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CS — Annual Report 2026
Apr 16, 2026
52736_rns_2026-04-16_f4aed5e5-3516-4d8c-8c18-968cba647b72.pdf
Annual Report
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Stock code: 8367
CSHS
Chien Shing Harbour Service Co., Ltd.
2026 Shareholders’ meeting
Handbook
Time: 10:00 am, May 26, 2026 (Tuesday)
Location: Chien Shing’s headquarters building
(Address: 4F., No. 1, Sec. 10, Taiwan Blvd., Wuqi Dist., Taichung City)
DISCLAIMER
*This is a translation of the Chinese text and serves for the sole purpose of reference. Should there be any discrepancy, the Chinese version shall prevail.
Page
I. Agenda for the 2026 Shareholders’ Meeting ... 1 II. Report Items ... 2-4 III. Acknowledgements ... 5 IV. Discussions ... 6 V. Extemporary Motions ... 6 VI. Adjournment ... 6
VII. Attachment:
- 2025 Business Report ... 7~11
- Audit Committee’s Review Report ... 12
- Comparison Table of Amendment to the “Ethical Corporate Management Best Practice Principles” ... 13~15
- Comparison Table of Amendment to the “Code of Ethical Conduct” ... 16
- Comparison Table of Amendment to the “Procedures for Acquisition and Disposal of Assets” ... 17~21
- Audit Report by the CPA Firm and 2025 financial statements ... 22~38
VIII. Appendix:
- Articles of Incorporation ... 39~43
- Rules of Procedure for Shareholders’ Meeting ... 44~52
- Shareholding of directors ... 53
- Other Notes ... 54
Chien Shing Harbour Service Co., Ltd.
I. Agenda for the 2026 Shareholders’ Meeting
Time: 10:00 am, May 26, 2026 (Tuesday)
Location: Chien Shing’s headquarters building (Address: 4F., No. 1, Sec. 10, Taiwan Blvd., Wuqi Dist., Taichung City)
Convening method: This meeting will be held by means of physical meeting
Call the Meeting to Order
Chairperson Remarks
-
Report Items (1) 2025 Business Report (2) The Audit Committee’s Review on the 2025 Accounting Final Report (3) Report on 2025 employees’ compensation and remuneration to directors (4) Report on the Endorsements and Guarantees of other enterprises. (5) Report on 2025 Earnings Distribution of Cash Dividends. (6) Report on the Amendment of the Ethical Corporate Management Best Practice Principles. (7) Report on the Amendment of the Code of Ethical Conduct.
-
Proposed Resolutions (1) 2025 Business Report and Financial Statement. (2) 2025 Earnings Distribution.
-
Discussions (1) Amendments to the Company's "Procedures for Acquisition and Disposal of Assets"
-
Extemporary Motion
-
Adjournment
~ 1 ~
II. Report Items
(1) 2025 Business Report.
Explanation: 1. Please refer to Attachment 1, page 6-9 of the Handbook for 2025 Business Report. 2. Please proceed to review it.
(2) The Audit Committee’s Review on the 2025 Accounting Final Report
Explanation: 1. Please refer to Attachment 2, page 10 of the Handbook for 2025 Audit Committee’s Review Report. 2. Please proceed to review it.
(3) Report on 2025 employees’ compensation and remuneration to directors.
Explanation: 1. In accordance with Article 20 of the Articles of Incorporation. 2. The Board of Directors, at its 7th meeting of the 13th term, resolved to allocate 2% of the profit for the fiscal year 2025 as employee compensation and 1% as director remuneration, both to be distributed in cash. 3. Based on earnings made in 2025, the approval of the Company’s salary and compensation committee and the resolution of the Board of Directors, the Company will distribute NT$8,183,188 and NT$4,909,913 in cash as compensation for the employees and directors respectively. 4. Please proceed to review it.
(4) Report on the Endorsement and Guarantee of other enterprises.
Explanation: 1. The Company's total equity on Financial Statement as of December 31, 2025 is NT$3,442,380,000. The Company's restricted balance amount of endorsements and guarantees for outward loans and any single one enterprise are NT$5,163,570,000 and NT$3,442,380,000 respectively. The company makes the endorsement and guarantee in accordance with the Company's Procedures for Making Endorsements and Guarantees without exceeding the limits of amount. 2. The execution status of the Company's balance amount of endorsements and guarantees as of December 31, 2025 is as follows:
| Guarantor Company | Endorsed and Guaranteed Party | Relationship | Limit of Endorsement and Guaranty to Single Enterprise (Unit : NT$ Thousands) | Endorsement and Guaranty Sum (Unit : NT$ Thousands) | Ratio of Endorsement and Guaranty Sum to Financial Statement Net Value (%) |
|---|---|---|---|---|---|
| Company Name | |||||
| Chien Shing Harbour Service Co., Ltd. | Ancora Harbor Service Co., Ltd. | Note 1 | 3,442,380 | 1,159,359 | 33.68% |
| Central Taiwan Science Park Logistics Co., Ltd. | 3,442,380 | 150,000 | 4.36% | ||
| Innotech Logistics Co., Ltd. | 3,442,380 | 2,013,735 | 58.50% |
| Subtotal for This Company | 3,323,094 | 96.53% | |||
|---|---|---|---|---|---|
| Central Taiwan Science Park Logistics Co., Ltd. | Chien Shing Harbour Service Co., Ltd. | Note 2 | 1,120,405 | 290,160 | 25.90% |
| Subtotal for Subsidiary | 290,160 | ||||
| Group Total | 3,613,254 | 104.96% |
Note 1: Companies in which the company directly or indirectly holds more than 50% of the voting shares. Note 2: Companies that directly or indirectly hold more than 50% of the company’s voting shares.
- Please proceed to review it.
(5) Report on 2025 Earnings Distribution of Cash Dividends.
Explanation:
- This matter is handled in accordance with Article 21 of the Articles of Incorporation. The distribution of earnings of the Company is authorized to be resolved by the Board of Directors with the attendance of more than two-thirds of the directors and the approval of a majority of the directors present, whereby all or part of the dividends and bonuses to be distributed shall be paid in cash, and such distribution shall be reported to the shareholders’ meeting.
- Approved by the resolution of the 7th meeting of the 13th Board of Directors of the Company, a cash dividend in the total amount of NT$262,690,288 is to be distributed, with a cash dividend of NT$2.85 per share (rounded down to the nearest dollar). Fractional amounts below NT$1 shall be disregarded, and the aggregate of such fractional amounts shall be adjusted in descending order of the decimal values and in ascending order of shareholder account numbers until the total amount of dividends distributed is fully allocated.
- In the event that the number of outstanding shares changes prior to the ex-dividend record date, resulting in a change in the dividend distribution ratio to shareholders, it is proposed to authorize the Chairman to handle such matters with full discretion.
- The ex-dividend record date for this cash dividend distribution is set as April 1, 2026, and the payment date is set as April 30, 2026.
- Please proceed to review it.
(6) Report on the Amendment of the Ethical Corporate Management Best Practice Principles.
Explanation:
- In compliance with applicable laws and regulations and to continuously strengthen corporate governance, the “Ethical Corporate Management Best Practice Principles” have been amended. For a comparison table of the provisions before and after amendment, please refer to Appendix 3 on pages 11 to 13 of this Handbook.
- Please proceed to review it.
(7) Report on the Amendment of the Code of Ethical Conduct.
Explanation:
- In compliance with applicable laws and regulations and to continuously
strengthen corporate governance, the “Code of Ethical Conduct” has been amended. For a comparison table of the provisions before and after amendment, please refer to Appendix 4 on page 14 of this Handbook.
- Please proceed to review it.
~ 4 ~
III. Acknowledgements
(1) 2025 Business Report and Financial Statements. (proposed by the Board of Directors)
Explanation: 1. The 2025 parent company only and consolidated business report and Financial Statements have been examined by the Audit Committee and approved by the Board, also audited by independent accountant Guo Naihua and Li Lihuang of the Deloitte Taiwan.
-
Please refer to Attachment 1, page 6-9 and Attachment 6, page 18-37 of the Handbook for public accountant’s review report, business report, and financial statements (both parent company only and consolidated)
-
Please proceed to adopt these proposals.
Resolution:
(2) Proposal for Distribution of 2025 retained earnings. (proposed by the Board of Directors)
Explanation: 1. The 2025 Earnings Distribution Table is as below.
Chien Shing Harbour Service Co., Ltd.
2025 Earnings Distribution Table
Unit: NT$
| Item | Amount |
|---|---|
| Opening balance of retained earnings | 1,036,009,373 |
| Defined benefit plan remeasurement recognized in retained earnings | 442,473 |
| Adjusted retained earnings | 1,036,451,846 |
| Net profit of the current period | 350,431,360 |
| Legal reserve (10%) | (35,087,383) |
| Special reserve according to laws | (10,788,107) |
| Distributable net profit | 1,341,007,716 |
| Distributable items: | |
| Cash dividend (NT$ 2.85 per share) | (262,690,288) |
| Ending balance of retained earnings | 1,078,317,428 |
Chairman: Yen-Min Chen
Manager: Sheng-Chung Ko
Accounting Supervisor: Xiu-Bao Chen
- Please proceed to adopt these proposals.
Resolution:
~ 6 ~
IV. Discussions
(1) Amendments to the Company's "Procedures for Acquisition and Disposal of Assets" (Proposed by the Board of Directors)
Descriptions:
- In response to the Company’s operational requirements, certain provisions of the Company’s “Procedures for Acquisition and Disposal of Assets” have been amended.
- A comparison table of the amended and original provisions of the Company’s Procedures for Acquisition and Disposal of Assets is attached as Appendix 5 on page 15-17 of this meeting handbook for reference.
- Please proceed to discuss.
Resolution:
V. Extemporary Motions
VI. Adjournment
VII. Attachments
[Attachment 1]
Chien Shing Harbour Service Co., Ltd. 2025 Business Report
Ladies and gentlemen, shareholders:
On behalf of Chien Shing Harbour Service Co., Ltd. I would like to express my sincere and heartfelt thanks to all shareholders for your enthusiastic support to the Company for a long time. At the same time, I would like to express my affirmation and gratitude to all directors for their support, the excellent leadership of the management team and the efforts of our employees.
According to the "World Economic Outlook (WEO)" published by the International Monetary Fund (IMF) in January 2026, the global economic growth is projected at 3.3% in 2025 and 3.2% in 2027, broadly in line with the estimated realized growth rate of 3.3% in 2025. This apparent stability reflects a balance of divergent forces. On the one hand, shifts in trade policies have had adverse effects; on the other hand, a surge in investment related to artificial intelligence, together with fiscal and monetary support, generally accommodative financial conditions, and the adaptability of the private sector, has provided positive support.
With respect to risks facing the economic outlook, an escalation in trade tensions could prolong uncertainty and exert a greater drag on economic activity. Domestic political or geopolitical tensions may intensify abruptly, introducing new uncertainties and disrupting the global economy through impacts on financial markets, supply chains, and commodity prices. Expanding fiscal deficits and elevated public debt levels may place upward pressure on long-term interest rates, thereby affecting broader financial conditions. From an opportunity perspective, however, faster adoption of artificial intelligence technologies could lead to strong productivity gains and enhanced corporate dynamism, whereby investment related to artificial intelligence may further stimulate economic activity and ultimately translate into sustainable economic growth. Continued easing of trade tensions may also provide support to economic activity.
