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CSC — AGM Information 2026
Apr 21, 2026
51937_rns_2026-04-21_f583e9da-0762-4963-8ab1-d508949d12d1.pdf
AGM Information
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Table of Contents
Page I. Meeting Procedures .............................................................. 2 II. Meeting Agenda ................................................................... 3 1. Report Items ..................................................................... 5 2. Proposals for Ratification ............................................... 10 3. Proposals for Discussion ................................................ 47 4. Extraordinary Motions ................................................... 87 III. Rules and Regulations 1. Rules Governing Procedures for Shareholders' Meeting .. 88 2. Articles of Incorporation ................................................ 95 IV. List of Shareholding by Current Directors ......................... 103
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China Steel Corporation 2026 Annual General Meeting Meeting Procedures
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Call the Meeting to Order
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Chairman Takes the Chair
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All Arise in Silence
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Sing the National Anthem
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Three Bows to the National Flag and the Portrait of
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Dr. Sun Yat-Sen
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Chairman's Remarks
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Report Items
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Proposals for Ratification
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Proposals for Discussion
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Extraordinary Motions
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Meeting Adjourned
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China Steel Corporation 2026 Annual General Meeting Meeting Agenda
Form of meeting: Physical AGM
Time: 9:00 a.m., May 22, 2026 (Friday)
Venue: CSC, No. 1, Chung-Kang Rd., Hsiao Kang Dist., Kaohsiung City, Taiwan
Attendants: shareholders and proxies entrusted by shareholders
Chairman: Chairman of the Board, Mr. Chien-Chih Hwang
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Chairman's Remarks
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Report Items
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(1) Report on the Operations of 2025.
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(2) Report on Audit Committee's audit report of 2025.
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(3) Report on the distribution of remuneration for employees and directors of 2025.
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(4) Report on the issuance of domestic unsecured corporate bonds in 2025.
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Proposals for Ratification
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(1) Adoption of the 2025 Business Report and Financial Statements.
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(2) Adoption of the proposal for deficit compensation and profit distribution of 2025.
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Proposals for Discussion
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(1) Amendments to the Articles of Incorporation.
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- (2) Amendments to the Rules Governing Procedures for Shareholders'
Meeting.
- (3) Amendments to the Procedures for Acquisition or Disposal of
Assets.
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Extraordinary Motions
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Meeting Adjourned
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Report Items
1. Report on the Operations of 2025.
2. Report on Audit Committee's audit report of 2025.
(Please refer to Page 22 in this handbook)
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3. Report on the distribution of remuneration for employees and directors of 2025
Proposed by the Board of Directors
Explanatory Note:
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(1) The distribution is proposed pursuant to Paragraph 1, Article 6 of the Company's Articles of Incorporation and Letter No. EconomicCommerce-10402436190 dated January 4, 2016 issued by the Ministry of Economic Affairs, R. O. C.
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(2) The explanation in the comparison table concerning the amendment to Article 6 of the Articles of Incorporation adopted by the Shareholders' Meeting on June 23, 2016 states the following: The Company refers to the actual amount of the remunerations based on the previous post-tax calculation basis (8% to employees and 0.15% to directors from the after-tax earnings after deducting the legal reserve, appropriation or reverse of special reserve and distribution of preferred dividends at 14% of the par value) and adjusts the percentage to pre-tax basis accordingly.
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(3) According to Letter No. Economic-Commerce-10402436190 dated January 4, 2016 issued by the Ministry of Economic Affairs, R. O. C., the term "profit" is defined as the earnings before taxes and remunerations for employees and directors
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(4) As the Company made no profit in 2025, the amount of remuneration for employees of 2025 calculated based on the aforesaid ratio was NT$0, which was equivalent to 0% of the amount of earnings before
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taxes and remunerations for employees and directors; whereas the amount of remuneration for directors of 2025 calculated based on the aforesaid ratio was NT$0, which was equivalent to 0% of the amount of earnings before taxes and remunerations for employees and directors.
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4. Report on the issuance of domestic unsecured corporate bonds in 2025
Proposed by the Board of Directors
Explanatory Note:
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(1) The report is proposed in accordance with Article 246 of the Company Act.
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(2) For the purpose of working capital expansion and repayment of debts, the Company respectively completed the issuance of the 1st Unsecured Corporate Bond of 2025 worth NT$5.8 billion on April 29, 2025, the 2nd Unsecured Corporate Bond of 2025 worth NT$7.8 billion on September 17, 2025, and the 1st Unsecured Corporate Bond of 2026, consisting of Bond A worth NT$7.6 billion and Bond B worth NT$2.7 billion, on January 6, 2026. The conditions for the issuance of corporate bonds are reported as follows:
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A. 1st Unsecured Corporate Bond of 2025
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a. Total amount: NT$5.8 billion.
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b. Issuance period: 5 years, from April 29, 2025 to April 29, 2030.
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c. Par value: NT$1 million.
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d. Issue price: Fully issued at par value.
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e. Coupon rate: Fixed rate at 2.06%.
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f. Interest payment method: Simple interest will be paid once a year based on the coupon rate from the issue date.
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g. Principal repayment method: 100% of the principal will be paid at the maturity date from the issue date.
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B. 2nd Unsecured Corporate Bond of 2025
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a. Total amount: NT$7.8 billion.
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b. Issuance period: 5 years, from September 17, 2025 to September 17, 2030.
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c. Par value: NT$1 million.
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d. Issue price: Fully issued at par value.
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e. Coupon rate: Fixed rate at 1.89%.
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f. Interest payment method: Simple interest will be paid once a year based on the coupon rate from the issue date.
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g. Principal repayment method: 50% of the principal will be paid at the end of the 4[th] and 5[th] years from the issue date, respectively.
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C. 1st Unsecured Corporate Bond of 2026 with Bond A and Bond B
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a. Total amount: Consisted of Bond A and Bond B. Bond A - NT$7.6 billion; Bond B - NT$2.7 billion.
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b. Issuance period: Bond A - 5 years, from January 6, 2026 to January 6, 2031; Bond B - 7 years, from January 6, 2026 to January 6, 2033
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c. Par value: NT$1 million.
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d. Issue price: Fully issued at par value.
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e. Coupon rate: Bond A - Fixed rate at 1.79%; Bond B - Fixed rate at 1.82%.
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f. Interest payment method: Simple interest will be paid once a year based on the coupon rate from the issue date.
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g. Principal repayment method: 100% of the principal will be paid at the maturity date from the issue date.
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Proposals for Ratification
1. Proposal:
Adoption of the 2025 Business Report and Financial Statements
Proposed by the Board of Directors
Explanatory Note:
Please refer to Attachment 1 and 2 for the 2025 Business Report and the financial statements for the year ended December 31st, 2025.
Resolution:
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Attachment 1 2025 Business Report of China Steel Corporation
I. Operating Directives
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Developing Premium Steel and Green Energy to Unlock New Business Opportunities
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Digital Innovation to Improve Operational Efficiency
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Low-Carbon & Energy Efficiency to Advance Sustainable Development
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Industry Chain Collaboration to Create Value
II. Implementation of Operating Targets
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(I) During the year, the Company continued to promote its “Controllable Cost Reduction Initiative.” In response to external challenges such as tariff increases and exchange rate fluctuations, an enhanced action plan was formulated in the second half of the year to further strengthen existing cost-reduction achievements. With active participation from all departments, the Company successfully accomplished its annual targets.
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(II) Affected by factors including the slow recovery of global economy, weak endmarket demand, supply chain uncertainties, and rising international trade protectionism, sales volumes of steel products, high-grade products, and advanced premium steels fell short of expectations. Nevertheless, as the global economy gradually recovers and steel demand is expected to rebound, the Company will closely monitor international developments and market opportunities while proactively expanding shipments. At the same time, it will deepen engagement with high-end industrial customers through collaborative R&D and customized supply solutions to strengthen customer relationships, expand product applications and downstream promotion, and enhance product added value and overall competitiveness, striving to achieve its sales targets.
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(III) Due to the overall industry environment, actual production volumes of hot metal and crude steel declined, resulting in the Company’s annual greenhouse gas
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(GHG) emissions remaining within the targeted range. However, higher blast furnace fuel rates and increased use of externally procured fuels indicate that there remains room for improvement in carbon intensity performance. The Company has continued to advance carbon neutrality–related governance mechanisms, establishing cross-functional task force to regularly review performances and action plans, thereby enhancing energy efficiency and decarbonization outcomes.
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(IV) With the objectives of developing smart production lines, intelligent energy resource, and smart scheduling, the Company has introduced external AI digital innovation technologies to promote human–machine collaboration and the development of assistive equipment for production lines operating in 3K environments, while accelerating its digital transformation. In addition, through increased investment in R&D, strengthened education and training to enhance operational and maintenance capabilities, and the adoption of generative AI applications to improve operational efficiency, the Company has effectively enhanced overall execution performance and successfully achieved its goal of establishing smart production lines.
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(V) The Company has continued to advance occupational safety enhancement initiatives by strengthening safety awareness across the entire workforce and leveraging AI technologies to establish an intelligent digital occupational safety management system. Through the implementation of Management by Walking Around (MBWA) and the reinforcement of the five lines of defense in occupational safety, the Company has enhanced overall safety awareness, improved the effectiveness of inspections and audits, strengthened management review mechanisms, and reinforced employee health protection measures, with the objective of achieving zero major occupational accidents.
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III. Business Results
(I) Production
The production volume was 7.14 million metric tons in 2025, a decrease of 0.14 million metric tons or approximately 2% from 7.28 million metric tons in 2024.
(II) Sales
The sales volume was 7.38 million metric tons in 2025, a decrease of 0.21 million metric tons or approximately 3% from 7.59 million metric tons in 2024.
IV. Profit Comparison with Last Year
(I) Operating revenues
The operating revenues in 2025 was NT$167,024,879 thousand, a decrease of NT$26,520,629 thousand from NT$193,545,508 thousand in 2024. This was mainly due to the decrease in sales volume and average selling price of steel products.
(II) Gross profit
The gross profit in 2025 was NT$6,732,647 thousand, a decrease of NT$4,205,244 thousand from NT$10,937,891 thousand in 2024. This was mainly because the average selling price of steel products fell more than the average cost of goods sold.
(III) Profit from operations
The loss from operations in 2025 was NT$370,104 thousand, a decrease of NT$3,834,632 thousand from NT$3,464,528 thousand profit from operations in 2024. This was mainly due to the decrease in gross profit.
(IV) Net non-operating income (expenses)
The net non-operating income (expenses) in 2025 was -NT$4,384,068
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thousand, a decrease of NT$3,769,383 thousand from -NT$614,685 thousand in 2024. This was mainly due to the decrease in share of profit of subsidiaries and associates.
(V) Income tax expense
The income tax benefit in 2025 was NT$404,987 thousand, which is NT$1,276,478 thousand favorable from NT$871,491 thousand income tax expense in 2024. This was mainly due to the increase in net profit before income tax.
- (VI) In summary, the net loss in 2025 was NT$4,349,185 thousand, a decrease of NT$6,327,537 thousand from NT$1,978,352 thousand net profit in 2024.
V. Research and Development
The Company’s R&D strategy is centered on its corporate vision—“We aspire to be a sustainable growth enterprise that distinguishes itself through a firm commitment to smart innovation, green energy, carbon reduction, and value co-creation.” Guided by this vision, the Company continues to implement its “dual cores and three transformation strategies” strategic framework and is fully accelerating three major transformations: digital transformation, low-carbon transformation, and supply chain transformation. R&D resources are strategically directed toward critical technologies and priority application areas to strengthen product differentiation and enhance added value, while embedding the principles of sustainable operation into product development and process innovation. The Company enjoyed a fruitful year in the area of R&D with a total of 37 new product development projects completed in 2025, 17 of which were classified as Advanced Premium Steel (APS). The proportion of sales for APS and high-end steel reached 11.5% and 49.6% respectively. Major R&D outcomes are listed as follows:
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(I) Development of Advanced Premium Steel
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A. High-Quality Forming Steels: To meet the demand for highly complex forged automotive and motorcycle parts, the Company has developed seamfree production technology. Through three-dimensional finite element analysis (FEA), the formation mechanisms of surface seams in steel materials were systematically analyzed, leading to the development of a unique rolling technique capable of mitigating angle strain and the successful development of seam-free process technology. This technology has been applied to highly cold-worked fasteners and safety-critical components, thereby facilitating the transformation and upgrade of the overall processing value chain within the fastener and automotive component industries.
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B. Superior Hand Tool Steels: The Company continues to promote niobium (Nb) fine-grain toughening steel grades to effectively address the insufficient lowtemperature toughness and torsional resistance of conventional steels. The application of fine-grain technology with Nb addition also suppresses grain coarsening during hot forging, reducing the need for subsequent normalizing heat treatment and lowering the process carbon footprint. In addition, for high-strength bainitic steel for screwdriver bits, the Company has developed optimized isothermal quenching heat treatment technologies to support downstream hand tool and metal heat treatment manufacturers in enhancing process control and improving product quality.
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C. High Performance Structural Steels: In response to the design trend of '' large spans, high piers, deep foundations'' in bridge engineering, the Company has progressively developed high-performance bridge steels compliant with both CNS national standards and U.S. specifications, which have already been successfully applied in domestic landmark projects. The Company is also actively developing premium-grade plates to further enhance the safety and durability of domestic bridge infrastructure. In addition, to address the needs
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of the domestic machinery industry, the Company has successfully developed ultra-thin wear-resistant plates with thicknesses ranging from 6~9 mm, suitable for high-abrasion components such as ore skips. These products significantly extend equipment service life, reduce maintenance frequency, decrease reliance on imported materials, and strengthen overall market competitiveness.
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D. Advanced Ultra-High Strength and Toughness Steels: To meet the requirements of next-generation national defense technology vehicles, the Company has developed ultra-thick rolled homogeneous armor (RHA) plates. Through optimized medium-carbon composition design and the addition of hardening alloy elements, combined with a rolling forging air-cooling hardening process, the materials achieve high hardness levels while maintaining excellent toughness performance. These advanced steels provide robust protective capabilities and contribute to greater self-reliance and technological advancement within the national defense industry.
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E. Steel for Green Energy & Home Appliance: With the rise of global environmental awareness and the trend towards carbon neutrality, hot-dip galvanized steel users from computer and server chassis brand manufacturers have requested the supply of high recycled content steel. Through advancements in steel making technology and breakthroughs in critical bottlenecks, the Company have established a revolutionary steel production method to use more scrap in basic oxygen furnace, successfully developing RC90 galvanized steel products produced through a full scrap steelmaking process and establishing a milestone in maximizing recycled material content in steel products.
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F. Advanced Alloy Steels: In response to the demand of high-quality products for mechanical hardware, hand tools and automotive parts, the Company has not only enhanced heat treatability through the application of hardening alloy
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elements, but also actively developed a series of hot-rolled precise stamping steels featuring superior workability, high spheroidization rates, and high dimensional accuracy. These efforts aim to drive continuous industry upgrading and expand new business opportunities.
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G. Cross-Generational Automotive Steels: To meet the lightweight, enhanced safety, and improved workability requirement for automotive bodies, the Company has developed a series of advanced ultra-high strength automotive steels with excellent functions for automotive application. By incorporating AI-enabled smart manufacturing technologies, the Company is advancing toward advanced premium steels with higher strength, ductility, and holeexpansion performance to fill the gap in the industrial chain and to meet the material requirements of automakers.
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H. Ultra-High Efficiency Electrical Steels: In response to the rapid growth of electric vehicles (EVs), drones, humanoid robots, and four-legged bionic robots, the Company has developed electrical steels featuring high-frequency low iron loss, high magnetic flux, and high strength. These materials are designed to meet motor performance requirements, including low energy consumption, high power density, high torque, and high rotational speed. The Company has successfully made such products sourced by major electric vehicle manufacturers, as well as applied on emerging drone and robot applications, and has become a critical supplier of electrical steel.
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(II) Intelligent Manufacturing Technology
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A. Completed the development of automated crane driving technology, enabling seamless switching to autonomous mode during remote control to enhance lifting and handling efficiency. An image-assisted recognition system was also implemented to accurately identify grab claw alignment with steel coils and optimal clamping positions, thereby preventing product damage caused by improper gripping.
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B. Completed the development of a knowledge graph–based generative AI system, transforming hundreds of isolated equipment maintenance reports into a structured and navigable “Equipment Failure Knowledge Network.” This initiative shifts the approach from ''passive information retrieval'' to ''proactive exploration,'' enabling the discovery of deeper insights and value.
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C. Completed the development of an intelligent control technology for steelmaking cost optimization in high recycled content (RC) steel products. This includes the establishment of intelligent steelmaking models and cost optimization models applicable to high-scrap-ratio processes, achieving an optimal balance between quality and cost. The system provides Steelmaking Department with a robust decision-making basis to reduce costs, improve product quality, and advance energy saving and carbon reduction objectives.
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D. Implemented an innovative AI development tool integrating internal systems with cloud technologies, enabling direct access to more than 350 ready-touse cloud-based algorithms and pre-trained models. Combined with standardized cloud development workflows, this tool significantly enhances the efficiency of AI application and service development.
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E. Completed the development of the Operating Guidelines for Furnace Temperature Control in the Self-Bonding Coating Process for Electrical Steel. Steel coils produced in accordance with these furnace temperature control guidelines achieve excellent bonding without glue overflow in the final core products, thereby ensuring process stability and consistent quality, and strengthening customer confidence in self-bonding electrical steel.
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F. Completed the development and implementation of a Slit Coil Width Measurement and Hole Detection System. The system is capable of accurately measuring the widths of up to 16 slit coils, with a measurement accuracy within ±0.2 mm.
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G. Completed the development and establishment of an Intelligent Fire
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Protection System for Enclosed Building in Raw Material Storage Yard. The system demonstrated a 100% detection rate for abnormal conditions in testing. In addition to issuing accurate alerts and alarms, the system can automatically activate a two-stage fire response strategy, water mist cooling followed by water spray fire suppression, thereby effectively preventing fire incidents.
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(III) Energy And Environmental Protection Technologies
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A. Regarding the progress on deepening the ''Development of Blast Furnace Low-Carbon Iron Making Technology,'' three low-carbon burden charging tests were conducted in 2025. Through intelligent slag composition optimization, the final blast furnace slag was controlled to meet required fluidity characteristics, ensuring smooth tapping operations. In addition, high-fidelity blast furnace burden distribution simulation technology was applied to ensure that pellet, lump, and sinter were distributed in their optimal reaction zones, thereby maintaining stable gas permeability. Based on stable furnace operation, cost-effective operational techniques for utilizing low-carbon blast furnace raw materials have been successfully established, achieving reduced carbon abatement costs.
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B. In the ongoing development of '' By-Product Gas Carbon Capture and HighValue Utilization Technology,'' the analytical technology for evaluating adsorbent physical properties and conducting adsorption isotherm were established. These efforts enabled the identification of alternative domestic secondary supply sources, thereby mitigating the risk of supply disruption associated with reliance on a single adsorbent supplier.
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C. The Company continues to implement the "Development of Low Energy Consumption Carbon Capture and Utilization Technology" in A+ Industrial Innovative R&D Program organized by the Department of Industrial Technology, Ministry of Economic Affairs (MOEA). By integrating
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parameter optimization, inter-stage cooling, and sintering waste heat recovery technologies, energy consumption was reduced by 5%. In addition, the energy consumption and cost under varying flue gas CO2 concentrations were analyzed to serve as an evaluation basis for the establishment of an onsite flue gas carbon capture project.
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D. The Company applied for the three-year Industrial Energy Technology Program organized by the Energy Administration, Ministry of Economic Affairs (MOEA) with the project “Development and Demonstration of Industrial Furnace Hydrogen/Ammonia Blends Combustion Technology.” The technologies of simulation analysis, combustion system evaluation, and testing and modification have been established. More than 60 times of 40% hydrogen-blended demonstration were completed in the coil annealing furnace, achieving a 100% coil qualification rate. This confirmed the successful establishment of hydrogen blends combustion technology.
