Stock Code : 1309

Taita Chemical Company, Limited
Handbook for the

2025 Annual General Meeting
of Shareholders

Date : May 28, 2025

Location : 5F., No.2,Yuanshan Rd., Niaosong Dist.,
Kaohsiung City, Taiwan (R.O.C.)
The Kaohsiung Grand Hotel, Po Shou Hall
(Physical shareholders meeting)

Meeting Procedure ... 2
Meeting Agenda ... 3
Report Items ... 4
Matters for Ratification and Discussion ... 10
Extemporary Motions ... 40

Appendices :

Parliamentary Rules for Shareholders’ Meetings ... 41
Articles of Incorporation(Before Amendment) ... 50
Stake of Directors ... 56
The Impact of Stock Dividend Issuance on Business
Performance, EPS and ROE ... 57
Description of the Handling of Stockholder Proposals ... 58

Taita Chemical Company, Limited
Procedure of the 2025 Annual General Meeting
of Shareholders

Calling the Meeting to Order
Chairperson Takes Chair
Chairperson Remarks
Report Items
Matters for Ratification and Discussion
Extemporary Motions
Adjournment

Taita Chemical Company, Limited
Year 2025
Agenda of Annual General Meeting of Shareholders

Date : May 28, 2025 (Wednesday) PM 01:00

Location : 5F., No.2, Yuanshan Rd., Niaosong Dist., Kaohsiung City, Taiwan (R.O.C.)
The Kaohsiung Grand Hotel, Po Shou Hall
(Physical shareholders meeting)

Report Items :
(1) To report 2024 operating results.
(2) To report Audit Committee's Review Reports of 2024 Financial Statement.
(3) To report 2024 remuneration of directors and employees.
Matters for Ratification and Discussion :
(1) To ratify 2024 Business Report and Financial Statements.
(2) To ratify 2024 Earnings Distribution.
(3) To approve the amendment to the Articles of Incorporation.
(4) To approve the permission of directors for competitive actions.
Extemporary Motions :
Adjournment
3 -

I. Report Items :

Report 1

To report 2024 operating results.

Taita Chemical Company, Limited.

2024 Business Report

The Company's 2024 net operating revenue was NTD 11.953 billion, an increase of NTD 1.376 billion or approximately 13% from NTD 10.577 billion in the previous year, with a budget achievement rate of 105%; loss before tax was NTD 282 million, net loss after tax was NTD 223 million, and loss per share was NTD 0.56.

The operation in 2024 was affected by high inflation, uncertainty in the US trade policy, soaring shipping costs and geopolitical impacts, as well as the competition for the excess capacity of China's ABS production capacity spillover. However, the overall demand in India, Pakistan and other South Asian markets remained stable to compensate the market gap. As such, the ABS sales volume in 2024 was about 11% higher than that in 2023. Although GPS products have been counting to be developed in the Southeast Asian, Middle East, African, American and New Australian markets to increase the breadth of sales regions, the sales volume was not able to overcome the global economic slowdown and low demand, resulting in a slight decline of appropriately 3% compared with the sales volume of 2023. The sales of EPS for packaging materials of the electrical appliance significantly reduced due to the downturn of

consumer electronics products in Europe and the U.S. However, the Company has effectively developed the Central and South America/Southeast Asian/African markets, and the sales volume increased by approximately 4% compared to 2023.

The sales performance of individual product ranges is as follows :

The output of ABS products was 103,000 tons and the sales volume was 102,000 tons, resulting in a loss of NTD 450 million. The output of GPS/IPS products was 94,000 tons, with a loss of NTD 19 million. The EPS production and sales volumes were 60,000 tons, with a loss of NTD 51 million. The combined output of ABS/PS products was 257,000 tons, and the sales volume was 256,000 tons, with a budget achievement rate of 96%. The production of glass wool production was 9,000 tons and sales, including imported rock wool, was 12,500 tons, with revenues of NTD 548 million and profit of NTD 54 million.

The revenue of the aforementioned products amounted to NTD 11,953 million, an increase of NTD 1,376 million from the previous year, and net operating loss totaled NTD 466 million.

In terms of non-operating operations, Zhongshan Company was affected by China's trade-in subsidy policy for the electrical appliance, as well as a slight increase in the demand for vegetable and fruit crates, furniture and lighting. They are an annual sales volume of approximately 160,000 tons per year up by 27% from the previous year. The main business made a loss profit of NTD 135 million; the non-operating income from interest was NTD 3 million, and the after-tax profit was NTD 104 million. Adding in

the other losses recognized by the equity method of NTD 28 million, the total gains recognized under the equity method were NTD 76 million. In addition, net rental income was NTD 20 million, exchange gains were NTD 107 million, dividend income was NTD 8 million, net interest expense was NTD 26 million, and net expenditures from other non-operating businesses was NTD 1 million. The total non-operating income was NTD 184 million.

In terms of sustainable management, the Company takes "creating sustainable value and building a sustainable society" as its core strategy. We implement ESG strategy actively, responsive to environmental and social challenges, and have the SGS Green Label - PIR ISO14021 certification for pre-consumer recycled materials. We are determined to reducing waste from the source, and through supply to consumption.

Looking ahead to 2025, we will monitor U.S. tariff policy, interest rate, fluctuations on ocean freight and geopolitical tensions continue to impact overall demand. Furthermore, China keeps expanding capacities of ABS/ PS/EPS that intensifies market competition. In addition to maximizing production and sales, the Company will continue to optimize customer composition and develop market in addition to China & Hong Kong. Therefore, the Company's the strategy focuses on growing new markets, reducing dependence on any single market, diversifying sales territories and drive sell-out. Meanwhile, the Company will continue to control raw material and finished product inventory, to avoid market fluctuations that affect operating performance. In addition, from the technical, process,

market, applicability and product perspective, the Company evaluates and plans to improve process efficiency and develop new product applications. Under the premise of maximizing production capacity, the Company's operations take it up a notch.

Chairman : Wu, Yih-Guei
President : Wu, Pei-Chi
Chief Accounting Office : Li, Chun-Yao

Report Items :
Report 2
To report Audit Committee's Review Reports of 2024 Financial Statement.

Taita Chemical Company, Limited
Audit Report

This Audit Committee has audited the 2024 Business Report produced by the Board of Directors, the financial statements (including consolidated and individual financial statements) audited and certified by CPA Chiu Cheng-Chun and CPA Huang Hsiu-Chun of Deloitte Taiwan, and the proposal for profit distribution and found no nonconformity. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is presented for approval to AGM.

To
Taita Chemical Company, Limited 2025 Annual General Meeting of Shareholders
Audit Committee, Taita Chemical Company, Limited
Independent Director : Chen, Tyan-Wen
Independent Director : Way, Yung-Do
Independent Director : Lee, Kuo-Shiang
Independent Director : Chen, Piao-Chun
March 5, 2025

Report Items :

Report 3

To report 2024 remuneration of directors and employees.

Description: 1. Proceeded in accordance with related orders of the Ministry of Economic Affairs and Article 25 of the Articles of Incorporation of this Company.

Since the Company made no profit in 2024, no remuneration for directors and employees will be distributed.
9 -

10 -

II. Matters for Ratification and Discussion :

Proposal 1

Proposed by the Board

To ratify 2024 Business Report and Financial Statements.

Description: 1. The 2024 financial statements (including consolidated and individual financial statements) approved by the Board on March 5, 2025 are audited by CPA Chiu Cheng-Chun and CPA Huang Hsiu-Chun of Deloitte Taiwan and the Audit Committee for the record.

Please refer to p.4-7 of this Handbook for the 2024 Business Report and p.11-32 for the CPA Audit Report and the financial statements.

Resolution :

Independent Auditors' Report

To Taita Chemical Co., Ltd.:

Opinion

We have audited the accompanying consolidated financial statements of Taita Chemical Co., Ltd. and its subsidiaries (the "Company"), which comprise the balance sheets as of December 31, 2024 and 2023 and the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the "financial statements").

