Stock code: 9902

Tidehold Development Co., Ltd.

2026 Annual Shareholders' Meeting Meeting Handbook

(Translation)

(This English version is only a translation of the Chinese version. If there is any inconsistency or discrepancy between the Chinese and English versions, the Chinese version shall prevail for all intents and purposes.)

Time : 9:00 a.m., Tuesday, June 23, 2026

Place : NTUH International Convention Center

(Room 202 at 2F, No.2, Xuzhou Rd., Taipei City.)

Type of Meeting: Physical Meeting

Table of Contents

Meeting Procedure ... 1
Agenda of Annual Meeting of Shareholders ... 2
(1). Report Items ... 3
(2). Proposed Resolutions ... 4
(3). Election Matters ... 6
(4). Other Matters ... 7
(5). Extemporary Motions ... 7
Attachments
(1). Business Report for the Fiscal Year of 2025 ... 8
(2). Audit Committee's Review Report for the Fiscal Year of 2025 ... 10
(3). Comparison Table for the "Sustainable Development Best Practice Principles" Before and After Amendment ... 11
(4). Accountants' Audit Financial Statements and Parent Company's Financial Statements for the Fiscal Year of 2025 ... 13
(5). Accountants' Audit Report and Consolidated Financial Statements for the Fiscal Year of 2025 ... 22
(6). List of Director Candidates for the 29th Term ... 31
(7). Details of Releasing the 29th Term Directors from Non-competition Restrictions ... 34
Appendix
(1). The Rules Governing the Conduct of Shareholders Meetings ... 35
(2). Articles of Incorporation ... 49
(3). Rules for Election of Directors ... 56
(4). Shareholding Status of Directors ... 58
(5). Explanation on Procedures for Handling Shareholder Proposals ... 59

Tidehold Development Co., Ltd

Procedure for the 2026 Annual Meeting of Shareholders

Announcement of Meeting Commencement
Opening Remarks by the Chairman
Report Items
Proposed Resolutions
Election Matters
Other Matters
Extemporary Motions
Meeting Adjourned

Tidehold Development Co., Ltd.
2026 Annual Shareholders’ Meeting Agenda

Type of Meeting : Physical Meeting
Time : 9:00 a.m., Tuesday, June 23,2026
Place : NTUH International Convention Center
(Room 202 at 2F, No.2, XuZhou Rd., Taipei City, Taiwan)

Agenda:

Announcement of Meeting Commencement
Opening Remarks by the Chairman
Report Items
(1). Business Report for the Fiscal Year of 2025.
(2). Audit Committee's Review Report for the Fiscal Year of 2025.
(3). Amendments on the Company's "Sustainable Development Best Practice Principles".
Proposed Resolutions
(1). Proposal for Operating Report and Financial Statements for the Fiscal Year of 2025.
(2). Proposal for Deficit Compensation Plan for the Fiscal Year of 2025.
Election Matters
(1). Election of the Company's 29th Term of the Board of Directors.
Other Matters
(1). To Release the 29th Term Directors from Non-competition Restrictions.
Extemporary Motions
Meeting Adjourned

Report Items

Report item (1)

Business Report for the Fiscal Year of 2025.

Explanatory Notes: Please refer to pages 8-9 of Attachment 1, the Business Report for the fiscal year of 2025.

Report item (2)

Audit Committee's Review Report for the Fiscal Year of 2025.

Explanatory Notes: Please refer to page 10 of Attachment 2 for inspection report of audit committee for 2025.

Report item (3)

Amendments on the Company's "Sustainable Development Best Practice Principles".

Explanatory Notes: In accordance with the regulations of the competent authority, certain articles of the Company's Sustainable Development Best Practice Principles have been amended, and the comparison table of the revised articles can be found in Attachment 3 on pages 11-12 of this handbook.

Proposed Resolutions

Proposal (1)

Operation Report and Financial Statements for the Fiscal Year of 2025.
(Proposed by the board of directors)

Explanatory Notes:

The parent company's only financial statements and consolidated financial statements for the fiscal year 2025 of the company have been duly approved by the board of directors and have been audited and certified by accountants (CPAs) from PKF Taiwan, namely Mr. Lin, Kuan-Zhao and Ms. Chang, Huei-Yu.
The annual business report has been submitted along with the financial statements to the Audit Committee which has completed its review.
We hereby respectfully enclose the fiscal year of 2025 annual business report, auditor's report and financial statements. Please refer to Attachment 1 on pages 8-9 and Attachment 4 and 5 on pages 13-30 of this Handbook.
Requesting respectfully for your approval.

Resolution :

Proposed Resolutions

Proposal (2)

Deficit Compensation Plan for the Fiscal Year of 2025.
(Proposed by the board of directors)

Explanatory Notes:

The Company's 2025 audited operating net loss after tax is NT$46,012,366. In accordance with Article 228 of the Company Act, the 2025 Deficit Compensation Plan Table has been prepared.
Considering the capital requirements for future operation plans and long-term shareholder interests, it is proposed that no dividends be distributed this year.
Requesting respectfully for your approval.

Tidehold Development Co., Ltd.

2025 Deficit Compensation Table

Unit : NT$

Item	Amount
Undistributed retained earnings at the beginning of the period	85,684,875
Subtract : 2025 Net loss after tax	(46,012,366)
Undistributed retained earnings at the end of the period	39,672,509
Note: No employee or directors' remuneration was allocated for the fiscal year of 2025.

Resolution :

Election Matters

Proposal (1)

Election of the Company's 29th Term of the Board of Directors.
(Proposed by the board of directors)

Explanatory Notes:

The term of the Company's 28th of Board of Directors will expire on June 18, 2026. In accordance with Article 195 of the Company Act and to coordinate with the 2026 Annual General Shareholders' Meeting for the re-election of the 29th Term of Directors, all current (28th term) directors are scheduled to be discharged from their positions after the new directors are elected at the Annual General Shareholders' Meeting on June 23, 2026.
Pursuant to Articles 16 and 17 of the Company's Articles of Incorporation, the Board shall consist of 7 to 9 directors (including independent directors). The term of office is three years, and directors are eligible for re-election.
It is proposed that 7 directors (including 3 independent directors) be elected. The newly elected directors will assume office on the day of the 2026 Annual General Shareholders' Meeting (June 23, 2026), with a term of office from June 23, 2026, to June 22, 2029.
For the list of candidates for the 29th Term of Directors, please refer to Attachment 6 on page 31.
This proposal was approved by the 18th meeting of the 28th Board of Directors.
Submitted for election.

Election Results :

Other Matters

Proposal (1)

To Release the 29th Term Directors from Non-competition Restrictions.
(Proposed by the Board of Directors)

Explanatory Notes:

Pursuant to Article 209 of the Company Act, a director who engages in conduct for themselves or on behalf of another that falls within the scope of the Company's business shall explain the essential contents of such conduct to the shareholders' meeting and obtain its permission.
Given that the newly elected 29th Term of Directors (if a corporate shareholder is elected, including the corporate shareholder and its designated representatives) may engage in investing in or operating other companies with business scopes identical or similar to those of the Company, and serve as directors or managers therein, it is hereby proposed to the shareholders' meeting in accordance with the law to approve the release of such directors (and their representatives) from non-competition restrictions.
This proposal was approved by the 18th meeting of the 28th Board of Directors. For details regarding the proposed release of directors from non-competition restrictions, please refer to Attachment 7 on page 34.
Submitted for deliberation.

Resolution:

Extemporary Motions

Meeting Adjourned

[Attachment 1]

Tidehold Development Co., Ltd.

Business Report for the Fiscal Year of 2025

In the fiscal year of 2025, the Company adhered to the principle of prudent operation in the construction business. There was no disposal of real estate for sale, and the primary source of revenue was derived from the optimization of the asset portfolio, with the recognition of rental income from investment properties totaling NT$27,823 thousand. The net operating income generated from the non-construction business was NT$350,691 thousand.

The consolidated operating income of the Company's construction and non-construction business was NT$378,514 thousand, representing a growth of approximately 56.47% compared to NT$241,915 thousand in 2024. Although the overall revenue scale increased compared to the previous year, the operating gross profit for 2025 decreased relatively due to the inclusion of products with higher gross profit margins in the sales of 2024.

In addition, affected by fluctuations in the global economic and financial environment, the Company recognized a net loss of financial assets measured by fair value through profit or loss of NT$48,171 thousand this year (including unrealized valuation loss of NT$51,187 thousand). Consequently, the consolidated net loss after tax and the total comprehensive profit and loss for the period declined compared to 2024.

In summary, the Company's consolidated net loss after tax as well as total comprehensive profit and loss for the fiscal year of 2025 were both NT$(46,919 thousand). The consolidated operating results of the Company for the fiscal year of 2025 are reported as follows:

1. Operation Performance and Financial Results for the Fiscal Year of 2025

Unit: NT$ thousand

Item	2025	2024	Growth Rate
Operating revenue	378,514	241,915	56.47%
Operating costs	351,446	195,918	79.38%
Gross profit from operations	27,068	45,997	(41.15%)
Operating expenses	32,820	32,774	0.14%
Net other income (expenses)	-	14	(100.00%)
Net operating income (loss)	(5,752)	13,237	(143.45%)
Non-operating income and expenses	(38,446)	45,937	(183.69%)
Profit (loss) before tax	(44,198)	59,174	(174.69%)
Income tax expense	(2,721)	(2,009)	35.44%
Net profit (loss) for the period	(46,919)	57,165	(182.08%)
Other comprehensive income	-	-	-
Total comprehensive (loss) income for the period	(46,919)	57,165	(182.08%)

2. Budget Implementation Status

The Company did not publicly disclose any financial forecast for the fiscal year of 2025. However, the progress of various business activities and the actual operating results did not differ significantly from the internal planning of the Company.

