TYCOONS - AGM Information 2022 | FinancialReports.eu

Stock Code:2022

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Tycoons Group Enterprise Company Limited

2022 Annual General Meeting Meeting Handbook

9.00 a.m., May 26, 2022 No. 79-1, Xinle St., Gangshan Dist., Kaohsiung City 820, Taiwan (R.O.C.) (meeting room of the Company)

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Meeting Procedure ..................................................................... Page1 Agenda ......................................................................................... Page2 One. Report Items ...................................................................... Page3 Two.Ratification Items .............................................................. Page9 Three.Discussion Items ............................................................ Page10 Four.Election matters .............................................................. Page10 Five. Other Proposals .............................................................. Page11 Six.Extraordinary Motions ..................................................... Page12

Attachments 1. Comparison Table for Amendments to the “Operational Procedures for Management of Ethical Conduct”----------- Page13 2. Financial Statements and Independent Auditor's Report----Page21 3. Comparison Table of Amendments to the “Procedures for Asset Acquisition & Disposal”------------------------------Page46 4. List of candidates for directors (including independent directors)-------------------------------Page50 5. Articles of Incorporation-----------------------------------------Page52 6. Regulations for Elections of Directors-------------------------Page57 7. Rules and Procedures for Shareholder Meetings-------------Page58 8. Shareholding of All Directors-----------------------------------Page61

Tycoons Group Enterprise Company Limited

Meeting Procedure for 2022 Annual General Shareholders’ Meeting

I. Call Meeting to Order (when the attending shareholders representing the number of attending voting rights has met the regulatory cut-off requirement)
II. Chairperson’s Address
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Election matters
VII. Other Proposals

VIII. Questions and Motions

IX. Adjournment

Tycoons Group Enterprise Company Limited Agenda of 2021 Annual General Shareholders’ Meeting

Time: May 26, 2022 (Thursday), 9.00 a.m.

Venue: No. 79-1, Xinle St., Gangshan Dist., Kaohsiung City 820, Taiwan (R.O.C.) (meeting room of the Company)

Chairperson Remarks

One. Report Items:
I. Business Report for 2021
II. Audit Committee’s Review Report of Audited Financial Statements for 2021
III. Report on amendments to the Company's “Operational Procedures for Management of Ethical Conduct”
Two. Ratification Items:
I. Ratification for Business Report and Financial Statements for 2021.
II. Ratification for Accumulated Losses Offsetting Proposal for 2021.
Three. Discussion Items:
I. Discussion of amendments to the Company's “Procedures for Asset Acquisition & Disposal”
Four. Election matters:
I. Re-elections of every director and independent director of the board.
Five. Other Proposals:
I. Discussion to approve the lifting of non-competition restrictions for directors.
Six. Extraordinary Motions

Seven. Adjournment

One. [Report Items]

I. Business Report for 2021.

(I) Implementation Status of Business Plans

In 2021, the global pandemic gradually came under control, whereas prices of raw materials, such as coal and iron ore, rose. With export control imposed by Mainland China and Russia on steel products, the global supply of the steel market has been tightening. The upward trend of the global economy, nevertheless, solidified while the demand of terminal products rose. The steel market continues to pick up steam. Compounded by appropriate adjustments made in the Company’s operating strategy, the profitability of the Company has improved. In 2021, the standalone revenue of Tycoons amounted to NT$2.492 billion, as compared to NT$1.178 billion last year. The growth was an astounding 111.54%. The consolidated revenue amounted to NT$10.7 billion, or a growth of 34.93% as compared to NT$7.93 billion last year. The annual after-tax net profit amounted to NT$426 million, while the earnings per share amounted to NT$0.89.

In 2022, as the global economy, geopolitics and other factors have posed even more uncertainties, the overall steel market for the first half of the year is bumping upward. Looking forward, in the second half of the year, carbon reduction goals are prioritized in the steel industry in China, thus curtailing new addition in steel production capacity. Meanwhile, the US and other countries are promoting infrastructure projects, and their efforts continue to be strengthened. The demand for overall steel is thus booming, which is beneficial for the steady growth of the steel market this year.

Unit: NTD thousand

Profit or loss item	2021	Percentage	2020	Percentage	Increase/decrease	Percentage
Operating income Operating cost Gross profit Unrealized loss from sales Realized gain from sales Gross profit - net Operating expenses Net gain (loss) Non-operating expenses Gain(Loss) before tax Net gain(loss) for the current period	2,492,433 (2,214,103) 278,330 (3,294) 3,712 278,748 (115,484) 163,264 304,937 468,201 425,914	100 (89) 11 - - 11 (5) 7 12 19 17	1,178,471 (1,028,609) 149,862 (2,920) 2,922 149,864 (104,470) 45,394 (239,337) (193,943) (185,640)	100 (87) 13 - - 13 (9) 4 (20) (16) (16)	1,313,962 1,185,494 128,468 374 790 128,884 11,014 117,870 544,274 662,144 611,554	111 115 86 13 27 86 11 260 (227) (341) (329)
Earning per share	0.89		(0.39)

(II) Financial Income and Loss

Item Net cash inflow (outflow)fromoperating activities Net cash inflowfrom investing activities Net cash inflow (outflow)in financingactivities	2021	2020	Increase/decrease 1,127,730 438,354 (1,164,980)
	685,972	(441,758)
	550,430	112,076
	(876,438)	288,542

The net cash outflow from operating activities increased as compared to the previous year, mainly due to the decrease in prepayment for the current period.
Net cash inflow from investing activities decreased as compared to the previous year, mainly due to capital reduction undertaken by investee company accounted for using the equity method in 2020. Share capital was paid back to the Company.
Net cash inflow in financing activities increased as compared to the previous year, mainly due to early repayments made on most of the long/short-term borrowings in 2020.

(III) Profitability Analysis

Item	2021	2020
Return on assets	9.66	(3.41)
Return on equity	11.28	(4.42)
Profit margin	17.09	(15.75)

The net profit after tax in 2011 was NT$426 million, and the ratio of profitability

in 2011 was higher than that of last year.

(IV) Research and development:

Due to the change in business environment, the Company shall continue to improve

its production processes and develop new products.

(V) Future business strategy and important production and marketing policies:

The sale of wire rods strengthens the operation of departments. The Company shall expand customer sources and increase the market share for wire rod sales.
The Company shall adjust the structure of company products, improve production equipment, increase productivity, lower costs and actively seek out OEM work for wires.
The planning of heat treatment equipment can promote the enhancement of production lines and capacity, increase the quantity of OEM work, and thus increase gross profit.
For the domestic market of shear studs, domestic infrastructure projects continue to be promoted. As such, the Company seeks to stabilize product quality and enhance the punctuality of deliveries to increase orders.

(VI) Execution of budget: Not applicable.

The main production base of Tycoons Group is located in Thailand. In the past, due to overproduction of the steel industry in China, as well as the Chinese

government’s policy of promoting steel exports which led to Chinese steel products being dumped on the global market, steel prices in Southeast Asia have been affected. In May 2021, China canceled tax refunds for steel product exports, slashing the competitiveness of its steel product prices. In the future, due to “double carbon” goals (carbon peaking in 2030 and carbon neutrality in 2060), China shall seek to vigorously cut down the production capacity and carbon emissions of steel manufacturers. This shall benefit the supply and demand of the Asian steel market and stabilize steel product prices in the future. The sanctions imposed on China by the US have strengthened the economic position of Southeast Asian countries, as the Taiwanese and foreign businesses that left China have mainly relocated to Southeast Asian countries. Furthermore, with the niche of the ASEAN Free Trade Area, local economies are developing at a fast pace, thus boosting the demand for steel products. The Thai government has proposed the Thailand 4.0 economic model. From 2021 onward, the construction of infrastructure shall begin. Hence, the demand for steel is expected to grow. The future economic growth of Thailand is expected to drive its steel market.

In the future, we shall deepen the product planning and pursue cost reduction to maintain our core competitive advantages in the steel industry. By upholding the philosophy of self-surpassing, the Company pursues product diversification and enhancement of operating efficiency to cater to the rapid changing market and create more profits for the shareholders.

Tycoons Group Enterprise Company Limited

Chairwoman: Lu, Yen-Chuan President: Huang, Wen-Sung Finance Director: Chou, Pi-Wan

II. Audit Committee’s Review Report of Audited Financial Statements for 2021.

Audit Committee’s Review Report

The Audit Committee has reviewed the business reports, financial reports and

accumulated losses offsetting proposal for 2021 prepared and submitted by the Company

and found no material misstatement. In accordance with the Company Act, Article 219

and the Securities and Exchange Act, Article 14-4, the Committee thus submits the review

report.

For

2022 Annual General Shareholders’ Meeting of Tycoons Group Enterprise Company

Limited

Convener of Audit Committee: Wei, Gong-Ao

March 18, 2022

III.Report on amendments to the Company's “Operational Procedures for Ethical Conduct”

In accordance with the relevant regulations of the competent authority, the Board of Directors revised the " Operational Procedures for Management of Ethical Conduct " on March 18,2022. For a comparison table of the provisions before and after the revision, please refer to pages 13-20 of this manual, Attachment 1.

Two. [Ratification Items]

Proposal 1 (Proposed by the Board of Directors)

Item: Ratification for business report and financial statements for 2021.

Description: The financial statements for 2021 had been reviewed by the Audit Committee and resolved by the Board of Directors. Furthermore, certified public accountants, Lin Chi-Ping and Wu, Hsin-Liang from Baker Tilly Clock & Co had conducted an audit and issued an independent auditor’s report for the financial statements (see pages 21-45 of the Meeting Handbook, Attachment 2). The Audit Committee had also reviewed the business report (see pages 3-6 of the Meeting Handbook) and issued a report.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

Proposal: Ratification for Accumulated Losses Offsetting Proposal for 2021.

Description: The accumulated losses offsetting proposal for 2021 is as follows.

