Stock Code: 2820

中華

CBF

2026 China Bills Finance Corporation Annual Shareholders' Meeting

Handbook

June 12, 2026

Socrates Hall, GIS NTU Convention Center

Meeting Program 2
Meeting Agenda 3
Report Items 5
Ratification Items 33
Discussion Item 50
Extempore Motions 64
Appendices: 65

I. The Company's Articles of Association
II. The Company's Rules of Procedure for Shareholders' Meetings
III. Shareholding Status of the Company's Directors

Meeting Procedure of 2026 China Bills Finance Corporation Annual Shareholders' Meeting

I. Call the Meeting to Order
II. Chairman's Speech
III. Report Items
IV. Ratification Items
V. Discussion Item
VI. Extempore Motions
VII. Adjournment

Meeting Agenda of 2026 China Bills Finance Corporation Annual Shareholders' Meeting
Time: 9:00 a.m., Friday, June 12, 2026
Convening Method: Physical Meeting with Visual Communication Assistance
Venue: Socrates Hall, GIS NTU Convention Center B1, No. 85, Roosevelt Road, Section 4, Taipei City
Visual communication platform used at the meeting:
The visual communication platform provided by the Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw)
I. The Chairman announced the meeting begins based on the number of reported shares reaching the statutory standard
II. Chairman's remarks
III. Report Items
1. The Company's 2025 Business Report
2. The Audit Committee’s review report of the 2025 Financial Statements
3. Employees and Directors' Remuneration Distribution for 2025
4. Report on the Company's 2025 Remuneration Policy for Directors and Senior Executives
5. Amendments to the Rules of Procedure of the Board of Directors Meetings
6. Amendments to the Code of Ethical Conduct
IV. Ratification Items
1. To accept 2025 Business Report and Financial Statements
2. To approve the proposal for distribution of 2025 earnings
V. Discussion Item
1. To amend Rules of Procedures for Shareholders' Meetings
VI. Extempore Motions
VII. Adjournment

Appendices

I. Articles of Association of the Company
II. The Company's Rules of Procedure for Shareholders' Meetings
III. Shareholding Status of the Company's Directors

Report Items

Report Item (1) Proposed by the Board

Proposal: 2025 business report.

Explanation:

I. Please refer to pages 7-10 of the Company's 2025 business report.
II. The proposal was passed by the 23rd meeting of the 16th Board of Directors of the Company.

China Bills Finance Corporation

2025 Business Report

I. Domestic and Foreign Economic Environment

I. International Economic Environment

The global economy demonstrated resilience in the first half of 2025 but shifted toward a moderate slowdown in the second half of the year. Growth in the first half was primarily driven by temporary factors such as front-loaded trade activities and inventory adjustments, rather than a fundamental improvement in economic conditions. As these effects gradually faded, economic data weakened, labor markets softened, and tariff-related pressures pushed up inflation in the United States. Major international institutions generally expect global growth in 2026 to slow compared to 2025, with trade deceleration being particularly evident. According to S&P Global’s forecast released on January 15, global economic growth is projected at 2.70% in 2026, representing a decline of 0.12 percentage points from 2.82% in 2025.

From a regional perspective, U.S. economic performance in 2025 was affected by fluctuations in exports and imports due to tariff policies, while investment and consumption were supported by the development of artificial intelligence (AI) and interest rate cuts by the Federal Reserve (Fed). Looking ahead to 2026, the U.S. economy will face uncertainties and lagged impacts from tariff policies; however, continued rate cuts by the Fed are expected to lower financing costs and improve credit conditions, potentially leading to a period of accelerated growth. In addition, supportive factors such as tax cuts under the “One Big Beautiful Bill Act (OBBBA)” and the midterm elections in November are expected to further support economic expansion. In the euro area, inflation has stabilized around the 2% target, while growth is supported by Germany’s fiscal stimulus, funding from the EU Recovery and Resilience Facility, and increased defense spending. However, attention should be paid to high debt risks in Italy and France, as well as the impact of U.S. tariffs and competition from China. In Japan, if inflation stabilizes at around 2% and wages continue to grow, the interest rate normalization path is expected to remain unchanged. The yen exchange rate has fluctuated amid fiscal expansion pressures and optimistic sentiment driven by strong performance in the Japanese equity market. Mainland China continues to exhibit weak domestic demand but strong external demand. While consumer confidence remains subdued, manufacturing exports remain robust, and the development of the new economy has supported the equity market. The renminbi has appreciated beyond the 7 threshold, reflecting the People’s Bank of China’s flexible exchange rate policy and improving capital market conditions.

Looking ahead to 2026, the global economy will continue to face multiple challenges, particularly U.S. trade policies, China’s industrial adjustments, the development of artificial intelligence, geopolitical conflicts, and climate change. These factors will not only affect Taiwan’s export performance but also influence domestic demand and consumption through financial markets and import prices, warranting close monitoring.

Geopolitical risks and climate change remain key sources of global economic uncertainty. The Russia-Ukraine conflict remains unresolved, while escalating tensions in the Middle East have led to increased volatility in energy and commodity markets, affecting global supply chain stability and sustaining inflationary pressures. Meanwhile, climate change impacts have intensified, with extreme weather events such as heatwaves, droughts, and heavy rainfall occurring across many regions in 2025, disrupting food and energy supplies and increasing uncertainty surrounding inflation and economic growth in 2026.

II. Domestic Economic Environment

Taiwan’s economic growth in 2025 exceeded expectations, with the Chung-Hua Institution for Economic Research (CIER) estimating an annual growth rate of 7.43%. Despite increased policy uncertainty due to reciprocal tariffs, early inventory buildup and strong demand driven by AI-related investment and exports remained the primary growth drivers.

Looking ahead to 2026, global uncertainties remain elevated amid geopolitical tensions, tariff pass-through effects, high sovereign debt levels, accommodative fiscal policies, and an ongoing rate-cut cycle. While global economic growth is expected to moderate, AI development will continue to support industrial transformation and productivity gains. CIER forecasts Taiwan’s economic growth at 4.14% in 2026. Growth is expected to be stronger in the first half and moderate in the second half, shifting from an “externally strong, domestically moderate” pattern in 2025 to a more balanced growth pattern in 2026.

Domestic inflation is expected to continue easing in 2026, supported by stable global commodity prices and declining oil prices. The CPI growth rate is projected at approximately 1.64%, similar to 1.66% in 2025, marking the fifth consecutive year of decline in the post-pandemic period.

II. Business Plan Implementation Results

In guaranteed commercial paper business, new business momentum continued to strengthen in 2025. The Company actively implemented credit portfolio optimization strategies to enhance spreads. Supported by ample market liquidity since April 2025, income from guaranteed business exceeded budget targets.

In non-guaranteed commercial paper business, the Company maintained a leading market share in the bills market. Prior to the expiration of FRCP-related provisions, the Company actively expanded its FRCP client base. Coupled with abundant market liquidity since April 2025 and effective adjustments to existing portfolio strategies, performance of non-guaranteed bills business met budget expectations.

In Taiwan bond business, the Central Bank of Taiwan adopted a more accommodative monetary policy in response to tariff impacts, leading to lower short-term interest rates and improved carry spreads. Through portfolio maturity management and opportunistic acquisition of higher-yield positions, the Company achieved its target carry spreads.

In U.S. bond business, the Company realized capital gains in a timely manner to offset spread compression. However, tariff-driven inflation led the Federal Reserve to adopt a wait-and-see approach toward inflation trends and delay its rate-cut cycle, limiting the reduction in foreign currency funding costs and resulting in overall yields falling short of budget targets.

In equity-related business, market conditions in the first half of 2025 continued to be influenced by tariff policies and uncertainty regarding the timing of rate cuts by the Federal Reserve, increasing the difficulty of managing trading positions. OCI portfolio were gradually reduced at higher levels, resulting in the overall OCI portfolio not meeting the budget target.

In convertible bond, market sentiment remained cautious, with unclear price trends and trading volumes, resulting in performance falling short of budget targets.

In asset swap operations, amid volatile equity market conditions, demand increased and transaction yields rose. Under prudent credit risk management, the Company actively increased positions in medium-to high-yield assets, resulting in an improvement in overall returns.

The Company's key performance results in 2025 are as follows:

Unit: NTD million, USD million

Item	2025 (Year-end)	2024 (Year-end)	Change (%)
Underwriting and primary purchases of bills	3,812,999	3,711,181	2.74%
Trading of bills	8,757,943	7,817,529	12.03%
Balance of guaranteed commercial paper	117,479	114,282	2.80%
Trading of TWD-denominated bonds	2,211,002	1,949,819	13.40%
Trading of foreign currency bonds (USD)	17,256	18,180	-5.08%

III. Change of the Organizational Structure

None.

IV. Budget Implementation, Financial Income and Expenditures, and Profitability Analysis

In 2025, net interest income amounted to NT$924,012 thousand, net fee income to NT$1,607,919 thousand, net gains on financial assets and liabilities at fair value through profit or loss to NT$139,126 thousand, and realized net gains on financial assets at fair value through other comprehensive income to NT$316,136 thousand. Other non-interest net loss amounted to NT$8,618 thousand. Total net income reached NT$2,978,575 thousand.

Provisions totaled NT$108,857 thousand, and operating expenses were NT$614,291 thousand. Net income before tax was NT$2,255,427 thousand, and net income after tax was NT$1,796,079 thousand, with earnings per share of NT$1.34. Overall performance achieved 103% of the budget target.

V. Business Analysis

The risk management policies of the Company aim to strive for the maximum interest for shareholders within the risk tolerance authorized by the Board of Directors. In order to maintain the safety, liquidity and profitability of the financial assets and liabilities, the "Business Review Committee," "Investment Review Committee" and "Financial Assets and Liabilities Management Committee" are set up to measure and supervise the risks related to credit, market, liquidity and operations.

As of December 31, 2025, the overdue loan ratio of the Company's overall credit assets was 0, the financial assets quality was excellent and the business fitness was good; the capital adequacy ratio was $13.31\%$ .

On November 10, 2025, ratings are as follows: domestic long-term rating "A+ (twn)", domestic short-term rating "F1 (twn)", and all rating prospects are "stable."

VI. Research and Development

To mitigate the risk of data leakage from unencrypted outgoing emails, the Company plans to implement an automatic email encryption system. It also plans to develop an electronic performance evaluation system to streamline processes and improve efficiency, as well as a cost allocation system for calculating funding costs of various business products. In response to the adoption of IFRS Sustainability Disclosure Standards starting in 2026, and the preparation of a dedicated sustainability

section in the annual report, the Company has completed the identification of related risks, opportunities, and financial impacts, and has accordingly adjusted its internal control systems and operational processes.

In terms of employee training, the Company has established a digital learning platform for internal training programs and regularly invites academic experts and industry professionals to conduct seminars and professional courses. The Company also encourages employees to obtain professional certifications and participate in training programs offered by financial institutions to enhance professional capabilities and work efficiency.

As of the end of 2025, the Company had 158 employees. A total of 2,999 training attendances (6,670 hours) were recorded, averaging approximately 19 sessions (42 hours) per employee.

In-Charge of the Company: Cheng-Chuan Chang

Manager: Cheng-Hsiang Wei

Accounting Supervisor: Yu-Yi Fang

Report Item (2) Proposed by the Board

Proposal: Audit Committee's review of the Company's 2025 final accounts.

