T.Y. - AGM Information 2023 | FinancialReports.eu

==> picture [229 x 57] intentionally omitted <==

Stock Code: 1568

Tsang Yow Industrial Co., Ltd.

2023 Annual General Shareholders’

Meeting

Handbook

Date: May 30, 2023

Form of Shareholders’ Meeting: Physical

Address: No. 18, Zhongshan Rd., Fule Village, Minxiong Township, Chiayi County (the Company’s Zhongshan Plant)

==> picture [63 x 55] intentionally omitted <==

==> picture [118 x 86] intentionally omitted <==

Chapter One. Meeting Agenda ........................................................................................ 1 Chapter Two. Reports ...................................................................................................... 2 Chapter Three. Proposals ................................................................................................ 3 Chapter Four. Questions and Motions ........................................................................... 3 Chapter Five. Adjournment ............................................................................................ 3 Attachment I. Business Report 2022 ................................................................................. 4 Attachment II. Audit Committee’s Review Report .......................................................... 6 Attachment III. Financial Statements and Independent Auditors’ Report ................... 7 Attachment IV. Tsang Yow Industrial Co., Ltd. ............................................................. 31 Chapter Six. Appendices ................................................................................................ 32 Appendix I. Articles of Incorporation ............................................................................. 32 Appendix II.Rules of Procedure for Shareholders’ Meetings ....................................... 39 Appendix III.Shareholdings of Directors........................................................................ 50

==> picture [63 x 55] intentionally omitted <==

Chapter One. Meeting Agenda

Time and Date: 9:00 a.m., May 30, 2023 (Tuesday)

Location: No. 18, Zhongshan Rd., Fule Village, Minxiong Township, Chiayi County (the Company’s Zhongshan Plant)

Meeting Procedure:

I Report on the Number of Shares Represented by Shareholders Present

II Call the Meeting to Order
III Chair’s Remarks
IV Reports
(I) The Company’s 2022 Business Report.
(II) The Audit Committee’s Review Report on the Company’s 2022 Business Report, financial statements, and earnings distribution proposal
(III) Report on the Company’s distribution of 2022 employee remuneration and director remuneration.
(IV) Report on the Company’s earnings distribution.
V Proposals
(I) The Company’s 2022 Business Report and financial statements.
(II) Statement of Earnings Distribution 2022.
VI Questions and Motions

VII Adjournment

==> picture [63 x 56] intentionally omitted <==

Chapter Two. Reports

Report 1:

Brief: The Company’s 2022 Business Report is submitted for review.

Note: Please refer to Attachment 1 on page 4 of this Handbook for the Business Report.

Report 2:

Brief: The Audit Committee’s Review Report on the Company’s 2022 Business Report, financial statements, and earnings distribution proposal is submitted for review.
Note: The Board of Directors prepared and submitted the Company’s 2022 parent company only financial statements and consolidated financial, which have been audited by Chiang, Jia-Ling and Wu, Chiu-Yen, CPAs at Deloitte & Touche, as well as 2022 Business Report and Statement of Earnings Distribution to the Audit Committee. We have reviewed the above documents and confirmed that they were in compliance with the Company Act, and we hereby submit them to the 2023 Annual General Shareholders’ Meeting for review in accordance with Article 219 of the Company Act for review.
Please refer to Attachment 2 on page 5 of this Handbook for Audit Committee’s Review Report.

Report 3:

Brief: The Company’s distribution of 2022 employee remuneration and director remuneration is submitted for review.
Notes: 1. As per Article 31 of the Articles of Incorporation, the Company shall provide no less than 3% of the balance of the year’s profit (that is, the pre-tax income with the employee remuneration and director remuneration note yet deducted), less the cumulative deficit, if any, for employee remuneration and no greater than 5% for director remuneration.
After the deliberation by the Remuneration Committee on March 15, 2023 and the resolution adopted by the Board of Directors, it is proposed to provide 5.4% of the balance for employee remuneration in the amount of NT$12,207,669 and 2.7% for director remuneration in the amount of NT$6,103,834, both of which will be paid in cash.
There is no difference between the above amounts to be paid out and the amounts of employee remuneration and director remuneration accounted for under expenses for 2022.

Report 4:

Brief: The Company’s 2022 Statement of Earnings Distribution is submitted for review.

Notes: 1. As per Article 31-1 of the Articles of Incorporation, the Board of Directors is delegated to resolve a decision to distribute all or part of the dividends and bonuses that should be distributed in cash and report to the shareholders’ meeting.
It is to provide shareholder bonus of NT$112,581,215 for cash dividends and distribute it in proportion to the number of shares held by shareholders listed in the shareholder register on the dividend distribution record date, with NT$1.1 allotted per share. Said amount will be rounded down to NT$1, and the total amount less than NT$1 will be transferred to other income.
The Board of Directors has approved this proposal and resolved a decision to determine another ex-dividend record date, payout date, and other related matters. If the number of the issued shares is affected due to a capital increase, issuance of

==> picture [63 x 56] intentionally omitted <==

new shares, repurchase of the Company’s shares, or transfer or cancellation of treasury shares, resulting in a change in the payout ratio, the Board of Directors is also delegated to handle and adjust it at its sole discretion.

Chapter Three. Proposals

Proposal 1: Proposed by the Board of Directors

Brief: The Company’s 2022 Business Report and financial statements are submitted for resolution.

Notes: 1. The Company’s 2022 parent company only financial statements and consolidated financial statements, which have been audited by Chiang, Jia-Ling and Wu, Chiu-Yen, CPAs at Deloitte & Touche, by whom an unqualified opinions have been issued on record, together with the 2022 Business Report have been approved by resolution of the Board of Directors and reviewed by the Audit Committee.
Please refer to Attachment 1 on page 4 and Attachment 3 on pages 6 to 25 of this Handbook for the Business Report and financial statements referred to in the preceding paragraph and proceed to ratify them.

Resolution:

Proposal 2: Proposed by the Board of Directors

Brief: The Company’s 2022 Statement of Earnings Distribution is submitted for resolution. Note: The 2022 Statement of Earnings Distribution was approved by resolution of the Board of Directors and reviewed by the Audit Committee. Please refer to Attachment 4 on page 26 of this Handbook and proceed to ratify it.

Resolution:

Chapter Four. Questions and Motions

Chapter Five. Adjournment

==> picture [63 x 56] intentionally omitted <==

Chapter Seven. Attachments

Attachment 1

Tsang Yow Industrial Co., Ltd. Business Report 2022

During 2022, the pandemic in mainland China, the Russo-Ukrainian War, the shortage of chips, and inflation worsened the supply chain crisis of the global automotive industry and impacted the recovery of the global automotive sales market. The Group’s 2022 consolidated revenue was NT$1,790,943,000, a slight decrease of 2% compared to NT$1,825,807,000 for 2021, but we still achieved the target of 103% of the budget.

Regarding profits, thanks to the strong market demand for high-profit-margin AM and OES after-sales services, the effect of adjusted pricing strategies, and the strong U.S. dollar (USD), as well as the Company’s continuous cost improvement in recent years, the Group’s gross margin has been growing year by year. The Group’s 2022 consolidated gross margin of (21%) increased by 7% compared with (14%) for 2021. Of it, the gross margin of the parent company in Taiwan increased significantly from 19% for 2021 to 27% for this year. The Group’s consolidated net income after tax was NT$165,390 thousand an increase of 459% compared to 2021. The after-tax earnings per share was NT$1.62, an increase of NT$1.33 from NT$0.29 for 2021.

Future business direction

In response to the future development trends of the automotive industry and the changes and challenges in the global automotive market, the Company will continue to integrate the group-wide advantages, build relevant strategic layouts, and carry out lean management, thereby creating higher values and profits for shareholders and pursuing sustainable business development:

I Marketing strategy
In addition to consolidating the existing client base and markets, we will make good use of our excellent technical advantages (precision machining, stamping, welding, and gear processing) and complete quality management systems (ISO 9001, IATF 16949, and AS9100), transform products, as well as stepping into new sectors of the industry (new energy vehicle market) and diverse product markets, to increase revenue and bring the Company’s products to enter a new era of continuous innovation and technological advancement.
The Company specializes in research and development (R&D) of industrial precision processing products with competitiveness and will advance processes, develop value-added application technologies, and enhance the high-value advantage of this industry.
In response to the rising demand of the semiconductor industry in the future, we, in respect of market development, will proactively build a layout across diverse industries and formulate a sustainable development business strategy.
II Business management strategy
Accelerating digital transformation, adopting production automation, and digitizing management. Optimizing the decision-making model and the production and sales

==> picture [63 x 56] intentionally omitted <==

process to satisfy client needs. Maximizing value and quality to create new value for the enterprise.

Integrating the Group’s resources, streamlining production and management, optimizing the production and sales processes, and establishing a supply system for strategic collaboration to improve supply resilience.
Implementing ESG measures and enhancing corporate governance, environmental symbiosis, and shared prosperity, to become a reliable enterprise and pursue sustainable business growth.

In recent years, the global automotive market has experienced the US–China trade war and the headwinds of port congestion, the Russo-Ukrainian War, and the shortage of automotive chips, and the global supply chain has been chaotic; thus, automakers were forced to cut production, and the demand for traditional automotive industry chains has been sluggish. Looking ahead, after automakers’ backlog of orders over the past two years is gradually alleviated in 2023, the demand for production and sales in the automotive market is estimated to pick up. However, the issues of high inflation, shortage of energy resources, and transition to net zero continue to push up the costs of raw materials and lead to the underlying concerns about economic recession. Faced with the ever-changing environment, the Company will turn pressure into motivation, focus more on the improvement to internal capabilities, formulate competitive cost management and production and sales strategies to keep abreast of market niches, and proactively invest in the R&D of new technologies and high value-added products, while maintaining market competitiveness and creating more outstanding achievements. We hope that all shareholders will continue to support and encourage the Company when moving forward.

