Stock Code : 1713

國泰化工廠股份有限公司

Cathay Chemical Works, Inc.

Handbook for the 2026

Annual Shareholders' Meeting

(Translation Version)

Time: Wednesday, June 24, 2026

Type of Meeting: Physical Meeting

This document is prepared in accordance with the Chinese version and is for reference only. 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 version shall prevail

Meeting Procedure ... 1
Meeting Agenda ... 2
I. Report Items ... 3
II. Ratification Items ... 4
III. Discussion Items ... 6
IV. Election matters ... 8
V. Other Proposals ... 10
VI. Extempore Motions ... 10
VII. Adjournment ... 10

VIII. Appendix
1. 2025 Business Report ... 12
2. Audit Committee’s Review Report ... 15
3. Auditor’s Report & Financial Statements ... 16
4. 2025 Earnings Distribution Proposal ... 26
5. Comparison table before and after revision of some provisions of the "Articles of Association ... 27
6. "Previous Provisions of the Asset Acquisition or Disposal Procedures before Revision" ... 28
7. "Previous Provisions of the Asset Acquisition or Disposal Procedures after Revision" ... 37
8. "Details of the New Director's Release from Non-Compete Restrictions" ... 47

IX. Annex
Annex A. Articles of Incorporation ... 48
Annex B. Rules of Procedures on Shareholder’s Meetings .. 54
Annex C. Board of Directors Election Guidelines ... 61
Annex D. Shareholding Status of All Directors ... 63
Annex E. Explanation for shareholder proposals not included in the agenda ... 64

Cathay Chemical Works Inc.

2026 Procedure of Annual General Shareholders' Meeting

I. Announcement of Meeting in Session

II. Remarks by Chairperson

III. Report Items

IV. Ratification Items

V. Discussion Items

VI. Election matters

VII. Other Proposals

VIII. Extempore Motions

IX. Adjournment

-2-

Cathay Chemical Works, Inc.

2026 Agenda of Annual General Shareholders’ Meeting

Time: 9:00 a.m., Wednesday, June 24, 2026

Place: 12th Floor, No. 320 Zhongxiao E. Road, Section 4, Taipei 10694, Taiwan (The conference room of Cathay Chemical Works, Inc.)

Call the meeting to order (Report on the Number of Shares Present)

Remarks by Chairperson

I. Report Items

2025 Business Report.
2025 Audit Committee’s Review Report
Report on the distribution of employee and director remuneration in 2025

II. Ratification Item

2025 Business Report and Financial Statements.
2025 Surplus earnings distribution proposal

III. Discussion Items

Revised part of company's provisions in "Articles of Incorporation"
Revised company's procedures for "Acquiring or Disposing of Assets"

IV. Election matters

Case for re-election of the company's directors

V. Other Proposals

Case for removal of the non-compete clause for directors and their representatives

VI. Extemporary Motions

VII. Adjournment

I. Report Item

Report 1

Subject: 2025 Business report

Explanatory note: 2025 Business report is attached as Appendix 1 of this manual (page 12-14)

Report 2

Subject: 2025 Audit Committee Review Report of Annual Accounting

Explanatory note: 2025 Audit Committee Review Report is attached as Appendix 2 of this manual (page 15)

Report 3

Subject: Report on the distribution of employee and director remuneration in 2025

Explanatory note: According to Article 28 of the Company's regulations, the profit before deducting employee and director remuneration in 2025 amounted to NT$639,273,821. Following approval by the Salary and Remuneration Committee and Board of Directors, the distribution of employee remuneration for 2025 has been set at 5%, totaling NT$31,963,691 (including entry-level employees $25,021,434), and director remuneration has been allocated at 1%, amounting to NT$6,392,738. Both remunerations are to be paid in cash.

II. Ratification Item

Proposal 1
-Proposed by the board-

Subject: 2025 Business Report and Financial Statements

Explanatory note :

(1) The 2025 financial statements have been reviewed through the accountants XUAN XUAN, WANG & HUI-YUAN, LIU from Ernst & Young Global Limited, and an unqualified opinion has been issued accordingly.

(2) The above-mentioned audit report and business report have been reviewed by the audit committee and subsequently adopted in the board meeting on March 12th, 2026. The relevant information is attached as Appendix 1 (pages 12 to 14) and Appendix 3 (pages 16 to 25) of this manual.

(3) Please provide confirmation

Resolution:

Proposal 2

-Proposed by the board-

Subject: 2025 Surplus Earnings Distribution Proposal

Explanatory note :

(1) The distribution of the Company's 2025 earnings has been approved by the audit committee and the board of directors to distribute NT$467,950,270 cash dividends to shareholders (NT$ 3.1 per share). Please refer to the Appendix 4, earnings distribution table (page 26)

(2) The profit distribution ratio was calculated in units of "yuan" and was not rounded down. Any total distribution amounts falling below a yuan were allocated to the "other income" of the Company.

(3) The ex-dividend and declaration date of cash dividends will be determined by the chairman of the board with the approval from the Shareholders Meeting.

(4) Please provide confirmation.

Resolution:

III. Discussion Items

Proposal 1

-Proposed by the board-

Subject: The Company plans to revision of some provisions of the "Articles of Association".

Explanatory note:

(1) In order to meet the company's future financial planning and dividend policy flexibility needs, in accordance with Article 228-1 of the Company Act. The Company's Articles of Association are proposed to be amended to include a quarterly or semi-annual profit distribution mechanism, in order to benefit the Company's operations and development while also protecting shareholder interests.

(2) A comparison table of revised provisions is proposed. Please see Appendix 5 of the handbook for details (Page 27)

(3) Please Discuss

Resolution:

-7-

Proposal 2
-Proposed by the board-
Subject: Amendment to the "Procedures for Acquiring or Disposing of Assets"

Explanatory note:

(1) In order to comply with the regulations of the competent authorities and to meet actual operational needs, the Company intends to revise its "Acquisition or Disposal of Assets Procedures".

(2) Please refer to Appendix 6 (page 28 to 37) of this manual for both the revised full text and the original full text.

(3) Please Discuss

IV. Election matters

Proposal 1
-Proposed by the board-

Subject: Case for re-election of the company's directors

Explanatory note :

(1) The term of office for the 25th Board of Directors of the company is about to expire, and it is planned to conduct a full re-election of 5 directors (including 3 independent directors) at the 2026 shareholders' annual meeting.

The term of office for the newly elected directors will begin on the date of their election, from June 24, 2026, to June 23, 2029, for a three-year term, with the original directors being simultaneously relieved of their duties.

(2) In accordance with the company's articles of association, the election of directors adopts a candidate nomination system. Shareholders shall elect from the list of candidates approved by the company's board of directors. The detailed list of candidates, along with their educational background and work experience, is as follows:

Serial Number	Name	Number of Shares Held (Shares)	Main Education and Work Experience
1	Representative, Hengchang Investment Corp. Jou-Er, Ing	19,517,906	Master, University of California
Possessing expertise in accounting, operations, leadership, and management.
Chairperson of Chung Cheng Investment Co., Ltd.
Chairperson of Cathay Chemical Works Inc.
Chairman and General Manager of Reward Wool Industry Corporation
Chairperson of Taiwan Puritic Corp.
There are no circumstances as specified in Article 30 of the Company Act	Director Candidate
2	Representative, Litai Investment Corp. C.C. Hung	16,212,550	Dept. of Accounting in Fu Jen Catholic University, ,
Passed the National Higher Examination for Accounting and Auditing Personnel
CPA
Possessing expertise in accounting, operations, leadership, and management.
Representative of Chih Cheng Enterprise Co., Ltd.
General Manager of Cathay Chemical Works, Inc.
There are no circumstances as specified in Article 30 of the Company Act	Director Candidate
3	Chi-Ying Tseng	None	Master of Laws, University of Iowa
Passed the Senior Examination for Lawyers
Chien Sheng Law Firm, Lawyer
Sun Law Law Firm, Lawyer
Legal Counsel for Listed Companies	Independent Director Candidate
4	Lien-Chu Yeh	None	Zhong Li Commercial Senior School.
Accountant in charge
Lead Accountant, Deputy Manager of the Management Department, Head of Internal Audit Director of Reward Wool Industry Corporation
Director of Cathay Chemical Works, Inc.	Independent Director Candidate
5	Wen-Kuei Chi	None	National Taiwan University of Science and Technology
Programmer of Sampo Corporation Programmer
Senior Service Representative of
Kang Da Information Inc.
Deputy R&D Manager of Reward Wool Industry Corporation	Independent Director Candidate

(3)Please Election

Election Results:

V. Other Proposals

Proposal 1
-Proposed by the board-

Subject: Case for removal of the non-compete clause for directors and their representatives

Explanatory note

(1) According to Article 209 of the Company Act, "If a director performs an act within the scope of the company's business for themselves or others, they must explain the key details of the act to the shareholders' meeting and obtain their approval.

(2) In response to the company's operational needs, and based on considerations for investment or other business development, it is proposed to lift the non-compete restriction for the newly appointed directors. For details on the specific acts of competition, please refer to Annex 5 (第 21 頁)。

(3) Please Discuss

Resolution:

VI. Extemporary Motions

VII. Adjournment

VIII. Appendix

Appendix 1. 2025 Business Report

2025 Business Report

The effort and performance of the operation plan

The total of the operating revenue in 2025 is about NT$460.04 million and the profit after tax is about NT$583.83 million. The comparative report for the same period of the Company between 2025 and 2024 is as follows:

(1) Analysis of operating income/expenditure and profitability:

A. Income Statement
Unit: NT thousand dollars

Item	2025	2024	Increase/ (Decrease)
			Amount	Amount
Operating Revenue	460,042	527,973	(67,931)	(12.87)
Operating Cost	439,194	463,991	(24,797)	(5.34)
Gross Profit	20,848	63,982	(43,134)	(67.42)
Operating Expense	100,092	163,140	(63,048)	(38.65)
Operating Loss	(79,244)	(99,158)	(19,914)	(20.08)
Non-Operating Income and Expense	680,161	1,647,922	(967,761)	(58.73)
Income before tax	600,917	1,548,764	(947,847)	(61.20)
Income tax (expense) benefits	(17,078)	7,217	(24,295)	(336.64)
Net Income	583,839	1,555,981	(972,142)	(62.48)
Earnings per share	3.87	10.31	(6.44)	(62.46)

Note: The decrease in net profit after tax in 2025 compared to 2024 was mainly due to the lack of surplus from land sales

B. Profitability analysis

Item		2025	2024
Asset remuneration ratio (%)		13.67%	41.03%
Return on equity (%)		14.32%	43.26%
Paid in capital	Operating Profit	-5.25%	-6.57%
	Earnings before taxes	39.81%	102.60%
Net interest ratio (%)		126.91%	294.71%

(2) Operational status analysis:

In early 2025, the global economic environment fluctuated dramatically due to the "America First" policy and comprehensive reciprocal tariffs promoted by the newly elected U.S. President Trump. International zinc prices and the exchange rate of the US

dollar against the New Taiwan dollar both showed a weakening trend. International zinc prices fell from USD 3,043 in December 2024 to USD 2,625 in April 2025, a drop of $13.7\%$ . During the same period, weak market demand and competition from low-priced foreign goods further squeezed the company's profit margin in the second and third quarters.

However, as tariff policies gradually became clearer from the third quarter onwards, market confidence stabilized, and international zinc prices rebounded from their low point in April 2025 to USD 3,160 in December 2025, an increase of $20.4\%$ , which led to improved profits for the company in the fourth quarter.

Overall, in 2025, revenue decreased by $12.87\%$ compared to 2024, and gross profit shrank by $67.42\%$ due to market fluctuations and exchange rate changes. However, thanks to the significant profit growth of the reinvestment company, TAIWAN PURITIC CORP., the company's net profit after tax in 2025 reached NT$583.83 million,

maintaining stable overall financial performance, with basic earnings per share still at NT$3.87.

Looking ahead to 2026, with the continued severe impact of tariff adjustments and geopolitical risks, our company will adhere to the principle of prudence and actively adjust its production and sales strategies in response to market conditions. We will also enhance the added value of our products through product innovation and technological upgrades to meet the diversified market demands.

At the same time, we will continue to promote the disposal or development of idle assets to improve asset efficiency, implement environmental protection and sustainable operation policies, in order to balance the interests of shareholders and the long-term development of the company.

2. Financial status analysis

(1) Financial status:
At the end of 2025, the total assets were approx. NT$3.97434 billion; the total liabilities were approx. 165.65 million; and the total shareholders' equity were approx. NT$3.80869 billion.

(2) Financial ratios:
At the end of 2025, the current ratio is 786.52%, the quick ratio is 536.71% and the debit ratio is 4.17%

(3) Cash Flow Statement:
In 2025 the Company's operation generated a cash inflow of approx. NT$119.92 million; the investing activities generated a net cash inflow of approx. NT$972.38 million; financing activities generated cash outflow approx. NT$1.13373 billion. Cash and cash equivalents balances were approx. NT$102.08 million.

