CMC - AGM Information 2026 | FinancialReports.eu

==> picture [67 x 68] intentionally omitted <==

Stock code：2204

China Motor Corporation 2026 Annual Shareholders’ Meeting

MEETING AGENDA

(Translation)

Notice to Readers

The Meeting Agenda has been translated into English from the original Chinese version. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.

Meeting Agenda ......................................................................................................... 1 Reporting matters ....................................................................................................... 2 Acknowledgements .................................................................................................... 9 Discussions .............................................................................................................. 11 Motions .................................................................................................................... 15

Attachments	Attachments
I.	Independent Auditors’ Report and 2025 Consolidated Financial
	Statements ...................................................................................................... 16
II.	Independent Auditors’ Report and 2025 Financial Statements ........................ 28
III.	2025 Earnings Distribution Statement ............................................................ 38
IV.	Comparison Table for the Articles of Incorporation Before and After
	Revision ......................................................................................................... 39

Appendix I. Rules and Procedures of Shareholders’ Meeting ............................................. 40 II. Current Shareholdings of Directors ................................................................ 45 III. Articles of Incorporation ................................................................................ 46

China Motor Corporation 2026 Annual Shareholders’ Meeting Agenda

Method of Meeting: Physical Shareholders’ Meeting

Time: 10:00 AM, May 29, 2026

Place: 1F, No. 3, Sec. 3, Chung Hsing Road, Xindian District, New Taipei City (the Dome Theater)

Meeting Agenda:

I. Call the Meeting to Order
II. Chairman’s Address
III. Reporting matters
The 2025 Business Report
The 2025 Audit Committee Report
The Endorsements and Guarantees Report
The 2025 Significant Related-Party Transactions Report
The 2025 Distribution of Employee Bonus and Director Compensation Report
The 2025 Cash Dividend Report
IV. Acknowledgements
Adoption of the 2025 Business Report and Financial Statements
Adoption of the 2025 Earnings Distribution Proposal
V. Discussions
Approval of Amendments to the Company’s Articles of Incorporation
Approval of Proposal for the Dilution Plan of the Company’s Shareholding in its Indirect Subsidiary GreenTrans Corporation
VI. Motions
VII. Adjournment

Reporting matters

I. The 2025 Business Report

CMC Business Report

For the year 2025, the Company recorded consolidated operating revenue of NT$32,092 million, consolidated operating income of NT$1,137 million, and consolidated net income after tax of NT$3,188 million, with earnings per share (EPS) of NT$5.47. The principal business segments and operating performance are summarized as follows:

Automotive Business Centered on Proprietary Technology, Strengthening Localization and Multi-Brand Competitiveness

Taiwan automotive market and the Company’s sales performance:

Looking back at 2025, the Taiwan automotive market faced significant challenges. The introduction of new U.S. tariff policies created a high degree of uncertainty, resulting in a cautious market sentiment. Although sales showed a modest recovery following the implementation of favorable commodity tax policies, total market volume for the year reached only 414,000 units, representing a decline of 9.6% compared with the prior year.

Amid the overall adverse market environment, the Company’s proprietary-brand commercial vehicles benefited from new model launches and enhanced product competitiveness, with total deliveries increasing by 19.7% year-on-year, bucking the overall market trend and becoming an important driver of stable operations. However, the passenger vehicle segment continued to be affected by unfavorable market conditions, and the MG brand adjusted its rollout pace in response to government localization policies, resulting in relatively lower sales. The Company’s total domestic sales volume for the year was 43,000 units (including OEM and imported vehicles), representing a decrease of 17.3% compared to the prior year.

The Company continues to deepen its dual-track strategy of “proprietary R&D commercial vehicles” and “multi-brand passenger vehicles,” while optimizing its product portfolio. During the past year, several new models were launched:

In the commercial vehicle segment, the new-generation light commercial vehicle J SPACE enhanced its equipment specifications and expanded its product lineup to include two-tone special editions and eight-seat variants, effectively sustaining market momentum and expanding market presence. In addition, in the third quarter of last year, the Company officially launched the

all-new 3.5-ton electric commercial vehicle ET35, which was independently designed and developed. The model integrates nearly one hundred local suppliers and achieves a localization rate exceeding 90%, fully demonstrating the Company’s capabilities in complete vehicle integration and system development, and representing a concrete contribution to advancing the technological upgrading of Taiwan’s electric and intelligent automotive supply chain. At present, the ET35 has been adopted by major logistics operators for fleet operations and is also being used in a smart electric resource-recycling vehicle demonstration program. This initiative provides a concrete response to the government’s 2050 net-zero transition policy, while enabling both the industry and the Company to build critical capabilities and strengthen their competitive foundation in future green transportation and emerging technology trends.

In the passenger vehicle segment, the MG brand launched the G50 PLUS, featuring a full-size seven-seater configuration, flexible cabin layout, and competitive power performance, thereby reinforcing product differentiation. Meanwhile, the Mitsubishi Motors brand introduced the all-new SUV model X FORCE in the fourth quarter. Leveraging joint efforts between both parties’ R&D teams, the model is tailored to Taiwan’s road conditions and consumer preferences, incorporating class-leading advanced driver assistance systems (ADAS) and achieving improvements in power output as well as noise, vibration, and harshness (NVH) performance, thereby enhancing overall product competitiveness. This also demonstrates that the Company’s proprietary R&D capabilities have gained recognition from international brands and possess long-term value for cross-brand application.

Deepening AI Strategy Applications to Drive Improvements in Product Development, Quality, and Operational Efficiency

In terms of organizational operations, the Company is actively advancing its “AI transformation” and implementing a “company-wide AI enablement” program. By integrating cross-functional hardware and software expertise, the Company has achieved tangible results across various value chain activities:

On the R&D and production front, the Company has deepened the application of aerospace-grade laser-scanning 3D measurement technologies to accurately digitize physical data, enabling real-time, high-precision visualized management and effectively shortening new vehicle development cycles. Generative AI has been utilized to build an NVH knowledge base, fully incorporating professional theories and organizational experience to rapidly generate effective solutions. The Company has also successfully integrated AIbased visual recognition with robotic arms, applying deep learning for real-time quality inspection and monitoring, and has scaled this application across production lines at two plants. In addition, AI-based electronic fencing and drone inspection systems have been implemented to enhance workplace safety and ensure effective equipment inspection.

On the operations and talent front, AI chatbots and intelligent tools have been widely adopted to improve customer service efficiency and organizational agility, significantly reducing repetitive manual tasks. These tools also support employee development by providing capability gap analysis and training plans aligned with career pathways. Furthermore, AI is used to produce multimedia training materials, accelerating the enrichment of internal training resources. In addition, the Company completed the establishment of a data middle platform last year, building a robust data infrastructure and strengthening information security governance, thereby providing secure support for AI and data applications.

Creating Cross-Industry Business Opportunities and Value Through the Application of Core Technologies to Develop New Business Segments

In addition to its automotive business, the Company has successfully extended its core technologies into a new business segment of “high-tech industrial automation equipment,” providing a range of customized and innovative solutions for high-tech enterprises. The Company continues to leverage advanced technologies such as AI and Digital Twin to develop new high value-added products. This strategic deployment not only demonstrates the Company’s ability and resilience in applying its vehicle and key component technologies across industries, thereby expanding the potential growth momentum of new business segments, but also provides concrete and longterm support for enhancing the overall competitiveness of Taiwan’s industries.

Advancing Sustainable Governance With Multiple Benchmark ESG Recognitions

While continuing to enhance its technological capabilities and product competitiveness, the Company has also actively advanced its ESG initiatives. In 2025, the Company achieved outstanding overall performance, marking its 11th consecutive year ranking among the top 5% in the Corporate Governance Evaluation. It was also awarded third place in the “CommonWealth Magazine Excellence in Corporate Social Responsibility Award” (Large Manufacturing Enterprises category) and was selected as a constituent of both the “FTSE4Good TIP Taiwan ESG Index” and the “Taiwan Corporate Governance 100 Index.” In terms of social engagement, the Company swiftly launched the “Guangfu Project” to support transportation and community recovery efforts in Hualien following the earthquake, further strengthening its local engagement. In the area of human capital development, the Company’s comprehensive, allage workforce strategy, “Family Well-being 360°,” was awarded first place in the “CommonWealth Talent Sustainability Award” (Large Manufacturing Enterprises category), as well as the “Parenting Family-Friendly Workplace Award” for two consecutive terms, further reinforcing brand trust and corporate value.

Responding Prudently to Challenges and Strengthening the Drivers of Sustainable Growth to Deliver Long-term Shareholder Value

Amid a rapidly evolving global environment, intensifying market competition, and increasingly diverse consumer mobility needs and lifestyles, the Company will continue to anchor its development on “technological selfreliance.” It will steadily advance its product strategies for own-brand commercial vehicles and multi-brand passenger vehicles. Through the introduction and development of new vehicle models, intelligent upgrades, and the localization of R&D and supply chain deployment for key components, the Company aims to build a competitive product portfolio and expand its business scale.

