AI assistant
CSSC — AGM Information 2026
Apr 27, 2026
51944_rns_2026-04-27_b0e4dff0-4327-4dab-b975-d8310d5c97aa.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code: 2013

China Steel Structure Co., Ltd.
2026 General Shareholders' Meeting
Meeting Manual
Time: 9:30 AM, May 28 (Thu.), 2026
Venue: No. 500, Zhongxing Rd., Yanchao Dist., Kaohsiung City
Table of Contents
A. Meeting Procedures ... 1
B. Agenda ... 2
I. Reports ... 3
II. Ratifications ... 5
III. Elections ... 38
IV. Other Proposals ... 41
V. Extempore Motions ... 43
C. Rules and Regulations ... 44
I. Rules of Procedure for Shareholders' Meeting ... 44
II. Rules Governing the Election of Directors ... 58
III. Articles of Incorporation ... 64
D. Shareholding Status of All Directors ... 77
China Steel Structure Co., Ltd.
2026 General Shareholders' Meeting Procedures
I. Call Meeting to Order
II. Chairman's Speech
III. Reports
IV. Ratifications
V. Elections
VI. Other Proposals
VII. Extempore Motions
VIII. Meeting Adjourned
-1-
China Steel Structure Co., Ltd.
2026 General Shareholders' Meeting Agenda
I. Time: 9:30 AM, May 28 (Thu.), 2026
II. Venue: No. 500, Zhongxing Rd., Yanchao Dist., Kaohsiung City
III. Method: In-person meeting
IV. Attendance: Shareholders and Agents Appointed by Shareholders
V. Chairman: Chairman of the Company
VI. Chairman's Speech:
VII. Reports:
(I) The Company's 2025 business report.
(II) The Audit Committee's Audit Report of 2025.
(III) Report on the Company's 2025 distribution of remuneration to employees and directors.
VIII. Ratifications:
(I) The Company's 2025 business report and financial statements are filed for ratification.
(II) Please ratify the Company's 2025 earnings distribution proposal.
IX. Elections
Proposal for the election of the 17th-term Directors and Independent Directors.
X. Other Proposals
Proposal to release the prohibition on competitive activities of the Directors of the 17th Board of Directors.
XI. Extempore Motions
XII. Meeting Adjourned
-2-
Reports
I. The Company's 2025 business report.
II. The Audit Committee's Audit Report of 2025.
(Please refer to page 35 of the Handbook)
-3-
III. Report on the Company's 2025 distribution of remuneration to employees and directors.
Board of Directors of the Company
(I) According to Article 5-1 of the Company’s Articles of Incorporation, if the Company has profit in the fiscal year, the Board of Directors shall resolve to distribute no less than 0.1% of the profit as remuneration to employees and no more than 1% as remuneration to directors. The recipients of employee remuneration shall include employees of subordinate companies meeting certain criteria. In addition, no less than 30% of employee remuneration shall be allocated to non-executive employees.
A sum shall be set aside in advance to pay down any outstanding cumulative losses of the Company before employee and director remuneration can be allocated according to the above percentage. Employee and director remuneration proposals shall be submitted to the Board of Directors for resolution and presented to the shareholders' meeting.
(II) Based on calculations, the Company’s profit for 2025 amounted to NT$709,303,505 (i.e., profit before tax and before deduction of employee and director remuneration). The Company proposes to allocate NT$28,301,694 as employee remuneration (including NT$17,676,053 allocated to non-executive employees) and NT$5,660,339 as director remuneration, representing approximately 3.99% (including approximately 2.49% for non-executive employees) and 0.80% of the 2025 profit, respectively. Such remuneration will be distributed in cash.
-4-
Ratifications
Agenda Item 1
Proposed by the Board of Directors of the Company
Agenda: The Company's 2025 business report and financial statements are filed for ratification.
Explanation: The Company's 2025 Business Report and Financial Statements are provided in the Attachments.
Resolution:
-5-
Attachment
China Steel Structure Co., Ltd.
2025 Business Report
I. Business Strategy
(I) Maximize teamwork.
(II) Pursue excellence in management.
(III) Create profits for the Company.
(IV) Increase social welfare.
II. Business Strategy Implementation Overview
(I) The Company has consistently upheld a commitment to comprehensive customer satisfaction. By effectively integrating talent, technology, and capital and leveraging strong teamwork, we provide end-to-end services encompassing steel structure design, engineering technical support, the supply of various steel sections, and the fabrication, construction, and installation of steel structures. The Company also engages in trading activities, integrating supply and demand, optimizing logistics efficiency, and enhancing profitability.
(II) Since its establishment, the Company has continuously pursued excellence in management and aspires to be its customers' long-term trusted partner. Upholding the China Steel Group's tradition of integrity and ethical business practices, the Company leverages a highly qualified workforce and sound management practices to deliver comprehensive, tailor-made solutions to its customers.
(III) Demand in the domestic steel structure market has slowed due to factors such as inflation and tightening bank credit. To enhance profitability, the Company has adopted the following measures:
- Continue to lower costs.
- Pursue orders with price adjustment clauses.
- Continue to maintain good cooperative relations with customers and pursue projects with better profits.
(IV) The Company has always fulfilled corporate social responsibility by maintaining “internal culture and external image”. We implement the following items to achieve the Company's sustainable development and improve social welfare:
- Assist neighborhood development, contribute to local prosperity, and provide feedback to local residents.
- Promote environmental protection and green buildings by integrating manufacturing with ecology.
- Reduce the use of energy and other resources of the Earth in production.
- Provide high-quality products and serve the society and people.
- Care for the lives and safety of employees, vendors, and residents near our plants to prevent hazards and harm derived from business activities.
- Continue to refine the production process and improve the production capacity of existing plants.
III. Business Plan Implementation Results
The Company produced 183,400 tons of steel structure products in 2025, which was a increase of 52,319 tons, or around 40%, from 131,081 tons in 2024. The sales volume of steel structure in 2025 was 174,926 tons, which was a increase of 44,258 tons, or around 34%, from 130,668 tons in 2024. The sales volume of steel products in 2025 was 79,680 tons which was a decrease of 12,833 tons, or around 14%, from 92,513 tons in 2024.
IV. Operating Revenue and Expenditure Budget Implementation
-7-
Unit: thousand NTD
| Item | Actual Annual Figures | Annual Budgets | Implementation Rate (%) |
|---|---|---|---|
| Operating revenue | 15,500,058 | 12,500,000 | 124.00% |
| Operating costs | 14,777,338 | 11,792,415 | 125.31% |
| Gross profit | 722,720 | 707,585 | 102.14% |
| Operating expenses | 274,771 | 259,210 | 106.00% |
| Net operating profit | 447,949 | 448,375 | 99.90% |
| Non-operating net profit | 227,392 | 121,625 | 186.96% |
| Net profit before tax | 675,341 | 570,000 | 118.48% |
V. Analysis of Profitability
In 2025, the Company focused on meeting project schedules and advancing construction progress, resulting in operating revenue of NT$15.5 billion, an increase of NT$1.892 billion, or approximately 14%, compared to NT$13.608 billion in 2024. The net operating profit in 2025 was NT$448 million, which was a decrease of NT$98 million, or around 18%, from the net operating profit of NT$546 million in 2024. The net profit before tax in 2025 was NT$675 million, an increase of NT$49 million, or around 8%, from the net profit before tax of NT$626 million in 2024.
VI. Research and Development
(I) Research and development results in recent years
- National Center for Research on Earthquake Engineering - Phase 3 R&D on the automated welding of the internal separation plate of BOX
- Development of digital offset waveform process for waveform-controlled submerged arc welder
- Development of fillet welding process for vertical welding position of collaborative robotic arm
(II) Projects currently underway
- National Center for Research on Earthquake Engineering – Phase I R&D on the advancement and application of automated welding technology for BOX internal separation plates
- Development of Weld Seam Visual Recognition Technology
- Establishment of Automated Welding Procedures for BCR/BCP VII. The 2025 financial statements are provided for your inspection.
Chairman of the Board Chen, Jui-Teng
President Huang, Yuan-Chang
Accounting Officer Wang, Yung-Chih
-9-
Independent Auditors' Report
To China Steel Structure Co., Ltd.:
Audit Opinion
We have audited the accompanying consolidated financial statements of China Steel Structure Co., Ltd. (the Corporation) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, 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 a summary of significant accounting policies (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 as well as International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standard Interpretations Committee (SIC) and their announcements recognized and announced by Financial Supervisory Commission.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the 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
-10-
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, 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:
Assessment of the estimated total project cost
The Corporation and its subsidiaries have signed many construction contracts, and it recognized construction revenue based on the percentage of completion in the contract period. The degree of construction completion is determined based on the actual construction cost that has occurred for each contract as a percentage of the total cost of the construction. As the aforementioned total estimated construction cost involves significant accounting estimates and affects the recognition of construction completion progress and revenue, we considered the total estimated construction cost as a key audit matter. Please refer to Notes 4 and 5 of the consolidated financial statements for the disclosure of accounting policies, significant accounting estimates and judgments.
Our main auditing procedures for evaluating the estimated total project cost are as follows:
I. We understood the internal control procedures for estimating and evaluating the total project cost and evaluated the consistency of the implementation of the evaluation, preparation, and control procedures.
II. We conducted sample inspections of the certification documents for the evaluation and preparation of the total project cost for new and additional or cancelled projects in the current year.
III. We reviewed the projects, on a sampling basis, and examined whether the differences between the actual and estimated total project cost have significant
-11-
abnormality; we evaluated the reasonableness of estimated total project cost. We also reviewed, on a sampling basis, the estimate of total project cost in subsequent period and confirmed the reasonableness of the percentage of completion and any change in the estimated project cost from the balance sheet date.
Other Items
We have also audited the standalone financial statements of China Steel Structure Co., Ltd. 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 as well as International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standard Interpretations Committee (SIC) and their announcements recognized and announced by Financial Supervisory Commission, 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, are responsible for overseeing the Corporation and its subsidiaries' financial reporting process.
-12-
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 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:
I. 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 mistake 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.
II. 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.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
IV. 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
-13-
conclude that 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.
V. 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.
VI. Obtain sufficient appropriate audit evidence regarding the financial information of the 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 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, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
-14-
Deloitte & Touche
February 24, 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 review such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' review 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. This translation has not been reviewed by CPA. 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' review report and consolidated financial statements shall prevail.
