TSI — AGM Information 2024

Jul 4, 2024

Tze Shin International Co., Ltd. Minutes of 2024 Annual Shareholders' Meeting

Type of Meeting: Physical Meeting

Time : June 25, 2024 (Tuesday) at 9:00 am.

Place: No. 83, Sec. 3, Civic Blvd., Zhongshan Dist., Taipei City, Taiwan (MIRAMAR GARDEN HOTEL TAIPEI 2F )

Attendance: The total number of shares represented by shareholders and proxies present was 98,090,661 shares (among them 92,740,689 shares of voting rights were exercised by electronic means), accounting for 51.89% of the total 189,002,272 shares issued by the Company.

Directors in attendance: Durban Development Co., Ltd. Representative: Chun-Fa Huang, TienPin Development Co., Ltd. Representative: Ming-Tan Hsu, TienPin Development Co., Ltd. Representative: Wei-Te Hsu, Independent Director : Sheng-Yu Liang (Convener of the Audit Committee). (exceeding half of the total number of the Company’s directors which is seven)

Other attendees: Han-Ni Fang, CPA ; Jui- Yuan Chiu, Lawyer

Chairperson: Chairman Chun-Fa Huang Minutes Taker: Yen-Wen Lin

I. Call the Meeting to Order

II. Chairperson's Remarks: Omitted

III. Matters to be Reported:

• (I) 2023 Business Report. (See Attachments)

• (II) 2023 Audit Committee Report. (See Attachments)

(III) Report on distribution of 2023 director and employee remuneration.

1. Article 27 of the Articles of Incorporation states that if the Company has any profits for any fiscal year, it shall allocate 1% as employee remuneration and no more than 1% as director remuneration. The distribution of employee and director remuneration shall be made by the board of directors with the resolution of more than two-thirds of the directors present and the approval of more than half of the directors present, which shall be submitted to the shareholders’ meeting.

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1. The 2023 distribution of remuneration to employees and directors is NT$4,797,028 and NT$4,797,028, respectively. There is no difference between the amount and the amount of expenses recognized in 2023. Both were distributed in cash to the Company's directors (excluding independent directors) and employees (including managers).

2. (IV) Report on 2023 Distribution of Earnings as Cash Dividends.

3. According to the Company's Articles of Incorporation, when dividends are paid in the form of cash, the Board of Directors is authorized to do so with the approval of a majority of directors attending the meeting and at least two-thirds of the directors are present voting to approve the resolution, and the matter shall be reported to the shareholders' meeting.

4. The Company's Board of Directors resolved on March 13, 2024 to distribute cash dividends of NT$2.3 per share from the distributable earnings, totaling NT$434,705,230. Cash dividends shall be rounded down to the nearest NTD, and the fraction less than NTD 1 distributed shall be included in the Company's other income.

5. The cash dividend distribution was approved by the Board of Directors on May 14, 2024; it is proposed to set July 2, 2024 as the ex-dividend trading date, July 8, 2024 as the ex-dividend base date, and July 31, 2024 as the cash dividend date. If there is any change in the date of dividend distribution, it is intended to authorize the chairman to handle such matters.

6. (V) Other reporting topics.

2023 Report on Receipt of Directors’ Remuneration

1. Remuneration payment policies, criteria and composition of profit sharing from earnings, procedures to determine profit sharing from earnings, and their interrelations with business performance and future risks:

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Item Explanation
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nterrelations with business performance and future risks:	nterrelations with business performance and future risks:
Item Explanation
Remuneration policies, standards and packages	I. Fixed expenses of traveling and attendance: Based on the provisions of Article 16-1 of the “Articles of Incorporation”, according to their respective engagement of participation in operation and contribution of individual directors and in consideration of the general market conditions of the industry, directors (including independent directors) will be paid with traveling expenses (also applicable to independent directors), and directors (including independent directors) have not been paid with variable remuneration. Directors who concurrently act as managerial officers shall also be handled in accordance with the regulations on remuneration of managerial officers. II. Remuneration for directors: Accordingto Article 27 of the

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Item	Explanation
	“Articles of Incorporation”, if there is any profit in a particular year, no more than 1% of such profit shall be distributed as remuneration for directors., which is not applicable to independent directors.
Procedures for determining remuneration	I. Based on the survey results of directors’ remuneration among the industry at the end of each year and the evaluation results carried out in accordance with the “Guidelines for Assessment of Performance of Board of Directors”. II. The results of self-assessment of performance of the board of directors, director members and members of each functional committee all reach good and excellent standards. The assessment items include: 1. Engagement in the Company’s operations, 2. Decision-making quality, 3. Responsibility awareness, 4. Continuous education, and 5. Internal control, etc., and only fixed expenses for traveling and attendance will be issued according to the self-assessment results. III. The relevant performance assessment and remuneration rationality of the Company’s directors are regularly evaluated and reviewed by the Remuneration Committee and the board of directors every year. In addition to referring to the individual’s performance achievement rate and contribution to the Company, the Company’s overall operating performance and future risks of the industry, and development trends are also taken into account when reviewing the remuneration system from time to time depending on the actual operating conditions and relevant laws and regulations. Further, after overall consideration of the current corporate governance trend, reasonable remuneration will be distributed to achieve a balance between the Company’s sustainable operation and risk control. IV. The actual amount of the director’s remuneration distributed shall be determined by the board’s meeting after deliberation bythe Remuneration Committee.
Correlation with business performance and future risks	The review of payment standards and systems related to the Company’s remuneration policies is based on the Company’s overall operating conditions as the major consideration. Among the directors’ remuneration, only the director’s remuneration is based on Article 27 of the “Articles of Incorporation”, which stipulates that “If the Company has any profits for any fiscal year, it shall allocate no more than 1% as director remuneration”, which is distributed according to a fixed number of weights and shall have a certain correlation with operating performance, but the level of such correlation in terms of risk of future operation is relativelylow.

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2. Remuneration for directors:

