Tonlin Department Store Co., Ltd.
Stock Code: 2910

2026 Annual General Meeting Handbook

For the convenience of readers and for information purposes only, the handbook have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English and the Chinese version or any differences in interpretation between the two versions, the original Chinese version shall prevail.

The auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version, and the English version is not audited by certified public accountant.

Time of meeting: June 16, 2026

Venue: No. 61, Zhongzheng Road, Taoyuan District, Taoyuan City

One. Meeting Procedure ... 1
Two. Meeting Agenda ... 2
I. Report Items ... 3
II. Ratifications ... 4
III. Discussion ... 5
IV. Extraordinary Motions ... 6
V. Adjournment ... 6

Three. Attachments
I. 2025 Business Report ... 7
II. Audit Committee's Review Report ... 12
III. Remunerations to general directors and independent directors ... 13
IV. Independent Auditors’ Report and 2025 Parent Company Only Financial Statements ... 15
V. Independent Auditors’ Report and 2025 Consolidated Financial Statements ... 26
VI. 2025 Statement of Earnings Distribution ... 37
VII. Comparison Table of Existing and Amended “Rules of Procedure for Shareholders’ Meetings” ... 38
VIII. Comparison Table of Existing and Amended “Operating Procedures for Acquisition and Disposal of Assets” ... 51

Four. Appendices
I. Directors’ shareholding ... 67
II. Rules of Procedure for Shareholders Meetings (Full text before amendment) ... 68
III. Articles of Incorporation ... 79
IV. Operating Procedures for the Acquisition and Disposal of Assets (Full text before amendment) ... 85

Tonlin Department Store Co., Ltd.
Procedures of 2026 Annual General Meeting

One. Call the Meeting to Order (Report on the total number of shares held by the shareholders present at the meeting)

Two. Chairman's Speech

Three. Report Items

Four. Ratifications

Five. Discussion

Six. Extraordinary Motion

Seven. Adjournment

Tonlin Department Store Co., Ltd.
2026 Annual General Meeting Agenda

Convened as: Offline Shareholders’ Meeting

Time of meeting: Tuesday, June 16, 2026, 9:00 am

Venue: No. 61, Zhongzheng Road, Taoyuan District, Taoyuan City

One. Commencement of Meeting

Two. Chairman's Speech

Three. Report Items:
1. Report on 2025 business overview.
2. 2025 Audit Committee’s Review Report.
3. Report on the Allocation of Employee Remuneration and Director Remuneration for 2025.
4. Report on Director Remuneration for 2025.
5. Report on distribution of cash dividends from earnings.

Four. Ratifications:
1. Ratification of 2025 Financial Statements.
2. Ratification of 2025 Earnings Distribution Plan.

Five. Discussion:
1. Amendment to the Company's “Rules of Procedure for Shareholders’ Meetings.”
2. Amendments to the Company’s “Operating Procedures for Acquisition and Disposal of Assets.”

Six. Extraordinary Motion

Seven. Adjournment

Report Items

I. The report on 2025 business overview is submitted for your review.

Description: For the 2025 Business Report, please refer to Attachment 1 (Pages 7~11).

II. The 2025 Audit Committee's Review Report is hereby submitted for your review.

Description: For the Audit Committee's Review Report, please refer to Attachment 2 (Page 12).

III. The report on the report on the allocation of employee remuneration and director remuneration for 2025 is submitted for review.

Description: The 2025 employee remuneration was NT$270,000 and director remuneration was NT$0. The employee remuneration is 0.101% of the net profit before tax without distributing the employee and director remunerations, all paid in cash. The actual amount distributed is less than the estimated amount by NT$80,000; such difference is adjusted as profit and loss in 2026.

IV. The report on director remuneration for 2025 is submitted for review.

Description: Regarding the remunerations received by directors, including the remuneration policy, individual remunerations and the amounts, please refer to Attachment 3 (pages 13-14).

V. Report on distribution of cash dividends from earnings. Please review.

Description: 1. The Company proposed a cash dividend distribution of NT$182,419,120, or NT$1.04 per share, from distributable earnings for 2025.

The Board of Directors has been authorized under Article 29 of Articles of Incorporation to execute the above distribution, and made a special resolution during the board meeting held on March 12, 2026 to make payment on April 24, 2026.
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Ratifications

Proposal 1

Proposed by the Board of Directors

Cause: The 2025 Financial Statements are submitted for ratification.

Description: 1. The Company's 2025 parent company only and consolidated financial statements have been discussed and approved by the Audit Committee and the Board of Directors, and have been audited by Chiu, Cheng-Chun, CPA and Jeff Chen, CPA of Deloitte Taiwan, for which they have issued an independent auditors' report.

For the business report and the aforementioned tables and documents, please refer to Attachment 1 (Pages 7~11), Attachment 4 and Attachment 5 (Pages 15~25 and 26~36).

Resolution:

Proposal 2

Proposed by the Board of Directors

Cause: The 2025 Earnings Distribution Plan is submitted for ratification.

Description: For the 2025 Statement of Earnings Distribution, please refer to Attachment 6 (Page 37).

Resolution:

Discussions

Proposal 1

Proposed by the Board of Directors

Cause: The proposal for the Amendments to the Company's “Rules of Procedure for Shareholders’ Meetings” is submitted for discussion.

Description: 1. In response to the amendments to laws and regulations, Article 2, Article 6, Article 11, Article 13, Article 22 and Article 23 of the Company’s “Rules of Procedure for Shareholders’ Meetings” were amended.
2. Please refer to Attachment 7 (page 38 ~ 50) for comparison of articles before and after amendment.

Resolution:

Proposal 2

Proposed by the Board of Directors

Cause: The proposal for the Amendments to the Company’s “Operating Procedures for Acquisition and Disposal of Assets” is submitted for discussion.

Description: 1. In response to the amendments to laws and regulations, Article 6, Article 29, Article 32 and Article 35 of the Company’s “Operating Procedures for Acquisition or Disposal of Assets” were amended.
2. Please refer to Attachment 8 (page 51 ~ 66) for comparison of articles before and after amendment.

Resolution:

Extraordinary Motion

Adjournment

Attachment 1

Tonlin Department Store Co., Ltd. 2025 Business Report

I. Foreword

In 2025H2, benefiting from the surge in AI demand and the recovery of the memory industry, Taiwan's economic growth rate for 2025 was 8.68% (according to a DGBAS press release dated February 13, 2026), up from 4.59% in 2024. For the transformation project, Taoyuan Branch closed in February 2017 for remodeling, and then reopened in September 2018. The rent of Taipei Branch was renegotiated due to the expiration of the lease and the original lease increased. Therefore, the operating revenue was stable.

The government's tightened controls over real estate (such as the Combined Housing and Land Tax, credit tightening on luxury homes, adjustment to housing tax rate based on the number of properties held, and restrictions on corporate property purchases), combined with falling population growth and an increased rate of home ownership, resulted in moderately decreased property prices. Buyers tended to wait and see, and the transaction volume decreased. The Company will take more pro-active efforts at selling its Yangmingshan project (1 unit remained as of December 31, 2025). The Jiaoxi project, on the other hand, has commenced sale since Q4 2017 and 3 units remained unsold at the end of 2025.

II. Business Report

Below is an analysis of operating results, budget execution, financial ratios, and profitability for 2025:

(I) Business results:

Unit: NTD thousand

Item	2025 consolidated	2024 consolidated	Growth rate (%)
Operating revenues	518,348	606,041	(14.47)
Operating cost	61,378	175,011	(64.93)
Gross profit	456,970	431,030	6.02
Operating expenses	177,865	193,863	(8.25)
Operating profit	279,105	237,167	17.68
Non-operating income (expenses), net	(12,334)	37,061	(133.28)
Profit before tax	266,771	274,228	(2.72)
Income tax expense	51,694	76,293	(32.24)
Current net income	215,077	197,935	8.66
Other comprehensive income	(11,712)	(7,258)	61.37
Comprehensive income for the current year	203,365	190,677	6.65

The details of consolidated operating revenue for 2025 and 2024 are as follows:

	2025	2024	(Unit: Thousand NTD) Difference
Incomes from department stores	173,012	156,494	16,518
Lease income	292,384	280,705	11,679
Construction income	-	119,580	(119,580)
Other operating revenues	52,952	49,262	3,690
	518,348	606,041	(87,693)

As a whole, the 2025 operating revenue decreased approximately by NT$87,693 thousand from 2024, mainly due to no construction income generated in 2025. Department store revenue grew by NT$16,518 thousand, rental income increased by NT$11,679 thousand due to rent adjustments in accordance with long-term contracts. Additionally, other operating income increased by NT$3,690 thousand due to higher management fee deductions compared to the previous year. In contrast, operating costs decreased by approximately NT$113,633 thousand. Overall, gross profit from operations increased by approximately NT$25,940 thousand.

The operating expenses were incurred primarily due to expenditures related to the rezoning project in Xinzhuang District, including land acquisition commissions, appraisal service fees, notary fees, and related regulatory fees, as well as the expenditure spent in demolition of Taoyuan Branch B1F and renovation projection. Notwithstanding, no such expenditure was incurred in 2025. Total operating expenses decreased by approximately NT$15,998 thousand in total.

The net amount of non-operating revenue (expenditure) decreased by approximately NT$49,395 thousand, primarily due to the increase by approximately NT$42,449 thousand in losses from financial assets mandatorily measured at fair value through profit or loss, and the increase by approximately NT$6,294 thousand in interest expenses.

Income tax expenses decreased by NT$24,599 thousand in 2025, primarily due to a land value increment tax payment of NT$25,292 thousand in 2024.

Other comprehensive income decreased by approximately NT$4,454 thousand, primarily due to the decrease by NT$1,581 thousand in actuarial gains on defined benefit plans, the increase by NT$10,871 thousand in unrealized evaluation losses on the investment in equity investments measured at fair value through other comprehensive income, the increase by NT$5,508 thousand in the share of other comprehensive income from associates accounted for using the equity method and the decrease by NT$2,490 thousand in related deferred income tax.

In summary, the total comprehensive income for 2025 was NT$203,365 thousand, the increase by approximately NT$12,688 thousand compared to NT$190,677 thousand in 2024.

(II) Budget execution:

The economic growth rate for 2025 was 8.68% (according to the press release by the Directorate General of Budget, Accounting and Statistics on February 13, 2026), while it was 4.59% in 2024, primarily due to the increase in consumer spending and visitor numbers post-pandemic, leading to higher operating revenue. Due to rezoning related expenditure and expenditure spent in demolition of Taoyuan Branch B1F and renovation projection incurred in 2024, said circumstance was not applicable in 2025. As a result, the operating expenses decreased significantly and the net profit for this period increased by NT$17,142 thousand compared to 2024.

De Hong Development had completed its project in 2014 - Yu Yangming located in Yangmingshan, Taipei City. As of the end of 2025, 13 units had been sold, with 1 unit remaining. The Jiaoxi project commenced the sales since Q4, 2017, and about 93% was sold as of the end of 2025, with 3 remaining. The Company will continue selling the above projects in 2026.

(III) Analysis of financial ratios and profitability:

Item	2025	2024	Increase/decrease (%)
Debt to assets ratio	56.73%	54.41%	4.26
Long-term capital to property, plants and equipment	285.69%	254.34%	12.33
Current ratio	158.58%	127.34%	24.53
Quick ratio	139.12%	109.30%	27.28
Return on assets	4.19%	4.09%	2.44
Return on equity	7.85%	7.45%	5.37
Net profit margin	41.49%	32.66%	27.04
EPS (NT$)	1.23	1.13	8.85

(IV) R&D status:

Tonlin Department Store primarily engages in retail and leasing operations. In the retail segment, due to its tenant-attraction capabilities being squeezed by chain department stores, performance continued to decline before its renovation in 2017. The Taoyuan store

has since been transformed into a mixed-use complex featuring a cinema, mid- to large-scale dining, sports and leisure facilities, fashion apparel, and Eslite Life, providing customers with a high-quality shopping environment and achieving stable revenue growth. On the leasing side, the Company continuously monitors market conditions and, upon lease expiration, adjusts rents to market levels or seeks tenants able to pay higher rents in suitable trade areas. The construction department also remains vigilant to regulatory changes and market developments to respond promptly.

III. Business Overview and Future Outlook for 2026

From April 2025, the US President Trump announced the imposition of reciprocal tariffs worldwide. Taiwan is facing the impact of additional tariffs on its exports to the US. Due to ongoing uncertainties such as international tariffs, export forecasts are rather conservative for 2026. The economic outlook indicates a slowdown in growth, but remains relatively stable. According to estimates published by the Directorate-General of Budget, Accounting and Statistics on February 13, 2026, Taiwan’s domestic economic growth rate for 2026 is projected to be approximately 7.71%, down from 8.68% in 2025. Supported by a strong stock market, the agreement on tariff policies with the United States, and the effects of wage adjustments and lower personal income tax, private consumption is expected to remain stable.

Below is a summary of the Company's business plans and key production/sales policies:

(I) Department store and retail (Taoyuan Branch)

Taoyuan Branch underwent a major renovation in February 2017 to transform into a lifestyle mall offering cinema, medium and large dining brands, recreational space, designer clothing, and eslite bookstore. It re-opened in September 2018 and will make adjustments to the product portfolio depending on future performance.

(II) Real estate leasing (Taipei Branch)

The Company will strive to increase rental income by adjusting rent rates or tenants as lease agreements expire.

(III) Business investments

De Hong Development Co., Ltd. will continue selling its Yangminshan project and the residential project located in Jiaoxi, Yilan, throughout 2026.
Other subsidiaries of the Company, including the venture capital business, have not made any major investment in recent years, and will direct attention towards managing existing investments and seeking opportunities to recover capital in the form of capital reduction or dividend payment.
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(IV) Closing remarks

The Company and its management team will prepare for the challenges ahead and continue making improvements to service quality, marketing performance, and management efficiency in ways that maximize shareholder returns. We would like to thank our shareholders for their continuous support and encouragement to the Company.

We wish all our shareholders
a prosperous future ahead

Chairman: Su Chien-I
President: Weng Hua-Li
Vice President: Chen Wen-Long
Head of Accounting: Lin Wan-Yi

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Attachment 2

Audit Committee's Review Report

We have reviewed the Company's 2025 business report, financial statements, and earnings appropriation proposal prepared by the Board of Directors. The financial statements have been audited by Chiu, Cheng-Chun, CPA and Jeff Chen, CPA of Deloitte Taiwan, to which the firm issued an independent auditors' report.

The Audit Committee found no misstatement in the above business report, financial statements, or earnings appropriation proposal, and hereby issues its report as presented above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act. This report is hereby presented

The 2026 Annual General Meeting, Tonlin Department Store Co., Ltd.