Based on the opinion of our accountant, the above-mentioned consolidated financial statements have been prepared in all material respects in accordance with the Financial Reporting Standards for Securities Issuers, as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, effectively expressing the financial position of Taita Chemical Co., Ltd. and its subsidiaries as of December 31, 2024 and 2023, as well as the consolidated financial performance and cash flows from January 1 to December 31, 2024 and 2023.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. The responsibilities of the CPA under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Taita Chemical 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in the professional judgment of the CPA, were of most significance in our audit of the 2024 Consolidated Financial Statements of Taita Chemical Co., Ltd. and its Subsidiaries. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Consolidated Financial Statements of Taita Chemical Co., Ltd. and its subsidiaries in 2024 are stated as follows:

Authenticity of the Recognition of Sales Revenue from Specific Customers

Due to changes in market supply and demand, Taita Chemical Co., Ltd. and its subsidiaries experienced a growth in sales revenue in 2024 compared to 2023. However, this growth in sales revenue for 2024 is primarily concentrated among specific customers. The auditor assesses

whether the sales revenue from these customers genuinely fulfills the contractual obligations, as this will have a significant impact on the consolidated financial report. Therefore, it has been classified as a key audit matter for this year.

For relevant accounting policies and disclosures of the recognition of sales revenue, please refer to Notes 4 and 24 of the financial statements.

We performed the corresponding audit procedures, for the authenticity of the recognition of sales revenue, as follows:

1) We understood and tested the Company's internal control procedures on the recognition of sales revenue and its effectiveness. Also, we evaluate the appropriateness of the accounting policies used by the management for the recognition of sales revenue.

2) We verify the authenticity of the recognition of sales revenue by examining the certificate of sales transactions, including purchase orders, shipping orders, export documents and collection information.

3) We review any occurrence of sales returns, discounts and allowances, and whether there are any abnormalities in the collections after the balance sheet date.

Other matters

The CPAs have also audited the Parent Company Only Financial Statements of Taita Chemical Co., Ltd. for 2024 and 2023, on which they have issued an unqualified opinion about the audit report.

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

To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing fair-presentation Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, law, and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.

In preparing the financial statements, the management is responsible for assessing the ability of the Taita Chemical Co., Ltd. and its subsidiaries to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Taita Chemical Co., Ltd. and its subsidiaries or to cease operations, or has no realistic alternatives but to do so.

The governing body including the audit committee is responsible for overseeing the financial reporting process of the Taita Chemical Co., Ltd. and its subsidiaries.

The CPA's Responsibilities for the Audit of the Consolidated Financial Statements

The objectives of the CPA are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement of the consolidated financial statements

12 -

when it exists. Misstatements can arise from fraud or error. are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We have also completed the following jobs:

1) Identify and evaluate the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for their audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Taita Chemical Co., Ltd. and its subsidiaries.

3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4) Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Taita Chemical Co., Ltd. and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Taita Chemical Co., Ltd. and its subsidiaries to cease to continue as a going concern.

5) Evaluate the overall presentation, structure, and contents of the Consolidated Financial Statements (including relevant Notes), and whether the Consolidated Financial Statements fairly present relevant transactions and items.

6) Obtain sufficient and appropriate audit evidence of the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial report. The CPA is responsible for the guidance, supervision and implementation of the audit cases, and is responsible for forming the audit opinions of the Company.

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

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

13 -

From the matters communicated with the governing body, the CPA determines the key audit matters of the Consolidated Financial Statements in 2024 of the Taita Chemical Co., Ltd. and its subsidiaries. The CPA describes these matters in our audit report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the CPA determines that a matter should not be communicated in the audit report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche
CPA Chiu Cheng-Chun
CPA Huang Hsiu-Chun

Financial Regulatory Commission (FRC)
Approval Number
Financial Regulatory Commission
(FRC) certificate No. 0930160267

Securities and Futures Commission Approval
Number
Securities and Futures Commission
certificate No. 0920123784

March 5, 2025

Notice to Readers:
The consolidated financial statement (Chinese version) of our company is audited by the CPA Chiu, Cheng-Chun and CPA Huang, Hsiu-Chun of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.

14 -

Taita Chemical Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code	Assets	December 31, 2024		December 31, 2023
		Amount	%	Amount	%
CURRENT ASSETS
1100	Cash and cash equivalents	$ 886,216	9	$ 2,211,329	25
1110	Financial assets at fair value through profit or loss - current	421,006	4	161,178	2
1140	Financial assets at amortized cost - current	1,384,923	14	13,000	-
1150	Notes receivable	293,745	3	208,635	2
1170	Accounts receivable	2,142,437	22	1,596,090	18
1180	Accounts receivable from related parties	7,665	-	4,200	-
1200	Other receivables	103,305	1	105,403	1
1210	Other receivables from related parties	1,569	-	4,932	-
1220	Current tax assets	7,852	-	1,571	-
130X	Inventories	1,137,638	12	1,101,680	13
1410	Prepayments and other current assets	118,807	1	107,305	1
11XX	Total current assets	6,505,163	66	5,515,323	62
Non-current assets
1517	Financial assets at fair value through other comprehensive incomes - non-current	162,437	2	298,427	3
1540	Financial assets at amortized cost - non-current	45,608	-	-	-
1550	Investments accounted for using equity method	603,786	6	622,689	7
1600	Property, plant and equipment	1,929,504	20	1,937,325	22
1755	Right-of-use assets	258,924	3	257,252	3
1760	Investment properties	108,178	1	108,178	1
1780	Intangible assets	-	-	498	-
1840	Deferred tax assets	182,157	2	123,555	2
1990	Other non-current assets	43,820	-	28,106	-
15XX	Total non-current assets	3,334,414	34	3,376,030	38
1XXX	Total assets	$ 9,839,577	100	$ 8,891,353	100
Code	Liabilities and equity
CURRENT LIABILITIES
2100	Short-term borrowings	$ 1,840,000	19	$ 825,000	9
2170	Accounts payable	912,740	9	746,874	8
2180	Accounts payable from related parties	79	-	49	-
2200	Other payables	345,244	3	276,188	3
2220	Other payables from related parties	15,823	-	4,439	-
2230	Current tax liabilities	18,095	-	904	-
2280	Lease liabilities - current	4,717	-	4,665	-
2365	Refund liabilities - current	1,215	-	1,314	-
2399	Other current liabilities	57,893	1	61,230	1
21XX	Total current liabilities	3,195,806	32	1,920,663	21
Non-current liabilities
2570	Deferred tax liabilities	260,756	3	188,416	2
2580	Lease liabilities - non-current	24,377	-	29,094	1
2640	Net defined benefit liabilities - non-current	56,105	1	100,640	1
2670	Other non-current liabilities	4,646	-	4,549	-
25XX	Total non-current liabilities	345,884	4	322,699	4
2XXX	Total liabilities	3,541,690	36	2,243,362	25
Equity attributable to the owners of the Company
Share capital
3110	Ordinary shares	3,975,868	40	3,975,868	45
3200	Capital surplus	3,242	-	3,201	-
Retained earnings
3310	Legal reserve	502,038	5	502,038	6
3320	Special reserve	308,061	3	308,061	3
3350	Unappropriated earnings	1,430,917	15	1,745,739	20
3300	Total retained earnings	2,241,016	23	2,555,838	29
3400	Other equity	77,761	1	113,084	1
3XXX	Total equity	6,297,887	64	6,647,991	75
Total liabilities and equity		$ 9,839,577	100	$ 8,891,353	100

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

Notice to Readers:

The consolidated financial statement (Chinese version) of our company is audited by the CPA Chiu, Cheng-Chun and CPA Huang, Hsiu-Chun of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.