Unit: NT$ thousand

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Profit sharing from earnings for directors who are concurrently Related
Profit sharing from earnings for directors
Percentage of employees Percentage of profit
Severance Business the sum of A Salaries, bonuses, Severance the sum of A to sharing from
Remuneration of
Remuneration Pay/Retirement execution to D in net and special Pay/Retirement Remuneration to employees G in the net earnings
directors
(A) Allowance expenses profit after tax expenses Allowance (G) profit after tax from
(C)
(B) (D) (E) (F) investees
Title Name
All firms disclosed other than
All firms All firms All firms All firms All firms All firms All firms All firms
The company in the financial remuneratio
disclosed disclosed disclosed disclosed disclosed disclosed disclosed disclosed
The The The The The The The statements The n from the
in the in the in the in the in the in the in the in the
company company company company company company company company subsidiaries
financial financial financial financial financial financial financial Cash Stock Cash Stock financial
or the parent
statements statements statements statements statements statements statements amount amount amount amount statements
company
Durban Development 2,617 2,617 2,617 2,617
0 0 0 0 2,617 2,617 0 0 0 0 0 0 0 0 0 0 None
Co., Ltd. 0.56 0.56 0.56 0.56
Chairman [Representative: ] 0 0 0 0 0 0 180 180 180 180 1,377 1,377 0 0 960 0 960 0 2,517 2,517 1,980
Chun-Fa Huang 0.04 0.04 0.54 0.54
Representative: 180 240 180 240
Director 0 0 0 0 0 0 180 240 0 0 0 0 0 0 0 0 160
Chun-Tsao Huang 0.04 0.05 0.04 0.05
TienPin Development 2,180 2,180 2.180 2,180
0 0 0 0 2,180 2,180 0 0 0 0 0 0 0 0 0 0 None
Co., Ltd. 0.47 0.47 0.47 0.47
Vice Representative: 180 480 2,955 3,495
0 0 0 0 0 0 180 480 1,441 1,681 0 0 1,334 0 1,334 0 None
Chairman Ming-Tan Hsu 0.04 0.10 0.63 0.75
Representative: 180 420 180 420
Director 0 0 0 0 0 0 180 420 0 0 0 0 0 0 0 0 None
Wei-Te Hsu 0.04 0.09 0.04 0.09
Independent 375 375 375 375
Director [Sheng-Yu Liang ] 0 0 0 0 0 0 375 375 0.08 0.08 0 0 0 0 0 0 0 0 0.08 0.08 None
Independent 335 335 335 335
Director [Chui-Ming Peng ] 0 0 0 0 0 0 335 335 0.07 0.07 0 0 0 0 0 0 0 0 0.07 0.07 None
Independent 305 305 305 305
Director [Jui-Hsiang Huang ] 0 0 0 0 0 0 305 305 0.07 0.07 0 0 0 0 0 0 0 0 0.07 0.07 None
1. The consolidated net income after tax for 2023 was NT$467,964 thousand, and the Company's directors' remuneration accounted for 1.3958% of the net profit after tax.
2. Except as disclosed in the above Table, the remuneration received by the directors of the Company in the most recent year for providing services (such as serving as a non-employee
consultant of the parent company/all companies in the financial report/reinvested business, etc.): 0.
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IV. Ratification Topics:

Motion 1

[Proposal from Board of Directors]

Subject: Present the Company’s 2023 business report and financial statements for ratification. Description:

• I. The Company’s 2023 annual parent only financial statements and consolidated financial statements (see Attachments) have been audited by CPAs Han-Ni Fang and Chao-Yu Chen from Deloitte & Touche.

• II. The above-mentioned financial statements and business report (see Attachments) have been reviewed and completed by the Audit Committee.

• III. Please ratify.

Resolution: The shareholders present had a total of 94,876,887 votes in voting rights, and the motion was passed.

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% of Attending
Voting Result
Shareholders' Votes
Approval Votes: 82,743,311
87.21 ％
(Including Electronic Votes: 80,611,113)
Disapproval Votes: 108,949
0.11 ％
(Including Electronic Votes: 108,949)
Abstention Votes/No Votes: 12,024,627
12.67 ％
(Including Electronic Votes: 12,020,627)
Invalid Votes: 0 0.00 ％
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Motion 2

[Proposal from Board of Directors]

Subject: The Company’s 2023 proposal for recognition of earnings distribution. Description:

• I. The Company's undistributed earnings at the beginning of the period amounted to NT$153,134,898. After the addition of NT$10,528,164 of accumulated gain on disposal of equity investment measured through other comprehensive income transferred to retained earnings, and the adjustment of retained earnings of NT$848,117 due to investments under the equity method, the decrease in the remeasurement of the defined benefit plan was recognized in the retained earnings for NT$108,462; the 2023 net income after tax was NT$467,964,456, and the legal reserve allocated was NT$47,923,228; the earnings available for current distribution were NT$584,443,945; proposed distribution of shareholders' dividends in accordance with the Company's Articles of Incorporation: Cash dividends - NT$2.3 per share, totaling NT$434,705,230 (See Attachments).

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• II. The cash dividends are distributed proportionately to the nearest NTD, and the fraction less than NTD 1 will be recognized as the Company's other income.

• III. According to the Company's Articles of Incorporation, when dividends are paid in the form of cash, the Board of Directors is authorized to do so with the approval of a majority of directors attending the meeting and at least two-thirds of the directors are present voting to approve the resolution, and the matter shall be reported to the shareholders' meeting.

• IV. The ex-dividend record date and dividend payment date, or if the number of outstanding shares is affected as a result of the repurchase or cancellation of the Company's treasury shares, the Board of Directors is authorized to determine and announce the changes in the dividend rate to shareholders.

• V. Please ratify.

Resolution: The shareholders present had a total of 94,876,887 votes in voting rights, and the motion was passed.

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% of Attending
Voting Result
Shareholders' Votes
Approval Votes: 82,746,440
87.21 ％
(Including Electronic Votes: 80,614,242)
Disapproval Votes: 107,818
0.11 ％
(Including Electronic Votes: 107,818)
Abstention Votes/No Votes: 12,022,629
12.67 ％
(Including Electronic Votes: 12,018,629)
Invalid Votes: 0 0.00 ％
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V. Discussion Topics:

Motion 1

[Proposal from Board of Directors]

Subject: Submit the amendment to the Articles of Incorporation for discussion. Description:

• I. To adjust the remuneration of employees and directors, and the dividend policy, the Company intends to amend some provisions of the Articles of Incorporation. Please refer to the comparison table before and after amendment for the amended content. (See Attachments)

• II. Please discuss.

• Resolution: The shareholders present had a total of 94,876,887 votes in voting rights, and the motion was passed.

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% of Attending
Voting Result
Shareholders' Votes
Approval Votes: 82,748,109
87.21 ％
(Including Electronic Votes: 80,615,911)
Disapproval Votes: 114,748
0.12 ％
(Including Electronic Votes: 114,748)
Abstention Votes/No Votes: 12,014,030
12.66 ％
(Including Electronic Votes: 12,010,030)
Invalid Votes: 0 0.00 ％
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VI. Extraordinary Motions None.

VII. Adjournment The chair declares meeting adjourned. (9:18am on the same day)

(There were no questions raised by the shareholders at this AGM.)

This translated document of the Chinese text is for reference only. If there is any discrepancy between the English version and the Chinese version, the Chinese version prevails.

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Attachments

Tze Shin International Co., Ltd.

Business Report

1. 2023 Business Report

In 2023, due to factors such as high interest rates, high inflation, and China's postpandemic weaker than expected economic performance, the global demand for end products was weak, resulting in a slowdown of manufacturing activities in various countries. In addition, the US-China chip ban, the Russo-Ukrainian war, and the IsraelPalestine conflict to the present. Before it rests, global geopolitics tends to bloc rivalries, which has an impact on global economic development and social stability.

Domestically, the domestic service industry has shown a trend of expansion after the pandemic. The performance of retail, tourism, and personnel transportation industries has improved significantly compared to 2022. However, the slowdown of global trade expansion has not only impacted Taiwan's exports and export orders, but also made enterprises investment affected. Taiwan's economic growth rate showed declines in the fourth quarter of 2022 and the first quarter of 2023, and turned from negative to positive in the second quarter. The annual economic growth rate was 1.31%.

