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CSSSC AGM Information 2026

May 21, 2026

51952_rns_2026-05-21_44831dac-7d43-42ae-a645-e375bef85283.pdf

AGM Information

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Stock Code:2025

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CHIEN SHING STAINLESS STEEL CO., LTD.

Annual General Meeting 2026

The Meeting Handbook

Time and Date: 10:00 a.m. on June 9, 2026 (Tuesday)

Venue: No. 47, Xinjian Rd., South Dist., Tainan City (Hotel Château Anping)

Method: Offline shareholders' meeting


Table of Contents

One. Meeting Procedure --- 1
Two. Meeting Agenda --- 2
I. Management Presentation (Company Reports) --- 3
II. Acknowledgments --- 3
III. Discussion --- 4
IV. Extraordinary Motions --- 4
V. Meeting Adjourned --- 4
Three. Appendices
I. Business Report 2025 --- 5
II. Audit Committee’s Review Report --- 11
III. CPAs’ Review Report and the Financial Report --- 12
IV. Deficit Compensation Statement 2025 --- 22
V. Comparison Table of Amendment to the “Articles of Incorporation” --- 23
VI. Comparison Table of Amendment to the “Operational Procedures for Acquisition or Disposal of Assets” --- 24
Four. Appendix
I. Articles of Incorporation [before amendment] --- 26
II. “Operational Procedures for Acquisition and Disposal of Assets” (before amendment) --- 33
III. Rules of Procedure for Shareholders Meetings --- 51
IV. Number of shares held by all directors and minimum number of shares required to be held --- 54
V. Other matters --- 55


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Chien Shing Stainless Steel Co., Ltd.

Procedure for Annual General Meeting 2026

I. Call the meeting to order
II. Remarks of the chair
III. Report Items
IV. Acknowledgments
V. Discussion
VI. Extraordinary Motions
VII. Meeting Adjourned


Annual General Meeting 2026 of Chien Shing Stainless Steel Co., Ltd.

Time and Date: 10:00 a.m. on June 9, 2026 (Tuesday)

Venue: No. 47, Xinjian Rd., South Dist., Tainan City (Hotel Château Anping)

Method: Offline shareholders' meeting

I. Call the meeting to order

II. Remarks of the chair

III. Report Items

(I) Business Report 2025.
(II) Report of the 2025 financial statements reviewed by the Audit Committee.

IV. Acknowledgments

(I) Motion to recognize the Company’s 2025 business report and financial report.
(II) Motion to recognize the Company’s 2025 Statement of Deficit Compensation.

V. Discussion

(I) Proposed amendments to certain provisions in the Company’s “Articles of Incorporation”.
(II) Proposed amendments to certain provisions of the Company's “Operational Procedures for Acquisition or Disposal of Assets”.

VI. Extraordinary Motions

VII. Meeting Adjourned

  • 2 -

Report Items

Motion 1
(proposed by the Board of Directors)

Motion: The 2025 business report, please review.

Explanation: For the Company’s 2025 business report, please refer to Attachment 1 on P. 5-10 in the Handbook.

Motion 2
(proposed by the Board of Directors)

Motion: Report of the 2025 financial statements reviewed by the Audit Committee, please review.

Explanation: The Company’s 2025 financial statements reviewed by the Audit Committee and a review report issued. For the financial statements reviewed by the Audit Committee, please refer to Attachment 2 on P. 11 in the Handbook.

Acknowledgments

Acknowledgement 1
(proposed by the Board of Directors)

Motion: Acknowledgment for the motion to recognize the Company’s 2025 business report and financial report.

Details:
1. The Company’s 2025 financial report audited by CPAs Hung-Ju Liao, Hi-Chien Li of Deloitte & Touche, along with the business report were reviewed by the Audit Committee, and is subject to recognition by the shareholders’ meeting.
2. For the 2025 business report, Audit Committee’s review report, CPAs’ audit report and financial statements, please refer to Attachment 1 on P. 5-10, Attachment 2 on P.11 and Attachment 3 on P. 12-21 in the Handbook.

Resolution:

Acknowledgement 2
(proposed by the Board of Directors)

Motion: Acknowledgment for the motion to recognize the Company’s 2025 loss allocation, please review.

Explanation:
1. The Company’s deficit carried forward at the beginning of 2025 was NT$257,346,364. The net loss after tax for 2025 was NT$31,495,514. The actuarial gain on defined benefit plans was NT$408,038. The deficit carried forward at the end of the period was NT$288,433,840.
2. As the Company had accumulated losses as of December 31, 2025, bonuses to shareholders, remuneration to directors and employees are not distributed.
3. For the Company’s 2025 Deficit Compensation Statement, please refer to Attachment 4 on P. 22 in the Handbook.

Resolution:


  • 4 -

Discussions

Discussion 1
(proposed by the Board of Directors)

Cause: Proposed amendments to certain provisions in the Company’s “Articles of Incorporation,” please discuss.

Description:
1. Pursuant to the directive issued by the Ministry of Economic Affairs on July 23, 2025, under reference Jing-Show-Shang-Zi No. 11430092560, it is proposed to amend Articles 8 and 27 of the Company's Articles of Incorporation.
2. For the Comparison of Table of Amendments to the “Articles of Incorporation,” please refer to Attachment 5 on P. 23 in the Handbook.

Resolution:

Discussion 2
(proposed by the Board of Directors)

Cause: Proposed amendments to certain provisions of the Company's “Operational Procedures for Acquisition or Disposal of Assets,” please discuss.

Description:
1. In compliance with regulatory authority requirements, it is proposed to amend Article 13 of the Company's Operational Procedures for Acquisition or Disposal of Assets.
2. For the Comparison of Table of Amendments to the “Operational Procedures for Acquisition or Disposal of Assets,” please refer to Attachment 6 on P. 24-25 in the Handbook.

Resolution:

Extraordinary motions

Meeting Adjourned


Attachment 1

Chien Shing Stainless Steel Co., Ltd. Report to Shareholders

I. Business Report 2025

(I) Implementation result of the business plan:

Although the global economy gradually stabilized in 2025, the overall manufacturing sector continued to be affected by international exchange rate policies, fluctuating energy prices, and geopolitical risks, resulting in limited market recovery. In the stainless steel market, nickel prices are expected to remain range-bound following gradual adjustments in supply and demand. However, overcapacity in China remains a concern and continues to put downward pressure on steel prices in Asia. In Taiwan, the TWD exchange rate and raw material costs of the upstream steel mills remain key factors influencing the steel coil prices, with market demand primarily consisting of short-term orders and rigid needs.

In view of the above situation, Chien Shing will continue to strengthen supply chain management and cost control, and will flexibly adjust procurement and inventory based on the market trends to maintain price competitiveness. Meanwhile, the Company will also strengthen its long-term partnerships with customers, develop differentiated products and services, and optimize production processes to enhance quality and efficiency. Through robust operational strategies and risk management, the Company aims to maintain stable operations, seeking growth opportunities in an uncertain market environment.

The Company's 2025 operating income totaled NT$818,724 thousand, a decrease of $22.64\%$ from NT$1,058,326 thousand for 2024; the operating loss totaled NT$236,788 thousand, an increase of NT$31,838 thousand from NT$204,950 thousand for 2024. The net loss after tax for 2025 amounted to NT$31,496 thousand, compared to a net loss after tax of NT$245,954 thousand for 2024, representing a decrease of $87.19\%$ in the net loss.

(II) Budget implementation status: Not applicable as the Company did not disclose financial forecast information to the public in 2025.
(III) Financial income and expenses, financial structure and profitability analysis

Analysis Item 2025 2024
Financial income and expenditure Net operating income (NT$ thousand) 818,724 1,058,326
Operating profit (loss) (NT$ thousand) (236,788) (204,950)
Net profit (loss) after tax (NT$ thousand) (31,496) (245,954)
Financial structure Debt to assets ratio (%) 33.22 5.51
Long-term capital to property, plant and equipment ratio (%) 323.39 409.72
Profitability Return on assets (%) (1.31) (14.65)
Return on equity (%) (2.17) (15.52)
Ratio of net income before tax to paid-in capital (%) (1.09) (14.14)
Net profit margin (%) (3.85) (23.24)

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Analysis Item 2025 2024
Earnings per share (NT$) (0.18) (1.42)

(IV) Research and Development:

The Company continues to focus on improving product quality and process efficiency as its R&D priority. With assistance from the cold rolling mill's process units, we have strengthened the real-time feedback mechanisms and online monitoring capabilities to gradually promote the labor-saving automation in production and maintenance operations. The Company also continuously optimize controls key parameters that may affect stainless steel production quality in order to reduce defect rates and improve overall quality stability. In the future, the Company will continue the technology exchange with professional technology vendors and third-party organizations to introduce external expertise and new technologies, thereby strengthening process improvements and further enhancing product competitiveness.

II. Summary of the 2026 Business Plan

(I) Business Policy:

Although the world is full of uncertainty, it seems that the prices of stainless steel and carbon steel have gradually stabilized. The overall economic situation of the steel industry this year is expected to be more stable compared to last year.