3. Profitability Analysis

Item	2025	2024
Return on assets (%)	(3.48)	4.13
Return on equity (%)	(3.77)	4.51
Pre-tax net income to paid-up capital ratio (%)	(4.50)	6.03
Net profit margin (%)	(12.39)	23.63
Earnings per share (loss) (NT$)	(0.47)	0.58

4. Research and Development Status

Since our company is mainly engaged in trading business, the status of R&D of general manufacturing industries does not apply to us.

Thank you for your long-term support of our company. We wish you good health and all the best in everything you do!

Chairman : Jai chi Lee

President : WenChengChon

Chief Accountant : Lin, Hsiu - Keiang

[Attachment 2]

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and proposal for allocation of earnings. Lin, Kuan-Zhao and Chang, Huei-Yu of CPA firm PKF has audited Tidehold’s Financial Statements and has certified an audit report relating to the Financial Statements. The above report, statements, and proposal have been reviewed and determined to be correct and accurate by our Audit Committee members. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Tidehold Development Co., Ltd.

Chairman of the Audit Committee: Wu, Chia-Hsun

Wu Chia-Hsun

March 6, 2026

[Attachment 3]

Tidehold Development Co., Ltd.

Comparison Table for the "Sustainable Development Best Practice Principles" Before and After Amendment

Revised Articles	Current Articles	Explanation
Article 15
The Company shall consider the impact of its operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct business activities such as research and development, procurement, production, operations, and services based on the following principles to reduce the impact on the natural environment, organisms, and humans:
1. Reduce resource and energy consumption of products and services.
2–5. (Omitted)
6. Increase the efficiency of products and services.
7. Enhance the conservation of marine or terrestrial biodiversity and ecosystems, the sustainable use of resources, and fair and reasonable benefits.	Article 15
The Company shall consider the impact of its operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct business activities such as research and development, procurement, production, operations, and services based on the following principles to reduce the impact on the natural environment and humans:
1. Reduce resource and energy consumption of products and services.
2–5. (Omitted)
6. Increase the efficiency of products and services.	Considering the operational impact on biodiversity and ecosystems, textual amendments have been made, and the content of Subparagraph 7 has been added.
Article 21
The Company should create a favorable environment for the career development of its	Article 21
The Company should create a favorable environment for the career development of its	In alignment with industry-academic policies, the second paragraph is newly added, and the current

Revised Articles	Current Articles	Explanation
employees and establish effective training programs for career competency development.

The Company should establish industry-academic cooperation programs to cultivate "industry seeds" (future talent).

The Company shall formulate and implement reasonable employee welfare measures (including remuneration, leave, and other benefits) and appropriately reflect business performance or results in employee compensation to ensure the recruitment, retention, and motivation of human resources, thereby achieving the goals of sustainable operation. | employees and establish effective training programs for career competency development.

The Company shall formulate and implement reasonable employee welfare measures (including remuneration, leave, and other benefits) and appropriately reflect business performance or results in employee compensation to ensure the recruitment, retention, and motivation of human resources, thereby achieving the goals of sustainable operation. | second paragraph is shifted to the third paragraph. |

[Attachment 4]

THE INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Tidehold Development Co., Ltd.

Audit opinion

The parent company only balance sheets of Tidehold Development Co., Ltd. as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, together with the notes to the parent company only financial statements (including a summary of significant accounting policies), have been audited by the undersigned independent auditors.

Based on our audit and the reports of other auditors (please refer to the other items section), it is our opinion that the parent company only financial statements of Tidehold Development Co., Ltd. as of December 31, 2025 and 2024, and the related statements of comprehensive income, changes in equity, and cash flows for the years then ended have been prepared, in all material respects, in accordance with the Financial Reporting Standards for Issuers of Securities and are capable of presenting fairly the financial position, results of operations and cash flows of Tidehold Development Co., Ltd. for the years ended December 31, 2025 and 2024.

Basis for audit opinion

Our accounting firm conducted the audit work in accordance with the regulations on the audit of financial statements by certified public accountants and auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibility section of our audit report. The personnel of our accounting firm who are subject to independence regulations have complied with the Code of Ethics for Professional Accountants and maintained independence from Tidehold Development Co., Ltd. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion based on our audit results and the audit reports of other auditors.

Key audit matters

The key audit matters refer to the matters that, in the auditor's professional judgment, were of most significance in the audit of the parent company only financial statements of Tidehold Development Co., Ltd. for the year ended December 31, 2025. These matters were addressed in the context of the audit of the parent company only financial statements as a whole, and in forming the auditor's opinion thereon, and do not provide a separate opinion on each of these matters.

I hereby state the key audit matters related to the financial statements of Tidehold Development Co., Ltd. for the fiscal year 2025 as follows.

Recognition timing of operating revenue

The major operating revenues of Tidehold Development Co., Ltd. is divided into two categories: sales revenue and rental revenue. Among them, sales revenue is the main source of operating revenue, and the cut-off of sales revenue is an area of high concern in the audit according to the auditor.

The accounting policy for revenue recognition is described in Note IV (14) of the financial statements. The significant accounting judgments and estimates related to revenue recognition are described in Note V (1) of the financial statements.

The following is a summary of the main audit procedures performed by the auditor:

Understood and tested the design and effectiveness of the main internal controls over revenue

recognition.

Perform sampling tests on accounting records related to revenue recognition, including verifying supporting documents such as relevant contracts, shipping orders, and customer acceptance forms.
Perform testing on sales transactions within a selected period before and after the reporting period end date, verifying shipping orders, customer acceptance forms, and invoice issuance to assess whether sales transactions have been properly cut off.

Whether the fair value measurement of financial assets is correct or reasonable

Tidehold Development Co., Ltd. holds financial assets, including those measured at amortized cost and those measured at fair value through profit or loss. The fair value measurement of its unlisted stocks without active markets involves multiple assumptions, including the valuation methods used, the selection of comparable companies, the price-to-earnings ratio, and the liquidity discount, among others. These assumptions require subjective judgment and are highly uncertain, and the measurement results have a significant impact on the financial statements. Therefore, the auditor considers the fair value measurement of "unlisted stocks without active markets" to be an area with a higher audit risk.

The accounting policies for financial instruments are detailed in Note IV (12) of the parent company only financial statements, and significant accounting judgments related to financial instruments are described in Note V (4) of the parent company only financial statements.

The summary of the main audit procedures performed by the auditor is as follows:

Understand the management's operating model of various financial assets of the auditee.
Understand the basis for measuring each financial asset and ascertain the reasonableness of its fair value measurement.
Understand and ascertain whether the fair value of financial assets was evaluated as of the end of the reporting period and properly accounted for.

Other Matter – Reference to the Audit of Financial Statements by Other Auditors

Among the investments accounted for using the equity method in the financial statements of Tidehold Development Co., Ltd., Fusen Narrative Planning Co., Ltd. (hereinafter referred to as "Fusen Narrative Planning Company"), which was accounted for using the equity method for the years ended December 31, 2025 and 2024, was not audited by the Company's independent auditors but was audited by other auditors. The amounts and related financial disclosures of Fusen Narrative Planning Company included in the audit opinion on the financial statements for the years ended December 31, 2025 and 2024 are based on the audit reports of such other auditors. As of December 31, 2025 and 2024, the carrying amounts of investments accounted for using the equity method in Fusen Narrative Planning Company were NT$0 thousand and NT$3,007 thousand, respectively, representing 0% and 0.22% of total assets. For the years then ended December 31, 2025 and 2024, the Company's share of comprehensive loss recognized from the investee (including the share of profit or loss and other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method) amounted to a loss of NT$(3,007) thousand and NT$(4,228) thousand, respectively, representing 0.79% and 1.75% of net operating revenue.

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

The responsibility of management is to prepare the parent company only financial statements in accordance with the Financial Reporting Standards for Securities Issuers and to maintain necessary internal controls related to the preparation of the parent company only financial statements, in order to ensure that the parent company only financial statements are not materially misstated due to fraud or error.

When preparing parent company only financial statements, the management's responsibility also includes evaluating Tidehold Development Co., Ltd.'s ability to continue as a going concern, disclosure of relevant matters, and the use of going concern accounting basis, unless the management intends to liquidate or cease operations of the Company, or unless no other realistic alternative exists other than liquidation or cessation of operations.

The governing body of Tidehold Development Co., Ltd. (including the audit committee) is responsible for supervising the financial reporting process.

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

The purpose of the accountant's audit of the parent company only financial statements is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report. Reasonable assurance is a high level of assurance, but the audit work performed in accordance with auditing standards cannot guarantee that all material misstatements in the parent company only financial statements will be detected. Misstatements may arise from fraud or error. If parent company only amounts or aggregates of misstatements are expected to have a material effect on the economic decisions made by users of the parent company only financial statements, they are considered material.

When conducting an audit in accordance with auditing standards, the accountant uses professional judgment and professional skepticism. The accountant also performs the following tasks:

Identify and evaluate the risk of material misstatement due to fraud or error in the parent company only financial statements, design and implement appropriate responses to the assessed risks, and obtain sufficient and appropriate audit evidence as a basis for the audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal controls, the risk of material misstatement due to fraud that is not detected is higher than the risk of material misstatement due to error.
Obtain the necessary understanding of internal control relevant to the audit in order to design appropriate audit procedures under the circumstances, but the purpose is not to express an opinion on the effectiveness of Tidehold Development Co., Ltd.'s internal control.
Evaluate the appropriateness of the accounting policies adopted by management and the reasonableness of the accounting estimates and related disclosures made by management.
Based on the audit evidence obtained, the auditor forms an opinion on the appropriateness of the management's use of the going concern basis of accounting and whether events or conditions exist that may cast significant doubt on the entity's ability to continue as a going concern. If the auditor concludes that there is a significant uncertainty related to these events or conditions, the auditor is required to make appropriate disclosures in the audit report to draw attention to the relevant disclosures in the financial statements, or to modify the audit opinion if the disclosures are inadequate. The auditor's conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the entity to no longer have the ability to continue as a going concern.

