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® Chun Yu Works & Co., Ltd. CHUN YU WORKS & CO.,LTD

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Year 2024 shareholders’regular meeting Meeting Agenda Handbook

Venue for the Meeting : No. 169, Xinle St., Gangshan Dist., Kaohsiung City, R.O.C Time scheduled for the meeting : May 30, 2024, at 9:00 a.m. Means: Physical Shareholders’ Meeting

Page number I. One. Procedures for the meeting ...................................................................... 2 II. Agenda for the shareholders' regular meeting ............................................. 3 (I) Reported matters ............................................................................................. 4 (II) Acknowledged matters ................................................................................ 9 (III)Matters for discussion ................................................................................... 9 (Ⅳ) Extempore motions. ..................................................................................... 10 (Ⅴ)Adjournment of the meeting ........................................................................ 10 III. Attachments ..................................................................................................... (I) Table of distribution of profits ....................................................................... 11 (II)Certified public accountants’ Audit Report and Financial Statemen ............. 12 (III)2023 The Policy and Details of the Remuneration of Directors .................. 38 (Ⅳ) Table of Contents Before and After Amendment in Comparison for “Articles of Incorporation” .......................................................................... 40 (V) Table of Contents Before and After Amendment in Comparison for “Procedures for Acquisition or Disposal of Assets” ................................... 41 IV. Appendices ....................................................................................................... (I) Articles of Incorporation .............................................................................. 105 (II)Shareholders’ Meeting Procedure Rules .................................................... 115 (III)Facts of shareholding by directors .............................................................. 128

CHUN YU WORKS ＆ CO., LTD.

Chun Yu Works & Co., Ltd. Procedures for Year 2024 shareholders’ regular meeting

I. Call the meeting to order

II. Opening speech by the chairperson

III. Reported matters

IV. Acknowledged matters

V. Matters for discussion

VI. Extempore motions

VII. Adjournment of the meeting

CHUN YU WORKS ＆ CO., LTD.

Chun Yu Works & Co., Ltd. Agenda for Year 2024 shareholders’ regular meeting

Time scheduled for the meeting ： May 30, 2024, at 9:00 a.m.

Venue for the Meeting ： No. 169, Xinle St., Gangshan Dist., Kaohsiung City, R.O.C Convening method:Physically convened

Procedures for the meeting ：

I. Call the meeting to order
II. Opening speech by the chairperson
III. Reported matters ：
(I) Report on the Operations of 2023
(II) Report on audit committee's review report of 2023
(III) Report on compensation for employees and remuneration for directors of 2023
(IV) Report on the endorsements and guarantees tendered in 2023
(V) Report on the cash dividends for distribution of 2023 profits
(VI) Report on 2023 directors'compensation.
IV. Acknowledged matters ：
(I) To approve 2023 Business Report and Financial Statements
(II) To approve the proposal for distribution of 2023 profits
V. Matters for discussion
(I) Amendments to the Company’s “Articles of Association”.
(II) Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets”.
VI. Extempore motions

VII. Adjournment of the meeting

CHUN YU WORKS ＆ CO., LTD.

Reported matters

I. Report on the Operations of 2023 ：

2023 was the year of high inflation and high interest rate worldwide, to the extent that demand dropped and inventory level stayed high. Customers tended to be conservative in placing their purchase orders, which resulted in undesirable performance for Chun Yu in this year. As such, the Company faced decline in revenue and profit.

Albeit the pressure of high interest rate in 2024, inflation seemed to be kept under control that recovery is at sight. The demand for interest rate cut becomes prevalent. Under the rising price of steel and demand for steel material, inventory level of the customers felt almost to the bottom, which dictated for refilling. The improving economy helps to boost up demand. Chun Yu will continue to strengthen its management capacity and focus on niche products, replace obsolete equipment to remove the bottleneck in production capacity, advocate energy saving and carbon reduction in full effort, development low carbon products, bolster its competitive power and gain a larger share in market.

(I) Performance in production and marketing ：
In the Year 2023 our Company's consolidated operating revenue came to NT$8,460,641,000, a decrease by 23.43% from NT$11,049,641,000 in 2022. In terms of consolidated gross profit, in the Year 2023, it came to NT$1,319,064,000, a decrease by 26.82% as compared with NT$1,802,493,000 in 2022. In addition, the Company's consolidated net profit after tax came to NT$360,678,000 in 2023, a decrease by 45.61% when compared with NT$663,116,000 in 2022.
(II) Implementation of budget ：

Here at the Company, we did not work out a financial forecast for the Year 2023.

CHUN YU WORKS ＆ CO., LTD.

(III)Analyses into the capability in financial revenues and expenditures ：

Expressed in Thousand NT Dollars

Items	Items	Year 2023	Year 2022	Annual increase/decrease rate
Operating revenues		8,460,641	11,049,641	-23.43
Net profit before tax		519,554	881,201	-41.04
Net profit after tax		360,678	663,116	-45.61
The net profit is attributable to：	The Proprietor of the parent company	253,625	537,503	-52.81
	Non-controlled equity	107,053	125,613	-14.78

(IV)Analysis of profitability ：

(IV)Analysis ofprofitability：
Items	Year 2023	Year 2022
Asset return rate (%)	3.70	6.01
Return rate on shareholder’s equity (%)	7.11	13.62
Percentage of net profit before tax to the paid-in capital (%)	17.19	29.16
Net profit rate (%)	4.26	6.00
Earnings per share (EPS) (NT$)	0.91	1.93

CHUN YU WORKS ＆ CO., LTD.

(V) Performance in research & development ：
In fiscal 2023, we spent $62,903 thousand on research and development, mainly to continue to refine technology, develop new products, and research and develop new processes and green materials to cut down the costs of product manufacturing. In addition, we also develop new products to meet the needs of operation in the future to the best of our effort with the use of steel billets from electric furnace for the development of low carbon products. This will help to upgrade our competitive power in market and reduce carbon emission. We will take action to perform our corporate social responsibility.

Chairman ： Chen, Chi-Tai General Manager ： Chang,Hsing-Ya Accounting Head ： Su, Hsien-Ming

CHUN YU WORKS ＆ CO., LTD.

II. Report on audit committee's review report of 2023 ：

Audit Committee Review Report

The Board of Directors have prepared the Business Report, Financial Statements (including consolidated and separate financial statements), and the proposal for the distribution of earnings for the year 2023. The said financial statements have been audited by PwC Taiwan with the issuance of Auditors’ Report. We have reviewed the said Business Report, Financial Statements, and Proposal for the Distribution of Earnings, which are appropriately prepared. We hereby present this report in accordance with the Securities and Exchange Act for your attention.

Chun Yu Works & Co., Ltd.

Convener of Audit Committee ： Chien, Chin-Chen

March 07, 2024

CHUN YU WORKS ＆ CO., LTD.

III. Report on compensation for employees and remuneration for directors of 2023 ：

(I) Descriptions ：
I. The Company duly distributed remuneration to directors and employees in the Year 2023 exactly in accordance with Article 39 of the Articles of Incorporation.
II. In the Year 2023, the remuneration to employees amounted to NT$6,095,000 , accounting for 2% of the profits earned in that year. The remuneration to directors amounted to NT$6,085,000 accounting for 1.99% of the profits earned in that year. The remunerations were granted in cash in all cases.
III. The aforementioned amounts of remunerations to directors and employees show no discrepancy at all from the amounts estimated for that year.

IV. Report on the endorsements and guarantees tendered in 2023 ：

(I) Descriptions ：

All endorsements/guarantees had been granted by the Company purely to meet the business needs and to facilitate finance. The amounts granted for bank loans

aiming at the overseas investments were in the amounts as enumerated below ：

Targets of endorsements/guarantees	Credit lines of endorsements/guarantees	Equivalent amount in New Taiwan Dollars	Amounts substantially disbursed (NTD)
ChunYu (Dong Guan) Metal Products Co., Ltd.	USD 10,000,000	307,050,000	112,723,000
Total	USD 10,000,000	307,050,000	112,723,000

V. Report on the cash dividends for distribution of 2023 profits ：

(I) Descriptions ：

The Table for Distribution of Earnings for the Year 2023 had been duly passed by the Board of Directors with its resolution. Please refer to the present Handbook on Attachment I for details.
Board of Directors resolved no dividend distribution for the first half year of 2023 on November 9, 2023.
The cash dividends NT$274,968,057 for the second half of 2023 (With NT$0.91 distributed per share). The cash dividend was already duly passed in the Board of Directors in the meeting convened on March 07, 2024.

VI. Report on 2023 directors' compensation.

(I) Descriptions ： Please refer to Attachment Ⅲ of the meeting agenda

for the Company’s 2023 directors’ remuneration policy and details.

CHUN YU WORKS ＆ CO., LTD.

Acknowledged matters

Motion No. I （ Proposed by the Board of Directors ）

Subject ： The 2023 Business Report and Financial Statements

Descriptions ：

The Company's financial statement of the Year 2023 had been duly audited by Certified Public Accountants Tien, Chung-Yu and Hsu, Huei-Yu of PWC Taiwan. For the Certified Public Accountants’ audit report and the said financial statement, please refer to the present Handbook on Attachment II.
The aforementioned documents along with the Company's business reports were duly passed by the Board of Directors through its resolution on March 07, 2024 for which the Audit Committee further issued the Audit Report.
Your acknowledgment shall be very much appreciated. Decision resolved ：

Motion No. II （ Proposed by the Board of Directors ）

Subject ： The proposal for distribution of 2023 profits.

Descriptions ：

The Table for Distribution of Earnings for the Year 2023 had been duly resolved by the Board of Directors. Please refer to the present Handbook on Attachment I.
Your acknowledgment shall be very much appreciated. Decision resolved ：

Matters for discussion

Motion No. I （ Proposed by the Board of Directors ）

Subject ： Amendment to the Company's “Articles of Incorporation” partial. Descriptions ：

To meet the needs of the Company's future operational development, it is proposed that the “Articles of Incorporation” be partially amended.
For the Table of Contents Before and After Amendment in Comparison of “Articles of Incorporation” please refer to the present Handbook on Attachment IV.
Please duly discuss into a decision as appropriate. Decision resolved:
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CHUN YU WORKS ＆ CO., LTD.

Motion No. II （ Proposed by the Board of Directors ）

Subject ： Amendment to the Company's “Procedures for Acquisition or Disposal of Assets” partial.

Descriptions ：

In coordination with the requirements by law and meet the needs of the Company's future operational development, it is proposed that the “Procedures for Acquisition or Disposal of Assets” be partially amended.
For the Table of Contents Before and After Amendment in Comparison of “Procedures for Acquisition or Disposal of Assets”, please refer to the present Handbook on Attachment V
Please duly discuss into a decision as appropriate.
Decision resolved:

Extempore motions

Adjournment of the meeting

10 -

CHUN YU WORKS ＆ CO., LTD.

Attachment I

Chun Yu Works & Co., Ltd. Table of distribution of profits in Year 2023 Unappropriated retained earnings at beginning of the term Add：The actuarial gains and losses of the determined welfare benefit plan for the current period are included in the retained surplus (A) Add：The actuarial gains and losses of Financial assets at fair value through other comprehensive income are included in the retained surplus (B) Post-adjustment unappropriated retained earnings Add：Net profit after tax of Year 2023 (C) Less：Legal reserve duly amortized ((A+B+C)*10%) Earnings distributable this term Items of distribution Dividends paid to shareholders – Cash dividends (0.91/share) (The second half of 2023) Sub-total Unappropriated retained earnings at end of the term	Expressed in NTD 317,075,212 5,665,512 73,130,185
	395,870,909 253,625,004 (33,242,070)
	616,253,843 (274,968,057)
	(274,968,057)
	341,285,786

Note:

1.Cash dividends allocated and cash distributed are rounded to the whole number by unconditionally rounding off decimal digits. Any amount of less than NT$1 will be allocated to other incomes of chunyu.
2.The board of directors is authorized to handle relevant matters if the number of outstanding shares is so impacted that the dividend allocation ratio changes due to any shares purchased back or cancelled, debentures converted

Chairman ： Chen, Chi-Tai General Manager ： Chang, Hsing-Ya Accounting Head ： Su, Hsien-Ming

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CHUN YU WORKS ＆ CO., LTD.

Attachment II

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Based on our audits and reports of other auditors,

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CHUN YU WORKS ＆ CO., LTD.

Group s 2023

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

$
$
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`$` `2,552,936` `3,177` `298,027` `324,961` `1,496,591` `20,269` `1,164` `3,355,582` `80,928` `8,967` `8,142,602` `127,050` `681,311` `-` `2,879,339` `123,068` `7,747` `168,233` `11,959` `24,763` `-` `2,264` `4,025,734` `$` `12,168,336`	`21` `-` `2` `3` `12` `-` `-` `28` `1` `-` `67` `1` `6` `-` `24` `1` `-` `1` `-` `-` `-` `-` `33` `100`	`$` `2,436,550` `50,411` `-` `420,299` `1,665,188` `6,889` `2,623` `3,997,588` `116,626` `11,775` `8,707,949` `-` `439,249` `44,100` `3,055,795` `137,409` `7,343` `164,086` `23,088` `21,957` `3,317` `6,780` `3,903,124` `$` `12,611,073`	`19` `1` `-` `3` `13` `-` `-` `32` `1` `-`
			`69`
			`-` `4` `1` `24` `1` `-` `1` `-` `-` `-` `-`
			`31` `100`

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	`$`	`478,186`	`4`	`$`	`780,846`	`6`
		`481,924`	`4`		`470,653`	`4`
		`438`	`-`		`388`	`-`
		`494,133`	`4`		`558,651`	`5`
		`378,577`	`3`		`440,435`	`4`
		`40,973`	`-`		`45,169`	`-`
		`6,401`	`-`		`6,265`	`-`
		`13,114`	`-`		`24,728`	`-`
		`6,583`	`-`		`16,121`	`-`
		`1,900,329`	`15`		`2,343,256`	`19`
		`4,578,558`	`38`		`4,563,605`	`36`
		`23,123`	`-`		`22,915`	`-`
		`457,693`	`4`		`467,513`	`4`
		`30,310`	`-`		`27,534`	`-`
		`98,780`	`1`		`116,863`	`1`
		`457`	`-`		`457`	`-`
		`5,188,921`	`43`		`5,198,887`	`41`
		`7,089,250`	`58`		`7,542,143`	`60`
		`3,021,627`	`25`		`3,021,627`	`24`
		`501,353`	`4`		`477,923`	`4`
		`336,485`	`3`		`302,397`	`2`
		`430,610`	`4`		`430,610`	`3`
		`649,496`	`5`		`653,326`	`5`
`(`		`394,640 ) (`	`4 ) (`		`331,076) (`	`2)`
`(`		`267,195 ) (`	`2 ) (`		`267,195) (`	`2)`
		`4,277,736`	`35`		`4,287,612`	`34`
		`801,350`	`7`		`781,318`	`6`
		`5,079,086`	`42`		`5,068,930`	`40`
	`$`	`12,168,336`	`100`	`$`	`12,611,073`	`100`