Research and development statement
(1) Continuing to cooperate with the policy of Energy Saving and Carbon Reduction of the Ministry of Economic Affairs' electricity; planning to achieve the annual electricity saving target of 1%.
(2) Using artificial intelligence (AI) combined with technology development to improve product production quality and efficiency.
(3) Continuous research and development to reduce losses and lower production costs.
Management guideline & Future prospects
(1) Management guideline:
a. Fulfilling corporate social responsibility, actively participate in public welfare activities.
b. Continuing to develop special-grade chemicals to open up new marketing.
c. Actively dispose of idle assets to enrich working capital and diversify operations to improve operating efficiency.

(2) Future Prospects:
Company will continue to monitor changes in the international political and economic situation and raw material price trends, and flexibly adjust our undertaking strategies and inventory management accordingly. We will deepen the development and market layout of high value-added products and strengthen the management of invested businesses to improve overall profitability and shareholder equity.

Chairman:
Manager:
Accounting Supervisor:

Appendix 2. Audit Committee’s Review Report

Cathay Chemical Works, Inc.
Audit Committee’s Review Report

The Board of Directors has submitted the Company's 2025 Business Report, Financial Statements and the proposal of Earning Distribution, etc. The Financial Statements of the Company have been audited and approved by CPAs Xuan-Xuan Wang and Hui-Yuan, Liu of Ernst & Young Taiwan, then issued the audit report.

The above-mentioned business report, financial statements, and profit distribution proposal have been audited by the Audit Committee, and found that there is no inconsistency. Hereby report as above in accordance with the relevant provisions of the Securities Exchange Act and the Company Act.

Sincerely to 2026 Annual General Shareholders’ Meeting,

Audit Committee convener: Chi-Ying Tseng

2026 March 12th

Appendix 3. Auditor’s Report & Financial Statements

Independent Auditors’ Report Translated from Chinese

To CATHAY CHEMICAL WORKS INC. :

Opinion

We have audited the accompanying individual balance sheets of Cathay Chemical Works Inc. (the “Company”) as of December 31, 2025 and 2024, and the individual statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the individual financial statements (including the summary of material accounting policies).

In our opinion, the individual financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and financial performance and its cash flows for the years ended December 31, 2025 and 2024, in conformity with the Requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by 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 Individual Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits, 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 2025 individual financial statements. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of inventories

As of December 31, 2025, the net inventories of the Company amounted to NTD 195,523 thousand. The price of raw materials is subject to market price fluctuations and the price of the product itself may rise and fall due to market supply and demand, which may cause greater fluctuations in inventory prices, we therefore considered this a key audit matter.

Our audit procedures included but not limited to, understanding the internal controls of inventory valuation process established by management, and evaluating and testing the effectiveness of related controls, including testing the controls regarding purchase costs update and changes of selling prices in the inventory valuation process. In addition, for the substantive procedures at the end of the period, we selected samples of specific raw materials and finished goods, obtained and vouched the supporting documents to verify the replacement cost and selling prices of the selected samples, and recalculated the net realizable value of the inventories to confirm the accuracy.

We also consider the appropriateness of disclosure of inventories. Please refer to Notes 5 and 6 to the Company’s individual financial statements.

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

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual 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 individual financial statements.

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

Identify and assess the risks of material misstatement of the individual 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 internal control of the Company.
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the individual 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 individual financial statements, including the accompanying notes, and whether the individual 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 2025 individual financial statements of the Company 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.

/s/Wang, Hsuan Hsuan

/s/Liu, Hui Yuan

Ernst & Young, Taiwan March 12, 2026

Taipei, Taiwan Republic of China

Notice to Readers

The accompanying individual financial statements are intended only to present the financial position, results of operations 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 individual financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying individual financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English translation of individual financial statements originally issued in Chinese
CATHAY CHEMICAL WORKS INC.
INDIVIDUAL BALANCE SHEETS
December 31, 2025 and December 31, 2024
(Expressed in Thousands of New Taiwan Dollars)

Accounts	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current assets
Cash and cash equivalents	4, 6	$102,085	2	$143,513	3
Financial assets at amortized cost, current	4, 6	230,000	6	1,221,000	27
Notes receivable, net	4, 6	24,877	1	42,374	1
Accounts receivable, net	4, 6	80,327	2	71,937	2
Other receivables		535	-	1,158	-
Current tax assets	4, 5	-	-	12	-
Inventories, net	4, 5, 6	195,523	5	206,793	4
Other current assets		8,260	-	2,699	-
Total current assets		641,607	16	1,689,486	37
Non-current assets
Financial assets at fair value through other comprehensive income, non-current	4, 6	369,907	9	359,171	8
Investments accounted for under the equity method	4, 6	2,081,255	52	1,637,050	36
Property, plant and equipment	4, 6	310,616	8	312,718	7
Right-of-use assets	4, 6, 7	783	-	1,958	-
Investment property, net	4, 6	535,744	14	535,744	12
Deferred tax assets	4, 5, 6	27,517	1	27,510	-
Other non-current assets-others	7	6,918	-	1,487	-
Net defined benefit assets, non-current	4, 6	-	-	4,220	-
Total non-current assets		3,332,740	84	2,879,858	63
Total assets		$3,974,347	100	$4,569,344	100

The accompanying notes are an in (tergal part of the individual financial statements.)

English translation of individual financial statements originally issued in Chinese

CATHAY CHEMICAL WORKS INC.

INDIVIDUAL BALANCE SHEETS

December 31, 2025 and December 31, 2024

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity		December 31, 2025		December 31, 2024
Accounts	Notes	Amount	%	Amount	%
Current liabilities
Contract liabilities - Current	4, 6	$344	-	$-	-
Notes payable		1,777	-	2,803	-
Accounts payable		6,629	-	10,614	-
Other payables		56,571	2	115,525	3
Current tax liabilities	4, 5	15,110	-	7,188	-
Lease liabilities, current	4, 6, 7	811	-	1,164	-
Other current liabilities		333	-	268	-
Total current liabilities		81,575	2	137,562	3
Non-current liabilities
Deferred tax liabilities	4, 5, 6	84,079	2	84,113	2
Lease liabilities, non-current	4, 6, 7	-	-	811	-
Guarantee deposits		-	-	300	-
Total non-current liabilities		84,079	2	85,224	2
Total liabilities		165,654	4	222,786	5
Equity
Share Capital	6
Ordinary Share		1,509,517	38	1,509,517	33
Additional paid-in capital	6	92,930	2	92,958	2
Retained earnings
Legal reserve	6	597,281	15	434,731	9
Special reserve	6	211,411	5	211,411	5
Unappropriated earnings	6	1,213,515	31	1,922,190	42
Total retained earnings		2,022,207	51	2,568,332	56
Other components of equity	6	184,039	5	175,751	4
Total equity		3,808,693	96	4,346,558	95
Total liabilities and equity		$3,974,347	100	$4,569,344	100

The accompanying notes are an in (tergal part of the individual financial statements.)

English translation of individual financial statements originally issued in Chinese

CATHAY CHEMICAL WORKS INC.

INDIVIDUAL BALANCE SHEETS

December 31, 2025 and December 31, 2024

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity		December 31, 2025		December 31, 2024
Accounts	Notes	Amount	%	Amount	%
Current liabilities
Contract liabilities - Current	4, 6	$344	-	$-	-
Notes payable		1,777	-	2,803	-
Accounts payable		6,629	-	10,614	-
Other payables		56,571	2	115,525	3
Current tax liabilities	4, 5	15,110	-	7,188	-
Lease liabilities, current	4, 6, 7	811	-	1,164	-
Other current liabilities		333	-	268	-
Total current liabilities		81,575	2	137,562	3
Non-current liabilities
Deferred tax liabilities	4, 5, 6	84,079	2	84,113	2
Lease liabilities, non-current	4, 6, 7	-	-	811	-
Guarantee deposits		-	-	300	-
Total non-current liabilities		84,079	2	85,224	2
Total liabilities		165,654	4	222,786	5
Equity
Share Capital	6
Ordinary Share		1,509,517	38	1,509,517	33
Additional paid-in capital	6	92,930	2	92,958	2
Retained earnings
Legal reserve	6	597,281	15	434,731	9
Special reserve	6	211,411	5	211,411	5
Unappropriated earnings	6	1,213,515	31	1,922,190	42
Total retained earnings		2,022,207	51	2,568,332	56
Other components of equity	6	184,039	5	175,751	4
Total equity		3,808,693	96	4,346,558	95
Total liabilities and equity		$3,974,347	100	$4,569,344	100

The accompanying notes are an in (tergal part of the individual financial statements.)

English translation of individual financial statements originally issued in Chinese CATHAY

CHEMICAL WORKS INC.

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Items	Notes	2025		2024
		Amount	%	Amount	%
Operating revenues	4, 6, 7	$460,042	100	$527,973	100
Operating costs	5, 6	(439,194)	(95)	(463,991)	(88)
Gross profit		20,848	5	63,982	12
Operating expenses	6, 7
Sales and marketing expenses		(19,054)	(4)	(26,163)	(5)
General and administrative expenses		(81,130)	(18)	(136,928)	(26)
Expected credit impairment gains (losses)		92	-	(49)	-
Total operating expenses		(100,092)	(22)	(163,140)	(31)
Operating loss		(79,244)	(17)	(99,158)	(19)
Non-operating expenses
Interest income	4, 6	14,812	3	7,638	1
Other income	4, 6	29,313	7	20,680	4
Other gains and losses, net	6	(12,171)	(3)	1,125,837	213
Finance costs, net	6, 7	(135)	-	(96)	-
Share of profit or loss of associates and joint ventures	4, 6	648,342	141	493,863	94
Total non-operating income and expense		680,161	148	1,647,922	312
Income from continuing operations before income tax		600,917	131	1,548,764	293
Income tax (expense) benefit	4, 5, 6	(17,078)	(4)	7,217	1
Net income		583,839	127	1,555,981	294
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefit pension plans	4, 6	-	-	7,242	1
Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income	4, 6	10,736	2	54,214	10
Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss	4, 6	(980)	-	140	-
Income tax related to items that will not be reclassified subsequently	4, 6	-	-	(1,448)	-
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss	4, 6	(2,448)	(1)	4,946	1
Total other comprehensive income		7,308	1	65,094	12
Total comprehensive income		$591,147	128	$1,621,075	306
Earnings per share (in dollars)
Basic earnings per share	6	$3.87		$10.31
Diluted earnings per share	6	$3.85		$10.19

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

English translation of individual financial statements originally issued in Chinese

CATHAY CHEMICAL WORKS INC.

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024 (Expressed in

Thousands of New Taiwan Dollars)

Items	Share Capital	Additional Paid-in Capital	Retained Earnings			Other Components of Equity		Total Equity
			Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations	Unrealized Gains or Losses on Financial Assets Measured at Fair Value through Other Comprehensive Income
Balance as of January 1, 2024	$1,509,517	$3,537	$399,647	$275,001	$543,101	$(618)	$117,209	$2,847,394
Appropriation and distribution of 2023 retained earnings
Legal reserve appropriated	-	-	35,084	-	(35,084)	-	-	-
Cash dividends of ordinary share	-	-	-	-	(211,332)	-	-	(211,332)
Other changes in capital reserve
Share of changes in net assets of associates and joint ventures accounted for using the equity method	-	89,421	-	-	-	-	-	89,421
Net income for the year ended December 31, 2024	-	-	-	-	1,555,981	-	-	1,555,981
Other comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	5,934	4,946	54,214	65,094
Total comprehensive income (loss)	-	-	-	-	1,561,915	4,946	54,214	1,621,075
Reversal of special reserve, which previously set aside for the first-time adoption of IFRSs	-	-	-	(63,590)	63,590	-	-	-
Balance as of December 31, 2024	$1,509,517	$92,958	$434,731	$211,411	$1,922,190	$4,328	$171,423	$4,346,558
Balance as of January 1, 2025	$1,509,517	$92,958	$434,731	$211,411	$1,922,190	$4,328	$171,423	$4,346,558
Appropriation and distribution of 2024 retained earnings
Legal reserve appropriated	-	-	162,550	-	(162,550)	-	-	-
Cash dividends of ordinary share	-	-	-	-	(1,132,138)	-	-	(1,132,138)
Other changes in capital reserve
Share of changes in net assets of associates and joint ventures accounted for using the equity method	-	(28)	-	-	-	-	-	(28)
Net income for the year ended December 31, 2025	-	-	-	-	583,839	-	-	583,839
Other comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	(980)	(2,448)	10,736	7,308
Total comprehensive income (loss)	-	-	-	-	582,859	(2,448)	10,736	591,147
Other	-	-	-	-	3,154	-	-	3,154
Balance as of December 31, 2025	$1,509,517	$92,930	$597,281	$211,411	$1,213,515	$1,880	$182,159	$3,808,693

English translation of individual financial statements originally issued in Chinese

CATHAY CHEMICAL WORKS INC.