Evaluate the overall presentation, structure, and content of the parent company only financial statements (including related notes), as well as whether the parent company only financial statements properly represent the related transactions and events.
We will obtain sufficient and appropriate audit evidence on the financial information of the components of Tidehold Development Co., Ltd. to express an opinion on the parent company only financial statements. The auditor is responsible for directing, supervising, and executing the audit, and is responsible for forming the audit opinion on Tidehold Development Co., Ltd.

The matters communicated by the auditor with the governance unit include the planned scope and timing of the audit, as well as significant audit findings (including significant deficiencies in internal control identified during the audit process).

The auditor also provided the governance unit with a statement that the personnel subject to independence regulations in the auditor's firm have followed the provisions on independence in the professional ethics code of accountants. The auditor also communicated with the governance unit on all relationships and other matters that may be considered to affect the auditor's independence (including relevant safeguard measures).

The auditor determines the key audit matters for the audit of the financial statements of Tidehold Development Co., Ltd. for the year ended 2025 based on the matters communicated with the governance unit. The auditor will disclose those matters in the audit report unless prohibited by law or, in rare circumstances, the auditor determines that communicating the matters in the audit report would be expected to do more harm than good in enhancing public interest.

The engagement partners on the audit resulting in this independent auditors' report are Lin, Kuan-Zhao and Chang, Huei-Yu.

PKF Taiwan
Republic of China
March 6, 2026

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

For the convenience of readers, the independent auditors' report and the accompanying parent company only 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 and difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.

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

Tidehold Development Co., Ltd.
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

ASSETS	Note	December 31, 2025		(Unit: NT$ thousand)December 31, 2024
		Amount	%	Amount	%
CURRENT ASSETS	IV
Cash and cash equivalents	VI (1)	$ 177,791	14	$ 134,070	10
Current financial assets at fair value through profit or loss	VI (2)	126,662	10	107,553	8
Current financial assets at amortized cost	VI (3)	37,264	3	26,212	2
Notes receivable	VI (4)	11,218	1	68,800	5
Accounts receivable, net	VI (4)	4,140	-	21,312	1
Other receivables	VI (5)	10,083	1	3,191	-
Current tax assets	VI (19)	-	-	128	-
Inventories	VI (6)	66,547	5	69,183	5
Buildings and land held for sale	VI (6)	1,679	-	1,679	-
Prepayments	VI (11)	9,723	1	64,934	5
Total current assets		445,107	35	497,062	36
NON-CURRENT ASSETS	IV
Non-current financial assets at fair value through profit or loss	VI (2)	9,814	1	9,926	1
Investments accounted for using equity method	VI (7)	167,019	13	225,556	16
Property, plant and equipment	VI (8)	109,063	8	109,385	8
Right-of-use assets	VI (9)	436	-	436	-
Investment property, net	VI (10)	506,445	39	510,340	36
Guarantee deposits paid	IX	49,033	4	39,629	3
Total non-current assets		841,810	65	895,272	64
Total assets		$ 1,286,917	100	$ 1,392,334	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES	IV
Short-term loans	VI (12)	$ 2,205	-	$ -	-
Current contract liabilities	VI (23)	40,665	3	40,318	3
Notes payable		-	-	432	-
Accounts payable		370	-	29,169	2
Other payables	VI (13)	2,164	-	8,016	1
Current tax liabilities	VI (19)	1,630	-	870	-
Current lease liabilities	VI (14)	436	-	436	-
Other current liabilities, others		4,751	1	3,249	-
Total current liabilities		52,221	4	82,490	6
NON-CURRENT LIABILITIES	IV
Deferred tax liabilities, land value increment tax	VI (15)	28,849	2	28,849	2
Deferred tax liabilities, income tax	VI (19)	-	-	303	-
Non-current lease liabilities	VI (14)	37	-	37	-
Guarantee deposits received	IX, XII	5,167	1	5,017	-
Total non-current liabilities		34,053	3	34,206	2
Total liabilities		86,274	7	116,696	8
EQUITY	IV, VI (20)
Ordinary shares		980,496	76	980,496	70
Capital surplus		49,549	4	49,118	4
Retained earnings
Legal reserve		130,942	10	125,256	9
Special reserve		-	-	2,140	-
Unappropriated retained earnings		39,656	3	118,628	9
Total retained earnings		170,598	13	246,024	18
Total equity		1,200,643	93	1,275,638	92
Significant contingent liabilities and unrecognized commitments	IX, XII
Total liabilities and equity		$ 1,286,917	100	$ 1,392,334	100

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

Tidehold Development Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Unit: NT$ thousand, , except EPS (NT$ per share)

Item	Note	2025		2024
		Amount	%	Amount	%
Operating revenue	IV, VI (23)	$ 378,514	100	$ 241,915	100
Operating costs	IV, VI (6)	351,446	93	195,918	81
Gross profit from operations		27,068	7	45,997	19
Operating expenses	IV
Selling expenses		1,212	-	1,613	-
Administrative expenses		23,388	6	30,955	13
Impairment loss (reversal of impairment loss) determined in accordance with IFRS 9	IV, VI (4)	7,900	2	(30)	-
Total operating expenses		32,500	8	32,538	13
Net other income (expenses)	IV
Profit from lease modification	VI(9)	-	-	14	-
Net operating income (loss)		(5,432)	(1)	13,473	6
Non-operating income and expenses	IV
Interest income	VI (24)	3,265	1	3,074	1
Other income	VI (25)	3,401	1	8,265	3
Other gains and losses	VI (26)	14,473	4	11,271	5
Finance costs	VI (27)	(171)	-	(100)	-
Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method	VI (7)	(59,519)	(16)	22,247	9
Total non-operating income and expenses		(38,551)	(10)	44,757	18
Profit (loss) before tax		(43,983)	(11)	58,230	24
Income tax expense	IV, VI (19)	(2,029)	(1)	(1,371)	-
Net profit (loss) for the period		(46,012)	(12)	56,859	24
Other comprehensive income	IV
Items that will not be reclassified subsequently to profit or loss		-	-	-	-
Items that may be reclassified subsequently to profit or loss		-	-	-	-
Total other comprehensive income, net of tax		-	-	-	-
Total comprehensive (loss) income for the period		$ (46,012)	(12)	$ 56,859	24
EARNINGS PER SHARE	IV, VI (21)
Basic		$ (0.47)		$ 0.58
Diluted		$ (0.47)		$ 0.58

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

Tidehold Development Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Unit: NT$ thousand)

Item	Ordinary Shares	Capital surplus	Retained Earnings			Treasury shares	Total equity
			Legal reserve	Special reserve	Unappropriated retained earnings
BALANCE, JANUARY 1, 2024	$ 980,496	$ 50,994	$ 122,121	$ 2,152	$ 94,307	$ (2,584)	$ 1,247,486
Appropriation and distribution of retained earnings:
Legal reserve appropriated	-	-	3,135	-	(3,135)	-	-
Reversal of special reserve	-	-	-	(12)	12	-	-
Cash dividends to shareholders	-	-	-	-	(29,415)	-	(29,415)
Net profit in 2024	-	-	-	-	56,859	-	56,859
Other comprehensive income in 2024, net of tax	-	-	-	-	-	-	-
Total comprehensive income in 2024	-	-	-	-	56,859	-	56,859
Adjustments of capital surplus for company's cash dividends received by subsidiaries	-	10	-	-	-	-	10
Disposal of company's share by subsidiaries recognized as treasury share transactions	-	(1,886)	-	-	-	2,584	698
BALANCE, DECEMBER 31, 2024	980,496	49,118	125,256	2,140	118,628	-	1,275,638
Appropriation and distribution of retained earnings:
Legal reserve appropriated	-	-	5,686	-	(5,686)	-	-
Reversal of special reserve	-	-	-	(2,140)	2,140	-	-
Cash dividends to shareholders	-	-	-	-	(29,414)	-	(29,414)
Net loss in 2025	-	-	-	-	(46,012)	-	(46,012)
Other comprehensive income in 2025, net of tax	-	-	-	-	-	-	-
Total comprehensive (loss) income in 2025	-	-	-	-	(46,012)	-	(46,012)
Changes in equity of investees accounted for using the equity method	-	285	-	-	-	-	285
Adjustment to capital surplus from the exercise of clawback rights	-	146	-	-	-	-	146
BALANCE, DECEMBER 31, 2025	$ 980,496	$ 49,549	$ 130,942	$ -	$ 39,656	$ -	$ 1,200,643

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

Tidehold Development Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

	(Unit: NT$ thousand)
	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before income tax	$ (43,983)	$ 58,230
Adjustments :
Adjustments to reconcile profit (loss)
Depreciation expense	4,653	4,936
Impairment loss (reversal of impairment loss) determined in accordance with IFRS 9	7,900	(30)
Interest income	(3,265)	(3,074)
Dividend income	(3,269)	(3,424)
Interest expense	171	100
Provision for inventory write-downs and obsolescence	6,709	2,265
Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method	59,519	(22,247)
Net loss (gain) on financial assets at fair value through profit or loss	(15,398)	(9,827)
Unrealized profit (loss) on fluctuation of foreign currency exchange rate	481	(976)
Profit from lease modification	-	(14)
Changes in operating assets and liabilities
Decrease (increase) in notes receivable	57,582	(59,193)
Decrease (increase) in accounts receivable	9,272	39,670
Decrease (increase) in other receivable	(6,628)	6,165
Decrease (increase) in inventories	(4,074)	3,080
Decrease (increase) in prepayments	55,211	38,400
Increase (decrease) in contract liabilities	347	(14,107)
Increase (decrease) in notes payable	(432)	(243)
Increase (decrease) in accounts payable	(28,799)	8,191
Increase (decrease) in other payable	(5,809)	3,031
Increase (decrease) in other current liabilities	1,502	3,059
Cash inflow (outflow) generated from operations	91,690	53,992
Other dividends received	3,269	3,424
Interest received	3,000	3,153
Interest paid	(166)	(100)
Income taxes refund	128	-
Income taxes paid	(1,572)	(198)
Net cash flows from (used in) operating activities	96,349	60,271
		(Continued)

	2025	2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss	(5,558)	-
Proceeds from disposal of financial assets at fair value through profit or loss	1,479	10,699
Decrease (increase) in current financial assets at amortized cost	(11,052)	5,683
Acquisition of investments accounted for using the equity method	(697)	-
Acquisition of property, plant and equipment	(47)	(197)
Decrease (increase) in guarantee deposits paid	(9,404)	(2,532)
Other investing activities	-	17
Net cash flows from (used in) investing activities	(25,279)	13,670
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings	2,205	-
Increase (decrease) in guarantee deposits received	150	(427)
Payments of lease liabilities	(436)	(717)
Cash dividends paid	(29,414)	(29,415)
Other flows financing activities	146	-
Net cash flows used in financing activities	(27,349)	(30,559)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	43,721	43,382
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	134,070	90,688
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 177,791	$ 134,070

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

[Attachment 5]

THE INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Tidehold Development Co., Ltd.

