CROWELL - AGM Information 2025 | FinancialReports.eu

Stock Code: 2528

Crowell Development Co., Ltd.

2025 Annual General Shareholders' Meeting Handbook

Notification

This English meeting manual is a condensed translation of the original Chinese version. In the event of any discrepancy or inconsistency between the English and Chinese versions, the Chinese version shall be deemed as the authoritative and binding reference.

May 15, 2025

	Table of Contents
One.	Meeting Procedures	1
Two.	Meeting Agenda	2
	I. Reporting Item	3
	II. Matters for Ratification	9
	III. Matters for Discussion	11
	IV. Extempore Motions	16
	V. Adjournment	16
Three.	Attachment
	I. 2024 Business Report	17
	II. 2024 Audit Committee's Review Report	23
	III. 2024 Independent Auditors’ Report and Financial Statements	24
	IV. 2024 Directors Remuneration Table	32
	V. The Implement Status of the 3rdDomestic Secured and 4thDomestic
	Unsecured Convertible Corporate Bonds Issuance	34
	VI. 2024 Annual Profit Distribution Table	36
	VII. Comparison Table for Amendment to the"Articles of Incorporation"
		37
	VIII. 2025 Regulations on Issuing and Exercising Employee Stock
	Warrants	39
Four.	Appendix
	I. Procedures for Shareholders’ Meetings	45
	II. Articles of Incorporation	48
	III. Shareholdings of All Directors	55

Crowell Development Co., Ltd.

2025 Annual General Meeting Procedures

I. Commencement of Meeting

II. Chairman's Statement

III. Reporting Items

IV. Matters for Ratification

V. Matters for Discussion

VI. Extempore Motions

VII. Adjournment

Crowell Development Co., Ltd.

2025 Annual General Shareholders' Meeting Agenda

Meeting format: Physical

Time: 9:00 am, May 15, 2025 (Thursday)

Address: No. 101, Chunde Road, Zhongli District, Taoyuan City (Meeting Room A at COZZI Blu Taoyuan)

I. Commencement of Meeting
II. Chairman’s Statement
III. Reporting Items
(I) 2024 Business Report.
(II) 2024 Audit Committee's Review Report.
(III) 2024 Distribution of Employee and Director Remuneration.
(IV) 2024 Cash Dividends Distribution Status.
(V) 2024 Director Remuneration.
(VI) The Implement Status of the 3[rd] Domestic Secured and 4[th] Domestic Unsecured Convertible Corporate Bonds Issuance
IV.Matters for Ratification
(I) 2024 Business Report and Financial Statements.
(II) 2024 Annual Profit Distribution.
V. Matters for Discussion
(I) Amendments to the Company's "Articles of Incorporation".
(II) Proposal for Issuing New Restricted Employee Shares.
(III) Proposal for Capitalization of Earnings and Issuance of New Shares
VI. Extempore Motions
VII. Adjournment

Reporting Items

Item 1

Summary: 2024 Business Report.

Description: Please refer to Attachment I (p. 17-22) for the 2024 Business Report.

Item 2

Summary: 2024 Audit Committee's Review Report.

Description: Please refer to Attachment II (p. 23) and Attachment III (p. 24-31) for the Audit Committee’s Review Report and Independent Auditor's Report, respectively.

Item 3

Summary: 2024 Distribution of Employee and Director Remuneration.

Description: I. According to Article 30 of the Articles of Incorporation, the Company shall offer no less than 1% of the profit as remuneration for employees and no more than 3% of the profit as remuneration for directors, if the Company is profitable in the fiscal year.
II. On February 13, 2025, the board approved the distribution of cash remuneration to employees and directors for 2024. For employee remuneration, an amount equivalent to 1% of the 2024 earnings before tax, after deducting the remuneration of employees and directors, was allocated, amounting to NT$17,009,936. For directors' remuneration, 3% of the same earnings amount, or NT$17,009,936, was allocated.

Item 4

Summary: 2024 Cash Dividends Distribution Status.

Description: I. Pursuant to Article 31 of the Company's Articles of Incorporation, the Company may authorize the board to distribute stock dividends and cash dividends wholly or partially in cash.
II. The Company has allocated a dividend of NT$826,717,080 to shareholders from the 2024 distributable profits, and the cash dividend is NT$2 per share, as approved by a special resolution of the Board of Directors on February 13, 2025.

Item 5

Summary: 2024 Directors Remuneration.

Description: I. The Company's policies, systems, standards, and structure for remunerating general directors and independent directors are outlined below, detailing the correlation between the amount of remuneration and the responsibilities, risks, time commitment, and other factors they assume:
(1)The remuneration ratio assigned to directors and independent directors of the Company is determined by Article 30 of the Company's Articles of Incorporation. No more than 3% of the profits for the year shall be allocated as remuneration to directors (including independent directors) for the fiscal year.
(2)For the periodic evaluation of director remuneration, the company adheres to the "Board of Directors Performance Evaluation Measures" as its guiding framework. The evaluation criteria within this framework include: grasp of company objectives and missions, understanding of director responsibilities, level of involvement in company operations, management of internal relationships and communication, director professionalism, and ongoing education. The company also considers overall operational performance, industry risks, and development trends to provide appropriate compensation. It periodically reviews the remuneration system based on actual operational conditions and relevant laws to achieve a balanced approach to sustainable business operations and risk management.

II. Please refer to Attachment IV (p. 32-33) for the 2024 Details of Directors Remuneration.

Item 6

Summary: The Implement Status of the 3[rd] Domestic Secured and 4[th] Domestic Unsecured Convertible Corporate Bonds Issuance.
Description: Please refer to Attachment V (p. 34-35) for The Implement Status of the 3[rd] Domestic Secured and 4[th] Domestic Unsecured Convertible Corporate Bonds Issuance.

Matters for Ratification

Matter 1

[Proposed by the Board of Directors]

Summary: 2024 Business Report and Financial Statements.

Description: I. The Company's Business Report and Financial Statements for 2024 have been audited by the Audit Committee.
II. Please refer to Attachment I to III (p. 17-31) for the preceding items.
III. Please kindly acknowledge.

Resolution:

Matter 2

[Proposed by the Board of Directors]

Summary: 2024 Annual Profit Distribution.

Description: I. The Company's 2024 Annual Profit Distribution Table has been audited by the Audit Committee.

II. Please refer to Attachment VI (p. 36) for the 2024 Annual Profit Distribution Table.

III. Please kindly acknowledge.

Resolution:

Matters for Discussion

Matter 1

[Proposed by the Board of Directors]

Summary: Amendments to the Company's "Articles of Incorporation".

Description: I. To align with the Company's operational requirements, revisions to certain sections of the Company's "Articles of Incorporation" are being proposed. For the comparison table of the original and revised articles, please refer to Attachment VII (p. 37-38) of this handbook.
II. Please kindly discuss.

Resolution:

Matter 2

[Proposed by the Board of Directors]

Summary: Proposal for Issuing Employee Stock Warrants at a Price below Market Value.

Description:

I. To incentivize employees and optimize performance evaluation, aligning with existing employee compensation systems and in accordance with Article 28-3 of the Securities and Exchange Act and guidelines issued by the Financial Supervisory Commission on "Regulations Governing the Offering and Issuance of Securities by Securities Issuers," the Company will issue employee stock warrants. The exercise price will be set at no less than 60% of the closing price of common shares on the day of warrant issuance. The issuance details are as follows:
(1) Total Units Issued, Subscription Rights per Unit, and Total New Shares Issued upon Exercise: The total number of units of employee stock warrants issued in this offering is 1,500,000 units, with each unit allowing the subscription of 1 share. The total number of new common shares to be issued upon exercise of the warrants is 1,500,000 shares.
(2) Basis and Rationality of Exercise Price: The exercise price is set at not less than 60% of the closing price of common stock on the date of issuance of the warrants, taking into account the Company's recruitment, retention, and motivational effects, while also considering shareholder interests. The exercise of employee stock warrants is permitted only after a period of two years from the issuance date, based on the specified

ratio in the warrant period. The exercise price, set at not less than 60% of the closing price, should be considered reasonable.

(3) Qualifications of Warrant Holders and Number of Shares Available for Subscription: Warrant holders must be full-time regular employees within the company's organization. The actual number of warrants allocated to each employee will be determined based on factors such as their seniority, position, performance appraisal, overall contribution, and special achievements. The allocation criteria will be established by the Chairman or their designee, subject to approval by the Board of Directors. If the warrant holder is an executive or serves as a director of the company, approval must first be obtained from the Compensation Committee before being presented to the Board for a decision. For warrant holders who are neither executives nor directors of the company, approval must first be obtained from the Audit Committee before being presented to the Board for a decision. The number of restricted employee stock rights granted to individual employees by the Company shall be handled in accordance with Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.

(4) Rationale for Issuing Employee Stock Warrants: The Company seeks to attract and retain talented individuals necessary for the company's operations, while also motivating and enhancing employee morale to collectively create benefits for the company and its shareholders.

(5) The potential amount of expenses that may be charged, the impact on diluted earnings per share for the Company, and other matters affecting shareholders' equity: Based on an estimated market price of NT$40.32

per share (the average closing price of the last ten business days before February 13, 2025), the estimated subscription price is NT$24.19 per share. The total estimated expense of full issuance is NT$24,192

thousand. If the issuance begins on December, 2025, the estimated impact on after-tax earnings per share from 2025 to 2029 is as follows:

Year	Capitalized Expenses	OutstandingShares	Earnings per Share
2025	756,000	413,358,540	0.00
2026	9,072,000	413,358,540	0.02
2027	8,668,800	413,491,873	0.02
2028	4,032,000	415,058,540	0.01
2029	1,663,200	416,258,540	0.00

The potential dilution to earnings per share for the company remains relatively limited, not anticipated to have a significant impact on shareholders' equity.

II. Please refer to Attachment VIII (p. 39-44) of this handbook for the "2025 Regulations on Issuing and Exercising Employee Stock Warrants."
III. The Company is conducting the issuance of employee stock warrants, which was approved at this shareholders' meeting and will become effective upon submission to the competent authority. If revisions to the provisions and content of these regulations are required by the competent authority or relevant laws and regulations, the Chairman is authorized to make amendments before seeking subsequent approval from the Board of Directors.
IV. The issuance of employee stock warrants in this instance will adhere to relevant laws, regulations, and the Company's established issuance regulations.
V. Please kindly discuss.