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

$ 8,460,641 100 $ 11,049,641 100
( 7,141,577 )( 85) ( 9,247,148)( 84)
1,319,064 15 1,802,493 16
( 289,537 )( 3)( 357,854)( 3)
( 506,152 )( 6)( 516,002)( 5)
( 62,903 )( 1)( 66,419) -
( 4,184 ) - 1,521 -
( 862,776 )( 10) ( 938,754)( 8)
456,288 5 863,739 8
36,475 1 15,975 -
32,300 - 42,635 -
115,955 1 80,383 1
( 121,464 )( 1) ( 121,531)( 1)
63,266 1 17,462 -
519,554 6 881,201 8
( 158,876 )( 2) ( 218,085)( 2)
$ 360,678 4 $ 663,116 6
----- End of picture text -----

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`$` `6,755` `38,056` `(` `1,279 )` `(` `35,166 )` `2,165` `$` `10,531` `$` `371,209` `$` `253,625` `107,053` `$` `360,678` `$` `268,857` `102,352` `$` `371,209` `$`	`-` `$` `42,634` `-` `- (` `89,882)(` `1)` `- (` `8,476)` `-` `-` `58,903` `1` `- (` `2,846)` `-` `-` `$` `333` `-` `4` `$` `663,449` `6` `3` `$` `537,503` `5` `1` `125,613` `1` `4` `$` `663,116` `6` `3` `$` `527,170` `5` `1` `136,279` `1` `4` `$` `663,449` `6` `0.91` `$` `1.93` `0.82` `$` `1.81`
`$`

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	`519,554`			`881,201`
`(`	`92,665`	`)`		`18,258`
	`4,184`		`(`	`1,521`	`)`
`(`	`771`	`)`		`42,381`
	`291,916`			`281,744`
`(`	`587`	`)`		`2,045`
	`-`			`182`
	`3,470`			`3,784`
`(`	`36,475`	`)`	`(`	`15,975`	`)`
`(`	`7,688`	`)`	`(`	`17,827`	`)`
	`121,464`			`121,531`
	`48,849`		`(`	`13,816`	`)`
	`95,453`			`1,338`
	`165,936`			`629,766`
`(`	`13,380`	`)`		`23,562`
	`626,782`			`418,843`
	`35,698`			`51,555`
	`3,317`			`11,905`
	`11,271`			`63,310`
	`50`		`(`	`2,899`	`)`
`(`	`64,518`	`)`	`(`	`471,586`	`)`
`(`	`70,206`	`)`	`(`	`126,161`	`)`
	`136`		`(`	`2,010`	`)`
`(`	`11,328`	`)`	`(`	`10,728`	`)`
	`1,630,462`			`1,888,882`
	`36,475`			`15,975`
	`7,688`			`17,827`
`(`	`104,463`	`)`	`(`	`109,360`	`)`
`(`	`174,694`	`)`	`(`	`199,723`	`)`
	`1,395,468`			`1,613,601`

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`($`	`($`	`298,027`	`)`		`$`	`-`
`(`		`36,000`	`)`			`-`
		`2,808`		`(`		`10,349`	`)`
`(`		`290,398`	`)`	`(`		`1,059`	`)`
		`86,392`				`100,773`
		`44,100`				`42,815`
`(`		`54,153`	`)`	`(`		`181,852`	`)`
		`1,393`				`3,899`
`(`		`3,911`	`)`	`(`		`2,926`	`)`
`(`		`2,607`	`)`	`(`		`25,651`	`)`
`(`		`2,806`	`)`	`(`		`3,374`	`)`
		`-`				`7,361`
		`4,516`				`1,807`
`(`		`548,693`	`)`	`(`		`68,556`	`)`
`(`		`302,660`	`)`	`(`		`861,525`	`)`
`(`		`26,829`	`)`	`(`		`25,026`	`)`
		`-`				`1,775,874`
		`8,500`				`27,207`
`(`		`17,830`	`)`	`(`		`612,997`	`)`
`(`		`278,733`	`)`	`(`		`404,825`	`)`
`(`		`82,320`	`)`	`(`		`79,395`	`)`
`(`		`699,872`	`)`	`(`		`180,687`	`)`
`(`		`30,517`	`)`			`45,955`
		`116,386`				`1,410,313`
		`2,436,550`				`1,026,237`
	`$`	`2,552,936`			`$`	`2,436,550`

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$
$
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`$` `1,723,953` `2,992` `130,000` `40,823` `469,504` `119,770` `11,030` `17,588` `1,316,650` `22,499` `3,854,809` `127,050` `453,478` `3,309,541` `1,756,109` `71` `20,957` `1,860` `121,922` `6,475` `11,202` `681` `5,809,346` `$` `9,664,155`	`19` `-` `1` `-` `5` `1` `-` `-` `14` `-` `40` `1` `5` `35` `18` `-` `-` `-` `1` `-` `-` `-` `60` `100`	`$` `1,852,311` `50,253` `-` `50,634` `589,249` `55,625` `2,043` `12,069` `1,713,135` `32,277` `4,357,596` `-` `242,851` `3,175,750` `1,818,677` `285` `21,800` `2,057` `118,605` `7,371` `8,904` `681` `5,396,981` `$` `9,754,577`	`19` `-` `-` `1` `6` `1` `-` `-` `18` `-`
			`45`
			`-` `2` `33` `19` `-` `-` `-` `1` `-` `-` `-`
			`55` `100`

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	`$`	`143,062`	`2`	`$`	`180,225`	`2`
		`16,183`	`-`		`15,318`	`-`
		`111,675`	`1`		`114,635`	`1`
		`14,678`	`-`		`16,098`	`-`
		`170,086`	`2`		`215,875`	`3`
		`12,832`	`-`		`6,377`	`-`
		`54`	`-`		`215`	`-`
		`468,570`	`5`		`548,743`	`6`
		`4,578,558`	`47`		`4,563,605`	`47`
		`331,839`	`4`		`326,801`	`3`
		`-`	`-`		`54`	`-`
		`6,995`	`-`		`27,305`	`-`
		`457`	`-`		`457`	`-`
		`4,917,849`	`51`		`4,918,222`	`50`
		`5,386,419`	`56`		`5,466,965`	`56`
		`3,021,627`	`31`		`3,021,627`	`31`
		`501,353`	`5`		`477,923`	`5`
		`336,485`	`4`		`302,397`	`3`
		`430,610`	`4`		`430,610`	`5`
		`649,496`	`7`		`653,326`	`7`
`(`		`394,640 ) (`	`4 ) (`		`331,076) (`	`4)`
`(`		`267,195 ) (`	`3 ) (`		`267,195) (`	`3)`
		`4,277,736`	`44`		`4,287,612`	`44`
	`$`	`9,664,155`	`100`	`$`	`9,754,577`	`100`

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CHUN YU WORKS ＆ CO., LTD.

==> picture [275 x 581] intentionally omitted <==

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

$ 3,381,977 100 $ 5,478,958 100
( 3,206,905) ( 95 ) ( 4,917,013) ( 90)
175,072 5 561,945 10
( 87,088) ( 3 ) ( 152,523) ( 3)
( 144,224) ( 4 ) ( 141,257) ( 2)
( 6,708) - ( 9,424) -
( 3,860) - 547 -
( 241,880) ( 7 ) ( 302,657) ( 5)
( 66,808) ( 2 ) 259,288 5
24,791 1 4,974 -
29,737 1 41,719 1
117,939 4 74,840 1
( 89,836) ( 3 ) ( 82,024) ( 1)
276,269 8 328,529 6
358,900 11 368,038 7
292,092 9 627,326 12
( 38,467) ( 1 ) ( 89,823) ( 2)
$ 253,625 8 $ 537,503 10
$ 7,092 - $ 22,532 1
6,756 - ( 33,460) ( 1)
31,292 1 ( 46,529) ( 1)
( 1,418) - ( 4,506) -
( 28,816) ( 1 ) 51,957 1
326 - ( 327) -
$ 15,232 - ($ 10,333) -
$ 268,857 8 $ 527,170 10
$ 0.91 $ 1.93
$ 0.82 $ 1.81
----- End of picture text -----

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==> picture [48 x 41] intentionally omitted <==

==> picture [40 x 37] intentionally omitted <==

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CHUN YU WORKS ＆ CO., LTD. - 35 -

==> picture [130 x 776] intentionally omitted <==

CHUN YU WORKS ＆ CO., LTD.

	`292,092`			`627,326`
`(`	`92,637`	`)`		`14,920`
	`3,860`		`(`	`547`	`)`
`(`	`3,905`	`)`		`14,906`
`(`	`276,269`	`)`	`(`	`328,529`	`)`
	`108,320`			`113,079`
`(`	`338`	`)`		`2,735`
	`-`			`32`
	`1,097`			`1,149`
`(`	`24,791`	`)`	`(`	`4,974`	`)`
`(`	`3,008`	`)`	`(`	`15,645`	`)`
	`89,836`			`82,024`
	`48,848`		`(`	`10,466`	`)`
	`9,811`			`53,322`
	`115,885`			`509,983`
`(`	`64,145`	`)`		`113,682`
`(`	`8,987`	`)`		`23,743`
`(`	`5,519`	`)`	`(`	`3,518`	`)`
	`400,390`			`652,731`
	`9,778`			`1,474`
	`865`			`4,532`
`(`	`2,960`	`)`	`(`	`345,634`	`)`
`(`	`1,420`	`)`		`4,432`
`(`	`52,292`	`)`	`(`	`83,928`	`)`
`(`	`13,218`	`)`	`(`	`6,029`	`)`
	`531,293`			`1,420,800`
	`24,791`			`4,974`
	`171,392`			`255,448`
`(`	`74,727`	`)`	`(`	`71,292`	`)`
`(`	`31,383`	`)`	`(`	`18,070`	`)`
	`621,366`			`1,591,860`

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CHUN YU WORKS ＆ CO., LTD.

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==> picture [244 x 264] intentionally omitted <==

==> picture [243 x 145] intentionally omitted <==

`($`	`($`	`130,000`	`)`		`$`	`-`
`(`		`36,000`	`)`			`-`
`(`		`290,263`	`)`			`-`
		`86,392`				`100,773`
`(`		`35,921`	`)`	`(`		`74,946`	`)`
		`984`				`2,000`
`(`		`900`	`)`	`(`		`475`	`)`
`(`		`2,177`	`)`	`(`		`14,409`	`)`
`(`		`2,298`	`)`	`(`		`2,347`	`)`
		`-`				`7,361`
`(`		`410,183`	`)`			`17,957`
`(`		`37,163`	`)`	`(`		`752,324`	`)`
`(`		`215`	`)`	`(`		`433`	`)`
		`-`				`1,775,874`
		`-`		`(`		`590,000`	`)`
`(`		`302,163`	`)`	`(`		`438,855`	`)`
`(`		`339,541`	`)`	`(`		`5,738`	`)`
`(`		`128,358`	`)`			`1,604,079`
		`1,852,311`				`248,232`
	`$`	`1,723,953`			`$`	`1,852,311`

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CHUN YU WORKS ＆ CO., LTD.

CHUN	YU	WORKS＆CO., LTD.	WORKS＆CO., LTD.	WORKS＆CO., LTD.
2023 The Policy and Details of the Remuneration of Directors The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with risks and business performance: (1) According to the Company's Articles of Incorporation, the directors of the Company are entitled to travel expenses, regardless of the Company's profit or loss. The remuneration is based on their actual participation in the Company's operations and the value of their contributions, and with reference to industry standards. The Board of Directors is authorized to determine the remuneration. (2) If the Company makes a profit in a year, the Company shall allocate no more than 2% of the profit for the year as as directors' remuneration.		Remune ration from re-invest ed business es other than subsidiar ie			Nil	Nil	Nil
		The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit (%)	All companies in the consolidated financial statements		4.80	2.98	2.62
			The Company		3.26	1.71	1.96
	Remuneration from other jobs	Employee remuneration (G) (Note )	All companies in the consolidated financial statements	Stock	-	-	-
				Cash	169	169	-
			The Company	Stock	-	-	-
				Cash	169	169	-
		Retirement pension (F)	All companies in the consolidate d financial statements		-	-	-
			The Company		-	-	-
		Remuneration, bonus and special fees (E)	All companies in the consolidate d financial statements		7,880	4,233	3,416
			The Company		5,700	2,736	3,416
	he sum of	A, B, C and D as a percentage of after-tax net profit (%)	All companies in the consolidated financial statements		1.62	1.25	1.27
			The Company		0.95	0.57	0.61
	Director remuneration	Business execution expenses (D)	All companies in the consolidated financial statements		1,663	1,663	1,626
			The Company		690	690	690
		Director remuneration (C)	All companies in the consolidated financial statements		1,758	1,251	1,251
			The Company		1,014	507	507
		Retirement pension (B)	All companies in the consolidated financial statements		-	-	-
			The Company		-	-	-
		Remuneration (A)	All companies in the consolidated financial statements		698	246	349
			The Company		698	246	349
		Name			Bai Jia Yuan Investment Co., Ltd. Representative� Chen, Chi-Tai	Bai Jia Yuan Investment Co., Ltd. Representative� Wong, Chung-Chun	Taiwan Steel Group United Co., Ltd. Representative� Lin, Huei-Jeng
		Title			Chairman	Vice Chairman	Director

~~- 38 -~~

CHUN YU WORKS ＆ CO., LTD.

					CH	UN	YU WORKS	＆CO., LT	D.
	Remune ration from re-invest ed business es other than subsidiar ie			Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	(Note)For the proposal of 2023 earnings distribution, the proposed allotment of shares for the remuneration of directors and employee compensation has been approved by the Board of Directors before the shareholders’ meeting
	The sum of A, B, C, D, E, F and G as a percentage of after-tax net profit (%)	All companies in the consolidated financial statements		0.56	0.33	0.80	0.47	0.47	0.56	0.54	0.49
		The Company		0.54	0.47	0.58	0.47	0.47	0.56	0.54	0.49
Remuneration from other jobs	Employee remuneration (G) (Note )	All companies in the consolidated financial statements	Stock	-	-	-	-	-	-	-	-
			Cash	-	-	-	-	-	-	-	-
		The Company	Stock	-	-	-	-	-	-	-	-
			Cash	-	-	-	-	-	-	-	-
	Retirement pension (F)	All companies in the consolidate d financial statements		-	-	-	-	-	-	-	-
		The Company		-	-	-	-	-	-	-	-
	Remuneration, bonus and special fees (E)	All companies in the consolidate d financial statements		-	-	-	-	-	-	-	-
		The Company		-	-	-	-	-	-	-	-
he sum of	A, B, C and D as a percentage of after-tax net profit (%)	All companies in the consolidated financial statements		0.56	0.33	0.80	0.47	0.47	0.56	0.54	0.49
		The Company		0.54	0.47	0.58	0.47	0.47	0.56	0.54	0.49
Director remuneration	Business execution expenses (D)	All companies in the consolidated financial statements		755	690	1,245	690	690	905	855	735
		The Company		690	690	690	690	690	905	855	735
	Director remuneration (C)	All companies in the consolidated financial statements		507	507	507	507	507	507	507	507
		The Company		507	507	507	507	507	507	507	507
	Retirement pension (B)	All companies in the consolidated financial statements		-	-	-	-	-	-	-	-
		The Company		-	-	-	-	-	-	-	-
	Remuneration (A)	All companies in the consolidated financial statements		166	-	285	-	-	-	-	-
		The Company		166	-	285	-	-	-	-	-
	Name			Taiwan Steel Group United Co., Ltd. Representative� Wang, Chiung-Fen	Taiwan Steel Group United Co., Ltd. Representative� Yan, Cing-Li	Lee, Shih-Ho	Bai Jia Yuan Investment Co., Ltd. Representative� Wu, Yi-Ching	Bai Jia Yuan Investment Co., Ltd. Representative� Wu, Mei-Huei	Chien, Chin-Chen	Fang, Chen-Ming	Lee, Chin-Chang
	Title			Director	Director	Director	Director	Director	Independent Director	Independent Director	Independent Director

~~- 39 -~~

CHUN YU WORKS ＆ CO., LTD.

