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CTCI AGM Information 2026

Apr 24, 2026

52795_rns_2026-04-24_498f57e5-314d-4eef-942f-aef4d1612e0d.pdf

AGM Information

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Stock Code: 9933

2026 Annual General Shareholders’ Meeting Meeting Handbook (Translation)

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May 25, 2026

Notice to readers :

This English version handbook is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

CTCI 2026 Annual General Shareholders’ Meeting

TABLE OF CONTENTS

A. Meeting Procedure 2
B. Meeting Agenda
1. Report Items 3
2. Ratification Items 4
3. Election Item 5
4. Discussion Items 5
5. Special Motions 9
6. Meeting Adjourned 9
C. Attachments
1. Business Report of 2025 10
2. 2025 Consolidated Financial Statements and Report of Independent 24
Accountants
3. 2025 Parent Company only Financial Statements and Report of 38
Independent Accountants
4. 2025 Earnings Distribution Table 52
5. Audit Committee’s Review Report 53
6. The compensation for directors and employees 54
(including junior employees) for 2025
7. 2025 Distribution of Cash Dividends from Profits 55
8. The Balance of the Company’s Guarantees and Endorsements 56
9. Report on the Issuance of Unsecured Ordinary Corporate Bonds 57
10. Report on the Status of Private Placement Shares 58
11. Director Candidates for the 17th Term 60
12. Table of Amendments to “Articles of Incorporation” 64
13. The 17th Term Director Candidates’ Adjunct Positions 67
D. Appendices
1. Articles of Incorporation (Before Amendment) 69
2. Rules Governing Procedure for Shareholders’ Meetings 83
3. Rules Governing the Election of Directors 87
4. Shareholdings of All Directors 90
5. Others 91
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CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION Procedure of 2026 Annual General Shareholders’ Meeting

  1. Call Meeting to Order

(Report of Number of Shares Represented by Attendees)

  1. Chairman's Address

3. Report Items

  1. Ratification Items

  2. Election Item

  3. Discussion Items

  4. Special Motions

8. Meeting Adjourned

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CTCI 2026 Annual General Shareholders’ Meeting

CTCI Corporation Agenda of 2026 Annual General Shareholders’ Meeting (Translation)

Time and Date of Meeting: 9:00 a.m., Monday, May 25, 2026 Place of Meeting: No. 127, Sec.7, Zhongshan N. Rd., Taipei,

International Conference Hall, Mellow Fields Hotel

Meeting Type: Hybrid meeting

Video Conferencing Platform: “Shareholder e-service - eMeeting Platform”

of the Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw).

1. Report Items

  • (1) Business Report of 2025. (Please refer to page 10 to page 23)

  • (2) Audit Committee’s Review Report of 2025. (Please refer to page 53)

  • (3) The compensation for directors and employees (including junior employees) for 2025. (Please refer to page 54)

  • (4) Distribution of Cash Dividends from Profits in 2025. (Please refer to page 55)

  • (5) As at 2025/12/31, the aggregate amount of guarantees provided by the Company was TWD 57,201.976 million and the highest amount for a single enterprise was TWD 16,289.001 million which are all under its respective ceiling. (Please refer to page 56)

  • (6) Report on the issuance of unsecured ordinary corporate bonds. (Please refer to page 57)

  • (7) Report on the status of private placement shares. (Please refer to page 58 to page 59)

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CTCI 2026 Annual General Shareholders’ Meeting

2. Ratification Items

(1) To ratify 2025 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanatory Notes:

The Company’s 2025 Financial Statements (including 2025 consolidated financial statements and 2025 parent company only financial statements) were audited and certified by Mr. Liao, Fu-Ming and Mr. Chen, Ching-Chang, the CPA of PricewaterhouseCoopers.

The above-mentioned documents subsequently examined by Audit Committee pursuant to Article 228 of the Company Act. The Business Report and Financial Statements are hereby submitted for ratification. (Please refer to page 10 to page 51)

Resolved:

(2) To ratify the Company’s distribution of 2025 earnings.

(Proposed by the Board of Directors) Explanatory Notes:

The Table for 2025 Earnings Distribution is compiled as follows in accordance with the Company Act and Articles of Incorporation (Please refer to page 52) and has been approved by the Audit Committee and Board of Directors of the Company.

Resolved:

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CTCI 2026 Annual General Shareholders’ Meeting

3. Election Item

(1) Election of the Company’s 17[th] term Directors.

(Proposed by the Board of Directors)

Explanatory Notes:

  • 1) The 16[th] term of the office of Directors will expire on May 30, 2026. To accommodate the shareholders meeting, it is proposed that the term of office of incumbent directors be until the time new directors have been elected and assumed their office.

  • 2) Pursuant to Article 22 of the “Articles of Incorporation”, it is proposed to elect 9 directors (including 3 independent directors) for the 17[th] term with tenure from May 25, 2026 to May 24, 2029.

  • 3) The election is in accordance with “Rules Governing the Election of Directors” of the Company.

  • 4) Pursuant to the “Articles of Incorporation” of the Company, the Directors shall be elected from among the nominees listed in the roster of director candidates. Please refer to page 60 to page 63 for the relevant information of candidates.

Result of the Election:

4. Discussion Items

(1) To approve the amendment of the Company's “Articles of Incorporation”. (Proposed by the Board of Directors) Explanatory Notes:

Please refer to page 64 to page 66 for the comparison table between the existing provisions and amendments of the “Articles of Incorporation”. Resolved:

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CTCI 2026 Annual General Shareholders’ Meeting

(2) To approve the issuance of new shares through capital increase from earnings. (Proposed by the Board of Directors) Explanatory Notes:

  • A. The Company plans to withdraw TWD 180,081,970 from distributable earnings to issue dividends stocks of 18,008,197 shares (par value TWD 10 per share). 20 shares per 1,000 shares based on estimated 900,409,873 shares outstanding at 2026/01/31. The shareholder rights and obligations of the new shares are the same as those of existing shares. For the allotment of fractional shares less than one share, the shareholder may, within five days from the date of suspension of transfer, register with the stock affairs agency of the Company to round up the shares. The fractional shares less than one share shall be converted into cash up to the par value of TWD (rounded down) in accordance with Article 240 of the Company Act, and the Chairman of the Company is authorized to contact specific persons to subscribe for the full shares. For shareholders who participate in the book-entry transfer allotment of shares, any fractional share amount that is less than one share will be used as the cost of handling the book-entry transfer.

  • B. After the capital increase proposal is approved by the annual general shareholders' meeting and submitted to the competent authority for approval, the board of directors will set a record date for the capital increase.

  • C. If the dividend distribution ratio per 1,000 shares of the capital increase proposal is changed and needs to be revised for that the total number of the outstanding shares of the Company is changed, the Chairman of the Company is authorized to handle the related matters.

  • D. If matters related to this capital increase proposal are revised upon approval by the competent authority or need to be changed due to operational needs of the objective environment, the Board of Directors is authorized to handle the related matters.

Resolved:

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CTCI 2026 Annual General Shareholders’ Meeting

(3) To approve removing the non-competition restrictions on 17[th] term Board Directors. (Proposed by the Board of Directors) Explanatory Notes:

  • A. Pursuant to Article 209 of the Company Act, a director who is involved, for his owned purpose or on behalf of third party, with activities related to the Company’s scope of business, shall explain such issue to the shareholders’ meeting and obtain consent accordingly.

  • B. It is proposed to submit to the 2026 Annual General Shareholders’ Meeting for approval on removing the non-competition restrictions on 17[th] term Board Directors. Please refer to page 67 to page 68 for the relevant information.

Resolved:

(4) To approve the issuance of new shares for cash in private placement. (Proposed by the Board of Directors) Explanatory Notes:

  • A. The Company intends to raise capital through a private placement of common shares to strengthen working capital, enhance the Company’s competitiveness, support reinvestment needs, and maintain flexibility and the timeliness in fundraising as well as in introducing strategic partners. The private placement will be conducted within one year from the shareholders' meeting resolution, with the possibility of up to three separate placements based on actual business requirements.

  • B. According to Article 43-6 of the Securities and Exchange Act and the “Directions for Public Companies Conducting Private Placements of Securities”, the descriptions are as follows:

  • (A) The basis and reasonableness of the private placement pricing

    • a. The reference price shall be the higher of the following two calculations:

      • (a) The average closing price of the common shares from either 1, 3, or 5 business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction.

      • (b) The average closing price of the common shares for a period of thirty business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction.

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CTCI 2026 Annual General Shareholders’ Meeting

  • b. The price per share of private placement ordinary shares shall be no less than 80% of the reference price.

  • c. The actual pricing date and the final private placement price, within the range approved by the shareholders' meeting, are authorized to be determined by the Board of Directors based on the aforementioned pricing principles, taking into account the eventual selection of specific subscribers and prevailing market conditions.

  • d. The determination of the private placement price, in addition to taking into account the three-year transfer restriction imposed on privately placed securities under the Securities and Exchange Act, is based on relevant regulatory requirements and the closing price of the Company's common shares. Therefore, the pricing is deemed reasonable.

  • (B) Specific person selection method:

  • a. Selection method and purpose: The private placement targets are limited to specific persons who meet the requirements of Article 43-6 of the Securities and Exchange Act and the relevant orders of the Financial Supervisory Commission such as the Financial Supervisory Commission’s Order No. 1120383220 issued on September 12, 2023. The subscribers for the private placement are strategic investors. The selection method and purpose of the subscribers will be limited to suppliers or direct or indirect customers required by the Company, or strategic investors who can provide business integration niches, or improve the financial structure of the Company. The shareholders' meeting is expected to authorize the board of directors to negotiate and determine the selection method and purpose.