With the changes in the economy around the world, the Company not only increases the flexibility of order transfer but also continues to cultivate existing mature channels, consolidate existing customers, and actively develop markets. It is aiming to strengthen the upstream links and the stability of material sources and prices in the hope of expanding the sales market share. Due to the prevailing trade protectionism in the world, many countries have proposed anti-dumping and defensive measures on imports in recent years. Meanwhile, the confrontation between the US and China has intensified and the supply chain has been restructured. Sandwiched between the two powers highlights the relatively difficult situation for Taiwanese companies in global trade. Therefore, in addition to relying on the revitalization plan of the government, we will continue to reduce the cost of production and sales through the resource integration of upstream and downstream in the steel industry in order to improve the competitiveness of the Company and our customers in the steel market.

Furthermore, the Company's operating direction will also be adjusted according to the changes in the market. To seek growth, favorable preparation and plans will be drawn up based on the market evaluation in a bid to respond to the actual situation in the future steel industry. The Company will also uphold the spirit of stable quality, stable existing suppliers, flexible sales, and comprehensive services, and actively respond to changes in the situation to grasp the pulse of the market in order to achieve operational goals.

(II) Important production and marketing policies:

  1. Market development and channel strategy

The Company will continue to flexibly leverage price variations across different regions, adopt the most advantageous market entry and switching strategies, and mitigate the impact of fluctuations in any single market on its operations. In addition to strengthening existing mature channels, we are also actively expanding into export markets and maintaining close collaboration with local distributors and traders to boost order intake and improve market synergy. Meanwhile, the Company maintains existing customer relationships, strengthens after-sales services, and gradually expands new distribution channels in line with the increased production volume.

  1. Product and quality strategy

The Company adheres to the business philosophy of "customer first, quality first," and implements the quality policies of "reasonable prices" and "on-time delivery." We enhance customer trust by improving product quality and delivery reliability. To enhance the overall competitiveness of the stainless steel products, the Company continuously promotes the


development of differentiation and high-value-added products. Meanwhile, it reduces process defects and defect rates through existing process improvements, a defect feedback mechanism, and a commitment to continuous improvement, seeking to make quality replace price as the main competitive edge, and enhancing the market reputation of Chien Shing.

3. Production management and supply chain collaboration

In response to evolving global trade conditions and fluctuating raw material prices, the Company will continue to enhance collaboration and communication with upstream raw material suppliers to ensure supply stability and procurement flexibility. Meanwhile, we will adjust production/manufacturing strategies as market conditions require, maximize production capacity utilization, and strengthen integrated production and sales management to improve overall operational efficiency.

(III) Expected sales volume and its basis

1. The Company's sales forecast for 2026 is as follows:

| Year
Item | Expected sales volume in 2026 |
| --- | --- |
| Stainless steel coils | 23,100 ton |

2. Basis:

Under the influence of multiple factors – including a slowdown in global economic growth, rising operating costs due to energy and electricity prices, continued oversupply of stainless steel in China, and geopolitical uncertainties – the overall demand for stainless steel remained weak, and downstream customers generally adopted a conservative purchasing strategy. The Company's order volume has fluctuated over the past three years: rising sharply from 9,965 tonnes in 2023 to 18,262 tonnes in 2024, but falling back to 14,350 tonnes in 2025, indicating that market demand has not yet fully stabilized.

Under these circumstances, the Company is prudently adjusting production capacity and sales strategies, and developing conservative forecasts based on existing customer purchasing trends, industry cycles, and historical sales data.

However, as international inflationary pressures ease, inventory levels normalize, and demand in some end markets shows signs of recovery, along with restocking efforts following supply chain adjustments, the Company also sees potential for a gradual market rebound. Although orders received in 2025 dropped year-on-year, it remained above trough levels, indicating that underlying demand has not worsened.

Considering both conservative and optimistic factors, the Company estimates stainless steel coil sales volume for 2026 to be 23,100 tons, based on the principles of prudence and stability. We will maintain stable growth momentum in a changing market environment by optimizing our product mix, strengthening collaboration with existing customers, and expanding into both domestic and overseas markets.

III. Future development strategy of the company

(I) Diversified market expansion and product value enhancement


  1. Deepen export strategies and enhance the market flexibility.

We will continue to leverage our distribution partners and foreign trading companies to strengthen global market connections and expand into high-growth regional markets. By leveraging price discrepancies across different markets and building cross-regional transfer capabilities, we seek to mitigate operational risks associated with single-market volatility.

  1. Consolidating the domestic sales base and optimizing the customer mix

We will stabilize the cooperation with key customers, and actively develop new customers in midstream and downstream processing and end applications, to increase product penetration and build a more comprehensive domestic sales channel network.

  1. Developing differentiated and high-value-added products

We continuously promote the strategy of increasing product value by focusing on niche products such as thin plates and customized sizes, strengthening the sales proportion of high-value-added products to enhance product competitiveness and operational efficiency.

(II) Raw material procurement optimization

  1. Strengthening raw material supply chain resilience and inventory management

Based on market fluctuations, we establish reasonable safety stock levels, control delivery schedules, reduce capital tied up, and improve inventory turnover efficiency to lower the risk of price declines and operating costs.

  1. Diversifying raw material sourcing and establishing a transparent price inquiry mechanism

We strengthen the cooperation with domestic and foreign raw material suppliers, and explore new sources to diversify procurement risks. By establishing a transparent price inquiry and evaluation system, we monitor market prices in real time and enhance procurement decision-making.

(III) ESG Sustainability and Corporate Governance Enhancement

  1. Implementing of Corporate Governance 3.0 and information transparency

We continuously advance Corporate Governance 3.0 initiatives according to the statutory timeline, strengthen internal controls and the quality of information disclosure, and further refine the preparation and disclosure processes for the sustainability report to improve corporate governance evaluation performance.

  1. Responding to climate change and implementing carbon reduction management

We continuously accommodate the government sustainability policies and net-zero emission pathways by conducting greenhouse gas inventories, verification, and reduction planning; we also enhance energy efficiency, reduce the environmental impact of operations, and progressively advance toward net-zero carbon emissions.

  1. Enhancing workplace safety and environmental protection performance

We continuously improve the work environment, strengthen occupational safety and health management, and reduce the risk of workplace accidents. We promote waste reduction and resource recycling, and strengthen pollution prevention and environmental management to enhance corporate sustainability.

IV. Impact from external competitive environment, regulatory environment and general business

  • 8 -

environment

(I) International raw material prices and market volatility

In 114, the global stainless steel and steel market was still impacted by price volatility in key alloying materials like nickel and chromium. Market prices remained unstable, and investor confidence in the raw materials market was relatively subdued. The energy costs in Europe remained persistently high, and with the USA and parts of Asia facing inflationary pressures, steel production costs continued to rise, impacting overall profit margins. The rise in raw material prices offers some support for stainless steel alloy surcharges, but downstream demand remains weak, leaving short-term price recovery uncertain.

After the pandemic, the global economy has continued to recover, but the growth momentum remains uneven. Fluctuations and adjustments in the raw material supply chain continue to impact steel prices and market confidence.

(II) International trade and geopolitical challenges

In recent years, international trade protectionism has risen, with many countries implementing anti-dumping duties and tariffs on imported steel to safeguard their domestic industries. Due to shrinking domestic markets, some countries in Asia and other regions are exporting large volumes of low-priced steel, leading to international market friction. The US-China trade war and supply chain restructuring have increased export risks, challenging the export strategies of the steel industry in Taiwan.

In response to this situation, the Company has been continuously optimizing its market strategy, reducing its reliance on a single market, and actively expanding into new markets to strengthen international competitiveness and ensure operational stability.

(III) Industry competition and strategic partnership

The domestic steel market is highly competitive. Steel mills face a challenging operating environment due to the influence of international economic cycles, changes in costs, and fluctuations in raw material prices. The market model, once dominated by competition, is now shifting toward partnership and resource sharing in response to the rapid changes in the global market. Upstream and downstream manufacturers can effectively enhance industrial chain resilience and overall production efficiency through strategic alliances, joint material sourcing, technical support, or differentiated product development.

The Company also closely monitors domestic and international markets, as well as the competitive landscape, and continues to strengthen collaboration with customers and suppliers to ensure a stable supply of raw materials, enhance product competitiveness, and expand market service capabilities.

(IV) Changes in the regulations and the energy environment

The steel industry is a high-energy-consuming and resource-intensive sector, and is therefore heavily influenced by the national energy policies, electricity price adjustments, environmental regulations, and greenhouse gas emission controls. Following the governmental promotion of the 2050 net-zero transition policy, requirements for carbon emission management and inventory verification are increasing year by year, and gradually aligning with international standards like the

  • 9 -

Carbon Border Adjustment Mechanism (CBAM), adding to the compliance pressures and operational cost burdens of the steel industry.

In addition to carbon emissions, the environmental regulations concerning waste disposal, pollution control, and water resource management are becoming increasingly strict. Companies need to invest more resources in upgrading facilities, improving energy efficiency, and optimizing production processes to meet the regulatory requirements and enhance their sustainability. Overall, changes in the regulations not only increase costs but also accelerate companies' progress toward sustainability and process innovation.

(V) Impacts on the Company's business operations and response strategies

In light of the rapid changes in the market environment, the Company continues to refine internal management and adjust business strategies. Including:

  1. Maintenance of customer relationships and expanding the market:
    We stabilize the existing downstream customer base and actively develop new markets to reduce reliance on single markets and enhance the stability of order source.

  2. Production automation and efficiency improvement:
    We continuously improve processes and enhance production line automation to reduce labor costs, minimize inventory, shorten lead times, and improve capacity utilization.