Looking ahead, the Company will continue to build on its existing foundation by accelerating its AI transformation, deepening technology-driven value creation, and strengthening its medium- to long-term growth momentum and sustainability resilience. The Company will respond prudently to evolving challenges while delivering long-term value to shareholders and rewarding their continued support through sustained profitability and growth!

Chairman: Li-lien Chen Yen

Manager: Hsin-Cheng Tseng

Accounting Supervisor: Chun-Ching Liao

II. The 2025 Audit Committee Report

China Motor Corporation

Audit Committee's Review Report for 2025

The Company’s 2025 Financial Statements and the Consolidated Financial Report which were audited by You-Cheng Hsin and Chih-Ming Shao of Deloitte & Touche. The Business Report and Earnings Distribution proposal have been reviewed by the Audit Committee members of the Company and determined to be correct and accurate. This is hereby reported in accordance with Article14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Please verify the audit and review results.

To The 2026 Annual Shareholders’ Meeting

China Motor Corporation

Chairman of the Audit Committee：Shiou-Lian Lin

Date: March 10, 2026

III. The Endorsements and Guarantees Report

The Company had no endorsements and guarantees for others as of December 31, 2025.

IV. The 2025 Significant Related-Party Transactions Report

(1) According to the Company’s “Regulations Governing Related Party Transactions”, the Company’s significant related party transactions shall be reported to the next shareholders’ meeting after the end of the fiscal year.
(2) For the Company’s significant related party transactions in 2025, please refer to the following table:

Types	Company Name	Amount	Related Party Category
Significant Sales	Fortune Motors Co., Ltd.	NT$ 18.192 billion	Associate

V. The 2025 Distribution of Employee Bonus and Director Compensation Report

(1) Pursuant to Article 27 of the Company’s Articles of Incorporation, no less than 0.1% of the Company’s annual profits shall be allocated as employee remuneration., of which no less than 0.05% shall be distributed to entrylevel employees, and no more than 0.5% shall be allocated as directors’ remuneration.
(2) For 2025, the Company recorded pre-tax profit before the allocation of employee remuneration and directors’ remuneration of NT$2,897 million. It is proposed that NT$29.025 million be distributed as employee remuneration in cash, including an estimated NT$15.385 million allocated to entry-level employees, and NT$14.486 million as directors’ remuneration.
(3) In addition to said employees’ remuneration, the Company will also grant incentive bonuses such as three major festivals’ bonus, yearly bonus, and performance bonus for management team’s growth to encourage employees to create better performance for the Company and its shareholders.
(4) The Company’s 2025 employee/director remuneration had been approved by the Remuneration Committee and Board of Directors in March 2026.

VI. The 2025 Cash Dividend Report

(1) In accordance with Article 27 of the Company’s Articles of Incorporation, the Company proposes to distribute cash dividends of NT$3.6 per share, amounting to NT$1,993,033 thousand for the year FY2025, and authorizes the Board of Directors to resolve the distribution of dividends.
(2) The base date for cash dividend distribution is July 31, 2026 and the cash dividend payment date is August 28, 2026.
(3) If the above-mentioned dividend distribution rate affects the number of outstanding shares on the base date of dividend distribution due to the Company’s repurchase of shares or transfer of treasury shares to employees, the Chairman is authorized to adjust the dividend distribution rate to shareholders.
(4) The motion to distribute cash dividends from the FY2025 earnings was approved by the Company’s Board of Directors in March 2026.

Acknowledgements

Proposal 1

Proposed by the Board of Directors

Subject: Adoption of the 2025 Business Report and Financial Statements

Explanation:

The Company’s 2025 Financial Statements were audited by You-Cheng Hsin and Chih-Ming Shao of Deloitte & Touche. The above-mentioned Financial Statements along with the Business Report have been reviewed by the Audit Committee members of the Company and determined to be correct and accurate and the review report has been presented.
The 2025 Business Report (page 2-5) and Financial Statements are attached. Please refer to Attachments I and II (page 16-37).
Please proceed with the acknowledgement.

Resolution:

Proposed by the Board of Directors

Proposal 2

Subject: Adoption of the 2025 Earnings Distribution Proposal

Explanation:

In accordance with the 2025 Financial Statements and the Article 27 of the Articles of Incorporation, the 2025 Earnings Distribution Statement is presented. Please refer to Attachment III (page 38).
Please proceed with the acknowledgement.

Resolution:

Discussions

Proposal 1

Proposed by the Board of Directors

Subject: Approval of Amendments to the Company’s Articles of Incorporation

Explanation:

Pursuant to Article 4, Paragraph 3 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers, all listed companies shall, starting from 2027, have independent directors comprising no less than one-third of the total number of board seats. Accordingly, the Company proposes to amend Articles 13 and 31 of its Articles of Incorporation.
Please refer to Attachment IV (page 39) for comparison table for the provisions before and after the revisions.
Please proceed with the discussion.

Resolution:

Proposal 2

Proposed by the Board of Directors

Subject: Approval of Proposal for the Dilution Plan of the Company’s Shareholding in its Indirect Subsidiary GreenTrans Corporation

Explanation:

To enhance the competitiveness of the Company’s indirect subsidiary, GreenTrans Corporation (hereinafter referred to as “GreenTrans”), in the semiconductor automation equipment market, the Company proposes to pursue GreenTrans’s application for listing on the TWSE or TPEx, in order to facilitate the acquisition of resources required for operational development and to attract and retain professional talent.
In connection with GreenTrans’s proposed application for listing, the Company shall handle the relevant matters in accordance with the following:
(1) In the event that GreenTrans applies to list on the TWSE, the Company shall comply with Article 19, Paragraph 1, Subparagraph 3 of the “Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings.” The aggregate shareholding in GreenTrans held by the Company and all its subsidiaries, as well as the directors, supervisors, representatives of the aforementioned entities, and shareholders holding more than 10% of the Company’s total issued shares, together with their related parties, shall not exceed 70% of GreenTrans’s total issued shares. Any excess shall be reduced to below 70% through a pre-listing public sale of shares.
(2) In the event that GreenTrans applies for TPEx listing, the Company shall comply with Article 3, Paragraph 1, Subparagraph 4 of the “Taipei Exchange Supplemental Rules Governing Applications by Group Enterprises for TPEx Listing of Stock.” The aggregate shareholding in GreenTrans held by the Company and all its subsidiaries, as well as the directors, supervisors, representatives of the aforementioned entities, and shareholders holding more than 10% of the Company’s total issued shares, together with their related

parties, shall not exceed 70% of GreenTrans’s total issued shares.

To comply with the above requirements, prior to GreenTrans’s application for listing, the Company may, in one or more tranches, reduce its shareholding in GreenTrans or waive its right to participation in GreenTrans’s cash capital increase through the following methods:
(1) Method 1: The Company may, in one or more tranches, reduce its shareholding in GreenTrans by disposing of shares. The disposal price shall not be lower than the net asset value per share as shown in GreenTrans’s most recent financial statements audited or reviewed by a CPA prior to the board resolution approving such disposal. The shares shall be offered to all shareholders of the Company, who shall have pre-emptive subscription rights in proportion to their shareholdings. In the event of undersubscription or waiver by the Company’s shareholders, the Company shall seek subscriptions from specific persons, giving priority to employees and management teams of the Company and its affiliated enterprises, as well as investors beneficial to GreenTrans’s operational development. The actual disposal price, number of shares, identification of specific subscribers, and execution schedule shall be determined by the Company’s Board of Directors in consideration of market conditions and operational conditions.
(2) Method 2: The Company may waive its right to participation in GreenTrans’s cash capital increase. The issue price of such capital increase shall not be lower than the net asset value per share as shown in GreenTrans’s most recent financial statements audited or reviewed by a CPA prior to the board resolution approving the capital increase. Taking into account GreenTrans’s operational development and the need to attract and retain professional talent to enhance operational performance, and except for the statutory reservation of 10% to 15% of the new shares for subscription by employees of GreenTrans and its controlling companies, the Company may waive its subscription rights to such capital increase. Such shares shall first be offered to all shareholders of the Company in proportion to their shareholdings. In the event of undersubscription or waiver by the Company’s shareholders, GreenTrans shall seek subscriptions from specific persons, giving priority to employees and management teams of the

Company and its affiliated enterprises, as well as investors beneficial to GreenTrans’s operational development. The actual issue price, number of shares, identification of specific subscribers, and execution schedule for the capital increase shall be determined by GreenTrans’s Board of Directors in consideration of market conditions and its operational conditions.

In connection with GreenTrans’s future application for emerging stock registration or listing on the TWSE or TPEx, the Company shall, in accordance with applicable laws and relevant listing regulations, allocate shares for subscription by securities firms and for over-allotment. The number of shares and pricing shall be jointly determined with the underwriters based on applicable regulations, market conditions, and operational conditions at the time.
It is proposed that the shareholders’ meeting authorize the Company’s Board of Directors to fully handle all matters relating to the above share disposal plan for GreenTrans and the waiver of participation in its cash capital increase.
Please proceed with the discussion.