Tycoons Group Enterprise Company Limited	Tycoons Group Enterprise Company Limited	Tycoons Group Enterprise Company Limited	Tycoons Group Enterprise Company Limited
Deficit Compensation Statement
	2021
Unit: NTD＄
Item		Amount
Beginning balance of accumulated losses	(	$ 1,	484,845,713 )
Net profit after tax for the period			425,914,635
Equity securities measured at fair value			9,310,264
through other comprehensive income
The difference between the actual acquisition	(		271,629,885 )
or disposal of the equity price of the
subsidiary company and the book value
Actuarial gains and losses on defined benefit	(		71,339 )
plan
Deficit yet to be compensated – at the end of	(	$ 1,321,322,038 )
2021

Chairwoman: Lu, Yen-Chuan President: Huang, Wen-Sung Finance Director: Chou, Pi-Wan

Resolution:

Three. [Discussion Items]

Proposal 1 (Proposed by the Board of Directors)

Proposal: Discussion of amendments to the Company's “Procedures for Asset Acquisition & Disposal”

Description: Pursuant to the amendments on the law and regulations, it is proposed to make amendments to the partial articles of the “Procedures for Asset Acquisition & Disposal”. For the comparison table for the amendments, please see Attachment 3 at page 46~49 of the Meeting Handbook.

Resolution:

Four. [Election matters]

Proposal 1 (Proposed by the Board of Directors)

Proposal: Re-election of Directors (including Independent Directors). Description:

The tenure of the Board of Directors expires on January 30, 2022. Re-election is proposed to be held on May 26, 2022 at the Annual Shareholders’ Meeting.
According to the Articles of Incorporation, five Directors (including three Independent Directors) shall be elected. The tenure of the new Board of Directors is three years, starting from the date of the Shareholders’ Meeting holding the re-election, from May 26, 2022, to May 25, 2025. Directors shall be elected by adopting the candidate nomination system.
For the list of candidates for Directors (including Independent Directors), please see Meeting Handbook, page 50~51 (Attachment 4).
The re-election is conducted in accordance with the Regulations for Elections of Directors. Nominations are welcome.

Election results :

Five. [Other Proposals]

Proposal 1 (Proposed by the Board of Directors)

Proposal: Proposal for lifting the non-competition restrictions for new Directors and

other representatives.

Description:

In accordance with the Article 209 of the Company Act, a director who does anything for themselves or on behalf of another person within the scope of the company’s business shall explain to Shareholders’ Meeting the essential content of such conduct and secure its approval.
To utilize the expertise and relevant experience of the Directors, the Company shall hold the re-election of Directors (including Independent Directors) at the current Annual Shareholders’ Meeting. Without harming the interest of the Company, in accordance with the Article 209 of the Company Act, the non-competition restrictions shall be lifted for new Directors to hold positions in enterprises whose investment or operation shares or bears similarity in terms of business scope with the Company. The same is applicable for reelected Directors.
The concurrent positions in other enterprises held by Directors (including Independent Directors) are as follows.

Position	Nominee	Concurrent positions in other enterprises
Director	Lu, Yen- Chuan	Chairperson of Tycoons Worldwide Group (Thailand) Public Co., Ltd. Director of HuangHua Jujin Hardware Products Co., Ltd Supervisor of Hurco Automation Ltd.
Director	Huang, Wen-Sung	Director of Tycoons Worldwide Group (Thailand) Public Co., Ltd. Director of HuangHua Jujin Hardware Products Co., Ltd Chairperson of Hurco Automation Ltd. Director of Chin Fong Hsing Enterprising Co., Ltd.

Independent Director	Wei, Kung- Ao	Representative of PT. Dinamika Suryainti in Taiwan
Independent Director	Wu, Chung- Hsin	Special assistant of the chairperson’s office of Ever Steel Enterprise Co., Ltd.
Independent Director	Huang, Chun-Kai	Supervisor of Chia Tao Construction Engineering Co., Ltd. President of Kuan Ta Construction Co., Ltd.

Resolution:

Six. [Extraordinary Motions]

Seven. [Adjournment]

Comparison Table for Amendments to the“Operational Procedures for Management of Ethical Conduct” Attachment 1

Ethical Conduct”	Ethical Conduct”	Ethical Conduct”	Ethical Conduct”	Attachment1	Attachment1
Standard of Tycoons		Operating Procedures for Management of Ethical Conduct		Edition	4
TYS				Class	RE1 2
Articl e	Before amendment		After amendment	Reason for amendment
1.	Purpose: For the purpose of encouraging Directors, Supervisors,and managerial officers of the Company (including General Managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Company) to act in line with ethical standards, and helping stakeholders better understand the ethical standards of the Company, it is necessary for the Company to establish the code of ethical conduct. As such, the Company formulates these Operating Procedures to provide a basis of compliance.		Purpose: For the purpose of encouraging Directors and managerial officers of the Company (including General Managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Company) to act in line with ethical standards, and helping stakeholders better understand the ethical standards of the Company, the Company formulates these Operating Procedures to provide a basis of compliance.	“Supervisor s” is deleted.
2.	Scope: Directors, Supervisors,and managerial officers of the Company (including General Managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers ortheirequivalents,		Scope: Directors and managerial officers of the Company (including General Managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financialand	“Supervisor s” is deleted.

Standard of Tycoons	Standard of Tycoons	Operating Procedures for Management of Ethical Conduct	Edition	4
TYS			Class	RE1 2
Articl e	Before amendment	After amendment	Reason for amendment
	chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Company).	chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Company).
5. (1) 1	Prevention of conflicts of interest: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the Company, as for example when a Director, Supervisor,or managerial officer of the Company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the Company to obtain improper benefits for either themselves, their spouse, parents, children,or relatives within thethirddegree of kinship. The Company shall pay special attention to provisions of loans or guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which the aforementioned officers work.The management shall establish a policy aiming at preventing conflicts of interest, and shall offer appropriate meansfor Directors, Supervisors,and managerialofficers to	Prevention of conflicts of interest: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the Company, as for example when a Director or managerial officer of the Company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves, their spouse, or relatives within thesecond degree of kinship. The Company shallobserve the relevant regulation governing conduct onprovisions of loans or guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which the aforementioned officers work.Appropriate means shall be providedfor Directors and managerial officers to voluntarily explain whether there is any potential conflict between them and the Company.	Amended pursuant to laws and regulations and “Supervisor (s)” is deleted.

Standard of Tycoons	Standard of Tycoons	Operating Procedures for Management of Ethical Conduct	Edition	4
TYS			Class	RE1 2
Articl e	Before amendment	After amendment	Reason for amendment
	voluntarily explain whether there are any potential conflicts between them and the Company.
5. (1) 2	Eradicating opportunities to pursue personal gain: The management shall prohibit Directors, Supervisors,and managerial officers from engaging in any of the following activities: (1) Seeking opportunities to pursue personal gain by using company property or information or taking advantage of their positions; (2) Obtaining personal gain by using company property or information or taking advantage of their positions; (3) Competing with the Company. When the Company has an opportunity to gain profit, it is the responsibility of Directors, Supervisors, and managerial officers to maximize the reasonable and proper benefits that can be obtained by the Company.	Eradicating opportunities to pursue personal gain: The management shall prohibit Directors or managerial officers from engaging in any of the following activities: (1) Seeking opportunities to pursue personal gain by using company property or information or taking advantage of their positions; (2) Obtaining personal gain by using company property or information or taking advantage of their positions; (3) Competing with the Company. When the Company has an opportunity to gain profit, it is the responsibility of Directors and managerial officers to maximize the reasonable and proper benefits that can be obtained by the Company.	“Supervisor s” is deleted.
5.	Confidentiality: Directors, Supervisors, and	Confidentiality: Directors and managerial	“Supervisor s”is

Standard of Tycoons	Standard of Tycoons	Operating Procedures for Management of Ethical Conduct	Edition	4
TYS			Class	RE1 2
Articl e	Before amendment	After amendment	Reason for amendment
(1) 3	managerial officers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in losses to the Company or customers.	officers of the Company shall be bound by the obligation to maintain the confidentiality of any information regarding the Company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in losses to the Company or customers.	deleted.
5. (1) 4	Fair trade: Directors, Supervisors,and managerial officers shall treat all suppliers, customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, omission, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.	Fair trade: Directors and managerial officers shall treat all suppliers, customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, omission, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices.	“Supervisor s” is deleted.
5. (1) 5	Safeguarding and proper use of company assets: All Directors, Supervisors, and managerial officers have the responsibility to safeguard company assets and ensure that the assets can be effectively and lawfully used for official business	Safeguarding and proper use of company assets: All Directors and managerial officers have the responsibility to safeguard company assets and ensure that the assets can be effectively and lawfully used for official business purposes; any theft, negligence	“Supervisor s” is deleted.

Standard of Tycoons	Standard of Tycoons	Operating Procedures for Management of Ethical Conduct	Edition	4
TYS			Class	RE1 2
Articl e	Before amendment	After amendment	Reason for amendment
	purposes; any theft, negligence in care, or waste of the assets will directly impact the Company’s profitability.	in care, or waste of the assets will directly impact the Company’s profitability.
5. (1) 6	Legal compliance: The managementshall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.	Legal compliance: The Companyshall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws.	“Manageme nt” is amended to “Company” .
5. (1) 7	Encouraging reporting on illegal conduct or violation of the code of ethical conduct: The Company shall strengthen ethical awareness internally and encourage employees to report to the Supervisors,managerial officers, chief internal auditor, or other appropriate personnel upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the Company shall assure employees that the Company will use its best efforts to ensure the safety of those who make reportsand protect them from retaliation in accordance with the relevant protocols and mechanism.	Encouraging reporting on illegal conduct or violation of the code of ethical conduct: The Company shall strengthen ethical awareness internally and encourage employees to report to the managerial officers, chief internal auditor, or other appropriate personnel upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the Company shall establish a whistle-blowing systemand assure employees that the Company will use its best efforts to ensure the safety ofinformantsand protect them from retaliation.	“Supervisor s” is deleted.
5.	Disciplinary measures: When a Director, Supervisor,	Disciplinary measures: When a Director or managerial	“Supervisor

Standard of Tycoons	Standard of Tycoons	Operating Procedures for Management of Ethical Conduct	Edition	4
TYS			Class	RE1 2
Articl e	Before amendment	After amendment	Reason for amendment
(1) 8	or managerial officer violates the code of ethical conduct, the managementshall handle the matter in accordance with the disciplinary measures prescribed in the code of ethical conduct, and promptly disclose on the Market Observation Post System (MOPS) theposition and nameof the violator, date of the violation, description of the violation, the provisions of the code violated, and the disciplinary actions taken. The Company shall also establish the relevant complaint system to provide the violators of the code of ethical conduct with remedies.	officer violates the code of ethical conduct,the Company shall handle the matter in accordance withthe relevant regulations and depending on the circumstances,and promptly disclose on the Market Observation Post System (MOPS) the date of the violation, description of the violation, the provisions of the code violated, and the disciplinary actions taken. The Company shall also establish the relevant complaint system to provide the violators of the code of ethical conduct with remedies.	” is deleted.
5. (2)	Procedures for exemption Where exemption is eligible, any decision to exempt Directors, Supervisors,or managerial officers from complying with the code of ethical conduct must be approved by resolution of the Board of Directors. Furthermore, theposition and name of personnel exempted, date the Board resolution passed the exemption, period in which the exemption is valid, and reasons and standards for the applicability of the exemption shall be disclosed promptly on the MOPS.Thisis tofacilitate	Procedures for exemption Any decision to exempt Directors or managerial officers from complying with the code of ethical conduct must be approved by resolution of the Board of Directors. Furthermore, the date the Board resolution passed the exemption,objections or reservations of Independent Directors,period in which the exemption is valid, and reasons and standards for the applicability of the exemption shall be disclosed promptly on the MOPS. This is to facilitate the shareholders in evaluating the appropriateness ofthe	“Supervisor s” is deleted. “Objections or reservations of Independent Directors” is added.