Attachmen Ⅳ

Chun Yu Works & Co., Ltd.

Table of Contents Before and After Amendment in Comparison for “Articles of Incorporation ”

Contents of articles	Before amendment		After amendment	Descriptions
Article 39	The Company shall appropriate no less than 2% of its earnings of the year, where applicable, as remuneration to the employees, followed by the appropriation of 2% as remunerations to the Directors. However, the Company shall appropriate for covering the loss carried forward,where applicable.		If the Company makes a profit in a year, the Company shall allocate no less than 2% of the profit for the year as employee's remuneration, and may set asideno more than2% as directors' remuneration. However, if the Company still has accumulated losses, it should first reserve an amount to offset losses.	Revise the specification according to practice
Article 43	Amended for the 43rdinstance on 2022/06/22		Amended for the 43rdinstance on 2022/06/22. Amended for the 44rdinstance on 2024/05/30.	Add revision date

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CHUN YU WORKS ＆ CO., LTD.

Attachmen Ⅴ

Chun Yu Works & Co., Ltd. Table of Contents Before and After Amendment in Comparison of “Regulations Governing the Acquisition and Disposal of Assets”

Contents of articles	Before amendment	After amendment	Descriptions
	Chapter I General Principles	Chapter I General Principles
Article 1	Purpose and legal references This procedure was instituted in accordance with Article 36-1 of the Securities and Exchange Act and related requirements of the competent authority for strengthening asset management and enhancing information transparency. All related maters shall be governed by this procedure.	This Procedure was instituted in accordance with Article 36-1 of the Securities and Exchange Act (hereinafter, this law) for strengthening asset management and pursuing information transparency.	Amended word
Article 2	The term "assets" as used in these Regulations includes the following: (一) Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. (二)Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. (三)Memberships. (四)Patents, copyrights, trademarks, franchise rights, and other intangible assets. (五)Right-of-use assets. (六)Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). (七)Derivatives.：Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or	The company shall handle the acquisition or disposal of assets in compliance with these Regulations; provided, where financial laws or regulations provide otherwise, such provisions shall govern.	The content of the previous version was amended as Article 3.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. (八)Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.. (九)Other major assets.
Article 3	Appraisal procedure: (一)In acquiring or disposing long or short-term securities, or engaging in derivative trade by the Company, financial department of the Company shall conduct analysis of the benefits and assess possible risks thereof. In acquiring or disposing real property, respective functional departments shall prepare the capital expenditure plan in advance and proceed to analysis of the purpose, expected benefits and feasibility of the acquisition or disposal of asset. In acquiring real property from related parties, proceed with Chapter II of this Procedure for assessing the reasonableness of the terms and conditions of the transaction.	The term"assets"as used in these Regulations includes the following: 一、 Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depository receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 二、 Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment. 三、 Memberships. 四、 Patents, copyrights, trademarks, franchise rights, and other intangible assets. 五、 Right-of-use assets. 六、 Claims of financial institutions	The content of the previous version was amended and incorporated into Article 5, Article 7, Article 9, Article 10, Article 11, Article 13, and Article 23.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆C	O., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
	(二)Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 一、May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 二、May not be a related party or de facto related party of any party to the transaction. 三、If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions: 一、Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.	(including receivables, bills purchased and discounted, loans, and overdue receivables). 七、 Derivatives. 八、 Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 九、Other major assets.

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	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	二、When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 三、They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 四、They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations. (三)The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). (四)The company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. (五)In the acquisition or disposal of property, equipment of right-of-user assets accounting for 20% of the paid-in capital or more than NT$300 million, it is necessary to retain an impartial professional appraiser to issue an appraisal report and proceed with the asset appraisal procedure of this Procedure. (Note: the calculation of the amount of transactions as specified in the previous 3 paragraphs shall be governed by Paragraph 1 - 2 under Article 5. One year as referred to shall be the period of 1 year from the day of the transaction retroactively. The portion already covered by the appraisal report issued by a professional appraiser as mentioned in this Procedure or with the opinions of certified public accountants could be exempted from the calculation.) (六) In proceeding to mergers, demergers, acquisition or acceptance of assigned shares, the Company shall retain certified public accountants, lawyers, or securities

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	underwriter to express opinions on the reasonableness of the ratio of share swap, acquisition price, or the cash or other assets distributed to shareholders, and present to the Board for discussion and resolution before the Board convenes to make decision. (七)The Company shall determine the price and consult related pricing reference for the acquisition or disposal of assets in accordance with the following further to the consultation with the professional appraisal price, and the opinions from certified public accountants and other experts: 1. In the acquisition or disposal of securities already traded at the exchanges or OTC markets, decision shall be made on the basis of the stock price or bond price at the time of trade. 2. In the acquisition or disposal of securities not traded at the exchange or OTC market, consider the net value per share, technical quality and profitability, potential for development in the future, market interest rate, coupon rate of bonds and the credit standing of the debtors, and also also the most recent transaction price before making decision. 3. In the acquisition or disposal of membership card, consider possible benefit and also the most recent transaction price before making decision, In the acquisition or disposal of patents, copyrights, trademarks, franchised right and other intangible assets, consult international or market practice, life span of the assets and the influence on

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	the technological know-how and business before making decision. 4. In the acquisition or disposal of real property and other fixed assets, consult the announced present value, appraised price, the transaction price or book value of real property recently traded in the same neighborhood, and the quotation of the suppliers before making decision. For buying real property from a related party, calculate the price under the method stated in Chapter II of this Procedure for assessing if the transaction price is justifiable. 5. In the engagement of derivative trade, consult the trading condition of the futures market, exchange rate and interest rate trends. 6. In corporate mergers, demergers, acquisition or acceptance of assigned shares, consider the nature of the business, net value per share, asset value, technical quality and profitability, production capacity, and the potential for future growth. 7. The company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
Article 4	Operation procedure (一)Authorization amount and gate approval limit 1. Securities: the President is authorized to conduct trade within the limit granted under Article 7 of this Procedure. If announcement and declaration is necessary as stated in Article 5, report to	Terms used in these Regulations are defined as follows: 一、 Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit	The content of the previous version was amended and incorporated into Article 7, Article 15, Article 22, and Article 23.
		一、

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆C	O., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
	the Chairman on the next day for record, and to the nearest session of the Board for ratification. For the acquisition or disposal of stocks, corporate bonds, not traded at the exchange or OTC market, or securities offered through private placement, the resolution of the Board for approval beforehand is necessary. For investment in Mainland China, the prior authorization of the Board before transaction is necessary with reporting to the Investment Commission of the Ministry of Economic Affairs for approval before proceeding to invest shall be necessary. 2.Derivative commodity transactions: Shall be conducted in accordance with the authorized limit, tier level and procedures specified in Chapter 3 of these Procedures. 3.Acquisition of real estate from related parties: The relevant materials shall be prepared in accordance with Chapter 2 of these Procedures, submitted to the Audit Committee for approval, and shall be approved by the Board of Directors before proceeding. 4.Mergers, spin-offs, acquisitions, or share transfers: The relevant procedures and relevant materials shall be prepared in accordance with Chapter 4 of these Procedures. Mergers, spin-offs, and acquisitions must be approved by the shareholders' meeting. However, this does not apply to circumstances where a resolution may be waived at a shareholders' meeting under other laws and regulations.	rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts"does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts. 二、 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter"transfer of shares") under Article 156-3 of the Company Act. 三、 .Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 四、 Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment. 五、 Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction,

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CHUN YU WORKS ＆ CO., LTD.

Contents Before amendment After amendment Descriptions of articles The transfer of shares shall whichever date is earlier; be subject to the approval of provided, for investment for the board of directors. which approval of the 5.Others: Shall be handled in competent authority is required, accordance with the internal the earlier of the above date or control system and the the date of receipt of approval operating procedures by the competent authority stipulated by the approval shall apply. authority. If the transaction 六、 Mainland China area amount reaches the standard investment: Refers to for public announcement and investments in the mainland declaration under Article 5, it China area approved by the shall be first approved by the Ministry of Economic Affairs board resolution, with Investment Commission or exception to the acquisition conducted in accordance with or disposal of machinery and the provisions of the equipment for business use. Regulations Governing If there are any Permission for Investment or circumstances specified in Technical Cooperation in the Article 185 of the Company Mainland Area. Act, they shall be approved 七、 Investment professional: Refers by the shareholders' meeting to financial holding companies, first. banks, insurance companies, ( 二 ) Executor and transaction process bill finance companies, trust In acquiring or disposing enterprises, securities firms relevant assets, relevant users of operating proprietary trading or assets and authorities of the underwriting business, futures Company shall proceed with commission merchants related internal operation operating proprietary trading procedure, internal control business, securities investment system, and the level of trust enterprises, securities authority along the line of gate investment consulting approval in making decision of enterprises, and fund entering into agreement, management companies, that collection and payment of fund, are lawfully incorporated and delivery and acceptance. are regulated by the competent financial authorities of the jurisdiction where they are located. 八、 Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located. 九、 Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆C	O., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
			for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange;"foreign OTC venue"refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.
Article 5	Under any of the following circumstances: (一)The company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: 1.Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2.Merger, demerger, acquisition, or transfer of shares. 3.Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the	1.Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements: 一、May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 二、May not be a related party or de facto related party of any party to the transaction. 三、If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be		The content of the previous version was amended and incorporated into Article 31.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	, LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	company. 4.Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria: (1)For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more. (2)For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. 5.Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 6.Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (1)Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	(2) Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange. (3)Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The amount of transactions above shall be calculated as follows: 1.The amount of any individual transaction. 2.The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year. 3.The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. 4.The cumulative transaction amount of acquisitions and disposals

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	(cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. (二)The company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. (三)The company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. (四)If transactions have been announced and declared under (一), announcement and declaration shall also be made at the designated website of the competent authority within 2 days after the occurrence of the incidents if any of the following occurs: 1.Change, termination, or rescission of a contract signed in regard to the original transaction. 2.The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	3.Change to the originally publicly announced and reported information.
		Chapter II Disposition Procedures Section I Establishment of Disposition Procedures
Article 6	In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (一)Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (二) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (三)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be	1.The company shall establish its procedures for the acquisition or disposal of assets in accordance with the provisions of these Regulations. After the procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders'meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. 2.The position of independent director has been created in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3.Audit committee has been established in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by one-half or more of all audit committee members and submitted to the board of directors for a resolution. 4.If approval of one-half or more of all audit committee members as	The content of the previous version was amended and incorporated into Article 9 and Article 13.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1.The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. 2.The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (四)No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.	required in the preceding paragraph
		is not obtained, the procedures may

Article 7	The Company and its subsidiaries may invest in non-business use property and securities further to the acquisition of business-use assets in accordance with the limits specified below: (一) The total investment in non-business use property shall not ecceed 50% of the separate financial statements of the Company and the Subsidiaries covering the most recent period. (二) The total investment in securities shall not exceed the net worth of the Company stated in the financial statement covering the most recent period. As for the subsidiaries, the total investment shall not exceed the value of the paid-in capital.The acquisition of domestic bond funds or money market instruments like commercial papers, bank acceptance for	1. Amount and level of authorization 一、Marketable securities: Those with an amount up to NTD 20 million (inclusive) shall be approved by the President; those with an amount up to NTD 300 million (inclusive) shall be approved by the Chairman; those with an amount over NTD 300 million, shall be approved by the Audit Committee and subsequently submitted to the Board of Directors for approval. 二、In the acquisition or disposal of real property, right-of-use assets or equipment, proceed with the regulations of the Company governing gate approval authority. 三、Derivative commodity transactions: Shall be conducted in accordance with	Amendment to make it relevant with practice

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CHUN YU WORKS ＆ CO., LTD.

		CHUN YU WO	K	., LTD.
Contents of articles		Before amendment		After amendment	Descriptions
	(三)	financial purpose can be exempted from this rule. The investment in individual securities shall not exceed 80% of the net worth of the Company as stated in the financial statement covering the most recent period, and shall not exceed the value of paid-in capital in the case of the subsidiaries.	the authorized limit, tier level and procedures specified in Section 4 of these Procedures. 四、Acquisition of real estate from related parties: The relevant materials shall be prepared in accordance with Section 3 of these Procedures, submitted to the Audit Committee for approval, and shall be approved by the Board of Directors before proceeding 五、Mergers, spin-offs, acquisitions, or share transfers: The relevant procedures and relevant materials shall be prepared in accordance with Chapter 4 of these Procedures. Mergers, spin-offs, and acquisitions must be approved by the shareholders'meeting. However, this does not apply to circumstances where a resolution may be waived at a shareholders'meeting under other laws and regulations. The transfer of shares shall be subject to the approval of the board of directors. 六、Others: Shall be handled in accordance with the internal control system and the operating procedures stipulated by the approval authority. If the transaction amount reaches the standard for public announcement and declaration under Article 31, it shall be first approved by the board resolution, with exception to the acquisition or disposal of machinery and equipment for business use. If there are any circumstances specified in Article 185 of the Company Act, they shall be approved by the shareholders' meeting first. 2. Executor and transaction process 一、In acquiring or disposing long

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS	., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
		or short-term securities, or engaging in derivative trade by the Company, financial department of the Company shall conduct analysis of the benefits and assess possible risks thereof. In acquiring or disposal real property, right-of-use assets, equipment and other assets, respective functional departments shall prepare the capital expenditure plan in advance and proceed to analysis of the purpose, expected benefits and feasibility of the acquisition or disposal of asset. In acquiring real property from related parties, proceed with III of this Procedure for assessing the reasonableness of the terms and conditions of the transaction. 二、In acquiring or disposing relevant assets, relevant users of assets and authorities of the Company shall proceed with related internal operation procedure, internal control system, and the level of authority along the line of gate approval specified in preceding paragraphs in making decision of entering into agreement, collection and payment of fund, delivery and acceptance. 3.The Company shall determine the price and consult related pricing reference for the acquisition or disposal of assets in accordance with the following further to the consultation with the professional appraisal price, and the opinions from certified public accountants and other experts: 一、In the acquisition or disposal of securities already traded at the exchanges or OTC markets, decision shall be made on the

