Reference materials for the proposals of 2023 shareholders' meeting of TEX-RAY Industrial Co., Ltd

Ratifications

• I. Cause of motion: 2022 Business Report and Financial Statements for ratification. (Proposed by the board of director)

• Description:

• (I) The 2022 Business Report and Financial Statements of the Company have been audited by Tseng Kuo Yang and Chang Shu Ying, CPAs of KPMG Taiwan and reviewed by the Audit Committee for review. Enclosed therein please find the statements and the reports as exhibited on p. 7 of Attachment I and pp.38-54 of Attachment X.

• (II) Please ratify.

• Resolution:

• II. Cause of motion: The proposal for the appropriation of retained earnings to cover loss in 2022 for ratification. (Proposed by the board of director)

• Description:

• (I) The Company has undistributed earnings of NT$104,468,146 at the beginning of 2022. Net loss in the same period amounted to NT$38,383,098 and other comprehensive income in the same period amounted to NT$5,661,014. The proceeds from the disposal of equity instrument at fair value through comprehensive income statements amounted to NT$10,682,174. The retained earnings at the end of the period amounted to NT$82,428,236.

• (II) Information on appropriation of undistributed earnings for covering loss is shown on p.___ of Attachment XI.

• (III) Please ratify. Resolution:

Three. Discussions

I. Cause of motion: Please discuss the proposal to amend the “Articles of Incorporation.” (Proposed by the board of director)

• Description:

• (I) The Company planned to amend Article 17 of the Articles of Incorporation of the Company to 9 to 13 seats for alignment with corporate governance. The mapping of the provisions before and after the amendment is exhibited on p.___ of Attachment XII.

• (II) Please discuss:

• Resolution:

Election:

I. Cause of motion: election of Independent Director to fill the vacancy for discussion. (Proposed by the Board of Directors)

• Description:

• (I) According to Article 17 of the Articles of Incorporation of the Company, the Company shall establish 7 to 11 seats of Directors of which at least 3 have to be reserved for Independent Directors. In supporting the pursuit

of corporate governance, the Company seeks to add one more seat of Independent Director. Director Wu Ching Feng will resign from office and one more Independent Director will be elected in this session of Shareholders Meeting. The Company still maintain 11 seats of Directors for this term of the Board.

• (II) The tenure for the Independent Director to be elected for filling the vacancy will start on June 9, 2023 and ends on July 11, 2024.

• (III) According to Article 14-2 of the Securities and Exchange Act and Article 17 of the Articles of Incorporation of the Company, the election of Independent Directors will be held under the candidate nomination system. The list of candidates for election to the seats of Independent Directors for this time is shown below:

Candidates
for election
to the seats of Education Experience Shares held
Independent
Directors
Department
of Business
Lin Cheng Administratio Chairman, Modern Times Financial
Teh n, National Co., Ltd. -
Chung Hsing
University.

(IV) Present for election.

Others and Extemporary motions: