TTC - AGM Information 2025 | FinancialReports.eu

Meeting Procedure ............................................................................... 1 Agenda ................................................................................................. 2 Rules of Procedure ............................................................................... 3 Election matters .................................................................................. 13 Reports ............................................................................................... 16 Matters to be ratified .......................................................................... 23 Discussion .......................................................................................... 37 Extempore motions ............................................................................. 46

Attachment Rules for the Directors Election ......................................................... 47 Articles of Incorporation .................................................................... 52 List of the Company’s Current Directors ........................................... 64

Taiwan Tea Corporation Procedure for the 2025 Annual Meeting of

Shareholders

1. Commencement of the Meeting

Chairman Takes Chair

3. Chairman Calls the Meeting to Order

Election matters
Reports
Matters to be Ratified

7. Discussion

8. Extempore Motions

9. Adjournment

Taiwan Tea Corporation Agenda of the 2025 Annual Meeting of Shareholders

Date and time: 9 A.M. Wednesday, June 18, 2025
Venue: No. 19, Sanmin Rd., Hukou Township, Hsinchu County
The way the meeting is held: Physical shareholders' meeting
Meeting commences as scheduled
Chairman calls the meeting to order
Election matters
(1) Re-election of all board members.
Reports
(1) 2024 Business Report.
(2) Audit Committee’s 2024 Review Report.

8. Matters to be ratified

(1) Proposal for ratification of the 2024 operational reports (including the business report and standalone financial statements) of the Company.
(2) Proposal for ratification of the 2024 earning distribution and loss reimbursement of the Company.

9. Discussions

(1) Partial amendments to the Company’s “Articles of Incorporation” were adopted.
(2) Discussion on the lifting of non-competition restrictions on new Directors.
Extempore motions
Adjournment
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Rules of Procedure for Shareholders’ Meetings of Taiwan Tea Corporation

Establishment on June 24, 1977 Amendment on March 28, 1998 Amendment on June 17, 2002 Amendment on May 30, 2007 Amendment on June 10, 2011 Amendment on June 5, 2012 Continuous use after amendment on September 29, 2016

Article 1: In order to establish a good governance system for the Company’s shareholders’ meetings, enhance the supervision capability and strengthen the management function, the Rules were established based on Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2: Unless otherwise specified by the laws or the Articles of Incorporation, the Company’s procedural rules for shareholders’ meetings shall be subject to the regulations of the Rules.
Article 3: Unless otherwise specified by the laws, the shareholders’ meetings of the Company shall be convened by the Board of Directors. Shareholders shall be notified 30 days before convening an annual shareholders’ meeting; for shareholders holding less than 1,000 shares of registered shares, they shall be notified by making an announcement on the Market Observation Post System 30 days prior to the meeting. As for an interim meeting of shareholders, the shareholders shall be informed 15 days before the meeting; for shareholders holding less than 1,000 shares of registered shares, they shall be notified by making an announcement on the Market Observation Post System 15 days prior to the meeting. The Company shall prepare electronic files of the meeting notice, proxy forms, explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System 30 days before convening an annual shareholders’ meeting or 15 days before an interim meeting. In addition, the Company shall also prepare the shareholders’ meeting handbook and supplementary materials for the meeting in electronic version and upload them to the Market Observation Post System at least 21 days before an annual shareholders’ meeting or 15 days before an interim meeting of
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shareholders. The hard copies of the shareholders’ meeting handbook and supplementary materials for the meeting shall be prepared 15 days before the meeting, available at the Company's offices and the association of service agency thereof, and provided for shareholders at the meeting. The cause of convening a meeting shall be specified in the notice and announcement of the meeting.

Motions of election or discharge of directors, alteration of the articles of incorporation, dissolution, merger, split up of the Company, or anything as stated in Article 185-1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, shall be stated in the cause of calling for the meeting and cannot be proposed as impromptu motions. Shareholders holding 1% or more of total issued shares may submit a written proposal to the Company for discussion at an annual meeting of shareholders. However, each shareholder may only submit one proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The Board may decline a proposal of motions pertinent to any conditions as specified in Article 172-1-(4) of the Company Act and not include them into the agenda.

The Company shall announce the acceptance of proposals submitted by shareholders. The place and the period for them to submit the proposals before the date on which share transfer registration is suspended before the convention of an annual shareholders’ meeting. The period for accepting the proposals shall not be less than 10 days.

The number of words of a proposal submitted by a shareholder shall be limited to not more than three hundred (300) words. Any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who submitted the proposal shall attend, in person or by proxy, the annual meeting of shareholders and participate in the discussion of such a proposal. The Company shall, prior to giving a shareholders’ meeting notice, inform all the shareholders submitting proposals of the proposal acceptance results and list the proposals meeting the regulations of this Article in the meeting notice. For the proposals submitted by shareholders not included in the agenda, the Board shall explain the reason for such exclusion at the shareholders’ meeting.

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Article 4: A shareholder may appoint a proxy to attend a shareholders’ meeting on his or her behalf with the Company’s proxy form specifying the scope of authorization.

A shareholder is limited to appoint a proxy with a proxy form and the proxy form shall be delivered to the Company no later than 5 days before a shareholders’ meeting. In case two or more proxy forms are received from one shareholder, the first one received by the Company shall prevail; unless a declaration for revocation of the previous proxy is made.

If the shareholder intends to attend the shareholders’ meeting in person after the Company receives the proxy, he or she shall provide a written notice to the Company for revocation of the proxy 2 days prior to the shareholders’ meeting. Otherwise, the voting right exercised by the authorized proxy at the meeting shall prevail.

Article 5: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 6: The Company shall specify the time and counter of shareholder registration and other relevant matters in the meeting notice.

The aforesaid shareholder registration shall begin 30 minutes prior to the meeting; sufficient and appropriate personnel shall be designated to conduct the registration at the counter, which shall be clearly identifiable.

A shareholder or a proxy authorized thereby (hereinafter referred to as the Shareholder) shall attend a shareholders’ meeting with his/her attendance card, sign-in card, or other certificates of attendance. Proxy solicitors shall bring their ID documents for verification.

The Company shall prepare a sign-in book for participating shareholders to sign, or a shareholder may also hand in his/her attendance sign-in card instead of signing.

The Company shall provide the shareholders attending the shareholders’ meeting with the meeting handbook, annual report,

attendance card, speaker's slip and other materials related to the meeting. If there is an election of directors at the meeting, a ballot shall be attached.

Where the government or a juristic person is a shareholder, more than one representative may be assigned to attend the shareholders’ meeting. Where a juristic person is authorized to attend the shareholders’ meeting, only one representative may be assigned to attend the meeting.

Article 7: If a shareholders’ meeting is convened by the Board of Directors, the chair of the meeting shall be the Company’s Chairman. In case the Chairman is unable to perform duty due to leave of absence or any reasons, the Vice Chairman shall act on behalf of the Chairman. Where there is no Vice Chairman, or the Vice Chairman is also on leave of absence or is unable to perform his/her duty, the Chairman will appoint one of the directors to act on his/her behalf. If no one is appointed, the directors shall appoint one among themselves to perform the Chairman's duties on behalf thereof.

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

It is advisable that a shareholders’ meeting convened by the Board of Directors shall have half or more of the directors in the Board present.

If a shareholders' meeting is convened by a party with the power to convene but other than the Board of Directors, the convening party shall chair the meeting. If there are two or more convening parties, one of them shall serve as the chairman.

The Company may appoint the retained attorney(s)-at-law, certified public accountant(s) or relevant personnel to participate in a shareholders’ meeting.

Article 8: The Company shall continuously record and tape-record the attendance registration of shareholders since the start of the

registration, the process of a meeting and the voting and vote counting process.

The video and audio recording as mentioned in the preceding paragraph shall be kept at least for one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9: Attendance at shareholders’ meetings shall be counted based on numbers of shares. The number of shares represented by the shareholders attending the meeting shall be based on the sign-in book's information or the sign-in cards collected, plus the number of shares with voting rights exercised in writing.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour of postponement. In the event that after twice postponements, the present shareholders represent still less than one-third of the total issued shares, the chair may announce the termination of the meeting.

If the quorum does not meet after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, the attending shareholders may reach a tentative resolution pursuant to Paragraph 1, Article 175 of the Company Act. Notice of such tentative resolution shall be given to each of the shareholders, and a shareholders’ meeting shall be reconvened within one month. When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the

preceding paragraph apply mutatis mutandis to a shareholder’s meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the arranged meeting agenda (including impromptu motions) as stated in the preceding two paragraphs, except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, by agreement of a majority of the votes represented by the attending shareholders, one person shall be elected to continuously chair the meeting.

The chair shall grant adequate opportunities for clarification and discussion on an amendment or impromptu motions proposed by a shareholder. When the amendment or motion is considered to have been sufficiently discussed, the chair may announce to discontinue further discussions to proceed with the vote.

Article 11: Before speaking, an attending shareholder must fill in a speaker's slip with the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which the shareholders speak will be set by the chairman.

An attending shareholder who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken In case the content of the speech does not correspond to the content in the speaker's slip, the former shall prevail.

Each shareholder may not speak on the same proposal more than twice and for not more than 5 minutes each time unless otherwise permitted by the chairman. If the shareholder's speech violates the regulations or exceeds the scope of the agenda item, the chair may terminate the speech.

When a shareholder has the floor, other shareholders shall not interfere unless at the chair's consent or the shareholder who is taking the floor. Any unrestrained action shall be discouraged by the chairman. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives may speak on the same proposal.

After a present shareholder completes the speech, the chair may respond either in person or through a relevant person designated.

Article 12: Voting in shareholders' meetings shall be calculated based on the number of shares.

For the resolution of a shareholders’ meeting, the shareholders' shares having no voting right shall not be counted in the total number of issued shares.