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	＆C	O., LTD.
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		basis of the stock price or bond price at the time of trade. 二、In the acquisition or disposal of securities not traded at the exchange or OTC market, consider the net value per share, technical quality and profitability, potential for development in the future, market interest rate, coupon rate of bonds and the credit standing of the debtors, and also also the most recent transaction price before making decision. 三、In the acquisition or disposal of membership card, consider possible benefit and also the most recent transaction price before making decision, In the acquisition or disposal of patents, copyrights, trademarks, franchised right and other intangible assets, consult international or market practice, life span of the assets and the influence on the technological know-how and business before making decision. 四、In the acquisition or disposal of real property and other fixed assets, consult the announced present value, appraised price, the transaction price or book value of real property recently traded in the same neighborhood, and the quotation of the suppliers before making decision. For buying real property from a related party, calculate the price under the method stated in III of this Procedure for assessing if the transaction price is justifiable. 五、In the engagement of derivative trade, consult the trading condition of the futures market, exchange rate and interest rate trends.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS	＆CO., LTD.
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		六、In corporate mergers, demergers, acquisition or acceptance of assigned shares, consider the nature of the business, net value per share, asset value, technical quality and profitability, production capacity, and the potential for future growth. 4.The Company and its subsidiaries may invest in non-business use property and securities further to the acquisition of business-use assets in accordance with the limits specified below: 一、The total investment in non-business use property shall not exceed 50% of the separate financial statements of the Company and the Subsidiaries covering the most recent period. 二、The total investment in securities shall not exceed the net worth of the Company stated in the financial statement covering the most recent period. As for the subsidiaries, the total investment shall not exceed the value of the paid-in capital. The acquisition of domestic bond funds or money market instruments like commercial papers, bank acceptance for financial purpose can be exempted from this rule. 三、The investment in individual securities shall not exceed 80% of the net worth of the Company as stated in the financial statement covering the most recent period, and shall not exceed the value of paid-in capital in the case of the subsidiaries. 5. Control over the acquisition or disposal of assets by subsidiaries:：一、The subsidiaries of the		Amendment to make it relevant with practice

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	＆CO	., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
		Company shall also establish the"Procedures for the Acquisition or Disposal of Assets"in accordance with the regulations of the competent authority on the acquisition or disposal of assets. After the approval of the board of directors, it shall be sent to the supervisors and the shareholders'meeting for approval. The same shall apply to its amendments. If the subsidiaries or their subordinate companies with substantial control power have not established these Procedures, it shall be handled and implemented in accordance with the Company's Procedures. With the exception of the amount and level of authorization, which shall be made in accordance with the relevant internal regulations of each subsidiary or its subordinate companies. However, transactions with an amount exceeding NTD 300 million must be approved by the Company's Audit Committee and approved by the Company's Board of Directors. 二、Their respective"Internal Control System"and "Procedures for Acquisition or Disposal of Assets"shall be

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	＆CO	., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
		implemented. The Company's internal audit unit shall include the acquisition or disposal of assets of subsidiaries as one of the year audit items, and the important matters of the audit status shall be listed as the required items for reporting the audit operations to the Audit Committee and the Board of Directors. 三、Information required to be publicly announced and reported in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company. 四、As stated in the standard of announcement and declaration of the subsidiaries,“accounted for 20% of the paid-in capital or 10% of the total assets”as referred to shall be based on the paid-in capital or total assets of the parent company. 6.Managers or administrators administering the procedure for the acquisition or disposal of assets who act in defiance of this procedure shall be subject to the evaluation of the“Service Regulations”of the Company, and will be punished pending on the severity of the offense.

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	CHUN YU WO	KS＆CO., LTD.
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Article 8	The control of subsidiaries in the acquisition or disposal of assets: (一) Subsidiaries of the Company shall institute their respective “Procedure for the Acquisition or Disposal of Assets” in accordance with the procedure of the competent authority governing the acquisition or disposal of assets, and present to the Board for resolution. On approval, the procedure shall be forwarded to the supervisors and reported to the Shareholders Meeting for ratification. The same procedure is applicable to any amendment thereto. If the subsidiaries have subordinated operation with substantive control that have not yet established the procedure, the procedure of the Company shall be applicable except in the area of the amount of authorization and the gate approval limit, which shall be based on the internal codes of related subordinated operations and the subsidiaries. (二)The subsidiaries shall comply with their own “internal control system” and “procedure for the acquisition or disposal of assets”. The auditing unit of the Company shall list the acquisition or disposal of assets of respective subsidiaries as the monthly audit matter. Key audit matters thereof shall be listed as necessary items for reporting to the Audit Committee and the Board as an integral part of the audit report. (三)Information required to be publicly announced and reported in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company. (四)As stated in the standard of	1.With respect to a public company's acquisition or disposal of assets that is subject to the approval of the board of directors under the company's procedures or other laws or regulations, if a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor. 2.The position of independent director has been created in accordance with the provisions of the Act, when a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3.Any transaction involving major assets or derivatives shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution, and shall be subject to mutatis mutandis application of Article 6, paragraphs 4 and 5.	The content of the previous version was amended and incorporated into Article 7. Amendment to make it relevant with practice

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	R	KS＆CO., LTD.
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	announcement and declaration of the subsidiaries, “accounted for 20% of the paid-in capital or 10% of the total assets” as referred to shall be based on the paid-in capital or total assets of the parent company.
			Section II Acquisition or Disposal of Assets
Article 9	Penalty: Managers or administrators administering the procedure for the acquisition or disposal of assets who act in defiance of this procedure shall be subject to the evaluation of the “Service Regulations” of the Company, and will be punished pending on the severity of the offense.	In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for		The content of the previous version was amended and incorporated into Article 7.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
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		business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 一、Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 二、Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. 三、Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (一)The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. (二)The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO., L	TD.
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	Chapter II Related Party Transactions
Article 10	The company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance by Paragraph 1 - 2 under Article5. When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.	The		The content of the previous version was amended and incorporated into Article 14.
Article 11	The company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic	The company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the		The content of the previous version was amended and incorporated into Article 15.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	R	KS＆CO., LTD.
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	government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors: (一)The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (二)The reason for choosing the related party as a transaction counterparty. (三)With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 12 and Article 13. (四)The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party. (五)Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (六)An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (七)Restrictive covenants and other important stipulations associated with the transaction. With respect to the types of transactions listed below, when to be conducted between a public company and its parent or subsidiaries, or		transaction price.

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	CHUN YU WO	KS＆CO., LTD.
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	between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to Article 7, paragraph 1, subparagraph 3 delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting: (一)Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (二)Acquisition or disposal of real property right-of-use assets held for business use. If a public company or a subsidiary thereof that is not a domestic public company will have a transaction set out in paragraph 1 and the transaction amount will reach 10 percent or more of the public company’s total assets, the public company shall submit the materials in all the subparagraphs of paragraph 1 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the public company and its parent company or subsidiaries or between its subsidiaries. The calculation of the transaction amounts referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Article 31, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors and recognized by the supervisors need not be counted toward the transaction amount.
Article 12	The company that acquires real property or right-of-use assets thereof from a related party shall evaluate the	The calculation of the transaction amounts referred to in the preceding three articles shall be done in	The content of the previous

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	R	KS＆CO., LTD.
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	reasonableness of the transaction costs by the following means: (一)Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. (二)Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. The company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property or right-of-use assets thereof in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion. The company acquires real property or right-of-use assets thereof from a related party and one of the following		accordance with Article 31, paragraph 2 herein, and"within the preceding year"as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	version was amended and incorporated into Article 16.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
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	circumstances exists, the acquisition shall be conducted in accordance with the preceding article, and the preceding three paragraphs do not apply: (一)The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift. (二)More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction. (三)The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land. (四)The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
Article 13	Action to be taken if the imputed cost of transaction falls below the transaction price: If the cost of transaction assessed under the requirement of the preceding article falls below the transaction price, proceed with III unless under the following circumstances supported by objective evidence, and the professional opinions of the professional property appraiser and certified public accountant on the reasonableness of the cost in concrete terms. (一)Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the	The company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.	The content of the previous version was amended and incorporated into Article 17 and Article 18.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
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	following conditions: 1. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. 2. Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices. (二)The company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof. The company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken:： (一) A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. (二) Supervisors shall comply with Article 218 of the Company Act. Where an audit committee has been established in

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	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee. (三) Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.
	Section III Engaging in Derivatives Trading	Section III Related Party Transactions
Article 14	The trading principle and policy: (一)Type of trade: The Company may engage in different types of derivative trade including forwards, options, cross currency swap, futures, and the contracts combining the features of the aforementioned instruments. The Company may also engage in other types of derivative trade under the resolutions of the Board beforehand. (二)Business or hedge strategy: The Company may engage in derivative trade for hedging and purposes other than hedging (for trading). The strategic objective of derivative trade is to hedge off operation risk and the instruments shall be designed for hedge off the risks deriving from the revenue, spending, assets or liabilities in foreign exchange. In case of change in the objective environment that “derivative trade other than hedge” is preferable at the right time for bringing in additional revenue or reducing operation loss for the Company. In addition, the counterparties of trade should best be financial institutions having business transactions with the Company to avoid	1.The company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section. 2.The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 12 herein. 3.When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.	The content of the previous version was amended and incorporated into Article 19.

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	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	credit risk. It is necessary to define if the trade is for hedge or financial operation for return on investment as the basis for bookkeeping. (三)Authority and responsibility: 1. Traders/Dealers: The persons of the Company charged with the conduct of derivative trade in accordance with the authority granted under gate approval. They shall be responsible for mapping out the strategy of trade, execution of trade order, disclosure of risk in future transactions within their authority, and provide timely information as reference to related departments. 2. Accounting Section: Responsible for the confirmation of transactions, handle the bookkeeping and keep transaction record as required by applicable rules and regulations. Evaluation of the position at regular intervals at fair market value and supply information of this kind to the person responsible for trading, and disclosure of matters pertinent to derivative trade. 3. Financial Section: Responsible for the settlement of derivatives in the transaction. (四) Trading limit: 1. Hedge trade: The hedge is limited to the foreign exchange position of the combined assets and liabilities (including the possible net position in the future). 2.Non-Hedge trade: Limited to US$2 million. Before proceeding to trade, the trader/dealer shall present an analysis report on the trend of the foreign currency with

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	explanation on the trend of the foreign exchange market and recommendation of trade for approval beforehand. (五) Limit of loss in whole or particular contract: 1. Hedge trade: Hedge trade is conducted to meet the actual need of the Company and the risk that may derive has already been kept under control in preliminary assessment. Therefore, the limit of loss is not an issue. 2. Non-hedge trade: Stop loss point should be set after creating a position. The stop loss point shall be set at 20% of the contract amount and the accumulated loss of the year in totality shall be limited to US$300,000. If the loss exceeds this limit, report to the Chairman at once and take necessary measure in response to the situation. (六) Gate approval in derivative trade: 1.Gate approval of hedge trade Total balance of trade Chairman Up to $10 million and the equivalent in USD President Up to $5 million and the equivalent in USD. 2.Trade for other specific purposes To reduce risk, single transaction or transactions in accumulation with position below US$1 million (including the equivalent of other currencies) shall be reported to the Chairman for approval. Position higher than US$1 million shall be reported to the Board for approval before trading. (七) Performance evaluation: After the monthly account

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO., LTD.	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment		Descriptions
	settlement at the end of the month, statistics on the profit/loss from derivative trade of the period after settlement shall be compiled for the reference of the management for performance evaluation.
Article 15	Risk Management Policy: The scope of risk and related risk management policy of the Company for the conduct of derivative trade of the Company is specified below: (一)Consideration of credit risk: The counterparties of trade shall preferably be financial institutions and futures commission merchants in good standing and in business relation with the Company, and can provide professional information. (二)Consideration of market risk: Price fluctuation in the derivative market in the future may cause loss that dictated for the setup of stop loss point after a position is created. (三)Consideration of liquidity risk:For assuring sufficient liquidity of the derivatives, the institutions handling the transactions must have sufficient facility, and the capacity in providing information and trade, and can enter into any market to conduct trade. (四)Consideration of cash flow risk: The authorized trader/dealer shall duly observe the rule and work within the authorized limit, and shall pay attention to the cash flow status of the Company from time to time for assuring adequate cash for settlement. (五)Consideration of operation risk: The authorized limit and the operation procedure must be duly observed to avoid	1.The company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors: 一、The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 二、The reason for choosing the related party as a transaction counterparty. 三、With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 16 and Article 17. 四、The date and price at which the related party originally		The content of the previous version was amended and incorporated into Article 20.

			by

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	D.
Contents of articles	Before amendment	After amendment	Descriptions
	operation risk. (六)Consideration of legal risk: Use international standard version of contract for entering into agreement with financial institutions as far as possible to avoid legal risk. (七)Consideration of commodity risk: The internal dealer/trader shall be disciplined with proper professional knowledge of the derivatives for trading to avoid the misuse of derivative products that resulted in loss. (八)Trading, confirmation, and settlement shall be carried out by different persons, and these persons cannot perform the duties of one another at the same time. (九) The personnel responsible for confirmation of trade shall verify or cross-check the accounts with the transaction banks at regular intervals, and confirm the total amount of trade be controlled within the limit granted under this Procedure. (十)The personnel charged with risk assessment, supervision and control shall be in functional departments other than the personnel mentioned in (I), and report to the Board or senior officer not responsible for trading or decision of position. (十一)The position in holding shall be subject to assessment at least once a week. For hedge trade conducted for business purpose, assessment shall be conducted at least 2 times a month. The assessment report shall be presented to a senior officer authorized by the Board.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions

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	CHUN YU WO	KS	＆CO., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
			date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors and recognized by the supervisors need not be counted toward the transaction amount.
Article 16	Internal Audit System: (一) The internal auditors of the Company shall seek understanding if the internal control system of derivative trade of the Company is appropriate at regular intervals, and shall audit the state of compliance of the trading department in the conduct of derivative trade with the operation procedure for derivative trade. The findings shall be compiled into an audit report. If material breach of rules and regulations was discovered, report to the Chairman and the senior officer designated by the Board at once and forward a written report to the Audit Committee. (二)The internal auditors of the Company shall list the derivative trade of the Company in the audit plan, and present the execution of the audit plan of the year to the competent authority for declaration by the end of the February in the next year, and the status of corrective action addressing to audit defects by the end of May of the next year for reference filing.	1.The company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means: 一、Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer."Necessary interest on funding"is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance. 二、Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties. 2.Where land and structures thereupon are combined as a single property purchased or leased in		The content of the previous version was amended and incorporated into Article 22.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions

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	CHUN YU WO	KS＆CO.,	LTD.
Contents of articles	Before amendment		After amendment	Descriptions
			directly or indirectly holds 100 percent of the issued shares or authorized capital.
Article 17	Routine assessment, response to unusual situations, and the principle of supervision and management of the Board: (一)Monthly or weekly assessment of derivative trade and compiling the information on the profit/loss status and the closing position of non-hedge trade of the month or the week. (二)The designated senior officer appointed by the Board shall pay close attention to the risk deriving from derivative trade from time to time for supervision and control. The Board shall also assess if the performance of derivative trade is congruent with the corporate strategy of the Company and the risk assumed is controlled at tolerant level. (三)The senior officer authorized by the Board shall manage derivative trade in accordance with the following principles: 1. Assess the pursuit of the risk management policy at regular intervals to assure the policy is appropriate for this purpose, and comply with the “Procedure for the Acquisition or Disposal of Assets” instituted under the requirement of the competent authority and related rules and regulations under this Procedure. 2. Supervise on the status of trade and profit/loss status, and take necessary measure in response to any unusual situation once detected, and report to the Board at once. (Note: If the Company has established the seats for Independent Directors, the presence of the Independent Directors in all sessions of the	1.The company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 18. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply: 一、Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (一)Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The"Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance,		The content of the previous version was amended and incorporated into Article 21 and Article 22.