Taita Chemical Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars, except Loss per Share)

Code		2024		2023
		Amount	%	Amount	%
4100	Net revenue	$ 18,622,910	100	$ 15,205,462	100
5110	Cost of Goods Sold	17,744,822	95	14,769,885	97
5900	Gross profit	878,088	5	435,577	3
	Operating expenses
6100	Selling and marketing expenses	1,031,417	6	681,200	5
6200	Administrative expenses	178,314	1	204,786	1
6300	Research and development expenses	16,374	-	15,832	-
6450	Expected credit impairment loss (gain)	12,951	-	( 1,844 )	-
6000	Total operating expenses	1,239,056	7	899,974	6
6900	Net loss from operations	( 360,968 )	( 2 )	( 464,397 )	( 3 )
	Non-operating income and expenses
7100	Interest income	45,638	-	45,090	-
7010	Other income	38,346	-	91,195	1
7020	Other gains and losses	88,149	1	12,305	-
7060	Share of profit or loss of associates accounted for using the equity method	( 13,596 )	-	( 10,355 )	-
7510	Finance costs	( 39,311 )	-	( 19,850 )	-
7000	Total non-operating income and expenses	119,226	1	118,385	1
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(Continued from the previous page)

Code		2024		2023
		Amount	%	Amount	%
7900	Net loss before income tax	($ 241,742)	( 1 )	($ 346,012)	( 2 )
7950	Income tax gain	( 18,730)	-	( 72,475)	-
8200	Net loss for the year	( 223,012)	( 1 )	( 273,537)	( 2 )
	Other comprehensive income(loss)
8310	Items that will not be reclassified subsequently to profit or loss:
8311	Remeasurement of defined benefit plans	28,835	-	9,544	-
8316	Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income	( 135,990)	( 1 )	( 35,516)	-
8320	Share of the other comprehensive profit or loss of associates accounted for under equity method - unrealized profit or loss on investments in equity instruments at fair value through other comprehensive profit or loss	( 30,160)	-	( 17,492)	-
8330	Share of the other comprehensive profit or loss of associates accounted for using the equity method - remeasurement of defined benefit plans	4,398	-	( 150)	-
8349	Income tax related to components that will not be reclassified to profit or loss	( 5,767)	-	( 1,908)	-
		( 138,684)	( 1 )	( 45,522)	-

(Continued on the next page)

(Continued from the previous page)

Code		2024		2023
		Amount	%	Amount	%
8360	Items that may be reclassified subsequently to profit or loss:
8361	Exchange differences on translating the financial statements of foreign operations	$ 155,313	1	($ 50,285)	-
8371	Share of other comprehensive income (loss) of associates accounted for using the equity method - exchange differences on translating the financial statements of foreign operations	7,537	-	( 2,601)	-
8399	Income tax relating to items that may be reclassified subsequently to profit or loss	( 32,023 )	-	10,413	-
		130,827	1	( 42,473 )	-
8300	Other comprehensive incomes (losses) for the year (net of income tax)	( 7,857 )	-	( 87,995 )	-
8500	Total comprehensive income for the year	($ 230,869 )	( 1 )	($ 361,532 )	( 2 )
	Loss per share
9710	Basic	($ 0.56 )		($ 0.69 )
9810	Diluted	($ 0.56 )		($ 0.69 )

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

Taita Chemical Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity

January 1 to December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code		Equity attributable to the owners of the Company
		Share capital		Capital surplus			Retained earnings				Other equity
		Shares (in thousands)	Amount	Long-term equity investments	Other capital surplus	Total	Legal reserve	Special reserve	Unappropriated earnings	Total	Exchange differences on translating the financial statements of foreign operations	Unrealized gain (loss) on financial assets at FVTOCI	Total	Total equity
A1	Balance at January 1, 2023	397,587	$ 3,975,868	$ 660	$ 439	$ 1,099	$ 457,804	$ 308,061	$ 2,254,818	$ 3,020,683	($ 110,541)	$ 319,105	$ 208,564	$ 7,206,214
	Appropriation of 2022 earnings
B1	Legal reserve	-	-	-	-	-	44,234	-	( 44,234)	-	-	-	-	-
B5	Cash dividends distributed by the Company	-	-	-	-	-	-	-	( 198,793)	( 198,793)	-	-	-	( 198,793)
T1	Changes in capital surplus	-	-	2,102	-	2,102	-	-	-	-	-	-	-	2,102
D1	Net loss for 2023	-	-	-	-	-	-	-	( 273,537)	( 273,537)	-	-	-	( 273,537)
D3	Other comprehensive incomes after tax for the year 2023	-	-	-	-	-	-	-	7,485	7,485	( 42,473)	( 53,007)	( 95,480)	( 87,995)
D5	Total comprehensive income for the year 2023	-	-	-	-	-	-	-	( 266,052)	( 266,052)	( 42,473)	( 53,007)	( 95,480)	( 361,532)
Z1	Balance at December 31, 2023	397,587	3,975,868	2,762	439	3,201	502,038	308,061	1,745,739	2,555,838	( 153,014)	266,098	113,084	6,647,991
	Appropriation of 2023 earnings
B5	Cash dividends distributed by the Company	-	-	-	-	-	-	-	( 119,276)	( 119,276)	-	-	-	( 119,276)
T1	Changes in capital surplus	-	-	41	-	41	-	-	-	-	-	-	-	41
D1	Net loss for 2024	-	-	-	-	-	-	-	( 223,012)	( 223,012)	-	-	-	( 223,012)
D3	Other comprehensive incomes after tax for the year 2024	-	-	-	-	-	-	-	27,466	27,466	130,827	( 166,150)	( 35,323)	( 7,857)
D5	Total comprehensive income for the year 2024	-	-	-	-	-	-	-	( 195,546)	( 195,546)	130,827	( 166,150)	( 35,323)	( 230,869)
Z1	Balance at December 31, 2024	397,587	$ 3,975,868	$ 2,803	$ 439	$ 3,242	$ 502,038	$ 308,061	$ 1,430,917	$ 2,241,016	($ 22,187)	$ 99,948	$ 77,761	$ 6,297,887

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

Notice to Readers:

The financial statement (Chinese version) of our company is audited by the CPA Chiu, Cheng-Chun and CPA Huang, Hsiu-Chun of Deloitte Taiwan. For the convenience of reading, the statement has been translated from Chinese to English. If there is any difference regarding the context or interpretation in the English version, the Chinese version shall prevail.

Taita Chemical Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows
January 1 to December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code		2024	2023
Cash flows from operating activities
A10000	Net loss before income tax for the year	($ 241,742)	($ 346,012)
A20010	Income (expenses) items
A20100	Depreciation expenses	215,622	213,626
A20200	Amortization expenses	498	1,781
A20300	Expected credit impairment loss
(reversal gain)	12,951	( 1,844)
A20400	Net loss (gain) on financial instruments measured at fair value through profit or loss	2,915	( 1,115)
A20900	Finance costs	39,311	19,850
A21200	Interest income	( 45,638)	( 45,090)
A21300	Dividend income	( 8,286)	( 11,884)
A22300	Share of Profit or Loss from Equity Method Investees	13,596	10,355
A22500	Loss (gain) on disposal and retirement of property, plant and equipment	1,491	( 561)
A23700	Reversal for write-downs of inventory valuation and obsolescence	( 16,287)	( 4,762)
A29900	Provision for refund liabilities	8,649	8,123
A30000	Changes in operating assets and liabilities
A31115	Financial assets at fair value through profit or loss	( 262,743)	254,990
A31130	Notes receivable	( 73,414)	( 54,558)
A31150	Accounts receivable	( 535,706)	( 127,959)
A31160	Accounts receivable from related parties	( 3,465)	( 4,200)
A31180	Other receivables	( 13,751)	( 3,560)
A31190	Other receivables from related parties	3,369	( 1,773)
A31200	Inventories	( 10,494)	( 151,119)
A31230	Prepayments and other current assets	( 6,140)	124,691
A32150	Accounts payable	162,986	101,858
A32160	Accounts payable from related parties	30	( 608)
A32180	Other payables	81,361	( 29,737)
A32190	Other payables from related parties	1,691	( 655)
A32230	Other current liabilities	( 3,687)	( 46,443)
A32240	Net defined benefit liabilities	( 15,700)	( 17,532)
A33000	Net cash outflow from operating activities	( 692,583)	( 114,138)
(Continued on the next page)

20 -

(Continued from the previous page)