A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the Company's interests, shall not vote nor exercise the voting right on behalf of another shareholder.

The number of shares mentioned in the preceding paragraph that cannot be exercised for voting rights shall not be counted as the voting rights of the shareholders attending the meeting.

Except for trust enterprises or associations of service agency approved by the competent authority, when a person acts as the proxy for two or more shareholders, the number of voting rights represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the extra votes shall not be counted. 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 Paragraph 2, Article 179 of the Company Act.

The shareholders of the Company may execute their voting rights in writing in a shareholders’ meeting. Such mean of exercising the voting rights shall be expressly provided in the notice of the shareholders’ meeting. Shareholders who exercise their voting rights in writing shall be deemed to have attended the shareholders’ meeting in person, but shall be deemed to have waived their voting rights in respect of any impromptu motions and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders’ meeting.

Where a shareholder elects to exercise his/her voting right in writing, his/her declaration of intention shall be served to the Company at least 5 days prior to the shareholders' meeting, whereas if two or

more declarations of the same intention are served to the Company, the first declaration of such intention received shall prevail; unless an explicit statement to revoke the previous declaration is made.

In case a shareholder who has exercised his/her voting right in writing intends to attend the shareholder’s meeting in person, he/she shall, 2 days prior to the meeting and in the same manner previously used in exercising his/her voting right, serve a separate declaration of intention to rescind his/her previous declaration of intention made in exercising the voting right under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting right exercised in writing shall prevail. If a shareholder has exercised his/her voting right in writing and also authorized a proxy to attend the shareholders' meeting on his/her behalf, the voting right exercised by the authorized proxy at the meeting shall prevail.

Unless otherwise provided in the Company Act and the Articles of Incorporation of the Company, the decision of a proposal shall be resolved by a majority vote of the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall announce the total number of voting rights represented by the attending shareholders.

A proposal is considered passed if the chair receives no objection from any attending shareholders. This voting method shall carry the same effect as the conventional ballot method. For proposals to which any objection is raised, a decision shall be made by voting as stated in the preceding paragraphs. Besides proposals listed in the agenda, any other proposals, amendments or alternatives to the original proposals submitted by the shareholders shall have other shareholders' support. When there is an amendment or alternative to a proposal, the chair shall present the amendment or alternative together with the original proposal and decide the order in which they will be put to a vote. If one of these proposals is passed, all the other proposals shall be deemed vetoed and no further voting is necessary. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company.

The ballots in the voting or election process in a shareholders’

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meeting shall be counted in an open manner inside the venue and immediately after vote counting has been completed. The voting results, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14: Where directors are elected in a shareholders' meeting, the election shall be duly conducted in accordance with relevant election regulations of the Company. The result of the election, including the names of elected directors and the number of votes, shall be announced on-the-spot.
The ballots for the aforementioned election shall be kept in the box, sealed and signed by the monitoring personnel, and retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 15: Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the chair's signature or seal and distributed to all shareholders of the Company within 20 days after the meeting. The distribution of the minutes of shareholders’ meetings may be effected by means of public notice.

The minutes of shareholders’ meetings shall record the date and place of the meeting, the name of the chairman, the method of resolution, and a summary of the essential points of the proceedings and the results of the meeting faithfully, and shall be kept persistently throughout the life of the Company.

Where no objection to the method of resolution as mentioned is raised upon the inquiry of the chair for opinions from shareholders, specify “passed at unanimous consent of all attending shareholders upon the inquiry of the chairman,” which shall carry the same effect as the voting method. In case any objection is raised by the shareholders, specify the voting method and the number of votes in favor of the proposal and the proportion to the voting rights.

Article 16: The Company 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 shall make an express disclosure of the same at the meeting venue on the date of the shareholders’ meeting.
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Where the proposals for resolutions may involve materiality under applicable regulations or Taiwan Stock Exchange Corporation (Taipei Exchange, TPEx), the Company shall upload the information to MOPS within the stipulated timeframe.

Article 17: Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or armbands.

The chair may instruct the marshals or security guards to assist with the maintenance of order. The marshals or security guards at the meeting venue assisting with maintenance of order shall wear armbands marked “Marshal” or identification cards.

Where the meeting venue is equipped with sound amplifier equipment, the chair may stop any speech delivered by shareholders not using the equipment installed by the Company.

When a shareholder violates the Rules of Procedure, defies the chair's correction, obstructs the proceedings and refuses to heed calls to stop, the chair may direct the marshals or security guards to escort the shareholder from the meeting.

Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19: These Rules shall take effect after being approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.

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Election matters

Proposed by the Board of Directors Subject: Re-election of all board members.

Description:

I. Service of the Company's 24th board of directors will end on May 19, 2025. Proposal to re-elect all board members during the current shareholder meeting.
II. Pursuant to the Company's Articles of Incorporation and resolutions of the 23rd meeting of the 24th board of directors, 9 directors (including 4 independent directors) shall be elected for the 25th board to serve a term of three years (from June 18, 2025 to June 17, 2028). The newly elected directors take office after the election at the shareholders’ meeting, and the incumbent directors perform their duties in accordance with the law until the date of re-election.
III. The upcoming director and independent director election shall proceed using the candidate nomination system as stipulated in the Articles of Incorporation and Article 1921 of The Company Act, in which shareholders will elect from the list of nominated candidates. The name list of the director and independent director candidates have been reviewed and adopted at the 24th meeting of the 24th board of directors; details are presented below:

(I) List of director candidates

Candidate	Gender	Education	Experience	Current position	Shareholding
Shan Young Asset Management Co., Ltd. Representative: Ching-Yuan Wu	Male	Master, Department of Architecture & Urban Planning, Chung Hua University	1. Chairman and General Manager of Taiwan Tea Corporation 2. Chairman and General Manager of Sanyang Motor Co., Ltd. 3. Chairman of Nan Yang	1. Chairman and General Manager of Taiwan Tea Corporation 2. Chairman and General Manager of Sanyang Motor Co., Ltd. 3. Chairman of Nan Yang	223,640,000 shares

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Candidate	Gender	Education	Experience	Current position	Shareholding
			Industries Co., Ltd.	Industries Co., Ltd. 4. Director of APh Corporation
Shan Young Asset Management Co., Ltd. Representative: Yu- Chang Huang	Male	Graduated from a vocational high school	1. Director of Taiwan Tea Corporation 2. Director of Sanyang Motor Co., Ltd. 3. Chairman of Quanmei Construction Co.,Ltd.	1. Director of Taiwan Tea Corporation 2. Director of Sanyang Motor Co., Ltd. 3. Chairman of Quanmei Construction Co.,Ltd.	223,640,000 shares
Shan Young Asset Management Co., Ltd. Representative: Chun-Hui Hsieh	Male	Department of Mechanical Engineering, National Cheng Kung University	Sales Engineer, Plant Manager, General Manager, Chairman of CTE TECH CORP.	1. Director of Taiwan Tea Corporation 2. Chairman of CTE TECH CORP.	223,640,000 shares
Shan Young Asset Management Co., Ltd. Representative: Hui-Ting Wu	Female	Master, University College Birmingham	1. Senior Audit of KPMG 2.Manager of Accounting Department, Sanyang Motor Co., Ltd. 3. Supervisor of Nan Yang Industries Co., Ltd. 4. Passed the senior examination for CPAs	1. Manager of Accounting Department, Sanyang Motor Co., Ltd. 2. Supervisor of Nan Yang Industries Co., Ltd.	223,640,000 shares
			1. Director of Taiwan Tea	1. Director of Taiwan Tea
		Department of	Corporation	Corporation
YSC Marketing		Chemical	2. Chairman of Vitalon Foods	2. Chairman of Vitalon Foods
Co., Ltd.		Engineering,	Co., Ltd.	Co., Ltd.	20,000,000
	Male
Representative:		National Cheng	3. Chairman of VITALON	3. Chairman of VITALON	shares

Wei-Lin Shao		Kung	Foundation	Foundation
		University	4. Chairman of YSC	4. Chairman of YSC Marketing
			MarketingCo.,Ltd.	Co.,Ltd.

(II) List of independent director candidates

Candidate	Gender	Education	Experience	Current position	Shareholding
			1. Judge of Taiwan
				1. Partner of Yuan,Chen &
			Kaohsiung District Court
				Partners Attorneys-at-Law
			2. Judge and Division-Chief
				2. Member of Taiwan Law
			Judge of Taiwan Taitung
		Master,		Society
			District Court
		Institute of		3. Independent Director of
			3. Partner of Yuan,Chen &
		China Studies,		Taiwan Tea Corporation
Sheng-Chen Li	Male		Partners Attorneys-at-Law		0 shares
		National Sun		4. Director of Bank of
			4. Independent Director of
		Yat-sen		Kaohsiung Co., Ltd.
			Taiwan Tea Corporation
		University		5. Independent Director of D-
			5. Independent Director of
				Link Corporation
			Tatung Co., Ltd.
				6. Director of Taiwan Styrene
			6. Independent Director of D-
				Monomer Corporation
			Link Corporation

		Master,
		Institute of
		Law, Central
		Police	1. Independent Director of
		University	Taiwan Tea Corporation
				1. Independent Director of
		Doctor,	2. Prosecutor of Taiwan
Chung-He				Taiwan Tea Corporation
	Male	Institute of	Hsinchu District		0 shares
Sung				2. Head of Chung - Ho
		Crime	Prosecutors Office
				International Law Office
		Prevention	3. Head of Chung - Ho

		and	International Law Office
		Corrections,
		Central Police
		University

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			1. Prosecutor of Special
			Investigation Division,
				1. Independent Director of
			Taiwan Kaohsiung/Tainan
				Taiwan Tea Corporation
			District Prosecutors Office
				2. Xxentria Technology
			2. Independent Director of
				Materials Co., Ltd.
		Ph.D. in	Taiwan Tea Corporation
				Independent director
		Criminal Law,	3. Director of Bioptik
				3. Independent Director of
		China	Technology, Inc
				Kuo Toong International
Sen-Jung Wang	Male	University of	4. Independent Director of		0 shares
				Co., Ltd.
		Political	Kuo Toong International
				4. Director of Bioptik
		Science and	Co., Ltd.
				Technology, Inc
		Law	5. Managing Attorney of
				5. Managing Attorney of
			CLASSIC AND
				CLASSIC AND
			SUPERIOR ATTORNEYS
				SUPERIOR ATTORNEYS
			AT LAW.
				AT LAW.
			6. Arbitrator of Beihai Court

			of International Arbitration
			1. Independent Director of
		Master,
			Taiwan Tea Corporation	1. Independent Director of
		College of
			2. Assistant Partner of	Taiwan Tea Corporation
		Law,
Li-Chi Yeh	Male		Formosan Brothers	2. Assistant Partner of	0 shares
		University of
			Attorneys-at-Law	Formosan Brothers
		Southern
			3. Lawyer of Yeh Li Chi Law	Attorneys-at-Law
		California
			Office

IV. Mr. Sheng-Tsheng Lee, has served as an independent director for three consecutive terms. As he has expertise in business administration and experience in corporate governance, often provides important advice to the Company, and makes significant contribution to the Company, he is nominated as a candidate of independent director again for this term of the Board of Directors.