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	CHUN YU WO	LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	Board is necessary with expression of their opinions). If related personnel have been authorized to conduct derivative trade, report to the Board in the nearest session after the conduct of trade. (四)The Company shall establish a record book for tracking derivative trade with the type of trade, the amount, the date of resolution by the Board, the monthly or weekly assessment reports, the content of routine assessment conducted by the Board and the senior officer authorized by the Board.

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	CHUN YU WO	KS	＆CO., LTD.
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			of the acquisition of the real property or obtainment of the right-of-use assets thereof.
Article 18	The company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage.	1.The company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding two articles are uniformly lower than the transaction price, the following steps shall be taken: (一)special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. (二)Supervisors shall comply with Article 218 of the Company Act. Where an audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee. (三)Actions taken pursuant to the preceding two subparagraphs shall be reported to a shareholders		The content of the previous version was amended and incorporated into Article 23.

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	CHUN YU WO	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
			Amendment to make it relevant with practice

	Chapter IV Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares	Section IV Engaging in Derivatives Trading
Article 19	The company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this	The trading principle and policy: 1.Type of trade: The Company may engage in different types of derivative trade including forwards, options, cross currency swap, futures, and the contracts combining the features of the aforementioned instruments. The Company may also engage in other types of derivative trade under the resolutions of the Board beforehand. 2.Business or hedge strategy: The Company may engage in derivative trade for hedging and purposes other than hedging (for trading). The strategic objective of derivative trade is	The content of the previous version was amended and incorporated into Article 24

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆C	O., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
	restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.	to hedge off operation risk and the instruments shall be designed for hedge off the risks deriving from the revenue, spending, assets or liabilities in foreign exchange. In case of change in the objective environment that“derivative trade other than hedge”is preferable at the right time for bringing in additional revenue or reducing operation loss for the Company. In addition, the counterparties of trade should best be financial institutions having business transactions with the Company to avoid credit risk. It is necessary to define if the trade is for hedge or financial operation for return on investment as the basis for bookkeeping. 3.Authority and responsibility: 一、Traders/Dealers: The persons of the Company charged with the conduct of derivative trade in accordance with the authority granted under gate approval. They shall be responsible for mapping out the strategy of trade, execution of trade order, disclosure of risk in future transactions within their authority, and provide timely information as reference to related departments. 二、Accounting Section: Responsible for the confirmation of transactions, handle the bookkeeping and keep transaction record as required by applicable rules and regulations. Evaluation of the position at regular intervals at fair market value and supply information of this kind to

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆	D.
Contents of articles	Before amendment		After amendment	Descriptions
		the person responsible for trading, and disclosure of matters pertinent to derivative trade. 三、Financial Section: Responsible for the settlement of derivatives in the transaction. 4.Trading limit: 一、Hedge trade: The hedge is limited to the foreign exchange position of the combined assets and liabilities (including the possible net position in the future). 二、Non-Hedge trade: Limited to US$2 million. Before proceeding to trade, the trader/dealer shall present an analysis report on the trend of the foreign currency with explanation on the trend of the foreign exchange market and recommendation of trade for approval beforehand. 5.Limit of loss in whole or particular contract: 一、Hedge trade: Hedge trade is conducted to meet the actual need of the Company and the risk that may derive has already been kept under control in preliminary assessment. Therefore, the limit of loss is not an issue. 二、Non-hedge trade: Stop loss point should be set after creating a position. The stop loss point shall be set at 20% of the contract amount and the accumulated loss of the year in totality shall be limited to US$300,000. If the loss exceeds this limit, report to the Chairman at once and take necessary measure in response to the

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO.,	LTD.
Contents of articles	Before amendment		After amendment	Descriptions
		situation. 6.Gate approval in derivative trade: 一、Gate approval of hedge trade Total balance of trade Audit committee and Board of directors. More than $10 million and the equivalent in USD Chairman Up to $10 million and the equivalent in USD President Up to $1 million and the equivalent in USD. 二、Trade for other specific purposes: To reduce risk, single transaction or transactions in accumulation with position below US$1 million (including the equivalent of other currencies) shall be reported to the Chairman for approval. Position higher than US$1 million shall be reported to the Board for approval before trading. 7.Performance evaluation: After the monthly account settlement at the end of the month, statistics on the profit/loss from derivative trade of the period after settlement shall be compiled for the reference of the management for performance evaluation.		Amendment to make it relevant with practice

Article 20	A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. A company participatingin a transfer	Risk Management Policy: The scope of risk and related risk management policy of the Company for the conduct of derivative trade of the Company is specified below: 一、Consideration of credit risk: The counterparties of trade shall preferably be financial institutions and futures commission merchants in good standing and in		The content of the previous version was amended and incorporated into Article 25.
		for
		the

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Contents of articles	Before amendment			After amendment	Descriptions
	of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.		business relation with the Company, and can provide professional information. 二、Consideration of market risk: Price fluctuation in the derivative market in the future may cause loss that dictated for the setup of stop loss point after a position is created. 三、Consideration of liquidity risk:For assuring sufficient liquidity of the derivatives, the institutions handling the transactions must have sufficient facility, and the capacity in providing information and trade, and can enter into any market to conduct trade. 四、Consideration of cash flow risk: The authorized trader/dealer shall duly observe the rule and work within the authorized limit, and shall pay attention to the cash flow status of the Company from time to time for assuring adequate cash for settlement. 五、Consideration of operation risk:The authorized limit and the operation procedure must be duly observed to avoid operation risk. 六、Consideration of legal risk: Use international standard version of contract for entering into agreement with financial institutions as far as possible to avoid legal risk. 七、Consideration of commodity risk: The internal dealer/trader shall be disciplined with proper professional knowledge of the derivatives for trading to avoid the misuse of derivative products that resulted in loss.

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Contents of articles	Before amendment		After amendment	Descriptions
			八、Trading, confirmation, and settlement shall be carried out by different persons, and these persons cannot perform the duties of one another at the same time. 九、The personnel responsible for confirmation of trade shall verify or cross-check the accounts with the transaction banks at regular intervals, and confirm the total amount of trade be controlled within the limit granted under this Procedure. 十、The personnel charged with risk assessment, supervision and control shall be in functional departments other than the personnel mentioned in (I), and report to the Board or senior officer not responsible for trading or decision of position. 十一、The position in holding shall be subject to assessment at least once a week. For hedge trade conducted for business purpose, assessment shall be conducted at least 2 times a month. The assessment report shall be presented to a senior officer authorized by the Board.

Article 21	The companies participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares: (一)Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred	1.The company engaging in derivatives trading, its board of directors shall faithfully supervise and manage such trading in accordance with the following principles: 一、Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk. 二、Periodically evaluate whether derivatives trading performance is consistent with established operational		The content of the previous version was amended and incorporated into Article 27.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO.,	LTD.
Contents of articles	Before amendment		After amendment	Descriptions
	shares with warrants, stock warrants, or other equity based securities. (二)An action, such as a disposal of major assets, that affects the company's financial operations. (三)An event, such as a major disaster or major change in technology, that affects shareholder equity or share price. (四)An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock. (五)An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. (六)Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

Article 22	The contract for participation by a public company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following: (一)Handling of breach of contract. (二)Principles for the handling of equity-type securities previously issued or treasury	1.The company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under subparagraph 11 of Article 20 and subparagraph 2 of paragraph 1, and subparagraph 1 of paragraph 2, of the preceding article shall be recorded in detail in the log book.		The content of the previous version was amended and incorporated into Article 28.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	stock previously bought back by any company that is extinguished in a merger or that is demerged. (三)The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof. (四)The manner of handling changes in the number of participating entities or companies. (五)Preliminary progress schedule for plan execution, and anticipated completion date. (六)Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.	2.The company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all supervisors shall be notified in writing.

	Section V Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares	Section V Mergers and Consolidations, Splits, Acquisitions, and Assignment of Shares
Article 23	The company participating in mergers and consolidations, splits, acquisitions, and assignment of shares with the following provisions:： (一)Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares. (二)Afterpublic disclosure of the	The company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in	The content of the previous version was amended and incorporated into Article 25, Article 26, Article 28, Article 29, and Article 30. Amendment to make it relevant with practice

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	R	KS＆CO., LTD.
Contents of articles	Before amendment		After amendment	Descriptions
	information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew. (三) Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 21, and the preceding article. (四) When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference: 1. Basic identification data		which the public company directly or indirectly holds 100 percent of the respective subsidiaries'issued shares or authorized capital.

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CHUN YU WORKS ＆ CO., LTD.

	CHUN YU WO	RKS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.。 2. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting. 3. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings. (五)When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the

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Contents of articles	Before amendment		After amendment	Descriptions
	FSC for recordation. (六)Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding two paragraphs.
Article 24	The company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.	1. 2.	The company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up	The content of the previous version was amended and incorporated into Article 31.

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Contents of articles	Before amendment		After amendment	Descriptions
			measures, and the preliminary date of the next shareholders meeting.
Article 25	The professional appraiser that issued the appraisal report, the certified public accountants, lawyers or securities underwriting that expressed professional opinions for the Company shall not be related parties to the counterparty of trade.	1. The company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. 2. The company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. 3..When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for 5 years for reference: 一、Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information. 二、Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring		The content of the previous version was amended and incorporated into Article 5

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	CHUN YU WO	KS＆	D.
Contents of articles	Before amendment		After amendment	Descriptions
		of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting. 三、Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings. 4..When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation. 5..Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding two paragraphs.
Article 26	For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities	Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in		The content of the previous version was amended and incorporated into Article 35.

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	CHUN YU WO	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment	Descriptions
	Issuers shall be used. Net worth of the Company as referred to shall be equity attributable to the owners of the parent company as stated in the Balance Sheet compiled in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.	their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
Article 27	Anything not mentioned in this Procedure shall be governed by applicable legal rules.	Public companies participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares: 一、Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities. 二、An action, such as a disposal of major assets, that affects the company's financial operations. 三、An event, such as a major disaster or major change in technology, that affects shareholder equity or share price. 四、An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock. 五、An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares. 六、Other terms/conditions that the contract stipulates may be altered and that have been	The content of the previous version was amended and incorporated into Article 36.

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	CHUN YU WO	RKS＆CO	RKS＆CO	., LTD.
Contents of articles	Before amendment			After amendment	Descriptions
				publicly disclosed.
Article 28	This Procedure shall be passed by more than 1/2 of the members of the Audit Committee with reporting to the Board for final decision, and to the Shareholders Meeting for ratification before coming into force. The same procedure is applicable to any amendment thereto. In presenting this Procedure to the Board for discussion, the opinions of the Independent Directors shall be fully considered. Any adverse or qualified opinions of the Independent Directors, where applicable, shall be stated in the minutes of Board meeting on record. The transactions of the acquisition or disposal of assets shall be subject to the approval of the Audit Committee as required by at least 1/2 of the members of the Committee and reported to the Board for final decision. If any transaction in acquisition or disposal of assets was presented to the Board for discussion, the opinions of the Independent Directors shall be fully considered. Any adverse or qualified opinions of the Independent Directors, where applicable, shall be stated in the minutes of Board meeting on record. If any motion of such transaction has not been approved by the Audit Committee by 1/2 of its members, it could be passed by the Board with the approval of at least 2/3 of the seats of the Directors. The detail of the decision of the Audit Committee shall be specified in the minutes of Board meeting on record. All members of the Audit Committee and all the Directors as referred to in preceding paragraphs shall be those who are still in office.	The contract for participation by a public company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following: 一、andling of breach of contract. 二、Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged. 三、The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof. 四、The manner of handling changes in the number of participating entities or companies. 五、Preliminary progress schedule for plan execution, and anticipated completion date. 六、Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.			The content of the previous version was amended and incorporated into Article 6 and Article 8.



Article 29			After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a		The content of the previous version in Article 23

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	CHUN YU WO	KS＆CO., LTD.	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment		Descriptions
		merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.		was amended in part and incorporated into Article 29.
Article 30		Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the public company(s) shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 25, Article 26, and the preceding article.		The content of the previous version in Article 23 was amended in part and incorporated into Article 29.
		Chapter III Public Disclosure of Information
Article 31		1.Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event: 一、Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent		The content of the previous version in Article 5 was amended and incorporated into Article 31.

			of

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	CHUN YU WO	D.
Contents of articles	Before amendment	After amendment	Descriptions

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	CHUN YU WO	D.
Contents of articles	Before amendment	After amendment	Descriptions

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	CHUN YU WO	KS＆CO., LTD.	KS＆CO., LTD.
Contents of articles	Before amendment	After amendment		Descriptions





			respectively) of real property
			or right-of-use assets thereof
			within the same development
			project within the preceding

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Contents of articles			After amendment	Descriptions


			year.
	3."Within the preceding year"as used


Article 32		The company following circumstances occurs with respect to a transaction that a public company		The content of the previous

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	CHUN YU WO	R	KS＆CO., LTD.	KS＆CO., LTD.	KS＆CO., LTD.
Contents of articles	Before amendment		After amendment			Descriptions
			has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event: 1.Change, termination, or rescission of a contract signed in regard to the original transaction. 2.The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract. 3.Change to the originally publicly announced and reported information.			version in Article 5 was incorporated into Article 32.


			Chapter IV Additional Provisions
Article 33			Public enterprises acquiring or disposing of assets are required to carry out information disclosure in compliance with the provisions of the preceding Chapter, but otherwise are exempted from observing the provisions of these Regulations.			Amendment to make it relevant with practice
Article 34		1.		Information required to be publicly announced and reported in accordance with the provisions of the preceding Chapter on acquisitions and disposals of assets by a public company's subsidiary that is not itself a public company in Taiwan shall be reported by the public company. The paid-in capital or total assets of the public company shall be the standard applicable to a subsidiary referred to in the preceding paragraph in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and regulatory filing under Article 31, paragraph 1.		The content of the previous version in Article 8 was partially incorporated into Article 32.








		2.









Article 35		1.			For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or	The content of the previous version in Article 26

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Contents of articles		After amendment	Descriptions
		individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10-for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.	was partially incorporated into Article 34.




	2.















Article 36	Anything not mentioned in this Procedure shall be governed by applicable legal rules.		The content of the previous version of Article 27 was incorporated into Article 36.

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Appendices I

Chun Yu Works & Co., Ltd. Articles of Incorporation

Chapter I General Provision

Article 1 ：

The Company is duly incorporated in accordance with the Company Act and bears the title of CHUN YU WORKS & CO., LTD.

Article 2 ：

The Company is engaged in the following business ：

Manufacturing and trading of irons and steels, machines and tools.
Manufacturing and trading of screws, nuts, wood screws, iron nails, sanding rods, sanding disc, annealing wire, spheroidizing steel, structural steel, iron wire, and copper wire.
Thermal processing and acid pickling of iron and steel, and surface treatment of the above two items.
Manufacturing and trading of electronic and electrical appliances.
Manufacturing and trading of parts and components for motor vehicles and bicycles.
Manufacturing, repair and dissembling of surface vessels.
Design, manufacturing and turn-key projects for prevention of pollution and water treatment.
Cleanup and treatment of general solid wastes, industrial solid wastes, and toxic dumps.
Manufacturing and trading of sulfuric acid, oxidized iron and metallic powder injection molding parts (textile machinery, precision machinery, industrial machinery, electronic communication equipment,business machines, parts for motor vehicles, bicycles and medical devices).
F401010 International trade
F107100 Wholesale of basic chemical materials.
All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1 ：

The Company may act as guarantor in favor of a third party.