Resolution:

Motions

Adjournment

Attachment I

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders China Motor Corporation

Opinion

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

In our opinion, based on our audits and the reports of other auditors (refer to the other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2025 is described as follows:

Revenue Recognition of Domestic Sales of Four wheeled Vehicles from Major Customers

The revenue of the Group from domestic sales of four-wheeled vehicles is material to its consolidated financial statements, and the sales are concentrated among major customers. Therefore, we identified

the occurrence of revenue recognition from domestic sales of four-wheeled vehicles from major customers as a key audit matter.

Our audit procedures performed in respect of revenue recognition included the following:

We discussed with management to obtain an understanding of the accounting policy for recognizing revenue coming from domestic sales of four-wheeled vehicles from major customers and determined that such policy was appropriate and consistently applied.
We obtained an understanding of the internal controls on revenue recognition of domestic sales of four-wheeled vehicles, evaluated the design of the controls and tested the operating effectiveness of such controls. We also verified the authenticity of sales transaction-related documentary evidence.
We selected samples, checked the relevant receipts and confirmed that revenue from the domestic sales of four-wheeled vehicles from major customers was recognized when the control of the goods was transferred to the customer and the performance obligations were satisfied.

Other Matter

In the consolidated financial statements of China Motor Corporation and its subsidiaries, the financial statements of Kian Shen Corporation and its subsidiaries as of and for the years ended December 31, 2025 and 2024 were audited by other auditors. Our conclusion, insofar as it relates to the amounts included for Kian Shen Corporation and its subsidiaries, is based solely on the reports of the other auditors. The total assets of Kian Shen Corporation and its subsidiaries were NT$5,706,339 thousand and NT$5,855,907 thousand, representing 10.6% and 10.9% of consolidated total assets as of December 31, 2025 and 2024, respectively. The operating revenue of the subsidiary was NT$1,245,660 thousand and NT$1,458,634 thousand, representing 3.9% and 3.7% of consolidated total operating revenue for the year ended December 31, 2025 and 2024, respectively.

The financial statements of Mercedes-Benz Vans Hong Kong Ltd., Guangzhou NTN-Yulon Drivertrain Co., Ltd., Xiangyang NTN-Yulon Drivertrain Co., Ltd. and Tokio Marine Newa Insurance Co., Ltd. as of and for the year ended December 31, 2025 and 2024, which were investments accounted for using the equity method of the Group, were audited by other auditors. Our opinion, insofar as it relates to the amounts included for these investees in the Group’s consolidated financial statements, is based solely on the reports of the other auditors. As of December 31, 2025 and 2024, the aforementioned investments accounted for using the equity method amounted to NT$8,205,208 thousand and NT$7,575,776 thousand, respectively, representing 15.2% and 14.1%, respectively, of the Group’s total assets. For the years ended December 31, 2025 and 2024, the Group’s share of comprehensive income of the aforementioned investments accounted for using the equity method amounted to NT$1,291,734 thousand and NT$1,497,746 thousand, respectively, representing 39.8% and 29.8%, respectively, of the Group’s consolidated total comprehensive income.

We have also audited the parent company only financial statements of China Motor Corporation as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion with the other matter section.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.If we conclude that a material uncertainty exists, we are required to draw attention in our

auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are You-Cheng Hsin and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 16, 2026

Notice to Readers

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

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

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss (Notes 4 and 7) Financial assets at amortized cost (Notes 4, 9, 10 and 32) Financial assets for hedging (Notes 4 and 11) Notes and accounts receivable, net (Notes 4 and 12) Trade receivables from related parties (Notes 4 and 31) Other receivables Inventories (Notes 4 and 13) Prepayments (Note 31) Other current assets (Notes 4, 24 and 26) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Notes 4 and 7) Financial assets at fair value through other comprehensive income (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 16) Property, plant and equipment (Notes 4, 17, 25, 31 and 32) Right-of-use assets (Notes 4, 18 and 31) Investment properties (Notes 4, 19 and 32) Intangible assets under development (Notes 4, 25 and 31) Deferred tax assets (Notes 4 and 26) Other non-current assets (Notes 4, 17 and 22) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) Short-term bills payable (Note 20) Notes and accounts payable Trade payables to related parties (Note 31) Other payables (Notes 4 and 21) Current tax liabilities (Notes 4 and 26) Lease liabilities (Notes 4, 18 and 31) Other current liabilities (Notes 4, 7, 11, 24, 31 and 33) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 26) Lease liabilities (Notes 4, 18 and 31) Net defined benefit liabilities (Notes 4 and 22) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4 and 23) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized valuation gain on financial assets at fair value through other comprehensive income Gain (loss) on hedging instruments (Note 11) Total other equity Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS (Notes 15 and 23) Total equity TOTAL		2025 Amount % $ 3,700,569 7 62,705 - 260,237 1 540,359 1 1,167,392 2 1,453,132 3 63,208 - 5,872,238 11 957,799 2 253,695 - 14,331,334 27 591,186 1 430,200 1 25,933,861 48 9,574,371 18 338,256 1 1,257,492 2 1,069,543 2 243,446 - 271,523 - 39,709,878 73 $ 54,041,212 100 $ 4,280,000 8 29,990 - 2,570,412 5 654,033 1 2,481,716 5 268,025 1 66,895 - 800,691 1 11,151,762 21 758,938 1 262,421 1 64,496 - 50,670 - 1,136,525 2 12,288,287 23 5,536,203 10 7,458,794 14 10,926,422 20 1,025,833 2 13,030,645 24 24,982,900 46 (389,696) (1) 287,093 1 13,726 - (88,877) - 37,889,020 70 3,863,905 7 41,752,925 77 $ 54,041,212 100		2024
				Amount % $ 5,426,857 10 100,939 - 270,621 1 53,080 - 1,123,556 2 1,169,689 2 117,127 - 5,783,334 11 992,467 2 498,337 1 15,536,007 29 561,417 1 315,412 1 25,567,360 48 8,678,667 16 139,748 - 1,272,026 2 989,321 2 257,954 - 303,032 1 38,084,937 71 $ 53,620,944 100 $ 3,200,000 6 559,748 1 2,404,377 5 722,800 1 2,830,820 5 906,661 2 37,748 - 902,890 2 11,565,044 22 772,665 2 104,979 - 187,905 - 55,420 - 1,120,969 2 12,686,013 24 5,536,203 10 7,454,640 14 10,515,348 19 1,025,833 2 12,689,524 24 24,230,705 45 (290,326) - 177,689 - (2,553) - (115,190) - 37,106,358 69 3,828,573 7 40,934,931 76 $ 53,620,944 100

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 24 and 31) Net sales Other operating revenue Total operating revenue OPERATING COSTS (Notes 13, 25 and 31) Cost of goods sold Other operating costs Total operating costs GROSS PROFIT (UNREALIZED) REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 25 and 31) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit of associates and joint ventures (Notes 4 and 16) Interest income Dividend income (Note 8) Other income (Note 30) Gain on financial instruments at fair value through profit or loss Interest expense (Note 31) Other expense (Note 34) Net foreign exchange gain (loss) Impairment loss (Notes 4, 17 and 25) Expected credit gain (loss) (Note 10) Total non-operating income and expenses		2025 Amount % $ 30,675,163 96 1,417,004 4 32,092,167 100 26,095,774 81 1,134,969 4 27,230,743 85 4,861,424 15 4,237 - 4,865,661 15 581,057 1 923,210 3 2,224,264 7 3,728,531 11 1,137,130 4 1,981,132 6 91,078 - 76,477 - 92,996 - 15,748 - (52,890) - (15,271) - (52,499) - (45,822) - (40,731) - 2,050,218 6		2024
				Amount % $ 37,979,150 97 1,264,046 3 39,243,196 100 32,446,546 82 1,088,411 3 33,534,957 85 5,708,239 15 (4,653) - 5,703,586 15 917,779 2 1,049,587 3 2,013,483 5 3,980,849 10 1,722,737 5 2,825,086 7 119,771 - 14,010 - 35,348 - 15,871 - (14,395) - (105,711) - 53,418 - (127,452) - 2,116 - 2,818,062 7

(Continued)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 26) NET PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS GAIN FROM DISCONTINUED OPERATIONS (Notes 14 and 28) NET PROFIT FOR THE YEAR (Note 13) OTHER COMPREHENSIVE INCOME (LOSS) (Note 4) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 22) Unrealized gain on investments in equity instruments designated as fair value through other comprehensive income (Note 23) Gain (loss) on hedging instruments (Notes 11 and 23) Share of other comprehensive income of associates accounted for using the equity method (Notes 16 and 23) Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 26) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations (Note 23) Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method (Notes 16 and 23) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR		2025 Amount % $ 3,187,348 10 (477) - 3,187,825 10 - - 3,187,825 10 64,952 - 126,414 - (76,254) - 27,143 - 2,260 - 7,710 - (92,512) - 59,713 - $ 3,247,538 10		2024
				Amount % $ 4,540,799 12 324,428 1 4,216,371 11 23,260 - 4,239,631 11 (86,568) - 190,291 1 188,046 - 120,792 - (20,296) - 87,708 - 301,321 1 781,294 2 $ 5,020,925 13 (Continued)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 27) From continuing and discontinued operations Basic Diluted From continuing operations Basic Diluted		2025 Amount % $ 2,985,708 9 202,117 1 $ 3,187,825 10 $ 3,029,215 9 218,323 1 $ 3,247,538 10 $ 5.47 $ 5.47 $ 5.47 $ 5.47		2024
				Amount % $ 4,006,787 10 232,844 1 $ 4,239,631 11 $ 4,700,627 12 320,298 1 $ 5,020,925 13 $ 7.34 $ 7.33 $ 7.30 $ 7.29

