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CATHAY RED AGM Information 2025

Jun 20, 2025

52129_rns_2025-06-20_59c0b2f9-cd82-4b64-bcbc-5ef17e0d868b.pdf

AGM Information

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Stock Code ： 2501

==> picture [319 x 27] intentionally omitted <==

2025 Annual General Shareholders'

Meeting Agenda Handbook

Meeting Time ： June 13, 2025, at 9 ： 00 a.m. Place ： 2F., No. 6, Section 3, Minsheng East Road, Taipei,

Taiwan R.O.C.

Courtyard by Marriott Taipei Downtown (Lily Conference Hall)

Shareholders meeting will be held by means of physical shareholders meeting

https://www.cathay-red.com.tw

Table of Contents

I. Meeting Agenda ...........................................................................1 1. Matters to Report (1) 2024 Business Report ..................................................... 2 (2) Audit Committee’s Review Report ................................ 6 (3) 2024 Compensation Report for Employees and Directors ........................................................................ 7 2. Matters for Acknowledgement (1) 2024 Business Report and Financial Statements ............ 8 (2) 2024 Earnings Distribution............................................... 29 3. Matters for Discussion (1) Discussion on the amendments of “The Articles of Incorporation” ................................................................. 31 (2) Discussion on the amendment of the Company's “Procedures for Lending Funds and Making Endorsements/Guarantees”……..….................................35 4. Provisional Motion(s) II. Appendix 1. Articles of Incorporation....................................................... 49 2. Rules of Procedure for Shareholder Meetings...................... 63 3. Shareholdings of Directors……….........................................79

Cathay Real Estate Development Co., Ltd.

2025 Shareholder Meeting Agenda

  1. Commencement of Meeting

  2. Chairman's Remarks

  3. Matters to Report

  4. (1) 2024 Business Report

  5. (2) Audit Committee’s Review Report

  6. (3) 2024 Compensation Report for Employees and Directors

  7. Matters for Acknowledgement

  8. (1) Acknowledgement of 2024 Business Report and Financial Statements

  9. (2) Acknowledgement of Proposal for 2024 Earnings Distribution

  10. Matters for Discussion

  11. (1) Discussion on the amendments of “The Articles of Incorporation”

  12. (2) Discussion on the amendment of the Company's “Procedures for Lending Funds and Making Endorsements/Guarantees”

  13. Provisional Motion(s)

  14. Adjournment

1

1. Matters to Report

(1) 2024 Business Report

In the middle of 2024, major global economies gradually entered an interest rate-cutting cycle. Coupled with strong demand for emerging technology development, Taiwan's 2024 economic growth rate exceeded expectations, significantly stimulating high investment confidence and enabling the stock market to maintain prosperity at 20,000 points. Regarding domestic demand, due to improved corporate profits and continued salary adjustment trends, private consumption maintained moderate growth. Even with the high base period of the previous year, quarterly growth rates remained positive. Regarding external demand, continued expansion was driven by information and communication products. Traditional industries also rebounded in the third quarter after a previous period of decline. Overall, all economic indicators in 2024 were impressive.

2024 marked a significant milestone for the Company as we proudly celebrated our 60th anniversary. To commemorate, we launched 8 new construction projects: ． Cathay Cheng Zhen in Taipei, Cathay Xu, META PARK (joint venture), RiVER PARK (joint venture), and METRO PARK (joint venture) in New Taipei City, Cathay Yang Hui, and Cathay Sen Lin Hui in Taichung, and Cathay Yang Mu in Tainan. Owing to strategic product planning aligning with

2

market demands and robust market conditions in the first half of 2024, these projects achieved outstanding sales performance. In terms of revenue, the recognized construction projects include: Cathay He He in New Taipei City, Cathay Xi Jing in Taoyuan, and Cathay MOST+ in Taichung, in addition to unsold housing units from the previous year's completed projects. The total annual revenue amounted to approximately NT$13,081,640,000.

Assuming that inflation gradually stabilizes in 2025, and the monetary easing strategies of major countries become clearer, despite the fact that the global economy will be affected by unfavorable consumption and investment in the two major economies of China and the United States, economic growth for other regions is expected to remain similar to this year. According to forecasts by the Directorate-General of Budget, Accounting and Statistics and major economic research institutions, the domestic economic growth rate for 2025 is projected to be 3.42%. In the second half of 2024, following the Central Bank’s implementation of a seventh wave of credit controls, and the strict management of real estate credit limits and bank lending levels, consumers became more cautious. Although the number of investors decreased, rigid demand in the market remained. Given that government policies continue to encourage first-time homebuyers to enter the market, and the limited room for downward adjustment of housing

3

prices due to construction costs, along with the favorable prospects of Taiwan's stock market and economic development, the overall real estate market in 2025 is expected to experience a volatility contraction pattern (VCP) with both upward and downward market forces at play.

Looking ahead to 2025, we plan to launch a total of six projects across Taiwan, including in Wenshan, Taipei; Xinzhuang, New Taipei City; Zhonglu, Taoyuan; as well as in Taichung, Tainan, and Kaohsiung. The total project value will exceed NT$25 billion. Under the Central Bank's credit control policy, our company will adjust the pace of project launches based on market conditions, continue to increase land reserves through diversified development strategies, and steadily advance toward becoming a comprehensive developer.

The company will continue to strategically acquire land in prime areas and carefully select the best partners and vendors in order to provide consumers with exceptional housing options. Committed to sustainable development, we

aim to construct “Quality Lifetime Houses” for the community. The real estate group will actively pursue expansion and broaden its revenue landscape.

I'd like to express my deepest appreciation for your presence today.

I wish you good health and good luck, thank you!

4

Chairman: Ching-kuei Chang President: Hung-Ming Lee Chief Accountant: Yi-Chun Chang

5

(2) Audit Committee’s Review Report

The Board of Directors prepared the Company’s 2024 annual Business Report, Financial Statements (including consolidated financial statements), and an earnings distribution proposal, among which the Financial Statements (including consolidated financial statements) have been audited by Shu-Wan Lin, and Chih-Ming Shao, CPAs, at Deloitte & Touche, by whom an audit report has been issued.

The above mentioned reports and statements produced and submitted by the Board of Directors have been audited by the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, and there is no inconformity. Meanwhile, the report has been prepared as required. Please check and approve.

To

Cathay Real Estate Development Co., Ltd.

2025 Annual Meeting of Shareholders

Auditing Committee

Convener: Yuan-Hsiao Chang

April 28, 2025

6

(3) 2024 Compensation Report for Employees and Directors

Explanation:

  1. Conducted in accordance with Article 27 of the Articles of Incorporation.

  2. 2024 Financial Statements have been audited by Deloitte & Touche. The earnings before tax are NT$1,976,018,911 where 0.1% amounting to NT$1,976,019 is allotted as 2024 total employee compensation, and 0.1215% amounting to NT$2.4 million is allotted as 2024 total directors compensation. The above compensation is to be distributed in cash.

7

2. Matters for Acknowledgement

(1) Acknowledgement of 2024 Business Report and Financial Statements.

[Proposed by the Board of Directors]

Explanation:

  1. The Company's 2024 Financial Statements have been audited -

by Shu-Wan Lin /CPA and Chin Ming Shao /CPA from Deloitte & Touche, and an unmodified audit report has been issued.

  1. The above Financial Statements, together with the Business Report, have been reviewed by the Company's audit committee.

  2. Business Report (Please refer to this handbook) 、 Financial Statements(Appendix at the back)

Resolution:

8

INDEPENDENT AUDITORS� REPORT

The Board of Directors and Shareholders Cathay Real Estate Development Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Cathay Real Estate Development Co., Ltd. (the �Company�), which comprise the parent company only balance sheets as of December 31, 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the �parent company only financial statements�).

In our opinion, based on our audits and the report of other auditors (please refer to the Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024, and its parent company only financial performance and its parent company only cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagement of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors� Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion based on our audits and the report of other auditors.

Key Audit Matter

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the parent company only financial statements for the year ended December 31, 2024. The matter was addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on the matter.

9

The key audit matter identified in the Company�s parent company only financial statements for the year ended December 31, 2024 is as follows:

Valuation of Construction Land

The Company is engaged in engaged in property development and real estate transactions. The net realizable value of construction land may be affected by fluctuations in real estate market prices. Construction land is measured at the lower of cost or net realizable value, and the assessment of the net realizable value of construction land is based on the significant judgment of the management and accounting estimates. Therefore, we consider the valuation of construction land as a key audit matter for the year then ended December 31, 2024. For the relevant accounting policies, accounting estimates, assumptions, uncertainties and note disclosures, please refer to Notes 4, 5, and 9 of the Company�s parent company only financial statements.

Our audit procedures for the abovementioned key audit matters included the following:

  1. We obtained and assessed the reasonableness of the valuation methodology and data used by the management when evaluating construction land.

  2. We sampled and evaluated the reasonableness of the net realizable value assessment results of construction land as of the balance sheet date and confirmed that the construction land was measured at the lower of cost and net realizable value.

Other Matter

Among the investments accounted for using equity method included in the Company�s parent company only financial statements, we did not audit the financial statements for the year ended December 31, 2024 of Symphox Information Co., Ltd. and San Hsiung Fongshan Lalaport Co., Ltd. Therefore, in our expression of an opinion on the Company�s parent company only financial statement, those investments and share of profits are based on the audit report of other accountants. The investment accounted for using equity method audited by other accountants as of December 31, 2024 amounted to NT$591,938 thousand, representing 0.83% of the total assets. For the year ended December 31, 2024, the share of profits or losses from these investees amounted to NT$ (80,545) thousand, representing (4.09)% of the profit before income tax.

The Company�s parent company only financial statements for the year ended December 31, 2023 were audited by other accountant, who issued an unmodified opinion with an other matter paragraph on March 14, 2024.

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

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

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

10

Those charged with governance, including the audit committee, are responsible for overseeing the Company�s financial reporting process.

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

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company�s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management�s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company�s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors� report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors� report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

11

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

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

From the matters communicated with those charged with governance, we determine the matter that was of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024, and is therefore the key audit matter. We describe the matter 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.

The engagement partners on the audits resulting in this independent auditors� report are Shu-Wan Lin and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 12, 2025

Notice to Readers

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

For the convenience of readers, the independent auditors� report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors� report and parent company only financial statements shall prevail.