Article 3 ：

The Company is not governed by Article 13 of the Company Act where direct investment is limited to 40% of the paid-in capital. Matters pertinent to direct investment shall be determined by the Board.

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Article 4 ：

The Company is headquartered in Kaohsiung City, and may establish branch offices in appropriate locations at home and abroad for business needs at the resolution of the Board.

Article 5 ：

The Company shall make announcement in accordance with Article 28 of the Company Act.

Chapter II Shares of Stock

Article 6 ：

The Company has stated capital of NT$3,920,696,000 and equality split into 392,069,600 shares at NT$10/share. These shares may be offered in tranches.

The Company may issue Employee Stock Options (ESO) and may reserve 5,000,000 shares of the aforementioned total shares for this purpose.

The Board of Directors is authorized to issue ESO in tranches as dictated by business needs. Employees as referred to in the preceding paragraph shall include the employees of controlled business entities or subsidiaries meeting specific conditions.

These conditions shall be set forth by the Board of Directors under resolution.

Article 6-1 ： (Deleted)

Article 7 ：

The Company is not required to print physical share certificates, and if so, the Company shall comply with the Company Act and other applicable laws.

Article 8 ：

Shareholders or legal representatives shall fill in a specimen seal impression and send the impression cards to the Company for reference filing. Respective shareholders or legal representatives shall, based on the aforementioned impression cards on record, claim for stock dividends, bonus or exercise the rights of shareholders in writing.

Article 9 ：

In the event of missing or the replacement of the impression cards of shareholders on record of the Company, proceed to the “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by Financial Supervisory Commission.

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Article 10 ：

“Regulations Governing the Administration of Shareholders Services of Public Companies.” Shareholders shall duly observe the “Regulations Governing the Administration of Shareholders Services of Public Companies” in addition to other applicable legal rules and code governing securities in processing the assignment of shares, pledging the shares under lien, reporting lost securities, succession of securities, offering securities as gifts, and reporting loss of specimen seal impression and requesting for change of impression, changing mailing address, other shareholder services, and the exercising of the rights of shareholders.

Article 11 ： (Deleted on 2002/06/28).

Article 12 ： (Deleted on 2002/06/28)

Article 13 ：

Transaction of shares shall be prohibited in the period of 60 days prior to a scheduled regular session of the General Meeting of Shareholders, a period of 30 days prior to a scheduled special session of the General Meeting of Shareholders, or a period of 5 days prior to the day of stock dividend or bonus payment or any other benefits decided by the Company.

Chapter III General Meeting of Shareholders

Article 14 ：

The General Meeting of Shareholders may convene in regular session or special session. Regular session shall be convened once a year within 6 months after the end of the fiscal year as required by the law. Special session may be convened at any time where necessary.

Article 14-1 ：

The Company's shareholders' meetings can be held by means of visual communication network or other methods promulgated by the Ministry of Economic Affairs.

Article 15 ：

Notice to shareholders for the convention of a regular session shall be made 30 days in advance, and 15 days in advance for special sessions.

Shareholders shall be informed of the year, month, day, place, and the cause of convention.

Article 16 ：

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If a specific shareholder cannot attend a session of the General Meeting of Shareholders in person, such shareholder may use the power of attorney prepared and printed by the Company to appoint a proxy to attend the session by specifying the scope of authorization and the affixing of the authorized signature/seal thereunto.

If one shareholder acting as the proxy of two or more shareholders, the votes to be cast by this shareholder shall not exceed 3% of the total number of votes to be cast for resolution.

Any votes in excess will not be counted for this purpose except trust enterprises or the shareholder service agents approved by competent authority.

Unless the Company Act provides otherwise, shareholders appointing proxies to attend the General Meeting of Shareholders shall be governed by the“Regulations Governing the Use of Power of Attorney by Shareholders to Attend Shareholders Meeting of Public Companies.”

Article 17 ：

The Chairman shall act as the presiding officer of the General Meeting of Shareholders unless the Company Act provides otherwise. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act in the capacity as the presiding officer. If there is no Vice Chairman, or in the absence of the Vice Chairman due to leave or for whatever reasons, the Chairman shall appoint one Director to act in the capacity of the presiding officer. If the Chairman has not appointed any proxy, the Directors shall elect one among themselves to act as the presiding officer. If a session is called for by a third party outside the Board of Directors, such party shall preside over the session. If there are more than two parties calling for the session, they shall elect one among themselves to preside over the session.

Article 18 ：

Unless the Company Act specifies otherwise, resolutions of the General Meeting of Shareholders shall be made in a session with the presence of shareholders representing more than half of the total outstanding shares and a simple majority of the shares represented by the shareholders in session.

Article 19 ：

The exercise of voting rights by the Shareholders and the method of exercise of rights shall be governed by applicable laws.

Article 20 ：

Resolutions of the General Meeting of Shareholders shall be tracked as minutes of meeting on record with the year, month, day, place, name of the presiding officer, method of resolution, the summary of the procedures, and the result inscribed therein and the confirmation of the presiding officer by affixing the authorized signature/seal thereunto.

The minutes of meeting on record shall be released to the Shareholders within 20 days after the session.

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The release of the minutes of meeting on record shall be governed by the Company Act.

The minutes of the General Meeting of Shareholders on record shall be kept within the perpetuity of the Company.

The sign-in registry book for tracking the attendance of Shareholders and the power of attorney for the proxies shall be kept for at least one year. In the event of legal proceedings instated by Shareholders in accordance with Article 189 of the Company Act, the aforementioned documents shall be kept until the conclusion of the legal proceedings.

Article 21 ：

Directors are entitled to traveling allowances paid by the Company notwithstanding the profit status of the Company. The remunerations to the Directors shall be commensurate with their level of participation in the operation and contribution value to the Company with reference to the industry standard, and shall be determined by the Board of Directors under authorization.

Chapter IV Directors

Article 22 ：

The Company shall establish 5 to 11 seats of Directors. Each Director shall have tenure of 3 years in office, and shall be elected by the General Meeting of Shareholders from people of legal capacity. Each Director may assume a second term of office if reelected.

The Directors shall hold a minimum percentage of registered shares being in totality as stated in Article 26 of the Securities and Exchange Act.

Pursuant to Article 14-2 of the Securities and Exchange Act, at least three of the aforementioned seats of Directors shall be reserved for Independent Directors since the election of Directors in 2016, and the total number of seats for Independent Directors shall not fall below 1/5 of the seats of all Directors. The election of Directors (including Independent Directors) shall be held under the nomination of candidate. Directors shall be elected to the seats from the list of candidates by the General Meeting of Shareholders.

The nomination, method of election, and other complaint matters shall be governed by related rules and regulations of the competent authority.

Article 23 ：

The Directors shall be organized into the Board of Directors (the Board). A Chairman shall be elected by the Board in a session with the presence of at least 2/3 of the Directors and a simple majority of the Directors in session for approval.

The Chairman shall execute all matters as required by law, the Articles of Incorporation, and the resolutions of the General Meeting of Shareholders and the Board.

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A Vice Chairman may be elected in the same procedure as aforementioned to assist the Chairman.

Article 24 ：

The Chairman shall call for the sessions of the Board and shall act as the presiding officer of all sessions of the Board unless the Company specified otherwise.

In the absence of the Chairman due to leave or for whatever reasons, the person acting on behalf of and in the name of the Chairman shall be governed by Article 208 of the Company Act.

In case a specific Director cannot attend a session of the Board in person, such Director may appoint another Director as proxy to attend the session with the authorization of power of attorney specifying the scope of authorization.

Article 25 ：

Each Director shall have tenure of three years in office and may assume a second term of office if reelected. If an election of Directors cannot be held on time at the expiration of the term of office, the term of office may be extended until a new Board was elected and the new Directors have assumed office. However, the competent authority may order the Company to hold an election of a new Board within its authority. If no election has ever been held at the expiration of the current term of the Board, the current term of the Board shall be discharged as expired.

Article 26 ：

The Board shall perform the following functions ：

Review and institute the internal code of the Company.
Determine the business policy.
Review the budget and account settlement.
Map out the plan for distribution of earnings or covering loss carried forward.
Map out the plan for raising new capital or reducing capital.
Execute the resolutions of the General Meeting of Shareholders.
Exercise the authority granted by the law and the General Meeting of Shareholders

Article 27 ：

The Board shall convene at least once quarterly with the Directors informed seven days in advance. The Board may also convene at any time in case of emergency.

The reasons for the convention of the Board shall be specified in the notice of meeting sent to the Directors by correspondence, e-mail, or fax.

Article 28 ：

Unless the Company Act specifies otherwise, all resolutions of the Board shall be made by the Board in

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session with the presence of at least half of the Directors and a simple majority of the Directors in session.

Article 29 ：

If any of the seats of the Directors was left vacant, the Board shall call for a special session of the General Meeting of Shareholders to elect a new Director to fill the vacancy in 60 days. No election of new Directors is required if the vacancy falls below 1/3 of the total seats.

New Directors elected in this manner shall have tenure for the duration of the remaining term of office left behind by its predecessor.

Chapter V Functional Committees

Article 30 ：

The Company shall establish various functional committees in accordance with applicable laws and the internal code of the Company for vitalizing the function of monitoring and strengthening management mechanisms.

The Company has established the Auditing Committee, which was staffed with all the Independent Directors. There shall be at least three members for the committee. The Auditing Committee shall perform its function in accordance with and be governed by applicable laws and the Articles of Incorporation.

Article 31 ： (Deleted on 2016/06/29).

Article 32 ： (Deleted on 2016/06/29).

Article 33 ： (Deleted on 2016/06/29).

Chapter VI Key Personnel

Article 34 ：

The Company may appoint a number of managers and the appointment, dismissal and remuneration of whom shall be governed by Article 29 of the Company Act.

Article 35 ：

The General Manager shall administer all matters of the Company to the order of the Chairman and the Board. The Deputy General Manager shall assist the General Manager in performing his duties.

Article 36 ：

The Company may retain certified public accountants as accounting advisor and lawyers as legal counsel,

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or prominent figures of this industry as corporate advisor through the Board for business needs.

The remuneration to these professionals shall be determined by the Board.

Chapter VII Accounting

Article 37 ：

The fiscal year of the Company starts on January 1 and ends on December 31 of each calendar year.

Article 38 ：

At the end of the fiscal year, the Board shall prepare the following reports and statements for the Company and refer to the General Meeting of Shareholders for recognition ：

Business Report.
Financial Statements.
Proposal for the Distribution of Earnings or Appropriation for Covering loss carried forward.

Article 39 ：

The Company shall appropriate no less than 2% of its earnings of the year, where applicable, as remuneration to the employees, followed by the appropriation of 2% as remunerations to the Directors. However, the Company shall appropriate for covering the loss carried forward, where applicable.

Article 39-1 ：

The Company may proceed to distribute earnings or appropriate for covering loss carried forward in the middle of the fiscal year under the Company Act. In distributing earnings, the Company shall estimate and appropriate for the payment of applicable taxes, covering loss carried forward under the law, and appropriate for legal reserve. It the amount of legal reserve is equivalent to the paid-in capital, no further appropriation for legal reserve will be necessary. Earnings shall be distributed in cash subject to the approval of the Board.

Where earnings may be paid in stock in which case the resolution of the General Meeting of Shareholders shall be necessary.

Further to the payment of applicable taxes and covering of loss carried forward under the law from earnings after account settlement, the Company shall appropriate 10% of the remainder as legal reserve, other reversals, or special reserve, followed by the pooling up with the undistributed earnings of the previous year as distributable income.

The Board shall propose the plan of distribution and present the plan to the General Meeting of Shareholders for approval before proceeding to distribution.

The Company may authorize the Board to make decision of paying stock dividend and bonus, additional

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paid-in capital or legal reserve by cash in whole or in part in a session attended by more than 2/3 of the Directors and a simple majority of the Directors in session, and report to the General Meeting of the Shareholders regardless of the aforementioned requirement of approval by the General Meeting of the Shareholders in the first place.

The dividend policy of the Company is conditioned by the status of profit and pursued in consideration of the capital requirement of corporate development of the future and the interest of the Shareholders.

In general, cash dividend shall not fall below 50% of the total dividend payable to the Shareholders.

This rule shall be subject to change in response to the change in the operation environment of the industry or the need of the operation plan of the Company by the General Meeting of Shareholders upon the proposal of the Board.

Chapter VIII Miscellaneous

Article 40 ：

Any amendment to the Articles of Incorporation shall be made by a session of the General Meeting of Shareholders with the presence of Shareholders representing more than half of the outstanding shares and the approval of Shareholders representing more than 2/3 of the voting rights.

Article 41 ：

Anything not mentioned in the Articles of Incorporation shall be governed by the Company Act and other applicable laws.

Article 42 ：

The Articles of Incorporation shall come into full force as of the day of resolution by the General Meeting of Shareholders. The same procedure is applicable to any amendment thereto.

Article 43 ：

The Articles of Incorporation was duly instituted on 1964.11.27 ；

Amended for the 1[st] instance on 1966/04/15.

Amended for the 2[nd] instance on 1967/04/15.

Amended for the 3[rd] instance on 1970/04/27.

Amended for the 4[th] instance on 1971/06/15.

Amended for the 5[th] instance on 1973/04/06. Amended for the 6[th] instance on 1974/06/30. Amended for the 7[th] instance on 1974/09/26. Amended for the 8[th] instance on 1975/06/30. Amended for the 9[th] instance on 1979/05/21.

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Amended for the 10[th] instance on 1980/05/08. Amended for the 11[th] instance on 1981/05/04. Amended for the 12[th] instance on 1982/08/28. Amended for the 13[th] instance on 1982/10/28. Amended for the 14[th] instance on 1985/04/11. Amended for the 15[th] instance on 1986/04/10. Amended for the 16[th] instance on 1986/07/08. Amended for the 17[th] instance on 1987/04/12. Amended for the 18[th] instance on 1988/05/24. Amended for the 19[th] instance on 1989/03/29. Amended for the 20[th] instance on 1989/12/16. Amended for the 21[st] instance on 1990/08/19. Amended for the 22[nd] instance on 1991/04/14. Amended for the 23[rd] instance on 1992/03/26. Amended for the 24[th] instance on 1993/06/06. Amended for the 25[th] instance on 1994/06/18. Amended for the 26[th] instance on 1995/06/17. Amended for the 27[th] instance on 1996/06/22. Amended for the 28[th] instance on 1997/06/21. Amended for the 29[th] instance on 1998/06/20. Amended for the 30[th] instance on 1999/06/26. Amended for the 31[st] instance on 2000/06/17. Amended for the 32[nd] instance on 2002/06/28. Amended for the 33[rd] instance on 2005/06/30. Amended for the 34[th] instance on 2010/06/29. Amended for the 35[th] instance on 2012/06/27. Amended for the 36[th] instance on 2013/06/26. Amended for the 37[th] instance on 2015/06/24. Amended for the 38[th] instance on 2016/03/16. Amended for the 39[th] instance on 2016/06/29. Amended for the 40[th] instance on 2018/06/13. Amended for the 41[st] instance on 2019/06/05. Amended for the 42[nd] instance on 2020/06/17. Amended for the 43[rd] instance on 2022/06/22

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Appendices II

Chun Yu Works & Co., Ltd. Shareholders’ Meeting Procedure Rules

Article 1 ：

These Regulations are duly enacted in accordance with Article V of Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies in an attempt to set up a sound corporate governance system for the shareholders’ meeting of the Company to assure sound supervisory function and strengthen managerial functions.