Standard of Tycoons	Standard of Tycoons	Operating Procedures for Management of Ethical Conduct	Edition	4
TYS			Class	RE1 2
Articl e	Before amendment	After amendment	Reason for amendment
	the shareholders in evaluating the appropriateness of the Board resolution in forestalling exploitation of exemption under arbitrary or dubious circumstances, and ensuring an appropriate control mechanism is in place to govern such exemption, thus protecting the Company’s interests.	Board resolution in forestalling exploitation of exemption under arbitrary or dubious circumstances, and ensuring an appropriate control mechanism is in place to govern such exemption, thus protecting the Company’s interests.
5. (3)	Method of disclosure The code of ethical conduct adoptedmust be disclosedin its annual reports, prospectuses,andon the MOPS. The same applies to amendments to the code of ethical conduct.	Method of disclosure The Company may disclosethe code of ethical conduct adopted in its annual reports, prospectuses, on the MOPS and the Company website in accordance with regulations. The same applies to amendments to the code of ethical conduct.	“The Company website” is added.
6(1)	Focal points of control: To oblige Directors, Supervisors,and managerial officers of the Company (including General Managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Company) to act in line with ethical standards, and help stakeholders better	Focal points of control: To oblige Directors and managerial officers of the Company (including General Managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of the Company) to act in line with ethical standards, and help stakeholders better understand the ethical standards of the	“Supervisor s” is deleted.

Standard of Tycoons	Standard of Tycoons	Operating Procedures for Management of Ethical Conduct	Edition	4
TYS			Class	RE1 2
Articl e	Before amendment	After amendment	Reason for amendment
	understand the ethical standards of the Company.	Company.
11	Note: The code of ethical conduct shall be implemented after approval by the Board of Directors. It shall also be submitted to Supervisors and reported to the Shareholders’ Meeting. The same applies to amendments to the code of ethical conduct.	Note: The code of ethical conduct shall be implemented after approved by the Board of Directors. It shall also be reported to the Shareholders’ Meeting. The same applies to amendments to the code of ethical conduct.	“Supervisor s” is deleted.

Attachment 2

Financial Statements and Independent Auditor's Report

INDEPENDENT AUDITORS' REPORT

NO.11351100EA

To the Board of Directors of Tycoons Group Enterprise Co., Ltd.,

Opinion

We have audited the accompanying parent company only financial statements of Tycoons Group Enterprise Co., Ltd. (“the Company”), which comprise the parent company only balance sheets as of December 31, 2021 and 2020, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Inventories Valuation

Refer to Note 4(5) and 6(6) to the parent company only financial statements for the accounting policies and the details of the information about inventories. Description of the key audit matter

In the parent company only financial report, the inventory is measured at the lower of cost or net realizable value. The Company is principally engaged in the production of metal products such as screws, nuts and wales. The value of inventories is susceptible to fluctuations in the price of the demand market and the speed of change of the respective industries. The sales of products may fluctuate violently, resulting in inventory obsolescence losses and expired losses, there is a risk that inventory costs may exceed the net realizable value.

How the matter was addressed in our audits

Review the aging schedule of inventories and analysis the changes.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management.
Obtain the quantity data of inventory at the end of the period and compare it with the inventory and actually observe the inventory to verify the existence and completeness of inventory.
By understanding the sale price made by management and the situation of market price after the accounting period to evaluate the reasonableness of inventory net realizable value and compare the recent sales price or purchase cost of the inventories with the cost of the book to confirm that the inventories have been evaluated at the lower of cost or realizable value.
Evaluate the fairness of the disclosure of allowance for inventories valuation.

2. Revenue recognition

Refer to Note 4(11) and 6(17) to the parent company only financial statements for the accounting policies and the details of information about revenue recognition. Description of the key audit matter

Revenue recognition when the risks and rewards of product transfer of and recorded amount directly affect the annual profit and loss of the Company. The Company and its clients have different trading conditions, we should identify the transfer of risks and rewards in accordance with trading conditions to recognize revenue. Therefore, there is a risk of revenue being recognized at an inappropriate amount or earlier than appropriate.

How the matter was addressed in our audits

Understand and test the Company’s internal control related to revenue recognition.
Understand the income type and trading conditions of the Company, to assess whether the accounting policy of revenue being recognized at the time is appropriate.
By the sampling method, examine supporting documents for actual sales transactions occurring during the year and near the end of the accounting period.

Other Matter

Making reference to the audits of component auditors

We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for using the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinion expressed herein are based solely on the reports of other auditors. The subsidiaries, associates and joint ventures accounted for under the equity method amounted to $655,976 thousand and $427,701 thousand, representing 18% and 8% of total assets as of December 31, 2021 and 2020, respectively. And the related share of profit from the subsidiaries, associates and joint ventures accounted for under the equity method amounted to $(82,443) thousand and $(321,118) thousand, representing (18)% and 166% of the profit (loss) before income tax of the Company for the year ended December 31, 2021 and 2020, respectively.

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

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

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

Those charged with governance, including members of the Audit Committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such

communication.

Baker Tilly Clock & Co

Chi-Ping Lin, CPA Hsin-Liang Wu, CPA March 18,2022

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

The auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between or any difference in the interpretation of the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

ASSETS	NOTES	December 31,2021	December 31,2021	December 31,2020	December 31,2020
		Amount	`％`	Amount	`％`
CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss, current Financial assets at amortized cost, current Notes receivable, net Accounts receivable, net Other receivables Current tax assets Inventories Prepayments Other current assets Other financial assets, current Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income, non-current Investments accounted for using the equity method Property, plant and equipment Right-of-use asset Deferred income tax assets Prepayments for business facilites Guarantee deposits paid Other non-current financial assets Total non-current assets	6(1) 6(2) 6(3),8 6(5) 6(5),7 7 6(21) 6(6) 7 8 6(4) 6(7) 6(8),8 6(9) 6(21)	$ 413,186 5,582 `－` 24,937 155,896 75,261 `－` 142,990 214,145 795 `－`	11 `－` `－` 1 5 2 `－` 4 6 `－` `－`	$ 53,222 2 170,880 15,264 59,995 178,362 114 108,131 831,945 2,525 10,036	1 `－` 3 `－` 1 3 `－` 2 16 `－` `－`
		1,032,792	29	1,430,476	26
		`－` 1,982,410 540,756 2,648 7,914 11,694 402 19,935	`－` 55 15 `－` `－` `－` `－` 1	7,745 3,324,143 521,210 `－` `－` `－` 234 18,792	`－` 63 10 `－` `－` `－` `－` 1
		2,565,759	71	3,872,124	74
TOTAL		$ 3,598,551	100	$ 5,302,600	100

(Continued)

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

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY	NOTES	December 31,2021	December 31,2021	December 31,2020	December 31,2020
		Amount	`％`	Amount	`％`
CURRENT LIABILITIES Current borrowings Short-term notes and bills payable Contract liabilities, current Notes payable Accounts payable Other payables Current income tax liabilities Lease liabilities, current Bonds payable, current portion Long-term borrowings, current portion Other current liabilities, other Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans Deferred tax liabilities Lease liabilities, non-current Long-term accounts payable Guarantee deposits received Total non-current liabilities Total liabilities EQUITY Share capital Capital surplus Retained earnings Legal reserve Accumulated deficit Other equity interest Total equity	6(10),8 6(11) 6(9) 6(12) 6(13),8 6(13),8 6(21) 6(9) 7 6(15) 6(15) 6(15) 6(15)	$ `－` `－` 1,863 60,489 13,397 31,261 23,353 1,324 `－` `－` 532	`－` `－` `－` 2 `－` 1 1 `－` `－` `－` `－`	$ 410,000 49,951 130,104 58,830 28,975 41,762 `－` `－` 200,000 12,500 609	8 1 2 1 1 1 `－` `－` 4 `－` `－`
		132,219	4	932,731	18
		`－` `－` 1,338 `－` 104	`－` `－` `－` `－` `－`	37,500 80,987 `－` 165,178 104	1 2 `－` 3 `－`
		1,442	`－`	283,769	6
		133,661	4	1,216,500	24
		4,797,520 7,722 16,248 (1,321,322) (35,278)	133 `－` `－` (36) (1)	4,797,520 340,560 16,248 (1,484,846) 416,618	90 6 `－` (28) 8
		3,464,890	96	4,086,100	76
TOTAL		$ 3,598,551	100	$ 5,302,600	100