Chairman: Su, Chi-Tse General Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

Attachment 2

==> picture [63 x 56] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. Audit Committee’s Review Report

The Board of Directors has prepared and submitted the Company’s 2022 Parent-only and Consolidated Financial Reports, Business Report, and proposals of earnings distribution. The Financial Reports mentioned above have been audited by Jia-Ling Chiang and Chiu-Yen Wu of Deloitte Taiwan with unqualified opinion issued. All the reports and statements above were prepared by the Board of Directors and have been reviewed and determined to be correct and accurate by the Audit Committee members. Therefore, we hereby submit this report in accordance with Article 219 of the Company Act and Article 14-4 and 36 of the Securities and Exchange Act. Please review accordingly.

Sincerely,

Tsang Yow Industrial Co., Ltd.

2023 Annual General Shareholders’ Meeting

Convener of the Audit Committee:

March 15, 2023

==> picture [63 x 56] intentionally omitted <==

Attachment 3

Financial Statements and Independent Auditors’ Report

Tsang Yow Industrial Co., Ltd.

Parent Company Only Financial Statements and Independent Auditors’ Report For the Years Ended December 31, 2022 and 2021

Independent Auditors’ Report

To Tsang Yow Industrial Co., Ltd.,

Audit Opinion

We have audited the accompanying parent company only balance sheets of Tsang Yow Industrial Co., Ltd. (the “Company”) for the years ended December 31, 2022 and 2021 and the relevant parent company only statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “parent company only financial statements”).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the individual financial position of the Company as of December 31, 2022 and 2021 and for the years then ended, and its individual financial performance and standalone cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the parent company only financial statements” paragraph of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the Company’s parent company only financial statements for the year ended December 31, 2022 based on our professional judgment. These matters were addressed in our audit of the parent company only

==> picture [63 x 56] intentionally omitted <==

financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.

Key audit matters of the Company’s parent company only financial statements for the year ended December 31, 2022, are stated as follows:

Authenticity of sales revenue from consignment warehouses

The Company mainly engages in the manufacturing and sales of automobiles and parts thereof. Warehouse consignment is one of the Company’s important sales models. As the Company needed to regularly verify the quantity of the goods sold from the consignment warehouses to recognize the sales revenue, during which manual reconciliation was involved, the potential risk of error posed to the authenticity of the Company’s sales revenue has increased. Therefore, in accordance with the rule that revenue is presumed to be a significant risk under the auditing standards, the authenticity of the sales revenue from specific consignment warehouses is listed as a key audit matter.

Please refer to Note 4 (11) for the accounting policy on revenue recognition and Note 20 for the disclosure of operating revenue.

We have implemented the corresponding audit procedures below for the specific aspects of the above key audit item, including:

I. Learned about and tested if the Company’s internal control operations related to the sales were effective.

II. Selected samples from the statements of sales revenue from the specific consignment warehouses, checked the account reconciliation records between the Company and clients, shipping documents, and payment collection documents, and checked if the recipients were consistent with the transaction counterparties or reviewed the confirmation made by clients to confirm the authenticity of the sales.

Responsibilities of the management and the governing bodies for the parent company only financial statements

The management’s responsibilities are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control associated with the preparation in order to ensure that the parent company only financial statements are free from material misstatement arising from fraud or error.

In preparing the parent company only financial statements, the management is responsible for assessing the Company’s ability in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate

==> picture [63 x 56] intentionally omitted <==

the Company or cease the operations without other viable alternatives.

The Company’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.

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

Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.

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

I. Identified and assessed the risks of material misstatement arising from fraud or error within the parent company only financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
II. Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
III. Evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
IV. Concluded on the appropriateness of the management’s adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Company’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in said

==> picture [63 x 56] intentionally omitted <==

statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

VI. Obtained sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the parent company only financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.

The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).

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

From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Company’s parent company only financial statements for the year ended December 31, 2022. We have clearly indicated such matters in the auditors’ report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte Taiwan CPA Chiang, Jia-Ling CPA Wu, Chiu-Yen Securities and Futures Bureau Approval Securities and Futures Bureau Approval Document No. Document No. Tai-Cai-Zheng-Liu-Zi No. 0920123784 Tai-Cai-Zheng-Liu-Zi No. 0920123784

March 25, 2023

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd.

Parent Company Only Balance Sheet

December 31, 2022 and 2021

Code 1100 1110 1151 1170 1180 1200 1210 1220 1310 1476 1479 11XX 1550 1600 1755 1780 1840 1915 1980 1990 15XX 1XXX Code 2100 2130 2150 2170 2180 2200 2230 2280 2322 2399 21XX 2540 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX	Assets Current assets Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss – current (Notes 4, 7, and 26) Notes payable (Notes 4, 5, 8, and 20) Accounts receivable, net (Notes 4, 5, 8, and 20) Accounts receivable – related party (Notes 4, 5, 8, 20, and 27) Other receivables Other receivables – related party (Note 27) Current income tax assets (Notes 4 and 22) Inventory (Notes 4, 5, and 9) Other financial assets – current (Notes 10 and 28) Other current assets (Note 14) Total current assets Non-current assets Investments using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12, 28, and 29) Right-of-use assets (Notes 4 and 13) Intangible assets (Note 4) Deferred tax assets (Notes 4 and 22) Prepayments for business facilities Other financial assets – non-current (Notes 10 and 28) Other non-current assets Total non-current assets Total assets Liabilities and equity Current liabilities Short-term borrowings (Notes 15 and 27) Contract liabilities – current (Note 20) Notes payable (Note 16) Accounts payable (Note 16) Accounts payable – related party (Notes 16 and 27) Other payables (Notes 17, 21, and 27) Current tax liabilities (Notes 4 and 22) Lease liabilities – current (Notes 4 and 1 Long-term borrowings – current portion (Notes 15, 27, and 28) Other current assets (Note 17) Total current liabilities Non-current liabilities Long-term borrowings (Notes 15, 27, and 28) Deferred tax liabilities (Notes 4 and 22) Lease liabilities – non-current (Notes 4 and 13) Net defined benefit liabilities (Notes 4 and 18) Other non-current liabilities Total non-current liabilities Total Liabilities Equity (Notes 4, 19, and 24) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity		December 31,2022	December 31,2022	% 11 - - 8 - 1 4 - 16 - - 40 16 42 - - 2 - - - 60 100 4 1 - 6 - 4 2 - 5 1 23 18 - - - - 18 41 37 5 3 2 13 18 1) - 59 100		Unit: NT$ thousand December 31,2021	Unit: NT$ thousand December 31,2021	Unit: NT$ thousand December 31,2021
			Amount $ 307,069 443 64 213,899 1,965 17,708 107,544 431 432,738 9,640 10,504 1,102,005 454,426 1,170,432 3,886 9,194 39,735 1,541 2,236 592 1,682,042 $ 2,784,047 $ 100,000 18,387 7,709 174,756 11,690 105,027 41,012 1,828 133,611 38,171 632,191 495,178 10,305 2,081 5,845 100 513,509 1,145,700 1,030,865 150,532 96,923 44,054 359,046 500,023 31,293) 11,780) 1,638,347 $ 2,784,047				Amount $ 380,048 509 38 312,026 5,230 11 127,687 679 393,090 9,299 10,628 1,239,245 483,899 1,228,781 1,191 13,667 44,766 6,288 1,558 592 1,780,742 $ 3,019,987 $ 180,000 4,494 10,896 234,374 22,404 94,387 - 597 149,501 38,185 734,838 774,718 11,094 602 9,798 100 796,312 1,531,150 1,030,865 150,532 94,185 40,336 228,753 363,274 44,054) 11,780) 1,488,837 $ 3,019,987		%
		( (		(		( (		(	13 - - 10 - - 4 - 13 - 1 41 16 41 - - 2 - - - 59 100 6 - - 8 1 3 - - 5 1 24 26 1 - - - 27 51 34 5 3 1 8 12 2) - 49 100

The accompanying notes are an integral part of the parent company only financial statements. Chairman: Su, Chi-Tse Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. Parent Company Only Statement of Comprehensive Income For the Years Ended December 31, 2022 and 2021

Unit: In NT$ thousand, except for earnings per share in NT$

Code 4000 Operating revenue, net (Notes 4, 20, and 27) 5000 Operating cost (Notes 9, 21, and 27) 5900 Operating gross margins 5910 Unrealized losses (gains) with subsidiaries (Note 27) 5920 Realized losses with subsidiaries (Note 27) 5950 Realized gross profit Operating expenses (Notes 8 and 21) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment losses (gains) 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Notes 21 and 27) 7010 Other income 7100 Interest income 7020 Other gains and losses 7050 Financial costs		2022

(Continued on next page)

==> picture [63 x 55] intentionally omitted <==

(Continued from previous page)

Code 7060 Share of profit or loss of subsidiaries using the equity method 7000 Total 7900 Net income before tax 7950 Income tax expense (Notes 4 and 22) 8200 Net income for this year Other comprehensive income (Notes 18, 19, and 22) 8310 Items not reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8349 Income tax related to items not reclassified 8360 Items that may subsequently be reclassified to profit or loss 8361 Exchange differences arising from the translation of the financial statements of foreign operations 8380 Share of other comprehensive income of subsidiaries using the equity method 8399 Income tax related to items that may be reclassified to profit or loss		2022

==> picture [63 x 55] intentionally omitted <==

8300 Other comprehensive income for this year (net of tax) 8500 Total comprehensive income for this year Earnings per share (Note 23) 9710 Basic 9810 Diluted	14,824 $ 180,214 $ 1.62 $ 1.61	1 ( 13	5,942) $ 23,664 $ 0.29 $ 0.29	- 2

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

Chairman: Su, Chi-Tse General Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

Unit: NT$ thousand

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd.