Article 2 ：

Unless otherwise specified in laws and ordinances concerned or Articles of Incorporation, the Shareholders’ Meeting Procedure Rules of the Company shall be duly stipulated based on these Regulations.

Article 3 ：

The Company's shareholders’ meetings shall be convened by the board of directors unless otherwise specified in the laws and ordinances concerned.

Any change in the manner of holding a shareholders' meeting shall be resolved by the Board of Directors and shall be made at the latest before the mailing of the notice of the shareholders' meeting.

The Company shall prepare the notices for shareholders’ meeting, proxy form papers, issues to be posed into acknowledgement, into discussion, elections or discharge of directors and such motions and instructions data into electronic files and transmit the same into Market Observation Post System (MOPS) thirty (30) days prior to a shareholders' regular meeting and fifteen (15) days prior to a special shareholders’ meeting.

The Company shall prepare a Meeting Agenda Handbook for the current shareholders’ meeting and supplementary data of the meeting readily accessible to shareholders and display the same at the Company and the Company appointed shareholders’ services agent fifteen (15) days prior to the meeting.

The notices and public announcement shall expressly bear the reasons to convene the meeting. Subject to consent by the counterparts, the notices may be served by electronic means.

The aforementioned handbook and supplementary information shall be made available to shareholders on the date of the shareholders' meeting in the following manner:

In the case of a physical shareholders' meeting, they shall be distributed on site at the shareholders' meeting.
When a video-assisted shareholders' meeting is held, they shall be distributed at the shareholders'
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meeting and transmitted to the video conference platform through electronic files.

When a video shareholders' meeting is held, the electronic file shall be sent to the video conference platform.

Such issues including election or discharge of directors, amendment to Articles of Incorporation, capital decrease, application for suspension from listing to public, lifting directors from the prohibition of business strife, conversion of earnings into capital increase, dissolution of the Company, merger, de-merger or issues set forth under Paragraph 1, Article 185 of the Company Act; Article 26~1 Article 43~6 of the Securities and Exchange Act and Article 56~1 and Article 60~2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be expressly enumerated in the reasons to convene the meeting with explanation of the major contents and shall not be posed through an extemporary motion.

Where the reasons to convene the meeting expressly bears the issue for an overall re-election of directors with exceptional indication of the date scheduled for their taking the tenure of office, after the re-election is completed in that meeting, such an issue shall no longer be posed through an extempore motion or other means to change the date for their taking the tenure of office.

A shareholder having more than 1% of the total outstanding shares is entitled to pose a motion to the shareholders' regular meeting but only limited to one issue. The issues shall not be enumerated more than once into the agenda. Where an issue is found meeting a situation falling within those under Paragraph 4, Article 172~1 of the Company Act, the board of directors shall not accept it into the agenda. The Company shall promulgate acceptance of suggestions from shareholders, the methods of acceptance in writing or in electronic means, venue and duration of acceptance prior to the book closure period date prior to a shareholders' regular meeting. The duration of acceptance shall not be less than ten (10) days minimum.

A suggestion posed by a shareholder shall not exceed the maximum limit of three hundred Chinese characters. In case it is in excess of three hundred Chinese characters, that issue shall not be included into the agenda. A shareholder who poses a suggestion shall participate in the shareholders' regular meeting in person or through a proxy and shall participate in the discussion process for that issue.

The Company shall keep shareholders informed of the results of handling prior to the date to serve notices to the shareholders’ meeting and shall have the issues satisfactory to the requirements set forth under this Article enumerated in the notice. On the posed motions not covered into the agenda, the board of directors shall explain the reason why they are not entered during the shareholders’ meeting.

Article 4 ：

For each shareholders’ meeting, a shareholder may issue a written proxy in the Company printed form, bearing the scope of authorized power to appoint a proxy to attend the shareholders’ meeting on his or her behalf.

A shareholder may issue only one proxy form to appoint only one proxy. The proxy form shall be

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submitted to the Company five (5) days prior to the date scheduled for the meeting. In case two or more written proxy forms are received from one same shareholder, the first one received by the Company shall prevail. Except the preceding proxy is declared revoked.

In the event that a shareholder intends to participate in the shareholders’ meeting in person or by video to exercise voting power in writing or in electronic means after the proxy form is submitted to the Company, that shareholder shall notify the Company in writing to revoke the proxy two (2) days prior to the date scheduled for the meeting. Where that shareholder revokes beyond the specified timeframe, the voting power exercised by the authorized proxy shall prevail.

Article 5 ：

A shareholders’ meeting shall be convened at a venue where the Company is headquartered or a spot convenient to shareholders to participate and well oriented to convening a shareholders’ meeting. A shareholders’ meeting shall not start earlier than 9:00 a.m. or later than 3:00 p.m. On the venue and timepoint to convene a shareholders’ meeting, the opinions of the independent directors shall be taken into adequate account. When the Company holds a video shareholders' meeting, the Company shall not be restricted from the location described above.

Article 6 ：

The Company shall expressly specify in the notice of meeting the time for accepting the registration from shareholders, the location of the report and other key points for attention.

The time for accepting the registration from shareholders in the preceding paragraph shall be handled at least 30 minutes prior to the start of the meeting; the registration place shall be expressly marked and shall be adequately staffed with qualified personnel to handle the meeting.

Check-in for the video shareholders’ meeting shall be accepted at the shareholders’ meeting video conference platform 30 minutes prior to the commencement of the meeting. Shareholders who have completed the check-in are deemed to be present in person at the shareholders’ meeting. A shareholder himself or herself shall participate in the meeting based on the participation certificates, sign-in card or other participation related certificate(s). On the certificate(s) required for a shareholder to participate in a shareholders’ meeting, the Company shall not arbitrarily request provision of other supporting certificate (s). In case of solicitation of proxy forms, a solicitor shall present his or her identity certificate ready for verification.

The Company shall provide a sign-in book to facilitate the present shareholders to sign in or the present shareholders may submit their sign-in cards instead of the sign-in act.

The Company shall hand over the meeting handbook, annual report, attendance certificate, speech slips, voting ballots and other meeting materials to the present shareholders attending the shareholders’ meeting. In case of election for directors, election ballots shall be additionally attached. Where the government or juristic person is a shareholder, the representative participating in a

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shareholders’ meeting is not confined to one person. Where a juristic person is entrusted to participate in a shareholders’ meeting, If a shareholders' meeting is held by video conference, shareholders who wish to attend the meeting by video should register with the Company at least two days prior to the shareholders' meeting. If a shareholders' meeting is held by video conference, the Company shall upload the meeting handbook, annual report and other relevant information to the video conference platform at least 30 minutes prior to the start of the meeting, and continue to disclose them until the end of the meeting.

Article 6-1 ：

The Company shall convene a video meeting of the Shareholders' Meeting and shall specify the following matters in the Notice of Convocation of the Shareholders' Meeting ：

Methods for shareholders to participate in video meetings and exercise their rights.
The handling of obstacles arising from the video conference platform or the participation of video parties due to natural disasters, incidents or other force majeure circumstances includes at least the following matters ：
(1)The continuation of the pre-opening obstacle does not preclude the time of postponement or renewal of the meeting, and the date on which the assembly is postponed or renewed if it is necessary.
(2)Shareholders who have not registered to participate in the original shareholders' meeting by video are not allowed to participate in the adjourned or reconvened meeting.
(3)If a video-assisted shareholders' meeting cannot be adjourned, the shareholders' meeting shall continue if the total number of shares present reaches the legal quota for the shareholders' meeting after deducting the number of shares present at the shareholders' meeting by means of video, and the number of shares present at the shareholders' meeting by means of video shall be counted as the total number of shares present and deemed to be abstained for all motions at the shareholders' meeting.
(4)The handling of a situation in which the results of all motions have been announced and no extraordinary motion has been made.
In the event that a video shareholders' meeting is convened, the Company shall specify the appropriate alternative measures for shareholders who have difficulty participating in the shareholders' meeting by video.

Article 7 ：

A shareholders’ meeting convened by the board of directors` shall be chaired by the chairman. Where the chairman is on leave or unavailable to exercise his power, the vice chairman shall act as his substitute. In case of no vice chairman or where the vice chairman is on leave or unavailable to exercise his power either, the chairman shall appoint one director to act as the substitute. Where the chairman does not appoint a substitute, one director shall be elected from among themselves to act as the substitute. Where a director act as the chairperson as mentioned under the preceding Paragraph, such a director shall

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be one having served directorship for more than six(6) months with adequate awareness of the Company's financial conditions. This provision equally applies to an event where the chairperson is the representative of a juristic person director.

A shareholders’ meeting convened by the board of directors shall be chaired by the chairman in person. Such a shareholders’ meeting shall be attended by directors in one half majority of the total director seats in person where each functional committee shall participate in person with at least one representative. The facts of participation shall be recorded in the minutes of the shareholders’ meeting.

A shareholders’ meeting convened by a convener beyond the board of directors shall be chaired by that convener with convener power. In case of two or more conveners, one shall be elected from among themselves to chair the meeting.

The Company may appoint the retained Attorney(s)-at-Law, certified public accountant(s) or relevant personnel to participate in a shareholders’ meeting as a guest participant.

Article 8 ：

The Company shall record the shareholder registration process, the meeting process, and the vote counting process from the moment of accepting the shareholder registration into audio and videotape continually without an interruption.

The audio and videotape records mentioned under the preceding Paragraph shall be put into custody for one year minimum. Where involved in an issue with lawsuits lodged in accordance with Article 189 of the Company Act, nevertheless, the ballots shall be put under custody until the litigious process is ended.

If a shareholders' meeting is held by video conference, the Company shall keep records of the shareholders' registration, attendance, questions, voting and the Company's vote counting results, and shall continuously and uninterruptedly record and video tape the entire video conference.

The Company shall keep the aforementioned information and audio recordings for the duration of its existence and provide the audio recordings to the person entrusted to conduct the video conference for retention.

If the shareholders' meeting is held by video conference, the Company shall make audio recordings of the backstage operation interface of the video conference platform.

Article 9 ：

The participation in a shareholders’ meeting shall be counted based on the number of shares. The number of the participating shares shall be duly calculated based on the sign-in book or the presented sign-in cards and the number of shares reported to the video conferencing platform added with the number of shares wherewith the shareholders exercise voting powers in writing or by electronic means.

The chairperson shall call to order to the meeting as soon as time scheduled for the meeting is up and shall, meanwhile, promulgate the number of non-voting power and the number or shares represented by the present shareholders.

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In the event that the meeting is attended by shareholders representing one half majority outstanding shares that time, nevertheless, the chairperson may announce a postponement for the meeting. The postponements shall not exceed twice in maximum and the total duration of the postponements accumulated shall not exceed one hour maximum. In the event that after two postponements where the meeting is attended by shareholders representing less than one-third of the outstanding shares, the chairperson may announce that the meeting is aborted.

If the shareholders' meeting is held by video conference, the Company shall announce the meeting adjourned on the video conference platform of the shareholders' meeting.

If a shareholders' meeting is held by video conference, shareholders who wish to attend by video shall re-register with the Company in accordance with Article 6.

In case the participation is still below the specified quota after two postponements where the meeting is attended by shareholders representing more than one-third of the outstanding shares, a tentative resolution may be adopted in accordance with Article 175 of the Company Act. The tentative resolution shall be informed to all shareholders and the shareholders’ meeting shall be convened once more within one month.

In the event that the shares represented by the present shareholders are up to one half majority of the total outstanding shares before the current meeting ends, the chairperson may pose the adopted tentative resolution to the shareholders for resolution anew in accordance with Article 174 of the Company Act.

Article 10 ：

For a shareholders’ meeting convened by the board of directors, the agenda shall be fixed by the board of directors. The relevant motions (including extempore motions and an amendment to the original proposal) shall be resolved on a case-by-case basis. The meeting shall go ahead based on the scheduled agenda which shall not be changed unless duly resolved in the shareholders’ meeting.

To an event where the shareholders’ meeting is convened by a convener with convening power beyond the board of directors, the provision set forth under the preceding Paragraph shall equally apply.

Until the agenda issues scheduled under the two preceding Paragraphs (including extemporary motions) end, the chairperson shall not announce adjournment of the meeting straight. In the event that the chairperson violates the shareholders’ meeting procedure rules by announcing adjournment of the meeting, other members of the board of directors shall promptly help the present shareholders to elect one person to serve as the chairperson through the statutory procedures by one half majority vote of the present shareholders to chair and continue the meeting.

Toward the issues of the meeting and amendments or extemporary motion posed by shareholders, the chairperson shall grant adequate opportunities for explanation and discussion. Where the time is considered up for voting process, the chairperson may announce discontinuance from discussion and go

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into the voting process and shall, meanwhile, arrange a timeframe adequate for balloting.

Article 11 ：

Before a present shareholder deliver a speech, he or she shall first fill in the statement of speech, stating the main points of the speech, shareholder account number (or participation certificate number) and account name so that the chairperson will determine the order of his or her speech.

The present shareholder who has only delivered the speech note but does not deliver a speech shall be deemed to have not delivered a speech. Where the content actually spoken is found differing from the entry onto the speech note, the contents actually spoken shall prevail.

In case of an inquiry into an issue brought to report enumerated under the agenda, a present shareholder shall not speak up until all issues brought to report have been read out or reported in full by the chairperson or a person designated by the chairperson in full. Unless approved by the chairperson, each shareholder shall not speak up more than twice, not beyond five (5) minutes in each speech.

Toward the issues brought for acknowledgement, issues under discussion, election issues enumerated under the agenda as well as all motions in extemporary motions, the speech by each shareholder on the same motion shall not be more than twice, not beyond five (5) minutes in each speech.

Where a present shareholder violates the rules or speaks beyond the scope of the subject issue or violates the order of the meeting, the chairperson may stop his or her speech.

While a present shareholder delivers a speech, other shareholder(s) shall not interfere with the speech unless consented by the chairperson and the speaking shareholder. The chairperson shall stop the offender, if any.

Where a corporate shareholder appoints two or more representatives to participate in a shareholders’ meeting, only one shall be appointed among them can speak up on a same issue.

After a present shareholder completes his/her speech, the chairperson may reply either in person himself or through a designated person.

If a shareholders' meeting is convened by video conference, shareholders participating by video may ask questions by text on the video conference platform after the chairman announces the opening of the meeting and before the meeting is adjourned, and no more than two questions may be asked on each proposal, with each question limited to 200 words.

If the aforementioned questions do not violate the regulations or do not exceed the scope of the motion, the questions should be disclosed on the video conference platform of the shareholders' meeting for public information.

