,784 33,147 12,909 20,238 9,145 1,829) 7,316				Amount $ 32,199 1,416 18,446 1,964 10,727 ) 3,507 ) 5,949) 33,842 34,843 5,966 28,877 1,153 230) 923		%
	( ( ( (		(		( ( ( (		(	2 - 1 - 1 ) - - 2 2 - 2 - - -

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Code Components of other comprehensive income that will not be reclassified to profit or loss 8361 Foreign operating institute Translation of financial statements Exchange differences 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss 8360 8300 Total other comprehensive income 8500 Total comprehensive income Earnings per Share (note 27) 9710 Basic 9810 Dilute		2022		% 2 - 1) 1 2 3		2021
		Amount $ 28,790 209 ) 7,827) 20,754 28,070 $ 48,308 $ 0.20 $ 0.19				Amount $ 8,944 ) 892 ) 1,967 7,869) 6,946) $ 21,931 $ 0.30 $ 0.28		%
	( (		(		( ( ( (		( ( (	1 ) - - 1) 1) 1

The accompanying notes are an integral part of the individual financial statements. (please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Tex Year Industries Inc.

Individual Statement of Changes in Equity

January 1 to December 31, 2022 and 2021

Share capital Common stock (notes 4 and 23) Certificates of rights to exchange bonds for shares (notes 4 and 18) $ 893,857 $ 12,143 - - - - 45,321 - 28,006 150 12,143 ( 12,143 ) - - - - - - 979,327 150 - - - - - - 54,071 4,015 150 ( 150 ) - - - - - - $ 1,033,548 $ 4,015	Share capital Common stock (notes 4 and 23) Certificates of rights to exchange bonds for shares (notes 4 and 18) $ 893,857 $ 12,143 - - - - 45,321 - 28,006 150 12,143 ( 12,143 ) - - - - - - 979,327 150 - - - - - - 54,071 4,015 150 ( 150 ) - - - - - - $ 1,033,548 $ 4,015	Retained earnings(notes 4,8,22,23 and 26) Legal reserve Special reserve Undistributed earnings $ 125,834 $ 95,226 $ 75,916 6,666 - ( 6,666 ) - 15,553 ( 15,553 ) - - ( 45,321 ) - - - - - - - - 28,877 - - 923 - - 29,800 132,500 110,779 38,176 2,980 - ( 2,980 ) - 7,869 ( 7,869 ) - - ( 20,627 ) - - - - - - - - 20,238 - - 7,316 - - 27,554 $ 135,480 $ 118,648 $ 34,254	Retained earnings(notes 4,8,22,23 and 26) Legal reserve Special reserve Undistributed earnings $ 125,834 $ 95,226 $ 75,916 6,666 - ( 6,666 ) - 15,553 ( 15,553 ) - - ( 45,321 ) - - - - - - - - 28,877 - - 923 - - 29,800 132,500 110,779 38,176 2,980 - ( 2,980 ) - 7,869 ( 7,869 ) - - ( 20,627 ) - - - - - - - - 20,238 - - 7,316 - - 27,554 $ 135,480 $ 118,648 $ 34,254	Retained earnings(notes 4,8,22,23 and 26) Legal reserve Special reserve Undistributed earnings $ 125,834 $ 95,226 $ 75,916 6,666 - ( 6,666 ) - 15,553 ( 15,553 ) - - ( 45,321 ) - - - - - - - - 28,877 - - 923 - - 29,800 132,500 110,779 38,176 2,980 - ( 2,980 ) - 7,869 ( 7,869 ) - - ( 20,627 ) - - - - - - - - 20,238 - - 7,316 - - 27,554 $ 135,480 $ 118,648 $ 34,254	In thousand of New Taiwan Dollars. Other equityitems(notes 4,8 and 26) Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Foreign operating institute Translation of financial statements Exchange differences Total equity ( $ 98,193 ) ( $ 12,586 ) $ 1,140,767 - - - - - - - - - - - 38,263 - - - - - 28,877 ( 7,869) - ( 6,946) ( 7,869) - 21,931 ( 106,062 ) ( 12,586 ) 1,200,961 - - - - - - - - ( 20,627 ) - - 79,940 - - - - - 20,238 20,754 - 28,070 20,754 - 48,308 ($ 85,308) ($ 12,586) $ 1,308,582	In thousand of New Taiwan Dollars. Other equityitems(notes 4,8 and 26) Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Foreign operating institute Translation of financial statements Exchange differences Total equity ( $ 98,193 ) ( $ 12,586 ) $ 1,140,767 - - - - - - - - - - - 38,263 - - - - - 28,877 ( 7,869) - ( 6,946) ( 7,869) - 21,931 ( 106,062 ) ( 12,586 ) 1,200,961 - - - - - - - - ( 20,627 ) - - 79,940 - - - - - 20,238 20,754 - 28,070 20,754 - 48,308 ($ 85,308) ($ 12,586) $ 1,308,582	In thousand of New Taiwan Dollars. Other equityitems(notes 4,8 and 26) Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Foreign operating institute Translation of financial statements Exchange differences Total equity ( $ 98,193 ) ( $ 12,586 ) $ 1,140,767 - - - - - - - - - - - 38,263 - - - - - 28,877 ( 7,869) - ( 6,946) ( 7,869) - 21,931 ( 106,062 ) ( 12,586 ) 1,200,961 - - - - - - - - ( 20,627 ) - - 79,940 - - - - - 20,238 20,754 - 28,070 20,754 - 48,308 ($ 85,308) ($ 12,586) $ 1,308,582	In thousand of New Taiwan Dollars. Other equityitems(notes 4,8 and 26) Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income Foreign operating institute Translation of financial statements Exchange differences Total equity ( $ 98,193 ) ( $ 12,586 ) $ 1,140,767 - - - - - - - - - - - 38,263 - - - - - 28,877 ( 7,869) - ( 6,946) ( 7,869) - 21,931 ( 106,062 ) ( 12,586 ) 1,200,961 - - - - - - - - ( 20,627 ) - - 79,940 - - - - - 20,238 20,754 - 28,070 20,754 - 48,308 ($ 85,308) ($ 12,586) $ 1,308,582
					Foreign operating institute Translation of financial statements Exchange differences ( $ 98,193 ) - - - - - - ( 7,869) ( 7,869) ( 106,062 ) - - - - - - 20,754 20,754 ($ 85,308)
Common stock (notes 4 and 23) $ 893,857 - - 45,321 28,006 12,143 - - - 979,327 - - - 54,071 150 - - - $ 1,033,548
		Legal reserve $ 125,834 6,666 - - - - - - - 132,500 2,980 - - - - - - - $ 135,480	Special reserve $ 95,226 - 15,553 - - - - - - 110,779 - 7,869 - - - - - - $ 118,648
	( (			( ( ( ( ( (	( ( ( ( (	( ( (	( (	$ 1,140,767 - - - 38,263 - 28,877 6,946) 21,931 1,200,961 - - 20,627 ) 79,940 - 20,238 28,070 48,308 $ 1,308,582