Explanation:

I. Please refer to pages 12-14 of the Audit Committee's Report.

Audit Committee’s Audit Report

The 2025 annual financial statement, resolved by the Board of Directors and reviewed by the Audit Committee, has been audited and certified by Chen Yin-Chou and Lee Kuan-Hao, Certified Public Accountants from Deloitte & Touche, An unqualified opinion verification report has been co-signed by both CPAs and issued. The Board of Directors also compiled the Company's directory of main property. All were reviewed, approved, and considered by the Audit Committee that there were no discrepancies. I hereby report pursuant to Article 14-4 of the Securities and Exchange Act mutatis mutandis to Article 219 of the Company Act.

2026 Annual Shareholder’s Meeting of China Bills Finance Corporation

Audit Committee, China Bills Finance Corporation

Convener: Chung-Ming Kuo (signature)

March 2, 2026

Audit Committee’s Audit Report

The Board of Directors also compiled the Company's 2025 annual business report, All were reviewed, approved, and considered by the Audit Committee that there were no discrepancies. I hereby report pursuant to Article 14-4 of the Securities and Exchange Act mutatis mutandis to Article 219 of the Company Act.

2026 Annual Shareholder’s Meeting of China Bills Finance Corporation

Audit Committee, China Bills Finance Corporation

Convener: Chung-Ming Kuo (signature)
March 25, 2026

Audit Committee’s Audit Report

The Board of Directors also compiled the Company's the proposal for distribution of 2025 earnings, All were reviewed, approved, and considered by the Audit Committee that there were no discrepancies. I hereby report pursuant to Article 14-4 of the Securities and Exchange Act mutatis mutandis to Article 219 of the Company Act.

2026 Annual Shareholder’s Meeting of China Bills Finance Corporation

Audit Committee, China Bills Finance Corporation

Convener: Chung-Ming Kuo (signature)
May 4, 2026

Report Item (3) Proposed by the Board

Proposal: The employees' profit sharing bonus and directors' compensation report for the year ended December 31, 2025

Explanation:

I. The Company's profit for the year 2025, calculated in accordance with Article 32, Paragraph 2 of the Company's Articles of Incorporation, amounted to NT$2,325,182,042 (before the appropriation of directors' and employees' remuneration), and has been audited by the certified public accountants. Pursuant to Article 2 of the Company's “Regulations Governing the Appropriation and Distribution of Directors’ and Employees’ Remuneration,” with reference to the earnings per share (EPS) after tax for the year of NT$1.34, it is proposed that directors’ remuneration and employees’ remuneration be appropriated at 1.5% each of the aforesaid profit, respectively totaling NT$34,877,731 each, to be distributed entirely in cash.

II. This proposal has been discussed and approved by the 9th meeting of the 6th Remuneration Committee of the Company and passed by the 22nd meeting of the 16th Board of Directors.

Report Item (4) Proposed by the Board

Proposal: Report on the Company's 2025 Remuneration Policy for Directors and Senior Executives

Explanation:

I. The Company determines the remuneration of directors and senior management personnel based on business development objectives, performance, and prevailing market salary levels to ensure that the remuneration structure remains competitive and aligned with the interests of shareholders.

II. The Company’s remuneration structure is designed to link with business performance, risk management, and sustainability strategies, ensuring that the incentive mechanisms effectively motivate the management team and align with the Company’s long-term objectives.

III. To ensure that remuneration levels are consistent with market standards, the Company regularly references remuneration data of directors and senior management personnel from peer financial institutions on an annual basis. The Remuneration Committee conducts reviews to ensure that the Company’s remuneration system remains competitive and appropriate.

IV. This matter is handled in accordance with Article 10-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, which stipulates that listed companies should report to the Annual General Shareholders’ Meeting of the remuneration received by directors, including the remuneration policy, details and amounts of individual remuneration, and its correlation with performance evaluation results.

V. This proposal has been discussed and approved by the 10th meeting of the 6th Remuneration Committee of the Company and passed by the 23rd meeting of the 16th Board of Directors.

China Bills Finance Corporation

Report on the Company's 2025 Remuneration Policy for Directors and Senior Executives

I. Analysis of the Total Remuneration Paid to Directors, the President, and the Vice President over the Past Two Years, as a Ratio to Net Income in the Financial Report:

	2024		2025
	Total Amount (NT$ Thousands)	Ratio to Net Income	Total Amount (NT$ Thousands)	Ratio to Net Income
Remuneration for Director	40,450	2.94%	56,559	3.15%
Remuneration for President and Vice President	26,527	1.93%	31,695	1.76%
Net Income	1,374,335	100.00%	1,796,079	100.00%

*The total remuneration paid to the Directors, the President and the Vice Presidents in 2025 increased compared to 2024, primarily due to the increase in net income after tax in 2025 and the satisfactory achievement of various business targets, and was appropriately adjusted in accordance with the Company's existing remuneration mechanism.

**The Company does not have any subsidiaries included in the consolidated financial statements.

II. Remuneration Policy, Standards, and Structure, Procedures for Determining Remuneration, and its Relationship with Business Performance and Future Risks:

Remuneration Policies, Standards, and Components

(1) The remuneration of the Company's directors is determined in accordance with Article 18-2 of the "Articles of Incorporation," which authorizes the Board of Directors to decide based on the level of participation and contribution of each director to the Company's operations, while considering the practices of peer financial institutions. Additionally, if the Company is profitable in the relevant year, the director's remuneration is allocated up to a maximum of 2.50% of the profit, in accordance with Article 32 of the "Articles of Incorporation," but independent

directors do not participate in the distribution of directors' remuneration. In December 2025, the Board of Directors approved the adoption of the Company’s “Regulations Governing the Appropriation and Distribution of Directors’ and Employees’ Remuneration,” under which, on the basis of the profit appropriation mechanism set forth in Article 32 of the Articles of Incorporation, an EPS-linked appropriation mechanism was introduced to strengthen the performance-oriented remuneration framework and to better recognize and reward the contributions of directors. Given the Company’s increase in net income in the year ended December 31, 2025, coupled with the satisfactory achievement of various operational targets, the total directors’ remuneration for the year increased compared to the year ended December 31, 2024.

(2) The remuneration of the Company’s senior management personnel is governed by the "Employee Remuneration Guidelines" and the "Year-End Bonus Allocation and Distribution Regulations", which specify various types of allowances and bonuses, designed to acknowledge and reward employees’ efforts and contributions. Bonuses are granted based on the Company’s annual operating performance, financial condition, business operations, and individual performance. In determining bonuses for senior executives, the Company refers to performance evaluations conducted in accordance with the "Employee Performance Management Guidelines" and the "Employee Performance Appraisal Implementation Procedures". The performance evaluation criteria for senior management personnel comprise the following: 1. Financial Indicators: Including but not limited to business target achievement rate, cost-to-income ratio, and asset quality. The evaluation also takes into account the extent to which each executive meets assigned goals. 2. Non-Financial Indicators: Including legal and regulatory compliance, internal control and risk management, sustainability objectives, and climate risk targets. Performance-based remuneration is calculated in accordance with the above evaluation metrics, and the remuneration system is reviewed and adjusted as necessary in response to actual operational circumstances and applicable regulations. Furthermore, in 2025, the Company has established sustainability-related performance evaluation indicators for the

President, which include: carbon reduction targets, carbon reduction strategies and concrete action plans, implementation of IFRS Sustainability Disclosure Standards projects, and optimization of the Corporate Governance Evaluation results.

(3) In accordance with Article 32 of the Company’s Articles of Incorporation, if the Company reports a profit in a given fiscal year, between 1.00% and 2.50% of such profit shall be allocated as employee remuneration. However, in the event of accumulated losses, the amount required to offset such losses shall be retained in advance. In addition, to share operating results with employees, it is stipulated that the portion allocated to entry-level employees shall not be less than 15% of the total amount of employee remuneration. In December 2025, the Board of Directors approved the adoption of the Company’s “Regulations Governing the Appropriation and Distribution of Directors’ and Employees’ Remuneration,” under which, on the basis of the profit appropriation mechanism set forth in Article 32 of the Articles of Incorporation, an EPS-linked appropriation mechanism was introduced to strengthen the performance-oriented remuneration framework, with a view to incentivizing and retaining outstanding employees.

(4) The Company's remuneration package comprises cash compensation, retirement benefits or severance pay, various allowances, and other forms of substantive incentives. The scope and disclosure of such remuneration are fully aligned with the requirements set forth in the Regulations Governing Information to be Published in Annual Reports of Public Companies, with respect to compensation for directors and managerial officers.

Procedures for Determining Remuneration

(1) To ensure a systematic and objective evaluation of compensation for directors and senior management personnel, the Company conducts regular performance assessments in accordance with the “Rules for Board Performance Evaluation of Board of Directors” for directors, and the “Employee Performance Appraisal Implementation Procedures” for senior management personnel. The remuneration of senior management personnel is determined with reference to key performance indicators (KPIs) tied to the Company’s operating performance and is subject to

approval by the Board of Directors. In particular, the performance evaluation of the President is based on the achievement of the Company's annual strategic and operational targets. The assessment encompasses a wide range of criteria, including: financial performance, leadership and team management, project and process execution, regulatory compliance and internal control, customer relationship management, sustainable development.

(2) In 2025, the Company engaged an independent external professional institution to conduct performance evaluations of the Board of Directors, individual directors, and members of various functional committees, and the results all indicated performance significantly exceeding the prescribed standards. The Company proactively implemented forward-looking strategies, including both revenue-generating initiatives and cost-reduction measures, as well as strategic business restructuring to optimize operational efficiency. As a result, overall profitability surpassed expectations. Accordingly, based on the results of the 2025 performance evaluation, all senior management personnel achieved or exceeded their designated performance targets.

(3) The performance evaluations and remuneration rationality of the Company's directors and senior management personnel are subject to annual assessments and reviews by both the Remuneration Committee and the Board of Directors. The actual remuneration amounts disbursed to directors and senior management personnel in 2025 were reviewed by the Remuneration Committee and subsequently approved by the Board of Directors.

Performance evaluations of directors are conducted in accordance with the “Rules for Board Performance Evaluation of Board of Directors” The assessment criteria include: (a) understanding of the Company’s goals and missions; (b) awareness of directors’ responsibilities; (c) level of engagement in Company operations; (d) management of internal relationships and communication; (e) professional competence and ongoing education; and (f) internal control oversight.

Performance evaluations of senior management personnel take into account individual performance achievements and contributions to the Company. Additionally, factors such

as prevailing practices in the financial industry, the Company’s overall operational performance, industry risk outlook and development trends are considered. The remuneration system is reviewed and adjusted as necessary in accordance with the Company’s actual operating conditions and relevant regulations. In line with current corporate governance trends, the Company seeks to maintain an appropriate balance between fair compensation and sustainable management and risk control.

Correlation Between Managerial Performance and Future Risk

(1) The review of the Company’s remuneration policies, related payment standards, and systems is primarily based on the overall operational performance of the Company. Payment standards are determined by assessing the achievement rates and contributions related to financial indicators and non-financial indicators (including sustainability indicators), with the aim of enhancing the overall organizational and team effectiveness of the Board of Directors and management departments. Additionally, industry remuneration standards are referenced to ensure that the Company's management remuneration remains competitive within the industry, thereby retaining outstanding management talent.

(2) The performance objectives of the Company’s senior management personnel are all closely aligned with risk management, ensuring that any potential risks within the scope of their responsibilities are properly identified, managed, and mitigated. Performance evaluations are conducted based on actual outcomes and are directly linked to the Company’s human resources policies and remuneration policies. The Company’s executive decision-making process involves a comprehensive assessment of various risk factors. The results of such decisions are reflected in the Company’s profitability, thereby establishing a clear connection between executive compensation and risk management performance.