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

(Concluded)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

BALANCE ON JANUARY 1, 2024 Appropriation of the 2023 earnings Legal reserve Cash dividends distributed by the Corporation Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Cash dividends distributed by subsidiaries Net profit for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024, net of income tax Total comprehensive income for the year ended December 31, 2024 Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates Basis adjustment to loss on hedging instruments BALANCE ON DECEMBER 31, 2024 Appropriation of the 2024 earnings Legal reserve Cash dividends distributed by the Corporation Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Cash dividends distributed by subsidiaries Net profit for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax Total comprehensive income (loss) for the year ended December 31, 2025 Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates Basis adjustment to gain on hedging instruments BALANCE ON DECEMBER 31, 2025			Equity Attributable to Owners of the Corporation	Equity Attributable to Owners of the Corporation	Total Non-controlling Interests $ 35,819,359 $ 3,678,355 - - (3,321,722 ) - 2,847 - - (170,080 ) 4,006,787 232,844 693,840 87,454 4,700,627 320,298 - - (94,753) - 37,106,358 3,828,573 - - (2,325,206 ) - 3,902 - - (182,991 ) 2,985,708 202,117 43,507 16,206 3,029,215 218,323 - - 74,751 - $ 37,889,020 $ 3,863,905	Total Equity $ 39,497,714 - (3,321,722 ) 2,847 (170,080 ) 4,239,631 781,294 5,020,925 - (94,753) 40,934,931 - (2,325,206 ) 3,902 (182,991 ) 3,187,825 59,713 3,247,538 - 74,751 $ 41,752,925
	Ordinary Shares Number of Shares (In Thousands) Amount Capital Surplus 553,620 $ 5,536,203 $ 7,452,065 - - - - - - - - 2,575 - - - - - - - - - - - - - - - - - - 553,620 5,536,203 7,454,640 - - - - - - - - 4,154 - - - - - - - - - - - - - - - - - - 553,620 $ 5,536,203 $ 7,458,794		Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 10,004,698 $ 1,025,833 $ 12,411,153 510,650 - (510,650 ) - - (3,321,722 ) - - 272 - - - - - 4,006,787 - - 412 - - 4,007,199 - - 103,272 - - - 10,515,348 1,025,833 12,689,524 411,074 - (411,074 ) - - (2,325,206 ) - - (252 ) - - - - - 2,985,708 - - 41,926 - - 3,027,634 - - 50,019 - - - $ 10,926,422 $ 1,025,833 $ 13,030,645	Other Equity Exchange Differences on Translating the Financial Statements of Unrealized Valuation Gain on Financial Assets at Fair Value Through Other Gain (Loss) on Foreign Operations Comprehensive Income Hedging Instruments $ (599,707 ) $ 44,372 $ (55,258 ) - - - - - - - - - - - - - - - 309,381 236,589 147,458 309,381 236,589 147,458 - (103,272 ) - - - (94,753) (290,326 ) 177,689 (2,553 ) - - - - - - - - - - - - - - - (99,370) 159,423 (58,472) (99,370) 159,423 (58,472) - (50,019 ) - - - 74,751 $ (389,696) $ 287,093 $ 13,726
	Number of Shares (In Thousands) 553,620 - - - - - - - - - 553,620 - - - - - - - - - 553,620

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax from continuing operations

Income before income tax from discontinued operations

Income before income tax

Adjustments for
Depreciation expense
Amortization expense
Expected credit loss recognized (reversed)
Net gain on fair value change of financial instruments at fair
value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures accounted for
using the equity method

Net loss (gain) on disposal of property, plant and equipment
Gain on disposal of investment
Impairment loss recognized on non-financial assets
Unrealized (realized) gain on transactions with associates
Unrealized loss (gain) on foreign currency exchange
Gain on lease modifications
Loss on recognition of provisions
Changes in operating assets and liabilities
Financial instruments at fair value through profit or loss
Notes and accounts receivable
Trade receivables from related parties
Other receivables
Inventories
Prepayments
Other current assets
Notes and accounts payable
Trade payables to related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from refund of the capital reduction of financial assets
at fair value through other comprehensive income
Acquisition of financial assets at amortized cost

2025
2024
$ 3,187,348
$ 4,540,799
-

23,260
3,187,348
4,564,059
872,886
787,368
213,414
200,069
39,609
(7,478)
(15,748)
(15,871)
52,890
14,395
(91,078)
(120,195)
(76,477)
(14,010)
(1,981,132) (2,825,086)
(5,932)
6,013
-
(74,298)
56,080
206,365
(4,237)
4,653
(75,183)
121,980
(129)
(21)
605
77,474
24,125
21,323
(44,571)
698,715
(283,388)
(84,290)
31,789
(27,568)
(6,276) (1,514,989)
34,668
(198,384)
8,428
63,168
165,825
(835,915)
(69,329)
(64,859)
(346,390)
(263,837)
(109,000)
129,594
(58,457)

(120,216)
1,520,340
728,159
(418,039)

(469,746)
1,102,301

258,413
11,626
-
(330,805)
(271,592)
(Continued)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Proceeds from repayment of principal of financial assets at
amortized cost

Disposal of subsidiaries
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease (increase) in other non-current assets
Interest received
Dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Increase (decrease) in short-term bills payable
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Decrease in other non-current liabilities
Cash dividends paid

Interest paid
Non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR

2025
2024
$ 341,189
$ 380,762
-
98,969
(1,865,846) (1,870,823)
17,604
18,209
(235,698)
(296,970)
89,893
(139,752)
87,837
120,517
1,605,553
2,216,208
(278,647)

255,528
1,080,000
2,640,000
(530,000)
539,756
-
(51,563)
(69,405)
(62,395)
(4,750)
(6,872)
(2,325,206) (3,321,722)
(49,779)
(13,645)
(182,991)

(170,080)
(2,082,131)

(446,521)
(2,989)

56,939
(1,261,466)
124,359
5,479,914
5,355,555
$ 4,218,448
$ 5,479,914
(Continued)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

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

Cash and cash equivalents in the consolidated balance sheets Cash and cash equivalents included in financial assets for hedging Cash and cash equivalents in the consolidated statements of cash flows		December 31	December 31
		2025 $ 3,700,569 517,879 $ 4,218,448	2024 $ 5,426,857 53,057 $ 5,479,914

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

(Concluded)

Attachment II

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders China Motor Corporation

Opinion

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

In our opinion, based on our audits and the reports of other auditors (refer to the other matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter of the Corporation’s financial statements for the year ended December 31, 2025 is stated as follows:

Revenue Recognition of Domestic Sales of Four wheeled Vehicles from Major Customers

The revenue of the Corporation from domestic sales of four-wheeled vehicles is material to its financial statements, and the sales are concentrated among major customers. Therefore, we identified the occurrence of revenue recognition from domestic sales of four-wheeled vehicles from major customers as a key audit matter.

Our audit procedures performed in respect of revenue recognition included the following:

We discussed with management to obtain an understanding of the accounting policy for recognizing revenue coming from domestic sales of four-wheeled vehicles from major customers and determined that such policy was appropriate and consistently applied.
We obtained an understanding of the internal controls on revenue recognition of domestic sales of four-wheeled vehicles, evaluated the design of the controls and tested the operating effectiveness of such controls. We also verified the authenticity of sales transaction-related documentary evidence.
We selected samples, checked the relevant receipts and confirmed that revenue from the domestic sales of four-wheeled vehicles from major customers was recognized when the control of the goods was transferred to the customer and the performance obligations were satisfied.