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Tex Year Industries Inc.

Individual Cash Flow Statement

January 1 to December 31, 2022 and 2021

Code Cash flow from business activities A00010 Net profit before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expenses A20200 Amortization expenses A20300 Impairment loss (impairment gain and reversal of impairment loss) A20400 Net loss (profit) on financial assets at fair value through profit or loss A20900 Finance costs A23700 Impairment loss of property, plant and equipment A21200 Interest income A22300 Share of loss (profit) of associates and joint ventures accounted for using equity method A22500 Proceeds from disposal of property, plant and equipment A22900 Proceeds from disposal of lease agreement benefits A23800 Inventory valuation and sluggish inventory losses (gains) A23900 Realized gains from subsidiaries and joint ventures A24100 Unrealized foreign exchange loss (gain) A29900 Other adjustments to reconcile profit (loss) A30000 Changes in operating assets and liabilities A31115 Financial assets at fair value through profit or loss, mandatorily measured at fair value A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable - related parties A31180 Other receivable A31190 Other receivables - related party A31200 Inventories A31240 Other current assets A32150 Accounts payable A32160 Accounts payable - related parties A32180 Other payable A32190 Other payable to related parties	In thousand of New Taiwan Dollars. 2022 2021 $ 33,147 $ 34,843 38,335 35,038 3,400 2,404 4,596 ( 1,586 ) 1,640 ( 1,934 ) 13,769 10,727 116 - ( 3,138 ) ( 1,416 ) 1,126 ( 32,199 ) ( 3,305 ) ( 30 ) ( 20 ) - 10,271 ( 1,201 ) 688 5,949 ( 3,298 ) 1,748 ( 877 ) 12 - 77 6,113 ( 1,557 ) 50,818 ( 60,682 ) ( 69,279 ) 13,029 8,511 8,281 13,397 ( 30,879 ) 8,320 ( 45,115 ) 13,953 ( 6,317 ) ( 40,503 ) 43,168 ( 11,872 ) 4,140 ( 8,940 ) ( 10,135 ) ( 67 ) 67	In thousand of New Taiwan Dollars. 2022 2021 $ 33,147 $ 34,843 38,335 35,038 3,400 2,404 4,596 ( 1,586 ) 1,640 ( 1,934 ) 13,769 10,727 116 - ( 3,138 ) ( 1,416 ) 1,126 ( 32,199 ) ( 3,305 ) ( 30 ) ( 20 ) - 10,271 ( 1,201 ) 688 5,949 ( 3,298 ) 1,748 ( 877 ) 12 - 77 6,113 ( 1,557 ) 50,818 ( 60,682 ) ( 69,279 ) 13,029 8,511 8,281 13,397 ( 30,879 ) 8,320 ( 45,115 ) 13,953 ( 6,317 ) ( 40,503 ) 43,168 ( 11,872 ) 4,140 ( 8,940 ) ( 10,135 ) ( 67 ) 67
		$ 34,843 35,038 2,404 ( 1,586 ) ( 1,934 ) 10,727 - ( 1,416 ) ( 32,199 ) ( 30 ) - ( 1,201 ) 5,949 1,748 12 77 ( 1,557 ) ( 60,682 ) 13,029 8,281 ( 30,879 ) ( 45,115 ) ( 6,317 ) 43,168 4,140 ( 10,135 ) 67