Parent Company Only Statement of Changes in Equity For the Years Ended December 31, 2022 and 2021

Code A1 Balance as of January 1, 2021 Earnings appropriation and distribution for 2020 (Note 19) B1 Legal reserve B3 Special reserve B5 Cash dividend N1 Share-based payment transactions (Notes 19 and 24) D1 Net income for 2021 D3 Other comprehensive income after tax for 2021 D5 Total comprehensive income for 2021 Z1 Balance as of December 31, 2021 Earnings appropriation and distribution for 2021 (Note 19) B1 Legal reserve B3 Special reserve B5 Cash dividend D1 Net income for 2022 D3 Other comprehensive income after tax for 2022 D5 Total comprehensive income for 2022 Z1 Balance as of December 31, 2022	Ordinary share capital $ 1,030,865 - - - - - - - - 1,030,865 - - - - - - - $ 1,030,865	Capital surplus $ 145,471 - - - - 5,061 - - - 150,532 - - - - - - - $ 150,532		Retained	earnings		Total $ 366,430 - - 30,538) 30,538) - 29,606 2,224) 27,382 363,274 - - 30,704) 30,704) 165,390 2,063 167,453 $ 500,023	O t h e r equ i ty Exchange differences arising from the translation of the financial statements of foreign operations ($ 40,336) - - - - - - ( 3,718) ( 3,718) ( 44,054) - - - - - 12,761 12,761 ($ 31,293)	Treasury shares ($ 22,477) - - - - 10,697 - - - ( 11,780) - - - - - - - ($ 11,780)		Total equity
			Legal reserve $ 93,628 557 - - 557 - - - - 94,185 2,738 - - 2,738 - - - $ 96,923	Special reserve $ 42,026 - ( 1,690 ) - ( 1,690) - - - - 40,336 - 3,718 - 3,718 - - - $ 44,054	Undistributed earnings $ 230,776 ( 557 ) 1,690 ( 30,538) ( 29,405) - 29,606 ( 2,224) 27,382 228,753 ( 2,738 ) ( 3,718 ) ( 30,704) ( 37,160) 165,390 2,063 167,453 $ 359,046
						( ( ( ( (		( ( ( ( (	( ( (	( ( ( ( (	$ 1,479,953 - - 30,538) 30,538) 15,758 29,606 5,942) 23,664 1,488,837 - - 30,704) 30,704) 165,390 14,824 180,214 $ 1,638,347

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

General Manager: Su, Chi-Hu

Chairman: Su, Chi-Tse

Chief Accounting Officer: Chen, Hui-Jung

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd.

Parent Company Only Statement of Cash Flows For the Years Ended December 31, 2022 and 2021

Unit: NT$ thousand

Code Cash flows from operating activities A10000 Net income before tax A20010 Income and expense items A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit impairment losses (gains) A20400 Gain on financial assets at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A21900 Cost of employee stock options A22400 Share of profit or loss of subsidiaries using the equity method A22500 Gain on disposal of property, plant and equipment A23700 Inventory loss A23900 Unrealized gains (losses) with subsidiaries A24000 Realized losses with subsidiaries A30000 Net change in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivables – related party A31180 Other receivables A31200 Inventory A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32160 Accounts payable – related party A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit liability A33000 Cash from operations A33100 Interest received A33200 Dividends received	2022 $ 207,757 88,675 5,349 ( 604 ) 66 12,341 ( 4,423 ) ( 46 ) - 40,386 ( 4,496 ) 15,469 3,107 1,931 ( 26 ) 98,731 3,265 ( 17,697 ) ( 55,117 ) 124 13,893 ( 3,187 ) ( 59,618 ) ( 10,714 ) 13,444 ( 14 ) ( 1,374) 347,222 4,710 46	2021
		$ 37,357 93,898 5,094 1,993 ( 5 ) 9,671 ( 4,396 ) ( 23 ) 5,043 15,287 ( 15,177 ) 1,523 ( 1,931 ) 1,561 399 ( 111,496 ) 35,054 32,091 ( 83,284 ) 3,414 ( 235 ) 5,300 92,841 10,317 34,405 ( 722 ) ( 1,563) 166,416 4,651 23

(Continued on next page)

==> picture [63 x 55] intentionally omitted <==

(Continued from previous page)

Code A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flows from investing activities B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B05900 Decrease in other receivables – related party B06500 Increase in other financial assets B06600 Decrease in other financial assets BBBB Net cash inflows (outflows) from investing activities Cash flows from financing activities C00100 Decrease in short-term borrowings C01600 Long-term borrowings C01700 Repayment of long-term borrowings C04020 Repayment of principal of lease liabilities C04500 Cash dividend paid out C05000 Treasury shares transferred to employees CCCC Net cash inflows (outflows) from financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Opening balance of cash and cash equivalents E00200 Ending balance of cash and cash equivalents	2022 ( $ 12,597 ) ( 571) 338,810 ( 60,165 ) 38,188 ( 876 ) 19,856 ( 1,019 ) - ( 4,016) ( 80,000 ) 525,000 ( 820,430 ) ( 1,639 ) ( 30,704 ) - (407,773) ( 72,979 ) 380,048 $ 307,069	2021
		( $ 10,614 ) ( 2,299) 158,177 ( 42,030 ) 24,033 ( 6,437 ) 38,706 - 228 14,500 ( 50,000 ) 560,000 ( 479,561 ) ( 1,378 ) ( 30,538 ) 10,715 9,238 181,915 198,133 $ 380,048

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

Chairman: Su, Chi-Tse General Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

Stock code: 1568

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries

Consolidated Financial Statements and Independent Auditors’ Report For the Years Ended December 31, 2022 and 2021

Representation Letter

Considering that the companies to be included into the consolidated financial statements of affiliates under the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises were the same as those to be included into the consolidated financial statements of the parent and subsidiaries under IFRS 10 for 2022 (from January 1, 2022 to December 31, 2022), and the relevant information to be disclosed in the consolidated financial statements of the affiliates has already been disclosed in said consolidated financial statements of the parent and subsidiaries, no consolidated financial statements of affiliates were prepared separately.

It is hereby certified that the information disclosed herein is true and correct.

Name of Company: Tsang Yow Industrial Co., Ltd.

Person in Charge: Su, Chi-Tse

March 15, 2023

==> picture [63 x 55] intentionally omitted <==

Independent Auditors’ Report

To Tsang Yow Industrial Co., Ltd.,

Audit Opinion

We have audited the accompanying consolidated balance sheets of Tsang Yow Industrial Co., Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) for the years ended December 31, 2022 and 2021 and the relevant consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis of audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements” paragraph of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the Group’s consolidated financial statements for the year ended December 31, 2022 based on our professional judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.

==> picture [63 x 55] intentionally omitted <==

Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2022, are stated as follows:

Authenticity of sales revenue from consignment warehouses

The Group mainly engages in the manufacturing and sales of automobiles and parts thereof. Warehouse consignment is one of the Group’s important sales models. As the Group needed to regularly verify the quantity of the goods sold from the consignment warehouses to recognize the sales revenue, during which manual reconciliation was involved, the potential risk of error posed to the authenticity of the Group’s sales revenue has increased. Therefore, in accordance with the rule that revenue is presumed to be a significant risk under the auditing standards, the authenticity of the sales revenue from specific consignment warehouses is listed as a key audit matter.

Please refer to Note 4 (11) for the accounting policy on revenue recognition and Note 20 for the disclosure of operating revenue.

We have implemented the corresponding audit procedures below for the specific aspects of the above key audit item, including:

I. Learned about and tested if the Group’s internal control operations related to the sales were effective.
II. Selected samples from the statements of sales revenue from the specific consignment warehouses, checked the account reconciliation records between the Group and clients, shipping documents, and payment collection documents, and checked if the recipients were consistent with the transaction counterparties or reviewed the confirmation made by clients to confirm the authenticity of the sales.

Other Matters

The Company has also prepared the parent company only financial statements for the years ended December 31, 2022 and 2021, for which we have issued an audit report, along with an unqualified opinion, for reference.

Responsibilities of the management and the governing bodies for the consolidated financial statements

The management’s responsibilities are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively referred to as “IFRSs”) endorsed and issued into effect by the

==> picture [63 x 55] intentionally omitted <==

Financial Supervisory Commission (FSC) of the Republic of China and to maintain necessary internal control associated with the preparation in order to ensure that the consolidated financial statements are free from material misstatement arising from fraud or error.

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

The Group’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.

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

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.

I. Identified and assessed the risks of material misstatement arising from fraud or error within the consolidated financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
II. Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
III. Evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
IV. Concluded on the appropriateness of the management’s adoption of the going concern

==> picture [63 x 55] intentionally omitted <==

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

V.

VI.