12

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 24)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 7)
Notes receivable, net (Notes 4 and 8)
Accounts receivable, net (Notes 4 and 8)
Accounts receivable from related parties, net (Notes 4 and 24)
Other receivables
Inventories (Notes 4, 5, 9 and 25)
Prepayments
Other current assets
Incremental costs of obtaining contracts - current (Notes 4 and 18)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7)
Investments accounted for using equity method (Notes 4 and 10)
Property, plant and equipment (Notes 4, 11 and 19)
Right-of-use assets (Notes 4, 12, 19 and 24)
Investment property, net (Notes 4, 13, 19 and 25)
Intangible assets (Notes 4 and 19)
Deferred tax assets (Notes 4 and 20)
Other non-current assets (Notes 14 and 24)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 4, 15 and 24)
Short-term bills payable (Notes 4 and 15)
Contract liabilities - current (Note 18)
Notes payable
Accounts payable
Accounts payable to related parties (Note 24)
Other payables
Current tax liabilities (Notes 4 and 20)
Lease liabilities - current (Notes 4, 12 and 24)
Current portion of long-term borrowings (Notes 4 and 15)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 4 and 15)
Deferred tax liabilities (Notes 4 and 20)
Lease liabilities - non-current (Notes 4, 12 and 24)
Other non-current liabilities (Note 24)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4 and 17)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity
TOTAL		 2024 2023
Amount
%
$ 4,159,970
6
4,037,768
6
2,819
-
382,150
1
-
-
182,018
-
38,602,281
54
145,497
-
123,013
-
1,231,187
2
48,866,703
69
486,116
1
7,115,906
10
94,564
-
10,847
-
13,514,346
19
4,998
-
376,096
-
606,123
1
22,208,996
31
$ 71,075,699
100
$ 12,207,000
17
-
-
8,264,483
12
62,199
-
1,125,653
2
2,292,597
3
211,652
-
3,584
-
10,666
-
8,652,000
12
60,369
-
32,890,203
46
9,705,567
14
10,049
-
-
-
206,255
-
9,921,871
14
42,812,074
60
11,595,611
16
182,880
-
5,033,776
7
504,189
1
9,201,124
13
14,739,089
21
1,746,045
3
28,263,625
40
$ 71,075,699
100		 Amount
%
$ 3,110,974
5
2,926,542
4
21,913
-
691,127
1
320
-
2,439
-
39,180,977
59
127,916
-
30,526
-
1,196,906
2
47,289,640
71
493,512
1
7,347,224
11
91,738
-
31,817
-
10,320,232
15
4,774
-
369,310
1
862,478
1
19,521,085
29
$ 66,810,725
100
$ 9,825,000
15
1,498,104
2
6,202,748
9
8,639
-
1,005,586
2
1,375,404
2
210,702
-
77,851
-
20,968
-
7,580,000
12
89,849
-
27,894,851
42
12,380,241
19
10,049
-
10,666
-
205,573
-
12,606,529
19
40,501,380
61
11,595,611
17
118,406
-
4,831,727
7
504,189
1
8,824,081
13
14,159,997
21
435,331
1
26,309,345
39
$ 66,810,725
100

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

(With Deloitte & Touche auditors� report dated March 12, 2025)

13

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 18 and 24)
OPERATING COSTS (Notes 4, 9, 19 and 24)
GROSS PROFIT
REALIZED SALES PROFIT
NET GROSS PROFIT
OPERATING EXPENSES (Notes 4, 19 and 24)
General and administrative expenses
Expected credit loss (gain)
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Other gains and losses (Note 19)
Finance costs (Notes 4, 19 and 24)
Share of profit or loss of subsidiaries, associates and
joint ventures (Note 10)
Interest income (Notes 19 and 24)
Dividend income
Other income, net (Note 24)
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 20)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to
profit or loss:		 2024 2023
Amount
%
$ 13,081,648
100
(10,188,318)
(78)
2,893,330
22
41
-
2,893,371
22
1,200,908
9
1
-
1,200,909
9
1,692,462
13
(16,405)
-
(287,856)
(2)
276,954
2
27,700
-
132,477
1
146,311
1
279,181
2
1,971,643
15
(394,243)
(3)
1,577,400
12		 Amount
%
$ 6,829,160
100
(4,538,110)
(66)
2,291,050
34
41
-
2,291,091
34
607,880
9
(1)
-
607,879
9
1,683,212
25
(51,530)
(1)
(249,250)
(4)
690,420
10
34,278
1
61,287
1
71,793
1
556,998
8
2,240,210
33
(75,773)
(1)
2,164,437
32

(Continued)

14

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Remeasurement of defined benefit plans (Notes 4
and 16)
Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income (Notes 4, 17 and 23)
Share of the other comprehensive income (loss) of
subsidiaries and associates accounted for using
equity method (Notes 4, 10 and 17)
Income tax related to items that will not be
reclassified subsequently to profit or loss (Notes
4 and 20)
Items that may be reclassified subsequently to profit
or loss:
Share of the other comprehensive income of
subsidiaries and associates accounted for using
the equity method (Notes 4, 10 and 17)

Other comprehensive income for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 21)
Basic
Diluted		 2024 2023


Amount
%
3,506
-
1,441,275 11
27,534
-
(701)
-
353

-

1,471,967
11

$ 3,049,367
23

$ 1.36
$ 1.36





Amount
%

(421)
-

213,675
3

(180)
-

84
-
81

-
213,239

3
$ 2,377,676
35
$ 1.87
$ 1.87


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

(With Deloitte & Touche auditors� report dated March 12, 2025)

(Concluded)

15

Total Equity $ 24,602,253 - (579,781 ) (96,857 ) 6,054 2,164,437 213,239 213,239 2,377,676 2,377,676 26,309,345 26,309,345 - (1,159,561 ) 62,619 1,855 1,577,400 1,471,967 1,471,967 3,049,367 3,049,367 - $ 28,263,625 $ 28,263,625
(Loss) Gain Gain on Property Revaluation $ - - - - - - 3,706 3,706 3,706 - - - - - (3,706) (3,706) - $ -
Loss on Hedging Instruments $ - - - - - - - - - - - - - - (40) (40) - $ (40 )
Other Equity Remeasurements of Defined Benefit Plans $ (2,992 ) - - - - - 3,250 3,250 258 - - - - - 20,312 20,312 - $ 20,570
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ 224,652 - - - - - 206,202 206,202 430,854 - - - - - 1,455,008 1,455,008 (161,253) $ 1,724,609
Exchange Differences on Translation of Foreign Operations $ 432 - - - - - 81 81 513 - - - - - 393 393 - $ 906
Total $ 12,719,288 - (579,781 ) (143,947 ) - 2,164,437 - 2,164,437 14,159,997 - (1,159,561 ) - - 1,577,400 - 1,577,400 161,253 $ 14,739,089
Retained Earnings Unappropriated Special Reserve
Earnings		 $ 504,189
$ 7,491,441		 -
(108,069 )		 -
(579,781 )		 -
(143,947 )		 -
-		 -
2,164,437		 -
-		 -
2,164,437		 504,189
8,824,081		 -
(202,049 )		 -
(1,159,561 )		 -
-		 -
-		 -
1,577,400		 -
-		 -
1,577,400		 -
161,253		 $ 504,189
$ 9,201,124
Legal Reserve $ 4,723,658 108,069 - - - - - - 4,831,727 202,049 - - - - - - - $ 5,033,776
Capital Surplus $ 65,262 - - 47,090 6,054 - - - 118,406 - - 62,619 1,855 - - - - $ 182,880
Share Capital $ 11,595,611 - - - - - - - 11,595,611 - - - - - - - - $ 11,595,611
BALANCE AT JANUARY 1, 2023 Appropriation of 2022 earnings Legal reserve Cash dividends of ordinary share Change in equity of subsidiaries and associates accounted for using equity method Other changes in capital surplus Net profit for the year ended December 31, 2023 Other comprehensive income for the year ended December 31, 2023 Total comprehensive income for the year ended December 31, 2023 BALANCE AT DECEMBER 31, 2023 Appropriation of 2023 earnings Legal reserve Cash dividends of ordinary share Change in equity of subsidiaries and associates accounted for using equity method Other changes in capital surplus Net profit for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024 Total comprehensive income for the year ended December 31, 2024 Disposal of investments in equity instruments at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2024

16

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss (gain)
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries associates and joint ventures
Gain on disposal of property, plant and equipment, net
Loss on disposal of investment property
Impairment loss recognized on non-financial assets
Changes in operating assets and liabilities
Notes receivable
Accounts receivable
Accounts receivable from related parties
Other receivables
Inventories
Prepayments
Other current assets
Incremental costs of obtaining a contract
Other operating assets
Contract liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Cash generated from (uesd in) operations
Interest received
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceed from sale of financial assets at fair value through other
comprehensive income
Acquisition of investments accounted for using equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for intangible assets
Other non-current assets
Dividends received		 2024 2023
$ 1,971,643
275,398
2,869
1
287,856
(27,700)
(132,477)
(276,954)
(8,109)
15,586
-
19,094
308,976
320
370
(2,300,402)
(17,581)
(92,487)
(34,281)
(122,271)
2,061,735
53,560
120,067
917,193
36,270
(29,480)
3,029,196
27,800
(475,997)
2,580,999
157,396
(127,500)
(53,333)
33,668
(1,407)
236,950
858,755		 $ 2,240,210
206,582
3,201
(1)
249,250
(34,278)
(61,287)
(690,420)
(2,814)
-
52,089
16,053
(687,055)
1,145
8,860
(5,079,587)
(52,835)
(3,125)
(186,206)
89,057
702,639
(32,970)
274,110
715,928
(252,182)
56,887
(2,466,749)
34,142
(35,971)
(2,468,578)
-
(172,800)
(18,624)
9,334
(2,752)
306,347
538,179

(Continued)

17

CATHAY REAL ESTATE DEVELOPMENT CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Net cash generated from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Decrease in short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Repayments of the principal portion of lease liabilities
Other non-current liabilities
Distribution of cash dividends
Interest paid
Other financing activities
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		 2024 2023
1,104,529
2,382,000
(1,498,104)
3,043,428
(4,669,692)
(20,968)
4,188
(1,159,561)
(708,255)
(9,568)
(2,636,532)
1,048,996
3,110,974
$ 4,159,970		 659,684
(1,975,000)
(496,476)
5,898,691
(4,360,000)
(23,410)
18,067
(579,781)
(650,376)
(1,663)
(2,169,948)
(3,978,842)
7,089,816
$ 3,110,974

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

(With Deloitte & Touche auditors� report dated March 12, 2025)

(Concluded)

18

INDEPENDENT AUDITORS� REPORT

The Board of Directors and Shareholders Cathay Real Estate Development Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Cathay Real Estate Development Co., Ltd. (the �company�) and its subsidiaries (collectively referred to as the �Group�), which comprise the consolidated balance sheets as of December 31, 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the �consolidated financial statements�).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors� Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in the Group�s consolidated financial statements for the year ended December 31, 2024 are stated as follows:

Valuation of Construction Land

The Group is engaged in property development and real estate transactions. The net realizable value of

19

construction land may be affected by fluctuations in real estate market prices. Construction land is measured at the lower of cost or net realizable value, and the assessment of the net realizable value of construction land is based on the significant judgment of the management and accounting estimates. Therefore, we consider the valuation of construction land as a key audit matter for the year then ended December 31, 2024. For the relevant accounting policies, accounting estimates, assumptions, uncertainties and note disclosures, please refer to Notes 4, 5, and 9 of the consolidated financial statements.

Our audit procedures for the abovementioned key audit matters included the following:

  1. We obtained and assessed the reasonableness of the valuation methodology and data used by the management when evaluating construction land.

  2. We sampled and evaluated the reasonableness of the net realizable value assessment results of construction land as of the balance sheet date and confirmed that the construction land was measured at the lower of cost and net realizable value.