Election Results

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Reports

One. 2024 Business Report

Taiwan Tea Corporation 2024 Business Report

I. 2024 Business results

(I) Implementation of the business plan

The net operating revenue in 2024 was NT$433,108 thousand with an increase of 14% from NT$379,507 thousand in 2023.

(II) Implementation of budgets

The Company did not disclose the financial forecast for 2024.

(III) Revenues and expenses, and profitability analysis

Financial income and expenditure

in 2024, the net operating revenue was NT$433,108 thousand, the operating cost was NT$271,116 thousand, the operating expense was NT$222,357 thousand, the net operating loss was NT$60,365 thousand, the net loss of non-operating income and expenditure was NT$114,795 thousand, and the net loss before tax was NT$175,160 thousand.

2. Profitabilit anal sis y y

Item	2024	2023
Return on assets	(0.34)%	(0.86)%
Ratio of return on shareholders’ equity	(1.38)%	(2.23)%
Net profit margin	(40.42)%	(75.74)%
Earnings perShare	NT$(0.22)	NT$(0.36)

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(IV) Performance in research and development

The main purpose of our tea leaf-related technology research and development is to cut down costs, improve productivity and enhance quality. Our R&D results are tested and corrected numerously before being put into actual use. We take advantage of our rich experience in traditional tea production and utilize technology equipment and technology from different fields to create better results.

In addition to the continuous implementation of the digital control and parameter tuning of production machines, algorithmaided flavor tasting and tea flavor matching were implemented for development of new products in 2024. In the future, digital algorithm tools will be used to shorten the time for training R&D personnel and improve the stability of the products.

II. Overview of 2025 Business Plan

(I) Business Guidelines

Tea Business Division (including Specialty Retail Sales)
(1) We are dedicated to becoming the preferred supplier of highest quality tea leaf raw materials for domestic commercial tea customers:
(2) Explores more industries for tea applications, such as biotechnology and food industry.
(3) Continue to strengthen the development of domestic and overseas sales and distribution channels and maintain good partnership to increase the brand exposure, increase brand awareness, and create a good brand image.
Tourism & Leisure Business Division

Positioning of target audience

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Formulate individual marketing strategies for young groups, families, foreign travelers, and corporate groups, and strengthen the cooperation with travel agencies.

(2) Innovative product and service experiences

Develop new tea and coffee products to meet market demand and improve competitiveness.

Combine the features of the locations and seasonal events and provide the courses of tea farm guide tour, coffee taste and DIY experience to naturally incorporate the agricultural culture and improve the customer's re-visit rate and attraction of the location.

(3) Enhancement of marketing strategies

Conduct brand story marketing and combine this with local culture and history to convey the value of non-toxicity and enhance brand loyalty.

Take advantage of digital media and combine this with physical activities and e-commerce to expand product exposure, promote sales and attract new customers.

(4) Increase of customer satisfaction

Enhance employee training and management at each location and provide high-quality customer services.

(5) Industry-academia collaboration

Work with local governments and stores to promote

sustainable agriculture, provide scholarships, cultivate local talent, and provide job opportunities.

3. Asset Development

(1) Maximize land value.
A. Continue to inventory land resources, actively seek external
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partners, fully utilize idle assets, and increase land value.

  - B. Continue to promote the development projects that meet the future industrial trends and policies.

  - C. Adopt the business policy of leasing in lieu of selling and increase rental income.

(2) Full utilization of land resources and enhancement of future carbon credit employment
- The Company has implemented the land resource carbon inventory appropriately and planned to fully utilize land resources through forest business, bamboo business, and new afforestation and planting approaches to strengthen carbon credit deployment.
(II) Expected Sales Volume and Basis of Estimation
Tea Business Division (including Specialty Retail Sales) The main sales forecasts are as follows:
(1) The Laopi Tea Farm uses a large-scale mechanized harvest approach and an automated tea factory. The pesticide inspection is strictly conducted and the a third-party control and certification such as TGAP certification, FSSC22000, HACCP, and Rainforest Alliance certification are introduced to differentiate from other tea factories. In this way, it effectively improves the quality and supply of tea leaves to enhance market competitiveness. It is expected that the sales volume in 2025 will increase compared to 2024.
Tourism & Leisure Business Division

The decline in the domestic tourism market in 2024 has affected the sales. As the market recovers in 2025, sales are expected to grow gradually, which will drive the continued development of the brand. The Company formulate marketing strategies based on corporate philosophy and business goals to improve the quality of products and services. We

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collect data and analyze market demand to ensure that business targets are achieved and strengthen brand identification.

(III) Important production and sales policies

Tea Business Division (including Specialty Retail Sales)
(1) Selling safe and worry-free tea leaves with comprehensive traceability management, certified by third-party standards such as TGAP (production and marketing history), FSSC22000, HACCP, and Rainforest Alliance.
(2) We provide customers with comprehensive services such as new product development, customized packaging, and quality management, aiming to cultivate long-term and stable customer relationships.
(3) Actively collaborate with leading or well-known brands to launch co-branded or sponsored tea beverage products, in order to gain market visibility and enhance brand recognition.
(4) (Continue to develop cross-industry partnerships to boost product sales and build brand image.
Tourism & Leisure Business Division
(1) Build a demonstration base for Taiwan's tea culture industry.
(2) Strengthen product development.
(3) Promote experience marketing.
(4) Combine digital and physical marketing.
(5) Perform membership-based operation to maintain customer loyalty.
Asset Development
(1) Continuously seek the investment of domestic and overseas investors in the land of the development project for which the purpose of the land has been changed, or achieve real earnings from development of land in a leasing or sales mode.
(2) In line with the development of the leisure industry, actively prioritize the revitalization of land assets.
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(3) With leasing as the core, increase the rental income of land.
(4) Participate in and follow government policies, conducting a thorough inventory of land resources, with the aim of maximizing the benefits of land utilization.

Chairman: Managerial officer: Accounting Officer: Ching-Yuan Wu Ching-Yuan Wu Ya-Fang Hsu

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Two. Audit Committee’s 2024 Review Report Audit Committee’s Review Report

The Board of Directors prepared the 2024 separate financial statements, business report and proposal for earning distribution and loss reimbursement. The CPAs of EY Taiwan assigned by the Board of Directors, Chih-Ming Chang and Chun-Ting Ma have audited the Company’s 2024 separate financial statements and issued an audit report with an unqualified opinion and Other Matters paragraph.

The Audit Committee determines that there is no nonconformity in the aforementioned 2024 separate financial statements, business report and proposal for earning distribution and loss reimbursement after its review. It thus reports the result as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. This report is hereby submitted for review.

Sincerely,

Taiwan Tea Corporation’s 2025 Annual Meeting of Shareholders

Audit Committee Convener Sheng-Tsheng Lee

March 13, 2025

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Matters to be ratified

Ratification 1 Proposed by the Board of Directors

Subject: Proposal for ratification of the 2024 operational financial statements (including business report and separate financial statements) of the Company.

Description: The 2024 operational financial statements (including the business report and separate financial statements) of the Company were audited by EY Taiwan and reviewed by the Audit Committee. They are hereby submitted for ratification.

Resolutions:

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Independent Auditors’ Report on the Financial Statements of Taiwan Tea Corporation

Independent Auditors’ Report

To Taiwan Tea Corporation

Opinion

We have audited the accompanying individual balance sheets of Taiwan Tea Corporation (the “Company”) as of December 31, 2024 and 2023, and the related individual statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2024 and 2023, and notes to the individual financial statements, including the summary of material accounting policies.

In our opinion, the individual financial statements referred to above present fairly, in all material respects, the individual financial positions of the Company as of December 31, 2024 and 2023, and their individual financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2024 individual financial statements. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

The Company recognized operating revenue in the amount of NT$433,108 thousand in 2024. Revenue is primarily related to sales of goods and rental revenue. Due to each revenue transaction process and the timing of revenue recognition are different, is a key audit matter when conducting the audit of the individual financial statements.

The audit procedures we performed regarding revenue recognition included but not limited to: evaluate the appropriateness of the accounting policies regarding revenue recognition; understand the transaction and recognition process and perform tests of control on the effectiveness of control points established by management; perform comparative analysis of major customers to assess the reasonableness of the transaction amounts and counterparties; read and understand the contracts to identify the timing of revenue recognition; perform analytical review procedures on gross profit margin by categories; perform test of details, including select samples to inspect the purchase orders and delivery notes.