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Code A32230 Other current liabilities A32240 Net defined benefit liability – non-current A33000 Cash inflow (outflow) generated from operations A33100 Interest received A33300 Interest paid A33500 Income taxes refund (paid) AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00040 Acquisition of financial assets at amortised cost B00050 Proceeds from disposal of financial assets at amortised cost B00100 Acquisition of financial assets at fair value through profit or loss B01900 Acquisition of investments accounted for using equity method B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Increase (decrease) in refundable deposits B04500 Acquisition of intangible assets B07100 Increase in prepayments for business facilities B07600 Dividends received BBBB Net cash flows from (used in) investing activities Cash flows from (used in) financing activities C00100 Increase in short-term loans C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C04020 Payments of lease liabilities C04400 Decrease in other non-current liabilities C04500 Cash dividends paid CCCC Cash flows from (used in) financing activities EEEE Net increase in cash E00100 Beginning cash balance E00200 Ending cash balance		2022 $ 4,993 3,588) 68,306 3,149 11,646 ) 1,975) 57,834 - 7,797 8,000 ) 21,757 ) 45,168 ) 4,281 1,240 ) 2,148 ) 23,335 ) 7,141 82,429) 121,748 68,000 60,759 ) 2,387 ) 24 ) 20,627) 105,951 81,356 220,851 $ 302,207		2021
	( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 4,629 3,452) 32,391 ) 1,416 8,176 ) 10,722) 49,873) 7,721 ) - 5,000 ) - 15,440 ) 30 174 2,810 ) 45,823 ) 76,542 48) 181,664 40,000 110,873 ) 2,193 ) 25 ) - 108,573 58,652 162,199 $ 220,851

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 29, 2023)

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Attachements 5. :

The Comparison Table of Amended Rules of Procedure for Board Meetings

After Amendment	Before Amendment	Reason
Article 11: Discussion of Board Meetings 1. A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. 2. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting. 3. If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case Article 9 shall apply mutatis mutandis. 4. The following items shall be discussed in the board directors meeting: (1) The Company’s business plan. (2) Annual and second quarter financial reports audited and attested by a certified public accountant (CPA). (3) Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and an assessment of the effectiveness of the internal control system.	Article 11: Discussion of Board Meetings 1. A board of directors meeting shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting. 2. The meeting chair may not declare the meeting closed without the approval of a majority of directors present at the meeting. 3. If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directors present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case Article 9 shall apply mutatis mutandis. 4. The following items shall be discussed in the board directors meeting: (1) The Company’s business plan. (2) Annual and second quarter financial reports audited and attested by a certified public accountant (CPA). (3) Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and an assessment of the effectiveness of the internal control system.	1. In accordance with Article 208, Paragraphs 1 and 2 of the Company Law, the election of the chairman shall be made by the board of directors or the executive director. the functions and powers of the meeting, and the chairman’s Dismissal procedures, although the company law does not Express, but refer to Ministry of Economic Affairs 9 Doing business on August 2, 14 09402105990 Letter Explanation, the method of dismissal of the chairman of the board of directors is not expressly stipulated in the company law. 2. With reference to the provisions of the company law above and the