Resolution:

Resolution:Matter 3

[Proposed by the Board of Directors]

Summary: Proposal for Stock dividends of Common Stock and Issuance of New Shares.

Description:

I. It is proposed to allocate stock dividends to shareholders from the appropriated earnings of the year 2024 in the amount of NT$206,679,270, with a capital increase through the issuance of 20,667,927 new shares, each with a par value of NT$10. The distribution will be made based on the shareholders' ownership ratio recorded in the register of members as of the record date for the new share issuance, with 50 shares being distributed for every 1,000 shares held. For fractional shares that are less than one full share, shareholders may, within 5 days from the date the stock transfer is suspended, register with the company’s stock service agency to consolidate fractional shares into whole shares. For any remaining fractional shares that cannot be consolidated into whole shares, the value will be paid in cash based on the par value. Fractional shares that cannot be consolidated into one full share will be authorized by the Chairman to be purchased by specific persons at par value. Any payment for fractional shares less than one full share, for shareholders participating in the book-entry allocation, will be treated as handling fees for the book-entry distribution.
II. If the total number of shares of the company changes in the future, resulting in a change in the shareholders' stock distribution ratio, the Chairman is authorized to handle the necessary adjustments.
III. The proposal shall be submitted for approval at the shareholders' meeting and, upon approval by the competent authority, the board of directors is authorized to set the record date for the capital increase through the issuance of new shares, the distribution date, and other related matters.
IV. The rights and obligations of the newly issued shares are the same as those of the existing shares.
V. Please kindly discuss.

Resolution:

Extempore Motion

Adjournment

Crowell Development Co., Ltd. 2024 Business Report

Greetings to all of our valued shareholders,

In 2024, the government issued the 6th and 7th Selective Credit Controls, reducing loan-to-value ratios and adjusting grace period regulations. In response to the limitations on loan amounts, the company will design new projects that better align with market demand, and will comply with relevant regulations such as the "The Equalization of Land Rights Act" for processing and reporting.

In terms of operational strategy, the Company is actively engaged in land acquisition for development, ensuring sufficient land inventory and business momentum. Currently, sales are ongoing for the "The Crowell Manor", “The Crowell Garden”, “The Crowell Tower 100”, “The Crowell La Vie”, “The Crowell MOMA-Admir” and “The Crowell National Museum of New Art”. For 2024, we plan to launch pre-sales for projects including “Qingping project”, Zhongli District, Taoyuan City, " "Phase II of Daxin Project, Luzhu District, Taoyuan City, “ZhongRu Section II Project”, Taoyuan District, Taoyuan City, “Fuguo Section Project”, Taoyuan District, Taoyuan City, "Phase II of Yingge Project”, Yingge District, New Taipei City. Additionally, we are in the process of planning 8 land developments, including “Zhongxing Project”, Toufen City, Miaoli County, “Zhongyun Project”, Zhongli District, Taoyuan City, "Zhugang Project”, North District, Hsinchu City, “Phase I of Cao Nan Project”, Yangmei District, Taoyuan City, “Phase II of Cao Nan Project”, Yangmei District, Taoyuan City, “Dunhe Project”, Beitun District, Taichung City, “Xinde Project”, Pingzhen District, Taoyuan City.

To enhance quality, we are gradually integrating Building Information Modeling (BIM) and Project Cycle Management (PCM) into every project. Additionally, as we pursue annual profit growth, we are incorporating ESG principles into our operational activities to ensure sustainable development alongside corporate growth. Looking ahead, we aim to establish a reputable and reliable corporate image for Imperial Construction, fostering a win-win era unique to the Company. We extend our gratitude to all shareholders for their support. Thank you!

I. 2024 Business Performance:

(I) Executing Results of the Business Plan
(1) 2024 Executing Results of the Business Plan:

Unit: In NT$ thousand

			Comparison to Previous Year
Item	2024	2023		Remarks

Operating Revenue	5,330,608	1,849,978	3,480,630	Growth Rate of 188.14%
Net Profit for the Period	1,299,010	241,599	1,057,411	Growth Rate of 437.67%

(2) 2024 Breakdown of Operating Revenue

Unit: In NT$ thousand

Item	Amount	Remarks
Crowell Yunding	22,612	Real Estate Revenue
Crowell Garden	5,305,952	Real Estate Revenue
Crowell Riverside	252	Lease revenue
Rongbin, Fuguo and Wufu Project	1,792	Lease revenue
Total	5,330,608

(II) Budget Execution Status:

According to the rules in the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company is not required to prepare its financial forecasts for 2024.

(III) Financial performance analysis

Unit: In NT$ thousand

Item	2024	2023	% Increase or decrease
Operatingrevenue	5,330,608	1,849,978	188.14
Operatingcosts	(3,125,307)	(1,350,166)	131.48
Grossprofit	2,205,301	499,812	341.23
Operatingexpenses	(544,720)	(187,531)	190.47
Operatingincome	1,660,581	312,281	431.76
Non-operatingincome and expenses	6,392	(5,374)	(218.94)
Netprofit before tax	1,666,973	306,907	443.15
Income tax expenses	(367,963)	(65,308)	463.43
Profit for theyear	1,299,010	241,599	437.67
Total comprehensive income for the year	1,299,010	241,599	437.67

(IV) Profitability analysis

Unit: In NT$ thousand

	Item	2024	2023
Financial structure	Debt to asset ratio (%)	75.16	75.30
	Long-term fund to property, plant and equipment ratio (%)	854,535.96	718,647.31
Solvency	Current ratio (%)	143.03	144.40
	Quick ratio (%)	19.95	5.18
	Times interest earned	4.15	1.30
Profitability	Return on total assets (%)	5.21	1.22
	Return on equity (%)	20.96	4.62
	Net margin (%)	24.37	13.06
	Earnings per share (dollar)	3.26	0.64
	Diluted earningsper share(NT$)	3.14	0.58

(V) Status on Research and Development

1. Construction Planning and Design

In recent years, "energy conservation" and "sustainable development" have gained significant attention. The Company has centered its efforts around energy-efficient green building, integrating a people-centric engineering design concept into

residential planning. This strategy promotes smart living, enhancing convenience and security for consumers while boosting energy efficiency and minimizing waste.

Market Research and Development

We keep abreast of market trends, gather data on various aspects of land and housing, and conduct thorough analysis. This information serves as a basis for product positioning and sales strategy. We carefully evaluate investment returns based on the geographical and cultural characteristics of our development proposals.

Construction Project Management

In our pursuit of excellence, each project progressively adopts Building Information Modeling (BIM) and Project Construction Management (PCM). BIM allows us to generate building models during the planning and design stages to proactively resolve engineering and interface conflicts. Through PCM implementation, we effectively manage project timelines, control construction costs, reduce unnecessary resource waste, and fully achieve quality management goals.

Build Brand Value

With increasing consumer awareness and product information transparency, we strive to create product service value. We establish a Facebook fan page to foster positive customer interactions, enhance customer satisfaction, and cultivate consumer brand loyalty. This further enhances brand impact and ensures the company's operational success.

II. 2025 Business Plan Overview:

(I) Business Guidelines

The Company upholds the business ethos of "unseen persistence, visible evolution." We emphasize quality by striving to enhance construction standards, ensuring that sites adhere to design specifications, and reinforcing on-site construction management. We maintain a focus on professionalism by engaging third-party engineering management consultants to inspect critical site elements, guaranteeing construction quality and structural safety. Furthermore, we enhance the expertise within our departments to boost our company's competitive edge. Our aim is not only to deliver excellent service to customers but also to showcase our visible evolution.

(II) Expected Sales and its Bases
Projects still available for sale
- (1) "The Crowell Manor" covers an area of 3,414.02 ping. It is located in North District, Taichung City, with a total of 936 units. The sales began in February 2020, and the project is expected to be completed in 2025.
- (2) "The Crowell Garden" covers an area of 1,872.26 ping. It is located in the Type 2 commercial land plot around the special district of the HSR station in Taoyuan, with a total of 386 units. The project is expected to be completed in 2024.
- (3) "Crowell Tower 100" covers an area of 769.86 ping. It is located in Lingya District, Kaohsiung City, with a total of 376 units. The sales began in December 2019, and the project is expected to be completed in 2025.

(4) "The Crowell MOOA-Admir" covers an area of 1,332.27 ping. It is located in Dazhu District, with a total of 299 units. The sales began in March 2024, and the project is expected to be completed in 2025.
(5) "The Crowell La Vie" covers an area of 1,866.23 ping. It is located in Nankan A10 redevelopment zone, with a total of 257 units. The sales began in March 2024, and the project is expected to be completed in 2025.
(6) "The Crowell National Museum of New Art" covers an area of 1,138.91 ping. It is located in Yingge Dist., New Taipei City, with a total of 171 units. The sales began in March 2024, and the project is expected to be completed in 2026.
Projects expected to be available
(1) "Taoyuan Qingpu Redevelopment Zone (Residential Zone)" covers an area of 882.47 ping. It is located in the Taoyuan High-Speed Rail Special District living circle. The construction began in 2023.
(2) "Da-Zhu Redevelopment Zone (Phase II of the Da-Xin section) in Luzhu District, Taoyuan City" covers an area of 1,434.15 pings. It is located in the Da-Zhu living circle. The construction began in 2024.
(3) “Zhonru section II in Taoyuan District, Taoyuan City” covers an area of 286.63 pings, which is joint construction projects with other construction companies. It is located in the Taoyuan living circle. The construction began in 2024.
(4) “Fuguo section in Taoyuan District, Taoyuan City” covers an area of 1,541.47 pings, next to Arts and Cultural Business District. The construction began in 2025.
(5) "National Day Section of Yingge District, New Taipei City (Phase 2)" covers an area of 1,710.34 ping. It is located in the community by Yingge Old Street and Jianguo Elementary School.
Projects still in the planning
(1) "ZhongXing Section, Toufen City, Miaoli County” covers an area of 1,574.23 ping. It is located by Shang Shun World, Toufen City.
(2) "Zhongyun Section, Zhongli District, Taoyuan City" covers an area of 808 ping. It is located within the sports park area of Zhongli District, Taoyuan City.
(3) "Zhukang Section, North District, Hsinchu City" covers an area of 871.13 ping. It is located within the living circle of North District, Hsinchu City.
(4) “Phase I of Cao Nan Project, Yangmei District, Taoyuan City” covers an area of 2,882.83 pings. It is located in Yangmei, Taoyuan City living circle.
(5) “Phase II of Cao Nan Project, Yangmei District, Taoyuan City” covers an area of 353.02 pings. It is located in Yangmei, Taoyuan City living circle.
(6) “Dunhe Project, Beitun District, Taichung City” covers an area of 841.37 pings. It is near to Taichung-Intercontinental Baseball Stadium, Songzhu Station, and MRT station.
(7) “Xinde Project, Pingzhen District, Taoyuan City” covers an area of 1,838.97. It is located in Pingzhen, Taoyuan City living circle.

