WHAYU - AGM Information 2023 | FinancialReports.eu

Stock Code:3419

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WHA YU INDUSTRIAL CO., LTD.

2023 Annual Shareholders' Meeting Meeting Agenda

Meeting Date:June 19, 2023

Place: No.1, Gongye E. 2nd Rd., East Dist, Hsinchu City, Taiwan (2F, Darwin Hall, GIS HSP Convention Center)

Table of Contents	Table of Contents
Chapter 1 Meeting Procedure ------------------------------------------------------------------- 1
Chapter 2 Meeting Agenda -------------------------------------------------------------------- 2
I.	Report Items ------------------------------------------------------------------------------- 3
II.	Proposed Resolutions ------------------------------------------------------------------- 4
III.	Election Matters ------------------------------------------------------------------------- 5
IV.	Other Motions ----------------------------------------------------------------------------- 5
V.	Extemporary Motions -------------------------------------------------------------------- 6
Chapter 3 Attachment
I.	Business Report of 2022 --------------------------------------------------------------- 7
II.	Audit Committee's Audit Report of 2022 ---------------------------------------------- 9
III.	Implementation of Investments in the PRC-------------------------------------------- 10
IV.	The Status of Endorsement and Guarantee---------------------------------------------- 11
V.	The Status of Lending Funds to Other Parties------------------------------------------- 12
VI.	Independent Auditors’ Reportand Financial Statements ---------------------------- 13
VII.	Earnings Distribution Table --------------------------------------------------------------------- 35
VIII.	List of Candidates for Directors and Independent Directors ---------------------- 36
IX.	Articles of Incorporation -------------------------------------------------------------- 38
X.	Rules of Procedure for Shareholders' Meeting -------------------------------------- 43
XI.	Rules for Election of Directors----------------------------------------------------------- 47
XII.	Shareholdings of All Directors--------------------------------------------------------- 49

WHA YU INDUSTRIAL CO., LTD. Procedure for the 2023 Annual Meeting of Shareholders

I. Call Meeting to Order
II. Chairman's Remarks
III. Report Items
IV. Proposed Resolutions
V. Election Matters
VI. Other Motions
VII. Extemporary Motions

VIII. Meeting Adjourned

WHA YU INDUSTRIAL CO., LTD. 2023 Annual Shareholders’ Meeting Meeting Agenda

Time: 9:00 AM on June 19 (Monday), 2023

Place: No.1, Gongye E. 2nd Rd.,East Dist, Hsinchu City, Taiwan (2F, Darwin Hall, GIS HSP Convention Center)

Meeting Method: Physical Shareholders' Meeting

I. Call Meeting to Order (Reporting the Number of Shares Represented at the Meeting)

II. Chairman's Remarks

III. Report Items
(I) To report the business of 2022
(II) Audit Committee’s review report of 2022.
(III) Implementation of Investments in the PRC
(IV) The Status of Endorsement and Guarantee
(V) The Status of Lending Funds to Other Parties.
(VI) The remuneration for employees and directors of 2022.
IV. Proposed Resolutions
(I) To accept 2022 Business Report and Financial Statements.
(II) To accept 2022 Earnings Distribution
V. Election Matters Election of the 16[th] Directors (including Independent Directors)

VI. Other Motions

Proposal of resolution to release the prohibition on newly-elected directors and their corporate representatives from participation in competitive business.

VII. Extemporary Motions

VIII. Meeting Adjourned

Report Items

I. To report the business of 2022 provided for review. Explanation: To report the business of 2022 is attached on page 7, Attachment 1.
II. Audit Committee’s review report of 2022. provided for review. Explanation: Audit Committee’s review report of 2022. is attached on page 8, Attachment 2.
III. Implementation of Investments in the PRC provided for review. Explanation: The Information on Investments in Mainland China of 2022 is attached on page 9, Attachment 3.
IV. The Status of Endorsement and Guarantee provided for review. Explanation: The Status of Endorsement and Guarantee is attached on page 10, Attachment 4.
V. The Status of Lending Funds to Other Parties provided for review. Explanation: The Status of Lending Funds to Other Parties is attached on page 11, Attachment 5.
VI. The remuneration for employees and directors of 2022 provided for review. Explanation:
(I) In accordance with Article 20 of the Company's Articles of Incorporation, if the Company makes a profit in a year (i.e., after deducting accumulated losses from the profit before tax and remuneration to employees and directors), 10% to 20% of the profit shall be appropriated as remuneration to employees and not more than another 3% of the profit shall be appropriated as remuneration to directors. Employee remuneration shall be distributed in stocks or in cash
(II) In 2022, the Company proposed to distribute the employee remuneration of NT$3,246,103 and director remuneration of NT$973,831 in cash.
(III) The above proposed remuneration for employees and directors do not differ from the amount estimated in the 2022 financial statements.
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Proposed Resolutions

Proposal 1 (Proposed by the Board of Directors)

Subject: Proposal on 2022 Business Report and Financial Statements for ratification. Explanation:

(I) The 2022 financial statements and the 2022 Business Report were reviewed by the Audit Committee and approved by the Board of Directors on March 27, 2023. The above Financial Statements have been audited by CPA Tsai, Mei-Chen and CPA Lin,Cheng-Chih of the Deloitte & Touche, and an auditors' report has been issued.
(II) For the 2022 Business Report, Auditors' Report and the above Financial Statements, please refer to Attachment 1 (page 7) and Attachment 6 (pages 12-31) of the handbook.
(III) Please ratify.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

Subject: Proposal on Earnings Distribution in 2022 for ratification . Explanation:

(I) The Earnings Distribution Statement in 2022 has been approved at the 18th meeting of the 15th Board of Directors of the Company. For the Table of Earnings Distribution, please refer to Attachment 7 (page 32).
(II) The chairman is authorized to determine the base date of dividend distribution and the distribution of cash dividends after the approval of the earnings distribution proposal at the shareholders' meeting.
(III) Please ratify.

Resolution:

Election Matters

(Proposed by the board of directors)

Subject: To elect eleven Directors (including three Independent Directors) Explanation:

(I) The term of office of the current directors of the Company expires on June 18, 2023, and it is intended that a general re-election will be held at this Annual Shareholders’ Meeting.
(II) In accordance with Article 15 and Article 15-1 of the Company's Articles of Incorporation, eleven directors (including three independent directors) shall be elected for a three-year term under a candidate nomination system.
(III) The term of office of the new directors will be from June 19, 2023 to June 18, 2026, and the term of office of the former directors will expire upon the completion of the annual shareholders' meeting.
(IV) For the List of Candidates for Directors and Independent Directors and the related information, please refer to Attachment 8 on pages 33-34 of the handbook.
(V) For the Regulations Governing the Election of Directors of the Company, please refer to Attachment 11 (page 41) of the handbook.
(VI) Provided for election.

Election results:

Other Motions

(Proposed by the board of directors)

Subject: Proposal of resolution to release the prohibition on newly-elected directors and their corporate representatives from participation in competitive business. Explanation:

(I) In accordance with Article 209 of the Company Act, “A director who performs acts for himself/herself or for another person that fall within the scope of the company's business shall explain the content of his/her acts to the shareholders' meeting and obtain their approval.”
(II) In order to capitalize on the expertise and experience of our directors, we hereby request the shareholders' meeting to approve the release of new directors from the restriction on competition for employment.
(III) New directors who also hold positions in other companies are as follows:

Name	Currentpositions in other companies
Sun,Cheng-Pen	Director of Songyi TechnologyCo.,Ltd.

(IV) For discussion. Resolution:

Extemporary Motions

Meeting Adjourned

Attachments 1

WHA YU INDUSTRIAL CO., LTD. Business Report of 2022

The business of the Company in 2022 is reported as follows

I. Implementation, results and overview of the business plan of 2022:

The Company's consolidated revenue for 2022 was NT$1.981 billion, an increase of 25.30% from the NT$1.581 billion in 2021, and the Company's individual revenue for 2022 was NT$1.712 billion, an increase of 42.79% from the NT$1.199 billion in 2021. The Company's net income after tax for 2022 was NT$33,428 thousand due to the strong demand for wireless applications that result in the injection of revenue and the improvement of overall operating margin.

Our products are divided into three categories: wireless applications, subsystems and IoT, and in-vehicle and telecommunications. The Company continues to invest in R&D to strengthen wireless radio products, and has completed the development of Wi-Fi 6/6E/7 wireless communication antenna, high performance carrier antenna, LTE+5G NR full bandwidth antenna, 700MHz/900MHz/1.7GHz/2.5GHz broadband high gain base station omni-directional antenna, 3.5GHz/4.5GHz indoor DAS antenna, LTE+5G NR Multi-in-1 car antenna, L1+L2+L5 broadband high-precision circular polarized ceramic antenna, O-RAN & Small cell, radar sensor module, and RFID intelligent storage sensor systems, to meet the needs of customers from local to client wireless communication equipment.

II. Corporate business policy and future outlook:

In response to the development of 5G and 6G Internet of Everything, all countries are now considering network broadband construction as a demonstration of their national strength and accelerating the upgrade of infrastructure. Taiwan is expected to be the biggest beneficiary in the next few years under the de-centralization. Wi-Fi 7 will be progressively launched in 2023, with market demand for ultra-large bandwidth and 46.1Gbps maximum transmission rate, 16x16 spatial streaming and the introduction of new technologies such as Multi-Link Operation (MLO) and Multi-Resource Unit (MRU) allocation mechanism. Wi-Fi 7 is perfectly aligned with the emerging applications such as AR/VR/MR, cloud gaming, 4K video calls, 8K streaming media and meta. In 2022, global operators are interested in 5G FWA to support home and business broadband applications. In addition to providing greater bandwidth and lower latency connections, they will become one of the alternatives to fixed broadband connections and reduce the cost of broadband network deployment. With the continued expansion of FWA deployments in 2023 and the gradual move from traditional closed architecture to open architecture for RAN, the commercial development of Open RAN will undoubtedly drive another wave of wireless product upgrades.

We continue to focus on our core technologies and businesses, enhance our R&D capabilities and serve our brand-name customers, and strengthen our cooperation with key material suppliers to develop low-loss dielectric materials. We have invested in the development of miniaturized Wi-Fi 7 antennas, Internet of Things antennas and modules, enhanced directional antenna gain structures, intelligent beam-switchable antenna systems, 4G+5G indoor Distributed Antenna Systems (DAS), mmWave products, drone obstacle avoidance radar, phased array antennas, video conference audio and video peripherals, LTE+CBRS Band antennas, keyless communication modules, low-orbit satellite antennas, and other communication products to seize the huge business opportunities in the communication industry.