Audit Committee

Convener: Lu, Yu-Ting

March 13, 2026

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Attachment 3

Remunerations to ordinary directors and independent directors

Unit: NTD thousand

Title	Name	Directors' remunerations							Sum of A, B, C and D as a percentage of after-tax profit % (Note 5)	Compensation to directors serving as employees								Sum of A, B, C, D, E, F and G as a percentage of after-tax profit % (Note 5)
		Remuneration (A) (Note 1)		Severance pay and pension (B)		Director's remuneration (C) (Note 2)		Fee for services rendered (Note 3)			Salary, bonuses, and special allowances, etc (E) (Note 4)		Severance pay and pension (F)		Employee's remuneration (G)
		The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company		All companies in the financial statements		The Company	All companies in the financial statements	Share amount	Share amount
														Cash amount	Share amount	Cash amount	Share amount
Chairman	Su Chien-I	3,514	3,514	0	0	0	0	600	600	4,114	4,114	0	0	0	0	0	0	0	4,114	4,114	450
Director	Su Chien-Hsing	0	0	0	0	0	0	600	600	600	600	0	0	0	0	0	0	0	600	600	None
Corporate entity	JIN DUO LIH ENTERPRISES PTY. LTD.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	None
Director	Weng Chun-Chih	0	0	0	0	0	0	600	600	600	600	0	0	0	0	0	0	0	600	600	None
Director	Weng Ju-I	0	0	0	0	0	0	600	600	600	600	2,622	2,622	0	0	0	0	0	3,222	3,222	None
Director	Weng Hua-Li	0	0	0	0	0	0	600	600	600	600	2,622	2,622	0	0	0	0	0	1.50	1.50	None
Director	Weng Hua-Ting	0	0	0	0	0	0	600	600	600	600	0	0	0	0	0	0	0	600	600	None
Corporate entity	Jih-I Investment Co., Ltd.; Huang Chung-Sheng	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	None
Director	Lu Yu-Ting	0	0	0	0	0	0	600	600	600	600	0	0	0	0	0	0	0	600	600	None
Independent Director	Yang Wen-Ching	0	0	0	0	0	0	600	600	600	600	0	0	0	0	0	0	0	600	600	None
Independent Director	Zhan Wei-Ren	0	0	0	0	0	0	600	600	600	600	0	0	0	0	0	0	0	600	600	None

On January 29, 2026, the Remuneration Committee convened the 6th meeting of the 6th Remuneration Committee, and the review of the performance of directors and managers, and the policies, standards, and structure of the remuneration is described as below:

Explanation:

I. The Company leases out its Taipei Branch, and operates a department store in Taoyuan. The profit is still stable. Therefore, the remuneration policy is extremely stable. The fixed salary is adjusted based on economic growth, peers' conditions, and company profitability. In terms of year-end bonuses, it is determined based on the profitability of the year and the performance of each managerial officer. In line with the Company Act, employees' remuneration and directors' remuneration are deemed as the expenses of the year. The Company's Articles of Incorporation stipulate that employees' remuneration shall not be less than 0.1%-4% of the pre-tax net profit before employees' remuneration and directors' remuneration expenses, and the payment shall be made based on the Procedures of Employees' Remuneration to managerial officers and employees.

II. In addition to the monthly fixed monthly transportation fees, the directors' remuneration shall be distributed to the directors no more than 4% of the pre-tax net profit of the year before the remunerations of employees and directors, pursuant to the Company's Articles of Incorporation. Directors concurrently serving as managerial officers may receive monthly salaries, and bonuses will be paid at the end of each year, but no employee remuneration will be distributed.

The compensation received by directors for rendering services to all companies in the financial statements (e.g. as non-employee consultants of the parent company, all companies in financial reports/reinvestee) in the most recent year: none other than the information disclosed in the table above.

Remuneration range

Range of remuneration paid to each director	Name of director
	Sum of the first 4 items (A+B+C+D)		Sum of the first 7 items (A+B+C+D+E+F+G)
	The Company	All companies in the financial statements	The Company	Parent company on all re-invested business
Less than NT$1,000,000	Jih-I Investment Co., Ltd.; JIN DUO LIH ENTERPRISES PTY. LTD.; Su, Chien-Hsing and Huang, Chung-Sheng Weng, Chun-Chih and Weng, Ju-I Weng, Hwa-Li and Weng, Hwa-Ting Lu, Yu-Ting and Yang, Wen-Ching Zhan Wei-Ren	Jih-I Investment Co., Ltd.; JIN DUO LIH ENTERPRISES PTY. LTD.; Su, Chien-Hsing and Huang, Chung-Sheng Weng, Chun-Chih and Weng, Ju-I Weng, Hwa-Li and Weng, Hwa-Ting Lu, Yu-Ting and Yang, Wen-Ching Zhan Wei-Ren	Jih-I Investment Co., Ltd.; JIN DUO LIH ENTERPRISES PTY. LTD.; Su, Chien-Hsing and Huang, Chung-Sheng Weng, Chun-Chih and Weng, Hwa-Ting Lu, Yu-Ting and Yang, Wen-Ching Zhan Wei-Ren	Jih-I Investment Co., Ltd.; JIN DUO LIH ENTERPRISES PTY. LTD.; Su, Chien-Hsing and Huang, Chung-Sheng Weng, Chun-Chih and Weng, Hwa-Ting Lu, Yu-Ting and Yang, Wen-Ching Zhan Wei-Ren
NTD$1,000,000 (inclusive) to NTD$2,000,000 (exclusive)	-	-	-	-
NTD$2,000,000 (inclusive) to NTD$3,500,000 (exclusive)	-	-	Weng, Hua-Li; Weng, Ju-I	Weng, Hua-Li; Weng, Ju-I
NTD$3,500,000 (inclusive) to NTD$5,000,000 (exclusive)	Su, Chien-I	Su, Chien-I	Su, Chien-I	Su, Chien-I
NTD$5,000,000 (inclusive) to NTD$10,000,000 (exclusive)	-	-	-	-
NTD$10,000,000 (inclusive) to NTD$15,000,000 (exclusive)	-	-	-	-
NTD$15,000,000 (inclusive) to NTD$30,000,000 (exclusive)	-	-	-	-
NTD$30,000,000 (inclusive) to NTD$50,000,000 (exclusive)	-	-	-	-
NT$50,000,000 (inclusive) to NT$100,000,000 (exclusive)	-	-	-	-
More than NT$100,000,000	-	-	-	-
Total	15	15	15	15

Note 1: These are the salary and bonus received by the Chairman of the Company in 2025.
Note 2: It is the directors' remuneration in 2025. The Board of Directors resolved on March 12, 2026 not to distribute the directors' remuneration.
Note 3: This refers to the transportation and travel expenses of the directors in 2025.
Note 4: These are and bonus received by the directors concurrently serving as employees in 2025.
Note 5: Net income after tax is the net income after tax referred to in the 2025 parent company only financial statements.

Attachment 4

Independent Auditors' Report

To Tonlin Department Store Co., Ltd.

Auditors' opinions

We have audited the accompanying parent company only balance sheet of Tonlin Department Store Co., Ltd. as at December 31, 2025 and 2024, and the parent company only statement of comprehensive income, parent company only statement of changes in shareholders' equity, parent company only cash flow statement, and notes to parent company only financial statements (including summary of significant accounting policies) for the periods from January 1 to December 31, 2025 and 2024.

In our opinion, all material disclosures of the parent company only financial statements mentioned above were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and presented a fair view of the parent company only financial position of Tonlin Department Store Co., Ltd. as at December 31, 2025 and 2024, and parent company only business performance and cash flow for the periods January 1 to December 31, 2025 and 2024.

Basis of the audit opinion

We conducted our audits in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Entrusted Certified Public Accountants and the auditing principles. Our responsibilities as an auditor for the standalone financial statements under the above-mentioned standards are explained in the Responsibilities paragraph. We are independent of the Group in accordance with the Code of Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the evidence obtained provide an adequate and appropriate basis for our opinion.

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Key audit issues

Key audit issues are matters that we considered to be the most important, based on professional judgment, when auditing the 2025 parent company only financial statements of Tonlin Department Store Co., Ltd. These issues have already been addressed when we audited and formed our opinions on the standalone financial statements. Therefore we do not provide opinions separately for individual issues.

Key audit issues concerning the 2025 parent company only financial statements of Tonlin Department Store Co., Ltd. are as follows:

Impairment assessment of investment properties

As at December 31, 2025, Tonlin Department Store Co., Ltd. had investment properties located at Xinzhuang District that were valued at NT$862,825 thousand, representing 14% of total assets and constituted a significant part of parent company only financial statements. The management follows IAS 36 - “Impairment of Assets” and assesses investment properties for signs of impairment at the end of each reporting period. Assets that exhibit any sign of impairment will have recoverable amount estimated in order to determine the amount of impairment. However, considering that real estate prices are affected by several factors including government policy, economic cycle, and market supply/demand, and that impairment assessment requires subjective judgments, major estimates, and assumptions from the management, we have identified impairment assessment of investment properties as a key audit issue. Accounting policy on impairment assessment of investment properties, uncertainties associated with accounting estimates and assumptions, and related disclosures can be found in Notes 4, 5, and 14 of standalone financial statements.

The following audit procedures were taken in relation to the key audit issues identified above:

Understanding and testing the design and implementation of key internal control system that is relevant to impairment assessment of investment properties.
Obtaining the independent valuation report used by the management, and evaluating the professional capacity, competence, and objectivity of independent valuers.
Determining the rationality of the valuation method, parameters, and assumptions used in the valuation of investment property and comparing transaction prices of properties in the vicinity.
Consulting our own experts about the independent valuer's choice of valuation method as well as inputs and historical market data used in the calculation, and making appropriate comparisons to determine the rationality of the assessed price.
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Taking count and verifying records of investment properties, and checking title deeds for the lands owned.

Correctness of retail commission income

Tonlin Department Store Co., Ltd. reported retail commission income of NT$173,012 thousand in 2025, representing 33% of operating revenues and was considered significant to the presentation of the parent company only financial statements. The department store operates by having merchants set up individual retail departments, and the Company earns a certain percentage or amount from each transaction made by merchants. Under this arrangement, the Company first collects payment from customers then deducts merchant's share of the proceeds and recognizes the remainder as sales revenue. Due to the vast number of merchants and the different commission rates involved, calculation of retail commission income depends heavily on the use of computer system, which we consider to be a key audit issue. Disclosures relating to retail commission income can be found in Note 20 of standalone financial statements.

The following audit procedures were taken in relation to the key audit issues identified above:

Understanding and randomly testing the effectiveness of internal control design and execution for retail commission income.
Making sample checks on current year's Merchant Settlement Master Report to determine whether the commission rates configured on the computer system are consistent with contract terms; and making separate calculations using the commission rate to verify the correctness of retail commission income.

Responsibilities of the management and governing body to the standalone financial statements

Responsibilities of the management were to prepare and ensure fair presentation of parent-only financial statements in accordance with "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and to exercise proper internal control practices that are relevant to the preparation of parent-only financial statements so that the parent-only financial statements are free of material misstatements, whether caused by fraud or error.

The management's responsibilities when preparing parent-only financial statements also involved: assessing the ability of Tonlin Department Store Co., Ltd. to operate, disclose information, and account for transactions as a going concern unless the management intends to liquidate Tonlin Department Store Co., Ltd. or cease business operations, or is compelled to do so with no alternative solution.

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The governing body of Tonlin Department Store Co., Ltd. (including the Audit Committee) is responsible for supervising the financial reporting process.

Responsibilities of the auditor when auditing parent-only financial statements

The purposes of our audit were to obtain reasonable assurance of whether the standalone financial statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. We considered assurance to be reasonable only if it is highly credible. However, audit tasks conducted in accordance with auditing principles do not necessarily guarantee detection of all material misstatements within the standalone financial statements. Misstatements can arise from fraud or error. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the standalone financial statement user.

When conducting audits in accordance with auditing principles, we exercised professional judgments and raised professional doubts as deemed. We also performed the following tasks as an auditor:

Identifying and assessing risks of material misstatement within the standalone financial statements, whether due to fraud or error; designing and executing appropriate response measures for the identified risks; and obtaining adequate and appropriate audit evidence to support audit opinions. Fraud may involve conspiracy, forgery, intentional omission, untruthful declaration, or breach of internal control, and our audit did not find any material misstatement where the risk of fraud is greater than the risk of error.
Developing the required level of understanding on relevant internal controls and designing audit procedures that are appropriate under the prevailing circumstances, but without providing opinion on the effectiveness of internal control system of Tonlin Department Store Co., Ltd.
Assessing the appropriateness of accounting policies adopted by the management, and the rationality of accounting estimates and related disclosures made.
Forming conclusions regarding the appropriateness of management's decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of Tonlin Department Store Co., Ltd. to operate as a going concern, based on the audit evidence obtained. We are bound to remind users of standalone financial statements and make related disclosures if uncertainties exist in regards to the abovementioned events or circumstances, and amend audit opinions when the disclosures are no longer appropriate. Our conclusions are based on the audit evidence obtained up to the date of audit report.
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However, future events or change of circumstances may still render Tonlin Department Store Co., Ltd. no longer capable of operating as a going concern.

Assessing the overall presentation, structure, and contents of the standalone financial statements (including related footnotes), and whether certain transactions and events are presented appropriately in the standalone financial statements.
Obtaining sufficient and appropriate audit evidence on financial information of equity-accounted investments held by Tonlin Department Store Co., Ltd., and expressing opinions on parent-only financial statements. Our responsibilities as auditor are to instruct, supervise, and execute audits and form audit opinions on Tonlin Department Store Co., Ltd.

We have communicated with the governing body about the scope, timing, and significant findings (including significant defects identified in the internal control) of our audit.

We have also provided the governing body with a declaration of independence stating that all relevant personnel of the accounting firm have complied with auditors' professional ethics, and communicated with the governing body on all matters that may affect the auditor's independence (including protection measures).

We have identified the key audit matters after communicating with the governing body regarding the 2025 parent company only financial statements of Tonlin Department Store Co., Ltd.. These issues have been addressed in our audit report except for: 1. Certain topics that are prohibited by law from disclosing to the public; or 2. Under extreme circumstances, topics that we decided not to communicate in the audit report because of higher negative impacts they may cause than the benefits they bring to public interest.

Deloitte Touche
CPA Chiu Cheng-Chun
CPA Jeff Chen
Approval reference of the Financial Supervisory Commission
Jin-Guan-Zheng-Liu-Zhi No.0930160267
Approval reference of the Financial Supervisory Commission
Jin-Guan-Zhgeng-Shen No.0990031652

March 12, 2026

Tonlin Department Store Co., Ltd.
Standalone Balance Sheet
December 31, 2025 and 2024
Unit: NTD thousand

Code	Asset	December 31, 2025		December 31,2024
		Amount	%	Amount	%
Current asset
1100	Cash and cash equivalents (Note 6)	$ 124,040	2	$ 86,076	2
1110	Financial assets at fair value through profit or loss (Note 7)	597,113	9	538,611	9
1136	Financial assets at amortized cost - current (Note 9)	30,000	1	-	-
1172	Accounts receivable (Note 10)	3,142	-	7,345	-
1175	Lease receivable (Note 10)	4,048	-	4,441	-
1200	Other receivables (Notes 10 and 26)	8,839	-	7,341	-
1470	Prepayments and other current assets	16,553	-	3,084	-
11XX	Total current assets	783,735	12	646,898	11
non-current assets
1517	Financial assets at fair value through other comprehensive income - non-current (Note 8)	40,199	1	39,979	1
1535	Financial assets measured at amortized cost - non-current (Notes9 and 27)	300,000	5	-	-
1550	Equity-accounted investments (Note 11)	1,262,421	20	1,239,432	21
1600	Property, plant and equipment (Notes 5, 12 and 27)	2,000,129	31	2,066,424	35
1755	Right-of-use assets (Note 13)	2,708	-	3,239	-
1760	Investment property, net (Notes 5, 14, 26 and 27)	1,929,721	30	1,933,099	32
1780	Intangible asset	6,672	-	7,157	-
1840	Deferred income tax assets (Note 22)	32,988	1	13,721	-
1935	Long-term lease receivable (Note 10)	11,913	-	15,797	-
1920	Refundable deposits	1,054	-	1,094	-
15XX	Total non-current assets	5,587,805	88	5,319,942	89
1XXX	Total assets	$ 6,371,540	100	$ 5,966,840	100
Code	LIABILITIES AND EQUITY
Current liabilities
2100	Short-term borrowings (Notes 9, 12, 14, 15 and 27)	$ 375,000	6	$ 435,000	7
2150	Notes payable (Note 16)	42,609	1	32,131	1
2170	Accounts payable (Note 16)	103,801	1	107,588	2
2209	Accrued expenses (Note 17)	45,385	1	42,311	1
2219	Other payables	2,213	-	4,802	-
2230	Current income tax liabilities (Note 22)	20,659	-	30,416	-
2280	Lease liabilities - current (Note 13)	656	-	635	-
2320	Long-term borrowings due within one year (Notes 12, 14, 15 and 27)	50,000	1	50,000	1
2399	Other current liabilities (Note 20)	17,127	-	8,164	-
21XX	Total current liabilities	657,450	10	711,047	12
non-current liabilities
2540	Long-term borrowings (Notes 9, 12, 14, 15 and 27)	2,685,000	42	2,252,000	38
2572	Deferred income tax liabilities (Note 22)	216,456	4	217,147	3
2580	Lease liabilities - non-current (Note 13)	1,828	-	2,484	-
2640	Net defined benefit liabilities - non-current (Note 18)	3,463	-	4,067	-
2645	Guarantee deposits received (Note 20)	49,543	1	59,049	1
25XX	Total non-current liabilities	2,956,290	47	2,534,747	42
2XXX	Total liabilities	3,613,740	57	3,245,794	54
Equity (Notes 8, 18, 19 and 22)
3110	Common share capital	1,754,030	27	1,754,030	30
	Retained earnings
3310	Statutory reserves	424,108	7	404,155	7
3320	Special reserves	419,091	7	410,234	7
3350	Unappropriated earnings	219,522	3	199,533	3
3300	Total retained earnings	1,062,721	17	1,013,922	17
3400	Other equities	( 58,951 )	( 1 )	( 46,906 )	( 1 )
3XXX	Total equity	2,757,800	43	2,721,046	46
	Total liabilities and equity	$ 6,371,540	100	$ 5,966,840	100