(III) Important Manufacturing and Sales Policies

Manufacturing policy
(1) Have a firm professional foundation for land development, fully grasp the information on land sources and conduct thorough screening, and actively expand and reserve land supply in quality locations.
(2) Spare no efforts in the selection of materials for design and construction management to meet the targets in product refinement, cost control and construction schedule, and ensure the achievement in the return on investment.
Sales policy
(1) Analyze market demand to set product positioning.
(2) Establish corporate brand recognition and a service orientation of "Customer First."
(3) Sales principles of leaving no spare unit behind.
(4) Establish diverse marketing channels.
(5) Reinforce discussions of relevant laws and regulations to reduce disputes over home purchases.
(6) Improve after-sales maintenance services for each customer.

III. Strategies for Future Development:

(I) Short-term Development Strategy
Strengthen the recognition of the Company's brand value.
Diverse land development strategies.
Improve customer service to ensure the Company's reputation.
Refine construction technology and quality.
(II) Long-term Development Strategy
Improve the Company's brand value.
Plan sustainable and safe green buildings.
Integrate specialized resources for value-added marketing.
Stable development for strategic expansion.

IV. Impact of the Competitive Environment, Regulatory Environment, and Macroeconomic Environment

(I) External Competition

The main costs involved in construction are land and building materials. Due to Taiwan's limited land area, dense population, and high degree of urbanization, land development in prime areas has reached near saturation. When the government or landowners release land, it often leads to fierce competition among developers to acquire it. In such a competitive environment, the cost of land continues to rise, and it even becomes difficult to secure land in some cases. As oil prices stabilize, and demand for consumer products and emerging markets increase, international raw material prices have risen. Among these, the prices of construction materials such as cement, sand, paint, and steel bars continue to appreciate. In addition, domestic labor wages have increased, and there is a shortage of skilled labor, which further drives up costs.

(II) Regulatory Environment

In July 2023, the amendments to “The Equalization of Land Rights” were implemented, including 5 major measures: restricting contract assignment and resale, imposing heavy penalties for speculative real estate practices, establishing a whistleblower reward system, regulating private house purchases, and requiring contract termination to be reported and registered. Along with policies such as "Actual Price Registration of Real Estate Transaction 2.0" and "Integrating Housing and Land Tax 2.0," these measures are expected to reduce transaction volumes in the housing market. The primary purpose of these regulations is to curb short-term speculative trading and enhance transaction transparency, which will have a positive impact on the future development of the construction industry and market order. The company will develop countermeasures to mitigate the adverse effects of regulatory and policy changes on the operations.

(III) Macroeconomic Environment

Since December 2020, the Central Bank has adjusted selective credit controls 7 times, which has helped banks manage real estate lending risks and prevent excessive credit resources from flowing into the real estate market. Starting in March 2022, the implementation of a gradual tightening monetary policy has further strengthened the effectiveness of selective credit controls. As real estate investors withdraw and owner-occupiers with rigid housing demand enter the market, home-buying demand has become more focused on location and construction quality. To pursue superior quality, the company has gradually integrated Building Information Modeling (BIM) and Project Control Management (PCM) into each construction project. With the assistance of BIM, building models can be produced during the planning and design phase, allowing for the early resolution of engineering and interface conflicts. This not only effectively controls project schedules, manages construction costs, and reduces unnecessary resource waste but also ensures the complete realization of quality management goals.

Chairman: Su, Yung-Ping

President: Su, Yung-Ping

Chief Accounting Officer: Zhang, Ya-Qing

[ Attachment II ]

Crowell Development Co., Ltd. 2024 Audit Committee's Review Report

Dear Shareholders attending 2025 Annual General Shareholders' Meeting,

The Board of Directors has prepared the 2024 Business Report, Financial Statements, and Profit Distribution Proposal of the Company. The Financial Statements have undergone auditing and certification by BDO Taiwan, with an Audit Report issued upon completion. The aforementioned Business Report, Financial Statements, and Profit Distribution Proposal have been thoroughly reviewed and approved by the Audit Committee, which found no discrepancies. In accordance with the regulations of Securities and Exchange Act and Company Act, we have prepared this report and respectfully request your review and approval.

Best regards,

Crowell Development Co., Ltd.

Convener of Audit Committee: Huang, Ke-ming February 13, 2025

[ Attachment III ]

Crowell Development Co., Ltd.

2024 Independent Auditors’ Report and Financial Statements

To the Board of Directors of Crowell Development Corp.:

Opinions

We have audited the accompanying financial statements of Crowell Development Corp. (“the Company”), which comprise the balance sheets as of December 31, 2024 and 2023, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the accompanying financial position of the Company as at December 31, 2024 and 2023, 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 and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IAS”). Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significant in out audit of the financial statements for the year ended December 31, 2024. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

For the accounting polices relating to income recognition, please refer to Note 4 (17). For the details of revenue, please refer to Note 6 (18).

The main revenue of the Company is sales of real estate. The risk of material misstatement is the substance of revenue recognition. Revenue is linked to operating performance of the management. To achieve expected financial performance, the management might override the internal control procedures to manipulate the timing of revenue recognition, which might lead to significant misstatement of profit and loss. Therefore, revenue recognition is one of the most important issue in performing our audit procedures and has been identified as one of the key audit matters.

Our principal audit procedures including:

Perform test of control procedure for the internal control system of sales revenue and accounts receivables collection. To evaluating the effectiveness of preventing error and fraud.
Perform substantive analytical procedures on revenue to evaluate the correctness of the timing of revenue recognition.
Perform test of details, selecting samples from real estate sales contracts with customers and related real estate transfer registration document to assess whether the Company recognizes revenue in accordance with its accounting policies and accounting standards.

2. Acquisition and valuation of Inventory (Lands held for construction)

For accounting policies relating to acquiring and valuation of inventory, please refer to Note 4 (6). For details of inventory, please refer to Note 6 (3).

Inventory is the significant asset for operating for the Company, which account for 83.61% of total assets. The appropriateness of acquisition price and procedures of inventory (lands held for construction) might affect the interest of shareholders. Besides, the valuation of inventory shall be in accordance with IAS 2. If the Company valuates its inventory inappropriately, it might lead to significant misstatement of financial statement. Therefore, the acquisition and valuation of inventory is one of the most important issue in performing our audit procedures and has been identified as one of the key audit matters.

Our principal audit procedures including:

Review whether the lands held for construction acquiring and pricing assessment procedures are in accordance with Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Review contracts of acquisition of lands held for construction and check whether consideration and payment schedule are in accordance with the contracts.
Obtain the Company’s inventory valuation data. Select samples from the data and check to related real estate sales contracts. We also compare whether there’s significant difference between the net realizable value of inventory and actual transaction information in nearby area published by Ministry of Interior. For lands held for construction and construction-inprogress, we also obtain the Company’s internal investment return analysis data to compare with current market tendency to assess whether the net realizable value is fairly presented.

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 the financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Teng, Hsin Shan and Tao, Hong Wen.

BDO Taiwan Republic of China February 13, 2025

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and its cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and financial statements, the Chinese version shall prevail.

(English Translation of Financial Statements and Report Originally Issued in Chinese)

CROWELL DEVELOPMENT CORP.

Balance Sheets

December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Code	Assets	Notes	December 31,2024	December 31,2024	December 31,2023 Amount `％` Code $61,489 0.29 2100 65 - 2110 2130 30 - 2150 - - 2170 - - 2200 2,388 0.01 2220 2 - 2230 20,319,470 94.80 2250 232,689 1.09 2280 327,526 1.53 2321 373,150 1.74 2322 21,316,809 99.46 2399 21xx 928 - 6,164 0.03 2500 57,596 0.27 1,309 0.01 2530 - - 2540 20,962 0.10 2580 27,926 0.13 2645 114,885 0.54 25xx 2xxx 3100 3110 3130 3200 3300 3310 3350 3xxx $21,431,694 100.00	Liabilities and Equity	December 31,2024 Amount `％` $2,386,839 8.35 149,751 0.52 3,260,026 11.40 735 - 1,459,626 5.11 1,097,779 3.84 5,813 0.02 326,403 1.14 44,497 0.16 3,725 0.01 - - 10,723,956 37.51 243,703 0.85 19,702,853 68.91 825 - 532,991 1.86 1,229,854 4.31 - - 22,722 0.08 1,786,392 6.25 21,489,245 75.16 4,133,585 14.17 - - 1,550,947 5.42 75,169 0.26 1,341,081 4.69 7,100,782 24.84 $28,590,027 100.00	December 31,	2023
			Amount	`％`	Amount		Amount $2,386,839 149,751 3,260,026 735 1,459,626 1,097,779 5,813 326,403 44,497 3,725 - 10,723,956 243,703 19,702,853 825 532,991 1,229,854 - 22,722 1,786,392 21,489,245 4,133,585 - 1,550,947 75,169 1,341,081 7,100,782 $28,590,027	Amount	`％`
1100 1110 1150 1170 1200 1210 1220 130x 1410 1476 1479 11xx 1600 1755 1760 1780 `1840` 1915 1920 15xx	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Notes receivable, net Accounts receivable, net Other receivables Other receivables - related parties Current income tax assets Inventories Prepayments Other current financial assets Other current assets Total current assets Non-current assets Property, plant and equipment Right-of-use assets Investment property, net Intangible assets Deferred income tax assets Prepayments for equipment Refundable deposits Total non-current assets Total assets	4. 6(1) 4. 6(12) 4. 6(2) 4. 6(2) 7(2) 4 4. 6(3)(4). 7(2). 8 6(5). 8 6(6) 4. 6(7) 4. 6(8) 4. 6(9) 4 4. 6(22) 9	$1,601,753 - 115 992,728 82,529 5,133 2 23,904,573 345,715 728,688 520,119	5.60 - - 3.47 0.29 0.02 - 83.61 1.21 2.55 1.82	$61,489 65 30 - - 2,388 2 20,319,470 232,689 327,526 373,150	Current liabilities Short-term borrowings Short-term notes payable Contract liabilities - current Notes payable Accounts payable Other payables Other payables - related parties Current income tax liabilities Provisions - current Lease liabilities - current Bonds payable - current portion Long-term loans - current portion Other current liabilities Total current liabilities Non-current liabilities Financial liabilities at fair value through profit or loss – non-current Corporate bonds payable Long-term loans Lease liabilities - non-current Guarantee deposits received Total non-current liabilities Total liabilities Equity Capital stock Common stock Bond conversion entitlement certificates Capital surplus Retained earnings Legal reserve Unappropriated earnings Total equity Total liabilities and equity		$538,000 - 2,008,506 8,777 1,474,112 698,148 5,933 60,764 26,561 5,621 623,642 9,307,761 4,822	2.51 - 9.37 0.04 6.88 3.26 0.03 0.28 0.12 0.03 2.91 43.43 0.02
			28,181,355	98.57	21,316,809
			1,040 3,656 57,301 2,457 - 46,097 298,121	- 0.01 0.20 0.01 - 0.16 1.05	928 6,164 57,596 1,309 - 20,962 27,926			14,762,647	68.88
								- - 1,375,400 608 44	- - 6.42 - -
			408,672	1.43	114,885			1,376,052	6.42
			$28,590,027	100.00	$21,431,694			16,138,699	75.30
								3,799,974 36,608 1,146,683 75,169 234,561	17.73 0.17 5.35 0.35 1.10
								5,292,995	24.70
								$21,431,694	100.00