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

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

ITEMS	NOTE	For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2021		2020
		Amount	`％`	Amount	`％`
OPERATING REVENUES OPERATING COSTS GROSS PROFIT FROM OPERATIONS Unrealized loss from sales Realized profit on from sales Gross profit from operations OPERATING EXPENSES Selling expenses General administrative expenses Total operating expenses NET OPERATIONS PROFIT NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Share of the profit (loss) of associated for using the equity method Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX TAX (EXPENSE) INCOME PROFIT (LOSS) OTHER COMPREHENSIVE INCOME (LOSS) Components of other comprehensive income that will not be reclassified to profit or loss Unrealized gain from investments in equity instruments measured at fair value through other comprehensive income Share of the other comprehensive (loss) income of subsidiaries and associates Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation Income tax related to components of other comprehensive loss that will be reclassified to profit or loss Other comprehensive income TOTAL COMPREHENSIVE INCOME (LOSS) INCOME (LOSS) PER SHARE BASIC EARNINGS PER SHARE	6(17),7 6(22),7 6(22) 6(18) 6(19) 6(20) 6(7) 6(21) 6(21) 6(16)	$ 2,492,433 (2,214,103)	100 (89)	$ 1,178,471 (1,028,609)	100 (87)
		278,330 (3,294) 3,712	11 `－` `－`	149,862 (2,920) 2,922	13 `－` `－`
		278,748	11	149,864	13
		(43,584) (71,900)	(2) (2)	(35,870) (68,600)	(3) (6)
		(115,484)	(4)	(104,470)	(9)
		163,264	7	45,394	4
		2,983 3,244 (8,051) (4,778) 311,539	`－` `－` `－` `－` 12	3,384 11,680 (2,964) (10,500) (240,937)	`－` 1 `－` (1) (20)
		304,937	12	(239,337)	(20)
		468,201 (42,287)	19 (2)	(193,943) 8,303	(16) `－`
		425,914	17	(185,640)	(16)
		1,565 (13,126) (362,298) 107,215	`－` `－` (15) 4	3,051 5,809 (222,886) 47,462	`－` 1 (19) 4
		(266,644)	(11)	(166,564)	(14)
		$ 159,270	6	$ (352,204)	(30)
		$ 0.89		$(0.39)

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

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

DESCRIPTION	Common Stock	Capital Surplus	Retained earnings	Retained earnings	Otherequityinterests	Otherequityinterests	Total equity
			Legal reserve	Accumulated deficits	Exchange differences on translation of foreign financial statements	Unrealized (losses) gains on financial assets measured at fair value through other comprehensive income
BALANCE, JANUARY 1,2020	$ 4,797,520	$ 206,365	$ 16,248	$ (1,270,414)	$ 590,841	$ (19,603)	$ 4,320,957
Net loss for the year ended December 31, 2020 Other comprehensive income for the year ended December 31, 2020, net of income tax	`－` `－`	`－` `－`	`－` `－`	(185,640) 62	`－` (175,424)	`－` 8,798	(185,640) (166,564)
Totalcomprehensive (loss)income	`－`	`－`	`－`	(185,578)	(175,424)	8,798	(352,204)
Difference between consideration and the carrying amount of subsidiaries acquired or disposed	`－`	134,195	`－`	`－`	(14,425)	(441)	119,329
Disposal of investments in equity instruments designated at fair value through other comprehensive income	`－`	`－`	`－`	(28,854)	`－`	26,872	(1,982)
BALANCE,DECEMBER31,2020	4,797,520	340,560	16,248	(1,484,846)	400,992	15,626	4,086,100
BALANCE, JANUARY 1,2021	4,797,520	340,560	16,248	(1,484,846)	400,992	15,626	4,086,100
Net income for the year ended December 31, 2021 Other comprehensive income for the year ended December 31, 2021, net of income tax	`－` `－`	`－` `－`	`－` `－`	425,914 (71)	`－` (255,083)	`－` (11,490)	425,914 (266,644)
Total comprehensive income(loss)	`－`	`－`	`－`	425,843	(255,083)	(11,490)	159,270
Difference between consideration and the carrying amount of subsidiaries acquired ordisposed	`－`	(332,838)	`－`	(271,629)	(173,777)	(2,236)	(780,480)
Disposal of investments in equity instruments designated at fair value through othercomprehensiveincome	`－`	`－`	`－`	9,310	`－`	(9,310)	`－`
BALANCE,DECEMBER 31,2021	$ 4,797,520	$ 7,722	$ 16,248	$ (1,321,322)	$ (27,868)	$ (7,410)	$ 3,464,890

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

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

DESCRIPTION	2021	2020
CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Net loss (gain) on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of the (profit) loss of subsidiaries and associates Loss (gain) on disposal and write-off of property, plant and equipment Gain on disposal of investments Gain on lease modification Impairment loss of non-financial assets Realized gain on the transactions with subsidiaries and associates Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities, other	$ 468,201 25,138 24 4,778 (2,983) `－` (311,539) 327 (855) `－` 3,934 (418) 724 (9,673) (95,901) 172,152 (34,859) 617,800 1,730 (128,241) 1,659 (15,578) (10,908) (77)	$ (193,943) 24,747 (2) 7,296 (3,384) (118) 240,937 (1,883) (522) (41) `－` (2) `－` 1,015 4,676 4,106 239,075 (806,696) (379) 39,899 9,668 (16,530) 17,181 (72)

(Continued)

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

DESCRIPTION	2021	2020
Cash generated from (used in) by operations Interest received Interest paid Income taxes (paid) refund Net cash generated by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceed from the disposal of financial assets at fair value through profit or loss Financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Acquisition of investments accounted for the using equity method Proceeds from disposal of investments accounted for using the equity method Proceeds from the capital reduction of investment accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Decrease (increase) in other financial assets Increase in prepayment for business facilities Dividend received Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Decrease in short-term notes and bills payable Repayments of bonds Decrease in long-term borrowings (Decrease) increase in long-term accounts payables Payment of lease liabilities Net cash (used in) flow from financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$ 685,435 6,278 (5,236) (505)	$ (434,972) 66 (7,004) 152
	685,972	(441,758)
	9,310 (13,151) 7,678 `－` 170,880 (31,095) 56,607 399,927 (27,240) 800 (168) 8,893 (32,011) `－`	`－` (15,052) 15,574 (170,880) `－` (113,526) 155,943 260,552 (12,926) 2,060 249 (10,036) `－` 118
	550,430	112,076
	(410,000) (49,951) (200,000) (50,000) (165,178) (1,309)	300,000 (373) `－` (150,000) 141,817 (2,902)
	(876,438)	288,542
	359,964 53,222	(41,140) 94,362
	$ 413,186	$ 53,222

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

statements.

INDEPENDENT AUDITORS' REPORT

NO.11351100ECA

To the Board of Directors of Tycoons Group Enterprise Co., Ltd.,

Opinion

We have audited the accompanying consolidated financial statements of Tycoons Group Enterprise Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended

December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Inventories Valuation

Refer to Note 4(6) and 6(6) to the consolidated financial statements for the accounting policies and the details of the information about inventories. Description of the key audit matter

In the consolidated financial report, the inventory is measured at the lower of cost or net realizable value. The Group is principally engaged in the production of metal products such as screws, nuts and wales. The value of inventories is susceptible to fluctuations in the price of the demand market and the speed of change of the respective industries. The sales of products may fluctuate violently, resulting in inventory obsolescence losses and expired losses, there is a risk that inventory costs may exceed the net realizable value.

How the matter was addressed in our audits

Review the aging schedule of inventories and analysis the changes.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management.
Obtain the quantity data of inventory at the end of the period and compare it with the inventory and actually observe the inventory to verify the existence and completeness of inventory.
By understanding the sale price made by management and the situation of market price after the accounting period to evaluate the reasonableness of inventory net realizable value and compare the recent sales price or purchase cost of the inventories with the cost of the book to confirm that the inventories have been evaluated at the lower of cost or realizable value.
Evaluate the fairness of the disclosure of allowance for inventories valuation.

2. Revenue recognition

Refer to Note 4(16) and 6(18) to the consolidated financial statements for the accounting policies and the details of information about revenue recognition. Description of the key audit matter Revenue recognition when the risks and rewards of product transfer of and recorded amount directly affects the annual profit and loss of the Group. The Group and its clients have different trading conditions, we should identify the transfer of risks and rewards in accordance with trading conditions to recognize revenue. Therefore, there is a risk of revenue being recognized at an inappropriate amount or earlier

than appropriate.

How the matter was addressed in our audits

Understand and test the Group’s internal control related of revenue recognition.
Understand the income types and trading conditions of the Group, to assess whether the accounting policies of revenue being recognized at the time is appropriate.
By the sampling method, examine supporting documents for actual sales transactions occurring during the year and near the end of the accounting period.

3. Disposal of partial shares of the subsidiary

Refer to Note 4(3) to the consolidated financial statements for the accounting policies and relevant information about the disposal of the equity of the subsidiary. Description of the key audit matter

The Group had disposed of partial shares of Tycoons Worldwide Group (Thailand) Public Co., Ltd., one of the Group’s subsidiaries. This transaction is significant for the presentation and disclosure of consolidated financial statements, and as a key audit matter.

How the matter was addressed in our audits

We obtained the meeting minutes of the Board of Directors which recorded the process of disposal transaction and reviewed if it was executed in accordance with the principle of acquisition or disposal of assets.
For evaluating the accounting policy of the equity transaction, we obtained and reviewed the relevant documents for disposal, such as the vouchers and collection records. We also evaluated the presentation and disclosure of the transaction for disposal investment in accordance with the accounting policy.

Other Matter

Making reference to the audits of component auditors

We did not audit the financial statements of certain consolidated subsidiaries of the Group. Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements relative to these consolidated subsidiaries was based solely on the reports of other auditors. The total assets of the subsidiaries amounted to NT$309,975 thousand and NT$74,979 thousand, representing 4% and 1% of total consolidated assets as of December 31, 2021 and 2020, respectively. And the total revenues of the subsidiaries amounted to NT$82,483 thousand and NT$44,707 thousand, both representing 1% of total consolidated revenues for the years ended December 31, 2021 and 2020.

We did not audit the financial statements of associates and joint ventures accounted for under the equity method. These financial statements were audited by other

auditors, the associates and joint ventures accounted for under the equity method amounted to $482,284 thousand and $366,085 thousand, representing 6% and 4% of total consolidated assets as of December 31, 2021 and 2020, respectively. And the related share of profit from the associates and joint ventures accounted for under the equity method amounted to $(91,241) thousand and $(315,660) thousand, representing (92)% and 80% of the consolidated comprehensive income (loss) for the years ended December 31, 2021 and 2020, respectively.