INDIVIDUAL STATEMENTS OF CASH FLOWS

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Items	2025	2024
Cash flows from operating activities:
Net income before tax	$600,917	$1,548,764
Adjustments to reconcile net income before tax to net cash provided by operating activities:
Adjustments to reconcile profit (loss):
Depreciation expense	16,454	15,504
Amortization expense	15	15
Expected credit impairment (gain) loss	(92)	49
Interest expense	135	96
Interest income	(14,812)	(7,638)
Dividend income	(7,808)	(5,856)
Share of profit of associates and joint ventures	(648,342)	(493,863)
Gain on disposal of property, plant and equipment	(10)	-
Gain on disposal of non-current assets classified as held for sale	-	(1,106,879)
Gain on disposal of investments	-	(28,616)
Changes in operating assets and liabilities:
Notes receivable	17,674	(12,667)
Accounts receivable	(8,475)	7,731
Other receivables	312	(3)
Inventories	11,270	1,885
Other current assets	(5,561)	346
Contract liabilities	344	(411)
Notes payable	(1,026)	(2,864)
Accounts payable	(3,985)	4,650
Other payables	(58,954)	78,577
Other current liabilities	65	(18)
Net defined benefit assets	4,220	(804)
Cash outflow generated from operations:	(97,659)	(2,002)
Interest received	15,123	7,342
Dividend received	208,489	184,848
Income tax paid	(6,031)	(32,895)
Net cash flows provided by operating activities	119,922	157,293
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income	-	(7,556)
Acquisition of financial assets measured at amortized cost	(230,000)	(1,221,000)
Proceeds from disposal of financial assets at amortized cost	1,221,000	50,000
Acquisition of investments accounted for using the equity method	-	(49,957)
Proceeds from disposal of investments accounted for using the equity method	-	48,645
Proceeds from disposal of non-current assets classified as held for sale	-	1,230,016
Acquisition of property, plant and equipment	(13,205)	(6,146)
Disposal of property, plant and equipment	38	-
Increase in refundable deposits	-	(207)
Decrease in refundable deposits	9	198
Increase in other non-current assets	(35)	(1,522)
Increase in prepayments for equipment	(5,420)	-
Net cash provided by investing activities	972,387	42,471
Cash flows from financing activities:
Increase in short-term loans	30,000	25,000
Decrease in short-term loans	(30,000)	(25,000)
Decrease in refundable deposits	(300)	-
Payments of lease liabilities	(1,242)	(1,207)
Cash dividends paid	(1,132,138)	(211,332)
Interest paid	(57)	-
Net cash used in financing activities	(1,133,737)	(212,539)
Net decrease in cash and cash equivalents	(41,428)	(12,775)
Cash and cash equivalents at beginning of period	143,513	156,288
Cash and cash equivalents at end of period	$102,085	$143,513

Appendix 4. Annual Earnings Distribution Statement in 2025

Cathay Chemical Works, Inc.

2025 Annual Earnings Distribution Statement

Unit: NT$

Item	Amount
Undistributed surplus at the beginning of the period		627,502,242
Less: Reversal of other comprehensive income and loss to determine the actuarial profit and loss of welfare plans (2025)	979,828
Add: Reversal of prior years’ recognition of other comprehensive income to determine income tax on welfare plans	3,153,855
Add: Net profit after tax for this year	583,839,374
Affordable distribution surplus		1,213,515,643
Less:		526,551,610
Appropriation of statutory surplus reserve	58,601,340
Allocation of items:
Shareholder dividend - Cash dividend (Each dividend : $3.1)	467,950,270
Undistributed surplus at the end of the period		686,964,033

Note: 1. Listed Shareholder Dividends: $467,950,270 total. Paying cash of dividends $4.1 per share.
2. Listed Distribution surplus, $467,950,270 total, are all from the 2025-year annual surplus

Chairman :

Manager :

Accounting Supervisor:

Appendix 5. Comparison table before and after revision of some articles of the Company's Articles of Association

Article	Article after amendment	Article before amendment	Directions
Article 28	If, upon the Company’s annual final accounts, there is a net profit after tax for the current period, the Company shall first offset any accumulated losses in accordance with applicable laws and regulations (including any adjustments to unappropriated retained earnings). Thereafter, 10% of the remaining amount shall be appropriated as legal reserve as required by law; however, this requirement shall not apply once the legal reserve has reached the total paid-in capital of the Company. Subsequently, special reserves shall be appropriated or reversed in accordance with applicable laws and regulations or as required by the competent authority. If there are still remaining earnings, together with the beginning balance of unappropriated retained earnings (including any adjustments thereto), the Board of Directors shall propose a profit distribution plan, which shall be submitted to the shareholders’ meeting for resolution regarding the distribution of dividends and bonuses to shareholders. For the distribution of dividends and bonuses, legal reserve, and capital reserve in cash as referred to in the preceding paragraph, the Board of Directors is authorized to resolve such distribution by a resolution adopted at a meeting attended by at least two-thirds of the directors and approved by a majority of the directors present, and shall report the same to the shareholders’ meeting. Where such distribution is to be made by issuing new shares, it shall be subject to a resolution of the shareholders’ meeting prior to implementation. In addition to the annual earnings distribution, the Company may, in accordance with Article 228-1 of the Company Act, prepare financial statements on a quarterly or semi-annual basis. After such financial statements have been audited or reviewed by a certified public accountant, earnings may be distributed in accordance with the procedures and principles set forth above. Our company's dividend policy (details omitted)	If, upon the Company’s annual final accounts, there is a net profit after tax for the current period, the Company shall first offset any accumulated losses in accordance with applicable laws and regulations (including any adjustments to unappropriated retained earnings). Thereafter, 10% of the remaining amount shall be appropriated as legal reserve as required by law; however, this requirement shall not apply once the legal reserve has reached the total paid-in capital of the Company. Subsequently, special reserves shall be appropriated or reversed in accordance with applicable laws and regulations or as required by the competent authority. If there are still remaining earnings, together with the beginning balance of unappropriated retained earnings (including any adjustments thereto), the Board of Directors shall propose a profit distribution plan, which shall be submitted to the shareholders’ meeting for resolution regarding the distribution of dividends and bonuses to shareholders. Our company's dividend policy (details omitted)	Cooperate with legal amendments
Article 31	Add "the 42^{t} amendment on June 24 2026 according to the original provision.	The 41^{h} revision was made on June 23 2025."	Add the date of the 42^{st} revision.

Appendix 6

【Before modification】

CATHAY CHEMICAL WORKS, INC.

Procedures for Acquisition or Disposal of Assets

Article 1: Purpose and Legal Basis

To protect investments and ensure the implementation of information disclosure, this is implemented in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and the "Guidelines for Publicly Listed Companies on Acquiring or Disposing of Assets" issued by the Financial Supervisory Commission (FSC) of the Executive Yuan.

Article 2: The scope of assets and the definitions of terms used in this procedure are as follows:

1. Scope of Assets

Stocks, bonds, corporate bonds, financial bonds, securities of recognition funds, depository receipts, warrants (for subscription or sale), beneficiary certificates, asset-backed securities, and other short-term or long-term investments.
Real Estate (including land, buildings and structures, investment properties, land use rights, inventory and equipment of the construction industry).
Membership Certificates
Patent rights, copyrights, trademark rights, franchise rights, and other intangible assets.
Land use rights
Claims of financial institutions (including receivables, foreign exchange purchases, loans, and collection of overdue payments).
Derivative products
Assets acquired or disposed of through legal mergers, demergers, acquisitions, or share transfers.
Other significant assets

2. Definitions of Terms

Derivative Products: Refers to forward contracts, option contracts, futures contracts, margin leveraged contracts, swap contracts, combinations of the above-mentioned contracts, or composite contracts or structured products that embed derivatives, whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts.
Assets acquired or disposed of through legal mergers, demergers, acquisitions, or share transfers: Refers to assets acquired or disposed of through mergers, demergers, or acquisitions conducted in accordance with the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institution Merger Act, or other relevant laws, or assets acquired through the transfer of shares of another company by issuing new shares as specified under Article 156-3 of the Company Act (hereinafter referred to as share transfers).
Related Parties, Subsidiaries: Should be determined in accordance with the regulations set forth in the Financial Reporting Standards for Securities Issuers.
Professional Appraisers: Refers to real estate appraisers or other individuals authorized by law to engage in real estate or equipment appraisal services.
Date of Occurrence: Refers to the earlier of the following dates: the transaction signing date, payment date, entrusted transaction date, transfer date, board of directors resolution date, or any other date that can sufficiently determine the transaction counterpart and transaction amount. However, for investments that require approval from the competent authority, the earlier of the above dates or the date of receiving approval from the competent authority

shall prevail.

Investment in Mainland China: Refers to investments in Mainland China conducted in accordance with the regulations of the Investment Review Committee of the Ministry of Economic Affairs, specifically the rules for investment or technology cooperation approval in Mainland China.
Professionals in Investment: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities firms engaging in proprietary or underwriting business, futures firms engaging in proprietary business, securities investment trust enterprises, securities investment consulting firms, and fund management companies, all of which are established in accordance with legal regulations and are supervised by the local financial regulatory authorities.
Domestic Securities Exchange: Refers to Taiwan Stock Exchange Corporation. Foreign Securities Exchange: Refers to any organized securities trading market that is regulated by the securities regulatory authority of the respective country.
Securities Firm Business Premises: Domestic Securities Firm Business Premises: Refers to the premises where securities are traded at dedicated counters operated by a securities firm, in accordance with the regulations on the management of securities trading at securities firm business premises. Foreign Securities Firm Business Premises: Refers to the business premises of financial institutions that are regulated by foreign securities regulatory authorities and are authorized to engage in securities business.

Article 3: Evaluation Procedure

For the acquisition or disposal of securities that are not traded on centralized exchanges or at securities firm business premises, the evaluation should consider factors such as net asset value per share, profitability, future development potential, market interest rates, bond coupon rates, the creditworthiness of the issuer, and the agreed-upon transaction price at that time.
For the acquisition or disposal of securities that are traded on centralized exchanges or at securities firm business premises, the decision should be based on the stock or bond prices at that time.
For the acquisition or disposal of other assets under the first two clauses, the evaluation should be based on methods such as price inquiry, price comparison, negotiation, or public bidding transaction prices. If the public announcement of current value, assessed value, or the actual transaction prices of nearby real estate should be referenced, and if they meet the standards for public announcement and declaration under this procedure, a professional appraiser's valuation report should also be referenced.

Article 4: Operational Procedure for Asset Acquisition or Disposal

For the acquisition or disposal of assets, the responsible department should assess the reasons for acquisition or disposal, the subject matter, counterparties, transfer price, payment terms, and the basis for price reference, and then submit the proposal to the responsible authority for a decision. The management department will implement the decision, and related matters will be handled in accordance with the company's relevant operational regulations and this procedure.
The department responsible for the execution of the company's short-term and long-term securities investments is the Finance Department. For real estate and other fixed assets, the responsible departments are the user departments and other relevant authorities. For assets not classified as securities investments, real estate, or other fixed assets, the responsible units must assess them before proceeding with any actions.
All operations related to the acquisition or disposal of assets shall be handled according to the company's relevant regulations. If any violations are discovered, appropriate actions should be taken against the responsible personnel based on the nature of the violation.

Article 5: Authorization Levels

The acquisition or disposal of assets by the company shall be carried out after the responsible department submits the matter for approval in accordance with the relevant provisions of the internal control system. However, if the transaction amount for the acquisition or disposal of assets exceeds NT$100 million, prior approval from the Board of Directors is required.

Article 6: Investment Limit

The company, as well as its subsidiaries (if any), may invest in and purchase non-operating real estate and securities, in addition to assets acquired for business use. The investment limits are specified as follows:

Article 7: Standards for Public Announcement and Declaration

The company shall announce and declare relevant information on the website designated by the Financial Supervisory Commission (FSC) within two days from the occurrence of the event, according to the specified format, in the following circumstances when acquiring or disposing of assets:

The acquisition or disposal of real estate or its usage rights from or to related parties, or the acquisition or disposal of other assets (excluding real estate or its usage rights) from or to related parties, where the transaction amount reaches 20% of the company's paid-in capital, 10% of total assets, or NT$300 million or more. However, transactions involving the sale of retained earnings, bonds with buyback or sellback conditions, subscription of bonds, or the subscription or buyback of money market funds issued by domestic securities investment trust enterprises are not subject to this limitation.
The execution of mergers, demergers, acquisitions, or share transfers.
Losses from derivative transactions that reach the maximum amount of losses for all or individual contracts as stipulated in the established processing procedures.
The acquisition or disposal of assets that are equipment for business use, where the transaction counterpart is not a related party, and the transaction amount reaches any of the following thresholds:

(1) If the paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

(2) If the paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

The acquisition or disposal of real estate for construction use in the course of construction business, where the transaction counterpart is not a related party, and the transaction amount reaches NT$500 million or more.
The acquisition of real estate or its usage rights through methods such as self-owned land for development, land lease for development, joint development with shared housing, joint development with profit sharing, or joint development with sales, where the company plans to invest a transaction amount of NT$500 million or more.
Any asset transactions not covered by the previous six clauses, the disposal of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more. However, the following circumstances are excluded:

(1) The purchase or sale of government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan.