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E. The preheating system for benzene-rich oil in the No. 3 Light Oil Plant was upgraded, replacing the tubular furnace with a superheated steam heat exchanger. Due to the continued application of legacy operating parameters, the preheating temperature was excessively high, resulting in elevated operating costs. To address this issue, chemical process simulation software was utilized to develop a virtual plant model of the No. 3 Light Oil Plant. Based on this model, the operational guidelines were established to effectively control the preheating temperature and reduce post-retrofit preheating costs.
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F. Sintering desulfurization wastewater is identified as the primary mercury source. To comply with the stricter 2027 cement industry standard and reduce the mercury content in mineral sludge, the Company implemented a cyclone separator combined with the model of coagulation–sedimentation and plateand-frame dewatering in sintering desulfurization system. This system
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achieved a measured total mercury removal efficiency of 96%, with dewatered sludge containing 32% moisture. This mercury-reducing technology can replace the original candle filter, ensuring the continuous supply of mineral sludge for cement industry reuse.
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G. The Company has developed energy-efficient electrolytic cleaning agents and optimized the formulation through molecular design. The new formulation maintains existing cleaning performance under lower operating temperatures and reduced electricity consumption, achieving both efficiency and energy saving.
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H. In response to global trends in energy saving, carbon reduction, and environmental protection, the Company has developed plate-shaped medium-low temperature denitrification catalyst. The operating temperature for Selective Catalytic Reduction (SCR) denitrification process has been planned to reduce from the conventional high-temperature range (280–320 °C) to a medium-low temperature range (200–220 °C). Catalyst formulation development and production line installation have been completed. Plateshaped catalyst products have entered mass production and are being actively promoted for industrial applications.
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Attachment 2
China Steel Corporation
Audit Committee's Audit Report
The Board of Directors has prepared the Company’s 2025 Financial Statements audited by Deloitte & Touche Taiwan, earnings distribution plan and business report. The Audit Committee has reviewed the aforementioned financial statements and documents, and concluded all information is presented fairly. We hereby submit this report pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
To:
2026 Annual General Shareholders’ Meeting
China Steel Corporation
Convener of the Audit Committee:
==> picture [200 x 43] intentionally omitted <==
Shih-Kun Wang February 26, 2026
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China Steel Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 and Independent Auditors’ Report
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders China Steel Corporation
Opinion
We have audited the accompanying consolidated financial statements of China Steel Corporation (the “Corporation”) and its subsidiaries, 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 Corporation and its subsidiaries as of December 31, 2025 and 2024, and their consolidated financial performance and their 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 Corporation and its subsidiaries 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.
Key audit matters of the Corporation and its subsidiaries’ consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Recognition of Revenue from Sale of Goods of Steel Department
The Corporation and its subsidiaries manufacture and sell steel products and engage in mechanical, communications, and electrical engineering. Revenue from sale of goods of steel department represented over 70% of the total operating revenue. Revenue recognition is presumed to be significant risk as revenue is subject to fluctuation in terms of market demand and it is the main focus of the users of financial report; therefore, revenue recognition was deemed to be a key audit matter. Refer to Notes 4, 24 and 37 to the consolidated
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financial statements for the related accounting policies and disclosures on sales revenue.
Our audit procedures performed included the following:
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We understood the design and implementation of the procedures regarding approval of sales order, shipping and cash collection process of the Corporation’s steel department.
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We evaluated the appropriateness of the recorded sales amounts by checking the nature, quantities, unit price, and sales of major goods of the Corporation’s steel department sales; we also reviewed comparative information of a two-year period.
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We verified the occurrence and validity of the specific goods by confirming the correctness on the shipping documents or bill of lading and cash collection receipts.
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We obtained subsequent details of the abovementioned specific goods and checked whether there were any material and unusual sales returns and allowances and confirmed the appropriateness of accounting treatment and presentation.
Other Matter
We have also audited the parent company only financial statements of China Steel Corporation 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 Corporation and its subsidiaries’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee or supervisors, are responsible for overseeing the Corporation and its subsidiaries’ 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:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation and its subsidiaries’ internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation and its subsidiaries’ 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 Corporation and its subsidiaries to cease to continue as a going concern.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation and its subsidiaries 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.
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The engagement partners on the audits resulting in this independent auditors’ report are Jui-Hsuan Hsu and Jr-Shian Ke.
Deloitte & Touche Taipei, Taiwan Republic of China February 26, 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.
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CHINA STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars) |
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|---|---|---|---|---|---|
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) Financial assets for hedging - current (Notes 4 and 9) Contract assets - current (Notes 4 and 24) Notes receivable (Notes 4 and 10) Accounts receivable, net (Notes 4 and 10) Accounts receivable - related parties (Notes 4, 10 and 31) Other receivables (Notes 4 and 31) Current tax assets Inventories (Notes 4, 5, 11 and 32) Non-current assets held for sale (Note 4) Other financial assets - current (Notes 13 and 32) Other current assets Total current assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent (Notes 4 and 7) Financial assets at fair value through other comprehensive income - noncurrent (Notes 4, 5 and 8) Financial assets at amortized cost - noncurrent Financial assets for hedging - noncurrent (Notes 4 and 9) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 14 and 32) Right-of-use assets (Notes 4, 15 and 32) Investment properties (Notes 4, 16 and 32) Intangible assets (Note 4) Deferred tax assets (Notes 4 and 26) Refundable deposits Other financial assets - noncurrent (Notes 13 and 32) Other noncurrent assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings and bank overdraft (Notes 17 and 32) Short-term bills payable (Note 17) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Financial liabilities for hedging - current (Notes 4 and 9) Contract liabilities - current (Notes 4 and 24) Notes payable Accounts payable (Note 19) Accounts payable - related parties (Notes 19 and 31) Other payables (Notes 20 and 31) Current tax liabilities Provisions - current (Notes 4 and 21) Lease liabilities - current (Notes 4 and 15) Current portion of bonds payable (Note 18) Current portion of long-term bank borrowings (Notes 17 and 32) Refund liabilities - current Other current liabilities Total current liabilities NONCURRENT LIABILITIES Financial liabilities for hedging - noncurrent (Notes 4 and 9) Contract liabilities - noncurrent (Notes 4 and 24) Bonds payable (Note 18) Long-term bank borrowings (Notes 17 and 32) Long-term bills payable (Note 17) Provisions - noncurrent (Notes 4 and 21) Deferred tax liabilities (Notes 4 and 26) Lease liabilities - noncurrent (Notes 4 and 15) Net defined benefit liabilities (Notes 4 and 22) Other noncurrent liabilities Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4 and 23) Share capital Ordinary shares Preference shares Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS Total equity TOTAL |
December 31, 2025 Amount % $ 19,079,435 3 4,504,660 1 9,765,902 1 1,230,149 - 6,900,605 1 1,237,316 - 13,128,149 2 152,375 - 3,326,064 - 95,137 - 92,490,887 14 216,246 - 21,367,277 3 4,280,675 1 177,774,877 26 560,685 - 47,759,250 7 20,000 - 998,930 - 12,813,331 2 390,532,916 58 12,406,540 2 9,787,924 2 1,092,791 - 14,545,801 2 631,876 - 2,566,437 1 2,355,615 - 496,072,096 74 $ 673,846,973 100 $ 30,933,146 5 25,120,388 4 3,595 - 93,931 - 7,259,724 1 512,524 - 13,875,654 2 178,019 - 19,113,843 3 1,115,018 - 6,253,896 1 1,022,925 - 16,217,949 2 4,708,193 1 1,056,397 - 1,483,261 - 128,948,463 19 684,217 - 41,565 - 55,011,160 8 85,270,954 13 42,464,031 6 1,670,498 - 15,243,773 2 9,838,913 2 3,469,973 1 1,284,421 - 214,979,505 32 343,927,968 51 157,348,610 23 382,680 - 157,731,290 23 41,189,617 6 75,163,029 11 29,343,767 4 4,330,829 1 108,837,625 16 (2,006,778) - (13,118,233) (2) 292,633,521 43 37,285,484 6 329,919,005 49 $ 673,846,973 100 |
December 31, 2024 | |||
| Amount $ 19,079,435 4,504,660 9,765,902 1,230,149 6,900,605 1,237,316 13,128,149 152,375 3,326,064 95,137 92,490,887 216,246 21,367,277 4,280,675 177,774,877 560,685 47,759,250 20,000 998,930 12,813,331 390,532,916 12,406,540 9,787,924 1,092,791 14,545,801 631,876 2,566,437 2,355,615 496,072,096 $ 673,846,973 $ 30,933,146 25,120,388 3,595 93,931 7,259,724 512,524 13,875,654 178,019 19,113,843 1,115,018 6,253,896 1,022,925 16,217,949 4,708,193 1,056,397 1,483,261 128,948,463 684,217 41,565 55,011,160 85,270,954 42,464,031 1,670,498 15,243,773 9,838,913 3,469,973 1,284,421 214,979,505 343,927,968 157,348,610 382,680 157,731,290 41,189,617 75,163,029 29,343,767 4,330,829 108,837,625 (2,006,778) (13,118,233) 292,633,521 37,285,484 329,919,005 $ 673,846,973 |
Amount $ 17,828,047 4,252,624 9,111,712 3,674,587 9,180,905 1,646,347 14,118,383 66,297 1,811,987 105,690 107,682,955 - 18,275,667 5,143,302 192,898,503 802,175 46,292,740 20,000 1,257,410 14,705,994 397,633,498 12,625,727 10,035,899 1,136,536 11,615,773 594,345 3,041,404 2,399,333 502,160,834 $ 695,059,337 $ 36,169,577 25,608,233 1,055 1,120,637 5,120,893 609,229 18,189,691 357,633 26,948,594 1,121,303 3,505,488 1,027,307 13,536,337 10,871,064 1,245,936 1,510,307 146,943,284 - 45,116 54,134,815 71,419,133 49,227,680 1,629,694 14,918,196 9,824,040 4,259,939 1,171,546 206,630,159 353,573,443 157,348,610 382,680 157,731,290 41,082,914 74,847,259 26,912,231 17,127,981 118,887,471 (3,478,031) (12,923,473) 301,300,171 40,185,723 341,485,894 $ 695,059,337 |
% 3 1 1 1 1 - 2 - - - 15 - 3 1 28 - 7 - - 2 57 2 2 - 2 - - - 72 100 5 4 - - 1 - 3 - 4 - - - 2 2 - - 21 - - 8 10 7 - 2 2 1 - 30 51 23 - 23 6 11 4 2 17 (1) (2) 43 6 49 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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CHINA STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| OPERATING REVENUES (Notes 4, 24, 31 and 37) OPERATING COSTS (Notes 11, 25 and 31) GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss recognized Total operating expenses PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income (Note 25) Other income (Notes 25 and 31) Other gains and losses (Note 25) Finance costs (Notes 4 and 25) Share of the profit of associates Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 26) NET PROFIT (LOSS) FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 23 and 26) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income (Continued) |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|
| 2025 Amount % $ 317,155,264 100 308,130,007 97 9,025,257 3 3,978,732 1 6,751,119 2 2,172,583 1 26,901 - 12,929,335 4 (3,904,078) (1) 1,131,818 - 2,567,654 1 370,980 - (5,054,071) (1) 203,001 - (780,618) - (4,684,696) (1) (1,177,995) - (3,506,701) (1) 442,862 - 2,211,438 - |
2024 | |||
| Amount % $ 360,535,714 100 345,474,550 96 15,061,164 4 4,094,332 1 6,875,982 2 2,266,904 1 31,951 - 13,269,169 4 1,791,995 - 1,254,622 1 4,034,199 1 811,433 - (4,046,420) (1) 731,736 - 2,785,570 1 4,577,565 1 701,577 - 3,875,988 1 1,246,247 - (3,504,446) (1) |
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CHINA STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| Gains and losses on hedging instruments Share of the other comprehensive loss of associates Income tax benefit (expense) relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized gains and losses on investments in debt instruments designated as at fair value through other comprehensive income Gains and losses on hedging instruments Share of the other comprehensive income (loss) of associates Income tax benefit (expense) relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS (LOSS) PER SHARE (Note 27) Basic Diluted |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|
| 2025 Amount % $ (25,709) - (1,202,554) - (90,045) - 155,770 - (1,241) - (265,666) - (553,163) - 50,959 - 722,651 - $ (2,784,050) (1) $ (4,349,185) (1) 842,484 - $ (3,506,701) (1) $ (3,350,148) (1) 566,098 - $ (2,784,050) (1) $ (0.29) $ (0.29) |
2024 | |||
| Amount % $ (388,895) - (57,609) - 341,556 - 1,415,004 - 3,929 - 940,835 - 783,605 - (66,164) - 714,062 (1) $ 4,590,050 - $ 1,978,352 1 1,897,636 - $ 3,875,988 1 $ 1,420,180 - 3,169,870 - $ 4,590,050 - $ 0.13 $ 0.13 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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CHINA STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| BALANCE AT JANUARY 1, 2024 Appropriation of 2023 earnings (Note 23) Legal reserve Cash dividends to ordinary shareholders - NT$0.35 per share Cash dividends to preference shareholders - NT$1.40 per share Reversal of special reserve Net profit for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024, net of income tax Total comprehensive income for the year ended December 31, 2024 Buy-back of ordinary shares Adjustment to capital surplus arising from dividends paid to subsidiaries Adjustment of non-controlling interests Disposal of investments in equity instruments at fair value through other comprehensive income Adjustment of other equity BALANCE AT DECEMBER 31, 2024 BALANCE AT JANUARY 1, 2025 Appropriation of 2024 earnings (Note 23) Legal reserve Special reserve Cash dividends to ordinary shareholders - NT$0.33 per share Cash dividends to preference shareholders - NT$1.40 per share Reversal of special reserve Net profit (loss) for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax Total comprehensive income (loss) for the year ended December 31, 2025 Adjustment to capital surplus arising from dividends paid to subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Adjustment of non-controlling interests Disposal of investments in equity instruments at fair value through other comprehensive income Adjustment of other equity BALANCE AT DECEMBER 31, 2025 |
Equity Attributable to O | Equity Attributable to O | wners of the Corporation | Total Equity Attributable to Owners of the Corporation $ 305,766,490 - (5,454,701) (53,575) - 1,978,352 (558,172) 1,420,180 (333,972) 117,485 - - (161,736) $ 301,300,171 $ 301,300,171 - - (5,143,004) (53,575) - (4,349,185 ) 999,037 (3,350,148) 113,303 (57,876) - - (175,350) $ 292,633,521 |
Non-controlling Interests $ 36,485,008 - - - - 1,897,636 1,272,234 3,169,870 - - 530,845 - - $ 40,185,723 $ 40,185,723 - - - - - 842,484 (276,386) 566,098 - - (3,466,337) - - $ 37,285,484 |
Total Equity $ 342,251,498 - (5,454,701) (53,575) - 3,875,988 714,062 4,590,050 (333,972) 117,485 530,845 - (161,736) $ 341,485,894 $ 341,485,894 - - (5,143,004) (53,575) - (3,506,701 ) 722,651 (2,784,050) 113,303 (57,876) (3,466,337) - (175,350) $ 329,919,005 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Ordinary Shares Preference Shares $ 157,348,610 $ 382,680 - - - - - - - - - - - - - - - - - - - - - - - - $ 157,348,610 $ 382,680 $ 157,348,610 $ 382,680 - - - - - - - - - - - - - - - - - - - - - - - - - - $ 157,348,610 $ 382,680 |
Capital Surplus $ 40,688,818 - - - - - - - - 117,485 - - 276,611 $ 41,082,914 $ 41,082,914 - - - - - - - - 113,303 (30,897) - - 24,297 $ 41,189,617 |
**Retained Earnings ** | Unappropriated Earnings $ 19,642,513 (163,955) (5,454,701) (53,575) 1,404 1,978,352 904,977 2,883,329 - - - 516,552 (243,586) $ 17,127,981 $ 17,127,981 (315,770) (2,431,770) (5,143,004) (53,575) 234 (4,349,185 ) 398,103 (3,951,082) - (26,979) - (870,319) (4,887) $ 4,330,829 |
Other Equity | Total Other Equity $ (1,498,330) - - - - - (1,463,149) (1,463,149) - - - (516,552) - $ (3,478,031) $ (3,478,031) - - - - - - 600,934 600,934 - - - 870,319 - $ (2,006,778) |
Treasury Shares $ (12,394,740) - - - - - - - (333,972) - - - (194,761) $ (12,923,473) $ (12,923,473) - - - - - - - - - - - - (194,760) $ (13,118,233) |
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| Exchange Differences on Translating Foreign Operations $ (6,296,189) - - - - - 1,482,391 1,482,391 - - - - - $ (4,813,798) $ (4,813,798) - - - - - - (244,687) (244,687) - - - - - $ (5,058,485) |
Unrealized Gains and Losses on Financial Assets at Fair Value Through Other Comprehensive Income $ 273,982 - - - - - (3,203,719) (3,203,719) - - - (516,552) - $ (3,446,289) $ (3,446,289) - - - - - - 970,689 970,689 - - - 870,319 - $ (1,605,281) |
Gains and Losses on Hedging Instruments $ 4,523,877 - - - - - 258,179 258,179 - - - - - $ 4,782,056 $ 4,782,056 - - - - - - (125,068) (125,068) - - - - - $ 4,656,988 |
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| Legal Reserve $ 74,683,304 163,955 - - - - - - - - - - - $ 74,847,259 $ 74,847,259 315,770 - - - - - - - - - - - - $ 75,163,029 |
Special Reserve $ 26,913,635 - - - (1,404) - - - - - - - - $ 26,912,231 $ 26,912,231 - 2,431,770 - - (234) - - - - - - - - $ 29,343,767 |
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| Ordinary Shares $ 157,348,610 - - - - - - - - - - - - $ 157,348,610 $ 157,348,610 - - - - - - - - - - - - - $ 157,348,610 |
The accompanying notes are an integral part of the consolidated financial statements.