-15-
China Steel Structure Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
December 31, 2025 and 2024
Unit: thousand NTD
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Note 4 and 6) | $ 1,258,240 | 8 | $ 467,748 | 3 |
| 1120 | Financial assets at fair value through other comprehensive income - current (Note 4 and 7) | 212,464 | 1 | 219,733 | 2 |
| 1140 | Contract assets - current (Note 4, 5, and 23) | 5,401,540 | 38 | 6,048,000 | 41 |
| 1150 | Notes receivable (Note 8) | 104,079 | 1 | 209,918 | 2 |
| 1170 | Accounts receivable, net (Note 5 and 8) | 1,577,143 | 11 | 1,666,945 | 11 |
| 1180 | Accounts receivable - related parties (Note 5, 8, and 29) | 175,728 | 1 | 160,763 | 1 |
| 1200 | Other receivables (Note 8 and 29) | 27,753 | - | 6,194 | - |
| 1220 | Current income tax assets (Note 25) | 96 | - | 171 | - |
| 130X | Inventory (Note 4, 9 and 30) | 1,661,196 | 11 | 1,579,342 | 11 |
| 1410 | Advance payments (Note 29) | 60,749 | - | 66,182 | - |
| 1478 | Refundable deposits (Note 30) | 69,122 | - | 3,830 | - |
| 11XX | Total current assets | 10,548,110 | 71 | 10,428,826 | 71 |
| Non-current assets | |||||
| 1550 | Investments accounted for using equity method (Note 4 and 11) | 1,224,412 | 8 | 1,271,964 | 10 |
| 1600 | Property, plant, and equipment (Note 4 and 13) | 1,741,480 | 12 | 1,687,438 | 11 |
| 1755 | Right-of-use assets (Note 4 and 14) | 635,298 | 4 | 640,057 | 4 |
| 1760 | Investment properties (Note 4 and 15) | 378,078 | 3 | 349,845 | 2 |
| 1780 | Intangible assets (Note 4) | 3,628 | - | 7,835 | - |
| 1840 | Deferred tax assets (Note 4 and 25) | 193,639 | 1 | 194,321 | 1 |
| 1915 | Prepayments for equipment | 925 | - | 20,177 | - |
| 1920 | Refundable deposits (Note 30) | 39,546 | - | 26,439 | - |
| 1975 | Net defined benefit assets (Note 4 and 20) | 171,672 | 1 | 137,698 | 1 |
| 1980 | Other financial assets - non-current (Note 30) | 22,977 | - | 22,604 | - |
| 15XX | Total non-current assets | 4,411,655 | 29 | 4,358,378 | 29 |
| 1XXX | Total assets | $ 14,959,765 | 100 | $ 14,787,204 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term borrowing (Note 16) | $ - | - | $ 1,847,525 | 12 |
| 2110 | Short-term bills payable (Note 16) | 1,928,532 | 13 | 1,808,709 | 12 |
| 2130 | Contract liabilities - current (Note 4 and 23) | 2,373,605 | 16 | 1,330,550 | 9 |
| 2150 | Notes payable (Note 17) | 7,209 | - | 7,224 | - |
| 2170 | Accounts payable (Note 17) | 2,404,702 | 16 | 2,472,361 | 17 |
| 2180 | Accounts payable - related parties (Note 17 and 29) | 482,690 | 3 | 125,817 | 1 |
| 2200 | Other payables (Note 18 and 29) | 750,522 | 5 | 690,790 | 5 |
| 2230 | Current tax liabilities (Note 25) | 24,647 | - | 57,700 | - |
| 2250 | Liability provision - current (Note 4 and 19) | 586,171 | 4 | 382,671 | 3 |
| 2280 | Lease liabilities - current (Note 4 and 14) | 27,627 | - | 11,380 | - |
| 2300 | Other current liabilities | 15,393 | - | 15,731 | - |
| 21XX | Total current liabilities | 8,601,098 | 57 | 8,750,458 | 59 |
| Non-current liabilities | |||||
| 2570 | Deferred tax liabilities (Note 4 and 25) | 34,375 | - | 27,623 | - |
| 2580 | Lease liabilities - non-current (Note 4 and 14) | 446,485 | 4 | 455,867 | 3 |
| 2645 | Guarantee deposits received | 201,030 | 1 | 124,732 | 1 |
| 25XX | Total non-current liabilities | 681,890 | 5 | 608,222 | 4 |
| 2XXX | Total liabilities | 9,282,988 | 62 | 9,358,680 | 63 |
| Equity attributable to owners of the Company (Note 22) | |||||
| 3110 | Ordinary share capital | 2,000,000 | 13 | 2,000,000 | 14 |
| 3200 | Capital surplus | 1,383,331 | 9 | 1,375,913 | 9 |
| Retained earnings | |||||
| 3310 | Legal reserve | 908,082 | 6 | 849,589 | 5 |
| 3320 | Special surplus reserve | 158,453 | 1 | 158,453 | 1 |
| 3350 | Undistributed earnings | 1,390,636 | 9 | 1,181,086 | 8 |
-16-
| Code | Liabilities and equity | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 3300 | Total retained earnings | $ 2,457,171 | 16 | $ 2,189,128 | 14 |
| 3400 | Other equity | (163,725) | - | (136,517) | - |
| 31XX | Total equity | 5,676,777 | 38 | 5,428,524 | 37 |
| Total liabilities and equity | $ 14,959,765 | 100 | $ 14,787,204 | 100 |
The notes included below are part of the Consolidated Financial Statements.
China Steel Structure Co., Ltd. and Subsidiaries
Consolidated Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: thousand NTD, except NTD for earnings per share
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | |
| 4000 | Operating revenue (Note 4, 23, 29) | $ 20,948,280 | 100 | $ 19,695,058 | 100 |
| 5000 | Operating costs (Note 9, 20, 24, and 29) | 19,963,338 | 95 | 18,635,059 | 95 |
| 5900 | Gross profit | 984,942 | 5 | 1,059,999 | 5 |
| Operating expenses (Note 20, 24, and 29) | |||||
| 6100 | Selling and marketing expenses | 123,775 | 1 | 115,458 | 1 |
| 6200 | General and administrative expenses | 238,903 | 1 | 225,245 | 1 |
| 6300 | Research and development expenses | 21,674 | - | 19,028 | - |
| 6000 | Total operating expenses | 384,352 | 2 | 359,731 | 2 |
| 6900 | Net operating profit | 600,590 | 3 | 700,268 | 3 |
| Non-operating income and expenses (Note 11 and 24) | |||||
| 7100 | Interest income | 5,997 | - | 1,644 | - |
| 7010 | Other income | 78,250 | - | 18,451 | - |
| 7020 | Other gains and losses | (23,792) | - | (83,453) | - |
| 7050 | Finance costs | (63,586) | - | (86,923) | - |
| 7060 | Share of profit/loss of associates | 111,310 | - | 101,017 | - |
| 7000 | Total non-operating income and expenses | 108,179 | - | (49,264) | - |
| 7900 | Net profit before income tax | 708,769 | 3 | 651,004 | 3 |
| 7950 | Income tax expenses (Note 4 and 25) | 70,368 | - | 111,525 | - |
| 8200 | Net profit for the year | 638,401 | 3 | 539,479 | 3 |
| Other comprehensive income (Note 20, 22 and 25) | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plans | 32,501 | - | 47,133 | - |
| 8316 | Unrealized gains and losses on investments in equity instruments at fair value through other comprehensive income | (7,269) | - | (82,190) | - |
| 8320 | Share of other comprehensive income/losses of associates | (9,928) | - | (84,578) | - |
| 8349 | Income tax expense relating to items that will not be reclassified subsequently to profit or loss | (6,500) | - | (9,427) | - |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8370 | Share of other comprehensive income/losses of associates | (6,370) | - | 1,599 | - |
| 8300 | Other comprehensive annual income (net income after-tax) | 2,434 | - | (127,463) | - |
| 8500 | Total comprehensive income for the year | $ 640,835 | 3 | $ 412,016 | 3 |
| 8600 | Net profit attributable to: | ||||
| 8610 | Owners of the Company | $ 638,401 | 3 | $ 539,479 | 3 |
| 8700 | Comprehensive income attributable to: | ||||
| 8710 | Owners of the Company | $ 640,835 | 3 | $ 412,016 | 3 |
| Earnings per share (Note 26) | |||||
| 9710 | Basic | $ 3.19 | $ 2.70 | ||
| 9810 | Diluted | $ 3.18 | $ 2.69 |
The notes included below are part of the Consolidated Financial Statements.
China Steel Structure Co., Ltd. and Subsidiaries
Consolidated Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: thousand NTD
| Code | Equity attributable to owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary share capital | Capital surplus | Retained earnings | Other Equity | Total equity | ||||||||
| Statutory surplus reserve | Special surplus reserve | Undistributed earnings | Total | Exchange differences on translating foreign operations | Unrealized gains and losses on financial assets at fair values through other comprehensive income | Gain (loss) on hedging instruments | Total | |||||
| A1 | Balance on January 1, 2024 | $ 2,000,000 | $ 1,376,649 | $ 795,842 | $ 158,453 | $ 1,029,900 | $ 1,984,195 | $ (3,245) | $ 39,863 | $ (4) | $ 36,614 | $ 5,397,458 |
| Appropriation of 2023 earnings (Note 22) | ||||||||||||
| B1 | Legal reserve | - | - | 53,747 | - | (53,747) | - | - | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | (380,000) | (380,000) | - | - | - | - | (380,000) |
| - | - | 53,747 | - | (433,747) | (380,000) | - | - | - | - | (380,000) | ||
| C7 | Changes in associates | - | (775) | - | - | (214) | (214) | - | - | - | - | (989) |
| C17 | Other changes in capital surplus | - | 39 | - | - | - | - | - | - | - | - | 39 |
| D1 | Net profit for the year ended December 31, 2024 | - | - | - | - | 539,479 | 539,479 | - | - | - | - | 539,479 |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 40,262 | 40,262 | 1,595 | (169,324) | 4 | (167,725) | (127,463) |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 579,741 | 579,741 | 1,595 | (169,324) | 4 | (167,725) | 412,016 |
| Q1 | Disposals of investments in equity instruments at fair value through other comprehensive income by associates | - | - | - | - | 5,406 | 5,406 | - | (5,406) | - | (5,406) | - |
| Z1 | Balance at December 31, 2024 | 2,000,000 | 1,375,913 | 849,589 | 158,453 | 1,181,086 | 2,189,128 | (1,650) | (134,867) | - | (136,517) | 5,428,524 |
| Appropriation of 2024 earnings (Note 22) | ||||||||||||
| B1 | Legal reserve | - | - | 58,493 | - | (58,493) | - | - | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | (400,000) | (400,000) | - | - | - | - | (400,000) |
| - | - | 58,493 | - | (458,493) | (400,000) | - | - | - | - | (400,000) | ||
| C7 | Changes in associates | - | (267) | - | - | - | - | - | - | - | - | (267) |
| C17 | Other changes in capital surplus | - | 35 | - | - | - | - | - | - | - | - | 35 |
| D1 | Net profit for the year ended December 31, 2025 | - | - | - | - | 638,401 | 638,401 | - | - | - | - | 638,401 |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 25,650 | 25,650 | (6,381) | (16,846) | 11 | (23,216) | 2,434 |
| Equity attributable to owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other Equity | ||||||||||
| Exchange differences on translating foreign operations | Unrealized gains and losses on financial assets at fair values through other comprehensive income | Gain (loss) on hedging instruments | Total | Total equity | |||||||
| D5 | Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | 664,051 | 664,051 | (6,381) | (16,846) | 11 | (23,216) | 640,835 |
| Q1 | Disposals of investments in equity instruments at fair value through other comprehensive income by associates | - | - | - | 3,992 | 3,992 | - | (3,992) | - | (3,992) | - |
| T1 | Difference between the fair value consideration and book value of associates during acquisition or disposal (Note 29) | - | 7,650 | - | - | - | - | - | - | - | 7,650 |
| Z1 | Balance at December 31, 2025 | $ 2,000,000 | $ 1,383,331 | $ 908,082 | $ 158,453 | $ 1,390,636 | $ 2,457,171 | $ (8,031) | $ (155,705) | $ 11 | $ (163,725) |
The notes included below are part of the Consolidated Financial Statements.
China Steel Structure Co., Ltd.