In response to this overall change, the Company has consolidated the nonperforming departments to save expenses. In the transportation business, in response to the volatile international situation and the competitive environment where the industry is faced with eliminating the weak and retaining the strong, the Company adheres to the principles of "Pursuing Excellence, Sustainable Operation" and "Integrity First, Service First", we provide safe, fast, and reliable overall services. We also continue to create differences and implement the spirit of ESG to provide customers with good transportation quality. With the efforts of all employees, the construction business continues to do a good job in quality supervision and cost control, which will contribute significantly to the Company's future growth. After the reinvestment in the "Miramar Garden Taipei" started in November 2022, it took nearly three months to upgrade the equipment in the entire building. The brand-new deluxe guest rooms were re-opened in January 2023 to welcome guests. Travelers have gradually recovered, and the occupancy rate has been close to the pre-pandemic level in the second half of 2023. In addition, the Company continues to invest in quality listed (OTC) stocks for profit.

For 2023, the operating revenue was NT$617,327 thousand, a decrease of NT$112,640 thousand compared with NT$729,967 thousand in the previous year, and the rate of decrease was 15%; the operating loss was NT$47,947 thousand, an increase of NT$32,044 thousand from the net operating loss of NT$15,903 thousand in the previous year; net income was NT$475,831 thousand, a significant improvement from the net loss after tax of NT$245,162 thousand in the previous year.

2. 2024 Business Plan Overview

It is expected that Taiwan's economic growth in 2024 will be mainly supported by consumption and investment, and external demand will recover. In terms of foreign trade, as the global electronics industry has improved and global trade has bottomed out, the

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annual growth rate of Taiwan's exports has recently turned positive, indicating that the strong demand for high-tech products in the United States has driven the global trade to come to an end. The terminal demand is expected to gradually recover. The DirectorateGeneral of Budget, Accounting and Statistics released a forecast that as the world trade volume rebounds, driven by exports, Taiwan's economic growth rate will reach 3.43% this year.

In 2024, the construction department of the Company expects to launch a project in Zhunan Town, Miaoli County, and will carefully look for suitable projects for planning and construction, in order to achieve stable long-term development goals. In addition, the Company combined the cross-industry experience and resources of affiliated companies to expand the scope of investment, pay attention to the development of the green energy industry and ESG issues, strengthen sustainable competitiveness, and create group synergies with a diversified business model, which will create greater benefits for the Company's shareholders in the best interest of all, and thank you for your long-term support and encouragement.

Chairman: Chun-Fa Managerial Officer: Head-Finance & Huang Ming-Tan Hsu Accounting: Hsiu-Chi Chen

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Audit Committee Report

It is hereby certified that

The 2023 business report, parent company only financial statements, consolidated financial statements, and proposal for appropriation for earnings distribution submitted by the board of directors, among which the financial statements have been audited by CPAs Han-Ni Fang and Chao-Yu Chen from Deloitte & Touche, and an audit report has been issued. The above-mentioned documents have been reviewed by the Audit Committee, and it is confirmed that there is no discrepancy. Hence a report is prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.

For

2024 Shareholders’ Meeting of Tze Shin International Co., Ltd.

Tze Shin International Co., Ltd. Convener of the Audit Committee

Sheng-Yu Liang

March 13, 2024

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Independent Auditors’ Report

Shareholders and the Board of Directors of Tze Shin International Co., Ltd.,

Audit opinions

We have reviewed the parent company only balance sheet of Tze Shin International Co., Ltd. as of December 31, 2023 and 2022 and the parent company only statement of comprehensive income, parent company only statement of changes in equity, parent company only statement of cash flows, and notes to parent company only financial statements (including the summary of accounting policies) for the years ended December 31, 2023 and 2022.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its parent company only financial performance and its parent company only cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for the audit opinion

We conducted the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements." We are independent of Tze Shin International Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results, we believe that sufficient and appropriate audit evidence has been obtained in order to serve as the basis for expressing the audit opinion.

Key audit matters

Key audit matters are those, in our professional judgment, the most significant matters in the audit of the 2023 annual parent company only financial statements of Tze Shin International Co., Ltd.. These matters were addressed in our audit of the parent company only financial statements as a whole, and in forming our audit opinion. We do not provide a separate opinion on these matters.

Key audit matters for Tze Shin International Co., Ltd., the Parent Company Only Financial Statements for the year ended December 31, 2023 are stated as follows:

Generation of operating revenue (including operating revenue of subsidiaries invested under the equity method)

Operating revenue is a matter of great concern to the management and investors. The operating income of Tze Shin International Co., Ltd. and its subsidiaries mainly comes from transportation services and the operation of international tourist hotels, among which transportation income accounts for 60% and hence significantly impacts the financial statements of the parent company only for this year. Therefore, we recognized the transportation revenue as a key audit matter during the current year's audit.

We have implemented the main verification procedures for the above key verification items as follows:

1. Understand and test the design and implementation effectiveness of internal controls related to the occurrence of transportation revenue recognition.

2. Select samples from the transportation revenue in 2023, carry out detailed verification tests, check the transaction vouchers and the subsequent payment situation, and confirm the occurrence of revenue recognition.

3. Send the official letter to confirm the balance of the accounts receivable at the end of the year, and implement alternative procedures for those who fail to receive the confirmation reply in time, including checking transaction vouchers and observing the collection status after the period.

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

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

In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.

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

Auditor's responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards in the Republic of China. We also perform the following tasks:

1. Identify and assess the risks of material misstatement arising from fraud or error within the parent company only financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

2. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

3. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

4. Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately present the relevant transactions and events.

6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities within Tze Shin International Co., Ltd. to express an opinion on the parent company only financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on Tze Shin International Co., Ltd.

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The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Company's parent company only financial statements for the year ended December 31, 2023. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte & Touche CPA Han-Ni Fang CPA Chao-Yu Chen

Approval No. of Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No.1090347472

Approval No. of Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No.1110348898

March 13, 2024

Notice to Readers

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

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

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Tze Shin International Co., Ltd. Parent Only Balance Sheets