  3. Enhancement of quality and cost management:
    We reduce raw material loss, lower scrap rates, and enhance product value and quality consistency through quality control, process improvement, and energy management.

  4. Raw material risk diversification and supply chain management:
    We establish diversified sources for raw materials and a transparent bidding process, monitor market conditions, and maintain reasonable inventory levels to mitigate the impact of price volatility on operations.

(VI) Sustainable development and low-carbon steel trends

Steel is an indispensable material for the construction, transportation, and manufacturing industries. Its production process is carbon-intensive and has become a major focus of global climate policy. In response to the global trend toward low-carbon transformation, the Company is actively promoting green production by gradually adopting energy-saving and carbon-reduction technologies, improving energy efficiency, and implementing measures for waste recycling and water resource circulation to minimize the environmental impact of its processes.

On the path to sustainable development, the Company views environmental protection and economic benefits as equally important goals. Through continuous improvement and management innovation, we aim to enhance corporate resilience and international competitiveness, fulfill, our corporate social responsibility, and advance toward our long-term vision of sustainable operations.

Chairman: Fu-Chuan Wei
Managerial Officer: Li-Yun Chiu
Head of Accounting: Li-Yun Chiu


Attachment 2

Chien Shing Stainless Steel Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has submitted the Company’s 2025 financial report, which has been jointly audited by CPA Hung-Ju Liao and CPA Hi-Chien Li of Deloitte & Touche and an auditor report has been issued. These and the business report and loss allocation table have been reviewed by the Audit Committee with no discrepancy found. We have presented you the reports based on the provisions stipulated in Article 14-4 and Article 36 in the Securities and Exchange Act and Articles 219 and 228 in the Company Act.

Regards,

Annual General Meeting 2026 of Chien Shing Stainless Steel Co., Ltd.

Convener of the Audit Committee: 楊金毓

March 24, 2026


Attachment 3

CPAs' Audit Report

To Chien Shing Stainless Steel Co., Ltd.:

Audit opinion

We have audited the accompanying individual balance sheet of Chien Shing Stainless Steel Co., Ltd. (the “Company”) as of December 31, 2025 and December 31, 2024, and the individual comprehensive income statements, individual statements of changes in equity, and individual cash flow statements for the period from January 1 to December 31, 2025 and the period from January 1 to December 31, 2024, and the notes to the individual financial statements (including a summary of significant accounting policies).

In our opinion, the accompanying individual financial statements are prepared, in all material aspects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (“FSC”) and can fairly present the individual financial position of the Company as of December 31, 2025 and December 31, 2024, and its individual financial performance and individual cash flows for the period from January 1 to December 31, 2025 and the period from January 1 to December 31, 2024.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual financial statements of the Company for the year 2025. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We decided the key audit matters are the followings:


  • 13 -

Valuation of Inventories

The amount of inventory of the Company is material to the financial statements. The inventory is valued at the lower of the cost of inventory and the net realizable value. Since the management judgment is involved when deciding the net realizable value parameter assumptions, the inventory valuation is listed as a key audit matter. For the uncertainty of accounting policies, significant accounting judgments, estimation, and assumptions related to the valuation of inventories, and relevant disclosures, please refer to Notes 4, 5 and 10 to the financial statements.

We have performed the main audit procedures against the said matters as below:

I. Understanding and evaluating the appropriateness of the Company's policy for losses from inventory valuation decline and internal control.

II. Obtaining the inventory valuation statement and check the accuracy and reasonableness of the net realizable value calculated by sampling.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 auditing standards 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 auditing standards of the Republic of China, we exercise professional judgment and 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 misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 Company's 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 Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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 Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 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

  • 14 -

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.

Deloitte Taiwan

CPA Hung-Ju Liao

CPA Chi-Chen Li

The Financial Supervisory Commission
R.O.C. Approval No. for the Certification:
Jing Guang Zheng Shen Zhi No. 0990031652

The Securities and Futures Commission
Approval No. for the Certification:
Tai-Cai-Zheng-Liu-Zi No. 0920123784

March 24, 2026

  • 15 -

Chien Shing Stainless Steel Co., Ltd
Balance Sheet
December 31, 2025 and 2024
Unit: NTD thousand

Code Asset December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents (Note 4 and 6) $ 98,100 4 $ 100,981 7
1110 Financial assets measured at FVTPL - current (Note 4 and 7) 80,273 4 82,520 5
1170 Account receivable (Note4, 9 and 18) - - 18,400 1
1200 Other receivables (Note 4 and 9) 100,736 5 840 -
130X Inventories (Note4, 5 and 10) 950,748 44 646,620 42
1410 Prepayments (Note 24) 174,115 8 215,678 14
1470 Other current assets 105 - 370 -
11XX Total current assets 1,404,077 65 1,065,409 69
Non-current assets
1517 Measured at fair value through other comprehensive income (Note 4 and 8) 247,608 11 - -
1600 Property, plant and equipment (Note 4, 11, 24 and 25) 446,835 21 358,030 23
1760 Net investment property (Note 12, 12 and 25) 45,055 2 95,049 6
1780 Intangible assets (Note 4) 8 - 22 -
1840 Deferred tax assets (Note 4 and 20) 330 - 473 -
1915 Prepayments for equipment 16,782 1 30,953 2
1920 Refundable deposits (Note 4) 30 - 10 -
1990 Other non-current assets 752 - - -
15XX Total non-current assets 757,400 35 484,537 31
1XXX Total assets $ 2,161,477 100 $ 1,549,946 100
Code Liabilities and equity
Current liabilities
2100 Short-term borrowings (Note 13 and 25) $ 688,345 32 $ - -
2150 Notes payable (Note 14) - - 12,265 1
2170 Accounts payable (Note 14) 609 - 36,429 3
2219 Other payables (Note 15) 27,147 1 33,968 2
2399 Other current liabilities 365 - 371 -
21XX Total current liabilities 716,466 33 83,033 6
Non-current liabilities
2640 Net defined benefit liabilities - non-current (Note 4 and 16) 1,647 - 2,363 -
25XX Total non-current liabilities 1,647 - 2,363 -
2XXX Total liabilities 718,113 33 85,396 6
Equity attributable to owners of the parent company (Note 17)
3110 Ordinary share capital 1,726,605 80 1,726,605 111
3350 Deficit to be compensated ( 288,434) ( 13) ( 257,346) ( 17)
3400 Other equities 5,193 - ( 4,709) -
3XXX Total equity 1,443,364 67 1,464,550 94
Total liabilities and equities $ 2,161,477 100 $ 1,549,946 100

The enclosed notes are an integral part of this financial report.

Chairman: Fu-Chuan Wei
Managerial Officer: Li-Yun Chiu
Head of Accounting: Li-Yun Chiu


Chien Shing Stainless Steel Co., Ltd
Statement of Comprehensive Income
For the Years Ended December 31, 2025 and 2024

Code 2025 2024
Amount % Amount %
4000 Net operating revenue (Note 18and 24) $ 818,724 100 $ 1,058,326 100
5000 Operating cost (Note 10, 19 and 24) 1,055,512 129 1,263,276 119
5900 Operating loss ( 236,788 ) ( 29 ) ( 204,950 ) ( 19 )
Operating expenses (Note 19 and 24)
6100 Selling and marketing expenses 6,712 1 7,992 1
6200 Administrative expenses 39,316 5 40,907 4
6000 Total operating expenses 46,028 6 48,899 5
6500 Net other income and expenses (Note 19) 93,563 12 ( 175 ) -
6900 Net operating loss ( 189,253 ) ( 23 ) ( 254,024 ) ( 24 )
Non-operating income and expense (Note 19 and 24)
7100 Interest income 600 - 1,433 -
7010 Other income 8,277 1 11,799 1
7020 Other gains or losses 170,530 21 ( 3,115 ) -
7050 Financial costs ( 8,918 ) ( 1 ) ( 246 ) -
7000 Total non-operating income and expenses 170,489 21 9,871 1
7900 Net loss before tax of continuing operations ( 18,764 ) ( 2 ) ( 244,153 ) ( 23 )
7950 Income tax expense (Note 4 and 20) 12,732 2 1,801 -
8200 Net loss for the year ( 31,496 ) ( 4 ) ( 245,954 ) ( 23 )

(Continued in the next page)

  • 17 -

(Continued from the previous page)

Code 2025 2024
Amount % Amount %
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
8311 Re-measurement of the defined benefit plan $ 510 - $ 45 -
8316 Unrealized valuation gains (losses) on investments in equity instruments as at fair value through other comprehensive income 9,902 1 5,984 -
8349 Income tax relating to items that will not be reclassified subsequently to profit or loss ( 102 ) - ( 9 ) -
8300 Other comprehensive income, net after tax 10,310 1 6,020 -
8500 Total comprehensive income ($ 21,186) ( 3 ) ($ 239,934) ( 23 )
Net loss per share (Note 21)
9750 Basic earnings per share ($ 0.18 ) ($ 1.42 )
9810 Diluted earnings per share ($ 0.18 ) ($ 1.42 )

The enclosed notes are an integral part of this financial report.