Since October 2025, trade tensions have generally eased, although occasional escalations persist. Disputes between the United States and China over export controls on semiconductors and rare earth minerals arose, followed by a swift truce agreement under which bilateral tariffs were reduced through November 2026 and export controls were suspended. The U.S. authorities also removed tariffs on certain agricultural products for all countries, offsetting previously announced and implemented tariff increases on specific industries. Against a backdrop of stabilizing trade tensions and accommodative financial conditions, the global economy has continued to demonstrate notable resilience, adjusting to a changing environment, albeit with divergent momentum across countries and sectors.
With respect to domestic economic conditions, according to data released by the Taiwan Institute of Economic Research on January 26, 2026, compared to 2025—when growth was primarily supported by external demand and private investment, with relatively weak private consumption—2026 is expected to exhibit a growth structure characterized by steady expansion in external demand and investment, alongside a concurrent recovery in domestic consumption. On the domestic demand side, as corporate profitability remains stable, there is increased room for growth in wages, bonuses, and dividends; the labor market is expected to remain steady; and, together with policy effects in the automobile market and wealth effects from the stock market, private consumption momentum is expected to return to normal levels. On the investment side, driven by the continued expansion of artificial intelligence, high-performance computing, and cloud applications, major domestic technology companies are increasing capital expenditures, the semiconductor supply chain is expanding advanced capacity and research and development, and, in conjunction with net-zero transition initiatives and government infrastructure projects, private investment momentum is expected to remain stable. On the trade side, although global trade growth has slowed, declining uncertainty in trade policies, the advancement of sovereign AI infrastructure, and the ramp-up of advanced semiconductor manufacturing capacity are
expected to sustain order momentum for technology products. In addition, the U.S.-Taiwan tariff agreement and China's anti-involution policies are expected to alleviate cost and price competition pressures, thereby improving the previously observed divergence between AI-related and non-AI industries. Overall, according to the latest forecast by the Taiwan Institute of Economic Research, Taiwan's economic growth rate in 2026 is projected to be $4.05%$ .
1. The operating results of the Company are as follows
- Achievements of business plan:
(1) Consolidated Financial Statements
Unit: NT$1,000
| 2025 | 2024 | YoY | |
|---|---|---|---|
| Operating revenue | 3,244,666 | 2,896,677 | 12.01% |
| Operating costs | 2,204,505 | 1,957,683 | 12.61% |
| Operating gross | 1,040,161 | 938,994 | 10.77% |
| Operating expenses | 348,470 | 303,203 | 14.93% |
| Operating profit | 691,691 | 635,791 | 8.79% |
(2) Parent company only financial statements:
Unit: NT$1,000
| 2025 | 2024 | YoY | |
|---|---|---|---|
| Operating revenue | 1,701,874 | 1,467,721 | 15.95% |
| Operating costs | 1,207,778 | 1,056,789 | 14.29% |
| Operating gross profit | 494,096 | 410,932 | 20.24% |
| Operating expenses | 245,535 | 213,418 | 15.05% |
| Operating profit | 248,561 | 197,514 | 25.84% |
- Budget execution state: The Company has not disclosed the financial forecast data for 2025, and is not applicable.
- Financial structure and profitability analysis:
(1) Consolidated Financial Statements
| Item | 2025 | 2024 | |
|---|---|---|---|
| Capital structure | Liabilities to Assets Ratio (%) | 72.74 | 72.91 |
| The ratio of long-term funds to property, plant and equipment (%) | 175.97 | 191.88 | |
| Solvency | Current ratio (%) | 75.75 | 82.96 |
| Quick ratio (%) | 73.23 | 81.80 | |
| Interest coverage ratio (times) | 4.58 | 4.46 | |
| Profitability | Return on assets (%) | 3.58 | 3.51 |
| Return on equity (%) | 10.36 | 9.94 | |
| Ratio of net profit before tax to paid-in capital (%) | 64.81 | 60.40 | |
| Net profit ratio (%) | 14.87 | 15.02 | |
| Earnings per share (NT$) | 3.80 | 3.59 |
(2) Parent company only financial statements
| Item | 2025 | 2024 | |
|---|---|---|---|
| Capital structure | Liabilities to Assets Ratio (%) | 54.17 | 54.08 |
| The ratio of long-term funds to property, plant and equipment (%) | 245.52 | 245.40 | |
| Solvency | Current ratio (%) | 53.19 | 50.37 |
| Quick ratio (%) | 52.37 | 49.93 |
| Interest coverage ratio (times) | 6.67 | 7.08 | |
|---|---|---|---|
| Profitability | Return on assets (%) | 5.51 | 5.29 |
| Return on equity (%) | 10.36 | 9.94 | |
| Ratio of net profit before tax to paid-in capital (%) | 43.06 | 39.30 | |
| Net profit ratio (%) | 20.59 | 21.61 | |
| Earnings per share (NT$) | 3.80 | 3.59 |
- Research and development state: The Company is a service provider for customs declaration, transportation, logistics and loading and unloading instead of a general manufacturer; this is not applicable as it has no research and development department.
2. Summary of 2026 business plan
Overall, on the domestic demand side, as the profitability of listed and OTC companies remains stable, the capacity for enterprises to raise wages, distribute bonuses, and increase cash dividends has expanded, which will further contribute to household disposable income. Meanwhile, the labor market remains steady, providing support for private consumption. In addition, new policies related to automobile commodity tax continue to take effect, and, together with the gradual release of previously accumulated deferred vehicle purchase demand, are expected to drive a rebound in the annual growth rate of overall automobile sales. Furthermore, the wealth effect arising from the recent strong performance of the Taiwan stock market is also conducive to boosting consumer confidence, thereby enabling private consumption growth momentum to return to normal. Accordingly, the private consumption growth rate in 2026 is projected at $2.50%$ , representing an upward revision of 0.50 percentage points from the previous forecast.
With respect to gross fixed capital formation, as emerging technology applications such as artificial intelligence, high-performance computing, and cloud data services continue to expand, global investment in AI infrastructure remains robust. This has driven a number of major domestic technology companies to expand capital expenditures and prompted the semiconductor supply chain to continue increasing investment in advanced capacity and research and development, thereby supporting ongoing expansion of domestic production capacity. In addition, corporate investments related to net-zero transition, together with the government's continued expansion of budgets for technology and public infrastructure, are expected to sustain private investment momentum. Accordingly, the overall growth rate of gross fixed capital formation in 2026 is projected at $3.05%$ , representing an upward revision of 0.90 percentage points from the previous forecast; of which private investment growth is projected at $2.88%$ , also revised upward by 0.52 percentage points from the previous forecast. On the trade side, although international institutions generally expect global trade growth to moderate in 2026, as Donald Trump has successively concluded trade agreements with multiple countries, the associated policy uncertainties are gradually dissipating. In addition, as the development trends of AI technologies and applications become increasingly clear, governments around the world are actively promoting sovereign AI initiatives, continuously driving demand for related hardware. With the gradual ramp-up of advanced semiconductor manufacturing capacity, recent export order performance for technology products remains strong, supporting export growth momentum. Moreover, following the conclusion of the U.S.-Taiwan tariff agreement, the United States has reduced tariff rates on Taiwan, which will help alleviate cost pressures for downstream industries exporting to the United States. Together with China's implementation of anti-involution policies, this is expected to ease price competition and improve the divergence between AI and non-AI industries compared to 2025. Based on the above factors, the growth rates of export and import values in 2026 are projected at $13.84%$ and $10.64%$ , respectively.
Accordingly, the growth rates of exports and imports in real terms are estimated at 7.22% and 6.82%, respectively.
Looking ahead to 2026, the global economy will continue to face multiple challenges, among which the future development of U.S. tariff policies, whether AI applications and business models can be translated into tangible economic benefits, and China's weak domestic demand and overcapacity issues are the most critical. These factors will not only affect Taiwan's export performance, but may also further influence domestic demand and consumption momentum through financial market fluctuations, and therefore warrant early assessment and continued close monitoring.
- The relevant business strategies are as follows:
We make good use of the competitive advantage of the one-stop logistics service, continue to implement and improve "work safety first", "lean management" and "e-information", which are the key success factors for the sustainable operation of the Chien Shing Group.
Expected sales volume and its rationale
| Volume | |
|---|---|
| Customs declaration department (quantity: number of transactions) | 100,000 |
| Stevedore department (quantity: tons) | 9.03 million |
| Warehousing department | NA |
- Important production and marketing policy
(1) Marketing policy
A. The business department and the profit centers: actively develop big customers to reach sales goals. B. Customs declaration department: promote clients to apply the CS Cloud ver.2.0 platform and connect with ERP system. C. Operation department: Fulfill the annual project of standardization, set up computerized operation management, reduce customer complaints and improve customer satisfaction. D. Stevedore department: Strengthen service to domestic customers and increase the market share based on five core operation standards. E. Regarding the service quality of copper clay customers, we will develop a more optimized and systematic service process to meet the quality requirements of customers.
(2) Production strategy
A. Reach the goals of sales revenue and profit. B. Keep enhancing the standard of occupational safety. C. Focus on human assets and develop internal talents.
-
Development strategy in the future
-
Upgrade of the Container Yard ORI Operation Dispatch System - AI-Based Forecasting of Container Handling Volume (Outbound Application)
-
Temporary Labor Application and Payment Consolidation Platform.
-
Online Risk Assessment System.
-
Procurement Kanban Management (including creation of purchase order requests)
-
Automated Scheduling Standardization.
-
Automation of Work Order Input and Inventory Management.
-
Impacts by the external competition, regulatory environment and global markets
In assessing the uncertainties that may pose risks to the economy this year, the first concern is that the current U.S. tariff policies remain subject to disputes regarding their legality under domestic law and the scope of administrative authorization, with the final outcome pending a ruling by the U.S. Supreme Court. Should the ruling determine that the relevant tariffs are unconstitutional or exceed authorized powers, the United States will inevitably adjust its existing trade policy instruments, and the direction of such policy shifts, as well as their impact on global trade and economic growth, will remain highly uncertain. Secondly, if a sharp correction occurs in technology or artificial intelligence-related equity markets, it would constitute one of the major downside risks to the global economic growth outlook. Lastly, China's weak domestic demand and overcapacity have become significant sources of uncertainty affecting regional and global
economic prospects. Depressed consumer confidence and a prolonged adjustment in the real estate market have weakened the household wealth effect and dampened corporate investment willingness, thereby limiting the transmission effectiveness of accommodative monetary policy. Although the government continues to expand fiscal stimulus and policy support, under conditions of elevated local government fiscal pressures and a lack of clear recovery in private sector confidence, the effectiveness of such measures in stimulating economic growth remains to be seen.
5. Regulatory environment
The Company has been conducting businesses in accordance with the laws and regulations of the competent authority, and the Company has not been affected by domestic and foreign policies and legal changes which may hamper its finances or business in recent years. However, the Company has been watching and understands important domestic and foreign policies and legal changes, and actively coming up with countermeasures when necessary.
Thank you for attending the meeting to show your supports to CSHS and give CSHS the opportunity to continue to grow and progress. On behalf of the CSHS and its employees I wish all of you good health and all the best, and another prosperous and successful year of CSHS.
Chairman: Yen-Min Chen
Manager: Sheng-Chung Ko
Accounting supervisor: Xiu-Bao Chen
~ 11 ~
[Attachment 2]
Chien Shing Harbour Service Co., Ltd.
Audit Committee’s Review Report
The Board of Directors prepared the Company’s 2025 business report, financial statements (including consolidated and parent company only financial statements) and disposition of net earnings; the financial statements (including consolidated and parent company only financial statements) have been audited by independent accountant Guo Naihua and Li Lihuang of the Deloitte Taiwan along with clean report. The said business report, financial statement and disposition of net earnings proposal have been examined by the audit committee and found no inconsistency in existence. I report these in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To
The Company 2026 Shareholders’ meeting
Chien Shing Harbour Service Co., Ltd.