(2) Professional investors engaged in the purchase and sale of securities on domestic and foreign stock exchanges or at securities firm business premises, or the subscription of foreign government bonds, publicly issued ordinary corporate bonds, and general financial bonds not involving equity in the domestic primary market, or the subscription or repurchase of index investment securities, or securities purchased by securities firms for underwriting purposes, or securities purchased by securities firms acting as recommended firms for emerging companies in accordance with the

regulations of the Taiwan Securities Over-the-Counter Market.

(3) The purchase and sale of bonds with buyback or sellback conditions, or the subscription or repurchase of money market funds issued by domestic securities investment trust enterprises.

The transaction amount in the preceding item shall be calculated in the following manner:

(1) The transaction amount for each individual transaction.

(2) The accumulated transaction amount within one year for acquiring or disposing of assets of the same nature with the same counterparty.

(3) The accumulated transaction amount within one year for acquiring or disposing (separately accumulated for acquisition and disposal) of real estate from the same development project.

(4) The accumulated transaction amount within one year for acquiring or disposing (separately accumulated for acquisition and disposal) of the same securities.

The "one year" mentioned in the second item is calculated based on the date of the current transaction, tracing back one year. Any transactions that have already been announced in accordance with this procedure are exempt from being included again.

The company shall input the status of derivative transactions conducted by the company and its subsidiaries, which are not domestic publicly listed companies, for the month ending at the end of the previous month, into the designated information reporting website of the association in the prescribed format by the 10th of each month. If there are any errors or omissions in the items that the company is required to disclose according to regulations, the company shall re-disclose and report all items within two days from the date it becomes aware of the error or omission.

When the company acquires or disposes of assets, it shall keep the relevant contracts, meeting minutes, records, appraisal reports, and opinions from accountants, lawyers, or securities underwriters at the company. Unless otherwise specified by law, these documents must be kept for at least five years.

Article 8: Deadline for Announcement and Reporting

After the company announces and reports the transactions in accordance with the provisions of the previous article, if any of the following circumstances occur, the company shall announce and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the occurrence of the fact:

The relevant contract signed for the original transaction has been changed, terminated, or canceled.
The merger, division, acquisition, or share transfer has not been completed according to the scheduled timeline set in the contract.
The content of the original announcement or report has been changed.

Article 9: When the company acquires or disposes of real estate, its usage rights, or other fixed assets, except for transactions with government agencies, self-built land development, land lease development, or the acquisition or disposal of machinery and equipment for business use, if the transaction amount reaches 20% of the company's paid-in capital or exceeds NT$300 million, the company shall obtain an appraisal report from a professional appraiser prior to the occurrence of the event, and the report must comply with the following regulations:

If the transaction price is based on a restricted price, a specific price, or a special price due to special reasons, the transaction must first be approved by a resolution of the board of directors. Any future changes to the transaction terms must follow the same procedure.
For transactions with a value exceeding NT$1 billion, the company must request appraisals from at least two professional appraisers.
If the appraisal results from the professional appraisers show any of the following circumstances, except when the appraisal value for the acquired asset is higher than the transaction amount, or the appraisal value for the disposed asset is lower than the transaction amount, the company should consult an accountant for a specific opinion on the reasons for the differences and the

appropriateness of the transaction price:

(1) If the difference between the appraisal result and the transaction amount reaches 20% or more of the transaction amount.
(2) If the difference between the appraisals results from two or more professional appraisers reaches 10% or more of the transaction amount.

The date of the appraisal report issued by the professional appraiser and the date of the contract formation shall not exceed three months. However, if the same appraised value is used in the same period's announcement and it has not exceeded six months, the original professional appraiser may issue an opinion letter.

Article 10: "If the company acquires or disposes of securities, it should obtain the most recent financial statements of the target company, audited or reviewed by an accountant, as a reference for evaluating the transaction price, before the occurrence of the fact. In addition, if the transaction amount reaches 20% of the company's paid-in capital or exceeds NT$300 million, the company should consult an accountant for an opinion on the reasonableness of the transaction price before the fact occurs. If the accountant needs to use an expert report, it should be handled in accordance with the relevant provisions of the 'Regulations on the Handling of Acquisitions or Disposals of Assets by Public Companies.' However, this does not apply if the securities have an active market with public quotations or if the Financial Supervisory Commission has other regulations."

Article 11: "If the company acquires or disposes of membership certificates, intangible assets, or assets related to their usage rights, and the transaction amount reaches 20% of the company's paid-in capital or exceeds NT$300 million, the company should consult an accountant for an opinion on the reasonableness of the transaction price before the event occurs, except for transactions with domestic government agencies."

Article 12: "If the company acquires or disposes of assets through a court auction procedure, it may substitute the valuation report or the accountant's opinion with the certificate issued by the court."

Article 13: "The valuation report or opinion letter obtained by the company from an accountant, lawyer, or securities underwriter must be provided by professionals whose valuators, accountants, lawyers, or securities underwriters are not related parties to the transaction parties."

Article 14: "When the company acquires or disposes of assets with related parties, in addition to following the relevant procedures for decision-making and evaluating the reasonableness of transaction terms as outlined in this process, if the transaction amount exceeds 10% of the company's total assets, the company must also obtain a valuation report or an accountant's opinion from a professional appraiser in accordance with relevant regulations.

When determining whether the transaction counterpart is a related party, in addition to considering the legal form, the substantive relationship should also be taken into account."

Article 15: "If the company acquires or disposes of real estate or its usage rights from related parties, or acquires or disposes of other assets from related parties with a transaction amount reaching 20% of the company's paid-in capital, 10% of total assets, or NT$300 million or more, except for the purchase and sale of domestic government bonds, bonds with repurchase or reverse repurchase conditions, and the subscription or repurchase of domestic securities investment trust companies' money market funds, the following information must be submitted for approval by the audit committee and the board of directors before the transaction contract is signed and payment is made:"

The purpose, necessity, and expected benefits of acquiring or disposing of the asset.
The reasons for selecting a related party as the transaction counterpart.
Relevant information for evaluating the reasonableness of the planned transaction terms when acquiring real estate from a related party, as per the provisions of this procedure.
The date and price at which the related party originally acquired the asset, the transaction counterpart, and the relationship between the company, the related party, and the transaction

counterpart.

A monthly cash flow forecast for the next year, starting from the month of contract signing, and an evaluation of the necessity of the transaction and the reasonableness of capital utilization.
The valuation report issued by the professional appraiser or the accountant's opinion.
The restrictions and other important terms related to this transaction.

"If a publicly listed company or its subsidiaries, which are not publicly listed in the domestic market, engages in a transaction as described in the previous section, and the transaction amount exceeds 10% of the total assets of the publicly listed company, the publicly listed company must submit the information listed in the previous section to the shareholders' meeting for approval before signing the transaction contract and making payment. However, transactions between the publicly listed company and its parent company, subsidiaries, or between subsidiaries themselves are exempt from this requirement.

The calculation of the transaction amount mentioned in the previous paragraph shall be conducted in accordance with the relevant provisions of this procedure."

Article 16 "If the company acquires real estate or its usage rights from related parties, and any of the following situations apply, the company should evaluate the reasonableness of the transaction costs in accordance with the relevant regulations. Except for the situations listed below, the company should consult an accountant for review and provide a specific opinion:"

The related party acquired the real estate through inheritance or a gift.
The related party entered into the contract to acquire the real estate or its usage rights more than five years prior to the date of this transaction contract.
The company signs a joint construction agreement or commissions the related party to build real estate on land owned by the company, such as in the case of land leasing or commissioned construction, to acquire the real estate.

Article 17 "If the company acquires real estate or its usage rights from related parties, and the evaluation results in accordance with the regulations show that the transaction price is lower than the assessed value, the company should carry out the following actions:"

The company should allocate the difference between the real estate transaction price and the assessed cost as special surplus reserves, in accordance with the regulations. These reserves may not be distributed or converted into capital stock. If the investor, whose investment in the company is evaluated using the equity method, is a publicly listed company, they must also allocate special surplus reserves based on their shareholding ratio for the corresponding amount.
The audit committee should handle this in accordance with Article 218 of the Company Act.
The company should report the handling of items in Paragraph 1 and Paragraph 2 to the shareholders' meeting and disclose the details of the transaction in the annual report and the prospectus.

If the company allocates special surplus reserves in accordance with the previous regulations, it may only use those reserves after the following conditions are met: the asset acquired at a high price has either recognized an impairment loss, been disposed of, received appropriate compensation, restored to its original condition, or there is other evidence proving that there is no unreasonable circumstance. Furthermore, this must be approved by the Securities and Futures Bureau before the special surplus reserves can be used.

If the company acquires real estate or its usage rights from related parties and there is other evidence indicating that the transaction deviates from normal business practices, the company must also handle the situation in accordance with the provisions of the previous two paragraphs."

Article 18 "When the company engages in derivative financial instruments, it should follow the company's 'Derivative Financial Instrument Trading Procedures' and pay attention to risk management and

auditing matters to ensure the implementation of the internal control system."

Article 19 "When the company carries out a merger, split, acquisition, or share transfer, it should engage an accountant, lawyer, or securities underwriter to provide an opinion on the reasonableness of the share exchange ratio, acquisition price, or the cash or other property to be distributed to shareholders, before the board of directors meeting is convened for approval. However, a publicly listed company merging with a subsidiary it directly or indirectly owns 100% of the issued shares or capital, or merging between subsidiaries that it directly or indirectly owns 100% of the issued shares or capital, is exempt from obtaining the aforementioned expert opinion on reasonableness."

"The important terms and related matters of the merger, split, or acquisition should be disclosed to shareholders in a public document before the shareholders' meeting, along with the expert opinions from the previous section and the notice of the shareholders' meeting, to serve as a reference for shareholders in deciding whether to approve the merger, split, or acquisition. However, this does not apply to cases where the law allows the merger, split, or acquisition to proceed without convening a shareholders' meeting.

If a shareholders' meeting of any participating company in the merger, split, or acquisition cannot be held or decided due to insufficient attendance, voting rights, or other legal restrictions, or if the proposal is rejected by the shareholders' meeting, the company participating in the merger, split, or acquisition should immediately make a public announcement explaining the reasons for the situation, the subsequent handling procedures, and the expected date for convening the shareholders' meeting."

Article 20 "Unless otherwise stipulated by other laws or with prior approval from the Securities and Futures Bureau due to special circumstances, the company must convene both the board of directors and shareholders' meeting on the same day to resolve matters related to mergers, splits, or acquisitions.

For companies participating in a share transfer, unless otherwise stipulated by other laws or with prior approval from the Financial Supervisory Commission due to special circumstances, the company must convene the board of directors on the same day.

For listed companies or companies whose stocks are traded at securities firms' business premises that are involved in a merger, split, acquisition, or share transfer, they must create and maintain a complete written record of the related materials for five years for audit purposes, and handle the matters in accordance with the relevant provisions of the 'Regulations on the Handling of Acquisitions or Disposals of Assets by Public Companies.'"

Article 21 Our Company's involvement in mergers, spin-offs, acquisitions, or share transfers, including the exchange ratio or acquisition price, shall not be arbitrarily changed except under the following circumstances, and such changes should be specified in the merger, spin-off, acquisition, or share transfer agreement:

Conducting cash capital increases, issuing convertible bonds, non-paid stock allotments, issuing bonds with warrants, preferred stocks with warrants, warrants, or other securities with equity characteristics.
Disposal of major company assets or other actions that may affect the company's financial or business status.
Occurrence of major disasters, significant technological changes, or other events that may affect shareholder rights or securities prices.
Adjustments related to the repurchase of treasury shares by any party involved in the merger, spin-off, acquisition, or share transfer, as per applicable law.
Changes in the number or identity of the parties involved in the merger, spin-off, acquisition, or share transfer.
Other conditions specified in the contract that allow for changes and have been publicly disclosed.

The company's merger, spin-off, acquisition, or share transfer agreements should include relevant matters as stipulated by regulations to protect the interests of the involved companies.

Article 22 Regulations for Acquisition or Disposal of Subsidiary Assets

(1) The acquisition or disposal of assets by a subsidiary shall also be conducted in accordance with the regulations of the parent company.
(2) If the subsidiary is not a publicly listed company in the domestic market and the acquisition or disposal of assets reaches the reporting threshold as stipulated in Article 8, the parent company shall handle the announcement and reporting matters.
(3) The reporting standard for the subsidiary, referred to as "20% of the company's paid-in capital," shall be based on the paid-in capital of the parent company.