Chairman: Fu-Chuan Wei
Managerial Officer: Li-Yun Chiu
Head of Li-Yun Chiu


Chien Shing Stainless Steel Co., Ltd
Statement of Changes in Equity
For the Years Ended December 31, 2025 and 2024

Code Share capital Other items of equity Unit: NTD thousand
Number of shares (in thousand shares) Amount Deficit to be compensated Unrealized valuation gain (loss) on financial assets measured at FVTOCI Total Equity
A1 Balance on January 1, 2024 281,167 $ 2,811,673 ($ 1,312,771) ($ 31,980) $ 1,466,922
F1 Capital reduction to offset accumulated deficits ( 108,507) ( 1,085,068) 1,085,068 - -
D1 Net loss of 2024 - - ( 245,954) - ( 245,954)
D3 Other comprehensive income of 2024 (after tax) - - 36 5,984 6,020
D5 Total comprehensive income of 2024 - - ( 245,918) 5,984 ( 239,934)
Q1 Disposal of investments in equity instruments as at fair value through other comprehensive income - - ( 11,428) 11,428 -
Z1 Balance on December 31, 2024 172,660 $ 1,726,605 ($ 257,346) ($ 4,709) $ 1,464,550
D1 2025 Net Loss - - ( 31,496) - ( 31,496)
D3 Other comprehensive income of 2025 - - 408 9,902 10,310
D5 Total comprehensive income of 2025 - - ( 31,088) 9,902 ( 21,186)
Z1 Balance as of December 31, 2025 172,660 $ 1,726,605 ($ 288,434) $ 5,193 $ 1,443,364

The enclosed notes are an integral part of this financial report.

Chairman: Fu-Chuan Wei
Managerial Officer: Li-Yun Chiu
Head of Li-Yun Chiu


Chien Shing Stainless Steel Co., Ltd
Cash Flow Statements
For the Years Ended December 31, 2025 and 2024

Code Cash flow from operating activities Unit: NTD thousand 2025 2024
A10000 Net loss before tax for the year ($ 18,764) ($ 244,153)
A20010 Adjusted item:
A20100 Depreciation expenses 44,859 38,814
A20200 Amortization expenses 118 20
A20400 Net loss (gain) on financial assets and liabilities measured at FVTPL 234 ( 1,502 )
A20900 Financial costs 8,918 246
A21200 Interest income ( 600 ) ( 1,433 )
A21300 Dividend revenue ( 1,879 ) ( 7,147 )
A22500 (Gains) Losses on disposals of property, plant and equipment ( 93,563 ) 175
A22700 Gain on disposal of investment property ( 172,982 ) -
A23700 Losses from inventory valuation decline (gains on recovery) 71,853 4,047
A24100 Losses from foreign currency exchange 13 2,152
A30000 Net changes in operating assets and liabilities
A31150 Accounts receivable 18,400 ( 18,400 )
A31180 Other receivables 154 ( 840 )
A31200 Inventories ( 375,981 ) ( 84,434 )
A31230 Prepayments 36,801 ( 51,577 )
A31240 Other current assets 265 144
A32130 Note payable ( 12,265 ) 3,304
A32150 Accounts payable ( 35,820 ) 34,655
A32180 Other payables ( 12,860 ) 9,658
A32230 Other current liabilities ( 6 ) 152
A32240 Defined benefit liability ( 206 ) ( 3,555 )
A32990 Other non-current assets ( 856 ) -
A33000 Cash used for operating activities ( 544,167 ) ( 319,674 )
A33100 Interest received 600 1,433
A33300 Interest paid ( 8,459 ) ( 246 )
A33500 Income tax paid ( 12,741 ) -
AAAA Net cash inflows (outflows) from operating activities ( 564,767 ) ( 318,487 )
Cash flow from investing activities
B00010 Acquisition of financial assets measured at FVTOCI ( 237,706 ) -

(Continued in the next page)

  • 20 -

(Continued from the previous page)

Code 2025 2024
B00020 Sales of financial assets measured at FVTOCI $ - $ 57,558
B00100 Acquisition of financial assets measured at FVTPL - ( 49,493 )
B00200 Sales of financial assets measured at FVTPL 2,013 240,400
B02700 Acquisition of property, plant and equipment ( 99,408 ) ( 14,927 )
B02800 Proceeds from disposal of property, plant and equipment 806 714
B03700 Increase in refundable deposits ( 30 ) ( 10 )
B03800 Decrease in refundable deposits 10 2
B05400 Purchase of investment property ( 130 ) -
B05500 Proceeds from disposal of investment property 222,176 -
B07100 Increase in prepayments for equipment ( 16,056 ) ( 33,586 )
B07600 Dividends received 1,879 7,147
B09900 Share payment refunded from the capital decrease of financial assets measured at FVTPL - 6,300
BBBB Net cash inflows (outflows) from investing activities ( 126,446 ) 214,105
Cash flows from financing activities
C00100 Increase in short-term borrowings 2,018,399 -
C00200 Decrease in short-term borrowings ( 1,330,054 ) -
C03000 Proceeds from deposits received 175 -
C03100 Decrease in deposits received ( 175 ) -
CCCC Net cash inflow from financing activities 688,345 -
DDDD Effect of exchange rate changes on cash ( 13 ) 276
EEEE Net decrease in cash ( 2,881 ) ( 104,106 )
E00100 Beginning cash balance 100,981 205,087
E00200 Closing cash balance $ 98,100 $ 100,981

The enclosed notes are an integral part of this financial report.

Chairman: Fu-Chuan Wei
Managerial Officer: Li-Yun Chiu
Head of Li-Yun Chiu


Attachment 4

Chien Shing Stainless Steel Co., Ltd.

Deficit Compensation Statement

2025

Unit: NTD $

Item Amount
Deficit yet to be compensated – at the beginning of the period $ (257,346,364)
Less: net loss after tax for 2025 (31,495,514)
Plus: Actuarial gains from the definite benefit 408,038
Deficit yet to be compensated – at the end of the period $ (288,433,840)

Chairman: Fu-Chuan Wei

Managerial Officer: Li-Yun Chiu

Head of Accounting: Li-Yun Chiu


Attachment 5

Chien Shing Stainless Steel Co., Ltd.

Comparison Table of Amendment to the "Articles of Incorporation"

Amended clause Existing clause Details
Article 8: The Company issues owner-registered shares only. Every share certificate shall be issued with the signatures or seals of the directors representing the Company. Article 8: The Company issues owner-registered shares only. Every share certificate shall be issued with the signatures or seals of at least 3 directors. Amended in compliance with regulatory authority requirements
Article 27 The Articles of Incorporation were established on April 3, 1972 (The foregoing is omitted) The 42nd amendment was made on June 4, 2025 The 43rd amendment was made on June 9, 2026 Article 27 The Articles of Incorporation were established on April 3, 1972 (The foregoing is omitted) The 42nd amendment was made on June 4, 2025 Addition of the number and date of the amendment
  • 23 -

Attachment 6

Chien Shing Stainless Steel Co., Ltd.

Comparison Table of Amendment to the "Operational Procedures for Acquisition or Disposal of Assets"

Amended clause Existing clause Details
Article 13: Procedures for information disclosure
I. Items to be publicly announced and reported, and the criteria thereof (Subparagraphs I to III are omitted)
(IV) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
(1) For paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
(2) For public companies with a paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
(3) For public companies with a paid-in capital of NT$50 billion or more, the transaction amount reaches 5% or more of the company's paid-in capital.
(Subparagraphs V to VII are omitted)
(VIII) The amount of transactions above shall be calculated as follows.
“Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly Article 13: Procedures for information disclosure
I. Items to be publicly announced and reported, and the criteria thereof (Subparagraphs I to III are omitted)
(IV) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
(1) For paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
(2) For paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.
(Subparagraphs V to VII are omitted)
(VIII) The amount of transactions above shall be calculated as follows.
“Within the preceding year” as used in the preceding paragraph refers to the year preceding the date of occurrence Amended in compliance with regulatory authority requirements

  • 25 -
announced in accordance with these Regulations need not be counted toward the transaction amount. (Item 1 to 3 are omitted) of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. (Item 1 to 3 are omitted)
4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted. for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$50 billion, NT$100 billion of equity attributable to owners of the parent shall be substituted. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used. In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.

Appendix 1

[Before amendment]

Articles of Incorporation of Chien Shing Stainless Steel Co., Ltd.

Chapter One General Provisions

Article 1: The Company is incorporated in accordance with The Company Act, and is named “CHIEN SHING STAINLESS STEEL CO., LTD.”

Article 2: The Company’s industry classifications are:

(1) CA01010 Iron and Steel Smelt
(2) CA01020 Iron and Steel Rolling and Extruding
(3) CA01050 Steel Secondary processing
(4) CA02990 Other Metal Products Manufacturing
(5) CB01010 Mechanical Equipment Manufacturing
(6) CC01080 Electronics Components Manufacturing
(7) CO01010 Tableware Manufacturing
(8) F113010 Wholesale of Machinery
(9) F199990 Other Wholesale Trade
(10) F401010 International Trade
(11) H701010 Housing and Building Development and Rental
(12) H701030 Funeral Places Lease Construction and Development
(13) H701040 Specific Area Development
(14) B201010 Mining of metal ores
(15) F115020 Wholesale of Ores
(16) CA01090 Aluminum Casting
(17) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
(18) CC01090 Manufacture of Batteries and Accumulators
(19) CD01030 Motor Vehicles and Parts Manufacturing
(20) CD01040 Motorcycles and Parts Manufacturing
(21) CD01050 Bicycles and Parts Manufacturing
(22) CD01990 Other Transport Equipment and Parts Manufacturing
(23) CQ01010 Mold and Die Manufacturing
(24) E603050 Automatic Control Equipment Engineering
(25) E603100 Electric Welding Engineering

  • 26 -

(26) E604010 Machinery Installation
(27) E605010 Computer Equipment Installation
(28) JA02020 Motorcycle Repair
(29) JA02030 Bicycle Repair
(30) C901040 Manufacture of Ready-mix Concrete
(31) C901050 Cement and Concrete Products Manufacturing
(32) C901990 Other Non-Metallic Mineral Products Manufacturing
(33) J101080 Resource Recycling
(34) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company may offer endorsement and guarantee to external parties as needed for business activities, subject to the Company’s endorsement and guarantee procedures.