Convener of the audit committee: Tsai, Shih-Yin
March 12th, 2026
[Attachment 3]
Comparison Table of Amendment to the Company's " Ethical Corporate Management Best Practice Principles "
| Amended Articles | Original Articles | Descriptions |
|---|---|---|
| 4.3 Compliance | ||
| The Company shall comply with, including but not limited to the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, applicable regulations governing listed and OTC companies, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management. | 4.3 Compliance | |
| The Company shall comply with, including but not limited to the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Intellectual Property, applicable regulations governing listed and OTC companies, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management. | Amended in accordance with Article 4 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| 5.1 Policy | ||
| The Company shall abide by the core values of integrity, professionalism, safety, efficiency, and environmental sustainability, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. | 5.1 Policy | |
| The Company shall abide by the core values of integrity, professionalism, safety, and efficiency, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development. | Revisions and additions to the content of the Company's business philosophy. | |
| 5.2 Prevention programs | ||
| The Company shall in their own ethical management policy clearly and thoroughly prescribe the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training. When establishing the prevention programs, the company shall comply with relevant laws and regulations of the territory where the companies and their business group are operating. In the course of developing the prevention programs, the company is advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders. | 5.2 Prevention programs | |
| The Company shall in their own ethical management policy clearly and thoroughly prescribe the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training. | Amended in accordance with Article 6 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| 5.4 Commitment and Implementation | ||
| The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and their respective business group shall clearly specify in their rules and external documents and on the company website the ethical corporate management policies and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. Documentation shall be prepared and properly maintained with respect to the policies, statements, commitments, and implementation of | 5.4 Commitment and Implementation | |
| The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy. The Company and their respective business group shall clearly specify in their rules and external documents and on the company website the ethical corporate management policies and the commitment by the board of directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities. | Amended in accordance with Article 8 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. |
| integrity management, | ||
|---|---|---|
| Amended Articles | Original Articles | Descriptions |
| 5.5 Ethical Corporate Management | ||
| Prior to any commercial transactions, the Company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. | ||
| When entering into contracts with their agents, suppliers, clients, or other trading counterparties, | ||
| The Company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts. | 5.5 Ethical Corporate Management | |
| Prior to any commercial transactions, The Company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. | Amended in accordance with Article 9 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| 5.14 Compliance with Laws and Regulations in Business Operations | ||
| The Company and directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business. | 5.14 Compliance with Laws and Regulations in Business Operations | |
| The Company and our directors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention measures when conducting business. | Amended in accordance with Article 18 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| 5.18.2 The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system. | The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies. | Amended in accordance with Article 22 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. |
| 5.20 Disciplinary and Appeal System | ||
| The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response. | Amended in accordance with Article 24 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| 5.21 Information Disclosure | ||
| The Company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy, disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on the company websites, annual reports, and prospectuses, and shall disclose the ethical corporate management best practice principles on the Market Observation Post System. | 5.20 Information Disclosure | |
| The Company disclose the status of implementation of the Ethical Corporate Management Best Practice Principles on its website, in its annual report, and in the prospectus. | Amended in accordance with Article 25 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. | |
| 5.22 Review and Amendment of the Ethical Corporate Management Best Practice Principles | ||
| The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, | 5.24 Review and Amendment of the Ethical Corporate Management Best Practice Principles | |
| The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, | Amended in accordance with Article 26 of the Ethical Corporate Management Best Practice Principles |
~ 14 ~
| managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management. | managers, and employees to make suggestions, based on which the adopted ethical corporate management principles improved with a view to achieving better implementation of ethical management. | for TWSE/GTSM Listed Companies. |
|---|---|---|
| Amended Articles | Original Articles | Descriptions |
| 5.23 | ||
| When the Company submits its ethical corporate management best practice principles to the board of directors for discussion pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. Any objections or reservations of any independent director shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting. | 5.22 | |
| The Company’s Ethical Corporate Management Best Practice Principles shall be implemented upon approval by the Board of Directors and shall be reported to the shareholders’ meeting; the same shall apply to any amendments. | ||
| When the Company submits its ethical corporate management best practice principles to the board of directors for discussion pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. Any objections or reservations of any independent director shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting. | ||
| The Company stipulates that this set of principles shall apply mutatis mutandis to the Audit Committee. | Amendment of Terms |
~ 15 ~
[Attachment 4]
Comparison Table of Amendment to the Company's " Code of Ethical Conduct "
| Amended Articles | Original Articles | Descriptions |
|---|---|---|
| 4.8 Disciplinary measures | ||
| If any director or managers of the Company violates the Code of Ethical Conduct, the Company shall handle such violation in accordance with the disciplinary measures prescribed in the Code of Ethical Conduct. The Company shall also promptly disclose on the Market Observation Post System (MOPS) the date of the violation, the facts of the violation, the provisions violated, and the handling status. The Company shall establish a relevant grievance mechanism to provide remedies for persons who have violated the Code of Ethical Conduct. | 4.8 Disciplinary measures | |
| If any employee of the Company violates this Code, the Company shall depending on the severity of the circumstances, impose appropriate disciplinary actions in accordance with the employee management rules. | Amended in accordance with Article 8 of the Code of Ethical Conduct for TWSE/GTSM Listed Companies. | |
| 4.10 Disclose | ||
| The Company shall disclose its established Code of Ethical Conduct on its website, annual report, public disclosure and the Market Observation Post System; the same shall apply to any amendments. | 4.10 Disclose | |
| The Company shall disclose its established Code of Ethical Conduct on its annual report, public disclosure and the Market Observation Post System; the same shall apply to any amendments. | Amended in accordance with Article 4 of the Code of Ethical Conduct for TWSE/GTSM Listed Companies. | |
| 4.11 Implement | ||
| The Company’s Code of Ethical Conduct shall be implemented upon approval by the Board of Directors and shall be reported to the shareholders’ meeting; the same shall apply to any amendments. | Amended in accordance with Article 5 of the Code of Ethical Conduct for TWSE/GTSM Listed Companies. |
[Attachment 5]
Comparison Table of Amendment to the Company's "Procedures for Acquisition or Disposal of Assets"
| Amended Articles | Original Articles | Descriptions |
|---|---|---|
| Article 3: Assets Regulations |
- Real property (including land, houses and buildings, and investment property) and equipment. | Article 3: Assets Regulations
- Real property (including land, houses and buildings, and investment property) and equipment. | Remove non-company business | | Article 5-1: Authorization Limits and Levels Where the Company acquires or disposes of assets and the transaction amount reaches the following thresholds, except for the purchase and sale of government bonds, bonds with repurchase or resale agreements, and the subscription or redemption of domestic money market funds which are short-term investments of a fund allocation nature (e.g., bond funds), such transactions shall be submitted to the Board of Directors for approval before proceeding: (1) Real property for operational use or right-of-use assets thereof, equipment or right-of-use assets thereof, with a transaction amount of NT$150 million or more. (2) Assets other than those mentioned above, with a transaction amount of NT$100 million or more. | (Added) | Clearly define the authorization limits for each individual investment. | | Article 6: Appraisal reports or opinion letters obtained by the Company from certified public accountants, attorneys, or securities underwriters shall comply with...
- Have not been subject to any sanction for violations of the Securities and Exchange Act...
- With the party to the transaction...
- Where the Company is required to obtain opinions from two or more parties... When issuing appraisal reports or opinion letters, the aforementioned professionals shall comply with the self-regulatory rules of their respective professional associations. | Article 6: Appraisal reports or opinion letters obtained by the Company from certified public accountants, attorneys, or securities underwriters shall comply with...
- Have not been subject to any sanction for violations of the Securities and Exchange Act...
- With the party to the transaction...
- Where the Company is required to obtain opinions from two or more parties... When issuing appraisal reports or opinion letters, the aforementioned professionals shall comply with the self-regulatory rules of their respective professional associations and the following requirements:
- Prior to accepting an engagement, the professional shall prudently assess their own professional competence, practical experience, and independence.
- In performing the engagement, the professional shall properly plan and execute appropriate procedures in order to form a conclusion and issue a report or opinion letter accordingly; the procedures performed, data collected, and conclusions reached shall be truthfully documented in the working papers.
- The appropriateness and reasonableness of the sources of data, parameters, and information used shall be evaluated item by item as the basis for issuing the appraisal report or opinion letter.
- Statements shall include that the relevant personnel possess professional competence and independence, that the information used has been assessed as appropriate and reasonable, and that applicable laws and regulations have been complied with. | Explanation of Simplification |
| Amended Articles | Original Articles | Descriptions |
|---|---|---|
| Article 7: Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-Use Assets. |
- Procedures for Determination of Transaction Terms and Authorization Limits (1) In acquiring or disposing of real property or right-of-use assets thereof, reference shall be made to the publicly announced current value, assessed value, actual transaction prices of nearby real property, etc., in determining the transaction terms and transaction price. An analysis report shall be prepared and submitted to the Chairman for approval. (2) In acquiring or disposing of equipment or right-of-use assets thereof, one of the following methods shall be adopted: price inquiry, price comparison, negotiation, or tendering.
- Responsible Units: When the Company acquires or disposes of real property, equipment, or right-of-use assets thereof, such transactions shall be submitted for approval in accordance with the authorization limits set forth in Article 5-1, and shall thereafter be executed by the user department and the administrative department.
- Appraisal Reports for Real Property, Equipment, or Right-of-Use Assets In acquiring or disposing of real property, equipment, or right-of-use assets thereof, the Company shall, ..., obtain an appraisal report issued by a professional appraiser prior to the date of occurrence of the event, and such report shall comply with the following provisions: | Article 7: Procedures for Acquisition or Disposal of Real Property, Equipment, or Right-of-Use Assets.
- Procedures for Determination of Transaction Terms and Authorization Limits (1) In acquiring or disposing of real property or right-of-use assets thereof, reference shall be made to the publicly announced current value, assessed value, actual transaction prices of nearby real property, etc., in determining the transaction terms and transaction price. An analysis report shall be prepared and submitted to the Chairman for approval. Where the transaction amount is NT$30 million or less, approval shall be granted at each level in accordance with the authorization rules; where the amount exceeds NT$30 million, the transaction shall be submitted to and approved by the Board of Directors before proceeding. (2) In acquiring or disposing of equipment or right-of-use assets thereof, one of the following methods shall be adopted: price inquiry, price comparison, negotiation, or tendering. Where the transaction amount is NT$30 million (inclusive) or less, approval shall be granted at each level in accordance with the authorization rules; where the amount exceeds NT$30 million, it shall be submitted to the Chairman for approval and further submitted to and approved by the Board of Directors before proceeding.
- Responsible Units: When the Company acquires or disposes of real property, equipment, or right-of-use assets thereof, such transactions shall be submitted for approval in accordance with the authorization limits set forth in preceding paragraph, and shall thereafter be executed by the user department and the administrative department.