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

(English Translation of Financial Statements and Report Originally Issued in Chinese)

CROWELL DEVELOPMENT CORP.

Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars, Except for earnings per share)

2024	2023
Amount $5,330,608 (3,125,307) 2,205,301 (433,003) (111,717) (544,720) 1,660,581 14,493 17,552 245 (25,898) 6,392 1,666,973 (367,963) 1,299,010 $1,299,010 $3.26 $3.14	Amount $1,849,978 (1,350,166) 499,812 (110,688) (76,843) (187,531) 312,281 5,902 567 2,044 (13,887) (5,374) 306,907 (65,308) 241,599 $241,599 $0.64 $0.58	`％`
		100.00 (72.98)
		27.02
		(5.99) (4.15)
		(10.14)
		16.88
		0.32 0.03 0.11 (0.75)
		(0.29)
		16.59 (3.53)
		13.06
		13.06

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

(English Translation of Financial Statements and Report Originally Issued in Chinese)

CROWELL DEVELOPMENT CORP.

Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in thousands of New Taiwan Dollars)

Capital stock Common stock Bond conversion entitlement certificates $3,799,974 $- - - - - - - - 36,608 - - - - - - $3,799,974 $36,608 $3,799,974 $36,608 - - 333,611 (333,611) - 297,003 - - - - - - $4,133,585 $-	Retained	Total equity
Common stock $3,799,974 - - - - - - - $3,799,974 $3,799,974 - 333,611 - - - - $4,133,585	Legal reserve $37,421 - 37,748 - - - - - $75,169 $75,169 - - - - - - $75,169
		$5,163,084 322 - (189,999) 77,642 347 241,599
		241,599
		$5,292,995
		$5,292,995 (192,490) - 623,008 78,259 1,299,010
		1,299,010
		$7,100,782

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

==> picture [484 x 725] intentionally omitted <==

[ Attachment IV ]

Crowell Development Co., Ltd.

2024 Directors Remuneration Table

																						Compensation received from entities outside subsidiaries or investments (Note 11)
					Director R	emuneration						Compensation received as Employees								Percentae of total
										Percentage of Total										g amounts for A, B,
		Compensation		Ret	irement	Director Fees (C)		Business Execution		A, B, C, and D Expenses as a Share of Net Income after		Salaries, Bonuses, d Sil F		Retire P	ment and i	Employee Re		muneration (G)
																				C, D, E, F, and G relative to net income after tax
Title	Name	(A)(Note 2)		Bene	fits (B)	(Note 3`、`12)		Expenses (D) (Note 4)		Taxes (%) (Note 10)		an peca ees (Note 5)		e Ben	nson efits (F)	(Note		6`、`12)		(%) (Note 10)
		The Company	All companies in the financial report (Note 7)	The Company	All companies in the financial report (Note 7)	The Company	All companies in the financial report (Note 7)	The Company	All companies in the financial report (Note 7)	The Company	All companies in the financial report (Note 7)	The Company	All companies in the financial report (Note 7)	The Company	All companies in the financial report (Note 7)	The Company		All companies in the financial report (Note 7)		The Company	All companies in the financial report (Note 7)
																Cash	Stock	Cash	Stock
																Amount	Amount	Amount	Amount
Director	Yuanan Investment Co., Ltd. Representative: Su, Yung-Ping	0	0	0	0	9,000	9,000	0	0	0.6928	0.6928	0	0	0	0	0	0	0	0	0.6928	0.6928	-
		0	0	0	0	0	0	24	24	0.0018	0.0018	3,753	3,753	0	0	2,000	0	2,000	0	0.4447	0.4447	-
	Ho Chu Investment Co., Ltd. Representative: Su, Meng-Kuang	0	0	0	0	4,110	4,110	0	0	0.3164	0.3164	0	0	0	0	0	0	0	0	0.3164	0.3164	-
		0	0	0	0	600	600	24	24	0.0480	0.0480	0	0	0	0	0	0	0	0	0.0480	0.0480	-
	Hsu, Lien-Chin	0	0	0	0	600	600	24	24	0.0480	0.0480	2,145	2,145	108	108	1,200	0	1,200	0	0.3139	0.3139	-
Independent Director	You, Hung-Ta	0	0	0	0	600	600	66	66	0.0513	0.0513	0	0	0	0	0	0	0	0	0.0513	0.0513	-
	Lin, Hung-Ta	0	0	0	0	600	600	69	69	0.0515	0.0515	0	0	0	0	0	0	0	0	0.0515	0.0515	-
	Huang, Ke-Ming	0	0	0	0	750	750	63	63	0.0626	0.0626	0	0	0	0	0	0	0	0	0.0626	0.0626	-
	Chiang, Hsin-Yu	0	0	0	0	750	750	63	63	0.0626	0.0626	0	0	0	0	0	0	0	0	0.0626	0.0626	-
1. Please outline th Company's remune industry norms. Th 2.In addition to the l companies in the f	e remuneration payment policies, systems, standards, and structures for general directors ration payment standards for directors and independent directors are determined in accor e authorization is made by the Board of Directors. disclosed information in the table, remuneration received by the company's directors in t inancial report (such as non-employee consultants): None.						and independent directors, a dance with the company's ar he most recent fiscal year fo			nd explain the correlation between the remuneration amount and factors such as responsibilities, risks, and time commitm ticles of association, considering the time commitment, responsibilities, and risk appetite in the Company's operations, an r providing services to all companies in the financial report (such as non-employee consultants): None.											ent: The d with ref	erence to

[ Attachment IV ]

Note 1: The names of directors should be separately listed (legal person shareholder should list the name of the legal person and the representative separately), and the payment to each director and independent director should be summarized and disclosed.
Note 2: Refers to the remuneration of directors in the most recent year (including the salary, differential pay for the job, severance pay, various rewards, bonuses and others).
Note 3: Fill in the remuneration amount allocated to directors approved by the board meeting in the most recent year.
Note 4: Refers to the related business implementation expenses of directors in the most recent years (including transportation, special disbursement, various allowance, housing, cars and other tangibles). In the case of provision of housing, cars and other forms of transportation or personal expenditure, disclose the nature and cost of the assets provided and the rent, gasoline and other payments paid at the actual or the fair market price. If a driver is assigned to the executive, please note the Company's payment to the driver, which is not included in the remuneration here.
Note 5: Refers to the salary, differential pay for the job, severance pay, various rewards, bonuses, transportation, special disbursement, various allowances, housing, cars and other tangibles for the directors taking concurrent positions as employees (including as the general manager, assistant general manager, other department managers or employees). In the case of provision of housing, cars and other forms of transportation or personal expenditure, disclose the nature and cost of the assets provided and the rent, gasoline and other payments paid at the actual or the fair market price. If a driver is assigned to the executive, please note the Company's payment to the driver, which is not included in the remuneration here. The salary expenses recognized in accordance with IFRS 2 Share-based Payment, including obtaining employee stock options, restricted stock awards, participation in new share issuance through cash capital increase, should be included in the remuneration.
Note 6: Refers to those directors taking concurrent positions as employees (including as the general manager, assistant general manager, other department managers or employees) and receiving employee compensation (including stocks and cash) in the most recent year, to whom the allocated employee compensation approved by the board shall be disclosed. If the amount cannot be estimated, calculate the amount for this year based on the actual allocated amount last year and then fill out Table (IV).
Note 7: The total amount of remunerations paid to directors of the Company by all companies (including the Company) shall be disclosed in the consolidated report.
Note 8: The total amount of remunerations paid to each director by the Company, and disclose the names in the specified range. Note 9: The total amount of various types of remunerations paid by all companies (including the Company) in the consolidated report to each director should be disclosed. Disclose the names of directors in the specified range. Note 10: The net income after tax refers to the number in the standalone and individual financial reports.
Note 11: a. This field should clearly state the amount of remuneration paid to directors from non-consolidated affiliates or the parent company. (Please fill in “None”, if there is none).
b. If a director of the Company receives a remuneration from a non-consolidated affiliates or the parent company, the amount shall be included in Field I of the appropriate range grade, and the field name should be changed to "Parent company and all non-consolidated affiliates".
c. Remunerations refer to remuneration, compensation (including employee, director and supervisor compensation) and allowance for business operations received by the directors of the Company who serve as directors, supervisors or managerial officers of the other non-consolidated affiliates that are not subsidiaries or the parent company..
Note 12: The Board of Directors of the Company approved director compensation totaling NT$17,009,936 and employee remuneration totaling NT$17,009,936 for 2024 on February 13, 2025. The detailed distribution list and amounts for director compensation and employee remuneration are expected to be approved by the Compensation Committee and the Board of Directors on May 8 ,2025.