Parent company only financial statements

We have also audited the parent company only financial statements of Tycoons Group Enterprise Co., Ltd. as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuer and the IFRSs, IASs, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including members of the Audit Committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare

circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Baker Tilly Clock & Co Chi-Ping Lin, CPA Hsin-Liang Wu, CPA March 18,2022

The accompanying consolidated financial statements are intended only to present the financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China. The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

ASSETS	NOTES	December 31,2021	December 31,2021	December 31,2020	December 31,2020
		Amount	`％`	Amount	`％`
CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss, current Financial assets at amortized cost, current Notes receivable, net Accounts receivable, net Other receivables Current tax assets Inventories Prepayments Other current assets Other financial assets, current Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income, non-current Financial assets at amortized cost, non-current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property Intangible assets Deferred tax assets Guarantee deposits paid Other non-current financial assets Other non-current assets, other Total non-current assets	6(1) 6(2) 6(4),8 6(5) 6(5),7,8 7 6(22) 6(6),8 8 6(3) 6(4),8 6(7),8 6(8),8 6(9),8 6(10) 6(22)	$ 1,114,549 15,631 16,978 118,725 666,233 91,139 1,423 2,652,455 123,853 4,548 `－`	13 `－` `－` 1 8 1 `－` 30 2 `－` `－`	$ 252,026 2 240,698 58,174 602,340 46,538 2,149 2,387,923 285,250 2,525 10,036	3 `－` 3 1 7 1 `－` 29 3 `－` `－`
		4,805,534	55	3,887,661	47
		85,307 50,024 482,284 3,001,613 46,485 190,043 9,221 16,382 2,406 19,935 24,749	1 1 6 34 1 2 `－` `－` `－` `－` `－`	114,780 `－` 366,085 3,694,924 45,212 `－` 10,518 17,365 1,091 18,792 5,780	2 `－` 5 45 1 `－` `－` `－` `－` `－` `－`
		3,928,449	45	4,274,547	53
TOTAL		$ 8,733,983	100	$ 8,162,208	100

(Continued)

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

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY	NOTES	December 31,2021	December 31,2021	December 31,2020	December 31,2020
		Amount	`％`	Amount	`％`
CURRENT LIABILITIES Current borrowings Short-term notes and bills payable Financial liabilities at fair value through profit or loss, current Contract liabilities, current Notes payable Accounts payable Accounts payable-related parties Other payables Current tax liabilities Lease liabilities, current Bonds payable, current portion Long-term borrowings, current portion Other current liabilities, other Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans Deferred tax liabilities Lease liabilities, non-current Net defined benefit liabilities, non-current Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF PARENT Share capital Capital surplus Retained earnings Legal reserve Accumulated deficit Other equity interests Total equity attributable to owners of the parent NON-CONTROLLING INTERESTS Total equity	6(11),8 6(12) 6(2) 7 7 6(22) 6(9) 6(13) 6(14),8 6(14),8 6(22) 6(9) 6(15) 6(16) 6(16) 6(16) 6(16) 6(16)	$ 1,724,048 `－` 1,414 133,599 104,638 224,178 `－` 145,181 28,328 1,324 `－` `－` 4,791	20 `－` `－` 1 1 3 `－` 2 `－` `－` `－` `－` `－`	$ 1,540,242 49,951 10,077 206,056 109,776 188,425 5,836 155,181 8,756 `－` 200,000 52,165 25,497	19 1 `－` 3 1 2 `－` 2 `－` `－` 2 1 `－`
		2,367,501	27	2,551,962	31
		`－` `－` 1,338 36,539 10,921	`－` `－` `－` 1 `－`	37,500 80,987 `－` 38,380 2,181	`－` 1 `－` 1 `－`
		48,798	1	159,048	2
		2,416,299	28	2,711,010	33
		4,797,520 7,722 16,248 (1,321,322) (35,278)	55 `－` `－` (15) `－`	4,797,520 340,560 16,248 (1,484,846) 416,618	59 4 `－` (18) 5
		3,464,890	40	4,086,100	50
		2,852,794	32	1,365,098	17
		6,317,684	72	5,451,198	67
TOTAL		$ 8,733,983	100	$ 8,162,208	100

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

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED ON DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

ITEMS	NOTE	For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2021		2020
		Amount	`％`	Amount	`％`
OPERATING REVENUES OPERATING COSTS GROSS PROFIT FROM OPERATIONS OPERATING EXPENSES Selling expenses Administrative expenses Research and development expenses Impairment gain and reversal of impairment loss (impairment loss) determined in accordance with IFRS 9 Total operating expenses NET OPERATIONS INCOME NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Share of the loss of associates accounted for using the equity method Total non-operating income and expenses INCOME (LOSS) BEFORE INCOME TAX TAX EXPENSE PROFIT (LOSS) OTHER COMPREHENSIVE INCOME (LOSS) Components of other comprehensive income that will not be reclassified to profit or loss Unrealized gain from investments in equity instruments measured at fair value through other comprehensive income Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation Income tax relate to components of other comprehensive income (loss) that will be reclassified to profit or loss Other comprehensive loss TOTAL COMPREHENSIVE INCOME (LOSS) PROFIT (LOSS) ATTRIBUTABLE TO : Owners of parent Non-controlling interests TOTAL PROFIT (LOSS) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO`：` Owners of parent Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) BASIC EARNINGS(LOSS)PER SHARE	6(18),7 6(23),7 6(23) 6(5) 6(19) 6(20) 6(21) 6(7) 6(22) 6(22) 6(17)	$ 10,700,393 (9,294,452)	100 (87)	$ 7,930,384 (7,397,427)	100 (93)
		1,405,941	13	532,957	7
		(233,238) (261,943) (7,363) 15,785	(2) (3) `－` `－`	(145,389) (246,321) (9,082) (14,483)	(2) (3) `－` `－`
		(486,759)	(5)	(415,275)	(5)
		919,182	8	117,682	2
		4,673 788 (237,630) (48,807) (92,176)	`－` `－` (2) `－` (1)	4,611 15,496 37,444 (65,489) (315,826)	`－` `－` 1 (1) (4)
		(373,152)	(3)	(323,764)	(4)
		546,030 (71,596)	5 (1)	(206,082) (13,741)	(2) `－`
		474,434	4	(219,823)	(2)
		(11,283) (71) (471,144) 107,140	`－` `－` (4) 1	8,798 62 (228,855) 47,462	`－` `－` (3) 1
		(375,358)	(3)	(172,533)	(2)
		$ 99,076	1	$ (392,356)	(4)
		$ 425,914 48,520	4 `－`	$ (185,640) (34,183)	(2) `－`
		$ 474,434	4	$ (219,823)	(2)
		$ 159,270 (60,194)	1 `－`	$ (352,204) (40,152)	(4) `－`
		$ 99,076	1	$ (392,356)	(4)
		$ 0.89		$ (0.39)

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

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

DESCRIPTION			Total equityattributable to ow	Total equityattributable to ow	ners ofparent	ners ofparent		Non-controlling interests	Total equity
	Common stock	Capital surplus	Retained earnings		Other equityinterests		Subtotal
			Legal reserve	Accumulated deficit	Exchange differences on translation of foreign financial statements	Unrealized (losses) gains on financial assets measured at fair value through other comprehensive income
BALANCE,JANUARY 1,2020	$4,797,520	$ 206,365	$ 16,248	$ (1,270,414)	$ 590,841	$ (19,603)	$4,320,957	$1,128,779	$5,449,736
Net loss for the year ended December 31, 2020 Other comprehensive income for the year ended December 31,2020,net of income tax	`－` `－`	`－` `－`	`－` `－`	(185,640) 62	`－` (175,424)	`－` 8,798	(185,640) (166,564)	(34,183) (5,969)	(219,823) (172,533)
Total comprehensive(loss)income for theperiod	`－`	`－`	`－`	(185,578)	(175,424)	8,798	(352,204)	(40,152)	(392,356)
The differences between the fair value of consideration paid or received from acquiring or disposing subsidiaries and the carryingamounts of subsidiaries	`－`	134,195	`－`	`－`	(14,425)	(441)	119,329	`－`	119,329
Disposal of investments in equity instruments designated at fair value through other comprehensive income	`－`	`－`	`－`	(28,854)	`－`	26,872	(1,982)	`－`	(1,982)
Changes in non-controllinginterests	`－`	`－`	`－`	`－`	`－`	`－`	`－`	276,471	276,471
BALANCE,DECEMBER 31,2020	4,797,520	340,560	16,248	(1,484,846)	400,992	15,626	4,086,100	1,365,098	5,451,198
BALANCE,JANUARY 1,2021	4,797,520	340,560	16,248	(1,484,846)	400,992	15,626	4,086,100	1,365,098	5,451,198
Net income for the year ended December 31, 2021 Other comprehensive income for the year ended December 31,2021,net of income tax	`－` `－`	`－` `－`	`－` `－`	425,914 (71)	`－` (255,083)	`－` (11,490)	425,914 (266,644)	48,520 (108,714)	474,434 (375,358)
Total comprehensive income(loss)for theperiod	`－`	`－`	`－`	425,843	(255,083)	(11,490)	159,270	(60,194)	99,076
The differences between the fair value of consideration paid or received from acquiring or disposing subsidiaries and the carryingamounts of subsidiaries	`－`	(332,838)	`－`	(271,629)	(173,777)	(2,236)	(780,480)	6,131	(774,349)
Disposal of investments in equity instruments designated at fair value through other comprehensive income	`－`	`－`	`－`	9,310	`－`	(9,310)	`－`	`－`	`－`
Changes in non-controllinginterests	`－`	`－`	`－`	`－`	`－`	`－`	`－`	1,541,759	1,541,759
BALANCE,DECEMBER 31,2021	$4,797,520	$ 7,722	$ 16,248	$ (1,321,322)	$ (27,868)	$ (7,410)	$3,464,890	$2,852,794	$6,317,684