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CHINA STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized Net gain on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividends income Share of the profit of associates Loss (gain) on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale Gain on disposal of investments Write-down (reversal) of inventories Impairment losses recognized on non-financial assets Recognition (reversal) of provisions Others Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Financial assets for hedging Contract assets Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Financial liabilities for hedging Contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Provisions Other current liabilities Net defined benefit liabilities Refund liabilities Cash generated from operations Income taxes paid |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | |
|---|---|---|---|
| 2025 $ (4,684,696) 32,545,494 153,609 26,901 (161,789) 5,054,071 (1,131,818) (1,920,752) (187,519) (176,491) - (45,466) (2,280,298) 33,165 2,868,538 (12,787) 124,680 2,498,059 2,338,216 409,031 975,582 (86,078) (334,281) 17,363,614 952,636 (102,513) 2,135,280 (96,705) (4,314,037) (179,614) (334,096) (105,755) (27,046) (347,104) (189,539) 50,760,492 (1,461,274) |
2024 $ 4,577,565 32,146,850 187,763 31,951 (157,353) 4,046,420 (1,254,622) (2,803,348) (714,558) 73,375 (255,677) (100,657) 1,585,718 283,938 (2,568,749) (115,688) 160,240 1,364,827 (402,396) 460,694 (3,488,501) 84,291 (298,744) 10,976,691 (361,905) 107,227 1,253,349 (510,926) 1,057,314 268,854 (564,803) (98,724) 43,769 (7,358) (367,966) 44,638,861 (2,352,364) |
(Continued)
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CHINA STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Derecognition of financial liabilities for hedging Acquisition of investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Disposal of subsidiaries Proceeds from the capital reduction of investments accounted for using the equity method Proceeds from disposal of non-current assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Increase in other receivables Acquisition of intangible assets Acquisition of investment properties Increase in other financial assets Decrease (increase) in other noncurrent assets Interest received Dividends received from associates Dividends received from others Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short-term bills payable Repayments of short-term bills payable Proceeds from bonds payable Repayments of bonds payable Proceeds from long-term bank borrowings Repayments of long-term bank borrowings |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | |
|---|---|---|---|
| 2025 $ 49,299,218 (6,690,848) 6,966,415 255 (2,932,210) 3,156,673 (255,641) (3,564) 12,550 - 68,250 - (32,157,586) 236,371 (127,540) (1,100,000) (76,127) (15,488) (2,616,643) 55,182 1,051,242 545,635 1,920,390 (31,962,684) 198,226,744 (202,905,748) 112,878,114 (113,365,959) 17,100,000 (13,537,500) 100,761,062 (92,788,423) |
2024 $ 42,286,497 (5,062,970) 5,139,278 74,980 (2,946,745) 2,557,074 - (75,590) 75,091 7,187 - 278,814 (42,768,491) 44,083 112,716 - (63,897) - (2,383,136) (16,813) 969,327 616,573 2,818,758 (40,623,761) 296,071,527 (291,076,463) 140,482,693 (177,820,259) 9,020,461 (11,962,500) 119,046,891 (94,644,512) |
(Continued)
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CHINA STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
Proceeds from long-term bills payable Repayments of long-term bills payable Repayments of principal of lease liabilities Increase (decrease) in other noncurrent liabilities Dividends paid to owners of the Corporation Payments for buy-back of ordinary shares Acquisition of additional interests in subsidiary Partial disposal of interests in subsidiaries without loss of control Interest paid Increase (decrease) in non-controlling interests Net cash generated from (used in) financing activities EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR Reconciliation of the amounts in the consolidated statements of cash flows with the equivalent items reported in the consolidated balance sheets as of December 31, 2025 and 2024: Cash and cash equivalents in the consolidated balance sheets Bank overdraft Cash and cash equivalents in the consolidated statements of cash flows |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | |
|---|---|---|---|
| 2025 $ 10,005,221 (16,768,870) (1,118,226) 112,875 (5,196,331) - (352,410) 57,005 (5,546,665) (3,442,473) (15,881,584) 298,703 1,753,653 15,065,137 $ 16,818,790 $ 19,079,435 (2,260,645) $ 16,818,790 |
2024 $ 32,176,312 (7,648,895) (1,165,484) (25,654) (5,505,817) (333,972) (223,248) 110,610 (5,233,505) 314,719 1,582,904 899,982 4,145,622 10,919,515 $ 15,065,137 $ 17,828,047 (2,762,910) $ 15,065,137 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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China Steel Corporation
Parent Company Only Financial Statements for the Years Ended December 31, 2025 and 2024 and Independent Auditors’ Report
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders China Steel Corporation
Opinion
We have audited the accompanying parent company only financial statements of China Steel Corporation (the “Corporation”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Corporation as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only 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 Parent Company Only Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters of the Corporation’s parent company only financial statements for the year ended December 31, 2025 are stated as follows:
Recognition of Revenue from Sale of Goods of Steel Department
The Corporation manufactures and sells steel products and engages in mechanical, communications, and electrical engineering. Revenue from sale of goods of steel department represented over 90% of the total operating revenue. Revenue recognition is presumed to be significant risk as revenue is subject to fluctuation in terms of market demand and it is the main focus of the users of financial report; therefore, revenue recognition was deemed to be a key audit matter. Refer to Notes 4 and 23 to the Corporation’s parent company only financial statements for the related accounting policies and disclosures on sales revenue.
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Our audit procedures performed included the following:
-
We understood the design and implementation of the procedures regarding approval of sales order, shipping and cash collection process of the Corporation’s steel department.
-
We evaluated the appropriateness of the recorded sales amounts by checking the nature, quantities, unit price and sales of major goods of the Corporation’s steel department sales; we also reviewed comparative information of a two-year period.
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We verified the occurrence and validity of the specific goods by confirming the correctness on the shipping documents or bill of lading and cash collection receipts.
-
We obtained subsequent details of the abovementioned specific goods and checked whether there were any material and unusual sales returns and allowances and confirmed the appropriateness of accounting treatment and presentation.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee or supervisors, are responsible for overseeing the Corporation’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only 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 parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- - 37
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the parent company only 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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only 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 Jui-Hsuan Hsu and Jr-Shian Ke.
Deloitte & Touche Taipei, Taiwan Republic of China
February 26, 2026
Notice to Readers
The accompanying parent company only 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 parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only 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 parent company only financial statements shall prevail.
- - 38
China Steel Corporation
PARENT COMPANY ONLY BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets for hedging - current (Notes 9 and 28) Contract assets - current (Note 23) Notes receivable (Note 10) Accounts receivable, net (Note 10) Accounts receivable - related parties (Notes 10 and 29) Other receivables Other receivables - loans to related parties (Note 29) Current tax assets Inventories (Note 11) Other financial assets - current (Notes 13 and 30) Other current assets Total current assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent (Note 7) Financial assets at fair value through other comprehensive income - noncurrent (Note 8) Financial assets for hedging - noncurrent (Notes 9 and 28) Investments accounted for using the equity method (Notes 12 and 30) Property, plant and equipment (Notes 14 and 29) Right-of-use assets (Note 15) Investment properties (Note 16) Intangible assets Deferred tax assets (Note 25) Refundable deposits Other financial assets - noncurrent (Note 13) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings and bank overdraft (Notes 17, 29 and 30) Short-term bills payable (Note 17) Financial liabilities for hedging - current (Notes 9, 17 and 28) Contract liabilities - current (Note 23) Accounts payable Accounts payable - related parties (Note 29) Other payables (Notes 19 and 29) Current tax liabilities Provisions - current (Note 20) Lease liabilities - current (Note 15) Current portion of bonds payable (Note 18) Refund liabilities - current Other current liabilities Total current liabilities NONCURRENT LIABILITIES Financial liabilities for hedging - noncurrent (Notes 9, 17 and 28) Bonds payable (Note 18) Long-term bank borrowings (Note 17) Long-term bills payable (Note 17) Deferred tax liabilities (Note 25) Lease liabilities - noncurrent (Note 15) Net defined benefit liabilities (Note 21) Total noncurrent liabilities Total liabilities EQUITY (Note 22) Share capital Ordinary shares Preference shares Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
December 31, 2025 Amount % $ 3,516,795 1 590,061 - - - 299,989 - 2,690,304 1 854,142 - 3,680,943 1 1,750,000 - 21,338 - 46,841,163 11 5,993,115 1 900,585 - 67,138,435 15 410,892 - 39,895,311 9 3,970 - 168,990,099 38 161,977,621 36 708,528 - 7,263,116 2 10 - 2,227,054 - 264,740 - 15,000 - 381,756,341 85 $ 448,894,776 100 $ 12,456,974 3 8,885,071 2 - - 1,085,954 - 4,155,392 1 674,399 - 11,242,496 3 216,923 - 3,815,735 1 319,383 - 11,217,949 2 1,176,993 - 474,527 - 55,721,796 12 680,009 - 39,576,521 9 21,000,000 5 23,978,545 5 12,158,471 3 394,592 - 2,751,321 1 100,539,459 23 156,261,255 35 157,348,610 35 382,680 - 157,731,290 35 41,189,617 9 75,163,029 17 29,343,767 6 4,330,829 1 108,837,625 24 (2,006,778) - (13,118,233) (3) 292,633,521 65 $ 448,894,776 100 |
December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount $ 3,516,795 590,061 - 299,989 2,690,304 854,142 3,680,943 1,750,000 21,338 46,841,163 5,993,115 900,585 67,138,435 410,892 39,895,311 3,970 168,990,099 161,977,621 708,528 7,263,116 10 2,227,054 264,740 15,000 381,756,341 $ 448,894,776 $ 12,456,974 8,885,071 - 1,085,954 4,155,392 674,399 11,242,496 216,923 3,815,735 319,383 11,217,949 1,176,993 474,527 55,721,796 680,009 39,576,521 21,000,000 23,978,545 12,158,471 394,592 2,751,321 100,539,459 156,261,255 157,348,610 382,680 157,731,290 41,189,617 75,163,029 29,343,767 4,330,829 108,837,625 (2,006,778) (13,118,233) 292,633,521 $ 448,894,776 |
Amount $ 4,002,599 2,646,813 1,107,403 401,953 2,472,964 486,985 1,375,220 4,010,000 23,277 55,169,177 5,993,002 943,936 78,633,329 648,129 38,114,125 9,060 184,216,719 152,519,303 938,449 7,284,237 10 2,336,044 189,351 - 386,255,427 $ 464,888,756 $ 15,211,826 15,175,393 944,025 1,444,455 7,360,483 814,490 10,753,520 317,318 2,079,034 362,882 6,911,758 1,551,246 473,914 63,400,344 - 37,202,275 16,500,000 29,972,493 12,499,763 569,010 3,444,700 100,188,241 163,588,585 157,348,610 382,680 157,731,290 41,082,914 74,847,259 26,912,231 17,127,981 118,887,471 (3,478,031) (12,923,473) 301,300,171 $ 464,888,756 |
% 1 1 - - 1 - - 1 - 12 1 - 17 - 8 - 39 33 - 2 - 1 - - 83 100 3 3 - - 2 - 2 - 1 - 2 - - 13 - 8 4 6 3 - 1 22 35 34 - 34 9 16 6 4 26 (1) (3) 65 100 |
The accompanying notes are an integral part of the parent company only financial statements.
- - 39
China Steel Corporation
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| OPERATING REVENUES (Notes 23 and 29) OPERATING COSTS (Notes 11 and 29) GROSS PROFIT REALIZED (UNREALIZED) GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income (Notes 24 and 29) Other income (Notes 24 and 29) Other gains and losses (Notes 24 and 29) Finance costs (Notes 24 and 29) Share of profit or loss of subsidiaries and associates Total non-operating income and expenses PROFIT (LOSS) BEFORE INCOME TAX INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 25) NET PROFIT (LOSS) FOR THE YEAR |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|
| 2025 Amount % $ 167,024,879 100 160,292,232 96 6,732,647 4 58,156 - 6,790,803 4 2,246,529 1 2,762,069 2 2,152,309 1 7,160,907 4 (370,104) - 266,792 - 1,504,224 1 60,355 - (1,502,745) (1) (4,712,694) (3) (4,384,068) (3) (4,754,172) (3) (404,987) - (4,349,185) (3) |
2024 | |||
| Amount % $ 193,545,508 100 182,607,617 94 10,937,891 6 (28,137) - 10,909,754 6 2,308,823 1 2,849,209 2 2,287,194 1 7,445,226 4 3,464,528 2 248,647 - 1,452,488 1 247,782 - (1,532,739) (1) (1,030,863) - (614,685) - 2,849,843 2 871,491 1 1,978,352 1 |
(Continued)
- - 40
China Steel Corporation
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)
| OTHER COMPREHENSIVE INCOME (Notes 22 and 25) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income Gains and losses on hedging instruments Share of the other comprehensive income (loss) of subsidiaries and associates Income tax expense relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Share of the other comprehensive income (loss) of subsidiaries and associates Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS (LOSS) PER SHARE (Note 26) Basic Diluted |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|
| 2025 Amount % $ 610,434 - 1,600,328 1 64,283 - (898,587) - (132,734) - (43,931) - (200,756) - 999,037 1 $ (3,350,148) (2) $ (0.29) $ (0.29) |
2024 | |||
| Amount % $ 857,061 - (4,386,833) (2) 5,467 - 1,654,475 1 (170,733) - 1,043,586 1 438,805 - (558,172) - $ 1,420,180 1 $ 0.13 $ 0.13 |
The accompanying notes are an integral part of the parent company only financial statements.
(Concluded)
- - 41
China Steel Corporation
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share)
| BALANCE AT JANUARY 1, 2024 Appropriation of 2023 earnings (Note 22) Legal reserve Cash dividends to ordinary shareholders - NT$0.35 per share Cash dividends to preference shareholders - NT$1.40 per share Reversal of special reserve Net profit for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax Total comprehensive income (loss) for the year ended December 31, 2024 Buy-back of ordinary shares Acquisition of the Corporation's shares held by subsidiaries Adjustment to capital surplus arising from dividends paid to subsidiaries Disposal of investments in equity instruments at fair value through other comprehensive income Adjustment from changes in equity of subsidiaries and associates BALANCE AT DECEMBER 31, 2024 Appropriation of 2024 earnings (Note 22) Legal reserve Special reserve Cash dividends to ordinary shareholders - NT$0.33 per share Cash dividends to preference shareholders - NT$1.40 per share Reversal of special reserve Net loss for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax Total comprehensive income (loss) for the year ended December 31, 2025 Acquisition of the Corporation's shares held by subsidiaries Adjustment to capital surplus arising from dividends paid to subsidiaries Difference between consideration and carrying amount of subsidiaries acquired or disposed Disposal of investments in equity instruments at fair value through other comprehensive income Adjustment from changes in equity of subsidiaries and associates BALANCE AT DECEMBER 31, 2025 |
Share Capital Ordinary Shares Preference Shares $ 157,348,610 $ 382,680 - - - - - - - - - - - - - - - - - - - - - - - - 157,348,610 382,680 - - - - - - - - - - - - - - - - - - - - - - - - - - $ 157,348,610 $ 382,680 |
Capital Surplus $ 40,688,818 - - - - - - - - - 117,485 - 276,611 41,082,914 - - - - - - - - - 113,303 (30,897) - 24,297 $ 41,189,617 |
Retained Earnings | Unappropriated Earnings $ 19,642,513 (163,955) (5,454,701) (53,575) 1,404 1,978,352 904,977 2,883,329 - - - 516,552 (243,586) 17,127,981 (315,770) (2,431,770) (5,143,004) (53,575) 234 (4,349,185 ) 398,103 (3,951,082) - - (26,979) (870,319) (4,887) $ 4,330,829 |
Other Equity | Other Equity | Total Other Equity $ (1,498,330) - - - - - (1,463,149) (1,463,149) - - - (516,552) - (3,478,031) - - - - - - 600,934 600,934 - - - 870,319 - $ (2,006,778) |
Treasury Shares $ (12,394,740) - - - - - - - (333,972) (194,761) - - - (12,923,473) - - - - - - - - (194,760) - - - - $ (13,118,233) |
Total Equity $ 305,766,490 - (5,454,701) (53,575) - 1,978,352 (558,172) 1,420,180 (333,972) (194,761) 117,485 - 33,025 301,300,171 - - (5,143,004) (53,575) - (4,349,185 ) 999,037 (3,350,148) (194,760) 113,303 (57,876) - 19,410 $ 292,633,521 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations $ (6,296,189) - - - - - 1,482,391 1,482,391 - - - - - (4,813,798) - - - - - - (244,687) (244,687) - - - - - $ (5,058,485) |
Unrealized Gains and Losses on Financial Assets at Fair Value Through Other Comprehensive Income $ 273,982 - - - - - (3,203,719) (3,203,719) - - - (516,552) - (3,446,289) - - - - - - 970,689 970,689 - - - 870,319 - $ (1,605,281) |
Gains and Losses on Hedging Instruments $ 4,523,877 - - - - - 258,179 258,179 - - - - - 4,782,056 - - - - - - (125,068) (125,068) - - - - - $ 4,656,988 |
|||||||||||
| Legal Reserve $ 74,683,304 163,955 - - - - - - - - - - - 74,847,259 315,770 - - - - - - - - - - - - $ 75,163,029 |
Special Reserve $ 26,913,635 - - - (1,404) - - - - - - - - 26,912,231 - 2,431,770 - - (234) - - - - - - - - $ 29,343,767 |
||||||||||||
| Ordinary Shares $ 157,348,610 - - - - - - - - - - - - 157,348,610 - - - - - - - - - - - - - $ 157,348,610 |
The accompanying notes are an integral part of the parent company only financial statements.
- - 42
China Steel Corporation
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before income tax Adjustments for: Depreciation expense Net gain on financial assets at fair value through profit or loss Finance costs Interest income Dividend income Share of loss of subsidiaries and associates Gain on disposal of property, plant and equipment Write-down (reversal) of inventories Unrealized (realized) gain on the transactions with subsidiaries and associates Recognition (reversal) of provisions Others Changes in operating assets and liabilities Financial assets for hedging Contract assets Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Contract liabilities Accounts payable Accounts payable - related parties Other payables Provisions Other current liabilities Net defined benefit liabilities Refund liabilities Cash generated from operations Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through profit or loss Derecognition of financial liabilities for hedging Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2025 $ (4,754,172) 13,797,064 (19,287) 1,502,745 (266,792) (565,133) 4,712,694 (5,840) (1,308,056) (58,156) 1,794,352 (68,061) 2,115,078 1,107,413 101,964 (217,340) (367,157) (145,249) 9,702,930 43,351 (358,501) (3,205,091) (140,091) 99,863 (57,651) 613 (82,945) (374,253) 22,984,292 (58,505) 22,925,787 (186,875) 14,174 255,641 (255,641) - (18,086,736) |
2024 $ 2,849,843 13,443,993 (13,701) 1,532,739 (248,647) (498,534) 1,030,863 (6,644) 1,072,560 28,137 (1,915,277) (135,762) 625,408 (486,375) 104,007 (733,707) 593,713 360,010 5,993,178 50,708 344,502 1,689,188 (115,141) (1,270,060) (24,565) (12,274) 33,885 98,732 24,390,779 (26,714) 24,364,065 - - - - (10,000) (17,355,773) (Continued) |
- - 43
China Steel Corporation
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
| For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|
| 2025 | 2024 | |||
| Proceeds from disposal of property, plant and equipment | $ | 4,711 |
$ | - |
| Increase in refundable deposits | (75,389) | (20,169) | ||
| Decrease in other receivables - loans to related parties | 260,000 | 490,000 | ||
| Increase in other financial assets | (15,113) | - | ||
| Decrease in other financial assets | - | 13,065 | ||
| Interest received | 278,988 | 248,775 | ||
| Dividends received from subsidiaries and associates | 6,106,092 | 5,333,078 | ||
| Dividends received from others | 565,133 | 509,902 | ||
| Proceeds from the capital reduction of associates | 68,250 |
- | ||
| Net cash used in investing activities | (11,066,765) |
(10,791,122) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from short-term borrowings | 43,372,030 | 52,063,158 | ||
| Repayments of short-term borrowings | (46,878,854) | (49,700,000) | ||
| Proceeds from short-term bills payable | 35,809,678 | 55,446,886 | ||
| Repayments of short-term bills payable | (42,100,000) | (76,800,000) | ||
| Proceeds from bonds payable | 13,600,000 | 1,570,000 | ||
| Repayments of bonds payable | (6,912,500) | (8,337,500) | ||
| Proceeds from long-term bank borrowings | 41,000,000 | 41,500,000 | ||
| Repayments of long-term bank borrowings | (37,000,000) | (30,500,000) | ||
| Proceeds from long-term bills payable | 2,006,052 | 21,588,065 | ||
| Repayments of long-term bills payable | (8,000,000) | (5,600,000) | ||
| Repayments of principal of lease liabilities | (395,251) | (445,472) | ||
| Dividends paid | (5,196,331) | (5,505,817) | ||
| Payments for buy-back of ordinary shares | - | (333,972) | ||
| Acquisition of additional interests in subsidiaries | (727,104) | (2,515,690) | ||
| Interest paid | (1,855,338) | (1,958,538) | ||
| Proceeds from the capital reduction of subsidiaries | 1,680,820 |
917,560 | ||
| Net cash used in financing activities | (11,596,798) |
(8,611,320) | ||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 262,224 | 4,961,623 | ||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE | ||||
| YEAR | 1,995,243 |
(2,966,380) | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ | 2,257,467 |
$ | 1,995,243 |
| Reconciliation of the amounts in the parent company only statements of | ||||
| cash flows with the equivalent items reported in the parent company | ||||
| only balance sheets as of December 31, 2025 and 2024: | ||||
| Cash and cash equivalents in the parent company only balance sheets | $ | 3,516,795 |
$ | 4,002,599 |
| Bank overdraft | (1,259,328) |
(2,007,356) | ||
| Cash and cash equivalents in the parent company only statements of | ||||
| cash flows | $ | 2,257,467 |
$ | 1,995,243 |
| The accompanying notes are an integral part of the parent company only | financial statements. | |||
| (Concluded) |
The accompanying notes are an integral part of the parent company only financial statements.