In response to the de-centralization of trade between the U.S. and China and to meet the needs of our customers, we plan to establish a plant in Vietnam in addition to those in mainland China and Taiwan, and continue to input resources to build a smart manufacturing base to serve different customers around the world. In addition to meet the MIT demand of customers, the Hsinchu Fengshan plant in Taiwan is acting as the group manufacturing operation center, to flexibly deploy capacities of the Dongguan plant in mainland China and the future Vietnam manufacturing site to respond to the trend of short chain supply and build regionalized production to provide customers with localized and immediate services.

In 2023, we will focus on innovation and value enhancement, and develop our global operations in the United States, Europe, Japan, China, and Vietnam. We established a subsidiary in the United States in March to serve our end-user customers. We are aggressively marketing to increase our visibility, to continue our efforts to develop large customers, and to achieve economic scale production to reduce costs. We have reorganized our product structure to improve product gross profit, and enhance and create product value chain.

Looking forward to the future, we must continue to invest in hardware and software R&D manpower and equipment upgrades for products such as networking antennas, Internet of Things modules, sensing radar products, automotive sensor products, automotive communication antennas and base station antennas, and millimeter wave antenna modules.

Chairman: General Manager: Principal Accounting Officer: Tsou Mi-Fu Peng, Chao-Chung Tsao, Fu-Yi

Attachments 2

WHA YU INDUSTRIAL CO., LTD.

Audit Committee's Review Report

The Board of Directors has submitted the Company's Business Report of 2022, Financial Statements and Earnings Distribution Table. The Financial Statements have been audited by CPA Tsai, Mei-Chen and CPA Lin, Cheng-Chih of Deloitte & Touche, and the Auditor’s Report without reservations.

The aforementioned business reports, financial statements, and earnings distribution table have been examined by the Audit Committee and found to be consistent.The report is provided according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for review.

Sincerely, 2023 Annual Shareholders' Meeting

Convener of the Audit Committee: Liu, Heng-Yih

March 27, 2023

Attachments 3

WHA YU INDUSTRIAL CO., LTD.

Information on Investments in Mainland China

From January 1 to December 31, 2022

Unit: In Thousands of New Taiwan Dollars, Unless Stated Otherwise

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Amount of Investments Remitted The
Accumulated Amount Accumulated Amount Accumulated
or Repatriated for the Period Benefit (loss) of Company's Investment Profit Carrying Value of
Investee Method of of Investments of Investments Investment Income
Main Business Activities Paid-in Capital invested entity for the Direct or (Loss) Recognized Investments at End of
Company Investments Remitted from Taiwan Remitted from Taiwan Repatriated at End
Remitted Repatriated current period Indirect (Note 2) Period
at Beginning of Period at End of Period of Period
Ownership
Dongguan AEON Production and sales of broadband RMB 77,332 thousand Note 1 USD 5,600 $ - $ - USD 5,600 (RMB 959 thousand) 100% (RMB 959 thousand) RMB 84,841 thousand $
Tech Co., Ltd. access network communication (USD 11,100 thousand) thousand thousand
system equipment (wireless fixed (Note 3)
access network communication
equipment), new instrumentation
elements (instrumentation
connectors)
AEON Wholesales of communication parts, RMB 41,592 thousand Note 1 USD 1,250 - - USD 1,250 (RMB 70 thousand) 100% (RMB 70 thousand) RMB 15,914 thousand
TECHNOLOGY electronic parts, cables, optical (USD 5,970 thousand) thousand thousand
(SHANG HAI)
CO., LTD. fibers and antennas; import and (Note 4)
export of self-developed
products; provision of supporting
and consultating services;
development of antennas
Accumulated Amount of Investments Remitted 60% of the net value of the ceiling on Amount of
Amount of Investments Authorized by
from Taiwan to Mainland China at End of Investments Stipulated by Investment Commission,
Investment Commission, M.O.E.A
Period M.O.E.A.
USD 13,662 thousand USD 21,762 thousand
$887,879
（ $419,560 ）（ $668,311 ）
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Note 1: The Company has invested in Mauritius Hua Hong International Co., Ltd. and then invested in mainland companies through this company, which has been approved by the Investment Review Committee of the Ministry of Economic Affairs.

Note 2: The calculation is based on the financial statements audited by the CPAs for the same period.

Note 3: The reinvestment was made based on the accumulated amount of USD 5,600 thousand transferred from Taiwan and the earnings of USD 5,500 thousand owned by Hua Hong International Co., Ltd.

Note 4: The reinvestment was made based on the accumulated amount of USD 1,250 thousand transferred from Taiwan, and the earnings of USD 2,600 thousand owned by Gaosheng International Co., Ltd.. Then Dongguan Tailin Co., Ltd. used its own earnings to increase the capital of Shanghai Puxiang Techology Co., Ltd. by RMB 13,500 thousand.

Note 5: The relevant figures in this table that are denominated in foreign currencies are translated into New Taiwan dollars using the exchange rates prevailing on the date of the financial statements.

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Attachments 4

WHA YU INDUSTRIAL CO., LTD. Endorsements and guarantees From January 1 to December 31, 2022

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Endorser/Guarantor	Endorsee/Guarantee	Endorsee/Guarantee	Limit on Endorsements/Guarant ees Provided for Single Entity Maximum Endorsement/Guarantee Balance	Limit on Endorsements/Guarant ees Provided for Single Entity Maximum Endorsement/Guarantee Balance	Balance of endorsement guarantee at the end of the period	Actual Amount Drawn Amount of Endorsements/G uarantees by Collaterals Ratio of Accumulated Endorsements/G uarantees to Net Equity in Latest Financial Statements Aggregate Endorsement/Guar antee Limit (Note 3)	Actual Amount Drawn Amount of Endorsements/G uarantees by Collaterals Ratio of Accumulated Endorsements/G uarantees to Net Equity in Latest Financial Statements Aggregate Endorsement/Guar antee Limit (Note 3)	Actual Amount Drawn Amount of Endorsements/G uarantees by Collaterals Ratio of Accumulated Endorsements/G uarantees to Net Equity in Latest Financial Statements Aggregate Endorsement/Guar antee Limit (Note 3)
	Name of Company	Relationship
WHA YU	Dongguan AEON Tech Co., Ltd.	Subsidiary with 100% indirect shareholding	$ 739,900 (Note 2)	$ 61,420 (USD 2,000 thousand)	$ 61,420 (USD 2,000 thousand)	$ 61,420 $	4.15%	$ 739,900
WHA YU	Dongguan AEON Tech Co., Ltd.	Subsidiary with 100% indirect shareholding	739,900 (Note 2)	92,130 (USD 3,000 thousand)	92,130 (USD 3,000 thousand)		6.23%	739,900

Note 1: The Company's limit on endorsements and guarantees provided for a single entity shall not exceed 20% of the current net value.

Note 2: The Company's 100%-owned subsidiaries are not subject to the aforementioned limit on endorsements and guarantees for single entity.

Note 3: The total amount of the Company's external endorsements and guarantees shall not exceed 50% of the net value of the current period.

Note 4: The relevant figures in this table that are denominated in foreign currencies are translated into New Taiwan dollars using the exchange rates prevailing on the date of the financial statements.

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Attachments 5

WHA YU INDUSTRIAL CO., LTD. Loan of funds to others

From January 1 to December 31, 2022

Unit: NT$1,000

								Reason for	Allowance	Collateral	Collateral	Financing Limit	Financin
Company lending fund	Borrower	Transaction	Maximum balance of the period	Ending balance	Interest Rate Nature of the lending		Transaction amount	necessity of short-term financing funds	for uncollectible accounts Name		Value	for Each Borrowing Company (Note 3)	g Company's Total Financing Amount Limit(Note 3)
Hua Hong International Co.,Ltd.	WHA YU	Other receivables	$101,384	$101,384	2.5%	Short-term financing funds	$ -	Operation turnover	$ -	`－`	$ -	$ 269,065	$ 269,065

Note 1: The lending of funds by the Company to an individual entity shall not exceed 10% of the Company's net value; the lending of funds by an overseas subsidiary to an individual entity shall not exceed 15% of the net value of the subsidiary.

Note 2: The total amount of funds lent by the Company shall not exceed 40% of its net value; and the total amount of funds lent by an overseas subsidiary shall not exceed 40% of the net value of the subsidiary.

Note 3: There is no restriction on short-term financing between affiliates in which the Company directly or indirectly holds 100% of the voting shares, provided that the total loan amount and the individual loan amount do not exceed 60% of the net value of such affiliates.

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Attachments 6

Independent Auditors' Report

Board of Directors of WHA YU INDUSTRIAL CO., LTD. Ltd.:

Opinion

WHA YU INDUSTRIAL CO., LTD. 's Balance Sheets as of December 31, 2022 and 2021 in addition to the Statements of Comprehensive Income, Statements of Changes in Equity, Statements of Cash Flows and Notes to the Financial Statements (including a summary of significant accounting policies) from January 1 to December 31, 2022 and 2021) have been audited by the CPAs.

In our opinion, based on the audit results provided by the CPAs and the audit reports of other CPAs (please refer to other sections), the Parent Company only Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, and are considered to have reasonably expressed the parent company only financial conditions of WHA YU INDUSTRIAL CO., LTD. as of December 31, 2022 and 2021, as well as the financial performance and cash flows from January 1 to December 31, 2022 and 2021.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards. 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 WHA YU INDUSTRIAL CO., LTD. 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. Based on the audit results provided by the CPAs and the audit reports of other CPAs, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements of WHA YU INDUSTRIAL CO., LTD. for the year ended December 31, 2022. These matters were addressed

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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.

Key audit matters for the Parent Company only Financial Statements of WHA YU INDUSTRIAL CO., LTD. for the year ended December 31, 2022 are stated as follows ：

Recognition of sales revenue

The main sources of revenue for WHA YU INDUSTRIAL CO., LTD. are high and low frequency wireless devices, electronic signal connection devices, electronic products and trading agent parts. The Company’s revenue in 2022 is NT$ 1,712,143 thousand. We believe that there is a authenticity risk for the sales entities with significant revenue growth rate and the transactions in the two years for WHA YU INDUSTRIAL CO., LTD. , and we consider the revenue authenticity of the Company as a key audit matter. For the accounting policies related to revenue recognition, please refer to Note 4 (14) to the Financial Statements.