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	After Amendment	Before Amendment	Reason
	(4) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. (5) The offering, issuance, or private placement of any equity-type securities. (6) If the board of directors does not have a managing director, the chairman shall be elected or dismissed. (7) The appointment or discharge of a financial, accounting, or internal audit officer. (8) Adonation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. (9) Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. The term "related party" in subparagraph 7 of the preceding paragraph means a relatedpartyas	(4) Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others. (5) The offering, issuance, or private placement of any equity-type securities. (6) The appointment or discharge of a financial, accounting, or internal audit officer. (7) A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. (8) Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board of directors meeting, or any such significant matter as may be prescribed by the competent authority. The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major	explanation from the Ministry of Economic Affairs, it is based on the dismissal and election of the chairman It belongs to the important matters of the company, Add a new paragraph 6, specifying that if the board of directors does not have an executive director, the election or dismissal of the chairman should be discussed by the board of directors, and the current paragraphs 6 to 8 are moved to the list It is the seventh to ninth paragraphs. In addition, if the company has urgent matters that should be brought to the board of directors for discussion, it can be called at any time in accordance with the second paragraph, and it should not affect

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After Amendment	Before Amendment	Reason
defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation. At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intendingto	donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year. The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation. At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall,unless there is some	the normal operation of the company's business or operations. ring. call to emergency board The meeting shall be held at a place and time convenient for directors to attend in accordance with Article 4, and in accordance with Article 5, the content of the board meeting, meeting materials, and the convening notice shall be delivered to the members of the board of directors.

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	After Amendment	Before Amendment	Reason
	express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.	legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.
	Article 16-1: Rules of procedure for the executive board of directors If the company has an executive director, the provisions of Article 2, Paragraph 2 of Article 3, Article 4 to Article 10, and Article 12 to the preceding Article shall apply mutatis mutandis to the proceedings of the executive board of directors; Clause 2 of the article. However, if the executive board of directors convenes regularly within seven days, the executive directors may be notified two days in advance.	-	If the board of directors has an executive director, the practicable regulations for the election or dismissal of the chairman of the board of directors are added. The reasons are the same as Article 7. Description one and two.

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Attachements 6.

The Comparison Table of Amended Rules of Procedure for Shareholders Meetings

	After Amendment	Before Amendment	Reason
	Article 3: Unless otherwise provided by laws or regulations, the company's shareholders' meeting shall be convened by the board of directors. The company shall hold a videoconference of the shareholders'meeting, unless otherwise stipulated in the stock affairs handling guidelines of companies offering shares to the public, which shall be specified in the articles of association and shall be resolved by the board of directors. A resolution approved by more than half of the directors shall be implemented. omitted as below	Article 3: Unless otherwise provided by laws or regulations, the company's shareholders' meeting shall be convened by the board of directors.	The following is omitted. In accordance with the regulations of the Stock Exchange on March 17, 2023, No. 1120004167, some provisions of the company's "Rules of Procedure for Shareholders' Meetings" were revised. Since the company holds a video-conference shareholders meeting, shareholders can only participate in the shareholders meeting in the form of a video conference, and there are many restrictions on the rights and interests of shareholders. In order to protect the rights and interests of shareholders, the second item is added. Unless otherwise stipulated in the stock affairs handling guidelines of a company offering shares to the public, it shall be specified in the articles of association and resolved by the board of directors, and the

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After Amendment	Before Amendment	Reason
		company's convening of a video-conference shareholders' meeting shall require the attendance of more than two-thirds of the directors and the consent of more than half of the directors present (i.e. special resolution).
Article 6-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice) To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice: Omitted paragraph 1 & paragraph 2 paragraph 3: When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in	Article 6-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice) To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice: Omitted paragraph 1 & paragraph 2 paragraph 3: When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in	In accordance with the regulations of the Stock Exchange on March 17, 2012, Taizheng Zhizi No. 1120004167, some provisions of the company's "Rules of Procedure for Shareholders' Meetings" were revised. 1. Considering the convening of the video-conference shareholders meeting, shareholders can only participate in the shareholders meeting via video conference. In order to provide appropriate alternative measures for shareholders who have difficulty participating in the video conference, and to assist them to use connection

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	After Amendment	Before Amendment	Reason
	attending a virtual shareholders meeting online. Except for the circumstances stipulated in Item 6, Article 44- 9, of the Standards for the Handling of Share Affairs of Companies Offering Shares to the Public, at least shareholders shall be provided with connection equipment and necessary assistance, and the period during which shareholders may apply to the company and other relevant notices shall be specified. matter.	attending a virtual shareholders meeting online.	equipment to participate in the shareholders’ meeting, please refer to the third In the second paragraph of the newly added paragraph, it is stipulated that the company shall at least provide the connection equipment and venue for shareholders to participate in the meeting held by video conference, and assign relevant personnel on the spot to provide necessary assistance to shareholders, and shall specify the period when shareholders can apply to the company in the shareholder meeting notice. The period for the company to file an application and other relevant noticeable periods and other relevant matters to be noted. 2. In addition, if there is a public offering, if there is a public offering of shares, the stock affairs of the company issuing the shares. Due to natural disasters, accidents or other force majeure or other force majeure events, the