  • b. Necessity and expected benefits: By introducing strategic investors, the Company expects to enhance its competitiveness and operational efficiency, as well as reinforce its financial position, which is crucial for long-term operational growth.

  • c. Relationship between Subscribers and the Company: The Company has not yet identified any specific subscribers. The selection of actual subscribers is proposed to be fully authorized to the Board of Directors by the shareholders’ meeting.

  • (C) Reason for private placement:

  • a. Reasons for not using public offering: After assessing market conditions, the Company believes a private placement is more timely, cost-effective, and convenient for raising capital. Additionally, this approach supports

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CTCI 2026 Annual General Shareholders’ Meeting

the introduction of strategic investors, ensuring long-term cooperation through the restrictions on securities transfer in private placements.

  - b. Private placement quota: not more than 90,000,000 ordinary shares, which can be processed in up to three installments within one year from the date of the shareholders' meeting resolution.

  - c. The purpose of this private placement and the expected benefits: For each tranche, through the capital injection from the subscribers, the Company can meet the long-term operating and development fund needs, strengthen its financial structure, enhance the Company's competitiveness and future profits and operating performance, and have a positive impact on shareholders' interests.
  • (D) The introduction of strategic investors through this private placement will not result in any material change in the Company’s control.

  • C. The rights and obligations of the common shares to be privately placed in this offering are, in principle, the same as those of the Company’s outstanding common shares. However, pursuant to Article 43-8 of the Securities and Exchange Act, the privately placed securities may not be freely transferred within three years from the date of delivery, except under specific circumstances permitted by law. Upon the expiration of the three-year period from the date of delivery, the Company intends to apply to the competent authority for a public offering and listing of the said securities in accordance with applicable regulations.

  • D. Other Considerations: The private placement plan includes details such as the issue price, number of shares, terms of the offering, project objectives, amount to be raised, expected timeline, potential benefits, and any other relevant matters. Should changes be necessary due to regulatory requirements, operational assessments, or external factors, the board of directors is authorized to handle these adjustments, with the chairman or their designee empowered to sign and negotiate all related agreements and documents.

Resolved:

4. Special Motion(s)

5. Meeting Adjourned

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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 1

CTCI CORPORATION Business Report of 2025

For the year ended December 31, 2025.

I. Business overview:

Sales revenue for the year ended December 31, 2025 was TWD 52,677.277 million, and the consolidated sales revenue was TWD 91,848.234 million. The net income after tax was TWD 1,691.361 million.

A) Sales Revenue and profit

(Unit: TWD thousands)

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Consolidated sales revenue for the year ended 2025 91,848,234
Consolidated sales revenue for the year ended 2024 119,924,617
Decreased from 2025 to 2024 28,076,383
Decrease rate 23.41%
Sales revenue for the year ended 2025 52,677,277
Sales revenue for the year ended 2024 61,616,019
Decreased from 2025 to 2024 8,938,742
Decrease rate 14.51%
Net profit after tax for the year ended 2025 1,691,361
Net profit after tax for the year ended 2024 1,942,383
Decreased from 2025 to 2024 251,022
Decrease rate 12.92%
B) Breakdown of sales revenue (Unit: TWD thousands)
Hydrocarbon and petrochemical 30,296,012
Power 9,850,080
LNG Receiving Terminals 5,644,715
Advanced Technology Facilities 2,063,959
Environmental 2,042,302
Transportation 1,345,610
Industrial 908,096
Other Revenue 526,503
Total 52,677,277
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CTCI 2026 Annual General Shareholders’ Meeting

II. Performance review

A) New contracts

The total contract value (including those with Letter of Intent) awarded to CTCI group amounted to TWD 181,287.106 million.

  • B) Contracts classified by Services

(Unit: TWD thousands)

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Construction 95,335,835 52.59%
Procurement 66,667,510 36.77%
Engineering Design 7,184,955 3.96%
Project Management 3,774,401 2.08%
Others 8,324,405 4.60%
Total 181,287,106 100.00%
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  • C) Contracts classified by Business Lines

(Unit: TWD thousands)

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Engineering Business 161,457,126 89.06%
Intelligent Solutions Business 11,149,767 6.15%
Resource Cycling Business 8,664,799 4.78%
Others 15,414 0.01%
Total 181,287,106 100.00%
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  • D) The execution of income, expenses and budgets:

The Company does not publicize its financial forecasts for the year ended 2025; therefore, it is not obliged to disclose its budget execution.

  • E) Primary businesses

Awarded Project List for Year 2025

  1. TPC 3300MW Tung Hsiao CCPP Phase II Project (EPCK)

  2. TPC 1300MW Ta Lin CCPP Project (EPCK)

  3. TPC Taichung-Tongxiao Natural Gas Pipeline On-Shore Section Project (EPC)

  4. CPC Talin LNG Receiving Terminal Re-gas Project (EPCC)

  5. MPC Mailiao LNG Receiving Terminal Tank Project (EPC)

  6. MPC Mailiao LNG Receiving Terminal Re-gas Project (DDE)

  7. TSRC Shenghua SSBR Relocation Project (EPC)

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CTCI 2026 Annual General Shareholders’ Meeting

  1. TCRT MCT Taichung Blue Line System E&M Project

  2. Chunghwa Telecom Binjiang Data Center Construction Project

  3. Micron Singapore FAB 10E Probe Building Concept Design Project

  4. VisEra Longtan Plant Phase II Cleanroom & Office MEP Construction Project

  5. Merck SAFC Dragon EPC Project

  6. UMC Innovation Center O&M Project

  7. Green Energy Transaction Project for the High-Tech Manufacturing Sector

  8. High-Tech Semiconductor Industry Plant Maintenance Project

  9. Taichung City Houli Energy Resource Center O&M Project

  10. Taitung County Waste Energy Recovery Center O&M Project

  11. New Taipei City Zhonghe District Shengchang Section Social Housing Construction Project

  12. New Taipei City Zhonghe District Shengchang Section Youth Social Housing Construction Project

  13. MCPN PMMA Plant Relocation Project (EPC)

  14. BASF EGSA Project Phase IV Project (F/S + Pre-FEED)

  15. Bioprotein Uniprotein Project (Early Engineering)

  16. NAN YA EG1/EG2 Piping and Pipe Rack Project (E)

  17. BASF IGSA and EGSA Project (Cost Estimation)

  18. Inventec Houston AI Server Plant Phase II Stage 1 Project (MEP/EPC)

III. Our Business Prospects for 2026

As the global economy emerges from a period of high inflation and aggressive monetary tightening, it is gradually returning to a path of relatively stable growth. However, uncertainties persist, driven by geopolitical risks, U.S. tariff policies, supply chain restructuring, and financial market volatility. Against this backdrop, the rapid advancement of artificial intelligence (AI) and the accelerating global shift toward ESG-aligned net-zero and energy transition goals are fundamentally reshaping industrial investment and development structures. These shifts present both new opportunities and unique challenges for the engineering industry.

In response to this evolving landscape, CTCI Group is proactively integrating AI and digital technologies into our engineering design, project management, and operational workflows. It is also bolstering its core competencies in net-zero solutions, circular economy practices, and green engineering. By leveraging the synergy between technology and professional expertise, CTCI will continue to maximize project value and execution efficiency, optimize its global operational footprint, and build robust momentum for long-term growth.

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CTCI 2026 Annual General Shareholders’ Meeting

Engineering Business

1. Taiwan

As Taiwan continues to advance its low-carbon energy policies, the share of gas-fired power generation rose to 48.1% in 2025, representing an increase of approximately six percentage points from the previous year. Due to the government’s "gas-for-coal" policy, the nation is steadily reducing its reliance on coal-fired power by replacing coal and oil-fired units with highefficiency gas-fired units. According to the national roadmap, Taiwan’s energy mix is projected to be comprised of 54% natural gas, 9% coal, and 36% renewables by 2035. Furthermore, starting in 2027, the government will implement higher standards for natural gas safety reserves and storage tank capacity. This shift is driving the continuous expansion of liquefied natural gas (LNG) receiving, transmission, storage, and power generation infrastructure, which will further enhance grid stability and energy supply resilience. Leveraging CTCI’s extensive track record in engineering, procurement, and construction (EPC) for power plants and natural gas infrastructure, the Group maintains a distinct competitive edge in large-scale domestic power projects. Following the successful acquisition of contracts for the Taipower Tunghsiao Phase II and Talin Power Plant projects in 2025, the Group is actively targeting upcoming expansion plans for LNG terminals, including Kuantang Phase II, Kaohsiung Intercontinental Phase II, Taichung Phase IV, Talin, and Xiehe. These efforts are part of CTCI’s strategic commitment to deepening its footprint in the gas-fired power engineering market.