Report Item (5) Proposed by the Board

Proposal: To report the proposal for Amendments to the Rules of Procedure of the Board of Directors Meetings

Explanation:

I. In order to further clarify the allocation of responsibilities in the operation of the Board of Directors and to comply with the relevant provisions of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies,” certain provisions are proposed to be amended as set forth below:

(I) Pursuant to Article 5 of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies,” a company shall designate a unit responsible for handling board meeting affairs and specify the same in its rules of procedure. Accordingly, a new Paragraph 2 is proposed to be added to Article 3 of these Rules to expressly designate the Administration Department as the unit responsible for handling the Board’s meeting affairs.

(II) Pursuant to Article 17 of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies,” Article 15 of these Rules is proposed to be amended to add that resolutions adopted by the Board of Directors shall, in addition to being recorded in the meeting minutes, be publicly disclosed and filed on the information reporting website designated by the competent authority within two days from the date of the board meeting.

II. The Comparison Table of these Rules of Procedure before and after the amendment (including the explanation of amendment) and the Regulations, please refer to Page 23 to Page 28 of this handbook.

III. The implementation of the proposal was passed by the 23rd meeting of the 16th term of Board of Directors of the Company.

Comparison chart and partial revised text of the Procedures for “Rules of Procedure of the Board of Directors Meetings of China Bills Finance Corporation

Provisions after amendment	Current provisions	Description
Article 3
The Board of Directors regularly held by the unit responsible for handling board meeting affairs shall notify all directors to attend at the time specified in the preceding article and provide enough meeting materials.
The unit responsible for handling board meeting affairs referred to in the preceding paragraph shall be handled by the Administration Department of the Company.	Article 3
The Board of Directors regularly held by the Company shall be authorized by the chairman of the Board of Directors to notify all directors to attend at the time specified in the preceding article and provide enough meeting materials.	Pursuant to Article 5 of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies,” a company shall designate a unit responsible for handling board meeting affairs and specify the same in its rules of procedure. This amendment expressly stipulates that the unit responsible for handling board meeting affairs of the Company shall be the Administration Department.
Article 15
Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing in relation to a resolution passed at a meeting of the Board of Directors, as well as any proposal not approved by the Audit Committee but approved by more than two-thirds of all directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the authority in charge.	Article 15
Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing in relation to a resolution passed at a meeting of the Board of Directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the authority in charge.	Pursuant to Article 17 of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies,” any additional resolutions adopted by the Board of Directors shall, in addition to being recorded in the meeting minutes, be publicly disclosed and filed on the information reporting website designated by the competent authority within two days from the date of the board meeting.
Article 28
...
The approval was made in the shareholder meeting on June 14 2024.
The ninth amendment was made in the 23nd meeting of the 16th Board of Directors on March 24, 2026. The approval was made in the shareholder meeting on 2026.	Article 28
...
The approval was made in the shareholder meeting on June 14 2024.	The ninth amendment date is added.

Rules of Procedure of the Board of Directors Meetings of China Bills Finance Corporation

Article 1 This rule is based on Paragraph 8 of Article 26-3 of the Securities and Exchange Act and Regulations Governing Procedure for Board of Directors Meetings of Public Companies

Article 2 The Board of Directors of the company shall be called quarterly. The reasons for calling a Board meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means of electronic transmission after obtaining prior consent from the recipients thereof.

Article 3 The Board of Directors regularly held by the unit responsible for handling board meeting affairs shall notify all directors to attend at the time specified in the preceding article and provide enough meeting materials. The unit responsible for handling board meeting affairs referred to in the preceding paragraph shall be handled by the Administration Department of the Company.

Article 3-1 Agenda items for regular Board of Directors meetings shall include the following:

Reports:
I. Minutes of last meeting and implementation status.
II. Significant financial report.
III. Internal audit report.
IV. Other important reports.
Discussion Items:
I. Items discussed and continued from the last meeting.
II. Items for discussion at this meeting.
Extempore motions.

Article 4 The following matters shall be discussed by the Board of Directors and specified in the notice of the reasons for calling a Board of Directors meeting. None of them shall be raised by an extraordinary motion.

Corporate business plan of the Company.
Annual and semi-annual financial reports.
Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (hereinafter the "Act"), and assessment of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of the Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
Offering, issuance, or private placement of any equity-type securities.
The election or discharge of the chairman of the board of directors.
Appointments and dismissal of finance, accounting, risk management, legal compliance and internal audit managers
A donation to a related party or a significant donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the following Board of Directors meeting for retroactive recognition.

The term "related party" in this subparagraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "significant donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NT$100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-

attested financial report for the most recent year. The term "within a 1-year period" means a period of 1 year calculated retroactively from the date on which the current board of director meeting is convened. Proposals already submitted to and passed by a resolution of the Board are exempted from inclusion in the calculation.

Any matter required by Article 14-3 of the Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or Board meeting, or any such significant matter as may be prescribed by the competent authority.

Article 5 When a meeting of the Board of Directors is held, an attendance book shall be made ready for signature by directors attending the meeting. Those who participate in the video conference are considered present in person, but they should fax an attendance card as sign of attendance.

If attendance of directors in person is not possible, directors may appoint another director to attend as their proxy. A power of attorney shall be presented, and the scope of responsibilities and obligations based on the purpose of the meeting shall be stated. At least one independent director shall attend the meeting of the Board in person. With respect to matters prescribed in Article 14-3 of the Securities and Exchange Act in the first subparagraph of the previous Article, all independent directors shall attend the meeting in person. If independent directors are unable to attend in person, they shall not appoint another independent director to attend the meeting as a proxy. If an independent director objects to or expresses reservations about the issue, it shall be recorded in the board meeting minutes; an independent director intending to express objection or reservations but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

A proxy under the descriptions of the previous two paragraphs may only accept a proxy from one person.

Article 6 Meetings of the Board of Directors shall be called and chaired by the chairperson of the board. However, if the first Board of Directors' meeting of each term is convened by the director who wins the most votes with voting rights in the shareholders' meeting, then the chairperson of the meeting shall be the meeting convener. When there are two or more conveners, they shall appoint one of them to be the chairperson of the meeting.

In accordance with paragraph 4 of Article 203 or paragraph 3 of Article 203-1 of the Company Act, if the Board of Directors' meeting is convened by more than half of the directors by themselves, the directors shall appoint one of them to act as the chairperson.

When the chairperson of the Board is on leave or for any reason is unable to exercise the powers of the chairperson, one of the directors shall be appointed to act as the chair by the chairperson. Where the chairperson does not make such appointment, directors shall elect one person from among themselves to serve as chair

Article 7 When holding a meeting of the board, the Company may notify personnel of relevant departments or subsidiaries to attend the meeting as nonvoting participants and report the current business situation of the Company and answer questions raised by directors to assist them in understanding the current situation of the Company and make appropriate resolutions. In addition, accountants, lawyers or other professionals may also be invited to attend meetings and to explain and provide expert opinions for the reference of the Board of Directors. However, they should leave the meeting during the discussion and voting.

Article 8 When it is time for meeting and over one-half of all Board of Directors are present, the chair may announce the convening of the meeting. When the majority of the total number of issued shares is not represented by the attending shareholders, the chair may announce to postpone the meeting. On the same day. The postponement is limited to

two times with a combined duration of less than one hour. If the quorum is not met after two postponements, the chair shall announce that the meeting will be reconvened in accordance with the provisions of Article 2.

Article 9 The Board of Directors shall proceed according to the agenda items scheduled in the notice of the meeting, but may change with agreements from more than half of the directors attending the meeting.

Based on the agenda items and the extempore motions scheduled in the preceding paragraphs, the chair may not declare the meeting closed without the approval of a majority of directors present at the meeting.

If at any time during the proceeding of a Board of Directors meeting, the directors sitting in the meeting are not more than half of the directors, then upon suggestion by the directors sitting in the meeting, the chair shall announce a suspension of meeting and proceed according to the preceding provisions.

During the proceedings of a board meeting, if the chair is unable to chair the meeting or fails to declare the meeting closed as provided in the Paragraph 2, the provisions of Article 6, Paragraph 3 shall apply mutatis mutandis to the selection of the deputy to act in place thereof

Article 10 When the chair deems that the discussion pertaining to a particular proposal is sufficient to reach a vote, the chair may announce an end to the discussion and ask for the meeting to proceed with voting.

When a proposal was put to a vote, after the chair asked the opinions of all directors present at the meeting and none voices an objection, the matter is deemed approved and made effective with the same voting. If a dissent is put forth upon inquiry made by the chair, the matter shall be put to vote.

Except as otherwise stated in the laws and regulations or in the Company Act, a resolution on a matter at a Board of Directors meeting requires the approval of half of the directors present at the meeting that shall be attended by half of all directors. The result of voting shall be reported on the spot and recorded in the meeting minutes.

Article 11 The voting method of the Board of Directors will be selected from either of the following; in case of the attendee is of dissenting opinion, resolution shall be made upon opinion of a majority of the attendees.

Vote by a show of hands or polling system.
Vote by roll call.
Vote by ballot.
The company's own choice of vote.

Vote monitoring and ballot counting is appointed by the chair when necessary, provided that the voting supervisor is also a director.

Article 12 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. If one of the proposals is approved by vote, the rest is deemed voted down, and none of which requires re-vote.

Article 13 Unless otherwise specified in the Act, if any director or a juristic person represented by a director is of an interested party with respect to any agenda item, the director shall state the important aspects of the relationship's interest at the respective meeting. When the relationship is likely to harm the interests of the company, the director should not participate in the discussion or voting on that agenda item, and further, enter recusal during discussion and voting and cannot act as another director's representative to exercise voting rights on that matter.

Where the spouse or a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.

The resolutions of the Board of Directors shall not include voting rights of directors who are not allowed to exercise the voting rights pursuant to the first two paragraph.

Article 14 Minutes shall be prepared for the discussions in Board of Directors meetings. The meeting minutes shall record the following:

Meeting sessions (or year), time, and place of meeting.
Name of the chair
Attendance of directors at the meeting, including the names and the number of directors present, excused, and absent.
Names and titles of those attending the meeting.
Name of the minute taker.
Report items.
Discussion items: the resolution method and the result for each proposal; a summary of the comments made by directors, experts, or other persons; an explanation of the important aspects of the relationship of interest as referred to in Paragraph 1 of the preceding article, the reasons for recusal and non-recusal, and the status of recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any objections or reservations issued in writing by independent directors due to absence.
Extempore motions: the name of the mover; the method of resolution and the result for each motion; a summary of the comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing.
Other matters that should be recorded

The minutes of a Board meeting shall bear the signature or seal of both the meeting chair and the minutes taker; a copy of the minutes shall be distributed to each director within 20 days after the meeting.

The Board of Directors' sign-in sheet is a part of the minutes of the meeting and should be included in the company's important files together with the minutes of the meeting. It should be kept permanently and properly during the company's existence.

The production and distribution of the meeting minutes referred to in Paragraph 1 may be done in an electronic form.

Article 15 Any matter about which an independent director expresses an objection or reservation that has been included in records or stated in writing in relation to a resolution passed at a meeting of the Board of Directors, as well as any proposal not approved by the Audit Committee but approved by more than two-thirds of all directors shall be stated in the meeting minutes and within two days of the meeting be published on an information reporting website designated by the authority in charge.

Article 16 The Company shall record on audio or video tape the entire proceedings of a Board of Directors meeting and preserve the recordings for at least five years; the recording may be preserved in electronic form.

Article 17 For any matters not specified in the Rules, please refer to relevant laws and regulations.

The establishment and amendment of these Rules shall be approved by the Board of Directors of the Company and reported to the shareholders' meeting.