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

Chairman: Su Chien-I
President: Weng Hua-Li
Vice President: Chen Wen-Long
Head of Accounting: Lin Wan-Yi

Tonlin Department Store Co., Ltd.
Standalone Statement of Comprehensive Income
From January 1 to December 31, 2025 and 2024
Unit: NTD thousands, except EPS which is in 1 NTD

Code		2025		2024
		Amount	%	Amount	%
4000	Operating revenues (Notes 20 and 26)	$ 518,468	100	$ 497,254	100
5000	Operating costs (Note 21)	59,460	11	70,360	14
5900	Gross profit	459,008	89	426,894	86
6000	Operating expenses (Notes 18, 21 and 26)	174,974	34	185,159	37
6900	Operating profit	284,034	55	241,735	49
	Non-operating income and expense
7100	Interest income (Note 21)	5,499	1	6,537	1
7010	Other income (Notes 21 and 26)	17,936	3	18,286	4
7020	Other gains and losses (Notes 7 and 21)	5,655	1	54,263	11
7050	Financial costs (Note 21)	( 54,124 )	( 10 )	( 47,830 )	( 10 )
7060	Share of gain/loss from subsidiaries and associated companies accounted using the equity method (Note 11)	7,771	1	1,237	-
7000	Total non-operating income and expenses	( 17,263 )	( 4 )	32,493	6
7900	Profit before tax	266,771	51	274,228	55
7950	Income tax expenses (Note 22)	51,694	10	76,293	15
8200	Current net income	215,077	41	197,935	40

(Continued on next page)

21 -

(continued)

Code		2025		2024
		Amount	%	Amount	%
8310	Other comprehensive income
8311	Items not reclassified into profit and loss:
8316	Remeasurement of defined benefit plan (Note 18)	$ 416	-	$ 1,997	-
8320	Unrealized profit and loss on valuation of equity instruments at FVTOCI (Notes 8 and 19)	( 10,871 )	( 2 )	-	-
8349	Share of other comprehensive income of subsidiaries and associates accounted for using the equity method (Notes 11 and 19)	( 3,348 )	( 1 )	( 8,856 )	( 2 )
8300	Income tax related to items not subject to reclassification (Note 22)	2,091	1	( 399 )	-
8500	Other comprehensive income - current	( 11,712 )	( 2 )	( 7,258 )	( 2 )
9710	Earnings per share (Note 23)
9810	Basic	$ 1.23		$ 1.13
	Dilution	$ 1.23		$ 1.13

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

Chairman: Su Chien-I

President: Weng Hua-Li

Vice President: Chen Wen-Long

Head of Accounting: Lin Wan-Yi

Tonlin Department Store Co., Ltd.
Standalone Statement of Changes in Equity
From January 1 to December 31, 2025 and 2024
Unit: NTD thousand

Code		Common share capital	Additional paid-in capital	Retained earnings (Notes 8, 18 and 19)				Other items of equity (Notes 8 and 19) Unrealized gains/losses on financial assets at FVTOCI	Total Equity
				State	19	Statutory reserves	Special reserves
A1	Balance as of January 1, 2024	$ 1,754,030	$ 59,689	$ 489,459	$ 589,042	($ 264,112)	$ 814,389	($ 38,050)	$ 2,590,058
Appropriation and distribution of 2023 earnings
B13	Compensation for Losses from Legal Reserve	-	-	( 85,304 )	-	85,304	-	-	-
B17	Reversal of special reserves	-	-	-	( 178,808 )	178,808	-	-	-
Total appropriation and distribution of 2023 earnings		-	-	( 85,304 )	( 178,808 )	264,112	-	-	-
C15	Distribution of cash dividends from capital reserve	-	( 59,689 )	-	-	-	-	-	( 59,689 )
D1	2024 net income	-	-	-	-	197,935	197,935	-	197,935
D3	2024 other comprehensive income - after tax	-	-	-	-	1,598	1,598	( 8,856 )	( 7,258 )
D5	2024 total comprehensive income	-	-	-	-	199,533	199,533	( 8,856 )	190,677
Z1	Balance on December 31, 2024	1,754,030	-	404,155	410,234	199,533	1,013,922	( 46,906 )	2,721,046
Appropriation and distribution of 2024 earnings
B1	Provision for statutory reserves	-	-	19,953	-	( 19,953 )	-	-	-
B3	Provision for special reserves	-	-	-	8,857	( 8,857 )	-	-	-
B5	Cash dividends on common shares	-	-	-	-	( 166,633 )	( 166,633 )	-	( 166,633 )
Total appropriation and distribution of 2024 earnings		-	-	19,953	8,857	( 195,443 )	( 166,633 )	-	( 166,633 )
D1	2025 net income	-	-	-	-	215,077	215,077	-	215,077
D3	2025 Other comprehensive income after tax	-	-	-	-	333	333	( 12,045 )	( 11,712 )
D5	2025 total comprehensive income	-	-	-	-	215,410	215,410	( 12,045 )	203,365
Q1	Disposal of financial assets at fair value through other comprehensive income.	-	-	-	-	22	22	-	22
Z1	Balance on December 31, 2025	$ 1,754,030	$ -	$ 424,108	$ 419,091	$ 219,522	$ 1,062,721	($ 58,951 )	$ 2,757,800

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

Chairman: Su, Chien-Yi
General Manager: Weng, Hua-Li
Deputy General Manager: Chen, Wen-Long
Accounting Officer: Lin, Wan-Yi

Tonlin Department Store Co., Ltd.
Standalone Cash Flow Statement
From January 1 to December 31, 2025 and 2024
Unit: NTD thousand

Code	CASH FLOWS FROM OPERATING ACTIVITIES	2025	2024
A00010	Profit before tax	$ 266,771	$ 274,228
A20010	Adjustments for:
A20100	depreciation expense	76,153	76,308
A20200	Amortization	805	1,318
A20400	Net loss (gain) on financial assets at FVTPL	4,866	( 19,162 )
A20900	Financial costs	54,124	47,830
A21200	Interest income	( 5,499 )	( 6,537 )
A21300	Dividend income	( 4,841 )	( 3,628 )
A22400	Share of profit from subsidiaries and associates accounted for using the equity method	( 7,771 )	( 1,237 )
A22500	Loss (gain) on disposal and disposition of property, plant and equipment	6	161
A23100	Net gain on disposal of financial assets	( 11,679 )	( 34,406 )
A23900	Unrealized gains on subsidiaries	-	99,981
A30000	Changes in operating assets and liabilities
A31115	Financial assets mandatory to be carried at FVTPL	( 51,689 )	174,906
A31150	Trade receivable	4,203	6,087
A31180	Other receivables	( 1,381 )	1,376
A31200	Inventories	-	11,104
A31230	Prepayments and other current assets	( 11,743 )	8,265
A31240	Lease receivable	4,277	( 3,227 )
A32130	Note payable	10,478	( 16,859 )
A32150	Accounts payable	( 3,787 )	6,649
A32180	Other payables	( 2,478 )	( 959 )
A32220	Accrued expenses	2,465	5,422
A32230	Other current liabilities	93	572
A32240	Net defined benefit liabilities	( 188 )	( 79 )
A33000	Cash inflow from operating activities	323,185	628,113
A33100	Interest received	5,424	6,537
A33200	Dividends received	4,799	3,628

(To be continued)

24 -

(Brought forward)

Code		2025	2024
A33300	Interest paid	($ 53,514)	($ 48,751)
A33500	Income tax paid	( 79,318)	( 75,294)
AAAA	Net cash inflow from operating activities	200,576	514,233
	Cash flows from investing activities
B00010	Acquisition of financial assets at FVTOCI	( 11,500)	( 22,786)
B00020	Disposal of financial assets at fair value through other comprehensive income.	431	-
B00040	Acquisition of financial assets measured at amortized cost	( 330,000)	-
B01800	Acquisition of equity-accounted investments	( 23,540)	-
B02700	Acquisition of property, plant and equipment	( 305)	( 720)
B03700	Decrease in refundable deposits	40	1,830
B04500	Acquisition of intangible assets	( 320)	-
B05500	Disposal of investment property	-	197,126
B07100	Increase in prepayments for equipment	( 1,726)	-
B07200	Increase (decrease) in equipment purchase payable	( 111)	111
B07300	Increase in prepayment for land purchase	( 5,650)	-
B07600	Dividends received from subsidiaries and associated companies	4,974	4,572
BBBB	Net cash inflow (outflow) from investing activities	( 367,707)	180,133
	Cash flows from financing activities
C00200	Decrease in short-term borrowings	( 60,000)	( 214,000)
C01600	Proceeds from long-term borrowings	4,673,000	5,368,000
C01700	Repayments of long-term borrowings	( 4,240,000)	( 4,910,000)
C03100	Increase (decrease) in deposits received	( 636)	6,486
C04020	Lease principal repayment	( 636)	( 464)
C04500	Payment of cash dividends	( 166,633)	( 59,689)
C05400	Acquisition of shares of subsidiaries	-	( 900,000)
CCCC	Net cash inflow (outflow) from financing activities	205,095	( 709,667)
EEEE	Net increase (decrease) in cash and cash equivalents	37,964	( 15,301)
E00100	Opening balance of cash and cash equivalents	86,076	101,377
E00200	Closing balance of cash and cash equivalents	$ 124,040	$ 86,076

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

Chairman: Su, Chien-Yi
General Manager: Weng, Hua-Li
Deputy General Manager: Chen, Wen-Long
Accounting Officer: Lin, Wan-Yi

Attachment 5

Independent Auditors' Report

Tonlin Department Store Co., Ltd.

Auditors' opinions

We have audited the accompanying consolidated balance sheet of Tonlin Department Store Co., Ltd. and subsidiaries (collectively referred to as Tonlin Group) as at December 31, 2025 and 2024, and the consolidated statement of comprehensive income, consolidated statement of changes in shareholders' equity, consolidated cash flow statement, and notes to consolidated financial statements (including summary of significant accounting policies) for the periods from January 1 to December 31, 2025 and 2024.

In our opinion, the major issues of said financial statements prove to have been duly worked out in accordance with and Guidelines Governing the Preparation of Financial Reports by Securities Issuers", and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and International Financial Reporting Standards Interpretations Committee's Interpretations (IFRSIC) and Standing Interpretation Committee's Interpretative Announcement (SIC) recognized and issued into effect by the Financial Supervisory Commission, Executive Yuan (FSC), presenting fairly the consolidated financial position of Tonlin Group on December 31, 2025 and 2024 and the consolidated results of financial performance and consolidated cash flow for the periods starting from January 1 till December 31, 2025 and 2024.

Basis of the audit opinion

26 -

Tonlin Group when performing their duties. We believe that the evidence obtained provide an adequate and appropriate basis for our opinion.

Key audit issues

Key audit issues are matters that we considered to be the most important, based on professional judgment, when auditing the 2025 consolidated financial statements of Tonlin Group. These issues have already been addressed when we audited and formed our opinions on the consolidated financial statements. Therefore, we do not provide opinions separately for individual issues.

Key audit issues concerning the 2025 consolidated financial statements of Tonlin Group are as follows:

Impairment assessment of investment properties

As of December 31, 2025, the net carrying amount of Tonlin Group’s investment properties located in Xinzhuang District was NT$1,670,746 thousand, representing approximately 26% of total consolidated assets and having a material impact on the consolidated financial statements. The management follows IAS 36 - “Impairment of Assets” and assesses investment properties for signs of impairment at the end of each reporting period. Assets that exhibit any sign of impairment will have recoverable amount estimated in order to determine the amount of impairment. However, considering that real estate prices are affected by several factors including government policy, economic cycle, and market supply/demand, and that impairment assessment requires subjective judgments, major estimates, and assumptions from the management, we have identified impairment assessment of investment properties as a key audit issue. Accounting policy on impairment assessment of investment properties, uncertainties associated with accounting estimates and assumptions, and related disclosures can be found in Notes 4, 5, and 16 of consolidated financial statements.

The following audit procedures were taken in relation to the key audit issues identified above:

Understanding and testing the design and implementation of key internal control system that is relevant to impairment assessment of investment properties.
Obtaining the independent valuation report used by the management, and evaluating the professional capacity, competence, and objectivity of independent valuers.
Determining the rationality of the valuation method, parameters, and assumptions used in the valuation of investment property and comparing transaction prices of properties in the vicinity.
27 -

Consulting our own experts about the independent valuer's choice of valuation method as well as inputs and historical market data used in the calculation, and making appropriate comparisons to determine the rationality of the assessed price.
Taking count and verifying records of investment properties, and checking title deeds for the lands owned.

Correctness of retail commission income

Tonlin Group reported retail commission income of NT$173,012 thousand in 2025, representing approximately 33% of consolidated operating revenue and having a material impact on the consolidated financial statements. The department store operates by having merchants set up individual retail departments, and Tonlin Group earns a certain percentage or amount from each transaction made by merchants. Under this arrangement, the Company first collects payment from customers then deducts merchant's share of the proceeds and recognizes the remainder as sales revenue. Due to the vast number of merchants and the different commission rates involved, calculation of retail commission income depends heavily on the use of computer system, which we consider to be a key audit issue. Disclosures relating to retail commission income and accounting policy can be found in Notes 4 and 22 of consolidated financial statements.

The following audit procedures were taken in relation to the key audit issues identified above:

Understanding and randomly testing the effectiveness of internal control design and execution for retail commission income.
Making sample checks on current year's Merchant Settlement Master Report to determine whether the commission rates configured on the computer system are consistent with contract terms; and making separate calculations using the commission rate to verify the correctness of retail commission income.

Other Matters

Tonlin Department Store Co., Ltd. has prepared the parent company only financial statements for the years ended December 31, 2025 and 2024, which we have audited, and we also issued the independent auditor's report with unqualified opinions.

Responsibilities of the management and governing body to the consolidated financial statements

Responsibilities of the management were to prepare and ensure fair presentation of consolidated financial statements in accordance with "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the version of International Financial Reporting Standards, International Accounting Standards and interpretations thereof approved and published by the Financial Supervisory Commission, and to exercise proper internal control practices that are

28 -

relevant to the preparation of consolidated financial statements so that the consolidated financial statements are free of material misstatements, whether caused by fraud or error.

The management's responsibilities when preparing consolidated financial statements also involved: assessing the ability of Tonlin Group to operate, disclose information, and account for transactions as a going concern unless the management intends to liquidate Tonlin Group or cease business operations, or is compelled to do so with no alternative solution.

The governing body of Tonlin Group (including the Audit Committee) is responsible for supervising the financial reporting process.

Responsibilities of the auditor when auditing consolidated financial statements

The purposes of our audit were to obtain reasonable assurance of whether the consolidated financial statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. We considered assurance to be reasonable only if it is highly credible. However, audit tasks conducted in accordance with auditing principles do not necessarily guarantee detection of all material misstatements within the consolidated financial statements. Misstatements can arise from fraud or error. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the consolidated financial statement user.