Audit opinion

The consolidated balance sheet of Tidehold Development Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, together with the notes to the consolidated financial statements (including a summary of significant accounting policies), have been audited by our independent auditors.

Based on our audit results and other auditors' reports (refer to the Other matters section), in our opinion, the aforementioned consolidated financial statements have been prepared in accordance with the Securities and Futures Issuance of Financial Reports Standards and the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretive Bulletins approved and issued by the Financial Supervisory Commission and are adequate to present the consolidated financial position of Tidehold Development Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and the consolidated financial performance and cash flows for the year then ended.

Basis for audit opinion

We conducted our audit in accordance with the Regulations Governing the Audit of Financial Statements by Certified Public Accountants and the Standards for Auditing. Our responsibility under those standards is further described in the Auditor's Responsibility section of our audit report. The personnel of our firm responsible for our audit are subject to the Code of Ethics for Certified Public Accountants and have maintained independence from Tidehold Development Co., Ltd. and its subsidiaries in accordance with that code and other ethical responsibilities applicable to our audit. Based on our audit results and other auditors' reports, we believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

Key audit matters

The key audit matters refer to those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of Tidehold Development Co., Ltd. and its subsidiaries for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters relating to the consolidated financial statements of Tidehold Development Co., Ltd. and its subsidiaries for the year ended December 31, 2025 are described below:

Recognition timing of operating revenue

The main operating revenue of Tidehold Development Co., Ltd. and its subsidiaries is divided into two categories: sales revenue and rental revenue. Among them, sales revenue is the main source of operating revenue, and the cut-off of sales revenue is an area of high concern in the audit according to the auditor.

Revenue recognition accounting policies are detailed in Note IV(15) of the consolidated financial statements, while significant accounting judgments related to revenue recognition are disclosed in Note V(1) of the consolidated financial statements.

The following is a summary of the principal audit procedures performed by the auditor:

Understood and tested the design and effectiveness of the main internal controls over revenue recognition.
Perform sampling tests on accounting records related to revenue recognition, including verifying supporting documents such as relevant contracts, shipping orders, and customer acceptance forms.
Perform testing on sales transactions within a selected period before and after the reporting period end date, verifying shipping orders, customer acceptance forms, and invoice issuance to assess whether sales transactions have been properly cut off.

Whether the fair value measurement of financial assets is reasonable or appropriate

The financial assets held by Tidehold Development Co., Ltd. and its subsidiaries include those measured at amortized cost and those measured at fair value through profit or loss. Among them, the fair value measurement of the unlisted securities of inactive markets and other financial assets held involves multiple assumptions, including the valuation methods adopted, determination of comparable companies, price-to-earnings ratio, liquidity discount, and the discounted future net cash flow, etc. These measurements involve subjective judgments and are highly uncertain. Moreover, the measurement results have a significant impact on the financial statements. Therefore, the auditor believes that the fair value measurement of "unlisted securities of inactive markets" and "other financial assets" held by Tidehold Development Co., Ltd. and its subsidiaries is a higher risk area of the audit.

Please refer to Note IV (13) of the consolidated financial statements for accounting policies related to financial instruments, please refer to Note V (4) of the consolidated financial statements for significant accounting judgments related to financial instruments.

The following is a summary of the main audit procedures performed by the auditor:

Understand the operating model of the audited entity for managing various financial assets.
Understand the basis for measuring various financial assets and verify the reasonableness of their fair value measurement.
Understand and ascertain whether the fair value of financial assets has been evaluated and accounted for appropriately as of the end of the reporting period.

Other Matter – Reference to the Audit of Financial Statements by Other Auditors

Among the investments accounted for using the equity method in the consolidated financial statements, Fusen Narrative Planning Co., Ltd. (hereinafter referred to as "Fusen Narrative Planning Company"), which was accounted for using the equity method for the years ended December 31, 2025 and 2024, was not audited by the Company's independent auditors but was audited by other auditors. The amounts and related financial information of Fusen Narrative Planning Company included in the audit opinion on the consolidated financial statements for the years ended December 31, 2025 and 2024 are based on the audit reports of such other auditors. As of December 31, 2025 and 2024, the carrying amounts of investments accounted for using the equity method in Fusen Narrative Planning Company were NT$0 thousand and NT$3,007 thousand, respectively, representing 0% and 0.22% of total consolidated assets. For the years then ended December 31, 2025 and 2024, the share of comprehensive loss recognized from the investee (including the share of profit or loss and other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method) amounted to a loss of NT$(3,007) thousand and NT$(4,228) thousand, respectively, representing 0.79% and 1.75% of net operating revenue.

Tidehold Development Co., Ltd. has already prepared its parent company only financial statements for the years 2025 and 2024, which have been audited by the auditor and an unqualified audit report has

been issued. These reports are available for reference.

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

The responsibility of the management is to prepare the consolidated financial statements in accordance with the Financial Reporting Standards for Issuers of Securities and the International Financial Reporting Standards, interpretations, and amendments thereto that are approved and issued by the Financial Supervisory Commission. They are also responsible for maintaining necessary internal controls related to the preparation of the consolidated financial statements to ensure that they are free from material misstatements resulting from fraud or error.

The responsibility of the management team in preparing the consolidated financial statements also includes evaluating the ability of Tidehold Development Co., Ltd. and its subsidiaries to continue operating, disclosing related issues, and using the going concern basis of accounting, unless the management team intends to liquidate Tidehold Development Co., Ltd. and its subsidiaries or cease operations, or there are no other practical alternatives other than liquidation or cessation of operations.

The governance units (including the audit committee) of Tidehold Development Co., Ltd. and its subsidiaries are responsible for overseeing the financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement due to fraud or error and to issue an audit report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, in the light of surrounding circumstances, they would be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

When auditing in accordance with auditing standards, the auditor uses professional judgment and skepticism. The auditor also performs the following procedures:

Identify and evaluate the risk of material misstatement in the consolidated financial statements due to fraud or error; design and implement appropriate audit responses to the assessed risks; and obtain sufficient and appropriate audit evidence as a basis for the audit opinion. Because fraud may involve collusion, forgery, intentional omissions, misrepresentations, or override of internal controls, the risk of material misstatement due to fraud is higher than that due to error if not detected.
The purpose of obtaining necessary understanding of internal control related to the audit is to design appropriate audit procedures under the circumstances, but it is not intended to express an opinion on the effectiveness of internal control of Tidehold Development Co., Ltd. and its subsidiaries.
Assessing the appropriateness of the accounting policies adopted by management and the reasonableness of their accounting estimates and related disclosures.
According to the obtained audit evidence, a conclusion is made regarding the appropriateness of the management's adoption of the going concern accounting basis and whether there are events or circumstances that may cast significant doubt on the ability of Tidehold Development Co., Ltd. and its subsidiaries to continue as a going concern. If the auditor believes that there is significant uncertainty regarding such events or circumstances, the auditor must alert the users of the consolidated financial statements to related disclosures in the audit report, or amend the audit opinion if the disclosures are found to be inappropriate. The auditor's

conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or circumstances may cause Tidehold Development Co., Ltd. and its subsidiaries to no longer have the ability to continue as a going concern.

Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), and assess whether related transactions and events are appropriately reflected in the consolidated financial statements.
To obtain sufficient and appropriate audit evidence for the financial information of the parent company only entities within Tidehold Development Co., Ltd. and its subsidiaries, in order to express an opinion on the consolidated financial statements. The auditor is responsible for the direction, supervision, and execution of the Tidehold Development Co., Ltd. and its subsidiaries' audit, and for forming an audit opinion.

The matters that the auditor has communicated with the governance unit include the planned scope and timing of the audit, as well as significant audit findings (including significant internal control deficiencies identified during the audit process).

The auditor also provided the governance unit with a statement that personnel subject to independence regulations at the auditor's firm have followed the independence requirements in the accounting professional ethics code. The auditor also communicated with the governance unit on all relationships and other matters (including relevant safeguards) that could be considered to affect the auditor's independence.

The auditor identified the key audit matters for the audit of the financial statements of Tidehold Development Co., Ltd. and its subsidiaries for the year ended 2025 based on the matters communicated with the governance unit. The auditor will disclose these matters in the audit report unless prohibited by law, or in rare circumstances, the auditor determines that the negative effects of such disclosure outweigh the potential public interest benefits.

The engagement partners on the audit resulting in this independent auditors' report are Lin, Kuan-Zhao and Chang, Huei-Yu.