The amendment was made in the 7th Meeting of the 10th Board of Directors on November 22nd, 2006. The approval was made in the shareholders' meeting on June 15, 2007. The first amendment was made in the 17th meeting of the 10th Board of Directors on September 19, 2007. The approval was made in the shareholders' meeting on February 5, 2008. The second amendment was made in the 30th meeting of the 11th Board of Directors on December 13, 2011. The approval was made in the shareholders' meeting on June 15, 2012. The third amendment was made in the 6th meeting of the 12th Board of Directors on

November 13, 2012. The approval was made in the shareholders’ meeting on May 22nd, 2013. The fourth amendment was made in the 20th meeting of the 13th Board of Directors on December 20, 2016. The approval was made in the shareholders’ meeting on May 26, 2017. The fifth amendment was made in the 32nd meeting of the 13th Board of Directors on December 19, 2017. The approval was made in the shareholders’ meeting on June 8, 2018. The sixth amendment was made in the 23rd meeting of the 14th Board of Directors on February 26, 2020. The approval was made in the shareholder meeting on May 28, 2020. The seventh amendment was made in the 16th meeting of the 15th Board of Directors on October 31, 2022. The approval was made in the shareholder meeting on June 16, 2023. The eighth amendment was made in the 32nd meeting of the 15th Board of Directors on February 27, 2024. The approval was made in the shareholder meeting on June 14 2024. The ninth amendment was made in the 23rd meeting of the 16th Board of Directors on March 24, 2026. The approval was made in the shareholder meeting on 2026.

Report Item (6) Proposed by the Board

Proposal: To report the proposal for Amendments to the Code of Ethical Conduct.

Explanation:

I. To strengthen the supervisory responsibilities of directors within the Company’s corporate governance framework, and in accordance with Article 7-1 of the “Regulations Governing Internal Control and Audit Systems of Financial Holding Companies and Banking Industries,” a new Paragraph 2 is proposed to be added to Article 9 to expressly provide that, in the course of performing their duties, if directors become aware of any circumstance that may cause material harm to the Company, they shall handle the matter promptly and appropriately, immediately notify the Audit Committee or the independent director members thereof, and report to the Board of Directors, and shall also supervise the Company in reporting to the competent authority, so as to ensure that the Company can take necessary responsive measures in a timely manner and mitigate operational risks.

II. The Comparison Table of these code of Procedure before and after the amendment (including the explanation of amendment) and the Regulations, please refer to Page 30 to Page 32 of this handbook.

III. The implementation of the proposal was passed by the 23rd meeting of the 16th term of Board of Directors of the Company.

Comparison chart and partial revised text of the Procedures for “Code of Ethical Conduct of China Bills Finance Corporation

Provisions after amendment	Current provisions	Description
Article 9
Reporting on illegal or unethical activities
The Company should raise awareness of the concept of ethics and encourage its personnel to report to independent directors, managerial officers, internal audit supervisors or other appropriate personnel upon suspicion or discovery of any activity in violation of laws, regulations or the code of ethical conduct. To encourage the personnel to report illegal conducts, the Company shall establish a specific reporting system and make the personnel aware that the company will do it's best to ensure the safety of informants and protect them from reprisals. In the course of performing their duties, if directors of the Company become aware of any circumstance that may cause material harm to the Company, they shall handle the matter promptly and appropriately, immediately notify the Audit Committee or the independent director members thereof, report to the Board of Directors, and shall also supervise the Company in reporting to the competent authority.	Article 9
Reporting on illegal or unethical activities
The Company should raise awareness of the concept of ethics and encourage its personnel to report to independent directors, managerial officers, internal audit supervisors or other appropriate personnel upon suspicion or discovery of any activity in violation of laws, regulations or the code of ethical conduct. To encourage the personnel to report illegal conducts, the Company shall establish a specific reporting system and make the personnel aware that the company will do it's best to ensure the safety of informants and protect them from reprisals.	To strengthen the supervisory responsibilities of directors within the Company’s corporate governance framework, and in accordance with Article 7-1 of the “Regulations Governing Internal Control and Audit Systems of Financial Holding Companies and Banking Industries,” in the course of performing their duties, if directors become aware of any circumstance that may cause material harm to the Company, they shall handle the matter promptly and appropriately, immediately notify the Audit Committee or the independent director members thereof, and report to the Board of Directors, and shall also supervise the Company in reporting to the competent authority, so as to ensure that the Company can take necessary responsive measures in a timely manner and mitigate operational risks.
Article 13
This Code of Conduct is implemented after obtaining the approval of the Board of Directors and then submitted to the shareholders’ meeting; the same procedure shall be followed for amendments. The Code was made in the 32th Meeting of the 13th Board of Directors on December 19nd, 2017. The approval was made at the shareholder’s meeting on June 8, 2018. The first amendment was made in the 23rd meeting of the 16th Board of Directors on March 24, 2026. The approval was made in the shareholder meeting on 0000 2026	Article 13
This Code of Conduct is implemented after obtaining the approval of the Board of Directors and then submitted to the shareholders’ meeting; the same procedure shall be followed for amendments. The Code was made in the 32th Meeting of the 13th Board of Directors on December 19nd, 2017. The approval was made at the shareholder’s meeting on June 8, 2018.	The first amendment date is added.

China Bills Finance Corporation Code of Ethical Conduct

Article 1 Purpose and basis for adoption
For the purpose of encouraging directors, managerial officers and all employees to act in line with ethical standards, and helping interested parties better understand the ethical standards of the Company, this Code of Ethical Conduct is established.

Article 2 Applicable objects
This guideline applies to the directors, managerial officers (including the Chief Auditor and accounting supervisors) and all employees (hereinafter referred to as "the Company's personnel").

Article 3 Prevention of conflicts of interest:
The Company's personnel should avoid personal interest or involvement in conflicts of interests that may interfere with the company's overall interests, and handle business affairs in an objective and efficient manner. They must not use their position in the company to make themselves, their spouses, parents, children, relatives or relatives of the relatives obtained improper benefits.

In the event of a major asset transaction or business transaction with a company that is related with the previous employee, the Company should prevent conflicts of interest and the Company's personnel shall actively explain whether or not there is a potential conflict of interest between the companies.

Article 4 Minimizing incentives to pursue personal gain
The Company's personnel must not:
(1) Plan to obtain personal gains by using company assets, company information, or their role in the Company;
(2) Obtain personal gains by using company assets, company information, or their role in the Company
(3) Compete with the company. When opportunities for the Company to obtain profit arise, The Company's personnel have the responsibility to increase the legitimate and legal benefits the Company may possibly gain.

Article 5 Confidentiality
The Company's personnel are obligated to not divulge information of the Company or its clients ("clients" refers to the counterparty to the Company's related businesses) unless otherwise authorized or required by law. Information to be concealed includes all unpublished information that, if leaked, may be used by the competitors, or cause damage to the Company or its clients.

Article 6 Fair Trade
The Company's personnel must treat its clients, competitors and employees fairly, and must not gain benefits inappropriately by manipulating, concealing or abusing information obtained as part of their role in the Company, or by misrepresenting important facts or employing other unfair trading practices.

Article 7 Safeguarding and proper use of company assets
The Company's personnel are responsible for protecting the company's assets and ensuring that they are used legally and efficiently in the business.

Article 8 Legal compliance
The Company's personnel must abide by the Act Governing Bills Finance Business, Securities and Exchange Act and other applicable laws, regulations and the rules of the Company.

Article 9 Reporting on illegal or unethical activities
The Company should raise awareness of the concept of ethics and encourage its personnel to report to independent directors, managerial officers, internal audit supervisors or other appropriate personnel upon suspicion or discovery of any activity in violation of laws, regulations or the code of ethical conduct. To encourage the personnel to report illegal conducts, the Company shall establish a specific reporting system and make the personnel aware that the company will do it's best to ensure the

safety of informants and protect them from reprisals. In the course of performing their duties, if directors of the Company become aware of any circumstance that may cause material harm to the Company, they shall handle the matter promptly and appropriately, immediately notify the Audit Committee or the independent director members thereof, report to the Board of Directors, and shall also supervise the Company in reporting to the competent authority.

Article 10 Disciplinary measures

When the Company's personnel violate the ethical code of conduct, they should be dealt with in accordance to relevant laws and regulations and various internal regulations. If the Company's personnel are in violation of the code of ethical conduct, the Company shall promptly disclose the date of violation, breach of the cause, violation of the guidelines, handling of violations and other information in the Market Observation Post System (MOPS).

Article 11 Applicable Procedures for Exemption

Any exemption for directors, or managerial officers must be in compliance with the code of Ethical Conduct and resolved in the Board of Directors, and that information on the date on which the Board of Directors adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS.

Article 12 Method of Disclosure

The Company shall disclose the code of ethical conduct it has adopted, and any amendments to it, on its company website, in its annual reports and prospectuses and on the MOPS.

Article 13 Enforcement

This Code of Conduct is implemented after obtaining the approval of the Board of Directors and then submitted to the shareholders' meeting; the same procedure shall be followed for amendments.

The Code was made in the 32th Meeting of the 13th Board of Directors on December 19nd, 2017. The approval was made at the shareholder's meeting on June 8, 2018.

The first amendment was made in the 23rd meeting of the 16th Board of Directors on March 24, 2026. The approval was made in the shareholder meeting on 0000 2026.

Ratification Items

Ratification Item (1) Proposed by the Board

Proposal: To approve 2025 Business Report and Financial Statements

Explanation:

I. The Company's 2025 review report, including business reports (please refer to page 7 to page 10 of this handbook), the directory of main property, and the audit report with unqualified opinions issued by Lee Kuan-Hao, Chen Yin-Chou, Certified Public Accountants of Deloitte & Touche have been reviewed by the Audit Committee, which considers the motion proper and the review report is represented (on page 12-13 of the Handbook) in accordance with Article 14-1 of the Securities Exchange Act and Article 219 of the Company Act.

II. This proposal has been discussed and approved by the 18th and 19th meeting of the 5th Audit Committee of the Company. The motion was approved at the 22nd and 23rd meeting of the 16th Board of Directors. Please refer to pages 36 to 46 of the Handbook for the CPA audit report and each financial statement.

Resolution:

China Bills Finance Corporation

Directory of Main Property

December 31, 2025 Unit: New Taiwan Dollar

Fixed asset category	Cost	Recognized depreciable amount	Book Value
Land	83,337	0	83,337
Housing and Construction	96,324	60,499	35,825
Machinery and computer equipment	66,365	41,870	24,495
Traffic and transportation equipment	11,133	6,351	4,782
Miscellaneous Equipment	19,620	14,105	5,515
Improvement of lease equity	7,485	6,027	1,458
Prepayments for equipment	0	0	0
Total	284,264	128,852	155,412

In-Charge of the Company: Cheng-Chuan Chang

Manager: Cheng-Hsiang Wei

Accounting Supervisor: Yu-Yi Fang

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
China Bills Finance Corporation

Opinion

We have audited the accompanying financial statements of China Bills Finance Corporation (the “Company”), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including material accounting policy information (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Publicly Held Bills Finance Companies, Regulations Governing the Preparation of Financial Reports by Securities Firms 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 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Estimated Impairment of Financial Guarantee Contracts

As of December 31, 2025, the Company’s estimated reserve for losses on guarantee for the Company’s financial guarantee contracts entered into with credit clients was $1,586,500 thousand. In accordance with the requirements of IFRS 9, “Financial Instruments”, the Company recognized the reserve for guarantee liabilities based on the assessed and estimated occurrence of expected losses on financial guarantee contracts. In addition, the reserve for guarantee liabilities was calculated and classified in accordance with the “Regulations Governing the Procedures for Bills Finance Companies to Evaluate Assets, Set Aside Loss Reserves, and Handle Non-Performing Credit, Non-Accrual Loans, and Bad Debt” (Regulations Governing the Procedures for Bad Debt) and related regulations.