Recognition of Construction Revenue

The Company's subsidiary engages in construction contracting activities, and its revenue is recognized based on the estimated percentage of completion and the total price of the construction contract. As the estimates are required to be made with reference to internal and external documents during the calculation of the percentage of completion of construction, the calculation of the percentage of completion is considered complex due to the internal and external information and the management�s estimation in the calcuation. Therefore, we considered the accuracy of construction revenue a key audit matter. For the relevant accounting policies, accounting estimates, assumptions, uncertainties and note disclosures, please refer to Notes 4, 5, and 19 of the consolidated financial statements.

Our audit procedures for the abovementioned key audit matter included the following:

  1. We obtained an understanding of and tested the design and operating effectiveness of the internal controls related to the estimation of the percentage of completion and the accuracy of construction revenue recognized.

  2. We evaluated and confirmed that the accounting policies on the estimation of the percentage of completion were consistently applied.

  3. We performed tests of the details of on-going construction contracts at the end of the year and confirmed the accuracy of construction revenue recognized.

Other Matter

Among the investments accounted for using equity method included in the Group�s consolidated financial statements, we did not audit the financial statements for the year ended December 31, 2024 of Symphox Information Co., Ltd. and San Hsiung Fongshan Lalaport Co., Ltd. Therefore, in our expression of an opinion on the Group�s consolidated financial statements, those investments and share of profits are based on the audit report of other accountants. The investment accounted for using equity method audited by other accountants as of December 31, 2024 amounted to NT$591,938 thousand, representing 0.66% of the total assets. For the year ended December 31, 2024, the share of profits or losses from these investees amounted to NT$ (80,545) thousand, representing (3.89)% of the profit before income tax.

The Group�s consolidated financial statements for the year ended December 31, 2023 were audited by other accountant, who issued an unmodified opinion with an other matter paragraph on March 14, 2024.

We have also audited the parent company only financial statements of Cathay Real Estate Development

20

Co., Ltd. as of and for the years ended December 31, 2024, on which we have issued an unmodified opinion with other matter paragraph.

The parent company only financial statements of Cathay Real Estate Development Co., Ltd. as of and for the years ended December 31, 2023 were audited by other accountant, who issued an unmodified opinion with an other matter paragraph on March 14, 2024.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group�s financial reporting process.

Auditors� Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group�s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management�s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or

21

conditions that may cast significant doubt on the Group�s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors� report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors� report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors� report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors� report are Shu-Wan Lin and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 12, 2025

Notice to Readers

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

For the convenience of readers, the independent auditors� report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors� report and consolidated financial statements shall prevail.

22

CATHAY REAL ESTATE DEVELOPMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6
nd 25)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 7)
Contract assets - current (Note 19)
Notes receivable, net (Notes 4 and 8)
Accounts receivable, net (Notes 4 and 8)
Accounts receivable from related parties, net (Notes 4 and 25)
Other receivables
Current tax assets (Notes 4 and 21)
Inventories (Notes 4, 5, 9 and 26)
Prepayments
Other current assets (Notes 25)
Incremental costs of obtaining contracts - current (Notes 4 and 19)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7)
Investments accounted for using equity method (Notes 4 and 11)
Property, plant and equipment (Notes 4, 12 and 20)
Right-of-use assets (Notes 4, 13, 20 and 25)
Investment property, net (Notes 4, 14, 20 and 26)
Intangible assets (Notes 4 and 20)
Deferred tax assets (Notes 4 and 21)
Other non-current assets (Notes 15 and 25)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 4, 16 and 25)
Short-term bills payable (Notes 4 and 16)
Contract liabilities - current (Notes 4 and 19)
Notes payable
Accounts payable
Accounts payables to related parties (Note 25)
Other payables
Current tax liabilities (Notes 4 and 21)
Lease liabilities - current (Notes 4, 13 and 25)
Current portion of long-term borrowings (Notes 4 and 16)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 4 and 16)
Deferred tax liabilities (Notes 4 and 21)
Lease liabilities - non-current (Notes 4, 13 and 25)
Other non-current liabilities (Notes 17 and 25)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 18)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the Company
NON-CONTROLLING INTERESTS
Total equity
TOTAL
The accompanying notes are an integral part of the consolidated financial statements.		 2024 2023
Amount
%
$ 6,775,388
8
4,037,768
5
22,249
-
3,757
-
1,027,787
1
20,743
-
218,121
-
2,148
-
49,511,444
55
445,207
1
213,885
-
1,880,371
2
64,158,868
72
498,270
1
2,025,741
2
4,358,546
5
4,038,435
4
12,591,682
14
54,158
-
498,996
1
1,184,267
1
25,250,095
28
$ 89,408,963
100
$ 13,216,400
15
838,539
1
12,473,835
14
98,300
-
2,145,395
2
4,577
-
994,131
1
130,547
-
428,876
1
10,347,531
12
292,486
-
40,970,617
46
12,375,567
14
43,798
-
5,277,143
6
234,389
-
17,930,897
20
58,901,514
66
11,595,611
13
182,880
-
5,033,776
6
504,189
1
9,201,124
10
14,739,089
17
1,746,045
2
28,263,625
32
2,243,824
2
30,507,449
34
$ 89,408,963
100		 Amount
%
$ 5,067,592
6
2,926,542
4
171,423
-
22,469
-
1,281,264
2
14,153
-
82,685
-
1,025
-
48,205,258
59
365,780
-
62,754
-
1,406,064
2
59,607,009
73
505,324
1
2,033,316
2
4,559,240
6
4,286,906
5
9,155,140
11
51,271
-
414,391
-
1,409,159
2
22,414,747
27
$ 82,021,756
100
$ 10,466,600
13
2,579,334
3
7,596,155
9
23,177
-
2,116,610
3
3,281
-
995,669
1
224,512
-
433,695
1
7,580,000
9
190,207
-
32,209,240
39
15,741,295
19
40,898
-
5,254,109
7
243,964
-
21,280,266
26
53,489,506
65
11,595,611
14
118,406
-
4,831,727
6
504,189
-
8,824,081
11
14,159,997
17
435,331
1
26,309,345
32
2,222,905
3
28,532,250
35
$ 82,021,756
100

(With Deloitte & Touche auditors� report dated March 12, 2025)

23

CATHAY REAL ESTATE DEVELOPMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 5, 19 and 25)
OPERATING COSTS (Notes 4, 9, 20 and 25)
GROSS PROFIT
OPERATING EXPENSES (Notes 4, 20 and 25)
General and administrative expenses
Expected credit loss (Note 8)
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Other gains and losses (Notes 4 and 20)
Finance costs (Notes 4, 20 and 25)
Share of profit or loss of associates and joint
ventures (Notes 4 and 11)
Interest income (Notes 4, 20 and 25)
Dividend income
Other income, net
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
INCOME TAX EXPENSE (Notes 4 and 21)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Notes 4
and 17)		 2024 2023
Amount
%
$ 23,858,689
100
(18,728,117)
(79)
5,130,572
21
2,688,241
11
8,543
-
2,696,784
11
2,433,788
10
(88,613)
-
(493,991)
(2)
(16,023)
-
48,821
-
132,477
1
55,720
-
(361,609)
(1)
2,072,179
9
(539,949)
(2)
1,532,230
7
28,253
-		 Amount
%
$ 15,480,974
100
(11,120,260)
(72)
4,360,714
28
1,788,104
11
48
-
1,788,152
11
2,572,562
17
(117,986)
(1)
(444,975)
(3)
277,260
2
48,290
-
61,297
-
78,772
1
(97,342)
(1)
2,475,220
16
(255,235)
(2)
2,219,985
14
4,015
-
(Continued)

24

CATHAY REAL ESTATE DEVELOPMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income (Notes 4, 18 and 24)
Share of the other comprehensive income of
associates and joint ventures accounted for
using equity method (Notes 4, 11 and 18)
Income tax related to items that will not be
reclassified subsequently to profit or loss (Notes
4 and 21)
Items that may be reclassified subsequently to profit
or loss:
Share of the other comprehensive income of
associates and joint ventures accounted for
using equity method (Notes 4, 11 and 18)
Other comprehensive income for the year, net of
income tax
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests (Note 18)
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company
Non-controlling interests (Note 18)
EARNINGS PER SHARE (Note 22)
Basic
Diluted		 2024 2023
Amount
%
1,441,617
6
9,045
-
(5,651)
-
353
-
1,473,617
6
$ 3,005,847
13
$ 1,577,400
6
(45,170)
-
$ 1,532,230
6
$ 3,049,367
13
(43,520)
-
$ 3,005,847
13
$ 1.36
$ 1.36		 Amount
%
207,415
2
2,528
-
(803)
-
81
-
213,236
2
$ 2,433,221
16
$ 2,164,437
14
55,548
-
$ 2,219,985
14
$ 2,377,676
15
55,545
1
$ 2,433,221
16
$ 1.87
$ 1.87


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

(With Deloitte & Touche auditors� report dated March 12, 2025)

(Concluded)

25

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)		 Equity Attributable to Owners of the Company
Other Equity
Retained Earnings
Exchange
Differences on
Translation of
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other Remeasurements
Loss
Gain (Loss) on
Share Capital
Capital Surplus
Legal Reserve
Special Reserve
Unappropriated
Earnings
Total
Foreign
Operations
Comprehensive
Income
of Defined
Benefit Plans
on Hedging
Instruments
Property
Revaluation
Total
Non-controlling
Interests
Total Equity
BALANCE AT JANUARY 1, 2023
$ 11,595,611
$ 65,262
$ 4,723,658
$ 504,189
$ 7,491,441
$ 12,719,288
$ 432
$ 224,652
$ (2,992 )
$ -
$ -
$ 24,602,253
$ 2,155,682
$ 26,757,935
Appropriation of 2022 earnings
Legal reserve
-
-
108,069
-
(108,069 )
-
-
-
-
-
-
-
-
-
Cash dividends of ordinary shares
-
-
-
-
(579,781 )
(579,781 )
-
-
-
-
-
(579,781 )
-
(579,781 )
Chang in equity of associates and joint
ventures
-
47,090
-
-
(143,947 )
(143,947 )
-
-
-
-
-
(96,857 )
-
(96,857 )
Other changes in capital surplus
-
6,054
-
-
-
-
-
-
-
-
-
6,054
-
6,054
Net profit for the year ended December 31,
2023
-
-
-
-
2,164,437
2,164,437
-
-
-
-
-
2,164,437
55,548
2,219,985
Other comprehensive income for the year
ended December 31, 2023
-
-
-
-
-
-
81
206,202
3,250
-
3,706
213,239
(3)
213,236
Total comprehensive income for the year
ended December 31, 2023
-
-
-
-
2,164,437
2,164,437
81
206,202
3,250
-
3,706
2,377,676
55,545
2,433,221
Increase in non-controlling interests
-
-
-
-
-
-
-
-
-
-
-
-
11,678
11,678
BALANCE AT DECEMBER 31, 2023
11,595,611
118,406
4,831,727
504,189
8,824,081
14,159,997
513
430,854
258
-
3,706
26,309,345
2,222,905
28,532,250
Appropriation of 2023 earnings
Legal reserve
-
-
202,049
-
(202,049 )
-
-
-
-
-
-
-
-
-
Cash dividends of ordinary shares
-
-
-
-
(1,159,561 )
(1,159,561 )
-
-
-
-
-
(1,159,561 )
-
(1,159,561 )
Chang in equity of associates and joint
ventures
-
62,619
-
-
-
-
-
-
-
-
-
62,619
-
62,619
Other changes in capital surplus
-
1,855
-
-
-
-
-
-
-
-
-
1,855
-
1,855
Net profit for the year ended December 31,
2024
-
-
-
-
1,577,400
1,577,400
-
-
-
-
-
1,577,400
(45,170 )
1,532,230
Other comprehensive income for the year
ended December 31, 2024
-
-
-
-
-
-
393
1,455,008
20,312
(40)
(3,706)
1,471,967
1,650
1,473,617
Total comprehensive income for the year
ended December 31, 2024
-
-
-
-
1,577,400
1,577,400
393
1,455,008
20,312
(40)
(3,706)
3,049,367
(43,520)
3,005,847
Increase in non-controlling interests
-
-
-
-
-
-
-
-
-
-
-
-
64,439
64,439
Disposal of investments in equity
instruments at fair value through other
comprehensive income
-
-
-
-
161,253
161,253
-
(161,253)
-
-
-
-
-
-
BALANCE AT DECEMBER 31, 2024
$ 11,595,611
$ 182,880
$ 5,033,776
$ 504,189
$ 9,201,124
$ 14,739,089
$ 906
$ 1,724,609
$ 20,570
$ (40 )
$ -
$ 28,263,625
$ 2,243,824
$ 30,507,449