- Appraisal Reports for Real Property, Equipment, or Right-of-Use Assets In acquiring or disposing of real property, equipment, or right-of-use assets thereof, the Company shall, ..., obtain an appraisal report issued by a professional appraiser prior to the date of occurrence of the event (For details of the items that should be recorded in the valuation report, please refer to Appendix 1.), and such report shall comply with the following provisions: | The authorized limit is specified in Article 5.1 | | Article 8: Procedures for Acquisition or Disposal of Securities Investments
- Procedures for Determination of Transaction Terms and Authorization Limits (1) For the purchase or sale of securities conducted on a centralized exchange market or at a securities firm’s place of business, the responsible unit shall make determinations based on market conditions. (2) For the purchase or sale of securities not conducted on a centralized exchange market or at a securities firm’s place of business, the most recent financial statements of the target company, audited or reviewed by a certified public accountant, shall be obtained in advance as a | Article 8: Procedures for Acquisition or Disposal of Securities Investments
- Procedures for Determination of Transaction Terms and Authorization Limits (1) For the purchase or sale of securities conducted on a centralized exchange market or at a securities firm’s place of business, the responsible unit shall make determinations based on market conditions. Where the transaction amount is NT$30 million (inclusive) or less, it shall be approved by the Chairman; where the amount exceeds NT$30 million, it shall be submitted to and approved by the Board of Directors before proceeding. (2) For the purchase or sale of securities not | The authorized limit is specified in Article 5.1 |
| reference for evaluating the transaction price. Consideration shall be given to factors such as net asset value per share, profitability, and future development potential. | conducted on a centralized exchange market or at a securities firm’s place of business, the most recent financial statements of the target company, audited or reviewed by a certified public accountant, shall be obtained in advance as a reference for evaluating the transaction price. Consideration shall be given to factors such as net asset value per share, profitability, and future development potential. Where the transaction amount is NT$30 million (inclusive) or less, it shall be approved by the Chairman; where the amount exceeds NT$30 million, it shall be submitted to and approved by the Board of Directors before proceeding. | |
|---|---|---|
| 3.Responsible Unit When the Company makes investments in securities, such transactions shall be submitted for approval in accordance with the authorization limits set forth in Article 5-1, and shall thereafter be executed by the finance and accounting unit. | 3.Responsible Unit When the Company makes investments in securities, such transactions shall be submitted for approval in accordance with the authorization limits set forth in preceding paragraph, and shall thereafter be executed by the finance and accounting unit. | |
| Article 9: Procedures for Acquisition or Disposal of Real Property or Right-of-Use Assets from Related Parties | Article 9: Procedures for Acquisition or Disposal of Real Property or Right-of-Use Assets from Related Parties | The authorized limit is specified in Article 5.1 |
| 2. Evaluation and Operating Procedures Where the Company acquires or disposes of real property or right-of-use assets thereof from or to a related party, or acquires or disposes of assets other than real property or right-of-use assets thereof with a related party and the transaction amount reaches the threshold set forth in Article 5-1, except for the purchase and sale of domestic government bonds, bonds with repurchase or resale agreements, and the subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the following information shall first be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for approval before entering into the transaction contract and making payment; when submitting to the Board of Directors for discussion in accordance with the preceding paragraph, ... | 2. Evaluation and Operating Procedures Where the Company acquires or disposes of real property or right-of-use assets thereof from or to a related party, or acquires or disposes of assets other than real property or right-of-use assets thereof with a related party and the transaction amount reaches 20% of the Company’s paid-in capital, 10% of total assets, or NT$300 million or more, except for the purchase and sale of domestic government bonds, bonds with repurchase or resale agreements, and the subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the following information shall first be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for approval before entering into the transaction contract and making payment. For transactions between the Company and its subsidiaries, or between subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital, involving the acquisition or disposal of equipment for operational use or right-of-use assets thereof, or right-of-use assets of real property, the Board of Directors may authorize the Chairman, pursuant to Article 7, Paragraph 1, Subparagraph 2, to make decisions within a specified amount in advance, with subsequent ratification to be submitted to the most recent Board of Directors meeting. When submitting to the Board of Directors for discussion in accordance with the preceding paragraph, ... | |
| (6) Evaluation requirements for the Company’s acquisition of real property or right-of-use assets thereof from a related party: | (6) Evaluation requirements for the Company’s acquisition of real property or right-of-use assets thereof from a related party: | |
| 3. Where the Company enters into a joint construction agreement with a related party, or commissions a related party to construct real property on its own land or leased land, thereby acquiring real property. | 3. Where the Company enters into a joint | Correct the mistake |
~ 19 ~
| construction agreement with a related party, or commissions a related party to construct real property on its own land or leased land, thereby acquiring real property. | ||
|---|---|---|
| Amended Articles | Original Articles | Descriptions |
| Article 10: Procedures for Acquisition or Disposal of Membership Certificates or Intangible Assets or Right-of-Use Assets Thereof |
- Procedures for Determination of Transaction Terms and Authorization Limits (1) In acquiring or disposing of membership certificates, reference shall be made to fair market prices to determine the transaction terms and transaction price. An analysis report shall be prepared and submitted to the Chairman. (2) In acquiring or disposing of intangible assets or right-of-use assets thereof, reference shall be made to expert appraisal reports or fair market prices to determine the transaction terms and transaction price. An analysis report shall be prepared and submitted to the Chairman.
- Responsible Units When the Company acquires or disposes of membership certificates or intangible assets or right-of-use assets thereof, such transactions shall be submitted for approval in accordance with the authorization limits set forth in Article 5-1, and shall thereafter be executed by the user department and the finance department or administrative department. | Article 10: Procedures for Acquisition or Disposal of Membership Certificates or Intangible Assets or Right-of-Use Assets Thereof (1) In acquiring or disposing of membership certificates, reference shall be made to fair market prices to determine the transaction terms and transaction price. An analysis report shall be prepared and submitted to the Chairman and the General Manager. Where the transaction amount is within 1% of the Company's paid-in capital or NT$3 million or less, approval shall be obtained from the General Manager and the matter shall be reported to the most recent Board of Directors meeting for ratification. Where the amount exceeds NT$3 million, the transaction shall be submitted to and approved by the Board of Directors before proceeding. (2) In acquiring or disposing of intangible assets or right-of-use assets thereof, reference shall be made to expert appraisal reports or fair market prices to determine the transaction terms and transaction price. An analysis report shall be prepared and submitted to the Chairman. Where the transaction amount is within 10% of the Company's paid-in capital or NT$20 million or less, approval shall be obtained from the Chairman and the matter shall be reported to the most recent Board of Directors meeting for ratification. Where the amount exceeds NT$20 million, the transaction shall be submitted to and approved by the Board of Directors before proceeding.
- Responsible Units When the Company acquires or disposes of membership certificates or intangible assets or right-of-use assets thereof, such transactions shall be submitted for approval in accordance with the authorization limits set forth in the preceding paragraph, and shall thereafter be executed by the user department and the finance department or administrative department. | The authorized limit is specified in Article 5.1 | | Article 13: Procedures for Handling Mergers, Demergers, Acquisitions, or Share Transfers
- Other Matters Requiring Attention (1) Date of Board of Directors Meeting: Unless prior approval has been obtained from the FSC, companies participating in a merger, ... shall convene the Board of Directors meeting and the shareholders' meeting on the same day; unless prior approval has been obtained from the FSC, the Board of Directors meeting shall be convened on the same day. (5) In the event of any change in the number of companies participating in a merger, demerger, acquisition, or share transfer: (6) Matters shall be handled in accordance with the provisions governing changes in the number | Article 13: Procedures for Handling Mergers, Demergers, Acquisitions, or Share Transfers
- Other Matters Requiring Attention (1) Date of Board of Directors Meeting: Unless prior approval has been obtained from this commission, companies participating in a merger, ... shall convene the Board of Directors meeting and the shareholders' meeting on the same day; unless prior approval has been obtained from this commission, the Board of Directors meeting shall be convened on the same day. (5) In the event of any change in the number of companies participating in a merger, demerger, acquisition, or share transfer: (6) Matters shall be handled in accordance with the provisions governing changes in the number | Correction of personal information. Correct the mistake. |
| of participating companies in a merger, demerger, ... . | of participating companies in a merger, demerger, ... . | |
|---|---|---|
| Amended Articles | Original Articles | Descriptions |
| Article 14: Information Disclosure Procedures 3. Procedures for Public Announcement and Reporting(2) The Company shall, on a monthly basis, report information of the Company and its non-domestic subsidiaries to the information reporting website designated by the FSC.(5) After the Company has publicly announced and reported a transaction in accordance with the provisions of the preceding article, ... it shall make the required public announcement and reporting on the website designated by the FSC. | Article 14: Information Disclosure Procedures 3. Procedures for Public Announcement and Reporting(2) The Company shall, on a monthly basis, report information of the Company and its non-domestic subsidiaries to the information reporting website designated by this commission .(5) After the Company has publicly announced and reported a transaction in accordance with the provisions of the preceding article, ... it shall make the required public announcement and reporting on the website designated by this commission. | Correction of personal information. |
| Article 17: Implementation and Amendments These Procedures were established on May 27, 2000...The eleventh amendment was made on May 26, 2026. | Article 17: Implementation and Amendments These Procedures were established on May 27, 2000... | To align with the date of this amendment. |
[Attachment 6]
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders Chien Shing Harbour Service Company Limited
Opinion
We have audited the accompanying consolidated financial statements of Chien Shing Harbour Service Company Limited (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the audit of the Group's consolidated financial statements for the year ended December 31, 2025 is as follows:
The authenticity of revenue transactions with specific stevedoring customers
The primary operations of the Group involve warehousing, stevedoring, customs brokerage and transportation services. Due to the significance and the presumption of significant risk associated with revenue recognition auditing standards, we considered the correct recognition of stevedoring revenue for specific categories to have a material impact on the financial statements. Therefore, we identified the accuracy of recognizing stevedoring revenue for specific categories as a key audit matter. Refer to Note 4 (13) to the consolidated financial statements for accounting policies on revenue recognition.
Our corresponding audit procedures performed were as follows:
- We understood and evaluated the design and effectiveness of the internal control on the particular category of warehousing revenue recognition.
- We selected appropriate samples and checked relevant documents, external corroborating evidence and tested payments received from the aforementioned specific categories of stevedoring revenue details, to determine the accuracy of revenue recognition.
~ 23 ~
Other Matter
We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Nai-Hua Kuo and Li-Huang Li.