December 31, 2023 and 2022

Unit: NT$ thousand

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December 31, 2023 December 31, 2022
Code Assets Amount % Amount %
Current assets
1100 Cash (Notes 4 and 6) $ 594,515 19 $ 221,049 9
1110 Financial assets at fair value through profit or loss - current (Notes 4, 7 and 26) 1,107,024 36 1,041,745 41
1120 Financial assets measured at fair values through other comprehensive income - current
(Notes 4, 8 and 26) 147,000 5 139,900 6
1136 Financial assets measured at amortized cost - current (Notes 4, 9 and 26) 50 - 100 -
1150 Net notes receivable (Notes 4, 10, 21 and 25) 70,000 2 2,598 -
1170 Net accounts receivable (Notes 4, 10, 21, and 25) - - 9,902 -
1180 Accounts receivable - related parties, net - - 44 -
1200 Other receivables, net (Notes 4.10 and 27) 24,827 1 908 -
1210 Other receivables - related parties (Notes 4, 12 and 25) 8 - 8 -
1220 Current income tax assets (Notes 4 and 21) 837 - 817 -
1310 Net inventory (Notes IV, 11 and 26) 185,410 6 166,374 7
1479 Other current assets 15,415 1 5,276 -
11XX Total current assets 2,145,086 70 1,588,721 63
non-current assets
1510 Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) - - 383 -
1517 Financial assets at fair value through other comprehensive income - non-current (Notes
4 and 8) 213,898 7 165,926 7
1550 Investment under equity method (Notes 4, 5 and 12) 342,109 11 341,360 13
1600 Property, plant and equipment (Notes 4, 13 and 26) 168,660 6 169,250 7
1755 Right-of-use assets (Notes 3, 4 and 14) 6,159 - 4,183 -
1760 Investment property (Notes 4, 15, 19 and 26) 30,026 1 30,026 1
1780 Intangible assets (Note 4) 84 - 45 -
1840 Deferred income tax assets (Notes 4 and 21) 67,468 2 69,596 3
1920 Refundable deposits 80,699 3 150,748 6
15XX Total non-current assets 909,103 30 931,517 37
1XXX Total assets $ 3,054,189 100 $ 2,520,238 100
Code Financial liabilities and equity
Current liabilities
2150 Notes payable $ - - $ 6,370 -
2170 Accounts payable 18,128 1 6,419 -
2200 Other payables (Notes 17 and 25) 22,048 1 17,377 1
2220 Other payables - related parties 389 - - -
2250 Liability reserves - current (Note 4) - - 133 -
2280 Lease liabilities - current (Notes 3, 4 and 14) 3,003 - 2,982 -
2399 Other current liabilities 3,695 - 6,846 1
21XX Total current liabilities 47,263 2 40,127 2
Non-current liabilities
2570 Deferred tax liabilities - - 11 -
2580 Lease liabilities - non-current (Notes 3, 4 and 14) - - 1,111 -
2640 Net defined benefit liabilities (Notes 4 and 18) 5,621 - 5,358 -
2645 Guarantee deposits 225 - 175 -
25XX Total non-current liabilities - -
5,846 6,655
2XXX Total liabilities 53,109 2 46,782 2
Equity
3110 Ordinary shares 1,890,023 62 1,890,023 75
3200 Capital reserve 20,886 - 20,857 1
Retained earnings
3310 Legal reserve 309,697 10 309,697 12
3350 Unappropriated earnings 632,367 21 153,135 6
3300 Total retained earnings 942,064 31 462,832 18
3400 Other equity 148,107 5 99,744 4
3XXX Total Equity 3,001,080 98 2,473,456 98
Total liabilities and equity $ 3,054,189 100 $ 2,520,238 100
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The accompanying notes form an integral part of the parent company only financial statements.

Chairman: Chun-Fa Huang Managerial Officer: Ming-Tan Hsu

Head-Finance & Accounting: Hsiu-Chi Chen

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Tze Shin International Co., Ltd.

Parent Only Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: NTD thousands; Earnings per share NT$ Earnings (losses) in NTD

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2023 2022
Code Amount % Amount %
4000 Net operating revenue (Notes 4, 19 and
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25) 5000 Operating cost (Notes 11, 20 and 25) 5950 Gross profit Operating expense 6200 Administrative expenses (Notes 22 and 25) 6450 Expected credit impairment loss (Note 4 and 10) 6000 Subtotal 6900 Net operating loss ( Non-operating income and expenses 7100 Interest income 7010 Other income (Note 20) 7020 Other gains and losses (Note 20) 7050 Financial costs (Note 20) ( 7070 Share of profit or loss of subsidiaries and associates accounted for under the equity method 7055 Expected credit impairment loss (Note 10) ( 7000 Subtotal 7900 Net income (loss) before tax 7950 Income tax expenses (gains) (Notes 4 and 21) 8000 Net income (loss) of the year	$ 29,277 24,013 5,264 65,044 1,012 66,056 60,792 ) ( 4,501 357,513 162,116 1,537 ) ( 9,885 1,578 ) ( 530,900 470,108 2,144 467,964	100 82 18 222 4 226 208) ( 15 1,221 554 ( 5 ) ( 34 5) 1,814 ( 1,606 ( 8 ( 1,598 (	$ 127,728 102,550 25,178 54,793 3,095 57,888 32,710) ( 1,423 176,486 411,698 ) ( 118 ) 5,387 - 228,520) ( 261,230 ) ( 1,387) ( 259,843) (	100 80 20 43 2 45 25) 1 138 322 ) - 4 - 179) 204 ) 1) 203)

(Cont’d)

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(Cont’d.)

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2023 2022
Code Amount % Amount %
Other comprehensive income
Not to be reclassified to profit or
loss in subsequent periods:
8311 Re-measurement of defined
benefit plan (Note 18) ( $ 135 ) - $ 2,486 2
8316 Unrealized valuation gains
of investments in equity
instruments measured at
fair value through other
comprehensive income 57,888 198 ( 122,538 ) ( 96 )
8330 Share of other
comprehensive income
of subsidiaries,
associates, and joint
ventures accounted for
under the equity method 1,851 6 ( 4,535 ) ( 4 )
8349 Income tax related to items
not to be reclassified
(Note 23) 27 - ( 497 ) -
8300 Other comprehensive
income of the current
year 59,631 204 ( 125,084 ) ( 98 )
8500 Total comprehensive profit and loss for
the current year $ 527,595 1,802 ( $ 384,927 ) ( 301 )
Earnings (losses) per share (Note 23)
9710 Basic $ 2.48 ( $ 1.37 )
9810 Dilution $ 2.47 ( $ 1.37 )
----- End of picture text -----

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

Chairman: Chun-Fa Huang Managerial Officer: Ming-Tan Hsu Head-Finance & Accounting: Hsiu-Chi Chen

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Unit: NT$ thousand

Tze Shin International Co., Ltd.

Parent Only Statement of Changes in Equity January 1 to December 31, 2023 and 2022

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Other equity
Additional paid-in capital (Note 18) Unrealized profit and
loss on the financial
Recognition of assets measured at
Share capital changes in ownership Retained earnings (Notes 8 and 18) fair value through
Treasury stock interests of Unappropriated other comprehensive
Code (Note 18) trading subsidiaries Others Total Legal reserve earnings Total income Total equity
A1 Balance as of January 1, 2022 $ 1,718,202 $ 20,348 $ 18 $ 492 $ 20,858 $ 272,218 $ 698,489 $ 970,707 $ 320,438 $ 3,030,205
Appropriations and distributions of 2021 earnings
B1 Legal reserve - - - - - 37,479 ( 37,479 ) - - -
B5 Cash dividends for shareholders - - - - - - -
( 171,821 ) ( 171,821 ) ( 171,821 )
B9 Stock dividends - - - - - - -
171,821 ( 171,821 ) ( 171,821 )
C17 Dividends not received by shareholders over time
are transferred to capital reserves - - - ( 1 ) ( 1 ) - - - - ( 1 )
D1 Net of 2022 - - - - - - -
( 259,843 ) ( 259,843 ) ( 259,843 )
D3 Other comprehensive income after tax of 2022 - - - - - - 2,788 2,788 ( 127,872 ) ( 125,084 )
D5 Total comprehensive profit and loss of 2022 - - - - - - ( 257,055 ) ( 257,055 ) ( 127,872 ) ( 384,927 )
Q1 Disposal of equity instruments measured at fair
- - - - - - -
value through other comprehensive income 92,822 92,822 ( 92,822 )
Z1 Balance as of December 31, 2022 1,890,023 20,348 18 491 20,857 309,697 153,135 462,832 99,744 2,473,456
C17 Dividends not received by shareholders over time
are transferred to capital reserves - - - 29 29 - - - - 29
D1 Net of 2023 - - - - - - -
467,964 467,964 467,964
D3 Other comprehensive income after tax of 2023 - - - - - - 740 740 58,891 59,631
D5 Total comprehensive profit and loss of 2023 - - - - - - 468,704 468,704 58,891 527,595
Q1 Disposal of equity instruments measured at fair
- - - - - - -
value through other comprehensive income 10,528 10,528 ( 10,528 )
Z1 Balance as of December 31, 2023 $ 1,890,023 $ 20,348 $ 18 $ 520 $ 20,886 $ 309,697 $ 632,367 $ 942,064 $ 148,107 $ 3,001,080
----- End of picture text -----

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

Chairman: Chun-Fa Huang

Managerial Officer: Ming-Tan Hsu Head-Finance & Accounting: Hsiu-Chi Chen

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Tze Shin International Co., Ltd.