When conducting audits in accordance with auditing principles, we exercised professional judgments and raised professional doubts as deemed. We also performed the following tasks as an auditor:

Identifying and assessing risks of material misstatement within the consolidated financial statements, whether due to fraud or error; designing and executing appropriate response measures for the identified risks; and obtaining adequate and appropriate audit evidence to support audit opinions. Fraud may involve conspiracy, forgery, intentional omission, untruthful declaration, or breach of internal control, and our audit did not find any material misstatement where the risk of fraud is greater than the risk of error.
Developing the required level of understanding on relevant internal controls and designing audit procedures that are appropriate under the prevailing circumstances, but without providing an opinion on the effectiveness of the internal control system of Tonlin Group.
Assessing the appropriateness of accounting policies adopted by the management, and the rationality of accounting estimates and related disclosures made.
Forming conclusions regarding the appropriateness of management's decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of Tonlin Group to operate as a going concern, based on the audit evidence obtained. We are bound to remind users of consolidated financial statements and make
29 -

related disclosures if uncertainties exist in regards to the abovementioned events or circumstances, and amend audit opinions when the disclosures are no longer appropriate. Our conclusions are based on the audit evidence obtained up to the date of audit report. However, future events or change of circumstances may still render Tonlin Group no longer capable of operating as a going concern.

Assessing the overall presentation, structure, and contents of the consolidated financial statements (including related footnotes), and whether certain transactions and events are presented appropriately in the consolidated financial statements.
Obtaining sufficient and appropriate audit evidence on financial information of equity-accounted investments held by the group, and expressing opinions on consolidated financial statements. Our responsibilities as auditor are to instruct, supervise, and execute audits and form audit opinions on the group.

We have communicated with the governing body about the scope, timing, and significant findings (including significant defects identified in the internal control) of our audit.

We have used the communications with the governing unit as the basis to determine the key audit matters to be performed on the 2025 consolidated financial statements of Tonlin Group. These issues have been addressed in our audit report except for: 1. Certain topics that are prohibited by law from disclosing to the public; or 2. Under extreme circumstances, topics that we decided not to communicate in the audit report because of higher negative impacts they may cause than the benefits they bring to public interest.

Deloitte Touche
CPA Chiu, Cheng-Chun
CPA Jeff Chen
Financial Supervisory Commission approval number
Jin-Guan-Zheng-Liu-Zhi No.0930160267
Approval reference of the Financial Supervisory Commission
Jin-Guan-Zhgeng-Shen No.0990031652

March12, 2026

Tonlin Department Store Co., Ltd. and Subsidiaries

Consolidated balance sheet

December 31, 2025 and 2024

Unit: NTD thousand

Code	Asset	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current asset
1100	Cash and cash equivalents (Note 6)	$ 130,647	2	$ 116,279	2
1110	Financial assets at fair value through profit or loss (Note 7)	713,636	11	628,691	11
1136	Financial assets at amortized cost - current (Note 9)	30,000	-	-	-
1172	Accounts receivable (Note 10)	3,142	-	7,345	-
1175	Lease receivable (Note 10)	4,048	-	4,441	-
1200	Other receivables (Notes 10 and 28)	8,879	-	7,389	-
130X	Inventory (Note 11)	123,578	2	125,496	2
1470	Prepayments and other current assets	30,653	1	17,197	-
11XX	Total current assets	1,044,583	16	906,838	15
non-current assets
1517	Financial assets at fair value through other comprehensive income - non-current (Note8)	40,199	1	39,979	1
1535	Financial assets measured at amortized cost - non-current (Notes 9 and 29)	300,000	5	-	-
1550	Investment accounted for using the equity method (Note 13)	194,904	3	172,630	3
1600	Property, plant, and equipment (Notes 14 and 29)	2,000,133	31	2,066,434	35
1755	Right-of-use assets (Note 15)	2,708	-	3,239	-
1760	Investment property, net (Notes 16, 28 and 29)	2,737,642	43	2,741,020	46
1780	Intangible asset	6,672	-	7,157	-
1840	Deferred income tax assets (Note 24)	32,988	1	13,721	-
1935	Long-term lease receivable (Note 10)	11,913	-	15,797	-
1920	Refundable deposits	1,054	-	1,094	-
15XX	Total non-current assets	5,328,213	84	5,061,071	85
1XXX	Total assets	$ 6,372,796	100	$ 5,967,909	100
Code LIABILITIES AND EQUITY
Current liabilities
2100	Short-term borrowings (Notes 9, 14, 16, 17 and 29)	$ 375,000	6	$ 435,000	7
2150	Notes payable (Note 18)	42,626	1	32,355	1
2170	Accounts payable (Note 18)	103,801	1	107,588	2
2209	Accrued expenses (Note 19)	46,108	1	43,137	1
2219	Other payables	2,726	-	4,801	-
2230	Current income tax liabilities (Note 24)	20,659	-	30,416	-
2280	Lease liabilities - current (Note 15)	656	-	635	-
2320	Long-term liabilities, current portion (Notes 14, 16, 17 and 29)	50,000	1	50,000	1
2399	Other current liabilities (Note 22)	17,130	-	8,184	-
21XX	Total current liabilities	658,706	10	712,116	12
non-current liabilities
2540	Long-term borrowings (Notes 9, 14, 16, 17 and 29)	2,685,000	42	2,252,000	38
2572	Deferred income tax liabilities (Note 24)	216,456	4	217,147	3
2580	Lease liabilities - noncurrent (Note 15)	1,828	-	2,484	-
2640	Net defined benefit liabilities - non-current (Note 20)	3,463	-	4,067	-
2645	Guarantee deposits received (Note 22)	49,543	1	59,049	1
25XX	Total non-current liabilities	2,956,290	47	2,534,747	42
2XXX	Total liabilities	3,614,996	57	3,246,863	54
Equity (Notes 8, 20and 21)
3110	Common share capital	1,754,030	27	1,754,030	30
Retained earnings
3310	Statutory reserves	424,108	7	404,155	7
3320	Special reserves	419,091	7	410,234	7
3350	Unappropriated earnings	219,522	3	199,533	3
3300	Total retained earnings	1,062,721	17	1,013,922	17
3400	Other equities	( 58,951 )	( 1 )	( 46,906 )	( 1 )
3XXX	Total equity	2,757,800	43	2,721,046	46
Total liabilities and equity		$ 6,372,796	100	$ 5,967,909	100

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

Chairman: Su Chien-I

President: Weng Hua-Li

Vice President: Chen Wen-Long

Head of Accounting: Lin Wan-Yi

Tonlin Department Store Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
From January 1 to December 31, 2025 and 2024
Unit: NTD thousands, except EPS which is in NTD

Code		2025		2024
		Amount	%	Amount	%
4000	Operating revenues (Notes 22 and 28)	$ 518,348	100	$ 606,041	100
5000	Operating costs (Note 23)	61,378	12	175,011	29
5900	Gross profit	456,970	88	431,030	71
6000	Operating expenses (Notes 20, 23 and 28)	177,865	34	193,863	32
6900	Operating profit	279,105	54	237,167	39
	Non-operating income and expense
7100	Interest income (Note 23)	6,220	1	7,060	1
7010	Other income (Notes 23 and 28)	18,114	3	18,328	3
7020	Other gains and losses (Notes 7 and 23)	10,400	2	53,928	9
7050	Financial costs (Note 23)	( 54,124 )	( 10 )	( 47,830 )	( 8 )
7060	Share of gain/loss from associates accounted for using the equity method (Note 13)	7,056	1	5,575	1
7000	Total non-operating income and expenses	( 12,334 )	( 3 )	37,061	6
7900	Profit before tax	266,771	51	274,228	45
7950	Income tax expenses (Note 24)	51,694	10	76,293	13
8200	Current net income	215,077	41	197,935	32

(To be continued)

32 -

(Brought Forward)

Code		2025		2024
		Amount	%	Amount	%
Other comprehensive income
8310	Items that will not be reclassified subsequently to profit or loss
8311	Remeasurement of defined benefit plan (Note 20)	$ 416	-	$ 1,997	-
8316	Unrealized valuation gain and loss on investment in equity instruments at FVTOCI (Notes 8 and 21)	( 10,871 )	( 2 )	-	-
8320	Share of other comprehensive income from associates accounted for using the equity method (Notes 13 and 21)	( 3,348 )	( 1 )	( 8,856 )	( 1 )
8349	Income tax related to items not subject to reclassification (Note 24)	2,091	1	( 399 )	-
8300	Other comprehensive income - current	( 11,712 )	( 2 )	( 7,258 )	( 1 )
8500	Total comprehensive income - current	$ 203,365	39	$ 190,677	31
Earnings per share (Note 25)
9710	Basic	$ 1.23		$ 1.13
9810	Diluted	$ 1.23		$ 1.13

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

Chairperson: Su, Chien-Yi

General Manager: Weng, Hua-Li

Deputy General Manager: Chen, Wen-Long

Accounting Officer: Lin, Wan-Yi

Tonlin Department Store Co., Ltd. and Subsidiaries
Consolidated Statements of Changes Equity
From January 1 to December 31, 2025 and 2024
Unit: NTD thousand

Code		Share capital	Additional paid-in capital	Retained earnings (Notes 8, 20 and 21)				Other items of equity (Notes 8 and 21) Unrealized gains/losses on financial assets at FVTOCI	Total Equity
				State/city	($ 59,689)	$ 489,459	$ 589,042
A1	Balance as of January 1, 2024	$ 1,754,030	$ 59,689	$ 489,459	$ 589,042	($ 264,112)	$ 814,389	($ 38,050)	$ 2,590,058
	Appropriation and distribution of 2023 earnings
B13	Compensation for Losses from Legal Reserve	-	-	( 85,304 )	-	85,304	-	-	-
B17	Reversal of special reserve	-	-	-	( 178,808 )	178,808	-	-	-
	Total appropriation and distribution of 2023 earnings	-	-	( 85,304 )	( 178,808 )	264,112	-	-	-
C15	Distribution of cash dividends from capital reserve	-	( 59,689 )	-	-	-	-	-	( 59,689 )
D1	2024 net income	-	-	-	-	197,935	197,935	-	197,935
D3	2024 other comprehensive income - after tax	-	-	-	-	1,598	1,598	( 8,856 )	( 7,258 )
D5	2024 total comprehensive income	-	-	-	-	199,533	199,533	( 8,856 )	190,677
Z1	Balance on December 31, 2024	1,754,030	-	404,155	410,234	199,533	1,013,922	( 46,906 )	2,721,046
	Appropriation and distribution of 2024 earnings
B1	Provision for statutory reserves	-	-	19,953	-	( 19,953 )	-	-	-
B3	Provision for special reserves	-	-	-	8,857	( 8,857 )	-	-	-
B5	Cash dividends on common shares	-	-	-	-	( 166,633 )	( 166,633 )	-	( 166,633 )
	Total appropriation and distribution of 2024 surplus.	-	-	19,953	8,857	( 195,443 )	( 166,633 )	-	( 166,633 )
D1	2025 net income	-	-	-	-	215,077	215,077	-	215,077
D3	2025 Other comprehensive income after tax	-	-	-	-	333	333	( 12,045 )	( 11,712 )
D5	2025 total comprehensive income	-	-	-	-	215,410	215,410	( 12,045 )	203,365
Q1	- Disposal of equity instruments at FVTOCI	-	-	-	-	22	22	-	22
Z1	Balance on December 31, 2025	$ 1,754,030	$ -	$ 424,108	$ 419,091	$ 219,522	$ 1,062,721	($ 58,951 )	$ 2,757,800

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

Chairman: Su, Chien-Yi
General Manager: Weng, Hua-Li
Deputy General Manager: Chen, Wen-Long
Accounting Officer: Lin, Wan-Yi

Tonlin Department Store Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
From January 1 to December 31, 2025 and 2024
Unit: NTD thousand

Code	CASH FLOWS FROM OPERATING ACTIVITIES	2025	2024
A00010	Pre-tax profit for the current period	$ 266,771	$ 274,228
A20010	Adjustments for:
A20100	depreciation expense	76,159	76,315
A20200	Amortization	805	1,318
A20400	Net loss (gain) on financial assets at FVTPL	4,691	( 19,241 )
A20900	Financial costs	54,124	47,830
A21200	Interest income	( 6,220 )	( 7,060 )
A21300	Dividend income	( 5,018 )	( 3,628 )
A22300	Share of gain from associated companies accounted using the equity method	( 7,056 )	( 5,575 )
A22500	Loss (gain) on disposal and disposition of property, plant and equipment	6	161
A23100	Net gain on disposal of financial assets	( 15,889 )	( 34,406 )
A23700	Provision (reversal) of impairment loss on non-financial assets	1,918	( 9,656 )
A30000	Changes in operating assets and liabilities
A31115	Financial assets mandatory to be carried at FVTPL	( 73,747 )	84,905
A31150	Trade receivable	4,203	6,087
A31180	Other receivables	( 1,381 )	1,336
A31200	Inventories	-	124,453
A31230	Prepayments and other current assets	( 11,730 )	10,075
A31240	Lease receivable	4,277	( 3,226 )
A32130	Note payable	10,271	( 17,327 )
A32150	Accounts payable	( 3,787 )	6,649
A32180	Other payables	( 1,964 )	( 960 )
A32220	Accrued expenses	2,362	2,200
A32230	Other current liabilities	76	588
A32240	Net defined benefit liabilities	( 188 )	( 79 )
A33000	Cash inflow from operating activities	298,683	534,987
A33100	Interest received	6,145	7,060
A33200	Dividends received	4,976	3,628

(To be continued)

35 -

(continued)

Code		2025	2024
A33300	Interest paid	($ 53,514)	($ 45,580)
A33500	Income tax paid	( 79,310)	( 75,294)
AAAA	Net cash inflow from operating activities	176,980	424,801
	Cash flows from investing activities
B00010	Acquisition of financial assets at FVTOCI	( 11,500)	( 22,786)
B00020	Disposal of financial assets at fair value through other comprehensive income.	431	-
B00040	Acquisition of financial assets measured at amortized cost	( 330,000)	-
B01800	Acquisition of equity-accounted investments	( 23,540)	-
B02700	Acquisition of property, plant and equipment	( 305)	( 720)
B03700	Decrease in refundable deposits	40	1,830
B04500	Acquisition of intangible assets	( 320)	-
B05400	Acquisition of investment property	-	( 610,795)
B07100	Increase in prepayments for equipment	( 1,726)	-
B07200	Increase (decrease) in equipment purchase payable	( 111)	111
B07300	Increase in prepayments for land purchase	( 5,650)	-
B07600	Dividends received from associated companies	4,974	4,572
BBBB	Net cash outflow from investing activities	( 367,707)	( 627,788)
	Cash flows from financing activities
C00200	Decrease in short-term borrowings	( 60,000)	( 214,000)
C01600	Proceeds from long-term borrowings	4,673,000	5,368,000
C01700	Repayments of long-term borrowings	( 4,240,000)	( 4,910,000)
C03100	Increase (decrease) in deposits received	( 636)	6,486
C04020	Lease principal repayment	( 636)	( 464)
C04500	Payment of cash dividends	( 166,633)	( 59,689)
CCCC	Net cash inflow from financing activities	205,095	190,333
EEEE	Net increase (decrease) in cash and cash equivalents	14,368	( 12,654)
E00100	Opening balance of cash and cash equivalents	116,279	128,933
E00200	Closing balance of cash and cash equivalents	$ 130,647	$ 116,279

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

Chairman: Su, Chien-Yi

General Manager: Weng, Hua-Li

Deputy General Manager: Chen, Wen-Long

Accounting Officer: Lin, Wan-Yi

Attachment 6

Tonlin Department Store Co., Ltd.

Earnings Distribution Table 2025

Unit: NT$

Beginning unappropriated earnings	$ 4,090,309
Plus: Current net income	215,076,867
Disposal of equity instruments at fair value through other comprehensive income, with cumulative gains/losses transferred directly to retained earnings	21,260
Actuarial gain/loss on defined benefit plan	332,978
Unappropriated earnings after adjustment	219,521,414
Less: provision for statutory reserves (10%)	(21,543,111)
Plus: reversal of special reserves previously provided according to Article 41 of the Securities and Exchange Act	(12,044,878)
Undistributed Earnings Available for Distribution for the Current Period	185,933,425
Distributions
Shareholders' cash dividends (NT$1.04 per share)	182,419,120
Closing unappropriated earnings	$ 3,514,305

Note: 1. Distributions proposed for the current period will be allocated from 2025 earnings after tax as a priority.
2. Appropriation of 2024 earnings, as shown above, has been resolved during the Board of Directors meeting held on March 12, 2026.