26

CATHAY REAL ESTATE DEVELOPMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Dividend income
Share of (loss) profit of associates and joint ventures
(Gain) Loss on disposal of property, plant and equipment, net
Loss on disposal of investment property
Loss on disposal of intangible assets
Impairment loss recognized on financial assets
Impairment loss recognized on non-financial assets
Changes in operating assets and liabilities
Contract assets
Notes receivable
Accounts receivable
Accounts receivable from related parties
Other receivables
Inventories
Prepayments
Other current assets
Incremental costs of obtaining contracts
Other operating assets
Contract liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Cash generated from (used in) operations
Interest received
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceed from sale of financial assets at fair value through other
comprehensive income
Acquisition of investments accounted for using equity mthod
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for intangible assets		 2024 2023
$ 2,072,179
1,096,440
18,669
8,543
493,991
(48,821)
(132,477)
16,023
(34,809)
16,244
-
32,750
-
149,174
18,712
244,934
(6,590)
11,726
(4,077,273)
(79,427)
(143,907)
(474,307)
(122,271)
4,877,680
75,123
28,785
1,296
55,361
102,279
4,200,027
48,958
(722,393)
3,526,592
157,396
-
(252,391)
79,089
(19,734)		 $ 2,475,220
1,022,593
22,499
48
444,975
(48,290)
(61,297)
(277,260)
48,712
-
5
-
52,089
208,058
16,270
(823,296)
4,884
(2,234)
(6,499,101)
66,369
61,039
(186,207)
89,058
968,668
(32,797)
845,732
(45,186)
(126,447)
36,376
(1,739,520)
47,948
(269,577)
(1,961,149)
-
(54,000)
(272,326)
9,599
(26,477)
(Continued)

27

CATHAY REAL ESTATE DEVELOPMENT CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Decrease in other non-current assets
Dividends received
Net cash generated from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Decrease in short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Repayments of the principal portion of lease liabilities
Increase in other non-current liabilities
Distribution of cash dividends
Interest paid
Changes in non-controlling interests
Other financing activities
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		 2024 2023
207,173
196,046
367,579
2,749,800
(1,740,795)
7,043,674
(7,691,691)
(439,593)
18,678
(1,159,561)
(1,021,758)
64,439
(9,568)
(2,186,375)
1,707,796
5,067,592
$ 6,775,388		 301,970
80,561
39,327
(1,978,400)
(1,515,279)
7,884,295
(6,330,000)
(437,070)
16,685
(579,781)
(925,208)
11,678
-
(3,853,080)
(5,774,902)
10,842,494
$ 5,067,592

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors� report dated March 12, 2025) (Concluded)

28

(2) Acknowledgement of Proposal for 2024 Earnings Distribution.

[Proposed by the Board of Directors]

Explanation:

  1. The Company’s 2024 Earnings Distribution, according to Article 27 of the Articles of Incorporation, is scheduled to distribute NT$ 1 cash dividend per share, and the undistributed profit from the most recent years shall be distributed first.

  2. Upon resolution at the annual meeting of the shareholders, the board of directors is authorized to set the ex-dividend date and adjust the dividend yield based on actual circumstances.

  3. For table of Earnings Distribution please refer to page 30 of this handbook.

Resolution:

29

Cathay Real Estate Development Co., Ltd. Earnings Distribution Table of the 2024

Unit: NT$ Dollar

Unit: NT$ Dolla
Item Amount
Retained earnings at the beginning 7,462,470,841
Add: Net income of 2024 1,577,400,021
Add:Disposal of investments in equity
instruments at fair value through other
comprehensive income		 161,253,433
Less: Legal reserves (173,865,345)
Distributable earnings 9,027,258,950
Distributable items:
Shareholders' dividends - Cash 1,159,561,059
Unappropriated retained earnings 7,867,697,891
Note:
For the Earnings Distribution, NT$ 1 cash dividend is to be
distributed per share, where undistributed earnings from the
most recentyears shall be distributed first.

Chairman: Ching-kuei Chang President: Hung-Ming Lee Chief Accountant: Yi-Chun Chang

30

3. Matters for Discussion

(1) Discussion on the amendments of the Articles of Incorporation.

[Proposed by the Board of Directors]

Explanation:

  1. To accommodate the adjustment of company operations and the addition of Article 14, Paragraph 6 of the Securities and Exchange Act by the Financial Supervisory Commission, requiring listed companies to clearly specify the proportion of employee compensation to be distributed to non-executive employees, it is proposed to amend the Company's "Articles of Incorporation. "

  2. For the amendment comparison table, please refer to page 32 to 34 of this handbook.

Resolution:

31

Cathay Real Estate Development Co., Ltd.

Comparison Table of Amendment to the Articles of

Incorporation

Incorporation
Amended Articles Current Articles Explanation
Article2
The Company's business
scopes are as follows:
1.F208031 Retail Sale of
Medical Equipment.
(2.-15. omitted)
16. I103060 Management
Consulting Services.
17. I199990 Other
Consultancy.
18. ZZ99999All business
items that are not
prohibited or restricted by
operation acts, except
those that are subject to
approval.
The operations of the
above businesses shall be
conducted in accordance
with the relevant laws and
regulations.		 Article2
The Company's business
scopes are as follows:
1.F208031 Retail Sale of
Medical Equipment.
(2.-15. omitted)
16.H704041 Real Estate
Agency Brokerage.
17. I103060 Management
Consulting Services.
18. I199990 Other
Consultancy.
19. ZZ99999All business
items that are not
prohibited or restricted by
operation acts, except
those that are subject to
approval.
The operations of the
above businesses shall be
conducted in accordance
with the relevant laws and
regulations.		 Deleted to align with
business needs and
the item numbering
adjusted accordingly.
Article 7
The registered capital of
the Company is NT$20
billion, divided into 2
billion shares with a par
value of NT$10. The
board of directors is
authorized to issue the		 Article 7
The registered capital of
the Company is NT$20
billion, divided into 2
billion shares with a par
value of NT$10. The
board of directors is
authorized to issue the		 In accordance with
business flexibility.

32

Amended Articles Current Articles Explanation
shares in installments.
When the Company issues
new shares and legally
reserves shares for
employee subscription, the
employees who may
subscribe to the shares
include employees of
subsidiaries who meet
certain conditions.		 shares in installments.
Article 27
The Company is moving
towards diversified
investments to increase
profitability in response to
changing economic
conditions and market
environments. After
consideration for future
capital requirements and
long-term financial
planning, the Company’s
dividend policy follows a
residual dividend policy,
aiming for steady growth
and sustainable operations.
If there is a surplus in the
fiscal year, the Company
shall set aside a percentage
between 0.1% and 1% as
employees’
compensation,(of which
no less than fifty percent
shall be distributed to
non-executive employees,
and the remainder shall be		 Article 27
The Company is moving
towards diversified
investments to increase
profitability in response
to changing economic
conditions and market
environments. After
consideration for future
capital requirements and
long-term financial
planning, the Company’s
dividend policy follows a
residual dividend policy,
aiming for steady growth
and sustainable
operations.
If there is a surplus in the
fiscal year, the Company
shall set aside a
percentage between 0.1%
and 1% as employees’
compensation, and no
more than 1% as
directors’ compensation.
However,the Company’s		 In response to the
addition of Article
14, Paragraph 6 of
the Securities and
Exchange Act by the
Financial
Supervisory
Commission,
requiring listed
companies to clearly
specify the
proportion of
employee
compensation to be
distributed to
non-executive
employees.

33

Amended Articles Current Articles Explanation
distributed to executive
employees )and no more
than 1% as directors’
compensation. However,
the Company’s
accumulated losses, if any,
shall first be covered.
(The following is
omitted.)		 accumulated losses, if
any, shall first be
covered.
(The following is
omitted.)
Article 29
The Articles of
Incorporation were
established on 14
September 1964, and the
1st amendment was
made on 27 February
1965 (further details are
omitted below), the 47th
amendment on June 14,
2024,and the 48th
amendment on June 13,
2025.		 Article 29
The Articles of
Incorporation were
established on 14
September 1964, and the
1st amendment was
made on 27 February
1965 (further details are
omitted below) , and the
47th amendment on June
14, 2024.		 In coordination with
the revision of this
chapter, the date of
this revision is
added.

34

(2) Discussion on the amendment of the Company's Procedures for Lending Funds and Making Endorsements/Guarantees

[Proposed by the Board of Directors]

Explanation:

  1. In response to organizational changes in the Operation Management Department in 2024, and to accurately reflect the responsible units, it is proposed to amend the Company's Procedures for Lending Funds and Making Endorsements and Guarantees.

  2. For the amendment comparison table, please refer to page 36 to 48 of this handbook.

Resolution:

35

Cathay Real Estate Development Co., Ltd. Comparison Table of Amendments to the Procedures for Lending Funds and Making Endorsements and Guarantees

Guarantees
Amended Articles Current Articles Explanation
Article7
The Company's
procedures for handling
fund lending operations:
1. Credit Investigation
and Review
The Company's handling
of fund lending matters
requires the borrowing
party to first attach the
necessary information and
the most recent financial
statements and submit a
written application for the
loan amount to the
Company's responsible
management unit.
After receiving the
application, the
Company's responsible
management unit will first
conduct an assessment and
investigation of the
borrower, including
explaining the relevant
funding content, necessity
and reasonableness, risk
assessment results, as well
as the impact of the fund
lendingon the Company's		 Article7
The Company's
procedures for handling
fund lending operations:
1. Credit Investigation
and Review
The Company's handling
of fund lending matters
requires the borrowing
party to first attach the
necessary information and
the most recent financial
statements and submit a
written application for the
loan amount to the
Company's responsible
management unit.
After receiving the
application, the
Company's responsible
management unit will
forward it to theOperation
Management Department
to first conduct an
assessment and
investigation of the
borrower, including
explaining the relevant
funding content, necessity
and reasonableness,risk		 Text adjusted to align
with organizational
changes in the
Company's
Operation
Management
Department.