Code		2024	2023
A33100	Interest received	$ 63,454	$ 30,474
A33300	Interest paid	( 38,800 )	( 19,388 )
A33500	Income tax refund (paid)	6,472	( 140,107 )
AAAA	Net cash outflow from operating activities	( 661,457 )	( 243,159 )
Cash flows from investing activities
B00040	Acquisition of financial assets measured at amortized cost	( 1,493,127 )	( 10,000 )
B00050	Disposal of financial assets measured at amortized cost	90,402	2,000
B01800	Acquisition of associates	( 16,907 )	( 10,931 )
B02700	Acquisition of property, plant and equipment	( 190,685 )	( 182,084 )
B02800	Proceeds from the disposal of property, plant and equipment	215	960
B03700	Increase in refundable deposits	( 15,670 )	( 24,629 )
B03800	Decrease in refundable deposits	103	53,548
B05350	Acquisition of right-to-use assets	-	( 200,271 )
B07600	Dividends received	12,316	15,339
BBBB	Net cash outflow from investing activities	( 1,613,353 )	( 356,068 )
Cash flows from financing activities
C00100	Increase in short-term borrowings	1,015,000	405,000
C01600	Proceeds from long-term borrowings	-	270,000
C01700	Repayments of long-term borrowings	-	( 300,000 )
C04020	Repayments of the principal portion of lease liabilities	( 4,665 )	( 4,615 )
C04300	Decrease in other non-current liabilities	( 69 )	( 1,518 )
C04500	Distribution of cash dividends	( 119,276 )	( 198,793 )
C04400	Refund of unclaimed overdue cash dividends	1,067	3,049
CCCC	Net cash inflow from financing activities	892,057	173,123
DDDD	Effect of exchange rate changes on cash and cash equivalents	57,640	( 24,655 )
EEEE	Cash and cash equivalents decrease for the current year	( 1,325,113 )	( 450,759 )
E00100	Cash and cash equivalents at the beginning of period	2,211,329	2,662,088
E00200	Cash and cash equivalents at the end of period	$ 886,216	$ 2,211,329

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

Notice to Readers:

Independent Auditors' Report

To Taita Chemical Co., Ltd. :

Opinion

We have audited the accompanying financial statements of Taita Chemical Co., Ltd. (the “Company”), which comprise the balance sheets as of December 31, 2024 and 2023 and the statements of comprehensive income, changes in equity and cash flows for the years ended 2024 and 2023, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Taita Chemical Co., Ltd. as of December 31, 2024 and 2023 and its financial performance and its cashflows for the years ended 2024 and 2023 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance to Taita Chemical Co., Ltd. in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company’s parent company only financial statements for the year ended December 31, 2024 are stated as follows:

Authenticity of the Recognition of Sales Revenue from Specific Customers

Due to the impact of market supply and demand as well as fluctuations in international crude oil prices, the sales revenue of Taita Chemical Co., Ltd. for fiscal year 2024 has increased compared to 2023. This growth in sales revenue for 2024 is primarily concentrated among specific customers. The auditor assesses whether the sales revenue from these customers genuinely fulfills the contractual obligations, as this will have a significant impact on the parent company only financial statements. Therefore, it has been classified as a key audit matter for this year.

22 -

For relevant accounting policies and disclosures of the recognition of sales revenue, please refer to Notes 4 and 23 of the financial statements.

We performed the corresponding audit procedures, for the authenticity of the recognition of sales revenue from specific customers, as follows:

3) We review any occurrence of sales returns, discounts and allowances, and whether there are any abnormalities in the collections after the balance sheet date.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement of the parent company only financial statements when it exists. Misstatements can arise from fraud or error. If individual amounts or aggregate totals of false statements are reasonably expected to affect the economic decisions made by users of the individual financial statements, they are considered material.

1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

23 -

The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5) Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

6) Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determined those matters that were of most significance of Taita Chemical Co., Ltd. in the audit of the financial statements for the year ended December 31, 2024 and are therefore key audit matters. The CPA describes these matters in our audit report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the CPA determines that a matter should not be communicated in the audit report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

24 -

Deloitte & Touche
CPA Chiu Cheng-Chun
CPA Huang Hsiu-Chun

Financial Regulatory Commission (FRC)
Approval Number
Financial Regulatory Commission
(FRC) certificate No. 0930160267

Securities and Futures Commission Approval
Number
Securities and Futures Commission
certificate No. 0920123784

March 5, 2025

25 -

Taita Chemical Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code	Assets	December 31, 2024		December 31, 2023
		Amount	%	Amount	%
CURRENT ASSETS
1100	Cash and cash equivalents	$ 521,524	6	$ 436,896	5
1110	Financial assets at fair value through profit or loss - current	421,006	4	161,178	2
1136	Financial assets at amortized cost - current	3,000	-	13,000	-
1150	Notes receivable	29,385	-	26,411	1
1170	Accounts receivable	1,266,756	13	983,425	11
1180	Accounts receivable from related parties	8,260	-	4,200	-
1200	Other receivables	85,128	1	70,990	1
1210	Other receivables from related parties	300,752	3	285,042	3
1220	Current tax assets	7,224	-	767	-
130X	Inventories	965,669	10	899,246	10
1410	Prepayments and other current assets	95,483	1	87,930	1
11XX	Total current assets	3,704,187	38	2,969,085	34
Non-current assets
1517	Financial assets at fair value through other comprehensive incomes - non-current	162,437	2	298,427	4
1550	Investments accounted for under the equity method	3,807,416	39	3,598,708	41
1600	Property, plant, and equipment	1,639,133	17	1,643,175	19
1755	Right-of-use assets	27,717	-	32,336	-
1760	Investment properties, net	108,178	1	108,178	1
1780	Intangible assets	-	-	498	-
1840	Deferred income tax assets	175,407	2	102,440	1
1900	Other non-current assets	40,852	1	25,270	-
15XX	Total non-current assets	5,961,140	62	5,809,032	66
1XXX	Total assets	$ 9,665,327	100	$ 8,778,117	100
Code	Liabilities and equity
CURRENT LIABILITIES
2100	Short-term borrowings	$ 1,840,000	19	$ 825,000	9
2170	Accounts payable	842,698	9	690,429	8
2180	Accounts payable to related parties	79	-	49	-
2200	Other payables	280,867	3	237,103	3
2220	Other payables from related parties	15,823	-	4,439	-
2230	Current tax liabilities	-	-	904	-
2280	Lease liabilities - current	4,717	-	4,665	-
2365	Refund liabilities - current	1,215	-	1,314	-
2399	Other current liabilities	53,270	1	46,727	-
21XX	Total current liabilities	3,038,669	32	1,810,630	20
Non-current liabilities
2570	Deferred income tax liabilities	246,557	2	188,416	2
2580	Lease liabilities - non-current	24,377	-	29,094	1
2640	Net defined benefit liabilities - non-current	56,105	1	100,640	1
2670	Other non-current liabilities	1,732	-	1,346	-
25XX	Total non-current liabilities	328,771	3	319,496	4
2XXX	Total liabilities	3,367,440	35	2,130,126	24
Equity
Share capital
3110	Ordinary shares	3,975,868	41	3,975,868	46
3200	Capital surplus	3,242	-	3,201	-
Retained earnings
3310	Legal reserve	502,038	5	502,038	6
3320	Special reserve	308,061	3	308,061	3
3350	Unappropriated earnings	1,430,917	15	1,745,739	20
3300	Total retained earnings	2,241,016	23	2,555,838	29
3400	Other equity	77,761	1	113,084	1
3XXX	Total equity	6,297,887	65	6,647,991	76
Total liabilities and equity		$ 9,665,327	100	$ 8,778,117	100

The accompanying notes are an integral part of the Parent Company Only financial statements.

Notice to Readers:

Taita Chemical Co., Ltd.