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

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

DESCRIPTION	2021	2020
CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Expected credit impairment (gain) loss Net (gain) loss on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of the profit of associates accounted for using equity method Loss on disposal and write-off of property, plant and equipment Gain on lease modification Gain on disposal of investments Impairment loss on non-financial assets Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities, other Net defined benefit liabilities, non-current	$ 546,030 286,787 12,494 (15,785) (18,692) 48,807 (4,673) (788) 92,176 7,684 `－` (855) 203,357 (4,745) (60,551) (43,156) (43,626) (255,460) 161,397 (2,023) (72,457) (5,138) 29,792 (37,213) (20,706) (1,841)	$ (206,082) 318,209 16,957 14,483 19,717 62,001 (4,611) (3,934) 315,826 262 (41) (522) 320 (19,197) (20,669) 224,313 (29,146) (261,571) (112,924) (379) 37,532 18,518 (177,787) (21,324) 24,132 3,175

(Continued)

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

DESCRIPTION	2021	2020
Cash generated from operations Interest received Interest paid Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at amortized cost Net cash flow from acquisition of subsidiaries Acquisition of investment accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Acquisition of right-of-use assets Acquisition of investment properties Decrease (increase) in other financial assets (Increase) decrease in other non-current assets Dividend received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings (Decrease) increase in short-term notes and bills payable Repayment of bonds Repayment of long-term debt Increase (decrease) in guarantee deposits received Repayment of the principal portion of the lease liability Acquisition of ownership interest in subsidiaries Disposal of ownership interest in subsidiaries (without losing control) Changes in non-controlling interests Net cash generated from (used in) financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$ 800,815 7,729 (46,726) (26,107)	$ 197,258 1,441 (62,523) (8,201)
	735,711	127,975
	9,310 `－` 173,696 89 (209,562) (130,921) 1,733 (1,315) (29) (141,735) 8,893 (50,910) 788	48,753 (184,128) `－` `－` (64,266) (150,123) 3,867 21 `－` `－` (10,035) 19,722 3,934
	(339,963)	(332,255)
	297,274 (49,951) (200,000) (89,665) 8,755 (1,309) (31,849) 730,668 37,271	(152,634) 14 `－` (203,236) (4,285) (2,954) (35,069) 357,694 (86,306)
	701,194	(126,776)
	(234,419)	(38,839)
	862,523 252,026	(369,895) 621,921
	$ 1,114,549	$ 252,026

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

Comparison Table of Amendments to the “Procedures for Asset Acquisition & Disposal” Attachment 3

Standard of Tycoons		Procedures for Asset Acquisition & Disposal	Edition	7
TYS			Class	IN04
Article	Before amendment	After amendment		Reason for amendment
3. (2)	Before the date of occurrence of the Company’s acquisition or disposal of securities, the latest financial statements of the target company audited or reviewed by a certified public accountant or other relevant information shall be obtained for reference in assessing the transaction price. Should the transaction price reach 20% of the Company’s paid-in capital or exceed NT$300 million, an opinion on the reasonableness of the transaction price issued by a certified public accountant shall be obtained before the date of occurrence of such acquisition or disposal of securities.If the certified public accountant engaged adopts the report of an expert as evidence, such certified public accountant shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation. However, these requirements are not applicable if such securities are quoted on an active market or if the Financial Supervisory Commission has other regulations in place. Except for transactions with domestic government institutions, before the date of occurrence of the Company’s acquisition or disposal of intangible assets, related right- of-use assets thereof or membership, should the transaction price reach 20% of the Company’s paid-in capital or NT$300 million, an opinion on the reasonableness of the transaction price issued by a	Before the date of occurrence of the Company’s acquisition or disposal of securities, the latest financial statements of the target company audited or reviewed by a certified public accountant or other relevant information shall be obtained for reference in assessing the transaction price. Should the transaction price reach 20% of the Company’s paid-in capital or exceed NT$300 million, an opinion on the reasonableness of the transaction price issued by a certified public accountant shall be obtained before the date of occurrence of such acquisition or disposal of securities. However, these requirements are not applicable if such securities are quoted on an active market or if the Financial Supervisory Commission has other regulations in place. Except for transactions with domestic government institutions, before the date of occurrence of the Company’s acquisition or disposal of intangible assets, related right-of-use assets thereof or membership, should the transaction price reach 20% of the Company’s paid-in capital or NT$300 million, an opinion on the reasonableness of the transaction price issued by a certified public accountant shall be obtained before the date of occurrence of such acquisition or disposal of securities.		Amended in accordance with the relevant regulations.

Standard of Tycoons		Procedures for Asset Acquisition & Disposal	Edition	7
TYS			Class	IN04
Article	Before amendment	After amendment		Reason for amendment
	certified public accountant shall be obtained before the date of occurrence of such acquisition or disposal of securities.The certified public accountant engaged shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation.
5. (1) 6. (1)	Trading of government bonds.	Trading of government bondsor foreign government bonds whose credit rating is not lower than the credit rating of Taiwan.		Amended in accordance with the relevant regulations.
6. (3)	Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and reasonableness of the transaction pricein accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation:	Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and reasonableness of the transaction price:		Amended in accordance with the relevant regulations.
6. (5)	(5) Apart from using restricted price or specific price as a reference for the transaction price, if there is a legitimate reason for being unable to obtain an appraisal report, the appraisal report and (3)	(5) Apart from using restricted price or specific price as a reference for the transaction price, if there is a legitimate reason for being unable to obtain an appraisal report, the appraisal report shall be obtained within two weeks		Amended in accordance with the relevant regulations.

Standard of Tycoons	Standard of Tycoons	Procedures for Asset Acquisition & Disposal	Edition	7
TYS			Class	IN04
Article	Before amendment	After amendment		Reason for amendment
	opinion of a certified public accountant shall be obtained within two weeks from the date of occurrence.	from the date of occurrence, and the (3) opinion of a certified public accountant shall be obtained shall be obtained within two weeks of obtaining the appraisal report.
11. Paragraph 2	The computation of the transaction amount for the preceding paragraph shall be made according to Article 5, Paragraph 1. “Within the preceding year” as used in the preceding paragraph refers to one year preceding the date of occurrence of the subject acquisition or disposal of assets. Items duly announced in accordance with these Regulations that have been reported to the Audit Committee and approved by the Board of Directors shall be excluded.	The computation of the transaction amount for the preceding paragraph and Paragraph 5 shall be made according to Article 5, Paragraph 1. “Within the preceding year” as used in the preceding paragraph refers to one year preceding the date of occurrence of the subject acquisition or disposal of assets. Items duly announced in accordance with these Regulations that have been reported to and approved by the Shareholders’ Meeting,Board of Directors and Audit Committee shall be excluded.		Amended in accordance with the relevant regulations.
11. Paragraph 5	New addition	For transaction per Paragraph 1 between the Company and any subsidiaries that are not domestic public companies, when the transaction amount reaches 10% or more of the Company’s total assets, the Company shall submit the various types of information prescribed in Paragraph 1 to the Shareholders’ Meeting for approval prior to entering into a transaction contract or making a payment. However, for transactions between public companies and their parent companies or subsidiaries, or transactions between their subsidiaries, this restriction shall not apply.		Added in accordance with the relevant regulations.
30.	The above is omitted. The 10th amendment was made on March 25, 2019. It shall be implemented after approval by the	The above is omitted. The 10th amendment was made on March 25, 2019. It was implemented after approval by the Shareholders’		Amendment date added.

Standard of Tycoons	Standard of Tycoons	Procedures for Asset Acquisition & Disposal	Edition	7
TYS			Class	IN04
Article	Before amendment	After amendment		Reason for amendment
	Shareholders’ Meeting on June 27, 2019.	Meeting on June 27, 2019. The 11th amendment was made on March 18, 2022. It shall be implemented after approval by the Shareholders’ Meeting on May 26, 2022.

List of candidates for directors (including independent directors)	List of candidates for directors (including independent directors)	List of candidates for directors (including independent directors)	List of candidates for directors (including independent directors)	List of candidates for directors (including independent directors)	Attachment 4
No.	Position	Nominee	Education	Work experience	Shares held
1	Director	Representative of Botian Investment Co., Ltd.: Huang, Wen-Sung	LIDE Senior Commercial and Industrial School	President of Tycoons Group Enterprise Co., Ltd. Director of Tycoons Thailand Director of Huanghua Jujin Hardware Products Co., Ltd. Representative of CÔ NG TY TNHH THÉP TYCOONS VIỆT NAM Representative of Tycoons Vietnam Co., Ltd. Representative of Ching Feng International Co., Ltd. Chairperson of Hurco Automation, Ltd.	21,209,879
2	Director	Lu, Yen-Chuan	Ming Chuan College of Business	Chairperson of Tycoons Group Enterprise Company Limited Chairperson of Tycoons Thailand Director of Huanghua Jujin Hardware Products Co., Ltd. Representative of Tycoons Cayman Chairperson of Chu Yuan Investment Co., Ltd. Supervisor of Hurco Automation, Ltd.	5,986,649
3	Independent Director	Wei, Kung-Ao	Department of Nuclear Engineering, National Tsing Hua University	Vice President of Macsteel International (China) Ltd., Taiwan Office, from 1990 to 1999. Vice President of Li Chang Steel Co., Ltd. from 2003 to 2006 President of Raydium Corp. (retired) Representative of PT. Dinamika Suryainti in Taiwan from 2007 to date Independent Director of Tycoons	0

				Group Enterprise Co., Ltd.
4	Independent Director	Wu, Chung- Hsin	Department of Public Finance, Feng Chia University	Chief of sales and marketing department of Ya Tung Steel Industrial Co., Ltd. for ten years Hua Eng Wire & Cable Assistant Manager of Taiwan Times for nine years President of Hsin Chun Yung Co., Ltd. for nine years Special assistant of the Chairperson’s Office of Ever Steel Enterprise Co., Ltd. from 2013 to date Independent Director of Tycoons Group Enterprise Co., Ltd.	0
5	Independent Director	Huang, Chun- Kai	Department of Computer Science and Information Engineering, Southern Taiwan University of Science and Technology	Supervisor of Chia Tao Construction Engineering Co., Ltd. from 2015 to date President of Kuan Ta Construction Co., Ltd. from 2014 to date Independent Director of Tycoons Group Enterprise Co., Ltd.	0

Articles of Incorporation of Tycoons Group Enterprise Company Limited

Attachment 5

Section One - General Provisions

Article 1: The Company shall be incorporated under the

Company Act, and its name shall be 聚亨企業股份有限公司 in Chinese.