36

Amended Articles Current Articles Explanation
operational risks, financial
condition, and
shareholders' equity.
Collateral shall be
obtained when necessary.
2.
Credit Approval
For the Company's
handling of fund lending
matters, after evaluation
by the Company's
responsible management
unitaccording to the
aforementioned
procedures, the matter
shall be submitted to the
Chairman for approval
and then to the Board of
Directors for resolution
before implementation.
This authority may not be
delegated to any other
person.
3.
Creditor Protection
When the Company
handles fund lending
matters, except for
subsidiaries in which the
Company directly or
indirectly holds more than
fifty percent of the voting
shares, the Company shall
obtain a promissory note
of equal amount as
collateral. When
necessary, a pledge or
mortgage on movable or
immovableproperty		 assessment results, as well
as the impact of the fund
lending on the Company's
operational risks, financial
condition, and
shareholders' equity.
Collateral shall be
obtained when necessary.
2.
Credit Approval
When the Company
handles fund lending
matters, after evaluation
by the Company's
Operation Management
Departmentaccording to
the aforementioned
procedures, it shall be
submitted to the Chairman
for approval. The
responsible management
unitshall then submit it to
the Board of Directors for
resolution before
implementation. This
authority may not be
delegated to any other
person.
3.
Creditor Protection
When the Company
handles fund lending
matters, except for
subsidiaries in which the
Company directly or
indirectly holds more than
fifty percent of the voting
shares, the Company shall
obtain apromissorynote

37

Amended Articles Current Articles Explanation
should be established.
However, if the borrower
provides a guarantee from
an individual or company
with adequate financial
capability and credit
instead of providing
collateral, the Board of
Directors may make a
resolution after
considering the evaluation
report from the
responsible management
unit.When a company
serves as guarantor,
attention should be paid to
whether that company's
articles of incorporation
include provisions
allowing it to provide
external guarantees.		 of equal amount as
collateral. When
necessary, a pledge or
mortgage on movable or
immovable property
should be established.
However, if the borrower
provides a guarantee from
an individual or company
with adequate financial
capability and credit
instead of providing
collateral, the Board of
Directors may proceed
based on the evaluation
report from theOperation
Management Department.
When a company serves
as guarantor, attention
should be paid to whether
that company's articles of
incorporation include
provisions allowing it to
provide external
guarantees.
Article 9
Follow-up Control
Measures for Amounts
Already Loaned by the
Company and Procedures
for Handling Overdue
Claims:
1. Control Measures
(I) After the loan is
disbursed, the responsible
management unit shall
regularlymonitor the		 Article 9
Follow-up Control
Measures for Amounts
Already Loaned by the
Company and Procedures
for Handling Overdue
Claims:
1. Control Measures
(I) After the loan is
disbursed, theresponsible
management unitshall
regularlymonitor the		 Text adjusted to align
with organizational
changes in the
Company's
Operation
Management
Department.

38

Amended Articles Current Articles Explanation
financial and business
conditions and relevant
credit status of the
borrower and guarantor. If
collateral is provided, it
shall be kept by the
responsible management
unit, which shall also pay
attention to any changes in
the value of such
collateral. In case of
significant changes, they
shall immediately report
to the Chairman and take
appropriate action as
instructed.
(II) When a loan is repaid
at or before maturity, the
responsible management
unitmust first calculate
the interest due and collect
it together with the
principal before canceling
any promissory notes and
other loan documents and
returning them to the
borrower or proceeding
with the cancellation of
mortgages.		 financial and business
conditions and relevant
credit status of the
borrower and guarantor. If
collateral is provided, it
shall be kept by the
responsible management
unit, which shall also pay
attention to any changes in
the value of such
collateral. In case of
significant changes, they
shall immediately report
to the Chairman and take
appropriate action as
instructed.
(II) When a loan is repaid
at or before maturity, the
Operation Management
Departmentmust first
calculate the interest due
and collect it together with
the principal before
canceling any promissory
notes and other loan
documents and returning
them to the borrower or
proceeding with the
cancellation of mortgages.
Article 10
For the lending of funds
between the Company and
its subsidiaries, or
between subsidiaries, the
responsible management
units ofeach company
shall submit the matter to		 Article 10
For the lending of funds
between the Company and
its subsidiaries, or
between subsidiaries, the
responsible management
units shall submit the
matter to the Board of		 Text revised to
ensure clarity

39

Amended Articles Current Articles Explanation
the Board of Directors for
resolution in accordance
with the operating
procedures of each
lending company. The
Board may authorize the
Chairman to make
multiple disbursements or
to implement a revolving
credit line to the same
borrower within a certain
amount resolved by the
Board of Directors and for
a period not exceeding one
year.
The 'certain amount'
mentioned in the
preceding paragraph,
except for cases that
comply with Article 6,
Paragraph 2, shall not
exceed 10% of the net
worth as stated in the
latest financial statements
of the lending company,
whether it is the Company
or a subsidiary making the
loan to a single enterprise.		 Directors for resolution in
accordance with the
operating procedures of
each lending company.
The Board may authorize
the Chairman to make
multiple disbursements or
to implement a revolving
credit line to the same
borrower within a certain
amount resolved by the
Board of Directors and for
a period not exceeding one
year.
The 'certain amount'
mentioned in the
preceding paragraph,
except for cases that
comply with Article 6,
Paragraph 2, shall not
exceed 10% of the net
worth as stated in the
latest financial statements
of the lending company,
whether it is the Company
or a subsidiary making the
loan to a single enterprise.
Article 11
When the Company
handles fund lending
matters, theresponsible
management unitshall
establish a reference book,
to include details such as
the borrower, amount, date
of approval bythe Board		 Article 11
When the Company
handles fund lending
matters, theOperation
Management Department
shall establish a reference
book, to include details
such as the borrower,
amount,date of approval		 Text adjusted to align
with organizational
changes in the
Company's
Operation
Management
Department.

40

Amended Articles Current Articles Explanation
of Directors, date of
lending, loan period, and
method of interest
calculation. These details
shall be recorded in the
reference book for future
reference, and regular
reports shall be filed.
The Company's internal
auditors shall audit the
procedures for lending
funds to others and their
implementation at least
quarterly and prepare
written records. If any
material violations are
found, they shall
immediately notify the
members of the Audit
Committee in writing.		 by the Board of Directors,
date of lending, loan
period, and method of
interest calculation. These
details shall be recorded in
the reference book for
future reference, and
regular reports shall be
filed.
The Company's internal
auditors shall audit the
procedures for lending
funds to others and their
implementation at least
quarterly and prepare
written records. If any
material violations are
found, they shall
immediately notify the
members of the Audit
Committee in writing.
Article 15
The Company's evaluation
standards and limits for
endorsements and
guarantees:
1. The total amount of
endorsements and
guarantees provided
by the Company and
its subsidiaries shall
not exceed 60% of the
Company's net worth.
2. The amount of
endorsements and
guarantees provided
bythe Companyto a		 Article 15
The Company's evaluation
standards and limits for
endorsements and
guarantees:
1. The total amount of
endorsements and
guarantees provided
by the Company and
its subsidiaries shall
not exceed 60% of the
Company's net worth.
2. The amount of
endorsements and
guarantees provided
bythe Companyto a		 Text adjusted to
align with
organizational
changes in the
Company's
Operation
Management
Department.

41

Amended Articles Current Articles Explanation
single company shall
not exceed 30% of the
Company's net worth.
The total amount of
endorsements and
guarantees provided
by the Company and
its subsidiaries to a
single company shall
not exceed 30% of the
Company's net worth.
3. For endorsements and
guarantees provided
by the Company to a
single company due
to business
relationships, in
addition to being
subject to the
aforementioned
regulations, the
amount shall not
exceed the business
transaction amount
between the two
parties. The term
'business transaction
amount' refers to the
higher of the purchase
or sales amount
between the two
parties.
If the Company provides
endorsements and
guarantees to a subsidiary
with net worth less than
half of itspaid-in capital,		 single company shall
not exceed 30% of the
Company's net worth.
The total amount of
endorsements and
guarantees provided
by the Company and
its subsidiaries to a
single company shall
not exceed 30% of the
Company's net worth.
3. For endorsements and
guarantees provided
by the Company to a
single company due
to business
relationships, in
addition to being
subject to the
aforementioned
regulations, the
amount shall not
exceed the business
transaction amount
between the two
parties. The term
'business transaction
amount' refers to the
higher of the purchase
or sales amount
between the two
parties.
If the Company provides
endorsements and
guarantees to a
subsidiary with net worth
less than half of its

42

Amended Articles Current Articles Explanation
theresponsible
management unit shall
regularly review the
financial statements of
that subsidiary to control
the risks that may arise
from such endorsements
and guarantees.
For a subsidiary with no
par value shares or with a
par value other than
NT$10 per share, the
paid-in capital calculated
according to the preceding
paragraph shall be the sum
of the share capital plus
capital surplus - premium
on share capital.		 paid-in capital, the
Operation Management
Departmentshall
regularly review the
financial statements of
that subsidiary to control
the risks that may arise
from such endorsements
and guarantees.
For a subsidiary with no
par value shares or with a
par value other than
NT$10 per share, the
paid-in capital calculated
according to the
preceding paragraph
shall be the sum of the
share capital plus capital
surplus - premium on
share capital.
Article 16
The Company's
procedures for handling
endorsements and
guarantees:
1. Credit Investigation
and Review
When handling
endorsement and
guarantee matters, the
Company requesting the
endorsement and/or
guarantee shall first
submit the necessary
company information and
the most recent financial
statements in writingto		 Article 16
The Company's
procedures for handling
endorsements and
guarantees:
1. Credit Investigation
and Review
When handling
endorsement and
guarantee matters, the
Company requesting the
endorsement and/or
guarantee shall first
submit the necessary
company information and
the most recent financial
statements in writingto		 Text adjusted to align
with organizational
changes in the
Company's
Operation
Management
Department.