Parent Company Only Statements of Comprehensive Income

January 1 to December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars, Except for Loss Per Share)

Code		2024		2023
		Amount	%	Amount	%
4100	Net revenue	$ 11,953,000	100	$ 10,576,796	100
5110	Cost of goods sold	11,293,062	95	10,121,466	96
5900	Gross profit	659,938	5	455,330	4
	Operating expenses
6100	Selling and marketing expenses	982,289	8	643,191	6
6200	Administrative expenses	127,233	1	136,201	1
6300	Research and development expenses	16,374	-	15,832	-
6450	Expected credit impairment loss (reversal gain)	427	-	(218)	-
6000	Total operating expenses	1,126,323	9	795,006	7
6900	Net loss from operations	(466,385)	(4)	(339,676)	(3)
	Non-operating income and expenses
7100	Interest income	12,955	-	7,602	-
7010	Other income	36,571	-	56,305	1
7020	Other gains and losses	98,801	1	17,605	-
7070	Shares of profit (loss) in subsidiaries and associates accounted for under the equity method	75,609	1	(60,996)	(1)
7510	Financial costs	(39,227)	-	(19,850)	-
7000	Total non-operating income and expenses	184,709	2	666	-
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(Continued from the previous page)

Code		2024		2023
		Amount	%	Amount	%
7900	Net loss before income tax	($ 281,676)	( 2)	($ 339,010)	( 3)
7950	Income tax gain	( 58,664)	-	( 65,473)	( 1)
8200	Net loss for the year	( 223,012)	( 2)	( 273,537)	( 2)
8310	Other comprehensive incomes
8311	Items that will not be reclassified subsequently to profit or loss:
8316	Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income	( 135,990)	( 1)	( 35,509)	( 1)
8320	Shares of other comprehensive incomes (losses) in associates accounted for under the equity method - unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive incomes	( 30,160)	-	( 17,499)	-
8330	Shares of other comprehensive incomes (losses) in associates accounted for under the equity method - remeasurement of defined benefit plans	4,398	-	( 150)	-
8349	Income tax related to components that will not be reclassified to profit or loss	( 5,767)	-	( 1,908)	-
		( 138,684)	( 1)	( 45,522)	( 1)

(Continued on the next page)

(Continued from the previous page)

Code		2024		2023
		Amount	%	Amount	%
8360	Items that may be reclassified subsequently to profit or loss:
8361	Exchange differences on translating the financial statements of foreign operations	$ 160,116	1	($ 52,067)	-
8371	Share of other comprehensive income (loss) of associates accounted for using the equity method - exchange differences on translating the financial statements of foreign operations	2,734	-	( 819)	-
8390	Income tax relating to items that may be reclassified subsequently to profit or loss	( 32,023 )	-	10,413	-
		130,827	1	( 42,473 )	-
8300	Other comprehensive incomes (losses) for the year (net of income tax)	( 7,857 )	-	( 87,995 )	( 1 )
8500	Total comprehensive income for the year	($ 230,869 )	( 2 )	($ 361,532 )	( 3 )
	Loss per share
9710	Basic	($ 0.56 )		($ 0.69 )
9810	Diluted	($ 0.56 )		($ 0.69 )

The accompanying notes are an integral part of the Parent Company Only financial statements.

Notice to Readers:

Taita Chemical Co., Ltd.

Parent Company Only Statements of Changes in Equity

January 1 to December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code		Share capital		Capital surplus			Retained earnings				Other equity
		Shares (in thousands)	Amount	Long-term equity investments	Other capital surplus	Total	Legal reserve	Special reserve	Unappropriated earnings	Total	Exchange differences on translating the financial statements of foreign operations	Unrealized gain (loss) on financial assets at FVTOCI	Total	Total equity
A1	Balance at January 1, 2023	397,587	$3,975,868	$ 660	$ 439	$ 1,099	$ 457,804	$ 308,061	$2,254,818	$3,020,683	($ 110,541)	$ 319,105	$ 208,564	$7,206,214
B1	Appropriation of 2022 earnings
	Legal reserve	-	-	-	-	-	44,234	-	( 44,234 )	-	-	-	-	-
B5	Cash dividends distributed by the Company	-	-	-	-	-	-	-	( 198,793 )	( 198,793 )	-	-	-	( 198,793 )
T1	Changes in capital surplus	-	-	2,102	-	2,102	-	-	-	-	-	-	-	2,102
D1	Net loss for 2023	-	-	-	-	-	-	-	( 273,537 )	( 273,537 )	-	-	-	( 273,537 )
D3	Other comprehensive incomes after tax for the year 2023	-	-	-	-	-	-	-	7,485	7,485	( 42,473 )	( 53,007 )	( 95,480 )	( 87,995 )
D5	Total comprehensive income for the year 2023	-	-	-	-	-	-	-	( 266,052 )	( 266,052 )	( 42,473 )	( 53,007 )	( 95,480 )	( 361,532 )
Z1	Balance at December 31, 2023	397,587	3,975,868	2,762	439	3,201	502,038	308,061	1,745,739	2,555,838	( 153,014 )	266,098	113,084	6,647,991
B5	Appropriation of 2023 earnings
	Cash dividends distributed by the Company	-	-	-	-	-	-	-	( 119,276 )	( 119,276 )	-	-	-	( 119,276 )
T1	Changes in capital surplus	-	-	41	-	41	-	-	-	-	-	-	-	41
D1	Net loss for 2024	-	-	-	-	-	-	-	( 223,012 )	( 223,012 )	-	-	-	( 223,012 )
D3	Other comprehensive incomes after tax for the year 2024	-	-	-	-	-	-	-	27,466	27,466	130,827	( 166,150 )	( 35,323 )	( 7,857 )
D5	Total comprehensive income for the year 2024	-	-	-	-	-	-	-	( 195,546 )	( 195,546 )	130,827	( 166,150 )	( 35,323 )	( 230,869 )
Z1	Balance at December 31, 2024	397,587	$3,975,868	$ 2,803	$ 439	$ 3,242	$ 502,038	$ 308,061	$1,430,917	$2,241,016	($ 22,187 )	$ 99,948	$ 77,761	$6,297,887

The accompanying notes are an integral part of the Parent Company Only financial statements.

Notice to Readers:

Taita Chemical Co., Ltd.

Parent Company Only Statements of Cash Flow

January 1 to December 31, 2024 and 2023

(In Thousands of New Taiwan Dollars)

Code		2024	2023
A10000	Cash flows from operating activities
	Net loss before income tax for the year	($ 281,676)	($ 339,010)
	Income, expenses, and losses items
A20100	Depreciation expenses	172,365	170,566
A20200	Amortization expenses	498	1,781
A20300	Expected credit impairment loss (reversal gain)	427	( 218)
A20400	Net loss (gain) on financial assets and liabilities measured at fair value through profit or loss	2,915	( 1,115)
A20900	Financial costs	39,227	19,850
A21200	Interest income	( 12,955)	( 7,602)
A21300	Dividend income	( 8,286)	( 11,884)
A22300	Shares of profit (loss) in subsidiaries and/or associates accounted for under the equity method	( 75,609)	60,996
A22500	Loss (gain) on disposal and retirement of property, factory and equipment	97	( 960)
A23700	Reversal for write-downs of inventories and obsolescence losses	( 15,890)	( 1,830)
A29900	Provision for refund liabilities	8,649	8,123
A30000	Changes in operating assets and liabilities
A31115	Financial assets at fair value through profit or loss	( 262,743)	254,990
A31130	Notes receivable	( 2,974)	18,660
A31150	Accounts receivable	( 292,506)	104,857
A31160	Accounts receivable from related parties	( 4,060)	( 4,200)
A31180	Other receivables	( 13,759)	( 3,560)
A31190	Other receivables from related parties	( 15,710)	538
A31200	Inventories	( 50,533)	( 163,827)
A31230	Prepayments and other current assets	( 7,553)	( 7,147)
A32150	Accounts payable	152,269	102,536
A32160	Accounts payable from related parties	30	( 608)
A32180	Other payables	58,115	( 31,460)
A32190	Other payables from related parties	1,691	( 655)
A32230	Other current liabilities	6,543	( 54,114)
A32240	Net Defined Benefit Liabilities	( 15,700)	( 17,532)
A33000	Net cash flows from operating activities	( 617,128)	97,175

(Continued on the next page)

(Continued from the previous page)

Code		2024	2023
A33100	Interest received	$ 12,576	$ 7,784
A33300	Interest paid	( 38,716 )	( 19,388 )
A33500	Income tax paid	( 1,313 )	( 140,480 )
AAAA	Net cash outflow from operating activities	( 644,581 )	( 54,909 )
	Cash flows from investing activities
B00040	Acquisition of financial assets measured at amortized cost	( 3,000 )	( 10,000 )
B00050	Disposal of financial assets measured at amortized cost	13,000	2,000
B01800	Acquisition of long-term equity investment using the equity method	-	( 10,931 )
B02700	Acquisition of property, plant and equipment	( 170,252 )	( 156,104 )
B02800	Disposal of property, plant, and equipment	215	960
B03700	Increase in guarantee deposits	( 15,670 )	( 18,188 )
B03800	Decrease in guarantee deposits	88	16,747
B07600	Dividends received	12,316	15,339
BBBB	Net cash outflow from investing activities	( 163,303 )	( 160,177 )
	Cash flows from financing activities
C00100	Increase in short-term borrowings	1,015,000	405,000
C01600	Proceeds from long-term borrowings	-	270,000
C01700	Repayment of long-term borrowings	-	( 300,000 )
C03000	Increase in refundable deposits received	386	-
C04020	Repayments of the principal portion of lease liabilities	( 4,665 )	( 4,615 )
C04300	Decrease in other non-current liabilities	-	( 638 )
C04500	Distribution of cash dividends	( 119,276 )	( 198,793 )
C04400	Refund of unclaimed overdue cash dividends	1,067	3,049
CCCC	Net cash inflow from financing activities	892,512	174,003
EEEE	Cash and cash equivalents increase (decrease) for the current year	84,628	( 41,083 )
E00100	Cash and cash equivalents at the beginning of period	436,896	477,979
E00200	Cash and cash equivalents at the end of period	$ 521,524	$ 436,896

The accompanying notes are an integral part of the Parent Company Only financial statements.