Other Matter

The financial statements of Mercedes-Benz Vans Hong Kong Ltd., Kian Shen Corporation, and Tokio Marine Newa Insurance Co., Ltd. as of and for the year ended December 31, 2025 and 2024, which were investments accounted for using the equity method of the Group, were audited by other auditors. Our opinion, insofar as it relates to the amounts included for these investees in the Corporation’s accompanying financial statements, is based solely on the reports of the other auditors. As of December 31, 2025 and 2024, the aforementioned investments accounted for using the equity method amounted to NT$8,400,048 thousand and NT$7,998,906 thousand, respectively, representing 17.6% and 16.9%, respectively, of the Corporation’s total assets. For the years ended December 31, 2025 and 2024, the Corporation’s share of comprehensive income of the aforementioned investments accounted for using the equity method amounted to NT$1,163,269 thousand and NT$1,428,060 thousand, respectively, representing 38.4% and 30.4%, respectively, of the Corporation’s total comprehensive income.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are You-Cheng Hsin and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China March 16, 2026

Notice to Readers

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

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

CHINA MOTOR CORPORATION

BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost (Notes 4, 9, 10 and 29) Financial assets for hedging (Notes 4 and 11) Notes and accounts receivable, net (Notes 4, 12 and 22) Trade receivables from related parties (Notes 4, 22 and 28) Inventories (Notes 4 and 13) Prepayments (Note 28) Other current assets (Notes 4, 7 and 24) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss (Notes 4 and 7) Financial assets at fair value through other comprehensive income (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4, 15, 23 and 28) Investment properties (Notes 4 and 17) Intangible assets under development (Notes 4, 23 and 28) Deferred tax assets (Notes 4 and 24) Other non-current assets (Notes 15, 16 and 28) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term bills payable (Note 18) Notes and accounts payable Trade payables to related parties (Note 28) Other payables (Notes 4, 15 and 19) Current tax liabilities (Notes 4 and 24) Other current liabilities (Notes 4, 7, 11, 16, 22 and 28) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 24) Net defined benefit liabilities (Notes 4 and 20) Other non-current liabilities (Notes 4, 16 and 28) Total non-current liabilities Total liabilities EQUITY (Notes 4, 11 and 21) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized valuation gain on financial assets at fair value through other comprehensive income Gain (loss) on hedging instruments Total other equity Total equity TOTAL		2025 Amount % $ 403,518 1 145,650 - 540,359 1 627,969 1 1,476,151 3 5,012,903 11 927,883 2 165,805 - 9,300,238 19 591,186 1 19,083 - 28,209,063 59 7,472,885 16 759,198 2 1,069,543 2 197,374 - 216,170 1 38,534,502 81 $ 47,834,740 100 $ 4,280,000 9 29,990 - 2,076,705 4 643,720 1 1,800,382 4 188,587 1 184,936 - 9,204,320 19 307,357 1 56,241 - 377,802 1 741,400 2 9,945,720 21 5,536,203 11 7,458,794 16 10,926,422 23 1,025,833 2 13,030,645 27 24,982,900 52 (389,696) (1) 287,093 1 13,726 - (88,877) - 37,889,020 79 $ 47,834,740 100		2024
				Amount % $ 1,060,305 2 144,908 - 48,449 - 571,243 1 1,240,151 3 4,648,533 10 916,557 2 306,647 1 8,936,793 19 561,417 1 18,493 - 28,812,425 61 6,853,616 14 767,852 2 989,321 2 222,556 - 245,924 1 38,471,604 81 $ 47,408,397 100 $ 3,200,000 7 559,748 1 1,884,687 4 817,435 2 2,096,290 4 608,958 1 223,959 1 9,391,077 20 353,837 1 173,783 - 383,342 1 910,962 2 10,302,039 22 5,536,203 11 7,454,640 16 10,515,348 22 1,025,833 2 12,689,524 27 24,230,705 51 (290,326) - 177,689 - (2,553) - (115,190) - 37,106,358 78 $ 47,408,397 100

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

CHINA MOTOR CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 22 and 28) Net sales Other operating revenue Total operating revenue OPERATING COSTS (Notes 13, 23 and 28) Cost of goods sold Other operating costs Total operating costs GROSS PROFIT REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 23 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Expected credit gain (Notes 4 and 10) Share of profit of subsidiaries, associates and joint ventures (Notes 4 and 14) Interest income (Note 4) Dividend income (Note 8) Other income (Note 4 and 28) Gain on financial instruments at fair value through profit or loss Interest expense Other expense (Notes 4, 28 and 31) Impairment loss (Notes 4, 15 and 23) Net foreign exchange loss Total non-operating income and expenses		2025 Amount % $ 28,014,283 98 479,574 2 28,493,857 100 24,524,327 86 295,036 1 24,819,363 87 3,674,494 13 141 - 3,674,635 13 140,144 - 801,353 3 2,136,179 8 3,077,676 11 596,959 2 - - 2,311,675 8 14,056 - 9,509 - 32,716 - 14,410 - (48,674) - (1,900) - (45,822) - (29,221) - 2,256,749 8		2024
				Amount % $ 33,518,281 98 581,408 2 34,099,689 100 30,001,542 88 243,377 1 30,244,919 89 3,854,770 11 (912) - 3,853,858 11 250,035 1 850,073 2 1,953,058 6 3,053,166 9 800,692 2 300 - 3,432,308 10 23,152 - 13,862 - 27,884 - 14,968 - (11,025) - (97,813) - (127,452) - (14,089) - 3,262,095 10

(Continued)

CHINA MOTOR CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Note 4) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 20) Unrealized gain on investments in equity instruments at fair value through other comprehensive income (Note 21) Gain (loss) on the hedging instruments (Notes 11 and 21) Share of other comprehensive income of subsidiaries and associates for using the equity method (Notes 14 and 21) Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 24) Items that may be reclassified subsequently to profit or loss: Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method (Notes 14 and 21) Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 25) Basic Diluted		2025 Amount % $ 2,853,708 10 (132,000) (1) 2,985,708 11 60,340 - 590 - (77,920) - 156,351 - 3,516 - (99,370) - 43,507 - $ 3,029,215 11 $ 5.47 $ 5.47		2024
				Amount % $ 4,062,787 12 56,000 - 4,006,787 12 (104,844) - 3,331 - 193,936 - 309,854 1 (17,818) - 309,381 1 693,840 2 $ 4,700,627 14 $ 7.34 $ 7.33

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

(Concluded)

CHINA MOTOR CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

BALANCE ON JANUARY 1, 2024 Appropriation of the 2023 earnings Legal reserve Cash dividends distributed by the Corporation Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Net profit for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024, net of income tax Total comprehensive income for the year ended December 31, 2024 Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates Basic adjustments to loss on hedging instruments BALANCE ON DECEMBER 31, 2024 Appropriation of the 2024 earnings Legal reserve Cash dividends distributed by the Corporation Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method Net profit for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax Total comprehensive income (loss) for the year ended December 31, 2025 Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates Basic adjustments to gain on hedging instruments BALANCE ON DECEMBER 31, 2025		Share Capital Ordinary Shares Shares (In Thousands) Amount Capital Surplus 553,620 $ 5,536,203 $ 7,452,065 - - - - - - - - 2,575 - - - - - - - - - - - - - - - 553,620 5,536,203 7,454,640 - - - - - - - - 4,154 - - - - - - - - - - - - - - - 553,620 $ 5,536,203 $ 7,458,794	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 10,004,698 $ 1,025,833 $ 12,411,153 510,650 - (510,650) - - (3,321,722) - - 272 - - 4,006,787 - - 412 - - 4,007,199 - - 103,272 - - - 10,515,348 1,025,833 12,689,524 411,074 - (411,074) - - (2,325,206) - - (252) - - 2,985,708 - - 41,926 - - 3,027,634 - - 50,019 - - - $ 10,926,422 $ 1,025,833 $ 13,030,645	Other Equity Exchange Differences on Translating the Financial Unrealized Valuation Gain on Financial Assets at Fair Value Through Other Gain (Loss) on the Statements of Foreign Operations Comprehensive Income Hedging Instruments $ (599,707) $ 44,372 $ (55,258) - - - - - - - - - - - - 309,381 236,589 147,458 309,381 236,589 147,458 - (103,272) - - - (94,753) (290,326) 177,689 (2,553) - - - - - - - - - - - - (99,370) 159,423 (58,472) (99,370) 159,423 (58,472) - (50,019) - - - 74,751 $ (389,696) $ 287,093 $ 13,726	Total Equity $ 35,819,359 - (3,321,722) 2,847 4,006,787 693,840 4,700,627 - (94,753) 37,106,358 - (2,325,206) 3,902 2,985,708 43,507 3,029,215 - 74,751 $ 37,889,020
		Shares (In Thousands) 553,620 - - - - - - - - 553,620 - - - - - - - - 553,620

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

CHINA MOTOR CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss recognized (reversed)
Net gain on fair value change of financial instruments at fair
value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries, associates and joint ventures
accounted for using the equity method

Net loss on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Unrealized (realized) gain on transactions with associates
Unrealized loss (gain) on foreign currency exchange
Gain on lease modifications
Loss on recognition of provisions
Changes in operating assets and liabilities
Financial instruments at fair value through profit or loss
Notes and accounts receivable
Trade receivables from related parties
Inventories
Prepayments
Other current assets
Notes and accounts payable
Trade payables to related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from (used in) operations
Income tax paid

Net cash generated from (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost
Proceeds from repayment of principal of financial assets at
amortized cost
Proceeds from refund of the capital reduction of investments
accounted for using the equity method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

2025
2024
$ 2,853,708
$ 4,062,787
661,005
588,292
192,640
177,364
531
(5,474)
(14,410)
(14,968)
48,674
11,025
(14,056)
(23,152)
(9,509)
(13,862)
(2,311,675) (3,432,308)
2,340
5,945
48,448
206,103
(141)
912
(92,878)
130,853
(1)
(2)
605
77,474
(16,024)
22,156
(56,999)
607,411
(235,945)
22,967
(271,908) (1,235,802)
(11,326)
(209,522)
11,205
35,210
191,873
(828,019)
(174,277)
(81,621)
(295,131)
(248,471)
(46,550)
(56,892)
(57,202)

(120,446)
402,997
(322,040)
(195,172)

(109,701)
207,825

(431,741)
(205,050)
(144,908)
204,308
244,227
957,844
45,000
(1,442,619) (1,842,867)
8,275
16,987
(235,698)
(296,970)
(Continued)