Article 4: External business investments are subject to board of directors’ approval, and the sum of investment can be exempted from the restrictions imposed under Article 13 of The Company Act (i.e. 40% of paid-up capital).

Article 5: The Company is headquartered in Tainan City, and may establish domestic or foreign branches subject to board of directors’ approval.

Article 6: Public announcements shall be duly made in accordance with the methods described in Article 28 of The Company Act.

Chapter Two Shares

Article 7: The Company has authorized capital of Five Billion New Taiwan Dollars in five hundred million shares. Each share has a face value of Ten New Taiwan Dollars. The board of directors is authorized to issue unissued shares in multiple offerings depending on the actual circumstances.

Article 8: The Company issues owner-registered shares only. Every share certificate shall be issued with the signatures or seals of at least 3 directors.

Article 8-1: When issuing new shares, the Company may print a single certificate to collectively represent all shares in the new issue. Shares of the Company may be issued in non-tangible form, subject to registration with the centralized securities depository.

Article 9: Unless otherwise specified by law and securities regulation, issues concerning transfer of share ownership, pledge of shares, loss of share certificate, ownership inheritance, gifting, loss/change of seal, change of address, and share-related affairs shall be handled according to “Regulations Governing the Administration of Shareholder Services of Public Companies.”

Article 10: Transfer of share ownership shall be suspended during the 60 days prior to an
- 27 -


annual general meeting, or during the 30 days prior to an extraordinary shareholder meeting, or during the 5 days prior to the baseline date of dividend, bonus or rights distribution.

Chapter Three Shareholder Meetings

Article 11: The Company convenes two types of shareholder meeting: the annual general meeting and extraordinary shareholder meetings. Annual general meetings (AGMs) are convened once a year within six months after the end of each financial year, and shall be advised to shareholders 30 days in advance. Extraordinary shareholder meetings may be held whenever deemed necessary, and shall be advised to shareholders 15 days in advance. The Company's shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.

Article 12: If a shareholder is unable to attend the shareholder meeting in person, a proxy can be appointed by completing the Company's proxy form and by specifying the scope of delegated authority. The proxy form has to be effected with authorized signature or seal. Appointment of proxies shall also comply with Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.

Article 14: Except otherwise regulated by The Company Act, a shareholder meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and that the motion is voted in favor by more than 50% of all voting rights represented at the meeting.

Article 15: AGMs are to be convened by the Chairman. If the Chairman is absent for any reason, the Chairman shall appoint one of the directors to act on behalf; if no one is appointed, the remaining directors shall appoint one among themselves to perform acting duty.

Article 16: Shareholder meeting resolutions shall be compiled into detailed minutes, signed or sealed by the chairperson, and disseminated to each shareholder by no later than 20 days after the meeting.

Meeting minutes may also be disseminated by way of public announcements. The minutes shall detail the date and venue of the meeting, the chairperson's name, the method of resolution, and the proceeding and results of each motion. Minutes shall be retained for as long as the Company exists. Shareholders' attendance logs and proxy forms shall be retained for at least one year. However, should a shareholder raise a litigious claim against the Company in accordance with Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

  • 28 -

Chapter Four Directors and Audit Committee

Article 17: The Company shall have seven to eleven directors on the board, who are elected in shareholder meetings from persons of adequate capacity. The term of directorship is three years, and is renewable if re-elected. By-election of directors shall proceed according to Article 201 of The Company Act.

Article 17-1: Independent directors shall be included amongst the directors chosen above. There shall be no fewer than three independent directors and they must not represent less than one-fifth of the board. Directors of the Company shall be elected using the nomination system, in which shareholders will elect from the list of nominated director candidates. Methods for accepting nomination of director candidates shall be determined and announced according to The Company Act, the Securities and Exchange Act and relevant regulations. Independent directors shall be elected during the same voting session as non-independent directors, and have positions allocated separately. Restrictions concerning independent directors' eligibility, shareholding, concurrent employment, and all other compliance issues are governed by relevant rules of the securities authority.

Article 17-2: The Company shall assemble an Audit Committee that consists entirely of independent directors according to Article 14-4 of the Securities and Exchange Act. Matters concerning the Audit Committee, including its composition, duties, and authority, are governed by Securities and Exchange Act and related laws.

Article 18: The elected directors shall form a board and appoint one Chairman during a board meeting with more than two-thirds of directors present and with the support of more than half of all attending directors. The Chairman serves as the Company's representative to the outside world.

Article 18-1: Convention of board meeting must be advised to all directors at least 7 days in advance. However, meetings can be held in shorter notices in the case of emergency. Convention of board of directors meetings may be advised through written correspondence, E-mail, or fax.

Article 19: If the Chairman is unable to perform duties due to leave of absence or any reason, a delegate shall be appointed in accordance with Article 208 of The Company Act. Directors who are unable to attend board meeting for any reason may appoint other directors to attend on their behalf. Proxy arrangements must comply with Article 205 of The Company Act. If a board meeting is convened by way of video conference, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.

Article 20: The elected directors shall form a board to perform the duties and exercise the authorities mentioned below:

(1) Devise corporate policies.
(2) Outline business strategies.

  • 29 -

(3) Review budgets and year-end accounts.
(4) Approve key personnel arrangements.
(5) Propose earnings appropriation or loss reimbursement.
(6) Devise and approve deals for acquisition and disposal of key properties and real estate.
(7) Devise fundraising and capital reduction plans.
(8) Devise and approve other business investments.
(9) Other duties and authority vested by laws and shareholders.

Article 22: The board of directors is authorized to determine the level of compensation for directors based on individual participation and contribution to the Company’s operations, and in reference to industry peers.

Chapter Five Managers

Article 23: The Company may create managerial positions. Appointment, dismissal, and compensation of whom shall comply with Article 29 of The Company Act.

Chapter Six Accounting

Article 24: The board of directors is responsible for preparing the following statements and reports at the end of each financial year, which are to be presented for acknowledgment according to legal procedures at the annual general meeting.

(I) Business reports.
(II) Financial statements.
(III) Earnings appropriation or loss reimbursement proposals.

Article 25: If the Company makes a profit in a year, 2% - 3% of the profit shall be provided as remuneration to employees (including no less than 1% as remuneration to non-executive employees) and no more than 1% as remuneration to directors as required by laws. However, if the Company has accumulated losses, the amount for offsetting shall be reserved in advance.

The remuneration to employees and the remuneration to non-executive employees in the preceding paragraph may be paid in the form of stock or cash, and the recipients of payment may include employees of the controlling or subordinate companies who meet certain criteria, and directors can be only paid in cash.

The preceding two paragraphs shall be implemented by a special resolution of the Board of Directors, and shall be reported to the shareholders’ meeting.

Article 25-1: Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any
- 30 -


surpluses remaining will be added to unappropriated earnings accumulated from previous years, for which the board of directors will propose an earnings appropriation plan and seek resolution in a shareholder meeting before distribution.

The Company shall devise earnings appropriation plans for the amount of distributable earnings calculated above after taking into consideration prospects of the economic environment, future capital requirements, long-term financial plans, and shareholders' needs for cash inflow, and present the proposal for resolution at shareholder meeting. At least 10% of total shareholders' dividends shall be paid in cash, but the Company may choose to pay dividends in shares instead if cash dividends amount to less than NT$0.5 per share.

Chapter Seven Supplemental Provisions

Article 26: Any matters that are not addressed in the Articles of Incorporation shall be governed by The Company Act.

Article 27: The Articles of Incorporation was established on April 3, 1972
The 1st amendment was made on April 26, 1972
The 2nd amendment was made on January 30, 1974
The 3rd amendment was made on November 13, 1978
The 4th amendment was made on May 27, 1980
The 5th amendment was made on November 27, 1981
The 6th amendment was made on October 1, 1982
The 7th amendment was made on March 23, 1983
The 8th amendment was made on March 23, 1984
The 9th amendment was made on June 28, 1984
The 10th amendment was made on November 15, 1984
The 11th amendment was made on June 20, 1985
The 12th amendment was made on November 15, 1986
The 13th amendment was made on August 15, 1987
The 14th amendment was made on August 15, 1988
The 15th amendment was made on September 23, 1988
The 16th amendment was made on December 12, 1988
The 17th amendment was made on June 26, 1989
The 18th amendment was made on September 8, 1989
The 19th amendment was made on June 28, 1991
The 20th amendment was made on June 20, 1992
The 21st amendment was made on June 7, 1994
The 22nd amendment was made on April 19, 1995

  • 31 -

  • 32 -

The 23rd amendment was made on June 28, 1996
The 24th amendment was made on May 8, 1997
The 25th amendment was made on October 14, 1998
The 26th amendment was made on May 28, 1999
The 27th amendment was made on June 15, 2000
The 28th amendment was made on June 28, 2001
The 29th amendment was made on September 3, 2002
The 30th amendment was made on April 24, 2003
The 31st amendment was made on June 10, 2004
The 32nd amendment was made on June 14, 2005
The 33rd amendment was made on June 19, 2009
The 34th amendment was made on June 17, 2010
The 35th amendment was made on March 23, 2012
The 36th amendment was made on June 19, 2014
The 37th amendment was made on April 21, 2015
The 38th amendment was made on June 7, 2016
The 39th amendment was made on March 29, 2018
The 40th amendment was made on June 11, 2020
The 41st amendment was made on June 14, 2022
The 42nd amendment was made on June 4, 2025


Appendix 2

[Before amendment]

Chien Shing Stainless Steel Co., Ltd.