Article 12 ：

The voting process in a shareholders’ meeting shall be counted based on the number of shares. In the resolution process in a shareholders’ meeting, the number of shares without voting power shall not be counted into the total number of outstanding shares.

Where an issue in the shareholders’ meeting involves a shareholder in the interests of the shareholder

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himself or herself likely to be harmful to the Company's interests, that shareholder shall not participate in the voting process nor shall he or she exercise voting power on behalf of another shareholder.

The number of shares not entitled to voting power mentioned under the preceding Paragraph shall not be counted into the voting power of the present shareholders.

Except for a trust enterprise or a shareholder services agent approved by the competent authority over securities, when a same proxy is authorized by two or more shareholders simultaneously, the voting power represented by that proxy shall not exceed 3% of the aggregate total of outstanding shares. The voting power in excess shall not be counted.

Article 13 ：

A shareholder is entitled to one voting unit for each share held except for a share subject to restriction or a share without voting power as enumerated under Paragraph 2, Article 179 of the Company Act.

Where the Company convenes a shareholders’ meeting, the Company shall adopt electronic means or such means in writing to exercise the voting power. The methods to exercise the voting power shall be expressly stated onto the notices for the shareholders’ meeting. A shareholder who exercises voting power in writing or in electronic means shall be deemed to have participate in the shareholders’ meeting in person. Toward an extemporary motion or an amendment to the original motion in that shareholders’ meeting, nevertheless, that shareholder is deemed to be in abstention. Accordingly, the Company shall refrain from posing an extempore motion or an amendment to the original motion.

For those who exercise voting power in writing or electronically per the preceding paragraph, their expressions of intent shall be delivered to our Company two days prior to the date scheduled for the meeting. In the event of repetitions of expressions of intent, the first one shall prevail. Unless the preceding expression is declared withdrawn.

A shareholder who intends to participate in a shareholders’ meeting in person or by video after exercising voting power in writing or electronically shall withdraw the expression of intent in the same manner as exercising the voting power two (2) days prior to the date scheduled for the meeting. In the event that such a shareholder withdraws beyond the specified timeframe, the voting power exercised in writing or electronically shall prevail. Where a shareholder exercises voting power in writing or electronically and, as well, appoints a proxy through a proxy form to participate in a shareholders’ meeting, the voting power exercised by that proxy shall prevail.

Unless otherwise specified in the Company Act and these Articles of Incorporation, a motion shall be resolved with one half majority vote cast by the total number of present shareholders. In the voting process, the total number of voting power shall be announced by the chairperson or a person designated by the chairperson on a case-by-case basis before the shareholders cast votes for resolution on a case-by-case basis. On the date after the shareholders’ meeting is convened, the Company shall have the pros, cons and abstention results input into Market Observation Post System (MOPS).

Where a same motion bears amendment or replacement, the chairperson shall consolidate the amendment

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or replacement with the original motion to determine the order of the voting process.

Where one motion among them is passed, other motions are deemed vetoed without a need to vote once more.

The scrutineers and vote-counters for voting over proposals/motions shall be designated by the chairperson but the scrutineers shall be appointed from among shareholders.

The ballot counting operations for a voting process or election motion shall be conducted only inside the venue open to the public. The counting outcome shall be announced on-the-spot upon completion of the counting process, including the statistical power number which shall be worked out into written records. When the Company convenes a shareholders' meeting by video conference, shareholders participating by video shall vote on each motion and election motion through the video conference platform after the chairman announces the commencement of the meeting, and shall complete the voting before the chairman announces the end of the voting, and any delay shall be deemed to be an abstention.

If the shareholders' meeting is convened by video conference, the vote shall be counted in a single session and the voting and election results shall be announced after the chairman announces the close of voting.

When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall cancel their registration in the same manner as their registration two days prior to the shareholders' meeting; if they cancel their registration after the deadline, they may attend the shareholders' meeting by video only.

A shareholder who has exercised his or her voting rights in writing or electronically and has not revoked his or her intention to attend the shareholders' meeting by video means may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her voting rights on amendments to the original motion, except for a extraordinary motion.

Article 14 ：

Election of directors amidst a shareholders’ meeting, if any, shall be duly handled exactly in accordance with the Director Election Procedures enacted by the Company. The election outcome shall be announced on-the-spot, including the list of successfully elected directors, election votesthey won, list of unsuccessful candidates and the electoral votes that they won.

The election ballots amidst the election issue mentioned in the preceding Paragraph shall be closely sealed up and signed by the ballot scrutinizer(s) and shall be put under prudent custody for one year minimum. Where involved in an issue with lawsuits lodged in accordance with Article 189 of the Company Act, nevertheless, the ballots shall be put under custody until the litigious process is ended.

Article 15 ：

Decisions resolved in a shareholders’ meeting shall be worked out into the minutes which shall be signed and stamped with seal by the chairperson and shall be served to all shareholders within twenty (20) days

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after the meeting.

The distribution of the minutes as mentioned under the preceding Paragraph may be conducted by means of inputs into the Market Observation Post System (MOPS).

The minutes shall faithfully bear such entries as the month/day/year, venue of the meeting, name of the chairperson, method of resolution, progress of the agenda issues and outcome of revolution (including the number of statistical powers). In case of election of directors, the minutes shall disclose the ballots won by each and every candidate. The minutes shall be put into custody permanently throughout the period while the Company exists.

If a shareholders' meeting is convened by video conference, the minutes of the meeting shall, in addition to the matters required to be recorded in the preceding paragraph, also record the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and recorder, and the manner and circumstances under which the video conference platform or video participation is impeded due to natural disasters, events or other force majeure.

In addition to the aforementioned provisions, the Company shall convene a video shareholders' meeting and include in the minutes of the meeting alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by video means.

Article 16 ：

On the number of shares solicited by the solicitors and the number of shares under agency through the trusted proxies and number of shares of shareholders present by written or electronic means, the Company shall, on the very day when the shareholders’ meeting is convened, work out the Table of Statistics based on the specified format and expressly disclose the same inside the venue of the shareholders’ meeting. if a shareholders' meeting is held by video conference, the Company shall upload the aforementioned information to the video conference platform of the shareholders' meeting at least 30 minutes prior to the start of the meeting and continue to disclose the information until the end of the meeting.

The Company shall disclose the total number of shares of shareholders present on the video conference platform at the time the video meeting starts. The same applies if the total number of shares and voting rights of the shareholders present are also counted during the meeting.

Whenever a decision resolved in the shareholders’ meeting is deemed as a significant message as defined by the Taiwan Stock Exchange Corporation, the Company shall transmit such decision into the Market Observation Post System (MOPS) within the specified time limit.

Article 17 ：

The meeting staff in charge of a shareholders’ meeting shall wear identification certificates or armbands. The chairperson may direct pickets or security guard personnel to help secure order in the venue. When pickets or security guard personnel are on the scene to help maintain order, they should wear a "Picket" armband or identification card.

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Where the venue of the meeting is equipped with amplifying equipment, the chairperson may stop it whenever a shareholder does not use the equipment provided by the Company to speak.

Whenever a shareholder violates the Shareholders’ Meeting Procedure Rules and does not obey the chairperson's rectification and disturbs the meeting from proceeding, the picket or security personnel may, as instructed by the chairperson, ask such shareholder to leave the venue.

Article 18 ：

During the progress of a meeting, the chairperson may, at his discretion, announce a break for an appropriate period of time. Upon occurrence of a force majeure, the chairperson may rule to discontinue the meeting and announce the time to resume that meeting as the actual circumstances may justify.

Whenever by any reason the venue of the shareholders’ meeting becomes unable to be used for the meeting continuously (including extempore motion) before the meeting ends, the shareholders’ meeting may resolve a decision to find out another venue to continue the meeting.

The shareholders’ meeting may duly resolve in accordance with Article 182 of the Company Act to postpone the meeting or to resume the meeting within five (5) days.

Article 19 ：

If a shareholders' meeting is held by video conference, the Company shall disclose the voting results of each motion and election results on the video conference platform of the shareholders' meeting immediately after the close of voting in accordance with the regulations, and shall continue to disclose the results for at least fifteen minutes after the meeting is adjourned by the chairman.

Article 20 ：

When the Company holds a video shareholders' meeting, the chairman and the recorder shall be present at the same place in the country, and the chairman shall announce the address of such place at the time of the meeting.

Article 21 ：

If a shareholders' meeting is held by video conference, the Company may provide a simple connection test for shareholders before the meeting and provide related services immediately before and during the meeting to assist in handling technical problems of communication.

If a shareholders' meeting is convened by video conference, the chairman shall, at the time of calling the meeting to order, separately announce that, except for the circumstances specified in paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies that do not require the adjournment or continuation of the meeting, if the meeting is adjourned by the chairman due to natural disasters, events or other force majeure circumstances, and if the video conference platform or participation by means of video conferencing is impaired for a period of 30

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minutes or more, the date of the meeting shall be adjourned or renewed within five days, and the provisions of Article 182 of the Company Act shall not apply.

In the event of an adjournment or renewal of a meeting, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the adjourned or renewed meeting.

The number of shares, voting rights and election rights exercised at the original shareholders' meeting shall be counted as the total number of shares, voting rights and election rights of shareholders present at the adjourned or renewed meeting for those shareholders who have registered to attend the original shareholders' meeting by video message and have completed reporting for the meeting and have not attended the adjourned or renewed meeting.

If the shareholders' meeting is adjourned or reconvened in accordance with the second paragraph, it is not necessary to discuss and resolve again the motions for which voting and counting have been completed and the voting results or the list of directors elected have been announced.

When the Company holds a video-assisted shareholders' meeting and there is a failure to continue the video conference as stipulated in the second paragraph, if the total number of shares present still reaches the legal quota for the shareholders' meeting after deducting the number of shares present by video, the shareholders' meeting shall continue without any adjournment or renewal of the meeting as stipulated in the second paragraph.

In the event that a meeting should be continued as described in the preceding paragraph, the number of shares attended by shareholders participating in the shareholders' meeting by way of video shall be counted as the total number of shares of shareholders present, but shall be deemed to be abstained for all motions at that shareholders' meeting.

If the Company adjourns or renews a meeting in accordance with the second paragraph, the Company shall comply with the provisions set forth in Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and shall complete the relevant preliminaries in accordance with the date of the original shareholders' meeting and the provisions of the Article.

During the period specified in the latter part of Article 12 and paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, paragraph 2 of Article 44-5, Article 44-15, and paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of paragraph 2.

Article 22 ：

When the Company holds a video shareholders' meeting, the Company shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting by means of video.

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Article 23 ：

These Rules shall be put into enforcement after being resolved in the shareholders’ meeting.

This same provision shall apply to an event of amendment.

These Rules were duly enacted on June 20, 1998 ； Amended for 1st instance on 2002/6/28, Amended for 2nd instance on 2015/6/24, Amended for 3rd instance on 2020/6/17, Amended for 4th instance on 2021/7/27, Amended for 5th instance on 2022/6/22.

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Appendices III

Chun Yu Works & Co., Ltd. Shareholding by Directors

I. The Company has 302,162,700 outstanding shares for the time being.
II. According to Article 26 of the Securities and Exchange Act, and Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” ：
(I) Directors of the Company shall hold at least 12,086,508 shares in totality under law.
(II) The Company has established an Audit Committee that the requirement of shareholding by Supervisors is not applicable.
III. As of the period prior to the regular session of the General Meeting of Shareholders where transaction of shares is prohibited, the holding of shares by the Directors individually and collectively is specified below ：

			April 01, 2024
Title	Name	Number of shares	Ratio %
President	Bai Jia Yuan Investment Co., Ltd.	84,219,450	27.87
	Representative：Chen,Chi-Tai
Vice President	Bai Jia Yuan Investment Co., Ltd.	84,219,450	27.87
	Representative：Wong,Chung-Chun
Director	Taiwan Steel Group United Co., Ltd.	469,350	0.16
	Representative：Lin,Huei-Jeng
Director	Taiwan Steel Group United Co., Ltd.	469,350	0.16
	Representative：Wang,Chiung-Fen
Director	Taiwan Steel Group United Co., Ltd.	469,350	0.16
	Representative：Yan,Ching-Li
Director	Lee, Shih-Ho	3,352,397	1.11
Director	Bai Jia Yuan Investment Co., Ltd.	84,219,450	27.87
	Representative：Wu,Yi-Ching
Director	Bai Jia Yuan Investment Co., Ltd.	84,219,450	27.87
	Representative：Wu,Mei-Huei
Independent Director	Chien, Chin-Chen	-	-
Independent Director	Fang, Chen-Ming	-	-
Independent Director	Lee, Chin-Chang	-	-
	Total	88,041,197	29.14

128 -

AI assistant

CHUN YU — AGM Information 2024

51943_rns_2024-06-14_06f80d00-5bb8-4fa6-90f9-8a7951bc6a88.pdf

Table of Contents

Chun Yu Works & Co., Ltd. Procedures for Year 2024 shareholders’ regular meeting

Chun Yu Works & Co., Ltd. Agenda for Year 2024 shareholders’ regular meeting

Reported matters

I. Report on the Operations of 2023 ：

(III)Analyses into the capability in financial revenues and expenditures ：

(IV)Analysis of profitability ：

Audit Committee Review Report

III. Report on compensation for employees and remuneration for directors of 2023 ：

IV. Report on the endorsements and guarantees tendered in 2023 ：

V. Report on the cash dividends for distribution of 2023 profits ：

(I) Descriptions ：

VI. Report on 2023 directors' compensation.

(I) Descriptions ： Please refer to Attachment Ⅲ of the meeting agenda

Acknowledged matters

Motion No. I （ Proposed by the Board of Directors ）

Motion No. II （ Proposed by the Board of Directors ）

Matters for discussion

Motion No. I （ Proposed by the Board of Directors ）

Motion No. II （ Proposed by the Board of Directors ）

Extempore motions

Adjournment of the meeting

Attachment I

CHUN YU WORKS ＆ CO., LTD.

Chun Yu Works & Co., Ltd.

Appendices I

Chun Yu Works & Co., Ltd. Articles of Incorporation

Chapter I General Provision

Article 1 ：

Article 2 ：

Article 2-1 ：

Article 3 ：

Article 4 ：

Article 5 ：

Chapter II Shares of Stock

Article 6 ：

Article 6-1 ： (Deleted)

Article 7 ：

Article 8 ：

Article 9 ：

Article 10 ：

Article 13 ：

Chapter III General Meeting of Shareholders

Article 14 ：

Article 14-1 ：

Article 15 ：

Article 17 ：

Article 18 ：

Article 19 ：

Article 20 ：

Article 21 ：

Chapter IV Directors

Article 22 ：

Article 23 ：

Article 24 ：

Article 25 ：

Article 26 ：

Article 27 ：

Article 29 ：

Chapter V Functional Committees

Article 30 ：

Chapter VI Key Personnel

Article 34 ：

Article 35 ：

Chapter VII Accounting

Article 37 ：

Article 38 ：

Article 39 ：

Article 39-1 ：

CHUN YU WORKS ＆ CO., LTD.

Chapter VIII Miscellaneous

Article 40 ：

Article 43 ：

Appendices II

Chun Yu Works & Co., Ltd. Shareholders’ Meeting Procedure Rules

Article 1 ：

Article 2 ：

CHUN YU AGM Information 2024