PKF Taiwan

Republic of China

March 6, 2026

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

The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated 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 and difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

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

Tidehold Development Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 and 2024

(Unit: NT$ thousand)

ASSETS	Note	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
CURRENT ASSETS	IV
Cash and cash equivalents	VI (1)	$ 233,786	18	$ 181,968	13
Current financial assets at fair value through profit or loss	VI (2)	236,362	18	206,459	14
Current financial assets at amortized cost	VI (3)	37,264	3	26,212	2
Notes receivable	VI (4)	11,218	1	68,800	5
Accounts receivable, net	VI (4)	4,140	-	21,312	2
Other receivables	VI (5)	10,131	1	3,225	-
Current tax assets	VI (19)	-	-	128	-
Inventories	VI (6)	66,547	5	69,183	5
Buildings and land held for sale	VI (6)	1,679	-	1,679	-
Prepayments	VI (11)	9,723	1	64,934	5
Total current assets		610,850	47	643,900	46
NON-CURRENT ASSETS	IV
Non-current financial assets at fair value through profit or loss	VI (2)	12,471	1	88,484	6
Investments accounted for using equity method	VI (7)	1,808	-	4,978	-
Property, plant and equipment	VI (8)	109,063	9	109,385	8
Right-of-use assets	VI (9)	436	-	436	-
Investment property, net	VI (10)	506,445	39	510,340	37
Guarantee deposits paid	IX	49,033	4	39,629	3
Total non-current assets		679,256	53	753,252	54
Total assets		$ 1,290,106	100	$ 1,397,152	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES	IV
Short-term Loans	VI (12)	$ 2,205	-	$ -	-
Current contract liabilities	VI (23)	40,665	3	40,318	3
Notes payable		-	-	518	-
Accounts payable		370	-	29,169	2
Other payables	VI (13)	2,295	-	8,113	1
Current tax liabilities	VI (19)	2,040	-	1,244	-
Current lease liabilities	VI (14)	436	-	436	-
Other current liabilities, others		4,751	1	3,258	-
Total current liabilities		52,762	4	83,056	6
NON-CURRENT LIABILITIES	IV
Deferred tax liabilities, land value increment tax	VI (15)	28,849	2	28,849	2
Deferred tax liabilities, income tax	VI (19)	-	-	303	-
Non-current lease liabilities	VI (14)	37	-	37	-
Guarantee deposits received	IX, XII	5,167	1	5,017	-
Total non-current liabilities		34,053	3	34,206	2
Total liabilities		86,815	7	117,262	8
EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT COMPANY	IV, VI(20)
Ordinary shares		980,496	76	980,496	70
Capital surplus		49,549	4	49,118	4
Retained earnings
Legal reserve		130,942	10	125,256	9
Special reserve		-	-	2,140	-
Unappropriated retained earnings		39,656	3	118,628	9
Total retained earnings		170,598	13	246,024	18
Treasury shares		-	-	-	-
Total equity attributable to the owners of the parent company		1,200,643	93	1,275,638	92
NON - CONTROLLING INTERESTS	IV, VI (20)	2,648	-	4,252	-
Total equity		1,203,291	93	1,279,890	92
Significant contingent liabilities and unrecognized commitments	IX, XII
Total liabilities and equity		$ 1,290,106	100	$ 1,397,152	100

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

Tidehold Development Co., Ltd. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

Unit: NT$ thousand, , except EPS (NT$ per share)

Item	Note	2025		2024
		Amount	%	Amount	%
Operating revenue	IV,VI(23)	$ 378,514	100	$ 241,915	100
Operating costs	IV,VI(6)	351,446	93	195,918	81
Gross profit from operations		27,068	7	45,997	19
Operating expenses	IV
Selling expenses		1,212	-	1,613	-
Administrative expenses		23,708	6	31,191	13
Impairment loss (reversal of impairment loss) determined in accordance with IFRS 9	IV,VI(4)	7,900	2	(30)	-
Total operating expenses		32,820	8	32,774	13
Net other income (expenses)	IV
Profit from lease modification	VI(9)	-	-	14	-
Net operating income (loss)		(5,752)	(1)	13,237	6
Non-operating income and expenses	IV
Interest income	VI(24)	3,690	1	3,382	1
Other income	VI(25)	10,587	3	13,540	6
Other gains and losses	VI(26)	(49,097)	(13)	33,400	14
Finance costs	VI(27)	(171)	-	(100)	-
Share of profit (loss) of associates and joint ventures accounted for using equity method, net	VI(7)	(3,455)	(1)	(4,285)	(2)
Total non-operating income and expenses		(38,446)	(10)	45,937	19
Profit (loss) before tax		(44,198)	(11)	59,174	25
Income tax expense	IV,VI(19)	(2,721)	(1)	(2,009)	(1)
Net profit (loss) for the period		(46,919)	(12)	57,165	24
Other comprehensive income	IV
Items that will not be reclassified subsequently to profit or loss		-	-	-	-
Items that may be reclassified subsequently to profit or loss		-	-	-	-
Total other comprehensive income, net of tax		-	-	-	-
Total comprehensive (loss) income for the period		$ (46,919)	(12)	$ 57,165	24
Net profit (loss), attributable to:
Parent company shareholders		$ (46,012)	(12)	$ 56,859	24
Non-controlling interests		(907)	-	306	-
		$ (46,919)	(12)	$ 57,165	24
Comprehensive (loss) income attributable to:
Parent company shareholders		$ (46,012)	(12)	$ 56,859	24
Non-controlling interests		(907)	-	306	-
		$ (46,919)	(12)	$ 57,165	24
EARNINGS PER SHARE	IV,VI(21)
Basic		$ (0.47)		$ 0.58
Diluted		$ (0.47)		$ 0.58

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

Tidehold Development Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

(Unit: NT$ thousand)

Item	Equity attributable to the owners of the parent company							(Unit: NT$ thousand)
			Retained Earnings
	Ordinary Shares	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Treasury shares	Total	Non-controlling Interests	Total equity
BALANCE, JANUARY 1, 2024	$ 980,496	$ 50,994	$ 122,121	$ 2,152	$ 94,307	$ (2,584)	$ 1,247,486	$ 3,928	$ 1,251,414
Appropriation and distribution of retained earnings:
Legal reserve appropriated	-	-	3,135	-	(3,135)	-	-	-	-
Reversal of special reserve	-	-	-	(12)	12	-	-	-	-
Cash dividends to shareholders	-	-	-	-	(29,415)	-	(29,415)	-	(29,415)
Net profit in 2024	-	-	-	-	56,859	-	56,859	306	57,165
Other comprehensive income in 2024, net of tax	-	-	-	-	-	-	-	-	-
Total comprehensive income in 2024	-	-	-	-	56,859	-	56,859	306	57,165
Adjustments of capital surplus for company's cash dividends received by subsidiaries	-	10	-	-	-	-	10	-	10
Disposal of company's share by subsidiaries recognized as treasury share transactions	-	(1,886)	-	-	-	2,584	698	18	716
BALANCE, DECEMBER 31, 2024	980,496	49,118	125,256	2,140	118,628	-	1,275,638	4,252	1,279,890
Appropriation and distribution of retained earnings:
Legal reserve appropriated	-	-	5,686	-	(5,686)	-	-	-	-
Reversal of special reserve	-	-	-	(2,140)	2,140	-	-	-	-
Cash dividends to shareholders	-	-	-	-	(29,414)	-	(29,414)	-	(29,414)
Net loss in 2025	-	-	-	-	(46,012)	-	(46,012)	(907)	(46,919)
Other comprehensive income in 2025, net of tax	-	-	-	-	-	-	-	-	-
Total comprehensive (loss) income in 2025	-	-	-	-	(46,012)	-	(46,012)	(907)	(46,919)
Changes in non-controlling interests	-	-	-	-	-	-	-	(697)	(697)
Changes in equity of investees accounted for using the equity method	-	285	-	-	-	-	285	-	285
Adjustment to capital surplus from the exercise of clawback rights	-	146	-	-	-	-	146	-	146
BALANCE, DECEMBER 31, 2025	$ 980,496	$ 49,549	$ 130,942	$ -	$ 39,656	$ -	$ 1,200,643	$ 2,648	$ 1,203,291

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

Tidehold Development Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

(Unit: NT$ thousand)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before income tax	$ (44,198)	$ 59,174
Adjustments :
Adjustments to reconcile profit (loss)
Depreciation expense	4,653	4,936
Impairment loss (reversal of impairment loss) determined in accordance with IFRS 9	7,900	(30)
Interest income	(3,690)	(3,382)
Dividend income	(7,305)	(6,547)
Interest expense	171	100
Provision for inventory write-downs and obsolescence	6,709	2,265
Share of loss of associates and joint ventures accounted for using equity method	3,455	4,285
Net loss (gain) on financial assets at fair value through profit or loss	48,171	(31,956)
Unrealized profit (loss) on fluctuation of foreign currency exchange rate	481	(976)
Profit from lease modification	-	(14)
Changes in operating assets and liabilities
Decrease (increase) in notes receivable	57,582	(59,193)
Decrease (increase) in accounts receivable	9,272	39,670
Decrease (increase) in other receivable	(6,628)	6,165
Decrease (increase) in inventories	(4,074)	3,080
Decrease (increase) in prepayments	55,211	38,400
Increase (decrease) in contract liabilities	347	(14,107)
Increase (decrease) in notes payable	(518)	(243)
Increase (decrease) in accounts payable	(28,799)	8,191
Increase (decrease) in other payable	(5,775)	3,028
Increase (decrease) in other current liabilities	1,493	3,059
Cash inflow (outflow) generated from operations	94,458	55,905
Other dividends received	7,305	6,547
Interest received	3,412	3,473
Interest paid	(166)	(100)
Income taxes refund	128	-
Income taxes paid	(2,228)	(789)
Net cash flows from (used in) operating activities	102,909	65,036

(Continued)

	2025	2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss	(5,558)	(20,000)
Proceeds from disposal of financial assets at fair value through profit or loss	3,016	26,474
Decrease (increase) in current financial assets at amortized cost	(11,052)	5,683
Acquisition of property, plant and equipment	(47)	(197)
Decrease (increase) in guarantee deposits paid	(9,404)	(2,532)
Other investing activities	-	17
Net cash flows from (used in) investing activities	(23,045)	9,445
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings	2,205	-
Increase (decrease) in guarantee deposits received	150	(427)
Payments of lease liabilities	(436)	(717)
Cash dividends paid	(29,414)	(29,405)
Proceeds from sale of treasury shares	-	716
Increase (decrease) in non-controlling Interests	(697)	-
Other financing activities	146	-
Net cash flows used in financing activities	(28,046)	(29,833)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	51,818	44,648
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	181,968	137,320
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$233,786	$181,968
The accompanying notes are an integral part of the consolidated financial statements.