(Tycoons Group Enterprise Company Limited in English).

Article 2: The scope of business of the Company shall be as follows:
I. Trading of screws, nuts, washers, bolts, and trading of mechanical hardware, hand tools, automobile materials and components.
II. Spheroidization heat treatment, casting, trading and fabrication of steel wire, screws, nuts and other related metal items.
III. Manufacturing, fabrication, trading and exportation of socket wrench components, torque wrenches, screwdrivers, wire rods, iron bars and chains.
IV. Manufacturing, fabrication, trading, exportation and leasing of machinery components, forming machines, tapping machines, heading machines, trimming machines, threading machines, packaging machinery, heat treatment equipment and components of the aforementioned machines.
V. Manufacturing, fabrication, trading and exportation of various types of metal modules.
VI. General import and export trading. (except those that are subject to special approval) VII. H701020 Industrial Factory Development and Rental.
VIII.H701010 Housing and Building Development and Rental.
IX. C801010 Basic Chemical Industrial.
X. F107100 Wholesale of Chemical Materials.
XI. ZZ99999 All business items that are not prohibited or restricted by law, except those subject to special approval.
Article 3: The Company shall establish its head office in Kaoshiung City. Where necessary, the Company shall establish subsidiaries or factories at appropriate locations within or outside the territory of the Republic of China in accordance with the resolution passed by the Board of Directors. The Board of Directors shall determine both establishment and termination of entities.
Article 4: The Company may make reinvestment, in which the total amount of reinvestment shall not be subject to the restriction of not more than forty percent of the Company’s paid-up capital as provided in Article 13 of the Company Act, and shall be determined by the Board of Directors.

Section Two - Shareholdings

Article 5: The total capital stock of the Company shall be in the amount of 7,000,000,000 New Taiwan Dollars, divided into 700,000,000 shares, at ten New Taiwan Dollars each. The Board of Directors is authorized to issue the unissued stocks in batches according to business needs. The employee stock options or new stocks shall be issued by the Company to eligible employees who fulfill certain requirements. The Board of Directors is authorized to resolve the requirements for the purchase.
Article 6: Taiwan Securities Central Depository Company, Limited may request consolidation of existing issued shares into larger denomination share certificates.
Article 7: Article 7: The Company’s stocks are registered stocks and shall be issued after signed or stamped by Director representing the Company. Further, the Company shall be exempted from printing any share certificate for the shares issued.
Article 8: Registration for transfer of shares shall be suspended within sixty (60) days prior to a convening date of a regular shareholders’ meeting, or within thirty (30) days prior to a convening date of a special shareholders’ meeting, or within five (5) days prior to the record

date scheduled by the Company for distribution of dividends, bonuses, or other benefits.

Article 9: The shareholders shall provide their names, residential addresses, seals and tax ID number to the Company for registration. Any changes made shall also be provided to the Company. Disbursement of dividend and bonus to the shareholders shall be made based on seals in the registration.
Article 10: Apart from the law and regulations, the Company shall conduct the stock matters in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies.”

Section Three - Shareholders’ Meetings

Article 11: There are two types of shareholders’ meetings for the Company: (1) regular meeting and (2) special meeting. Regular meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws, rules and regulations when necessary. At the shareholders’ meeting, the shareholders may cast their votes in written or electronic form. The voting shall be conducted in accordance with the law and regulations. For shareholders' meeting convened by the Board of Directors, the Chairperson of the meeting shall preside over the meeting. In his or her absence, the meeting shall be convened in accordance with the provisions of Article 208 of the Company Act; for a shareholders' meeting convened by any other person having the convening right, the convener shall preside over the meeting. If there are two or more persons convening the meeting, the conveners shall elect a person among themselves to preside over the meeting.
Article 11-1: For the shareholders’ meeting, a shareholder with voting rights may propose to the Company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each proposal. In event of a proposal containing more than one matter, such proposal shall not be included in the agenda.
Article 12: In the event the shareholder is unable to attend the shareholders’ meeting in person, he or she may appoint a proxy to attend on his or her behalf by conferring a power of attorney printed by the Company to the proxy. The use of a power of attorney shall be in accordance with the law and regulations stipulated by the competent authority.
Article 13: Except as otherwise stipulated by the law and regulations, a shareholder shall have one vote per share.
Article 14: Except as otherwise provided in the Company Act, shareholders’ meeting may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding capital stock of the Company, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present.

Section Four - Directors and Audit Committee

Article 15: The Company shall have five to nine Directors, of which the number of independent Directors shall not be less than three persons, or one-fifth of the total number of Directors. Directors shall be elected by adopting the candidates nomination system and from the candidate list during the shareholders’ meeting. The term of office for Directors shall be three (3) years, and all Directors shall be eligible for re-election. Matters regarding the professional qualification, shareholdings, restrictions of concurrent positions held, nomination, election method and other compliances of the Independent Directors shall be conducted in accordance with relevant provisions stipulated by the competent authority.
In accordance with the Securities and Exchange Act Article 14-4, the Company shall establish the Audit Committee to replace Supervisors. Matters regarding power and authority and other related matters pertaining to the Audit Committee shall be undertaken in accordance with the law and regulations and determined by the Board of Directors.
Article 16: The Board of Directors shall be organized by Directors. The Chairperson shall be elected

among the Board of Directors by a majority in a meeting attended by over two-thirds of the Directors. The Chairperson shall preside over the shareholders' meeting and the Board of Directors meeting internally and shall have the authority to represent the Company externally. When the Chairperson is unable to exercise his or her power and authority for causes, the designation of a representative shall be undertaken in accordance with the provisions of Article 208 of the Company Act.

Article 16-1: The Company shall purchase liability insurance for the Directors to ensure the rights and interest of the Directors and lower the business risks of the Company.
Article 16-2: To convene the Board of Directors meeting, the Company shall state the purpose of convening the meeting clearly and notify the Directors seven (7) days before the meeting. In case of emergency, the Company may convene the Board of Directors meeting at any time. The notification to the Directors for convening the Board of Directors meeting may be issued by written correspondences, e-mails or facsimile.
Article 17: If a Director is unable to attend a Board meeting for causes, the designation of a proxy shall be undertaken in accordance with the provisions of Article 205 of the Company Act. Any Director attending the meeting via video conference shall be deemed attending the meeting in person.
Article 18: Deleted.
Article 19: Regardless of profit and loss, the Company shall disburse monthly remuneration to Directors. The Board of Directors shall be authorized to prescribe the Directors' remuneration after referring to the industrial standard.

Section Five - Managers

Article 20: The Company shall appoint managers, in which the appointment, termination and remuneration are undertaken in accordance with the provisions of Article 29 of the Company Act.

Section Six - Accounting

Article 21: The company's fiscal year shall be from January 1 to December 31 of the same year.
Article 22: After the closing of each fiscal year, the following reports shall be prepared by the Board of Directors, and submitted to the Audit Committee for review before submitting to the regular shareholders’ meeting for ratification in accordance with the law and regulations: 1. Business Report; 2. Financial Statements; 3. Proposals Concerning the Distribution of Earnings or Covering of Losses.
Article 23: For a profitable fiscal year (a profitable fiscal year refers to the annual profit before tax before deducting the remunerations of employees and Directors), the Company shall appropriate 2% to 5% of the profit as employee remuneration and not more than 1% as Director remuneration. However, in the event of accumulated losses, the Company shall reserve a sufficient amount to offset the losses.
The Company shall distribute the employee remuneration in the form of stocks or cash to eligible employees who fulfill certain requirements. The Board of Directors is authorized to resolve the requirements.
The disbursement of the employee and Director remunerations shall be passed by the Board of Directors via a special resolution.
Article 23-1: As the Company is undergoing a transformative stage, the consideration of dividend policy shall take into account the investment capital requirements, financial structure, earnings and other circumstances of the Company. The Board of Directors shall prepare the earning distribution proposal and submit it to the shareholders’ meeting for a resolution.
In the event of profit after tax, the Company shall appropriate the profit to offset the

following:

(I) tax payments.
(II) accumulated losses.
(III) legal capital reserve at 10% of the undistributed earnings other than profit after tax for the period.
(IV) special reserve required to be appropriated as stipulated by the law and regulations. The reversal of special reserve shall be integrated into undistributed earnings before distribution as stipulated by the law and regulations.
(V) After appropriated to the aforementioned items from (I) to (IV), for the remaining earnings of the fiscal year, together with any accumulated undistributed earnings of the previous year and the adjustment of undistributed earnings of the fiscal year, the Company shall appropriate at least 50% to 100% as the stock dividend. The remaining amount shall be reserved as the balance of undistributed earnings for the fiscal year. Further, the cash dividend appropriated shall not be less than 10% of the total shareholder dividend distributed for the fiscal year.
For the aforementioned dividend distribution principles, the Company shall take into account the changes in the internal and external business environment. The Board of Directors shall prepare the distribution proposal and submit it to the shareholders’ meeting for adjustment, and a resolution.
Article 24: The regulations for the Board of Directors and other business units are established separately.

Section Seven - Supplementary Provisions

Article 25: Due to business needs, the Company shall provide endorsement and guarantee in accordance with the procedures for the provision of endorsement and guarantee of the Company.
Article 26: The Company shall undertake matters not stipulated by the Articles in accordance with the Company Act and other relevant law and regulations.
Article 27: The Articles shall be adopted after resolved by the shareholders’ meeting. The same applies to the amendment of the Articles.
Article 28: The Articles were established on November 20, 1980.

The 1st amendment was made on December 25, 1981. The 2nd amendment was made on June 2, 1984. The 3rd amendment was made on May 27, 1985. The 4th amendment was made on December 9, 1985. The 5th amendment was made on January 6, 1987. The 6th amendment was made on May 15, 1987. The 7th amendment was made on January 3, 1988. The 8th amendment was made on December 12, 1989. The 9th amendment was made on May 24, 1990. The 10th amendment was made on July 1, 1990. The 11th amendment was made on May 22, 1991. The 12th amendment was made on June 22, 1991. The 13th amendment was made on August 24, 1991. The 14th amendment was made on June 2, 1992. The 15th amendment was made on November 24, 1992. The 16th amendment was made on March 15, 1993. The 17th amendment was made on September 17, 1993. The 18th amendment was made on May 25, 1994. The 19th amendment was made on March 10, 1995. The 20th amendment was made on April 16, 1996. The 21st amendment was made on December 5, 1996. The 22nd amendment was made on June 24, 1997.