43

Amended Articles Current Articles Explanation
the responsible
management unit of the
Company.
After receiving the
application, the
Company's responsible
management unit shall
evaluate and investigate
the company requesting
the endorsement and/or
guarantee, clearly stating
the relevant content of the
endorsement and/or
guarantee, its necessity
and reasonableness, risk
assessment results, as well
as the impact of such
endorsement and/or
guarantee on the
Company's operational
risk, financial status, and
shareholders' equity.
Collateral shall be
obtained when necessary.
2.
Approval and
Authorization
When handling
endorsement and
guarantee matters, after
being evaluated by the
Company'sresponsible
management unit
according to the above
procedures, these matters
shall be submitted to the
Chairman for approval
and then to the Board of		 the responsible
management unit of the
Company.
After receiving the
application, the
Company's responsible
management unit shall
refer the matter to the
Operation Management
Department to evaluate
and investigate the
company requesting the
endorsement and/or
guarantee, clearly stating
the relevant content of the
endorsement and/or
guarantee, its necessity
and reasonableness, risk
assessment results, as well
as the impact of such
endorsement and/or
guarantee on the
Company's operational
risk, financial status, and
shareholders' equity.
Collateral shall be
obtained when necessary.
2.
Approval and
Authorization
When handling
endorsement and
guarantee matters, after
the Company'sOperations
Management Department
has evaluated according to
the above procedures,
these matters shall be

44

Amended Articles Current Articles Explanation
Directors for resolution
before implementation.
However, the Board of
Directors may authorize
the Chairman to make
decisions within a specific
scope of entities and up to
NT$1 billion and
subsequently report to the
Board of Directors for
ratification.
When submitting the
evaluation results to the
Board of Directors for
discussion in accordance
with the preceding
paragraph, the opinions of
each independent director
shall be fully considered,
and their clear stance of
consent or objection, as
well as the reasons for any
objections, shall be
recorded in the minutes of
the Board meeting.		 submitted to the Chairman
for approval. The
responsible management
unitshall then submit
them to the Board of
Directors for resolution
before implementation.
However, the Board of
Directors may authorize
the Chairman to make
decisions within a specific
scope of entities and up to
NT$1 billion and
subsequently report to the
Board of Directors for
ratification.
When submitting the
evaluation results to the
Board of Directors for
discussion in accordance
with the preceding
paragraph, the opinions of
each independent director
shall be fully considered,
and their clear stance of
consent or objection, as
well as the reasons for any
objections, shall be
recorded in the minutes of
the Board meeting.
Article 18
When handling
endorsement and
guarantee matters, in
addition to applying for
the use of the seal
accordingto the		 Article 18
When handling
endorsement and
guarantee matters, in
addition to applying for
the use of the seal
accordingto the		 Text adjusted to align
with organizational
changes in the
Company's
Operation
Management
Department.

45

Amended Articles Current Articles Explanation
prescribed procedures,
theresponsible
management unitshall
establish a reference
book, which shall
include details such as
the guaranteed
commitment, name of
the guaranteed
enterprise, risk
assessment results,
amount of endorsement
and/or guarantee, date of
Board approval or
Chairman's decision,
date of endorsement
and/or guarantee, details
of collateral obtained,
and conditions and date
for releasing the
endorsement and
guarantee responsibility.
These details shall be
thoroughly recorded for
reference and regularly
reported. In addition,
relevant documents such
as receipts, agreements,
etc., shall be properly
safeguarded by the
responsible management
unit.		 prescribed procedures,
theOperation
Management Department
shall establish a
reference book, which
shall include details such
as the guaranteed
commitment, name of
the guaranteed
enterprise, risk
assessment results,
amount of endorsement
and guarantee, date of
Board approval or
Chairman's decision,
date of endorsement
and/or guarantee, details
of collateral obtained,
and conditions and date
for releasing the
endorsement and/or
guarantee responsibility.
These details shall be
thoroughly recorded for
reference and regularly
reported. In addition,
relevant documents such
as receipts, agreements,
etc., shall be properly
safeguarded by the
responsible management
unit.
Article 21
Subsidiaries should
report their previous
month's lending funds
and endorsement and		 Article 21
Subsidiaries should
report their previous
month's lending funds
and endorsement		 Text adjusted to align
with organizational
changes in the
Company's
Operation

46

Amended Articles Current Articles Explanation
guarantee status to the
Company'sresponsible
management unitby the
fifth day of each month.
The Company shall then
announce and report the
remaining balance of
lending funds and
endorsements and
guarantees of the
Company and its
subsidiaries for the
previous month by the
tenth dayof each month.		 guarantee status to the
Company'sOperation
Management Department
by the fifth day of each
month. The Company
shall then announce and
report the remaining
balance of lending funds
and endorsements and
guarantees of the
Company and its
subsidiaries for the
previous month by the
tenth dayof each month.		 Management
Department.
Article 24
The Company's
responsible management
unitshall evaluate fund
lending situations and
make adequate
provisions for bad debts,
as well as evaluate or
recognize contingent
losses from
endorsements and
guarantees, appropriately
disclose fund lending and
endorsement and
guarantee information in
the financial reports and
provide relevant data to
the certified public
accountants to execute
necessary audit
procedures.		 Article 24
The Company's
Operation Management
Departmentshall
evaluate fund lending
situations and make
adequate provisions for
bad debts, as well as
evaluate or recognize
contingent losses from
endorsements and
guarantees, appropriately
disclose fund lending and
endorsement and
guarantee information in
the financial reports and
provide relevant data to
the certified public
accountants to execute
necessary audit
procedures.		 Text adjusted to align
with organizational
changes in the
Company's
Operation
Management
Department.
Article 29
These procedures were		 This article is newly
added.		 Added the
establishment and

47

Amended Articles Current Articles Explanation
established on June 14,
2013, and the 1st
amendment was made on
June 8, 2016, 2nd
amendment was made on
June 8, 2018, 3rd
amendment was made on
June 14, 2019, 4th
amendment was made on
June 13, 2025.		 amendment history
of the procedures to
facilitate the future
disclosure of revised
information.

48

Appendix 1

Cathay Real Estate Development Co., Ltd.,

Articles of Incorporation

Chapter 1 General Provisions

Article 1

The Company shall be named Cathay Real Estate Development Co., Ltd. ("Cathay Real Estate" in short) in accordance with the provisions of Company Limited by Shares in the Company Act.

Article 2

The Company's business scopes are as follows:

  1. F208031 Retail Sale of Medical Equipment.

  2. F301010 Department Stores.

  3. G101041 Passenger Car Rental and Leasing.

  4. G202010 Parking Garage Business.

  5. H701010 Residence and Buildings Lease Construction and Development.

  6. H701020 Industrial Factory Buildings Lease Construction and Development.

  7. H701040 Specialized Field Construction and Development.

  8. H701050 Public Works Construction and Investment.

  9. H701060 New County and Community Construction and Investment.

  10. H701070 Land Levy and Delimit.

  11. H701080 Reconstruction within the renewal area.

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  1. H701090 Renovation, or maintenance within the renewal area.

  2. H702010 Construction Management.

  3. H703090 Real Estate Commerce.

  4. H703100 Real Estate Rental and Leasing.

  5. H704041 Real Estate Agency Brokerage.

  6. I103060 Management Consulting Services.

  7. I199990 Other Consultancy.

  8. ZZ99999 All business items that are not prohibited or restricted by operation acts, except those that are subject to approval.

The operations of the above businesses shall be conducted in accordance with the relevant laws and regulations.

Article 3

The Company may provide endorsements and guarantees due to business requirements.

Article 4

The Company's total reinvestment amount is not restricted by the reinvestment ratio as stipulated in Article 13 of the Company Act.

Article 5

The main office (headquarters) of the Company shall be established in Taipei City, and branches may be established in other appropriate places where necessary, and its setup, closure or change shall be approved by the board of directors.

50

Article 6

The Company's public notice shall be handled in accordance with the Company Act and other relevant laws and regulations.

Chapter 2 Shareholdings

Article 7

The registered capital of the Company is NT$20 billion, divided into 2 billion shares with a par value of NT$10. The board of directors is authorized to issue the shares in installments.

Article 8

The Company's shares are issued as registered share certificates, signed or sealed by the directors of the company represented, affixed with the Company's stamp, and duly authenticated by the competent authority or certifying institution appointed by the competent authority.

For the above publicly issued registered shares, the Company may print consolidated share certificates or be exempted from printing any share certificates. However, share certificates shall be placed under the custody of a centralized securities custody enterprise. The same applies for other securities issued.

Article 9

The Company's stock affairs shall be handled in accordance with the Regulations Governing the Administration of

51

Shareholder Services of Public Companies and other relevant laws and regulations, except as otherwise stated in the Articles of Incorporation.

Article 10

Transfer of the Company's shares is suspended within 60 days before the convening date of the annual shareholders meeting, within 30 days before the special shareholders meeting, and within five days before the date of allocation of dividends and bonuses or other benefits decided by the Company.

Chapter 3 Shareholders Meeting Article 11

Shareholders' meetings of the Company are divided into regular and ad hoc meetings, both of which are convened by the Board of Directors according to law, except as otherwise provided by law. Regular meetings are convened within six months after each fiscal year ends. Ad hoc meetings are convened according to law when necessary.

The Company may hold a shareholders' meeting by video or other means announced by the central authority.

If a shareholders' meeting is held by video, shareholders attending by video shall be deemed to attend the meeting in person.

Article 12

The Company's shareholders meeting shall be convened by the board of directors, and chaired by the Chairman of the Board.

52

For a shareholders meeting convened by any other person having the convening right, he/she shall act as the Chair of that meeting. However, if there are two or more persons having the convening right, the Chair of the meeting shall be elected from among them.

Article 13

A shareholder of the Company shall have one voting right for each share in his/her/its possession.

Restrictions to the exercise of the above voting rights shall be in accordance with the Company Act and relevant laws and regulations.

Article 14

A shareholder who is unable to attend the shareholders meeting, may appoint a proxy to attend by executing a power of attorney printed by the company, five days before the shareholders meeting, stating the scope of power authorized by the proxy. A shareholder may only execute one power of attorney and appoint one proxy only, except for trust enterprises or stock agencies approved by the competent authority. When a person acts as proxy for two or more shareholders concurrently, the number of voting rights represented by him/her shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted. When the government or a juristic person is a shareholder, its proxy shall not be limited to one person, provided that the voting right that may be exercised shall be calculated on the basis of

53

the total number of voting shares it holds. Article 15

Resolutions at a shareholders meeting shall, unless otherwise provided in the Company Act, be adopted by a majority vote of the attending shareholders, who represent more than one-half of the total number of voting shares.

Article 16

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the Chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.

The preparation and distribution of the minutes of shareholders meetings as required in the preceding Paragraph may be effectuated by electronic means or public notice.

Chapter 4 Board of Directors

Article 17

The Company's Board of Directors is to be formed by nine to fifteen directors, there shall be no less than one director of a different gender, comprised of at least three independent directors, and the number shall not be less than one-third of the board seats. The members shall be elected from among the shareholders with disposing capacity.

If the Company violates the provisions of the preceding paragraph, or a director is dismissed for any reason, resulting in less than five directors, the Company shall re-elect or supplement the election at the next shareholders meeting.

54

However, if the number of vacancies equals to one third of the total number of directors prescribed in the first paragraph or if all independent directors are dismissed, the Company shall convene a special shareholders meeting to elect succeeding directors within sixty days from the date of occurrence. In the case when the chairman of the board and the president of the Company are the same person or are spouses or relatives of the first-degree, the number of independent directors shall not be less than four.

The election of the Company's directors utilizes a candidate nomination system, where shareholders elect the directors from the nominees list during the shareholders meeting. The nomination and election methods shall be in accordance with the Company Act, Securities and Exchange Act and relevant laws and regulations. Assessment of independent directors’ professional qualifications, shareholdings and sideline restrictions, independence and other compliance matters shall be handled in accordance with the relevant laws and regulations.