Chairman: Su Chien-I
President: Weng Hua-Li
Vice President: Chen Wen-Long
Head of Accounting: Lin Wan-Yi

Attachment 7

Tonlin Department Store Co., Ltd.

Comparison Table of Existing and Amended “Rules of Procedure for Shareholders’ Meetings”

Amended clauses	Original clauses	Cause of amendment
Article 2: Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholders Service of Public Companies, the Company's organization of a shareholders’ meeting by means of a visual communication network shall be expressly defined in the Articles of Incorporation and subject to resolution by the Board of Directors. Meanwhile, the organization of a shareholders’ meeting by means of a visual communication network shall be adopted per the resolution rendered by a majority of directors at a meeting attended by two-thirds or more of the total number of directors.
When change the method of convening shareholders’ meeting, the Board’s resolution shall be adopted, and no changes shall be made after the shareholders’ meeting notice is sent.	Article 2: Unless otherwise provided by law or regulation, the Company's shareholders’ meetings shall be convened by the board of directors.
When change the method of convening shareholders’ meeting, the Board’s resolution shall be adopted, and no changes shall be made after the shareholders’ meeting notice is sent.
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.
In addition, 15 days before the date of the shareholders’ meeting, the Company 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 the Company and the professional shareholder services agent designated thereby	Amended to conform with regulations.

Amended clauses	Original clauses	Cause of amendment
The Company shall, no later than 30 days prior to a annual general meeting or 15 days prior to a special shareholders’ meeting, prepare electronic files containing the shareholders’ meeting notice, proxy form, documentation supporting proposals for ratification, explanations of discussion proposals, details regarding the election or removal of directors, a shareholders’ meeting handbook, and supplementary materials, and transmit them to the MOPS. The Company shall prepare the agenda and supplemental materials for the shareholders’ meeting 15 days prior to the meeting date and make them available for shareholders to review at any time. These materials shall also be available for inspection at the Company and its designated professional shareholder services agent. The agenda handbook and meeting supplemental information in the preceding paragraph, shall be provided to the shareholders for reference on the date of the shareholders’ meeting in the following manners:
1. For the physical shareholders’ meeting, such information shall be distributed at the site of the meeting.	as well as being distributed on-site at the meeting place.
The agenda handbook and meeting supplemental information in the preceding paragraph, shall be provided to the shareholders for reference on the date of the shareholders’ meeting in the following manners:
1. For the physical shareholders’ meeting, such information shall be distributed at the site of the meeting.
2. When convening a video-assisted shareholders’ meeting, the information shall be distributed at the meeting venue and transmitted electronically to the video conference platform.
3. Where a shareholders’ meeting is convened in the manner of video conference, such information shall be transmitted to the video conference platform as the electronic files.

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Amended clauses	Original clauses	Cause of amendment
2. For the video-assisted shareholders’ meeting, such information shall be distributed at the site of the meeting, and transmitted to the video conference platform as the electronic files.
3. Where a shareholders’ meeting is convened in the manner of video conference, such information shall be transmitted to the video conference platform as the electronic files.
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.
The election or discharge of directors, amendments to the articles of incorporation, capital reduction, application for suspension of public offering, approval of directors’ competing interests, conversion of earnings to capital, conversion of reserves to capital, dissolution of the company, mergers, spin-offs, or matters under Article 185, paragraph 1, of the Company Act; Article 26-1 and Article 43-6 of the Securities and Exchange Act; and Article 56-1 and Article 60-2 of the Regulations Governing the

40 -

Amended clauses	Original clauses	Cause of amendment
Offering and Issuance of Securities by Corporations must be listed in the meeting agenda with a detailed description of their main content and cannot be raised as ad hoc motions.
The reasons for convening the shareholders' meeting include a full slate of director elections and the date of assumption of office.
Once the director elections are completed at the meeting, the date of assumption of office cannot be changed by any proposal or other means during that same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit a proposal for consideration at an annual general meeting, but only one proposal per shareholder will be accepted, and any proposal containing more than one item will not be included on the agenda. In addition, if a shareholder proposal falls under any of the conditions listed in subparagraphs of Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors may choose not to include it on the agenda.
Shareholders may submit proposals to encourage the company to advance public welfare or fulfill its corporate social responsibility. Procedurally, these proposals are limited to one

41 -

Amended clauses	Original clauses	Cause of amendment
per shareholder in accordance with Article 172-1 of the Company Act; any proposals exceeding this limit will not be included on the agenda. The Company shall announce the procedures for shareholders to submit proposals, including written and electronic methods, acceptance locations, and the acceptance period no later than ten days before the record date for determining shareholders eligible to attend the annual general meeting. A proposal submitted by shareholders must not exceed 300 words; proposals exceeding this limit will not be included on the agenda. The shareholder who submits the proposal must attend the annual general meeting in person or by proxy to participate in the discussion. The Company shall notify the proposing shareholder(s) of the outcome of the review before sending out the notice of the shareholders’ meeting, and include any proposals that meet the requirements of this article in the notice. The board should explain the reasons for excluding certain shareholder proposals from the agenda at the shareholders' meeting.
Article 6. When the Company convenes a shareholders’ meeting via video conference, the notice of the	Article 6. When the Company convenes a shareholders’ meeting via video conference, the notice of the	Amended to conform

42 -

Amended clauses	Original clauses	Cause of amendment
meeting shall specify the following matters:
1. The method for shareholders to attend the video conference and exercise of their rights.
2. The handling method when the video conference platform or participation in the manner of video conference fails due to force majeure, such as natural disasters or incidents, and the follows shall be at least included:
(1) Time and date for the postponement or re-convention when the aforesaid continual failure that cannot be eliminated and thus a postponement or re-convention is required.
(2) The shareholders have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.
(3) Where the Company convenes the video-assisted shareholders’ meetings, and when the video meeting is discontinued, if the total attending shares still meet the statutory quorum for shareholders’ meeting commencement after deducting these shares held by the shares attending the meeting via	meeting shall specify the following matters:
1. The method for shareholders to attend the video conference and exercise of their rights.
2. The handling method when the video conference platform or participation in the manner of video conference fails due to force majeure, such as natural disasters or incidents, and the follows shall be at least included:
(1) Time and date for the postponement or re-convention when the aforesaid continual failure that cannot be eliminated and thus a postponement or re-convention is required.
(2) The shareholders have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.
(3) Where the Company convenes the video-assisted shareholders’ meetings, and when the video meeting is discontinued, if the total attending shares still meet the statutory quorum for shareholders’ meeting commencement after deducting these shares held by the shares attending the meeting via video	with regulations.

43 -

Amended clauses	Original clauses	Cause of amendment
video conference, the meeting shall continue; the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders’ meeting.
(4) The handling method where the results of all proposal are announced but the Extraordinary Motions are not proceeded.
3. Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified. Unless otherwise provided in Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least online connection facilities and necessary assistance, and clearly state the application period and other relevant precautions.	conference, the meeting shall continue; the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders’ meeting.
(4) The handling method where the results of all proposal are announced but the Extraordinary Motions are not proceeded.
3. Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.

44 -

Amended clauses	Original clauses	Cause of amendment
Article 11. Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topic, shareholder ID (or the attendance ID serial) and shareholder's name. The order of shareholders' comments is determined by the chairperson.
Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated in the opinion slip, the actual comments expressed shall be taken into record.
Shareholders cannot speak for more than two times, for 5 minutes each, on the same topic without the consent of the chairperson. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
While a shareholder is speaking, other shareholders can not speak simultaneously or interfere in any way unless agreed by the chairperson and the person speaking. The chairperson shall restrain any person who violates this process.
Where a corporate shareholder has appointed two or more representatives to attend the	Article 11. Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topic, shareholder ID (or the attendance ID serial) and shareholder's name. The order of shareholders' comments is determined by the chairperson.
Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated in the opinion slip, the actual comments expressed shall be taken into record.
Shareholders cannot speak for more than two times, for 5 minutes each, on the same topic without the consent of the chairperson. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
While a shareholder is speaking, other shareholders can not speak simultaneously or interfere in any way unless agreed by the chairperson and the person speaking. The chairperson shall restrain any person who violates this process.
Where a corporate shareholder has appointed two or more representatives to attend the	Misspelled words corrected.

45 -

Amended clauses	Original clauses	Cause of amendment
shareholder meeting, only one representative may speak per motion.
After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.
Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of video conference may inquire with text through the video conference platform of the meeting from the time the chair announces the meeting commencement till its adjournment. No more than two inquiries shall be raised for each proposal, and the maximum length is 200 words. Paragraphs 1 to 5 are not applicable.
Where the inquiries in the preceding paragraph not violating the requirements, or within the scope of agenda, it is advisable to disclose the inquiries at the video conference platform of the meeting for the public knowledge.	shareholder meeting, only one representative may speak per motion.
After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.
Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of video conference may inquire with text at the video conference platform of the meeting since the chair announcing the meeting commencement till the adjournment. No more than two inquiries shall be raised for each proposal, and the maximum length is 200 words. Paragraphs 1 to 5 are not applicable.
Where the inquiries in the preceding paragraph not violating the requirements, or within the scope of agenda, it is advisable to disclose the inquiries at the video conference platform of the meeting for the public knowledge.
Article 13 (Paragraphs 1 to 5 omitted)
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.	Article 13 (Paragraphs 1 to 5 omitted)
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.	Amended to conform with regulations.

46 -

Amended clauses	Original clauses	Cause of amendment
If the shareholders' meeting includes proposals for director elections where the number of candidates exceeds the number of available seats, proposals for the removal of directors, or proposals falling under Article 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, or the subparagraph 1, Paragraph 2, Article 24 and the subparagraph 1, Paragraph 2, Article 26 of the Financial Holding Company Act, the chairperson is advised to appoint an attorney-at-law, CPA or notary public as a scrutineer. The person designated by the chairperson under the preceding paragraph may not serve as a director, manager, or employee of the Company or any of its affiliated companies, nor may they be responsible for matters related to the voting procedure. The scrutineer shall supervise the voting and counting processes and sign the election results sheet. If scrutineers are appointed as specified in Paragraph 7, the minutes of the shareholders' meeting must state the names and job titles of the scrutineers. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting.	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. Where the Company convenes the video shareholders' meetings, the shareholders attending in the manner of video conference shall vote via the video conference platform to each proposal and election after the Chairman declares the meeting commencement. Such voting shall be completed before the Chairman declares the end of voting; anyone misses the deadline is deemed abstention. Where the Company convenes the video shareholders' meetings, the votes shall be calculated at once upon the end of voting declared by the chair, and announce the results of voting or elections. Where the Company convenes the video-assisted shareholders' meetings, the shareholders who already have registered to attend the meeting in the manner of video conference pursuant to Article 5, but then intend to attend the off-

47 -

Amended clauses	Original clauses	Cause of amendment
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.

Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of video conference shall vote via the video conference platform to each proposal and election after the Chairman declares the meeting commencement. Such voting shall be completed before the Chairman declares the end of voting; anyone misses the deadline is deemed abstention.

Where the Company convenes the video shareholders’ meetings, the votes shall be calculated at once upon the end of voting declared by the chair, and announce the results of voting or elections.

Where the Company convenes the video-assisted shareholders’ meetings, the shareholders who already have registered to attend the meeting in the manner of video conference pursuant to Article 5, but then intend to attend the off-line shareholders’ meeting in person, shall withdraw the registration in the same manner of registration two days prior to the | line shareholders’ meeting in person, shall withdraw the registration in the same manner of registration two days prior to the shareholders’ meeting date; these who miss the deadline may only attend the shareholders’ meeting in the manner of a video conference. These who exercise the vote in the manner of writing or electronic method, without withdrawing their expressions of intents, and attending the meeting in the manner of video conference, other than the Extraordinary Motions, must not exercise the votes to the original proposal, propose any amendment to the original proposal, or exercise the votes to the amendment to the original proposal. | |

48 -

Amended clauses	Original clauses	Cause of amendment
shareholders’ meeting date; these who miss the deadline may only attend the shareholders’ meeting in the manner of a video conference. These who exercise the vote in the manner of writing or electronic method, without withdrawing their expressions of intents, and attending the meeting in the manner of video conference, other than the Special Motions, must not exercise the votes to the original proposal, propose any amendment to the original proposal, or exercise the votes to the amendment to the original proposal.
Article 22. Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties to attend in the manner of video conference. Unless otherwise provided in Paragraph 6 of Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall provide shareholders with at least online connection facilities and necessary assistance, and clearly state the application period and other relevant precautions.	Article 22. Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties to attend in the manner of video conference.	Amended to conform with regulations.

49 -

Amended clauses	Original clauses	Cause of amendment
Article 23. These Rules shall take effect upon approval by the shareholders’ meeting, and the same shall apply to any amendments.
Approved on June 14, 2022.
The first revision was made on June 16, 2026.	Article 23. These Rules shall take effect upon approval by the shareholders’ meeting, and the same shall apply to any amendments.
Approved on June 14, 2022.	Added the date of revision.

50 -

Attachment 8

Tonlin Department Store Co., Ltd.

Comparison of Existing and Amended the Operational Procedures of the Acquisition and Disposal of Assets

Amended clauses	Original clauses	Cause of amendment
Article 6 Operating Procedures for Acquisition or Disposal of Assets:
I. Appraisal and Operating Procedures
In acquiring and disposing of assets, the related circulation procedures including the internal control system shall be complied with.
II. Determination Procedures for the Transaction Terms and Authorized Limits
(I) For acquiring or disposing of real-property or its right-of-use assets, the publicly announced current value, appraised value, and the prices of completed transactions involving neighboring shall be referred to determine the transaction terms and price, and the analysis report shall be prepared to be submitted to the Chairman. For the amount at NT$10 million (inclusive) or	Article 6 Operating Procedures for Acquisition or Disposal of Assets:
I. Appraisal and Operating Procedures
In acquiring and disposing of assets, the related circulation procedures including the internal control system shall be complied with.
II. Determination Procedures for the Transaction Terms and Authorized Limits
(I) For acquiring or disposing of real-property or its right-of-use assets, the publicly announced current value, appraised value, and the prices of completed transactions involving neighboring shall be referred to determine the transaction terms and price, and the analysis report shall be prepared to be submitted to the Chairman. For the amount at NT$10 million (inclusive) or	Amendment s shall be made in accordance with the Company's practical needs.