Consolidated Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: thousand NTD
| Code | Cash Flows from Operating Activities | 2025 | 2024 |
|---|---|---|---|
| A10000 | Profit before income tax | $ 708,769 | $ 651,004 |
| A20010 | Adjustments for: | ||
| A20100 | Depreciation expense | 185,415 | 164,923 |
| A20200 | Amortization expense | 5,727 | 6,041 |
| A20900 | Finance costs | 63,586 | 86,923 |
| A21200 | Interest income | (5,997) | (1,644) |
| A21300 | Dividend income | (3,690) | (3,914) |
| A22300 | Share of the profit of subsidiaries and associates | (111,310) | (101,017) |
| A22500 | Loss on disposal of property, plant and equipment | 539 | 59,879 |
| A23700 | Loss (reversal) of inventories | (3,485) | 4,359 |
| A23800 | Reversal of Impairment on investment properties | (13,128) | - |
| A29900 | Loss on unrealized construction costs | 194,552 | 34,091 |
| A29900 | (Reversal) loss of provisions | 13,057 | 7,129 |
| A30000 | Changes in operating assets and liabilities | ||
| A31125 | Contract assets | 646,460 | 1,204,250 |
| A31130 | Notes receivable | 105,839 | (167,795) |
| A31150 | Accounts receivable | 89,802 | (1,203,171) |
| A31160 | Accounts receivable - related parties | (14,965) | 252,165 |
| A31180 | Other receivables | (23,167) | 9,010 |
| A31200 | Inventories | (78,334) | (411,835) |
| A31230 | Prepayments | 5,433 | 18,794 |
| A31990 | Net defined benefit assets | (1,473) | (222) |
| A32125 | Contract liabilities | 1,043,055 | 203,781 |
| A32130 | Notes payable | (15) | (42,942) |
| A32150 | Accounts payable | (67,659) | 304,098 |
| A32160 | Accounts payable - related parties | 356,873 | 62,642 |
| A32180 | Other payables | 71,287 | 84,263 |
| A32200 | Provisions | (4,109) | - |
| A32230 | Other current liabilities | (338) | 383 |
| A33000 | Cash generated from operations | 3,162,724 | 1,221,195 |
| A33500 | Income taxes paid | (102,412) | (121,707) |
| AAAA | Net cash generated from operating activities | 3,060,312 | 1,099,488 |
-21-
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash Flows from Investing Activities | |||
| B01900 | Disposal of investments accounted for using equity method | $ 41,600 | $ - |
| B02300 | Disposal of subsidiaries | - | 24,882 |
| B02700 | Acquisition of property, plant, and equipment | (188,720) | (137,996) |
| B02800 | Proceeds from disposal of property, plant, and equipment | 259 | 413 |
| B03800 | Decrease (increase) in refundable deposits | (78,399) | 15,200 |
| B04500 | Acquisition of intangible assets | (1,520) | (3,402) |
| B05400 | Acquisition of investment properties | (15,488) | - |
| B06600 | Decrease (increase) in other financial assets | (373) | 4,695 |
| B07500 | Interest received | 7,605 | 1,482 |
| B07600 | Dividends received from subsidiaries and associates | 108,347 | 83,595 |
| B07600 | Dividends received from others | 3,690 | 3,914 |
| BBBB | Net cash outflow from investing activities | (122,999) | (7,217) |
| Cash flow from financing activities | |||
| C00100 | Increase (decrease) in short-term loans | (1,847,525) | 777,309 |
| C00500 | Increase (decrease) in short-term bills | 120,000 | (519,958) |
| C01900 | Decrease in long-term loans | - | (500,000) |
| C03000 | Increase (decrease) in guarantee deposits received | 76,298 | (42,370) |
| C04020 | Repayments of principal of lease liabilities | (29,814) | (13,093) |
| C04500 | Distribution of cash dividends | (400,000) | (380,000) |
| C05600 | Interest paid | (65,815) | (86,374) |
| C09900 | Return of overdue uncollected dividends | 35 | 39 |
| CCCC | Net cash outflow from financing activities | (2,146,821) | (764,447) |
| EEEE | Net increase in cash and cash equivalents | 790,492 | 327,824 |
| E00100 | Cash and cash equivalents of the beginning of the period | 467,748 | 139,924 |
| E00200 | Cash and cash equivalents of the end of the period | $ 1,258,240 | $ 467,748 |
The notes included below are part of the Consolidated Financial Statements.
Independent Auditors' Report
To China Steel Structure Co., Ltd.:
Audit Opinion
We have audited the accompanying standalone financial statements of China Steel Structure Co., Ltd. (the Corporation), which comprise the standalone balance sheets as of December 31, 2025 and 2024, the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the standalone financial statements, including a summary of significant accounting policies (collectively referred to as the "standalone financial statements").
In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Corporation as of December 31, 2025 and 2024, and its standalone financial performance and its standalone 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Standalone 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 standalone financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the
-23-
standalone financial statements, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters of the Corporation's standalone financial statements for the year ended December 31, 2025 are stated as follows:
Assessment of the estimated total project cost
The Corporation has signed many construction contracts, and it recognized construction revenue based on the percentage of completion in the contract period. The degree of construction completion is determined based on the actual construction cost that has occurred for each contract as a percentage of the total cost of the construction. As the total estimated construction cost involves significant accounting estimates and affects the recognition of construction completion progress and construction revenue, we considered the total estimated construction cost as a key audit matter. Please refer to Notes 4 and 5 of the standalone financial statements for the disclosure of accounting policies, significant accounting estimates and judgments.
Our main auditing procedures for evaluating the estimated total project cost are as follows:
I. We understood the internal control procedures for estimating and evaluating the total project cost and evaluated the consistency of the implementation of the evaluation, preparation, and control procedures.
II. We conducted sample inspections of the certification documents for the evaluation and preparation of the total project cost for new and additional or cancelled projects in the current year.
III. We reviewed the projects, on a sampling basis, and examined whether the differences between the actual and estimated total project cost have significant abnormality; we evaluated the reasonableness of estimated total project cost. We also reviewed, on a sampling basis, the estimate of total project cost in subsequent period and confirmed the reasonableness of the percentage of completion and any change in the estimated project cost from the balance sheet date.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of
-24-
Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the Corporation's standalone financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Corporation's financial reporting process.
Auditors' Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken based on these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We are also:
I. Identify and assess the risks of material mistake of the standalone 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 mistake 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.
II. 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.
-25-
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
IV. 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 material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the standalone 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.
V. Evaluate the overall presentation, structure, and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
VI. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the standalone 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 standalone 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
-26-
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche
February 24, 2026
Notice to Readers
The accompanying standalone financial statements are intended only to present the standalone 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 standalone financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying standalone financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. This translation has not been reviewed by CPA. 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 standalone financial statements shall prevail.
-27-
China Steel Structure Co., Ltd.
Standalone Balance Sheet
December 31, 2025 and 2024
Unit: thousand NTD
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Note 4 and 6) | $ 423,644 | 3 | $ 41,206 | - |
| 1120 | Financial assets at fair value through other comprehensive income - current (Note 4 and 7) | 141,301 | 1 | 146,135 | 2 |
| 1140 | Contract assets - current (Note 4, 5, and 21) | 4,231,066 | 34 | 4,398,663 | 34 |
| 1150 | Notes receivable (Note 5 and 8) | 104,079 | 1 | 209,918 | 2 |
| 1170 | Accounts receivable, net (Note 5 and 8) | 1,517,311 | 12 | 1,666,945 | 13 |
| 1180 | Accounts receivable - related parties (Note 5, 8, and 27) | 37,679 | - | 47,552 | - |
| 1200 | Other receivables (Note 8 and 27) | 26,986 | - | 2,767 | - |
| 130X | Inventory (Note 4 and 9) | 1,313,853 | 10 | 1,335,367 | 10 |
| 1410 | Advance payments | 45,663 | - | 51,551 | - |
| 1478 | Refundable deposits (Note 28) | 319 | - | 270 | - |
| 11XX | Total current assets | 7,841,901 | 61 | 7,900,374 | 61 |
| Non-current assets | |||||
| 1550 | Investments accounted for using equity method (Note 4 and 10) | 2,136,512 | 17 | 2,147,483 | 17 |
| 1600 | Property, plant, and equipment (Note 4 and 11) | 1,585,029 | 12 | 1,539,094 | 12 |
| 1755 | Right-of-use assets (Note 4 and 12) | 630,024 | 5 | 632,958 | 5 |
| 1760 | Investment properties (Note 4 and 13) | 378,078 | 3 | 349,845 | 3 |
| 1780 | Intangible assets (Note 4) | 1,738 | - | 3,612 | - |
| 1840 | Deferred tax assets (Note 4 and 23) | 101,842 | 1 | 81,722 | 1 |
| 1915 | Prepayments for equipment | 925 | - | 20,072 | - |
| 1920 | Refundable deposits (Note 28) | 21,451 | - | 10,404 | - |
| 1975 | Net defined benefit assets (Note 4 and 18) | 147,347 | 1 | 123,779 | 1 |
| 1980 | Other financial assets - non-current (Note 28) | 3,275 | - | 3,223 | - |
| 15XX | Total non-current assets | 5,006,221 | 39 | 4,912,192 | 39 |
| 1XXX | Total assets | $ 12,848,122 | 100 | $ 12,812,566 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term borrowing (Note 14) | $ - | - | $ 1,697,525 | 13 |
| 2110 | Short-term bills payable (Note 14) | 1,928,532 | 15 | 1,808,709 | 14 |
| 2130 | Contract liabilities - current (Note 4 and 21) | 1,587,975 | 12 | 837,026 | 7 |
| 2170 | Accounts payable (Note 15) | 1,712,831 | 13 | 1,540,633 | 12 |
| 2180 | Accounts payable - related parties (Note 15 and 27) | 382,807 | 3 | 90,496 | 1 |
| 2200 | Other payables (Note 16 and 27) | 566,636 | 4 | 493,109 | 4 |
| 2230 | Current tax liabilities (Note 23) | 12,737 | - | 57,700 | - |
| 2250 | Liability provision - current (Note 4 and 17) | 446,029 | 3 | 338,608 | 3 |
| 2280 | Lease liabilities - current (Note 4 and 12) | 25,732 | - | 9,561 | - |
| 2300 | Other current liabilities | 9,574 | - | 10,056 | - |
| 21XX | Total current liabilities | 6,672,853 | 50 | 6,883,423 | 54 |
| Non-current liabilities | |||||
| 2570 | Deferred tax liabilities (Note 4 and 23) | 29,510 | - | 24,839 | - |
| 2580 | Lease liabilities - non-current (Note 4 and 12) | 444,723 | 4 | 452,398 | 4 |
| 2645 | Guarantee deposits received | 24,259 | - | 23,382 | - |
| 25XX | Total non-current liabilities | 498,492 | 4 | 500,619 | 4 |
| 2XXX | Total liabilities | 7,171,345 | 54 | 7,384,042 | 58 |
| Equity (Note 20) | |||||
| 3110 | Ordinary share capital | 2,000,000 | 16 | 2,000,000 | 16 |
| 3200 | Capital surplus | 1,383,331 | 11 | 1,375,913 | 11 |
| Retained earnings | |||||
| 3310 | Legal reserve | 908,082 | 7 | 849,589 | 7 |
| 3320 | Special surplus reserve | 158,453 | 1 | 158,453 | 1 |
| 3350 | Undistributed earnings | 1,390,636 | 11 | 1,181,086 | 9 |
| 3300 | Total retained earnings | 2,457,171 | 19 | 2,189,128 | 17 |
| 3400 | Other equity | (163,725) | - | (136,517) | (2) |
| 31XX | Total equity | 5,676,777 | 46 | 5,428,524 | 42 |
| Total liabilities and equity | $ 12,848,122 | 100 | $ 12,812,566 | 100 |
The accompanying notes are an integral part of the standalone financial statements.
China Steel Structure Co., Ltd.