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

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

From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Group’s consolidated financial statements for the year ended December 31, 2022. We have clearly indicated such matters in the auditors’ report. Unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte Taiwan

CPA Chiang, Jia-Ling CPA Wu, Chiu-Yen

==> picture [63 x 55] intentionally omitted <==

Securities and Futures Bureau Approval Securities and Futures Bureau Approval Document No. Document No. Tai-Cai-Zheng-Liu-Zi No. 0920123784 Tai-Cai-Zheng-Liu-Zi No. 0920123784

March 25, 2023

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Unit: NT$ thousand

Code 1100 1110 1151 1170 1200 1220 1310 1476 1479 11XX 1600 1755 1780 1840 1915 1980 1990 15XX 1XXX Code 2100 2130 2150 2170 2200 2230 2280 2322 2399 21XX 2540 2570 2580 2640 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX	Assets Current assets Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss (Notes 4, 7, and 26) Notes payable (Notes 4, 5, 8, 20, and 28) Accounts receivable, net (Notes 4, 5, 8, 20, and 27) Other receivables Current income tax assets (Notes 4 and 22) Inventory (Notes 4, 5, and 9) Other financial assets – current (Notes 10 and 28) Other current assets (Note 14) Total current assets Non-current assets Property, plant and equipment (Notes 4, 12, 28, and 29) Right-of-use assets (Notes 4 and 13) Intangible assets (Note 4) Deferred tax assets (Notes 4 and 22) Prepayments for business facilities Other financial assets – non-current (Notes 10 and 28) Other non-current assets Total non-current assets Total assets Liabilities and equity Current liabilities Short-term borrowings (Notes 15 and 27) Contract liabilities (Note 20) Notes payable (Note 16) Accounts payable (Notes 16 and 27) Other payables (Notes 17, 21, and 27) Current tax liabilities (Notes 4 and 22) Lease liabilities – current (Notes 4 and 13) Long-term borrowings – current portion (Notes 15, 27, and 28) Other current assets (Note 17) Total current liabilities Non-current liabilities Long-term borrowings (Notes 15, 27, and 28) Deferred tax liabilities (Notes 4 and 22) Lease liabilities – non-current (Notes 4 and 13) Net defined benefit liabilities (Notes 4 and 18) Other non-current liabilities Total non-current liabilities Total Liabilities Equity attributable to owners of the Company (Notes 4, 19, and 24) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity		December 31,2022 Amount % $ 458,717 16 443 - 2,489 - 430,974 15 18,931 1 431 - 540,075 18 9,640 - 17,569 1 1,479,269 51 1,350,037 46 15,297 1 9,839 - 65,140 2 1,541 - 2,236 - 592 - 1,444,682 49 $ 2,923,951 100 $ 100,000 4 18,387 1 7,709 - 285,653 10 125,166 4 41,012 1 1,828 - 133,611 5 64,444 2 777,810 27 495,178 17 4,590 - 2,081 - 5,845 - 100 - 507,794 17 1,285,604 44 1,030,865 35 150,532 5 96,923 3 44,054 2 359,046 12 500,023 17 31,293) ( 1) 11,780) - 1,638,347 56 $ 2,923,951 100	December 31,2022 Amount % $ 458,717 16 443 - 2,489 - 430,974 15 18,931 1 431 - 540,075 18 9,640 - 17,569 1 1,479,269 51 1,350,037 46 15,297 1 9,839 - 65,140 2 1,541 - 2,236 - 592 - 1,444,682 49 $ 2,923,951 100 $ 100,000 4 18,387 1 7,709 - 285,653 10 125,166 4 41,012 1 1,828 - 133,611 5 64,444 2 777,810 27 495,178 17 4,590 - 2,081 - 5,845 - 100 - 507,794 17 1,285,604 44 1,030,865 35 150,532 5 96,923 3 44,054 2 359,046 12 500,023 17 31,293) ( 1) 11,780) - 1,638,347 56 $ 2,923,951 100		December 31,2021	December 31,2021	December 31,2021
			Amount $ 458,717 443 2,489 430,974 18,931 431 540,075 9,640 17,569 1,479,269 1,350,037 15,297 9,839 65,140 1,541 2,236 592 1,444,682 $ 2,923,951 $ 100,000 18,387 7,709 285,653 125,166 41,012 1,828 133,611 64,444 777,810 495,178 4,590 2,081 5,845 100 507,794 1,285,604 1,030,865 150,532 96,923 44,054 359,046 500,023 31,293) 11,780) 1,638,347 $ 2,923,951			Amount $ 554,440 509 5,031 573,865 1,928 738 504,572 9,299 13,865 1,664,247 1,448,323 12,788 14,429 66,327 6,288 1,558 592 1,550,305 $ 3,214,552 $ 221,520 4,494 10,896 382,434 119,938 - 597 149,501 40,023 929,403 774,718 11,094 602 9,798 100 796,312 1,725,715 1,030,865 150,532 94,185 40,336 228,753 363,274 44,054) 11,780) 1,488,837 $ 3,214,552		%
		( (		(	( (		(	17 - - 18 - - 16 - 1 52 45 - 1 2 - - - 48 100 7 - - 12 4 - - 5 1 29 24 1 - - - 25 54 32 5 3 1 7 11 2) - 46 100

The accompanying notes are an integral part of the consolidated financial statements. Chairman: Su, Chi-Tse Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries

Consolidated Statement of Comprehensive Income For the Years Ended December 31, 2022 and 2021

Unit: In NT$ thousand, except for earnings per share in NT$

Code 4000 Operating revenue, net (Notes 4, 20, and 27) 5000 Operating cost (Notes 9, 21, and 27) 5900 Operating gross margins Operating expenses (Notes 8 and 21) 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit impairment losses 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Notes 21 and 27) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7000 Total 7900 Net income before tax 7950 Income tax expense (Notes 4 and 22) 8200 Net income for this year		2022		% 100 79 21 4 5 3 - 12 9 - - 3 1) 2 11 2 9		2021
		Amount $ 1,790,943 1,411,005 379,938 70,699 94,468 60,579 585 226,331 153,607 3,962 46 54,873 13,037) 45,844 199,451 34,061 165,390				Amount $ 1,825,807 1,566,626 259,181 68,367 84,941 69,306 3,676 226,290 32,891 1,941 23 10,390 10,385) 1,969 34,860 5,254 29,606		%
	(		(		(		(	100 86 14 4 4 4 - 12 2 - - 1 1) - 2 1 1

(Continued on next page)

==> picture [63 x 55] intentionally omitted <==

(Continued from previous page)

Code Other comprehensive income (Notes 18, 19, and 22) 8310 Items not reclassified to profit or loss 8311 Remeasurement of defined benefit plans 8349 Income tax related to items not reclassified 8360 Items that may subsequently be reclassified to profit or loss 8361 Exchange differences arising from the translation of the financial statements of foreign operations 8399 Income tax related to items that may be reclassified 8300 Other comprehensive income for this year (net of tax) 8500 Total comprehensive income for this year 8600 Net income attributable to: 8610 Owners of the Company 8700 Total comprehensive income attributable to: 8710 Owners of the Company Earnings per share (Note 23) 9750 Basic 9850 Diluted	2022		% - - 1 - 1 10 9 10	2021
	Amount $ 2,579 ( 516 ) 15,951 ( 3,190) 14,824 $ 180,214 $ 165,390 $ 180,214 $ 1.62 $ 1.61			Amount ( $ 2,780 ) 556 ( 4,647 ) 929 ( 5,942) $ 23,664 $ 29,606 $ 23,664 $ 0.29 $ 0.29		%
						- - - - - 1 2 1

==> picture [63 x 55] intentionally omitted <==

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

Chairman: Su, Chi-Tse General Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

Unit: NT$ thousand

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries

Consolidated Statement of Changes in Equity

For the Years Ended December 31, 2022 and 2021

Equity attributable to owners of the Company

Code A1 Balance as of January 1, 2021 Earnings appropriation and distribution for 2020 (Note 19) B1 Legal reserve B3 Special reserve B5 Cash dividend N1 Share-based transactions (Notes 19 and 24) D1 Net income for 2021 D3 Other comprehensive income after tax for 2021 D5 Total comprehensive income for 2021 Z1 Balance as of December 31, 2021 Earnings appropriation and distribution for 2021 (Note 19) B1 Legal reserve B3 Special reserve B5 Cash dividend D1 Net income for 2022 D3 Other comprehensive income after tax for 2022 D5 Total comprehensive income for 2022 Z1 Balance as of December 31, 2022	Ordinary share capital $ 1,030,865 - - - - - - - - 1,030,865 - - - - - - - $ 1,030,865	Capital surplus $ 145,471 - - - - 5,061 - - - 150,532 - - - - - - - $ 150,532		Retained	earnings		Total $ 366,430 - - 30,538) 30,538) - 29,606 2,224) 27,382 363,274 - - 30,704) 30,704) 165,390 2,063 167,453 $ 500,023	Other equity Exchange differences arising from the translation of the financial statements of foreign operations ($ 40,336) - - - - - - ( 3,718) ( 3,718) ( 44,054) - - - - - 12,761 12,761 ($ 31,293)	Treasury shares ($ 22,477) - - - - 10,697 - - - ( 11,780) - - - - - - - ($ 11,780)		Total equity
			Legal reserve $ 93,628 557 - - 557 - - - - 94,185 2,738 - - 2,738 - - - $ 96,923	Special reserve $ 42,026 - ( 1,690 ) - ( 1,690) - - - - 40,336 - 3,718 - 3,718 - - - $ 44,054	Undistributed earnings $ 230,776 ( 557 ) 1,690 ( 30,538) ( 29,405) - 29,606 ( 2,224) 27,382 228,753 ( 2,738 ) ( 3,718 ) ( 30,704) ( 37,160) 165,390 2,063 167,453 $ 359,046
						( ( ( ( (		( ( ( ( (	( ( (	( ( ( ( (	$ 1,479,953 - - 30,538) 30,538) 15,758 29,606 5,942) 23,664 1,488,837 - - 30,704) 30,704) 165,390 14,824 180,214 $ 1,638,347