- - 44
2. Proposal:
Adoption of the Proposal for deficit compensation and profit distribution of 2025
Proposed by the Board of Directors
Explanatory Note:
-
(1) The agenda is proposed in accordance with Paragraph 1, Article 230 of the Company Act.
-
(2) The Company’s earnings distribution of 2025, as shown in the attached table, is proposed in accordance with the provisions in Article 6 of the Articles of Incorporation of the Company.
-
(3) A net loss after tax for 2025 amounting to NT$4,349,185,277 was offset against undistributed earnings. A special reserve of NT$1,558,486,100 is proposed to be appropriated and transferred to undistributed earnings.
-
(4) The proposed dividend distribution for preferred shares totaled NT$1.4 per share in cash, and the proposed bonus distribution for common shares totaled NT$0.15 per share in cash.
-
(5) Upon approval of this earnings distribution by resolution of Shareholders’ Meeting, Chairman of the Board will be authorized to set the record date for cash dividend distribution. When distributing cash dividends, the total amount paid to each shareholder shall be in whole NT dollars and any fractional amount less than an NT dollar shall be rounded up to the next NT dollar. The resulting difference shall be recognized as a Company expense.
Resolution:
- - 45
Attachment 3
| China Steel Corporation | China Steel Corporation | |
|---|---|---|
| 2025 Earnings Distribution Table | Unit: NT$ | |
| Undistributed earnings at the beginning of the period | 9,183,862,549.96 | |
| Net profit (loss) after tax of 2025 | (4,349,185,277.13) | |
| Disposal of equity instruments at fair value through other | ||
| comprehensive income | (1,272,552,474.00) | |
| Reverse of special reserve: disposal of fixed assets | 234,211.00 | |
| Actuarial gains (losses) from defined benefit pension plans | ||
| (included in retained earnings) | 488,346,477.00 | |
| Effects resulting from changes in long-term equity | ||
| investment | 280,123,789.00 | |
| Amount to be included in undistributed earnings by adding | ||
| up net profit (loss) after tax of 2025 and other items (A) | (4,853,033,274.13) | |
| Appropriation of legal reserve = (A) *10% | 0.00 | |
| Appropriation of special reserve as required by the law | ||
| (Note 1) | (267,448,715.00) | |
| Reverse of special reserve to undistributed earnings | ||
| (Note 2) | 1,558,486,100.00 | |
| Subtotal of distributable earnings | 5,621,866,660.83 | |
| Distribution of dividends for 38,267,999 preferred shares - | ||
| NT$1.4 per share (NT$1.4 in cash) | 53,575,199.00 | |
| Distribution of bonus for 15,584,860,997 common shares - | ||
| NT$0.15 per share (NT$0.15 in cash) | 2,337,729,150.00 | |
| Subtotal of distribution items | (2,391,304,349.00) | |
| Undistributed earnings at the end of theperiod | 3,230,562,311.83 | |
| Note 1: | ||
| As required by applicable law, the difference between the lower market price and the book value of the | ||
| Company’s shares holding by subsidiarieson December 31, 2025was recognized as special reserves in proportion | ||
| of shareholding. | ||
| Note 2: | ||
| In the past, pursuant to the Articles of Incorporation and Paragraph 2, Article 237 of the Company Act, special | ||
| reserves for debt repayment and expansion were appropriated during the plant construction period. However, | ||
| upon completion of the four-phased plant construction, the original reasons for appropriation no longer exist. Part | ||
| of the special reserve is proposed to reverse to undistributed earnings. |
- - 46
Proposals for Discussion
1. Proposal:
Amendments to Article 7, Article 14 and Article 42 of the Articles of Incorporation
Proposed by the Board of Directors
Explanatory Note:
-
(1) The proposed amendments include three articles of the Articles of Incorporation, as explained below:
-
A. According to the letter No. Economic-Authorized-Commerce 11430108070 dated August 12, 2025 issued by the Ministry of Economic Affairs, the Article 7 of the Articles of Incorporation regarding the signatures (or seals) for the issuance of physical shares and the certification institutions should be amended in accordance with Article 162 of the Company Act.
-
B. To provide greater flexibility in convening shareholders’ meetings, Article 14 of the Articles of Incorporation is amended to specify that shareholders’ meetings may be held by video conference or other methods promulgated by the central competent authority according to Paragraph 1, Article 172‑2 of the Company Act and Paragraph 3, Article 44‑9 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
-
C. An amendment is made to Article 42 for adding the date and version of the amendments this time.
- - 47
- (2) A comparison table of draft clauses and the clauses in force is attached.
Resolution:
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Attachment 4
Comparison Table for Draft Amendments to Article 7, Article 14 and Article 42 of the Articles of Incorporation of China Steel Corporation
| Revised clause | Clause in force | Explanation | ||
|---|---|---|---|---|
| Article 7 Except for shares not physically printed, shares of the Company shall be numbered andbe affixed with the signatures or personal seals of the Director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuancethereby. (Paragraph 2 is omitted) |
Article 7 Except for shares not printed, shares of the shall be numbered and three members of the |
1. In the amendment of Article 162 of the Company Act on August 1, 2018, the requirement that three directors must sign or affix their seals on shares was relaxed and only the signature or seal of the director representing the company is required. Regarding the certification of shares, it was amended that only banks are designated as the certification institutions for share issuance. 2. This Article currently follows the previous requirement under the Company Act, which required signatures or seals of three or more Directors, representing a stricter approach. However, when the Company applied for the change of registration regarding the re-election of Directors, the appointment of the Chairman, and the amendments to the Articles of Incorporation after 2025 Shareholders’ Meeting, the Ministry of Economic Affairs required that this Article should be |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| amended to comply with the current requirement of the Company Act in its approval letter. 3. To comply with the above-mentioned requirement of the Ministry of Economic Affairs, this Article is amended in accordance with Article 162 of the Company Act. |
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| Article 14 The Company shall hold the following two types of shareholders’ meetings: 1. A regular shareholders’ meeting. 2. An extraordinary shareholders’ meeting. A regular shareholders’ meeting shall be convened by the Board of Directors in accordance with law within six months after the end of each fiscal year, and an extraordinary shareholders’ meeting shall be held in accordance with law when necessary. The shareholders’meetings of the Company may be held by video conference or other methods promulgated by the central competent authority. |
Article 14 The Company shall hold the following two types of shareholders’ meetings: 1. A regular shareholders’ meeting. 2. An extraordinary shareholders’ meeting. A regular shareholders’ meeting shall be convened by the Board of Directors in accordance with law within six months after the end of each fiscal year, and an extraordinary shareholders’ meeting shall be held in accordance with law when necessary. |
1. Paragraph 3 of this Article is added. 2. According to Article 172‑2 of the Company Act, publicly listed companies may adopt the provisions for holding shareholders’ meetings with video conference. Paragraph 1 of Article 172‑2 of the Company Act specifies that a company may explicitly provide for in its Articles of Incorporation that its shareholders' meeting can be held with video conference or other methods promulgated by the central competent authority. Paragraph 3, Article 44‑9 of the Regulations Governing the Administration of Shareholder Services of Public Companies also contains a similar provision. To comply with the policy of the competent authority promoting virtual shareholders’ |
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| Revised clause | Clausein force | Explanation |
|---|---|---|
| meetings, meet the needs of the digital era, and provide shareholders with convenient channels to participate in the shareholders’ meetings, the amendment is made so that the Company may hold shareholders’ meetings with video conference upon resolution of the Board of Directors as necessary. |
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| Article 42 This Articles of Incorporation are agreed and signed on Nov. 2, 1971, firstly amended on Dec. 28, 1973, secondly amended on Jun. 25, 1974, thirdly amended on Oct. 5, 1974, fourthly amended on Jun. 28, 1975, fifthly amended on Jun. 6, 1976, sixthly amended on Jun. 25, 1977, seventhly amended on Oct. 14, 1978, eighthly amended on Oct. 20, 1979, ninthly amended on Sep. 20, 1980, tenthly amended on Sep. 26, 1981, eleventh amended on Nov. 20, 1982, twelfth amended on Sep. 22, 1984, thirteenth amended on Feb. 16, 1985, fourteenth amended on Nov. 23, 1985, fifteenth amended on Dec. 20, 1986, sixteenth amended on Sep. 17, 1988, seventeenth amended on Sep. 27, 1989, eighteenth amended on Sep. 27, 1990, nineteenth amended on Sep. 26, 1991, twentieth amended on Sep. 25, 1992, twenty-firstly amended on Sep. 24, 1993, twenty- secondly amended on Sep. 22, 1994, twenty-thirdly amended on May 26, 1995, twenty-fourthly amended onOct.20,1995, |
Article 42 This Articles of Incorporation are agreed and signed on Nov. 2, 1971, firstly amended on Dec. 28, 1973, secondly amended on Jun. 25, 1974, thirdly amended on Oct. 5, 1974, fourthly amended on Jun. 28, 1975, fifthly amended on Jun. 6, 1976, sixthly amended on Jun. 25, 1977, seventhly amended on Oct. 14, 1978, eighthly amended on Oct. 20, 1979, ninthly amended on Sep. 20, 1980, tenthly amended on Sep. 26, 1981, eleventh amended on Nov. 20, 1982, twelfth amended on Sep. 22, 1984, thirteenth amended on Feb. 16, 1985, fourteenth amended on Nov. 23, 1985, fifteenth amended on Dec. 20, 1986, sixteenth amended on Sep. 17, 1988, seventeenth amended on Sep. 27, 1989, eighteenth amended on Sep. 27, 1990, nineteenth amended on Sep. 26, 1991, twentieth amended on Sep. 25, 1992, twenty-firstly amended on Sep. 24, 1993, twenty- secondly amended on Sep. 22, 1994, twenty-thirdly amended on May 26, 1995, twenty-fourthly amended onOct.20,1995, |
Add the date and version of the amendments this time. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| twenty-fifthly amended on Nov. 6, 1996, twenty-sixthly amended on Dec. 30, 1997, twenty- seventhly amended on Apr. 30, 1999, twenty-eighthly amended on Jun. 8, 2000, twenty-ninthly amended on May 31, 2001, thirtieth amended on Jun. 20, 2002, thirty-firstly amended on Jun. 18, 2003, thirty-secondly amended on Jun. 17, 2004, thirty- thirdly amended on Jun. 14, 2005, thirty-fourthly amended on Jun. 15, 2006, thirty-fifthly amended on Jun. 21, 2007, thirty-sixthly amended on Jun. 19, 2008, thirty- seventhly amended on Jun. 19, 2009, thirty-eighthly amended on Jun. 23, 2010, thirty-ninthly amended on Jun. 15,2011 and fortieth amended on Jun. 15, 2012, and forty-firstly amended on Jun. 19, 2013, forty-secondly amended on Jun. 18, 2014, forty- thirdly amended on Jun. 23, 2015, forty-fourthly amended on Jun. 23, 2016, forty-fifthly amended on Jun. 21, 2018,forty-sixthly amended on Jun. 19, 2025and forty-seventhly amended on May 22, 2026. |
twenty-fifthly amended on Nov. 6, 1996, twenty-sixthly amended on Dec. 30, 1997, twenty- seventhly amended on Apr. 30, 1999, twenty-eighthly amended on Jun. 8, 2000, twenty-ninthly amended on May 31, 2001, thirtieth amended on Jun. 20, 2002, thirty-firstly amended on Jun. 18, 2003, thirty-secondly amended on Jun. 17, 2004, thirty- thirdly amended on Jun. 14, 2005, thirty-fourthly amended on Jun. 15, 2006, thirty-fifthly amended on Jun. 21, 2007, thirty-sixthly amended on Jun. 19, 2008, thirty- seventhly amended on Jun. 19, 2009, thirty-eighthly amended on Jun. 23, 2010, thirty-ninthly amended on Jun. 15,2011 and fortieth amended on Jun. 15, 2012, and forty-firstly amended on Jun. 19, 2013, forty-secondly amended on Jun. 18, 2014, forty- thirdly amended on Jun. 23, 2015, forty-fourthly amended on Jun. 23, 2016, forty-fifthly amended on Jun. 21, 2018andforty-sixthly amended on Jun. 19, 2025. |
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2. Proposal:
Amendments to the Rules Governing Procedures for Shareholders’
Meeting
Proposed by the Board of Directors
Explanatory Note:
-
(1) The agenda is proposed in accordance with Article 25 (Article 29 after this amendment) of the Rules Governing Procedures for Shareholders’ Meeting of the Company.
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(2) This amendment is made to align with the amendment to Article 14 of the Articles of Incorporation, adding that “The Shareholders’ Meetings of the Company may be held with video conference or other methods promulgated by the central competent authority.” To provide the Company with flexibility for holding shareholders’ meetings with the assistance of video conference in the future and to obtain additional point in ESG Evaluation to enhance the assessment score, the Articles 2, 2‑1, 3, 3‑1, 4, 5, 8 to 10, 13, 18, 20, 21, and 29 are amended, and the Articles 5‑1 and 25 to 28 are newly added, with reference to the relevant provisions in the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings published by the Taiwan Stock Exchange.
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(3) A comparison table of draft clauses and the clauses in force is attached.
Resolution:
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Attachment 5
Comparison Table for Draft Amendments to the Rules Governing Procedures for Shareholders’ Meeting of China Steel Corporation
| Revised clause | Clause in force | Explanation | |
|---|---|---|---|
| Article 2 Unless relevant laws and regulations provide otherwise, the Company’s Meeting shall be convened by the Board of Directors. Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall expressly provide in its Articles of Incorporation for a Shareholders' Meeting may be held with video conference and shall obtain a resolution of its Board of Directors. Furthermore, convening of a virtual-only Shareholders' Meeting shall require a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number 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. Reasons for convening the Regular Meeting or Extraordinary Meeting shall be specified in the notice and announcement given to the shareholders at least thirty days or fifteen days prior to the Meeting date. The notice may be given by means of electronic communication if the Company obtains prior consent by the recipients. The announcement for shareholders who own less than 1,000 shares of nominalstocks |
Article 2 Unless relevant laws and regulations provide otherwise, the Company’s Meeting shall be convened by the Board of Directors. Reasons for convening the Regular Meeting or Extraordinary Meeting shall be specified in the notice and announcement given to the shareholders at least thirty days or fifteen days prior to the Meeting date. The notice may be given by means of electronic communication if the Company obtains prior consent by the recipients. The announcement for shareholders who own less than 1,000 shares of nominalstocks |
1. With reference to Paragraph 2, Article 3, of the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings (hereinafter the “Sample Template”), a new Paragraph 2 is added to this Article regarding the holding of shareholders’ meetings with video conference. 2. To ensure that shareholders are informed of any changes to the method of convening a Shareholders’ Meeting, changes to how the Shareholders’ Meeting is convened shall be resolved by the Board of Directors, and shall be made no later than mailing of the Shareholders’ Meeting notice. With reference to Paragraph 3, Article 3 of the Sample Template, a new Paragraph 3 is added to this Article. |
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Revised clause Clause in force may be made as referred to the may be made as referred to the next paragraph of this Article. next paragraph of this Article. Thirty days before the Company Thirty days before the Company convenes a Regular Meeting or convenes a Regular Meeting or fifteen days before an fifteen days before an Extraordinary Meeting, the Extraordinary Meeting, the Company shall prepare electronic Company shall prepare electronic files of the Meeting files of the Meeting announcement, proxy form, announcement, proxy form, explanatory materials relating to explanatory materials relating to proposals for ratification, matters proposals for ratification, matters for deliberation, election or for deliberation, election or dismissal of directors, and other dismissal of directors, and other matters on the Meeting agenda, matters on the Meeting agenda, and upload them to the Market and upload them to the Market Observation Post System. Observation Post System. Where there are proposals Where there are proposals relating to election or dismissal of relating to election or dismissal of directors, amendments to the directors, amendments to the Articles, reduction of capital, Articles, reduction of capital, application for the approval of application for the approval of ceasing its status as a public ceasing its status as a public company, approval of competing company, approval of competing with the company by directors, with the company by directors, surplus profit distributed in the surplus profit distributed in the form of new shares, reserve form of new shares, reserve distributed in the form of new distributed in the form of new shares, dissolution, merger or shares, dissolution, merger or spin-off of the Company, or spin-off of the Company, or relating to Paragraph 1, Article relating to Paragraph 1, Article 185 of the Company Act, Article 185 of the Company Act, Article 43-6 of the Securities Exchange 43-6 of the Securities Exchange Act, Article 56-1 and Article 60-2 Act, Article 56-1 and Article 60-2 of the Regulations Governing the of the Regulations Governing the Offering and Issuance of Offering and Issuance of Securities by Securities Issuers, Securities by Securities Issuers, these proposals shall be these proposals shall be enumerated in the notice of the enumerated in the notice of the reasons for convening the reasons for convening the Meeting and extraordinary Meeting and extraordinary motions for such proposals shall motions for such proposals shall be prohibited. The essential be prohibited. The essential contents of the above proposals contents of the above proposals may be posted on the website may be posted on the website designated by the competent designated by the competent authority in charge of securities authority in charge of securities affairs or the Company, and such affairs or the Company, and such website shall be indicated in the website shall be indicated in the above notice. above notice.
Explanation
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Revised clause Clause in force
Explanation
Where re-election of all Directors Where re-election of all Directors as well as their inauguration date as well as their inauguration date is stated in the notice of the is stated in the notice of the reasons for convening the reasons for convening the Shareholders’ Meeting, such Shareholders’ Meeting, such inauguration date shall not be inauguration date shall not be altered by any extraordinary altered by any extraordinary motion or otherwise in the said motion or otherwise in the said meeting after the completion of meeting after the completion of the re-election in the same the re-election in the same meeting. meeting. Shareholders holding one percent Shareholders holding one percent or more of the total number of or more of the total number of outstanding shares may propose outstanding shares may propose in writing to the Company a in writing to the Company a proposal for discussion at a proposal for discussion at a Regular Meeting, provided only Regular Meeting, provided only one matter shall be allowed in one matter shall be allowed in each single proposal, and in case each single proposal, and in case a proposal contains more than one a proposal contains more than one matter, such proposal shall not be matter, such proposal shall not be included in the agenda. Proposals included in the agenda. Proposals that are under the circumstances that are under the circumstances as specified in Paragraph 4, as specified in Paragraph 4, Article 172-1 of the Company Act Article 172-1 of the Company Act may not be included in the agenda may not be included in the agenda by the Board of Directors. by the Board of Directors. Prior to the date on which share Prior to the date on which share transfer registration is suspended transfer registration is suspended before convening the Regular before convening the Regular Meeting, the Company shall give Meeting, the Company shall give a public notice announcing the a public notice announcing the place and the period for place and the period for shareholders to submit proposals shareholders to submit proposals in writing or by way of electronic in writing or by way of electronic transmission. The period for transmission. The period for accepting such proposals shall be accepting such proposals shall be no less than ten days. no less than ten days. The number of words of a The number of words of a proposal to be submitted by a proposal to be submitted by a shareholder shall be limited to no shareholder shall be limited to no more than three hundred. The more than three hundred. The shareholder who has submitted a shareholder who has submitted a proposal shall attend, in person or proposal shall attend, in person or by proxy, the Meeting where by proxy, the Meeting where his/her proposal is to be discussed his/her proposal is to be discussed and shall take part in the and shall take part in the discussion of such proposal. discussion of such proposal.