We also considered the appropriateness of the relevant disclosure included in Note 4 and Note 6 to the individual financial statements.

Impairment Valuation of non-financial assets

As of December 31, 2024, the Company’s property, plant and equipment and investments property amounted to NT$20,137,861 thousand, which accounted for 95% of its total assets, which is relatively material for the individual financial statements. Therefore, in accordance with IAS 36 Impairment of Assets , the management assesses whether the recoverable amount of non-financial assets is lower than the carrying amount when any such indicated exists. As the management's assessment of impairment of non-financial assets involves subjective judgments, is a key audit matter when conducting the audit of the individual financial statements.

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The audit procedures we performed regarding impairment testing for non-financial assets included but not limited to: evaluate the appropriateness of accounting policies regarding non-financial assets; understand the process of management’s impairment testing and perform tests of control on the effectiveness of control points; asses the objectivity and professional competency of external real estate appraisal firms and appraisal experts and understand whether the appraiser’s expertise and competency are reliable in the professional field of its experience and reputation; evaluate the appropriateness of valuation method used by external appraisal expert and management; use internal experts to assist us in evaluating the prices of each comparable property used in the non-financial asset’s assessment report issued by appraisal experts and assess whether the benchmarks are reasonable and compare similar prices obtained with publicly available information; recalculate the recoverable amounts assessed by management.

We also considered the appropriateness of the relevant disclosure included in Note 5, Note 6.(6) and Note 6.(7) to the individual financial statements.

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

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual 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 auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and 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 individual financial statements.

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As part of an audit in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the individual 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. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual 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.
Evaluate the overall presentation, structure and content of the individual financial statements, including the accompanying notes, and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the individual financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 individual financial statements and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Chang, Chih-Ming Ma, Chun-Ting Ernst & Young, Taiwan March 13, 2025

Notice to Readers

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

Accordingly, the accompanying individual financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or standards on auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION

INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2024 AND DECEMBER 31, 2023

(Expressed in Thousands of Dollars)

ASSETS	Notes	December 31, 2024	December 31, 2023
		$54,761 4,829 22,911 2,588 1,082 42 1,024,421 31,859 534	$151,293 6,054 25,764 1,978 1,082 15 964,380 47,433 709
		1,143,027	1,198,708
		1,714 3,994 6,102,709 4,649 14,035,152 7,956 6,102 74,695	479 - 6,226,126 5,252 14,060,089 9,555 1,388 78,534
		20,236,971	20,381,423
		$21,379,998	$21,580,131

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

(continued)

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English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2024 AND DECEMBER 31, 2023

(Expressed in Thousands of Dollars)

LIABILITIES AND EQUITY	Notes	December 31, 2024	December 31, 2023
		$110,000 60,000 27,198 11 10,225 105 53,996 2,031 358,900 64,265	$65,000 60,000 19,758 28 12,910 420 52,166 1,682 251,500 8,993
		686,731	472,457
		4,569,935 3,169,451 2,704 7,356 409,603	4,811,835 3,170,895 3,623 7,356 408,665
		8,159,049	8,402,374
		8,845,780	8,874,831
		7,900,000 2,197,948	7,900,000 2,197,948
		497,188 3,324,830 (1,335,187)	497,188 3,326,414 (1,165,454)
		2,486,831	2,658,148
		(50,561)	(50,796)
		12,534,218	12,705,300
		$21,379,998	$21,580,131

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

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English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in Thousands of Dollars, Except for Earnings per Share)

Notes	For the Years Ended December 31	For the Years Ended December 31
	2024	2023
4 & 6.(16) & 7 6.(18) & 6.(19) 6.(19) & 7 6.(18) & 6.(19) & 7 6.(19) & 7 6.(17) 6.(20) & 12 6.(20) & 7 6.(20) 6.(6) & 6.(20) & 7 4 & 6.(5) 4 & 6.(22) 6.(13) & 6.(21) & 12 6.(23)	$433,108 (271,116)	$379,507 (241,460)
	161,992	138,047
	(74,044) (145,381) (3,072) 140	(78,387) (178,493) (5,562) (182)
	(222,357)	(262,624)
	(60,365)	(124,577)
	387 15,034 (2,574) (127,636) (6)	368 11,597 (56,190) (123,587) -
	(114,795)	(167,812)
	(175,160) 70	(292,389) 4,919
	(175,090)	(287,470)
	3,773 235	(807) 7,396
	4,008	6,589
	$(171,082)	$(280,881)
	$(0.22)	$(0.36)
	$(0.22)	$(0.36)
	$(0.22)	$(0.36)
	$(0.22)	$(0.36)

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

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English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in Thousands of Dollars)

Item	Common Stock	Capital Surplus		Retained Earnings	Retained Earnings	Others	Total Equity
						Unrealized gain (losses) on financial assets measured at Fair Value through Other Comprehensive Income
			Legal Reserve	Special Reserve	Unappropriated Earnings (Accumulated Deficit)
Balance as of January 1, 2023 Net loss for the year ended December 31, 2023 Other comprehensive income for the year ended December 31, 2023 Total comprehensive income Disposal of equity instruments designated at fair value through other comprehensive income Reversal of special reserve, which previously set aside for the first-time adoption of IFRS Balance as of December 31, 2023 Balance as of January 1, 2024 Net loss for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024 Total comprehensive income Reversal of special reserve, which previously set aside for the first-time adoption of IFRS Balance as of December 31, 2024	$7,900,000 - -	$2,197,948 - -	$497,188 - -	$3,333,058 - -	$(890,838) (287,470) (807)	$(51,175) - 7,396	$12,986,181 (287,470) 6,589
	-	-	-	-	(288,277)	7,396	(280,881)
	- -	- -	- -	- (6,644)	7,017 6,644	(7,017) -	- -
	$7,900,000	$2,197,948	$497,188	$3,326,414	$(1,165,454)	$(50,796)	$12,705,300
	$7,900,000 - -	$2,197,948 - -	$497,188 - -	$3,326,414 - -	$(1,165,454) (175,090) 3,773	$(50,796) - 235	$12,705,300 (175,090) 4,008
	-	-	-	-	(171,317)	235	(171,082)
	-	-	-	(1,584)	1,584	-	-
	$7,900,000	$2,197,948	$497,188	$3,324,830	$(1,335,187)	$(50,561)	$12,534,218

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

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English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in Thousands of Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments: Income and adjustment items : Depreciation Amortization Expected credit loss (gain) Interest expense Interest income Dividend income Share of loss (gain) of associates and joint venture accounted for using equity method Loss (gain) on disposal of property, plan and equipment Property, plant and equipment transferred to expense Gain on disposal of investment properties Impairment loss of non-financial assets Other item (Amortization of other non-current assets) Changes in operating assets and liabilities: Decrease (increase) in contract assets - current Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable from related parties Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other current assets Increase (decrease) in contract liabilities - current Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in defined benefit liability, net Cash from operating activities Income taxes (paid) refund Net cash provided by (used in) operating activities	For the Years Ended December 31	For the Years Ended December 31
	2024	2023
	$(175,160) 98,934 1,817 (140) 127,636 (387) (25) 6 691 832 (13,293) 15,063 1,358 - 1,225 2,993 (610) - 2,934 17,394 175 7,440 (17) (2,685) (315) 25 55,272 (941)	$(292,389) 93,669 1,944 182 123,587 (368) (57) - (111) 2,070 (36,522) 92,638 1,401 3,647 (1,955) (1,123) 1,953 75 (17,678) 19,192 42 56 (121) (893) 420 (29,740) (892) (1,876)
	140,222 (1,401)	(42,849) (1,076)
	138,821	(43,925)

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

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(continued)

English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in Thousands of Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment: Cost paid Proceeds from disposal of property, plant and equipment Decrease in guarantee deposits paid Acquisition of intangible assets Acquisition of investment properties: Cost paid Proceeds from disposal of investment properties Increase in other non-current assets Increase in prepayment for business facilities Interest received Dividends received Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loans Increase in short-term notes and bills payable Proceeds from long-term debt Repayments of long-term debt Increase in guarantee deposits received Lease principal repayment Interest paid Net cash used in financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	For the Years Ended December 31	For the Years Ended December 31
	2024	2023
	(1,000) - (4,000) (48,889) 20,454 401 (218) - 17,023 (1,481) (258) 387 25	- 7,298 - (21,016) 114 864 (138) (82) 58,211 (3,072) (4,462) 368 57
	(17,556)	38,142
	45,000 - 25,306,000 (25,440,500) 938 (1,719) (127,516)	15,000 60,000 16,448,000 (16,883,800) 403,395 (1,126) (123,773)
	(217,797)	(82,304)
	(96,532) 151,293	(88,087) 239,380
	$54,761	$151,293

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

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Ratification 2 Proposed by the Board of Directors Subject: Ratification of the 2024 earning distribution and loss reimbursement of the Company.

Description: 1. Please refer to the attached table for the 2024 earning distribution and loss reimbursement prepared by the Company in accordance with the Company Act and our Articles of Incorporation
The Company suffered a loss in 2024 and will not distribute shareholder dividends.
Please ratify

Resolutions:

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Taiwan Tea Corporation Profit and Loss Appropriation Statement 2024

Profit and Loss Appropriation Statement 2024	Profit and Loss Appropriation Statement 2024
Unit: NT$
Losses to be made up at the beginning of the period	(1,165,454,249)
Plus: Reversal of the special reserves related to the first-time adoption of IFRSs	1,583,837
Plus: Other comprehensive income - re- measurements of defined benefitplans	3,773,018
Less: Net loss after tax in the period	(175,089,042)
Deficit yet to be compensated – at the end of 2024	(1,335,186,436)

Chairman: Managerial officer: Accounting Officer: Ching-Yuan Wu Ching-Yuan Wu Ya-Fang Hsu

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Discussions

Discussion on Proposal 1 Proposed by the Board of Directors Subject: Partial amendments to the Company’s “Articles of Incorporation” were adopted.