CHINA MOTOR CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Decrease (increase) in other non-current assets Interest received Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from (repayments of) short-term bills payable Repayment of the principal portion of lease liabilities Decrease in other non-current liabilities Cash dividends paid Interest paid Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2025 $ 106,100 14,271 2,026,406 1,433,837 1,080,000 (530,000) (2,796) (4,205) (2,325,206) (46,802) (1,829,009) (187,347) 1,108,744 $ 921,397	2024 $ (171,514) 23,011 2,864,513 737,479 2,700,000 560,000 (2,385) (8,314) (3,321,722) (8,971) (81,392) 224,346 884,398 $ 1,108,744

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

Cash and cash equivalents in the balance sheets Cash and cash equivalents included in financial assets for hedging Cash and cash equivalents in the statements of cash flows		December 31	December 31
		2025 $ 403,518 517,879 $ 921,397	2024 $ 1,060,305 48,439 $ 1,108,744

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

(With Deloitte & Touche auditors’ report dated March 16, 2026)

(Concluded)

Attachment III

2025 Earnings Distribution Statement (Proposal)

	(Unit: NT$)
Item	Amount
Distributable earnings	$13,030,645,097
Beginning-of-period undistributed earnings	9,953,244,038
Netprofit after tax	2,985,707,530
Add Re-measurement of defined benefit plans recognized in retained earnings	48,272,066
Add: Adjustment arising from investments accounted for using the equity method	43,421,463
Distribution items	$2,300,773,337
Appropriation of legal earnings reserve	307,740,106
Shareholder cash dividends($3.6per share)	1,993,033,231
End-of-period undistributed earnings	$ 10,729,871,760

Note:

When calculating the undistributed surplus earnings under Article 66-9 of the Income Tax Law "profit-seeking income tax shall be levied at the rate of 5 percent on undistributed surplus earnings", the surplus of the most recent year shall be allocated first.
Distributed to whole dollar amount, and decimals were rounded off. Fractional numbers less than one dollar are placed into the Company’s other revenue.
Cash dividends are resolved by the Board of Directors of the Company and are reported during the shareholders’ meeting.

Chairman: Li-lien Chen Yen

Manager: Hsin-Cheng Tseng

Accounting Supervisor: Chun-Ching Liao

Attachment IV

Comparison Table for the Articles of Incorporation Before and After Revision

Article No.	After the Revision	Before the Revision	Description
13	The Company shall have 9 to 15 directors who shall be elected by adopting candidate nomination system whereby the shareholders elect from the list of the director candidates. The term of office of all directors is three years and they are eligible for reelection. There must be at least three independent directors established among the directors of the Company. They shall be elected by adopting candidate nomination system whereby the shareholders elect from the list of the independent director candidates. The professional qualifications, shareholding, concurrent post limitations, nomination and election of the foregoing independent directors and other rules to be followed shall be subjected to the relevant regulations of the securities competent authority.	The Company shall have 9 to 15 directors who shall be elected by adopting candidate nomination system whereby the shareholders elect from the list of the director candidates. The term of office of all directors is three years and they are eligible for reelection. There must be at least three independent directors established among the directors of the Companyand their number shall not be less than one fifth of the seats of the directors.They shall be elected by adopting candidate nomination system whereby the shareholders elect from the list of the independent director candidates. The professional qualifications, shareholding, concurrent post limitations, nomination and election of the foregoing independent directors and other rules to be followed shall be subjected to the relevant regulations of the securities competent authority.	Pursuant to Article 4, Paragraph 3 of the Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers, Removed the original provision stipulating a one-fifth ratio.
31	These Articles of Incorporation were enacted on May 10, 1969;…; The forty-fourth amendment was made on May 29, 2025;The forty-fifth amendment was made on May	These Articles of Incorporation were enacted on May 10, 1969;…; The forty-fourth amendment was made on May 29, 2025.	Specify the dates of amendments and expressly define the date when the amendment shall be enforced.
	29, 2026.

Appendix I

China Motor Corporation

Rules and Procedures of Shareholders’ Meeting

Article 1 : Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures.
Article 2 : Shareholders’ meetings of the Company shall be convened by the Board of Directors, unless otherwise provided by the law.
Unless otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company’s convening of a virtual-only shareholders’ meeting shall be specified in the Articles of Incorporation and subject to a resolution of the Board of Directors adopted by a majority of the attending directors that represent two-thirds or more of all directors.
Article 3 : Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
The attendance and voting of the Meeting are calculated based on the shares. The number of shares present are calculated based on the attendance cards, the shares checked in on the virtual meeting platform, plus the number of shares of voting rights are calculated by correspondence or electronically.
Article 4 : The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.
Article 5 : Chairman shall call the Meeting to order at the time scheduled for the meeting, and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the Chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Article 175 of the Company Act.
The aforesaid tentative resolutions shall be executed in accordance with relevant provisions of the Company Act of the Republic of China. If during the process of the Meeting the number of shares represented by the shareholders present reaches the majority of the outstanding shares, the Chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.
Article 6 : The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Meeting shall proceed in accordance with the agenda and unless otherwise resolved at the Meeting, the agenda shall not be changed. Unless otherwise resolved at the Meeting, the Chairman cannot announce adjournment of the Meeting before all the discussion items (including motions) listed in the agenda are resolved.
The shareholders may not designate any other person as Chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
However, in the event that the Chairman adjourns the Meeting in violation of these

Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as Chairman to continue the Meeting.

Article 7 : When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the Chairman.
If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.
Unless otherwise permitted by the Chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the Chairman shall stop such interruption.
Article 8 : Each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the Chairman may stop the speech of such shareholder.
Article 9 : If a corporate shareholder is appointed to attend the Meeting, the corporate may only designate one representative to attend the Meeting. If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.
Article 10 : After the speech of a shareholder, the Chairman may respond himself/herself or appoint an appropriate person to respond.
Article 11 : The Chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.
Article 12 : The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the Chairman. The person(s) checking the ballots shall be a shareholder(s).
The result of voting shall be announced at the Meeting and placed on record.
Article 13 : Except otherwise specified in the Company Act or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting.
The shareholders have one vote per share.
According to Article 177.2 of the Company Act: “Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts a proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted”.
Article 14 : During the Meeting, the Chairman may, at his discretion, set time for intermission. If a case cannot be closed in one meeting, the Meeting may be resumed within five days by resolution of the shareholders present at the Meeting without further notice or public announcement.
Article 15 : If there is amendment to or substitute for a discussion item, the Chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
Article 16 : The Chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall

wear badges marked "Disciplinary Officers" for identification purpose.

Article 17 : The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders’ meeting. However, The Chairman and the minutetaker shall be at the same place in the country, and the Chairman shall announce the address of such place at the time of the meeting.

Article 18 : Virtual-only shareholders’ meetings:

(1) If a shareholders’ meeting is held virtually, shareholders who wish to attend the meeting through virtual meeting platform shall register with the Company two days prior to the date of the shareholders’ meeting.
(2) The time during which shareholder attendance registrations will be accepted shall be at least 30 minutes prior to the time the meeting commences. Shareholders completing registration will be deemed as having attended the shareholders’ meeting in person.
(3) In the event of a virtual shareholders’ meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
(4) The Company shall upload the number of shares solicited, the number of shares represented by proxy and the number of shares attended by shareholders by correspondence or electronic means to the virtual meeting platform at least 30 minutes prior to the commencement of the meeting and continue to disclose them until the end of the meeting.
(5) When the Company announces a meeting, the total number of shares of shareholders present shall be disclosed on the virtual meeting platform. The same applies if the total number of shares and voting rights of shareholders present are counted at the meeting.
Article 19 : The entirety of the proceedings of the shareholders’ meeting shall be recorded by audio and video, and kept for at least one year.

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

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

Article 20 : If the shareholders’ meeting is convened virtually, shareholders participating virtually may ask questions by text on the virtual meeting platform after the Chairman calls the meeting to order and before the meeting is adjourned, and the number of questions for each motion shall not exceed two, and each proposal shall be limited to 200 words, in which case the provisions of Articles 6 to 8 shall not apply.
Article 21 : In the event of a virtual shareholders’ meeting, when declaring the meeting open, the Chairman shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Paragraph 4, Article 44-20 of the

Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

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

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

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

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

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

Article 22 : When the Company convenes a virtual shareholders’ meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

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

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

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

Article 23 : In the event of a virtual shareholders meeting, the Company shall disclose real-time

results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 24 : The matters not provided in these Rules and Procedures shall be handled in accordance with the Articles of Incorporation of the Company and related laws and regulations.
Article 25 : When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternatives for shareholders who have difficulty in attending the meeting virtually.

Except for the circumstances set forth in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide shareholders with connection equipment and necessary assistance, and specify the period for which shareholders may apply to the Company and other relevant matters to be noted.