[Attachment 6]

Tidehold Development Co., Ltd.
List of Director Candidates for the 29th Term
Book Closure Date: April 25, 2026

No.	Title	Name	Education	Experience
1	Director	Lee, Chun-Yung	•BS in Management Information Systems (MIS), Northeastern University	• Chairman of Fuli Investment Co., Ltd.
• Chairman of Junli International Co., Ltd.	• Vice Chairman and Vice General Manager of Tidehold Development Co., Ltd.
• Chairman of Tidehold Investment Co., Ltd.
• Chairman of Taiyou International Co., Ltd.
• Chairman of Fuli Investment Co., Ltd.
• Chairman of Junli International Co., Ltd.
• Supervisor of Xin Yongli Co., Ltd.	Shares: 1,039,229
2	Director	Fuli Investment Co., Ltd.
Representative: Wu, Chia-Hsun	•Master's degree from the Graduate Institute of Public Finance, National Chengchi University.	• Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
• Independent Director of Sentelic Corp.	• Independent Director of Tidehold Development Co., Ltd.
• Independent Director of Tait Marketing & Distribution Co., Ltd.
• Independent Director of Nichidenbo Corp.
• Consultant of Wei Zheng Investment Co., Ltd.	Fuli Investment Co., Ltd.
Shares: 9,796,744
3	Director	Baoli Investment Co., Ltd.
Representative:	•Master's in Sports Management, Southern New Hampshire University	• Director of Chang Cheng Investment Co., Ltd.	• Director of Tidehold Development Co., Ltd.	Baoli Investment Co., Ltd.

No.	Title	Name	Education	Experience
		Lee, Tung-Ying	• Fu Jen Catholic University Economics BS	• Supervisor of Ming Cheng Investment Co., Ltd.
• Foreign Sales, Cartell Chemical Co., Ltd.	• Chairman of Yongli Investment Co., Ltd.
• Chairman of Chang Cheng Investment Co., Ltd.
• Supervisor of Baoli Investment Co., Ltd.
• Supervisor of Xinghua Match Factory Corporation
• Supervisor of Ming Cheng Investment Co., Ltd.	Shares: 8,500,167
4	Director	Chao, Yi-Hsien	• LL.B., National University of Kaohsiung	• Director of Reward Wool Industry Corp.
• Director of Mustang Industrial Corp.	• Director of Reward Wool Industry Corp.
• Director of Mustang Industrial Corp.	Shares: 155,000
5	Independent Director	Fan, Hung-Shu	• Ph.D. in Accounting, Graduate Institute of Business Administration, National Taiwan University	• Supervisor of Mega International Commercial Bank Co., Ltd.
• Independent Director of Taiwan Semiconductor Co., Ltd.
• Independent Director of Tigerair Taiwan Co., Ltd.	• Independent Director of Tidehold Development Co., Ltd.
• Professor of the Department of Accounting, Associate Dean of the College of Management, and Director of the Graduate Institute of Business Administration at Fu Jen Catholic University
• Independent Director of Jyong Biotech Ltd.
•Independent Director of DLI Memory, Inc.
•Director of Tigerair Taiwan Co., Ltd.	Shares: 0
6	Independent Director	Yeh, Chih-Shan	• LL.M., University of London.
• LL.B. (Legal Science Division), Chinese Culture University	• Partner at Taiwan Commercial Law Offices	• Partner at Lead Trend Partners, Attorneys at Law	Shares: 0

No.	Title	Name	Education	Experience
			• Department of Land Resources, Chinese Culture University	• Lecturer at the Extension Education Center, Lan Yang Institute of Technology
• Consultant Lawyer for the New Taipei City Government Youth Lawyer Group
7	Independent Director	Wu, Shou-Lu	• Department of Economics, Chinese Culture University	• Chairman of Yung Shin Securities Co., Ltd.
• General Manager of Yong Li Securities Co., Ltd.
• General Manager of Far Eastern Securities Co., Ltd.
• Remuneration Committee Member of Ta-Yuan Cogen Co., Ltd.	• Chairman of Yung Shin Securities Co., Ltd.	Shares: 0

[Attachment 7]

Details of Releasing the 29th Term Directors from Non-competition Restrictions:

Name	Holds Other Corporate Positions
Fuli Investment Co., Ltd.	Director of Junli International Co., Ltd.
Fuli Investment Co., Ltd.
Representative:
Wu, Chia-Hsun	• Independent Director of Nichidenbo Corp.
• Consultant of Wei Zheng Investment Co., Ltd.
Baoli Investment Co., Ltd.
Representative:
Lee, Tung-Ying	• Chairman of Yongli Investment Co., Ltd.
• Chairman of Chang Cheng Investment Co., Ltd.
• Supervisor of Baoli Investment Co., Ltd.
• Supervisor of Xinghua Match Factory Corporation
• Supervisor of Ming Cheng Investment Co., Ltd.
Lee, Chun-Yung	• Chairman of Tidehold Investment Co., Ltd.
• Chairman of Taiyou International Co., Ltd.
• Chairman of Fuli Investment Co., Ltd.
• Chairman of Junli International Co., Ltd.
• Supervisor of Xin Yongli Co., Ltd.
Chao, Yi-Hsien	• Director of Reward Wool Industry Corp.
• Director of Mustang Industrial Corp.
Fan, Hung-Shu	• Independent Director of Jyong Biotech Ltd.
• Independent Director of DLI Memory Inc.
• Director of Tigerair Taiwan Co., Ltd.
Wu, Shou-Lu	• Chairman of Yung Shin Securities Co., Ltd.

[Appendix 1]

Tidehold Development Co., Ltd.

The Rules Governing the Conduct of Shareholders Meetings

Article 1	To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities.
Article 2	Except as otherwise provided by law or the company's articles of incorporation, the Rules Governing the Conduct of Shareholders Meetings for the company shall be governed by these rules.
Article 3	Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Unless otherwise provided in the Standards for the Handling of Shares of Companies Offering Shares to the Public Offering of Shares, the company shall convene a video conference of shareholders' meetings, which shall be specified in the articles of association and resolved by the board of directors, and the video shareholders' meeting shall be approved by the board of directors by a resolution of more than two-thirds of the directors present and the consent of more than half of the directors present.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.
This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be

displayed at this Corporation and the professional shareholder services agent designated thereby.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and

| | time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda. |
| --- | --- |
| Article 4 | For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. |
| Article 5 | The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting. |
| Article 6 | This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which |

| | attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. |
| --- | --- |
| Article 6-1 | To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
1. How shareholders attend the virtual meeting and exercise their rights.
2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares |

| | represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

(4)Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except as provided for in Paragraph 6 of Article 44-9 of the Standards for the Handling of Shares of Companies Offering Shares to the Public Offer, at least the shareholders shall be provided with connection equipment and necessary assistance, and the period during which the shareholders may apply to the Company and other relevant precautions shall be specified. |
| --- | --- |
| Article 7 | If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholder meeting in a non-voting capacity.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. |

	If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 8	This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform. |
| Article 9 | Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution |

| | may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act. |
| --- | --- |
| Article 10 | If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting. |
| Article 11 | Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. |

| | When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform. |
| --- | --- |
| Article 12 | Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. |
| Article 13 | A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written |

declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

| | When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. |
| --- | --- |
| Article 14 | The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. |
| Article 15 | Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors .The minutes shall be retained for the duration of the existence of this Corporation. |

| | Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online |
| --- | --- |
| Article 16 | On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period. |
| Article 17 | Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting. |

| Article 18 | When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholder meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act. |
| --- | --- |
| Article 19 | In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned. |
| Article 20 | When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order. |
| Article 21 | In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. |

| | During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph. |
| --- | --- |
| Article 22 | When our company holds a virtual shareholder meeting, appropriate alternative measures shall be provided for shareholders who have difficulties attending the meeting via video conferencing. Except as provided for in Paragraph 6 of Article 44-9 of the Standards for the Handling of Shareholder Affairs of Companies Offering Shares to the Public Offer, at least the connection equipment and necessary assistance shall be provided to shareholders, and the period during which shareholders may apply to the Company and other relevant precautions shall be specified. |

| Article 23 | These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
The first amendment was made on June 15, 2011, the second amendment on June 18, 2012, the third amendment on June 10, 2013, the fourth amendment on June 30, 2015, the fifth amendment on June 24, 2020, the sixth amendment on August 5, 2021, and the seventh amendment on June 24, 2022, and the eighth amendment on June 14, 2024. |
| --- | --- |

[Appendix 2]

Tidehold Development Co., Ltd.
Articles of Incorporation

Chapter 1 General provision
Article 1	This company is organized in accordance with the provisions of the Company Act and is named Tidehold Development Co., Ltd. Our company's English name is Tidehold Development Co., Ltd.
Article 2	The businesses operated by our company include:
	1. F401010 International Trade.
	2. H701010 Housing and Building Development and Rental.
	3. H701040 Specific Area Development.
	4. JE01010 Rental and Leasing.
	5. J701020 Amusement Parks.
	6. F501060 Restaurants.
	7. F113070 Wholesale of Telecommunication Apparatus.
	8. F119010 Wholesale of Electronic Materials.
	9. JZ99020 Sauna.
	10. I301010 Information Software Services.
	11. I301030 Electronic Information Supply Services.
	12. F118010 Wholesale of Computer Software.
	13. F113050 Wholesale of Computers and Clerical Machinery Equipment.
	14. G101041 Car Rental Business.
	15. CD01030 Motor Vehicles and Parts Manufacturing.
	16. F111090 Wholesale of Building Materials.
	17. F114010 Wholesale of Motor Vehicles.
	18. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
	19. F214010 Retail Sale of Motor Vehicles.
	20. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
	21. H701060 New Towns, New Community Development.
22. JA01010 Automobile Repair.
23. F108031 Wholesale of Medical Devices.
24. F208031 Retail Sale of Medical Apparatus.
25. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3	The total amount of investment made by the company to external entities may exceed 40% of the paid-in capital.
Article 4	This company may provide endorsement guarantees to third parties, and the object of the guarantee, the amount of the guarantee, and the operation procedures shall be in accordance with the "Procedure for Capital Loans and Endorsement Guarantees" of this company.