Standalone Statement of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: thousand NTD, except NTD for earnings per share
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (Note 4, 21, 27) | $ 15,500,058 | 100 | $ 13,608,497 | 100 |
| 5000 | Operating costs (Note 9, 18, 22, and 27) | 14,777,338 | 95 | 12,800,013 | 94 |
| 5900 | Gross profit | 722,720 | 5 | 808,484 | 6 |
| Operating expenses (Note 18, 22, and 27) | |||||
| 6100 | Selling and marketing expenses | 89,799 | 1 | 85,794 | 1 |
| 6200 | General and administrative expenses | 163,298 | 1 | 157,200 | 1 |
| 6300 | Research and development expenses | 21,674 | - | 19,028 | - |
| 6000 | Total operating expenses | 274,771 | 2 | 262,022 | 2 |
| 6900 | Net operating profit | 447,949 | 3 | 546,462 | 4 |
| Non-operating income and expenses (Note 10 and 22) | |||||
| 7100 | Interest income | 395 | - | 456 | - |
| 7010 | Other income | 53,528 | - | 8,438 | - |
| 7020 | Other gains and losses | (9,221) | - | (70,312) | - |
| 7050 | Finance costs | (63,318) | - | (70,497) | - |
| 7060 | Share of profit/loss of associates | 246,008 | 2 | 211,096 | 2 |
| 7000 | Total non-operating income and expenses | 227,392 | 2 | 79,181 | 2 |
| 7900 | Net profit before income tax | 675,341 | 5 | 625,643 | 6 |
| 7950 | Income tax expenses (Note 4 and 23) | 36,940 | - | 86,164 | 1 |
| 8200 | Net profit for the year | 638,401 | 5 | 539,479 | 5 |
-29-
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income | |||||
| (Note 18, 20, and 23) | |||||
| 8310 | Items that will not be | ||||
| reclassified subsequently to | |||||
| profit or loss | |||||
| 8311 | Remeasurement of defined | ||||
| benefit plans | $ 23,269 | - | $ 38,164 | - | |
| 8316 | Unrealized gains and losses | ||||
| on investments in equity | |||||
| instruments at fair value | |||||
| through other | |||||
| comprehensive income | (4,834) | - | (54,661) | - | |
| 8330 | Share of the other | ||||
| comprehensive income of | |||||
| associates | (4,977) | - | (104,932) | - | |
| 8349 | Income tax expense | ||||
| relating to items that will | |||||
| not be reclassified | |||||
| subsequently to profit or | |||||
| loss | (4,654) | - | (7,633) | - | |
| 8360 | Items that may be reclassified | ||||
| subsequently to profit or | |||||
| loss | |||||
| 8380 | Share of the other | ||||
| comprehensive income of | |||||
| associates | (6,370) | - | 1,599 | - | |
| 8300 | Other comprehensive | ||||
| income (loss) for the | |||||
| year, net of income tax | 2,434 | - | (127,463) | - | |
| 8500 | Total comprehensive income for $ | ||||
| the year | $ 640,835 | 5 | $ 412,016 | 5 | |
| Earnings per share (Note 24) | |||||
| 9710 | Basic | $ 3.19 | $ 2.70 | ||
| 9810 | Diluted | $ 3.18 | $ 2.69 |
The accompanying notes are an integral part of the standalone financial statements.
China Steel Structure Co., Ltd.
Standalone Statement of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: thousand NTD
| Code | Ordinary share capital | Capital surplus | Retained earnings | Other Equity | Total | Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Statutory surplus reserve | Special surplus reserve | Undistributed earnings | Total | Exchange differences on translating foreign operations | Unrealized gains and losses on financial assets at fair values through other comprehensive income | Gain (loss) on hedging instruments | ||||||
| A1 | Balance on January 1, 2024 | $ 2,000,000 | $ 1,376,649 | $ 795,842 | $ 158,453 | $ 1,029,900 | $ 1,984,195 | $ (3,245) | $ 39,863 | $ (4) | $ 36,614 | $ 5,397,458 |
| Appropriation of 2023 earnings (Note 20) | ||||||||||||
| B1 | Legal reserve | - | - | 53,747 | - | (53,747) | - | - | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | (380,000) | (380,000) | - | - | - | - | (380,000) |
| - | - | 53,747 | - | (433,747) | (380,000) | - | - | - | - | (380,000) | ||
| C7 | Changes in associates | - | (775) | - | - | (214) | (214) | - | - | - | - | (989) |
| C17 | Other changes in capital surplus | - | 39 | - | - | - | - | - | - | - | - | 39 |
| D1 | Net profit for the year ended December 31, 2024 | - | - | - | - | 539,479 | 539,479 | - | - | - | - | 539,479 |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax | - | - | - | - | 40,262 | 40,262 | 1,595 | (169,324) | 4 | (167,725) | (127,463) |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 579,741 | 579,741 | 1,595 | (169,324) | 4 | (167,725) | 412,016 |
| Q1 | Disposals of investments in equity instruments at fair value through other comprehensive income by associates | - | - | - | - | 5,406 | 5,406 | - | (5,406) | - | (5,406) | - |
| Z1 | Balance at December 31, 2024 | 2,000,000 | 1,375,913 | 849,589 | 158,453 | 1,181,086 | 2,189,128 | (1,650) | (134,867) | - | (136,517) | 5,428,524 |
| Appropriation of 2024 earnings (Note 20) | ||||||||||||
| B1 | Legal reserve | - | - | 58,493 | - | (58,493) | - | - | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | (400,000) | (400,000) | - | - | - | - | (400,000) |
| - | - | 58,493 | - | (458,493) | (400,000) | - | - | - | - | (400,000) | ||
| C7 | Changes in associates | - | (267) | - | - | - | - | - | - | - | - | (267) |
| C17 | Other changes in capital surplus | - | 35 | - | - | - | - | - | - | - | - | 35 |
| D1 | Net profit for the year ended December 31, 2025 | - | - | - | - | 638,401 | 638,401 | - | - | - | - | 638,401 |
| D3 | Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 25,650 | 25,650 | (6,381) | (16,846) | 11 | (23,216) | 2,434 |
| D5 | Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | - | 664,051 | 664,051 | (6,381) | (16,846) | 11 | (23,216) | 640,835 |
| Code | Ordinary share capital | Capital surplus | Retained earnings | Other Equity | Total | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Statutory surplus reserve | Special surplus reserve | Undistributed earnings | Total | Exchange differences on translating foreign operations | Unrealized gains and losses on financial assets at fair values through other comprehensive income | Gain (loss) on hedging instruments | Total | ||||||
| Q1 | Disposals of investments in equity instruments at fair value through other comprehensive income by associates | $ - | $ - | $ - | $ - | $ 3,992 | $ 3,992 | $ - | $ (3,992) | $ - | $ (3,992) | $ - | |
| T1 | Difference between the fair value consideration and book value of associates during acquisition or disposal (Note 27) | - | 7,650 | - | - | - | - | - | - | - | - | - | 7,650 |
| Z1 | Balance at December 31, 2025 | $ 2,000,000 | $ 1,383,331 | $ 908,082 | $ 158,453 | $ 1,390,636 | $ 2,457,171 | $ (8,031) | $ (155,705) | $ 11 | $ (163,725) | $ 5,676,777 |
The accompanying notes are an integral part of the standalone financial statements.
China Steel Structure Co., Ltd.
Standalone Cash Flow Statement
January 1 to December 31, 2025 and 2024
Unit: thousand NTD
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| A10000 | Profit before income tax | $ 675,341 | $ 625,643 |
| A20010 | Adjustments for: | ||
| A20100 | Depreciation expense | 177,899 | 160,288 |
| A20200 | Amortization expense | 2,419 | 2,379 |
| A20900 | Finance costs | 63,318 | 70,497 |
| A21200 | Interest income | (395) | (456) |
| A21300 | Dividend income | (2,454) | (2,603) |
| A22300 | Share of the profit of subsidiaries and associates | (246,008) | (211,096) |
| A22500 | Loss on disposal of property, plant and equipment | 531 | 59,879 |
| A23700 | Loss (reversal) of inventories | (3,485) | 4,359 |
| A23800 | Reversal of Impairment on investment properties | (13,128) | - |
| A29900 | Loss on unrealized construction costs | 99,152 | 62,510 |
| A29900 | (Reversal) loss of provisions | 8,269 | 5,022 |
| A30000 | Changes in operating assets and liabilities | ||
| A31125 | Contract assets | 167,597 | 555,676 |
| A31130 | Notes receivable | 105,839 | (167,795) |
| A31150 | Accounts receivable | 149,634 | (1,203,878) |
| A31160 | Accounts receivable - related parties | 9,873 | 135,691 |
| A31180 | Other receivables | (24,219) | 413 |
| A31200 | Inventories | 24,999 | (371,078) |
| A31230 | Prepayments | 5,888 | 9,808 |
| A31990 | Net defined benefit assets | (299) | (723) |
| A32125 | Contract liabilities | 750,949 | 274,875 |
| A32130 | Notes payable | - | (891) |
| A32150 | Accounts payable | 172,198 | 262,428 |
| A32160 | Accounts payable - related parties | 292,311 | 41,034 |
| A32180 | Other payables | 84,970 | 28,196 |
| A32230 | Other current liabilities | (482) | 403 |
| A33000 | Cash generated from operations | 2,500,717 | 340,581 |
| A33500 | Income taxes paid | (102,006) | (121,644) |
| AAAA | Net cash generated from operating activities | 2,398,711 | 218,937 |
-33-
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash Flows from Investing Activities | |||
| B01900 | Disposal of investments accounted for using equity method | $ 41,600 | $ - |
| B02700 | Acquisition for property, plant and equipment | (175,251) | (126,728) |
| B02800 | Proceeds from disposal of property, plant and equipment | 259 | 413 |
| B03800 | Decrease (increase) in refundable deposits | (11,096) | 2,883 |
| B04500 | Acquisition for intangible assets | (545) | (2,009) |
| B05400 | Acquisition of investment properties | (15,488) | - |
| B06500 | Increase in other financial assets | (52) | (47) |
| B07500 | Interest received | 395 | 455 |
| B07600 | Dividends received from associates | 211,415 | 142,916 |
| B07600 | Dividends received from others | 2,454 | 2,603 |
| BBBB | Net cash generated from investing activities | 53,691 | 20,486 |
| Cash flow from financing activities | |||
| C00200 | Increase (decrease) in short-term borrowings | (1,697,525) | 1,127,309 |
| C00500 | Increase (decrease) in short-term bills payable | 120,000 | (420,000) |
| C01900 | Repayments of long-term borrowings | - | (500,000) |
| C03000 | Increase (decrease) in guarantee deposits | 877 | (2,915) |
| C04020 | Repayments of principal of lease liabilities | (27,951) | (11,211) |
| C04500 | Dividends paid | (400,000) | (380,000) |
| C05600 | Interest paid | (65,400) | (69,074) |
| C09900 | Unclaimed overdue dividend | 35 | 39 |
| CCCC | Net cash used in financing activities | (2,069,964) | (255,852) |
| EEEE | Net increase (decrease) in cash and cash equivalents | 382,438 | (16,429) |
| E00100 | Cash and cash equivalents of the beginning of the period | 41,206 | 57,635 |
| E00200 | Cash and cash equivalents of the end of the period | $ 423,644 | $ 41,206 |
The accompanying notes are an integral part of the standalone financial statements.
China Steel Structure Co., Ltd.
Audit Committee's Audit Report
The Company's 2025 Individual Financial Report and Consolidated Financial Report (audited and certified by CPAs Kuo, Lee-Yuan and Hsu, Jui-Hsuan of Deloitte Taiwan), Business Report, and Earnings Distribution Proposal prepared by the Board of Directors were audited by the Audit Committee, who considered them to be compliant with regulations. The Audit Report is therefore provided in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Please review and assess the preceding items.
The above is respectfully submitted to
The Company's 2026 General Shareholders Meeting
China Steel Structure Co., Ltd.
Audit Committee Convener: Lee, Hwa-Teng
February 24, 2026
-35-
To help shareholders learn more and download the contents of the full financial report,
We invite you to visit China Steel Structure's website
(ULR: http://www.cssc.com.tw)
And inquire in “Financial Information” under “Stockholder Services”
-36-
Agenda Item 2
Proposed by the Board of Directors of the Company
Agenda: The Company's 2025 earnings distribution proposal is filed for ratification.
Explanation: I. The proposed distribution of 2025 earnings are shown in the table below. The net income of 2025 shall be prioritized for the Company's earnings distribution. Cash dividends to be distributed total NT$480,000,000 (NT$2.4 per share).
II. The baseline date for the distribution of common share cash dividends shall be determined by the chairman after the proposal is submitted to the general shareholders' meeting for discussion and passed.
Unit: NTD
| China Steel Structure Co., Ltd.
Projected Earnings Distribution Statement of 2025 | |
| --- | --- |
| Summary | Amount |
| Opening undistributed earnings | $ 722,592,996 |
| Net income of the current period | $ 638,401,310 |
| Remeasurement of defined benefit plan | |
| converted into retained earnings | 18,614,926 |
| Investment-adjusted retained earnings using equity method | 11,026,823 |
| The net profit after tax of this period plus items other than net profit of this period are included in the undistributed earnings of the current year | 668,043,059 |
| Allocated legal reserve | (66,804,306) |
| Appropriation for special reserve | (5,270,841) |
| Distributable earnings | 1,318,560,908 |
| Distribution of common share dividends - cash NT$2.4 per share | (480,000,000) |
| Undistributed earnings at the end of the period | $ 838,560,908 |
Note 1: All distribution of earnings in this period shall be distributed in cash. The total number of fractional amounts below NT$1 as a result of the distribution of shareholder bonuses shall be listed as the Company's other income.