Operational Procedures for Acquisition and Disposal of Assets

Article 1: Purpose

The Operational Procedures are established to protect assets and implement the information disclosure.

Article 2: Legal basis

The Procedures are established pursuant to the Securities and Exchange Act and regulations of the competent authority.

Article 3: Scope of assets:

I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

II. Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.

III. Memberships.

IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets.

V. Right-of-use assets.

VI. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).

VII. Derivatives.

VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.

IX. Other major assets.

Article 4 Definition

I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156-3 of the Company Act.

III. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

IV. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.

V. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date

  • 33 -

that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

VI. Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

VII. Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.

VIII. Securities exchange: “Domestic securities exchange” refers to the Taiwan Stock Exchange Corporation; “foreign securities exchange” refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.

IX. Over-the-counter venue (“OTC venue”, “OTC”): “Domestic OTC venue” refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; “foreign OTC venue” refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

X. “Within the preceding year” refers to the year preceding the date of occurrence of the acquisition and disposal of the asset; items duly announced need not be counted toward the transaction amount.

XI. “Financial statement for the most recent period” refers to the financial statements of the Company, disclosed as required by laws, and audited or reviewed by CPAs before acquisition and disposal of the asset.

XII. The terms “all audit committee members” and “all directors” in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

Article 5: Limits for investment in real-properties and securities not for business

The limits for the Company and each subsidiary to acquire the aforesaid assets individually are established as following:

(I) For real properties and the right-of-use assets thereof not for business use, the total amount shall not exceed 30% of the net worth.

(II) Total amount of investment in securities shall not exceed 90% of the net worth.

(III) The amount of investment in a single security exceed 40% of the net worth.

Article 6: Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

I. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years

  • 34 -

have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

II. May not be a related party or de facto related party of any party to the transaction.

III. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions:

(I) Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

(II) When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

(III) They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.

(IV) They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

Article 7: Operational procedures for acquiring or disposing of real property, equipment, or right-of-use assets thereof

I. Evaluation and operational procedures

In acquiring or disposing of real property, equipment, or right-of-use assets thereof, the Company shall comply with the fixed asset cycle procedures in the internal control system.

II. Determination procedures for transaction conditions and authorized limits

(I) For acquiring or disposing of real properties and equipment, or the right-of-use thereof, the announced current value, assessed current value, actual transaction price or book value of the real properties in the neighborhood, in order to determine the transaction conditions and prices, and prepare an analysis report to the chairman. For the transaction amount at NT$100 million or under, the approval of the chairman must be required before execution; if exceeding NT$100 million, the approval of the shareholders' meeting is required.

(II) The Company shall select either price comparison, negotiation, or tender for acquiring or disposing of real properties. For the transaction amount at NT$100 million or under, the approvals of each level shall be obtained pursuant to the authorization procedures; if exceeding NT$100 million, the approvals of the chairman and then the shareholders' meeting are required.

(III) Where the Company's acquisition and disposal of assets that is required to be approved by the board of directors pursuant to the Procedure or other laws, if any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee.

When submitting the transaction acquiring or disposing of asset to the board of directors for discussion, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

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Material transactions for acquiring or disposing of real property, equipment, or right-of-use assets thereof, the approval of one-half or more of all audit committee members is required, and submitted to the board of directors for a resolution.

If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

III. Execution units

When acquiring or disposing of real property, equipment, or right-of-use assets thereof, the Company shall obtain the approval as the approval authorities in the preceding paragraph, and the unit using the asset and the management unit execute the transaction.

IV. Appraisal reports of real property or equipment

In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

(I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

(II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

(III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

  1. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.

  2. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.

(IV) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

(V) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 8: Operational procedures for acquiring or disposing of investment in securities

I. Evaluation and operational procedures

In acquiring or disposing of securities, the Company shall comply with the invest cycle procedures in the internal control system.

II. Determination procedures for transaction conditions and authorized limits

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(I) For securities trading on securities exchanges or OTC markets, the responsible units shall research the market conditions and then decides. For the transaction amount at NT$100 million or under, the approval of the chairman must be required before execution; if exceeding NT$100 million, the approval of the shareholders’ meeting is required.

(II) For securities not trading on securities exchanges or OTC markets, the financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant shall be obtained for reference in appraising the transaction price; by considering the net worth per share, profitability, and the potential of future development, for the transaction amount at NT$100 million or under, the approval of the chairman must be required before execution; if exceeding NT$100 million, the approval of the shareholders’ meeting is required.

(III) Where the Company’s acquisition and disposal of assets that is required to be approved by the board of directors pursuant to the Procedure or other laws, if any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee.

When submitting the transaction acquiring or disposing of asset to the board of directors for discussion, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

Material transactions for acquiring or disposing of securities, the approval of one-half or more of all audit committee members is required, and submitted to the board of directors for a resolution.

If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

III. Execution units

When acquiring or disposing of securities, the Company shall obtain the approval as the approval authorities in the preceding paragraph, and the finance unit executes the transaction.

IV. Obtaining experts’ opinions

(I) When acquiring or disposing of securities, the Company shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).

(II) Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 9: Operational Procedures for

I. When the Company engages in any acquisition or disposal of assets from or to a related party pursuant to Article 7, “Operational procedures for acquiring or disposing of real

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property, equipment, or right-of-use assets thereof," in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with Article 7.

The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Paragraph 1 (VIII) of Article 13.

When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

II. Evaluation and operational procedures

When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors:

(I) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

(II) The reason for choosing the related party as a transaction counterparty.

(III) With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Subparagraph (I) and (IV), Paragraph 3 of the article.

(IV) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.

(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

(VI) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.

(VII) Restrictive covenants and other important stipulations associated with the transaction. With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the board of directors may pursuant to Article 7, paragraph 2, delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

  1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

  2. Acquisition or disposal of real property right-of-use assets held for business use. When submitting to the board of directors for discussion, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in

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the minutes of the board of directors meeting.

Material transactions for acquiring or disposing of securities with a related party, the approval of one-half or more of all audit committee members is required, and submitted to the board of directors for a resolution.

If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in paragraph 1 and the transaction amount will reach 10 percent or more of the public company's total assets, the public company shall submit the materials in all the subparagraphs of paragraph 2 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the public company and its parent company or subsidiaries or between its subsidiaries.

The calculation of the transaction amount referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Paragraph 1 (VIII) of Article 13, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the Audit Committee, the shareholders' meeting, and the board of directors and per the Procedures need not be counted toward the transaction amount.

III. Evaluating the reasonableness of the transaction

(I) The Company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:

  1. Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

  2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

(II) Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

(III) The Company, when acquiring real property or right-of-use assets thereof from a related party, appraises the cost of the real property or right-of-use assets thereof in accordance with Subparagraph (I) and (II), Paragraph 3 of the article, and shall also engage a CPA to check the appraisal and render a specific opinion.

(IV) Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with Subparagraph (I) and (II), Paragraph 3 of the article are uniformly lower than the transaction price, Subparagraph (V), Paragraph 3 of the article shall be complied with. However, where the following circumstances exist,

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objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA have been obtained, this restriction shall not apply:

  1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

(1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

  1. Where a public company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

(V) Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with Subparagraph (I) and (II), Paragraph 3 of the article are uniformly lower than the transaction price, the following steps shall be taken: The Company that has set aside a special reserve for the public company uses the equity method to account for its investment in the Company may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

  1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.

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  1. The Audit Committee shall comply with Article 218 of the Company Act.
  2. The treatment of Point 1 and 2, Subparagraph (V), Paragraph 3 of the article shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

(VI) Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Paragraph 1 and 2 of the article, and Subparagraph (I), (II), and (III), Paragraph 3 of the article do not apply:

  1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
  2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
  3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.
  4. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

(VII) When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the Subparagraph (V), Paragraph 3 of the article if there is other evidence indicating that the acquisition was not an arms length transaction.

Article 10: Operational procedures for acquiring or disposing of intangible assets or right-of-use assets thereof or memberships

I. Evaluation and operational procedures

In acquiring or disposing of intangible assets or right-of-use assets thereof, or membership, the Company shall comply with the fixed asset cycle procedures in the internal control system.