In the realm of forward-looking infrastructure, the government is aggressively advancing initiatives for water resource management, water reclamation, and seawater desalination to mitigate the impacts of climate change and meet the rising demand for residential and industrial water. In 2024, the Water Resources Agency (WRA) completed feasibility studies and preliminary planning for several desalination plants, and construction opportunities are expected to be phased in over the coming years. Driven by the expansion of science parks and surging industrial water needs, recent amendments to the Reclaimed Water Resources Development Act now mandate that developers with a planned daily water intake of 20,000 metric tons or more must utilize at least 50% reclaimed water from the system. This regulatory shift is driving the construction demand for water reclamation facilities. Furthermore, supported by diversified waste management plans and increasingly stringent environmental regulations, there remains significant long-term potential for the construction of new energyfrom-waste (EfW) plants as well as the retrofit and modernization of existing municipal and industrial incinerators. Simultaneously, as the government prioritizes upgrades to public transit and urban infrastructure, several rail transit projects have moved into the implementation phase, with a steady stream of engineering opportunities expected to hit the market.

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CTCI 2026 Annual General Shareholders’ Meeting

In the advanced technology industries, the semiconductor, memory, data center, and battery industries continue to see ongoing investment expansion. The rapid evolution of AI is driving a surge in demand for high-performance computing (HPC), supporting the steady growth of hightech facility construction. Faced with intense capacity constraints and aggressive production timelines, some owners are pivoting from traditional greenfield projects toward the retrofitting and upgrading of existing facilities. This strategic shift is designed to accelerate production ramp-up and maximize capital efficiency, driving growing demand for plant integration and facility optimization projects.

In the field of new energy and decarbonization, the Ministry of Economic Affairs has formally positioned hydrogen and ammonia within the national energy transition roadmap. Taiwan Power Company (Taipower) is moving toward low-carbon and carbon-free power generation through co-firing or dedicated-firing models, while CPC Corporation is actively deploying lowcarbon energy production technologies. These initiatives are creating a surge in demand for the construction of specialized facilities for energy unloading, transmission, and storage. Additionally, Taiwan is scheduled to begin imposing a carbon fee in May 2026. Driven by netzero emission policies and escalating corporate demand for carbon-free power, players in the petrochemical, power supply, and high-tech sectors are accelerating their investments in decarbonization and carbon-negative technologies. This shift is catalyzing steady growth in the engineering market for carbon capture and storage (CCS).

To address the burgeoning engineering demand fueled by Taiwan’s energy transition, infrastructure modernization, and high-tech industrial expansion, CTCI will leverage its deeprooted local expertise, proven track record, and comprehensive integration capabilities. The Group remains committed to maintaining a leading position across key sectors, including energy infrastructure, environmental engineering, and high-tech facility construction, supporting clients in advancing their low-carbon transitions and infrastructure upgrades. These strategic efforts will enable CTCI to capture long-term development and growth opportunities in the Taiwan market.

2. Southeast Asia and India

Across Southeast Asia and South Asia, infrastructure and industrial investment are expanding rapidly, fueled by the energy transition, industrial modernization, and digital transformation. Specifically, surging demand for LNG is driving a wave of new projects, including LNG receiving terminals, gas-fired power plants, and supporting energy infrastructure. Simultaneously, the petrochemical sector is pivoting from sheer capacity expansion toward high-value-added products and decarbonization. Regional highlights include Thailand’s focus on industrial

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CTCI 2026 Annual General Shareholders’ Meeting

upgrading and natural gas infrastructure; Singapore’s strategic restructuring of Jurong Island, where regional Asian players are acquiring existing production capacities; and Malaysia’s development of specialty chemicals and CCS initiatives. Furthermore, Indonesia, Vietnam, and India are deepening their investments in gas-to-power projects and integrated refiningpetrochemical complexes, while exploring applications for hydrogen and low-carbon fuels. Collectively, these trends are generating a steady pipeline of engineering opportunities in the energy and petrochemical sectors.

Supported by regional economic growth and favorable policy landscape, international financial institutions and Japanese trading houses are actively engaging in energy and infrastructure development. As a result, power plant and renewable energy projects are increasingly shifting toward cross-border collaboration and consortium-based bidding models. Meanwhile, driven by steady population growth and rapid urbanization, countries across the region continue to prioritize investments in water resource development, air pollution control, and waste management facilities. Furthermore, the ongoing expansion of mass rapid transit (MRT) systems to enhance urban mobility is ensuring a stable and resilient flow of public infrastructure engineering projects.

Bolstered by regional trade agreements, supportive industrial policies, and the rapid evolution of AI and cloud computing, Southeast and South Asia have emerged as pivotal hubs for hightech manufacturing and data center construction. Investment momentum is particularly robust in Singapore, Malaysia, Vietnam, and Thailand, focusing on high-tech manufacturing, data centers, and advanced assembly. This trend is catalyzing sustained growth in the markets for power supply infrastructure, facility systems integration, and specialized engineering services across the region.

To capitalize on engineering opportunities arising from regional energy construction, public infrastructure, and high-tech investments, CTCI will continue to deepen its presence in Southeast Asia and India. By leveraging local resources alongside the Group s cross-regional project execution experience, CTCI will prudently pursue opportunities in energy, environmental, and high-tech sectors, supporting sustained long-term growth across the region.

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CTCI 2026 Annual General Shareholders’ Meeting

3. China

Against the backdrop of slowing domestic demand, overcapacity, and tightening regulations, China’s refining and petrochemical industry is pivoting from a scale-driven expansion model toward structural optimization and high-value upgrades. Consequently, owners are increasingly focusing their investment decisions on differentiated products and low-carbon process solutions.

In recent years, geopolitical shifts, regulatory adjustments, and heightened cybersecurity demands have led clients to prioritize intellectual property (IP) protection, information security management, and compliance risk control. In response, CTCI has integrated its proven expertise in IP and cybersecurity management with the local execution capabilities of its subsidiary in China, CTCI Beijing. While ensuring risks remain manageable, CTCI has fortified its frameworks for information classification, data access, and compliance. These effort not only stabilize project execution but also address the clients’ requirements for technology protection.

In terms of market development, CTCI is focused on investment opportunities driven by upgrades in the refinery and petrochemical industries. While actively pursuing engineering opportunities from foreign and Taiwanese enterprises in mainland China, CTCI continues to track flagship projects such as the SABIC-Sinopec Phase II and the Guangdong Maoming Integrated Refinery and Petrochemical projects. By tailoring bidding strategies to specific project requirements and collaboration models, CTCI leverages its extensive engineering track record, local resource advantages, and partnerships with global licensors to deliver technically advanced, high-quality, and cost-competitive EPC services.

4. The Middle East

The Middle East remains a pivotal strategic hub for global energy supply and investment. In recent years, investment strategies in the region have evolved from volume-driven expansion toward a selective approach that prioritizes capital efficiency and long-term returns. Amid the global energy transition and shifting geopolitical landscapes, regional national oil companies are maintaining their critical roles in the upstream sector while aggressively increasing investment in downstream segments, including refining, petrochemicals, and natural gas. This extension of the value chain aims to maximize value-add and enhance industrial resilience, driving a fundamental restructuring of the energy and engineering markets.

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CTCI 2026 Annual General Shareholders’ Meeting

Energy investment in the Middle East is currently concentrated in cracked chemicals, largescale natural gas development, and low-carbon initiatives. While cracked chemical projects remain key to upgrading the crude oil value chain, the global petrochemical overcapacity has led to a more cautious investment climate. New projects now prioritize capital discipline and cost-efficiency, resulting in a slower and more consolidated investment pace. Furthermore, despite a growing push among nations toward renewables, CCS, hydrogen, and blue ammonia, these developments are strategically integrated with existing oil and gas assets. Most projects are moving forward in phases, reflecting a pragmatic and incremental approach to the energy transition.

CTCI has established a robust operational foundation in the Middle East, backed by strong capabilities in executing large-scale EPC projects. With extensive project experience in Qatar, including the ongoing Ras Laffan ethane cracker project, CTCI continues to enhance its track record and visibility in the Qatari energy and petrochemical markets, while actively bidding on upcoming opportunities offered by QatarEnergy. Furthermore, the SASREF ethane cracker project execution in Saudi Arabia has helped cement CTCI’s relationships with local partners, laying a solid foundation for further business expansion.

5. The Americas

Shaped by policy shifts and rising costs, the U.S. market presents challenges and opportunities. Tariffs have increased the cost of imported equipment and raw materials, weighing on corporate spending and capital expenditure decisions, which in turn leads to a more cautious short-term outlook for traditional engineering demand. Meanwhile, crude oil price volatility and overcapacity have squeezed margins in the refining and petrochemical sectors. Consequently, investment momentum in the domestic shale-related projects remains limited, with engineering demand primarily concentrated on facility optimization and efficiency upgrades.

In contrast, high-value chemicals and high-tech supply chains maintain strong mid-to-longterm investment momentum. As AI, semiconductors, and advanced manufacturing continue to evolve, there is a growing demand for localized production of critical semiconductor materials and specialty chemicals in the United States. Driven by supply chain restructuring and tariff considerations, Taiwanese tech companies and AI server manufacturers are gradually reviewing their U.S. expansion plans. spurring demand for high-tech manufacturing bases and upstream material supply chain infrastructure.

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CTCI 2026 Annual General Shareholders’ Meeting

Against this backdrop, CTCI is leveraging its proven U.S. track record, modular construction expertise, and cross-regional project management capabilities to target opportunities within the high-tech manufacturing clusters. Taiwanese investments in the United States have driven opportunities in plant site development and infrastructure construction, and CTCI has engaged in projects spanning manufacturing facilities, utilities, and operational support, further strengthening its presence in the U.S. high-tech supply chain market.