Note 2: A proposal will be submitted to the shareholders meeting to authorize the Board of Directors to make changes to the shareholders' dividend distribution ratio due to changes in the number of outstanding shares as a result of the Company buying back its own shares or transferring, converting or canceling its treasury shares.
Resolution:
-37-
Elections
Proposed by the Board of Directors of the Company
Agenda: The election of 11 Directors (including 3 Independent Directors) for the Company's 17th-term Board of Directors in the general shareholders' meeting this year (2026) is filed for election.
Explanation:
I. The term of the Company’s 16th-term Board of Directors, comprising 11 directors (including 3 independent directors), will expire on May 30, 2026. The Company plans to conduct a full re-election of 11 directors (including 3 independent directors) for the 17th-term Board of Directors at the annual general meeting this year. The term of office will be three years, from May 28, 2026 to May 27, 2029.
II. For the 16th-term Directors, Article 199-1 of the Company Act states “where all directors of a company are re-elected, prior to the expiration of the term of office of existing directors, and in the absence of a resolution that existing directors will not be discharged until the expiry of their present term of office, all existing directors shall be deemed discharged in advance. The aforesaid re-election shall be attended by shareholders who represent more than one-half of the total number of issued and outstanding shares.”
III. The election of the Board of Directors shall be based on a candidate nomination system. The list of candidates is specified below. Shareholders are requested to vote on the candidates on the list.
-38-
Resolution:
| Candidate List for 17th-term Directors | |||||||
|---|---|---|---|---|---|---|---|
| Candidate No. | Candidate Category | Name of Nominee | Personal ID No. or Unified Business No. | Number of shares held | Education | Experience | Job Title |
| 1 | Director | China Steel Corporation Representative: Chen, Jui-Teng | 30414175 | 66,487,844 shares | Master of Industrial Engineering and Management, National Chiao Tung University | Chairman, China Steel Structure Co., Ltd. | Chairman, China Steel Structure Co., Ltd. |
| 2 | Director | China Steel Corporation Representative: Huang, Yuan-Chang | 30414175 | 66,487,844 shares | Master of Civil Engineering, National Central University | President of China Steel Structure Co., Ltd. | President of China Steel Structure Co., Ltd. |
| 3 | Director | China Steel Corporation Representative: Liou, Horng-Yih | 30414175 | 66,487,844 shares | PhD in Materials Science and Engineering, National Cheng Kung University | Vice President, Technology Division, China Steel Corporation | Vice President, Technology Division, China Steel Corporation |
| 4 | Director | Dragon Steel Corporation Representative: Liang, Nai-Wen | 84613756 | 4,217,000 shares | Master of Mining, Metallurgical and Materials Science, National Cheng Kung University | Chairman, Dragon Steel Corporation | Chairman, Dragon Steel Corporation |
| 5 | Director | China Steel Chemical Corporation Representative: Tseng, Wen-Liang | 23221384 | 600,069 shares | Master of Chemical and Materials Engineering, National Kaohsiung University of Science and Technology | President, China Steel Chemical Corporation | President, China Steel Chemical Corporation |
| 6 | Director | Taiwan Mask Corporation Representative: Tu, Chun-Jung | 22099408 | 14,299,000 shares | Department of Accounting, Tamkang University | Chairman, Chander Electronics Corp. | Chairman, Chander Electronics Corp. |
| 7 | Director | Great Grandeul Steel Co., Ltd. Representative: Kuo, Chih-Hao | 07638005 | 3,899,000 shares | PhD in Electrical Engineering, University of Michigan (United States) | Special Assistant to Chairman, Great Grandeul Steel Co., Ltd. | Special Assistant to Chairman, Great Grandeul Steel Co., Ltd. |
| 8 | Director | Grace Investment Co., Ltd. Representative: Chen, Che-Sheng | 54206177 | 496,000 shares | Ph.D. in Material Science, Tokyo University (Japan) | Chairman, Berlin Co., Ltd. | Chairman, Berlin Co., Ltd. |
| Candidate List for 17th-term Independent Directors | ||||||||
|---|---|---|---|---|---|---|---|---|
| Candidate No. | Candidate Category | Name | Personal ID No. or Unified Business No. | Number of shares held | Education | Experience | Job Title | Has the candidate served three consecutive terms as an Independent Director? |
| 9 | Independent Director | Chiang, Jia-Ling | T22XXXXXX02 | 0 | Master of Accounting, University of Missouri-Kansas City | Retired CPA, Deloitte Taiwan | Retired CPA, Deloitte Taiwan | No |
| 10 | Independent Director | Chen, Chin-Fang | A22XXXXXX08 | 0 | Master of Laws, National Chengchi University Master of Agricultural Engineering, National Taiwan University | Director, Chang Sheng Law Firm | Director, Chang Sheng Law Firm | No |
| 11 | Independent Director Huang, Chung-Fa | Huang, Chung-Fa | S12XXXXXX77 | 0 | PhD of Civil Engineering, National Central University | Professor, Department of Civil Engineering, National Kaohsiung University of Science and Technology | Professor, Department of Civil Engineering, National Kaohsiung University of Science and Technology | No |
-40-
-41-
Other Proposals
Proposed by the Board of Directors of the Company
Agenda: Proposal to release the prohibition on competitive activities of Directors of the Company 17th term of Board of Directors.
Explanation:
I. This proposal is processed in accordance with Article 209, Paragraph 1 of the Company Act: “A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the shareholders' meeting the essential contents of such an act and secure its approval”.
II. As the Company’s newly-elected 17th-term Directors (where a corporate shareholder is elected as a Director, it shall include the corporate shareholder and its designated representative) may have investments in or serve as directors or managerial officers in other companies with identical or similar business operations as the Company, the shareholders' meeting is requested to agree to the release of the prohibition on competitive activities for the Company’s newly-elected 17th-term Directors (where a corporate shareholder is elected as a Director, it shall include the corporate shareholder and its designated representative) if such conditions apply (details provided in the Attachment).
Resolution:
Table
| Director Candidate Name | Name of Company of Concurrent Service | Concurrent Role in Company |
|---|---|---|
| China Steel Corporation Representative: Chen, Jui-Teng | CHC Resources Corporation United Steel Engineering & Construction Corp. Nikken & CSSC Metal Products Co., Ltd. | Director Director Chairman |
| China Steel Corporation Representative: Huang, Yuan-Chang | Pro-Ascentek Investment Corporation Kaohsiung Rapid Transit Corp. Overseas Investment & Development Corp. China Prosperity Development Corporation | Director Director Director Director |
| China Steel Corporation Representative: Liou, Horng-Yih | China Steel Corporation InfoChamp Systems Corporation China Steel Chemical Corporation Central Development Holdings Limited/ China Steel Power Corporation Honley Auto. Parts Co., Ltd. HC&C Auto Parts Co., Ltd. Rechi Precision Co., Ltd. CSC Tours | Vice President, Technology Division Chairman Director Director Director Director Director Director |
| Dragon Steel Corporation Representative: Liang, Nai-Wen | Dragon Steel Corporation CSC Tours | Chairman Director |
| China Steel Chemical Corporation Representative: Tseng, Wen-Liang | China Steel Chemical Corporation Ever Wealthy International Corporation Changzhou China Steel New Materials Technology Co., Ltd. Pro-Ascentek Investment Corporation | Director Chairman Chairman Director |
| Taiwan Mask Corporation Representative: Tu, Chun-Jung | Chander Electronics Corp. Toptrend Technology Corp. Chuanxin Sustainable Management Consulting Co., Ltd. Quan Yun Car Rental Co., Ltd. Yun Fang Co., Ltd. Changer Metals Corp. Moment Semiconductor, Inc. DARA Power Co., Ltd. WinTech Digital Technology Limited | Chairman Director Chairman Chairman Chairman Chairman Chairman Director |
| Great Grandeul Steel Co., Ltd. Representative: Kuo, Chih-Hao | Great Fortune Steel Co., Ltd. C. Hao Corporation Great Grandeul Asset Management Co., Ltd. | Director Director Director |
| Grace Investment Co., Ltd. Representative: Chen, Che-Sheng | Berlin Co., Ltd. AON Inc. IKKA Holding (Cayman) Limited Pro-Ascentek Investment Corporation | Chairman Chairman Independent Director Director |
-43-
Extempore Motions
I. China Steel Structure Co., Ltd. Rules of Procedure for Shareholders Meetings
Established on October 1, 2003
8th amendment on August 26, 2021
Article 1
Unless otherwise stated by law or the Articles of Incorporation, the Rules of Procedure for Shareholders' Meetings of the Company shall be organized according to these Rules.
Article 2
Unless otherwise specified by law, shareholders' meetings are convened by the board of directors.
The Company shall prepare an electronic file that contains the meeting notice, a proxy form, a detailed description of various agenda items to be acknowledged or discussed during the meeting, and notes on re-election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before a general shareholders' meeting, or 15 days before a special shareholder shareholders' meeting. At least 21 days before an annual general meeting, or 15 days before a special shareholders' meeting, an electronic copy of the shareholders' meeting manual and supplementary information shall be posted onto MOPS. Physical copies of the shareholders' meeting manual and supplementary information shall also be prepared at least 15 days before the meeting and made accessible to shareholders at any time. These documents must be placed within the company's premises and at the share administration agency appointed by the Company, and distributed on-site at the shareholders' meeting.
Agenda items must be explained in detail in the meeting notices and announcements. Subject to agreement by the receiving party, meeting notices may also be delivered electronically.
-44-
Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Article 185, Paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as special motions.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
Shareholders who own more than 1% of the company's outstanding shares are entitled to propose agenda items for discussion in general shareholders' meetings. However, they may only propose one agenda item and additional proposals shall not be included in the agenda. The Board of Directors may disregard shareholders' proposals if the proposed agenda item involves any of the circumstances listed in Article 172-1, Paragraph 4 of the Company Act.
Shareholders may propose recommendations to urge the Company to promote public interests or fulfill its social responsibility, but is limited to one proposal in accordance with Article 172-1 of the Company Act, and additional proposals shall not be included in the
-45-
agenda.
The Company shall announce, before the book closure date, the conditions, the written or digital format accepted, and places and time in which shareholders' proposals are accepted. The period of acceptance shall be no shorter than ten days.
Shareholders shall limit their proposed agenda items to 300 words; proposals that exceed 300 words shall be excluded from the agenda. Shareholders who have successfully proposed agenda items shall attend the shareholders' meeting in person or through proxy attendance and participate in the discussion.
The Company shall notify the proposing shareholders of the outcome of their proposed agenda items before the date the meeting notice is sent. Meanwhile, agenda items that satisfy the conditions listed in this Article shall be included as part of the meeting notice. During the shareholders' meeting, the Board of Directors shall explain the reasons why certain proposed agenda items are excluded from discussion.
Article 3 Shareholders may appoint proxies to attend shareholders' meetings by completing the Company's proxy form and specifying the scope of delegated authority.
Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must arrive at the company at least five days before the shareholders' meeting. In the event that multiple proxy forms are issued, the proxy form that arrives first shall prevail. However, exception shall be granted if the shareholder issues a proper declaration to withdraw the previous proxy arrangement.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company at least 2
-46-
business days before the meeting date. If the withdrawal is made after the prescribed period, then the voting decision exercised by the proxy shall prevail.
Article 4 Shareholders' meetings shall be held at the location of the company or at any place that are suitable and convenient for shareholders to attend. Meetings shall not begin earlier than 9:00 AM or later than 3:00 PM.