Description: 1. To comply with the laws and regulations and the business needs, the Company intends to amend Article 2, Article 14, Article 27 and Article 30 of the Articles of Incorporation.
Refer to the attached “Amendment Comparison” for relevant amended provisions.
Submit to the 2025 shareholders’ meeting for approval.

Resolutions:

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==> picture [65 x 63] intentionally omitted <==

Taiwan Tea Corporation

The “Articles of Incorporation” amendment list

Amended Provisions	Original Provisions	Reason of Amendment
Article 2: The scope of the Company's business services is shown as follows: I. A101020 Growing of Crops. II. A101030 Growing of Special Crops. III. A102020 Agricultural Products Preparations. IV. A102041 Recreational Agriculture. V. A102050 Agricultural Services. VI. A201010 Afforestation/Silviculture. VII. A201030 Special Forest Operators. VIII. A201040 Forest Recreation Area Operators. IX. A202010 Wildlife Adopt. X. A202020 Fuelwood and Charcoal. XI. A202040 Logging. XII. A299990 Other Forestry. XIII. C110010 Beverage Manufacturing. XIV.C111010 Tea Manufacturing. XV.D101060 Self-usage power generation equipment utilizing renewable energy industry. XVI. D401010 Thermal Energy Supply. XVII. F102030 Wholesale of Tobacco Products and Alcoholic	Article 2: The scope of the Company's business services is shown as follows: I. A101020 Growing of Crops. II. A101030 Growing of Special Crops. III. A102020 Agricultural Products Preparations. IV.A102050 Agricultural Services. V.C110010 Beverage Manufacturing. VI. C111010 Tea Manufacturing. VII. F102030 Wholesale of Tobacco Products and Alcoholic Beverages. VIII. F102050 Wholesale of Tea Leaves. IX. F102040 Wholesale of Nonalcoholic Beverages. X.F102170 Wholesale of Foods and Groceries. XI. F201010 Retail Sale of Agricultural Products. XII. F203010 Retail sale of Food Products and Groceries. XIII. F203020 Retail Sale of Tobacco and Alcohol. XIV.F401161 Tobacco Products Import. XV.F401171 Tobacco Products Import. XVI. F401010 International	Items 6-12 are new business items and the rest items are changed with their numbering.

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Beverages. XVII. F102040 Wholesale of Nonalcoholic Beverages. XIX.F102050 Wholesale of Tea Leaves. XX.F102170 Wholesale of Foods and Groceries. XXI. F201010 Retail Sale of Agricultural Products. XXII. F203010 Retail sale of Food Products and Groceries. XXIII.F203020 Retail Sale of Tobacco and Alcohol. XXIV.F401010 International Trade. XXV. F401161 Tobacco Products Import. XXVI.F401171 Alcohol Products Importation. XXVII. F501030 Beverage Shops. XXVIII.F501050 Public Houses and Beer Halls. XXIX.F501060 Restaurants. XXX.H701010 Housing and Building Development and Rental. XXXI.H701020 Industrial Factory Development and Rental. XXXII.H701040 Specific Area Development. XXXIII.H701060 New Towns, New Community Development. XXXIV.H701080 Urban Renewal Reconstruction. XXXV. H703090 Real Estate Commerce. XXXVI.H703100 Real Estate Leasing.	Trade. XVII. F501030 Beverage Shops. XVIII.F501050 Public Houses and Beer Halls. XIX.F501060 Restaurants. XX.H701010 Housing and Building Development and Rental. XXI. H701020 Industrial Factory Development and Rental. XXII. H701040 Specific Area Development. XXIII.H701060 New Towns, New Community Development. XXIV.H701080 Urban Renewal Reconstruction. XXV. H703090 Real Estate Commerce. XXVI.H703100 Real Estate Leasing. XXVII. H703110 Senior Citizen Residence. XXVIII.I101070 Agriculture, Forestry, Fishing and Livestock Consulting. XXIX.I101090 Food Consulting. XXX.IG01010 Biotechnology Services. XXXI.D101060 Self-usage power generation equipment utilizing renewable energy industry. XXXII. D401010 Thermal Energy Supply. XXXIII.A102041 Recreational Agriculture. XXXIV.ZZ99999 All business items that are not prohibited or restricted by law, except those

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XXXVII. H703110 Senior Citizen Residence. XXXVIII. I101070 Agriculture, Forestry, Fishing and Livestock Consulting. XXXIX.I101090 Food Consulting. XXXX.IG01010 Biotechnology Services. XXXXI.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	that are subject to special approval.
Chapter IV Board of Directors	Chapter IV Board of Directors
Article 14 The Company shall assign 7 to 11 directors. The said number of directors shall include at least 3 independent directors representing no less thanone- third of the directors. All directors shall serve a term of 3 years and shall be elected by shareholders from the list of nominated candidates using the candidate nomination system. The directors may be re-elected for consecutive terms. Independent directors and directors shall be elected at the same time, with the elected seats counted separately. The professional qualifications, restrictions on shareholdings and concurrent positions, determination of independence, methods of nomination and election, and other requirements of independent directors shall be subject to the laws and regulations of the Company Act	Article 14 The Company shall assign 7 to 11 directors. The said number of directors shall include at least 3 independent directors representing no less thanone- fifth ofthe directors. All directors shall serve a term of 3 years and shall be elected by shareholders from the list of nominated candidates using the candidate nomination system. The directors may be re-elected for consecutive terms. Independent directors and directors shall be elected at the same time, with the elected seats counted separately. The professional qualifications, restrictions on shareholdings and concurrent positions, determination of independence, methods of nomination and election, and other requirements of independent directors shall be subject to the laws and regulations of the Company Act	In support of the FSC's “Sustainable Development Action Plan,” the number of independent directors in the board of all TWSE/TPEx- listed companies in 2027 shall not be less than one-third of the total number of directors to enhance the independence of the Board of Directors.

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and the same established by the competent authority of securities. The total number of registered shares held by all directors shall conform to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” established by the competent authority. Where one-third of the seats of directors are vacant, the Board of Directors shall call an extraordinary shareholders’ meeting within 60 days to elect succeeding directors. The term of each succeeding director shall be limited to the remaining term of his/herpredecessors.	and the same established by the competent authority of securities. The total number of registered shares held by all directors shall conform to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” established by the competent authority. Where one-third of the seats of directors are vacant, the Board of Directors shall call an extraordinary shareholders’ meeting within 60 days to elect succeeding directors. The term of each succeeding director shall be limited to the remaining term of his/herpredecessors.
Chapter VII Final Accounting and Distribution of Earnings	Chapter VII Final Accounting and Distribution of Earnings
Article 27 Annual profits concluded by the Company shall be subject to employee remuneration of at least 1%,wherein no less than 50% of itshall be set aside as remuneration to non-executive employees. The remuneration may be distributed in shares or in cash depending on the resolution made by the Board of Directors. Such employee remuneration may be distributed to the employees of affiliated companies that meet certain requirements. Subject to the resolution made by the Board of Directors, director remuneration may be provided up to 5% of the above-mentioned annual profits. The resolution made to employee	Article 27 Annual profits concluded by the Company shall be subject to employee remuneration of at least 1% which may be distributed in shares or in cash depending on the resolution made by the Board of Directors. Such employee remuneration may be distributed to the employees of affiliated companies that meet certain requirements. Subject to the resolution made by the Board of Directors, director remuneration may be provided up to 5% of the above-mentioned annual profits. The resolution made to employee remuneration and director remuneration shall be adopted by majority of directors at a board	In accordance with the amendment to Article 14 of the Securities and Exchange Act: A company 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

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remuneration and director remuneration shall be adopted by majority of directors at a board meeting attended by at least two- thirds of the members in the Board of Directors; a report on the employee remuneration shall be submitted to the shareholders’ meeting. Profits must first be taken to offset cumulative losses, if any, before being distributed to employees and directors as remuneration at the percentages mentioned in the firstparagraph.	meeting attended by at least two- thirds of the members in the Board of Directors; a report on the employee remuneration shall be submitted to the shareholders’ meeting. Profits must first be taken to offset cumulative losses, if any, before being distributed to employees and directors as remuneration at the percentages mentioned above.	non-executive employees. However, the company's accumulated losses shall have been covered.
Chapter VIII Supplemental Provisions	Chapter VIII Supplemental Provisions
Article 30: The Articles of Incorporation was formulated on March 8, 1950......; the forty-sixth amendment thereto was made on June 8, 2016; the forty-seventh amendment thereto was made on September 29, 2016; the forty- eighth amendment thereto was made on June 13, 2017; the forty- ninth amendment thereto was made on June 12, 2018; the fiftieth amendment thereto was made on May 23, 2019; the fifty- first amendment thereto was made on June 12, 2023; the fifty- second amendment thereto was made on June 12, 2024;the 53rd amendment was made on June 18, 2025.	Article 30: The Articles of Incorporation was formulated on March 8, 1950......; the forty-sixth amendment thereto was made on June 8, 2016; the forty-seventh amendment thereto was made on September 29, 2016; the forty- eighth amendment thereto was made on June 13, 2017; the forty-ninth amendment thereto was made on June 12, 2018; the fiftieth amendment thereto was made on May 23, 2019; the fifty- first amendment thereto was made on June 12, 2023; the fifty- second amendment thereto was made on June 12, 2024.	The number and date of the amendment are added.

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Discussion on Proposal 2 (Proposed by the board of directors)

Subject: Discussion on the lifting of non-competition restrictions on new Directors.