Please refer to Notes 4, 5, 21 and 38 (g) for relevant information and accounting policy for financial guarantee contracts.

The Company should assess the classification of credit assets and recognize the reserve for guarantee liabilities in accordance with the “Regulations Governing the Procedures for Bad Debt”. The assessment and reservation involve subjective judgment and estimates, which will directly affect the related accrued amounts. Thus, the estimated impairment of financial guarantee contracts is deemed to be a key audit matter.

The main audit procedures we performed in response to certain aspects of the key audit matter described above are as follows:

We understood the relevant internal controls about the estimated impairment of reserve for guarantee liabilities of financial guarantee contracts and we tested the effectiveness of the operation of the controls.
We reviewed the management’s loss reserves evaluation report of credit assets, checked the completeness of credit assets on the loss reserves evaluation report and evaluated the appropriateness of classification. We also recalculated the amount of reserves for guarantee liabilities shown on the provision for loss reserves evaluation report to confirm the mathematical accuracy of provision for loss reserves.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Publicly Held Bills Finance Companies, Regulations Governing the Preparation of Financial Reports by Securities Firms 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 financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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:

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

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 financial statements for the year ended December 31, 2025 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 Kuan-Hao Lee and Yin-Chou Chen.

Deloitte & Touche
Taipei, Taiwan
Republic of China

February 26, 2026

Notice to Readers

The accompanying 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 financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying 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 financial statements shall prevail.

CHINA BILLS FINANCE CORPORATION

BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CASH AND CASH EQUIVALENTS (Notes 4 and 6)	$ 368,638	-	$ 547,603	-
DUE FROM THE CENTRAL BANK AND CALL LOANS TO BANKS (Notes 4 and 7)	-	-	330,000	-
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4, 8, 33 and 34)	152,103,636	57	150,478,933	60
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (Notes 4, 9 and 11)	102,976,196	39	94,715,735	38
INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST (Notes 4, 10, 11 and 34)	2,691,954	1	2,190,041	1
SECURITIES PURCHASED UNDER RESELL AGREEMENTS (Notes 4, 12 and 35)	4,306,136	2	1,955,700	1
RECEIVABLES, NET (Notes 4 and 13)	1,347,172	1	988,667	-
CURRENT TAX ASSETS (Notes 4 and 31)	331,173	-	436,938	-
OTHER FINANCIAL ASSETS, NET (Notes 4 and 14)	120,797	-	79,745	-
PROPERTY AND EQUIPMENT, NET (Notes 4 and 15)	155,412	-	155,425	-
RIGHT-OF-USE ASSETS, NET (Notes 4, 16 and 33)	31,066	-	2,840	-
DEFERRED TAX ASSETS (Notes 4 and 31)	82,112	-	246,561	-
OTHER ASSETS, NET (Notes 17 and 34)	607,563	-	598,721	-
TOTAL	$ 265,121,855	100	$ 252,726,909	100
LIABILITIES AND EQUITY
CALL LOANS FROM BANKS AND OVERDRAFTS ON BANKS (Note 18)	$ 29,965,143	12	$ 21,105,772	8
FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4 and 8)	13,360	-	23,796	-
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS (Notes 4, 19, 33 and 35)	204,299,001	77	204,003,192	81
ACCOUNTS PAYABLE (Note 20)	664,458	-	617,981	-
CURRENT TAX LIABILITIES (Notes 4 and 31)	71,901	-	-	-
PROVISIONS (Notes 4, 5 and 21)	1,586,500	1	1,401,077	1
LEASE LIABILITIES (Notes 4, 16 and 33)	31,231	-	2,886	-
DEFERRED TAX LIABILITIES (Notes 4 and 31)	48,366	-	49,002	-
OTHER LIABILITIES	611,447	-	301,039	-
Total liabilities	237,291,407	90	227,504,745	90
EQUITY (Notes 4 and 23)
Ordinary share	13,429,600	5	13,429,600	5
Capital surplus	16,737	-	15,222	-
Retained earnings
Legal reserve	9,681,399	4	9,232,120	4
Special reserve	1,731,829	1	1,731,829	1
Unappropriated earnings	1,692,899	-	1,500,528	-
Total retained earnings	13,106,127	5	12,464,477	5
Other equity	1,277,984	-	(687,135)	-
Total equity	27,830,448	10	25,222,164	10
TOTAL	$ 265,121,855	100	$ 252,726,909	100

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

CHINA BILLS FINANCE CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024		Percentage Increase (Decrease)
	Amount	%	Amount	%	%
NET INTEREST
Interest revenue (Notes 4 and 24)	$ 4,880,942	164	$ 4,218,835	188	16
Deduct: Interest expense (Notes 4, 24 and 33)	(3,956,930)	(133)	(3,854,075)	(172)	3
Net interest	924,012	31	364,760	16	153
NET REVENUES OTHER THAN INTEREST
Service fee income, net (Notes 4 and 25)	1,607,919	54	1,379,149	62	17
Gains on financial assets and liabilities at fair value through profit or loss (Notes 4, 8, 26 and 33)	139,126	5	14,673	1	848
Realized gains on financial assets at fair value through other comprehensive income (Notes 4 and 27)	316,136	11	407,785	18	(22)
Foreign exchange (losses) gains, net (Notes 4 and 28)	(12,043)	(1)	78,196	3	(115)
Reversal of impairment losses (impairment losses) on financial assets (Notes 4 and 11)	3,530	-	(5,815)	-	161
Other non-interest losses, net	(105)	-	(218)	-	(52)
TOTAL NET REVENUES	2,978,575	100	2,238,530	100	33
PROVISIONS (Notes 4 and 21)	(108,857)	(4)	(27,899)	(1)	290
OPERATING EXPENSES (Notes 4, 29, 30 and 33)
Employee benefit expenses	(417,612)	(14)	(381,213)	(17)	10
Depreciation and amortization	(26,244)	(1)	(25,722)	(1)	2
Others	(170,435)	(5)	(150,388)	(7)	13
Total operating expenses	(614,291)	(20)	(557,323)	(25)	10
PROFIT BEFORE INCOME TAX	2,255,427	76	1,653,308	74	36
INCOME TAX EXPENSE (Notes 4 and 31)	(459,348)	(16)	(278,973)	(12)	65
NET INCOME FOR THE YEAR	1,796,079	60	1,374,335	62	31

(Continued)

CHINA BILLS FINANCE CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024		Percentage Increase (Decrease)
	Amount	%	Amount	%	%
OTHER COMPREHENSIVE (LOSS) INCOME
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Notes 4 and 22)	$ 7,191	-	$ 23,236	1	(69)
Unrealized losses on investments in equity instruments at fair value through other comprehensive income (Notes 4 and 23)	(51,733)	(1)	(7,481)	(1)	592
Income tax related to items that will not be reclassified subsequently to profit or loss (Notes 4 and 31)	-	-	(4,583)	-	100
Items that will not be reclassified subsequently to profit or loss for the year, net of income tax	(44,542)	(1)	11,172	-	(499)
Items that may be reclassified to profit or loss:
Unrealized gains or losses on investments in debt instruments at fair value through other comprehensive income (Notes 4 and 23)	2,101,792	71	(161,112)	(7)	1,405
Income tax related to items that may be reclassified subsequently to profit or loss (Notes 4 and 31)	(199,051)	(7)	43,193	2	(561)
Items that may be reclassified subsequently to profit or loss for the year, net of income tax	1,902,741	64	(117,919)	(5)	1,714
Other comprehensive income (loss) for the year, net of income tax	1,858,199	63	(106,747)	(5)	1,841
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 3,654,278	123	$ 1,267,588	57	188 (Continued)

CHINA BILLS FINANCE CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024		Percentage Increase (Decrease)
	Amount	%	Amount	%	%
EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 32)
Basic	$ 1.34		$ 1.02
Diluted	$ 1.34		$ 1.02

The accompanying notes are an integral part of the financial statements. (Concluded)

CHINA BILLS FINANCE CORPORATION

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Ordinary Share Capital (Notes 4 and 23)	Capital Surplus (Notes 4 and 23)	Retained Earnings (Notes 4 and 23)			Other Equity (Notes 4 and 23) Unrealized Gains (Losses) on Financial Assets at Fair Value Through Other Comprehensive Income	Total Equity
			Legal Reserve	Special Reserve	Unappropriated Earnings
BALANCE ON JANUARY 1, 2024	$ 13,429,600	$ 13,509	$ 8,810,708	$ 1,731,829	$ 1,404,707	$ (457,129)	$ 24,933,224
Legal reserve	-	-	421,412	-	(421,412)	-	-
Special reserve	-	-	-	-	-	-	-
Cash dividends distributed	-	-	-	-	(980,361)	-	(980,361)
Unclaimed dividends	-	1,713	-	-	-	-	1,713
Net income for the year ended December 31, 2024	-	-	-	-	1,374,335	-	1,374,335
Other comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	18,653	(125,400)	(106,747)
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	1,392,988	(125,400)	1,267,588
Disposal of investments in equity instruments designated as at fair value through other comprehensive income	-	-	-	-	104,606	(104,606)	-
BALANCE ON DECEMBER 31, 2024	13,429,600	15,222	9,232,120	1,731,829	1,500,528	(687,135)	25,222,164
Legal reserve	-	-	449,279	-	(449,279)	-	-
Cash dividends distributed	-	-	-	-	(1,047,509)	-	(1,047,509)
Unclaimed dividends	-	1,515	-	-	-	-	1,515
Net income for the year ended December 31, 2025	-	-	-	-	1,796,079	-	1,796,079
Other comprehensive income for the year ended December 31, 2025	-	-	-	-	7,191	1,851,008	1,858,199
Total comprehensive income for the year ended December 31, 2025	-	-	-	-	1,803,270	1,851,008	3,654,278
Disposal of investments in equity instruments designated as at fair value through other comprehensive income	-	-	-	-	(114,111)	114,111	-
BALANCE ON DECEMBER 31, 2025	$ 13,429,600	$ 16,737	$ 9,681,399	$ 1,731,829	$ 1,692,899	$ 1,277,984	$ 27,830,448

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

CHINA BILLS FINANCE CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 2,255,427	$ 1,653,308
Adjustments for:
Depreciation expenses	23,088	22,331
Amortization expenses	3,156	3,391
(Reversal) recognized of expected credit impairment loss	(3,530)	5,815
Net (gain) loss on valuation of financial assets and liabilities at fair value through profit or loss	(1,728)	55,747
Interest expense	3,956,930	3,854,075
Interest revenue	(4,880,942)	(4,218,835)
Dividend revenues	(217,711)	(210,332)
Net change in reserve for losses on guarantees	185,423	30,000
Loss (gain) on disposal of property and equipment	167	(57)
Changes in operating assets and liabilities
Financial assets at fair value through profit or loss	(1,633,411)	(32,412,370)
Financial assets at fair value through other comprehensive income	(6,206,872)	1,024,803
Investments in debt instruments at amortized cost	(498,193)	-
Securities purchased under resell agreements	(2,350,436)	909,325
Receivables and non-accrual loans	(180,917)	791,049
Other financial assets	(41,052)	(20,367)
Other assets	(2,390)	1,735
Securities sold under repurchase agreements	295,809	26,735,175
Payables	78,977	32,387
Provisions for employee benefits	-	(5,845)
Other liabilities	310,396	84,311
Interest received	4,699,710	4,054,951
Dividend received	217,647	215,332
Interest paid	(3,987,139)	(3,836,331)
Income tax paid	(316,920)	(345,636)
Net cash used in operating activities	(8,294,511)	(1,576,038)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and equipment	(8,144)	(19,784)
Proceeds from disposal of property and equipment	366	426
Decrease in refundable deposits	43	62
Increase in other assets	(2,460)	(479)
Net cash used in investing activities	(10,195)	(19,775)