[ Attachment VI]

	[Attachm
Type of corporate bonds	The 3rd Domestic Secured Convertible Corporate Bonds
Issue date	December31,2024
Facevalue	NT$100,000
Place of issue and trading	R.O.C.
Issueprice	102.51%of the facevalue
Issue amount	NT$600,000,000
Lot amount	6,000lots
Rate	0%
Coversionprice at issuance	NT$46.4per share
Latest conversionprice	NT$44.5 pershare
Maturitydate	5year, from Dec.31, 2024 to Dec.31, 2029
Guaranteeinginstitution	Business division,Yuanta Bank
Trustee	Land Bank of Taiwan
Underwritinginstitution	TaishinSecuritiesCo.,Limited
Repayment method	Except for cases where the holder of this convertible bond converts it into the company’s common stock in accordance with Article 10 of these regulations, exercises the repurchase right under Article 19 of these regulations, or the company redeems it early and repurchases it for cancellation through a securities firm's business location under Article 18 of these regulations, the company shall, within ten business days after the maturity date of this convertible bond, repay the holder of the convertible bond in cash at 102.53% of the bond's face value(with an effective annualyield of0.5%).
Terms for redemption or early settlement	In accordance with Article 18 of the issuance and conversion regulations for the convertible bond
Restriction terms	Please refer to the issuance and conversion regulations for this convertible bond.
Status of corporate bond execution as of the record date(March 17,2025)	The unconverted amount is NT$600,000,000

[ Attachment VI]

Type of corporate bonds	The 4th Domestic Unsecured Convertible Corporate Bonds
Issue date	Jan.17,2025
Facevalue	NT$100
Place of issue and trading	R.O.C
Issueprice	101.12%of the facevalue
Issue amount	NT$500,000,000
Lot amount	5,000Lots
Rate	0%
Coversionprice at issuance	NT$45 per share
Latest conversionprice	NT$43.1per share
Maturitydate	5years, from Jan.17, 2025 to Jan.17, 2030
Guaranteeinginstitution	Not applicable
Trustee	Land Bank of Taiwan
Underwritinginstitution	TaishinSecuritiesCo.,Limited
Repayment method	Except in cases where the holder of this convertible bond converts it into the company’s common stock in accordance with Article 10 of these regulations, exercises the repurchase right under Article 19 of these regulations, or the company redeems it early and repurchases it for cancellation through a securities firm's business location under Article 18 of these regulations, the company shall, within ten business days after the maturity date of this convertible bond, repay the holder of the convertible bond in cash at 102.53% of the bond's face value (with an effective annualyield of0.5%).
Terms for redemption or early settlement	In accordance with Article 18 of the issuance and conversion regulationsforthe convertible bond
Restriction terms	Please refer to the issuance and conversion regulations for this convertible bond.
Status of corporate bond execution as of the record date(March 17,2025)	The unconverted amount is NT$500,000,000

[ Attachment VI]

Crowell Development Co., Ltd. 2024 Annual Profit Distribution Table

Item		Unit: NT$ Amount
Beginning Undistributed Earning Add: 2024 Net Profit after Tax Subtotal Items for Allocation: Statutory Earnings Reserve 10% Distributable Net Profit Distributable Items Cash dividend of year 2024 (NT$2/share) Stock dividend of year 2024 (NT$0.5/share) Undistributed retained earnings Chairman:Su, Yung-Ping Manager:Su, Yung-Ping Accounting Supervisor:Zhang, Ya-Qing		42,070,402 1,299,010,635
		1,341,081,037 (129,901,064)
		1,211,179,973 826,717,080 206,679,270
		177,783,623

[ Attachment VII]

Crowell Development Co., Ltd.

Comparison Table for Amendment to the Articles of Incorporation

	Incorporation
After Amendment	Current provisions	Explanation
Article 7: The Company has an authorized capital of NT$8billion in800million shares. Each share has a face value of NT$10. The board of directors is authorized to raise share capital in multiple issues.	Article 7: The Company has an authorized capital of NT$5 billion in 500 million shares. Each share has a face value of NT$10. The board of directors is authorized to raise share capital in multiple issues.	Increase Registered Capital.
Article 7-1: The company may issue employee stock options at a price lower than the closing price	Article 7-1: The treasury stock purchased back by the Company could be assigned or transferred to the employees who meet certain conditions and are employees of the Company’s controlled or subordinate company. The employee stock warrants issued by the Company could be issued to the employees of a controlled or subordinated company. The new shares issued by the Company to the employee could be subscribed by the employees of controlled or subordinated company. The new restricted employee shares issued by the Company could be issued to the employees of controlled or subordinate company. The board is authorized to determine the above criteria and subscription method.	According to Article 56-1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" and the newly added amendment under Article 10-1 of the "Regulations Governing Share Repurchase by Exchange- Listed and OTC-Listed Companies."
of the company’s common stock on the issuance date; or transfer them to employees at a price lower than the average repurchase price of treasury stock. However, this action requires the attendance of shareholders holding more than half of the company’s issued shares at the shareholders'meeting, and approval by more than 2/3 of the voting rights of the attending shareholders. The treasury stock purchased back by the Company could be assigned or transferred to the employees who meet certain conditions and are employees of the Company’s controlled or subordinate company. The employee stock warrants issued by the Company could be issued to the employees of a controlled or subordinated company. The new shares issued by the Company to the employee could be subscribed by the employees of controlled or subordinated company. The new restricted employee shares issued by the Company could be issued to the employees of controlled or subordinate company. The board is authorized to determine the above criteria and subscription method.
Article 30: If the Company generates a profit in a given year, it shall allocate no less than 1% for employee compensation and no more than 3% for director remuneration. Among this, the compensation allocated to lower-level employees shall be no less than 10% of the total amount allocated for employee compensation. However, if the Company	Article 30: If the Company is profitable in the fiscal year, no less than 1% of the profit shall be offered as remuneration for employees and no more than 3% of the profit shall be allocated as remuneration for directors. However, if the Company still has accumulated losses, an amount shall be reserved in advance to make up for the	The amendment is made in accordance with Article 14, Paragraph 6 of the "Securities and Exchange Act."

		[Attachment VII]
After Amendment	Current provisions	Explanation
still has accumulated losses, an amount shall be reserved in advance to make up for the losses. Employee remuneration is mainly in the form of stocks or cash and the recipients shall include the employees of subsidiaries who meet certain criteria specified by the board. The remunerations for directors are to be paid in cash only.	losses. Employee remuneration is mainly in the form of stocks or cash and the recipients shall include the employees of subsidiaries who meet certain criteria specified by the board. The remunerations for directors are to be paid in cash only.
Article 34: The Articles of Incorporation were established on January 10, 1985 and the 1st amendment was made on November 2, 1987. 2nd amendment was made on May 22, 1989. 3rd amendment was made on September 10, 1989. 4th amendment was made on November 21, 1990. 5th amendment was made on April 25, 1991. 6th amendment was made on March 8, 1992. 7th amendment was made on May 1, 1993. 8th amendment was made on April 2, 1994. 9th amendment was made on March 25, 1995. 10th amendment was made on March 27, 1997. 11th amendment was made on May 2, 1998. 12th amendment was made on March 25, 1999. 13th amendment was made on September 22, 1999. 14th amendment was made on May 18, 2000. 15th amendment was made on June 11, 2002. 16th amendment was made on June 6, 2005. 17th amendment was made on June 6, 2005. 18th amendment was made on March 30, 2007. 19th amendment was made on June 19, 2009. 20th amendment was made on June 4, 2010. 21st amendment was made on June 9, 2011. 22nd amendment was made on May 25, 2012. 23rd amendment was made on June 30, 2014. 24th amendment was made on June 6, 2016. 25th amendment was made on October 25, 2017. 26th amendment was made on June 20, 2019. 27th amendment was made on June 18, 2020. 28th amendment was made on June 6, 2024.29th amendment was made on May 15, 2025.	Article 34: The Articles of Incorporation were established on January 10, 1985 and the 1st amendment was made on November 2, 1987. 2nd amendment was made on May 22, 1989. 3rd amendment was made on September 10, 1989. 4th amendment was made on November 21, 1990. 5th amendment was made on April 25, 1991. 6th amendment was made on March 8, 1992. 7th amendment was made on May 1, 1993. 8th amendment was made on April 2, 1994. 9th amendment was made on March 25, 1995. 10th amendment was made on March 27, 1997. 11th amendment was made on May 2, 1998. 12th amendment was made on March 25, 1999. 13th amendment was made on September 22, 1999. 14th amendment was made on May 18, 2000. 15th amendment was made on June 11, 2002. 16th amendment was made on June 6, 2005. 17th amendment was made on June 6, 2005. 18th amendment was made on March 30, 2007. 19th amendment was made on June 19, 2009. 20th amendment was made on June 4, 2010. 21st amendment was made on June 9, 2011. 22nd amendment was made on May 25, 2012. 23rd amendment was made on June 30, 2014. 24th amendment was made on June 6, 2016. 25th amendment was made on October 25, 2017. 26th amendment was made on June 20, 2019. 27th amendment was made on June 18, 2020. 28th amendment was made on June 6,2024.	The amendment is made to incorporate changes and specify dates.

[ Attachment VIII ]

Crowell Development Co., Ltd.