Notice to Readers:

Matters for Ratification and Discussion :

Proposal 2

Proposed by the Board

To ratify 2024 earnings distribution.

Description: 1. In 2024, net loss for the year plus the loss amount of items other than net loss for the year but included in current unappropriated earning is NT$ 195,545,927. Beginning unappropriated earnings and Accumulated deficit, By the end of 2024, the accumulated distributable earnings is NT$1,430,917,021 and will be distributed cash dividend NT$79,517,370, i.e. NT$0.2 per share. The unappropriated earnings after distribution will be NT$1,351,399,651.

Please refer to p.34, “Profit Distribution Table”, for details.
The cash dividends allocated to each shareholder shall be rounded down to a whole dollar amount of New Taiwan Dollars, and the total amount of allocation will be subject to the actual amount allocated.
Please authorize the Chairman to set a target date for the distribution of cash dividends after the adoption of this proposal.

Resolution :

33 -

Taita Chemical Company, Limited
2024 Profit Distribution Table

	expressed in NTD
Net loss before tax of 2024	(281,676,039)
Add: Tax expense	58,663,784
Net loss of 2024	(223,012,255)
Add: Retained earnings adjusted for the defined benefit plan after re-measurement	23,068,757
Add: Retained earnings adjusted for investments made under the equity method	4,397,571
Net loss for the year plus the loss amount of items other than net loss for the year but included in current unappropriated earning	(195,545,927)
Add: Beginning unappropriated earnings	1,626,462,948
Accumulated distributable earnings at the end of 2024	1,430,917,021
Distributable items:
(total number of issued shares:397,586,848)
Cash : NT$0.2 per share	79,517,370
Total amount of distribution	79,517,370
Unappropriated earnings at the end of 2024 transferred to the next year	1,351,399,651

Chairman : Wu, Yih-Guei

President : Wu, Pei-Chi

Chief Accounting Office : Li, Chun-Yao

34 -

Matters for Ratification and Discussion :

Proposal 3

Proposed by the Board

To approve the amendment to the “Articles of Incorporation”.

Description: 1. According to Article 14, Paragraph 6 of the Securities Exchange Act, a company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall specify in its articles of incorporation that a certain percentage of its annual earnings shall be allocated for salary adjustments or compensation distributions for its non-executive employees, it is proposed to amend part of the company's “Articles of Incorporation”.

The amendment to the “Articles of Incorporation” is shown in the next page.

Resolution:

35 -

Taita Chemical Company, Limited
The Amendment to the
"Articles of Incorporation"

After amendment	Before amendment	Description
Article 25:
If the Company retains earnings in the current year, it shall allocate the compensation to directors and employees. The compensation to directors shall be no more than 1% of the earnings gained in the current year, while the compensation to employees shall be no less than 1% of the earnings. Notwithstanding, if the Company retains accumulated losses, it shall reserve the amount to be covered in advance.

The compensation percentage to the non-executive employees shall be no less than 40% of the total amount of employee compensation as mentioned in the preceding paragraph.

Said compensation to employees may be allocated in the form of shares or in cash, including the employees of parents or subsidiaries of the Company’s subsidiaries meeting certain specific requirements entitled to receive shares or cash. The specific requirements shall be defined by the Board of Directors.

If the Company has net profits after tax according to its annual financial account, the Company may, after making up all past losses, set aside a 10% legal reserve from the remainder, if any. The remaining allocable | Article 25:
If the Company retains earnings in the current year, it shall allocate the compensation to directors and employees. The compensation to directors shall be no more than 1% of the earnings gained in the current year, while the compensation to employees shall be no less than 1% of the earnings. Notwithstanding, if the Company retains accumulated losses, it shall reserve the amount to be covered in advance.

If the Company has net profits after tax according to its annual financial account, the Company may, after making up all past losses, set aside a 10% legal reserve from the remainder, if any. The remaining allocable | According to Article 14, Paragraph 6 of the Securities Exchange Act, add the compensation percentage to the non-executive employees. |

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earnings, if any, plus the accumulated unappropriated earnings for prior years and the balance after provision or reversal of special earnings required by the competent authority, shall be accumulated allocable earnings, which shall be allocated according to the proposal drafted by the Board of Directors and resolution made by a general shareholders’ meeting duly. The shareholders’ meeting may retain the earnings, in whole or in part, subject to the overview of business. As the industry which the Company is engaged in refers to a matured industry, when resolving to allocate earnings, in consideration of the R&D needs and diversified business, the shareholders’ dividend allocable shall be no less than 10% of the allocable earnings, including the cash dividend no less than 10% of the whole dividends. Notwithstanding, no dividend shall be allocated, if the allocable earnings per share is less than NT$0.1.	earnings, if any, plus the accumulated unappropriated earnings for prior years and the balance after provision or reversal of special earnings required by the competent authority, shall be accumulated allocable earnings, which shall be allocated according to the proposal drafted by the Board of Directors and resolution made by a general shareholders’ meeting duly. The shareholders’ meeting may retain the earnings, in whole or in part, subject to the overview of business. As the industry which the Company is engaged in refers to a matured industry, when resolving to allocate earnings, in consideration of the R&D needs and diversified business, the shareholders’ dividend allocable shall be no less than 10% of the allocable earnings, including the cash dividend no less than 10% of the whole dividends. Notwithstanding, no dividend shall be allocated, if the allocable earnings per share is less than NT$0.1.
Article 28: The Articles of Incorporation was established on December 4, 1959. (following content omitted) 56th amendments hereto were made on May 28, 2025.	Article 28: The Articles of Incorporation was established on December 4, 1959. (following content omitted) 55th amendments hereto were made on May 30, 2023.	Add the revision date.

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Matters for Ratification and Discussion :

Proposal 4

Proposed by the Board

To approve the permission of directors for competitive actions.

Description: 1. Referring to Article 209 of the Company Act, "A director, who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."

Directors of the Company engage in business within the scope of business of the Company are tabulated below. Without harming the interest of the Company, it is proposed to allow their act in accordance with the Company Act.

Name of Directors	Concurrent Employers	Title
Wu, Yi-Gui
(Representative of Union Polymer International Investment Corporation)	Swanson Technologies Trading (Kunshan)
Company Limited	Director
Wu, Pei-Chi
(Representative of Union Polymer International Investment Corporation)	Swanson Technologies Trading (Kunshan)
Company Limited	Director

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| Pi, Shu-Chien
(Investment Corporation) | UPCM Trading
(Thailand) Company Limited、UPCM Trading (Vietnam) Company Limited、Logical Path Limited、Glory Ace International Inc.、Pure Fantasy Ltd.、Magic Props Investment Ltd.、Union Hong Kong Petrochemicals Company Limited、Charmon International Limited、Modern Vantage Limited | Director |
| --- | --- | --- |

Resolution :

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III. Extemporary Motions

IV. Meeting Adjournment

Appendix 1
Taita Chemical Company, Limited
Parliamentary Rules for Shareholders’ Meetings
Amended on May 30, 2023

Article 1
To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2
The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3
(Convening shareholders meetings and shareholders meeting notices)
Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
Any changes to the convening of a shareholders meeting shall be resolved by the board meeting, which should be completed at the latest before the notice of the shareholders meeting is sent.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and the shareholders meeting agenda and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation.
The abovementioned meeting agenda and supplementary materials shall be made available by this Corporation to shareholders in the following ways on the day of the shareholders meeting:
1. For physical shareholders meetings, to be distributed on-site at the meeting.
2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the video conferencing platform.