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| Revised clause | Clausein force | Explanation | ||
|---|---|---|---|---|
| The Company shall, prior to preparing and delivering the Meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the Meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the Meeting to be convened. |
The Company shall, prior to preparing and delivering the Meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the Meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the Meeting to be convened. |
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| Article 2-1 The Company shall prepare the agenda handbook for the Meeting in compliance with the rules by the competent authorities. 30days before the Company is to convene a Regular Meeting, or 15 days before an Extraordinary Meeting, it shall prepare an electronic file of the annual report, annual financial statements, the Meeting notice, the Meeting agenda handbook and the supplemental materials in both Chinese and English, and upload it to the Market Observation Post System. Fifteen days before the Company is to convene a Meeting, it shall prepare the Meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and the professional stock registrar and transfer agent designated by the Company. The Company shall make the Meeting handbook and |
Article 2-1 The Company shall prepare the agenda handbook for the Meeting in compliance with the rules by the competent authorities. 21days before the Company is to convene a Regular Meeting, or 15 days before an Extraordinary Meeting, it shall prepare an electronic file of the annual report, annual financial statements, the Meeting notice, the Meeting agenda handbook and the supplemental materials in both Chinese and English, and upload it to the Market Observation Post System. Fifteen days before the Company is to convene a Meeting, it shall prepare the Meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and the professional stock registrar and transfer agent designated by the Company, and distributed on-site at the Meeting. |
1. According to the proviso of Paragraph 3, Article 6 of the “Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies’ Meeting Manuals of Public Companies” and the Company’s current practice, the deadline for uploading the Shareholders’ Meeting handbook and supplemental materials to the Market Observation Post System, as provided in Paragraph 1 of this Article, is amended to 30 days prior to the Regular Meeting. 2. To ensure that shareholders, whether participating in person or via video conference, can access the Shareholders’ Meetinghandbook and |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| supplemental materials in the preceding paragraph available to shareholders for review in the following manner on the date of the Shareholders’Meeting: 1. For physical Shareholders’ Meetings, to be distributed on- site at the Meeting. 2. For hybrid Shareholders’ Meetings, to be distributed on- site at the Meeting and shared on the virtual meeting platform. 3. For virtual-only Shareholders’ Meetings, electronic files shall be shared on the virtual meeting platform. |
supplemental materials on the day of the Meeting, a new Paragraph 2 is added to this Article, and Paragraph 1 of this Article is also amended with reference to Paragraph 5, Article 3 of the Sample Template. |
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| Article 3 A shareholder may appoint a proxy to attend a Meeting in his/her behalf by executing a proxy form printed and issued by the Company stating therein the scope of power authorized to the proxy. A shareholder may only execute one proxy form and appoint one proxy only, and shall serve such written proxy form on the Company no later than five days prior to the date of the Meeting. When two or more written proxy forms are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to rescind the previous written proxy form is made in the proxy form which comes later. After the service of the proxy form on the Company, in case the shareholder issuing the said proxy form intends to attend the Meeting in person or to exercise his/her voting rights in writing or by way of electronic transmission,aproxyrescission |
Article 3 A shareholder may appoint a proxy to attend a Meeting in his/her behalf by executing a proxy form printed and issued by the Company stating therein the scope of power authorized to the proxy. A shareholder may only execute one proxy form and appoint one proxy only, and shall serve such written proxy form on the Company no later than five days prior to the date of the Meeting. When two or more written proxy forms are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to rescind the previous written proxy form is made in the proxy form which comes later. After the service of the proxy form on the Company, in case the shareholder issuing the said proxy form intends to attend the Meeting in person or to exercise his/her voting rights in writing or by way of electronic transmission,aproxyrescission |
In the case where a shareholder has appointed a proxy to attend the Meeting, after the service of the proxy form on the Company, if the shareholder intends to attend the Meeting via video conference, a proxy rescission notice shall be filed with the Company no later than two days prior to the date of the Meeting. With reference to Paragraph 4, Article 4 of the Sample Template, a new Paragraph 4 is added to this Article. |
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Revised clause Clause in force Explanation notice shall be filed with the notice shall be filed with the Company two days prior to the Company no later than two days date of the Meeting. Otherwise, prior to the date of the Meeting. the voting rights exercised by the Otherwise, the voting rights authorized proxy at the Meeting exercised by the authorized proxy shall prevail. at the Meeting shall prevail. After the service of the proxy form on the Company, in case the shareholder issuing the said proxy form intends to attend the Meeting via video conference, a proxy rescission notice shall be filed with the Company two days prior to the date of the Meeting. Otherwise, the voting rights exercised by the authorized proxy at the Meeting shall prevail. Article 3-1 Article 3-1 To expressly provide that where a The Company shall state in the The Company shall state in the shareholder has Meeting notice that a shareholder Meeting notice that a shareholder exercised his/her voting who does not attend the Meeting who does not attend the Meeting rights in writing or by nor authorize a proxy to attend the nor authorize a proxy to attend the way of electronic Meeting may exercise his/her Meeting may exercise his/her transmission and voting rights in writing or by way voting rights in writing or by way subsequently intends to of electronic transmission. A of electronic transmission. A attend the Meeting via shareholder who exercises voting shareholder who exercises voting video conference, such rights at a Meeting in writing or rights at a Meeting in writing or shareholder shall first by way of electronic transmission by way of electronic transmission rescind the exercise of shall be deemed to have attended shall be deemed to have attended voting rights by the the said Meeting in person, but the said Meeting in person, but same method by which shall be deemed to have waived shall be deemed to have waived the voting rights were his/her voting rights with respect his/her voting rights with respect exercised, Paragraph 3 to any extraordinary motion(s) to any extraordinary motion(s) of this Article is and/or the amendment(s) to the and/or the amendment(s) to the amended with reference contents of the original contents of the original to Paragraph 4, Article proposal(s) at the said Meeting. proposal(s) at the said Meeting. 13 of the Sample A shareholder who intends to A shareholder who intends to Template. exercise voting rights in writing exercise voting rights in writing or by way of electronic or by way of electronic transmission as in the preceding transmission as in the preceding paragraph shall serve a paragraph shall serve a declaration of intent on the declaration of intent on the Company two days prior to the Company two days prior to the date of the Meeting, whereas if date of the Meeting, whereas if two or more declarations of the two or more declarations of the same intention are served on the same intention are served on the Company, the first declaration of Company, the first declaration of such intention received shall such intention received shall
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| prevail; unless an explicit statement to rescind the previous declaration is made in the declaration which comes later. In case a shareholder who has exercised voting rights in writing or by way of electronic transmission intends to attend the Meeting in personor via video conference,he/she shall, two days prior to the date of the Meeting and in the same manner previously used in exercising his/her voting rights, serve a separate declaration of intent to rescind previous declaration of intent made in exercising the voting rights under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intent, the voting rights exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised voting rights in writing or by way of electronic transmission, and has also authorized a proxy to attend the Meeting, then the voting rights exercised by the authorized proxy for the said shareholder shallprevail. |
prevail; unless an explicit statement to rescind the previous declaration is made in the declaration which comes later. In case a shareholder who has exercised voting rights in writing or by way of electronic transmission intends to attend the Meeting in person, he/she shall, two days prior to the date of the Meeting and in the same manner previously used in exercising his/her voting rights, serve a separate declaration of intent to rescind previous declaration of intent made in exercising the voting rights under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intent, the voting rights exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised voting rights in writing or by way of electronic transmission, and has also authorized a proxy to attend the Meeting, then the voting rights exercised by the authorized proxy for the said shareholder shall prevail. |
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| Article 4 The Meeting shall be convened at the location of the Company or at any place that facilitates shareholder attendance and is suitable for the convening of a Meeting. Starting times of Meetings shall not be earlier than nine o'clock in the morning or later than three o'clock in the afternoon. The restrictions on the place of the Meeting shall not apply when the Company convenes a virtual- only Shareholders’Meeting. |
Article 4 The Meeting shall be convened at the location of the Company or at any place that facilitates shareholder attendance and is suitable for the convening of a Meeting. Starting times of Meetings shall not be earlier than nine o'clock in the morning or later than three o'clock in the afternoon. |
With reference to Paragraph 2, Article 5 of the Sample Template, a new Paragraph 2 is added to this Article to expressly provide that the restrictions on the place of the Meeting shall not apply when the Company convenes a virtual-only Shareholders’ Meeting. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| Article 5 The Company shall specify the timeframe and location for shareholders’ attendance registration, and other important notes. The aforementioned timeframe for shareholders’ attendance registration shall be at least thirty minutes before the time scheduled to start the Meeting. The Company shall set clear sign and assign sufficient numbers of suitable personnel to handle attendance registrations at the location. For Shareholders’ Meetings held with video conference, 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 the proxies designated by the shareholders (hereinafter, "shareholders") shall be admitted to attend Meetings based on the attendance badge, the attendance sign-in card, and other evidentiary documents. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also carry proof of identification and have such proof ready for checking. The Company shall deliver the Meeting handbook, the annual report, the attendance badge, the attendance sign-in card, the comments form,the ballot and |
Article 5 The Company shall specify the timeframe and location for shareholders’ attendance registration, and other important notes. The aforementioned timeframe for shareholders’ attendance registration shall be at least thirty minutes before the time scheduled to start the Meeting. The Company shall set clear sign and assign sufficient numbers of suitable personnel to handle attendance registrations at the location. Shareholders themselves or the proxies designated by the shareholders (hereinafter, "shareholders") shall be admitted to attend Meetings based on the attendance badge, the attendance sign-in card, and other evidentiary documents. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also carry proof of identification and have such proof ready for checking. The Company shall deliver the Meeting handbook, the annual report, the attendance badge, the attendance sign-in card, the comments form,the ballot and |
1. To expressly provide the timeframe and procedures for registration by shareholders attending via video conference, Paragraph 2 of this Article is amended with reference to Paragraph 2, Article 6, of the Sample Template. 2. Where a shareholder intends to attend the Shareholders’ Meeting via video conference, such shareholder shall register with the Company two days before the Meeting date. With reference to Paragraph 7, Article 6 of the Sample Template, a new Paragraph 6 is added to this Article. 3. In the event of a Shareholders’ Meetings held with video conference, the Company shall upload the Meeting handbook, the annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the Meeting starts, and shall keep such information disclosed until the end of the Meeting. With reference to Paragraph 8, Article 6 of the Sample Template, a new Paragraph 7 is added to this Article. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| other Meeting materials to shareholders who attend the Meeting; if Directors are being elected, election ballots should also be enclosed. For government and corporate shareholders, the number of representatives present at a Meeting is not limited to one person. When a juristic person is commissioned to attend a Meeting, it may only appoint one representative to attend. In the event of a Shareholders’ Meetings held with video conference, shareholders wishing to attend the meeting via video conference shall register with the Company two days before the Meeting date. In the event of a Shareholders’ Meetings held with video conference, the Company shall upload the Meeting handbook, the 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. |
other Meeting materials to shareholders who attend the Meeting; if Directors are being elected, election ballots should also be enclosed. For government and corporate shareholders, the number of representatives present at a Meeting is not limited to one person. When a juristic person is commissioned to attend a Meeting, it may only appoint one representative to attend. |
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| Article 5-1 To convene a Shareholders’ Meetings held with video conference, the Company shall include the follow particulars in the Shareholders’Meeting notice: 1. How shareholders attend the Meeting via video conference and exercise their rights. 2. Actions to be taken if the virtual meeting platform or virtual participation in the Meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following |
1. This Article is newly added. 2. To ensure that shareholders are informed, prior to the Shareholders’ Meeting, of the relevant rights and restrictions concerning participation in the Meeting, it is expressly provided that the Shareholders’ Meeting notice shall include the methods for shareholders to attend theMeeting via video |
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| Revised clause | Clausein force | Explanation | ||
|---|---|---|---|---|
| particulars: A. To what time the Meeting is postponed or from what time the Meeting will resume if the above obstruction continues and cannot be removed, and the date to which the Meeting is postponed or on which the Meeting will resume. B. Shareholders not having registered to attend the affected Shareholders’ Meeting via video conference shall not attend the postponed or resumed session. C. In case of a hybrid Shareholders’ Meeting, when the virtual Meeting cannot be continued, if the total number of shares represented at the Meeting, after deducting those represented by shareholders attending the Meeting via video conference, meets the minimum legal requirement for the Shareholders’ Meeting, then the Shareholders’ Meeting shall continue. The shares represented by shareholders attending the Meeting via video conference shall be counted towards the total number of shares represented by Shareholders present at the Meeting, and the shareholders attending the Meeting via video conference shall be deemed abstaining from voting on all proposals on |
conference and exercise their related rights, as well as the actions to be taken in the event that the virtual meeting platform or virtual participation is obstructed due to natural disasters, accidents, or other force majeure events. With reference to Article 6-1 of the Sample Template, this Article is newly added. |
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A. B. C. |
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| Revised clause | Clausein force | Explanation | ||
|---|---|---|---|---|
| Meeting agenda of that Shareholders’Meeting. D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out. 3. To convene a virtual-only Shareholders’ Meeting, appropriate alternative measures available to Shareholders with difficulties in attending the Meeting online shall be specified. Except in the circumstances set out in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the Company and other related matters requiring attention shall be specified. |
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| 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 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 |
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 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. |
With reference to Paragraphs 3 and 4, Article 8 of the Sample Template, new Paragraphs 3 and 4 are added to this Article to expressly provide that the Company shall continuously audio and video record, without interruption, the entire proceedings of the virtual Meeting (including shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company), and shallproperlyretain |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| held with video conference, 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 in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual Meeting. |
such records during the entirety of the Company’s existence. The Company shall also provide the audio and video recordings to the party appointed to handle matters of the virtual Meeting for retention. |
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| Article 9 The calculation basis for attendance at the Meeting shall be shares. Number of shares of shareholders present at the meeting shall be calculated based on the sign-in cards submittedand the shares checked in on the virtual meeting platform. Should the voting rights at the Meeting be exercised in writing or by way of electronic transmission as in Paragraph 1, Article 3-1, the number of votes thereof shall be included. During the course of Meetings, the number of votes of shareholders present at the meeting shall be continuously projected on a screen located on the rostrum. If the total number increases, the number should be updatedreal-time. |
Article 9 The calculation basis for attendance at the Meeting shall be shares. Number of shares of shareholders present at the meeting shall be calculated based on the sign-in cards submitted. Should the voting rights at the Meeting be exercised in writing or by way of electronic transmission as in Paragraph 1, Article 3-1, the number of votes thereof shall be included. During the course of Meetings, the number of votes of shareholders present at the meeting shall be continuously projected on a screen located on the rostrum. If the total number increases, the number should be updatedreal-time. |
To expressly provide that when the Company convenes a Shareholders’ Meeting with video conference, the total number of shares represented at the Meeting shall include the shares of shareholders who have completed check-in through the virtual meeting platform, Paragraph 1 of this Article is amended with reference to Paragraph 1, Article 9 of the Sample Template. |
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| Article 10 When the Meeting time arrives, the Chairmanof theMeeting shall |
Article 10 When the Meeting time arrives, the Chairmanof theMeeting shall |
1. When the Company convenes a Shareholders’ Meeting |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| immediately announce the start of the Meeting and the information on shares with no voting rights as well as the number of shares in attendance, except when a quorum of shareholders representing more than half of the outstanding shares is not present, in which case the Chairman of the Meeting shall announce a postponement of the Meeting. The number of postponements is limited to two, and the total time of the postponements must not exceed one hour. If, after two postponements, there is still not a quorum of shareholders representing more than half of the number of outstanding shares present, with the exception of instances handled in accordance with Paragraph 2, the Chairman of the Meeting shall announce failure to convene the Meeting due to the lack of a quorum.In the event of a Shareholders’Meeting with video conference, the Company shall also declare the failure to convene the Meeting at the virtual meeting platform. If, after the two postponements in the preceding paragraph, there is still an insufficient quorum, but shareholders representing one- third or more of outstanding shares are present, the Meeting may be stipulated as a tentative resolution in accordance with Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Meeting shall be reconvened within one month. However, special resolution matters stipulated by the Company Act and other regulations or Articles are not applicable in this case.In the event of a Shareholders’Meeting |
immediately announce the start of the Meeting and the information on shares with no voting rights as well as the number of shares in attendance, except when a quorum of shareholders representing more than half of the outstanding shares is not present, in which case the Chairman of the Meeting shall announce a postponement of the Meeting. The number of postponements is limited to two, and the total time of the postponements must not exceed one hour. If, after two postponements, there is still not a quorum of shareholders representing more than half of the number of outstanding shares present, with the exception of instances handled in accordance with Paragraph 2, the Chairman of the Meeting shall announce failure to convene the Meeting due to the lack of a quorum. If, after the two postponements in the preceding paragraph, there is still an insufficient quorum, but shareholders representing one- third or more of outstanding shares are present, the Meeting may be stipulated as a tentative resolution in accordance with Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Meeting shall be reconvened within one month. However, special resolution matters stipulated by the Company Act and other regulations or Articles are not applicable in this case. |
with video conference, if the Chairman announces a failure to convene the Meeting due to the lack of a quorum, the Company shall also declare such failure to convene the Meeting on the virtual meeting platform in order to promptly inform shareholders. With reference to Paragraph 3, Article 9 of the Sample Template, Paragraph 1 of this Article is amended. 2. Where the Company reconvenes a Shareholders’ Meeting following a tentative resolution, Shareholders intending to attend the Meeting via video conference shall register with the Company. With reference to Paragraph 4, Article 9 of the Sample Template, Paragraph 2 of this Article is amended. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| with video conference, shareholders intending to attend the meeting via video conference shall re-register to the Company in accordance with Article 5. Prior to the conclusion of the current Meeting, if the number of shares represented by the shareholders present reaches a majority of outstanding shares, the Chairman of the Meeting may resubmit tentative resolutions already made for a vote by the shareholders in accordance with the provisions of Article 174 of the CompanyAct. |
Prior to the conclusion of the current Meeting, if the number of shares represented by the shareholders present reaches a majority of outstanding shares, the Chairman of the Meeting may resubmit tentative resolutions already made for a vote by the shareholders in accordance with the provisions of Article 174 of the CompanyAct. |
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| Article 13 Prior to taking the floor, shareholders present must complete a speech note stating the key points to be expressed and the account number and name of the shareholder. The sequence of speakers will be arranged by the Chairman of the Meeting. Shareholders present that only submit speech notes but do not speak shall be deemed as not having spoken. In the event that the content expressed does not match that of the speech note, the content expressed shall prevail. Without the consent of the Chairman of the Meeting, each shareholder may speak no more than two times on the same agenda item, and each time may not exceed five minutes. If shareholders’ speeches violate provisions or exceed the scope of the agenda item, the Chairman of the Meeting may restrain shareholders from speaking. When shareholders present take the floor, the other shareholders must not speak to interrupt them unlesstheyhave solicitedand |
Article 13 Prior to taking the floor, shareholders present must complete a speech note stating the key points to be expressed and the account number and name of the shareholder. The sequence of speakers will be arranged by the Chairman of the Meeting. Shareholders present that only submit speech notes but do not speak shall be deemed as not having spoken. In the event that the content expressed does not match that of the speech note, the content expressed shall prevail. Without the consent of the Chairman of the Meeting, each shareholder may speak no more than two times on the same agenda item, and each time may not exceed five minutes. If shareholders’ speeches violate provisions or exceed the scope of the agenda item, the Chairman of the Meeting may restrain shareholders from speaking. When shareholders present take the floor, the other shareholders must not speak to interrupt them unlesstheyhave solicitedand |