The audit procedure for the financial statements includes:

To learn about the internal control system and operation procedures related to the sales cycles of WHA YU INDUSTRIAL CO., LTD., and evaluate if the operation of the internal control is effective.
To obtain the credits and basic information of customers and check the authenticity of the customers.
To take samples for random check of the sales revenue, and check the documents such as orders and shipment orders and invoices confirmed by the counterparties to confirm the authenticity of the sales revenue, and to check the payment and product return of the counterparties for any abnormal conditions.

Other Matter

To list the above Financial Statements of WHA YU INDUSTRIAL CO., LTD.. The consolidated financial statements of the invested entity Pro Brand Technology, Inc. using equity method are not audited by us, but audited by other CPAs. Therefore, in our opinion in the above consolidated financial statements, the amounts and disclosures related to the consolidated financial statements of Pro Brand Technology, Inc. are based on the Auditors' Report prepared by other CPAs. The investment amount of Pro Brand Technology, Inc. determined using the Equity Method on December 31, 2021 was NT$ (same below) 227,782 thousand, accounting for 10% of the total assets. The amount of the loss (profit) of the affiliates recognized using the Equity Method from January 1 to December 31, 2021 was NT$ 2,217 thousand, accounting for (6)% of the net loss (profit).

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

To ensure that the Parent Company Only Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Parent Company Only Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for preparing and maintaining necessary internal control procedures pertaining to the Parent Company Only Financial Statements.

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

Those charged with governance (including the Audit Committee) are responsible for overseeing WHA YU INDUSTRIAL CO., LTD.'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 misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards in Taiwan 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 financial statements.

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

Identify and evaluate the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for audit 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
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an opinion on the effectiveness of the internal controls of WHA YU INDUSTRIAL CO., LTD.

Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
Conclude on the appropriateness of the 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 WHA YU INDUSTRIAL CO., LTD.'s ability to operate 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 WHA YU INDUSTRIAL CO., LTD. to cease to continue as a going concern.
Evaluate the overall expression, structure and contents of the Parent Company Only Financial Statements (including relevant Notes), and whether the Parent Company Only Financial Statements fairly present relevant transactions and items.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within WHA YU INDUSTRIAL CO., LTD to express an opinion on the Parent Company Only Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Parent Company Only Financial Statements of WHA YU INDUSTRIAL CO., LTD.

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 Services Co. matters communicated with those charged with governance, we determine the key audit matters of WHA YU INDUSTRIAL CO., LTD Co., Ltd.’s Parent Company only Financial Statements for the year ended December 31, 2022. 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

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communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche
CPA Tsai, Mei-Chen	CPA Lin, Cheng-Chih
Financial Supervisory Commission	Financial Supervisory Commission Approved
Approved Document No.	Document No.
Jin Guan Zheng Shen Zi No. 1010028123	Jin Guan Zheng Liu Zi No. 0930160267

March 27, 2023

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WHA YU INDUSTRIAL CO., LTD.

Balance Sheets

December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars)

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December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Code Assets Amount % Amount % Code Liabilities and Equity Amount % Amount %
Current assets Current Liabilities
1100 Cash (Notes 4 and 6) $ 192,312 8 $ 248,325 11 2100 Short-term borrowings (Notes 16 and 29) $ 101,384 4 $ 80,490 4
1150 Notes receivable (Notes 4, 8 and 20) 986 - 1,591 - 2150 Notes payable to unrelated parties 1,103 - - -
1170 Trade receivables from unrelated parties 2170 Trade payables to unrelated parties 35,644 2 60,075 3
(Notes 4, 5, 8 and 20) 678,077 28 389,971 18 2180 Trade payables to related parties (Note 29) 304,123 13 187,549 8
1180 Trade receivables from related parties (Notes 2320 Long-term borrowings - current portion
4, 20 and 29) 10,938 1 10,793 - (Notes 16, 28 and 30) 57,981 2 12,222 -
1200 Other receivables (Notes 4 and 8) 6,660 - 753 - 2399 Accrued expenses and other current liabilities
1210 Other receivables from related parties (Notes (Notes 17, 20 and 29)
4 and 29) - - 14,337 1 82,176 3 56,941 3
130X Inventories (Notes 4, 5 and 9) 137,390 6 135,460 6 21XX Total current liabilities 582,411 24 397,277 18
1460 Non-current assets held for sale (Notes 4 and
10) 169,642 7 - -
1470 Other current assets (Note 15) 6,939 - 14,577 1 Non-current liabilities
11XX Total current assets 1,202,944 50 815,807 37 2540 Long-term borrowings (Notes 16, 28 and 30) 316,374 13 353,449 16
2630 Deferred revenue - non-current (Note 24) 7,311 - 8,857 -
Non-current assets 2640 Net defined benefit liabilities - non-current
1517 Financial assets at fair value through other (Notes 4 and 18) 8,735 1 9,747 1
comprehensive income - Non-current 2645 Guarantee deposits
(Notes 4, 7 and 28) 34,537 2 35,564 2 503 - - -
1550 Investments accounted for using the equity 25XX Total non-current liabilities
method (Notes 4 and 11) 486,701 20 678,687 31 332,923 14 372,053 17
1600 Property, plant, and equipment (Notes 4, 12
and 30) 662,657 28 645,533 30 2XXX Total liabilities 915,334 38 769,330 35
1780 Intangible assets (Notes 4 and 14) 8,195 - 4,851 -
1920 Refundable deposits 99 - 99 - Equity (Notes 4 and 19)
1990 Other no-current assets (Note 15) - - 5,053 - 3110 Share capital 1,204,804 50 1,204,804 55
15XX Total non-current assets 1,192,189 50 1,369,787 63 3200 Capital surplus 201,451 9 222,863 10
Retained earnings
3310 Legal reserve - - 13,055 1
3320 Special reserve 104,610 4 104,610 5
3350 Unappropriated earnings(accumulated
deficit) 33,976 2 ( 34,467 ) ( 2 )
3300 Total retained earnings 138,586 6 83,198 4
Other equity
3410 Exchange differences arising on
translation of foreign operations ( 75,106 ) ( 3 ) ( 100,565 ) ( 4 )
3420 Unrealized gain on investments in equity
instruments at fair value through other
comprehensive Income 6,177 - 5,964 -
3470 Equity related to non-current assets or
disposal groups classified as held for
sale 3,887 - - -
3400 Total other equity ( 65,042 ) ( 3 ) ( 94,601 ) ( 4 )
3XXX Total equity 1,479,799 62 1,416,264 65
1XXX Total assets $ 2,395,133 100 $ 2,185,594 100 Total liabilities and equity $ 2,395,133 100 $ 2,185,594 100
----- End of picture text -----

(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023)

Chairman: Tsou Mi-Fu

Managerial officers: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

18 -

WHA YU INDUSTRIAL CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Unit: In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share

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2022 2021
Code Amount % Amount %
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4100 Operating revenue (Notes 4, 20 and 29) 5110 Operating costs (Notes 9, 21 and 29) 5900 Gross profit 5920 Unrealized Gain(Loss) On Transactions With subsidiaries (Note 4) 5950 Realized gross profit Operating expenses (Notes 21 and 29) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gain ( 6000 Total operating expenses 6510 Other Operating Expenses (Note 21) ( 6900 Profit(Loss) From Operations Non-operating income and expenses 7100 Interest income (Note 21) 7010 Other income (Notes 4, 21, 24, 29 and 31) 7020 Other gains and losses (Note 21) ( 7050 Finance costs (Notes 4 and 21) ( 7070 Share of profit of subsidiaries and associates (Note 4) 7000 Total non-operating income and expenses	$ 1,712,143 1,448,103 264,040 1,222 265,262 82,726 73,344 89,263 576) 244,757 6) 20,499 561 73,342 61,115 ) ( 7,035 ) 1,989 7,742	100 85 15 - ( 15 5 4 5 - ( 14 - ( 1 ( - 4 3 ) ( - ( - 1	$ 1,199,261 1,032,859 166,402 554) 165,848 64,905 91,165 68,894 1,647) 223,317 98) 57,567) ( 3,039 8,060 2,662 ) 2,232 ) 11,549 17,754	100 86 14 - 14 5 8 6 - 19 - 5) - - - - 1 1

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2022 2021
Code Amount % Amount %
7900 Profit(Loss) Before Income Tax $ 28,241 2 ( $ 39,813 ) ( 4 )
7950 Income tax benefit (Notes 4 and 22) ( 5,187 ) - - -
8200 Net income (loss) for the year 33,428 2 ( 39,813 ) ( 4 )
Other comprehensive income (loss)
(Notes 4, 18 and 19)
8310 Items that will not be
reclassified subsequently to
profit or loss:
8311 Remeasurement of
defined benefit plans 548 - ( 924 ) -
8316 Unrealized gains (losses)
on investments in
equity instruments at
fair value through
other comprehensive
income 213 - 5,964 1
8360 Items that may be reclassified
subsequently to profit or
loss:
8361 Exchange differences on
translation of financial
statements of foreign
operations 19,835 1 ( 7,519 ) ( 1 )
8365 Equity related to
non-current assets or
disposal groups
classified as held for
sale 3,887 - - -
8380 Share of other
comprehensive
income of associates
accounted for using
the equity method 5,624 1 ( 784 ) -
8300 Other comprehensive
income(loss) for the
year, net of income tax 30,107 2 ( 3,263 ) -
8500 Total comprehensive income(Loss)
for the year $ 63,535 4 ( $ 43,076 ) ( 4 )
Earnings (loss) per share (Note 23)
9710 Basic $ 0.28 ( $ 0.33 )
9810 Diluted $ 0.28 ( $ 0.33 )
----- End of picture text -----

(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023)