Intelligent Solutions Business

1. AI/ Intelligent Applications

The development of AI agent, coupled with the national agenda in Taiwan to reach net zero emissions by 2050 and the rising corporate demand for carbon neutrality, presents a business case for CTCI, which has years of experience in engineering and smart solutions, to continue to increase its service and product offerings in process optimization, energy management, greenhouse gas inventory systems, smart buildings, and corporate digital transformation by leveraging its in-house developed or licensed process optimization tools that utilize big data collection and AI analytical models.

2. Process Instrumentation and Control

The petrochemical, energy, and power industries in Taiwan have been upgrading their equipment and investing in newer systems, as carbon fee system soon comes into effect and there is demand within the energy sector for low-carbon transition. Given such development, CTCI is amassing Group-wide resources to aim for instrumentation and control business opportunities that are related to oil storage hubs, LNG terminals, new or refurbished power plants, circular resource centers, water treatment facilities, high-tech facilities, or overseas plant construction projects.

3. System Integration

CTCI’s system integration services span across diverse sectors, including rail transit, airports, high-tech facilities, and biotech plants, with expertise in mechanical, electrical, and plumbing (MEP), environmental control, core facility monitoring, ICT, automation, and cleanroom integration. Driven by national rail infrastructure initiatives, resurging air travel, and boom in high-tech industry, CTCI is joining forces with its strategic partners and seeking to secure system integration and engineering contracts.

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CTCI 2026 Annual General Shareholders’ Meeting

4. Green Technology and Green Contracting

With engineering as its core business and strength, CTCI blends in green technologies and green contracting business model to provide clients full-spectrum turnkey services that encompass civil engineering, MEP integration, smart HVAC, energy management, and facility automation, helping clients save energy, reduce carbon emissions, and advance toward their net zero goals. Furthermore, CTCI continues to advance technologies in precast construction and energy-saving, reinforcing its position as a “holistic solutions provider in engineering technology and smart services.”

5. Real Estate Development

In view of national policies that encourage urban renewal and old building reconstruction, CTCI is strategically expanding its real estate development portfolio, actively seeking opportunities in urban renewal and Transit-Oriented Development (TOD) projects. Multiple targets for joint development have been secured or are under active negotiation.

6. The Elderly Business

As Taiwan will soon become a super-aged society, there has been a rising demand in residential long-term care and senior living services. CTCI aims to create a safe and friendly living environment for the elderly by leveraging its expertise in engineering and smart technologies, while developing health-tech applications and services. This initiative is designed to generate stable and long-term ESG value.

Resource Cycling Business

1. Energy and Resource Recovery

In Taiwan, CTCI has strengthened its core operations while successfully launched new initiatives. It has secured the operations and maintenance (O&M) contract for the Taoyuan Biomass Center and is dealing with the environmental impact assessment for the Changhua Coastal Low-Carbon Resource Cycling Center. As for Chiayi Green Energy Sustainable Circulation Center Build-Operate-Transfer (BOT) project, CTCI has taken over operations of legacy facilities and commenced construction of the new plant. New contract wins include O&M services for energy-from-waste plants in Taitung and Taichung (Houli), and CTCI remains focused on upcoming BOT tenders.

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CTCI 2026 Annual General Shareholders’ Meeting

Overseas, CTCI prioritizes Southeast Asia and India for business development and has secured the Melaka BOT project jointly with a local partner in Malaysia, which involves the provision of long-term O&M services. CTCI aims to replicate its successful BOT/BOO models of investment and construction, as well as its robust O&M capability in EfW plants (including ROT) globally by leveraging CTCI Group’s overseas resources and proven technical expertise.

2. Renewable Energy

For the photovoltaic business in Taiwan, CTCI maintains stable operations and strategically goes after large-scale utility projects or government tenders to expand its investment portfolio, supported by the anticipated release of substantial solar capacity under consistent government policies. CTCI is also aggressively bidding for third-party O&M service contracts. To capitalize on the liberalized energy market, laxer regulations, and the surge in corporate demand for RE100 solutions, CTCI is increasing its green power sales and developing innovative commercial models. As for the business in the United States, CTCI’s existing solar assets have performed reliably. CTCI continues to seek investment opportunities in solar energy and energy storage systems brought by the Inflation Reduction Act and the soaring power demand driven by data center construction.

3. Circular Economy and Resource Recovery

While maintaining steady operations in the waste solvent recovery business, CTCI is leveraging its success in this field to seek new investment opportunities domestically and overseas in the high-tech industry that are related to waste resource recovery. As for the water reclamation business, CTCI’s extensive experience in operating and maintaining water resource centers will be drawn upon and applied to the Group’s water reclamation projects that have been completed and are currently in the trial operation phase. CTCI will actively bid on upcoming government tenders for water reclamation and seawater desalination plants. Beyond wastewater and waste solvents, CTCI continues to develop high-yielding projects through market research and by amassing technological resources in Taiwan and overseas. CTCI aims to seek competitive technologies and reliable disposal channels, while closely monitoring feedstock and market dynamics to secure first-mover advantages.

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CTCI 2026 Annual General Shareholders’ Meeting

4. Construction and Maintenance for System Facilities

Building on CTCI’s strong foundation in utility system maintenance for high-tech facilities and environmental control facility maintenance for mass rapid transportation, the Company continues to broaden the scope of services related to system facilities for existing clients, while leveraging Group resources to seek new customers. In addition, CTCI draws upon its extensive experience in EfW plant maintenance and deep insight of asset lifecycles to expand its business in facility upgrade, retrofit, and annual outage for EfW plants.

IV. Future Development Strategy

Despite a global business environment in flux and sector challenges, clients continue to place deep trust in CTCI. Thanks to the team’s effort, CTCI delivered exceptional results in the past year, with new contracts reaching TWD181.3 billion and backlog reaching TWD450.4 billion, both recordbreaking. CTCI continues to be regarded as Taiwan's premier engineering firm and a recognized global EPC company, having maintained its status as one of the Top-100 International Contractor for nine years, according to Engineering News-Record. Its commitment to excellence is also reflected in its #1 ranking as construction contractor in Commonwealth Magazine’s service industry survey and the inclusion as a constituent in the Dow Jones Best-in-Class Emerging Markets Index for ten consecutive years—with industry-leading score of 89 in the global construction and engineering category. These achievements underscore CTCI’s competitive strength and operational success on the world stage. Looking ahead in 2026, CTCI will continue to strengthen its integrated EPC expertise and international reach, ensuring steady operational momentum and long-term, sustainable shareholder value.

Focusing on Net Zero Engineering and High-Value High-Tech Opportunities

CTCI is capitalizing on the global trends of localized supply chains, production boom in the hightech sector, and energy transition. Moreover, in light of the carbon fee roll-out and national policy on net zero emissions, CTCI is leveraging its core strengths in low-carbon and negativecarbon technology, as well as an integrated capability acquired from previous high-tech facility, energy, hydrocarbon, and environmental projects to expand its presence in high-tech facilities, energy transition projects, and infrastructure construction domestically and overseas. A key highlight of CTCI’s global expansion is the strategic partnership with Foxconn for the “TEEMA Science Park” initiative. CTCI is providing planning and EPC services for new hubs in Mexico, the United States, Poland, and India, showcasing its prowess of integration and execution for

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CTCI 2026 Annual General Shareholders’ Meeting

large-scale global projects. Moving forward, CTCI will prioritize high-growth regions such as Taiwan, the Middle East, Southeast Asia, India, and the Americas. The Company will aim for high-margin projects characterized by high technical complexity and capital efficiency, further solidifying its market leadership and project-added value.

Increasing AI and Smart Applications for Efficient Project Execution and Resilient Operations

To manage growing project complexity as project scales increase, artificial intelligence and digital technologies have become an important part of the engineering capability. With a comprehensive AI Roadmap on its way, CTCI embeds digital innovation into its core operations. A key focus is to apply AI at every project stage—from design, planning, construction, and management process—to increase design accuracy, project coordination efficiency, and resource allocation efficiency. This digital-priority approach helps CTCI enhance its capability to manage schedule, cost, quality, and risk (SCQR) effectively. Beyond internal efficiency, CTCI leverages these technologies to deliver added value to our clients through optimized energy performance, reduced carbon emissions, and reduced operational risks. This intelligent service model is designed to be modular and scalable, and can serve as a common platform for projects across fields such as high-tech fabs, data centers, and public infrastructure. By institutionalizing these smart applications, CTCI is cementing its position as a resilient and top-performing leader in the industry.

Strengthening Risk Management for Enhanced Operational Stability and Project Resilience

To navigate a volatile external environment and the growing complexity of large-scale projects, CTCI continues to upgrade its risk management frameworks and regards risk control as a fundamental pillar of operational growth. Embedding risk management into overall operations and project planning from day one, CTCI utilizes sound contract management, sound cost controls, resilient supply chain, strong financial management, and IT security measures to identify risks early and take timely countermeasures to mitigate uncertainties before they impact performance. This proactive approach ensures greater stability in project delivery. In addition, CTCI continues to promote an organization-wide risk-aware mindset, making risk management a core part of its decision-making process. Through robust governance and crossfunctional collaboration, CTCI is building a resilient corporate culture that safeguards shareholder value and secures a strong foundation for CTCI’s long-term success.