To expressly provide the manner, procedure, and limitations for shareholders attending the Shareholders’ Meeting via video conference to raise questions, Paragraph 7 of this Article is added with reference to Paragraph 7, Article 11 of the Sample Template. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| received the consent of the Chairman of the Meeting and the speaking shareholder; the Chairman of the Meeting shall restrain violators. In the event that corporate shareholders have designated two or more representatives to attend the Meeting, only one person may speak on the same agenda item. After the shareholders present have spoken, the Chairman of the Meeting may reply personally or designate the relevant personnel to reply. Where a Shareholders’Meeting with video conference is convened, shareholders attending the Meeting via video conference may raise questions in writing at the virtual meeting platform from the Chairman declaring the meeting open until the Chairman 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. |
received the consent of the Chairman of the Meeting and the speaking shareholder; the Chairman of the Meeting shall restrain violators. In the event that corporate shareholders have designated two or more representatives to attend the Meeting, only one person may speak on the same agenda item. After the shareholders present have spoken, the Chairman of the Meeting may reply personally or designate the relevant personnel to reply. |
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| Article 18 Before voting, three ballot examiners appointed by the Chairman of the Meeting and several ballot counters shall be ready to perform their related duties. The ballot examiners shall be the Company’s shareholders. Ballot counting for proposals or election shall proceed publicly in the meeting venue. On counting ballots, the results shall be reported, including the number of votes, and recorded on site. When the Company convenes a |
Article 18 Before voting, three ballot examiners appointed by the Chairman of the Meeting and several ballot counters shall be ready to perform their related duties. The ballot examiners shall be the Company’s shareholders. Ballot counting for proposals or election shall proceed publicly in the meeting venue. On counting ballots, the results shall be reported, including the number of votes, and recorded on site. |
1. In the event of a Shareholders’ Meetings held with video conference, in order to provide sufficient time to cast votes, Shareholders attending the Meeting via video conference may cast votes on the original proposals from the time the Chairman declares the Meeting open until the Chairman announces the voting session ends. The counting ofvotes |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| Shareholders’Meeting with video conference, after the Chairman declares the Meeting open, Shareholders attending the meeting via video conference shall cast votes on proposals and elections on the virtual meeting platform before the Chairman announces the voting session ends or will be deemed abstained from voting. In the event of Shareholders’ Meeting with video conference, votes shall be counted at once after the Chairman 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 via video conference in accordance with Article 5 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 via video conference. Shareholders who have exercised voting rights in writing or by electronic means but attend the Shareholders’Meeting via video conference without having withdrawn the declaration of intent shall not exercise voting rights on the original proposals, make any amendments to the original proposals, or exercise voting rights on amendments to the original proposals, except for extraordinary motions. |
shall be performed at once, so as to accommodate the voting time of Shareholders attending via video conference. With reference to Paragraphs 9 and 10, Article 13 of the Sample Template (the version announced on March 17, 2023), Paragraphs 3 and 4 of this Article are added. 2. For Shareholders attending a hybrid Shareholders’ Meeting, if Shareholders who have registered to attend the Meeting via video conference, but intend to attend the physical Shareholders’ Meeting in person shall revoke their registration two days before the Meeting in the same manner as they registered. If the registration is not revoked within the time limit, they may only attend the Shareholders’ Meeting via video conference. With reference to Paragraph 11, Article 13 of the Sample Template (the version announced on March 17, 2023), Paragraph 5 of this Article is added. 3. Shareholders who have exercised voting rights in writing or by electronic means, but intend to attend the Shareholders’ Meeting inperson shall,within |
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| Revised clause | Clausein force | Explanation |
|---|---|---|
| the prescribed period, withdraw their declaration of intent to exercise voting rights in accordance with Paragraph 3 of Article 3. If the withdrawal is not made within the time limit, the voting rights exercised in writing or by electronic means shall prevail. In other words, such Shareholders shall not submit amendments to the original proposals, nor shall they exercise voting rights on the original proposals. To ensure fair treatment of Shareholders, those who have exercised voting rights in writing or by electronic means and have not withdrawn their declaration may still register to attend the Meeting via video conference; however, except for extraordinary motions, they shall not vote on the original proposals or any amendments thereto, nor propose amendments to the original proposals. With reference to Paragraph 12, Article 13 of the Sample Template (the version announced on March 17, 2023), Paragraph 6 of this Article is added. |
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| Article 20 Resolutions adopted at a Meeting shall be recorded in the minutes of |
Article 20 Resolutions adopted at a Meeting shall be recorded in the minutes of |
1. To enable Shareholders to understand the results of a Shareholders’ Meeting |
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| Revised clause | Clausein force | Explanation |
|---|---|---|
| the Meeting, which shall be affixed with the signature or seal of the Chairman of the Meeting and distributed to all shareholders within twenty days after the close of the Meeting. The minutes of the Meeting as required in the preceding paragraph may be prepared by means of electronic transmission; the minutes may be distributed by means of a public notice via Market Observation Post System. The minutes of the Meeting shall record the date and venue of the Meeting, the name of the Chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the Meeting. The minutes shall be kept permanently throughout the life of the Company and fully disclosed on the Company’s official website. The method of adopting resolutions in the preceding paragraph where the shareholders’ opinions are solicited and the proposal are unanimously agreed, the minutes of the Meeting shall state ” the resolution is unanimously adopted by all shareholders attending the shareholders' meeting after the Chairman inquires all attending shareholders' opinion”. However, as to any proposal that has received any dissent and been adopted in Meeting, the minutes of the Meeting shall record the method and result of the voting. With respect to the election of Directors, the minutes of the Meeting shall record the method of voting adopted and the total number of votes for the Directors |
the Meeting, which shall be affixed with the signature or seal of the Chairman of the Meeting and distributed to all shareholders within twenty days after the close of the Meeting. The minutes of the Meeting as required in the preceding paragraph may be prepared by means of electronic transmission; the minutes may be distributed by means of a public notice via Market Observation Post System. The minutes of the Meeting shall record the date and venue of the Meeting, the name of the Chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the Meeting. The minutes shall be kept permanently throughout the life of the Company and fully disclosed on the Company’s official website. The method of adopting resolutions in the preceding paragraph where the shareholders’ opinions are solicited and the proposal are unanimously agreed, the minutes of the Meeting shall state ” the resolution is unanimously adopted by all shareholders attending the shareholders' meeting after the Chairman inquires all attending shareholders' opinion”. However, as to any proposal that has received any dissent and been adopted in Meeting, the minutes of the Meeting shall record the method and result of the voting. With respect to the election of Directors, the minutes of the Meeting shall record the method of voting adopted and the total number of votes for the Directors |
held via video conference, the alternative measures provided to Shareholders with digital divide, and the actions to be taken in the event of disruption, it is required that when the Company prepares the minutes of the Shareholders’ Meeting, in addition to the particulars required under Paragraphs 2 and 3 of this Article, the minutes shall also record the start time and end time of the Meeting, how the Meeting is convened, the Chairman's and the minute taker's name, and the actions to be taken in the event that the virtual meeting platform or virtual participation is obstructed due to natural disasters, accidents, or other force majeure events. With reference to Paragraph 4, Article 15 of the Sample Template, Paragraph 4 of this Article is added. 2. Where a virtual-only Shareholders’ Meeting is convened, appropriate alternative measures for Shareholders who have difficulties attending the Meeting online must be specified in the meeting notice in accordance with Subparagraph 3, |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| who were elected. In the event of a Shareholders’ Meetings held with video conference, in addition to the particulars to be included in the minutes of the Meeting as described in the preceding two Paragraphs, the start time and end time of the Shareholders’ Meeting, how the Meeting is convened, the Chairman's and the minute taker's name, and actions to be taken in the event of disruption to the virtual meeting platform or virtual participation in the Meeting due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When the Company convenes a virtual-only Shareholders’ Meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the minutes of the Meeting alternative measures available to Shareholders with difficulties in attending the Meeting online. |
who were elected. | Article 5-1. Accordingly, the minutes of the Meeting shall also record the alternative measures provided to such Shareholders with digital divide. With reference to Paragraph 5, Article 15 of the Sample Template, Paragraph 5 of this Article is added. |
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| Article 21 The Company shall, on the date of the Meeting, draw up a statistics table of the number of shares obtained by solicitors, the number of shares represented by proxy and the number of shares represented by Shareholders attending the Meeting in writing or by electronic means, in accordance with the required format, and display it prominently in the Meeting venue.In the event a Shareholders’Meeting held with video conference, the Company shall upload the above meeting information to the virtual meeting platform at least 30 |
Article 21 The Company shall, on the date of the Meeting, draw up a statistics table of the number of shares obtained by solicitorsandthe number of shares represented by proxy, in accordance with the required format, and display it prominently in the Meeting venue. |
1. To ensure that Shareholders are informed of the number of shares obtained by solicitors, the number of shares represented by proxy, and the number of shares represented by Shareholders attending the Meeting in writing or by electronic means, Paragraph 1 of this Article expressly provides that the Company shall display such information prominently at the |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| minutes before the Meeting starts, and keep this information disclosed until the end of the Meeting. When the Company convenes a Shareholders’Meeting with video conference, 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. |
Meeting venue. Where the Company convenes a Shareholders’ Meeting with video conference, such information shall be uploaded to the virtual meeting platform. With reference to Paragraph 1, Article 16 of the Sample Template, Paragraph 1 of this Article is amended. 2. To enable Shareholders attending a Shareholders’ Meeting via video conference to be informed simultaneously whether the number of shares represented at the Meeting reaches the quorum required for convening the Meeting, it is provided that when the Meeting is called to order, the Company shall disclose the total number of shares represented at the Meeting on the virtual meeting platform. If a new tally of the total number of shares represented at the Meeting and voting rights is subsequently released during the Meeting, such information shall also be disclosed on the virtual meeting platform. With reference to Paragraph 2, Article 16 of the Sample Template, Paragraph 2 of this Article is added. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| Article 25 In the event of a Shareholders’ Meetings held with video conference, 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 Chairman declares the Meeting adjourned. |
1. This Article is newly added. 2. To enable Shareholders attending a Shareholders’ Meeting via video conference to be informed in real time of the voting results of each proposal and the results of elections, and to provide a sufficient period for information disclosure, this Article is added with reference to Article 19 of the Sample Template. |
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| Article 26 When this Company convenes a virtual-only Shareholders’ Meeting, both the Chairman and the minute taker shall be in the same location, and the Chairman shall declare the address of such location when the Meeting is called to order. |
1. This Article is newly added. 2. Where a Shareholders’ Meeting is convened as a virtual-only Meeting without a physical meeting venue, the Chairman and the minute taker shall be in the same location within the territory of the Republic of China. In addition, to enable Shareholders to know the location of the Chairman, the Chairman shall declare the address of such location when the Meeting is called to order. With reference to Article 20 of the Sample Template, this Article is added. |
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| Article 27 In the event of a Shareholders’ Meetings held with video conference, this Company may offer a simple connection test to |
1. This Article is newly added. 2. To reduce communication problemsin the video |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| 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 Shareholders’ Meetings held with video conference, when declaring the Meeting open, the Chairman shall also declare, unless under a circumstance where a Meeting is not required to be postponed to or resumed at another time under Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or virtual participation in the Meeting is obstructed due to natural disasters, accidents or other force majeure events before the Chairman has declared the Meeting adjourned, and the obstruction continues for more than 30 minutes, the Meeting shall be postponed to or resumed on another date within 5 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 via video conference shall not attend the postponed or resumed session. For a Meeting to be postponed or resumed under the second Paragraph, the number of shares represented as well as voting rights and election rights already exercised by the Shareholders who have registered to participate in the affected Shareholders’ |
conference, and with reference to international practice, 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. With reference to Paragraph 1, Article 21 of the Sample Template, Paragraph 1 of this Article is newly added. 3. When the Company convenes a Shareholders’ Meeting with video conference, when declaring the Meeting open, the Chairman shall also declare that, if the virtual meeting platform or virtual participation is obstructed due to natural disasters, accidents, or other force majeure events and such obstruction cannot be eliminated for more than 30 minutes, the Meeting shall be postponed or resumed on another date within 5 days. In such case, the provisions of Article 182 of the Company Act, which require a resolution of the Shareholders’ Meeting before such action may be taken,shall not |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| Meeting via video conference and have successfully signed in the Meeting, but do not attend the postponed or resumed session, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session. During a postponed or resumed session of a Shareholders’ Meeting held under Paragraph 2, no further discussion or resolution is required for proposals for which votes have been cast and counted and results of the votes or the list of elected Directors have also been announced. When the Company convenes a hybrid Shareholders’Meeting, and the virtual Meeting cannot continue as described in Paragraph 2, if the total number of shares represented at the Meeting, after deducting those represented by Shareholders attending the Shareholders’Meeting via video conference, still meets the minimum legal requirement for a Shareholders’Meeting, then the Shareholders’ Meeting shall continue, and no postponement or resumption thereof under Paragraph 2 is required. Under the circumstances where a Meeting should continue as in the preceding Paragraph, the shares represented by Shareholders attending the Meeting via video conference shall be counted towards the total number of shares represented by Shareholders present at the Meeting, provided these Shareholders shall be deemed abstaining from voting on all proposals on the Meeting agenda of that Shareholders Meeting. |
apply. With reference to Paragraph 2, Article 21 of the Sample Template, Paragraph 2 of this Article is newly added. 4. In the event that the Company postpones or resumes a Meeting under Paragraph 2, Shareholders who have not registered to participate in the affected Shareholders’ Meeting via video conference (including solicitors and proxy agents) shall not attend the postponed or resumed session, in accordance with Paragraph 2, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. With reference to Paragraph 3, Article 21 of the Sample Template, Paragraph 3 of this Article is newly added. 5. Where the Company postpones or resumes a Meeting in accordance with Paragraph 2, the shares represented and the voting rights and election rights already exercised by Shareholders (including solicitors and proxy agents) who have registered to participate in the affected Shareholders’ Meeting via video conference and have |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| When postponing or resuming a Meeting according to Paragraph 2, this Company shall handle the preparatory work based on the date of the original Shareholders’ Meeting in accordance with the requirements listed under Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under second half of Article 12, and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, as well as Paragraph 2, Article 44-5, Article 44-15, and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the postponed or resumed Shareholders’ Meeting under Paragraph 2. |
successfully signed in the Meeting, but do not attend the postponed or resumed session, shall be counted toward the total number of shares, voting rights, and election rights represented at the postponed or resumed session, in accordance with Paragraph 3, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. With reference to Paragraph 4, Article 21 of the Sample Template, Paragraph 4 of this Article is newly added. 6. Where the Meeting cannot continue due to communication disruptions and must therefore be postponed or resumed, in order to reduce the time and cost required for the resumed Meeting, no further discussion or resolution is required for proposals for which votes have been cast and counted and results of the votes or the list of elected Directors have also been announced. With reference to Paragraph 5, Article 21 of the Sample Template, Paragraph 5 of this Article is newly added. 7. Considering that a hybrid Shareholders’ Meetingincludes both |
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| Revised clause | Clausein force | Explanation |
|---|---|---|
| a physical meeting and a virtual meeting held simultaneously, if the virtual meeting platform or virtual participation is obstructed due to force majeure events, the physical Shareholders’ Meeting may still proceed. Therefore, if the total number of shares represented at the Meeting, after deducting those represented by Shareholders attending the Shareholders’ Meeting via video conference, still meets the minimum legal requirement for a Shareholders’ Meeting, then the Shareholders’ Meeting shall continue, and no postponement or resumption thereof under Paragraph 2 is required. With reference to Paragraph 6, Article 21 of the Sample Template, Paragraph 6 of this Article is newly added. 8. Under the circumstances where a Meeting should continue as in Paragraph 6, the shares represented by Shareholders (including solicitors and proxy agents) attending the Meeting via video conference shall be counted towards the total number of shares |
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| Revised clause | Clausein force | Explanation |
|---|---|---|
| represented by Shareholders present at the Meeting, provided these Shareholders shall be deemed abstaining from voting on all proposals on the Meeting agenda of that Shareholders Meeting, in accordance with Paragraph 5, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. With reference to Paragraph 7, Article 21 of the Sample Template, Paragraph 7 of this Article is newly added. 9. Given that a Meeting postponed or resumed due to the aforementioned disruption is substantively the same as the original Shareholders’ Meeting, there is no need to repeat the preparatory work for the Shareholders’ Meeting due solely to the change in the meeting date in accordance with Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. With reference to Paragraph 8, Article 21 of the Sample Template, Paragraph 8 of this Article is newly added. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| 10.In addition, when a virtual-only Shareholders’ Meeting has been postponed, matters that are required to be publicly disclosed on the date of the Shareholders’ Meetingunder second half of Article 12, and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, as well as Paragraph 2, Article 44-5, Article 44-15, and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shall still be disclosed to Shareholders on the date of the postponed or resumed Meeting. With reference to Paragraph 9, Article 21 of the Sample Template, Paragraph 9 of this Article is newly added. |
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| Article 28 When the Company convenes a virtual-only Shareholders’ Meeting, the Company shall provide appropriate alternative measures available to Shareholders with difficulties in attending the Meeting online. Except in the circumstances set out in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, |
1. This Article is newly added. 2. When the Company convenes a virtual-only Shareholders’ Meeting, considering that Shareholders with digital divide may encounter difficulties in participating in the Meeting online, the Company shall provide appropriatealternative |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| the Shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which Shareholders may apply to the Company and other related matters requiring attention shall be specified. |
measures, such as allowing Shareholders to exercise their voting rights in writing or providing necessary equipment for Shareholders to participate in the Meeting. With reference to Article 22 of the Sample Template, this Article is newly added. |
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| Article29 These Rules shall be implemented upon approval by a Shareholders’ Meeting; the same shall apply when amendments are made hereto. |
Article25 These Rules shall be implemented upon approval by a Shareholders’ Meeting; the same shall apply when amendments are made hereto. |
The article number is renumbered as Article 29 to reflect the addition of the foregoing provisions. |
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3. Proposal:
Amendments to Article 13 and Article 22 of the Procedures for Acquisition or Disposal of Assets
Proposed by the Board of Directors
Explanatory Note:
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(1) The agenda is proposed in accordance with Article 29 of the Procedures for Acquisition or Disposal of Assets of the Company.
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(2) The proposed amendments to the Articles are as follows:
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A. To enhance scoring in ESG Evaluation (formerly Corporate Governance Evaluation), for transactions involving acquisition or disposal of assets with related parties that have already been approved by the Board of Directors, the actual transaction details shall be reported at the Annual Shareholders’ Meeting for the next year after the end of the year. Accordingly, Article 13 of the Procedures for the Acquisition or Disposal of Assets of the Company is proposed to be amended to add relevant provisions in Paragraph 4.
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B. In accordance with the amendment to the Regulations Governing the Acquisition or Disposal of Assets by Public Companies in Order No. Financial-Supervisory-Securities-Corporate-1140383333 issued by the Financial Supervisory Commission on July 24, 2025, Article 22 of the Procedures for the Acquisition or Disposal of Assets of the Company is proposed to be amended.
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(3) A comparison table of draft clauses and the clauses in force is attached.
