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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

  1. Call the Meeting to Order

  2. Chairman Takes the Chair

  3. All Arise in Silence

  4. Sing the National Anthem

  5. Three Bows to the National Flag and the Portrait of

  6. Dr. Sun Yat-Sen

  7. Chairman's Remarks

  8. Report Items

  9. Proposals for Ratification

  10. Proposals for Discussion

  11. Extraordinary Motions

  12. 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

  1. Chairman's Remarks

  2. Report Items

  3. (1) Report on the Operations of 2025.

  4. (2) Report on Audit Committee's audit report of 2025.

  5. (3) Report on the distribution of remuneration for employees and directors of 2025.

  6. (4) Report on the issuance of domestic unsecured corporate bonds in 2025.

  7. Proposals for Ratification

  8. (1) Adoption of the 2025 Business Report and Financial Statements.

  9. (2) Adoption of the proposal for deficit compensation and profit distribution of 2025.

  10. Proposals for Discussion

  11. (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.

  1. Extraordinary Motions

  2. 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:

  • (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.

  • (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.

  • (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

  • (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:

  • (1) The report is proposed in accordance with Article 246 of the Company Act.

  • (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:

  • A. 1st Unsecured Corporate Bond of 2025

    • a. Total amount: NT$5.8 billion.

    • b. Issuance period: 5 years, from April 29, 2025 to April 29, 2030.

    • c. Par value: NT$1 million.

    • d. Issue price: Fully issued at par value.

    • e. Coupon rate: Fixed rate at 2.06%.

    • f. Interest payment method: Simple interest will be paid once a year based on the coupon rate from the issue date.

    • 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

  • a. Total amount: NT$7.8 billion.

  • b. Issuance period: 5 years, from September 17, 2025 to September 17, 2030.

  • c. Par value: NT$1 million.

  • d. Issue price: Fully issued at par value.

  • e. Coupon rate: Fixed rate at 1.89%.

  • f. Interest payment method: Simple interest will be paid once a year based on the coupon rate from the issue date.

  • 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.

  • C. 1st Unsecured Corporate Bond of 2026 with Bond A and Bond B

  • a. Total amount: Consisted of Bond A and Bond B. Bond A - NT$7.6 billion; Bond B - NT$2.7 billion.

  • 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

  • c. Par value: NT$1 million.

  • d. Issue price: Fully issued at par value.

  • e. Coupon rate: Bond A - Fixed rate at 1.79%; Bond B - Fixed rate at 1.82%.

  • f. Interest payment method: Simple interest will be paid once a year based on the coupon rate from the issue date.

  • 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

  • Developing Premium Steel and Green Energy to Unlock New Business Opportunities

  • Digital Innovation to Improve Operational Efficiency

  • Low-Carbon & Energy Efficiency to Advance Sustainable Development

  • Industry Chain Collaboration to Create Value

II. Implementation of Operating Targets

  • (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.

  • (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.

  • (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.

  • (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.

  • (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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • (II) Intelligent Manufacturing Technology

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • (III) Energy And Environmental Protection Technologies

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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:

  1. 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.

  2. 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.

  3. 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.

  4. 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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  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

- - 27

CHINA STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - 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.

- - 28

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)

- - 29

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)

- - 30

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
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)
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


























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



























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.

- - 31

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)

- - 32

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)

- - 33

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)

- - 34

China Steel Corporation

Parent Company Only Financial Statements for the Years Ended December 31, 2025 and 2024 and Independent Auditors’ Report

- - 35

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.

- - 36

Our audit procedures performed included the following:

  1. 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.

  2. 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.

  3. 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.

  4. 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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- - 37

  1. 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.

  2. 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.

  3. 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:

- - 48

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

- - 49

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.
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’

- - 50

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.
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.

- - 51

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.

- - 52

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.

  • (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.

  • (3) A comparison table of draft clauses and the clauses in force is attached.

Resolution:

- - 53

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.

- - 54

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

- - 55

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.

- - 56

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.
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

- - 57

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.
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.

- - 58

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

- - 59

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.
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.

- - 60

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.
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

- - 62

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.

A.
B.
C.

- - 63

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.
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

- - 64

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.
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.
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.
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.

- - 67

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.
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.
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.
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.
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.
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

- - 75

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

- - 76

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

- - 77

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

- - 78

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.

- - 79

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.
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

- - 80

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.
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.

- - 81

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:

  • (1) The agenda is proposed in accordance with Article 29 of the Procedures for Acquisition or Disposal of Assets of the Company.

  • (2) The proposed amendments to the Articles are as follows:

  • 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.

  • 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.

  • (3) A comparison table of draft clauses and the clauses in force is attached.

- - 82

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.

- - 83

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)
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

- - 84

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.

- - 85

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)

- - 86

Extraordinary Motions

- - 87

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.

  • 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.

  • 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

- - 88

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.

  • 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.

  • 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.

  • 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.

  • Shareholders present are obligated to adhere to these rules, to take the floor politely, and to maintain order in the Meeting venue.

  • 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.

  • 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.

  • 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:

  • (1) Ballot voting

  • (2) Voting by means of electronic transmission, such as key in by barcode and keyboard.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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

  • 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").

  • Article 2 The scope of the business engaged in by the Company is as follows:

  • CA01010 Iron and steel refining;

  • CA01030 Steel casting;

  • CA01020 Iron and steel rolls over extends and crowding;

  • CA01050 Iron and steel Rolling, drawing, and extruding;

  • CA02080 Metal forging industry;

  • CA03010 Metal Heat treating;

  • CA04010 Metal Surface treating;

  • E103101 Environmental protection construction ;

  • E602011 Refrigeration and air conditioning engineering;

  • CB01010 Machinery and Equipment Manufacturing;

  • CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing;

  • E604010 Machinery Installation Construction;

  • ZZ99999Any other businesses that are not prohibited or restricted by laws, except for businesses requiring special approvals.

  • Article 2-1The Company may endorse and guarantee for business needs according to its operation procedure of endorsement and guaranty.

  • 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.

  • 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.

  • 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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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:

  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.

  • Article 15 The procedure for convening shareholders' meeting is in accordance with the Company Act, Securities and Exchange Law, and other regulations concerned.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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:

  1. To increase or decrease capital;

  2. To approve the Company's organization rules;

  3. To establish or abolish the branch offices;

  4. To review and approve the annual directives and operational budgets;

  5. To review and approve the annual Business Report and Financial Reports;

  6. To review and approve the project-type capital expenditure budget;

  7. To appropriate the earnings or make up the loss;

  8. 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;

  9. To approve the offering, issuance or private placement of any equity-type securities as well as the issuance of non equity-type corporate bonds;

  10. 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;

  11. To approve the primary rights and obligation of important agreements;

  12. To approve the appointment or discharge of Vice President and higher position, and financial, accounting and internal audit officers;

  13. To approve the standards of salary for employees;

  14. To approve investments and other equity interests;

  15. To approve endorsement and guaranty within the Company’s operation procedure of endorsement and guaranty;

  16. To approve loaning of funds to other parties within the Company’s procedures for loaning of funds to other parties; and

  17. 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.

  • 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.

  • 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

  • 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:

  • The business report;

  • The financial statements; and

  • 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)

  • 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.

  • 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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