2025 Regulations on Issuing and Exercising Employee Stock Warrants

Article 1: Purpose of Issuance
- The Company aims to attract and retain essential professional talent, motivate employees, and enhance employee engagement to jointly create benefits for the Company and shareholders. This includes ensuring the alignment of employee interests with shareholder interests. 2025 Regulations on Issuing and Exercising Employee Stock Warrants (referred to as "these Regulations") is established in accordance with Article 28-3 of the Securities and Exchange Act and relevant provisions such as the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers".
Article 2: Period of Issuance Within two years from the date of receipt of the effective notification from the competent authority, issuance will be conducted either as a single issuance or in installments, with the actual issuance date authorized by the chairman.
Article 3: Qualifications of Subscription Rights Holders
(1) Subscription rights holders are limited to full-time regular employees within the Company's establishment.
(2) The actual number of subscription rights holders and the allocation of subscription rights will be determined based on factors such as employees' tenure, job level, performance evaluation, overall contribution, and special achievements. After verification by the chairman or a designated individual, it will be submitted for approval by the board of directors. If the subscription rights holder is a company executive or serves as a director, prior approval from the Compensation Committee is required before board approval. For subscription rights holders who are not executives or directors, prior approval from the Audit Committee is necessary before board approval.
(3) According to Article 56-1(1) of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the cumulative subscription amount for a single subscription rights holder, including restricted employee shares, shall not exceed 0.3% of the total issued shares. Additionally, under Article 56-1(1) of the Guidelines for Issuers' Offering and Issuance of Securities, the cumulative subscription amount for a single subscription rights holder shall not exceed 1% of the total issued shares. However, approval from the respective central authorities may exempt an individual employee from these limits on a combined basis of employee subscription rights and restricted employee shares.
Article 4: Total Units Issued
- The total issuance amount is 1,500,000 units, and each unit of subscription warrant entitles the holder to subscribe to 1 share. Therefore, the total number of new ordinary shares to be issued upon exercise of the subscription warrants is 1,500,000 shares.

[ Attachment VIII ]

Article 5: Subscription Conditions

(1) Subscription Price:

The subscription price shall be set at not less than 60% of the closing price of ordinary shares on the date of issuance of the subscription warrants.

(2) Exercise Period:

i. Subscribers may exercise their subscription rights according to the following
schedule and proportion, commencing two years after being granted the employee
subscription warrants. The subscription warrants have a validity period of five
years and may not be transferred, pledged, gifted, or disposed of in any other way,
except by inheritance.
Period of Subscription Ratio of Subscription Rights Exercisable
After 2 years 40%
After 3 years 30%
After 4 years 30%

ii. In cases of serious violations of labor contracts, employment agreements, or company regulations, the Company reserves the right to reclaim and cancel subscription warrants that have not yet been exercised.
(3) Type of Subscribed Shares: Common shares of the Company.
(4) Handling of Subscription Rights upon Voluntary Resignation, Leave without Pay, Retirement, Death, Disability due to Occupational Injury, Termination, or Dismissal:
i. Voluntary Resignation: Subscription warrants with exercise rights may be exercised within one month from the resignation date. Failure to exercise within this period is considered a waiver of subscription rights. Subscription warrants without exercise rights are deemed waived on the day of resignation.
ii. Leave without Pay: Subscription warrants with exercise rights may be exercised within one month from the date of resumption of duties after leave without pay. Subscription warrants without exercise rights regain their benefits upon resumption of duties, but the exercise period shall be extended based on the period of leave without pay, not exceeding the duration of the subscription warrants specified in paragraph (2) of this Article.
iii. Retirement: All subscription rights may be exercised upon retirement. However, the exercise must occur within six months from the retirement date or two years after being granted the subscription warrants (whichever is later) and not beyond the duration of the subscription warrants.
iv. Death: The inheritor may exercise all subscription rights within six months from the date of death or two years after being granted the subscription warrants (whichever is later) and not beyond the duration of the subscription warrants.
v. Disability due to Occupational Injury or Death:
In cases of disability due to occupational injury that renders the individual unable to continue employment, all subscription rights may be exercised upon leaving the Company. However, the exercise must occur within six months from the date of departure or two years after being granted the subscription warrants (whichever is later) and not beyond the duration of the subscription warrants.
In cases of death due to occupational injury, the inheritor may exercise all subscription rights within six months from the date of death or two years after being granted the subscription warrants (whichever is later) and not beyond the duration of the subscription warrants.

[ Attachment VIII ]

vi. Termination or Dismissal: Subscription warrants with exercise rights may be exercised within one month from the effective date of termination or dismissal, not exceeding the duration of the subscription warrants. Failure to exercise within the specified period is considered a waiver of subscription rights.
vii. Subscription warrants without exercise rights are deemed waived on the effective date of termination or dismissal. Failure to Exercise: Failure to exercise subscription rights within the specified deadlines is considered a waiver of subscription rights.
viii. Other Termination of Employment: For other unspecified terminations or adjustments to employment, subscription rights shall be exercised according to the exercise period and schedule specified in paragraph (2) of this Article.
ix. Adjustment: In cases not covered by the aforementioned reasons or where adjustments are required according to relevant laws, the Chairman is authorized to individually establish or adjust based on the actual circumstances.
(5) Handling of Waived Subscription Warrants: For subscription warrants that are waived, the Company will reclaim and cancel them without reissuance.
Article 6: Method of Fulfillment The performance will be executed through the issuance of new shares by the Company.
Article 7: Adjustment of Subscription Price
(1) Following the issuance of the warrants, barring securities issued by the Company allowing for common stock conversion or subscription rights tied to employee incentives, any changes to the Company's common stock—whether through capital increases via public or private means, profit-to-capital conversions, capital surplus allocations, mergers, acquisition-related share issuances, stock splits, or participation in overseas depository receipt offerings—will prompt an adjustment of the subscription price using the following formula (rounded to the nearest NT dollar). Adjustments due to stock face value changes, leading to increased common share issuances, will align with the new share issuance reference date, though those who have completed payment will adjust by the full payment date. The revised subscription price = Initial subscription price × [Issued shares + (Payment amount per share × Newly issued shares) ÷ Price per share] ÷ [Issued shares + Newly issued shares].
For stock face value changes, the adjusted subscription price = Initial subscription price × (Number of issued common shares pre-change ÷ Number of issued common shares post-change).
i. "Issued shares" refers to the total number of common shares issued by the Company, including completed private placements of common shares, but excluding shares represented by paid-up warrants and convertible bonds. Additionally, treasury shares repurchased by the Company that have not yet been cancelled or transferred should be deducted from this total.
ii. The "payment amount per share" is zero for bonus issues or stock splits.
iii. In the event of a merger with another company, the payment amount per share for newly issued shares is determined as the simple average closing price of the Company's common stock over the thirty consecutive business days preceding the forty-fifth business day before the merger reference date.
iv. No adjustment will be made if the adjusted subscription price is higher than the original subscription price.

[ Attachment VIII ]

v. If the adjusted subscription price is lower than the face value of the common stock, the face value of the common stock will be used as the subscription price.
vi. The market price per share is calculated as the simple arithmetic average of the closing prices of the common stock on the first, third, and fifth business days prior to the ex-dividend date, pricing reference date, or stock split reference date.
vii. For scenarios not covered above regarding changes in share structure, the decision to adjust or not shall be authorized by the board of directors.
viii. Adjustments to the subscription price, as required, will follow the aforementioned formula and require approval by the chairman without additional board approval.
(2) Following the issuance of warrants, upon the distribution of cash dividends on common shares, the subscription price shall be adjusted on the ex-dividend date using the following formula (rounded to the nearest NT dollar). Adjusted subscription price = Original subscription price × (1 - Ratio of cash dividends per share to market price per share).
i. The determination of the market price per share shall be based on the simple arithmetic average closing price of the Company's common stock on one, three, or five trading days immediately preceding the announcement date for the cessation of share transfer due to cash dividends.
ii. In cases where both cash dividends and stock dividends are simultaneously distributed (including capitalization of earnings and capital surplus), the subscription price shall first be adjusted based on the cash dividend amount, followed by an adjustment based on the stock dividend amount.
(3) Following the issuance of warrants, if there is a reduction in common stock due to a reduction in capital not resulting from the cancellation of treasury shares, the adjusted subscription price shall be calculated on the reduction base date using the following formula (rounded to the nearest NT dollar), or on the new share issuance reference date if the reduction is due to changes in stock face value.
i. Adjustment for loss recovery during capital reduction:
Adjusted subscription price = Original subscription price × (Number of issued common shares before reduction / Number of issued common shares after reduction)
ii. Adjustment for cash reduction:
Adjusted subscription price = [Original subscription price × (1 - Ratio of cash refund per share to closing price on the last trading day before issuance of new shares)] × (Number of issued common shares before reduction / Number of issued common shares after reduction)
iii. Adjustment for change in stock face value:
Adjusted subscription price = Original subscription price × (Number of issued common shares before face value change / Number of issued common shares after face value change) Note: The number of issued common shares includes the total number of issued common shares and private placements, excluding treasury shares repurchased by the Company that have not yet been cancelled or transferred.
Article 8: Procedure for Exercising Subscription Rights
(1) Subscription rights holders, unless subject to restrictions on exercising rights as specified in Article 9 or during periods of share transfer suspension as required by law, may exercise their subscription rights in accordance with these Regulations. They must complete a "Subscription Request Form" and submit a subscription application to the Company's share registrar. The subscription takes effect upon submission and cannot be revoked.

[ Attachment VIII ]

(2) Upon receiving the subscription request, the Company's share registrar shall notify the subscription rights holder to deposit the subscription amount into a designated bank within a specified period.
(3) After confirming receipt of the full subscription amount, the Company's share registrar shall record the number of subscribed shares and the employee's name in the Company's shareholder register, and shall allocate the shares through the centralized securities depository system within five business days.
(4) The issued common stock shall be eligible for trading on the stock market from the date of delivery to the subscription rights holder.
(5) The Company shall apply for changes to registered capital with the competent authority at least once every quarter.
Article 9: Restrictions on the Exercise of Subscription Rights:
- Holders of subscription warrants may not exercise their rights during following time frame:
(1) Subscription rights cannot be exercised during the statutory transfer suspension period preceding the annual general meeting.
(2) Subscription rights cannot be exercised from fifteen business days before the stoptransfer date for no-cost rights offerings, cash dividend cessation date, or cash capital increase subscription cessation date until the rights distribution record date. Similarly, subscription rights cannot be exercised from the reduction base date for capital reduction until the day prior to the commencement of trading of the reduced and exchanged shares.
(3) Subscription rights cannot be exercised from the date of the board meeting determining the merger or split base date for the fiscal year until the respective base date.
(4) Additional statutory transfer suspension periods resulting from actual circumstances also restrict the exercise of subscription rights.
Article 10: Exercise of Rights and Obligations Following Subscription
- The rights and obligations associated with the newly issued common shares delivered under these Regulations are equivalent to those of the Company's existing common stock. Any taxes related to the subscribed shares under these Regulations will be managed according to the tax laws of the Republic of China (Taiwan) in effect at that time.
Article 11: Confidentiality Provision
- Upon receiving subscription warrants, subscription rights holders are required to observe strict confidentiality. Except where compelled by law or regulatory agencies, holders must not disclose details or quantities related to the granted subscription warrants. Violations of this provision will be subject to the procedures outlined in Article 5, Section 2, Clause 2 of these Regulations.
Article 12: Implementation Details
- Individual subscription rights holders will be notified separately by the Company regarding the quantity of subscription warrants granted, procedures for exercising subscription warrants, subscription payments, share issuance, and related operations, along with the respective timelines for these activities.
Article 13: Other Important Provisions
(1) These Regulations shall become effective upon approval by two-thirds or more of the directors present at a board meeting and agreement by at least half of the directors present, followed by submission to the competent authority. In case of

[ Attachment VIII ]

required revisions during the submission and review process due to regulatory requests, the Chairman is authorized to amend these Regulations, subject to subsequent retroactive approval by the board before issuance.