The 23rd amendment was made on November 28, 1997. The 24th amendment was made on April 23, 1998. The 25th amendment was made on June 23, 2000. The 26th amendment was made on June 27, 2001. The 27th amendment was made on June 25, 2002. The 28th amendment was made on May 18, 2004. The 29th amendment was made on June 16, 2005. The 30th amendment was made on June 22, 2006. The 31st amendment was made on May 26, 2010. The 32nd amendment was made on June 12, 2012. The 33rd amendment was made on June 23, 2015. The 34th amendment was made on June 14, 2016. The 35th amendment was made on January 31, 2019. The 36th amendment was made on June 27, 2019. The 37th amendment was made on May 28, 2020.

Tycoons Group Enterprise Company Limited Chairwoman: Lu, Yen-Chuan

Regulations for Elections of Directors Attachment 6

Artical 1: The election of Directors shall be conducted in accordance with these Regulations.
Artical 2: The cumulative voting method shall be used for the election of the Directors of the Company. Each share will have voting rights in number equal to the Directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Artical 3: During the voting, the chair shall appoint monitoring and counting personnel to perform various relevant duties.
Artical 4: The election of the Directors of the Company shall adopt the candidate nomination system. In accordance with the number of board seats prescribed in the Articles of Incorporation, the votes of Directors and Independent Directors shall be calculated separately. Those receiving ballots representing the highest numbers of voting rights will be elected as Directors. When two or more persons receive the same number of votes and exceeding the stipulated number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any persons not in attendance.
Artical 5: Deleted.
Artical 6: The convener shall prepare separate ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the Shareholders’ Meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Artical 7: Deleted.
Artical 8: A ballot is invalid under any of the following circumstances:
(1) The ballot not prepared by the convener.
(2) A blank ballot that is cast into the ballot box.
(3) The writing of the ballot is unclear and indecipherable or has been altered.
(4) The particulars of the candidate indicated on the ballot do not correspond to the Director candidate list.
(5) Other words or markings are written on the ballot in addition to the number of voting rights allotted.
(6) Two or more names of candidates are indicated.
Artical 9: The voting rights shall be calculated on the spot immediately after the voting ends, and the results of the calculation shall be announced by the chair on the spot.
Artical 10: The Board of Directors of the Company shall issue the notification of appointment to the persons elected as Directors.
Artical 11: More than half of the Directors may not have one of the following relationships:
(1) Spousal relationship.
(2) Familial relationship within the second degree of kinship.
Artical 12: Not meeting the aforementioned provisions or receiving ballots representing the lower number of voting rights shall render the election of the nominee invalid.
Artical 13: Matters not stipulated in these Regulations shall be handled in accordance with the Company Act, securities regulations and the Company’s Articles of Incorporation.
Artical 14: These Regulations and any amendments thereto shall be implemented after approval by a Shareholders’ Meeting.

Attachment 7

Tycoons Group Enterprise Company Limited Rules and Procedures for Shareholder Meetings

I. Unless stated otherwise as stipulated by the law and regulations, Shareholders' Meeting of the Company shall be conducted in accordance with these Rules and Procedures.
II. At the Meeting, the shareholders may cast their votes in written or electronic form. The voting shall be conducted in accordance with the Company Act and other relevant regulations. The Company shall establish an attendance sheet for attending shareholders (or proxies) to sign in or collect attendance cards from the shareholders for attendance marking. The number of attending votes is calculated based on the attendance cards collected.
The attendance cards collected represent the attendance of the shareholders or proxies. The Company shall not be liable to authenticate the identities of attendees.
III. The attendance and voting at the Meeting shall be calculated based on shareholding.
IV. The venue of the Meeting shall be convened at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to commence the meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.
V. The Chairperson of the Board of Directors shall preside over the Meeting if the Meeting is convened by the Board of Directors. When the Chairperson is unable to do so, he or she shall designate one of the Directors to preside over the Meeting. If no Director is designated by the Chairperson, the Directors shall elect a person among themselves to preside over the Meeting. If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the Chairperson to preside over the Meeting.
VI. The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
VII. The Company shall make audio and video recordings on the process of the Meeting, and these recordings shall be preserved for not less than one year.
VIII. The Chairperson shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has yet to constitute the quorum at the time scheduled for the Meeting, the Chairperson may postpone the meeting time. The postponements shall be limited to not more than two times and the total time postponed shall not be longer than one hour. If after two postponements, no quorum can yet be constituted but the shareholders present at the Meeting represent more than one third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act.
Before the Meeting is concluded, if the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the Chairperson may submit the tentative resolutions to the Meeting for approval in accordance with the Company Act.
IX. The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, it shall proceed in accordance

with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the Chairperson cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.

The shareholders shall not designate any other person as Chairperson and continue the Meeting in the same or another place after the Meeting is adjourned.

X. Deleted.
XI. When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with a summary of the speech, the shareholder account number (or the serial number of the attendance card) and the name of the shareholder. The sequence of speeches made by the shareholders should be decided by the Chairperson.
If a shareholder present at the Meeting submits a Speech Note but does not speak, no speech shall be deemed to have been made by such shareholder. In the event of the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of the actual speech shall prevail. The Company shall not be liable to verify the restriction(s) placed upon the power or authority as documented in the power of attorney or other methods conferred to the agent(s) by shareholder(s). The content of actual speech and voting of the agent(s) shall prevail.
Unless otherwise permitted by the Chairperson and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders. Otherwise, the Chairperson shall stop such interruption.
XII. Unless otherwise permitted by the Chairperson, each shareholder shall not, for each discussion item, speak more than two times and each time not exceeding 5 minutes. If any shareholder's speech violates the above provision or exceeds the scope of the discussion item, the Chairperson may stop the speech of such shareholder.
XIII. Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.
If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
XIV. The attendance and voting at the Meeting shall be calculated based on shareholding. As headcount is difficult to be performed, if a shareholder proposes to perform a headcount, the Chairperson may deny the proposal.
XV.After the speech of a shareholder, the Chairperson may respond in person or designate an appropriate person to respond.
XVI. The Chairperson may announce to end the discussion for any resolution and proceed to vote if the Chairperson deems the discussion adequate.
XVII.The person(s) to check and the person(s) to record the ballots for voting by casting ballots shall be appointed by the Chairperson. The person(s) checking the ballots shall be a shareholder(s). The result of the voting shall be announced at the Meeting and documented on record.

XVIII. During the Meeting, the Chairperson may, at his or her discretion, set a time for intermission. In event of one session of the Meeting is inadequate to complete the agenda, by resolution of the shareholders present at the Meeting, the Chairperson may resume the Meeting within five days without further notice or public announcement.
XIX. Except otherwise specified in the Company Act, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the Chairperson.
XX.If there is an amendment to or substitute for a discussion item, the Chairperson shall decide the voting sequence for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
XXI. The Chairperson may conduct the disciplinary officers or the security guard to assist in keeping the order of the Meeting venue. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purposes.
XXII.The Company shall undertake matters not stipulated by the Rules in accordance with the Company Act and the Articles of Incorporation.
XXIII. The Rules shall be adopted after resolved by the shareholders’ meeting.

Attachment 8

Tycoons Group Enterprise Company Limited

Shareholding of All Directors

The shareholding of all Directors as of the book closure date (March 28, 2022) before the annual general shareholders’ meeting for 2022 is as indicated in Attachment.
The total number of issued shares amounted to 479,751,976 shares. In accordance with “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” Article 2, the minimum total shareholding of all Directors shall amount to 16,000,000 shares.

Table:

Position	Name	Shareholding	Shares Ratio
Chairwoman	Lu, Yen-Chuan	5,986,649	1.25%
Directors	Botian Investment Co., Ltd. Representative: Huang, Wen- Sung	21,209,879	4.42%
Independent Director	Wei, Kung-Ao	-	-
Independent Director	Wu, Chung-Hsin	-	-
Independent Director	Huang, Chun-Kai	-	-
Total	Directors	27,196,528	5.67%

AI assistant

TYCOONS — AGM Information 2022

51949_rns_2022-06-08_7fe5bef2-cf65-4294-9ca9-fe505d085aae.pdf

Tycoons Group Enterprise Company Limited

2022 Annual General Meeting Meeting Handbook

Table of Contents

Tycoons Group Enterprise Company Limited

Tycoons Group Enterprise Company Limited Agenda of 2021 Annual General Shareholders’ Meeting

One. [Report Items]

I. Business Report for 2021.

(I) Implementation Status of Business Plans

Unit: NTD thousand

(II) Financial Income and Loss

(III) Profitability Analysis

(IV) Research and development:

(V) Future business strategy and important production and marketing policies:

(VI) Execution of budget: Not applicable.

II. Audit Committee’s Review Report of Audited Financial Statements for 2021.

Audit Committee’s Review Report

III.Report on amendments to the Company's “Operational Procedures for Ethical Conduct”

Two. [Ratification Items]

Three. [Discussion Items]

Four. [Election matters]

Five. [Other Proposals]

Six. [Extraordinary Motions]

Seven. [Adjournment]

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

1. Inventories Valuation

How the matter was addressed in our audits

2. Revenue recognition

How the matter was addressed in our audits

Other Matter

Making reference to the audits of component auditors

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

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD.

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

TYCOONS GROUP ENTERPRISE CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

INDEPENDENT AUDITORS' REPORT

NO.11351100ECA

Opinion

Basis for Opinion

Key Audit Matters

1. Inventories Valuation

2. Revenue recognition

3. Disposal of partial shares of the subsidiary

How the matter was addressed in our audits

Other Matter

Making reference to the audits of component auditors

Parent company only financial statements

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

TYCOONS GROUP ENTERPRISE CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan Dollars)

FOR THE YEARS ENDED ON DECEMBER 31, 2021 AND 2020

TYCOONS AGM Information 2022