Deloitte & Touche Taipei, Taiwan Republic of China
March 12, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
~ 24 ~
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 577,395 | 3 | $ 683,376 | 4 |
| Financial assets at fair value through profit or loss - current (Note 7 and 32) | 319,817 | 2 | 322,714 | 2 |
| Financial assets at amortized cost - current (Notes 9 and 10) | 30,000 | - | 258,519 | 2 |
| Contract assets - current (Note 25) | 3,399 | - | 2,339 | - |
| Notes receivable from unrelated parties (Note 11) | 18,331 | - | 16,209 | - |
| Trade receivables from unrelated parties (Note 11) | 448,978 | 3 | 413,152 | 2 |
| Trade receivables from related parties (Notes 11 and 33) | 7,363 | - | 8,484 | - |
| Finance Lease Receivables - current (Note 12) | 4,914 | - | 568 | - |
| Other receivables (Notes 11) | 441,168 | 3 | 443,784 | 3 |
| Other receivables from related parties (Notes 11 and 33) | 28,732 | - | 17,223 | - |
| Current income tax assets | 170 | - | 300 | - |
| Other current assets (Note 18) | 213,863 | 1 | 126,994 | 1 |
| Total current assets | 2,094,130 | 12 | 2,293,662 | 14 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Note 8 and 32) | 100,345 | 1 | 117,144 | 1 |
| Financial assets at amortized cost - non-current (Notes 9, 10 and 34) | 206,718 | 1 | 158,843 | 1 |
| Property, plant and equipment (Notes 14 and 34) | 8,373,865 | 48 | 7,352,833 | 44 |
| Right-of-use assets (Notes 15 and 34) | 5,451,051 | 31 | 5,448,992 | 32 |
| Investment properties (Notes 16 and 34) | 223,086 | 1 | 534,931 | 3 |
| Goodwill | 34,126 | - | 34,126 | - |
| Other intangible assets (Note 17) | 484,717 | 3 | 523,840 | 3 |
| Deferred tax assets (Notes 27) | 52,143 | - | 57,728 | - |
| Prepayment for equipment (Note 18) | 405,815 | 3 | 309,312 | 2 |
| Refundable deposits (Note 18) | 46,644 | - | 40,117 | - |
| Finance Lease Receivables - non-current (Note 12) | 27,664 | - | 2,091 | - |
| Other non-current assets | 15,406,174 | 88 | 14,579,957 | 86 |
| TOTAL | $ 17,500,304 | 100 | $ 16,873,619 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 19) | $ 990,000 | 6 | $ 800,000 | 5 |
| Contract liabilities - current (Note 25) | 28,605 | - | 2,774 | - |
| Notes payable to unrelated parties (Note 21) | 8,709 | - | 8,379 | - |
| Trade payables to unrelated parties (Note 21) | 159,114 | 1 | 194,814 | 1 |
| Trade payables to related parties (Notes 21 and 33) | - | - | 191 | - |
| Other payables (Note 22) | 236,817 | 1 | 288,659 | 2 |
| Current tax liabilities (Note 27) | 55,635 | - | 71,646 | - |
| Lease liabilities - current (Note 15) | 300,078 | 2 | 217,033 | 1 |
| Long-term liabilities - current portion and Bonds payable (Note 19 and 20) | 957,125 | 6 | 1,159,988 | 7 |
| Other current liabilities | 28,482 | - | 21,273 | - |
| Total current liabilities | 2,764,565 | 16 | 2,764,757 | 16 |
| NON-CURRENT LIABILITIES | ||||
| Long-term borrowings (Note 19) | 5,429,185 | 31 | 5,050,794 | 30 |
| Deferred tax liabilities (Notes 27) | 15,559 | - | 13,996 | - |
| Lease liabilities - non-current (Note 15) | 4,503,232 | 26 | 4,445,379 | 27 |
| Net defined benefit liabilities - non-current (Note 23) | 9,554 | - | 11,860 | - |
| Guarantee deposits | 8,107 | - | 15,880 | - |
| Total non-current liabilities | 9,965,637 | 57 | 9,537,909 | 57 |
| Total liabilities | 12,730,202 | 73 | 12,302,666 | 73 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) | ||||
| Share capital - ordinary shares | 921,720 | 5 | 914,320 | 5 |
| Capital surplus | 802,257 | 5 | 773,687 | 5 |
| Retained earnings | ||||
| Legal reserve | 342,308 | 2 | 310,264 | 2 |
| Special reserve | 3,855 | - | 2,086 | - |
| Unappropriated earnings | 1,386,883 | 8 | 1,327,904 | 8 |
| Total retained earnings | 1,733,046 | 10 | 1,640,254 | 10 |
| Other equity | ( 14,643 ) | - | ( 3,855 ) | - |
| Total equity attributable to owners of the Company | 3,442,380 | 20 | 3,324,406 | 20 |
| NON-CONTROLLING INTERESTS | 1,327,722 | 7 | 1,246,547 | 7 |
| Total equity | 4,770,102 | 27 | 4,570,953 | 27 |
| TOTAL | $ 17,500,304 | 100 | $ 16,873,619 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
SHIP TO CHIEF
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 25 and 34) | $ 3,244,666 | 100 | $ 2,896,677 | 100 |
| OPERATING COSTS (Note 26) | ( 2,204,505 ) | ( 68 ) | ( 1,957,683 ) | ( 68 ) |
| GROSS PROFIT | 1,040,161 | 32 | 938,994 | 32 |
| OPERATING EXPENSES (Notes 26 and 33) | ||||
| Selling and marketing expenses | ( 184,866 ) | ( 6 ) | ( 174,709 ) | ( 6 ) |
| General and administrative expenses | ( 158,283 ) | ( 5 ) | ( 128,826 ) | ( 4 ) |
| Expected credit gain | ( 5,321 ) | - | 332 | - |
| Total operating expenses | ( 348,470 ) | ( 11 ) | ( 303,203 ) | ( 10 ) |
| PROFIT FROM OPERATIONS | 691,691 | 21 | 635,791 | 22 |
| NON-OPERATING INCOME AND EXPENSES (Note 26 and 33) | ||||
| Interest income | 11,262 | - | 7,811 | - |
| Other income | 70,012 | 2 | 96,318 | 3 |
| Other gains and losses | ( 8,755 ) | - | ( 28,009 ) | ( 1 ) |
| Finance costs | ( 166,841 ) | ( 5 ) | ( 159,697 ) | ( 5 ) |
| Total non-operating income and expenses | ( 94,322 ) | ( 3 ) | ( 83,577 ) | ( 3 ) |
| PROFIT BEFORE INCOME TAX | 597,369 | 18 | 552,214 | 19 |
| INCOME TAX EXPENSE (Note 27) | ( 114,834 ) | ( 3 ) | ( 117,261 ) | ( 4 ) |
| NET PROFIT FOR THE YEAR | 482,535 | 15 | 434,953 | 15 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 23) | $ 553 | - | $ 3,050 | - |
| Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income | ( 16,799 ) | ( 1 ) | ( 1,916 ) | - |
| Income tax related to items that will not be reclassified subsequently to profit or loss (Note 27) | ( 111 ) | - | ( 610 ) | - |
| Other comprehensive income for the year, net of income tax | ( 16,357 ) | ( 1 ) | 524 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 466,178 | 14 | $ 435,477 | 15 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 350,432 | 11 | $ 317,178 | 11 |
| Non-controlling interests | 132,103 | 4 | 117,775 | 4 |
| $ 482,535 | 15 | $ 434,953 | 15 |
(Continued)
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| TOTAL COMPREHENSIVE INCOME | ||||
| (LOSS) ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 340,086 | 10 | $ 318,672 | 11 |
| Non-controlling interests | 126,092 | 4 | 116,805 | 4 |
| $ 466,178 | 14 | $ 435,477 | 15 | |
| EARNINGS PER SHARE (Note 28) | ||||
| Basic | $ 3.80 | $ 3.59 | ||
| Diluted | $ 3.79 | $ 3.14 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
Chairman: Yen-Min Chen
Manager: Sheng-Chung Ko
Accounting supervisor: Xiu-Bao Chen
~ 27 ~
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital - Ordinary Shares | Capital Surplus | Retained Earnings | Other EquityUnrealized ValuationGain (Loss) onFinancial Assets at FairValue Through OtherCompetentive Income | Total | Non-controllingInterests | Total Equity | |||||
| Shares(In Thousands) | Amount | Legal Reserve | Special Reserve | UnappropriatedEarnings | |||||||
| BALANCE AT JANUARY 1, 2024 | 87,734 | $ 877,339 | $ 642,498 | $ 281,199 | $ 2,430 | $ 1,255,519 | ($ 2,086) | $ 1,056,899 | $ 1,100,612 | $ 4,157,511 | |
| Actual disposal or acquisition of partial interests in subsidiaries | - | - | 780 | - | - | - | - | 780 | ( 780 ) | - | |
| Changes in percentage of ownership interests in subsidiaries | - | - | 63 | - | - | - | - | 63 | ( 63 ) | - | |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 823 | ( 823 ) | - | - | - | |
| Appropriation of 2023 earnings | |||||||||||
| Legal reserve | - | - | - | 29,065 | - | ( 29,065 ) | - | - | - | - | |
| Special reserve | - | - | - | - | ( 344 ) | 344 | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | ( 219,335 ) | - | ( 219,335 ) | - | ( 219,335 ) | |
| Net profit (loss) for the year ended December 31, 2024 | - | - | - | - | - | 317,178 | - | 317,178 | 117,775 | 434,953 | |
| Other comprehensive income (loss) for the year ended December 31, 2024 net of income tax | - | - | - | - | - | 2,440 | ( 946 ) | 1,494 | ( 970 ) | 524 | |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 319,618 | ( 946 ) | 318,672 | 116,805 | 435,477 | |
| Increase in non-controlling interests | - | - | - | - | - | - | - | - | 29,973 | 29,973 | |
| Convertible bonds converted to ordinary shares | 3,698 | 36,981 | 130,346 | - | - | - | - | 167,327 | - | 167,327 | |
| BALANCE AT DECEMBER 31, 2024 | 91,432 | 914,320 | 773,687 | 310,264 | 2,086 | 1,327,904 | ( 3,855 ) | 3,324,406 | 1,246,547 | 4,570,953 | |
| Actual disposal or acquisition of partial interests in subsidiaries | - | - | 2,397 | - | - | - | - | 2,397 | ( 2,397 ) | - | |
| Appropriation of 2024 earnings | |||||||||||
| Legal reserve | - | - | - | 32,044 | - | ( 32,044 ) | - | - | - | - | |
| Special reserve | - | - | - | - | 1,769 | 1,769 | - | - | - | - | |
| Cash dividends distributed by the Company | - | - | - | - | - | ( 258,082 ) | - | ( 258,082 ) | - | ( 258,082 ) | |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 350,432 | - | 350,432 | 132,103 | 482,535 | |
| Other comprehensive income for the year ended December 31, 2025, net of income tax | - | - | - | - | - | 442 | ( 10,788 ) | ( 10,346 ) | ( 6,011 ) | ( 16,357 ) | |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | 350,874 | ( 10,788 ) | 340,086 | 126,092 | 466,178 | |
| Decrease in non-controlling interests | - | - | - | - | - | - | - | - | ( 42,520 ) | ( 42,520 ) | |
| Convertible bonds converted to ordinary shares | 740 | 7,400 | 26,173 | - | - | - | - | 33,573 | - | 33,573 | |
| BALANCE AT DECEMBER 31, 2025 | 92,172 | $ 921,720 | $ 802,257 | $ 342,308 | $ 3,855 | $ 1,386,883 | ($ 14,643 ) | $ 3,442,380 | $ 1,327,722 | $ 4,770,102 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Yen-Min Chen
Manager: Sheng-Chung Ko
Accounting supervisor: Xiu-Bao Chen
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 597,369 | $ 552,214 |
| Adjustments for: | ||
| Depreciation expense | 796,780 | 727,363 |
| Amortization expense | 44,326 | 44,758 |
| Expected credit reversed gain | 5,321 | ( 333 ) |
| Net (gain) loss on fair value changes of financial assets at fair value through profit or loss | 250 | 29,004 |
| Financial costs | 166,841 | 159,697 |
| Interest income | ( 11,262 ) | ( 7,811 ) |
| Dividend income | ( 20,487 ) | ( 22,407 ) |
| Gain on disposal of property, plant, and equipment | ( 919 ) | ( 2,762 ) |
| Loss (gain) on lease modification | ( 2,553 ) | - |
| Changes in operating assets and liabilities | ||
| Contract assets | ( 1,060 ) | 24,373 |
| Notes receivable | ( 2,143 ) | 18,626 |
| Trade receivables | ( 34,879 ) | 30,033 |
| Other receivables | ( 13,995 ) | ( 78,082 ) |
| Other current assets | ( 86,869 ) | 25,613 |
| Contract liabilities | 25,831 | ( 825 ) |
| Notes payable | 330 | ( 1,618 ) |
| Trade payables | ( 35,891 ) | ( 17,796 ) |
| Other payables | 6,453 | 17,039 |
| Other current liabilities | 7,209 | 6,437 |
| Net defined benefit liabilities | ( 1,753 ) | ( 1,837 ) |
| Cash generated from operations | 1,438,899 | 1,501,686 |
| Interest received | 11,238 | 7,779 |
| Interest paid | ( 203,270 ) | ( 176,187 ) |
| Income tax paid | ( 123,678 ) | ( 61,299 ) |
| Net cash generated from operating activities | 1,123,189 | 1,271,979 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | - | ( 90,814 ) |
| Proceeds from sale of financial assets at fair value through other comprehensive income | - | 4,680 |
| Proceeds from sale of financial assets at amortized cost | 228,519 | - |
| Purchase of financial assets at amortized cost | ( $ 47,875 ) | ( $ 206,323 ) |
| Purchase of financial assets at fair value through profit or loss | ( 10,613 ) | ( 70,943 ) |
| Proceeds from sale of financial assets at fair value through profit or loss | 13,260 | 108,938 |
| Acquisition of property, plant, and equipment | ( 953,925 ) | ( 1,556,180 ) |
| (Continued) |
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| Proceeds from disposal of property, plant and equipment | 5,900 | 6,060 |
| Increase in refundable deposits | ( 6,527 ) | ( 12,489 ) |
| Acquisition of intangible assets | ( 2,429 ) | ( 2,091 ) |
| Increase in finance lease receivables | ( 22,979 ) | ( 2,659 ) |
| Increase in prepayments for equipment | ( 298,916 ) | ( 91,141 ) |
| Other dividends received | 20,487 | 22,407 |
| Net cash used in investing activities | ( 1,075,098 ) | ( 1,890,555 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayments of short-term borrowings | 190,000 | 565,000 |
| Redemption of bonds payable | ( 498,400 ) | - |
| Proceeds from long-term borrowings | 1,789,808 | 2,560,130 |
| Repayments of long-term borrowings | ( 1,082,822 ) | ( 2,022,812 ) |
| Increase in guarantee deposits received | - | 3,463 |
| Decrease in guarantee deposits received | ( 7,773 ) | - |
| Repayments of the principal portion of lease liabilities | ( 244,283 ) | ( 203,039 ) |
| Dividends paid to owners of the Company | ( 258,082 ) | ( 219,335 ) |
| Acquisition of shares in subsidiary | - | ( 24,347 ) |
| Proceeds from disposal of partial interest in a subsidiary | 23,164 | - |
| Changes in non-controlling interests | - | 70,250 |
| Dividends paid to non-controlling interests | ( 65,684 ) | ( 15,930 ) |
| Net cash generated from financing activities | ( 154,072 ) | 713,380 |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( 105,981 ) | 94,804 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 683,376 | 588,572 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 577,395 | $ 683,376 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
Chairman: Yen-Min Chen Manager: Sheng-Chung Ko Accounting supervisor: Xiu-Bao Chen
~ 31 ~
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders Chien Shing Harbour Service Company Limited
Opinion
We have audited the accompanying financial statements of Chien Shing Harbour Service Company Limited (the "Company"), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of material accounting policies (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter identified in the audit of the Company's financial statements for the year ended December 31, 2025 is as follows:
The authenticity of revenue transactions with specific stevedoring customers
The primary operations of the Group involve warehousing, stevedoring, customs brokerage and transportation services. Due to the significance and the presumption of significant risk associated with revenue recognition auditing standards, we considered the correct recognition of stevedoring revenue for specific categories to have a material impact on the financial statements. Therefore, we identified the accuracy of recognizing warehousing revenue for specific categories as a key audit matter. Refer to Note 4 (12) to the accompanying financial statements for accounting policies on revenue recognition.