(2) Matters not addressed in these Regulations shall be governed by relevant laws and regulations.
Article 14: Effective Date

These Regulations were enacted on February 13, 2025.

[ Appendix I ]

Crowell Development Co., Ltd. Procedures for Shareholders’ Meetings

Article 1: Unless otherwise specified by laws, shareholder meetings of the Company shall proceed according to the terms of these Rules.
Article 2: Attending shareholders or proxies shall bring their attendance card or hand in the sign-in card, and the number of shares in attendance is calculated based on the number of sign-in cards submitted.
Article 3: Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 4: The venue for a shareholders’ meeting shall be the premises of this 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.
Article 5: The chairman should chair the meeting convened by the chairman. Vice-chairman is to chair the meeting on behalf of the chairman if the chairman takes the day off or for any reason cannot exercise the power. The chairman is to appoint a managing director on behalf of the vice-chairman if the vice-chairman cannot attend the meeting due to the aforementioned reasons. A director is assigned if there is no managing director. In the event that the chairman does not appoint anyone, the managing directors or the directors are to recommend one person. For the meeting that is convened by the ones with the convening authority outside of the board, the meeting should be chaired by convening authority. One person should be selected to chair the meeting if there are more than two presents.
Article 6: The legal counsels, certified public accountants and other relevant personnel designated by the Company may attend and observe the shareholders’ meeting. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
Article 7: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Article 8: The chairperson shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements as referred to in the preceding Paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act. Prior to conclusion of the meeting, if the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a resolution by the general assembly according to Article 174 of the Company Act.
Article 9: The board should set the agenda for the meetings that it convenes. The meeting should be carried out based on the agenda, and should be not changed without the resolution of the shareholders. The preceding Paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.

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

Article 10: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number) and account name. The order in which shareholders speak will be set by the chairperson. An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of the shareholder’s speech and those recorded on the slip, the contents of the shareholder’s speech shall prevail. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairperson and such speaking shareholder; the chairperson shall stop any such violations.
Article 11: Each shareholder shall not make more than two statements for the same proposals without the chairman’s agreement, and each statement shall not exceed five minutes. If a shareholder’s statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement. If a shareholder’s statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement.

Article 12: If a juristic person is entrusted to attend the shareholders’ meeting, such juristic person may only appoint one person to be its representative at the meeting. If a shareholder who is a juristic person appoints two or more representatives to attend the meeting, only one representative may speak on any given proposal.
Article 13: After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.
Article 14: The chair is to stop the discussion and announce a vote for the motion close to the level to be decided by votes.
Article 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of this Company. Voting results shall be made known on-site immediately and being recorded in writing.
Article 16: When a meeting is in progress, the chairperson may announce a break based on time considerations.
Article 17: Except as otherwise provided in the Company Act and in this Company's Articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. Shareholders are to conduct voting and on the same day of the meeting, the number of agree, disagree and abstain are entered into the Market Observation Post System.
Article 18: When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. Provided that if one of such proposal has been approved, the other proposals will be deemed to have been vetoed and no further action will be necessary.
Article 19: The chair is to direct proctors (or security guards) to help maintain order in the meeting. The proctors (or security personnel) help maintain order at the meeting place shall wear an armband bearing the word "Proctor."
Article 20: If there is an air raid alert during the meeting, the chairperson will announce the suspension of the meeting and plan for evacuation. After the alert is ended, the chairperson will announce the continuation of the meeting at his discretion.
Article 21: These Rules are to be announced and implemented after being approved by the shareholders' meeting and likewise for the revisions.

[ Appendix II ]

Crowell Development Co., Ltd. Articles of Incorporation

Chapter 1 General

Article 1: The Company is incorporated in accordance with the Company Act and is named Crowell Development Co., Ltd.

Article 2: The Company is engaged in the following business activities:
I. Commission construction companies to build commercial buildings and lease and sell residential buildings.
II. Invest in the parking lots within the areas of urban development plans.
III. Operation of children's playgrounds, amusement parks, multi-sport stadiums, supermarkets and warehousing.
IV. Accept contracting of land rezoning business.
V. Commissioned by the industrial authority of the government to develop industrial zones. (Except the construction industry)
VI. Manufacturing and trading of building materials. VII. Import and export of all abovementioned products. VIII. Trading and import/export of decorative building materials.
IX. Advertising art and design. (Except licensed business)
X. Operation of restaurants, cafes and hotels.
XI. Merchandizing. XII. Land and fixed property appraisal business. XIII. Brokering housing rental and sales. XIV. CC01080 Electronics components manufacturing. XV. CC01050 Data storage media units manufacturing. XVI. A101020 Food crops. XVII. A101040 Mushroom. XVIII. A101050 Growing of flowers.
XIX. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The head office of the Company is located in Taoyuan City. If necessary, branch offices both at home or abroad may be established by the resolution of the board of directors.
Article 4: Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Company Act.
Article 5: The Company may provide external endorsement for business-related purposes, which are subject to the Company's Operating Procedures for Endorsement and Guarantee.
Article 6: The Company may invest in other businesses for business needs. The total amount of the Company's external investment is not subject to the 40% limit rule of the paid-in capital as stated in Article 13 of the Company Act.

Chapter 2 Share Capital

		Chapter 2 Share Capital
Article	7:	The Company has an authorized capital of NT$5 billion in 500 million shares. Each
		share has a face value of NT$10. The board of directors is authorized to raise share
		capital in multiple issues.
		The Company is permitted to issue employee stock warrants, reserving 5,000,000
		shares within the total share capital for this purpose.
Article	7-1:	The treasury stock purchased back by the Company could be assigned or transferred to
		the employees who meet certain conditions and are employees of the Company’s
		controlled or subordinate company.
		The employee stock warrants issued by the Company could be issued to the employees
		of a controlled or subordinated company.
		The new shares issued by the Company to the employee could be subscribed by the
		employees of controlled or subordinated company.
		The new restricted employee shares issued by the Company could be issued to the
		employees of controlled or subordinate company.
		The board is authorized to determine the above criteria and subscription method.
Article	8:	The share certificates of the Company are all name-bearing and signed or stamp-sealed
		by directors representing the Company and are issued upon the authentication by the
		bank permitted by law to serve as the registrar for the issuance of stocks.
		Shares of the Company are exempted from actual printing but shall be registered with
		the Taiwan Depository and Clearing Corporation and subject to its regulations.
Article	9:	The shareholders of the Company shall handle matters such as the transfer, donation,
		establishment and cancellation of pledge rights, loss, damage or other affairs of shares
		in accordance with the Regulations Governing the Administration of Shareholder
		Services of Public Companies and other relevant regulations.
Article	10:	Changes in the shareholder register cannot be made within 60 days prior to
		shareholders' regular meetings, 30 days prior to extraordinary general meetings or 5
		days before the Company's decision on dividend or bonus distribution or other ex-dates.

Chapter 3 Shareholder Meetings

		Chapter 3 Shareholder Meetings
Article	11:	Meetings of shareholders include annual general meetings of shareholders (AGM) and
		extraordinary general meeting of shareholders (EGM). Shareholders’ general meetings
		shall be held within six months after the end of each fiscal year. Extraordinary general
		meetings, when necessary, are held in accordance with the provisions of the Company
		Act.
		Shareholders' meetings of the Company may be conducted via video conference or
		other methods as announced by the relevant regulatory authority.
		Each shareholder shall be notified of the date, location and reasons for convening
		shareholders meetings at least 30 days before the general meetings or 15 days before the
		extraordinary meetings.

The notice in the preceding paragraph to all shareholders may be made in writing or electronically, but for shareholders with less than 1,000 shares, the notice may be served by public announcement.

Unless otherwise specified by law, shareholders’ meetings are to be convened by the board of directors.
Article 12: Shareholders who are unable to attend the meeting may offer to show the power of attorney issued by the Company that specifies the scope of authorization in accordance with Article 177 of the Company Act and entrust their proxy to attend the meeting.
Article 13: The chairman should chair the shareholders’ meeting convened by him/her. The chairman is to appoint a director to chair the meeting on his/her behalf if the chairman takes the day off or for any reason cannot exercise the power. In the event that the chairman does not appoint anyone, the directors are to recommend one person among the directors. For the meeting that is convened by the ones with the convening authority outside of the board, the meeting should be chaired by the convening authority. One person should be selected to chair the meeting if there are more than two presents.
Article 14: Every share represents one vote unless it is restricted or does not have the voting rights as specified by the Company Act.
Article 15: Unless otherwise specified by the Company Act, shareholder meetings shall have the attendance of shareholders with more than half majority of the issued shares and the resolutions shall be represented by more than half the majority of the attending shareholders.
Article 16: Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The distribution of the aforementioned meeting minutes can be entered into Market Observation Post System to be publicly announced. The resolution proceedings should correctly record the year, month, date, location, name of the chair, voting method, the essentials and the results of the meeting and should be kept permanently during the existence of the company. The attendance list bearing the signatures of the shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter 4 Directors and Audit Committee