Chairman: Tsou Mi-Fu

Managerial officers: Principal Accounting Officer: Peng, Chao-Chung Tsao, Fu-Yi

20 -

WHA YU INDUSTRIAL CO., LTD.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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Other Equity
Exchange Unrealized
differences on Gain(Loss) on
Retained Earnings translation of Financial Assets Equity related to
Share Capital Unappropriated the financial at Fair Value non-current
earnings statements of Through Other assets or disposal
Shares (Accumulated foreign Comprehensive groups classified
Code (in Thousands) Amount Capital surplus Legal reserve Special reserve deficit) operations Income as held for sale Total Equity
A1 Balance at January 1, 2021 120,481 $ 1,204,804 $ 222,863 $ 5,665 $ 104,610 $ 73,900 ( $ 92,262 ) $ - $ - $ 1,519,580
Appropriation of 2020 earnings
B1 Legal reserve - - - 7,390 - ( 7,390 ) - - - -
B5 Cash dividends distributed by the - - - - - ( 60,240 ) - - - ( 60,240 )
Company
D1 Net loss for the year ended December 31, - - - - - ( 39,813 ) - - - ( 39,813 )
2021
D3 Other comprehensive income(loss) for - - - - - ( 924 ) ( 8,303 ) 5,964 - ( 3,263 )
the year ended December 31, 2021, net
of income tax
D5 Total comprehensive income(loss) for the - - - - - ( 40,737 ) ( 8,303 ) 5,964 - ( 43,076 )
year ended December 31, 2021
Z1 Balance at December 31, 2021 120,481 1,204,804 222,863 13,055 104,610 ( 34,467 ) ( 100,565 ) 5,964 - 1,416,264
Appropriation of 2021earnings
B13 Legal reserve used to offset - - - ( 13,055 ) - 13,055 - - - -
accumulated deficits
C11 Capital surplus used to offset - - ( 21,412 ) - - 21,412 - - - -
accumulated deficits
D1 Net profit for the year ended December - - - - - 33,428 - - - 33,428
31,2022
D3 Other comprehensive income for the year - - - - - 548 25,459 213 3,887 30,107
ended December 31, 2022, net of
income tax
D5 Total comprehensive income for the year - - - - - 33,976 25,459 213 3,887 63,535
ended December 31, 2022
Z1 Balance at December 31, 2022 120,481 $ 1,204,804 $ 201,451 $ - $ 104,610 $ 33,976 ( $ 75,106 ) $ 6,177 $ 3,887 $ 1,479,799
----- End of picture text -----

(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023)

Chairman: Tsou Mi-Fu

Managerial officers: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

21 -

WHA YU INDUSTRIAL CO., LTD. STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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Code 2022 2021
Cash flows from operating activities
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A10000	Income before income tax		28,241	( $	39,813 )
A20010	Adjustments for:
A20100	Depreciation expenses		33,960		14,502
A20200	Amortization expenses		4,082		2,432
A20300	Expected credit lreversed on trade
	receivables	(	576 )	(	1,647 )
A20900	Finance costs		7,035		2,232
A21200	Interest income	(	561 )	(	3,039 )
A22400	Share of profit of subsidiaries and
	associates	(	1,989 )	(	11,549 )
A22500	Loss on disposal of property, plant,
	and equipment,net		6		98
A23500	Net loss on disposal of financial
	assets		102,219		-
A23700	Write-down (reversal) of inventories		6,100	(	93 )
A24000	Unrealized gain(loss) on the
	transactions with subsidiaries	(	1,222 )		554
A24100	Net lossonforeign currency
	exchange		3,658		645
A29900	Gains on lease modification		-	(	16 )
A30000	Changes in operating assets and liabilities
A31130	Notes receivable		605		227
A31150	Trade receivables (including
	related parties)	(	295,098 )		74,935
A31190	Other receivables(including
	related parties)	(	5,796 )		13,601
A31200	Inventories	(	8,030 )	(	82,458 )
A31240	Other current assets		7,638	(	6,175 )
A32130	Notes payable		1,103		-
A32150	Trade payables(including related
	parties)		97,206	(	49,527 )
A32230	Other payables and other current
	liabilities		28,365	(	4,723 )
A32240	Net defined benefit liabilities	(	464 )	(	3,011 )
A32250	Deferred revenue	(	1,864)	(	838)
A33000	Cash generated from operations		4,618	(	93,663 )
A33300	Interest paid	(	7,000 )	(	2,221 )
A33500	Refund of income tax		5,187		-
AAAA	Net cash generated from(used in)
	operating activities		2,805	(	95,884)

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Code 2022 2021
Cash flows from investing activities
B00030 Capital reduction of financial assets at
fair value through other comprehensive
income and loss $ 1,240 $ -
B00040 Purchase of financial assets at amortized
cost - ( 14,028 )
B00050 Proceeds from sale of financial assets at
amortized cost - 14,028
B02200 Net cash outflow on acquisition of
subsidiary ( 40,470 ) -
B02300 Net cash inflow on disposal of subsidiary 1,379 -
B02400 Refund of capital reduction of
subsidiaries using the equity method 3,839 -
B02700 Acquisition of property, plant and
equipment ( 45,948 ) ( 138,624 )
B03800 Decrease in refundable deposits - 860
B04500 Acquisition of intangible assets ( 7,426 ) ( 2,184 )
B07500 Interest received 561 3,283
BBBB Net cash generated from (used
in) investing activities ( 86,825 ) ( 136,665 )
Cash flows from financing activities
C00100 Proceeds from short-term borrowings 20,710 52,205
C01600 Proceeds from long-term borrowings 17,442 67,749
C01700 Repayments of long-term borrowings ( 11,111 ) -
C03000 Increase in guarantee deposits 503 -
C04020 Repayment of the principal portion of
lease liabilities - ( 1,714 )
C04500 Dividends paid to owners of the
-
Company ( 60,240 )
CCCC Net cash generated from
financing activities 27,544 58,000
DDDD Effect of exchange rate changes on the balance
of cash held in foreign currencies 463 ( 911 )
EEEE Net decrease in cash and cash equivalents ( 56,013 ) ( 175,460 )
E00100 Cash and cash equivalents at the beginning of
the year 248,325 423,785
E00200 Cash and cash equivalents at the end of the
year $ 192,312 $ 248,325
----- End of picture text -----

(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023)

Chairman: Tsou Mi-Fu

Managerial officers: Principal Accounting Officer: Peng, Chao-Chung Tsao, Fu-Yi

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Independent Auditors' Report

Board of Directors of WHA YU INDUSTRIAL CO., LTD. :

Opinion

We have audited the accompanying consolidated balance sheets of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries as of December 31, 2022 and 2021, and the related consolidated statements of income, changes in equity, and cash flows for the years ended December 31, 2022 and 2021, and the related consolidated notes to the financial statements, which include a summary of significant accounting policies.

In our opinion, based on our audits and the reports of the other auditors (see the section of Other Matters), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries as of December 31, 2022 and 2021 in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretations issued by the Financial Supervisory Commission, and the consolidated financial results and consolidated cash flows for the years ended December 31, 2022 and 2021.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards. 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 WHA YU INDUSTRIAL CO., LTD. and its subsidiaries 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. Based on the audit results provided by the CPAs and the audit reports of other CPAs, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries for the year ended December 31, 2022.These matters were

24 -

addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Consolidated Financial Consolidated of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries for the year ended December 31, 2022 are stated as follows: Recognition of sales revenue

The main sources of revenue for WHA YU INDUSTRIAL CO., LTD. and its subsidiaries are high and low frequency wireless devices, electronic signal connection devices, electronic products and trading agent parts. The Company’s revenue in 2022 is NT$ 1,981,157 thousand. We believe that there is a authenticity risk for the sales entities with significant revenue growth rate and the transactions in the two years for WHA YU INDUSTRIAL CO., LTD. and its subsidiaries, and we consider the revenue authenticity of the Company as a key audit matter. For the accounting policies related to revenue recognition, please refer to Note 4 (16) to the Consolidated Financial Statements.

The audit procedure for the financial statements includes:

To learn about the internal control system and operation procedures related to the sales cycles of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries, and evaluate if the operation of the internal control is effective.
To obtain the credits and basic information of customers and check the authenticity of the customers.
To take samples for random check of the sales revenue, and check the documents such as orders and shipment orders and invoices confirmed by the counterparties to confirm the authenticity of the sales revenue, and to check the payment and product return of the counterparties for any abnormal conditions.

Other Matter

To list the above Financial Statements of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries. The consolidated financial statements of the invested entity Pro Brand Technology, Inc. using equity method are not audited by us, but audited by other CPAs. Therefore, in our opinion in the above consolidated financial statements, the amounts and disclosures related to the consolidated financial statements of Pro Brand Technology, Inc. are based on the Auditors' Report prepared by other CPAs. The investment balance of Pro Brand Technology, Inc. determined using the Equity Method on December 31, 2021 was NT$ (same below) 227,782 thousand, accounting for 9% of the total consolidated assets. The amount of the loss (profit) of the affiliates recognized using the Equity Method from January 1 to December 31, 2021 was NT$ 2,217 thousand, accounting for (5)% of the consolidated net loss (profit).

25 -

WHA YU INDUSTRIAL CO., LTD. has prepared its Financial Statements for 2022 and 2021, for which we have issued auditor’s report without reservation with other sections of matters for reference.

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

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

In preparing the Consolidated Financial Statements, the management is responsible for assessing the ability of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate WHA YU INDUSTRIAL CO., LTD. and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the financial reporting process of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries.

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 misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards 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 financial statements.

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

Identify and evaluate the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for their audit opinion. The risk of not detecting a material misstatement resulting from fraud is
26 -

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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries.
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries to operate 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 WHA YU INDUSTRIAL CO., LTD. and its subsidiaries to cease to continue as a going concern.
Evaluate the overall expression, structure and contents of the Consolidated Financial Statements (including relevant Notes), and whether the Consolidated Financial Statements fairly present relevant transactions and items.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within WHA YU INDUSTRIAL CO., LTD. and its subsidiaries to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Parent Company Only Financial Statements of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries.

From Services Co. matters communicated with those charged with governance, we determine the key audit matters of Consolidated Financial Statements of WHA YU

27 -

INDUSTRIAL CO., LTD Co., Ltd. and its subsidiaries for the year ended December 31, 2022.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.