Article 5 The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders or proxies appointed by shareholders (hereinafter referred to as shareholders) who attend the meeting shall be given a copy of the meeting manual, annual report, attendance pass, attendance sign-in card, opinion slip, ballots and any information relevant to the meeting. Shareholders shall also be given election ballots where election of directors is to take place.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. They shall also submit their sign-in cards for registration. With regard to the certification documents for shareholders' attendance, the Company may not arbitrarily request shareholders to present other additional certification documents. Shareholders who wish to acquire a proxy form must present proof of identity on-site for
-47-
verification.
Where the shareholder is a government agency or corporate entity, more than one representative may attend the shareholders' meetings on their behalf.
Corporate entities that have been designated as proxy attendants shall only appoint one representative to attend the shareholders' meeting.
Article 6 Shareholders' meetings that are convened by the Board of Directors shall be chaired by the chairperson. If the chairman is unable to perform such duties due to leave of absence or any reason, the chairperson may appoint one of the directors to act on the chairperson's behalf. If the chairperson does not appoint a delegate, one shall be elected among the directors to act on the chairperson's behalf.
When a director serves as chair in accordance with the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall apply for a representative of a corporate director that serves as chair.
Shareholders meetings convened by the Board of Directors should be chaired by the chairman in person, attended by more than half of all directors and the convener of the Audit Committee in person, and attended by at least one representative member of each functional committee. In addition, a record of attendance shall be made in the shareholders' meeting minutes.
For shareholders' meetings convened by any authorized party other than the Board of Directors, the convener will act as the meeting chair. If there are two or more conveners at the same time, one shall be appointed from among them to chair the meeting.
The Company may summon its lawyers, certified public accountants,
-48-
and any relevant personnel to be present at the shareholders' meeting.
Article 7 The Company shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures starting from the time it accepts shareholder attendance registrations. The recorded materials of the preceding paragraph shall be retained for at least 1 year. However, if a shareholder makes a litigious claim against the Company according to Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 8 The attendance in shareholders' meetings shall be calculated based on numbers of shares. The shares in attendance shall be calculated in accordance with the number of attendance cards submitted by shareholders in attendance. Where the voting right is exercised in writing or by way of electronic transmission in accordance with Article 12, Paragraph 1, the number of shares that have been used to exercise voting rights in writing or in electronic format shall be used for the calculation.
The chairperson shall announce the commencement of the meeting when the scheduled time arrives, and shall also announce the number of shares without voting rights and number of shares in attendance. However, if those in attendance represent less than half of the company's outstanding shares, the chairperson may announce to postpone the meeting up to two times, for a period totaling no more than one hour. Except for cases processed in accordance with Paragraph 3, the chair shall dismiss the meeting if shareholders in attendance represent less than half of outstanding shares after two postponements.
If the shareholders in attendance represent more than one-third but
-49-
less than half of outstanding shares after two postponements, the shareholders in attendance may reach a tentative resolution according to Article 175, Paragraph 1 of the Company Act. This tentative resolution shall be communicated to every shareholder and another shareholders' meeting shall be held within one month. However, this does not apply to matters that require special resolutions in accordance with the Company Act or other laws, and the Articles of Incorporation.
If during the process of the meeting the number of issued shares represented by the shareholders present are sufficient to constitute the quorum, the chairperson may submit the tentative resolutions to the meeting for approval in accordance with Article 174 of the Company Act.
Article 9 If the shareholders' meeting is convened by the Board of Directors, the Board of Directors shall determine the meeting proceedings. Related discussions (including motions and amendments of original proposals) shall be voted on a case-by-case basis. The proceedings shall not be changed unless resolved during the shareholders' meeting.
The above rule also applies if the shareholders' meeting is convened by any authorized party other than the Board of Directors.
In either of the two arrangements described above, the chair cannot dismiss the meeting while an agenda item (including extempore motions) is still in progress. If the chair violates the meeting policy by adjourning the meeting when he/she is not permitted to do so, other members of the board shall immediately assist the attending shareholders to elect another chair with the support of more than half of voting rights represented and continue the meeting.
With regard to the agenda items, amendments, alternative proposal, or special motions proposed during the meeting, the chair may
-50-
announce to discontinue further discussion if the issue in question is considered to have been sufficiently discussed to proceed with the voting. The chair shall also arrange adequate time for voting.
The shareholders cannot designate any other person as chair and continue the meeting in the same or another place after the discussions are over and the chair adjourns the meeting in accordance with the Rules of Procedure.
The chair shall be objective and independent and he/she shall strictly abide by the Rules of Procedure to ensure the smooth progression of the meeting.
Shareholders in attendance are obligated to follow the Rules of Procedure, speak politely, and maintain the order of the meeting.
Article 10 Shareholders who wish to speak during the meeting must produce an opinion slip, detailing the topics and the shareholder's account number and name. The order of shareholders' comments shall be determined by the chair.
Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated on the opinion slip, only the actual comments expressed shall be recorded.
Each shareholder shall speak more than twice, for five minutes each, on the same agenda item unless otherwise agreed by the chair. The chair may stop shareholders from speaking they violate the rules or speak outside the agenda item under discussion.
While a shareholder is speaking, other shareholders shall not speak simultaneously or interfere in any way unless agreed by the chair and the person speaking. Any violators shall be restrained by the chair.
Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one
-51-
representative may speak per agenda item.
After the shareholder has finished speaking, the chair may answer to the shareholder's queries personally or appoint any relevant personnel to do so.
Article 11 The Company's shareholders shall be entitled to one vote for each share held, except for the circumstances described in Subparagraph 3 of Paragraph 1 of Article 157, Paragraph 2 of Article 179, or Paragraph 2 of Article 197-1 of the Company Act where shareholders have restricted or no voting rights.
Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.
Except in the exercise of voting rights for electing directors, shareholders cannot vote, or appoint proxies to vote, on any agenda items in which they have a conflict of interest that would be detrimental to the best interests of the Company. The number of shares held by shareholders who are not permitted to vote shall be excluded from the total voting rights represented in the meeting.
With the exception of trust enterprises and certain share administration agencies approved by the competent authority, a proxy may not represent more than 3% of total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from calculation. However, they shall still be included into the number of voting rights of the shareholder in attendance.
Article 12 Voting rights can be exercised electronically or in writing during a shareholders' meeting; The shareholders' meeting notice must explain the methods through which shareholders may exercise voting rights in writing or in electronic form. Shareholders who have voted in writing or using the electronic method are considered to
-52-
have attended shareholders' meeting in person. However, they are considered to have waived their rights to participate in any special motions or amendments to the original agendas that may arise during the shareholders' meeting. The Company is therefore shall avoid the submission of extraordinary motions and amendments to original proposals.
Instructions to exercise written and electronic votes must be delivered to the company at least two days before the shareholders' meeting. In the event where there are duplicate submissions, the earliest submission shall be taken into record. However, exception shall be granted if the shareholder issues a proper declaration to withdraw the previous vote.
If the shareholder decides to attend the shareholders' meeting in person after submitting a written or electronic vote, a proper declaration of withdrawal must be issued in the same method as did the original vote no later than two days before the shareholders' meeting. If the withdrawal is not received in time, then the written or electronic vote shall be taken into record. If the shareholder has exercised written or electronic votes, and at the same time delegated a proxy to attend the shareholders meeting, then the voting decision exercised by the proxy shall prevail.
Except for the exercise of voting rights in writing or electronic method, the chair may choose to proceed with voting with any of the following methods:
I. A vote by ballot.
II. Vote by electronic method such as barcode or keyboard input.
Unless otherwise specified in the Company Act, other regulations, or the Articles Incorporation of the Company, a resolution on a proposal and associated motions or a special motion shall be adopted by a majority of the votes represented by the shareholders
-53-
present at the meeting. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders for each proposal. The shareholder shall vote on each proposal and the results of shareholders' agreement, objection, and abstention shall be input on the Market Observation Post System.
An agenda item or special motion is considered passed if the chairperson receives no objections from any meeting attendants. This voting method has the same effect as those specified in Paragraph 4.
In cases where a proposal, special motion, or associated motion is met with objection when opinions is requested in accordance with the preceding paragraph, the chair may determine to allow only the approving shareholders or the objecting shareholders to exercise their voting rights. However, where the voting rights exercised by the objecting shareholder does not meet the required voting rights for vetoing the proposal or motion, the approving shareholders shall still be required to exercise the voting rights.
In cases where there are several amendments or alternative resolutions to a certain agenda item, the chair shall determine the order in which the new and original proposals are voted on. If any resolution is passed, all other proposals shall be deemed rejected and no further voting is necessary.
Before the voting begins, the chair shall appoint two ballot examiners and several ballot counters to perform the respective duties, provided that the ballot examiners shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of
-54-
the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 13 Where the shareholders' meeting involves the election of directors, the election must proceed according to the Company's Rules Governing the Election of Directors, and results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, as well as the names of those who were not elected and the number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitors and kept in proper custody for at least one year. However, if a shareholder makes a litigious claim against the Company according to Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.
Article 14 Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chair then disseminated to each shareholder no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.
Distribution of the meeting minutes as described in the preceding paragraph may be conducted by uploading them to the Market Observation Post System.
The minutes must detail the date and venue of the meeting, the chairperson's name, the method of resolution, and the proceeding and results of votes (including the tallied number of votes). Where there is an election of directors, the number of votes of each candidate shall be disclosed. Minutes for the shareholders' meetings shall be perpetually kept by the Company during its legal existence and they shall be fully disclosed on the Company's website.
-55-
Any resolutions that are passed with shareholders expressing no objection to the chairperson's inquiry shall be remarked as "Passed without objection from any shareholders present in the meeting." However, if there are objections from shareholders toward a proposal and the proposal was put to a vote, the decision method and result shall be clearly noted.
Article 15 During the shareholders' meeting, the Company shall publish information regarding the number of shares acquired by solicitors and the number of shares represented by proxies using the prescribed format.
The company must disclose on MOPS any shareholders' meeting resolutions that constitute material information as defined by law or the rules of the Taiwan Stock Exchange Corporation.
Article 16 Organizers of the shareholders' meeting must wear proper identification or arm badges.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. While maintaining order in the meeting, all proctors or security staff must wear proper identification or arm bands which identify their roles as "Proctors".
The chair may stop anyone who attempts to speak using speaker equipment not provided by the Company and use the speaker equipment he/she prepared.
The chair may instruct proctors or security staff to remove shareholders who continue to violate the meeting rules or other conduct other actions that disrupts order in the meeting despite being warned by the chair.
Article 17 The chair may put the meeting in recess at appropriate times. In the occurrence of force majeure events, the chair may suspend the meeting temporarily and resume at another time.
If the shareholders' meeting is unable to conclude all scheduled
-56-
agenda items (including special motions) before the venue is due to be returned, participants may resolve to continue the meeting at an alternative location.
A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 18 These Rules shall be implemented following approval from the shareholders' meeting. The same procedure shall apply for amendments to these Rules.
-57-
II. China Steel Structure Co., Ltd. Rules Governing the Election of Directors
Established on June 13, 2016
2nd amendment on June 22, 2022
Article 1 Unless elsewhere regulated by law or the Articles of Incorporation, the election of the Company's Directors shall be governed by these Rules.
Article 1-1 The overall composition of the Board of Directors shall be taken into consideration in the selection of the Company's Directors. The composition of the Board of Directors shall be determined by taking diversity into consideration. Furthermore, an adequate diversification policy shall be developed based on the operations, mode of operation, and development requirements of the Board. This policy should include, but not be limited to, the following two categories of standards:
I. Basic qualifications and value: Gender, age, nationality, and culture.
II. Professional knowledge and skills: Professional background (e.g. legal, accounting, business sector, finance, marketing, or technology), professional skills, or industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
I. Ability to make sound business judgments.
II. Ability to conduct accounting and financial analysis.
III. Ability to manage a business.
IV. Ability to respond to a crisis.
V. Industry knowledge.
-58-
VI. An understanding of international markets.
VII. Leadership ability.
VIII. Decisioning abilities.
More than half of the Directors of the Company shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other Director.