Our corresponding audit procedures performed were as follows:
- We understood and evaluated the design and effectiveness of the internal control on the particular category of warehousing revenue recognition.
- We selected appropriate samples and checked relevant documents, external corroborating evidence and tested payments received from the aforementioned specific categories of warehousing revenue details, to determine the accuracy of revenue recognition.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
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.
~ 32 ~
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Nai-Hua Kuo and Li-Huang Li.
Deloitte & Touche Taipei, Taiwan Republic of China
March 12, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 245,098 | 3 | $ 163,454 | 2 |
| Financial assets at fair value through profit or loss - current (Note 7) | 2,579 | - | 2,694 | - |
| Financial assets at amortized cost - current (Notes 8 and 9) | - | - | 4,519 | - |
| Contract assets - current (Note 24) | 3,399 | - | 2,339 | 1 |
| Notes receivable from unrelated parties (Note 10) | 18,088 | - | 16,082 | - |
| Trade receivables from unrelated parties (Note 10) | 255,073 | 4 | 272,876 | 4 |
| Trade receivables from related parties (Notes 10 and 32) | 9,385 | - | 10,072 | - |
| Accounts receivable from finance leases - current (Note 11) | 597 | - | 568 | 6 |
| Other receivables (Notes 10) | 441,402 | 6 | 444,042 | 2 |
| Other receivables from related parties (Notes 10 and 32) | 29,160 | 1 | 17,628 | - |
| Other current assets (Note 17) | 16,790 | - | 8,273 | - |
| Total current assets | 1,021,571 | 14 | 942,547 | 15 |
| NON-CURRENT ASSETS | ||||
| Financial assets at amortized cost - non-current (Notes 8, 9 and 33) | 80,563 | 1 | 49,863 | - |
| Investments accounted for using the equity method (Notes 12 and 28) | 2,344,108 | 31 | 2,300,698 | 1 |
| Property, plant and equipment (Notes 13 and 33) | 2,277,003 | 30 | 2,187,652 | 30 |
| Right-of-use assets (Notes 14 and 33) | 1,459,486 | 20 | 1,257,631 | 32 |
| Investment properties (Notes 15 and 33) | 223,086 | 3 | 379,186 | 13 |
| Goodwill | 34,126 | 1 | 34,126 | 7 |
| Other intangible assets (Note 16) | 29,045 | - | 32,070 | - |
| Deferred tax assets (Notes 26) | 16,256 | - | 16,039 | 1 |
| Prepayment for equipment (Note 17) | 14,169 | - | 27,995 | - |
| Refundable deposits (Note 17) | 9,990 | - | 10,010 | 1 |
| Accounts receivable from finance leases - non-current (Note 11) | 1,469 | - | 2,091 | - |
| Total non-current assets | 6,489,301 | 86 | 6,297,361 | |
| TOTAL | $ 7,510,872 | 100 | $ 7,239,908 | 85 |
| LIABILITIES AND EQUITY | 100 | |||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 18) | $ 790,000 | 11 | $ 640,000 | |
| Contract liabilities - current (Note 24) | 28,605 | - | 2,774 | 2 |
| Notes payable to unrelated parties (Note 20) | 2,402 | - | 5,789 | - |
| Trade payables to unrelated parties (Note 20) | 98,926 | 1 | 115,431 | - |
| Trade payables to related parties (Notes 20 and 32) | 44,354 | 1 | 18,523 | 2 |
| Other payables (Note 21) | 161,334 | 2 | 156,412 | 1 |
| Current tax liabilities (Notes 26) | 23,647 | - | 19,232 | 2 |
| Lease liabilities - current (Note 14) | 144,999 | 2 | 67,089 | - |
| Long-term liabilities - current portion and Bonds payable (Note 18 and 19) | 602,843 | 8 | 825,832 | 1 |
| Other current liabilities | 23,342 | - | 20,264 | 2 |
| Total current liabilities | 1,920,452 | 25 | 1,871,346 | |
| NON-CURRENT LIABILITIES | 10 | |||
| Long-term borrowings (Note 18) | 1,213,779 | 16 | 1,292,949 | |
| Deferred tax liabilities (Notes 26) | 2,011 | - | 1,597 | 11 |
| Lease liabilities - non-current (Note 14) | 917,312 | 13 | 727,469 | 28 |
| Net defined benefit liabilities - non-current (Note 22) | 9,554 | - | 11,860 | - |
| Guarantee deposits | 5,384 | - | 10,281 | 4 |
| 2,148,040 | 29 | - | ||
| Total non-current liabilities | 1,213,779 | 16 | 2,044,156 | - |
| Total liabilities | 4,068,492 | 54 | 3,915,502 | 43 |
| EQUITY (Note 23) | 53 | |||
| Share capital - ordinary shares | 921,720 | 12 | 914,320 | |
| Capital surplus | 802,257 | 11 | 773,687 | |
| Retained earnings | 13 | |||
| Legal reserve | 342,308 | 5 | 310,264 | 10 |
| Special reserve | 3,855 | - | 2,086 | - |
| Unappropriated earnings | 1,386,883 | 18 | 1,327,904 | 5 |
| Total retained earnings | 1,733,046 | 23 | 1,640,254 | - |
| Other equity | ( 14,643 ) | - | ( 3,855 ) | 19 |
| 24 | ||||
| Total equity | 3,442,380 | 46 | 3,324,406 | - |
| TOTAL | $ 7,510,872 | 100 | $ 7,239,908 | 47 |
The accompanying notes are an integral part of the financial statements.
Chairman: Yen-Min Chen
Manager: Sheng-Chung Ko
Accounting supervisor: Xiu-Bao Chen
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 24 and 32) | $ 1,701,874 | 100 | $ 1,467,721 | 100 |
| OPERATING COSTS (Note 25 and 32) | ( 1,207,778 ) | ( 71 ) | ( 1,056,789 ) | ( 72 ) |
| GROSS PROFIT | 494,096 | 29 | 410,932 | 28 |
| OPERATING EXPENSES (Notes 25 and 32) | ||||
| Selling and marketing expenses | ( 116,125 ) | ( 7 ) | ( 110,139 ) | ( 7 ) |
| General and administrative expenses | ( 124,090 ) | ( 7 ) | ( 103,464 ) | ( 7 ) |
| Expected credit gain (loss) | ||||
| Reversal of Impairment Loss | ( 5,320 ) | - | 185 | - |
| Total operating expenses | ( 245,535 ) | ( 14 ) | ( 213,418 ) | ( 14 ) |
| PROFIT FROM OPERATIONS | 248,561 | 15 | 197,514 | 14 |
| NON-OPERATING INCOME AND EXPENSES (Note 25 and 32) | ||||
| Interest income | 1,886 | - | 2,954 | - |
| Other income | 53,397 | 3 | 66,230 | 5 |
| Other gains and losses | ( 1,839 ) | - | 600 | - |
| Finance costs | ( 69,990 ) | ( 4 ) | ( 59,153 ) | ( 4 ) |
| Share of profit or loss of subsidiaries, associates and joint ventures accounted for using the equity method | 164,870 | 10 | 151,223 | 10 |
| Total non-operating income and expenses | 148,324 | 9 | 161,854 | 11 |
| PROFIT BEFORE INCOME TAX | 396,885 | 24 | 359,368 | 25 |
| INCOME TAX EXPENSE (Note 27) | ( 46,453 ) | ( 3 ) | ( 42,190 ) | ( 3 ) |
| NET PROFIT FOR THE YEAR | 350,432 | 21 | 317,178 | 22 |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 22) | $ 553 | - | $ 3,050 | - |
| Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income | ( 10,788 ) | ( 1 ) | ( 946 ) | - |
| Income tax related to items that will not be reclassified subsequently to profit or loss (Note 26) | ( 111 ) | - | ( 610 ) | - |
| Other comprehensive income for the year, net of income tax | ( 10,346 ) | ( 1 ) | 1,494 | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 340,086 | 20 | $ 318,672 | 22 |
| EARNINGS PER SHARE (Note 27) | ||||
| Basic | $ 3.80 | $ 3.59 | ||
| Diluted | $ 3.79 | $ 3.14 |
The accompanying notes are an integral part of the financial statements.