Deloitte & Touche

CPA Tsai, Mei-Chen CPA Lin, Cheng-Chih

Financial Supervisory Commission Financial Supervisory Commission Approved Document No. Approved Document No. Jin Guan Zheng Shen Zi No. 1010028123 Jin Guan Zheng Liu Zi No. 0930160267

March 27, 2023

28 -

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars)

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December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Code Assets Amount % Amount % Code Liabilities and Equity Amount % Amount %
Current assets Current Liabilities
1100 Cash and cash equivalents (Notes 4 and 6) $ 272,902 11 $ 382,310 16 2100 Short-term borrowings (Notes 19) $ 61,400 2 $ 135,882 6
1150 Notes receivable (Notes 4, 8 and 23) 1,025 - 2,184 - 2170 Notes and trade payables 421,632 17 377,056 16
1170 Trade receivable, net (Notes 4, 5, 8 and 23) 2280 Lease liabilities - current (Notes 4 and 14) 310 - 233 -
809,515 32 574,822 24 2320 Long-term borrowings - current portion
1200 Other receivables (Notes 4 and 8) 7,424 - 1,466 - (Notes 19 and 33) 57,981 2 12,222 -
1210 Other receivables from related parties (Notes 4 2399 Accrued expenses and other current liabilities
and 23) - - 14,335 1 (Notes 20 and 23)
130X Inventories (Notes 4, 5 and 9) 346,861 14 324,014 13 143,796 6 109,536 4
1460 Non-current assets held for sale (Notes 4 and 21XX Total current liabilities
10) 169,642 7 - - 685,119 27 634,929 26
1470 Other current assets (Note 18) 22,527 1 36,310 1
11XX Total current assets 1,629,896 65 1,335,441 55 Non-current liabilities
2540 Long-term borrowings (Notes 19 and 33) 316,374 13 353,449 15
Non-current assets 2580 Lease liabilities - Non-current (Notes 4 and 14) 236 - - -
1517 Financial assets at fair value through other 2630 Deferred revenue - non-current (Note 27) 7,311 - 8,857 -
comprehensive income - Non-current (Notes 2640 Net defined benefit liabilities - non-current
4, 7 and 31) 34,537 1 35,564 2 (Notes 4 and 21) 8,735 - 9,747 1
1550 Investments accounted for using the equity 2645 Guarantee deposits
method (Notes 4 and 12) - - 227,782 9 563 - 67 -
1600 Property, plant, and equipment (Notes 4, 13 and 25XX Total non-current liabilities 333,219 13 372,120 16
33) 778,752 31 765,489 32
1755 Right-of-use assets (Notes 4, 14 and 33) 33,442 1 33,627 1 2XXX Total liabilities 1,018,338 40 1,007,049 42
1760 Investment properties (Notes 4 and 15) 12,526 1 13,046 1
1780 Intangible assets (Notes 4 and 17) 12,002 - 4,993 - Equity (Notes 4 and 22)
1805 Goodwill (Notes 4 and 16) 15,414 1 - - 3110 Share capital 1,204,804 48 1,204,804 50
1920 Refundable deposits 939 - 162 - 3200 Capital surplus 201,451 8 222,863 9
1990 Other non-current assets (Note 18) 2,604 - 10,238 - Retained earnings
15XX Total non-current assets 890,216 35 1,090,901 45 3310 Legal reserve - - 13,055 -
3320 Special reserve 104,610 4 104,610 4
3350 Unappropriated earnings(accumulated
deficit) 33,976 2 ( 34,467 ) ( 1 )
3300 Total retained earnings 138,586 6 83,198 3
Other equity
3410 Exchange differences arising on
translation of foreign operations ( 75,106 ) ( 3 ) ( 100,565 ) ( 4 )
3420 Unrealized gain on investments in equity
instruments at fair value through other
comprehensive Income 6,177 - 5,964 -
3470 Equity related to non-current assets or
disposal groups classified as held for
sale 3,887 - - -
3400 Total other equity ( 65,042 ) ( 3 ) ( 94,601 ) ( 4 )
31XX Total equity attributable to owners of
the Company 1,479,799 59 1,416,264 58
36XX Non-controlling Interests 21,975 1 3,029 -
3XXX Total equity 1,501,774 60 1,419,293 58
1XXX Total assets $ 2,520,112 100 $ 2,426,342 100 Total liabilities and equity $ 2,520,112 100 $ 2,426,342 100
----- End of picture text -----

(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023)

Chairman: Tsou Mi-Fu

Managerial officers: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

29 -

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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Unit: In Thousands of New Taiwan Dollars,
Except Earnings (Loss) Per Share
2022 2021
Code Amount % Amount %
4100 Operating revenue (Notes 4, 23
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and 37) 5110 Operating costs (Notes 9 and 24) 5950 Gross profit Operating expenses (Notes 24 and 32) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gain ( 6000 Total operating expenses 6510 Other Operating Expenses(Note 24) 6900 Profit(Loss) From Operations Non-operating income and expenses 7100 Interest income (Note 24) 7010 Other income (Notes 4, 24, 27 and 34) 7020 Other gains and losses (Note 24) ( 7050 Finance costs (Notes 4 and 24) ( 7060 Share of profit of associates (Notes 4 and 12) 7000 Total non-operating income and expenses 7900 Profit(Loss) Before Income Tax 7950 Income tax benefits (Notes 4 and 25) 8200 Net income (loss) for the year	$ 1,981,157 1,600,946 380,211 143,935 112,042 118,813 2,018) 372,772 93 7,532 1,798 83,232 65,675 ) ( 7,609 ) 5,711 17,457 24,989 5,187 30,176	100 81 19 7 6 6 - ( 19 - - ( - 4 3 ) ( - ( - 1 1 ( 1 2 (	$ 1,580,533 1,304,257 276,276 117,524 129,683 93,961 10,071) ( 331,097 343 54,478) ( 3,570 14,235 2,921 ) 2,968 ) 2,217 14,133 40,345 ) ( - 40,345) (	100 83 17 8 8 6 1) 21 - 4) - 1 - - - 1 3 ) - 3)

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2022 2021
Code Amount % Amount %
Other comprehensive income (Notes
4, 10, 21 and 22)
8310 Items that will not be
reclassified subsequently to
profit or loss:
8311 Remeasurement of
defined benefit plans $ 548 - ( $ 924 ) -
8316 Unrealized gains (losses)
on investments in
equity instruments at
fair value through
other comprehensive
income 213 - 5,964 -
8360 Items that may be reclassified
subsequently to profit or
loss:
8361 Exchange differences on
translation of financial
statements of foreign
operations 19,835 1 ( 7,519 ) -
8365 Equity related to
non-current assets or
disposal groups
classified as held for
sale 3,887 - - -
8370 Share of other
comprehensive
income of associates
accounted for using
the equity method 5,624 - ( 784 ) -
8300 Other comprehensive
income(loss) for the
year, net of income tax 30,107 1 ( 3,263 ) -
8500 Total comprehensive income(Loss)
for the year $ 60,283 3 ( $ 43,608 ) ( 3 )
Net Income (Loss) Attributable to:
8610 Owners of the company $ 33,428 2 ( $ 39,813 ) ( 3 )
8620 Non-controlling Interests ( 3,252 ) - ( 532 ) -
8600 $ 30,176 2 ( $ 40,345 ) ( 3 )
Total comprehensive income
attributable to:
8710 Owners of the company $ 63,535 3 ( $ 43,076 ) ( 3 )
8720 Non-controlling Interests ( 3,252 ) - ( 532 ) -
8700 $ 60,283 3 ( $ 43,608 ) ( 3 )
Earnings (loss) per share (Note 26)
9710 Basic $ 0.28 ( $ 0.33 )
9810 Diluted $ 0.28 ( $ 0.33 )
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(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023) Chairman: Managerial officers: Principal Accounting Officer: Tsou Mi-Fu Peng, Chao-Chung Tsao, Fu-Yi

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WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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Equity attributable to owners of the Company
Other equity
Exchange Unrealized
differences on Gain (Loss) on Equity related
Retained earnings translation of Financial Assets to non-current
Share capital Unappropriated the financial at Fair Value assets or
earnings statements of through Other disposal groups
Shares (Accumulated foreign Comprehensive classified as Non-controlling
Code (in Thousands) Amount Capital surplus Legal reserve Special reserve deficit) operations Income held for sale Total Interests Total equity
A1 Balance at January 1, 2021 120,481 $ 1,204,804 $ 222,863 $ 5,665 $ 104,610 $ 73,900 ( $ 92,262 ) $ - $ - $ 1,519,580 $ 3,561 $ 1,523,141
Appropriation of 2020 earnings
B1 Legal reserve - - - 7,390 - ( 7,390 ) - - - - - -
B5 Cash dividends distributed by - - - - - ( 60,240 ) - - - ( 60,240 ) - ( 60,240 )
the Company
D1 Net loss for the year ended - - - - - ( 39,813 ) - - - ( 39,813 ) ( 532 ) ( 40,345 )
December 31, 2021
D3 Other comprehensive income(loss) - - - - - ( 924 ) ( 8,303 ) 5,964 - ( 3,263 ) - ( 3,263 )
for the year ended December 31,
2021, net of income tax
D5 Total comprehensive income(loss) - - - - - ( 40,737 ) ( 8,303 ) 5,964 - ( 43,076 ) ( 532 ) ( 43,608 )
for the year ended December 31,
2021
Z1 Balance at December 31, 2021 120,481 1,204,804 222,863 13,055 104,610 ( 34,467 ) ( 100,565 ) 5,964 - 1,416,264 3,029 1,419,293
Appropriation of 2021earnings
B13 Legal reserve used to offset - - - ( 13,055 ) - 13,055 - - - - - -
accumulated deficits
C11 Capital surplus used to offset - - ( 21,412 ) - - 21,412 - - - - - -
accumulated deficits
D1 Net profit for the year ended - - - - - 33,428 - - - 33,428 ( 3,252 ) 30,176
December 31,2022
D3 Other comprehensive income for the - - - - - 548 25,459 213 3,887 30,107 - 30,107
year ended December 31, 2022,
net of income tax
D5 Total comprehensive income for the - - - - - 33,976 25,459 213 3,887 63,535 ( 3,252 ) 60,283
year ended December 31, 2022
O1 Non-controlling Interests - - - - - - - - - - 22,198 22,198
Z1 Balance at December 31, 2022 120,481 $ 1,204,804 $ 201,451 $ - $ 104,610 $ 33,976 ( $ 75,106 ) $ 6,177 $ 3,887 $ 1,479,799 $ 21,975 $ 1,501,774
----- End of picture text -----

(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023)