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CTCI 2026 Annual General Shareholders’ Meeting

Rooted in engineering expertise and a track record of steady execution, CTCI continues to build its presence in key fields, including the high-tech supply chain, green engineering, and energy transition. Its commitment to excellence in project management, risk control, and international operations has helped fortify its operational performance and draw global acclaim. Last year, CTCI was selected for the third consecutive year as one of the "2025 Best Taiwan Global Brands," achieving the best ranking ever. Compared to year 2024, CTCI’s brand value increased 21%, reaching US$143 million. As the only company in Taiwan’s engineering industry to be selected, this recognition validates CTCI’s long-term international strategy and overall management. Moving forward, CTCI will continue to be guided by its corporate culture of "Professionalism, Integrity, Teamwork, and Innovation." It will seek to enhance its core turnkey engineering capabilities and global project delivery based on robust governance and disciplined risk control, so as to achieve further growth for the entire Group, as well as demonstrate its strength and commitment as “the most reliable global engineering services provider.”

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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 2

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

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December 31, 2025 December 31, 2024
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 36,187,354 26 $ 21,116,610 17
1110 Financial assets at fair value through 6(2)
profit or loss - current 7,244,573 5 5,579,895 5
1120 Financial assets at fair value through 6(3)
other comprehensive income -
current 151,383 - 227,409 -
1136 Financial assets at amortized cost - 6(4)
current 947,488 1 9,145,864 7
1140 Contract assets - current 6(28) and 7 20,283,991 15 26,595,005 21
1150 Notes receivable, net 6(5) 71,548 - 1,633 -
1170 Accounts receivable, net 6(5) and 8 15,243,318 11 6,280,615 5
1180 Accounts receivable - related parties 7 627,933 1 412,796 -
1200 Other receivables 255,122 - 262,477 -
1210 Other receivables - related parties 7 15,779 - 14,692 -
1220 Current income tax assets 339,923 - 268,906 -
130X Inventories 114,673 - 187,041 -
1410 Prepayments 6(6) 4,838,866 3 5,526,585 5
11XX Total current assets 86,321,951 62 75,619,528 60
Non-current assets
1510 Financial assets at fair value through 6(2)
- - -
profit or loss - non-current 10,678
1517 Financial assets at fair value through 6(3)
other comprehensive income - non-
current 668,732 - 532,269 -
1535 Financial assets at amortized cost - 6(4) and 8
non-current 166,877 - 495,594 -
1550 Investments accounted for using 6(7)
equity method 3,331,415 2 3,335,879 3
1600 Property, plant and equipment, net 6(8) and 8 13,503,687 10 13,935,793 11
1755 Right-of-use assets 6(9) 695,693 1 693,310 1
1760 Investment property, net 6(11) and 8 931,637 1 937,356 1
1780 Intangible assets 6(12) and 8 3,172,275 2 1,319,242 1
1840 Deferred income tax assets 6(35) 2,813,245 2 1,934,430 2
1900 Other non-current assets 6(13), 7 and 8 28,444,271 20 26,429,490 21
15XX Total non-current assets 53,738,510 38 49,613,363 40
1XXX Total assets $ 140,060,461 100 $ 125,232,891 100
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CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

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December 31, 2025 December 31, 2024
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(14) $ 4,205,200 3 $ 11,640,423 9
2120 Financial liabilities at fair value 6(2)
- -
through profit or loss - current 158,706 234,040
2130 Contract liabilities - current 6(28) and 7 42,349,009 30 30,264,243 24
2150 Notes payable 1,391 - 11,579 -
2170 Accounts payable 6(15) 21,167,423 15 23,478,280 19
2180 Accounts payable - related parties 7 131,500 - 77,971 -
2200 Other payables 6(16) 4,677,589 4 3,716,684 3
2220 Other payables - related parties 7 20,371 - 1,756 -
2230 Current income tax liabilities 944,317 1 561,571 1
2250 Current provisions 6(24) 1,856,182 2 1,160,762 1
2280 Current lease liabilities 7 234,820 - 294,196 -
2320 Long-term liabilities, current portion 6(18)(19) 7,324,893 5 3,258,031 3
2399 Other current liabilities, others 6(17) and 7 366,767 - 213,116 -
21XX Total current liabilities 83,438,168 60 74,912,652 60
Non-current liabilities
2527 Non-current contract liabilities 6(28) - - 173,260 -
2530 Bonds payable 6(18) 10,591,055 8 9,373,153 8
2540 Long-term borrowings 6(19) 17,264,680 12 13,573,849 11
2550 Non-current provisions 6(24) 499,191 - 344,801 -
2570 Deferred income tax liabilities 6(35) 524,892 1 244,734 -
2580 Non-current lease liabilities 7 477,873 - 452,531 -
2600 Other non-current liabilities 6(20) and 7 1,748,212 1 1,489,542 1
25XX Total non-current liabilities 31,105,903 22 25,651,870 20
2XXX Total liabilities 114,544,071 82 100,564,522 80
Equity attributable to owners of parent
Share capital 6(25)
3110 Common stock 8,945,506 6 8,122,571 7
3170 Share capital awaiting retirement ( 732) - ( 871) -
Capital surplus 6(26)
3200 Capital surplus 6,592,349 4 6,516,072 5
Retained earnings 6(27)
3310 Legal reserve 3,282,501 2 3,070,603 2
3320 Special reserve 1,397,778 1 1,477,639 1
3350 Unappropriated retained earnings 2,104,500 2 2,117,537 2
Other equity interest
3400 Other equity interest ( 2,036,042) ( 1) ( 1,645,414) ( 1)
3500 Treasury stocks 6(25) ( 11,835) - ( 11,835) -
31XX Equity attributable to owners of
the parent 20,274,025 14 19,646,302 16
36XX Non-controlling interests 4(3) 5,242,365 4 5,022,067 4
3XXX Total equity 25,516,390 18 24,668,369 20
Significant contingent liabilities and 9
unrecognized contract commitments
Significant events after the balance 11
sheets date
3X2X Total liabilities and equity $ 140,060,461 100 $ 125,232,891 100
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The accompanying notes are an integral part of these consolidated financial statements.

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CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

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Year ended December 31
2025 2024
Items Notes AMOUNT % AMOUNT %
4000 Operating revenue 6(28) and 7 $ 91,848,234 100 $ 119,924,617 100
5000 Operating costs 6(33)(34) and 7 ( 82,472,567) ( 90) ( 113,326,658) ( 94)
5900 Gross Profit 9,375,667 10 6,597,959 6
Operating expenses 6(33)(34) and 7
6200 General and administrative expenses ( 2,042,300) ( 2) ( 1,904,015) ( 2)
6300 Research and development expenses ( 143,640) - ( 113,486) -
6450 Impairment loss determined in 12(2)
accordance with IFRS 9 ( 3,139,144) ( 4) ( 249,949) -
6000 Total operating expenses ( 5,325,084) ( 6) ( 2,267,450) ( 2)
6900 Operating income 4,050,583 4 4,330,509 4
Non-operating income and expenses
7100 Interest income 6(29) 567,088 1 598,781 1
7010 Other income 6(30) 140,083 - 147,891 -
7020 Other gains and losses 6(31) 121,803 - 57,543 -
7050 Finance costs 6(32) and 7 ( 1,219,749) ( 1) ( 1,192,480) ( 1)
7060 Share of profit of associates and joint 6(7)
ventures accounted for under equity
method 423,128 - 437,396 -
7000 Total non-operating income and
expenses 32,353 - 49,131 -
7900 Profit before income tax 4,082,936 4 4,379,640 4
7950 Income tax expense 6(35) ( 1,325,677) ( 1) ( 1,444,724) ( 1)
8200 Profit for the year $ 2,757,259 3 $ 2,934,916 3
Components of other comprehensive
income that will not be reclassified to profit
or loss
8311 Actuarial gains on defined benefit plans 6(21) $ 82,720 - $ 157,284 -
8316 Unrealized gains (losses) from 6(3)
investments in equity instruments
measured at fair value through other
comprehensive income 76,079 - ( 139,330) -
8320 Share of other comprehensive (loss)
income of associates and joint ventures
accounted for using equity method,
components of other comprehensive
income that will not be reclassified to
profit or loss ( 11) - 1,932 -
8349 Income tax related to components of 6(35)
other comprehensive income that will
- -
not be reclassified to profit or loss ( 17,861) ( 37,603)
8310 Other comprehensive income (loss)
that will not be reclassified to profit or
loss 140,927 - ( 17,717) -
Components of other comprehensive
income that will be reclassified to profit or
loss
8361 Cumulative translation differences of
foreign operations ( 695,219) ( 1) 301,902 -
8300 Total other comprehensive (loss) income
for the year ($ 554,292) ( 1) $ 284,185 -
8500 Total comprehensive income for the year $ 2,202,967 2 $ 3,219,101 3
Profit attributable to:
8610 Owners of the parent $ 1,691,361 2 $ 1,942,383 2
8620 Non-controlling interest 1,065,898 1 992,533 1
Total $ 2,757,259 3 $ 2,934,916 3
Comprehensive income attributable to:
8710 Owners of the parent $ 1,179,765 1 $ 2,195,665 2
8720 Non-controlling interest 1,023,202 1 1,023,436 1
Total $ 2,202,967 2 $ 3,219,101 3
9750 Basic earnings per share (in NT dollars) 6(36) $ 1.91 $ 2.21
9850 Diluted earnings per share (in NT dollars) 6(36) $ 1.72 $ 1.97
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The accompanying notes are an integral part of these consolidated financial statements.