(Continued)

CHINA BILLS FINANCE CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in call loans from banks and overdrafts on banks	$ 8,859,371	$ 3,202,262
Repayment of the principal portion of lease liabilities	(16,121)	(16,229)
Cash dividend paid	(1,047,509)	(980,361)
Net cash generated from financing activities	7,795,741	2,205,672
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(508,965)	609,859
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	877,603	267,744
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 368,638	$ 877,603

Reconciliation of the amounts in the statements of cash flows with the equivalent items reported in the balance sheets on December 31, 2025 and 2024:

	2025	2024
Cash and cash equivalents in the balance sheets	$ 368,638	$ 547,603
Due from the Central Bank and call loans to banks in accordance with cash and cash equivalents under IAS 7 “Statement of Cash Flows”	-	330,000
Cash and cash equivalents at the end of the year	$ 368,638	$ 877,603

The accompanying notes are an integral part of the financial statements. (Concluded)

Ratification Item (2) Proposed by the Board

Proposal: To approve the proposal for distribution of 2025 earnings

Explanation:

I. The Company's earnings after tax for 2025 was NT$1,796,078,735, and "other comprehensive income directly carried forward to retained earnings" to NT$-106,919,973. In accordance with The Act Governing Bills Finance Business, 30% shall be set aside as legal reserve, amounting to NT$506,747,629. After adding the undistributed earnings and retained earnings at the beginning of the period of NT$3,741,475 and the reversal of the special reserve appropriated in accordance with applicable laws and regulations in the amount of NT$22,511,392, the total distributable surplus for the year was NT$1,208,664,000. The proposed cash dividend per share was NT$0.90 and the unappropriated earnings at the end of the period were NT$0.

II. The earnings will be distributed in cash and the cash dividends are calculated up to NT$ 1. Decimal points are rounded down and the uncounted shares in fractions of NT$ 1 is included in other incomes.

III. The proposal for earning distribution is attached (see Page 48 of this handbook).

IV. The proposal has been approved at the 24th meeting of the 16th Board of Directors. The Company's Audit Committee has reviewed the proposal and found no discrepancies. The review report has been issued (see page 14 of this handbook) in accordance Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

V. In addition, the proposal has been authorized by the 24th meeting of the 16th board of directors of the Company to set the ex-dividend date for cash dividends and other related matters after the proposal is approved by the shareholders' meeting.

Resolution:

China Bills Finance Corporation
2025 Earning Distribution Table

	Amount (NT$)		Description
Unappropriated retained earnings at beginning of year		3,741,475
Plus:2025 after-tax net profits	1,796,078,735
Plus: Other comprehensive income (losses) directly carried forward to retained earnings	(106,919,973)		The decrease in liabilities was mainly due to the increase in provisions for pension funds and the gain on disposal of stocks measured at fair value from other comprehensive income.
Unappropriated retained earnings after adjustment		1,689,158,762
Less: Appropriation of 30% legal reserve		(506,747,629)	1. According to Article 34 of the Financial Management Law of the Securities and Exchange Fund, 30% will be allocated.
2. In accordance with the provisions of Letter No. 10802432410 issued by the Ministry of Economic Affairs, the basis for appropriation shall be “the current period’s net income after tax plus the amount of items other than the current period’s net income after tax that are included in the unappropriated retained earnings of the year.”
Reversal of special reserve appropriated from 2022 unappropriated earnings		22,511,392	In accordance with FSC Order No. Jin-Guan-Zheng-Fa-Zi-1090150022.
Distributable earnings		1,208,664,000
Less: Shareholders' dividends (NT$ 0.90 per share)	(1,208,664,000)	(1,208,664,000)
unappropriated retained earnings at end of year		0

Note:
A. In accordance with FSC Order No. Jin-Guan-Zheng-Fa-Zi-1090150022, where a company records a net reduction in other equity items for the current period, it shall appropriate a special reserve in an amount equal to such net reduction from the sum of the net income after tax for the current period and the portion of retained earnings recognized from items other than the net income after tax for the current period. If such amount is insufficient, the shortfall shall be appropriated from the unappropriated earnings of prior periods. Subsequently, when the net reduction in other equity items is reversed, the special reserve may be reversed to the extent of such reversal for the purpose of earnings distribution.

B. Shareholders' dividend was NT$ 0.90 per share, which is calculated based on 1,342,960 thousand shares outstanding in circulation.

C. The earnings will be distributed in cash and the cash dividends are calculated up to NT$ 1. Decimal points are rounded down and the uncounted shares in fractions of NT$ 1 is included in other incomes.

D. Priority allocation of 2025 annual surpluses. Any shortfall shall be covered by the reversal of the special reserve appropriated from 2022 unappropriated earnings.

In-Charge of the Company: Cheng-Chuan Chang

Manager: Cheng-Hsiang Wei

Accounting Supervisor: Yu-Yi Fang

Discussion Item

Discussion Item (1) Proposed by the Board

Proposal: To amend Rules of Procedures for Shareholders' Meetings

Explanation:

I. In order to align with the “Model Regulations for Rules of Procedure for Shareholders’ Meetings” as amended by the Taiwan Stock Exchange on March 5, 2026, certain provisions of the Company’s “Rules of Procedure for Shareholders’ Meetings” are proposed to be amended. The key amendments include stipulating that the meeting handbook shall be disclosed 30 days prior to the shareholders’ meeting, specifying the qualifications and duties of scrutineers for certain proposals, and requiring that the minutes of the shareholders’ meeting include the names and titles of the scrutineers.

II. Please refer to page 52 to page 63 of this handbook for the full text of the comparison table of the Articles before and after the amendment (including amendment descriptions) and the measures.

III. The implementation of the proposal was passed by the 23rd meeting of the 16th term of Board of Directors of the Company.

Resolution:

Comparison chart and partial revised text of the Procedures for of the " Rules of Procedures for Shareholders' Meetings " of the China Bills Finance Corporation.

Provisions after amendment	Current provisions	Description
Article 3
...(Omitted)	Article 3
...(Omitted)	Pursuant to Paragraph 4 of Article 3 of the “Model Regulations for Rules of Procedure for Shareholders’ Meetings” as amended by the Taiwan Stock Exchange on March 5, 2026, it is expressly stipulated that the shareholders’ meeting handbook and related information shall be disclosed 30 days prior to the shareholders’ meeting.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, the shareholders’ meeting handbook, and supplementary meeting materials, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.
In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
...(Omitted)	This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.
This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NTS10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
Article 13
...(Omitted)	Article 13
...(Omitted)	Pursuant to Article 13 of the “Model Regulations for Rules of Procedure for Shareholders’ Meetings” as amended by the Taiwan Stock Exchange on March 5, 2026, Paragraphs 8 through 11 are proposed to be added to expressly stipulate that, for certain proposals, the chair shall appoint a lawyer, certified public accountant, or notary
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
Where a shareholders’ meeting involves the election of directors and the number of candidates exceeds the number of seats to be filled, the dismissal of directors, or proposals as set forth in Article 185 or Article 316 of the Company Act, or Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, it is advisable that the	Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.
...(Omitted)

| chair appoint a lawyer, certified public accountant, or notary public to serve as vote monitoring personnel.
The persons designated by the chair pursuant to the preceding paragraph shall not be those responsible for handling matters related to the voting procedures, and shall not be directors, managerial officers, or employees of this Corporation or its affiliates.
The vote monitoring personnel shall supervise the voting and vote counting process and shall sign the statistical tabulation of election results.
Where vote monitoring personnel are appointed pursuant to the preceding paragraph, the minutes of the shareholders’ meeting shall include the names and titles of the vote monitoring personnel.
(Subsequent items are renumbered accordingly.) | | public as vote monitoring personnel, and that such personnel shall be independent and shall not concurrently serve as directors, managerial officers, or employees of this Corporation or its affiliates. It is further expressly stipulated that the vote monitoring personnel shall supervise the voting and vote counting process and sign the statistical tabulation of results, and that the minutes of the shareholders’ meeting shall include the names and titles of the vote monitoring personnel. |
| --- | --- | --- |
| Article 36
…(Omitted)
The sixth amendment was made at the annual shareholder’s meeting on June 14, 2024. The seventh amendment was made at the annual shareholder’s meeting on OOOO 2026. | Article 36
…(Omitted)
The sixth amendment was made at the annual shareholder’s meeting on June 14, 2024. | The Article number is change, also add the Latest amendment date. |

China Bills Financial Corporation Rules of Procedure for Shareholders' Meetings(Draft)

Article 1 To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies..

Article 2 The rules of procedures for the Company shareholders meetings, except as otherwise provided by law, regulation, or the articles of association, shall be as provided in these Rules.

Article 3 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.

In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-

election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder shall issue a power of attorney and only one proxy may be appointed. It shall be delivered to the Company five days before the shareholders' meeting. When there is more than one power of attorney delivered, the first one delivered shall prevail unless it has been revoked. After the power of attorney of a proxy is delivered to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders' meeting in person, a proxy rescission notice shall be delivered to the Company two days in writing prior to the date of the shareholders' meeting. The voting power exercised by the authorized proxy at the meeting shall prevail should such rescission fails to be delivered in time.

If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 Shareholders' meeting shall convene at the Company's registered office or a place convenient to attend and suitable for meeting; the meeting shall be called no earlier than 9:00 a.m. and no later than 3:00 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 6 This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the

shareholders meeting in person.

Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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 on the attendance book.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

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 attends an annual general shareholders meeting, that may only designate one person as its representative.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1 To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the Company and other related matters requiring attention

Article 7 When shareholders' meeting is convened, the Chairman of the Board is the chair of the meeting. In case the Chairman of the Board is on leave, absent, or cannot exercise his/her power and authority for any cause, the Chairman of the Board shall designate one of the directors to act on

his/her behalf. In the absence of such a designation, the directors shall elect one from among themselves as an acting chairman.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related personnel to attend a shareholders meeting in a non-voting capacity.

Article 8 This Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the company in accordance with Article

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 10 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11 Before making the speech, the attending shareholder must specify on a speaker's slip with the subjects of the speech, his/her shareholder account number (or attendance card number), and account name. The orders of speech by which shareholders make will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the content specified on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop the shareholders who interrupt other shareholders' speeches.

When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

In the wake of shareholder's speech, the chair of the meeting may respond in person or designate relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12 The voting of the annual general shareholders meeting shall be calculated based on the number of shares they represent.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

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

Article 13A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the company holds a shareholder meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

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

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the 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, provided that all monitoring personnel shall be shareholders of this Corporation.

Where a shareholders’ meeting involves the election of directors and the number of candidates exceeds the number of seats to be filled, the dismissal of directors, or proposals as set forth in Article 185 or Article 316 of the Company Act, or Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, it is advisable that the chair appoint a lawyer, certified public accountant, or notary public to serve as vote monitoring personnel.

The persons designated by the chair pursuant to the preceding paragraph shall not be those responsible for handling matters related to the voting procedures, and shall not be directors, managerial officers, or employees of this Corporation or its affiliates.

The vote monitoring personnel shall supervise the voting and vote counting process and shall sign the statistical tabulation of election results.

Where vote monitoring personnel are appointed pursuant to the preceding paragraph, the minutes of the shareholders’ meeting shall include the names and titles of the vote monitoring personnel.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, 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 this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14 The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.