Chairman: Tsou Mi-Fu

Managerial officers: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

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WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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Code 2022 2021
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Code				2022		2021
	Cash flows from operating activities
A10000	Income before income tax		$	24,989	( $	40,345 )
A20010	Adjustments for:
A20100	Depreciation expenses			68,044		46,635
A20200	Amortization expenses			5,117		2,983
A20300	Expected credit lreversed on trade
	receivables	(		2,018 )	(	10,071 )
A20900	Finance costs			7,609		2,968
A21200	Interest income	(		1,798 )	(	3,570 )
A22300	Share of profit of associates	(		5,711 )	(	2,217 )
A22500	Gain on disposal of property, plant,
	and equipment,net	(		93 )	(	343 )
A22900	Gain on lease modification			-	(	16 )
A23500	Net loss on disposal of financial
	assets			102,219		-
A23700	Write-down of inventories			18,725		6,003
A24100	Net loss (gain) on foreign currency
	exchange			2,567	(	1,739 )
A30000	Changes in operating assets and liabilities
A31130	Notes receivable			1,159		947
A31150	Trade receivables	(		243,307 )		12,387
A31200	Inventories	(		38,983 )	(	146,147 )
A31240	Other current assets			7,809	(	7,219 )
A32150	Notes and trade payables			44,566		35,768
A32230	Other payables and other current
	liabilities			33,864		14,526
A32240	Net defined benefit liabilities	(		464 )	(	3,011 )
A32250	Deferred revenue	(		1,864)	(	838)
A33000	Cash generated from operations			22,430	(	93,299 )
A33300	Interest paid	(		8,982 )	(	2,976 )
A33500	Refund (Payment) of income tax			4,835	(	367)
AAAA	Net cash generated from(used in)
	operating activities			18,283	(	96,642)
	Cash flows from investing activities
B00030	Capital reduction of financial assets at
	fair value through other comprehensive
	income and loss			1,240		-
B00040	Purchase of financial assets at amortized
	cost			-	(	14,028 )
B00050	Proceeds from sale of financial assets at
	amortized cost			-		14,028

(Continued on the next page)

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(Continued from the previous page)

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Code 2022 2021
B02200 Net cash outflow on acquisition of
subsidiary ( $ 2,665 ) $ -
B02300 Net cash inflow on disposal of
subsidiary 243 -
B02700 Acquisition of property, plant, and
equipment ( 65,458 ) ( 161,385 )
B02800 Proceeds from disposal of property,
plant, and equipment 407 441
B03700 Decrease in refundable deposits 507 24,008
B04500 Acquisition of intangible assets ( 7,605 ) ( 2,267 )
B07500 Interest received 3,722 3,821
BBBB Net cash generated from (used
in) investing activities ( 69,609 ) ( 135,382 )
Cash flows from financing activities
C00200 Proceeds (repayment) from short-term
borrowings ( 69,178 ) 68,776
C01600 Proceeds from long-term borrowings 17,442 67,749
C01700 Repayments of long-term borrowings ( 11,111 ) -
C03100 Increase in guarantee deposits 504 -
C04020 Repayment of the principal portion of
lease liabilities ( 314 ) ( 2,019 )
C04500 Dividends paid to owners of the
Company - ( 60,240 )
C05800 Changes in non-controlling interests ( 2,324 ) -
CCCC Net cash generated from financing
activities ( 64,981 ) 74,266
DDDD Effect of exchange rate changes on the balance
of cash held in foreign currencies 6,899 ( 4,305 )
EEEE Net decrease in cash and cash equivalents ( 109,408 ) ( 162,063 )
E00100 Cash and cash equivalents at the beginning of
the year 382,310 544,373
E00200 Cash and cash equivalents at the end of the
year $ 272,902 $ 382,310
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(Please refer to the Auditor’s Report issued by Deloitte & Touche on March 27, 2023)

Chairman: Tsou Mi-Fu

Managerial officers: Principal Accounting Officer: Peng, Chao-Chung Tsao, Fu-Yi

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Attachments 7

WHA YU INDUSTRIAL CO., LTD.

Earnings Distribution Table

2022

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Unit: NT$
Item Subtotal Amount
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Undistributed earnings of Previous Years Remeasurement of defined benefit Obligation Unappropriated retained earnings after adjustment Net Income of 2022 Less: Legal reserve(10%) Distributable earnings for the current period Distribution item Shareholders' dividends-Cash 24,096,083 (NT$0.2 per share) Unappropriated retained earnings at the end of period	0 548,508 548,508 33,427,884 (3,397,639) 30,578,753 (24,096,083) 6,482,670

Remark:

Cash dividends per share were calculated based on the number of outstanding shares (120,480,417 shares) as of March 27, 2023.
The chairman of the board of directors is authorized to exercise his/her full authority in the event that the proposal for the distribution of earnings is subsequently amended due to changes in the number of outstanding shares as a result of changes in the Company's share capital after the approval of the ordinary shareholders' meeting.
The cash dividends are calculated on a pro rata basis up to NT$1, with the amount below NT$1 rounded off and the total amount of the deficient dollar amount adjusted from the decimal point from the largest to the smallest and the account number from the front to the back in order to meet the total amount of cash dividends distributed.

Chairman: Tsou Mi-Fu

General Manager: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

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Attachments 8

WHA YU INDUSTRIAL CO., LTD.

List of Candidates for Directors and Independent Directors

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Director Name Current Position/Major Education Experience Shares
Chairman of WHA YU INDUSTRIAL CO., LTD.
Department of Mechanical Engineering, Minghsin University of Science and Technology
Chairman of Hua Hong International Co., Ltd.
Chairman of Dongguan Aeon Tech CO., LTD.
Tsou Mi-Fu Chairman of Hansome Investment Inc. 3,272,570
Director of ZyCast Technology Inc.
Supervisor of Liverage Technology Inc.
Director (legal representative) of Hang Jian Technology Co., Ltd.
Senior R&D Engineer of TECOM CO., LTD.
Chairman of Changyuan Investment Co., Ltd.
Lin Cheng Wei 2,012,000
Advanced Master of Business Administration, National Chi Nan University
Chairman of ALPHALOG FREIGHT STSTEM CORP.
Chi Yen Hua Department of Banking and Insurance, National Taipei University of Business 4,289,732
Chairman of Taiwan Anya Biotechnology Co., Ltd.
Director of WHA YU INDUSTRIAL CO., LTD.
Department of Electrical Engineering, National Taiwan University
Sun,Cheng-Pen R&D Assistant Manager of Prime Electronics And Satellitics Incorporat. 2,528,222
Director of Song Yi Technology Co., Ltd.
Director of Teamwell Technology CO., LTD.
Director and Chief Engineer of the Automation Technology Department of WHA YU
Industrial Co., Ltd.
Huang Kun-Chang Department of Electronics, Chung Yuan Christian University 2,153,138
Senior Manager of Prime Electronics And Satellitics Incorporat.
Deputy General Manager of Pro Brand Technology(TW) Inc.
Director of WHA YU INDUSTRIAL CO., LTD. 1,245,622
Department of Commerce, National Tseng-Wen Home Economica & Commercail
Chuang Ming-Yuan Vocational High School.
General Manager of Xinbo Enterprise Co., Ltd.
Special Assistant to the Chairman and Supervisor of WHA YU INDUSTRIAL CO., LTD.
Director of WHA YU INDUSTRIAL CO., LTD. 1,002,888
Lu,Te-Mao Department of Electrical Engineering, Lunghwa University of Science and Technology
General Manager of Parner Technology CO., LTD.
Hansome Investment Inc. NA 584,000
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Attachments 8

WHA YU INDUSTRIAL CO., LTD. List of Candidates for Directors and Independent Directors

Name of Independent Director	Current Position/Major Education Experience	Shares
Liu,Heng-Yih	Associate Professor, International Business Group, School of Management, Yuan Ze University Ph.D. in International Business Management Strategy, National Taiwan University Master of Business, University of Nottingham Independent Director and Chairman of the Remuneration Committee of LEOFOO Development Co., Ltd. Independent Director and Member of Remuneration Committee of TST Group Holding Ltd. Director of DYNAMIC ELECTRONICS CO., LTD. Supervisor of Chengtai Asset Management Co., Ltd. Supervisor of Mano Pharma & Biotech Co., LTD.	0
Lue, Wen-Chia	Associate Professor, Department of Electrical Engineering, Minghsin University of Science and Technology Ph.D. in Electronic Engineering, Institute of Defense Science, Chung Cheng Institute of Technology,National Defense University	0
Huang I-Hung	Partner Valuer, Dingsheng Real Estate Appraisers & Associates Firm Institute of Lands, National Chengchi University Head of Yongchen Management Consultants Co., Ltd. Responsible person of Chenhui Land Politics Firm Responsible Person of Chenhui Bookkeeping and Tax Preparation Agency Supervisor, Chung Hua University Chairman of Hsinchu Geographical Research Society Member of Hsinchu City Land Premium and Standard Land Premium Evaluation Committee Member of the Municipal Property Review Committee of Hsinchu City Government Member of the Supervisory Subcommittee of the Central Election Committee - Hsinchu City Election Committee Member of Hsinchu City Real Estate Appraisal Committee Member of the 13th Urban Renewal and Dispute Resolution Committee of Hsinchu City Government	0

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Attachments 9

WHA YU INDUSTRIAL CO., LTD. Articles of Incorporation

Chapter 1 General Principles

Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 譁裕實業股份有限公司 in the Chinese language, and WHA YU INDUSTRIAL CO., LTD in the English language.

Article 2 The scope of business of the Corporation shall be as follows: C805050 Industrial Plastic Products Manufacturing. CC01020 Electric Wires and Cables Manufacturing. CC01080 Electronics Components Manufacturing. F119010 Wholesale of Electronic Materials. F219010 Retail Sale of Electronic Materials.

F401010 International Trade.

CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.

ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company may guarantee and reinvest in other companies for business purposes, and the total amount of the Corporation’s reinvestment shall not be subject by Article 13 of the Company Law.

Article 4 The Corporation shall have its head office in Hsinchu City and may establish branch offices in Taiwan or overseas as necessary with the approval by the board of directors.

Article 5 Public announcements of the Corporation shall be made in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 6 The total capital stock of the Corporation shall be in the amount of 2,000,000,000 New Taiwan Dollars, divided into 200,000,000 shares, at ten New Taiwan Dollars each. The Company may authorize the Board of Directors to issue new shares in installments when the Company's business needs are determined. The Corporation may issue employee stock options from time to time. A total of 2,000,000 shares among the above total capital stock should be reserved for issuing employee stock options.