Amended clauses	Original clauses	Cause of amendment
lower, such transactions shall be approved by the Chairman and report to the soonest board meeting; for transaction price over NT$10 million, the approval of the board of directors must be obtained before engaging.
(II)For acquiring or disposing of other equipment (e.g. project level or renovation of certain area), the Company may select either price comparison, negotiation, or tender; transactions with amount under NT$10 million (inclusive), the approval of each level shall be obtained as required by the authority procedures; if exceeding NT$10 million, the approval of the board of directors shall be obtained before engaging.
(III)For securities transactions conducted on a centralized trading market or at a securities firm’s place of business, the responsible unit	lower, such transactions shall be approved by the Chairman and report to the soonest board meeting; for transaction price over NT$10 million, the approval of the board of directors must be obtained before engaging separately.
(II)For acquiring or disposing of other equipment (e.g. project level or renovation of certain area), he Company may select either price comparison, negotiation, or tender; transactions with amount for NT$3 million (inclusive) or under, or NT$10 million (inclusive) or under for project level or renovation of certain area, the approval of each level shall be obtained as required by the authority procedures; if exceeding NT$3 million or NT$10 million, the approval of the Chairman, and then the approval of the board of directors shall be

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Amended clauses	Original clauses	Cause of amendment
shall determine the transaction based on market conditions. If the total investment amount is within NT$500 million, such transactions shall be approved by the Chairman under the authorization of the Board of Directors and reported at the next board meeting, accompanied by an analysis report on unrealized gains or losses of the securities. The investment in subordinated debt of companies affiliated with the financial holding group, or securities investments of specific individuals in a centralized trading market or at a securities firm’s place of business, must be approved by the Board of Directors (investments under NT$12 million (inclusive) require the Chairman’s approval). The total investment amount referred to in Item 1 of this	obtained before engaging. (III)For securities transactions conducted on a centralized trading market or at a securities firm’s place of business, the responsible unit shall determine the transaction based on market conditions. If the total investment amount is within NT$350 million, such transactions shall be approved by the Chairman under the authorization of the Board of Directors and reported at the next board meeting, accompanied by an analysis report on unrealized gains or losses of the securities. Its total investment amount was NT$350 million, excluding the original investment amount of securities acquired pursuant to Paragraph 4 that are later converted into securities tradable on a centralized trading market or at a

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Amended clauses	Original clauses	Cause of amendment
subparagraph is NT$350 million, excluding the following circumstances:
1. The money market funds issued by domestic securities investment trust enterprises.
2. Proposals submitted for approval to the Chairman or the Board of Directors as stipulated in Item 2 of this subparagraph.
3. The original investment amount of securities acquired pursuant to the subparagraph 4 that are later converted into securities tradable on a centralized trading market or at a securities firm’s place of business.
(IV) For securities transactions not conducted on a centralized trading market or at a securities firm’s business premises, the most recent financial	securities firm’s place of business.
(IV) For securities transactions not conducted on a centralized trading market or at a securities firm’s business premises, the most recent financial statements of the target company, audited and signed off or reviewed by a CPA, shall first be obtained as a reference for evaluating the transaction price.
Factors such as net asset value per share, profitability, and future development potential shall be considered in preparing an analysis report to be submitted to the Chairman. If the amount is NT$12 million or less (inclusive), it shall be submitted for the Chairman’s approval and reported at the next board meeting thereafter; if it exceeds NT$12 million, it must also be approved by the

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Amended clauses	Original clauses	Cause of amendment
statements of the target company, audited and signed off or reviewed by a CPA, shall first be obtained as a reference for evaluating the transaction price. Factors such as net asset value per share, profitability, and future development potential shall be considered in preparing an analysis report to be submitted to the Chairman. If the accumulated amount obtained from the same counterparty within one year is NT$12 million or less (inclusive), it shall be submitted for the Chairman’s approval and reported at the next board meeting thereafter; if it exceeds NT$12 million, it must also be approved by the board before proceeding. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction.	board before proceeding. (V)For acquiring or disposing of membership cards or intangible assets, the Company shall prepare the analysis reports by referring to the fair market value or experts’ evaluation reports, and submit the reports to the Chairman. The transactions with amount for NT$3 million (inclusive) or under, the approval of each level shall be obtained as required by the authority procedures; if exceeding NT$3 million, the approval of the Chairman, and then the approval of the board of directors shall be obtained before engaging. III. Execution Units 1.Long- and short-term equity investments or claim investments, real properties and derivatives: the Board of Directors or the authorized directors, Administration

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Amended clauses	Original clauses	Cause of amendment
Those already approved by the Board of Directors under this provision need not be counted again.

(V)For acquiring or disposing of membership or intangible asset, the Company shall prepare the analysis reports by referring to the fair market value or experts’ evaluation reports, and submit the reports to the Chairman. The transactions with amount for NT$10 million (inclusive) or under, the approval of each level shall be obtained as required by the authority procedures; if exceeding NT$10 million, approval of the board of directors shall be obtained before engaging.

III. Execution Units

(I) Long- and short-term equity investments or claim investments, real properties and derivatives: | Department and Finance Department.

Other equipment: User’s units and related accountable units. | |
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Amended clauses		Original clauses		Cause of amendment
The Board of Directors
or the authorized
directors,
Administration
Department and
Finance Department.

(II) Other equipment:
User’s units and
related accountable
units. | | | | |
| Article 29 | Under any of the following
circumstances, the Company,
when acquiring or disposing of
assets, shall publicly announce
and report the relevant
information on the FSC's
designated website in the
appropriate format as prescribed
by regulations within 2 days
counting inclusively from the
date of occurrence of the event:

I. Acquisition or disposal of
real property or right-of-
use assets thereof from or
to a related party, or
acquisition or disposal of
assets other than real
property or right-of-use
assets thereof from or to a
related party where the
transaction amount reaches
20 percent or more of paid-
in capital, 10 percent or
more of the company's
total assets, or NT$300 | Article 29 | Under any of the following
circumstances, the Company,
when acquiring or disposing of
assets, shall publicly announce
and report the relevant
information on the FSC's
designated website in the
appropriate format as prescribed
by regulations within 2 days
counting inclusively from the
date of occurrence of the event:

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Amended clauses	Original clauses	Cause of amendment
million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

II. Merger, demerger, acquisition, or transfer of shares.

III. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.

IV. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:

(I) The paid-in capital is less than NT$10 billion, the transaction amount | or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

II. Merger, demerger, acquisition, or transfer of shares.

III. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.

(I) The paid-in capital is less than NT$10 billion, the transaction amount | |

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Amended clauses	Original clauses	Cause of amendment
(II) reaches NT$500 million or more.
The paid-in capital is at least NT$10 billion but less than NT$50 billion, and the transaction amount reaches at least NT$1 billion.

(III) The paid-in capital exceeds NT$50 billion, and the transaction amount is more than 5% of the Company’s paid-in capital.

V. Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million; among such cases, if the public company has paid-in capital of NT$10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the transaction counterparty is | reaches NT$500 million or more.

(II) The paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

VI. Where land is acquired under an arrangement on | |

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Amended clauses	Original clauses	Cause of amendment
not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more.
VI. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
VII. The amount of government bonds, general corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) listed on the stock exchange or traded through a securities firm’s place of business, where the company’s paid-in capital reaches NT$50 billion or more, which do	engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
VII. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
(I) Transaction of domestic government bonds or the foreign government bonds

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Amended clauses	Original clauses	Cause of amendment
not fall under the exceptions outlined in the subparagraph VIII and are transacted with unrelated parties, reaches 5% or more of the Company’s paid-in capital.

VIII. Where an asset transaction other than any of those referred to in the preceding seven subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

(I) Transaction of domestic government bonds or the foreign government bonds with rating no lower than Taiwan’s sovereign rating.

(II) Where done by professional investors-securities trading on securities exchanges, or subscription of | (II) with rating no lower than Taiwan’s sovereign rating.

Where done by professional investors-securities trading on securities exchanges, or subscription of foreign government bonds, or ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of ETN or subscription by a securities firm of securities as necessitated by its undertaking | |

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Amended clauses	Original clauses	Cause of amendment
foreign government bonds, or ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of ETN or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.	(III) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
The amount of transactions above shall be calculated as follows:
I. The amount of any individual transaction.
II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
III. The cumulative transaction amount of acquisitions and disposals (cumulative

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Amended clauses	Original clauses	Cause of amendment
(III) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The amount of transactions above shall be calculated as follows:

I. The amount of any individual transaction.

II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

III. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

IV. The cumulative transaction amount of acquisitions and disposals (cumulative | acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

IV. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. | |

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Amended clauses	Original clauses	Cause of amendment
acquisitions and disposals, respectively) of the same security within the preceding year.
"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.
When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the	When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.
When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

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Amended clauses	Original clauses	Cause of amendment
date of knowing of such error or omission.
When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.
Article 32
For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
If the Company’s shares have no par value or a par value other than NT$10 per share, the transaction amount provisions in these procedures relating to 20% of the paid-in capital shall be calculated as 10% of the equity attributable to the parent company’s owners; the transaction amount provisions relating to 5% of the paid-in capital shall be calculated as 2.5% of the equity attributable	Article 32
For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
In the case of a company whose shares have no par value or a par value other than NT$10-for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion,	The amendments were made in response to the amendments to laws and regulations.

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Amended clauses	Original clauses	Cause of amendment
to the parent company’s owners; the transaction amount provisions relating to paid-in capital of NT$10 billion shall be calculated as NT$20 billion of equity attributable to the parent company’s owners; and the transaction amount provisions relating to paid-in capital of NT$50 billion shall be calculated as NT$100 billion of equity attributable to the parent company’s owners.	NT$20 billion of equity attributable to owners of the parent shall be substituted.
Article 35
The Procedures were established on June 25, 1992.
Amended on May 24, 1995.
Amended on December 19, 1995.
Amended on March 26, 1997.
Amended on November 12, 1999.
Amended on February 12, 2001.
Amended on June 6, 2003.
Amended on June 13, 2007.
Amended on June 15, 2010.
Amended on June 5, 2012.
Amended on June 4, 2014.
Amended on June 3, 2015.
Amended on June 7, 2017.
Amended on June 7, 2018.
Amended on June 28, 2019.
Amended on June 14, 2022.
Amended on June 24, 2024.
Amended on June 26, 2025.
Amended on June 16, 2026.	Article 35
The Procedures were established on June 25, 1992.
Amended on May 24, 1995.
Amended on December 19, 1995.
Amended on March 26, 1997.
Amended on November 12, 1999.
Amended on February 12, 2001.
Amended on June 6, 2003.
Amended on June 13, 2007.
Amended on June 15, 2010.
Amended on June 5, 2012.
Amended on June 4, 2014.
Amended on June 3, 2015.
Amended on June 7, 2017.
Amended on June 7, 2018.
Amended on June 28, 2019.
Amended on June 14, 2022.
Amended on June 24, 2024.
Amended on June 26, 2025.	Added amended dates.

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Appendix 1

Tonlin Department Store Co., Ltd.

Directors' Shareholding

(I) Minimum shareholding required from all directors and quantity shown in shareholders registry:

Title	Required shareholding	Quantity shown in shareholders registry
Director	10,524,180 shares	34,900,544 shares

Note: Book closure start date: April 18, 2026

(II) Details of directors' shareholding

Title	Name	Quantity shown in shareholders registry	Remarks
Chairman	Su Chien-I	4,961,075 shares
Director	JIN DUO LIH ENTERPRISES PTY. LTD.	22,936,442 shares	Representative: Weng Chun-Chih
Weng Ju-I
Weng Hua-Ting
Weng Hua-Li
Director	Jih-I Investment Co., Ltd.	5,002,000 shares	Representative: Huang Chung-Sheng
Director	Su Chien-Hsing	2,001,027 shares
Independent Director	Lu Yu-Ting	0 shares
Independent Director	Yang Wen-Ching	0 shares
Independent Director	Zhan Wei-Ren	0 shares

Note: Book closure start date: April 18, 2026

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Appendix 2

Tonlin Department Store Co., Ltd.
Rules of Procedure for Shareholders' Meetings

Article 1. The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2. Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.

When change the method of convening shareholders' meeting, the Board's resolution shall be adopted, and no changes shall be made after the shareholders' meeting notice is sent.

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.

In addition, 15 days before the date of the shareholders' meeting, the Company 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 the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The agenda handbook and meeting supplemental information in the preceding paragraph, shall be provided to the shareholders for reference on the date of the shareholders' meeting in the following manners:

For the physical shareholders' meeting, such information shall be distributed at the site of the meeting.
For the video-assisted shareholders' meeting, such information shall be distributed at the site of the meeting, and transmitted to the video conference platform as the electronic files.
Where a shareholders' meeting is convened in the manner of video conference, such information shall be transmitted to the video conference platform as the electronic files.

Article 3. 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 the Company 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.

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After a proxy form has been delivered to the Company, 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 the Company 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.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting via video conference, a written notice of proxy cancellation shall be submitted to the Company 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.

Article 4. The venue for a shareholders meeting shall be the premises of the Company, 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

When the Company convenes the video shareholders' meetings, the restrictions of convention location in the preceding paragraph does not apply.

Article 5. The Company shall specify the shareholders, proxy solicitors, proxy agents ("shareholders" hereafter), time and location for shareholder registration in the meeting notice as well as other matters requiring 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. The time during which shareholder attendance registrations will be accepted at the video conference platform shall be at least 30 minutes prior to the time the meeting commences. The shareholders accepted are deemed attend the shareholders' meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company 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.

An attendance log shall be prepared to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence.

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.

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Where the Company convenes the video shareholders' meetings, and shareholders intend to attend in the manner of video conference shall register with the Company two day prior to the meeting date.

Where the Company convenes the video shareholders' meetings, the Company shall upload the agenda handbook, annual reports and other related information to the video conference platform for the shareholders' meeting the video conference platform for the shareholders' meeting, at least 30 minutes prior to the meeting, and retain the disclosure of such until the meeting ends.

Article 6. Where the Company convenes the video shareholders' meetings, the meeting notice shall specify the following matters:

The method for shareholders to attend the video conference and exercise of their rights.
The handling method when the video conference platform or participation in the manner of video conference fails due to force majeure, such as natural disasters or incidents, and the follows shall be at least included:

(1) Time and date for the postponement or re-convention when the aforesaid continual failure that cannot be eliminated and thus a postponement or re-convention is required.
(2) The shareholders have not registered to attend the first shareholders' meeting must not attend the postponed or re-convened meeting.
(3) Where the Company convenes the video-assisted shareholders' meetings, and when the video meeting is discontinued, if the total attending shares still meet the statutory quorum for shareholders' meeting commencement after deducting these shares held by the shares attending the meeting via video conference, the meeting shall continue; the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders' meeting.
(4) The handling method where the results of all proposal are announced but the Extraordinary Motions are not proceeded.
3. Where the Company convenes the video shareholders' meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.

Article 7. Shareholder meetings that are convened by the board of directors shall be chaired by the Chairman. If the Chairman is on leave or is unable to exercise duties for any reason, the Vice Chairman will act on behalf; if there is no Vice Chairman or if the Vice Chairman is also on leave or is unable to exercise duties for any reason, the Chairman may appoint one managing director to assume acting duty; if no delegate is appointed by the Chairman, one shall be appointed among or directors. When a director serves as chair,

70 -

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. 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.

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

Article 8. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the proceedings of the shareholders meeting. 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 the Company convenes the video shareholders' meetings, the Company shall record and retain the records of the registration, enrollment, acceptance, inquiries, voting, and the results of vote calculation, and continuously record the video conference thoroughly, both audio and video.

The records and audio- and video recordings in the preceding paragraphs shall be properly retained during the Company's survival period, and the audio- and video recordings are provided to the organizer of the video conference for custody.

Where the Company convenes the video shareholders' meetings, the Company is advised to record the backend operation interface of the video conference platform, both audio- and video.

Article 9. Attendance in a shareholder meeting are calculated based on the number of shares represented. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in 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. 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. Where the Company convenes the video shareholders' meetings, the Company shall announce the meeting adjournment at the video conference platform.

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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. Where the Company convenes the video shareholders' meetings, and shareholders intend to attend in the manner of video conference shall register again with the Company per Article 5.

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 Special 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 above rule also applies to shareholder meetings that are convened by any entitled party other than the board of directors.

In either of the two arrangements described above, the chairperson can not dismiss the meeting while a motion (including Special Motion) is still in progress. If the chairperson violates shareholder conference rules by calling for adjournment when it is not allowed to do so, other board members shall rapidly assist the attending shareholders to elect another chairperson with the support of more than half of voting rights represented on-site to continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or Special Motions put forward by the shareholders; when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11. Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topic, shareholder ID (or the attendance ID serial) and shareholder's name. The order of shareholders' comments is determined by the chairperson.

Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated in the opinion slip, the actual comments expressed shall be taken into record.

Shareholders cannot speak for more than two times, for 5 minutes each, on the same topic without the consent of the chairperson. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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While a shareholder is speaking, other shareholders can not speak simultaneously or interfere in any way unless agreed by the chairperson and the person speaking. The chairperson shall restrain any person who violates this process.

Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.

After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.

Where the Company convenes the video shareholders' meetings, the shareholders attending in the manner of video conference may inquire with text at the video conference platform of the meeting since the chair announcing the meeting commencement till the adjournment. No more than two inquiries shall be raised for each proposal, and the maximum length is 200 words. Paragraphs 1 to 5 are not applicable.

Where the inquiries in the preceding paragraph not violating the requirements, or within the scope of agenda, it is advisable to disclose the inquiries at the video conference platform of the meeting for the public knowledge.