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After Amendment	Before Amendment	Reason
		Ministry of Economic Affairs announced the matter, and the Ministry of Economic Affairs announced the company within a certain period of time, not specified in the articles of association, not specified in the articles of association When the video conferencing method can be used to convene the shareholders' meeting in the special circumstances of the special convening of the shareholders' meeting, it is necessary to provide relevant and necessary supporting measures depending on the circumstances at that time. In the third paragraph, the deletion is added, and in the third paragraph, the deletion is added, and it is stipulated that if the situation stipulated in Article 44-9, Article 4-9, and 66th item occurs, there is no need for appropriate regulations. In such cases, the latter paragraph of the third paragraph does not need to be

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	After Amendment	Before Amendment	Reason
			applied and the latter paragraph of the third paragraph shall be used instead.
	Article 22 ( Handling of digital divide) When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except for the circumstances stipulated in Item 6, Article 44- 9, of the Standards for the Handling of Share Affairs of Companies Offering Shares to the Public, at least shareholders shall be provided with connection equipment and necessary assistance, and the period during which shareholders may apply to the company and other relevant notices shall be specified. matter.	Article 22 ( Handling of digital divide) When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.	In accordance with the regulations of the Stock Exchange on March 17, 2012, No. 1120004167, some provisions of the company's "Rules of Procedure for Shareholders' Meetings" were revised. The reason for the amendment is the same as Article 6-1.

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AI assistant

TEX YEAR — AGM Information 2023

52420_rns_2023-07-12_867ec252-05dc-4e54-8d78-c9ac66322fd4.pdf

TEX YEAR INDUSTRIES INC

2023 Annual General Shareholders’ Meeting

(Translation)

Shareholders present:

Attendance:

3. Report Items

(2). 2022 Audit Committee Review Report, please kindly review.

(4). Report of implementation status of domestic convertible bonds issued in 2019, please kindly review.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Agenda 1 ............................................................................................. proposed by the Board of Directors

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results: Shares represented at the time of voting: 59,650,569

Agenda 2 ............................................................................................. proposed by the Board of Directors

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results:

Shares represented at the time of voting: 59,650,569

5. Discussion Items

Agenda 1 ............................................................................................ proposed by the Board of Directors

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results: Shares represented at the time of voting: 59,650,569

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results:

Shares represented at the time of voting: 59,650,569

Attachments

Attachements 1.

Tex Year Industries Inc. Business Report

I. 2022 Operating Performance:

i. Implementation Outcome of Business Plans

ii. Budget Execution

iii. Financial Revenue and Expenditure and Analysis of Profitability

iv. Research and Development Status

b. Water-based adhesive:

(C) Filter materials:

II. Summary of 2023 operation plan

III. Future Company Development Strategy

TEX YEAR INDUSTRIES INC.

Attachements 3. :

Consolidated Financial Statements and Independent Auditor’s Report

INDEPENDENT AUDITOR’S REVIEW REPORT

Audit Opinion

Basis of Audit Opinion

Key Audit Matters

Authenticity of sales revenue

Other Matters

Responsibility of Management and Governance Unit to Consolidated Financial Statements

Responsibility of Accountants Auditing Consolidated Financial Statements

Notice to Readers

Tex Year Industries Inc. and Subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Tex Year Industries Inc. and Subsidiaries

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

(Continue)

Tex Year Industries Inc. and Subsidiaries

Tex Year Industries Inc. and Subsidiaries

Consolidated Cash Flow Statement

January 1 to December 31, 2022 and 2021

(Continue)

Attachements 4. : Individual Financial Statements and Independent Auditor’s Repor t

INDEPENDENT AUDITOR’S REVIEW REPORT

Audit Opinion

Basis of Audit Opinion

Key Audit Matters

Authenticity of sales revenue

Other Matters

Responsibility of Management and Governance Unit to Individual Financial Statements

Responsibility of Accountants Auditing Individual Financial Statements

Notice to Readers

Tex Year Industries Inc.

Individual Balance Sheet

Tex Year Industries Inc.

Individual Statement of Comprehensive Income

January 1 to December 31, 2022 and 2021

(Continue)

(Continue)

Tex Year Industries Inc.

TEX YEAR AGM Information 2023