Article 7 The share certificates of the Company shall be in registered form, signed or sealed by the Directors representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. For the shares issued by the Company, the printing of share certificates may be exempted; however, the

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		shares shall be registered with a centralized securities depository enterprise.
Article	8	Registration for transfer of shares shall be done within 60 days prior to the date of the
		regular meeting, within 30 days prior to the date of the any special meeting of
		shareholders, or within five days prior to the date on which the Company decides to
		distribute dividends and bonuses or other benefits.
Article	9	The Company shall administer all shareholder services in accordance with the
		"Regulations Governing the Administration of Shareholder Services of Public
		Companies" and related regulations.
	Chapter 3 Shareholders' Meeting
Article	10	Shareholders’ meeting is divided into regular meeting and special meeting. The regular
		meetings are convened once a year, within six months after the end of each fiscal year, by
		the Board of Directors in accordance with the law. Ad hoc meetings may be duly
		convened according to the law if necessary. Resolutions of the shareholders' meeting
		shall be recorded in the minutes and shall be handled in accordance with Article 183 of
		the Company Act.
Article	10-1	The Company's shareholders' meetings may be held by video conference or other means
		as announced by the Ministry of Economic Affairs.
Article	11	If a shareholder is unable to attend a meeting for any reason, he or she may appoint a
		proxy to attend the meeting by presenting a letter of proxy issued by the Company stating
		the scope of authority, which shall be signed or stamped by the proxy. In addition to the
		provisions of Article 177 of the Company Act, the method of shareholder proxy shall be
		in accordance with the "Regulations Governing the Use of Proxies for Attendance at
		Shareholder Meetings of Public Companies" issued by the competent authorities.
Article	12	Each shareholder of the Company shall be entitled to one vote per share for each share
		held, except for those who have no voting right under Article 179-2 of the Company Act.
Article	13	The shareholders' meeting shall be convened by the Board of Directors, the meeting shall
		be presided over by the Chairman of the Board. In case of his absence, the Chairman
		shall designate a Director to act on his behalf. In the absence of such designation, the
		Directors shall elect one person from among themselves to serve as chairman of the
		meeting. For shareholders' meetings convened by any other person having the convening
		right other than the Board of Directors, he/she will act as the chairman of that meeting,
		however, if there are two or more persons having the convening right, the chairman of
		the meeting shall by elected from among themselves.
Article	14	Except as provided in the Company Law of the Republic of China, shareholders’
		meetings 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
		Corporation,and resolutions shall be adopted at the meeting with the concurrence of a
		majority of the votes held by shareholders present at the meeting.

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Chapter 4 Directors and the Audit Committee Article 15 The Company shall have seven to eleven directors.The election of Directors shall adopt a candidate nomination system, and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The term of office shall be three years, and re-election shall be permissible. Nominations shall be made in accordance with the Article 192-1 of the Company Act. Liability insurance may be purchased for the Company's directors by resolution of the Board of Directors after their election. Article 15-1 The aforesaid Board of Directors must have at least two independent directors and shall not be less than one-fifth of the number of directors of the Company. Independent directors are elected through a candidate nomination system and are selected by the shareholders' meeting from a list of independent director candidates. Nominations shall be made in accordance with the Article 192-1 of the Company Act. Article 15-2 In accordance with Article 14-4 of the Securities and Exchange Act, the Company has established an Audit Committee consisting of all independent directors, which is responsible for carrying out the duties and responsibilities of the supervisors as stipulated in the Company Act, the Securities and Exchange Act and other laws and regulations. The members of the Audit Committee, the exercise of its powers and functions, and other matters to be followed shall be in accordance with the relevant laws and regulations, and its organizational procedures shall be separately established by the Board of Directors. Article 16 The Board of Directors shall be formed by the Directors. The Chairman and Vice Chairman shall be elected by a majority of votes in a meeting attended by over two-thirds of the Directors. The chairman of the board of directors shall be the chairman of the shareholders' meeting and the board of directors' meeting internally and shall represent the Company externally. The directors shall attend the board of directors' meetings in person, and if they are unable to attend the meetings for any reason, they may appoint other directors to act as their proxy, and the proxy shall only act as the proxy for one director. Article 16-1 The Meetings of the Company's Board of Directors shall be convened by written, e-mail or fax notice to each Director seven days prior to the scheduled meeting date. The meetings of the Board of Directors may be convened at any time in case of emergency, and may also be convened by written, e-mail or fax notices. Article 17 In case the Chairman of the Board of Directors is on leave or cannot exercise his power and authority for any cause, the proxy thereof shall be handled according to the regulation of Article 208 of the Company Act. Chapter 5 Managerial officers Article 18 The Company may have a number of managers, whose appointment, dismissal and remuneration shall be determined in accordance with Article 29 of the Company Act. Chapter 6 Accounting

40 -

Article	19	After the end of each fiscal year, the Company's Board of Directors shall prepare: 1.
		Business Report. II. Financial statements. III. The proposal for distribution of earnings or
		appropriation of losses and other forms shall be submitted to the shareholders' meeting
		30 days prior to the meeting in accordance with the statutory procedures for recognition.
Article	20	The Company shall contribute 10% to 20% of the annual profit as employees'
		remuneration and not more than 3% as directors' remuneration. Employee remuneration
		shall be distributed in stocks or in cash
		However, if the Company still has accumulated losses, the amount of compensation shall
		be retained in advance, and the remuneration to employees and directors shall be
		provided in proportion to the aforementioned amount.
Article	20-1	Where the Company has a profit at the end of each fiscal year, the Company shall first
		make a tax provision to cover the deficit and then set aside 10% as the legal reserve,
		provided that if the legal reserve has reached the Company's paid-in capital, no further
		provision shall be made. If there is any remaining surplus after the special reserve is set
		aside or reversed in accordance with the law or the regulations of the competent authority,
		the Board of Directors shall prepare a proposal for the appropriation of the surplus and
		submit it to the shareholders' meeting for resolution, taking into account the accumulated
		undistributed surplus from previous years.
		In consideration of the Company's future expansion plans, capital requirements and
		long-term financial planning, as well as the Company's business objectives of sustainable
		operation, pursuit of shareholders' long-term interests and stable operating performance,
		the Company will distribute part or all of its distributable earnings as dividends to
		shareholders, including cash dividends of not less than 10% of the distributable dividends
		for the year.
Article	21	Directors of the Company shall be entitled to remuneration for their duties regardless of
		profit or loss. The Board of Directors is authorized to determine the remuneration within
		the standards for maximum salaries established in the Company's Remuneration Policy
		based on the level of their participation in the Company's operations and the value of
		their contribution. If the Company makes a profit, the remuneration shall be distributed
		in accordance with Article 20.
Article	21-1	The Board of Directors of the Company may set up Compensation Committee or other
		functional committees as necessary for the operation of the business.
	Chapter 7 Supplementary Provisions
Article	22	In regard to all matters not provided for in these Articles of Incorporation, the Company
		Law of the Republic of China shall govern.
Article	23	The Articles of Incorporation were established on September 24, 1981.
		The 1st amendment was made on October 22, 1981.
		The 2nd amendment was made on July 18, 1986.

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The 3rd amendment was made on April 10, 1988. The 4th amendment was made on April 24, 1989. The 5th amendment was made on April 25, 1991. The 6th amendment was made on August 12, 1997. The 7th amendment was made on July 1, 1998. The 8th amendment was made on December 6, 2001. The 9th amendment was made on October 13, 2002. The 10th amendment was made on June 20, 2003. The 11th amendment was made on June 20, 2003. The 12th amendment was made on March 15, 2004. The 13th amendment was made on April 29, 2004. The 14th amendment was made on April 29, 2004. The 15h amendment was made on June 20, 2005. The 16th amendment was made on June 28, 2006. The 17h amendment was made on June 21, 2007. The 18th amendment was made on January 22, 2009. The 19th amendment was made on June 19, 2009. The 20th amendment was made on June 25, 2010. The 21st amendment was made on June 18, 2012. The 22nd amendment was made on June 25, 2013. The 23rd amendment will be made on June 17, 2014 The 24th amendment will be made on June 20, 2016. The 25th amendment will be made on June 19, 2020. The 26th amendment was made on June 27, 2022.

WHA YU INDUSTRIAL CO., LTD. Chairman: Tsou Mi-Fu

42 -

Attachments 10

WHA YU INDUSTRIAL CO., LTD. Rules of Procedure for Shareholders' Meeting

Article 1 The rules of procedures for this Corporation's shareholders meetings shall be as provided in these Rules. Article 2 The Company shall specify in its shareholders' meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. Shareholders or proxies of the shareholder or the proxy (hereinafter referred to as shareholders) shall attend the shareholders' meeting to attend the shareholders' meeting. The Company shall not offer any other supporting documents to the shareholders' meeting. The Company shall not request the shareholders to attend the meeting for any other supporting documents. The solicitors soliciting the proxy shall bring their identification documents for verification.

The Company shall maintain a sign-in book for the attending shareholders to sign in person or by proxy (hereinafter referred to as shareholders), or the attending shareholders shall present a sign-in card to sign in on their behalf. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

Article 3 The shareholders' meeting shall be convened by the Board of Directors and chaired by the Chairman of the Board; if the chairman of the board of directors is absent from work or is unable to attend for any reason, the vice chairman of the board of directors may act as proxy. If there is no vice chairman of the board of directors or if the vice chairman of is also absent from work or unable to attend for any reason, the chairman of the board of directors shall designate a director to act as proxy; if such proxy is not appointed, the directors shall appoint one director from them to chair the meeting.

The Deputy Chairman served by one of the Directors as specified in the preceding paragraph shall be a Director who serves as a Director for six months or more and understand the Company's financial operations. The same shall apply if the chairman is a director representative of an institutional investor.

The Chairman of the Board of Directors shall preside in person at the shareholders' meetings called by the Board of Directors, and a majority of the Board of Directors shall be present in person, and the attendance shall be recorded in the minutes of the shareholders' meetings.

If a shareholders' meeting is convened by a person other than the Board of Directors, that person shall chair the meeting. If there are more than two persons with the right to convene,

43 -

one of them shall be elected as the chair of the meeting.

Article 4 If a shareholder of the Company is unable to attend a shareholders' meeting in person, he/she may appoint a proxy by presenting a proxy form issued by the Company specifying the scope of authority.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Company at least five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, a declaration made to cancel the previous proxy appointment is not subject to the aforementioned rule.

Article 5 When a shareholders' meeting is attended by shareholders (or proxies) representing more than half of the total number of issued shares, the chairman will declare the meeting open and announce the number of non-voting shares and the number of shares present at the same time. If the quorum is not reached at the time of the meeting, the chairman may adjourn the meeting for up to two (2) times, and the total adjournment time shall not exceed one (1) hour. If the number of shares is not sufficient for two adjournments, and if more than one-third of the total number of issued shares are represented by shareholders (or proxies), the ordinary resolution may be passed with the consent of a majority of the votes of the attending shareholders (or proxies). If the number of shares represented by the attending shareholders (or proxies) is sufficient to constitute a quorum after the preceding dummy resolution is made, the chairman may propose a dummy resolution to the meeting for voting.

Article 6 If the shareholders' meeting is convened by the Board of Directors, the agenda of the meeting shall be set by the Board of Directors, and the meeting shall be held in accordance with the procedures set forth in the agenda and shall not be changed without a resolution. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors. The chairman may not adjourn the meeting without a resolution before the conclusion of the first two scheduled agenda items (including extempore motions). If the chairman violates the rules of procedure and adjourns the meeting, a majority of the attending shareholders may vote to elect a chairman to continue the meeting.