Description:

I. In an attempt to leverage directors’ expertise and experience in relevant fields, the Company proposes to remove restrictions on directors’ investment or involvement in any company of competing nature (including the Mainland), in accordance with Article 209 of The Company Act, for new and re-elected members of the 25th board to be elected during the 2025 Annual Meeting of Shareholders, provided that such competing business involvement does not compromise interests of the Company. Once the election outcome is finalized, directors (and independent directors) of the 25th board shall make supplementary explanations to the nature of competing business involvement, whether for own or someone else’s company, before the motion is discussed and resolved among shareholders.
II. The proposal was resolved at the 23rd and 24th meeting of the 24th Board of Directors and was submitted to the 2025 annual meeting of shareholders for review.
III. Concurrent duties held by new directors/independent directors in other companies:

Details of concurrent duties held by the Company’s new directors/independent directors in other companies:

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Title	Account name/name	Positions concurrently held in other companies
Corporate director Representative	Ching-Yuan Wu	Chairman of Sanyang Motor Co., Ltd. Chairman of Xiamen Xiashing Motorcycle Co., Ltd. Chairman of Nan Yang Industries Co., Ltd. Chairman of San Yang Global Co., Ltd. Chairman of Jiu Xing Biotech Co., Ltd. Director of APh Corporation Director of APh ePower Co., Ltd. Director of Dynamic Motor Technology Co. Ltd Director of Nova Design (Shanghai) Ltd Director of Jiu Ding Development and Construction Co., Ltd.
Corporate director Representative	Yu-Chang Huang	Chairman of Quanmei Construction Co., Ltd. Director of SanyangMotor Co., Ltd.
Corporate director Representative	Chun-Houei Hsieh	Chairman of CTE TECH CORP.
Corporate director Representative	Hui-Hsin Wu	Director, Changchou Nanyang Automobile Sales Service Ltd.
Corporate director Representative	Wei-Lin Shao	Chairman of Vitalon Foods Co., Ltd. Chairman of YSC Marketing Co., Ltd. Director of YSC MarketingCo., Ltd.
Independent director	Sheng-Chen Li	Director of Taiwan Styrene Monomer Corporation Director of Bank of Kaohsiung Co., Ltd. Independent Director of D-Link Corporation
Independent director	Sen-Jung Wang	Director of Bioptik Technology, Inc. Independent Director of Kuo Toong International Co., Ltd. Independent Director of Xxentria

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Title	Account name/name	Positions concurrently held in other companies
		Technology Materials Co., Ltd. Director of LC Creative Limited Director of Cheng Ge Investment Co., Ltd.

Resolutions:

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Extempore motions

Adjournment

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Taiwan Tea Corporation

Rules for the Directors Election

Established on August 29, 1981 Amendment on June 20, 1987 Amendment on May 15, 1998 Amendment on June 17, 2002 Amendment on June 5, 2012 Amendment on June 2, 2015 Amendment on September 29, 2016 Amendment on June 15, 2021

Article 1: Election of directors within Taiwan Tea Corporation (the Company) shall proceed according to this policy.
Article 2: Board of directors elections shall be held during shareholder meetings.
Article 3: Directors of the Company shall be elected using the cumulative voting system.
Article 4: For the election of the Company's directors, unless otherwise provided in the Articles of Incorporation, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected. The convener shall prepare votes in the number equal to the number of directors to be elected and distribute these votes to each shareholder.
The said votes may be consolidated for the election of one candidate or may be split for the election of two or more candidates.
Article 5: Directors of the Company shall be elected after taking into account the overall board allocation. The members of the Board of Directors shall be diversified. The Board of Directors shall draw up appropriate diversification guidelines based on its operation, the business operation type, and the development of the Company, including but not limited to the following two major criteria:
Basic conditions and values: Gender, age, nationality, culture, etc.
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Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

The board of directors shall have the knowledge, technique, and quality needed for the implementation of their duties, the Board of Directors shall overall have the following abilities:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
International market perspective.
Leadership ability.
Decision-making ability.

More than half of the Company's board members shall consist of persons who are neither a spouse nor a second-degree relative or closer to any director.

Composition of the board of directors may be determined after taking into consideration the overall performance evaluation.

Article 6: Audit Committee of the Company shall possess the follow qualities:

Honest and pragmatic.
Able to make impartial decisions.
Professional knowledge.
Extensive experience.
Ability to read financial statements.

In addition to the above qualities, at least one Audit Committee member shall possess a professional accounting or financial background.

Appointment of Audit Committee members is subject to the rules of independence mentioned in Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. Having a capable group of independent directors helps enhance risk management and financial/operational control within the Company.

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Article 7: The Company adopts the candidate nomination system procedure specified in Article 192-1 of the Company Act for the election of the directors. When reviewing the qualifications, education and work experience of director candidates and checking whether they meet any circumstance listed under Article 30 of the Company Act, the Company shall not request certification documents regarding other qualifications. It shall provide the review result to the shareholders as a reference for them to elect appropriate directors.
Independent directors are subject to the eligibility criteria outlined in “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.”
If the Company has less than five active directors at any given time due to dismissal, a by-election shall be held in the upcoming shareholder meeting to fill the open position. However, if the shortfall amounts to one-third of the seats mentioned in the Articles of Incorporation, the Company shall convene an extraordinary shareholder meeting within the next 60 days to elect candidates for the shortfall.
Where the number of independent directors does not meet the number specified in the proviso to Paragraph 1, Article 14-2 of the Securities and Exchange Act, a by-election shall be held at a recent shareholders’ meeting; when all the independent director are dismissed, an extraordinary shareholders’ meeting shall be convened for by-election within 60 days upon the occurrence of the fact.
Article 8: Directors and independent directors of the Company shall be elected by shareholders during the same voting session for the number of seats specified in the Articles of Incorporation from a list of proposed candidates. Votes are to be distinguished between independent and non-independent directors; candidates who receive the highest number of votes shall be assigned the role of non-independent director followed by an independent director, until the number of non-independent director and independent director seats mentioned in the Articles of Incorporation is fully filled. If two or more candidates receive the same number of votes, they shall draw for the remaining available seats. The chairperson will draw on behalf of
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those who are absent during the meeting.

Article 9: The convener shall print ballots on which voters’ shareholder account number and the number of their votes shall be printed. In addition, these ballots shall be stamped with the Company's seal.
Article 10: Before the election begins, the chairperson shall appoint several shareholders to undertake the roles of ballot examiner and ballot counter to assist in the election.
Article 11: A ballot box shall be prepared by the convener and opened by the monitoring personnel for examination before voting.
Article 12: If the candidate is a shareholder, voters will have to specify both the candidate's account name and shareholder account number in the “candidate” field. However, if the candidate is a government agency or a corporate shareholder, the “candidate” field shall be filled in with the name of the government agency or corporate entity, or the name of its representative. If the candidate is not a shareholder, details including the candidate's name and national ID card number or business ID shall be specified.
Article 13: Ballots meeting any of the following circumstances shall become invalid:
1.The used ballots are not prepared by the convener.
Casting of blank ballots into the ballot box.
Ballots with illegible writing or are altered in an inappropriate manner.
Where the candidate is a shareholder, the written identity and shareholder account number do not match the shareholder registry; or where the candidate is a non-shareholder, the written name and national ID card number/business ID do not match the candidate's identification.
The candidate's name written on the ballot coincides with another shareholder, but no shareholder account number is provided for distinction; or where the candidate is a nonshareholder, no national ID card number or business ID was specified.
The number of candidates specified in a ballot exceeds the number allowed.
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Ballots that contain writings other than the candidate's account name (or name) and shareholder account number (or national ID card number/business ID).
Ballots that do not specify the candidate's account name (or name) or shareholder account number (or national ID card number/business ID).
Ballots that are cast into the ballot box outside the timeframe announced by the chairperson.
Article 14: Voters that allocate fewer votes than they are entitled to shall be deemed to have forfeited unallocated votes.
Article 15: Ballots are to be counted openly immediately after the voting session. The chairperson shall openly announce the outcome of the vote, including the names of elected directors and independent directors and the number of votes received.

The ballots for the aforementioned election shall be kept in the box, sealed and signed by the monitoring personnel, and retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 16: The Company will issue separate confirmations to elected directors to certify their elected roles.
Article 17: Any matters that are not addressed in the Policy shall be governed by The Company Act and Articles of Incorporation.
Article 18: This Policy shall take effect once approved during a shareholder meeting; the same applies to all subsequent revisions.
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Articles of Incorporation of Taiwan Tea

Corporation

The fifty-second amendment thereto was made on June 12, 2024

Chapter I General Provisions

Article 1: The Company has been duly incorporated in accordance with the rules on the company limited by shares of the Company Act and titled “Taiwan Tea Corporation.”
Article 2: The scope of the Company's business services is shown as follows:
A101020 Growing of Crops.
A101030 Growing of Special Crops.
A102020 Agricultural Products Preparations.
A102050 Agricultural Services.
C110010 Beverage Manufacturing.
C111010 Tea Manufacturing.
F102030 Wholesale of Tobacco Products and Alcoholic
- Beverages.
F102050 Wholesale of Tea Leaves.
F102040 Wholesale of Nonalcoholic Beverages.
F102170 Wholesale of Foods and Groceries.
F201010 Retail Sale of Agricultural Products.
F203010 Retail sale of Food Products and Groceries.
F203020 Retail Sale of Tobacco and Alcohol.
F401161 Tobacco Products Import.
F401171 Alcohol Products Importation.
F401010 International Trade.
F501030 Beverage Shops.
F501050 Public Houses and Beer Halls.
F501060 Restaurants.
H701010 Housing and Building Development and Rental.
H701020 Industrial Factory Development and Rental.
H701040 Specific Area Development.
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H701060 New Towns, New Community Development. 24. H701080 Urban Renewal Reconstruction. 25. H703090 Real Estate Commerce. 26. H703100 Real Estate Leasing.
H703110 Senior Citizen Residence.
I101070 Agriculture, Forestry, Fishing and Livestock Consulting.
I101090 Food Consulting.
IG01010 Biotechnology Services.
D101060 Self-usage power generation equipment utilizing renewable energy industry.
D401010 Thermal Energy Supply.
A102041 Recreational Agriculture.
ZZ99999 All business items that are not prohibited or
- restricted by law, except those that are subject to special approval.
Article 3: The total amount of the Company’s investment in other companies may be more than 40% of the Company's paid-in-capital.
Article 4: The Company is headquartered in Hsinchu County and may establish branches in appropriate locations.
Article 5: The public announcement method of the Company is subject to Article 28 of the Company Act.