Chairman: Yen-Min Chen
Manager: Sheng-Chung Ko
Accounting supervisor: Xiu-Bao Chen
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Share Capital - Ordinary Shares | Retained Earnings | Other Equity | ||||||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) | Amount | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Total Equity | |
| BALANCE AT JANUARY 1, 2024 | 87,734 | $ 877,339 | $ 642,498 | $ 281,199 | $ 2,430 | $ 1,255,519 | ($ 2,086) | $ 3,056,899 |
| Actual disposal or acquisition of partial interests in subsidiaries | - | - | 780 | - | - | - | - | 780 |
| Changes in percentage of ownership interests in subsidiaries | - | - | 63 | - | - | - | - | 63 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income | - | - | - | - | - | 823 | ( 823 ) | - |
| Appropriation of 2023 earnings | ||||||||
| Legal reserve | - | - | - | 29,065 | - | ( 29,065 ) | - | - |
| Special reserve | - | - | - | - | ( 344 ) | 344 | - | - |
| Cash dividends distributed by the Company | - | - | - | - | - | ( 219,335 ) | - | ( 219,335 ) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | - | 317,178 | - | 317,178 |
| Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | - | 2,440 | ( 946 ) | 1,494 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | - | 319,618 | ( 946 ) | 318,672 |
| Convertible bonds converted to ordinary shares | 3,698 | 36,981 | 130,346 | - | - | - | - | 167,327 |
| BALANCE AT DECEMBER 31, 2024 | 91,432 | 914,320 | 773,687 | 310,264 | 2,086 | 1,327,904 | ( 3,855 ) | 3,324,406 |
| Actual disposal or acquisition of partial interests in subsidiaries | - | - | 2,397 | - | - | - | - | 2,397 |
| Appropriation of 2024 earnings | ||||||||
| Legal reserve | - | - | - | 32,044 | - | ( 32,044 ) | - | - |
| Special reserve | - | - | - | - | 1,769 | ( 1,769 ) | - | - |
| Cash dividends distributed by the Company | - | - | - | - | - | ( 258,082 ) | - | ( 258,082 ) |
| Net profit for the year ended December 31, 2025 | - | - | - | - | - | 350,432 | - | 350,432 |
| Other comprehensive income for the year ended December 31, 2025, net of income tax | - | - | - | - | - | 442 | ( 10,788 ) | ( 10,346 ) |
| Total comprehensive income for the year ended December 31, 2025 | - | - | - | - | - | 350,874 | ( 10,788 ) | 340,086 |
| Convertible bonds converted to ordinary shares | 740 | 7,400 | 26,173 | - | - | - | - | 33,573 |
| BALANCE AT DECEMBER 31, 2025 | 92,172 | $ 921,720 | $ 802,257 | $ 342,308 | $ 3,855 | $ 1,386,883 | ($ 14,643 ) | $ 3,442,380 |
The accompanying notes are an integral part of the financial statements.
Chairman: Yen-Min Chen
Manager: Sheng-Chung Ko
Accounting supervisor: Xia-Bao Chen
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 396,885 | $ 359,368 |
| Adjustments for: | ||
| Depreciation expense | 382,137 | 332,043 |
| Amortization expense | 7,908 | 8,150 |
| Expected credit reversed gain | 5,320 | ( 185 ) |
| Net loss on fair value changes of financial assets at fair value through profit or loss | 115 | ( 39 ) |
| Financial costs | 69,990 | 59,153 |
| Interest income | ( 1,886 ) | ( 2,954 ) |
| Dividend income | ( 112 ) | ( 118 ) |
| Share-based compensation | ( 164,870 ) | ( 151,223 ) |
| Share of (profit) loss of subsidiaries, associates and joint ventures | ( 919 ) | ( 151,223 ) |
| Gain on disposal of property, plant, and equipment | ( 2,198 ) | ( 2,762 ) |
| Gain on lease modification | ||
| Changes in operating assets and liabilities | ||
| Contract assets | ( 1,060 ) | 24,373 |
| Notes receivable | ( 2,026 ) | 3,631 |
| Trade receivables | 18,316 | ( 35,140 ) |
| Other receivables | ( 14,018 ) | ( 78,500 ) |
| Other current assets | ( 8,517 ) | 940 |
| Contract liabilities | 25,831 | ( 825 ) |
| Notes payable | ( 3,387 ) | ( 992 ) |
| Trade payables | 9,326 | ( 32,834 ) |
| Other payables | 1,140 | 8,068 |
| Other current liabilities | 3,078 | 10,085 |
| Net defined benefit liabilities | ( 1,753 ) | ( 1,837 ) |
| Cash generated from operations | 719,300 | 498,402 |
| Interest received | 1,886 | 2,954 |
| Interest paid | ( 70,400 ) | ( 56,023 ) |
| Income tax paid | ( 41,952 ) | ( 41,163 ) |
| Net cash generated from operating activities | 608,834 | 404,170 |
| (Continued) |
CHIEN SHING HARBOUR SERVICE COMPANY LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from sale of financial assets at fair value through other comprehensive income | $ - | $ 4,680 |
| (Increase) decrease in financial assets at amortized cost | ( 30,700 ) | ( 8,850 ) |
| Proceeds from disposal of financial assets at amortized cost | 4,519 | - |
| Acquisition of property, plant, and equipment | ( 93,739 ) | ( 229,381 ) |
| Proceeds from disposal of property, plant and equipment | 3,300 | 6,060 |
| Inase in refundable deposits | - | ( 6,644 ) |
| Decrease in refundable deposits | 20 | - |
| (Increase) decrease in other receivables from related parties | - | 120,000 |
| Acquisition of intangible assets | ( 2,109 ) | ( 700 ) |
| Increase in finance lease receivables | - | ( 2,659 ) |
| Deease in finance lease receivables | 593 | - |
| Increase in prepayments for equipment | ( 40,615 ) | ( 10,459 ) |
| Dividends received from associates | 89,905 | 29,070 |
| Other dividends received | 112 | 118 |
| Net cash used in investing activities | ( 68,714 ) | ( 98,765 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 150,000 | 510,000 |
| Proceeds from long-term borrowings | 899,192 | 1,185,340 |
| Repayments of long-term borrowings | ( 669,893 ) | ( 1,532,090 ) |
| Refund of guarantee deposits received | ( 4,897 ) | ( 259 ) |
| Repayments of the principal portion of lease liabilities | ( 99,560 ) | ( 62,563 ) |
| Cash dividends paid | ( 258,082 ) | ( 219,335 ) |
| Payments for acquisition of subsidiary shares | - | ( 178,497 ) |
| Proceeds from disposal of partial interest in a subsidiary | 23,164 | - |
| Redemption of Bonds Payable | ( 498,400 ) | - |
| Net cash used in financing activities | ( 458,476 ) | ( 297,404 ) |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 81,644 | 8,001 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 163,454 | 155,453 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 245,098 | $ 163,454 |
The accompanying notes are an integral part of the financial statements. (Concluded)
Chairman: Yen-Min Chen Manager: Sheng-Chung Ko Accounting supervisor: Xiu-Bao Chen
VIII. Appendix
Appendix 1
Chien Shing Harbour Service Co., Ltd.
Articles of Incorporation
Article 1: The Company is organized in accordance with the provisions of the Company Act, and is named Chien Shing Harbour Service Co., Ltd.
English name: Chien Shing Harbor Service Co., LTD.
Article 2: The business of the Company is as follows:
- G801010: Warehousing industry.
- F212011: Gas Stations.
- F399010: Convenience Stores
- G101061: Automobile cargo transportation business.
- G101081: Container truck transportation enterprise.
- G405010: Container rental.
- G701011: Customs Brokers.
- G406061: Ship stevedore operator (commercial port area).
- ID01010: Measuring Instruments Certification.
- G404011: Container terminal operators.
- ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The total amount of investment transferred by the Company may be a limited liability shareholder of another company through the resolution of the Board of Directors, and the total amount of investment is not subject to the restriction of 40% of the paid-in capital.
Article 2-2: The Company may guarantee externally.
Article 2-3: The public announcements of the Company shall be made in accordance with Article 28 of the Company Act and other relevant laws and regulations.
Article 3: The headquarter of the Company is located in Taichung City. When necessary, the Board of Directors may decide to set up branches at home and abroad according to law.
Article 4: The total capital of the Company is NT$2 billion, which is divided into 200 million shares, each with a face value of NT$10, and the Board of Directors is authorized to issue shares in batches.
Article 4-1: If the Company intends to revoke the public offering, it shall do so only after the approval by the Board of Directors and the approval by a special resolution of the shareholders' meeting,
Article 5: The stock certificates of the Company shall be in registered form, signed or sealed by directors on behalf of the company, the issuing company may be exempted from printing any share certificate for the shares issued and register the issued shares with a centralized securities depository enterprise and follow the regulations of that enterprise.
The stock affairs of the Company shall do according to the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 6: The Company shall suspend share transfer registration in 60 days before a regular
shareholders' meeting, 30 days before a special shareholders' meeting, 5 days before the Company decides to distribute dividends, bonuses or other benefits.
Article 7: Shareholders' meeting shall be of the following two kinds: regular and special. The Company shall convene regular shareholders' meeting once a year within six months after close of each fiscal year by the Board of Directors. A notice to convene a regular shareholders' meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, a special shareholders' meeting may be convened according to the law as required. A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. In case a public company intends to convene a special meeting of shareholders, a meeting notice shall be given to each shareholders no later than 15 days prior to the scheduled meeting date.
Article 7-1: The Company may convene a shareholders' meeting by video conference or other means announced by the Ministry of Economic Affairs.
Article 8: Where a shareholder for any reasons cannot attend a shareholders' meeting in person, the shareholder may have a proxy printed by the company issued in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" published by the competent authority in addition to Article 177 of the Company Act to appoint a proxy to attend the meeting.
Article 8-1: A shareholder shall have one voting power in respect of each share in his/her/its possession unless otherwise set by regulations. In the process of electing directors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. The Company elects directors by cumulative voting system.
Article 8-2: The Company's shareholders may exercise their voting power in writing or by way of electronic transmission in a shareholders' meeting according to rules set in the meeting notice.
Article 9: When the shareholders meeting is convened, the chairman of the Board of Directors shall be the chairman. If the chairman is absent, he/she shall appoint one of the directors to chair the meeting; when no one is appointed, the chairman of the meeting shall be elected from among directors; when the shareholders meeting is convened by a non-Board authorized convenor, he/she shall chair the meeting; when there are two or more authorized convenors the chairman of the meeting shall be elected from among themselves.
Article 10: Adopt a resolution at a shareholders' meeting by a majority of the shareholders present who represent one-half or more of the total number of its outstanding shares unless otherwise stipulated by the Company Act
Article 11: The resolutions of the shareholders' meeting shall be recorded in minutes and distribute the minutes to paragraph in 20 days after the meeting. The distribution of the minutes of the proceedings referred to in the preceding paragraph may be effected by means of a public notice. The minutes of meeting shall record the summary of the essential points of the
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proceedings and the results of the meeting. The minutes shall be kept together with the attendance list bearing the signatures and the powers of attorney of the proxies by the Company.
Article 12: The Board of Directors of the Company shall have nine to thirteen directors who shall be elected by the shareholders' meeting from among the persons with disposing capacity as stipulated in Article 192-1 of the Company Act. The term of office of a director is three years, and he/she may be eligible for re-election, and the total number of registered shares held by all directors shall be handled in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" promulgated by the competent authority.
Article 12-1: To comply with the provisions of Article 192-1 of the Company Act and Article 14-2 of the Securities and Exchange Act, among the number of directors of the Company according to Article 12, the number of independent directors shall not be less than two and shall not be less than one-fifth of the number of directors, a candidate nomination system is adopted, and the shareholders' meeting selects from the list of independent directors. The professional qualifications, shareholding, part-time restrictions, nomination and election methods, and other compliance methods of independent directors shall be determined by the competent authority.