After the meeting is adjourned, the shareholders shall not elect another chairman for the meeting at the same place or find another place for the meeting, except for the case mentioned above.

44 -

Article	7	When a shareholder (or proxy) delivers a speech, he/she must first fill out a speech slip
		with the attendance card number, the name of the account, and the purpose of the speech,
		and the chairman will determine the priority of his/her speech. If a shareholder (or a proxy)
		attending the meeting merely mentions a speech but does not deliver it, he/she shall be
		deemed not to have spoken. If the content of the speech does not correspond to that of the
		speech, the content of the confirmed speech shall prevail.
Article	8	The proposals shall be made in writing. In addition to the proposals listed on the agenda,
		the shareholders (or proxies) shall second any amendment or substitute to the original
		proposal or any other motion proposed by way of a motion for adjournment, and the same
		applies to any changes to the agenda and motions for adjournment.
Article	9	The proposal shall be explained within five minutes and questions or answers shall be
		made within three minutes per person, which may be extended by three minutes with the
		permission of the chairman. If a shareholder’s (or proxy’s) speech is out of time, out of
		order or out of scope, the chairman may stop him/her from speaking. When an attending
		shareholder (or proxy) is delivery speech, other shareholders (or proxies) shall not
		intervene the speech without the permit of the chairman and the shareholder (or proxy)
		delivering the speech, and anyone violating this article will be subject to Article 18.
Article	10	For the same proposal, one shareholder shall not deliver more than two speeches. When a
		juristic person is entrusted to attend a shareholders' meeting, only one representative of the
		juristic person shall attend. When a juristic person shareholder appoints two or more
		representatives to attend a shareholders' meeting, , only one of the representatives so
		appointed may speak on the same proposal.
Article	11	After an attending shareholder (or proxy) has spoken, the chair may respond in person or
		direct relevant personnel to respond. During the discussion of a proposal, the chairman
		may announce the end of the discussion at an appropriate time and, if necessary, adjourn
		the discussion.
Article	12	After the discussion of a proposal ended or is stopped, the chairman shall ask for voting to
		the proposal. Any matters that is not a proposal shall not be discussed or voted. The
		Chairman of the Board of Directors shall designate a person to monitor and count the votes
		for the proposal, and such person shall be a shareholder.
Article	13	The voting rights of shareholders are based on the number of shares held by them, with
		each share having one voting right. In the event that the shareholders' meeting elects
		directors, the election of directors shall be conducted in accordance with the Regulations
		Governing the Election of Directors.
Article	14	Except as otherwise provided in the law, the adoption of a proposal shall require an
		affirmative vote of a majority of the voting rights represented by the attending shareholders.
		At the time of a vote, for each proposal, the chair or a person designated by the chair shall
		first announce the total number of voting rights represented by the attending shareholders,
		followed by a poll of the shareholders. After the conclusion of the meeting, on the same

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day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting shall be announced on site at the meeting, and recorded.
Article 15 During the meeting, the chairman may declare a break at his discretion.
Article 16 In the event of an air attack warning drill during the meeting, the meeting will be suspended and evacuated, and the meeting will continue after the warning has been lifted for one hour.
Article 17 The chair may direct the proctors (or security personnel to help maintain order at the meeting venue.
Article 18 The shareholders (or proxies) shall obey the directions of the chairman, the inspector (or the security officer) regarding the maintenance of order, and the chairman or the inspector (or the security officer) may exclude any person who disrupts the shareholders' meeting.
Article 19 All matters not provided for in these rules shall be governed by the Company Act, the Securities and Exchange Act and other relevant laws and regulations.
Article 20 These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting.Subsequent amendments thereto shall be effected in the same manner.
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Attachments 11

WHA YU INDUSTRIAL CO., LTD.

Rules for Election of Directors

Article 1 Unless otherwise provided in the Company Law and the Articles of Incorporation, the directors of this Company shall be elected in accordance with the rules specified herein.
Article 2 The election of directors of this Company shall be conducted at the shareholders' meeting. Article 3 In the election of directors of this Company, each share shall have voting rights equivalent to the number of seats to be elected and such voting rights can be combined to vote for one person or divided to vote for several persons. When electing directors, independent directors and non-independent directors shall be elected at the same time and the number of independent directors and non-independent directors elected shall be calculated separately. Those who receive more votes representing the right to vote are elected as independent directors and non-independent directors.
Article 4 The directors of this Company shall be elected according to the number of seats provided for in this Company's Articles of Incorporation. Those receiving more votes shall take the office. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 5 The election ballots shall be made and issued by the Company with the attendance card number and the number of election rights, which shall bear the Company's seal. Article 6 At the beginning of the election, the chairman shall appoint several persons each to check and record the ballots.The vote monitoring personnel to check the ballots shall be shareholders. Article 7 The ballot boxes for the election shall be prepared by this Company and checked in public by the vote monitoring personnel to check the ballots before the voting. Article 8 If the electee is a shareholder, the election ballot shall record the name of the electee, the shareholder's account number and the number of votes; if the electee is not a shareholder, the election ballot shall contain the name of the electee, the identity number and the number of votes. When the legal person is the electee, the election ballot shall contain the full account name of the legal person, and the full name of the legal entity and the name of its representative may be included. The electee shall have the ability to act according to the law. Article 9 Ballots shall be deemed void under the following circumstances. (I) Election ballots that have not been put in the ballot box. (II) The election ballots that are not complying with these Regulations. (III) Blank ballots that are not filled in by the voters.

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(IV) Items specified in Article 8-1 and Article 8-2 that are not recorded fully.
(V) The account name and account number filled for the electee are not in line with those recorded in the shareholder registry.
(VI) The name and ID of the electee do not match.
(VII) In addition to the items specified in Article 8-1 and Article 8-2, other symbols or texts are added in the ballots.
(VIII) The words on the ballots are unreadable.
(IX) The items specified in Article 8-1 and Article 8-2 that are recorded on the ballots are altered.
(X) The name of the candidates filled in the ballots being the same as another shareholder's name, but no information such as shareholder account number or ID number has been provided for identification.
(XI) The total number of votes cast by the electors exceeds the number of election rights held by them.
Article 10 The ballots should be calculated during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting.
Article 11 The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
48 -

Attachments 12

WHA YU INDUSTRIAL CO., LTD. Shareholdings of All Directors

==> picture [461 x 406] intentionally omitted <==

----- Start of picture text -----

Record Date: April 21, 2023
Current
Date of
Title Name Shareholding Shareholding (%)
election
(Shares)
Chairman Tsou Mi-Fu 2020.12.30 3,272,570 2.72%
Chen,Shih
Director 2020.06.19 224,514 0.19%
Chung
Director Sun,Cheng-Pen 2020.06.19 2,528,222 2.10%
Huang
Director 2020.06.19 2,153,138 1.79%
Kun-Chang
Chuang
Director 2020.06.19 1,245,622 1.03%
Ming-Yuan
Director Lu,Te-Mao 2020.06.19 1,002,888 0.83%
MegaPlus Asset
Director Management 2020.12.30 1,423,952 1.18%
Ltd.
Independent
Liu,Heng-Yih 2020.06.19 0 0.00%
Director
Independent
Chan,Ting-Hsun 2020.06.19 0 0.00%
Director
Independent
Lue, Wen-Chia 2020.06.19 0 0.00%
Director
Shareholding of all directors and 11,850,906
9.84%
percentage of issued shares shares
----- End of picture text -----

Note 1: The paid-in capital of the Company is NT$1,204,804,170 and 120,480,417 shares have been issued.
Note 2: In accordance with the Rules Governing the Implementation of Shareholding and Audit of Directors and Supervisors of Listed Companies, the minimum number of shares to be held by all directors of the Company is 8,000,000 shares, as the Company has three independent directors and the shareholding percentage of directors is reduced to 80% in accordance with the aforementioned rules. The number of shares held by all directors of the Company has reached the legal standard.
49 -

Thank you for attending the shareholders' meeting! We welcome your comments and suggestions!

50 -

AI assistant

WHAYU — AGM Information 2023

52324_rns_2023-06-26_6f27541b-8f7b-48a9-bfde-bd526b3f0335.pdf

WHA YU INDUSTRIAL CO., LTD.

2023 Annual Shareholders' Meeting Meeting Agenda

Table of Contents

WHA YU INDUSTRIAL CO., LTD. Procedure for the 2023 Annual Meeting of Shareholders

WHA YU INDUSTRIAL CO., LTD. 2023 Annual Shareholders’ Meeting Meeting Agenda

II. Chairman's Remarks

VI. Other Motions

VII. Extemporary Motions

VIII. Meeting Adjourned

Report Items

Proposed Resolutions

Proposal 1 (Proposed by the Board of Directors)

Proposal 2 (Proposed by the Board of Directors)

Election Matters

(Proposed by the board of directors)

Other Motions

(Proposed by the board of directors)

Extemporary Motions

Meeting Adjourned

Attachments 1

WHA YU INDUSTRIAL CO., LTD. Business Report of 2022

WHA YU INDUSTRIAL CO., LTD.

Audit Committee's Review Report

Attachments 3

WHA YU INDUSTRIAL CO., LTD.

Attachments 4

WHA YU INDUSTRIAL CO., LTD. Endorsements and guarantees From January 1 to December 31, 2022

Attachments 5

WHA YU INDUSTRIAL CO., LTD. Loan of funds to others

From January 1 to December 31, 2022

Unit: NT$1,000

Attachments 6

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Recognition of sales revenue

Other Matter

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

WHA YU INDUSTRIAL CO., LTD.

Balance Sheets

WHA YU INDUSTRIAL CO., LTD.

(Continued from the previous page)

WHA YU INDUSTRIAL CO., LTD.

STATEMENTS OF CHANGES IN EQUITY

WHA YU INDUSTRIAL CO., LTD. STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Continued from the previous page)

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Continued from the previous page)

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Continued from the previous page)

Attachments 7

WHA YU INDUSTRIAL CO., LTD.

Earnings Distribution Table

2022

Remark:

Attachments 8

WHA YU INDUSTRIAL CO., LTD.

Attachments 8

WHA YU INDUSTRIAL CO., LTD. List of Candidates for Directors and Independent Directors

Attachments 9

WHA YU INDUSTRIAL CO., LTD. Articles of Incorporation

WHAYU AGM Information 2023