Article 23 Regarding the Rule on 10% of Total Assets in This Procedure

The total asset amount for the calculation of the 10% rule in this procedure shall be based on the most recent individual or separate financial reports prepared in accordance with the financial reporting standards for securities issuers.

If the company's stock has no par value or the par value per share is not NT$10, the transaction amount rule regarding 20% of the paid-in capital in this procedure shall be calculated based on 10% of the equity attributable to the owners of the parent company.

Article 24 Effective Date

This procedure shall be implemented after being approved by the Audit Committee, submitted to the Board of Directors, and subsequently approved by the shareholders' meeting. The same process applies to any amendments. If any director expresses dissent, and there is a record or written statement, such dissenting opinions shall be submitted to the Audit Committee for review. The same applies to amendments.

For the acquisition or disposal of assets by the company, if approval from the Audit Committee is required under this procedure or other legal provisions, it must be approved by more than half of all members of the Audit Committee. Unless otherwise stipulated by law, if approval from more than half of all Audit Committee members is not obtained, the matter may be approved by more than two-thirds of the Board of Directors, and the resolution of the Audit Committee must be recorded in the minutes of the Board of Directors meeting.

Any matters not covered by this procedure shall be handled in accordance with relevant laws and regulations.

Article 25 This procedure was established on June 11, 2003

The 1st amendment was made on June 15, 2007
The 2nd amendment was made on June 20, 2012
The 3rd amendment was made on June 17, 2014
The 4th amendment was made on June 16, 2017
The 5th amendment was made on June 21, 2019
The 6th amendment was made on May 28, 2020
The 7th amendment was made on May 31, 2022

Appendix 7

【After modification】

CATHAY CHEMICAL WORKS, INC.

Procedures for Acquisition or Disposal of Assets

Article 1 Purpose

The Company’s acquisition or disposal of assets shall be handled in accordance with these Procedures, except as otherwise provided by the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” promulgated by the Financial Supervisory Commission of the Executive Yuan (hereinafter referred to as the “FSC”) and other applicable laws and regulations.

Article 2 Scope of Assets

(1) Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing funds, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities.

(2) Real property (including land, buildings and structures, investment property, and inventories of the construction industry) and equipment.

(3) Membership certificates.

(4) Intangible assets, including patents, copyrights, trademarks, and franchise rights.

(5) Right-of-use assets.

(6) Claims against financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).

(7) Derivative products.

(8) Assets acquired or disposed of through mergers, demergers, acquisitions, or share transfers conducted in accordance with applicable laws.

(9) Other significant assets.

Article 3 Definitions

(1) “Date of occurrence” shall, in principle, refer to the earliest of the contract execution date, payment date, trade execution date, transfer date, date of resolution by the Board of Directors, or any other date sufficient to determine the counterparty and transaction amount. However, for investments requiring approval from the competent authority, it shall refer to the earlier of the aforementioned dates or the date of approval by the competent authority.

(2) “Professional appraiser” means a real estate appraiser or any other person duly authorized by law to engage in the appraisal of real property or equipment.

(3) “Related party” and “subsidiary” shall be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issers.

(4) “Within one year” means the one-year period retroactively calculated from the date of the current acquisition or disposal of assets. Any items for which an appraisal report has been obtained from a professional appraiser in accordance with these Regulations, a CPA’s opinion has been obtained, or a public announcement has been duly made, shall be excluded from such calculation.

(5) “Most recent financial statements” means the financial statements of the Company that have been duly audited and certified or reviewed by a certified public accountant in accordance with applicable laws and regulations prior to the acquisition or disposal of assets.

Article 4 Procedures for Acquisition or Disposal of Assets

(1) Evaluation and Operating Procedures:

In acquiring or disposing of assets, the responsible unit shall submit for approval to the competent authority within the Company the evaluation results, including the purpose of the proposed

acquisition or disposal, the subject matter, the counterparty, the transfer price, the terms of payment and collection, and the basis for price determination.

The relevant operating procedures for the acquisition or disposal of assets shall be handled in accordance with these Procedures and the Company’s internal rules and regulations.

(2) Procedures for Determination of Transaction Terms:

For the acquisition or disposal of marketable securities traded on a centralized exchange market or at a securities firm’s business premises, the transaction price shall be determined based on the prevailing market price of the shares or bonds.
For the acquisition or disposal of marketable securities not traded on a centralized exchange market or at a securities firm’s business premises, the transaction terms shall be determined after taking into account the net asset value per share, profitability, future development potential, and by reference to the prevailing transaction prices or opinions issued by securities analysts regarding the reasonableness of the transaction amount.
For the acquisition or disposal of bonds not traded on a centralized exchange market or at a securities firm’s business premises, the transaction terms shall be determined with reference to prevailing market interest rates, the coupon rate of the bonds, and the creditworthiness of the issuer.
For the acquisition or disposal of real property and right-of-use assets thereof, the transaction terms shall be determined with reference to the publicly announced current value, assessed value, actual transaction prices of nearby properties, or appraisal reports issued by professional appraisers.
For the acquisition or disposal of other fixed assets, one of the following methods shall be adopted: price comparison, negotiation, or tendering.
Except for the acquisition or disposal of derivative products, where the transaction amount of a single acquisition or disposal of assets is below twenty percent (20%) of the Company’s paid-in capital or less than NT$300 million, such transaction shall be approved by the Chairman. Where the transaction amount of a single acquisition or disposal reaches or exceeds twenty percent (20%) of the Company’s paid-in capital or NT$300 million, such transaction shall be submitted to the Board of Directors for approval.

(3) Implementing Units:

Securities Investments: Management Department.
Real Estate, Right-of-Use Assets, and Other Fixed Assets: Management Department.
Other Assets Not Listed Above: Relevant executing units.
Public Announcements and Filings: Management Department.

(4) Investment Scope and Limits:

Apart from acquiring assets for business operations, the Company and its subsidiaries may also invest in and purchase non-operational real estate and related right-of-use assets or securities. The limits for such investments are as follows:

Total Non-Operational Real Estate and Right-of-Use Assets: Shall not exceed 150% of the net assets as reported in the most recent financial statements of each company.
Total Securities Investments: Shall not exceed 150% of the net assets as reported in the most recent financial statements of each company.
Limit for Individual Securities Investments (excluding bond funds): Shall not exceed 50% of the net assets as reported in the most recent financial statements of each company.

For individual securities investments, if the investment is a long-term equity investment, the limit for individual securities may exceed the above restriction, up to the net assets of the Company in the most recent financial statements; however, this does not apply if the investment has received special

approval from the Board of Directors.

Article 5: Engagement of Experts for Opinions

(1) When the Company acquires or disposes of real estate, equipment, or related right-of-use assets, except for transactions with domestic government agencies, self-developed projects, or acquisitions/disposals of equipment or right-of-use assets for business operations, if the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, a valuation report issued by a professional appraiser must be obtained before the transaction occurs. The valuation report for the real estate should follow the required format prescribed by the competent authority and also comply with the following requirements:

If, due to special circumstances, a restricted price, specific price, or special price is used as a reference for the transaction price, the transaction must first be approved by the Board of Directors. The same applies if the transaction conditions subsequently change.
If the transaction amount reaches NT$1 billion or more, valuations must be obtained from two or more professional appraisers.
If the valuation results from the professional appraisers fall into any of the following situations—except where acquisition valuations are all higher than the transaction amount or disposal valuations are all lower than the transaction amount—the Company must request a certified public accountant to provide a specific opinion on the reasons for the differences and the appropriateness of the transaction price.

A. The difference between the valuation result and the transaction amount reaches 20% or more of the transaction amount.
B. The difference between the valuation results of two or more professional appraisers reaches 10% or more of the transaction amount.

The date of the valuation report issued by the professional appraiser must not exceed three months from the contract date. However, if the same period’s publicly announced present value applies and does not exceed six months, an opinion letter from the original professional appraiser may be used.

(2) When the Company acquires or disposes of securities, except in the following cases, or if there is an active market with publicly quoted prices, or if otherwise regulated by the Financial Supervisory Commission, the Company must obtain the most recent financial statements of the target company, audited or reviewed by a certified public accountant, before the transaction occurs, to serve as a reference for evaluating the transaction price. Furthermore, if the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, the Company must request a certified public accountant to provide an opinion on the reasonableness of the transaction price before the transaction occurs:

Securities acquired by founding or raising capital for a fund or company through cash contribution.
Participation in subscribing to securities issued at par value by the target company through cash capital increase in accordance with applicable laws and regulations.
Participation in cash capital increases of wholly-owned investment companies, directly or indirectly, or mutual participation in cash capital increases between wholly-owned subsidiaries.
Trading of listed, over-the-counter (OTC), or emerging stock market securities at a securities exchange or securities firm branch.
Domestic government bonds, or bonds with repurchase (repo) or sell-back conditions.
Publicly offered funds.
Acquisition or disposal of listed or OTC Company shares in accordance with the listing, OTC bidding, or auction rules of the securities exchange or OTC market.

Participation in cash capital increases of domestic publicly issued companies, provided that the acquired securities are not privately placed securities.
Subscription to a fund before its establishment in accordance with Article 11, Paragraph 1 of the Securities Investment Trust and Consulting Act and the Financial Supervisory Commission Order No. 0930005249 issued on November 1, 2004.
Subscription or redemption of domestic private funds, provided that the trust agreement specifies the investment strategy, and except for positions related to securities margin trading and unliquidated securities, the investment scope is the same as that of publicly offered funds.

(3) When the Company acquires or disposes of assets through court auction proceedings, the certificate or documentation issued by the court may be used in place of a valuation report or an opinion from a certified public accountant.

(4) When the Company acquires or disposes of intangible assets, right-of-use assets, or membership certificates, and the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the Company must obtain an opinion from a certified public accountant on the reasonableness of the transaction price before the transaction occurs.

(5) The calculation of the transaction amount shall be conducted in accordance with Article 7, Paragraph 1 of this handling procedure. The term “within one year” is based on the transaction date of the current transaction, counting backward for one year. Transactions for which valuation reports or accountant opinions have already been obtained under this procedure are excluded from this calculation.

(6) The valuation reports or opinions obtained by the Company from appraisers, certified public accountants, lawyers, or securities underwriters must comply with the relevant provisions of the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies”.

Article 6: Procedures for Handling Related Party Transactions

(1) When the Company acquires or disposes of assets with a related party, in addition to following the previously stated procedures for resolutions, and assessing the reasonableness of transaction terms, if the transaction amount reaches 10% or more of the Company’s total assets, the Company must also obtain a valuation report from a professional appraiser or an opinion from a certified public accountant in accordance with the regulations. The calculation of the transaction amount in the preceding paragraph shall be conducted in accordance with Article 5, Paragraph 5 of this handling procedure. When determining whether a transaction counterparty qualifies as a related party, both legal form and substantive relationships must be considered.

(2) When the Company acquires or disposes of real estate or right-of-use assets with a related party, or acquires or disposes of other assets with a related party where the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more, except for transactions involving domestic government bonds, bonds with repurchase/sell-back conditions, or subscription/redemption of money market funds issued by domestic securities investment trust enterprises, the following information must be submitted to the Audit Committee and approved by at least half of all members, and then submitted to the Board of Directors for approval, before the transaction contract can be executed and payment made:

The purpose, necessity, and expected benefits of acquiring or disposing of the assets.
The reason for selecting the related party as the transaction counterparty.
For acquiring real estate or right-of-use assets from a related party, the relevant information used to assess the reasonableness of the proposed transaction terms in accordance with this handling procedure.
The original acquisition date and price of the assets by the related party, details of the transaction counterparty, and the relationship between the counterparty, the Company, and other related parties.
A monthly cash flow forecast for the upcoming year, starting from the anticipated contract month, along with an assessment of the necessity of the transaction and the reasonableness of fund utilization.

A valuation report issued by a professional appraiser or an opinion from a certified public accountant, as required under this handling procedure.
The restrictions and other important terms of the current transaction.

If the Company or a non-domestic publicly listed subsidiary engages in a transaction described in Paragraph 1, and the transaction amount reaches 10% or more of the Company’s total assets, the Company must submit the information listed in Paragraph 1 to the shareholders’ meeting for approval before entering into the transaction contract and making any payment. However, transactions between the Company and its parent company, between the Company and its subsidiaries, or between subsidiaries themselves are not subject to this requirement. The calculation of the transaction amount for both Paragraph 1 and the preceding paragraph shall be conducted in accordance with Article 7, Paragraph 1 of this handling procedure. The term “within one year” is based on the transaction date of the current transaction, counting backward for one year. Transactions that have already been submitted to the shareholders’ meeting, approved by the Board of Directors, and acknowledged by the Audit Committee in accordance with these regulations are excluded from this calculation. For transactions between the Company and its parent company, subsidiaries, or wholly-owned subsidiaries (directly or indirectly holding 100% of issued shares or capital), the Board of Directors may authorize the Chairman to make decisions within a certain limit, with subsequent ratification at the next Board meeting.