The Company's Audit Committee shall be formed by all independent directors in accordance with Article 14-4 of the Securities and Exchange Act. Members of the Audit Committee, execution of power and authority, and other compliance matters, shall be conducted in accordance with the relevant laws and regulations or the Articles of Incorporation, and its Corporate Charter shall be established by the Board of Directors.

Article 18

55

The term of office of a director is three years, and he/she may be eligible for re-election. In case no election of new directors is effectuated after expiration of the term of office of existing director, the out-going directors have been elected and assumed their office.

The consecutive terms of all independent directors of the Company shall not exceed three terms. If the aforementioned regulations are violated, the re-election or by-election shall be held at the most recent shareholders meeting.

The Board of Directors is authorized to issue compensation to the Company’s directors (including independent directors) for their term in office, by referencing the Company’s business status and industry standards.

The Company may, by resolution of the Board of Directors, purchase liability insurance for its directors or important employees during their term of duty, for compensation they are liable to during their performance of duties, according to the law.

The Board of Directors may authorize the Chairman of the Board to handle the amount and renewal of the liability insurance.

Article 19

Three managing directors may be elected by all directors, and the managing directors are to elect one person among themselves as the Chairman of the Board, and one person may be elected as Vice Chairman where necessary. In case no managing directors have been elected, a Chairman of the Board shall be elected by a majority vote among the attending

56

directors at a meeting attended by over two-thirds of the directors, and a Vice Chairman may be elected where necessary.

In case the Company has managing directors, at least one managing director shall be an independent director, and the number shall not be less than one-fifth of the total number of managing directors.

Article 20

The Chairman of the Board shall internally preside over the shareholders meeting, meeting of the board of directors, and meeting of the managing directors, and shall externally represent the Company. In case the Chairman of the Board is on leave or unable to exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case there is no Vice Chairman, or the Vice Chairman is on leave or unable to exercise his power and authority for any cause, the Chairman of the Board shall designate one of the managing directors to act on his behalf. Where there are no managing directors, one of the directors shall be designated to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting Chairman of the Board.

Article 21

The directors shall attend the meetings of the board in person. If he/she is unable to attend in person, unless otherwise provided in the Company Act, he/she may execute a power of attorney and state therein the scope of authority with

57

reference to the subjects to be discussed at the meeting, by delegating other directors to attend on his/her behalf, but this is only limited to one director.

The convening notice for the above, including the meeting information, shall be given in the written and/or electronic form.

If the meeting of the board of directors is conducted by video conference, the directors participating in the video conference shall be deemed to have attended the meeting in person.

Article 22

The power and authority of the Board of Directors are as follows:

  1. Approval of the Corporate Charter.

  2. Decisions regarding business policies.

  3. Review of financial reports.

  4. 4.Preparation of profit distribution and deficit compensation.

  5. 5.Preparation of capital increases and reductions, and resolution of shares or corporate bonds issuances.

  6. 6.Purchase, sale, split, exchange, property rights settlements and all other disposals of immovable properties.

  7. 7.Establishment of functional committees and the establishment and amendment of the Corporate Charter.

  8. 8.Power and authority authorized by the law, Articles of Incorporation or resolutions of the shareholders meetings.

Article 23

Resolutions of the board of directors shall be recorded in the board meetings minutes, and signed or sealed by the Chair

58

and kept at the Company.

Article 24

Unless otherwise provided in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Chapter 5 Manager

Article 25

The Company may have managers, whose appointment, dismissal and remuneration shall be handled in accordance with the Company Act and relevant regulations.

Chapter 6 Accounting

Article 26

The Company's fiscal year is from 1 January to 31 December for each year. When the fiscal year has closed, the board of directors shall prepare the following statements, and present these sataements at the shareholders meeting for approval according to the regulations.

  1. Business report.

  2. Financial statements.

  3. Proposals of profit distribution or deficit compensation.

Article 27

The Company is moving towards diversified investments to increase profitability in response to changing economic conditions and market environments. After consideration for future capital requirements and long-term financial planning,

59

the Company’s dividend policy follows a residual dividend policy, aiming for steady growth and sustainable operations. If there is a surplus in the fiscal year, the Company shall set aside a percentage between 0.1% and 1% as employees’ compensation, and no more than 1% as directors’ compensation. However, the Company’s accumulated losses, if any, shall first be covered.

If there is a surplus after the fiscal year closes, besides paying taxes according to the law, the Company shall first offset its previous years’ losses, and set aside legal reserve. After adding the remaining balance (hereinafter referred to as “surplus for the current year”) to the beginning undistributed surplus, and the special surplus reserved in accordance with laws and regulations, shall be the distributable profit. The Board of Directors shall formulate a surplus distribution proposal in accordance with the Company’s operational planning and submit it at the shareholders meeting for resolution on the distribution of dividends or retention.

Based on the Company’s operational planning and capital investment, as well as taking into account shareholders’ cash dividends requirements, and avoid over expansion of share capital, profit is to be first distributed in a form of cash dividend, followed by stock dividend. However, the total dividend distribution shall not be less than 20% of the “current year’s surplus profits”, and the cash dividend distribution shall not be less than 50% of the total dividend distribution.

In accounting special surplus reserves mentioned above, an amount equal to the sum of current net profit after tax and

60

other items shall be accounted as current undistributed earnings in respect of the net decrease in other equity of the current period. If the special surplus reserves are still insufficient for distribution, the prior undistributed earnings shall be accounted for such difference. Only when the special surplus reserves are still insufficient for distribution after an amount of prior undistributed earnings equal to the net prior cumulative decrease in other equity is accounted as special surplus reserves will the sum of the current net profit after tax and other items be included in the undistributed earnings.

Chapter 7 Supplementary Provisions Article 28

Matters not covered in the Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 29

The Articles of Incorporation were established on 14 September 1964, and the 1st amendment was made on 27 February 1965, the 2nd amendment on 30 March 1966, the 3rd amendment on 20 April 1967, the 4th amendment on 6 June 1969, the 5th amendment on 25 May 1970, the 6th amendment on 6 May 1971, the 7th amendment on 19 May 1972, the 8th amendment on 7 May 1973, the 9th amendment on 17 May 1974, the 10th amendment on 30 May 1975, the 11th amendment on 14 May 1976, the 12th amendment on 21 April 1978, the 13th amendment on 16 May 1980, the 14th amendment on 22 May 1981, the 15th amendment on 27 May

61

1983, the 16th amendment on 25 May 1984, the 17th amendment on 24 May 1985, the 18th amendment on 23 May 1986, the 19th amendment on 2 May 1987, the 20th amendment on 20 May 1988, the 21st amendment on 26 May 1989, the 22nd amendment on 25 May 1990, the 23rd amendment on 17 May 1991, the 24th amendment on 22 May 1992, the 25th amendment on 14 May 1993, the 26th amendment on 20 May 1994, the 27th amendment on 26 May 1995, the 28th amendment on 24 May 1996, the 29th amendment on 23 May 1997, the 30th amendment on 22 May 1998, the 31st amendment on 19 May 1999, the 32nd amendment on 19 May 2000, the 33rd amendment on 24 May 2001, the 34th amendment on 16 May 2002, the 35th amendment on 22 May 2003, the 36th amendment on 14 May 2004, the 37th amendment on 10 June 2005, the 38th amendment on 19 June 2009, the 39th amendment on 10 June 2011, the 40th amendment on 15 June 2012, the 41st amendment on 14 June 2013, the 42nd amendment on 6 June 2014, the 43rd amendment on 8 June 2016, the 44th amendment on 8 June 2018, the 45th amendment on 11 June 2021, the 46th amendment on June 17, 2022, and the 47th amendment on June 14, 2024.

62

Appendix 2

Cathay Real Estate Development Co., Ltd., Rules of Procedure for Shareholder Meetings

Article 1 (Basis and Regulatory Compliance)

To establish good governing system of shareholder meetings, build solid supervision functions and enhance management functions, the Rules which are established according to Article 5 of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, shall be followed. The rules of procedures for the Company's shareholder meetings, except when otherwise provided by laws and regulations or the Articles of Incorporation, shall be as provided in these Rules.

Article 2 (Convening and Meeting Notices of Shareholders' Meetings)

The Company's shareholders' meetings are convened by the Board of Directors, except as otherwise provided by law.

The change of the means to hold the Company's shareholders' meetings shall be resolved by the Board of Directors and made at the latest before the meeting notice of the shareholders' meeting is sent.

Where the Company holds a video shareholders' meeting, the following matters shall be recorded in the convening notice of the shareholders' meeting:

1.Methods for Shareholders to participate in the video meeting and exercise rights.

63

  • 2.Methods to treat obstacles on the video meeting platform or for participation by video conferencing due to natural disasters, incidents or other force majeure events.

Article 3 (Entrusted to Attend Shareholders' Meetings)

A shareholder may appoint a proxy to attend a shareholders meeting on his/her/its behalf by executing a power of attorney notice printed by the Company stating the scope of power authorized by the proxy.

A shareholder may only execute one power of attorney notice and appoint one proxy only, and shall serve such written proxy to the company no later than five days prior to the date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail, unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

After the Power of Attorney is delivered to the Company, where a shareholder intends to attend the shareholders' meeting in person or by video conferencing or intends to exercise the voting right in written or electronic form, a written notice of revoking entrustment shall be made to the Company two days before the shareholders' meeting is held; in the event of delayed revocation, the voting right exercised by the proxy shall prevail.

Article 4 (Place and Time of Shareholders' Meetings)

The place for convening a shareholders meeting shall be held inside the premises of the Company, or any other place

64

convenient for the shareholders, and suitable for holding of the said meeting. The time for commencing the said meeting shall not be earlier than 9 am or later than 3 pm.

The Company convenes video shareholders' meetings without limitation by the place for convening referred to in the foregoing paragraph.

Article 5 (Attending Shareholders' Meetings)

The Company shall clearly state the shareholders reporting time, venue and any other matters to be noted.

Shareholders shall attend a shareholders meeting by presenting an attendance card, sign-in card or other identity document. The Company shall not request additional supporting documents from the shareholders to attend the meeting.

The proxy shall bring his/her identification document for verification. The Company shall prepare an attendance book for shareholders to sign in, or the shareholder present may hand in an attendance card in lieu of signing the attendance book.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slip, voting slip, and other meeting materials when holding substantive shareholders' meetings. Where there is an election of Directors, a voting ballot shall also be furnished. The meeting agenda book and meeting supplementary data shall be transmitted to the video meeting platform by electronic archives where a video assisted shareholders' meeting or video shareholders' meeting is held.

65

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Shareholders shall register with the Company two days before the shareholders' meeting is held where the shareholders' meeting is held by video and shareholders tends to attend it by video conferencing.

Article 6 (Chair and Attendees of the Annual Meeting of Shareholders)

Convening of shareholders meeting shall be conducted by the Chair in accordance with Article 182-1, Article 208 of the Company Act or other relevant laws and regulations.

The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders meeting.