Parent Only Statement of Cash Flows

January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

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Code 2023 2022
Cash flows from operating activities
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A00010 Net income (loss) before tax Adjustments to reconcile profit (loss) A20100 Depreciation A20200 Amortization expenses A20300 Expected credit impairment loss A20400 Net (gain) loss of financial assets at fair value through profit or loss ( A20900 Finance costs A21200 Interest income ( A21300 Dividend income ( A22400 Share of profit of subsidiaries and associates accounted for under the equity method ( A22500 Gains from the disposal and scrap of property, plant, and equipment ( A23200 Disposal of investment gains using the equity method A23800 Gains on inventory devaluation and obsolescence recovery ( A29900 Others ( Net changes in operating assets and liabilities A31130 Notes receivable A31140 Notes receivable - related parties A31150 Accounts receivables A31160 Accounts receivable - related parties A31180 Other receivables ( A31190 Other receivables - related parties A31200 Inventory ( A31240 Other current assets ( A32130 Notes payable ( A32140 Notes payable - related parties A32150 Accounts payable A32160 Accounts payable - related parties A32180 Other payables A32190 Other payables - related parties A32230 Other current liabilities ( A32240 Net confirmed benefit debt A33000 Cash outflow from operating activities ( A33300 Interest paid ( A33500 Income tax refunded (paid) ( AAAA Net cash outflow from operating activities (	$ 470,108 ( 9,777 21 2,590 162,584 ) 1,537 4,501 ) ( 277,772 ) ( 9,885 ) ( 105 ) ( - ( 240 ) ( 69,765 ) ( 2,598 ( - 9,188 44 25,729 ) ( - 19,182 ) 13,854 ) 6,370 ) ( - ( 11,709 - ( 4,630 ( 389 ( 3,151 ) 128 80,419 ) ( 1,393 ) ( 20 ) 81,832 ) (	$ 261,230 ) 14,070 116 3,095 439,518 118 1,423 ) 169,971 ) 5,387 ) 9,034 ) 18,752 ) 11,202 ) 322 ) 1,085 ) 94 14,058 1,936 691 ) 13,588 12,946 7,965 3,216 ) 7,865 ) 1,764 9,410 ) 15,944 ) 2 ) 588 131 5,547 ) 26 ) 668 4,905 )

(Cont’d)

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(Cont’d.)

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Code 2023 2022
Cash flows from investing activities
B00010 Acquisition of financial assets measured at fair value
through other comprehensive income ( $ 56,219 ) ( $ 210,132 )
B00020 Disposal of financial assets measured at fair value
through other comprehensive income 59,035 454,899
B00040 Acquisition of financial assets at amortized cost ( 100 ) ( 50 )
B00050 Disposal of financial assets measured at amortized cost 150 -
B00100 Acquisition of financial assets at fair value through
profit or loss ( 632,871 ) ( 1,345,495 )
B00200 Disposal of financial assets at fair value through profit
or loss 730,559 573,798
B02300 Net cash inflow from disposal of subsidiaries - 73,778
B02700 Purchase of property, plant and equipment ( 1,250 ) ( 1,524 )
B02800 Disposal of property, plant and equipment prices 518 16,411
B03700 Increase in refundable deposits - ( 149,997 )
B03800 Decrease in refundable deposits 70,049 -
B04500 Acquisition of intangible assets ( 60 ) -
B06800 Decrease of other non-current assets - 1,387
B07500 Interest received 4,354 1,523
B07600 Dividends received 288,840 186,690
B09900 Refund of capital reduction of financial assets
measured at fair value through profit or loss - 24,000
BBBB Net cash inflows (outflows) from investing
activities 463,005 ( 374,712 )
Cash flows from financing activities
C03000 Increase in guarantee deposits 50 -
C04020 Lease liability principal repayments ( 7,757 ) ( 4,866 )
C04500 Cash dividends paid - ( 171,821 )
CCCC Net cash used in financing activities ( 7,707 ) ( 176,687 )
EEEE Net cash increase (decrease) 373,466 ( 556,304 )
E00100 Cash balance at the beginning of the year 221,049 777,353
E00200 Year-end cash balance $ 594,515 $ 221,049
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The accompanying notes form an integral part of the parent company only financial statements.

Chairman: Chun-Fa Huang Managerial Officer: Ming-Tan Hsu Head-Finance & Accounting: Hsiu-Chi Chen

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Independent Auditors’ Report

Shareholders and the Board of Directors of Tze Shin International Co., Ltd.,

Audit opinions

We have reviewed the consolidated balance sheet of Tze Shin International Co., Ltd. and its subsidiaries as of December 31, 2023 and 2022 and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows, and notes to consolidated financial statements (including the summary of accounting policies) for the year ended December 31, 2023 and 2022.

Based on our opinion, we have found no circumstances causing the fair presentation of the consolidated financial position of Tze Shin International Co., Ltd. and its subsidiaries as of December 31, 2023 and 2022, and the consolidated financial performance and consolidated cash flows for the years ended based on the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission in all material perspectives.

Basis for the audit opinion

We conducted the audit in accordance with the Regulations Governing the Audit of Financial Statements and Auditing Standards. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements." We are independent of Tze Shin International Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results, we believe that sufficient and appropriate audit evidence has been obtained in order to serve as the basis for expressing the audit opinion.

Key audit matters

Key audit matters are those, in our professional judgment, the most significant matters in the audit of the 2023 annual consolidated financial statements of Tze Shin International Co., Ltd. and subsidiaries. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not provide a separate opinion on these matters.

Key audit matters for Tze Shin International Co., Ltd. and subsidiaries’ 2023 Consolidated Financial Statements for the year ended December 31, 2023 are stated as follows:

Operating revenue

Operating revenue is a matter of great concern to the management and investors. The operating income of Tze Shin International Co., Ltd. and its subsidiaries mainly comes from transportation services and the operation of international tourist hotels, among which transportation income accounts for 60% and hence significantly impacts the financial statements of the merged company for this year. Therefore, we listed whether the transportation revenue actually occurred as a key verification item during the audit this year. For the accounting policies and relevant disclosure information related to the recognition of transportation revenue, please refer to Note 4 to the financial statements.

We have implemented the main verification procedures for the above key verification items as follows:

1. Understand and test the design and implementation effectiveness of internal controls related to the occurrence of transportation revenue recognition.

2. Select samples from the transportation revenue in 2023, carry out detailed verification tests, check the transaction vouchers and the subsequent payment situation, and confirm the occurrence of transportation revenue recognition.

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1. Send the official letter to confirm the balance of the accounts receivable at the end of the year, and

2. implement alternative procedures for those who fail to receive the confirmation reply in time, including checking transaction vouchers and observing the collection status after the period.