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CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

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Equity attributable to owners of the parent
Capital Retained Earnings Other Equity Interest
Unrealized losses
from financial
assets measured
Cumulative at fair value
Share capital translation through other
awaiting Unappropriated differences of comprehensive Revaluation Other equity, Non-controlling
Notes Common stock retirement Capital surplus Legal reserve Special reserve retained earnings foreign operations income surplus others Treasury stocks Total interests Total equity
Year ended December 31, 2024
Balance at January 1, 2024 $ 8,037,727 ($ 1,330 ) $ 5,464,774 $ 2,883,788 $ 1,248,071 $ 2,076,640 ($ 110,180 ) ($ 1,418,640 ) $ 51,181 ($ 193,932 ) ($ 11,835 ) $ 18,026,264 $ 4,752,599 $ 22,778,863
Profit for the year - - - - - 1,942,383 - - - - - 1,942,383 992,533 2,934,916
Other comprehensive income (loss) - - - - - 98,537 287,851 ( 133,106 ) - - - 253,282 30,903 284,185
Total comprehensive income (loss) - - - - - 2,040,920 287,851 ( 133,106 ) - - - 2,195,665 1,023,436 3,219,101
Appropriations of 2023 earnings 6(27)
Legal reserve - - - 186,815 - ( 186,815 ) - - - - - - - -
Special reserve - - - - 229,568 ( 229,568 ) - - - - - - - -
Cash dividends - - - - - ( 1,660,258 ) - - - - - ( 1,660,258 ) - ( 1,660,258 )
Employee stock options exercised 6(25)(26) 89,017 - 209,905 - - - - - - - - 298,922 - 298,922
Employee stock options exercised by 6(26)
subsidiary - - 24,575 - - - - - - - - 24,575 98,505 123,080
Share-based payment transactions 6(26) - - 414 - - - - - - - - 414 273 687
Restricted stock 6(26) ( 4,173 ) 459 3,714 - - 1,735 - - - ( 53,705 ) - ( 51,970 ) ( 6,161 ) ( 58,131 )
Issuance of convertible bonds - - 811,747 - - - - - - - - 811,747 - 811,747
Issuance of convertible bonds by subsidiary 6(26)
and converted into capital - - 76 - - - - - - - - 76 - 76
Disposal of investments in equity 6(3)
instruments measured at fair value through
other comprehensive income - - - - - 74,883 - ( 74,883 ) - - - - - -
Recognition of change in equity of associates 6(26)
in proportion to the Group's ownership - - 867 - - - - - - - - 867 341 1,208
Non-controlling interests - - - - - - - - - - - - 51,940 51,940
Cash dividends distributed by subsidiary - - - - - - - - - - - - ( 898,866 ) ( 898,866 )
Balance at December 31, 2024 $ 8,122,571 ($ 871 ) $ 6,516,072 $ 3,070,603 $ 1,477,639 $ 2,117,537 $ 177,671 ($ 1,626,629 ) $ 51,181 ($ 247,637 ) ($ 11,835 ) $ 19,646,302 $ 5,022,067 $ 24,668,369
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CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

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Equity attributable to owners of the parent
Capital Retained Earnings Other Equity Interest
Unrealized losses
from financial
assets measured
Cumulative at fair value
Share capital translation through other
awaiting Unappropriated differences of comprehensive Revaluation Other equity, Non-controlling
Notes Common stock retirement Capital surplus Legal reserve Special reserve retained earnings foreign operations income surplus others Treasury stocks Total interests Total equity
Year ended December 31, 2025
Balance at January 1, 2025 $ 8,122,571 ($ 871 ) $ 6,516,072 $ 3,070,603 $ 1,477,639 $ 2,117,537 $ 177,671 ($ 1,626,629 ) $ 51,181 ($ 247,637 ) ($ 11,835 ) $ 19,646,302 $ 5,022,067 $ 24,668,369
Profit for the year - - - - - 1,691,361 - - - - - 1,691,361 1,065,898 2,757,259
Other comprehensive income (loss) - - - - - 52,842 ( 658,779 ) 94,341 - - - ( 511,596 ) ( 42,696 ) ( 554,292 )
Total comprehensive income (loss) - - - - - 1,744,203 ( 658,779 ) 94,341 - - - 1,179,765 1,023,202 2,202,967
Appropriations of 2024 earnings 6(27)
Legal reserve - - - 211,898 - ( 211,898 ) - - - - - - - -
Special reserve - - - - ( 79,861 ) 79,861 - - - - - - - -
Cash dividends - - - - - ( 812,727 ) - - - - - ( 812,727 ) - ( 812,727 )
Stock dividends of ordinary share 812,727 - - - - ( 812,727 ) - - - - - - - -
Employee stock options exercised 6(25)(26) 57,045 - 121,774 - - - - - - - - 178,819 - 178,819
Employee stock options exercised by 6(26)
subsidiary - - 19,739 - - - - - - - - 19,739 36,074 55,813
Share-based payment transactions 6(26) - - ( 185 ) - - - - - - - - ( 185 ) - ( 185 )
Restricted stock 6(26) ( 46,856 ) 139 ( 133,075 ) - - 1,260 - - - 172,801 - ( 5,731 ) ( 741 ) ( 6,472 )
Conversion of convertible bonds into capital 6(25)(26) 19 - 75 - - - - - - - - 94 - 94
Disposal of investments in equity
instruments designated at fair value through
other comprehensive income - - - - - ( 1,009 ) - 1,009 - - - - - -
Conversion of convertible bonds into capital 6(26)
by subsidiary - - 92 - - - - - - - - 92 100 192
Cash dividends distributed by subsidiary - - - - - - - - - - - - ( 869,007 ) ( 869,007 )
Recognition of change in equity of associates 6(26)
in proportion to the Group's ownership
percentage - - 67,857 - - - - - - - - 67,857 30,670 98,527
Balance at December 31, 2025 $ 8,945,506 ($ 732 ) $ 6,592,349 $ 3,282,501 $ 1,397,778 $ 2,104,500 ($ 481,108 ) ($ 1,531,279 ) $ 51,181 ($ 74,836 ) ($ 11,835 ) $ 20,274,025 $ 5,242,365 $ 25,516,390
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The accompanying notes are an integral part of these consolidated financial statements.

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CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Loss (gain) on valuation of financial assets
Loss (gain) on disposal of property, plant and equipment
Gain on lease modification
Share of profit of associates and joint ventures accounted for
under equity method
Depreciation
Amortization
Expected credit loss
Interest income
Dividend income
Interest expense
Construction revenue from service concession arrangements
Compensation costs for employee stock options
Compensation costs for restricted stock
Gain on disposal of investment
Accrued restoration cost reversal benefit
Liquidation of benefits
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss
Contract assets
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Provisions
Other current liabilities
Other non-current liabilities
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Income tax refund
Interest paid
Income tax paid
Net cash flows from (used in) operating activities
Year ended December 31
Notes
2025
2024
$ 4,082,936
$ 4,379,640
6(31)
(
298,880 )
13,531
6(31)
4,732
(
2,267 )
6(31)
(
526 )
(
4,130 )
6(7)
(
423,128 )
(
437,396 )
6(31)(33)
1,046,812
1,072,483
6(33)
221,883
228,016
12(2)
3,139,144
249,949
6(29)
(
567,088 )
(
598,781 )
6(30)
(
48,926 )
(
15,818 )
6(32)
1,219,749
1,192,480
6(12)
(
1,872,834 )
(
203,452 )
6(34)
(
185 )
687
6(34)
(
6,472 )
(
58,131 )
6(31)
(
1,656 )
-
(
58,483 )
-
(
6,337 )
-
(
1,460,890 )
(
2,823,807 )
6,259,813
(
3,383,391 )
(
69,915 )
17,328
(
9,037,854 )
1,488,625
(
164,009 )
160,362
(
102,521 )
175,206
(
996 )
-
72,368
21,914
687,719
(
570,302 )
-
656,453
(
2,931,092 )
(
7,769,558 )
12,109,465
(
853,795 )
(
10,188 )
7,918
(
2,310,857 )
2,541,589
53,529
(
165,105 )
946,110
306,137
18,615
938
888,344
111,943
102,532
219,157
(
166,615 )
(
175,864 )
11,314,299
(
4,217,441 )
676,964
541,455
319,117
256,244
137,832
37,277
(
1,055,810 )
(
1,056,421 )
(
1,680,287 )
(
2,119,594 )
9,712,115
(
6,558,480 )

(Continued)

  • 36 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other receivables - related parties
Proceeds from disposal of financial assets at fair value through
other comprehensive income - current
Proceeds from disposal of financial assets at amortized cost
Increase in financial assets at amortized cost
Increase in investments accounted for under the equity method
Proceeds from capital reduction of associates
Proceeds from investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in intangible assets
Increase in refundable deposits
Increase in other non-current assets
Increase in prepayments for land purchases
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Decrease in short-term notes and bills payable
Decrease in lease liabilities
Increase in deposits received (recognized in other non-current
liabilities)
Proceeds from long-term debt
Decrease in long-term borrowings
Issuance of bonds payable
Repayment of bonds payable
Proceeds from employee stock options exercised
Cash dividends paid
Increase in non-controlling interests
Net cash flows (used in) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2025
2024
( $ 91 )
( $ 916 )
15,642
115,215
8,695,743
286,720
(
168,650 )
(
7,911,653 )
6(7)
(
21,000 )
(
150,900 )
6(7)
270,000
135,000
201
-
6(37)
(
371,289 )
(
494,593 )
4,609
38,661
6(12)(37)
(
159,912 )
(
142,332 )
(
608,886 )
(
8,155 )
(
30,311 )
(
77,391 )
6(13)
(
1,901,520 )
-
5,724,536
(
8,210,344 )
(
7,435,223 )
3,805,942
6(38)
-
(
19,983 )
6(38)
(
375,815 )
(
348,205 )
36,710
68,911
7,213,350
8,674,939
(
349,429 )
(
1,899,279 )
4,991,602
6,283,362
6(18)
(
3,000,000 )
(
6,000,000 )
234,632
422,002
(
1,681,734 )
(
2,559,124 )
-
51,940
(
365,907 )
8,480,505
15,070,744
(
6,288,319 )
21,116,610
27,404,929
$ 36,187,354
$ 21,116,610

The accompanying notes are an integral part of these consolidated financial statements.