Shareholders meeting convened by the board of directors, shall be attended by majority of the board of directors and at least one representative from the functional committee required by the Securities and Exchange Act, and the attendance shall be recorded in the shareholders meeting minutes.

Article 7 (Evidence of Process of Shareholders' Meeting)

The Company shall document the shareholders meeting by audio or video, and the recorded materials shall be retained for at least one year. If, however, a shareholder files a lawsuit

66

pursuant to Article 189 of the Company Act, the recordings shall be retained until the conclusion of the litigation.

Where the Company's shareholders meeting is held by video, the registration, check-in, report for duty, questioning, voting and company vote counting results of shareholders shall be recorded and kept, and the video meeting shall be continuously recorded and video recorded, and shall be properly stored during the existence of the Company.

Article 8 (Calculation of the Number of Shares Representing Shareholders Present at the Shareholders' Meeting and Commencement of Meeting)

Attendance at a shareholders meeting shall be calculated based on the numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the signature book or sign-in cards handed in and the number of shares reported on the video meeting platform, plus the number of shares whose voting rights are exercised by written or electronic form.

The Chair shall immediate announce the commencement of the meeting at the meeting time.

and at the same time, the number of shares in attendance shall be announced. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement. The postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. If the attending shareholders still represent not more than one-third of the total number of issued shares after two postponements, the Chair

67

shall declare the meeting adjourned; if the shareholders' meeting is held by video, the Company shall announce the meeting adjourned on the video meeting platform for the shareholders' meeting.

If a quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent more than one-third of the total number of issued shares, a tentative resolution may be adopted pursuant to Item I, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be held within 1 month; shareholders shall register with the Company again where the shareholders' meeting is held by video and shareholders tend to attend by video conferencing.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 9 (Agenda Discussions)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The relevant proposals (including extempore motions and alteration of the original proposals) shall be voted case by case.

The provisions of the preceding paragraph apply to a shareholders meeting convened by a party with the power to convene, other than the board of directors.

68

The Chair shall not declare the meeting adjourned without resolution by shareholders if the proposals arranged in the above two paragraphs have not been resolved. If the Chair declares the meeting adjourned in violation of the rules of procedures, other members of the board of directors shall promptly assist the attending shareholders in electing a new Chair according to statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and continue the meeting.

When the Chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chair may announce the discussion closed and call for a vote, and decide on the voting pattern and sequence with proper amount of time for voting.

Article 10 (Shareholders' Speech)

A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, his/her shareholder account number (or attendance card number) and his/her name, and the Chair shall determine the order for speaking.

A shareholder who submits his/her slip for a speech but does not actually speak shall be considered as not having given a speech. If the content of that speech differs from that specified on the slip, the content of the speech shall prevail.

A shareholder shall not speak more than two times for one proposal, unless he/she has obtained prior consent from the Chair, and each speech shall not exceed five minutes. If a shareholder violates the above provisions or his speech

69

exceeds the scope of the motion, the Chair may terminate the speech.

When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained prior consent from the Chair and the said shareholder, and the Chair shall prevent such violations.

If a juristic person shareholder designates two or more representatives at the shareholders meeting, only one representative may speak on the same proposal.

After an attending shareholder has spoken, the Chair may respond in person or designate relevant personnel to respond.

Where a shareholders' meeting is held by video, shareholders attending by video conferencing may raise questions by words on the video meeting platform for the shareholders' meeting after the Chair declares the meeting commencing and before the Chair declares the meeting closed. The number of questions for each proposal shall not exceed twice, each limited by two hundred characters, which does not apply the provisions of Items I - V.

Where the questions mentioned in the preceding paragraph do not violate or exceed the scope of proposal, the Company may disclose the questions on the video meeting platform for shareholders' meetings.

Article 11 (Calculation of Voting Shares and Recusal System)

Voting and resolution at the Company's shareholders meetings shall be in accordance with Article 177, Article 178, and Article 180 of the Company Act or other relevant laws and regulations.

70

Article 11-1 (Voting, Monitoring and Vote Calculation Method for Proposals)

A shareholder shall be entitled to one vote for each share held, except when the shares are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.

When the Company holds a shareholders meeting, it shall list electronic means as one of the ways to exercise voting rights, and may adopt written means to exercise its voting rights. When voting rights are exercised by written or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by written or electronic means will be deemed to have attended the meeting in person. However, amendments to the provisional topic and original proposal at this shareholders' meeting shall be deemed waiver. Therefore, amendments to the provisional topic and original proposal shall be better avoided.

A shareholder intending to exercise voting rights by written or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the earliest received declaration shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by written or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the

71

preceding paragraph shall be made, by the same means which the voting rights were exercised, 2 days before the date of the shareholders meeting. If the notice of retraction is submitted after the stipulated time, the voting rights already exercised by written or electronic means shall prevail. When a shareholder has exercised voting rights both by written or electronic means, and appointed a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except when otherwise provided in the Company Act and in the Company's Articles of Incorporation, resolutions shall require a majority of the voting rights from the attending shareholders to pass. At the time of a vote, the Chair or designated person shall first announce the total number of voting rights represented by the attending shareholders for each proposal, followed by a poll of the shareholders. The voting results shall be entered into the Market Observation Post System (MOPS).

When there is an amendment or an alternative to a proposal, the Chair shall present the amended or alternative proposal together with the original proposal, and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chair and the monitoring personnel shall be shareholders of the Company.

Vote counting for proposals or elections in a shareholders meeting shall be conducted in public at the place of the

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shareholders meeting. Immediately after the vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company holds a shareholders' meeting by video, shareholders participating by video conferencing shall vote on various proposals and election proposals through the video meeting platform before the Chair announces the close of voting, and shall be deemed as waiver if overdue.

Where a shareholders' meeting is held by video, the votes shall be counted at one time after the Chair announces the close of voting, and the voting and election results shall be announced.

When the Company holds a video assisted shareholders' meeting, shareholders who have registered to attend shareholders' meeting by video conferencing and intend to attend the substantive shareholders' meeting in person shall revoke registration in the way same as registration two days before the shareholders' meeting is held; in the event of delayed revocation, they can only attend the shareholders' meeting by video conferencing.

Those who exercise the voting right in written or electronic form, have not revoked their declaration of will and participate in the shareholders' meeting by video conferencing shall not exercise the voting right to the original proposal, amend the original proposal or exercise the voting right to amendments to the original proposal.

Article 12 (Elections)

The election of directors at a shareholders' meeting shall be

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held in accordance with the applicable election and appointment rules of the Company, and the voting results shall be announced on-site immediately, including then names of those elected as directors and the numbers of votes with which they were elected as well as the names and the number of votes of unelected candidates.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 13 (Minutes of Meeting)

Meeting minutes shall be recorded in accordance with the year, month, day, venue, name of the Chair, method of resolution, essentials of the proceedings and voting results (including statistical number of votes). Where there is an election of Directors, the number of votes for each candidate shall be disclosed.

It shall be kept during the existence of the Company.

Where a shareholders' meeting is held by video, in addition to the matters mentioned in the preceding paragraph, the starting and ending time of the meeting, the method of holding the meeting, the name of the Chair and the recorder, and the handling method when the video meeting platform or participation by video conferencing is blocked due to natural disasters, incidents or other force majeure events shall be recorded.

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When the Company holds a shareholders' meeting by video, the Chair and the recorder shall be located in the same place in China. The Chair shall declare the address of this place when holding the meeting.

Article 14 (External Announcement)

On the day of a shareholders meeting, the Company shall compile in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting; where the shareholders' meeting is held by video, the Company shall upload the aforesaid data to the video meeting platform for shareholders' meeting at least thirty minutes before the meeting begins, and continuously disclose the same till the end of the meeting.

Where a shareholders' meeting is held by video, at declaration of the beginning of the meeting, the total number of shares of present shareholders shall be disclosed on the video meeting platform. If the total number of shares and the number of votes of present shareholders are counted at the meeting, the same shall apply. Besides, the Company shall disclose the voting results of various proposals and election results in real time on the video meeting platform for the shareholders' meeting in accordance with regulations, and shall continue to disclose for at least fifteen minutes after the Chair declares the meeting adjourned.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or

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regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 15 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or armbands.

The Chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor".

When a public address (PA) system is available at the place of a shareholders meeting, and a shareholder attempts to speak through any devices other than the device provided by the Company, the Chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the Chair's correction, obstructs the proceedings and refuses to heed calls to stop, the Chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 16 (Recess and Resumption of Shareholders' Meeting)

The Chair may call for breaks during the meeting when appropriate. In an event of force majeure, the Chair may rule the meeting temporarily suspended, and based on the circumstances, announce the time of resuming the meeting. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with

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Article 182 of the Company Act.

Where a shareholders' meeting is held by video, when the video meeting platform or participation by video conferencing is blocked for more than thirty minutes due to natural disasters, incidents or other force majeure events before the Chair declares the meeting adjourned, except for the cases in which there is no need to postpone or continue the meeting as stipulated in Item IV, Article 44-20 of the Standards for the Handling of Shares of Public Offering Companies, the meeting date shall be postponed or renewed within five days, which is not applicable to the provision of Article 182 of the Company Act.

In the event of the aforementioned postpone or renewal of the meeting, the calculation of the total number of shares, votes and election rights and other matters shall be handled pursuant to Article 44-20 and other relevant decrees.

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

Article 17

The Rules, and any amendments hereto, shall be implemented upon approval by the shareholders meetings.

Article 18

The Rules were established on 27 February 1965, and its 1st amendment was made on 23 May 1998, 2nd amendment on 16

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May 2002, 3rd amendment on 14 June 2013, 4th amendment on 9 June 2015, 5th amendment on 8 June 2016, 6th amendment on 08 June 2018, 7th amendment on Jul. 23, 2021, and 8th amendment on Jun. 17,2022.

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Appendix 3

Shareholdings of Directors

  1. As of 15 April 2025, the Company's paid-up capital is NT$ 11,595,610,590, the number of shares issued is 1,159,561,059.

  2. Details of the minimum required combined shareholdings of all directors and supervisors by law, and shareholdings as per the shareholders' register:

Position Shareholdings required by law Shares recorded in shareholders'
Director 32,000,000 shares 33,049,822 shares

Note: Book closure date: 15 April 2025

  1. Shareholding details of directors and supervisors:
Position Name Shares held as at
book closure date		 Remarks
Chairman Ching-Kuei
Chang		 22,000,000 He Xin Industrial Co., Ltd.
representative
Director Hung-Ming Lee 22,000,000 He Xin Industrial Co., Ltd.
representative
Director Chung-Yan Tsai 22,000,000 He Xin Industrial Co., Ltd.
representative
Director Chung-Chang
Chu		 2,353,690 Cathay Real Estate
Foundation representative
Director Chin-Liang Lin 2,754,800 Cathay Real Estate
Employees’ welfare
Committee representative
Director Wan-Hua Chuang 5,941,332 Cathay Charity Foundation
representative
Independent Director Yuan-Hsiao
Chang		 0
Independent Director Tsu-Kang Yu 0
Independent Director Li-Kun Lee 0
Total shares held 33,049,822

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