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 the Company, 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.

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 13. When the Company 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 Special Motions

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and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of Special 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, 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 the Company'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. When voting, the chair may determine that votes are cast on each separate proposal in the agenda, or votes may be casted in several times or at once for all proposals (election proposal included), but counted separately.

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. However, if any solution is passed, all other proposals shall be deemed rejected and no further voting is necessary.

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.

Where the Company convenes the video shareholders' meetings, the shareholders attending in the manner of video conference shall vote via the video conference platform to each proposal and election after the Chairman declares the meeting commencement. Such voting shall be completed before the Chairman declares the end of voting; anyone misses the deadline is deemed abstention.

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Where the Company convenes the video shareholders' meetings, the votes shall be calculated at once upon the end of voting declared by the chair, and announce the results of voting or elections.

Where the Company convenes the video-assisted shareholders' meetings, the shareholders who already have registered to attend the meeting in the manner of video conference pursuant to Article 5, but then intend to attend the off-line shareholders' meeting in person, shall withdraw the registration in the same manner of registration two days prior to the shareholders' meeting date; these who miss the deadline may only attend the shareholders' meeting in the manner of a video conference.

These who exercise the vote in the manner of writing or electronic method, without withdrawing their expressions of intents, and attending the meeting in the manner of video conference, other than the Special Motions, must not exercise the votes to the original proposal, propose any amendment to the original proposal, or exercise the votes to the amendment to the original proposal.

Article 14. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

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 recording shall be retained until the conclusion of the litigation.

Article 15. 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 the Company.

Where the Company convenes the video shareholders' meetings, other than the matters to be recorded as required in the preceding paragraph, the starting and ending time of the shareholders' meeting, convention method of the meeting, names of the chair and record-keeper, and the handling method when the video conference platform or participation in the manner of video conference fails due to disasters, incidents or other force majeure, and the handling status shall be specified.

Where the Company convenes the video shareholders' meetings, other than complying with the preceding paragraph, the minutes shall also specify the alternatives for the shareholders having difficulties to attend in the manner of video conference.

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Article 16. On the date of a shareholders meeting, the Company shall compile a statistical statement in the prescribed format detailing the number of shares solicited and the number of shares represented by proxies, and shall clearly display it at the meeting venue. If the shareholders meeting is held via video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the meeting begins and maintain the disclosure throughout the meeting.

Where the Company convenes the video shareholders' meetings, the total shares held by the shareholders attending the meeting shall be disclosed at the video conference platform. If the total shares and voting rights of the attending shareholders are counted during the meeting, the same applies.

Article 17. Staff handling the shareholders meeting shall wear identification cards or armbands.

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

If a shareholder violates the procedure rules, obstructs the progress of the meeting, and refuses to comply with the chair's instructions; the chair may direct the guard or security personnel to ask the shareholder to leave the venue.

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 Special 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 shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19. Where the shareholders' meetings are convened in the manner of video conference, the Company shall disclose the voting result of each proposal and election results at the video conference platform for the shareholders' meeting, and retain the disclosure at least 15 minutes after the chair declares adjournment.

Article 20. When the Company convenes the video shareholders' meetings, the chair and the record-keeper shall be at the same location within Taiwan. The chair shall announce the address of this location.

Article 21. Where the shareholders' meeting is convened in the manner of video conference, the Company may provide the shareholders with a simple connection test, and the related

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services before and during the meeting in real-time, to help to handle technical problems of communications.

Where the shareholders’ meeting is convened in the manner of video conference, the chair, when declaring the meeting commencement, shall also declare the events not requiring postponement or re-convention specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; before the chair declares the adjournment, in the event where the video conference platform or the participation in the video conference fails for 30 minutes or more due to nature disasters, incidents, or other force majeure, the date of the shareholders’ meeting postponed to, or re-convened shall be within five days, and Article 182 of the Company Act shall not apply.

Where the meeting is to be postponed or re-convened as specified in the preceding paragraph, the shareholders have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.

For the meeting is to be postponed or re-convened as specified in Paragraph 2, the shareholders who registered to attend the original meeting via the video conference, and have completed the acceptance, but not attend the postponed or re-convened meeting, their attending shares at the original meeting, the exercised voting right and election right, shall be counted into the total shares, voting rights, and election rights of the attending shareholders in the postponed or re-convened meeting.

The postponement or re-convention of shareholders’ meetings conducted per Paragraph 2 needs not again discuss and resolve the proposal that have completed voting and vote calculation, with the announcement of voting results, or the list of elected directors.

Where the Company convenes the video-assisted shareholders’ meetings, and when the video meeting is discontinued as specified in Paragraph 2 and the total attending shares still meet the statutory quorum for shareholders’ meeting commencement, the postponement or re-convention of the meeting per Paragraph 2 is not required.

Under the circumstances to continue the meeting as specified in the preceding paragraph, the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders’ meeting.

Where the Company postpones or re-convenes any shareholders’ meeting as specified in Paragraph 2, the pre-requisite operations shall be conducted based on the original shareholders’ meeting date, and pursuant to Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For the periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Paragraph 2 of Article 44-5, Article 44-15, Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of

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Public Companies, the Company shall proceed on the date of the postponed or reconvened shareholders’ meeting per Paragraph.

Article 22. Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties to attend in the manner of video conference.

Article 23. The Principles are enforced upon the approval of the shareholders’ meeting; the same applies to the amendments.

Approved on June 14, 2022.

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Appendix 3

Tonlin Department Store Co., Ltd.

Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is incorporated in accordance with The Company Act, and has been named Tonlin Department Store Co., Ltd.

Article 2 The Company's industry classifications are

F301010 Department Stores.
F301020 Supermarkets.
F401010 International Trade.
F501060 Restaurants.
G202010 Parking area Operators.
H701010 Housing and Building Development and Rental.
H703100 Real Estate Leasing.
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company may offer guarantee to external parties as needed for business activities, subject to the Company's endorsement and guarantee procedures.

Article 4 The Company is headquartered in Taipei City, and may establish domestic or foreign branches subject to board of directors' approval.

Article 5 Public announcements shall be duly made in accordance with the methods described in Article 28 of The Company Act.

Chapter 2 Shares

Article 6 The Company may become a limited liability shareholder of other companies; its total investments are not subject to the "40% paid-up capital" restriction imposed under Article 13 of The Company Act, but the amount is to be determined by board of directors of the Company.

Article 7 The Company has an authorized capital of NT$3 billion in 300 million shares. Each share has a face value of NT$10. The Board of Directors is authorized to issue this capital in multiple offerings.

Article 7-1 Pursuant to laws, of the employee share subscription warrants and new shares issued, or treasury shares transferred to employees by the Company, certain proportion shall be reserved to be subscribed by the employees; employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements, entitled to receive restricted stock for employees. The Board of Directors is authorized to prescribe such qualifications and subscription methods.

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Article 7-2 After the approval of at least two-thirds of the voting rights represented at a shareholders' meeting attended by shareholders representing a majority of the total issued shares, the Company may transfer the treasury shares to, or issue employee share subscription warrants to employees, at the price lower than the price for buying back such shares, or the price lower than the closing price of this Company stocks as of the issue date.

Article 8 Share certificates of the Company shall be issued with the signature or seal of director(s) capable of representing the Company and with the certification of a bank that is legally permitted to act as a share certificate certifier. Shares of the Company may be issued in non-tangible form, subject to registration with Taiwan Depository & Clearing Corporation.

Article 9 Unless otherwise specified by law and securities regulations, issues concerning transfer of share ownership, pledge of shares, loss of share certificate, ownership inheritance, gifting, loss/change of seal, change of address, and share-related affairs shall be handled according to “Regulations Governing the Administration of Shareholder Services of Public Companies.”

Article 10 Transfer of share ownership shall be suspended during the 60 days prior to an annual general shareholders' meeting, or during the 30 days prior to an extraordinary shareholders' meeting, or during the 5 days prior to the baseline date of dividend, profit sharing, or rights distribution.

Chapter 3 Shareholders' Meetings

Article 11 The Company holds two types of shareholder meeting: the annual general shareholders' meeting and extraordinary shareholders' meeting. The annual general shareholders' meeting is held once a year within six months by the Board of Directors after the end of an accounting period, whereas extraordinary shareholders' meetings may be held whenever deemed necessary, subject to compliance with the relevant laws.

Article 12 Convention of an annual general shareholders' meeting shall be communicated to shareholders with details including date, venue and agenda at least 30 days in advance, or 15 days in advance for extraordinary shareholders' meetings.

Article 12-1 A shareholders' meeting can be held by means of video conference or other methods promulgated by the central competent authority. For adopting video conference, the requirements to be met, operational procedures and other matters to be followed, shall comply with the regulations of the securities competent authorities, if any.

Article 13 If a shareholder is unable to attend the shareholders' meeting in person, a proxy can be appointed by completing the Company's proxy form and by specifying the scope of delegated authority. However, a proxy may not represent more than 3% of total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from calculation. Matters

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concerning the use of proxy form shall also comply with "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."

Article 14 Unless otherwise regulated by laws, shareholders shall be entitled to one voting right for every share held.

Article 15 Except otherwise regulated by the Company Act, a shareholders’ meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and that the motion is voted in favor by more than 50% of all voting rights represented at the meeting.

The Company’s shareholders may also vote using electronic means. Shareholders who vote using the electronic method are considered to have attended the shareholder meeting in person. Electronic voting shall proceed as regulated by law.

Article 16 Shareholders’ meetings that are convened by the Board of Directors shall be chaired by the Chairman; if the Chairman is absent, a person of acting duty shall be appointed according to Article 208 of the Company Act. For shareholders’ meetings that are convened by any authorized party other than the Board of Directors, the convener shall chair the meeting. If two or more parties are equally eligible to serve as convener, one shall be elected among themselves to serve as convener.

Article 17 Shareholders’ meeting resolutions shall be compiled into detailed minutes, signed or sealed by the chairperson, and disseminated to each shareholder by no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.

Distribution of meeting minutes, as mentioned in Paragraph 1, may proceed by way of public announcement.

Chapter 4 Directors

Article 18 The Company shall have 9 to 11 directors who are elected using the nomination system from the list of director candidates presented during the shareholders’ meeting. Directors shall serve a term of 3 years, which is renewable if re-elected. The minimum number of shares to be held in aggregate of all board members shall comply with the rules of the authority.

The number of directors mentioned above shall include no fewer than three independent directors. Independent directors shall be elected during shareholder meeting from the list of nominated candidates using the nomination system. Restrictions concerning independent directors’ eligibility, shareholding, concurrent employment, nomination, method of election and all other compliance issues are governed by relevant laws of the authority.

The Company shall comply with Article 14-4 of the Securities and Exchange Act by assembling an Audit Committee that consists entirely of independent directors. All matters relating to the Audit Committee, its members, and exercise of duties shall comply with rules of the securities authority.

Article 19 If the board loses more than one-third of its directors or if independent directors are entirely dismissed, the Board of Directors shall convene an extraordinary

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shareholders’ meeting within 60 days to elect new members for the shortfall. In which case, the newly elected members shall serve the remaining term of the existing board.

Article 20 The Board of Directors shall appoint one Chairman during a board meeting with more than two-thirds of directors present, and with the support of more than half of all attending directors. The Chairman serves as the Company's representative to the outside world.

Article 21 Convention of a Board of Directors meeting must be advised to all directors with detailed agenda at least 7 days in advance. However, meetings can be held in shorter notice in case of emergency.

The abovementioned meeting advice can be delivered via written correspondence, fax, or electronic form.

Article 22 If the Chairman is unable to perform duties due to leave of absence or any reason, a delegate shall be appointed in accordance with Article 208 of the Company Act.

Article 23 Unless otherwise regulated by the Company Act, board resolution is passed only if more than half of total board members are present in a meeting, and with more than half of attending directors voting in favor.

A director who has a personal interest in the matter under discussion at a board meeting shall explain to the board meeting the essential contents of such personal interest.

Directors who are unable to attend personally may appoint other directors to attend on their behalf, by issuing a proxy form detailing the scope of authority delegated to the proxy attendee. Each director can only represent the presence of one other director.

Article 24 Details of board meeting shall be recorded in minutes and signed or sealed by the chairperson. Minutes are to be distributed to directors and supervisors within 20 days after each meeting. The minutes shall contain details including the date and venue of meeting, the name of chairperson, the method of resolution, and the progress and outcome of each motion. The minutes, the attendance log, and proxy forms shall be retained within the Company.

Article 25 The Company may compensate directors regardless of the state of its profitability. The Board of Directors is authorized to determine the level of remuneration based on individual directors' participation and contribution to the Company's operations, and in reference to industry peers.

Directors or shareholders who concurrently serve as employees shall be paid salaries at the same rate as ordinary employees.

The board of directors may purchase liability insurance covering the entire board over the duration of service if necessary, provided that the proposal is raised in a board meeting with more than half of all directors present and supported by more than half of attending directors.

Chapter 5 Managers

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Article 26 The Company shall have one General Manager and numerous Deputy General Manager, assistant manager, and manager positions. Appointment, dismissal, and remuneration of whom shall comply with Article 29 of the Company Act.

Chapter 6 Accounting

Article 27 The Board of Directors shall prepare: (1) A Business Report, (2) Financial statements, and (3) Earnings appropriation or loss reimbursement proposal at the end of each financial year. The above documents shall be presented for acknowledgment during the annual general shareholders’ meeting.

Article 28 If the Company generates a profit in a fiscal year, it shall allocate 0.1%~4% of the profit as employee bonuses, with at least 20% of that amount distributed to rank-and-file employees and no more than 4% allocated as directors’ compensation. However, profits must first be reserved to offset against cumulative losses (including adjustments to unappropriated earnings) if any.

Employee remuneration, as mentioned in the preceding Paragraph, can be paid in cash or in shares. Payments may also be made to employees of subordinate companies that satisfy the eligibility criteria. The above director remuneration can only be paid in cash.

The two decisions above are resolved by the board of directors and reported during the next shareholder meeting.

Article 29 Annual earnings concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserves and provision or reversal of special reserves as the laws may require. Any earnings remaining will be added to unappropriated earnings accumulated from previous years, for which the Board of Directors will propose an earnings appropriation plan and seek resolution in a shareholders’ meeting before distribution.

The Company is bound by laws to make provision for special earnings reserve from unappropriated earnings carried from previous years for any net contra-equity balances accumulated under other contra-equity items in previous years before distributing earnings. If the Company is unable to make adequate provision from unappropriated earnings carried from previous years, the Company shall treat current net income and non-net income items as unappropriated earnings and make provisions accordingly.

Any cash distribution of dividend, profit, statutory reserve, or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholder meeting.

As a conventional department store, the Company experiences no major change in sales volume but foresees moderate growth. After taken into consideration its long-term development plans and goals of maximizing shareholders' interest, the Company

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has adopted a dividend policy that makes consistent payouts primarily in cash. The shareholders' dividends are not lower than 10% of the distributable earnings of the year; of which, cash dividends shall not account for less than 50% of the sum of cash dividends plus stock dividends. However, the Company may forgo dividend payment if distributable earnings amount to NT$0.2 or less in a given year.

Chapter 7 Supplemental Provisions

Article 30 Any matters that are not addressed in the Articles of Incorporation shall be governed by the Company Act and relevant regulations.

Article 31 The Articles of Incorporation was first established on July 5, 1982.

The 1st amendment was made on July 17, 1982.

The 2nd amendment was made on August 3, 1982.

The 3rd amendment was made on December 28, 1982.

The 4th amendment was made on January 31, 1983.

The 5th amendment was made on August 12, 1983.

The 6th amendment was made on August 1, 1984.

The 7th amendment was made on March 25, 1991.

The 8th amendment was made on November 20, 1991.

The 9th amendment was made on June 25, 1992.

The 10th amendment was made on September 21, 1993.

The 11th amendment was made on June 23, 1994.

The 12th amendment was made on May 24, 1995.

The 13th amendment was made on May 15, 1996.

The 14th amendment was made on May 28, 1997.

The 15th amendment was made on June 12, 1998.

The 16th amendment was made on June 13, 2000.