Acquisition or disposal of equipment or right-of-use assets for business operations.
Acquisition or disposal of right-of-use assets for real estate used in business operations.

(3) When the Company acquires real estate or right-of-use assets from a related party, the reasonableness of the transaction cost shall be evaluated using the following methods:

Transaction cost based on the related party’s price, plus necessary financing interest and any costs legally borne by the buyer. The necessary financing interest cost shall be calculated based on the weighted average interest rate of borrowings during the year of asset acquisition, but shall not exceed the maximum borrowing interest rate for non-financial industries published by the Ministry of Finance.
If the related party has previously used the asset as collateral for a loan from a financial institution, the total loan appraisal value assessed by the financial institution may be used. However, the actual cumulative loan amount provided by the financial institution must be at least 70% of the appraised value, and the loan period must exceed one year. This provision does not apply if the financial institution and either party to the transaction are related parties.

If land and buildings are purchased or leased together, the transaction cost may be separately evaluated for land and buildings using any of the methods listed in the preceding paragraph. When the Company acquires real estate or right-of-use assets from a related party, the cost of the real estate or right-of-use assets shall be evaluated in accordance with the above provisions, and a certified public accountant must be consulted to review and provide a specific opinion.

(4) When the Company acquires real estate or right-of-use assets from a related party, if any of the following situations apply, the procedures set forth in Article 6, Paragraph 2 of this handling procedure shall be followed, and the provisions of Paragraph 3 shall not apply:

The related party acquired the real estate or right-of-use assets through inheritance or gift.
The related party entered into the contract to acquire the real estate or right-of-use assets more than five years prior to the transaction contract date.
The Company enters into a joint construction agreement with a related party, or commissions a related party to construct real estate under agreements such as self-owned land development or leased land development.

The Company and its parent company, subsidiaries, or wholly-owned subsidiaries (directly or indirectly holding 100% of issued shares or capital) acquire right-of-use assets for real estate used in business operations among themselves.

(5) If, under the provisions of Paragraphs 3 and 4 above, the evaluation results are both lower than the transaction price, the Company shall proceed in accordance with Article 6, Paragraph 6 of this handling procedure. However, this requirement does not apply if any of the following situations occur, provided that objective evidence is submitted and specific reasonableness opinions from a professional real estate appraiser and a certified public accountant are obtained:

If the related party acquired bare land or leased land before constructing the property, evidence may be provided to demonstrate compliance with any of the following conditions:

A. For bare land, the evaluation shall follow the methods set forth in Article 6, Paragraph 3, while for buildings, the cost shall be calculated as the related party’s construction cost plus reasonable construction profit, and the total shall exceed the actual transaction price. The reasonable construction profit shall be based on the lower of the average gross profit margin of the related party’s construction department over the past three years, or the most recent gross profit margin for the construction industry published by the Ministry of Finance.

B. Other non-related party transactions within the same building or neighboring area occurring within one year, with a similar area, and whose transaction terms are adjusted according to customary differences in floor or location value for real estate sales or leases, resulting in comparable conditions.

The Company may provide evidence that the purchase of real estate or lease of right-of-use assets from a related party has transaction terms comparable to other non-related party transactions in the neighboring area within one year, and that the areas are similar. “Neighboring area transactions” are defined as transactions on the same or adjacent streets within a radius of 500 meters from the subject property, or with similar publicly announced values. “Similar area” is defined as cases where the area of the non-related party transaction is at least 50% of the area of the subject property. “Within one year” is calculated based on the date of acquisition of the real estate or right-of-use asset, counting backward one year.

(6) When the Company acquires real estate or right-of-use assets from a related party, and the evaluation results according to the prescribed methods are both lower than the transaction price, the following actions shall be taken:

A. For the difference between the transaction price and the evaluated cost of the real estate or right-of-use assets, a special reserve shall be set aside in accordance with regulations, and shall not be distributed or used for capital increase or stock dividends. For investments of the Company measured using the equity method, if the investee is a publicly listed company, the corresponding amount shall also be set aside as a special reserve proportionate to the shareholding in accordance with regulations.

B. The independent directors of the Audit Committee shall handle the matter in accordance with Article 218 of the Company Act.

C. The situations described in the preceding two items shall be submitted to the shareholders’ meeting, and the transaction details shall be disclosed in the annual report and public prospectus.

For the special reserve set aside by the Company in accordance with the preceding provisions, the reserve may only be utilized after the high-priced acquired or leased asset has been recognized for impairment loss, disposed of, the lease terminated, or appropriate compensation or restoration has

been made, or other evidence confirms that no unreasonableness exists, and with the approval of the competent authority. If the Company acquires real estate or right-of-use assets from a related party, and there is other evidence indicating that the transaction is inconsistent with normal business practices, the same provisions shall apply.

Article 7: Information Disclosure

(1) Standards for Public Announcement and Reporting:

When the Company acquires or disposes of assets, if the transaction amount, calculated in accordance with the following methods, reaches 20% of the Company’s paid-in capital or NT$300 million or more, the Company shall make a public announcement and filing within two days from the date of occurrence:

A. The amount of each individual transaction.
B. The cumulative number of transactions involving the same counterparty and the same type of underlying asset within one year.
C. The cumulative amount of acquisition or disposal (calculated separately for acquisitions and disposals) of real estate or right-of-use assets under the same development project within one year.
D. The cumulative amount of acquisition or disposal (calculated separately for acquisitions and disposals) of the same securities within one year.

If any item that the Company is required to publicly announce contains errors or omissions at the time of announcement and requires correction, the Company shall re-file and re-announce all items within two days from the date it becomes aware of such error or omission. When the Company acquires or disposes of assets, it shall retain relevant contracts, meeting minutes, registers, valuation reports, and opinions issued by certified public accountants, lawyers, or securities underwriters at the Company. Unless otherwise provided by law, such documents shall be kept for at least five years.

For transactions that the Company has publicly announced and reported in accordance with applicable regulations, if any of the following circumstances occur, the Company shall, within two days from the date of occurrence, re-disclose the relevant information on the website designated by the competent authority:

A. The relevant contract originally executed for the transaction is amended, terminated, or rescinded.
B. Merger, demerger, acquisition, or share transfer is not completed according to the scheduled timeline set forth in the contract.
C. There are changes to the originally announced and reported information.

(2) Items to be Publicly Announced and Reported:

When the Company acquires or disposes of assets under any of the following circumstances, it shall, based on the nature of the transaction and in accordance with the prescribed format, publicly announce and report the relevant information on the website designated by the competent authority within two days from the date of occurrence:

When the Company acquires or disposes of real estate or right-of-use assets from a related party, or engages with a related party in the acquisition or disposal of assets other than real estate or right-of-use assets, and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more, the Company shall make the required public announcement and filing. However, this requirement does not apply to transactions involving domestic government

bonds, bonds with repurchase or sell-back conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

Merger, demerger, acquisition, or share transfer
The acquisition or disposal of equipment or right-of-use assets for business operations, where the counterparty is not a related party, and the transaction amount reaches NT$500 million or more.
The acquisition of real estate through self-owned land development, leased land development, joint construction with profit-sharing, joint construction with land sales, or joint construction with sales where the counterparty is not a related party, and the estimated transaction amount exceeds NT$500 million.
Asset transactions other than the first four types, or investments in mainland China, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, the following circumstances are not subject to this limit:

A. The purchase or sale of domestic government bonds or foreign government bonds with a credit rating not lower than the sovereign rating of Taiwan.
B. Professional investors engaged in the buying and selling of securities at a securities exchange or a securities dealer’s business location, or in the subscription of foreign government bonds or ordinary corporate bonds issued in the primary market, as well as general financial bonds not involving equity (excluding subordinated bonds), or the subscription or redemption of securities investment trust funds or futures trust funds, or the subscription or repurchase of index investment securities.
C. The purchase or sale of bonds with repurchase or sell-back conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(3) Subsidiary Announcement and Reporting Matters:

If a subsidiary is not a publicly listed company and acquires or disposes of assets that meet the public announcement and reporting standards set forth in this handling procedure, the parent company shall also handle the public announcement and reporting matters.
In the subsidiary’s announcement and reporting standards, the provisions regarding paid-in capital or total assets shall be based on the paid-in capital or total assets of the parent company.

Article 8: When the Company engages in derivative financial instruments, it shall act in accordance with the regulations of the securities regulatory authority and ensure proper risk management and audit procedures, in order to implement an effective internal control system.

Article 9: Procedures for Handling Mergers, Demergers, Acquisitions, or Share Transfers:

(1) Evaluation and Operational Procedures:

When the Company carries out a merger, demerger, acquisition, or share transfer, it should appoint lawyers, accountants, and underwriters to collaboratively discuss the statutory procedure and estimated timeline. Additionally, a project team should be established to carry out the procedures according to the law. Before convening the Board of Directors to make a decision, the Company shall request the opinion of accountants, lawyers, or securities underwriters regarding the reasonableness of the stock swap ratio, purchase price, or distribution of cash or other property to shareholders, and submit it to the Board for discussion and approval. However, if the Company is merging with a subsidiary that directly or indirectly holds 100% of the issued shares or capital, or if the merger occurs between subsidiaries that directly or indirectly hold 100% of the issued shares or capital, the opinion of the aforementioned experts may be waived.
The Company shall prepare a public document for shareholders before the shareholders' meeting, containing important agreements and related matters for the merger, demerger, or acquisition, along with the expert opinions and the notice of the shareholders' meeting, which shall be provided to the

shareholders. This will serve as a reference for whether to approve the merger, demerger, or acquisition. However, this does not apply to cases where, according to other legal provisions, the shareholders' meeting is not required to approve the merger, demerger, or acquisition. Additionally, if either of the participating companies in a merger, demerger, or acquisition cannot hold a shareholders' meeting or make a resolution due to insufficient attendance, voting rights, or other legal restrictions, or if the proposal is rejected by the shareholders' meeting, the participating companies must immediately disclose the cause, the subsequent procedures, and the estimated date for the next shareholders' meeting.

(2) Other Matters to Be Noted:

Board Meeting Date: Except where otherwise stipulated by law or with prior approval from the competent authority for special circumstances, the companies involved in the merger, demerger, or acquisition must hold both the board of directors' meeting and shareholders' meeting on the same day to resolve matters related to the merger, demerger, or acquisition.

For companies involved in share transfers, except where otherwise required by law or with prior approval from the competent authority for special circumstances, the company must hold the board of directors' meeting on the same day.

Confidentiality Agreement Prior to the Transaction: All individuals who participate in or are aware of the Company's merger, demerger, acquisition, or share transfer plans must sign a written confidentiality agreement. Prior to the disclosure of the information, they must not leak the contents of the plan to external parties, nor may they buy or sell stocks and other equity-related securities of any companies involved in the merger, demerger, acquisition, or share transfer using their own name or by proxy.
Principles for Setting and Changing the Stock Swap Ratio or Purchase Price:

Companies involved in the merger, demerger, acquisition, or share transfer must, before both parties' board meetings, appoint accountants, lawyers, or securities underwriters to express opinions on the reasonableness of the stock swap ratio, purchase price, or the distribution of cash or other property to shareholders, and present the opinion to the shareholders' meeting. The stock swap ratio or purchase price should not be changed arbitrarily, unless conditions for such changes have been agreed upon in the contract and disclosed to the public. The conditions under which the stock swap ratio or purchase price may change are as follows:

A. Conducting cash capital increases, issuing convertible bonds, issuing bonus shares, issuing bonds with warrants, issuing preferred stocks with warrants, warrant certificates, and other equity-related securities.
B. Disposing of significant company assets or other actions that affect the company's financial operations.
C. Occurrence of major disasters, significant technological changes, or other events that affect shareholders' interests or securities prices.
D. Adjustment for the repurchase of treasury stock by any party involved in the merger, demerger, acquisition, or share transfer according to the law.
E. Changes in the merger, demerger, acquisition, or share transfer entities or their respective numbers.
F. Other conditions specified in the agreement that can be changed and have been disclosed to the public.

Contents to Be Included in the Agreement:

The agreement for companies involved in mergers, demergers, acquisitions, or share transfers, in addition to complying with the provisions of Article 317-1 of the Company Act and Article 22 of the Business Mergers and Acquisitions Act, shall include the following matters:

A. Handling of Breach of Contract.

B. Principles for the treatment of equity-related securities or treasury stock issued or repurchased by the company that is merged, demerged, or acquired before the merger.

C. The number of treasury stocks that can be repurchased by the company according to the law after the calculation date of the stock swap ratio, and the principles for their handling.

D. Methods of handling if there are changes in the entities or numbers involved in the merger, demerger, acquisition, or share transfer.

E. Expected progress of the plan and estimated completion schedule.

F. If the plan is not completed on time, the scheduled date for the shareholders' meeting required by law and other related procedures.