Article 5	The company has its head office in Taipei City and may, as necessary and upon resolution of the board of directors, establish branch offices both domestically and internationally.
Article 6	The company's public announcement method shall be in accordance with the regulations stipulated by the competent authority or laws.
Chapter 2 Shares
Article 7	The total capital of our company is set at NTD 1.5 billion, divided into 150 million shares with a par value of NTD 10 per share. The Board of Directors is authorized to issue shares in batches.
Article 8	Deleted
Article 9	This statement says that the company's stocks are registered and may be issued without physical certificates, according to the Company Law and other relevant laws and regulations.
Article 10	Within sixty days before the annual shareholders' meeting or thirty days before a special shareholders' meeting, or five days before the record date of a stock dividend, bonus or other benefits as determined by the company, the transfer of stock ownership registration shall be suspended.
Article 11	This company's stock affairs shall be handled in accordance with the "Guidelines for Handling Stock Affairs of Publicly Issued Stock Companies" and other relevant laws and regulations.
Chapter 3 Shareholders' meeting
Article 12	The company has two types of shareholder meetings, regular and special meetings. Regular meetings shall be held once a year within six months after the end of each fiscal year, and shall be called by the board of directors. Special meetings shall be convened in accordance with the Company Law and other relevant laws and regulations.
Article 13	The chairman of the shareholders' meeting of this company shall be the same person as the chairman of the board of directors. In the event that the chairman of the board of directors is absent or unable to exercise his or her duties for any reason, he or she shall be represented by the vice chairman of the board of directors. If the vice chairman of the board of directors is also absent or unable to exercise his or her duties for any reason, the chairman of the board of directors shall designate one director to act as his or her proxy. If no proxy is designated, the directors shall elect one person to act as a proxy.
Article 14	Each shareholder of the Company is entitled to one voting right per share, and the Company adopts cumulative voting system, except where otherwise provided by the Company Act, but the provision in Article 179, Paragraph 2 of the Company Act shall prevail where applicable.

| | When the number of company shares pledged by a director as collateral exceeds half of the number of shares held by the director at the time of appointment, the excess shares shall not be eligible for voting rights and shall not be counted as the number of voting rights of the shareholders present at the meeting.
Shareholders who are unable to attend the shareholders' meeting in person may issue a power of attorney, signed or sealed with the company's seal, specifying the authorized scope and entrusting an agent to attend on their behalf.
The method for shareholders to authorize someone to attend the shareholders' meeting on their behalf shall be governed by the "Rules for the Use of Proxy Forms by Publicly Traded Companies to Attend Shareholders' Meetings" issued by the competent authority, in addition to the provisions of Article 177 of the Company Law. |
| --- | --- |
| Article 15 | The resolutions of the Company's shareholders' meeting, except as otherwise provided by the Company Law, shall be adopted by the affirmative votes of the shareholders representing more than one-half of the total number of issued shares of the Company who are present in person or represented by proxy at the meeting and are entitled to vote.
The company's shareholder meetings may be conducted through video conferencing or other methods announced by the competent authority.
Shareholders of the Company may also exercise their voting rights electronically. Shareholders who exercise their voting rights electronically shall be deemed to be present in person. Relevant matters shall be handled in accordance with the provisions of laws and regulations.
The resolutions of the shareholders' meeting shall be recorded in the minutes, which shall be signed or sealed by the chairman and distributed to the shareholders within 20 days after the meeting. The minutes may be produced and distributed electronically.
The distribution of the minutes of the shareholders' meeting mentioned in the preceding paragraph may be conducted by the Company through the methods prescribed by the competent authority, such as inputting the information into the Public Information Observation Station. |
| Chapter 4 Board directors and audit committee | |
| Article16 | Our company appoints five to nine directors, and the number of directors is authorized by the board of directors. The remuneration of the directors is authorized by the Remuneration Committee and paid by resolution of the board of directors in accordance with the usual industry standards. Directors must occupy more than half of the seats, and shall not have any of the following relationships:
1. Spouse.
2. Within Second degree of kin.
The total number of shares held by all directors shall comply with the relevant regulations of the securities regulator. |

| Article 16-1 | Within the number of directors specified in the preceding article, at least three shall be independent directors, and independent directors shall constitute no less than one-third of the total Board seats.
The election of directors (including independent directors) of our company adopts the candidate nomination system under Article 192-1 of the Company Law. The acceptance and announcement of director candidates shall be handled in accordance with the relevant laws and regulations of the Company Law and the Securities and Exchange Act. Independent directors and non-independent directors should be elected together, and the number of successful candidates should be calculated separately. The professional qualifications, shareholding and concurrent employment restrictions, independence determination, nomination and appointment methods, exercise of duties, and other matters to be complied with by independent directors shall be handled in accordance with the Securities and Exchange Act and other relevant laws and regulations. |
| --- | --- |
| Article 17 | The term of office for directors is three years, and consecutive re-elections are allowed.
If a director is removed from office due to reasons and the number of directors is less than five, a by-election shall be held at the nearest shareholders' meeting. When the number of vacancies for directors reaches one-third of the total number of directors, the board of directors shall convene an interim shareholders' meeting within sixty days to fill the vacancies. Their term of office shall be limited to the remainder of the original term.
Our company may purchase liability insurance during the director's term of office for the compensation liability that it should bear according to law within the scope of its business. |
| Article 18 | The board of directors shall be organized by the directors, with a quorum of two-thirds or more of the directors in attendance, to elect the chairman and vice chairman. The chairman shall be in charge of all business matters and represent the company externally. |
| Article 19 | The board of directors of our company shall meet once every three months and may hold ad hoc meetings when necessary. Except as otherwise provided by the Company Law, they shall be convened by the chairman. Notices of board meetings may be sent by fax, email, or other means. Resolutions shall be passed by a majority of directors present at the meeting, and by the agreement of more than half of the directors in attendance, unless otherwise provided by the Company Law. |

| Article 20 | If a director is unable to attend a board meeting due to special circumstances, he or she may entrust another director to act as his or her proxy.

The attendance of the board of directors of this company shall be chaired by the chairman of the board. If the chairman of the board is on leave or unable to perform his duties due to any reason, he shall be represented by the vice chairman of the board. If the vice chairman of the board is also on leave or unable to perform his duties due to any reason, a director designated by the chairman of the board shall represent him. If no proxy is designated, the directors shall mutually recommend a representative. |
| --- | --- |
| Article 21 | This company sets up an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, which should be composed of all independent directors. The audit committee or its members are responsible for executing the duties of the auditor as stipulated by the Company Act, the Securities and Exchange Act, and other relevant laws and regulations.

From the date of establishment of the Audit Committee, the responsibilities of the company's supervisor shall be replaced by the Audit Committee, and the provisions regarding the supervisor shall no longer apply. |
| Chapter 5 Managers | |
| Article 22 | The company has a General Manager, several Vice General Managers, Associate Managers, and Managers, who are appointed and dismissed by the Board of Directors in accordance with the law. |
| Article 23 | The general manager of the company is entrusted with the task of supervising and directing the managers and department heads under him/her to handle various business matters in accordance with the instructions of the chairman. The deputy general manager and managers assist him/her in these duties. |
| Chapter 6 Final accounts and earnings Distribution | |
| Article 24 | The accounting year of the company starts from January 1st and ends on December 31st each year. At the end of each accounting and business year, the board of directors shall compile the following table and submit it to the shareholders' meeting for approval in accordance with the legal procedures.

Operation report.
Financial statement.
Proposal on earnings distribution or loss compensation. |
| Article 25 | If the Company reports a profit in its annual financial statements, it shall allocate two percent (2%) to five percent (5%) of the profit as employee bonuses and no more than five percent (5%) as director remuneration. However, if the Company has accumulated losses, it shall first retain the |

| | amount necessary to offset such losses, and the proposed allocation of employee and director remuneration shall be reported to the shareholders' meeting.

Within the aforementioned amount of employee remuneration, twenty percent (20%) to forty percent (40%) shall be allocated to subordinate employees. The recipients of employee remuneration shall include employees of controlled or subsidiary companies meeting specific criteria, with such criteria and distribution methods authorized to be determined by the Board of Directors.

The recipients of employee bonuses shall include subordinate employees meeting specific criteria, with such criteria and distribution methods authorized to be determined by the Board of Directors.

If the company has profits in its annual settlement, it shall first set aside funds for taxes and donations, offset accumulated losses from previous years, and then allocate 10% of the legal reserve and any special reserve required by laws or regulatory authorities. The remaining amount may be added to the undistributed earnings from the beginning of the period as distributable earnings. The board of directors shall prepare a proposal for the distribution of profits and submit it to the shareholders' meeting for approval.