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 one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15 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 meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a

public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 16 On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 The administrative staff of shareholders' meeting shall wear an identification card or an armband.

The chair may command picket or security personnel to maintain order of meeting place. The picket or security personnel shall wear armbands or identification card of "picket" when maintaining order.

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

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

Article 18 During meeting proceedings, the chair may declare a break based on his or her judgment. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within

five days in accordance with Article 182 of the Company Act.

Article 19 In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20 When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21 In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22 When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the Company and other related matters requiring attention.

Article 23 The Rules come into force after the approval of the board of directors; the same procedure shall be followed for amendments. The Rules were adopted by the annual shareholders’ meeting on April 11, 1989. The first amendment was made at the annual shareholders’ meeting on April 29, 1998. The second amendment was made at the annual shareholders’ meeting on May 24, 2002. The third amendment was made at the annual shareholders’ meeting on June 9, 2006. The fourth amendment was made at the annual shareholder’s meeting on June 15, 2012. The fifth amendment was made at the annual shareholder’s meeting on June 17, 2022. The sixth amendment was made at the annual shareholder’s meeting on June 14, 2024. The seventh amendment was made at the annual shareholder’s meeting on OOOO 2026.

Extempore Motions

Appendices

Appendix I

Articles of Association of China Bills Finance Corporation

Chapter 1 General Provisions

Article 1 The Company is organized as a company limited by shares in accordance with the provisions of the Company Act by the name of "China Bills Finance Corporation".

Article 2 The purpose of the establishment of the company is to assist the government in establishing a currency market, facilitate the dispatch of short-term capital of industrial and commercial enterprises, and promote the circulation of qualified bills and government bonds to meet the needs of economic development.

Article 3 The company is located in Taipei, Republic of China, and may set up branch offices depending on business needs.

Chapter 2 Business

Article 4 The Company engages in the following business activities:

H102011 Bills finance industry.
H301011 Securities dealers.

Article 4-1 The business scope of the Company's operations is as follows:

Certification and underwriting of short-term bills.
Certification and underwriting of financial bonds
Brokerage and proprietary of short-term bills
Brokerage and proprietary of financial bonds
Brokerage and proprietary of government bonds
Guarantees and endorsements for short-term bills
Financial consulting service for enterprises
Other related businesses approved by the competent authority.

Chapter 3 Shares

Article 5 The total capital of the Company is NT$16,787,000,000, which is divided 1,678,700,000 shares, with the value of NT$10 per share.

Article 6 All of the shares issued by the Company shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof.

Article 7 When the Company issues new shares, its shares may be printed for the total number of shares issued, or may not be printed for the total shares issued.

For the new shares to be issued pursuant to the provisions of the preceding paragraph, the custody of the consolidated printed stocks or the stock registration of the exempted stocks shall be handled through the central securities depository institution.

Article 8 Shareholders shall fill out the seal card and submit it to the Company for deposit. When shareholders collect dividends and the execute equity in writing, the seal is used as evidence.

Article 9 Unless otherwise provided for under laws or securities regulations, all share handling matters such as the transfer of shares or any pledge, loss, succession, donation, as well as the loss or change of seals or addresses shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies," except for laws or regulations governing securities regulate otherwise.

Article 10 The transfer of stocks shall be suspended within 60 days prior to the convening date of an Annual General Shareholders' Meeting, or within 30 days prior to the convening date of an Extraordinary General Shareholders' Meeting, or within 5 days prior to the base date fixed by the Company for distribution of dividends other benefits.

Chapter 4 Shareholders' meeting

Article 11 There are two types of General Shareholders' Meeting: Annual and Extraordinary. They shall be convened by the board of directors in accordance with the law unless otherwise provided for in the Company Act. The regular meetings are convened at least once a year, and are held within six months after the end of each fiscal year, and the shareholders are notified 30 days in advance. For Extraordinary General Shareholder's Meeting, shareholders will be convened in accordance with the law when necessary and will notify shareholders 15 days in advance. However, for shareholders holding less than one thousand registered shares, the notice of the shareholders' meeting of these shareholders may be publicly announced.

Article 11-1 The shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.

In case a shareholders' meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 12 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, shall be adopted by a majority vote of the shareholders present, who represent the majority of the total number of voting shares.

Article 13 Any shareholder may issue a power of attorney prepared by the Company and specify the range of authority to be conferred to delegate a proxy to attend a shareholder meeting on his or her behalf.

With the exception of a trust enterprise or an agent for stock affairs approved by the competent authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy must not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

A shareholder shall issue a power of attorney and only one proxy may be appointed. It shall be delivered to the Company five days before the shareholders' meeting. When there is more than one power of attorney delivered, the first one delivered shall prevail unless it has been revoked. After the power of attorney of a proxy is delivered to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders' meeting in person or to exercise his/her/its voting power in writing or by electronic transmission, a proxy rescission notice shall be delivered to the Company two days in writing prior to the date of the shareholders' meeting. The voting power exercised by the authorized proxy at the meeting shall prevail should such rescission fails to be delivered in time.

Method of attendance by proxy, besides abiding by the conditions stated in Company Act, shall also follow the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" from the competent authority.

Article 13-1 When the Company convenes a shareholders' meeting, it may adopt the right to vote in writing or electronically. When voting rights are exercised in writing or by electronic transmission, the method of exercise shall be specified in the shareholders' meeting notice.

A shareholder exercising voting rights specified in the preceding paragraph through correspondence or electronic means are deemed to have attended the meeting in person. However, they are deemed to have waived his/her rights with respect to the extempore motions and amendments to original proposals of that meeting;

Article 13-2 A shareholder intending to exercise voting rights by correspondence or through electronic means specified the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When more than one declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to rescind the earlier declaration of intent.

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

shall be made known to the Company, by the same means by which the voting rights were exercised, two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after the designated time frame, the voting rights already exercised by correspondence or electronic means shall prevail.

Article 14 Except as otherwise provided in the Company Act or other laws, shareholders have one voting rights per share.

Article 15 When shareholders' meeting is convened, the Chairman of the Board is the chair of the meeting. In case the Chairman of the Board is on leave, absent, or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act on his/her behalf. In case there is no Vice Chairman, or that the Vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman of the Board shall designate one of the directors to act on his/her behalf. In the absence of such a designation, the directors shall elect one from among themselves as an acting chairman. If a shareholders' meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall select a chair from among themselves.

Article 16 The duties and powers of shareholders' meetings are as follows:

To determine and amend the Articles of Association of the Company.
Elect directors.
Recognize the financial report proposed by the Board of Directors and make resolutions on whether to allocate surplus or compensate deficit.
Resolutions of increases or decreases in capital.
Other important issues and resolutions of matters stipulated in the Company Act.

Article 17 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 with a copy distributed to each shareholder within 20 days after the conclusion of the meeting.

The production and distribution of the meeting minutes referred to in preceding paragraph may be done in an electronic form.

Public companies may distribute the meeting minutes mentioned in the first paragraph by means of a public announcement.

The minutes of the meeting shall record the year, month, day, place, name of the chairman, method of resolution, the essentials and the results of the meeting, and shall be kept forever.

The attendance book of the shareholders and the power of attorney attending the shareholders must be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the documents shall be retained until the conclusion of the litigation.

Chapter 5 Board of Directors

Article 18 The Company shall have nine to eleven directors, adopting the nomination system for candidates, which shall be elected by the shareholders' meeting for the list of director candidates announced by the Company. The term of office is three years and the directors can be reelected. In compliance with Articles 14-2 and 14-4 of the Securities Exchange Act, starting from the 12th Board of Directors, the number of independent directors should be no less than three and no less than one-fifth of the total number of directors. Independent directors are elected in accordance with the provisions of Article 18-1 of this Articles of Association.

The board of directors of the Company is organized by all directors.

When the shareholders' meeting elects a director, each share has the same voting rights as the number of directors to be elected, and the voting rights can be consolidated to one candidate, they or may be allocated a number of candidates. Whichever candidate receives more voting rights is elected as a director.

The Company shall buy liability insurance for its directors which covers the responsibility they bear in the scope of business during their term of office.

Article 18-1 The Company's independent directors shall be elected by the shareholders' meeting on the List of candidates for independent directors.

The list of candidates for the independent directors of the company may be submitted in the

following manner. After the board of directors assesses that they meet the conditions for independent directors, they shall be sent to the shareholders meeting for election:

I. Shareholders holding shares of more than 1% of the total number of issued shares can submit a written list of candidates for independent directors to the Company in writing. The number of nominees must not exceed the number of seats allocated to independent directors in the board of directors.

II. The list of candidates for independent directors shall be submitted by the board of directors. The number of nominees must not exceed the number of seats allocated to independent directors in the board of directors.

III. Other methods prescribed by the competent authority.

Independent directors and non-independent directors should be elected together and the number of elected seats is calculated separately; at least one of the elected independent directors should have accounting or financial expertise.

Article 18-2 For the remuneration of the directors of the Company shall, in addition to the remuneration distributed in accordance with the provisions of Article 32, the board of directors is authorized to agree on the extent of the director's participation in the Company's operations and the value of his contribution, and refers to the circumstances of the financial industry peers.

Article 19 The total number of shares held by all directors of the company shall be handled in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" promulgated by the competent authority of securities.

Article 20 The board meeting shall be attended by at least two-thirds of all directors and resolved by more than half of the directors. The directors shall elect a Chairman from among themselves. A Vice Chairperson may be elected in the same manner when necessary.

Article 21 The Chairman of the Board of Directors represents the company externally, and is the chair of shareholders' meeting and the chair of the board of directors internally. When the Chairman of the Board of Directors takes leave or is not able to exercise his/her powers for any reason, the Chairman will be represented by the Vice Chairman of the Board. When there is no Vice Chairman, or the Chairman and the Vice Chairman are simultaneously on leave or unable to exercise their powers for any reason, one of the directors appointed by the Chairman of the Board of Directors shall be the acting chair. If no director is designated, the directors shall elect one among them to be the acting chair.

Article 22 The board of directors meeting shall be convened at least once every three months and the director shall be notified of the agenda seven days before the meeting. However, in the event of an emergency, they may be called at any time.

The notification of the preceding paragraph may be made electronically.

Article 23 When the board of directors meets, if the directors cannot attend in person, they may entrust other directors to act as proxy. However, a power of attorney should be submitted and list the scope of authorization.

A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.

Article 24 Except as otherwise provided in the Company Act and this Article of Association, a board of directors shall have a majority of the directors or their proxies present before a meeting may be held.

Its resolution was made with the consent of more than half of the directors or their proxies.

Article 25 The board of director's responsibilities are as follows:

Deciding on operation policy.
Auditing budget
Compiling financial statements and submitting to the shareholders' meeting.
Proposing amendments to the Articles of Association.
Executing resolutions of the shareholders' meeting.
Reviewing and approving important contracts.
Reviewing and approving the Articles of Association.

Proposing cases of profit distribution or deficit compensation.
Proposing cases of capital increase or reduction.
Resolutions concerning establishing and closing branch offices
Appointment and dismissal of important staff.
The authority to implement the laws or resolution of the shareholders' meeting.

Article 25-1 The Company has established an Audit Committee. This Committee is comprised of independent directors, and shall consist of no fewer than three persons; one of the members acts as the convener, and at least one of them is required to have accounting or financial expertise. The exercise of duties and other matters that shall be reviewed by the Audit Committee shall be arranged in accordance with relevant laws and regulations.

The board of directors of the Company has established a variety of functional committees for improving decision-making functions and strengthening management mechanisms. The numbers, terms of office, and powers and other matters of the said functional committees should be stipulated in the organizational rules of the committees and be resolved by the board of directors.