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

Chairman: Su, Chi-Tse

General Manager: Su, Chi-Hu

Chief Accounting Officer: Chen, Hui-Jung

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries Consolidated Statement of Cash Flows For the Years Ended December 31, 2022 and 2021

Unit: NT$ thousand

Code Cash flows from operating activities A10000 Net income before tax for this year A20010 Income and expense items A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit impairment losses A20400 Gain on financial assets at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A21900 Cost of employee stock options A22500 Gain on disposal of property, plant and equipment A23700 Inventory loss A30000 Net change in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventory A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit liability A33000 Cash from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flows from investing activities	2022 $ 199,451 135,068 5,478 585 66 13,037 ( 3,962 ) ( 46 ) - 1,390 19,180 2,542 142,263 ( 17,003 ) ( 56,102 ) ( 3,704 ) 13,893 ( 3,187 ) ( 96,781 ) 8,060 24,421 ( 1,374) 383,275 3,962 46 ( 13,306 ) ( 1,497) 372,480	2021
		$ 34,860 143,638 5,212 3,676 ( 5 ) 10,385 ( 1,941 ) ( 23 ) 5,043 ( 19,093 ) 15,110 28,527 17,997 31,343 ( 90,308 ) 2,430 ( 235 ) ( 6,241 ) 60,085 27,374 ( 5,224 ) ( 1,563) 261,047 1,941 23 ( 11,424 ) ( 3,371) 248,216

(Continued on next page)

==> picture [63 x 55] intentionally omitted <==

(Continued from previous page)

Code B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B06500 Increase in other financial assets B06600 Decrease in other financial assets BBBB Net Cash from Investment Activities Cash flows from financing activities C00200 Decrease in short-term borrowings C01600 Long-term borrowings C01700 Repayment of long-term borrowings C04020 Repayment of principal of lease liabilities C04500 Cash dividend paid out C05000 Treasury shares transferred to employees CCCC Net cash outflow from financing activities DDDD Effect of movements in exchange rates on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100 Opening balance of cash and cash equivalents E00200 Ending balance of cash and cash equivalents	2022 ( $ 64,645 ) 34,312 ( 876 ) ( 1,019 ) - (32,228) ( 121,520 ) 525,000 ( 820,430 ) ( 1,639 ) ( 30,704 ) - (449,293) 13,318 ( 95,723 ) 554,440 $ 458,717	2021
		( $ 50,610 ) 30,213 ( 7,235 ) - 2,654 (24,978) ( 93,920 ) 560,000 ( 479,561 ) ( 1,378 ) ( 30,538 ) 10,715 (34,682) ( 3,591) 184,965 369,475 $ 554,440

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

Chairman: Su, Chi-Tse General Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

Attachment 4

==> picture [63 x 55] intentionally omitted <==

Statement of Earnings Distribution 2022 of

Tsang Yow Industrial Co., Ltd.

Unit: NT$ thousand

Item	Amount
Undistributed earnings at the beginningof 2022	191,593,697
Amount of 2022 net income, plus items other than net income after tax for 2022, included in the amount of 2022 undistributed earnings	167,452,560
Net income after tax for 2022 165,389,540 Actuarial gains and losses included in retained earnings 2,063,020
Less: Legal reserve Add: Special reserve	(16,745,256) 12,760,840
Earnings available for distribution Less: Distribution items: Shareholder bonus – cash dividend (NT$1.1/share)	355,061,841 (112,581,215)
Undistributed earnings at the end of 2022	242,480,626
Remarks: 1. The employee bonus of NT$12,207,669 and the director and supervisor remuneration of NT$6,103,834 are paid out in cash. 2. As of March 15, 2023, the number of outstanding shares was 102,346,559 (the total number of issued shares was 103,086,559 shares, less treasury shares of 740,000) as the basis for allotment. 3. The cash dividends at this time were calculated based on the shareholdings and rounded down to NT$1, and the sum of each dividend of less than NT$1 is included in the Company’s other income.

Chairman: Su, Chi-Tse General Manager: Su, Chi-Hu Chief Accounting Officer: Chen, Hui-Jung

Appendix 1

==> picture [63 x 55] intentionally omitted <==

Chapter Eight. Appendices

Tsang Yow Industrial Co., Ltd. Articles of Incorporation

Chapter I: General Provisions

Article 1: The Company is duly incorporated in accordance with the Company Act. The name of the Company is 倉佑實業股份有限公司 and the English name is Tsang Yow Industrial Co., Ltd.

The scope of the Company’s business is as follows:

I. CB01990 Other Machinery Manufacturing.
II. CD01010 Ships and Parts Manufacturing.
III. CD01030 Motor Vehicles and Parts Manufacturing.
IV. F113990 Wholesale of Other Machinery and Tools.
V. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
VI. F114060 Wholesale Ship and Component Parts.
VII. F213990 Retail Sale of Other Machinery and Tools.
VIII. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories. IX. F214060 Retail Sale of Ship and Component Parts Thereof.
X. F401010 International Trade.
XI. CD01040 Motorcycles and Parts Manufacturing.
XII. CD01050 Bicycles and Parts Manufacturing.
XIII. CD01060 Aircraft and Parts Manufacturing.
XIV. CD01990 Other Transport Equipment and Parts Manufacturing.
XV. F214040 Retail Sale of Bicycle and Component Parts Thereof.
XVI. CC01080 Electronics Components Manufacturing.
XVII. CC01110 Computer and Peripheral Equipment Manufacturing.
XVIII. CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing.
XIX. D101060 Self-usage Power Generation Equipment Utilizing Renewable Energy Industry
XX. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company may provide guarantees to
- Article 2-1: The Company may provide endorsements/guarantees external entities for business needs, but it shall be submitted to the Board of Directors for approval in accordance with the Company’s Operating Procedures for Endorsements and Guarantees.
Article 2-2: When the Company invests in another company and becomes a shareholder with limited liability, it may not be subject to the limit under Article 13 of the Company Act, but the investment shall not exceed 100% of the Company’s paid-in share capital and shall be approved by the Board of Directors.
Article 3: The Company is headquartered in Chiayi County, Taiwan, and may establish branches,

==> picture [63 x 55] intentionally omitted <==

factories, or offices at home or abroad when necessary with the approval by resolution of the Board of Directors as per law.

Article 4: The Company’s announcement method shall be handled in accordance with Article 28 of the Company Act.

Chapter II Shares

Article 5: The Company’s total capital amounts to NT$1.5 billion, which is divided into 150 million shares, and each share is NT$10. The Board of Directors is delegated to issue such shares in tranches.
Of the capital in the preceding paragraph, an amount of NT$40,000,000 is reserved for the issuance of employee stock warrants, totaling 4,000,000 shares, which may be issued in tranches with the approval by resolution of the Board of Directors.
Article 6: When the amount of the Company’s issued shares exceeds a certain amount set by the central competent authority, it shall issue stocks in accordance with the applicable provisions of the Company Act.

The Company may be exempted from printing stock certificates but shall register with the centralized securities depository enterprise for the stocks issued by the Company. The same shall also apply to the issuance of other securities.

Article 6-1: Where the Company intends to revoke the public offering, it shall be approved by the Board of Directors and adopted by resolution of the shareholders’ meeting before the Company proceeds to apply for revocation of the public offering.
Article 7: The Company’s stock affairs shall be handled in accordance with the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies, unless otherwise stipulated by laws and the competent securities authority.
Article 8: The change of the shareholder register shall be suspended within 60 days before an annual general shareholders’ meeting, within 30 days before an extraordinary shareholders’ meeting, or within five days before the record date of the payout of dividends, bonuses, or other benefits.
Article 9: The recipients of the treasury shares purchased by the Company in accordance with the Company Act and employee stock warrants issued and the subscribers of restricted stock awards issued may include employees at the controlling company or subsidiaries who meet certain criteria.
The Board of Directors is delegated to set the certain criteria in the preceding paragraph.

Chapter III Shareholders’ Meeting

Article 10: There are annual general and extraordinary shareholders’ meetings.

I. The annual general shareholders’ meeting shall be convened once per year within six months after the end of each fiscal year.
II. An extraordinary shareholders’ meeting may be convened at any time in accordance with applicable laws and regulations when necessary.
Article 10-1: Each shareholder shall be notified of the date, time, place, and reason for convening such a meeting 30 days before an annual general shareholders’ meeting and 15 days before an extraordinary shareholders’ meeting. Any election of directors, amendments to the Articles of Incorporation, dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the

==> picture [63 x 55] intentionally omitted <==

Company Act shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.