When there is a change in the number of entities involved in the merger, demerger, acquisition, or share transfer:

If, after the information has been publicly disclosed, any company involved in the merger, demerger, acquisition, or share transfer intends to merge, demerge, acquire, or transfer shares with another company, except when the number of entities involved decreases, and the shareholders' meeting has resolved and authorized the board to change its authority, the participating companies are exempt from convening another shareholders' meeting to re-decide. However, for the original merger, demerger, acquisition, or share transfer, any procedures or legal actions that have already been completed must be re-executed by all participating companies.

If any company involved in the merger, demerger, acquisition, or share transfer is not a publicly listed company, the Company shall sign an agreement with that company and handle the matter according to the aforementioned relevant regulations.

(3) When the Company participates in a merger, demerger, acquisition, or share transfer, it shall prepare a complete written record containing the following information and keep it for five years for auditing purposes:

A. Basic Personnel Information: This includes the name, job title, and identification number (for foreign individuals, the passport number) of all individuals involved in the merger, demerger, acquisition, or share transfer plan or its execution before the information is made public.

B. Important Dates: This includes the dates of signing the letter of intent or memorandum, appointing financial or legal advisors, signing contracts, and the dates of board meetings, etc.

C. Important Documents and Meeting Minutes: This includes the merger, demerger, acquisition, or share transfer plan, letter of intent or memorandum, important contracts, and board meeting minutes, among other documents.

When the Company participates in a merger, demerger, acquisition, or share transfer, it shall, within two days from the date of the board resolution, submit the information specified in the first and second items above, in the prescribed format, via the internet information system to the competent authority for record-keeping.

If any of the companies involved in the merger, demerger, acquisition, or share transfer is not a listed company or its shares are not traded at a securities firm's business location, the Company shall sign an agreement with that company and handle the matter according to the provisions in the first and second items above.

Article 10: Control over the Acquisition or Disposal of Assets by Subsidiaries:

The Company's subsidiaries, except for those that are purely nominal companies, shall also establish and implement their own "Asset Acquisition or Disposal Procedures" in accordance with the "Guidelines for the Acquisition or Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission (FSC). If the subsidiaries of the Company are not publicly listed companies and the assets they acquire or dispose of meet the disclosure and reporting standards, they must

notify the Company within the day the event occurs. The Company will then handle the announcement and reporting on the designated website as required.

Article 11: Penalties

If it is verified that an employee of the Company has violated the procedures for the acquisition and disposal of assets as stipulated in this handling procedure, the employee will be penalized in accordance with the Company's work regulations, depending on the severity of the situation.

Article 12: Implementation and Amendment

This procedure must be approved by more than half of the members of the Audit Committee and then submitted to the Board of Directors for approval and reported to the shareholders' meeting for implementation. The same applies when making revisions. If any director expresses dissent and provides a record or written statement, the company must submit the dissenting opinions to the Audit Committee for review.

The company has appointed independent directors. For any matters related to this procedure that are to be submitted to the Board of Directors for discussion, the opinions of all independent directors should be fully considered. If any independent director expresses opposition or retains their opinion, it should be recorded in the meeting minutes of the Board of Directors. If the approval of more than half of the members of the Audit Committee is not obtained as mentioned in the previous paragraph, the matter may be approved by more than two-thirds of all directors, and the resolution of the Audit Committee should be recorded in the meeting minutes of the Board of Directors.

The term "all members of the Audit Committee" and "all directors" as referred to above shall be calculated based on the actual members and directors currently in office.

Article 13: Supplementary Provisions

Any matters not covered by this procedure shall be handled in accordance with the relevant laws and regulations.

Article 14: This procedure was established on June 11, 2003

The 1st revision was made on June 15, 2007

The 2nd revision was made on June 20, 2012

The 3rd revision was made on June 17, 2014

The 4th revision was made on June 16, 2017

The 5th revision was made on June 21, 2019

The 6th revision was made on May 28, 2020

The 7th revision was made on May 31, 2022

The 8th revision was made on June 24, 2026

Appendix 8 Details of the Release from Non-Compete Restrictions for New Directors

Position	Name	Position Holding in Another Company
Chairman	Heng Chung Investment Co., Ltd. Representative: Jou-Er Ing	Director of Reward Wool Industry Corporation
Chairman of Cathay Chemical Works, Inc.
Chairman and General Manager of Reward Wool Industry Corporation
Chairperson of Taiwan Puritic Corp.
Director & General Manager	Li Tai Investment Co., Ltd. Representative: C.C. Hung	Director of Reward Wool Industry Corporation
Representative of Chih Cheng Industrial Co., Ltd.
Director and General Manager of Cathay Chemical Works, Inc.
Independent Director	Chi-Ying, Tseng	Attorney-at-law, Of Sun Law Law Firm
Legal counsel for listed companies
Independent Director	Lien-Chu, Yeh	-
Independent Director	Wen-Kuei, Chi	-

IX.Annex

Annex A:

CATHAY CHEMICAL WORKS, INC.

Article of Association

Chapter 1: General Provisions

Article 1 The Company is organized in accordance with the provisions of the Company Law of the Company Limited, and named as CATHAY CHEMICAL WORKS, INC.

Article 2 Businesses of the Company are as follows:

001 • C801010 Basic Chemical Industrial
002 • F107200 Wholesale of Chemical Feedstock
003 • F207200 Retail Sale of Chemical Feedstock 1
004 • CB01010 Mechanical Equipment Manufacturing
005 • C802100 Cosmetics Manufacturing
006 • F108040 Wholesale of Cosmetics
007 • F208040 Retail Sale of Cosmetics
008 • F401010 International Trade
009 • C201010 Feed Manufacturing
010 • F103010 Wholesale of Animal Feeds
011 • F202010 Retail Sale of Feeds
012 • ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to a special approval

Article 2-1 External investment of the Company shall not limit by 40% of the paid-in capital.

Article 3 The Company has its headquarters in Taipei City and may set up factories, offices, or branches in domestic or foreign if necessary.

Chapter 2: Share

Article 4 The capital of the Company is rated at NT$1,509,517,000. Divided as 150,915,700 shares and each share price NT$10, all amounts had been fully issued.

※Company's shares are all in registered form.

Article 5 Shares issued by the Company may be exempted from printing stock certificates in accordance with regulations. The share certificate to be issued under the provision of the preceding paragraph shall be placed under the centralized securities custody enterprise and proceed with regulations.

Article 6 When the Company issues new shares, it shall reserve 10% to 15% of the total new issued shares for employees to purchase. However, if the Company uses reserves or asset appreciation to offset the new issued shares to the original shareholders, it isn't limited. The above conditions of employees may include employees in controlling or subordinate companies.

Chapter 3 Shareholders' Meeting

Article 7 The Company Shareholders' meeting usually is divided into two types: ordinary shareholders' meetings and extraordinary shareholders' meetings, meetings are convened by the board of directors in accordance with the following regulations:

Ordinary shareholders' meetings: Convened at least once a year, and shall be convened

within six months after the end of each fiscal year. The shareholders' meetings can be proceeded via visual communication network or other methods approved by the central competent authority.

Extraordinary shareholders' meetings: The board of directors deems it is necessary, or shareholders who continue holding more than 3% of the total issued shares for more than one year, propose matters and reasons in written form, and request the board of directors to convene the meetings.

Article 8 A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date.

A notice to convene the extraordinary meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date.

Both preceding notices as above mentioned shall specify the causes or subjects for the convening.

Also the causes or subjects for the convening may be listed as an extempore motion.

However, matters concerning re-election of directors or changes to the articles of association of the Company shall be listed in the proposal, not able to be raised as extempore motion.

The provisions from Article 8-1 to Article 8-4, shall not apply if the shareholders' meeting is postponed or to reconvened within five days.

Article 9 The resolutions of the shareholders' meeting, except regulation by the Company Law, shall be adopted while the shareholders representing more than half of the total number of its outstanding shares present at the meeting and more than half of the attend shareholders agree the resolutions.

Article 10 Except as otherwise provided by law, each share of the company entitles the shareholder to one voting right

Article 11 If a shareholder can't attend the shareholders' meeting personally for some reason, he/she must show a power of attorney issued by the Company. The power of attorney must specify the scope of authorization and entrust an agent to attend the shareholders' meeting. The rule is according to the Company Law Article 117 and "The Using Rules of the Power of Attorney of Shareholder's Meeting for the Public Companies"

Article 12 The resolutions of the shareholders' meeting shall be recorded in a minute book, which shall be signed or stamped by the chairman. Together with meeting attendance form of shareholders and the power of attorney for proxy attendance kept in the Company.

The minute book should record the date of the meeting, the venue, the name of the chairman, the method of resolution and the essentials of the proceedings with the results of the meeting and distributes to each shareholder in 20 days.

The distribution of the minute book shall be proceeded according to the public announcement.

Chapter 4 Board of Directors and Directors

Article 13 The board of directors of the Company consists of 5 to 7 directors. The election adopts the candidate nomination system, and the shareholders' meeting will select and appoints the directors from the list of candidates.

Among the number of directors in the preceding, the number of independent directors shall not be less than 3, and shall not be less than one-fifth of the number of directors.

The professional qualifications and part-time restrictions of independent directors shall be handled in accordance with relevant laws and regulations. Independent directors and non-independent directors shall be elected together, and the elected list will be calculated separately.

The regulation of Civil Law - Article 85 shall not apply to the capacity for conduct in the preceding paragraph.

When the government or juridical person is a shareholder, it can be elected as a director by its own name. However, a natural person representative must be designated to perform the duties.

The government or juridical person referred to in the preceding paragraph may also have their representatives elected as directors, and if there are several representatives, they may be elected separately.

The two representatives as above mentioned may be reassigned by the government or juridical person whenever necessary to supplement the original term of office according to their position relationship.

Article 13-1 The Board of Directors shall set up the functional Committees for each category, and review the regulations of each committees' job authority.

Article 14 The term of office expires of directors is 3 years and can be re-elected.

When a director's term of office expires but is not due for re-election, the executive duties of the director shall be extended until the re-elected director takes office. However, the competent authority may order the Company to re-elect within a time limit according to its administrative power. If the Company doesn't re-elect within the time limit, the director will of course be dismissed when the time limit expires.

Article 15 The total number of shares held by all directors of the Company may not be less than a certain percentage prescribed by the competent authority.

Article 16 Convening of the board of directors, shall be stated in writing the reason, and should notify the directors in 7 days before the meeting. However, if the situation is an emergency, convening can be called without a notice in writing.

Article 17 If a director is unable to attend the board of directors for some reasons, he may issue a power of attorney before each meeting, and specify the scope of authorization to entrust other directors to act as agent to attend the meeting.

The agents referred in preceding are limited to entrust by one person. If the board of directors conducts a video conference, the directors who participate in the conference by video will be deemed to be present in person. Directors residing abroad may entrust other shareholders residing in domestic in writing and regular representation on the board of directors. However, it should apply to the competent authority for registration, also while changing.

Article 18 The board of directors shall convene at least once a quarter, and if necessary may be convened at any time.

Article 19 The resolutions of board of directors, except regulation by the Company Law, will be pass while the shareholders represent more than half of the total issued shares attend, then more than half of the attend shareholders agree the resolutions.

Article 20 The resolutions of board of directors shall be recorded in a minute book, and distributed within 20 days after the meeting.

Article 21 The board of directors of the Company has only one chairman, elected with the attendance of more than two-thirds of the directors then more than half of the present directors has agreed.

Article 22 Besides exercising administrative powers in accordance with laws and regulations. Internally, the Chairman is the moderator of the Company's shareholders meeting and the board of directors, and able to convene the board of directors; externally, the Chairman represents the Company. When the chairman asks for leave or is unable to exercise his powers for any reason, the chairman shall designate one director to act as an agent. If the chairman doesn't designate an agent, the directors shall recommend one person to act as an agent.

Article 23 The remuneration or traveling expenses of the directors of the Company may be decided by the board of directors considering the industry's usual standards to negotiate.

Chapter 5 Audit Committee

Article 24 The Company has established an audit committee and other functional committees. The Audit Committee shall consist of all independent directors, one of whom shall be the convener, and at least one of the independent directors shall have accounting or financial expertise. The exercise of the administrative powers of the Audit Committee and other matters shall be handled in accordance with the relevant regulations of the securities competent authority and the Company.

Chapter 6 Managers and Employees

Article 25 Company has one president who follows the orders of the board of directors to manage the Company's business. If necessary, it will be supported by 1 to 4 vice presidents after the resolution of the board of directors.

Article 26 The presidents shall be nominated by the chairman of the board, and the vice presidents, department heads and deputy supervisors of the company shall be nominated by the president and approved by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the company.

Chapter 7 Accounting

Article 27 The Company sets every Jan.1 to Dec.31 as fiscal year. At the end of each fiscal year, the board of directors shall provide the following lists according to law. And submitted to the shareholders' meeting for ratification.