Article 12-2: The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act, which shall be composed of all independent directors. The composition of the audit committee, exercise of powers, resolution methods, and other matters to be complied with shall be handled in accordance with the relevant laws and regulations of the competent securities authority.
Article 12-3: The Board of Directors of the Company may set up other functional committees, and its organizational regulations shall be formulated by the Board of Directors.
Article 13: When the number of vacancies in the Board of Directors of the Company equals to one third of the total number of directors, the Board of Directors shall call, within 60 days, a shareholders' meeting to elect succeeding directors to fill the vacancies and fulfill the unexposed term of office of the predecessor; when the vacancy of directors is less than one third of the total number of directors and it is necessary, the person elected by the second majority of the original election can act on his behalf.
Article 14: In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
Article 15: The Board of Directors shall elect a chairman of the Board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors; the chairman of the Board directors shall externally represent the Company and execute all affairs of the Company according to the regulations, Articles of Incorporation, resolutions of the meeting and the Board of Directors.
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Article 16: The Company’s business policy and other important matters are resolved by the Board of Directors. Except for the first meeting of each term of the Board of Directors in accordance with the provisions of Article 203 of the Company Act, the Board of Directors meeting shall be convened by the chairman of the Board of Directors in accordance with the provisions of the Company Act. It can be convened at any time when necessary, and the convening notice can be delivered in writing, electronically or by fax. When the chairman is unable to perform his duties, he/she shall appoint one of the directors to chair the meeting; when no one is appointed, the chairman of the meeting shall be elected from among directors
Article 16-1: When the Board meeting is held, the directors shall attend the Board meeting in person. If they are unable to attend the meeting in person, they may entrust other directors to attend the meeting on their behalf in accordance with Article 205 of the Company Act. Those who participate in the meeting through video conference shall be deemed to be present in person. The directors unable to attend the meeting in person for any reason may appoint another director to attend the meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. A director may accept the appointment to act as the proxy of one other director only.
Article 17: Resolutions adopted at a Board of Directors meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all directors of the Company within 20 days after the close of the meeting. The minutes of meeting shall record the summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept together with the attendance list bearing the signatures and the powers of attorney of the proxies by the Company.
Article 17-1: The remuneration of the directors of the Company shall be based on the degree of participation in the Company’s operations and the value of their contributions, and in consideration of the industry standards, and the Board of Directors is authorized to negotiate with them.
Article 17-2: The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship as approved by the Board of Directors.
Article 18: The Company has one general manager and several deputy general managers. Their appointment, discharge and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article 19: At the end of the Company’s fiscal year, the Board of Directors shall compile the following tables and submit them to the shareholders’ meeting for approval:
I. Business report. II. Financial statements. III. Proposals on Disposition of Net Earnings or Deficit Compensation.
Article 20: If the Company has profits in the year, the Company shall set aside no less than 1% as employee remuneration to be distributed in stock or cash as approved by the Board of Directors; and set aside no more than 1% of the said profits as the remuneration of directors and supervisors. Proposals on distribution of remuneration to employees and directors and supervisors shall be reported to the shareholders’ meeting.
However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate employee remuneration and director and supervisor remuneration according to the proportion mentioned in the preceding paragraph.
Article 21: If the Company has a surplus in its annual final accounts, it shall pay taxes according to law and distribute them in the following order:
II. Make up for the losses of previous years.
III. Appropriate 10% as the legal reserve, but when the legal reserve has reached the paid-in capital of the Company, it may no longer be appropriated.
IV. Appropriate or reverse the special reserve in accordance with laws and regulations.
V. If there is still a surplus, together with the accumulated undistributed earnings, the Board of Directors shall prepare a surplus distribution proposal and submit it to the shareholders’ meeting for a resolution on the distribution of shareholder stock dividends. Given the volatile industrial environment. In order to create a competitive advantage for sustainable operations, the Company has accelerated the diversification of its businesses in recent years. In consideration of the Company’s future capital requirements and long-term financial planning, and to meet the demand for cash inflows, cash dividends shall be distributed to shareholders at a percentage of no less than 20%, but when cash dividends are less than NT$0.1 per share, the dividends shall be paid in the form of stock instead of cash.
The distribution of the aforementioned shareholders’ dividends is authorized to be resolved by the
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Board of Directors with the attendance of more than two-thirds of the directors and the approval of a majority of the directors present, whereby all or part of the dividends and bonuses to be distributed shall be paid in cash, and such distribution shall be reported to the shareholders' meeting.
Article 22: Matters not stipulated in the Articles of Association shall be handled in accordance with the Company Act and other laws and regulations.
Article 23: This constitution was established on April 21, 1989, and was first revised on April 30, 1990. Revision 2: July 4, 1990. Revision 3: November 15, 1990. Revision 4: May 25, 1994. Revision 5: August 10, 1994. Revision 6: May 27, 1996. Revision 7: August 30, 1997. Revision 8: May 11, 1998. Revision 9: July 10, 1999. Revision 10: May 27, 2000. Revision 11: May 26, 2001. Revision 12: June 22 2002. Revision 13: June 28, 2003. Revision 14: June 19, 2004. Revision 15: June 19, 2004. Revision 16: June 25, 2005. Revision 17: June 22, 2007. Revision 18: June 23, 2009. Revision 19: June 24, 2010. Revision 20: June 27, 2012. Revision 21: June 12, 104, Republic of China. Revision 22: June 21, 2016. Revision 23: June 24, 2019. Revision 24: May 27, 2022. Revision 25: May 27, 2025.
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Appendix 2
Chien Shing Harbour Service Co., Ltd.
Rules of Procedure for Shareholders’ Meeting
I. Formulation basis:
Unless otherwise stipulated by laws and regulations, the Company’s shareholders’ meeting shall be handled in accordance with these rules.
II. To convene the shareholders’ meeting:
Unless otherwise provided by the Company Act, the shareholders’ meeting shall be convened by the Board of Directors.
Changes to how the Company convenes its shareholders meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders meeting notice.
III. Shareholders’ meeting convening procedure:
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. Before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby, and distributed at the venue of the shareholders’ meeting.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an Extraordinary Motion.
IV. A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may
propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
V. Attendance by proxy: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.
With the exception of a trust enterprise, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
VI. The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. To convene a virtual shareholders meeting, the Company shall include steps for how shareholders attend the virtual meeting and exercise their rights, actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events covering to what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed; for a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with
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difficulties in attending a virtual shareholders meeting online shall be specified.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders themselves or proxies entrusted by shareholders (hereinafter referred to as "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
VII. Avoidance of exercise of voting rights:
A director who has a personal interest in the matter under discussion at a board meeting which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of another shareholder.
VIII. The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
IX. If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the Board. When the chairperson of the Board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint one of the directors to act as chair, where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairperson of the Board in person and attended by a majority of the directors, at least one supervisor in person, and at
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least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
X. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
XI. Article 8 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. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording under the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the entity engaged to handle video conferencing matters.
XII. Number of attendance at the shareholders’ meeting shall be counted on the basis of shares. The number of shares attending the shareholders’ meeting is based on the number of shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronic transmission.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total
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number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
XIII. If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including Extraordinary Motions), except by a resolution of the shareholders meeting.
If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
XIV. Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
XV. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal (including Extraordinary Motions), and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
XVI. When a juristic person is entrusted to attend the shareholders’ meeting, the juristic person may only designate one representative to attend.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
XVII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply. As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
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XVIII. When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.
XIX. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for Extraordinary Motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
XX. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including Extraordinary Motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
XXI. Voting at a shareholders meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the Extraordinary Motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of Extraordinary Motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before
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the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the 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. When voting, the chairman or his designated person shall announce the total number of voting rights of the shareholders present on a case-by-case basis, and if there is no objection after consultation with the chairman, it shall be deemed to be passed, and its effect is the same as ballot voting.
If there is any objection, a ballot shall be adopted for voting.
XXII. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
XXIII. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
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When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
XXIV. Article 14 The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year.
If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
XXV. Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The distribution of the minutes of the proceedings mentioned in the preceding paragraph may be done by posting on the Market Observation Post website.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results. The minutes shall be retained for the duration of the existence of the Company.
If the shareholders’ meeting is convened by videoconference, in addition to the matters that shall be recorded in accordance with the provisions of the preceding paragraph, the minutes of the meeting shall also record the start and end time of the shareholders’ meeting, the method of convening the meeting, the name of the chairman and the minutes of the meeting, and the names of the shareholders’ meeting attended by videoconference. Shareholders in difficulty shall provide appropriate alternative measures and the methods and circumstances of dealing with obstacles caused by force majeure to the video conferencing platform or participation in video conferencing.
XXVI. In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
XXVII. When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
XXVIII. In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also
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declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company's hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph. When the Company convenes a video-assisted shareholders' meeting, and the video conference cannot be continued under Paragraph 2, if the total number of shares present still reaches the statutory quota for the resolution of the shareholders' meeting after deducting the number of shares present at the shareholders' meeting through video-conference, the shareholders' meeting may still The meeting will continue without the need to postpone or continue the meeting in accordance with the provisions of the second paragraph.
When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
XXIX. These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner. First release on May 27, 2000. Revision 1: June 22, 2002. Revision 2: June 28, 2003. Revision 3: June 28, 2006. Revision 4: June 22, 2007. Revision 5: June 21, 2016. Revision 6: July 21, 2021. Revision 7: May 27, 2022.
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Appendix 3
Number of shares held by directors
(1) As of March 28, 2026, the total number of shares issued by the Company is 92,172,031 shares. (2) The shareholding status of individual and all directors recorded in the register of shareholders as of the book closure date of this shareholders' meeting is as follows
| Title | Name | Shareholding | Holding Rtio (%) |
|---|---|---|---|
| Chairman | Ya Hsin Wealth Investment Co., LTD | ||
| Representative: Yen-Min Chen | 4,018,291 | 4.36 | |
| Director | Shi-Jie Yang | 1,132,126 | 1.23 |
| Director | Sheng-Chung Ko | 36,697 | 0.04 |
| Director | Yi Jia Investment Co., Ltd. | ||
| Representative: Yi-Chien Chen | 2,500,000 | 2.71 | |
| Director | Tung Ho Steel Enterprise | ||
| Representative: I-Chih Hsu | 8,203,800 | 8.90 | |
| Director | FENG HSIN STEEL CO., LTD. | ||
| Representative: Chi-Ruei Lin | 8,737,696 | 9.48 | |
| Independent director | Shi-Yin Tsai | 0 | 0 |
| Independent director | Pai-Chien Huang | 0 | 0 |
| Independent director | Cheng-Hsiung Lin | 0 | 0 |
| The number and percentage of shares held by all directors | 24,628,610 | 26.72 |
Appendix 4
Other Notes
Instructions for handling shareholder proposals at this shareholders' meeting:
I. Pursuant to Article 172-1 of the Company Act, shareholders holding more than 1% of the total number of issued shares may submit a written proposal to the Company for the shareholders' meeting, but only one item, and the proposed proposal must be limited to 300 words (including Punctuation marks).
II. This year’s shareholders’ general meeting of the Company accepts shareholders’ proposal applications, and the period are from March 20, 2026 to March 30, 2026, and have been legally announced on the Market Observation Post.
III. The Company did not receive any shareholder proposals during the acceptance period.
Explanation of information related to issuance of bonus shares:
The impact of the issuance of bonus shares proposed at this shareholders’ meeting on the Company’s operating performance, earnings per share, and shareholders’ return on investment: Not applicable.