Article 10-2: The Company may convene shareholders’ meeting by video conference or in other methods as announced by the central competent authority
Article 11: Any shareholder who is unable to attend a shareholders’ meeting for any reason may appoint a proxy to attend the meeting by presenting a signed or sealed proxy form printed by the Company, indicating the scope of the authorization, and proceed in accordance with the Company Act and the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies promulgated by the competent authority.
Article 12: A shareholders’ meeting shall be chaired by the Chairman. When the Chairman is absent, the Chairman shall designate one of the directors to act as the chair. Where the Chairman fails to make such a designation, the directors shall select from among themselves one person to serve as the chair. If a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 13: A shareholder shall be entitled to one vote for each of the Company’s ordinary shares held. However, the shares issued by the Company held by the Company in accordance with the Company Act are deemed non-voting shares.
Article 14: Resolutions at a shareholders’ meeting shall, unless otherwise provided by applicable laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 15: Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. Said distribution may be conducted through announcement on the Market Observation Post System (MOPS).

The original copy of the meeting minutes, together with the sign-in book, and the proxy forms shall be kept at the Company in accordance with Article 183 of the Company Act.

Chapter IV The Board of Directors and the Audit Committee

Article 16: The Company shall have seven to eleven directors on the board, but the Board of Directors shall be delegated to determine the number of directors to be elected. Directors shall be elected through a candidate nomination system specified in Article 192-1 of the Company Act by the shareholders’ meeting from a list of director candidates. Their term of office is three years, and they can be re-elected. Where the term of office ends and an election fails to be held in time, the original term of office may be extended until an election of new directors is held. The total shareholding of all directors shall be handled in accordance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the competent authority.
Article 16-1: Pursuant to Articles 14-2 and 14-4 of the Securities and Exchange Act, of the number of directors under Article 16, the number of independent directors shall not be fewer than three, one of whom shall be the convener of the Audit Committee and at least one of whom shall have expertise in accounting or finance.

==> picture [63 x 55] intentionally omitted <==

They shall be elected through a candidate nomination system by the shareholders’ meeting from a list of independent director candidates. The professional qualifications, shareholding, restrictions on positions held concurrently, nomination, and other matters to be complied with for independent directors shall be governed by the regulations of the competent securities authority.

Article 16-2: The Company has established an Audit Committee formed by all independent directors in accordance with Article14-4 of the Securities and Exchange Act. The Audit Committee is responsible for performing the duties specified in the Company Act, the Securities and Exchange Act, and other laws and regulations.
Article 17: When the vacancy of directors reaches one-third of all directors, the Board of Directors shall hold a shareholders’ meeting for a by-election in accordance with the law; however, the term of office of the directors elected at the by-election shall be limited to the original term of office.
When the shareholders’ meeting elects directors, each share shall be entitled to the number of voting rights equal to that of directors to be elected and may be cast for a single candidate or split among multiple candidates.

Where the Company’s shareholders’ meeting resolves a decision to elect new directors for the entire board before the end of the existing directors’ term of office, if the shareholders’ meeting fails to resolve a decision to allow the existing directors to serve on the board until the end of the term of office, they shall be dismissed early.

Article 18: The Board of Directors is formed by all directors, and the Chairman shall be elected by more than half of the directors from among themselves present at a board meeting attended by two-thirds or more of all directors. The Chairman shall chair shareholders’ meetings and board meetings internally and represent the Company externally and execute all the Company’s business in accordance with laws, regulations, and resolutions adopted by the shareholders’ meeting and the Board of Directors. When the Chairman is unable to perform the duties for a specific reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is no such a position as managing director, the Chairman shall designate one person to act as the chair. Where the Chairman fails to make such a designation, the directors shall elect, from among themselves, one person to serve as the chair.
Article 19: Directors shall be obliged to act as joint guarantors for external loans taken out the Company.
Article 20: The responsibilities of the Board of Directors are as follows:
I. Determination of the Company’s business policy and monitoring of business activities.
II. Appointment, dismissal, and remuneration of managers.
III. Appointment and dismissal of the chief accounting officer and internal auditors.
IV. Review of budgets and financial statements.
V. Drawing up a statement of earnings distribution or a statement of deficit compensation and making capital increase proposals.
VI. Approval of investments in or provision of loans to other businesses and mortgage of assets.
VII. Establishment, major restructuring, and dissolution of the Company’s important organizations, as well as the review of important rules and

==> picture [63 x 55] intentionally omitted <==

important contracts.

VIII. Approval of proposals for the purchase, disposal, and pledge or mortgage of movable, immovable, or intangible assets as referred to in the Company’s Asset Acquisition and Disposal Operating Rules.
IX. Convening of shareholders’ meetings.
X. Review and approval of matters submitted by the Chairman for discussion. XI. Performance of other duties conferred by laws and regulations and the shareholders’ meeting.
Article 21: Unless otherwise provided by the Company Act, resolutions by the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. In case a director is unable to attend a board meeting in person for a specific reason, they shall issue a proxy form and state therein the scope of authority with reference to the subjects to be discussed at the meeting to entrust a proxy to attend the meeting on their behalf. The proxy mentioned in the preceding paragraph is limited to only one proxy.
When a board meeting is held by video conference, the directors who participate in the meeting by video conference shall be deemed to be present in person.
When a board meeting is called, a meeting notice shall state the reasons for calling a meeting and be sent to each director no later than seven days prior to the scheduled meeting date. However, in case of emergency, a board meeting may be called at any time. The Company may send such a meeting in writing or by email or fax.
Article 22: Matters relating to the resolutions by a board meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The original copy of the meeting minutes, together with the sign-in book, and the proxy forms shall be kept at the Company.
Article 23: The remuneration paid to directors is determined by the Board of Directors according to individual director’s involvement and contribution to the business operation with the reference to the general standard in the industry without exceeding the standards specified in the Company’s salary determination regulations. And directors are entitled to travel allowance based on actual attendance to the meeting.
The Company may purchase liability insurance for directors during their terms in accordance with the law for the scope of their duties depending on the needs with the consent of more than half of the directors present at a board meeting attended by more than half of the directors.

Chapter V Managers

Article 27: The Company may appoint managers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article 28: The Company may recruit consultants and important staff by resolution of the Board of Directors.

Chapter VI Accounting

Article 29: The Company’s each fiscal year is from January 1 to December 31 per year.

Article 30: At the end of the Company’s each fiscal year, the Board of Directors shall prepare the following documents and submit them to the shareholders’ meeting for ratification.

==> picture [63 x 55] intentionally omitted <==

I. A business report.

II. financial statements.

III. A statement of earnings distribution or a statement of deficit compensation.

Article 31: Where the Company makes a profit for a fiscal year, it shall provide no less than 3% of the balance for employee remuneration, which shall be distributed in stock or cash by resolution of the Board of Directors. The recipients of the remuneration may include the employees at the controlling company or subsidiaries who meet certain criteria, and the criteria shall be determined by the Board of Directors as delegated. The Company may provide no greater than 5% of said balance for director remuneration by resolution of the Board of Directors.
Distribution of employee remuneration and director remuneration shall be reported to the shareholders’ meeting.

When there is still a cumulative deficit, the Company shall reserve an amount to offset it in advance, provide employee remuneration and director remuneration based on the above percentages.

Article 31-1: The Company’s net income based on the annual financial statements shall be distributed in the following order:
Paying taxes according to law.
Offsetting a cumulative deficit.
Providing 10% as a legal reserve.
Providing an amount for or reversing the special reserve as per laws and regulations or as needed in business.
If there is a balance remaining, the balance, plus the undistributed earnings, shall be the basis for distributable earnings adopted by the Board of Directors to make a shareholder dividend distribution proposal and submit it to the shareholders’ meeting for approval before distribution. The dividend distribution can be in the form of stock or cash.

Based on Article #240-5, the Company authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and such distribution shall be submitted to the shareholders’ meeting for reporting.

Article 31-2: The Company will factor in the industry condition and the growth stage of the Company to meets capital needs and long-term financial planning, as well as cash flow demands from the shareholders. Therefore, a certain percentage from distributable earnings will be set aside for shareholder dividends, of which the cash distribution shall not be lower than 10%. The type and percentage of such distribution might be adjusted by the shareholders’ meeting depending on actual surplus and capital needs.

Chapter VII Supplementary Provisions

Article 32: In accordance with Article 267 of the Company Act, when issuing new shares, the Company shall reserve 10% to 15% of the total number of new shares to be issued for subscription by employees. The shares subscribed for by the Company’s employees in accordance with the preceding paragraph may not be transferred within a certain period of time in accordance with the applicable provisions of the Company Act.
Article 33: Matters not specified in the Articles of Incorporation shall be handled in accordance

==> picture [63 x 55] intentionally omitted <==

with the Company Act and other laws and regulations.

Article 34: The Articles of Incorporation was formulated on December 20, 1984.

The 1st amendment was made on January 8, 1985. The 2nd amendment was made on February 26, 1987. The 3rd amendment was made on June 23, 1988. The 4th amendment was made on December 20, 1988. The 5th amendment was made on July 28, 1989. The 6th amendment was made on May 20, 1992. The 7th amendment was made on November 19, 1996. The 8th amendment was made on February 21, 1997. The 9th amendment was made on December 25, 1997. The 10th amendment was made on October 15, 1998. The 11th amendment was made on June 15, 1999. The 12th amendment was made on July 3, 2000. The 13th amendment was made on July 5, 2001. The 14th amendment was made on December 21, 2001. The 15th amendment was made on June 7, 2002. The 16th amendment was made on June 3, 2003. The 17th amendment was made on June 3, 2003. The 18th amendment was made on June 11, 2004. The19th amendment was made on June 16, 2005. The 20th amendment was made on June 16, 2005. The 21st amendment was made on June 15, 2006. The 22nd amendment was made on June 28, 2007. The 23rd amendment was made on December 6, 2007. The 24th amendment was made on June 25, 2010. The 25th amendment was made on June 29, 2012. The 26th amendment was made on June 23, 2014. The 27th amendment was made on June 7, 2016. The 28th amendment was made on June 13, 2018. The 29th amendment was made on June 18, 2019. The 30th amendment was made on September 10, 2021. The 31st amendment was made on June 9, 2022.