The 17th amendment was made on May 21, 2001.

The 18th amendment was made on June 5, 2002.

The 19th amendment was made on June 4, 2004.

The 20th amendment was made on May 12, 2005.

The 21st amendment was made on May 12, 2006.

The 22nd amendment was made on June 16, 2009.

The 23rd amendment was made on June 15, 2010.

The 24th amendment was made on June 22, 2011.

The 25th amendment was made on June 5, 2012.

The 26th amendment was made on June 4, 2014.

The 27th amendment was made on June 8, 2016.

The 28th amendment was made on June 7, 2018.

The 29th amendment was made on June 28, 2019.

The 30th amendment was made on August 31, 2021.

The 31st amendment was made on June 14, 2022.

The 32nd amendment was made on June 26, 2025.

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Appendix 4

Tonlin Department Store Co., Ltd.
Operational Procedures of the Acquisition and Disposal of Assets

Article 1
These procedures are established pursuant to the Securities and Exchange Act. The Company shall observe the Procedures when acquiring or disposing assets, unless laws and regulations required otherwise. However, where related financial laws and regulations specify otherwise, such shall prevail.

Article 2
The term "assets" as used in these Procedures includes the following:

I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
II. Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.
III. Memberships.
IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets.
V. Right-of-use assets.
VI. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
VII. Derivatives.
VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
IX. Other major assets.

Article 3
Terms used in the Procedures are defined as follows:

I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
II. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.
III. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IV. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
VI. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
VII. Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.

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VIII. Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.

IX. Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

Article 4 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

II. May not be a related party or de facto related party of any party to the transaction.

III. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-disciplinary regulations of the industry association he/she belongs to and the following:

I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

II. When executing a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

III. They shall undertake an item-by-item evaluation of the suitability, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.

IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and suitable, and that they have complied with applicable laws and regulations.

Article 5 Where assets acquired by the company and each subsidiary for business use, they may invest and purchase the real property and right-of-use assets thereof or negotiable securities not for business use, and the limits are specified as following:

I. For the real property and the right-of-use thereof for non-business use, the total amount must not exceed 150% of the Company's net worth; in case of subsidiary, 100%.

II. The total amount invested in negotiable securities must not exceed 200% of the Company's net worth; in case of subsidiary, 150%.

III. The amount invested in a single negotiable security must not exceed 100% of the Company's net worth; in case of subsidiary, 100%.

Article 6 Operational Procedures of the Acquisition and Disposal of Assets:

I. Appraisal and Operating Procedures In acquiring and disposing of assets, the related circulation procedures including the internal control system shall be complied with.

II. Determination Procedures for the Transaction Terms and Authorized Limits

(I) For acquiring or disposing of real-property or its right-of-use assets, the publicly announced current value, appraised value, and the prices of completed transactions involving neighboring shall be referred to determine the transaction terms and price, and the analysis report shall be prepared to be submitted to the Chairman. For the amount at NT$10 million (inclusive) or lower, such transactions shall be approved by the Chairman and report to the soonest board meeting; for transaction price over NT$10 million, the approval of the board of directors must be obtained before en-gaging.

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(II) For acquiring or disposing of other equipment (e.g. project level or renovation of certain area), he Company may select either price comparison, negotiation, or tender; transactions with amount for NT$3 million (inclusive) or under, or NT$10 million (inclusive) or under for project level or renovation of certain area, the approval of each level shall be obtained as required by the authority procedures; if exceeding NT$3 million or NT$10 million, the approval of the Chairman, and then the approval of the board of directors shall be obtained before engaging.

(III) For the negotiable securities traded at securities exchanges or OTC venues, the unit in charge shall determine based on the market research. For the trades with total investment amount within NT$350 million, the Chairman is authorized by the board of directors to approve, and report such in the soonest board meeting, with the analysis report on the unrealized profit/loss of such negotiable securities. Its total investment amount was NT$350 million, excluding the original investment amount of securities acquired pursuant to Paragraph 4 that are later converted into securities tradable on a centralized trading market or at a securities firm’s place of business.

(IV) For securities transactions not conducted on a centralized trading market or at a securities firm’s business premises, the most recent financial statements of the target company, audited and signed off or reviewed by a CPA, shall first be obtained as a reference for evaluating the transaction price. Factors such as net asset value per share, profitability, and future development potential shall be considered in preparing an analysis report to be submitted to the Chairman. If the amount is NT$12 million or less (inclusive), it shall be submitted for the Chairman’s approval and reported at the next board meeting thereafter; if it exceeds NT$12 million, it must also be approved by the board before proceeding.

(V) For acquiring or disposing of membership or intangible assets, the Company shall prepare the analysis reports by referring to the fair market value or experts’ evaluation reports, and submit the reports to the Chairman. The transactions with amount for NT$3 million (inclusive) or under, the approval of each level shall be obtained as required by the authority procedures; if exceeding NT$3 million, the approval of the Chairman, and then the approval of the board of directors shall be obtained before engaging.

III. Execution Units

Long- and short-term equity investments or claim investments, real properties and derivatives: the Board of Directors or the authorized directors, Administration Department and Finance Department.
Other equipment: user’s units and related accountable units.

Article 7

With respect to the Company’s acquisition or disposal of assets that is subject to the approval of the board of directors under the Company’s procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director’s dissenting opinion to the Audit Committee. When a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

The material asset or derivative transactions shall first be approved by one-half or more of all audit committee members and then submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Paragraph 3 and 4 of Article 34.

Article 8

In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

I. Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

II. Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

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III. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

(I) The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount.

(II) The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount.

IV. No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Except where a limited price, specified price, or special price is employed by a construction enterprise as the reference basis for the transaction price, if an appraisal report cannot be obtained in time and there is a legitimate reason for the delay, the report, and the certified public accountant's opinion under Subparagraph 3 of the preceding paragraph, shall be obtained within 2 weeks counting inclusively from the date of occurrence.

Article 9 In acquiring or disposing of negotiable securities, where any of the following circumstance occurs, prior to the date of occurrence of the event, the Company shall obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference. If the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. However, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).

Article 10 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.

Article 10-1 The calculation of the transaction amounts referred to in the preceding three paragraphs shall be done in accordance with Paragraph 2 of Article 29, herein; and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 11 Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 12 When the Company engages in any acquisition or disposal of assets from or to a related party, not only Article 6, the Operational Procedures of the Acquisition and Disposal of Assets shall apply, Articles 13 and 14 are also applied for the resolution procedures and the appraisal for reasonableness of the transaction terms; if the transaction amount reaches 10 percent or more of the company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with Article 8.

The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 10-1 herein.

When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

Article 13 When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters approved by one-half or more of all audit committee members and then submitted to the board of directors for a resolution:

I. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

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II. The reason for choosing the related party as a transaction counterparty.
III. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 14 and Article 15.
IV. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.
V. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
VI. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
VII. Restrictive covenants and other important stipulations associated with the transaction.

With any acquisition and disposal of real property, equipment, or right-of-use assets thereof for business purpose, to be conducted among the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the Company's board of directors may, pursuant to Article 6 to authorize the Chairman to decide such matters and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

I. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
II. Acquisition or disposal of real property right-of-use assets held for business use.

When a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

The matters for which paragraph 1 requires recognition by the supervisors shall first be approved by one-half or more of all audit committee members and then submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Paragraph 3 and 4 of Article 34. Where the Company and the subsidiary not a public company in Taiwan engages a transaction in Subparagraph 1, and the transaction amount reaches 10 percent or more of the public company's total asset, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and submitted to the Board for approval. However, it does not apply to the transactions among the Company, its parent or subsidiaries, or between its subsidiaries.

The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Paragraph 2 of Article 29, herein; and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been submitted to the shareholders' meeting, and approved by the board of directors, and ratified by the Audit Committee, need not be counted toward the transaction amount.

Article 14

The Company, when acquires real property or right-of-use assets thereof from a related party, shall evaluate the reasonableness of the transaction costs by the following means:

I. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
II. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

The Company, when acquires real property or right-of-use assets thereof from a related party, appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.

Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply:

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I. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.

II. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.

III. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.

IV. The Company and its parent company, its subsidiaries, or any subsidiaries in which it directly or indirectly holds 100% of the issued shares or total capital shall acquire right-of-use assets of real property for business use among themselves.

Article 15

When the results of the Company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 16. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

I. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

(I) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

(II) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

II. Where a public company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

Article 16

Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken:

I. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.

II. Independent directors shall comply with Article 218 of the Company Act.

III. Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

The Company, if has set aside a special reserve under the preceding paragraph, may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

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When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms length transaction.

Article 17

The principles and guidelines for the Company engaging in derivatives trading are described below:

(I) Type of transactions:

The derivatives which the Company engages in trading, refer to any trading contracts with worth derived from assets, interest rates, foreign exchange rates, indexes or other interests (such as forward contracts, options, futures, swaps, and the hybrid products consisted by them).
Trading bonds under repurchase agreement may be waived from the Procedures.

(II) Operation strategies: The derivatives trading the Company engages in are mainly the derivatives trading for transaction purpose but not hedging.

(III) Authorized limits and levels:

Engagement and approval of transaction: board of directors or the authorized directors
Limits: the aggregated contract price, at any time, must not exceed 10% of the net worth specified in the financial statement of the latest period of the latest fiscal year.
Determination of maximum loss: the maximum loss for the aggregated contracts or single contract, is 10% of the amount of the aggregated contracts or single contract.

Article 18

When engaging in derivatives trading, the following risk management measures shall be adopted:

I. Credit risk management: the counterparties are limited to these internationally or domestically known financial institutions and their offerings.

II. Market risk management: mainly the public foreign exchange market provided by banks; future market is not considered for now.

III. Liquidity risk management: to ensure the market liquidity, the financial products with higher liquidity (may be squared off in the market anytime) are the main options. The commissioned financial institutions shall have sufficient information and the ability to trade in any market.

IV. Cash flow risk management: to ensure the stable turnover of the operating funds, the Company may only use the funds in had to trade derivatives.

V. Operation risk management: When engaging in derivative trading, personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement; risk measurement, monitoring, and control personnel shall be assigned to a different department that the personnel in the preceding subparagraph and shall report to the board of directors or senior management personnel with no responsibility for trading or position decision-making; and derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the board of directors.

VI. Derivative risk management: the internal trading personnel shall have complete and accurate professional knowledge to derivatives, and the banks are required to disclose risks fully, to avoid the risk of mis-using derivatives.

VII. Legal risk management: the documents signed with financial institution must be reviewed by the professionals in Legal Department or the counselor in advance, to avoid legal risks.

Article 19

Where engaging in derivatives trading, the board of directors shall faithfully supervise and manage such trading in accordance with the following principles:

I. Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk.

II. Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the company's permitted scope of tolerance.

Senior management personnel authorized by the board of directors shall manage derivatives trading in accordance with the following principles:

I. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Regulations and the procedures for engaging in derivatives trading formulated by the company.

II. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; where a company has independent directors, an independent director shall be present at the meeting and express an opinion.

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The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivates trading in accordance with its Procedures for Engaging in Derivatives Trading.

Article 20

The Company, when engaging in derivatives trading, shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under subparagraph 5 of Article 18 and subparagraph 2 of paragraph 1, and subparagraph 1 of paragraph 2, of the preceding article shall be recorded in detail in the log book.

The Company’s internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all Audit Committee shall be notified in writing.

Article 21

The Company, when that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital.

Article 22

When participating in a merger, demerger, acquisition, or transfer of shares, the Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

Article 23

A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

I. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.

II. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.

III. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

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Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding two paragraphs.

Article 24
Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

Article 25
The Company and other companies participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

I. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
II. An action, such as a disposal of major assets, that affects the company's financial.
III. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
IV. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
V. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
VI. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

Article 26
The contract for participation by the Company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:

I. Handling of breach of contract.
II. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
III. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
IV. The manner of handling changes in the number of participating entities or companies.
V. Preliminary progress schedule for plan execution, and anticipated completion date.
VI. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

Article 27
After public disclosure of the information, if the Company and any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.

Article 28
Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 23, Article 24, and Article 27.

Article 29
Under any of the following circumstances, the Company, when acquiring or disposing of assets, shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

I. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NTS300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

II. Merger, demerger, acquisition, or transfer of shares.

III. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.

(I) The paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

(II) The paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

VI. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

VII. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

(I) Transaction of domestic government bonds or the foreign government bonds with rating no lower than Taiwan’s sovereign rating.

(II) Where done by professional investors—securities trading on securities exchanges, or subscription of foreign government bonds, or ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of ETN or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.

(III) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The amount of transactions above shall be calculated as follows:

I. The amount of any individual transaction.

II. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

IV. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.

When acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

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Article 30

Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

I. Change, termination, or rescission of a contract signed in regard to the original transaction.

II. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

III. Change to the originally publicly announced and reported information.

Article 31

The subsidiaries of the Company shall comply with the follows:

I. The subsidiaries shall also establish and implement the “Operational Procedures for Acquisition and Disposal of Assets” pursuant to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

II. Information required to be publicly announced and reported in accordance with Article 29 of acquisitions and disposals of assets by the Company's subsidiary that is not itself a public company in Taiwan shall be reported by the Company.

III. The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and regulatory filing under Article 29, paragraph 1.

Article 32

For the calculation of 10% of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or parent company only financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10-for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.

Article 33

Where any of the Company’s managerial officer or staff in charge violate the Procedures, penalties will be imposed pursuant to the Company’s regulations, depending on the materiality of such violations.

Article 34

The Operating Procedures shall be approved by one-half or more of all Audit Committee members and submitted to the Board for a resolution, and submitted to the shareholders meeting for approval. The same applies to amendments. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee.

When the Operational Procedures for Acquisition and Disposal of Assets are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

The Procedures in the preceding paragraph may be imposed upon the approval of two third or more of all directors, if the approval of the majority of all the Audit Committee members is not obtained; the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting. The terms "all audit committee members" in paragraph 1 and 3 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

Article 35

The Procedures were established on June 25, 1992.

Amended on May 24, 1995.

Amended on December 19, 1995.

Amended on March 26, 1997.

Amended on November 12, 1999.

Amended on February 12, 2001.

Amended on June 6, 2003.

Amended on June 13, 2007.

Amended on June 15, 2010.

Amended on June 5, 2012.

Amended on June 4, 2014.

Amended on June 3, 2015.

Amended on June 7, 2017.

Amended on June 7, 2018.

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Amended on June 28, 2019.
Amended on June 14, 2022.
Amended on June 24, 2024.
Amended on June 26, 2025.

AI assistant

TONLIN — AGM Information 2026

52230_rns_2026-05-11_ae544ef7-916d-4989-9f4e-2f23aa9e5302.pdf

2026 Annual General Meeting Handbook

Table of Contents

Report Items

Ratifications

Discussions

Proposal 1

Proposed by the Board of Directors

Proposal 2

Proposed by the Board of Directors

Extraordinary Motion

Adjournment

(II) Budget execution:

(III) Analysis of financial ratios and profitability:

(IV) R&D status:

III. Business Overview and Future Outlook for 2026

(I) Department store and retail (Taoyuan Branch)

(II) Real estate leasing (Taipei Branch)

(III) Business investments

Attachment 3

Remunerations to ordinary directors and independent directors

Auditors' opinions

Basis of the audit opinion

Key audit issues

Impairment assessment of investment properties

Correctness of retail commission income

Responsibilities of the management and governing body to the standalone financial statements

Responsibilities of the auditor when auditing parent-only financial statements

Auditors' opinions

Basis of the audit opinion

Key audit issues

Impairment assessment of investment properties

Correctness of retail commission income

Other Matters

Responsibilities of the management and governing body to the consolidated financial statements

Responsibilities of the auditor when auditing consolidated financial statements

Tonlin Department Store Co., Ltd.

Earnings Distribution Table 2025

Tonlin Department Store Co., Ltd.

Comparison of Existing and Amended the Operational Procedures of the Acquisition and Disposal of Assets

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders' Meetings

Chapter 4 Directors

Chapter 6 Accounting

Chapter 7 Supplemental Provisions

III. Execution Units

Article 7

Article 8

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TONLIN AGM Information 2026