II. Determination procedures for transaction conditions and authorized limits:

  1. For acquiring or disposing of membership, the fair market value shall be referred to, in order to determine the transaction terms and prices, and prepare an analysis report to the chairman. For the transaction amount at NT$10 million or under, the approval of the chairman must be required before execution; if exceeding NT$10 million, the approval of the shareholders' meeting is required.
  2. For acquiring or disposing of intangible asset or right-of-use asset thereof, the expert's, the experts' appraisal reports or the fair market value shall be referred to, in order to determine the transaction terms and prices, and prepare an analysis report to the chairman. For the transaction amount at NT$20 million or under, the approval of the chairman must be required before execution; if exceeding NT$20 million, the approval of the shareholders' meeting is required.
  3. Where the Company's acquisition and disposal of assets that is required to be approved by the board of directors pursuant to the Procedure or other laws, if any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee.

When submitting the transaction acquiring or disposing of asset to the board of directors for discussion, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

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Material transactions for acquiring or disposing of intangible assets or right-of-use assets thereof, or membership, the approval of one-half or more of all audit committee members is required, and submitted to the board of directors for a resolution.

If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

III. Execution units

When acquiring or disposing of real intangible assets or right-of-use assets thereof, or membership, the Company shall obtain the approval as the approval authorities in the preceding paragraph, and the unit using the asset and the management unit execute the transaction.

IV. Expert's appraisal report on tangible assets or right-of-use assets thereof, or membership

Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.

Article 10-1 The calculation of the transaction amount referred to in Article 7, 8, and 10 shall be made in accordance with Paragraph 1 (VIII) of Article 13, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been obtained an appraisal report from a professional appraiser or a CPA's opinion per the Procedures need not be counted toward the transaction amount.

Article 11: Operational procedures for acquiring or disposing of derivatives

I. Authorized limits and level

(I) Hedging trading: depending on the changes of the Company's revenues and risk position, the chairman shall appoint the personnel to engage in tradings of these traded positions with amount of US$1 million or under (other currencies equivalent included) for single or aggregated trading; if exceeding US$1 million, the chairman's approval must be obtained prior to the engagement.

(II) Non-hedging trading: to lower the risks, trading with amount of US$1 million or under (other currencies equivalent included) for single or aggregated trading must be approved by the chairman; if exceeding US$1 million, the approval of the shareholders' meeting must be obtained prior to the engagement.

II. Trading principles and guidelines

(I) Transaction Type:

The derivatives trading in which the Company may engage including forward contracts, options contracts, futures contracts, or interest or foreign exchange rate swap contracts, or hybrid contracts combining the above contracts. If any other derivative trading is required, the approval of the board of directors must be obtained.

(II) Operating or hedging strategies

The Company's engagements in trading derivatives are classified as hedging purpose and non-hedging purpose (trading purpose). The strategy shall mainly aim to avoid the operating risks; when selecting derivatives, the main purpose shall be avoiding the risks of foreign exchange incomes and expenses, assets or liabilities when operating the Company. Where the objective environment changes, the "non-hedging trading" of derivatives may be engaged at the right time, seeking to increase the non-operating incomes, or reduce the non-operating loss for the Company. In addition, the

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counterparties shall be selected from these financial institutions having business relationship with the Company to avoid credit risk. Prior to the trading, it shall be defined specifically if the trading is hedging purpose, or the financial operation seeking investment gains, as the basis of accounting.

(III) Trading limits
1. Hedging trading: the sum of net foreign exchange positions (including the net positions expected in the future) after consolidating assets and liabilities are the hedging limits.
2. Non-hedging trading: No more than US$5 million. Prior to the executing, the trading personnel shall provide the analysis report of foreign exchange movement, specifying the analysis of foreign exchange market trends and recommended operation; the execution is only permitted upon approval.

(IV) Maximum loss of aggregated and individual contracts
1. The maximum loss of individual contract for hedging and non-hedging trading is 20% of the contract amount.
2. The maximum loss of aggregated contracts for hedging and non-hedging trading is 20% of the total contract amount.

(V) Division of authority and responsibility.
1. Trading personnel: the personnel executing the derivative trading; designated by the chairman. They are in charge of prescribing trading strategies within the authorized extent, executing trading orders, disclosing future trading risks, and providing real-time information to relevant departments for reference.
2. Finance Section: responsible confirming and settling trading, recording and keeping trading records pursuant to the relevant regulations, regularly evaluating the fair market value of the positions held, providing such to the designated trading personnel, and disclosing the relevant matters to derivatives in the financial statements.

(VI) Key principles of performance evaluation
1. Hedging trading: The performance evaluation is based on the costs of foreign exchange (interest) rate on the books and the profit and loss generated from engaging in derivative financial trading. Evaluations shall be conducted at least twice a month, and the performance is presented to the management for reference.
2. Trading with assigned purpose: Take the actual profit and loss as the basis for performance evaluation, evaluate at least once a week, and present the performance to the management for reference.

III. Risk management measures
The Company engages in derivative transactions, and its risk management scope and management measures are as follows:
(I) Consideration of credit risk: The Company selects financial institutions and futures brokers that have a good reputation with the Company and can provide professional information as the counterparties for trading.
(II) Consideration of market risk: the losses that may be generated from future market price fluctuations of derivatives are uncertain, so the stop-loss setting shall be strictly complied with after the position is established.
(III) Consideration of liquidity risk: In order to ensure the liquidity of trading commodities, the trading institution must have sufficient information and the ability to trade in any market at any time.
(IV) Consideration of operating risk: The Company must comply with the authorization limits and operating procedures to avoid operating risks.
(V) Consideration of legal risk: For any contractual documents entered with financial

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institutions, the international standard documents shall be applied as much as possible to avoid legal risks.

(VI) Consideration of derivative risk: An internal trading personnel should have complete and accurate professional knowledge of the derivatives traded in order to avoid losses caused by misuse of the derivatives.

(VII) Consideration of cash settlement risk: In addition to strictly complying with the authorization limits, the authorized dealer should also pay attention to the company's cash flow to ensure that there is sufficient cash available for payment at the time of settlement.

(VIII) Trading personnel, confirmation, and settlement personnel shall not work concurrently serve for more than 1 of these roles.

(IX) Confirmation personnel shall regularly reconcile or confirm with the correspondent with the banks, and check from time to time whether the total trading amount exceeds the upper limit stipulated in the Procedures.

(X) Risk measurement, supervision and control personnel shall be in separate departments from the personnel in (I) and shall report to senior executives who are not responsible for trading or part of the decision making.

(XI) The positions held in hedging transactions shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month, and the evaluation report shall be submitted to the senior management authorized by the Board of Directors (Note: the senior management other than the execution unit shall be designated).

IV. Internal audit system

(I) The internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, the Audit Committee shall be notified in writing.

(II) The Company's audit personnel shall include derivative transactions in the audit plan and report the implementation of the previous year's annual audit plan to the competent securities authorities by the end of February of the following year, and report the improvement of irregularities to the competent securities authorities by the end of May of the following year. Where any material violation is found, the Audit Committee shall be notified in writing.

V. Approaches of regular evaluation and treatment of irregularity

(I) Evaluate derivatives trading monthly or weekly, and summarize the monthly or weekly profit and loss, as well as open positions of non-hedging trading, and submit them to the senior management authorized by the board of directors and chairman, as a reference for management performance evaluation and risk measurement.

(II) Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk. The board of directors shall evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the company's permitted scope of tolerance.

(III) Senior management personnel authorized by the board of directors shall manage derivatives trading in accordance with the following principles:

  1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" promulgated by SFI and the Procedures.

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  1. Oversee the trading, profit and loss. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the Audit Committee and the board of directors; where a company has independent directors, an independent director shall be present at the meeting and express an opinion.

The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivates trading in accordance with its Procedures for Engaging in Derivatives Trading.

(IV) The Company’s engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, monthly or weekly evaluation reports, and the periodically evaluation by the board of directors and the senior management designated by the board, shall be recorded in detail in the log book.

Article 12: Operational procedures for mergers and consolidations, splits, acquisitions, and assignment of shares

I. Evaluation and operational procedures

(I) The Company, when conducting merger, demerger, acquisition, or transfer of shares, it is advisable to engage a CPA, attorney, or securities underwriter to study the expected timeframe of the statutory procedures, and organize a project team to execute based on the statutory procedures. In addition, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by a public company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the public company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.

(II) The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 (I) of the Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

II. Other matters to be noted

(I) Date of board meeting: A company participating in a merger, demerger, or acquisition shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

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When participating in a merger, demerger, acquisition, or transfer of another company's shares, shall prepare a full written record of the following information and retain it for 5 years for reference:

(1) Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.

(2) Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.

(3) Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, the Company shall within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of paragraph 3 and 4.

(II) Prior non-disclosure commitment: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

(III) Principle of determining and changing the share exchange ratio and acquisition price: companies that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the shareholders' meeting. The share exchange ratio and acquisition price may not be arbitrarily altered; provided, where the circumstances permitting alteration are stipulated in the contract and publicly disclosed, the requirement does not apply. The circumstances permitting alteration are as following

  1. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.

  2. An action, such as a disposal of major assets, that affects the company's financial operations.

  3. An event, such as a major disaster or major change in technology, that affects shareholder

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equity or share price.

  1. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

  2. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

  3. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

(IV) Contents required in contracts: The contract of a merger, demerger, acquisition, or of shares shall record the following, other than the requirements in Article 317-1 of the Company Act and Article 22 of the Business Mergers And Acquisitions Act.

  1. Handling of breach of contract.

  2. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.