Tsang Yow Industrial Co., Ltd. Chairman: Su, Chi-Tse

Appendix 2

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd.

Rules of Procedure for Shareholders’ Meetings

I Purpose: To establish an excellent governance system for the Company’s shareholders’ meeting, improve the supervisory function, and strengthen the management function, these Rules are formulated in accordance with the provisions of Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies for compliance.
II Scope: Unless otherwise stipulated by laws or regulations, the rules of procedure for the Company’s shareholders’ meeting shall be governed by these Rules.
III Responsible unit: The unit in charge of these Rules shall be the shareholders’ meeting affairs unit.
IV Contents:
Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings
shall be convened by the Board of Directors.
1.1 Changes to the method of convening a shareholders’ meeting shall be subject to resolution by the Board of Directors and shall be made no later than before the notice of the shareholders’ meeting is sent.
1.2 Thirty days before the Company convenes an annual general shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors or supervisors, and other matters on the shareholders’ meeting agenda and upload them to the Market Observation Post System (MOPS). Meanwhile, 21 days before the Company convenes an annual general shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplementary materials and upload them to the MOPS. However, the Company, with the paid-in capital amounting to NT$10 billion or more at the end of the most recent fiscal year or the total shareholding ratio of foreign capital and capital from China reaching 30% or more as per the shareholder register for the annual general shareholders’ meeting held in the most recent fiscal year, shall upload such an electronic file 30 days before the meeting. Fifteen days before the Company convenes a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock affairs agency.
1.3 The Company shall provide said handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders’ meeting in the following methods:
- I When a physical shareholders’ meeting is convened, such materials shall be distributed on-site at the shareholders’ meeting.
- II When a video-assisted shareholders’ meeting is convened, such materials shall be distributed on-site at the shareholders’ meeting, and an electronic file of such materials uploaded to the video conference platform.
- III When a shareholders’ meeting is convened by video conference, an electronic file of such materials shall be sent to the video conference platform.
1.4 The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and the public announcement. With the consent of the addressees, the meeting notice may be sent by electronic means.
1.5 Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the

==> picture [63 x 55] intentionally omitted <==

Company, or any matter under Article 185, paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion. The main content may be placed on the website designated by the competent securities authority or the Company, and the website address thereof shall be stated in the notice.

1.6 Where an election of all directors or supervisors and their inauguration date is stated in the shareholders’ meeting notice, after the completion of the election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.
1.7 A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at an annual general shareholders’ meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder’s proposal in alignment with any circumstance under any subparagraph of paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board of Directors. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
1.8 Prior to the book closure date before an annual general shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholders’ proposals in writing or by electronic means and the location and time period for their submission; the period for acceptance of shareholders’ proposals may not be fewer than ten days.
1.9 Each of such proposals is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. Each shareholder making the proposal shall be present in person or by proxy at the annual general shareholders’ meeting and take part in the discussion of the proposal.
1.10 Prior to the date for issuance of the shareholders’ meeting notice, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting, the Board of Directors shall explain the reasons for any shareholder proposals not included in the agenda.
For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing a proxy form issued by the Company, with the scope of authorization for the proxy stated therein.
2.1 Each shareholder may issue only one proxy form and appoint only one proxy and shall deliver the proxy form to the Company no later than five days before the date of the shareholders’ meeting. When a duplicate proxy form is served, the one received earliest shall prevail, unless a declaration is made to cancel the previous proxy form.
2.2 Once a proxy form is received by the Company, if a shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company no later than two days prior to the date of the shareholders’ meeting, otherwise the voting rights exercised by the authorized proxy at the meeting shall prevail.
2.3 Once a proxy form is received by the Company, in the case that the shareholder intends to attend the shareholders’ meeting by video conference, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders’

==> picture [63 x 55] intentionally omitted <==

meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Principles for the location and time of a shareholders’ meeting
Article 5. The location of a shareholders’ meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to independent directors’ opinions with respect to the place and time of the meeting.
3.2 When the Company convenes a shareholders’ meeting by video conference, it is not subject to the restriction on location of the meeting under paragraph 3.1.
Preparation of an attendance book and other documents
4.1 The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as “shareholders”), and other matters that shall be noted.
4.2 The time at which shareholders’ sign-in begins, as stated in paragraph 4.1, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location place shall be clearly marked and staffed with a sufficient number of suitable personnel. When the shareholders’ meeting is convened by video conference, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders’ meeting in person.
4.3 Shareholders shall attend the shareholders’ meetings with their attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
4.4 The Company shall furnish the attending shareholders or the proxies they entrusted (hereinafter collectively referred to as “shareholders”) with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
4.5 The Company shall furnish attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, ballots shall also be furnished.
4.6 When the government or a juridical person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juridical person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting.
4.7 If a shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company no later than two days prior to the shareholders’ meeting.
4.8 If a shareholders’ meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting.
4-1 Matters to be included in a meeting notice when a shareholders’ meeting is convened by video conference
4-1.1 When the Company convenes a shareholders’ meeting by video conference, the information below shall be stated in the meeting notice:
I. Shareholders’ methods of participating in the video conference and exercising their

==> picture [63 x 55] intentionally omitted <==

rights.

II. The response to the obstacles to the video conference platform or to the participation in the video conference due to natural disasters, incidents, or other force majeure events shall include at least the following:
- (I) The time and the date of the next meeting when the meeting needs to be postponed or resumed as such obstacles cannot be resolved.
- (II) Shareholders who did not register to participate in the original shareholders’ meeting by video conference shall not participate in the meeting to be postponed or resumed.
- (III) When a video-assisted shareholders’ meeting is convened, if the video conference cannot continue, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. For shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance, and they shall be deemed to abstain for all motions resolved at the shareholders’ meeting.
- (IV) The handling method in the event that the resolution results of all motions have been announced, while extempore motions have not been resolved.
III. When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be specified.
Chair of the shareholders’ meeting and attendees
5.1 If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or unable to exercise the powers as the chair for any reason, the Vice Chairman shall chair the meeting on his behalf. Where there is such a position as Vice Chairman or the Vice Chairman is on leave or unable to exercise the powers as the chair for any reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is such a position as managing director, Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to not make such a designation, the managing directors or directors shall elect from among themselves one person to serve as the chair.
5.2 When a managing director or a director serves as the chair, as referred to in paragraph 5.1, the managing director or director shall have held that position for six months or more with great understanding of the Company’s financial position. The same shall apply if the chair is served by the representative of an institutional director.
5.3 It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the directors, at least one supervisor, and at least one representative of various functional committee members in person; the attendance shall be recorded in the shareholders’ meeting minutes.
5.4 If a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
5.5 The Company may appoint its attorneys, certified public accountants (CPAs), or relevant persons retained by it to attend a shareholders’ meeting in a non-voting capacity.
Audio and video recordings of the process from shareholders’ sign-in, the proceedings of the meeting to the process of voting and vote counting.
6.1 The Company shall make an uninterrupted audio and video recording of the entire process of the shareholders’ meeting from shareholders’ sign-in, the proceedings of the

==> picture [63 x 55] intentionally omitted <==

meeting to the process of voting and vote counting.

6.2 The audio and video recording in paragraph 6.1 shall be kept 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.
6.3 If a shareholders’ meeting is convened by video conference, the Company shall keep records of shareholders’ registration, sign-in, questions raised, and voting and the Company’s vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference.
6.4 The above-mentioned materials and audio and video recording shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.
6.5 If a shareholders’ meeting is convened by video conference, the Company is advised to make an audio and video recording of the back-end interface of the video conference platform.
Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in and the sign-in record on the video conferencing platform plus the number of shares whose voting rights are exercised in writing or by electronic means.
7.1 The chair shall call the meeting to order upon the meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders still represent fewer than one third of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned. If a shareholders’ meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform.
7.2 If there are not enough shareholders representing at least one third of the issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders’ meeting will be convened within one month. If a shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company in accordance with paragraphs 4.1–4.8.
7.3 When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of outstanding shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.
Proposal discussion
8.1 If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on the proposals on the agenda one by one (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders’ meeting.
8.2 The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene other than the Board of Directors.
8.3 The chair may not declare the meeting adjourned prior to completion of deliberation on

==> picture [63 x 55] intentionally omitted <==

the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution by the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders to continue the meeting.

8.4 The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Speeches delivered by shareholders
9.1 Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, their shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
9.2 A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech is not in alignment with the subject on the speaker’s slip, the spoken content shall prevail.
9.3 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes; however, if the shareholder’s speech violates the rules or exceeds the scope of the motion, the chair may have the shareholder stop the speech.
9.4 When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
9.5 When a juridical person shareholder appoints two or more representatives to attend a shareholders; meeting, only one of the representatives so appointed may speak on the same proposal.
9.6 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
9.7 If a shareholders’ meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 words, and the provisions of paragraphs 9.1 to 9.5 shall not apply.
9.8 If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.
Counting of the number of voting shares and a recusal mechanism
10.1 Voting at shareholders’ meetings shall be calculated based on numbers of shares.
10.2 The non-voting shares held by shareholders shall not be counted toward the total number of outstanding shares for any resolution to be adopted at a shareholders’ meeting.
10.3 A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the Company’s interest, shall not vote nor exercise the voting right on behalf of another shareholder.
10.4 Shares for which voting right cannot be exercised as provided in the preceding

==> picture [63 x 55] intentionally omitted <==

paragraph shall not be counted toward the number of votes of shareholders present at the meeting.