Chapter II Shares

Article 6: The Company has a capital of NT$ 16 billion in 1.6 billion shares. Each share has a par value of NT$ 10. The Board of Directors is authorized to issue the shares at different phases.
An amount of NT$ 0.2 billion of the capital referred to in the preceding paragraph shall be reserved for the issuance of employee stock warrants totaling 20 million shares. The par value of each share is NT$ 10. The shares may be issued at different phases according to the resolution of the Board of Directors.
Article 6-1: If the Company offers the employee stock warrants at a subscription
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price lower than the market price, the resolution made thereto shall be adopted by a large majority representing two thirds or more of the votes at a shareholders’ meeting attended by shareholders representing a majority of the total number of issued shares shall be required.

Article 7: The stocks of the Company are registered form. They shall be numbered and signed by or affixed with the stamps of the Chairman and managing directors. The stocks may be issued only after being authenticated by the competent authority or an issuance registration institution approved by the competent authority. The Company is exempted from printing share certificates for the issued shares. However, all the issued shares shall be registered with the centralized depository institution.
Article 8: Transfer of share ownership shall be suspended within 60 days prior to an annual meeting of shareholders or 30 days before an extraordinary shareholders' meeting, or within 5 days prior to the record date on which the Company has decided to distribute dividends and bonuses or other benefits.
Article 9: The Company shall handle its share-related affairs in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” announced by the competent authority.

Chapter III Shareholders’ Meetings

Article 10: The Company’s meetings of shareholders include annual and extraordinary meetings. The annual meetings are convened once a year within 6 months after the close of a fiscal year. The extraordinary meetings may be held whenever deemed necessary according to laws and regulations. For convening an annual meeting of shareholders, a notice shall be given to all shareholders 30 days before the meeting; before convening an extraordinary meeting of shareholders, a notice shall be given to all shareholders 15 days prior to the meeting.

Unless otherwise specified in the Company Act, the shareholders’

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meetings referred to in the preceding paragraph shall be convened by the Board of Directors.

Article 11: Where the Board of Directors may call for a shareholders’ meeting, the Chairman of the Company shall preside over the meeting. In the absence of the Chairman for any reason, the Vice Chairman shall act on behalf of and in the name of the Chairman to preside over the meeting. Where there is no seat of a Vice Chairman, in the absence of the Vice Chairman or where the Vice Chairman cannot perform his/her duties for any reason, the Chairman shall appoint a director to preside over the meeting. If the Chairman does not have a representative appointed to attend the meeting, the attending directors shall appoint one among themselves to preside over the meeting. Where a shareholders' meeting is convened by any convener other than the Board of Directors, the convener shall chair the meeting. Where there are two or more conveners, they shall appoint one among themselves to serve as the chair.
Article 12: Shareholders are entitled to one vote for each share of holding. However, the shareholders shall not be entitled to voting rights if they meet any of the circumstances specified in Article 179 of the Company Act.

Any shareholder who is unable to attend a shareholders’ meeting for whatever reason may appoint a proxy to attend the meeting by presenting a written proxy printed by the Company and stamped with the seal retained by the Company indicating the scope of the authorization. The use of the written proxy shall be subject to Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” formulated by the competent authority based on Article 25 of the Securities and Exchange Act.

The written proxy referred to in the preceding paragraph shall be served to the Company 5 days prior to the date of convening the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail unless a declaration for revocation of the previous proxy

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is made.

According to the competent authority regulations, the shareholders of the Company may exercise voting rights in an electronic form. Any shareholder exercising voting rights in an electronic form shall be deemed as having attended the shareholders’ meeting in person. Relevant matters shall be handled pursuant to laws and regulations.

Article 13: Unless otherwise specified in relevant laws and regulations, resolutions of shareholders' meetings shall be adopted by a majority of votes of shareholders at a meeting attended by shareholders representing a majority of the total number of the issued shares; the shareholders may attend the meeting either in person or by their proxies.

Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting. The meeting minutes shall be affixed with the chair's signature or seal and distributed to all shareholders within 20 days after the meeting. The meeting minutes referred to in the preceding paragraph may be distributed in the form of an announcement.

Chapter IV The Board of Directors

Article 14: The Company shall assign 7 to 11 directors. The said number of directors shall include at least 3 independent directors representing no less than one-fifth of the directors. All directors shall serve a term of 3 years and shall be elected by shareholders from the list of nominated candidates using the candidate nomination system. The directors may be re-elected for consecutive terms. Independent directors and directors shall be elected at the same time, with the elected seats counted separately.

The professional qualifications, restrictions on shareholdings and concurrent positions, determination of independence, methods of nomination and election, and other requirements of independent directors shall be subject to the laws and regulations of the Company Act and the same established by the competent authority of securities.

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The total number of registered shares held by all directors shall conform to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” established by the competent authority.

Where one-third of the seats of directors are vacant, the Board of Directors shall call an extraordinary shareholders’ meeting within 60 days to elect succeeding directors. The term of each succeeding director shall be limited to the remaining term of his/her predecessors.

Article 15: The Board of Directors consists of directors. The directors shall elect one among themselves to serve as the Chairman and may elect another director to serve as the Vice Chairman to assist the Chairman. The Chairman takes charge of all the business within the Company and serves as the representative of the Company to the public.
Article 16: The Chairman shall act as the chair of the Board of Directors to take charge of relevant affairs. Where the Chairman is absent for any reason, the Vice Chairman shall act as the deputy thereof. If there is no seat of a Vice Chairman or the Vice Chairman is absent for any reason, the Chairman shall appoint one director to act on his/her behalf. Where the Chairman does not appoint a director to attend meetings, the attending directors shall appoint one among themselves to serve as the Chairman's deputy.
Article 17: The duties and powers of the Board of Directors are as follows:
I. Review and approval of essential rules and regulations.
II. Decision on business guidelines.
III. Determination of budgets and final accounting.
IV. Establishment of earning distribution plans.
V. Establishment of capitalization and decapitalization plans.
VI. Handling of real estate trades.

VII. Appointment of the Company's key personnel.

VIII. Decision on the Company's organizational adjustment.

IX. Decision on essential matters that do not belong to the preceding paragraphs.

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X. Any other duties and powers provided pursuant to the Company Act and the resolutions of shareholders’ meetings.
Article 18: The Board of Directors shall hold an annual meeting once a quarter. A notice shall be given to all directors 7 days before the date of the annual meeting. An extraordinary board meeting may be convened whenever it is deemed necessary. All the annual meetings and extraordinary board meetings shall be convened by the Chairman. The Company's board meetings may be convened in a written or electronic form, or by fax.
Any director who cannot attend a board meeting for whatever reasons may appoint any other director to act on his/her behalf by presenting a written proxy that indicates the scope of authorization with reference to the subjects to be discussed at the meeting. The proxy referred to in the preceding paragraph may be appointed for only one director.

The Board of Directors meetings may be held in the form of a teleconference, and the directors participating in the teleconference shall be deemed to attend the meeting in person.

Article 19: Unless otherwise specified in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of directors at a meeting attended by a majority of all directors. Where any director has a personal interest in any matter at the board meeting, the director shall explain essential matters regarding the concerned personal interest at the board meeting, and shall recuse himself/herself from the discussion on the proposal in which the director is involved.
Article 20: No matter whether there is a profit or loss in the current year, the Company shall authorize the Board of Directors to establish the payment standard in reference to peers and pay remuneration to directors according to the standard.

Chapter V Audit Committee

Article 21: The Company has the Audit Committee set up in accordance with Article 14-4 of the Securities and Exchange Act to substitute for supervisors. The Audit Committee or the members thereof shall be responsible for exercising the supervisors’ duties and powers specified in the Company Act, the Securities and Exchange Act, and
58 -

other laws and regulations.

The Board of Directors may establish other functional committees, and the Board of Directors shall formulate the rules of those committees.

Article 22: The duties and powers of the Audit Committee are as follows:
I. Investigation of the Company's financial position.
II. Audit of books of account and documents.
III. Inquiry about the Company’s business status.
IV. Supervision of employees’ performance of exercising their duties and reporting of any violation and omission.
V. Any other duties and powers provided pursuant to the Company Act.
Article 23: No matter whether there is a profit or loss in the current year, the Company shall authorize the Board of Directors to establish the payment standard in reference to peers and pay remuneration to independent directors according to the standard.

Chapter VI Managerial Officers

Article 24: The Company shall have one General manager or their equivalents, assistant general managers or their equivalents, deputy and several Assistant general managers. A majority of directors adopts the appointment and dismissal of the General manager and Assistant general managers at a board meeting attended by a majority of all directors pursuant to Article 29 of the Company Act.
Article 25: The President shall handle daily affairs in accordance with law or regulations and under the resolutions of the Board of Directors with the Assistant general managers’ assistance.
Chapter VII Final Accounting and Distribution of Earnings
Article 26: At the close of each fiscal year, the Board of Directors shall prepare the statements and records listed left,

hand these statements and records to the Audit Committee for audit

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within 30 days before convening the annual meeting of shareholders. Then, submit the same to the annual meeting of shareholders for ratification.