  3. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.

  4. The manner of handling changes in the number of participating entities or companies.

  5. Preliminary progress schedule for plan execution, and anticipated completion date.

  6. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.

(V) Where the number of participants in the merger, demerger, acquisition, or share transfer changes: After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.

(VI) Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Subparagraph (I) Date of board meeting; (II) Prior non-disclosure commitment; and (V) the number of participants in the merger, demerger, acquisition, or share transfer changes, Paragraph 2 of the article.

Article 13: Procedures for information disclosure

I. Items to be publicly announced and reported, and the criteria thereof

(I) Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(II) Merger, demerger, acquisition, or transfer of shares.

(III) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.

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(IV) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:

(1) For paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

(2) For paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

(V) Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million; among such cases, if the public company has paid-in capital of NT$10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more.

(VI) Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

(VII) Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

  1. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.

  2. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, or of ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of exchange traded notes, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.

  3. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

(VIII) The amount of transactions above shall be calculated as follows. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

  1. The amount of any individual transaction.

  2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.

  3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

  4. The cumulative transaction amount of acquisitions and disposals (cumulative

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acquisitions and disposals, respectively) of the same security within the preceding year. For the calculation of 10 percent of total assets under these Regulations, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

In the case of a company whose shares have no par value or a par value other than NT$10—for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted;

for calculations under the provisions of these Procedures regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.

II. Deadlines for public announcement and report

When the Company acquires or disposes of assets, involving the items to be publicly announced in Paragraph 1, and the transaction amount meets the criteria for public announcement and report, such transactions shall be publicly announced and reported 2 days counting inclusively from the date of occurrence of the event:

III. Procedures of public announcement and report

(I) The Company shall report the relevant information on the FSC's designated website.

(II) The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

(III) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.

(IV) The Company, when acquiring or disposing of assets, shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

(V) Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

  1. Change, termination, or rescission of a contract signed in regard to the original transaction.
  2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
  3. Change to the originally publicly announced and reported information.

Article 14: The subsidiaries of the Company shall comply with the following:

I. The Company shall supervise subsidiaries to established their own operational procedures for the acquisition or disposal of assets, and reported such to their shareholders' meeting after being approved by their board of directors; the same applies to amendments.

II. The Company shall supervise if the subsidiaries conduct the related affairs pursuant to their established operational procedures for the acquisition or disposal of assets; it is advisable to be checked by the Company's internal auditors.

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III. Where acquisitions and disposals of assets by the Company's subsidiaries that are not itself a public companies in Taiwan meeting the criteria for public announcement and report, the Company shall be informed on the date of occurrence; the Company will publicly announce and report at the website designated by the FSC as required.

IV. In the subsidiary’s criteria for public announcement and report, “paid-in capital or total assets” refers to the paid-in capital or total assets of the Company (the parent).

Article 15: Penalty

Where the Company’s employee engaging in acquisition or disposal of assets violates the rules of the Procedures, the Company shall punish the employee according to the “Reward and Punishment Regulations”.

Article 16: Implementation and amendment

The Company’s “Operational Procedures for Acquisition or Disposal of Assets” shall be approved by one-half or more of all audit committee members, and then approved by the board of directors, and finally to a shareholders’ meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director’s dissenting opinion to the Audit Committee.

When the procedures for the acquisition and disposal of assets are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

If approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

Article 17: Additional Provisions

Anything not mentioned in the Procedures shall be handled pursuant to the related laws and regulations.

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Appendix 3

Chien Shing Stainless Steel Co., Ltd.

Rules of Procedure for Shareholders Meetings

  1. Unless otherwise specified in law, shareholder meetings of the Company shall proceed according to the following rules.

  2. Attending shareholders are required to wear conference passes and present attendance cards as proof of attendance. Attendance cards are used to calculate the number of shares represented in the meeting.

  3. Attendance and votes in a shareholder meeting are calculated based on the number of shares represented.

  4. Shareholder meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings must not commence anytime earlier than 9AM or later than 3PM.

  5. Shareholder meetings that are convened by the board of directors shall be chaired by the Chairman. If the Chairman is on leave or is unable to exercise duties for any reason, the Vice Chairman will act on behalf; if there is no Vice Chairman or if the Vice Chairman is also on leave or is unable to exercise duties for any reason, the Chairman may appoint one managing director to assume acting duty; if there is no managing director, one of the directors shall be appointed to perform acting duty; if no delegate is appointed by the Chairman, one shall be appointed among managing directors or directors.

If the shareholder meeting is convened by any entitled party other than the board of directors, the convener will act as the meeting chairperson.

  1. The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at shareholder meetings. Organizers of the shareholder meeting must wear proper identification or arm badges.

  2. The entire proceeding of the Company's shareholder meetings shall be recorded in video or audio, and kept for at least 1 year.

  3. The chairperson should announce commencement of meeting as soon as it is due. However, if current attendees 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. If attending shareholders still represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of The Company Act.

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If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final voting according to Article 174 of The Company Act.

  1. For shareholder meetings that are convened by the board of directors, the board of directors will determine the meeting agenda. The agenda can not be changed unless resolved during the shareholder meeting.

The above rule also applies to shareholder meetings that are convened by any entitled party other than the board of directors.

In either of the two arrangements described above, the chairperson can not dismiss the meeting while a motion (including special motions) is still in progress. Once a meeting is adjourned, shareholders may not elect to continue the meeting with another chairperson or at a different venue unless the chairperson is found to have dismissed the meeting in violation of the conference rules. In which case, attending shareholders may elect another chairperson with the support of more than half of voting rights represented to continue the meeting.

  1. Shareholders may propose amendments or alternative solutions to the items listed on the agenda, and may raise new discussions by way of special motion, provided that such proposals are seconded by two or more shareholders. This requirement also applies to changes of agenda and adjournment. The proposer and seconders shall collectively hold more than 1% of outstanding shares.

  2. Shareholders who wish to speak during the meeting must first produce an opinion slip detailing the topic and shareholder account number (or conference pass serial number). The order of shareholders' comments shall be determined by the chairperson. 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 in the opinion slip, only the confirmed comments shall be taken into record. While a shareholder is speaking, other shareholders can not speak simultaneously or interfere in any way unless agreed by the chairperson and the person speaking. The chairperson shall restrain any person who violates this process.

  3. Shareholder cannot speak for more than two times, for 5 minutes each, on the same topic without consent of the chairperson. The chairperson may restrain shareholders who are in violation of the above rule or interrupt any comments that are irrelevant to the topics discussed.

  4. Corporate entities may only appoint one representative to attend shareholder meetings. Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.

  5. After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.

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  1. The meeting chairperson may announce to discontinue further discussions if the topic is considered to have been sufficiently discussed to proceed with the vote.

  2. Ballot examiners and ballot counters shall be appointed by the meeting chairperson. The ballot examiner must be a shareholder. Outcome of a vote shall be documented and announced on site.

  3. The chairperson may call the meeting into recess at a suitable time.

  4. Unless otherwise regulated by The Company Act or stated in the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights in the meeting. A motion is considered passed if the chairperson receives no objection from any attending shareholders upon inquiry. This voting method is deemed as effective as does the conventional ballot method.

Shareholders that wish to appoint proxy attendees for shareholder meetings shall do so in accordance with The Company Act and Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.

  1. In cases where several amendment or alternative solutions have been proposed at the same time, the chairperson shall determine the order in which proposals are to be voted. If any proposal is passed, all other proposals shall be deemed rejected and no further voting is necessary.

  2. The chairperson may instruct picketers or security staff to help maintain order in the meeting. While maintaining order in the meeting, all picketers (security staff) must wear arm badges that identify their role as "Picketer."

  3. The Rules shall take effect once approved during shareholder meeting; the same applies to all subsequent amendments.

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Appendix 4

Chien Shing Stainless Steel Co., Ltd.

Number of shares held by all directors and minimum number of shares required to be held

I. Number of statutory shareholding for the Company's current directors:

The Company issued a total of 172,660,536 common shares

Statutory shareholding for all directors 10,359,632 shares

II. As of the book closure date on April 11, 2026 for the 2026 annual general meeting, the shares held by all directors are as follows:

Title Name Number of shares held
Chairman CHIA CHI SDRY ENTERPRISE CO., LTD. 4,093,489
Institutional Representative of Chairman Fu-Chuan Wei 36,845
Director Chun-Lang Huang 3,743,460
Director Bao Li Do Investment Co., Ltd. 4,296,296
Institutional Representative of Director Shu-Fen Chang 0
Institutional Representative of Director Ying-Chien Kuo 0
Total shares held by non-independent directors (excluding the representative) 12,133,245
Independent director Meng-Han Yang 563
Independent director Yi-Hung Chen 0
Independent director Wen-Hsiung Dai 0
Total shares held by independent directors 563
Total shares held by all directors 12,133,808

Appendix 5

Other Matters

Description of the acceptance of shareholders’ proposals and nominations for the annual general meeting:

  1. According to the provisions stipulated in Article 172-1 of the Company Act, Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting in writing, provided that only one matter shall be allowed in each single proposal with a maximum of 300 words per proposal.

  2. The Company’s proposal acceptance period for the annual general meeting is March 26 to April 7, 2026, and is announced on the MOPS as required by the law.

  3. As of the end of the proposal acceptance deadline, the Company did not receive any shareholders’ proposals.

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