10.5 Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting rights represented by them shall not exceed 3% of the total number of the Company’s voting shares, otherwise, the portion of excessive voting rights shall not be counted.
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
11.1 When the Company holds a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder’s exercise of voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived their rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motions and amendments to original proposals.
11.2 A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company at least two days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
11.3 After shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders’ meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph two days before the shareholders’ meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised in writing or by electronic means shall prevail. If the shareholder exercises the voting right in writing or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail.
11.4 Except as otherwise provided in the Company Act and in the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS.
11.5 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
11.6 Scrutineers and vote counting personnel for the voting on proposals shall be appointed by the chair, provided that all scrutineers be shareholders of the Company.
11.7 Vote counting for proposals or elections at a shareholders’ meeting shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has

==> picture [63 x 55] intentionally omitted <==

been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and recorded.

11.8 When written proposals made by shareholders in accordance with Article 172-1 of the Company Act included in a shareholders’ general meeting agenda, if they are of the same type as those made by the Board of Directors, they shall be combined and handled in accordance with paragraph 11.5 mutatis mutandis .
11.9 The chair shall determine the order of proposals for discussion and voting made by shareholders in the questions and motions session.
11.10 When a shareholders’ meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the chair calls the meeting to order. They shall complete the voting before the chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.
11.11 When a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted in one go, and the voting and election results shall be announced.
11.12 If a video-assisted shareholders’ meeting is convened, shareholders who have registered to attend the shareholders’ meeting by video conference in accordance with Article 6, intend to attend the physical shareholders’ meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders’ meeting, otherwise they can only attend the shareholders’ meeting by video conference.
11.13 Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders’ meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extempore motions.
Elections
12.1 The election of directors or supervisors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors or supervisors and the numbers of votes they won.
12.2 The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept properly for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Meeting minutes and documents to be signed
13.1 Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed by electronic means.
13.2 Said distribution may be conducted through an announcement on the MOPS.
13.3 The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of votes won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the

==> picture [63 x 55] intentionally omitted <==

existence of the Company.

13.4 When a shareholders’ meeting is convened by video conference, the minutes of the shareholders’ meeting shall contain the start and end time of the shareholders’ meeting, the method of convening the meeting, the names of the chair and the meeting taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph.
13.5 When a shareholders’ meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders’ meeting.
Public announcement
14.1 The Company shall, on the day of the shareholders’ meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on site at the shareholders’ meeting. When a shareholders’ meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting.
14.2 When a shareholders’ meeting is convened by video conference, when the chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting.
14.3 If any resolutions by the shareholders’ meeting are material information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation (Taipei Exchange), the Company shall upload the content to the MOPS prior to a deadline.
Maintenance of order at the meeting venue
15.1 Staff handling administrative affairs of a shareholders’ meeting shall wear an identification badge or an armband.
15.2 The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification badge or an armband, reading “Proctor.”
15.3 At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
15.4 When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Break and continuation of meeting
16.1 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.
16.2 If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the

==> picture [63 x 55] intentionally omitted <==

shareholders’ meeting may adopt a resolution to resume the meeting at another venue.

16.3 A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Disclosures for video conferences
17.1 When a shareholders’ meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations, and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned.
Location of the chair and the minute taker of shareholders’ meeting by video conference
18.1 When a shareholders’ meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when calling the meeting to order.
Response to disconnection
19.1 When a shareholders’ meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems.
19.2 When a shareholders’ meeting is convened by video conference, the chair shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; that the meeting shall be postponed or resumed within five days due to any force majeure events that have obstructed the video conference platform or the participation in the video conference for 30 minutes or more before the chair declares the meeting adjourned; that Article 182 of the Company Act shall not apply.
19.3 In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders’ meeting by video conference shall not participate in the meeting postponed or resumed.
19.4 For the meeting to be postponed or resumed under paragraph 19.2, shareholders who have registered to participate in the original shareholders’ meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders’ meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the meeting postponed or resumed.
19.5 When a shareholders’ meeting is postponed or resumed in accordance with paragraph 19.2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again.
19.6 When the Company convenes a shareholder’s meeting, supplemented by a video conference, if the video conference cannot continue as under paragraph 19.2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 19.2.
19.7 When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders’ meeting.

==> picture [63 x 55] intentionally omitted <==

19.8 When the Company postpones or resumes the meeting in accordance with paragraph 19.2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders’ meeting and the provisions of this article.
19.9 Based on the period under Article 12, second-half paragraph and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies; Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders’ meeting at a date as per paragraph 19.2.
Response to the digital gap
20.1 When the Company convenes a shareholders’ meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders’ meeting by video conference.
These Rules and all amendments thereto shall take effect upon approval by a shareholders’ meeting.
21.1 These Rules were passed by the shareholders’ meeting on July 3, 2000. The 1st amendment was made on December 21, 2001.
The 2nd amendment was made on June 3, 2003. The 3rd amendment was made on June 15, 2006. The 4th amendment was made on October 18, 2007. The 5th amendment was made on June 29, 2012. The 6th amendment was made on June 10, 2013. The 7th amendment was made on June 22, 2015. The 8th amendment was made on June 15, 2020. The 9th amendment was made on July 15, 2021. The 10th amendment was made on June 9, 2022.

V. References:

Company Act
Securities and Exchange Act VI Relevant tables: None.

Appendix 3

==> picture [63 x 55] intentionally omitted <==

Tsang Yow Industrial Co., Ltd. Shareholdings of Directors

I. As of April 1, 2023, the Company’s paid-in capital was NT$1,030,865,590, and the number of issued shares was 103,086,559 (including 740,000 treasury shares).
II. As per Article 26 of the Securities and Exchange Act and Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares held by all directors is 8,000,000.
III. The number of shares held by individual and all directors as recorded in the shareholder

Job title	Name	Date elected	Term of office	Director	Director
				Number of shares held	Shareholdi ng (%)
Chairman	Su, Chi-Tse	July 15, 2021	3 years	1,781,867	1.73%
Director	Rich Pool Investment Co., Ltd. Representative: Chi-Hu Su	September 10, 2021	3 years	7,961,779	7.72%
Director	Rich Pool Investment Co., Ltd. Representative: Hsin-Shu Hsieh	July 15, 2021	3 years	7,961,779	7.72%
Director	Golden Top Investment Co., Ltd. Representative: Yen-Ching Yang	July 15, 2021	3 years	7,427,058	7.20%
Director	Su, Hsin-Cheng	July 15, 2021	3 years	1,717,762	1.67%
Director	Chu, San-Tu	July 15, 2021	3 years	601,058	0.58%
Independent Director	Ou, Chin-Shyh	July 15, 2021	3 years	-	-
Independent Director	Chen, Chih-Chang	July 15, 2021	3 years	-	-
Independent Director	Lin, Chiu-Hsien	July 15, 2021	3 years	-	-
Number of shares held by all directors				19,489,524	18.90%

AI assistant

T.Y. — AGM Information 2023

51867_rns_2023-06-09_d7d763e9-47a6-4024-a1ab-e13ec339a46d.pdf

Tsang Yow Industrial Co., Ltd.

2023 Annual General Shareholders’

Meeting

Handbook

Date: May 30, 2023

Table of Contents

Chapter One. Meeting Agenda

Meeting Procedure:

I Report on the Number of Shares Represented by Shareholders Present

VII Adjournment

Chapter Two. Reports

Report 1:

Report 2:

Report 3:

Report 4:

Chapter Three. Proposals

Chapter Four. Questions and Motions

Chapter Five. Adjournment

Chapter Seven. Attachments

Attachment 1

Tsang Yow Industrial Co., Ltd. Business Report 2022

Future business direction

Tsang Yow Industrial Co., Ltd. Audit Committee’s Review Report

Attachment 3

Audit Opinion

Basis of audit opinion

Key audit matters

Responsibilities of the management and the governing bodies for the parent company only financial statements

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

Tsang Yow Industrial Co., Ltd.

Parent Company Only Balance Sheet

December 31, 2022 and 2021

(Continued from previous page)

Tsang Yow Industrial Co., Ltd.

Tsang Yow Industrial Co., Ltd.

Independent Auditors’ Report

Audit Opinion

Basis of audit opinion

Key audit matters

Authenticity of sales revenue from consignment warehouses

Other Matters

Responsibilities of the management and the governing bodies for the consolidated financial statements

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

V.

VI.

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries

Equity attributable to owners of the Company

Tsang Yow Industrial Co., Ltd. and Its Subsidiaries Consolidated Statement of Cash Flows For the Years Ended December 31, 2022 and 2021

(Continued from previous page)

Statement of Earnings Distribution 2022 of

Tsang Yow Industrial Co., Ltd.

Chapter Eight. Appendices

Tsang Yow Industrial Co., Ltd. Articles of Incorporation

Chapter I: General Provisions

Chapter III Shareholders’ Meeting

Chapter V Managers

Chapter VI Accounting

Chapter VII Supplementary Provisions

Tsang Yow Industrial Co., Ltd.

Rules of Procedure for Shareholders’ Meetings

Tsang Yow Industrial Co., Ltd. Shareholdings of Directors

More from T.Y.

T.Y. AGM Information 2023