Article 26 : These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

Appendix II

China Motor Corporation

Current Shareholdings of Directors

According to Article 26 of the Securities and Exchange Act and the regulations of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the total shares held by all the directors of the Company shall not be less than 3.2%, namely 17,715,850 shares. The total shares held by all the directors of the Company up to March 31, 2026 are 263,751,061 shares (47.64%), which comply with the regulation. The detailed information of the shareholding numbers of the directors are as follows:

Position	Name	Shareholdingnumber	Shareholdingratio %	Remarks
Chairman	Li-lien Chen Yen	44,592,177	8.05	1
Director	Hsin-I Lin	139,435,815	25.19	2
Director	Yoshinori Yamazaki	77,507,309	14.00	3
Director	Tai-MingChen	44,592,177	8.05	1
Director	Hsin-ChengTseng	139,435,815	25.19	2
Director	Kuo-HsingHsu	2,215,760	0.40	4
Independent Director	Shiou-Lian Lin	0	0.00	-
Independent Director	Wei-ching Lue	0	0.00	-
Independent Director	Ching-Ping Shao	0	0.00	-
Total shares held byall directors		263,751,061	47.64

Note 1. Chairman Li-lien Chen Yen and Director Tai-Ming Chen are the representatives from Yulon Motor Co., Ltd.
Directors Hsin-I, Lin and Hsin-Cheng Tseng are representatives from Tai Yuen Textile Co., Ltd.
Director Yoshinori Yamazaki is the representative from Mitsubishi Motors Corporation.
Director Kuo-Hsing Hsu is the representatives from Ler Vian Enterprise Co., Ltd.
The Company has established an Audit Committee, and therefore, no requirement about the minimum number of shares to be held by supervisors shall apply.

Appendix III

China Motor Corporation Articles of Incorporation

Section 1 : General Principles

Article 1 : The Company is incorporated as a Corporation by shares in accordance with the Company Act and shall have the name of China Motor Corporation (hereinafter the "Company").

Article 2: The Company shall conduct business in the following areas:
CA01090 Aluminum Casting Manufacturing.
CB01010 Machinery and Equipment Manufacturing
CC01010 Power Generation, Transmission and Distribution Machinery Manufacturing
CD01030 Motor Vehicles and Parts Manufacturing.
CD01040 Motorcycles and Parts Manufacturing
CD01050 Bicycles and Parts Manufacturing
CC01090 Batteries Manufacturing.
CD01990 Other Transport Equipment and Parts Manufacturing
CQ01010 Die Manufacturing
E603050 Cybernation Equipments Construction
E603100 Electric Welding Construction
E604010 Machinery Installation Construction
E605010 Computing Equipment Installation Construction
F106030 Wholesale of Die
F112040 Wholesale of Petrochemical Fuel Products
F113010 Wholesale of Machinery
F113110 Wholesale of Batteries
F113020 Wholesale of Household Appliance
F113070 Wholesale of Telecom Instruments
F114010 Wholesale of Automobiles
F114020 Wholesale of Motorcycles
F114030 Wholesale of Motor Vehicle Parts and Supplies
F114040 Wholesale of Bicycles and Parts
F114050 Wholesale of Electronic Materials.
F119010 Wholesale of Tires and Tubes
F206030 Retail Sale of Die
F212050 Retail Sale of Petrochemical Fuel Products
F213010 Retail Sale of Household Appliance
F213060 Retail Sale of Telecom Instruments
F213110 Retail Sale of Batteries
F214010 Retail Sale of Automobiles
F214020 Retail Sale of Motorcycles
F214020 Retail Sale of Motor Vehicle Parts and Supplies
F214040 Retail Sale of Bicycles and Parts
F214050 Retail Sale of Tiers and Tubes
F219010 Retail Sale of Electronic Materials
F401010 International Trade
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
F501990 Other Eating and Drinking Places
H703100 Real Estate Rental and Leasing
I102010 Investment Consultancy
I103060 Management Consultancy
I301010 Software Design Services
I401010 General Advertising Services
I501010 Product Designing
IE01010 Telecommunications Number Agencies
IZ01010 Copying Services
IZ02010 Typewriting Services
IZ04010 Translation Services
IZ12010 Manpower Services
J901020 Hotels and Motels
J903020 Mountain Climbing Guiding Services
JA01010 Automotive Repair and Maintenance
JA01990 Other Automobile Services
JA02010 Electric Appliance and Audiovisual Electric Products Repair Shops
JA02020 Motorcycle Repair Shops
JA02030 Bicycle Repair Shops
JE01010 Exhibition Services
JE01010 Rental and Leasing Business.
J202010 Industry Innovation and Incubation Services.
F106010 Wholesale of Ironware.
CC01020 Electric wire and cable manufacturing.
CC01030 Electric appliance and audiovisual electric product manufacturing.
CC01080 Electronic parts and components manufacturing.
IZ99990 Other Industry and Commerce Services Not Elsewhere Classified.
ZZ99999 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 a guarantor as required by its business operation.
Article 2-2: Total investment by the Company shall not be subject to the ceiling of an amount equivalent to 40 percent of its paid-in capital.
Article 3: The Company has its head-office in Taipei City, the Republic of China. Subject to the approval of the Board of Directors and government authority, the Company may, if necessary, set up branches or business offices in and out of this country.

Section 2 : Shares

Article 4: The total capital of the Company is eighteen billion New Taiwan Dollars

(NT$18,000,000,000) divided into one billion eight hundred million (1,800,000,000) shares, at ten New Taiwan Dollars per share and may be issued in a series of issuance. The un-issued shares may be issued by a resolution of the Board of Directors if the Board deems necessary. Out of the foregoing total shares, one hundred million shares are reserved for issuance of stock/subscription warrants, special shares with subscription rights, or corporate bonds with subscription rights.

Article 5: Shares certificates of the Company shall be in registered form and shall be signed or sealed by the Chairman and two directors and then be affixed with Company’s seal and be legally authenticated before being issued. The Company does not have to print the share certificates, however, shall register the shares with the central securities depositary institution.
Article 6: The stock affairs of the Company, unless otherwise provided by the laws and regulations, shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies" published by the competent authority.

Section 3 : Shareholders’ Meetings

Article 7: Shareholders’ meetings shall be of two types:

General meetings shall be convened by the Board of Directors once a year, within six months from the end of each fiscal year in accordance with the Company Act.
Special meetings shall be convened as deemed necessary by the Board unless otherwise provided by the laws and regulations.
Shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
Article 8: Shareholders shall be informed of the date, place and purposes of the meetings at least thirty (30) days in advance, in case of general meetings; and at least fifteen (15) days in advance, in case of special meetings.
Article 9: Unless otherwise provided by the Company Act, shareholders’ meetings may be held if attended by shareholders in person or proxy representing more than one half of the total issued and outstanding capital stocks of the Company, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting. The Company’s shareholders may also vote using electronic means. Shareholders who vote using the electronic method are considered to have attended the shareholder meeting in person.
Article 10: If a shareholder is unable to attend a meeting, he/she may present the power of attorney issued by the Company, which contains the scope of authority and appoint a proxy to attend it. In addition to the Company Act, the use of the proxy is provided in the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” published by the competent authority.
Article 11: The shareholders’ meeting shall be convened and presided over by the Chairman of the Board of Directors of the Company. In case the Chairman of the Board of Directors is on leave or cannot exercise his power and authority for any reason, the vice Chairman shall act on behalf of the Chairman. In case the Company has no vice Chairman, or the vice Chairman is also on leave or unable to exercise his and authority for any reason, the Chairman of the Board of Directors shall designate one of the managing directors to act on behalf of the Chairman. If no managing directors are established, the Chairman of the

Board of Directors may designate one person as his proxy; if no proxy is designated by the Chairman, the directors shall elect from and among themselves an acting Chairman of the Board of Directors. If the Meeting is convened by the person other than the Board of Directors who is permitted to convene such Meeting, such person shall be the Chairman presiding the Meeting. If there are two or more persons having the right to convene the meeting, they elect from and among themselves a Chairman for presiding the meeting.

Article 12: The shareholders’ meeting shall be recorded in the minutes setting forth the date, place, name of Chairman, number of shareholders present, number of voting rights, matters for resolution and resolution method and such minutes shall be signed by or sealed with the chop of the Chairman of the meeting and kept permanently during the existence of the Company. The attendance list or cards and power of attorney for attendance by proxy shall be kept at the head office of the Corporation for at least one year. The meeting minutes shall be distributed to the shareholders within twenty days after the meeting. The meeting minutes may be distributed in the form of announcement.