Article 2
The election of Directors of the Company shall be based on the candidate nomination system stipulated in Article 192-1 of the Company Act so that the Company may elect eligible Directors. Independent Directors and non-independent Directors shall be nominated separately and shareholders shall choose from the two candidate lists.
Where special provisions in Articles 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies apply to the nomination of the Company's Independent Directors, such provisions shall apply.
The qualifications for the Independent Directors of the Company shall be pursuant to Articles 2, 3, and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".
The Company's Independent Directors and non-independent Directors shall be elected concurrently and the seats shall be calculated separately.
When the number of Directors falls below the number of Directors elected in accordance with the Articles of Incorporation due to the dismissal of a Director for any reason, the Company shall hold a byelection to fill the vacancy at its next shareholders' meeting. However, once the vacancies on the board of the Company reach one-third of the number of seats as established in the Company's regulations, the Company shall convene a special shareholders'
-59-
meeting to elect replacements within sixty days of the occurrence of the vacancies.
When the number of Independent Directors of the Company falls below that required under the proviso of Article 14-2, Paragraph 1 of the Securities and Exchange Act, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the Independent Directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 3 The Company shall elect Directors by single-name cumulative voting. Each ordinary share has voting rights equal to the number of directors to be elected. The voting rights may be concentrated to one candidate or be distributed to several candidates.
Article 4 The Board of Directors shall prepare ballots for Directors in numbers corresponding to the Directors to be elected and the serial number on attendance cards shall also be printed and filled with the number of voting rights, which shall then be distributed to shareholders of ordinary shares attending the shareholders meeting.
The name of a voter may be replaced by the attendance card serial number printed on the ballot.
No ballots shall be produced for shareholders of ordinary shares who exercised their voting rights electronically.
Article 5 Independent Directors or non-independent Directors of the Company shall be elected in accordance with the number of seats and the candidates with the most votes shall be elected as Independent Directors or non-independent Directors in sequence. If two or more candidates receive the same number of votes and the total number of Directors elected exceeds the stipulated number of appointed Directors, the winner shall be determined through lot-
-60-
drawing. The lot may be drawn by the chair on behalf of the absentees.
Article 6 Before the election begins, the chair shall appoint two ballot examiners and several ballot counters to perform duties relating to the election. Ballot examiners must be shareholders.
Article 7 The missions of the ballot examiners are as follows:
I. Inspect the ballot box publicly prior to voting.
II. Immediately seal the ballot box and open the seal and retrieve ballots after voting is completed and deliver the ballots to the counting personnel for counting.
III. Inspection or determination of invalid ballots.
IV. Verify the number of ballots and number of voting rights compiled by the ballot counter.
V. Assist the chair in maintaining order in voting and vote counting.
The ballot box specified in Subparagraph 1 of the preceding paragraph shall be prepared by the Board of Directors.
Article 8 The voter shall specify the following information from the list of Independent Directors or non-independent Directors on the "Candidate" column of the ballot and place the ballot into the ballot box.
I. If a candidate is a natural-person shareholder or non-shareholding natural person, the voter shall specify the name and candidate number.
II. If the candidate is a corporate entity or government shareholder, the voter shall specify the name and candidate number of the corporate entity or government shareholder.
III. If the candidate is a representative assigned by a corporate entity or government shareholder, the voter shall fill out the name of the corporate entity or government shareholder, the
-61-
name of the representative, and the candidate number.
Article 9 Ballots are considered void in any of the following circumstances:
I. The voter fails to submit the attendance card to complete registration procedures.
II. The voter does not use ballots prepared by the authorized convener.
III. Two or more candidates are specified on the same ballot.
IV. Ballots that contain writings other than the candidate's name or the candidate number.
V. Ballots that are torn and incomplete.
VI. Contaminated ballots on which the voted candidate cannot be identified.
VII. A blank ballot is placed in the ballot box.
VIII. The writing is unclear and indecipherable or has been altered. However, this does not apply to corrections, additions, or deletions made for errors.
IX. The candidate's name or candidate number written on the ballot has omissions or is inconsistent with that which is provided in the candidates' list.
X. The selected candidate for Independent Director or non-Independent Director is not in the list of candidates for Independent Directors or non-Independent Directors.
Article 10 The ballots should be counted onsite after voting. The ballot examiners shall determine whether the ballots are invalid. In the event of a dispute, it shall be determined by a vote of all ballot examiners. Where the numbers of votes for and against the validity of the ballot are the same, the ballot shall be deemed as invalid.
Article 11 After the ballots are counted, the ballot examiners shall verify the total number of valid ballots and invalid ballots and enter the number allocated to valid votes and invalid votes and the voting
-62-
rights into the records which shall be delivered to the chair to announce the list of elected Directors and the number of voting rights they received, as well as the names of those who were not elected and the number of votes they received.
Article 12 The ballot examiners shall seal the valid and invalid votes separately and jointly sign on the seal. They shall also specify envelopes containing invalid ballots as "invalid" and deliver them to the Company for custody. The ballots shall be kept for at least one year. However, if a shareholder makes a litigious claim regarding the election of Directors against the Company according to Article 189 of the Company Act, the above-mentioned documents shall be retained until the end of the litigation.
Article 13 These Rules shall be implemented following approval from the shareholders' meeting. The same procedure shall apply for amendments to these Rules.
-63-
III. China Steel Structure Co., Ltd. Articles of Incorporation
Established on February 17, 1977
36th amendment on May 28, 2025
Chapter I. General Provisions
Article 1 The Company is organized pursuant to the provisions of a company limited by shares under the Company Act, and is named "中國鋼鐵結構股份有限公司" with its English name as China Steel Structure Co., Ltd.
Article 2 The scope of business operations of the Company is as follows:
CA01050 Iron and steel rolling, drawing, and extruding
CA01990 Other non-ferrous metal basic industries
CA02010 Metal architectural components manufacturing
CA02060 Manufacture of metal containers
CA02990 Other metal product manufacturing industry
CB01010 Manufacture of machinery and equipment
CB01030 Pollution controlling equipment manufacturing
CB01990 Other machinery manufacturing industry
CZ99990 Other industrial products manufacturing not elsewhere classified
E103011 Steel construction
E604010 Machinery installation
EZ02010 Derrick construction
EZ03010 Furnace installation construction
EZ99990 Other construction
F107170 Wholesale of industrial catalyst
F107990 Wholesale of other chemical products
F111090 Wholesale of building materials
F112020 Wholesale of coal and products
-64-
F199010 Wholesale of recycling materials
F199990 Other wholesale trade
F401010 International trade
H703100 Real estate rental and leasing
I199990 Other consultancy
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The headquarters of the Company is registered in Kaohsiung City, Taiwan. The Company may establish branch offices in suitable locations in Taiwan or abroad.
Article 3-1 When the Company becomes the shareholder of limited liability in other companies, its total amount of investment in such companies shall not be subject to the restriction of 40% of the total paid-up capital of the Company specified in Article 13 of the Company Act.
Article 3-2 The Company may endorse and guarantee in accordance with the Procedures for Making Endorsements and Guarantees based on business requirements.
Article 4 Unless otherwise stated in regulations of the competent authority of securities, the Company's announcements shall be made on newspapers, electronic newsletters, or a website set up or designated by the central competent authority.
Chapter II. Shares
Article 5 The Company's total capital is NT$2.5 billion, which is distributed into 250 million shares at NT$10 per share for issuance in separate batches.
Article 5-1 If the Company has profit in the fiscal year, the Board of Directors shall resolve to distribute no less than 0.1% of the profit as remuneration to employees and no more than 1% as remuneration to directors. The recipients of employee remuneration shall include employees of subordinate companies meeting certain criteria. In
-65-
addition, no less than 30% of employee remuneration shall be allocated to non-executive employees.
A sum shall be set aside in advance to pay down any outstanding cumulative losses of the Company before employee and director remuneration can be allocated according to the above percentage.
Employee and director remuneration proposals shall be submitted to the Board of Directors for resolution and presented to the shareholders' meeting.
Article 5-2
I. In the event of surplus earnings after closing of annual accounts, due taxes shall be paid in accordance with the law, and losses incurred in previous years shall be compensated. Upon completion of the preceding actions, 10% of the remainder surplus shall be allocated as statutory reserve. However, in the event that the accumulated statutory reserve is equivalent to or exceeds the Company's total paid-in capital, such allocation may be exempted. The remainder may be set aside or reversed as special surplus reserve in accordance with laws and regulations. The Board of Directors shall draft the proposal for shareholder dividend allocation based on the remaining profit, if any, along with the accumulated undistributed earnings for the previous year, and submit the draft to the shareholder's meeting which shall determine whether to distribute dividends or retain the earnings.
II. As the Company operates in a complicated industry environment, and its corporate life cycle falls within a period of maturity, the Board of Directors shall consider the stability of dividends when formulating the dividend distribution proposal. Except when there is need for capital, the dividends for ordinary shares should be at least 50% of the aforementioned distributable earnings. The distribution of
-66-
dividends and bonuses shall be no less than 50% in cash and no more than 50% in shares.
Article 6
Unless the Company's stocks are not printed, the share certificates shall be registered, numbered, and signed or sealed by a director representing the Company. The attestation of share certificates shall be made by banks competent to serve as attesters for the issuance of share certificates under the laws.
Stocks issued by the Company are not required to be printed. The Company, however, shall contact the centralized securities depository enterprise institution for registration of the share certificates, and shall comply with the institution's regulations.
Article 7
All the Company's share certificates shall be registered and affixed with the true names of the shareholders. For government institutions or corporate entities, the addresses and true names of its shareholders and/or its representatives shall be entered into the Company's share ledger. For shares jointly owned by two or more shareholders, one shareholder shall be appointed as a representative.
Article 8
Where a stock certificate is transferred, lost, or destroyed, it shall be processed in accordance with the Company Act and the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority.
Article 9
When replacements of share certificates are issued due to demerger, merger, loss, or destruction, the Company may charge a fee to cover costs incurred.
Article 10
Shareholders shall send their seal specimens to the Company for registration; the same shall apply for changes. Stock affairs, collection of dividends, or exercise of other rights shall be processed based on the seal registered at the Company.
Article 11
If a shareholder loses the seal, he/she has registered with the
-67-
Company, he/she shall immediately notify the Company in writing to replace the seal.
Article 12 Title transfer of stocks shall be not be allowed within sixty days before the general shareholders' meeting is held, within thirty days before a special shareholders meeting is held, or within five days before the base date for distribution of stock dividends or other benefits determined by the Company.
Chapter III. Shareholder's meeting
Article 13 Unless otherwise specified by law, shareholders' meetings are convened by the board of directors.
The Company's shareholders' meetings fall into one of the following two categories:
I. General shareholders' meeting.
II. Special shareholders meeting.
The general meeting shall be convened within six months of the end of each fiscal year by the Board of Directors.
Special shareholders' meetings may be convened according to the law when necessary.
Article 14 All shareholders shall be informed of the date, location, and agenda 30 days before a general meeting or 15 days before a special meeting is convened. For shareholders that hold less than one thousand shares, meeting notices can be communicated by way of public announcement 30 days before a general meeting or 15 days before a special meeting is convened.
Article 15 Unless otherwise regulated by the law, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
Article 16 When the number of shareholders present does not constitute the quorum prescribed in the preceding article, but those present
-68-
represent one third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. A notice of such tentative resolution shall be given to each of the shareholders based on the latest address registered in the register of shareholders. The shareholders' meeting shall be convened within one month. When the number of shareholders present in the reconvened shareholders' meeting represents one third or more of the total number of issued shares, and a resolution has received the approval of more than half of the voting rights of the shareholders in attendance, an official resolution can be made. The aforementioned special resolution method is not applicable for matter specified in Article 185, Article 209, Article 240, Article 241, Article 277, and Article 316 of the Company Act.
Article 17 The Company's shareholders shall be entitled to one vote for each share held, except for the circumstances described in Subparagraph 3 of Article 157, Paragraph 2 of Article 179, or Paragraph 2 of Article 197-1 of the Company Act where shareholders have restricted or no voting rights.