Others

Tze Shin International Co., Ltd. has prepared the parent company only financial statements for the years ended December 31, 2023 and 2022 for which we have issued an unqualified opinion.

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

Management is responsible for the preparation and fair representation of the consolidated financial statements in accordance with IFRS, IAS, IFRICs and SICs endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.

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

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards in the Republic of China. We also perform the following tasks:

1. Identify and assess the risks of material misstatement arising from fraud or error within the consolidated financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

2. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

3. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

4. Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up

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to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

1. Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.

2. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Group's consolidated financial statements for the year ended December 31, 2023. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte & Touche CPA Han-Ni Fang CPA Chao-Yu Chen Approval No. of Financial Supervisory Commission Approval No. of Financial Supervisory Commission Jin-Guan-Zheng-Shen-Zi No.1090347472 Jin-Guan-Zheng-Shen-Zi No.1110348898

March 13, 2024

Notice to Readers

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

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

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Unit: NT$ thousand

TZE SHIN INTERNATIONAL CO., LTD. and its subsidiaries

Consolidated Balance Sheet

December 31, 2023 and 2022

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December 31, 2023 December 31, 2022
Code Assets Amount % Amount %
Current assets
1100 Cash (Notes 4 and 6) $ 735,847 18 $ 347,821 10
1110 Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) 1,181,327 28 1,103,396 31
1120 Financial assets measured at fair values through other comprehensive income - current (Notes 4, 8 and 29) 163,945 4 157,036 4
1136 Financial assets measured at amortized cost - current (Notes 4, 9 and 29) 23,650 1 23,800 1
1150 Net notes receivable (Notes 4, 10 and 22) 81,652 2 7,146 -
1160 Notes receivable - related parties (Notes 4 and 28) 29,350 1 34,753 1
1170 Net accounts receivable (Notes 4 and 10) 46,871 1 39,519 1
1180 Accounts receivable - related parties (Notes 4 and 28) 33,003 1 37,367 1
1200 Net other receivables (Notes 4 and 10) 25,089 1 5,406 -
1210 Other receivables - related parties (Note 28) - - 270 -
1310 Net inventory (Notes 4, 11 and 29) 186,769 4 166,832 5
1410 Pre-payments (Note 28) 21,255 - 19,183 -
1476 Other financial assets - current (Notes 4 and 29) 7,323 - 7,200 -
1479 Other current assets (Notes 4 and 24) 17,230 - 5,221 -
11XX Total current assets 2,553,311 61 1,954,950 54
non-current assets
1510 Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) - - 383 -
1517 Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) 217,341 5 167,587 5
1600 Property, plant and equipment (Notes 4, 14 and 29) 224,771 5 225,360 6
1755 Right-of-use assets (Notes 3, 4 and 14) 490,749 12 506,851 14
1760 Investment property (Notes 4, 15 and 29) 30,026 1 30,026 1
1780 Intangible assets (Notes 4, 16, 29 and 30) 500,998 12 416,257 12
1840 Deferred income tax assets (Notes 4 and 23) 94,895 2 96,909 3
1920 Refundable deposits (Note 30) 81,807 2 152,044 4
1975 Net defined benefit assets (Notes 4 and 19) 2,558 - 610 -
1980 Other financial assets - non-current 3,021 - 3,005 -
1990 Other non-current assets (Notes 29) - - 39,865 1
15XX Total non-current assets 1,646,166 39 1,638,897 46
1XXX Total assets $ 4,199,477 100 $ 3,593,847 100
Code Financial liabilities and equity
Current liabilities
2100 Short-term borrowings (Notes 4, 17 and 29) $ 170,000 4 $ 130,000 4
2150 Notes payable 20,376 1 30,470 1
2160 Notes payable - related party (Note 28) 13,456 - 10,522 -
2170 Accounts payable 37,967 1 22,726 1
2180 Accounts payable - related parties (Note 28) 4,866 - 5,462 -
2200 Other payables (Note 18) 91,771 2 79,090 2
2220 Other payables - Related parties (Note 28) 522 - 41 -
2230 Income tax liabilities for the current period (Notes 4 and 23) 51 - 5,664 -
2280 Lease liabilities - current (Notes 3, 4 and 14) 17,738 1 17,464 1
2320 Long-term borrowings due within one year (Notes 4, 17 and 29) 27,214 1 10,000 -
2399 Other current liabilities 17,518 - 15,189 -
21XX Total current liabilities 401,479 10 326,628 9
Non-current liabilities
2540 Long-term loans (Notes 4, 17 and 29) 52,902 1 30,833 1
2570 Deferred tax liabilities - - 11 -
2580 Lease liabilities - non-current (Notes 3, 4 and 14) 488,917 12 504,763 14
2640 Net defined benefit liabilities (Notes 4 and 19) 5,622 - 5,358 -
2645 Guarantee deposits 225 - 175 -
2670 Other non-current liabilities 11,307 - 11,914 -
25XX Total non-current liabilities 558,973 13 553,054 15
2XXX Total liabilities 960,452 23 879,682 24
Equity attributed to owners of the Company
3110 Ordinary shares 1,890,023 45 1,890,023 53
3200 Capital reserve 20,886 - 20,857 -
Retained earnings
3310 Legal reserve 309,697 7 309,697 9
3350 Unappropriated earnings 632,367 15 153,135 4
3300 Total retained earnings 942,064 22 462,832 13
3400 Other equity 148,107 4 99,744 3
31XX Total equity of the owner of the Company 3,001,080 71 2,473,456 69
36XX Non-controlling interests 237,945 6 240,709 7
3XXX Total Equity 3,239,025 77 2,714,165 76
Total liabilities and equity $ 4,199,477 100 $ 3,593,847 100
----- End of picture text -----

The notes constitute a part of the financial statements.

Chairman: Chun-Fa Huang

Managerial Officer: Ming-Tan Hsu Head-Finance & Accounting: Hsiu-Chi Chen

-23-

TZE SHIN INTERNATIONAL CO., LTD. and its subsidiaries

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

Unit: NTD thousands; Earnings (Losses) per share (NT$)

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2023 2022
Code Amount % Amount %
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4000 Net operating revenue (Notes 4, 21 and 28) 5000 Operating cost (Notes 11, 22 and 28) 5950 Gross profit Operating expense 6200 Operating expense (Notes 21, 22, 28, and 30) 6450 Expected credit impairment loss (Note 4 and 10) 6000 Subtotal 6900 Net operating loss ( Non-operating income and expenses 7100 Interest income (Note 28) 7010 Other income (Notes 22 and 28) 7020 Other gains and losses (Notes 14, 22, 25 and 28) 7050 Finance costs ( 7055 Expected credit impairment loss (Note 10) ( 7000 Subtotal 7900 Net income (loss) before tax 7950 Income tax expense (Notes 4 and 23) 8000 Net income (loss) of the year	$ 617,327 100 471,448 76 145,879 24 192,814 32 1,012 - 193,826 32 47,947) ( 8) ( 5,639 1 364,646 59 175,502 29 ( 16,362 ) ( 3 ) ( 1,578) - 527,847 86 ( 479,900 78 ( 4,069 1 475,831 77 (	$ 729,967 100 571,803 78 158,164 22 170,972 23 3,095 1 174,067 24 15,903 ) ( 2 ) 2,075 - 210,036 29 424,133 ) ( 58 ) 12,603 ) ( 2 ) - - 224,625 ) ( 31) 240,528 ) ( 33 ) 4,634 1 245,162 ) ( 34)

(Cont’d)

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(Cont’d.)