Annual Business Report
Financial Statements
Proposal for profit distribution or deficit recovery

Article 28 If the Company has an annual profit, it should allocate no less than 5% profit as employee remuneration and no more than 1% profit as director remuneration. The "profit" refers to the profit before tax deducting the remuneration of employees and directors. However, when the Company still has accumulated losses, it should reserve the amount in advance to recover the deficit.

The remuneration of employees can be paid in stock or cash, but the remuneration of directors can only be paid in cash.

The two items has mentioned previously, shall be approved by more than half of the directors at the board of directors. Moreover, at least two-thirds of the Company entire directors should be attend, then report to the shareholders meeting.

Article 28-1 If the Company has a profit after tax for the current period in the annual final accounts, it shall recover the accumulated deficit according to the law (including adjustment of undistributed surplus amount), then appropriate 10% as a statutory surplus reserve. However, when the accumulation of statutory surplus reserves has reached the total paid-in capital of the Company, this limitation shall not apply. Furthermore, allocated or reversed the special surplus reserve according to the law or the competent authority's regulations. If there is still a

surplus, together with the undistributed surplus at the beginning of the period (including the undistributed adjustment surplus amount), will draw up a proposal for the distribution of surplus by the board of directors. Then, submitted to the shareholders’ meeting to distribute dividends to shareholders.

The Company's dividend policy is based on the future development plans, considering the investment environment, funds needed for long-term financial plan. Also set sustainable development and shareholders’ interests as target. The total amount of allocation of dividends and bonuses to shareholders each year shall not be less than 40% of surplus after tax in current year, and the balance after making up for the accumulated loss and profit reserves. However, if the accumulated surplus is less than 5% paid in capital, the Company aren’t necessary to allocate dividends and bonuses. The allocation of dividends and bonuses to shareholders can be in cash or in share. The cash dividend shall not under 50% of the total dividend.

Chapter 8 Supplementary Provisions

Article 29 Company’s articles of association, bylaws and other articles of association shall be formulated separately and approved by the board of directors

Article 30 The matter which doesn’t be stipulated in this charter, should conduct in accordance with the Company Law and relevant laws.

Article 31 This Articles was stipulated on June 5, 1962

The 1st amendment was on October 12, 1964

The 2nd amendment was on January 20, 1965

The 3rd amendment was made on March 26, 1967

The 4th amendment was made on April 1, 1970

The 5th amendment was made on July 1, 1974

The 6th amendment was made on November 11, 1975

The 7th amendment was made on October 26, 1976

The 8th amendment was made on January 27, 1978

The 9th amendment was made on May 1, 1978

The 10th amendment was made on August 17, 1978

The 11th amendment was made on November 28, 1979

The 12th amendment was made on May 31, 1980

The 13th amendment was made on April 30, 1984

The 14th amendment was made on May 30, 1985

The 15th amendment was made on July 25, 1985

The 16th amendment was made on May 26, 1986

The 17th amendment was made on January 15, 1987

The 18th amendment was made on June 15, 1988

The 19th amendment was made on March 25, 1989

The 20th amendment was made on April 17, 1990

The 21st amendment was made on April 22, 1991

The 22nd amendment was made on April 17, 1992

The 23rd amendment was made on April 19, 1993

The 24th amendment was made on April 18, 1994

The 25th amendment was made on April 24, 1995

The 26th amendment was made on April 29, 1996

The 27th amendment was made on April 28, 1997
The 28th amendment was made on April 27, 1998
The 29th amendment was made on April 26, 1999
The 30th amendment was made on April 25, 2000
The 31st amendment was made on June 5, 2002
The 32nd amendment was made on June 6, 2005
The 33rd amendment was made on June 30, 2006
The 34th amendment was made on June 13, 2008
The 35th amendment was made on June 22, 2011
The 36th amendment was made on June 20, 2012
The 37th amendment was made on June 22, 2016
The 38th amendment was made on June 21, 2019
The 39th amendment was made on May 28, 2020
The 40th amendment was made on May 31, 2022
The 41st amendment was made on June 23, 2025

Annex B:

CATHAY CHEMICAL WORKS INC.

Rules of Procedure for Shareholders Meetings

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 the Corporate Governance Best-Practice Principles for TWSE/ TPEX Listed Companies.

Article 2

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3 (Shareholders' meeting convening and meeting notice)

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

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) in 30 days before the date of a regular shareholders meeting or 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 in 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. Before the 15 days 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, also should be distributed at the on-site shareholders meeting.

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 director, 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 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; the main content may be placed on the website designed by the Securities Competent Authority or the Company and placed the website in the notice.

Where re-election of all directors 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.

But the proposal will be included in the meeting agenda, when a shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities. Then 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. 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. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

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.

One shareholder shall issue one power of attorney, and the proxy shall be limited to one person. The power of attorney shall be delivered to the Company five days before the shareholders' meeting. If the power of attorney has repetition, the one that is served first shall prevail. However, if the written statement revokes the previous power of attorney before the shareholders' meeting, the situation isn't limited to this. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 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 (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6 (Preparation of documents such as the attendance book)

This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, and the place to register for attendance with 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.

Shareholders or proxies appointed by shareholder 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 Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The 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, 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 is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7 (The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

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 mutually select a chair from among themselves. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8 (Documentation of a shareholders meeting by audio or video)

This Corporation, 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.

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, 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. 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.

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.

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 (Discussion of proposals)

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 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak 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 doesn't correspond to the subject given 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 any violation.

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.

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

Article 12 (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based on the number of shares.

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 3 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 13

A 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 this Corporation 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.

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.

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.

Article 14 (Election of directors)

The election of directors 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. The minutes shall be retained for the duration of the existence of this Corporation.

Article 16 (Public disclosure)

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 shall make an express disclosure of the same at the place of the shareholders 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 regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

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 (Recess and resumption of a shareholders meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. 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
These Rules shall come into force after being approved by the shareholders' meeting, and amendments shall be applied as the same procedure.

Article 20
These rules are re-established on May 28, 2021

Annex C:

Election Rules for the Board of Directors of CATHAY CHEMICAL WORKS INC.

The election of the company's directors shall be conducted in accordance with the provisions of these regulations
In the election of the company's directors, each share has the same number of voting rights as the number of directors to be elected, which can be concentrated to elect one person or distributed to elect multiple persons. Independent directors and non-independent directors shall be elected together, with separate calculations for the list of elected candidates.
The board of directors shall prepare election ballots equal in number to the directors to be elected, and indicate the corresponding voting rights, which shall be distributed to shareholders attending the shareholders' meeting.
Before the election begins, the chairman shall appoint a certain number of election supervisors and vote counters to carry out their respective duties.
The election of directors shall be conducted with the board of directors setting up a ballot box, which shall be opened and inspected publicly by the election supervisors before voting begins
If the nominee is a shareholder, the voter must fill in the nominee's account name and shareholder account number in the 'Nominee' section of the ballot. If the nominee is not a shareholder, the voter must fill in the nominee's name and national identification number. However, if the nominee is a government or corporate shareholder, the 'Nominee' account name section of the ballot should list the name of the government or corporation, and may also include the name of the representative of that government or corporation, if there are multiple representatives, the names of each representative should be listed separately.
The ballot shall be invalid if any of the following conditions occur:

(1) The ballot is invalid if it does not use the prescribed form as specified in these regulations

(2) The ballot is invalid if a blank ballot is deposited into the ballot box

(3) The ballot is invalid if the handwriting is illegible or has been altered

(4) The ballot is invalid if the nominee's account name and shareholder account number (for shareholders) do not match the shareholder register, or if the nominee's name and national identification number (for non-shareholders) do not match after verification

(5) The ballot is invalid if, in addition to the nominee's account name (or name) or shareholder account number (or national identification number) and the allocated voting rights, any other text is written on the ballot.

(6) The ballot is invalid if the nominee's account name (or name) or shareholder account

number (or national identification number) is not filled in.

(7) The ballot is invalid if two or more nominees are listed on the same ballot.

The directors of the company shall be elected by the shareholders' meeting from among individuals with legal capacity. According to the number of directors specified in the company's articles of association, those who receive the highest number of voting rights as represented by the election ballots shall be elected as directors in order. If two or more candidates receive the same number of votes and exceed the specified number of directors, a draw will be held among those with the same number of votes to determine the winners. If any of the candidates are absent, the chairman will conduct the draw on their behalf.
After the voting is completed, the votes shall be counted on-site, and the results shall be announced by the chairman immediately.
The elected directors shall be issued election notifications by the board of directors of the company.
Matters not covered by these regulations shall be handled in accordance with the Company Act, the company's articles of association, and relevant laws and regulations.
These regulations shall be effective upon approval by the shareholders' meeting, and the same applies to any amendments.
These regulations were established on July 3, 1987
The 1st amendment was made on July 3, 1989
The 2nd amendment was made on March 15, 2002
The 3rd amendment was made on June 22, 2011
The 4th amendment was made on June 20, 2012
The 5th amendment was made on June 22, 2016
The 6th amendment was made on May 28, 2020

Annex D:

CATHAY CHEMICAL WORKS INC.

List of Shareholding of Directors

The company's paid-in capital is NT$1,509,517,000, and the number of issued shares is 150,951,700.
Number of shares held as recorded in the shareholder register until the closing date of this shareholders' meeting (As listed in the table below).

Position	Name	April 26nd, 2026
		Number of shares	Shareholding Ratio %
Chairman	Heng Chung Investment Co., Ltd.
Representative: Jou-Er Ing	19,571,906
0	12.97
0
Director	Li Tai Investment Co., Ltd.
Representative: C.C. Hung	16,212,550
1,438,000	10.74
0.95
Independent Director	Chi-Ying, Tseng	0	0
Independent Director	Lien-Chu, Yeh	0	0
Independent Director	Wen-Kuei, Chi	0	0
Note: Since the Company has more than half of the total number of independent directors and has established an audit committee, there is no applicable rule regarding the number of shares that all directors are legally required to hold.

Annex E:

Explanation for shareholder proposals not included in the agenda:

The Company did not receive any shareholder proposal submissions during the designated proposal acceptance period (March 20 to March 30, 2026)

AI assistant

CCW — AGM Information 2026

51896_rns_2026-05-20_5bf75fd8-17e0-4adb-ae7d-a1574b5f449f.pdf

國泰化工廠股份有限公司

Cathay Chemical Works, Inc.

Table of contents

Cathay Chemical Works Inc.

Cathay Chemical Works, Inc.

I. Report Items

II. Ratification Item

III. Discussion Items

IV. Election matters

V. Other Proposals

VI. Extemporary Motions

VII. Adjournment

II. Ratification Item

III. Discussion Items

Proposal 1

2. Financial status analysis

Appendix 3. Auditor’s Report & Financial Statements

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

Valuation of inventories

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

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Notice to Readers

CATHAY CHEMICAL WORKS INC.

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

CATHAY CHEMICAL WORKS INC.

INDIVIDUAL STATEMENTS OF CASH FLOWS

Appendix 4. Annual Earnings Distribution Statement in 2025

Cathay Chemical Works, Inc.

2025 Annual Earnings Distribution Statement

CATHAY CHEMICAL WORKS, INC.

Procedures for Acquisition or Disposal of Assets

Article 1: Purpose and Legal Basis

Article 2: The scope of assets and the definitions of terms used in this procedure are as follows:

1. Scope of Assets

2. Definitions of Terms

Article 3: Evaluation Procedure

Article 4: Operational Procedure for Asset Acquisition or Disposal

Article 5: Authorization Levels

Article 6: Investment Limit

Article 7: Standards for Public Announcement and Declaration

Article 8: Deadline for Announcement and Reporting

Article 22 Regulations for Acquisition or Disposal of Subsidiary Assets

Article 23 Regarding the Rule on 10% of Total Assets in This Procedure

Article 24 Effective Date

Article 25 This procedure was established on June 11, 2003

CATHAY CHEMICAL WORKS, INC.

Procedures for Acquisition or Disposal of Assets

Article 1 Purpose

Article 2 Scope of Assets

Article 3 Definitions

Article 4 Procedures for Acquisition or Disposal of Assets

Article 5: Engagement of Experts for Opinions

Article 6: Procedures for Handling Related Party Transactions

Article 7: Information Disclosure

(1) Standards for Public Announcement and Reporting:

(2) Items to be Publicly Announced and Reported:

Article 9: Procedures for Handling Mergers, Demergers, Acquisitions, or Share Transfers:

Article 10: Control over the Acquisition or Disposal of Assets by Subsidiaries:

Article 11: Penalties

Article 12: Implementation and Amendment

Article 13: Supplementary Provisions

Article 14: This procedure was established on June 11, 2003

Appendix 8

Details of the Release from Non-Compete Restrictions for New Directors

Annex A:

CATHAY CHEMICAL WORKS, INC.

Article of Association

Chapter 1: General Provisions

Chapter 2: Share

Chapter 3 Shareholders' Meeting

Chapter 4 Board of Directors and Directors

Chapter 5 Audit Committee

Chapter 6 Managers and Employees

Chapter 7 Accounting

CCW AGM Information 2026