Article 18 A shareholder who cannot attend shareholders' meeting may appoint a proxy to attend on his/her behalf and exercise rights by executing a power of attorney in accordance with laws.
Article 19 Shareholders' meetings that are convened by the Board of Directors shall be chaired by the chairman. If the chairperson is absent, the chairperson may appoint one of the directors to act on the chairperson's behalf. If the chairperson does not appoint a delegate, one shall be elected among the directors to act on the chairperson's behalf. For shareholders' meetings convened by any authorized party other than the Board of Directors, the convener will act as the meeting chair. If there are two or more conveners at the same time, one shall be appointed from among them to chair
-69-
the meeting.
Article 20 Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chair of the shareholders' meeting. It shall be delivered to the Board of Directors as records of the Company along with the attendance book of the shareholders in attendance and the proxy forms of proxies in attendance. The minutes shall then disseminate to each shareholder no later than 20 days after the meeting. The meeting minutes may be delivered by way of public announcement.
The meeting minutes must also be kept permanently.
Chapter IV. Directors and the Audit Committee
Article 21 The Company shall have seven to eleven directors. They shall serve three-year terms and they may be reelected.
Each share shall be empowered with voting rights equal to the number of elected directors in elections of directors in the shareholders' meeting. These voting rights may be concentrated on one candidate or separated across a number of candidates. Candidates with the highest number of votes shall be elected as the directors. Among the directors to be elected in accordance with Paragraph 1, the number of independent directors shall be no less than three and they shall not represent less than one-fifth of the directors to be elected. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination, and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act and other relevant regulations.
The Company adopts a candidate nomination system for the election of directors; shareholders shall elect directors from among the nominees listed on the roster of director candidates. The
-70-
independent directors and non-independent directors shall be nominated separately and elected concurrently. The seats shall be calculated separately.
Article 22 The Company has established the Audit Committee and its members are responsible for carrying out their duties specified in the Company Act, Securities and Exchange Act and other relevant regulations. The Audit Committee shall be composed of all the independent directors. It shall have at least three committee members and one of them shall serve as the convener. At least one of the members shall have accounting or financial expertise. Resolutions at meetings of the Audit Committee shall be adopted with the approval of one half or more of the entire membership.
The exercise of the powers of the Audit Committee, its organization charter, and other matters for compliance shall be processed in accordance with the Securities and Exchange Act and other relevant laws or the Company's regulations.
Article 23 The Board of Directors consists of directors. The Board of Directors shall appoint one chairman of the Board during a board meeting with more than two-thirds of directors present, and with the approval of more than half of all attending directors. The chairperson shall represent the Company externally.
Article 24 Except for the first meeting of the Board of Directors of each term, which shall be called and chaired by the director that received votes representing the largest portion of voting rights in which the directors were elected, the chairman shall convene meetings of the Board of Directors. A notice of the reasons for convening a meeting shall be given to each director 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice.
The notice in the preceding paragraph shall include the reason for
-71-
convening the meeting and be provided in print, electronic document, or fax.
Article 25 Board meetings shall be chaired by the chairman. If the chairperson is absent, the chairperson may appoint one of the directors to act on the chairperson's behalf. If the chairperson does not appoint a delegate, one shall be elected among the directors to act on the chairperson's behalf.
Article 26 Unless otherwise provided for under the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
Article 26-1 Resolutions in meetings of the Board of Directors shall be compiled into detailed minutes which shall be signed or sealed by the chairperson and disseminated to each shareholder in printed or electronic document format no later than 20 days after the meeting. The meeting minutes shall be stored at the Company along with the attendance book with signatures of the directors in attendance and the proxy forms for proxy attendees.
Article 27 When a meeting of the Board of Directors is convened, a director may appoint a proxy to attend a meeting by issuing a proxy form which specifies the scope of authority. However, a director may only be made proxy for a maximum of one other director. In case a meeting of the Board of Directors is proceeded via video conference, directors' attendance in board meetings via video conference shall be considered as attendance in person.
Article 28 The Board of Directors shall exercise its duties in accordance with laws, the Articles of Incorporation, and resolutions of the shareholders' meeting.
Article 29 The responsibilities of the Board of Directors are as follows:
I. Review and approval of the Company's annual business strategy and business budget.
-72-
II. Review and approval of the Company's annual Business Report and Financial Report.
III. Formulation of proposals to amend the Articles of Incorporation, change of capital, and Company's dissolution or merger.
VI. Review and approval of the budget for capital expenditures beyond the amount authorized for the Board of Directors.
V. Formulation of proposals for earnings distribution or to offset losses.
VI. Approval of the appointment and dismissal of the Company's managerial officer, and highest-ranking finance, accounting, and audit officers.
VII. Approval of the establishment and withdrawal of branch institutions.
VIII. Review and approval of investments in other businesses;
IX. Review and approval of the main rights, obligations, and terms of important bylaws and contracts.
X. Approval or review of the establishment or amendments to asset acquisition/disposal procedures, derivative trading procedures, procedures on loans to others, endorsement and guarantee procedures, other procedures of major financial consequences, and the internal control system.
XI. Approval of employees' salary standards.
XII. Review or approval of other matters authorized by law or duties approve.
Article 30 (deleted)
Article 31 (deleted)
Article 31-1 The transportation allowance of directors, remuneration of independent directors, and salary of the chairman shall be determined by the Board of Directors based on prevailing rates of
-73-
the industry and listed companies. The chairman shall be applicable to related regulations regarding employee salary payment and provided with other allowances.
Article 31-2 The Company may purchase liability insurance for its directors to cover their terms of service based on the compensation liabilities associated with their business liabilities.
The Company shall report the insured amount, coverage, premium rate, and other major contents of the liability insurance it has purchased or renewed for directors at the next board meeting.
Chapter V. Managerial Officers and Other Employees
Article 32 The Company shall appoint one President and three Vice Presidents. The appointment, dismissal and remuneration of the managerial officer in the preceding paragraph shall be processed in accordance with Article 29 of the Company Act. A director may serve concurrently as a managerial officer specified in Paragraph 1.
Article 33 The President shall uphold all strategies determined by the Board of Directors and oversee all businesses of the Company.
Article 34 With the exception of the Company's managerial officer and the highest-ranking finance, accounting, and audit officers whose appointment shall require a resolution of the meeting of the Board of Directors, the appointment of the Company's other managers ranked level 1 or above shall be proposed by the President and approved by the chairman. Other employees shall be appointed by the President.
Chapter VI. Financial Report
Article 35 The Company's fiscal year begins on January 1 and ends on December 31. The fiscal year shall be named based on its corresponding number on the Republic of China calendar. At the end of each fiscal year, the Board of Directors shall formulate the
-74-
following documents and submit them to the shareholders' meeting for ratification:
I. Business Report.
II. Financial Statements.
III. Proposals for distribution of earnings or make-up of deficit.
Article 36 (deleted)
Chapter VII. Supplementary provisions
Article 37 The Company's internal organization shall be determined by the Board of Directors.
Article 37-1 Where an individual or his/her ancestor who has or has not established a will currently serves or had previously served as the Company's director, supervisor, or employee or performs duties for directors, supervisors, or employees of any other company based on the Company's invitation and becomes a party to any litigation or legal proceedings, the Company may provide compensation for all actual and necessary fees, including attorneys' expenses, for the litigation or legal procedures that involve such individuals or for any appeals made. However, such directors, supervisors, or employees shall be held liable for negligence or violation of duties. The compensation and rights awarded to directors, supervisors, and employees shall not preclude any other due rights and interests.
Article 38 Any matters that are not addressed in the Articles of Incorporation shall be governed by regulations in the Company Act.
Article 39 The Articles of Incorporation were established on February 17, 1977. The 1st amendment was made on March 27, 1978. The 2nd amendment was made on April 27, 1979. The 3rd amendment was made on May 3, 1980. The 4th amendment was made on April 25, 1981. The 5th amendment was made on May 24, 1982. The 6th amendment was made on April 27, 1984. The 7th amendment was made on October 26, 1984. The 8th amendment was made on June
-75-
29, 1985. The 9th amendment was made on April 30, 1990. The 10th amendment was made on November 2, 1990. The 11th amendment was made on April 30, 1991. The 12th amendment was made on December 20, 1991. The 13th amendment was made on April 15, 1993. The 14th amendment was made on August 25, 1993. The 15th amendment was made on June 27, 1995. The 16th amendment was made on April 30, 1996. The 17th amendment was made on June 15, 1999. The 18th amendment was made on June 12, 2000. The 19th amendment was made on June 7, 2001. The 20th amendment was made on June 18, 2002. The 21st amendment was made on June 20, 2003. The 22nd amendment was made on June 15, 2004. The 23rd amendment was made on June 22, 2005. The 24th amendment was made on June 14, 2006. The 25th amendment was made on June 13, 2007. The 26th amendment was made on June 19, 2008. The 27th amendment was made on June 23, 2010. The 28th amendment was made on June 15, 2012. The 29th amendment was made on June 25, 2015. The 30th amendment was made on June 13, 2016. The 31st amendment was made on June 21, 2017. The 32nd amendment was made on June 18, 2019. The 33rd amendment was made on June 23, 2020. The 34th amendment was made on August 26, 2021. The 35th amendment was made on June 22, 2022. The 36th amendment was made on May 28, 2025.
-76-
Shareholding Status of All Directors
(As of the book closure date of the shareholders' meeting of the current year: March 30, 2026)
| Title | Name | Elected | Number of Shares Held when Elected | Shares currently held | Remarks | ||||
|---|---|---|---|---|---|---|---|---|---|
| Date | Type | Number of Shares | Percentage of Shares Issued at the Time | Type | Number of Shares | Percentage of Shares Issued at the Time | |||
| Chairman of the Board | China Steel Corporation Representative: Chen, Jui-Teng | 2023.05.31 | Ordinary shares | 66,487,844 | 33.24% | Ordinary shares | 66,487,844 | 33.24% | |
| Director | China Steel Corporation Representative: Huang, Yuan-Chang | ||||||||
| Director | China Steel Corporation Representative: Jeng, Jih-Jau | ||||||||
| Director | IHI Corporation (Japan) Representative: Lin, Tao-Peng | 2023.05.31 | Ordinary shares | 11,061,690 | 5.53% | Ordinary shares | 11,061,690 | 5.53% | |
| Director | Dragon Steel Corporation Representative: Liang, Nai-Wen | 2023.05.31 | Ordinary shares | 4,217,000 | 2.11% | Ordinary shares | 4,217,000 | 2.11% | |
| Director | China Steel Chemical Corporation Company Limited Representative: Tseng, Wen-Liang | 2023.05.31 | Ordinary shares | 600,069 | 0.30% | Ordinary shares | 600,069 | 0.30% | |
| Director | Great Grandeul Steel Co., Ltd. Representative: Kuo, Chih-Hao | 2023.05.31 | Ordinary shares | 3,899,000 | 1.95% | Ordinary shares | 3,899,000 | 1.95% | |
| Director | Grace Investment Co., Ltd. Representative: Chen, Che-Sheng | 2023.05.31 | Ordinary shares | 496,000 | 0.25% | Ordinary shares | 496,000 | 0.25% | |
| Independent Director | Lee, Hsiu-Ling | 2023.05.31 | Ordinary shares | 0 | 0.00% | Ordinary shares | 0 | 0.00% | |
| Independent Director | Lee, Hwa-Teng | 2023.05.31 | Ordinary shares | 0 | 0.00% | Ordinary shares | 0 | 0.00% | |
| Independent Director | Lo, Wei | 2023.05.31 | Ordinary shares | 0 | 0.00% | Ordinary shares | 0 | 0.00% | |
| Total | 86,761,603 | 86,761,603 |
Total number of shares issued on March 30, 2026: 200,000,000 shares
Note: 1. All directors of the Company are required by law to hold a total of 12,000,000 shares. As of Saturday, March 30, 2026, the directors held 86,761,603 shares.