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2023 2022
Code Amount % Amount %
Other comprehensive income
8310 Not to be reclassified to profit or
loss in subsequent periods:
8311 Re-measurement of defined
benefit plan (Note 19) $ 2,100 - $ 4,590 1
8316 Unrealized gains (losses)
from investments in
equity instruments
measured at fair value
through other
comprehensive income 59,479 10 ( 131,004 ) ( 18 )
8349 Income tax related to items
not to be reclassified
(Note 23) ( 420 ) - ( 918 ) -
8300 Other comprehensive
income of the current
year 61,159 10 ( 127,332 ) ( 17 )
8500 Total comprehensive profit and loss for
the current year $ 536,990 87 ( $ 372,494 ) ( 51 )
Net profit (loss) attributed to
8610 Owner of the Company
$ 467,964 76 ( $ 259,843 ) ( 36 )
8620 Non-controlling interests
7,867 1 14,681 2
8600
$ 475,831 77 ( $ 245,162 ) ( 34 )
Comprehensive income attributable to
8710 Owner of the Company
$ 527,595 85 ( $ 384,927 ) ( 53 )
8720 Non-controlling interests
9,395 2 12,433 2
8700
$ 536,990 87 ( $ 372,494 ) ( 51 )
Earnings (losses) per share (Note 24)
9710 Basic
$ 2.48 ( $ 1.37 )
9810 Dilution
$ 2.47 ( $ 1.37 )
----- End of picture text -----

The notes constitute a part of the financial statements.

Chairman: Chun-Fa Huang Managerial Officer: Ming-Tan Hsu

Head-Finance & Accounting: Hsiu-Chi Chen

-25-

TZE SHIN INTERNATIONAL CO., LTD. and its subsidiaries Consolidated Statement of Changes in Equity

Unit: NT$ thousand

January 1 to December 31, 2023 and 2022

Equity attributable to owners of the Company (Notes 8 and 20)

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Other equity
Capital reserve
Unrealized profit and
Recognition of loss on the financial
changes in ownership Retained earnings assets measured at fair Total number of
Treasury shares interests in Unappropriated value through other owners of the Non-controlling
Code Share capital transaction subsidiaries Others Total Legal reserve earnings Total comprehensive income Company interests (Note 20) Total equity
A1 Balance as of January 1, 2022 $ 1,718,202 $ 20,348 $ 18 $ 492 $ 20,858 $ 272,218 $ 698,489 $ 970,707 $ 320,438 $ 3,030,205 $ 241,249 $ 3,271,454
Appropriations and distributions of 2021 earnings
B1 Contribution to legal reserve - - - - - 37,479 ( 37,479 ) - - - - -
B5 Cash dividends for shareholders of the
Company - - - - - - ( 171,821 ) ( 171,821 ) - ( 171,821 ) - ( 171,821 )
B9 Dividends of common stock 171,821 - - - - - ( 171,821 ) ( 171,821 ) - - - -
C17 Dividends not received by shareholders over time
are transferred to capital reserves - - - ( 1 ) ( 1 ) - - - - ( 1 ) - ( 1 )
D1 Net of 2022 - - - - - - ( 259,843 ) ( 259,843 ) - ( 259,843 ) 14,681 ( 245,162 )
D3 Other comprehensive income after tax of 2022 - - - - - - 2,788 2,788 ( 127,872 ) ( 125,084 ) ( 2,248 ) ( 127,332 )
D5 Total comprehensive profit and loss of 2022 - - - - - - ( 257,055 ) ( 257,055 ) ( 127,872 ) ( 384,927 ) 12,433 ( 372,494 )
O1 Cash dividends for shareholders of subsidiaries - - - - - - - - - - ( 12,973 ) ( 12,973 )
Q1 Disposal of equity instruments measured at fair
value through other comprehensive income - - - - - - 92,822 92,822 ( 92,822 ) - - -
Z1 Balance as of December 31, 2022 1,890,023 20,348 18 491 20,857 309,697 153,135 462,832 99,744 2,473,456 240,709 2,714,165
C17 Dividends not received by shareholders over time
are transferred to capital reserves - - - 29 29 - - - - 29 - 29
D1 Net of 2023 - - - - - - 467,964 467,964 - 467,964 7,867 475,831
D3 Other comprehensive income after tax of 2023 - - - - - - 740 740 58,891 59,631 1,528 61,159
D5 Total comprehensive profit and loss of 2023 - - - - - - 468,704 468,704 58,891 527,595 9,395 536,990
O1 Cash dividends for shareholders of subsidiaries - - - - - - - - - - ( 12,159 ) ( 12,159 )
Q1 Disposal of equity instruments measured at fair
value through other comprehensive income - - - - - - 10,528 10,528 ( 10,528 ) - - -
Z1 Balance as of December 31, 2023 $ 1,890,023 $ 20,348 $ 18 $ 520 $ 20,886 $ 309,697 $ 632,367 $ 942,064 $ 148,107 $ 3,001,080 $ 237,945 $ 3,239,025
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The notes constitute a part of the financial statements.

Chairman: Chun-Fa Huang

Managerial Officer: Ming-Tan Hsu

Head-Finance & Accounting: Hsiu-Chi Chen

-26-

TZE SHIN INTERNATIONAL CO., LTD. and its subsidiaries

Consolidated Statement of Cash Flows

January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

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Code 2023 2022
Cash flows from operating activities
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A00010 Net income (loss) before tax A20010 Adjustments to reconcile profit (loss): A20100 Depreciation A20200 Amortization expenses A20300 Expected credit impairment loss A20400 Net (gain) loss of financial assets at fair value through profit or loss ( A20900 Finance costs A21200 Interest income ( A21300 Dividend income ( A22500 Net gains from the disposal and scrap of property, plant, and equipment ( A22800 Loss of disposal of intangible assets A23200 Disposal of investment interests in subsidiaries A23700 Inventory scrapping loss A23800 Price recovery benefit for inventory ( A29900 Others ( Net change in operating assets and liabilities A31130 Notes receivable ( A31140 Notes receivable - related parties A31150 Accounts receivables ( A31160 Accounts receivable - related parties A31180 Other receivables ( A31190 Other receivables - related parties A31200 Inventory ( A31230 Prepayments ( A31240 Other current assets ( A32130 Notes payable ( A32140 Notes payable - related parties A32150 Accounts payable A32160 Accounts payable - related parties ( A32180 Other payables A32190 Other payables - related parties A32230 Other current liabilities A32240 Net confirmed benefit debt A33000 Cash flow from operations ( A33300 Interest paid ( A33500 Income tax paid ( AAAA Net cash inflow (outflow) from operating activities (	$ 479,900 ( 45,231 22,022 2,590 175,236 ) 16,362 5,639 ) ( 279,122 ) ( 1,285 ) ( 1 - ( 386 240 ) ( 69,363 ) ( 4,506 ) ( 5,403 8,066 ) 4,364 21,106 ) 270 ( 20,083 ) 5,830 ) 11,180 ) ( 10,094 ) ( 2,934 ( 15,241 ( 596 ) ( 12,927 ( 481 ( 1,855 ( 416 1,963 ) 7,412 ) ( 8,928 ) ( 18,303 )	$ 240,528 ) 53,748 19,221 3,095 450,959 12,603 2,075 ) 174,715 ) 10,883 ) 2,606 18,752 ) 18 11,202 ) 1,906 ) 4,471 ) 11,361 22,772 8,866 7,512 270 ) 13,548 9,270 2,743 ) 11,588 ) 3,009 ) 4,876 ) 2,565 ) 5,723 ) 107 ) 11,492 ) 451 109,125 3,286 ) 1,208 ) 104,631

(Cont’d)

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(Cont’d.)