The dividend policy of the Company is to be in line with its current and future development plans, taking into account the investment environment, funding requirements, domestic and foreign competition, and considering factors such as shareholder interests and maintaining dividend stability. Each year, dividends to shareholders shall be distributed not less than 80% of the distributable profits. However, if the accumulated distributable profits are less than 3% of the paid-in capital, no dividends shall be distributed. When distributing dividends to shareholders, they may be paid in cash or in the form of shares, with cash dividends not less than 50% of the total dividend amount. |
| --- | --- |
| Chapter 7 Supplementary Provisions | |
| Article 26 | The organization regulations for the board of directors, general management department, and affiliated branches of this company shall be established by the board of directors. |
| Article 27 | If there are any matters not covered in this Articles of Incorporation, they shall be handled in accordance with the provisions of the Company Act and other relevant laws and regulations. |
| Article 28 | This chapter was established on February 7th, 1948, first amended on March 11th, 1952, second amended on March 1st, 1954, third amended on October 4th, 1962, fourth amended on July 22nd, 1965, fifth amended on April 28th, 1967, sixth amended on May 20th, 1969, seventh amended on October 6th, 1971, eighth amended on April 27th, 1972, ninth amended on May 15th, 1973, tenth amended on November 15th, 1973, eleventh amended on May 9th, 1974, twelfth amended on May 7th, 1975, thirteenth amended on May 5th, 1976, fourteenth amended on May 31st, 1977, fifteenth amended on May 17th, 1978, |

sixteenth amended on May 29th, 1979, seventeenth amended on August 17th, 1979, eighteenth amended on June 5th, 1980, nineteenth amended on May 29th, 1981, twentieth amended on May 21st, 1982, twenty-first amended on April 26th, 1983, twenty-second amended on May 29th, 1984, twenty-third amended on May 28th, 1985, twenty-fourth amended on May 21st, 1986, twenty-fifth amended on August 25th, 1987, twenty-sixth amended on May 12th, 1988, twenty-seventh amended on June 16th, 1989, twenty-eighth amended on May 14th, 1990, twenty-ninth amended on May 21st, 1991, thirtieth amended on June 23rd, 1992, thirty-first amended on May 19th, 1993, thirty-second amended on April 26th, 1994, thirty-third amended on July 17th, 1995, thirty-fourth amended on June 10th, 1996, thirty-fifth amended on June 16th, 1997, thirty-sixth amended on April 27th, 1998, thirty-seventh amended on June 19th, 2000, thirty-eighth amended on June 24th, 2002, thirty-ninth amended on June 14th, 2005, fortieth amended on June 23rd, 2006, forty-first amended on June 15th, 2010, forty-second amended on June 15th, 2011, forty-third amended on June 18th, 2012, forty-fourth amended on June 17th, 2014, forty-fifth amended on June 21st, 2016, forty-sixth amended on June 27th, 2019, forty-seventh amended on June 24th, 2020, forty-eighth amended on June 24th, 2022, , forty-ninth amended on June 24th, 2025.

[Appendix 3]

Tidehold Development Co., Ltd.

Procedures for Election of Directors

Article 1	Except as otherwise provided by the Company Act, the Company's Articles of Incorporation, or relevant laws and regulations, the election of this Corporation's directors shall be governed by these Procedures.
Article 2	The election of this Corporation's directors shall be conducted in accordance with the candidate nomination system, and shareholders shall elect directors from the list of director candidates.
Prior to the book closure date before a shareholders meeting is held, this Corporation shall publicly announce the period for accepting nominations of director candidates, the number of directors to be elected, the location for submission, and other necessary matters; the period for submission of nominations may not be less than 10 days.
The board of directors and any shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a list of director candidates in writing. The number of nominees may not exceed the number of directors to be elected; the same applies to the number of director candidates nominated by the board of directors.
Other matters to be complied with shall be handled in accordance with the Company Act and the relevant regulations of the competent securities authority.
Article 3	The election of directors at this Corporation's shareholders meetings shall be conducted using a recorded cumulative voting system. The name of the voter may be replaced by the shareholder attendance card number printed on the ballot. In the election of this Corporation's directors, each share shall have voting rights equal to the number of directors to be elected, and may be cast for a single candidate or distributed among multiple candidates.
Independent directors and non-independent directors shall be elected at the same time, with the number of elected seats calculated separately.
The method for calculating the number of voting rights shall be in accordance with the Company Act and Article 14 of this Corporation's Articles of Incorporation.
Article 4	The number of directors of this Corporation shall be as specified in the Articles of Incorporation. The voting rights of independent directors and non-independent directors shall be calculated separately, and those who receive ballots representing the highest number of voting rights shall be elected sequentially. When two or more persons receive the same number of voting rights and exceed the specified number of seats, they shall decide by drawing lots; the chair shall draw lots on behalf of any person who is not present.

Article 5	Before the election begins, the chair shall designate several tellers and several ballot inspectors with shareholder status to perform relevant duties. The ballot boxes shall be prepared by the board of directors and shall be publicly inspected by the ballot inspectors before the voting starts.
Article 6	The ballots shall be prepared and issued by the board of directors, and the number of voting rights shall be specified thereon. However, for those who exercise their voting rights electronically, no additional ballots will be issued.
Article 7	(Deleted)
Article 8	If a candidate has shareholder status, the voter must enter the candidate's name and shareholder account number in the "candidate" column of the ballot. If the candidate does not have shareholder status, the voter shall enter the candidate's name and identity card number.
When the candidate is a government or juristic person shareholder, the name of the government or juristic person shall be entered in the "candidate's name" column of the ballot, or both the name of the government or juristic person and the name of its representative may be entered. When there are multiple representatives, the names of the representatives shall be added respectively.
Article 9	A ballot is invalid under any of the following circumstances:
1. The ballot was not printed by this Corporation.
2. A blank ballot is placed in the ballot box.
3. The writing is blurred and indistinguishable or has been altered.
4. Other words are entered in addition to the candidate list prepared by this Corporation.
5. The number of candidates filled in exceeds the specified number of seats to be elected.
6. The total number of voting rights distributed exceeds the total number of voting rights held by the voter.
Article 10	The ballots shall be opened on-site after the voting is completed. The results of the ballot opening, including the list of elected directors and the number of voting rights they received, shall be announced on-site by the chair or a person designated by the chair.
Article 11	Matters not specified in these Procedures shall be handled in accordance with the Company Act, this Corporation's Articles of Incorporation, and relevant laws and regulations.
Article 12	These Procedures shall take effect after approval by the shareholders meeting. The same applies to any amendments.

[Appendix 4]

Tidehold Development Co., Ltd.

Shareholding Status of Directors

The shareholding Status of the Company's Directors of the 28th session and their percentage of shareholdings required by law are listed below:

The Company's total outstanding shares: 98,049,600

Total shareholdings of all Directors required by law: 7,843,968

As of April 26, 2026, total shareholdings of all Directors 20,471,574

As of April 25, 2026, the shareholder registration record date for 2026 Annual Shareholders' Meeting, the individual and aggregate shareholdings of Directors are listed below:

Title	Name	Date Elected	Shares	%
Chairman	Fuli Investment Co., Ltd
Representative : Lee, Tai-Chi	June 19, 2023	9,796,744	9.99
Vice Chairman	Lee, Chun-Yung	June 19, 2023	1,039,229	1.06
Director	Baoli Investment Co., Ltd
Representative : Lee, Tung-Ying	June 19, 2023	8,500,167	8.67
Director	Hwa Bin Enterprise Co., Ltd.
Representative : Lee, Chen-Jun	June 19, 2023	1,135,434	1.16
Independent Director	Wu, Chia-Hsun	June 19, 2023	0	0
Independent Director	Fan, Hung-Shu	June 19, 2023	0	0
Independent Director	Lin, Ping-Hsien	June 19, 2023	0	0
Holding of All Directors			20,471,574	20.88

[Appendix 5]

Explanation on Procedures for Handling Shareholder Proposals:

According to Article 172-1 of the Company Act, shareholders holding 1% or more of the total issued shares outstanding may submit proposals for the shareholders' general meeting in writing to the company.
The period for accepting shareholders' proposals for this general meeting is from April 17, 2026 to April 27, 2026. The announcement has been duly made in accordance with the regulations and published on the Market Observation Post System.
There were no shareholder proposals during the acceptance period.

AI assistant

TIDEHOLD — AGM Information 2026

52773_rns_2026-05-22_80e22a60-de2f-4397-8aec-b50500f3a876.pdf

2026 Annual Shareholders' Meeting Meeting Handbook

Report Items

Report item (1)

Report item (2)

Report item (3)

Proposal (1)

Explanatory Notes:

Proposal (2)

Explanatory Notes:

Tidehold Development Co., Ltd.

Proposal (1)

Explanatory Notes:

Election Results :

Other Matters

Proposal (1)

Explanatory Notes:

Resolution:

Extemporary Motions

Meeting Adjourned

Tidehold Development Co., Ltd.

Business Report for the Fiscal Year of 2025

1. Operation Performance and Financial Results for the Fiscal Year of 2025

2. Budget Implementation Status

3. Profitability Analysis

4. Research and Development Status

Audit Committee’s Review Report

Tidehold Development Co., Ltd.

Audit opinion

Basis for audit opinion

Key audit matters

Recognition timing of operating revenue

Whether the fair value measurement of financial assets is correct or reasonable

Other Matter – Reference to the Audit of Financial Statements by Other Auditors

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

Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements

Tidehold Development Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Tidehold Development Co., Ltd.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Audit opinion

Basis for audit opinion

Key audit matters

Recognition timing of operating revenue

Whether the fair value measurement of financial assets is reasonable or appropriate

Other Matter – Reference to the Audit of Financial Statements by Other Auditors

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Tidehold Development Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

Tidehold Development Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

Tidehold Development Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024

Tidehold Development Co., Ltd.

Tidehold Development Co., Ltd.

Procedures for Election of Directors

Tidehold Development Co., Ltd.

Shareholding Status of Directors

More from TIDEHOLD

TIDEHOLD AGM Information 2026