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For virtual-only shareholders meetings, electronic documents should be shared on the video conferencing platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and publish, and the main contents for the reason should be listed and explained according to law, and shall not be raised by an extraordinary motion.

If re-election of the complete board of directors is listed as the purpose of a meeting of shareholders and the inauguration date is stated, after the completion of the board of directors, the inauguration date shall not be changed by a motion or other means in the same meeting of shareholders.

A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission in writing or by way of electronic transmission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 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.

Should the shareholder decide to attend the shareholders meeting by video conferencing after a proxy form has been received by this Corporation, a written notice of proxy

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cancellation shall be sent to this Corporation 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

(Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

The restriction on the place of the meeting shall not apply when this Corporation convenes a virtual-only.

Article 6

(Preparation of documents such as the attendance book)

This Corporation shall specify in its shareholders meeting notices the time during which shareholder, solicitors and proxies (collectively "shareholders") attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Registering to the video conferencing platform of the shareholders meeting should be completed at least 30 minutes before the meeting starts, those who complete the registration process are considered to have attended the meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials.

Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

For shareholders meetings that are held by video conferencing, shareholders who would like to attend the video conferencing of shareholders meeting should register with this Corporation at least two days before the shareholders meeting.

For shareholders meetings that are held by video conferencing, this Corporation shall upload the meeting agenda, annual report and other relevant information to the video

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conferencing platform 30 minutes before the shareholders meeting, and keep this information disclosed until the end of the meeting.

Article 6-1:
(Matters to be included in the notice for the shareholders meeting conducted via video conferencing)

The shareholders meeting notice should specify the following matters if the meeting is also made available through video conferencing:

Methods of participation in the meeting through video conferencing and for exercising their rights.
The handling of issues with the video conferencing platform or participation in the video conference due to natural disasters, incidents or other force majeure events.
Other matters as required by law.

Article 7
(The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

This Corporation 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
(Documentation of a shareholders meeting by audio or video)

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 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.

For the shareholders meetings held by video conferencing, this Corporation shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting.

The abovementioned materials and audio and video recordings shall be properly retained by this Corporation during the period of existence.

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Article 9

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and number of shares represented as checked in to the video conferencing meeting platform, 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, and announce relevant information of the number of non-voting shares and the number of shares in attendance, etc. 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 1 hour, may be made.

Article 10

(Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Any extemporary motion(s) and/or the amendment(s) to the original proposal(s) shall be resolved. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

When the chair is of the opinion that a proposal and of amendments or extraordinary motions has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote, and Specify the voting time, and that the shareholders present should complete voting before the voting time ends.

Article 11

(Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Report Items and matters unrelated to the proposals will not be put into discussion or

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vote. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 3 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

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

For the shareholders meetings held by video conferencing, the shareholders who attend the meeting by video conferencing may raise their questions in text on the video conferencing platform after the chair announces the start of the meeting and before the chair announces the ending of the meeting. A shareholder may not raise their questions more than twice for a single motion, and each question is limited to 200 words.

Article 12

(Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

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 3 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

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of

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the Company Act.

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

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

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by video conferencing, 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 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders.

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

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

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

After the chair announces the start of the meeting, the shareholders who participate in

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the meeting through video conferencing shall conduct voting on various motions and election through the video conferencing platform, and must complete the voting before the chair announces the close of voting. Those who do not complete the voting before the announced ending time are considered abstention.

For the shareholders meetings held by video conferencing, the votes shall be counted once after the chair announces the close of voting, and the results of the voting and election will be announced.

Article 14

(Election)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected and the names not elected as directors and the number of votes obtained.

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 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results of resolution (including a record made of the vote); where there is an election of directors, shall record the number of the vote for each candidate who is nominated and the minutes shall be retained for the duration of the existence of this Corporation.

Article 16

(Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies and number of shares whose voting rights are exercised by correspondence or electronically, and shall make an express disclosure of the same at the place of the shareholders meeting. For shareholders meetings that are held by video conferencing, this Corporation shall upload the above

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information to the video conferencing platform 30 minutes before the shareholders meeting, and keep it disclosed until the end of the meeting.

When the shareholders meeting by video conferencing is announced to start, the number of voting rights of the attending shareholders shall be disclosed on the video conferencing platform. The same applies to when the total number of shares of the shareholders in attendance and a new tally of votes is released during the meeting.

Article 17

(Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

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

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

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

Article 18

(Recess and resumption of a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

Article 19

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 2

Articles of Incorporation
of Taita Chemical Company, Limited
(Before Amendment)

Section 1. General Provisions

Article 1: The Company is incorporated under the Company Act of the Republic of China and named “台達化學工業股份有限公司” and “TAITA CHEMICAL COMPANY, LIMITED” in English.

Article 2: The scope of the Company’s business is specified as follows:
1. Production and sales of Polystyrene resin and articles therefore.
2. Production and sales of Acrylonitrile-butadiene-styrene (ABS) Copolymers.
3. Production and sales of Styrene-acrylonitrile (SAN) Copolymers.
4. Glasswool and articles therefore.
5. Plastic resins and articles therefore.
6. E303020 Noise and vibration restricting engineering.
7. E801010 Building Maintenance and Upholstery.
8. ZZ99999 Other than business requiring special approval, any business not prohibited or restricted by laws or regulations.

Article 2-1: The Company’s total investment may be exempted from the restriction for no more than 40% of the paid-in capital prescribed by Article 13 of the Company Act.

Article 2-2: The Company may make endorsement/guarantee externally due to the Company’s business needs or investment needs. The endorsement/guarantee shall be signed by the Chairman on behalf of the Company and comply with the Company’s operating procedure for making endorsement/guarantee.

Article 3: The Company’s head office is situated in Taipei City, Taiwan, the R.O.C., and, when necessary and approved by boards’ meeting, may set up branches and factories locally or overseas considered by the Company as adequate.

Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.

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Section 2. Stocks

Article 5: The total capital stock of the Company shall be in the amount of NT$4,000,000,000, divided into 400,000,000 common shares, at a par value of NT$10 per share, and may be issued in installments.

Article 6: When issuing shares, this Company may be exempted from printing the stocks for such shares, provided that registration to and retention by a centralized securities depository enterprise shall be made. Printed stocks shall be registered stocks signed or stamped by the directors representing the Company. Such stocks shall be numbered, and certified by the law prior to issuance.

Article 6-1: (Deleted)

Article 7: The Company’s handling of it’s shareholders services shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies” prescribed by the competent securities authority’s.

Article 8: (Deleted)

Article 9: (Deleted)

Article 10: The transfer of shares shall not be registered within 60 days prior to the convening date of a general shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within five (5) days prior to the record date fixed by the Company for distribution of dividends, bonus or other benefits.

Section 3. Shareholders’ Meeting

Article 11: The Company’s shareholders’ meetings consist of the following:

General shareholders’ meeting, shall be held once a year and within six (6) months after close of each fiscal year.
Special shareholders’ meeting, may be convened pursuant to laws when necessary.

Unless otherwise provided for in other laws, a shareholders’ meetings shall be convened by the Board of Directors.

Article 11-1: Shareholders’ meeting of the company can be held by video conferencing or other methods announced by the central competent authority.

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Article 12: Unless otherwise provided for in laws or the Articles, each of shares held by each shareholder shall have the right to one (1) vote. Where any shareholder fails to attend a shareholders' meeting, he/she/it may appoint a proxy, pursuant to the Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meeting of Public Companies”, to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.

Article 13: Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the shareholders present, who represent more than a majority of the total issued shares. A shareholder who exercises his/her/its voting power at a shareholders meeting by way of writing or electronic transmission shall be deemed to have attended said shareholders' meeting in person. The related matters shall be implemented in accordance with laws.

Article 14: Unless otherwise provided in the Company Act, a shareholders' meeting shall be chaired and convened by the Company’s Chairman of Board. Where the Chairman is absent, the Chairman shall appoint a proxy to act on behalf of him/her.