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Code 2023 2022
Cash flows from investing activities
B00010 Acquisition of financial assets measured at fair value
through other comprehensive income ( $ 56,219 ) ( $ 210,132 )
B00020 Disposal of financial assets measured at fair value
through other comprehensive income 59,035 454,899
B00040 Acquisition of financial assets at amortized cost ( 100 ) ( 50 )
B00050 Disposal of financial assets measured at amortized cost 250 100
B00100 Acquisition of financial assets at fair value through
profit or loss ( 632,871 ) ( 1,351,295 )
B00200 Disposal of financial assets at fair value through profit
or loss 730,559 597,695
B02300 Net cash inflow from disposal of subsidiaries - 66,341
B02700 Purchase of property, plant and equipment ( 14,535 ) ( 43,095 )
B02800 Disposal of property, plant and equipment prices 1,768 18,301
B03700 Increase in refundable deposits - ( 150,228 )
B03800 Decrease in refundable deposits 70,237 -
B04500 Acquisition of intangible assets ( 71,806 ) ( 991 )
B06600 Increase in their financial assets ( 139 ) ( 6,530 )
B06700 Increase of other non-current assets - ( 38,478 )
B07500 Interest received 5,386 2,046
B07600 Dividends received 278,922 174,715
B09900 Refund of capital reduction of financial assets
measured at fair value through profit or loss - 24,000
BBBB Net cash inflows (outflows) from investing
activities 370,487 ( 462,702 )
Cash flows from financing activities
C00100 Increase in short-term borrowings 40,000 -
C01600 Increase in long-term loans 60,000 25,833
C01700 Decrease in long-term loans ( 20,717 ) ( 5,000 )
C03000 Increase in guarantee deposits 50 -
C03100 Decrease in guarantee deposits - ( 194 )
C04020 Lease liability principal repayments ( 31,332 ) ( 26,632 )
C04500 Cash dividends paid - ( 171,821 )
C05800 Changes in non-controlling interests ( 12,159 ) ( 12,973 )
CCCC Net cash inflow (outflow) from financing
activities 35,842 ( 190,787 )
EEEE Net cash increase (decrease) 388,026 ( 548,858 )
E00100 Cash balance at the beginning of the year 347,821 896,679
E00200 Year-end cash balance $ 735,847 $ 347,821
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The notes constitute a part of the financial statements.

Chairman: Chun-Fa Huang Managerial Officer: Ming-Tan Hsu Head-Finance & Accounting: Hsiu-Chi Chen

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Tze Shin International Co., Ltd. Earnings Distribution Table 2023

Tze Shin International Co., Ltd. Earnings Distribution Table 2023
Unappropriated earnings at the beginning of the period Add: Disposal of accumulated gains and losses on equity investments measured using other comprehensive gains and losses transferred to retained earnings Add: Adjustment of retained earnings due to investment using the equity method Less: Remeasured amount of defined benefit plan recognized in retained earnings Adjusted unappropriated earnings Add: Net surplus after tax of the year Less: Contribution to legal reserve (10%) Total earnings for distribution for the period Distributions: Dividend to shareholders - cash dividend (189,002,272 shares at NT$2.3 per share) Undistributed earnings at the end of the period	Unit: NTD $153,134,898 10,528,164 848,117 (108,462)
	$164,402,717 467,964,456 (47,923,228)
	$587,443,945 434,705,230 $149,738,715

Chairman: Chun-Fa Managerial Officer: Huang Ming-Tan Hsu

Head-Finance & Accounting: Hsiu-Chi Chen

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Tze Shin International Co., Ltd. Comparison of Amendments to Articles of Incorporation

Articles	Original clauses (June 30, 2023)	Amended clauses (effective on June 25, 2024)	Remarks
Article 27	If the Company has any profits for any fiscal year, it shall allocate 1% as employee remuneration and no more than 1%as director remuneration. The distribution of employee and director remuneration shall be made by the board of directors with the resolution of more than two-thirds of the directors present and the approval of more than half of the directors present, which shall be submitted to the shareholders’ meeting. In addition, when employee remuneration is determined by the board of directors to be distributed in shares or cash, the recipients of such remuneration may include employees of affiliates who meet certain conditions. (Skipped hereunder)	If the Company has any profits for any fiscal year, it shall allocate 1%to 5% of its profits for employees' remuneration and no more than 3 % of its profits for directors' remuneration. The distribution of employee and director remuneration shall be made by the board of directors with the resolution of more than two- thirds of the directors present and the approval of more than half of the directors present, which shall be submitted to the shareholders’ meeting. In addition, when employee remuneration is determined by the board of directors to be distributed in shares or cash, the recipients of such remuneration may include employees of affiliates who meet certain conditions. (Skipped hereunder)	Adjusted contribution rate for employees' and directors' remuneration
Article 27-1	In order to meet the needs of diversified business development, robust financial structure and protection of investors’ rights and interests, the Company’s dividend policy is formulated based on consideration of the its future fund needs and long-term financial planning.Among them, in addition to retaining part of the earnings as the fund for the Company’s growth	In order to meet the needs of diversified business development, robust financial structure and protection of investors’ rights and interests, the Company’s dividend policy is formulated based on consideration of the its future fund needs and long-term financial planning.In which, in principle, the earnings distribution shall be no less than 20% of the distributable earnings	Defined the principles of distributable earnings ratio
	during the distribution of earnings, the distribution proportion of cash dividends shall not be lower than 50% of the total dividends distributed in the current year. The proportion of dividend distribution and cash dividends may depend on the operating capital required by Company and other related circumstances. When the board of directors is authorized to formulate an earnings distribution plan adopting the method of issuing new shares, such plan may be implemented after being submitted to the shareholders’meeting for resolution	of the current year, the distribution proportion of cash dividends shall not be lower than 50% of the total dividends distributed in the current year. The proportion of dividend distribution and cash dividends may depend on the operating capital required by Company and other related circumstances. When the board of directors is authorized to formulate an earnings distribution plan adopting the method of issuing new shares, such plan may be implemented after being submitted to the shareholders’ meeting for resolution and when making

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Articles	Original clauses (June 30, 2023)	Amended clauses (effective on June 25, 2024)	Remarks
	and when making distribution in cash. It shall be distributed based the resolution of the board of directors, which shall be submitted to the shareholders’meeting.	distribution in cash. It shall be distributed based the resolution of the board of directors, which shall be submitted to the shareholders’ meeting.
Article 29	These Articles of Incorporation were formulated on September 27, 1973, The 1st to 36th amendments (omitted) The 37th amendment on June 30, 2023.	These Articles of Incorporation were formulated on September 27, 1973, The 1st to 35th amendments (omitted) The 37th amendment on June 30, 2023, The 38th amendment on June 25, 2024.	Add the 38th amendment.

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