  • 37 -

CTCI 2026 Annual General Shareholders’ Meeting

Attachment 3

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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CTCI 2026 Annual General Shareholders’ Meeting

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  • 44 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

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December 31, 2025 December 31, 2024
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 26,752,059 30 $ 9,455,913 13
1110 Financial assets at fair value through 6(2)
profit or loss - current 4,005,496 5 2,416,126 4
1120 Financial assets at fair value through 6(3)
other comprehensive income -
current 61,764 - 85,076 -
1136 Financial assets at amortized cost - 6(4)
current - - 7,254,039 10
1140 Contract assets - current 6(25) and 7 14,268,070 16 18,094,453 26
1150 Notes receivable, net 6(5) - - 1,633 -
1170 Accounts receivable, net 6(5) 10,770,209 12 3,195,914 5
1180 Accounts receivable - related parties 7 235,803 - 248,665 -
1200 Other receivables 18,776 - 147,655 -
1210 Other receivables - related parties 7 3,182,591 4 1,554,788 2
1220 Current income tax assets 168,489 - 168,484 -
1410 Prepayments 6(6) 3,854,326 4 2,881,731 4
11XX Total current assets 63,317,583 71 45,504,477 64
Non-current assets
1517 Financial assets at fair value through 6(3)
other comprehensive income - non-
current 668,732 1 532,269 1
1535 Financial assets at amortized cost - 6(4) and 8
non-current 100,300 - 100,300 -
1550 Investments accounted for using 6(7)
equity method 20,994,090 23 18,986,825 27
1600 Property, plant and equipment 6(8) 392,419 - 369,429 1
1755 Right-of-use assets 6(9) 1,414,888 2 1,721,521 2
1780 Intangible assets 148,765 - 134,620 -
1840 Deferred income tax assets 6(28) 1,504,782 2 1,012,812 1
1900 Other non-current assets 6(11), 7 and 8 569,463 1 2,572,726 4
15XX Total non-current assets 25,793,439 29 25,430,502 36
1XXX Total assets $ 89,111,022 100 $ 70,934,979 100
(Continued)
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  • 45 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

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December 31, 2025 December 31, 2024
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(12) $ - - $ 2,790,000 4
2120 Financial liabilities at fair value 6(2)
- -
through profit or loss - current 158,706 222,331
2130 Contract liabilities - current 6(25) and 7 35,743,872 40 16,698,739 24
2150 Notes payable 24 - - -
2170 Accounts payable 6(13) 12,403,080 14 13,168,283 19
2180 Accounts payable - related parties 7 1,158,108 1 1,914,665 3
2200 Other payables 6(14) 2,818,609 3 2,006,132 3
2220 Other payables - related parties 7 4,854 - 11,951 -
2230 Current income tax liabilities 313,647 - 156,192 -
2250 Current provisions 6(21) 1,194,153 1 364,209 -
2280 Current lease liabilities 7 444,288 1 491,435 1
2320 Long-term liabilities, current portion 6(16) 1,699,900 2 2,999,431 4
2399 Other current liabilities 6(15) 326,047 1 153,726 -
21XX Total current liabilities 56,265,288 63 40,977,094 58
Non-current liabilities
2530 Bonds payable 6(16) 10,591,055 12 7,189,414 10
2570 Deferred income tax liabilities 6(28) 25,142 - 20,609 -
2580 Non-current lease liabilities 7 1,005,433 1 1,278,369 2
2600 Other non-current liabilities 6(7)(17) 950,079 1 1,823,191 2
25XX Total non-current liabilities 12,571,709 14 10,311,583 14
2XXX Total liabilities 68,836,997 77 51,288,677 72
Equity
Share capital 6(22)
3110 Common stock 8,945,506 10 8,122,571 12
3170 Share capital awaiting retirement ( 732) - ( 871) -
Capital surplus 6(23)
3200 Capital surplus 6,592,349 8 6,516,072 9
Retained earnings 6(24)
3310 Legal reserve 3,282,501 4 3,070,603 4
3320 Special reserve 1,397,778 2 1,477,639 2
3350 Unappropriated retained earnings 2,104,500 2 2,117,537 3
Other equity interest
3400 Other equity interest ( 2,036,042) ( 3) ( 1,645,414) ( 2)
3500 Treasury stocks 6(22) ( 11,835) - ( 11,835) -
3XXX Total equity 20,274,025 23 19,646,302 28
Significant contingent liabilities and 9
unrecognized contract commitments
Significant events after the balance 11
sheet date
3X2X Total liabilities and equity $ 89,111,022 100 $ 70,934,979 100
----- End of picture text -----

The accompanying notes are an integral part of these parent company only financial statements.

  • 46 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

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Year ended December 31
2025 2024
Items Notes AMOUNT % AMOUNT %
4000 Operating revenue 6(25) and 7 $ 52,677,277 100 $ 61,616,019 100
5000 Operating costs 6(26)(27) and 7 ( 52,664,324) ( 100) ( 61,614,774) ( 100)
5900 Net operating margin 12,953 - 1,245 -
5920 Realized profit on sales 2,033 - 2,032 -
5950 Gross profit 14,986 - 3,277 -
Operating expenses 6(26)(27) and 7
6200 General and administrative expenses ( 1,108,752) ( 2) ( 909,301) ( 2)
6300 Research and development
- -
expenses ( 136,723) ( 107,294)
6450 Impairment loss determined in 12(2)
accordance with IFRS 9 ( 9,304) - ( 121,040) -
6000 Total operating expenses ( 1,254,779) ( 2) ( 1,137,635) ( 2)
6900 Operating loss ( 1,239,793) ( 2) ( 1,134,358) ( 2)
Non-operating income and expenses
7100 Interest income 7 518,260 1 440,064 1
7010 Other income 7 139,283 - 153,982 -
7020 Other gains and losses 21,132 - ( 106,158) -
7050 Finance costs ( 283,678) ( 1) ( 197,887) ( 1)
7070 Share of profit of associates and joint 6(7)
ventures accounted for using equity
method 2,507,784 5 3,017,599 5
7000 Total non-operating income and
expenses 2,902,781 5 3,307,600 5
7900 Profit before income tax 1,662,988 3 2,173,242 3
7950 Income tax benefit (expense) 6(28) 28,373 - ( 230,859) -
8200 Profit for the year $ 1,691,361 3 $ 1,942,383 3
Other comprehensive income
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311 Actuarial gains on defined benefit plan 6(18) $ 55,177 - $ 123,903 -
8316 Unrealized gains or losses from 6(3)
investments in equity instruments
measured at fair value through other
- -
comprehensive income 113,151 ( 126,915)
8330 Share of other comprehensive loss of
associates and joint ventures
accounted for using equity method,
components of other
comprehensive income that will not
- -
be reclassified to profit or loss ( 10,110) ( 6,776)
8349 Income tax related to components of 6(28)
other comprehensive income that
will not be reclassified to profit or
loss ( 11,035) - ( 24,781) -
Components of other comprehensive
income (loss) that will be reclassified
to profit or loss
8361 Cumulative translation differences
of foreign operations ( 658,779) ( 1) 287,851 1
8300 Other comprehensive (loss) income for
the year ($ 511,596) ( 1) $ 253,282 1
8500 Total comprehensive income for the
year $ 1,179,765 2 $ 2,195,665 4
Earnings per share (in NT dollars) 6(29)
9750 Basic earnings per share $ 1.91 $ 2.21
9850 Diluted earnings per share $ 1.72 $ 1.97
----- End of picture text -----

The accompanying notes are an integral part of these parent company only financial statements.