Article 17: The Company shall have seven to nine directors (including independent directors), who are elected using the candidate nomination approach during shareholders’ meetings from the candidate list to serve a term of three years. The term of service may be renewed if they are re-elected in the next election. Among the abovementioned

		directors, there should be at least 3 independent directors, accounting for no less than
		1/5 of the board seats. The professional qualifications, shareholding, part-time
		restrictions, nominations and other rules to be followed regarding the election of
		independent directors shall be handled in accordance with laws and regulations of the
		competent authority.
Article	18:	If the board loses more than one-third of its directors or if the independent directors are
		dismissed entirely, the board of directors shall convene an extraordinary general
		meeting within 60 days to elect new members for the shortfall. In which case, the newly
		elected members shall serve the remaining term of the existing board members.
Article	19:	The Company has established an audit committee which is composed of all independent
		directors in accordance with Article 14-4 of the Securities and Exchange Act to be
		responsible for performing the functions of supervisors specified in the Company Act,
		the Securities and Exchange Act and other regulations.
Article	20:	The executive duties of directors shall be extended until the re-election if their term
		expires before the re-election.
Article	21:	A chairman representing the Company is elected in the board meeting where more than
		two-thirds of directors are in attendance and more than half of the attending directors
		agree to the vote and the chairman is to conduct all matters of the Company in
		accordance with the laws, Articles of Incorporation and the resolutions of the
		shareholder meetings and the board.
Article	22:	The Company's business policy and other important matters are subject to the board
		which convenes the first meeting of each batch in accordance with the provisions of
		Article 203 of the Company Act and the rest meetings in accordance with the provisions
		of Article 203-1 of the Company Act. If the chairman asks for leave or fails to exercise
		rights and responsibilities for any reason, a representative shall be appointed in
		accordance with the provisions of Article 208 of the Company Act.
Article	23:	Reasons shall be specified and every director shall be notified at least seven days before
		the convening of board meetings. However, in case of an emergency, the meeting may
		be convened at any time. The notification specifying the reasons for the meeting can be
		made in writing or by email or fax.
Article	24:	Directors shall attend the board meeting in person. However, those who cannot attend
		the meeting due to special reasons may be represented by other directors. If video
		conferencing is used for a board meeting, directors who participate in the meeting via
		video conferencing are considered in attendance in person. A director who appoints
		another director to attend a board meeting shall in each instance issue a proxy form
		stating the scope of authorization with respect to the reasons for convening the meeting.
		Such proxy shall be limited to the appointment of one person only.
Article	25:	The discussed issues should be recorded in the meetings signed or stamped and sealed
		by the chair and then distributed to each director within twenty days after the meeting.
		The meeting minutes shall record the essentials and results of the meetings. The

proceedings shall be kept in the Company together with the signature of the attending directors and the power of attorney for the proxies.

Article 26: (Deleted)
Article 27: The remuneration of directors is authorized at board meetings based on their level of participation in and contribution to the Company's operations. The remuneration follows the standards among the industry peers.

==> picture [500 x 36] intentionally omitted <==

Chapter 5 Managers

Article 28: The Company shall establish positions of managers, and the appointment, dismissal and remuneration shall comply with Article 29 of the Company Act.
Article 28-1: The Company may hire consultants or key staff through a resolution of the board.

Chapter 6 Accounting

Article 29: The Company shall, at the end of each fiscal year, have the board prepare the list of documents shown below, submit them to shareholders' general meetings and request for the ratification of the reports at the meeting.
I. Business Report.
II. Financial statements. III. Proposal on surplus distribution or loss compensation.
Article 30: If the Company is profitable in the fiscal year, no less than 1% of the profit shall be offered as remuneration for employees and no more than 3% of the profit shall be allocated as remuneration for directors. However, if the Company still has accumulated losses, an amount shall be reserved in advance to make up for the losses.
Employee remuneration is mainly in the form of stocks or cash and the recipients shall include the employees of subsidiaries who meet certain criteria specified by the board. The remunerations for directors are to be paid in cash only.
Article 31: The Company's motions for profit distribution or make-up for losses shall be submitted to the board for resolution after being reviewed together with the business report and financial statements after the end of each fiscal half-year.
Semi-annual surpluses concluded by the Company shall have the tax payable estimated and retained, and are subject to reimbursement of previous losses and payments to remunerations of employees and directors, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-up capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws may require. The residual balance can then be added to undistributed earnings carried from the previous half of the fiscal year as shareholders’ bonuses, and distributed or retained at board of directors' proposal, subject to resolution in a shareholders’ meeting. Distributions shall be made by issuing new shares.

Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-up capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws or the competent authority may require. The residual balance can then be added to undistributed earnings carried from previous years and distributed at board of directors' proposal, subject to a resolution in a shareholders’ meeting. Distributions shall be made by issuing new shares. Pursuant to Article 240 of the Company Act, the Company may authorize the board of directors to distribute dividends and profit-sharing, or legal reserve and capital reserve (subject to compliance with Article 241 of the Company Act) wholly or partially in cash. Such decisions must be approved in a board meeting with at least two-thirds of directors present and supported by more than half of the attending directors and reported during a shareholder meeting afterwards.

The Company's dividend policy is based on the current and future development plans and considers the investment environment, capital needs and the interests of shareholders. When the Company distributes the annual earnings, at least 10% will be issued as cash dividends. However, if the cash dividends per share is less than NT$0.1, stock dividends are issued instead.

Chapter 7 Additional Rules

Article 32: The Company's organizational policies and procedures are separately determined by the board.
Article 33: Any outstanding issues not specified in the Articles of Incorporation are to be handled in accordance with the Company Act and the related regulations.
Article 34: The Articles of Incorporation were established on January 10, 1985 and the 1st amendment was made on November 2, 1987. 2nd amendment was made on May 22, 1989. 3rd amendment was made on September 10, 1989. 4th amendment was made on November 21, 1990. 5th amendment was made on April 25, 1991. 6th amendment was made on March 8, 1992. 7th amendment was made on May 1, 1993. 8th amendment was made on April 2, 1994. 9th amendment was made on March 25, 1995. 10th amendment was made on March 27, 1997. 11th amendment was made on May 2, 1998. 12th amendment was made on March 25, 1999. 13th amendment was made on September 22, 1999. 14th amendment was made on May 18, 2000. 15th amendment was made on June 11, 2002. 16th amendment was made on June 6, 2005. 17th amendment was made on June 6, 2005. 18th amendment was made on March 30, 2007. 19th amendment was made on June 19, 2009. 20th amendment was made on June 4, 2010. 21st amendment was made on June 9, 2011. 22nd amendment was made on May 25, 2012. 23rd amendment was made on June 30, 2014. 24th amendment was made on June 6, 2016. 25th amendment was made on October 25, 2017. 26th amendment was

made on June 20, 2019. 27th amendment was made on June 18, 2020. 28th amendment was made on June 06, 2024.

[ Appendix III ]

Crowell Development Co., Ltd.

Shareholding of All Directors

I. As of March 17, 2025, the minimum number of shares that shall be held by all directors and the number of shares recorded in the shareholder registry.

Title	Number of shares that shall be held	Number of shares recorded in the shareholder registry
Director	16,000,000	173,584,193

II. Directors' Shareholding Position as of March 17, 2025

Title	Name	Number of shares recorded in the shareholder registry
Director	Yuan-An Investment Co., Ltd.	22,169,004
	Representative: Su, Yung-Ping	588,000
Director	Ho Chu Investment Co., Ltd.	150,727,189
	Representative: Su, Meng-Kuang	0
Director	Hsu, Lien-Chin	100,000
Independent Director	You, Hung-ta	0
Independent Director	Lin, Hung-ta	0
Independent Director	Chiang, Hsin-Yu	0
Independent Director	Huang, Ke-Ming	0

AI assistant

CROWELL — AGM Information 2025

52141_rns_2025-05-19_169b3237-61de-4595-95af-035b42f53d1c.pdf

Crowell Development Co., Ltd.

2025 Annual General Shareholders' Meeting Handbook

Notification

Table of Contents

Crowell Development Co., Ltd.

2025 Annual General Meeting Procedures

I. Commencement of Meeting

II. Chairman's Statement

III. Reporting Items

IV. Matters for Ratification

V. Matters for Discussion

VI. Extempore Motions

VII. Adjournment

Crowell Development Co., Ltd.

2025 Annual General Shareholders' Meeting Agenda

Reporting Items

Item 1

Item 2

Item 3

Item 4

Item 5

Item 6

Matters for Ratification

[Proposed by the Board of Directors]

Matters for Discussion

Matter 2

[Proposed by the Board of Directors]

Resolution:Matter 3

[Proposed by the Board of Directors]

Extempore Motion

Adjournment

Crowell Development Co., Ltd. 2024 Business Report

I. 2024 Business Performance:

(2) 2024 Breakdown of Operating Revenue

(II) Budget Execution Status:

(III) Financial performance analysis

1. Construction Planning and Design

II. 2025 Business Plan Overview:

III. Strategies for Future Development:

IV. Impact of the Competitive Environment, Regulatory Environment, and Macroeconomic Environment

Chairman: Su, Yung-Ping

President: Su, Yung-Ping

Chief Accounting Officer: Zhang, Ya-Qing

Crowell Development Co., Ltd. 2024 Audit Committee's Review Report

Crowell Development Co., Ltd.

Crowell Development Co., Ltd.

2024 Independent Auditors’ Report and Financial Statements

Opinions

Basis for Opinion

Key Audit Matters

1. Revenue recognition

2. Acquisition and valuation of Inventory (Lands held for construction)

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

(English Translation of Financial Statements and Report Originally Issued in Chinese)

CROWELL DEVELOPMENT CORP.

Balance Sheets

December 31, 2024 and 2023

CROWELL DEVELOPMENT CORP.

Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

CROWELL DEVELOPMENT CORP.

Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

Crowell Development Co., Ltd.

2024 Directors Remuneration Table

Crowell Development Co., Ltd. 2024 Annual Profit Distribution Table

Crowell Development Co., Ltd.

Comparison Table for Amendment to the Articles of Incorporation

Crowell Development Co., Ltd.

2025 Regulations on Issuing and Exercising Employee Stock Warrants

Crowell Development Co., Ltd. Procedures for Shareholders’ Meetings

Crowell Development Co., Ltd. Articles of Incorporation

Chapter 1 General

Chapter 2 Share Capital

Chapter 3 Shareholder Meetings

CROWELL AGM Information 2025