I. Business report.

II. Financial statements.

III. Proposals of earning distribution or loss appropriation.

Article 27: Annual profits concluded by the Company shall be subject to employee remuneration of at least 1%, which may be distributed in shares or cash depending on the resolution made by the Board of Directors. Such employee remuneration may be distributed to the employees of affiliated companies that meet certain requirements. Subject to the resolution made by the Board of Directors, director remuneration may be provided up to 5% of the above-mentioned annual profits.

The resolution made to employee remuneration and director remuneration shall be adopted by majority of directors at a board meeting attended by at least two-thirds of the members in the Board of Directors; a report on the employee remuneration shall be submitted to the shareholders’ meeting.

Profits must first be taken to offset cumulative losses, if any, before being distributed to employees and directors as remuneration at the percentages mentioned above.

Article 27-1: The Company is in the phase of booming growth in our business life cycle. We have increasingly expanded our business scale to become an entity that will continue as a going concern. In consideration of the Company's future financing needs and long-term financial plans, the distribution of future earnings is described as follows:
If the Company has a profit at the year’s final accounting, it shall first pay the income tax and make up any cumulative losses in accordance with laws, and then make a 10% contribution of the balance to the legal reserve; however, this is not applicable if the legal reserve reaches the amount of the Company paid-in capital, and also make provision/reversal of special reserves pursuant to laws.
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The residual balance shall be added to accumulated undistributed earnings as earnings to be allocated that may be retained by the Board of Directors, depending on operational requirements. The Board of Directors shall also draft a motion for allocation of the residual balance plus the undistributed earnings, and submit the same to a shareholders' meeting to resolve whether a shareholder bonus shall be allocated.

The Company may allocate shareholder bonus in cash or shares, and the dividend in cash shall not be less than 10% of the total shareholder bonus.

Where allocation of dividends and bonuses to shareholders, or allocation of legal reserves and capital reserves, in whole or in part, is made in cash, the Board of Directors is authorized to make a resolution thereto that shall be adopted by a majority of directors at a board meeting attended by at least two-thirds of the directors in the Board. Then the allocation shall be reported at a shareholders’ meeting.

Chapter VIII Supplemental Provisions

Article 28: The organizational regulations of the Company shall be established separately.
Article 29: Matters that the Articles of Incorporation do not cover shall be handled in accordance with the Company Act.
Article 30: The Articles of Incorporation was established on March 8, 1950. The first amendment thereto was made on June 20, 1953; the second amendment thereto was made on March 10, 1955; the third amendment thereto was made on May 28, 1956; the fourth amendment thereto was made on May 30, 1959; the fifth amendment thereto was made on September 5, 1959; the sixth amendment thereto was made on August 27, 1960; the seventh amendment thereto was made on June 24, 1961; the eighth amendment thereto was made on June 4, 1967; the ninth amendment thereto was made on June 21, 1969; the tenth amendment thereto was made on August 25, 1972; the eleventh amendment thereto was made on June 28, 1975; the
61 -

twelfth amendment thereto was made on June 24, 1977; the thirteenth amendment thereto was made on October 21, 1978; the fourteenth amendment thereto was made on May 31, 1979; the fifteenth amendment thereto was made on May 31, 1980; the sixteenth amendment thereto was made on August 29, 1981; the seventeenth amendment thereto was made on June 19, 1982; the eighteenth amendment thereto was made on June 18, 1983; the nineteenth amendment thereto was made on June 15, 1985; the twentieth amendment thereto was made on June 21, 1986; the twenty-first amendment thereto was made on June 20, 1987; the twenty-second amendment thereto was made on April 25, 1988; the twenty-third amendment thereto was made on June 7, 1989; the twenty-fourth amendment thereto was made on April 10, 1990; the twenty-fifth amendment thereto was made on May 31, 1991; the twenty-sixth amendment thereto was made on May 30, 1992; the twenty-seventh amendment thereto was made on April 10, 1993; the twenty-eighth amendment thereto was made on April 8, 1994; the twenty-ninth amendment thereto was made on April 29, 1995; the thirtieth amendment thereto was made on March 27, 1996; the thirty-first amendment thereto was made on April 26, 1997; the thirty-second amendment thereto was made on March 28, 1998; the thirty-third amendment thereto was made on April 15, 2000; the thirty-fourth amendment thereto was made on May 17, 2001; the thirty-fifth amendment thereto was made on June 17, 2002; the thirty-sixth amendment thereto was made on May 9, 2003; the thirty-seventh amendment thereto was made on June 11, 2004; the thirty-eighth amendment thereto was made on June 15, 2006; the thirty-ninth amendment thereto was made on May 30, 2007; the fortieth amendment thereto was made on June 13, 2008; the forty-first amendment thereto was made on June 10, 2009; the forty-second amendment thereto was made on June 15, 2010; the forty-third amendment thereto was made on June 5, 2012; the forty-fourth amendment thereto was made on May 10, 2013; the forty-fifth amendment thereto was made on June 20, 2014; the forty-sixth amendment thereto was made on June 8, 2016; the forty-seventh

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amendment thereto was made on September 29, 2016; the fortyeighth amendment thereto was made on June 13, 2017; the fortyninth amendment thereto was made on June 12, 2018; the fiftieth amendment thereto was made on May 23, 2019; the fifty-first amendment thereto was made on June 12, 2023; the fifty-second amendment thereto was made on June 12, 2024.

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List of the Directors and Independent Directors of the 24th Board of Directors

Title	Name	Date elected	Shareholding when elected	Shareholding when elected	Number of shares held on April 20,2025	Number of shares held on April 20,2025
			Number of shares	Shareholding ratio	Number of shares	Shareholding ratio
Director	Shan Young Asset Management Co., Ltd. Representative: Ching-Yuan Wu	May 20, 2022 Term: 3 years	168,758,000	21.36%	223,640,000	28.31%
Director	Chou Chin Industrial Co., Ltd. Representative: Shih- Kai Lei	May 20, 2022 Term: 3 years	21,215,000	2.69%	21,215,000	2.69%
Director	YSC Marketing Co., Ltd. Representative: Wei- Lin Shao	May 20, 2022 Term: 3 years	20,000,000	2.53%	20,000,000	2.53%
Director	Chin-Yen Lin	May 20, 2022 Term: 3years	18,000,000	2.28%	13,000,000	1.65%
Director	Wei-Fu Investment Co., Ltd. Representative: Chih- KuangYen	May 20, 2022 Term: 3 years	10,000,000	1.27%	9,992,000	1.26%
Director	Shan Young Asset Management Co., Ltd. Representative: Yu- ChangHuang	May 20, 2022 Term: 3 years	168,758,000	21.36%	223,640,000	28.31%
Director	Shan Young Asset Management Co., Ltd. Representative: Chun- Houei Hsieh	May 20, 2022 Term: 3 years	168,758,000	21.36%	223,640,000	28.31%
Independent director	Sheng-Tsheng Lee	May 20, 2022 Term: 3years	0	-	0	-
Independent Director	Chung-Ho Sung	May 20, 2022 Term: 3years	0	-	0	-
Independent Director	Li-Chi Yeh	May 20, 2022 Term: 3years	0	-	0	-
Independent Director	Shen-Lung Wang	May 20, 2022 Term: 3years	0	-	0	-

The total number of the Company's issued shares is 790,000,000. The minimum number of shares required to be held by all directors shall be 25,280,000 pursuant to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.”
The number of shares held by all directors (excluding independent directors) up to the last day for the transfer of registration was 287,847,000 conforming to the statutory standard.
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AI assistant

TTC — AGM Information 2025

52233_rns_2025-07-01_04c44475-1dd8-4581-bd9b-c0a69ab6419b.pdf

Table of Contents

Taiwan Tea Corporation Procedure for the 2025 Annual Meeting of

Shareholders

1. Commencement of the Meeting

3. Chairman Calls the Meeting to Order

7. Discussion

8. Extempore Motions

9. Adjournment

Taiwan Tea Corporation Agenda of the 2025 Annual Meeting of Shareholders

8. Matters to be ratified

9. Discussions

Rules of Procedure for Shareholders’ Meetings of Taiwan Tea Corporation

Election matters

(I) List of director candidates

(II) List of independent director candidates

Reports

One. 2024 Business Report

Taiwan Tea Corporation 2024 Business Report

I. 2024 Business results

(I) Implementation of the business plan

(II) Implementation of budgets

(III) Revenues and expenses, and profitability analysis

2. Profitabilit anal sis y y

(IV) Performance in research and development

(I) Business Guidelines

(3) Enhancement of marketing strategies

3. Asset Development

Two. Audit Committee’s 2024 Review Report Audit Committee’s Review Report

Sincerely,

Matters to be ratified

Independent Auditors’ Report on the Financial Statements of Taiwan Tea Corporation

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Impairment Valuation of non-financial assets

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

Auditors’ Responsibilities for the Audit of the Individual Financial Statements

Notice to Readers

English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION

INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2024 AND DECEMBER 31, 2023

English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION INDIVIDUAL BALANCE SHEETS

DECEMBER 31, 2024 AND DECEMBER 31, 2023

English Translation of Individual Financial Statements Originally Issued in Chinese TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

English Translation of Individual Financial Statements Originally Issued in Chinese

TAIWAN TEA CORPORATION

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Taiwan Tea Corporation Profit and Loss Appropriation Statement 2024

Discussions

Taiwan Tea Corporation

The “Articles of Incorporation” amendment list

Extempore motions

Adjournment

Taiwan Tea Corporation

Rules for the Directors Election

Articles of Incorporation of Taiwan Tea

Corporation

Chapter I General Provisions

Chapter II Shares

Chapter III Shareholders’ Meetings

Chapter IV The Board of Directors

Chapter V Audit Committee

Chapter VI Managerial Officers

Chapter VIII Supplemental Provisions

List of the Directors and Independent Directors of the 24th Board of Directors

TTC AGM Information 2025