Section 4 : Directors and the Board of Directors

Article 13: The Company shall have 9 to 15 directors who shall be elected by adopting candidate nomination system whereby the shareholders elect from the list of the director candidates. The term of office of all directors is three years and they are eligible for reelection. There must be at least three independent directors established among the directors of the Company and their number shall not be less than one fifth of the seats of the directors. They shall be elected by adopting candidate nomination system whereby the shareholders elect from the list of the independent director candidates.
The professional qualifications, shareholding, concurrent post limitations, nomination and election of the foregoing independent directors and other rules to be followed shall be subjected to the relevant regulations of the securities competent authority.
Article 14: The total number of inscribed shares held by all the directors shall be subjected to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” published by the competent authority.
Article 15: The Board of Directors shall be organized by the directors. At least three managing directors shall be elected by a majority of the directors present at a meeting attended by two thirds of the directors. The number of managing directors shall not exceed one third of the number of directors at most; among the managing directors there shall be at least one independent director and the number of independent directors shall not be less than one fifth of the seats of managing directors who shall elect from and among them one Chairman of the board. They may also from and among them one vice Chairman.
Article 16: The Chairman is the Chairman of the Board of Directors and the board of managing directors and represents the Company. In case the Chairman of the Board of Directors is on leave or cannot exercise his power and authority for any reason, the vice Chairman shall act on behalf of the Chairman. In case there is no vice Chairman elected from and among the directors, or the vice Chairman is also on leave or unable to exercise his and authority for any reason, the Chairman of the Board of Directors shall designate one of the managing directors to act on behalf of the Chairman. If no managing directors are established, the Chairman of the Board of Directors may designate one person as his proxy; if no proxy is designated by the Chairman, the directors shall elect from and among themselves an acting Chairman of the Board of Directors.
Article 17: The functions and responsibilities of the Board of Directors shall be as follows:

Determination of business guidelines.
Approval of organizational by-laws and operation rules.
Review of budget.
Planning of profit distribution.
Direction of business promotion.
Appointment and removal of managers.
Examination and approval of purchase and disposal of important properties and real estates of the Company.
Performance of such other duties and responsibilities prescribed by law or authorized by shareholders' meetings.
Article 18: Principally, the Board of Directors shall hold meetings on a quarterly basis. The Chairman of the board may convene provisional meetings in the case of emergent matters or at the request of the maturity of the directors. The notice of convention of board meetings may be delivered to the directors in writing or by emails or fax. In the event that the director is unable to attend the board meeting, he/she may designate another director to act on his/her behalf. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. The meeting minutes shall be signed or sealed by the Chairman and kept in the Company.

Section 5 : Functional committees

Article 19: The Board of Directors may establish various functional committees. The functional committees shall define their own articles of association and enforce the same upon approval of the Board of Directors.
Article 20: The Company establishes the Audit Committee consisting of the whole independent directors pursuant to the Securities and Exchange Act. The functions and other compliance affairs of the Audit Committee shall be subject to the Securities and Exchange Act and other related laws and regulations.
Article 21: (Deleted)
Article 22: (Deleted)

Section 6 : Management and other officers

Article 23: The Company shall have one general manager whose appointment, removal and remuneration shall be determined by the approval of the majority of the directors.
Article 24: The Company may have several deputy general managers, assistant managers and managers whose appointment, removal and remuneration shall be determined by the approval of the majority of the directors. Other officers are appointed and removed by the managers.
Article 25: The general manager handles all the Company’s business in accordance with the resolutions of the Board of Directors and the board of managing directors as well as the instructions of the Chairman of the Company. He/she is assisted by the deputy general manager or assistant manager.

Section 7 : Accounting

Article 26: The Company's fiscal year shall be from January 1 to December 31 of each calendar year and the settlement period shall be the end of each year. The following forms shall be prepared by the Board of Directors and the presented to the shareholders’ meeting for adoption.
Business report
Financial statement
Proposal for earnings distribution or loss make-up
Article 27: Annual profits concluded by the Company shall be subject to the following remuneration:
Directors’ remuneration of no higher than 0.5%.
Employees’ remuneration of no lesser than 0.1%, with remuneration distributed to the entry-level employees being no less than 0.05%. The Board of Directors may decide to distribute the remuneration in cash or in shares. Remuneration can be distributed to employees of affiliated companies that meet certain criteria, and the Board of Directors is authorized to determine this criteria.
Employee and director remuneration proposals must be reported during shareholder meeting.

However, profits must first be taken to offset against cumulative losses, if any, before the remainder can be distributed as employees’ and directors’ remuneration according to the percentages mentioned in Paragraph 1.

The Company shall, after covering all losses and paying all taxes and dues, set aside 10 percent of its surplus earnings (if any) as legal reserve. The remainder surplus earnings may be retained for business needs or otherwise distributed. The remainder of surplus earnings shall be combined with the undistributed surplus earnings of the previous year and the Board of Directors shall present the proposal of distribution. Earnings distribution that is made in cash shall comply with the regulations of the Company Act. It is authorized to be conducted by the resolution of the Board of Directors and will be reported to the Shareholders’ Meeting. Where the new shares are issued, the distribution shall be submitted to the Shareholders’ Meeting for resolution.

The Company operates in a matured industry. Dividends are paid based on a number of factors including current profits, capital requirement of future projects, industry trends, shareholders’ interests, and the Company’s long-term financial plans. The amount of dividends shall be no lesser than 40% of current year’s after-tax profit. Where dividend is distributed in a mixture of cash and shares, the amount of cash dividends paid shall be no lesser than 20% of total dividends provided for the year.

Article 28: The directors of the Company may receive remunerations which are determined by the Board of Directors based on the level of remunerations in the industry.

Section 8 : Supplementary Regulations

Article 29: The Articles of Incorporation and the business handling regulations of the Company shall be set by the Board of Directors based on actual needs.
Article 30: For matters not covered herein, provisions in the Company Act and relevant laws and regulations shall govern.
Article 31: These Articles of Incorporation were enacted on May 10, 1969; The first amendment was made on May 30, 1969; The second amendment was made on May 8, 1970;
The third amendment was made on May 10, 1975;

The fourth amendment was made on November 22, 1978; The fifth amendment was made on November 29, 1979; The sixth amendment was made on July 27, 1981; The seventh amendment was made on September 29, 1981; The eighth amendment was made on, August 10, 1982; The ninth amendment was made on June 3, 1983; The tenth amendment was made on June 15, 1984; The eleventh amendment was made on June 25, 1986; The twelfth amendment was made on May 18, 1987; The thirteenth amendment was made on May 19, 1989; The fourteenth amendment was made on November 30, 1989; The fifteenth amendment was made on March 26, 1990; The sixteenth amendment was made on July 25, 1990; The seventeenth amendment was made on May 4, 1991; The eighteenth amendment was made on May 30, 1992; The nineteenth amendment was made on May 22, 1993; The twentieth amendment was made on May 14, 1994; The twenty-first amendment on May 27, 1995; The twenty-second amendment was made on May 11, 1996; The twenty-third amendment was made on June 7, 1997; The twenty-fourth amendment was made on May 16, 1998; The twenty-fifth amendment was made on May 15, 1999; The twenty-sixth amendment was made on May 31, 2000; The twenty-seventh amendment was made on May 23, 2001; The twenty-eighth amendment was made on June 19, 2002; The twenty-ninth amendment was made on June 18, 2003; The thirtieth amendment was made on June 24, 2004; The thirty-first amendment was made on June 16, 2005; The thirty-second amendment was made on June 14, 2006; The thirty-third amendment was made on June 25, 2007; The thirty-fourth amendment was made on June 25, 2008; The thirty-fifth amendment was made on June 23, 2010; The thirty-sixth amendment was made on June 22, 2011; The thirty-seventh amendment was made on June 19, 2012; The thirty-eighth amendment was made on June 18, 2013; The thirty-ninth amendment was made on June 24, 2014;

The forty amendment was made on June 24, 2015 and shall be applicable as of the Board of Directors of 19[th] term;

The forty- first amendment was made on June 24, 2016. The forty- second amendment was made on June 24, 2020; The forty- third amendment was made on June 23, 2022; The forty-fourth amendment was made on May 29, 2025.

AI assistant

CMC — AGM Information 2026

51979_rns_2026-04-28_bc897846-c2fc-4d81-9e2c-670ca9588b00.pdf

China Motor Corporation 2026 Annual Shareholders’ Meeting

MEETING AGENDA

Notice to Readers

Table of Contents

China Motor Corporation 2026 Annual Shareholders’ Meeting Agenda

Reporting matters

I. The 2025 Business Report

CMC Business Report

Automotive Business Centered on Proprietary Technology, Strengthening Localization and Multi-Brand Competitiveness

Deepening AI Strategy Applications to Drive Improvements in Product Development, Quality, and Operational Efficiency

Creating Cross-Industry Business Opportunities and Value Through the Application of Core Technologies to Develop New Business Segments

Advancing Sustainable Governance With Multiple Benchmark ESG Recognitions

Responding Prudently to Challenges and Strengthening the Drivers of Sustainable Growth to Deliver Long-term Shareholder Value

II. The 2025 Audit Committee Report

China Motor Corporation

Audit Committee's Review Report for 2025

China Motor Corporation

III. The Endorsements and Guarantees Report

IV. The 2025 Significant Related-Party Transactions Report

V. The 2025 Distribution of Employee Bonus and Director Compensation Report

VI. The 2025 Cash Dividend Report

Acknowledgements

Proposal 1

Proposal 2

Discussions

Proposal 1

Proposal 2

Proposed by the Board of Directors

Motions

Adjournment

Attachment I

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CHINA MOTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Attachment II

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

CHINA MOTOR CORPORATION

BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CHINA MOTOR CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA MOTOR CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHINA MOTOR CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CHINA MOTOR CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CHINA MOTOR CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Attachment III

2025 Earnings Distribution Statement (Proposal)

Note:

CMC AGM Information 2026