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Resolution:
Attachment 6
Comparison Table for Draft Amendments to Article 13 and Article 22 of the Procedures for Acquisition or Disposal of Assets of China Steel Corporation
| Corporation | ||
|---|---|---|
| Revised clause | Clause in force | Explanation |
| Chapter 2 Article 13 When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches NT$300 million or more, except the trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors: 1. The purpose, necessity, and anticipated benefit of the acquisition or disposal of the asset. 2. The reason for choosing the related party as a trading counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 14 and Article 15 of the |
Chapter 2 Article 13 When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches NT$300 million or more, except the trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors: 1. The purpose, necessity, and anticipated benefit of the acquisition or disposal of the asset. 2. The reason for choosing the related party as a trading counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 14 and Article 15 of the |
1. To enhance scoring in ESG Evaluation (formerly Corporate Governance Evaluation), for transactions involving acquisition or disposal of assets with related parties that have already been approved by the Board of Directors, the actual transaction details shall be reported at the Annual Shareholders’ Meeting for the next year after the end of the year. 2. The relevant provisions described above are newly added as Paragraph 4. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| Procedures. 4. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party. 5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. 6. An appraisal report from a professional appraiser or a certified public accountant's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated with the transaction. (Paragraph 2 and 3 are omitted) If the Company has performed a transaction under Paragraph 1 with a related party, information about the actual transaction details should be reported at the Annual Shareholders’Meeting for the next year after the end of the year. |
Procedures. 4. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party. 5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. 6. An appraisal report from a professional appraiser or a certified public accountant's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated with the transaction. (Paragraph 2 and 3 are omitted) |
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| Chapter 3 Article 22 Under any of the following circumstances, the Company acquiring or disposing of assets, based on the nature of the event, shall publicly announce and report the relevant information on the FSC's designated website according to the format and content required by FSC within two days from the date of |
Chapter 3 Article 22 Under any of the following circumstances, the Company acquiring or disposing of assets, based on the nature of the event, shall publicly announce and report the relevant information on the FSC's designated website according to the format and content required by FSC within two days from the date of |
1. In accordance with the amendment to Article 31 of the Regulations Governing the Acquisition or Disposal of Assets by Public Companies (hereinafter “the Regulations”) announced by the Financial Supervisory CommissiononJuly |
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| Revised clause | Clausein force | Explanation |
|---|---|---|
| occurrence of the event: 1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches NT$300 million or more. However, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. trading reaching the limit on aggregate loss or loss on individual contract stipulated in Sub-item 2, Item 5, Subparagraph 1, Article 17 of the Procedures. 4. Acquisition or disposal of equipment or right-of-use assets thereof for business use, in which the trading counterparty is not a related party, and the transaction amount reaches5% or above of paid-in capital. 5. Acquisition of real property by engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, in which the trading |
occurrence of the event: 1. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches NT$300 million or more. However, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Merger, demerger, acquisition, or transfer of shares. 3. trading reaching the limit on aggregate loss or loss on individual contract stipulated in Sub-item 2, Item 5, Subparagraph 1, Article 17 of the Procedures. 4. Acquisition or disposal of equipment or right-of-use assets thereof for business use, in which the trading counterparty is not a related party, and the transaction amount reachesNT$1 billion or above. 5. Acquisition of real property by engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, in which the trading |
24, 2025, the monetary threshold under Subparagraph 4, Paragraph 1 is amended accordingly. 2. Similarly, in response to the amendment to the Regulations, a new Subparagraph 6 is added to Paragraph 1 to prescribe the announcement and reporting standards for investments in fixed- income instruments. 3. The existing Subparagraph 6, Paragraph 1 is renumbered as Subparagraph 7, with minor textual revisions. |
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| Revised clause | Clausein force | Explanation | |
|---|---|---|---|
| counterparty is not a related party, and the Company expects to invest NT$500 million or more. 6. Trading of government bonds, ordinary corporate bonds, or general bank debentures without equity characteristics (excluding subordinated debt) conducted on securities exchanges or OTC markets, which does not fall under the circumstances set forth in the proviso to Subparagraph 7 and where the counterparty is not a related party, and the transaction amount reaches 5 % or above of the Company’s paid-in capital. 7. Where an asset transaction other than any of those referred to in the preceding six subparagraphs or an investment in Mainland China reaches NT$300 million or more; however, this shall not apply to the following circumstances: (1) Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. (2) Trading of bonds under repurchase/resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (Paragraph 2 to 4 are omitted) |
counterparty is not a related party, and the Company expects to invest NT$500 million or more. 6. Where an asset transaction other than any of those referred to in the precedingfive subparagraphs or an investment in Mainland China reaches NT$300 million or more; however, this shall not apply to the following circumstances: (1) Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. (2) Trading of bonds under repurchase/resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. (Paragraph 2 to 4 are omitted) |
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Extraordinary Motions
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Rules and Regulations
1.
China Steel Corporation Rules Governing Procedures for Shareholders’ Meeting
The Rules are agreed and signed on 1975, firstly amended on 1982, secondly amended on 1984, thirdly amended on 1997, fourthly amended on 2004, fifthly amended on 2006, sixthly amended on 2008, seventhly amended on 2011, eighthly amended on 2012, ninthly amended on 2015, tenthly amended on 2016, eleventhly amended on 2019, twelfthly amended on 2021.
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Article 1 Shareholders’ Meeting of the Company (the “Meeting”), except as otherwise stipulated by law or the Articles of Incorporation, shall be conducted in accordance with these Rules.
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Article 2 Unless relevant laws and regulations provide otherwise, the Company’s Meeting shall be convened by the Board of Directors.
Reasons for convening the Regular Meeting or Extraordinary Meeting shall be specified in the notice and announcement given to the shareholders at least thirty days or fifteen days prior to the Meeting date. The notice may be given by means of electronic communication if the Company obtains prior consent by the recipients. The announcement for shareholders who own less than 1,000 shares of nominal stocks may be made as referred to the next paragraph of this Article.
Thirty days before the Company convenes a Regular Meeting or fifteen days before an Extraordinary Meeting, the Company shall prepare electronic files of the Meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, and other matters on the Meeting agenda, and upload them to the Market Observation Post System.
Where there are proposals relating to election or dismissal of directors, amendments to the Articles, 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, dissolution, merger or spinoff of the Company, or relating to Paragraph 1, Article 185 of the Company Act, Article 43-6 of the Securities Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, these proposals shall be enumerated in the notice of the reasons for convening the Meeting and extraordinary motions for such proposals shall be prohibited. The essential contents of the above proposals may be posted on the website designated by the competent authority in charge of securities affairs or the Company, and such website shall be indicated in the above notice.
Where re-election of all Directors as well as their inauguration date is stated in the notice of the reasons for convening the Shareholders’ Meeting, such inauguration date shall not be altered by any extraordinary motion or otherwise in the said meeting after the completion of the re-election in the same meeting.
Shareholders holding one percent or more of the total number of outstanding shares may propose in writing to the Company a proposal for discussion at a Regular Meeting, provided only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. Proposals that are under the circumstances as specified in Paragraph 4, Article 172-1 of the Company Act may not be included in the agenda by the Board of Directors.
Prior to the date on which share transfer registration is suspended before convening the Regular
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Meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals in writing or by way of electronic transmission. The period for accepting such proposals shall be no less than ten days.
The number of words of a proposal to be submitted by a shareholder shall be limited to no more than three hundred. The shareholder who has submitted a proposal shall attend, in person or by proxy, the Meeting where his/her proposal is to be discussed and shall take part in the discussion of such proposal.
The Company shall, prior to preparing and delivering the Meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the Meeting notice the proposals conforming to the requirements set out in this Article. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause of exclusion of such proposals and explanation shall be made by the Board of Directors at the Meeting to be convened.
Article 2-1The Company shall prepare the agenda handbook for the Meeting in compliance with the rules by the competent authorities.
20 days before the Company is to convene a Regular Meeting, or 15 days before an Extraordinary Meeting, it shall prepare an electronic file of the annual report, annual financial statements, the Meeting notice, the Meeting agenda handbook and the supplemental materials in both Chinese and English, and upload it to the Market Observation Post System. Fifteen days before the Company is to convene a Meeting, it shall prepare the Meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and the professional stock registrar and transfer agent designated by the Company, and distributed on-site at the Meeting.
- Article 3 A shareholder may appoint a proxy to attend a Meeting in his/her behalf by executing a proxy form printed and issued by the Company stating therein the scope of power authorized to the proxy.
A shareholder may only execute one proxy form and appoint one proxy only, and shall serve such written proxy form on the Company no later than five days prior to the date of the Meeting. When two or more written proxy forms are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to rescind the previous written proxy form is made in the proxy form which comes later.
After the service of the proxy form on the Company, in case the shareholder issuing the said proxy form intends to attend the Meeting in person or to exercise his/her voting rights in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the Company two days prior to the date of the Meeting. Otherwise, the voting rights exercised by the authorized proxy at the Meeting shall prevail.
- Article 3-1The Company shall state in the Meeting notice that a shareholder who does not attend the Meeting nor authorize a proxy to attend the Meeting may exercise his/her voting rights in writing or by way of electronic transmission. A shareholder who exercises voting rights at a Meeting in writing or by way of electronic transmission shall be deemed to have attended the said Meeting in person, but shall be deemed to have waived his/her voting rights with respect to any extraordinary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said Meeting.
A shareholder who intends to exercise voting rights in writing or by way of electronic transmission as in the preceding paragraph shall serve a declaration of intent on the Company
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two days prior to the date of the Meeting, whereas if two or more declarations of the same intention are served on the Company, the first declaration of such intention received shall prevail; unless an explicit statement to rescind the previous declaration is made in the declaration which comes later.
In case a shareholder who has exercised voting rights in writing or by way of electronic transmission intends to attend the Meeting in person, he/she shall, two days prior to the date of the Meeting and in the same manner previously used in exercising his/her voting rights, serve a separate declaration of intent to rescind previous declaration of intent made in exercising the voting rights under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intent, the voting rights exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised voting rights in writing or by way of electronic transmission, and has also authorized a proxy to attend the Meeting, then the voting rights exercised by the authorized proxy for the said shareholder shall prevail.
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Article 4 The Meeting shall be convened at the location of the Company or at any place that facilitates shareholder attendance and is suitable for the convening of a Meeting. Starting times of Meetings shall not be earlier than nine o'clock in the morning or later than three o'clock in the afternoon.
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Article 5 The Company shall specify the timeframe and location for shareholders’ attendance registration, and other important notes.
The aforementioned timeframe for shareholders’ attendance registration shall be at least thirty minutes before the time scheduled to start the Meeting. The Company shall set clear sign and assign sufficient numbers of suitable personnel to handle attendance registrations at the location.
Shareholders themselves or the proxies designated by the shareholders (hereinafter, "shareholders") shall be admitted to attend Meetings based on the attendance badge, the attendance sign-in card, and other evidentiary documents. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also carry proof of identification and have such proof ready for checking.
The Company shall deliver the Meeting handbook, the annual report, the attendance badge, the attendance sign-in card, the comments form, the ballot and other Meeting materials to shareholders who attend the Meeting; if Directors are being elected, election ballots should also be enclosed.
For government and corporate shareholders, the number of representatives present at a Meeting is not limited to one person. When a juristic person is commissioned to attend a Meeting, it may only appoint one representative to attend.
- Article 6 If the Board of Directors convenes a Meeting, the position of the Chairman of the Meeting is filled by the Chairman of the Board. If the Chairman of the Board takes leave or is unable to exercise functional responsibilities with cause, the Chairman of the Board shall appoint one Director to act as agent. In cases where the Chairman of the Board has not appointed an agent, the Directors will nominate one person from among themselves to act on his/her behalf.
In the case that a Director is appointed to act as the aforementioned Chairman of the Meeting, the Director shall be the one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same provision shall apply mutatis mutandis to the case that the Chairman of the Meeting is acted by the representative of a Juristic Director.
If the Meeting is convened by a person with convening authority other than the Chairman of the
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Board, the position of the Chairman of the Meeting is filled by the said authorized convener. If there are two or more authorized conveners, they shall nominate one person from among themselves to fill the position.
- Article 7 Meetings convened by the Board of Directors shall be hosted by the Chairman of the Board and attended in person by a majority of the Directors on the Board, the convener of the Audit Committee, and at least one representative from each Board Committees. The attendance shall be recorded in minutes of the Meeting.
The Company may designate retained attorneys, accountants or relevant personnel as nonvoting attendees at Meetings.
- 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 Meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
- Article 9 The calculation basis for attendance at the Meeting shall be shares. Number of shares of shareholders present at the meeting shall be calculated based on the sign-in cards submitted. Should the voting rights at the Meeting be exercised in writing or by way of electronic transmission as in Paragraph 1, Article 3-1, the number of votes thereof shall be included.
During the course of Meetings, the number of votes of shareholders present at the meeting shall be continuously projected on a screen located on the rostrum. If the total number increases, the number should be updated real-time.
- Article 10 When the Meeting time arrives, the Chairman of the Meeting shall immediately announce the start of the Meeting and the information on shares with no voting rights as well as the number of shares in attendance, except when a quorum of shareholders representing more than half of the outstanding shares is not present, in which case the Chairman of the Meeting shall announce a postponement of the Meeting. The number of postponements is limited to two, and the total time of the postponements must not exceed one hour. If, after two postponements, there is still not a quorum of shareholders representing more than half of the number of outstanding shares present, with the exception of instances handled in accordance with Paragraph 2, the Chairman of the Meeting shall announce failure to convene the Meeting due to the lack of a quorum.
If, after the two postponements in the preceding paragraph, there is still an insufficient quorum, but shareholders representing one-third or more of outstanding shares are present, the Meeting may be stipulated as a tentative resolution in accordance with Paragraph 1, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another Meeting shall be reconvened within one month. However, special resolution matters stipulated by the Company Act and other regulations or Articles are not applicable in this case.
Prior to the conclusion of the current Meeting, if the number of shares represented by the shareholders present reaches a majority of outstanding shares, the Chairman of the Meeting may resubmit tentative resolutions already made for a vote by the shareholders in accordance with the provisions of Article 174 of the Company Act.
- Article 11 For Meetings convened by the Board of Directors, the Meeting agenda shall be set by the Board of Directors. Meetings shall proceed according to the arranged agenda, which must not be changed without a resolution of the Meeting.
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For Meetings convened by authorized conveners other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.
Prior to the conclusion of proceedings for the arranged agendas in the preceding two paragraphs (including extraordinary motions), without a resolution, the Chairman of the Meeting must not declare the Meeting adjourned; in the event that the Chairman of the Meeting declares the Meeting adjourned in violation of these rules, the other members of the Board of Directors shall quickly assist shareholders present to follow legal procedures to elect someone to serve as Chairman of the Meeting by a majority vote of the number of votes of shareholders present at the Meeting, in order to continue with the Meeting.
When procedures conclude, after the Chairman of the Meeting has declared the Meeting adjourned in accordance with these rules, shareholders must not elect another Chairman of the Meeting to hold a Meeting at the same site or another site.
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Article 12 The Chairman of the Meeting shall strictly enforce these rules from a position of impartiality and detachment to enable the Meeting to proceed smoothly.
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Shareholders present are obligated to adhere to these rules, to take the floor politely, and to maintain order in the Meeting venue.
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Article 13 Prior to taking the floor, shareholders present must complete a speech note stating the key points to be expressed and the account number and name of the shareholder. The sequence of speakers will be arranged by the Chairman of the Meeting.
Shareholders present that only submit speech notes but do not speak shall be deemed as not having spoken. In the event that the content expressed does not match that of the speech note, the content expressed shall prevail.
Without the consent of the Chairman of the Meeting, each shareholder may speak no more than two times on the same agenda item, and each time may not exceed five minutes. If shareholders’ speeches violate provisions or exceed the scope of the agenda item, the Chairman of the Meeting may restrain shareholders from speaking.
When shareholders present take the floor, the other shareholders must not speak to interrupt them unless they have solicited and received the consent of the Chairman of the Meeting and the speaking shareholder; the Chairman of the Meeting shall restrain violators.
In the event that corporate shareholders have designated two or more representatives to attend the Meeting, only one person may speak on the same agenda item.
After the shareholders present have spoken, the Chairman of the Meeting may reply personally or designate the relevant personnel to reply.
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Article 14 When the agenda items and the amended and substitute items thereof or extraordinary motions have been well discussed, the Chairman of the Meeting may end the discussion and put them to a vote if he/she deems it appropriate.
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Article 15 Each share in a shareholder’s possession shall have one voting right, except for shares having restricted/ no voting rights as regulated in Subparagraph 3, Paragraph 1, Article 157 and Paragraph 2, Article 179 of the Company Act, and other related laws and regulations.
For the purposes of resolutions by the Meeting, the number of shares owned by shareholders bearing no voting rights shall be excluded from the calculation of the total number of shares outstanding.
Except when exercising their right to elect Directors, when shareholders have personal interests
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in meeting matters, such that there is concern that they may damage the Company's interest, they must not participate in voting, and must not exercise voting rights on behalf of other shareholders. Therefore, the number of such shares not permitted to exercise voting rights is not counted in the number of votes of shareholders present at the Meeting.
With the exception of trust enterprises or stock affairs agency institutions approved by the competent securities authority, the number of voting rights represented by any one person commissioned by two or more shareholders must not exceed three percent of the voting rights for total outstanding shares; when exceeded, the voting rights in excess of the limit will not be counted, but they will still be counted among the number of votes of shareholders present at the Meeting.
Article15-1Except for the exercise of voting rights in writing or by way of electronic transmission as regulated in Paragraph 1 of Article 3-1, the means of voting will be determined by the Chairman of the Meeting at one of the following methods:
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(1) Ballot voting
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(2) Voting by means of electronic transmission, such as key in by barcode and keyboard.
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Article 16 Unless otherwise stipulated in the Company Act, other regulations, and the Articles of Incorporation, resolutions shall be adopted by a majority of the number of votes of shareholders present at the Meeting.
When proposals are putting to the vote, the Chairman of the Meeting or the one who is designated by the Chairman of the Meeting shall announce the number of votes of shareholders present at the Meeting and arrange for shareholders to vote on each separate proposal in the Meeting agenda. Following conclusion of the meeting, the Company shall enter the voting results on the same day, namely the numbers of votes cast for and against and the number of abstentions, through the Market Observation Post System.
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Article 17 If amended proposals or substitute proposals exist for the same proposal, the Chairman of the Meeting will determine the sequence of voting together with the original proposal. If one of these proposals has already passed, the other proposals shall be deemed rejected, therefore unnecessary to put them to a vote.
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Article 18 Before voting, three ballot examiners appointed by the Chairman of the Meeting and several ballot counters shall be ready to perform their related duties. The ballot examiners shall be the Company’s shareholders.
Ballot counting for proposals or election shall proceed publicly in the meeting venue. On counting ballots, the results shall be reported, including the number of votes, and recorded on site.
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Article 19 Where there is an election of Directors, elections shall be handled in accordance with Rules Governing the Election of Directors formulated separately by the Company.
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Article 20 Resolutions adopted at a 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 distributed to all shareholders within twenty days after the close of the Meeting.
The minutes of the Meeting as required in the preceding paragraph may be prepared by means of electronic transmission; the minutes may be distributed by means of a public notice via Market Observation Post System.
The minutes of the Meeting shall record the date and venue of the Meeting, the name of the
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Chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the Meeting. The minutes shall be kept permanently throughout the life of the Company and fully disclosed on the Company’s official website.
The method of adopting resolutions in the preceding paragraph where the shareholders’ opinions are solicited and the proposal are unanimously agreed, the minutes of the Meeting shall state ” the resolution is unanimously adopted by all shareholders attending the shareholders' meeting after the Chairman inquires all attending shareholders' opinion”. However, as to any proposal that has received any dissent and been adopted in Meeting, the minutes of the Meeting shall record the method and result of the voting. With respect to the election of Directors, the minutes of the Meeting shall record the method of voting adopted and the total number of votes for the Directors who were elected.
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Article 21 The Company shall, on the date of the Meeting, draw up a statistics table of the number of shares obtained by solicitors and the number of shares represented by proxy, in accordance with the required format, and display it prominently in the Meeting venue.
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Article 22 If matters resolved by the Meetings include material information as stipulated by law or the regulations of the Taiwan Stock Exchange Corporation, the Company shall enter the contents into the Market Observation Post System within the required time limit.
Article 23 Meeting affairs personnel shall wear identification badges or armbands.
The Chairman of the Meeting may direct the sergeants at arms or security guards to assist in maintaining order in the Meeting venue. When assisting in maintaining on-site order, the sergeants at arms or security guards shall wear armbands or badges with the words “Sergeant at Arms”.
If the Meeting venue is equipped with amplification equipment, and shareholders use their own amplification equipment rather than the equipment provided by the Company, the Chairman of the Meeting may stop them.
In the event that shareholders violate these rules by failing to take corrective action as instructed by the Chairman of the Meeting, thereby obstructing the proceedings, or exhibit other conduct that is obstructive to Meeting venue order, the Chairman of the Meeting may direct the sergeant at arms or security guards to ask those failing to comply with the Chairman's efforts to stop such conduct to leave the Meeting venue.
- Article 24 While the Meeting is in progress, the Chairman of the Meeting may announce at his/her own discretion a recess time; should force majeure events occur, the Chairman of the Meeting may exercise his/her judgment to temporarily suspend the Meeting, and to announce the time at which the Meeting will continue.