A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors.

A shareholders’ meeting shall be proceeded in accordance with the Company’s Parliamentary Rules for Shareholders’ Meetings.

Section 4. Directors and Audit Committee

Article 15: The Board of Directors has 9 to 11 seats. The candidate nomination system shall apply to the directorial election for the meeting of shareholders to elect directors among the nominated candidates.

Article 15-1: The directors referred to in the preceding Article shall include at least three (3) independent directors.

The professional qualifications, shares held, restrictions on concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be governed by the competent securities authority’s related regulations.

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Article 15-2: The Company shall establish an Audit Committee pursuant to the Securities and Exchange Act, which shall consist of all independent directors of the Company. The Audit Committee or the committee members shall be responsible for exercising a supervisor's power prescribed by the Company Act, Securities and Exchange Act, and other related laws.

Article 15-3: The Company's Board of Directors may establish other functional committees. The articles of association thereof shall be established by the Board of Directors.

Article 16: The Chairman of the Board of Directors shall be elected from among the directors by a majority vote at a directors' meeting attended by over two-thirds of the directors, pursuant to Article 208 of the Company Act. The Chairman of the Board of Directors shall externally represent the Company and shall implement the resolutions made by shareholders' meetings and directors' meetings. A director may authorize another director to attend the directors' meeting on behalf of him/her pursuant to Article 205 of the Company Act. It shall be stated the scope of authorization. A director may accept the appointment to act as the proxy of one other director only. The total shares of the Company's registered share certificates held by the whole directors shall be no less than the proportion prescribed by the Securities and Exchange Act.

Article 17: Unless otherwise provided for in laws or orders, directors' meetings shall be convened and chaired by the Chairman. Where the Chairman is absent, the Chairman shall appoint a director to act on behalf of him/her. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the board of directors. Resolutions at a directors' meeting shall, unless otherwise provided for in Company Act or other laws, be adopted by a majority of eligible votes of the directors at a meeting attended by a majority of the whole directors.

Article 18: The functions of the Board of Directors:
1. Decide the business policy;
2. Review budget and final accounts;
3. Review important regulations;
4. Draft the allocation of earnings or covering of loss;
5. Draft the increase or decrease in capital;
6. Exercise the powers granted pursuant to laws and Articles of Incorporation and by a shareholders' meeting.

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Article 19: The convener shall notify each director of the agenda within seven (7) days prior to the meeting. However, in the case of emergency, the meeting may be convened at any time.

A directors’ meeting may be convened in writing or by electronic transmission.

Article 20: The amounts of remuneration to directors shall be determined by the directors’ meeting based on the rate prevailing in fellow companies and the directors’ participation in and contribution to the Company’s operation, regardless of whether or not the Company operates or profit. If a director serves other positions concurrently in the Company, he/she may be remunerated with salary according to general standard.

Article 21: The Board of Directors has set up a Secretariat of the Board dedicated to handling the affairs related to the Board of Directors.

Section 5. Managerial Personnel and Personnel

Article 22: Job title, appointment, discharge and remuneration of the Company’s managerial personnel, if any, shall be decided by a majority of the directors present at a meeting attended by a majority of the whole directors.

Article 23: The Company’s managerial personnel shall process the Company’s routine affairs per the resolution made by a directors’ meeting.

Article 23-1: The Company shall purchase liability insurance against the damages to be borne by directors and officers with respect to the scope of business carried out by them during their term of office.

Section 6. Final Accounts/ Allocation of Earnings

Article 24: The Company’s fiscal year shall commence from January 1 until December 31 of each year. The Board of Directors shall prepare the following reports at the end of each fiscal year and send them to the general shareholders’ meeting for recognition:

Business report;
Financial statements;
Motion for allocation of earnings or covering of loss.
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Article 25: If the Company retains earnings in the current year, it shall allocate the compensation to directors and employees. The compensation to directors shall be no more than 1% of the earnings gained in the current year, while the compensation to employees shall be no less than 1% of the earnings. Notwithstanding, if the Company retains accumulated losses, it shall reserve the amount to be covered in advance.

If the Company has net profits after tax according to its annual financial account, the Company may, after making up all past losses, set aside a 10% legal reserve from the remainder, if any. The remaining allocable earnings, if any, plus the accumulated unappropriated earnings for prior years and the balance after provision or reversal of special earnings required by the competent authority, shall be accumulated allocable earnings, which shall be allocated according to the proposal drafted by the Board of Directors and resolution made by a general shareholders’ meeting duly. The shareholders’ meeting may retain the earnings, in whole or in part, subject to the overview of business.

As the industry which the Company is engaged in refers to a matured industry, when resolving to allocate earnings, in consideration of the R&D needs and diversified business, the shareholders’ dividend allocable shall be no less than 10% of the allocable earnings, including the cash dividend no less than 10% of the whole dividends. Notwithstanding, no dividend shall be allocated, if the allocable earnings per share is less than NT$0.1.

Article 26: The Company’s articles of association and enforcement rules thereof shall be established separately.

Article 27: Any matters not covered herein shall be implemented in accordance with the Company Act and related laws of the R.O.C.

Article 28: The Articles of Incorporation was established on December 4, 1959. (following content omitted) 55th amendments hereto were made on May 30, 2023.

In case of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

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Appendix 3

Taita Chemical Company, Limited

Stake of Directors

Title	Name	Stake
Chairman	Wu, Yi-Gui
(Representative of Union Polymer International Investment Corporation)	146,263,260
Director	Ma, Yi-kung
(Representative of USIFE Investment Co., Ltd.)	1,415,368
Director	Wu, Pei-Chi
(Representative of Union Polymer International Investment Corporation)	146,263,260
Director	Ying, Pao-Lo
(Representative of USIFE Investment Co., Ltd.)	1,415,368
Director	Pi, Shu-Chien
(Representative of Taiwan Union International Investment Corporation)	8,854,995
Independent Director	Chen, Tyan-Wen	0
Independent Director	Way, Yung-Do	0
Independent Director	Lee, Kuo-Shiang	0
Independent Director	Chen, Piao-Chun	0
Total Stake of Directors		156,533,623
Stake by Law of Directors		15,903,474

Note: 1. The said stake is the number of shares registered in the List of Shareholders dated by the book due date (March 30) of the 2025 AGM.
2. The total issued shares of TTC are 397,586,848 shares.

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Appendix 4

The Impact of Stock Dividend Issuance on Business Performance, EPS, and ROE:

No estimates should be disclosed as no financial forecast was made for 2025.

Appendix 5

Description of shareholders proposals :

Referring to Article 172-1 of the Company Act: "Shareholder(s) holding one per cent (1%) or more of the total number of outstanding shares of a company may make a proposal for discussion at a general meeting of shareholders, provided that only one matter shall be allowed in each single proposal of not more than 300 words."
The acceptance period of proposals from shareholders for the 2025 AGM is from March 20, 2025 to March 30, 2025. Such information was disclosed on the Market Observation Post System by law on March 12, 2025.
No proposal from shareholder was received during the said period.
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AI assistant

TTC — AGM Information 2025

51768_rns_2025-06-13_f6a47f68-6523-488b-a5d1-b617a813fd5f.pdf

Table of Contents

Appendices :

II. Matters for Ratification and Discussion :

Other matters

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

The CPA's Responsibilities for the Audit of the Consolidated Financial Statements

Taita Chemical Co., Ltd. and Subsidiaries

Taita Chemical Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity

Taita Chemical Co., Ltd. and Subsidiaries

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Taita Chemical Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2024 and 2023

Notice to Readers:

Taita Chemical Co., Ltd.

Parent Company Only Statements of Comprehensive Income

Taita Chemical Co., Ltd.

Parent Company Only Statements of Changes in Equity

January 1 to December 31, 2024 and 2023

Taita Chemical Co., Ltd.

Parent Company Only Statements of Cash Flow

January 1 to December 31, 2024 and 2023

Article 4

Article 5

Article 6

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Article 19

Section 4. Directors and Audit Committee

Section 5. Managerial Personnel and Personnel

Section 6. Final Accounts/ Allocation of Earnings

Appendix 3

Taita Chemical Company, Limited

Stake of Directors

Appendix 4

More from TTC

TTC AGM Information 2025