Chapter 6 The Board of Supervisors (Deleted)

Article 26 (Deleted)

Article 27 (Deleted)

Article 28 (Deleted)

Chapter 7 Managers

Article 29 The Company has a President who upholds the business principles decided by the board of directors and provides comprehensive management of the Company's business.

The Company may designate Vice Presidents and several managers at various levels depending on the business needs and assist the President in handling the Company's business. A Chief Auditor was established to uphold the resolutions of the board of directors and comprehensively manage the auditing of the Company.

Article 30 The President, Vice Presidents, and Chief Auditor shall be submitted to the board of directors for approval by the Chairman.

Except for the provisions of the preceding paragraph, all levels of managers, if they are managers set up pursuant to Article 29 of the Company Act, are recommended by the President to the Chairman and ask the board to agree on their appointment or dismissal.

Chapter 8 Accounting

Article 31 The fiscal year of the Company starts from January 1 and ends on December 31 of each year. After the end of each fiscal year, the board of directors produces a list of the following items, which, after deliberation by the board of directors, is submitted to the shareholders' meeting for approval in accordance with legal procedures.

Business report.
Financial statements.
Property directory of the Company's main property.
Proposals of profit distribution or deficit compensation.

Article 32 If the Company makes a profit in a year, it shall follow the following principles to provide remuneration for employees and directors, which shall be paid by the board of directors with the consent of more than two-thirds of the directors present and the majority of the directors present. However, when the company still has accumulated losses, it should reserve the amount of compensation in advance. If there is any remaining profit, it can then remunerate the employees and directors following the aforementioned principles of this Article:

Employee compensation: 1.00% to 2.50% of the profit shall be allocated, of which no less than 15% shall be distributed to grassroots-level employees.
The director's compensation: the maximum amount is 2.50% of the profit. However, independent directors do not participate in the distribution of compensation.

The term "profit" as mentioned in the preceding paragraph refers to "pre-tax profits deducting

the profits before remuneration is distributed to employees and directors.”

Employee compensation can be paid in the forms of stock or cash, and directors' compensation can only be paid in cash. Distribution and its methods of employees' and directors' remuneration shall be reported to the shareholders' meeting after the board of directors has resolved pursuant to Paragraph 1 of this article.

Article 32-1 After the company's annual final accounting surplus meets all the tax revenues and makes up for the accumulated losses, if there is any surplus, it shall provide a statutory surplus reserve of 30%. However, if the statutory surplus reserve has reached the amount of paid-in capital of the company, this limit shall not apply. After appropriation of special reserve according to law, if there is a special surplus reserve set aside for the net amount of other equity deductions accumulated in the previous period, the special surplus reserve of the same amount shall be set aside from the undistributed surplus in the previous period. When there is a shortage, the amount of items other than the current after-tax net profit is added to the current undistributed surplus, and adding reversed special reserve and accumulative retained earnings, the Company may appropriate additional special reserve for specific purposes. If there is any surplus, dividends may be distributed to the shareholders.

The distribution of the preceding surplus shall be submitted by the Board of Directors to the shareholders' meeting.

The distribution of the dividends of shareholders referred to in the first paragraph of this Article shall be distributed after being resolved by the shareholders' meeting in accordance with the following principles:

I. The Company shall not distribute dividends to shareholders when the Company has no surpluses, in addition to all or part of the public reserve.

II. As the Company is in the fiercely competitive financial industry, it has reached a period of slow growth of the industry. Therefore, the distribution of dividends of shareholders is prioritized at no less than 20% of the remaining balance of the surplus as calculated in the first paragraph, and to be paid in the form of cash, or by stock dividends, but the number of cash dividends shall not be less than 40% of the total dividends of the current year.

III. The Company may adjust the aforementioned principle of dividend distribution of shareholders after the resolution of the shareholders' meeting of the year as necessary, depending on factors such as economic conditions, industrial development, and funding requirements.

Chapter 9 Supplementary Provisions

Article 33 The Company's Organizational Procedures have been established separately.

Article 34 For matters not covered in this Article of Association, they are to be mandated by the Company Act, The Banking Act of The Republic of China, the Act Governing Bills Finance Business, and other related regulations.

Article 35 The Articles of Association shall be implemented by the shareholders' meeting in accordance with the law and submitted for approval by the competent authority.

Article 36 This Articles of Association was established on September 12, 1978. The first amendment was made on June 10, 1980. The second amendment was made on January 15, 1981. The third amendment was made on March 16, 1981. The fourth amendment was made on May 12, 1981. The fifth amendment was made on March 23, 1982. The sixth amendment was made on March 23, 1983. The seventh amendment was made on March 20, 1984. The eighth amendment was made on April 12, 1988. The ninth amendment was made on April 11, 1989. The tenth amendment was made on July 18, 1989. The eleventh amendment was made on June 16, 1990. The twelfth amendment was made on March 30, 1991. The thirteenth amendment was made on March 28, 1992. The fourteenth amendment was made on April 28, 1992. The fifteenth amendment was made on April 28, 1993. The sixteenth amendment was made on April 23, 1994. The seventeenth amendment was on April 17, 1994. The eighteenth amendment was made on April 30, 1996. The nineteen amendments made on May 28, 1997. The twentieth amendment was made on May 20,

The twenty-second amendment was made on May 18, 2000. The twenty-third amendment was made on May 22, 2001. The twenty-fourth revision was made on May 24, 2002. The twenty-fifth revision was made on June 6, 2003. The twenty-six revision was made on June 9, 2006. The twenty-seventh amendment was made on June 15, 2007. The twenty-eighth revision was made on June 13, 2008. The twenty-ninth amendment was made on June 15, 2012. The thirtieth revision was made on June 2, 2015. The thirty-first revision was made on June 2, 2016. The thirty-second amendment was made on June 8, 2018. The thirty-third amendment was made on June 17, 2022. The thirty-fourth amendment was made on June 14, 2024. The thirty-five amendment was made on June 13, 2025.

Appendix II

China Bills Financial Corporation Rules of Procedure for Shareholders’ Meetings

Article 2 The rules of procedures for the Company shareholders meetings, except as otherwise provided by law, regulation, or the articles of association, shall be as provided in these Rules.

Article 3 Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

After the power of attorney of a proxy is delivered to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders' meeting in person, a proxy rescission notice shall be delivered to the Company two days in writing prior to the date of the shareholders' meeting. The voting power exercised by the authorized proxy at the meeting shall prevail should such rescission fails to be delivered in time.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

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 on the attendance book.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

Article 6-1 To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

his/her behalf. In the absence of such a designation, the directors shall elect one from among themselves as an acting chairman.

The Company may appoint its attorneys, certified public accountants, or related personnel to attend a shareholders meeting in a non-voting capacity.

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

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.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

In the wake of shareholder's speech, the chair of the meeting may respond in person or designate relevant personnel to respond.

Article 12 The voting of the annual general shareholders meeting shall be calculated based on the number of shares they represent.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that

shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Article 13A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares under Article 179, paragraph 2 of the Company Act.

When the company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 17 The administrative staff of shareholders' meeting shall wear an identification card or an armband.

The chair may command picket or security personnel to maintain order of meeting place. The picket or security personnel shall wear armbands or identification card of "picket" when maintaining order.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 23 The Rules come into force after the approval of the board of directors; the same procedure shall be followed for amendments. The Rules were adopted by the annual shareholders' meeting on April 11, 1989. The first amendment was made at the annual shareholders' meeting on April 29, 1998. The second amendment was made at the annual shareholders' meeting on May 24, 2002. The third amendment was made at the annual shareholders' meeting on June 9, 2006. The fourth amendment was made at the annual shareholder's meeting on June 15, 2012. The fifth amendment was made at the annual shareholder's meeting on June 17, 2022. The sixth amendment was made at the annual shareholder's meeting on June 14, 2024.

Appendix III

Shareholding Status of the Company's Directors

List of Directors

Base date: April 14, 2026

Pages: Page 1 / Total 2 Pages

Title	Name	Elected Date	Number of shares held at the time of appointment			Current number of shares held
			Category	Shares	Percentage (%) to then- issued shares	Category	Shares	Percentage (%) to then- issued shares
Chairman	O-Bank Co., Ltd.
Representative: Cheng-Chuan Chang	06.14.2024	Shares	380,981,600	28.37%	Shares	380,981,600	28.37%
Director	O-Bank Co., Ltd.
Representative: Chih-Yu Hiew
Director	O-Bank Co., Ltd.
Representative: Chih-Yuan, Hsu
Director	Mingshan Investment Co., Ltd.
Representative: Yi-Ru Luo	06.14.2024	Shares	1,509,600	0.11%	Shares	1,509,600	0.11%
Director	He Chu Investment Co., Ltd.
Representative: Si-Tsung Cheng	06.14.2024	Shares	77,084,000	5.74%	Shares	77,084,000	5.74%
Director	He Chu Investment Co., Ltd.
Representative: Fan-Shuo Tseng
Independent Director	Chung-Ming Kuo	06.14.2024	Shares	0	0.00%	Shares	0	0.00%
Independent Director	Horng-Dar Lin	06.14.2024	Shares	0	0.00%	Shares	0	0.00%
Independent Director	Shu-Fen, Liu	06.14.2024	Shares	0	0.00%	Shares	0	0.00%
Total			Shares	459,575,200		Shares	459,575,200

Shareholding Status of the Company's Directors

List of Directors

Base date: April 14, 2026

Pages: Page 2 / Total 2 Pages

Total shares issued as of June 14, 2024: 1,342,960,000 shares

Total shares issued as of April 14, 2026: 1,342,960,000 shares

Remarks: Least number of total shares which is obligatory for all directors of the Company: 32,231,040 shares. Number of shares held by directors as of April 14, 2026: 459,575,200 shares

The Company has set up an Audit Committee. Therefore, the least number of total shares which is obligatory for all directors of the Company is not applicable.

☐ Shares held by independent directors are not included in the number of shares held by the directors

AI assistant

CBF — AGM Information 2026

52199_rns_2026-05-12_148d35ed-85c2-47b8-9544-a75dc7d5467f.pdf

2026 China Bills Finance Corporation Annual Shareholders' Meeting

Handbook

Table of Contents

Report Item (1) Proposed by the Board

China Bills Finance Corporation

2025 Business Report

I. Domestic and Foreign Economic Environment

I. International Economic Environment

II. Domestic Economic Environment

II. Business Plan Implementation Results

III. Change of the Organizational Structure

IV. Budget Implementation, Financial Income and Expenditures, and Profitability Analysis

V. Business Analysis

VI. Research and Development

Report Item (3) Proposed by the Board

Report Item (4) Proposed by the Board

China Bills Finance Corporation

Report Item (5) Proposed by the Board

Rules of Procedure of the Board of Directors Meetings of China Bills Finance Corporation

Report Item (6) Proposed by the Board

China Bills Finance Corporation Code of Ethical Conduct

Ratification Items

Ratification Item (1) Proposed by the Board

China Bills Finance Corporation

Directory of Main Property

Opinion

Basis for Opinion

Key Audit Matters

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

Auditors' Responsibilities for the Audit of the Financial Statements

Notice to Readers

Ratification Item (2) Proposed by the Board

Discussion Item

China Bills Financial Corporation Rules of Procedure for Shareholders' Meetings(Draft)

Extempore Motions

Appendices

Appendix I

Articles of Association of China Bills Finance Corporation

Chapter 1 General Provisions

Chapter 2 Business

Chapter 3 Shares

Appendix II

China Bills Financial Corporation Rules of Procedure for Shareholders’ Meetings

More from CBF

CBF AGM Information 2026