In the event that use of the Meeting venue cannot be continued before the agenda (including extraordinary motions) is concluded, the Meeting may resolve to find another venue to continue the Meeting.
The Meeting may resolve to postpone or continue the Meeting within five days, in accordance with the provisions of Article 182 of the Company Act.
- Article 25 These Rules shall be implemented upon approval by a Shareholders’ Meeting; the same shall apply when amendments are made hereto.
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2.
CHINA STEEL CORPORATION ARTICLES OF INCORPORATION
CHAPTER ONE GENERAL PROVISIONS
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Article 1 This company is organized and established under the provisions of "Company Limited by Shares" of the R.O.C Company Act, and is named CHINA STEEL CORPORATION (hereinafter referred to as "the Company").
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Article 2 The scope of the business engaged in by the Company is as follows:
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CA01010 Iron and steel refining;
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CA01030 Steel casting;
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CA01020 Iron and steel rolls over extends and crowding;
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CA01050 Iron and steel Rolling, drawing, and extruding;
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CA02080 Metal forging industry;
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CA03010 Metal Heat treating;
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CA04010 Metal Surface treating;
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E103101 Environmental protection construction ;
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E602011 Refrigeration and air conditioning engineering;
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CB01010 Machinery and Equipment Manufacturing;
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CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing;
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E604010 Machinery Installation Construction;
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ZZ99999Any other businesses that are not prohibited or restricted by laws, except for businesses requiring special approvals.
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Article 2-1The Company may endorse and guarantee for business needs according to its operation procedure of endorsement and guaranty.
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Article 2-2The Company’s total investment in other companies as one of their limited liability shareholders shall not exceed one hundred and eighty percent of the Company’s paid-in capital, and that among such investments, those made in non-steel-related businesses shall not exceed twenty percent of the Company’s paid-in capital.
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Article 3 The Company is located in Kaohsiung, Taiwan, Republic of China, and may establish branch offices at proper places in domestic area or overseas.
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Article 4 Unless otherwise stipulated by the competent authority in charge of securities affairs, any announcement of the Company shall be made in the prominent section of vernacular daily newspaper issued at where the Company is located.
CHAPTER TWO SHARES
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Article 5 The total capital of the Company is one hundred and seventy billion New Taiwan Dollars (NT$170,000,000,000), which is divided into seventeen billion shares (17,000,000,000), at a par value of ten New Taiwan Dollars (NT$10) per share. The shares shall be issued in installments. Preferred shares may be issued within the number of aforementioned shares.
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Article 6 If there is profit in any given fiscal year, the Company shall set aside no less than 0.1% as the remuneration in stock or cash for employees, out of which 30%-50% shall be distributed to non-
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executive employees, and no more than 0.15% as the remuneration for Directors under the resolution of the Meeting of the Board of Directors and shall be reported in the shareholders’ meeting. Nevertheless, accumulated losses shall be offset in advance.
In case of any earnings earned in any given fiscal year being reported from the Company’s final annual accounting, the Company shall appropriate or reverse a special reserve firstly after taxes, losses and legal reserves have been paid, made up and set aside respectively. Secondly, a preferred share dividend shall be distributed at 14% of the par value, and a common share bonus shall be distributed at no more than 14% of the par value. In case the account still remains any distributable earnings, additional bonuses shall be distributed according to the percentage of shares held by each shareholder of preferred and common shares.
When necessary, the Company may, upon a resolution by a shareholders’ meeting, set aside special reserved earnings surplus or retained earnings first after distribution of dividends for preferred shares. In case of no earnings in a given year or in the event that the earnings are insufficient to cover the distribution of dividends for preferred shares, the outstanding dividends for distributable preferred shares shall accrue and be made up firstly when there are earnings in any subsequent year.
When distributing the annual earnings, the Company may first consider the financial status and other operational factors of the Company, and may allocate partial or all of the reserves in accordance with laws and regulations.
The Company’s business life cycle is in the stage of steady growth. Pursuant to the distribution of the dividends and shareholders’ bonuses provided in the preceding paragraph, cash distributed shall be no less than 75% and shares distributed no more than 25%.
The priority and proportions for distributing the remaining company properties for preferred shares shall be the same as those for common shares.
Shareholders of preferred shares shall have no right to vote for members of the Boards of Directors, and their other rights and obligations shall be the same as those of shareholders of common shares.
Preferred shares issued by the Company may be redeemable.
Shareholders of preferred shares may request a conversion of preferred shares into common shares.
- Article 7 Except for shares not physically printed, shares of the Company shall be numbered and more than three members of the Board of Directors shall affix their names or seals thereto. Shares shall then be issued upon certification by competent authorities or issuance registration authorities approved thereby.
For shares of the Company not physically printed, the central securities depository business agencies shall be contacted to record them.
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Article 8 Except for shares of the Company not physically printed, all shares shall be nominal stocks. The true names of shareholders shall be indicated on the shares. Where the government or a juristic person is a shareholder, the addresses and true names of the government, the juristic person, or the representative thereof shall be recorded on the shareholder roster of the Company. In the event that a share shall be jointly owned by two or more shareholders, one of the persons shall be elected as a representative.
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Article 9 Anything in relation to transfer/assignment, loss or destruction of share certificates shall be handled in accordance with the Company Act and the Criteria for Handling Stock Affairs of
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Public Company promulgated by the Authority concerned.
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Article 10 The Company may charge the necessary fees and costs for replacement or re-issue of share certificates due to detachment, stain/damage, loss or destruction, or conversion of preferred shares into common shares.
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Article 11 The shareholder of the Company shall submit specimens of signature or registered seal (chop) to the Company for the purpose of transferring/assigning share certificates and exercising shareholder's right specified in Part 3, Chapter 5 of the Company Act.
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Article 12 In case the registered seal (chop) as recorded in the Company is lost, destroyed or replaced by another seal style for other reasons, the Shareholder shall take a new seal for replacing the original one in accordance with the Criteria for Handling Stock Affairs of Public Company promulgated by the Authority concerned.
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Article 13 The register of share transfer shall not be made within sixty (60) days prior to a shareholders' regular meeting or within thirty (30) days prior to a shareholders' extraordinary meeting or within five (5) days prior to the date fixed for allocating dividends, bonuses or other benefits.
CHAPTER THREE SHAREHOLDERS' MEETING
Article 14 The Company shall hold the following two types of shareholders’ meetings:
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A regular shareholders’ meeting.
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An extraordinary shareholders’ meeting.
A regular shareholders’ meeting shall be convened by the Board of Directors in accordance with law within six months after the end of each fiscal year, and an extraordinary shareholders’ meeting shall be held in accordance with law when necessary.
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Article 15 The procedure for convening shareholders' meeting is in accordance with the Company Act, Securities and Exchange Law, and other regulations concerned.
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Article 16 Unless otherwise provided by the Company Act and other laws or this Articles of Incorporation, a shareholders’ meeting shall only be held when shareholders representing a majority of total number of outstanding shares are present. A resolution at such a meeting shall be adopted by a majority vote of shareholders present, who represent more than one-half of the total number of voting shares.
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Article 17 In the event that the shareholders present at a shareholders’ meeting fall short of representing the required number of shares in the preceding paragraph, provided, however, that where shareholders representing more than one-third of the total number of outstanding shares are present, upon consent of shareholders representing more than one-half of the voting shares present, a tentative resolution may be adopted. This tentative resolution may be sent to the shareholders in writing at the latest addresses of the shareholders on the shareholders’ directory. Another shareholders’ meeting shall be convened within one month. In the event that at the reconvened shareholders’ meeting, shareholders representing more than one-third of the total number of outstanding shares are again present, upon consent of shareholders representing more than half of the voting shares present, an official resolution may be adopted.
The tentative resolution in the preceding paragraph shall not apply to any special item for resolution as provided in the Company Act and other laws or this Articles of Incorporation.
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Article 18 Each shareholder of the Company shall have one vote per share, unless otherwise the vote is subject to restrictions or the voting power does not exist pursuant to item 3 of Article 157, Paragraph 2 of Article 179 of the Company Act and any other related laws and regulations.
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Article 19 In case a shareholder is unable to attend the shareholders' meeting, he may delegate an agent to attend and to exercise all rights at the meeting for him by submitting a letter of consignor singed or sealed by the shareholder himself. A proxy needs not to be a shareholder of the Company.
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Article 20 Chairman of the Board shall preside at the shareholders' meeting. When Chairman of the Board is on leave or absent, he may designate a Director to act on his behalf, and if no proxy is designated, one Director shall be elected from among the Directors to preside the meeting. When a shareholders' meeting is convened by any person who is not a member of Board of Directors but has the convening right, he/she shall act as the chairman of that meeting; provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
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Article 21 The resolution of the shareholders' meeting shall be recorded in the minutes, and such minutes which are kept in the record of the Company shall be signed by the chairman of the meeting and shall be sent, together with attendance list and letter of consignor, to the Board of Directors.
CHAPTER FOUR DIRECTORS
- Article 22 The Company shall have nine to fifteen Directors, who shall be nominated as candidates and elected by shareholders from a list of candidates.
When Directors are elected at a shareholders’ meeting, the number of votes exercisable per share shall be the same as the number of Directors to be elected. Such votes may be cast collectively to elect one person or allocated to elect several persons, and the person(s) who receive(s) ballots representing a plurality of votes shall be elected as Directors.
The number of Independent Directors among the number of Directors to be elected in each term in accordance with the paragraph 1 of this article shall be no less than three and no less than onefifth of the number of persons to be elected
The professional qualifications, restriction on the number of shares held and simultaneous positions served, the determination of independence, the methods of nomination, and other matters to be observed by the Independent Directors shall be governed by applicable provisions of the securities-related laws.
Independent Directors and non-Independent Directors shall be separately nominated and elected together, and the number of Directors elected shall be calculated separately.
Article 23 Directors shall be elected for a term of three years and may be reappointed upon reelection.
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Article 24 The Board of Directors shall elect its Chairman of the Board from among the Directors by a majority of the Directors in a meeting attended by over two-third of all Directors. The Chairman of the Board shall externally represent the Company to handle all related business.
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Article 25 Except for the first meeting of a newly elected Board of Directors, which shall be convened by the Director who has won votes representing the largest number of the voting power at a shareholders’ meeting, meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors.
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Meetings of the Board of Directors shall be convened once every quarter. However, the frequency of convening the meetings may increase when necessary.
When convening a Board meeting, members of the Board of Directors shall be notified of the date, location, agenda of the meeting and sufficient meeting materials seven days in advance. In the event of an emergency, such a meeting may be convened at any time.
The notice set forth in the preceding paragraph may be effected by means of writing or electronic transmission. In the event of an emergency, such a meeting may be notified by any other appropriate means. Any member of the Board of Directors may declare a waiver of the notice in writing.
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Article 26 The Chairman of the Board shall preside at all meetings of the Board of Directors. In case of his absence, Chairman of the Board may designate a Director to act on his behalf; if no Director is designated, the Directors may designate one from among themselves.
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Article 27 Unless otherwise provided by the Company Act and other laws, a meeting of the Board of Directors shall only be held when a majority of incumbent Directors present and a resolution shall be adopted upon consents by a majority of the Directors present.
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Article 28 Unless otherwise provided by securities-related laws, a Director may authorize another Director to attend a meeting of the Board of Directors by a letter of consignor, and to exercise his right to vote with respect to all matters submitted to the meeting, provided, however, each Director may not act as proxy for more than one other director.
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Article 29 The Board of Directors shall perform its duties in compliance with the statutes, the Article of Incorporation, and the resolution of the shareholders’ meeting.
Article 30 The powers of the Board of Directors are listed as follows:
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To increase or decrease capital;
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To approve the Company's organization rules;
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To establish or abolish the branch offices;
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To review and approve the annual directives and operational budgets;
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To review and approve the annual Business Report and Financial Reports;
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To review and approve the project-type capital expenditure budget;
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To appropriate the earnings or make up the loss;
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To approve the borrowing money from domestic or foreign loans of which the amount and term are over the delegated power of the Board of Directors;
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To approve the offering, issuance or private placement of any equity-type securities as well as the issuance of non equity-type corporate bonds;
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To adopt or amend the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others, and the internal control system as well as to approve other important by-laws;
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To approve the primary rights and obligation of important agreements;
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To approve the appointment or discharge of Vice President and higher position, and financial, accounting and internal audit officers;
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To approve the standards of salary for employees;
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To approve investments and other equity interests;
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To approve endorsement and guaranty within the Company’s operation procedure of endorsement and guaranty;
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To approve loaning of funds to other parties within the Company’s procedures for loaning of funds to other parties; and
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To review and approve the authorities which are empowered by other statutes
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Article30-1The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. Other matters not mentioned in Article shall be handled in accordance with Company Act, Securities Exchange Act, other relevant laws or regulations, and procedures of the Company.
The provisions regarding the power of supervisors in the Securities and Exchange Act, the Company Act, and other laws and regulations shall apply to the audit committee, except the provisions listed in Paragraph 4 of Article 14-4 of the Securities and Exchange Act. A resolution of the audit committee shall have the concurrence of one-half or more of all members; the convener of audit committee shall externally on behalf of the committee.
Article 30-2 (Has been deleted)
Article 31 (Has been deleted)
Article 32 (Has been deleted)
Article32-1The traveling allowance of Directors, the remuneration of Independent Directors and the salary of Chairman of Board are discussed and approved by the Board of the Directors referring to the standard payments of related crafts and listing companies. Other payments shall also be given to Chairman of Board pursuant to related by-laws in respect of employee’s compensation.
The retirement provisions referred to in the “Labor Standards Act” shall apply mutatis mutandis to Chairman of the Board in calculating the severance or retirement payment, and are not restricted by age, or tenure of the Chairman himself.
Article32-2In the event that any Director is engaged in any act in competition with the Company, such a Director shall report to the shareholders’ meeting in advance and obtain shareholders’ approval in accordance with the provisions of Article 209 of the Company Act.
Article32-3The Company may take out liability insurance for directors with respect to liabilities resulting from exercising their duties during their terms of occupancy so as to reduce and spread the risk of material harm to the Company and shareholders arising from the wrongdoings or negligence of a Director .
CHAPTER FIVE MANAGERIAL PERSONNEL AND EMPLOYEES
- Article 33 The Company shall have one President, one Executive Vice President, and several Vice Presidents.
The appointment, discharge and remuneration of managerial personnel as enumerated in the preceding paragraph shall be pursuant to the Article 29 of the Company Act.
The Directors may concurrently act as managerial personnel as enumerated in the first paragraph of this Article.
- Article 34 President manages the execution of the Company’s all businesses in accordance with the resolutions of the Board of Directors, as well as has the right of signature for the Company. Executive Vice President and Vice Presidents have their respective rights of signature for the
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Company within the scope of the Company’s rules or written authorization approved by President.
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Article 35 Assistant Vice Presidents and the same ranking personnel, and the first echelon supervisors shall be appointed by the Chairman of the Board under the proposal of President. The other employees shall be appointed or employed by President. If such appointment shall be approved by the Board of Directors as provided by law, it shall be pursuant to the law.
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Article 36 Unless otherwise provided by laws, ordinances, or employment contracts, the discharge or employment of employees shall be handled in accordance with the Personnel Administration Rules or other relevant work regulations of the Company.
CHAPTER SIX FINANCIAL REPORTS
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Article 37 The fiscal year for the Company shall be from January 1 to December 31 of every calendar year. The name of the operation year shall be the calendar year of Republic of China. After the close of every operation year, the following reports shall be prepared by the Board of Directors, and shall be submitted by the Board of Directors to the regular shareholders' meeting for acceptance:
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The business report;
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The financial statements; and
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The surplus earning distribution or loss off-setting proposals.
Article 38 (Has been deleted)
CHAPTER SEVEN SUPPLEMENTARY PROVISIONS
- Article 39 Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a Director, official or employee of the Company, or any corporation which he services as such position at the request of the Company, shall be indemnified by the Company against any loss, liability or other reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or filing appeal. However, such a Director, official or employee is personally liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights which such a Director, official or employee may be entitled to.
Article 40 (Has been deleted)
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Article 41 In regard to any matters not provided in this Articles of Incorporation, they shall be in pursuance of Company Act and other related laws or regulations.
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Article 42 This Articles of Incorporation are agreed and signed on Nov. 2, 1971, firstly amended on Dec. 28, 1973, secondly amended on Jun. 25, 1974, thirdly amended on Oct. 5, 1974, fourthly amended on Jun. 28, 1975, fifthly amended on Jun. 6, 1976, sixthly amended on Jun. 25, 1977, seventhly amended on Oct. 14, 1978, eighthly amended on Oct. 20, 1979, ninthly amended on Sep. 20, 1980, tenthly amended on Sep. 26, 1981, eleventh amended on Nov. 20, 1982, twelfth amended on Sep. 22, 1984, thirteenth amended on Feb. 16, 1985, fourteenth amended on Nov. 23, 1985, fifteenth amended on Dec. 20, 1986, sixteenth amended on Sep. 17, 1988, seventeenth amended on Sep. 27, 1989, eighteenth amended on Sep. 27, 1990, nineteenth amended on Sep. 26, 1991, twentieth amended on Sep. 25, 1992, twenty-firstly amended on Sep. 24, 1993, twentysecondly amended on Sep. 22, 1994, twenty-thirdly amended on May 26, 1995, twenty-fourthly amended on Oct. 20, 1995, twenty-fifthly amended on Nov. 6, 1996, twenty-sixthly amended on
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Dec. 30, 1997, twenty-seventhly amended on Apr. 30, 1999, twenty-eighthly amended on Jun. 8, 2000, twenty-ninthly amended on May 31, 2001, thirtieth amended on Jun. 20, 2002, thirtyfirstly amended on Jun. 18, 2003, thirty-secondly amended on Jun. 17, 2004, thirty-thirdly amended on Jun. 14, 2005, thirty-fourthly amended on Jun. 15, 2006, thirty-fifthly amended on Jun. 21, 2007, thirty-sixthly amended on Jun. 19, 2008, thirty-seventhly amended on Jun. 19, 2009, thirty-eighthly amended on Jun. 23, 2010, thirty-ninthly amended on Jun. 15,2011 and fortieth amended on Jun. 15, 2012, and forty-firstly amended on Jun. 19, 2013, forty-secondly amended on Jun. 18, 2014, forty-thirdly amended on Jun. 23, 2015, forty-fourthly amended on Jun. 23, 2016, forty-fifthly amended on Jun. 21, 2018 and forty-sixthly amended on Jun. 19, 2025.
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List of Shareholding by Current Directors
(As of the start date of suspension of share registration, March 24, 2026)
| Title | Name | Name | Number of Shares Held (Commonshares) |
Percentage Held (%) |
|---|---|---|---|---|
| Chairman | Chien-Chih Hwang | The representative of Ministry of Economic Affairs |
3,154,709,357 | 20.00 |
| Director | Chien-Hsin Lai | |||
| Director | Wen-Chung Hu | |||
| Director | Shou-Tao Chen | The representative of Gau Ruei Investment Corporation |
1,493,318 |
0.01 |
| Director | Jih-Jau Jeng | The representative of Ever Wealthy International Corporation |
4,226,265 |
0.03 |
| Director | I-Chi Yang | The representative of Labor Union of China Steel Corporation, Kaohsiung City |
7,221,487 |
0.05 |
| Director | Jung-Chi Chang | The representative of Chiun Yu Investment Corporation |
1,623,289 |
0.01 |
| Independent Director |
Shih-Kun Wang | 0 | 0 | |
| Independent Director |
Chia-Chi Lu | 0 | 0 | |
| Independent Director |
Wan-Ru Yang | 0 | 0 | |
| Independent Director |
Yu-Chin Liao | 0 | 0 | |
| Total number of shares held by all Directors | 3,169,273,716 | 20.10 | ||
| Required minimum number of shares held by all Directors |
160,000,000 |
Note: The Company has issued 15,734,860,997 common shares (including 150,000,000 treasury shares) and 38,267,999 preferred shares, with a total of 15,773,128,996 shares.
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