  • 47 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

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Capital Retained Earnings Other Equity Interest
Unrealized losses
from financial assets
Cumulative measured at fair
translation value through other
Share capital Unappropriated differences of foreign comprehensive
Notes Common stock awaiting retirement Capital surplus Legal reserve Special reserve retained earnings operations income Revaluation surplus Other equity, others Treasury stocks Total equity
Year ended December 31, 2024
Balance at January 1, 2024 $ 8,037,727 ($ 1,330 ) $ 5,464,774 $ 2,883,788 $ 1,248,071 $ 2,076,640 ($ 110,180 ) ($ 1,418,640 ) $ 51,181 ($ 193,932 ) ($ 11,835 ) $ 18,026,264
Profit for the year - - - - - 1,942,383 - - - - - 1,942,383
Other comprehensive income (loss) - - - - - 98,537 287,851 ( 133,106 ) - - - 253,282
Total comprehensive income
(loss) - - - - - 2,040,920 287,851 ( 133,106 ) - - - 2,195,665
Appropriations of 2023 earnings 6(24)
Legal reserve - - - 186,815 - ( 186,815 ) - - - - - -
Special reserve - - - - 229,568 ( 229,568 ) - - - - - -
Cash dividends - - - - - ( 1,660,258 ) - - - - - ( 1,660,258 )
Employee stock options exercised 6(22)(23) 89,017 - 209,905 - - - - - - - - 298,922
Employee stock options exercised 6(23)
by subsidiary - - 24,575 - - - - - - - - 24,575
Share-based payment transactions 6(23) - - 414 - - - - - - - - 414
Restricted stock 6(23) ( 4,173 ) 459 3,714 - - 1,735 - - - ( 53,705 ) - ( 51,970 )
Issuance of convertible bonds 6(23) - - 811,747 - - - - - - - - 811,747
Issuance of convertible bonds by 6(23)
subsidiary and converted into
capital - - 76 - - - - - - - - 76
Recognition of change in equity of 6(23)
associates in proportion to the
Group's ownership - - 867 - - - - - - - - 867
Disposal of investments in equity 6(3)
instruments measured at fair value
through other comprehensive
income - - - - - 74,883 - ( 74,883 ) - - - -
Balance at December 31, 2024 $ 8,122,571 ($ 871 ) $ 6,516,072 $ 3,070,603 $ 1,477,639 $ 2,117,537 $ 177,671 ($ 1,626,629 ) $ 51,181 ($ 247,637 ) ($ 11,835 ) $ 19,646,302
----- End of picture text -----

(Continued)

  • 48 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

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Capital Retained Earnings Other Equity Interest
Unrealized losses
from financial assets
Cumulative measured at fair
translation value through other
Share capital Unappropriated differences of foreign comprehensive
Notes Common stock awaiting retirement Capital surplus Legal reserve Special reserve retained earnings operations income Revaluation surplus Other equity, others Treasury stocks Total equity
Year ended December 31, 2025
Balance at January 1, 2025 $ 8,122,571 ($ 871 ) $ 6,516,072 $ 3,070,603 $ 1,477,639 $ 2,117,537 $ 177,671 ($ 1,626,629 ) $ 51,181 ($ 247,637 ) ($ 11,835 ) $ 19,646,302
Profit for the year - - - - - 1,691,361 - - - - - 1,691,361
Other comprehensive income (loss) - - - - - 52,842 ( 658,779 ) 94,341 - - - ( 511,596 )
Total comprehensive income - - - - - 1,744,203 ( 658,779 ) 94,341 - - - 1,179,765
Appropriations of 2024 earnings
Legal reserve 6(24) - - - 211,898 - ( 211,898 ) - - - - - -
Special reserve - - - - ( 79,861 ) 79,861 - - - - - -
Cash dividends - - - - - ( 812,727 ) - - - - - ( 812,727 )
Stock dividends 812,727 - - - - ( 812,727 ) - - - - - -
Employee stock options exercised 6(22)(23) 57,045 - 121,774 - - - - - - - - 178,819
Employee stock options exercised 6(23)
by subsidiary - - 19,739 - - - - - - - - 19,739
Share-based payment transactions 6(23) - - ( 185 ) - - - - - - - - ( 185 )
Restricted stock 6(23) ( 46,856 ) 139 ( 133,075 ) - - 1,260 - - - 172,801 - ( 5,731 )
Convertible bonds converted into 6(23)
capital 19 - 75 - - - - - - - - 94
Issuance of convertible bonds by 6(23)
subsidiary and converted into
capital - - 92 - - - - - - - - 92
Recognition of change in equity of 6(23)
associates in proportion to the
Group's ownership - - 67,857 - - - - - - - - 67,857
Disposal of investments in equity
instruments measured at fair value
through other comprehensive
income - - - - - ( 1,009 ) - 1,009 - - - -
Balance at December 31, 2025 $ 8,945,506 ($ 732 ) $ 6,592,349 $ 3,282,501 $ 1,397,778 $ 2,104,500 ($ 481,108 ) ($ 1,531,279 ) $ 51,181 ($ 74,836 ) ($ 11,835 ) $ 20,274,025
----- End of picture text -----

The accompanying notes are an integral part of these parent company only financial statements.

  • 49 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Impairment loss determined in accordance with IFRS
9
(Gain) loss on financial assets at fair value through
profit or loss
Gain on disposal of property, plant and equipment
Compensation costs for employee stock options
Compensation costs for restricted stock
Share of profit of associates and joint ventures
accounted for using equity method
Realized gain from intercompany transactions
Interest income
Dividend income
Gain from lease modification
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss -
current
Contract assets - current
Notes receivable
Accounts receivable (including related parties)
Lease payments receivable
Other receivables
Other receivables - related parties
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Current provisions
Accrued pension labilities
Other current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Dividends received
Income tax paid
Net cash flows from operating activities
Year ended December 31
Notes
2025
2024
$ 1,662,988
$ 2,173,242
573,760
571,469
6(26)
99,921
93,651
12(2)
9,304
121,040
6(2)
(
176,539 )
161,892
(
122 )
(
115 )
6(27)
(
160 )
14
6(27)
(
6,063 )
(
38,861 )
6(7)
(
2,507,784 )
(
3,017,599 )
(
2,033 )
(
2,032 )
(
518,260 )
(
440,064 )
(
45,055 )
(
8,361 )
6(9)
(
240 )
(
95 )
283,678
197,887
(
1,577,277 )
(
1,931,822 )
3,819,409
(
847,359 )
1,633
4,333
(
7,658,602 )
(
173,259 )
15,585
(
3,152 )
36,214
(
1,833 )
(
22,896 )
10,066
(
972,979 )
953,644
-
645,335
-
209
19,045,133
509,595
24
(
260 )
(
753,760 )
1,941,613
(
756,557 )
228,922
745,979
224,951
(
7,097 )
8,936
829,944
275,879
(
20,516 )
(
71,926 )
172,321
169,875
12,269,953
1,755,815
515,251
306,797
(
93,465 )
(
126,962 )
2,198,151
2,222,831
(
319,292 )
(
219,646 )
14,570,598
3,938,835

(Continued)

  • 50 -

CTCI 2026 Annual General Shareholders’ Meeting

CTCI CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other receivables - related parties
Interest received - related parties
Proceeds from disposal of financial assets at fair value
through other comprehensive income - current
Proceeds from disposal of financial assets at amortized
cost
Acquisition of financial assets at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in investments accounted for using the equity
method
Proceeds from disposal of investment in associates
accounted for using equity method
Acquisition of intangible assets
Proceeds from capital reduction of associates
Increase in refundable deposits (shown in other non-
current assets)
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Payment of lease liabilities
Issuance of bonds payable
Repayment of bonds payable
Cash dividends paid
Proceeds from employee stock options exercised
Increase in deposits received
Net cash flows (used in) from financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2025
2024
( $ 1,602,583 )
( $ 302,457 )
93,350
47,242
-
115,215
7,254,039
-
-
(
6,903,554 )
6(31)
(
88,461 )
(
70,619 )
589
327
6(31)
(
825,608 )
(
358,660 )
-
22
(
113,829 )
(
87,955 )
6(7)
269,994
134,997
(
313,517 )
(
4,534 )
4,673,974
(
7,429,976 )
6(30)
(
2,790,000 )
2,790,000
6(30)
(
546,523 )
(
535,515 )
4,991,602
6,283,362
6(16)
(
3,000,000 )
(
6,000,000 )
6(24)
(
812,727 )
(
1,660,258 )
178,819
298,922
30,403
177,641
(
1,948,426 )
1,354,152
17,296,146
(
2,136,989 )
9,455,913
11,592,902
$ 26,752,059
$ 9,455,913

The accompanying notes are an integral part of these parent company only financial statements.

  • 51 -

CTCI 2026 Annual General Shareholders’ Meeting

Attachment 4

CTCI CORPORATION Earnings Distribution Table For the Year Ended December 31, 2025

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----- Start of picture text -----

Currency : TWD
Items Amount
----- End of picture text -----

CTCI CORPORATION
Earnings Distribution Table
For the Year Ended December 31, 2025
Items
CurrencyTWD
Amount
Profit after income tax for 2025
Add: Actuarial gains on defined benefit plans in 2025
Add: Adjustment of expected unvested restricted stock in 2025
Less: Disposal of financial assets at fair value through other comprehensive income in 2025
Add: Reversal of special reserve (shall be set aside as legal reserve)
total
Less: Set aside as legal reserve
Less: Set aside as special reserve
Retained earnings available for distribution as of December 31, 2025
Add: Unappropriated retained earnings from previous years
Accumulated retained earnings available for distribution
Cash dividends (TWD 0.80 per share based on estimated 900,409,873 shares outstanding at 2026/01/31)
Stock dividends (TWD 0.20 per share based on estimated 900,409,873 shares outstanding at 2026/01/31)
Unappropriated retained earnings
1,691,360,689
52,841,752
1,260,410
(1,008,733)
1,372,216
1,745,826,334
(174,582,633)
(564,801,868)
1,006,441,833
360,046,497
1,366,488,330
(720,327,898)
(180,081,970)
466,078,462

Note 1: The estimated number of shares outstanding is based on the number of shares outstanding as of January 31, 2026. The actual number of shares participating in the distribution is based on the actual number of shares outstanding on record date.

Note 2: In accordance with the Article 38 of the Articles of Incorporation, cash dividends are resolved by the Board of Directors of the Company and will be reported at the shareholders' meeting.

  • 52 -

CTCI 2026 Annual General Shareholders’ Meeting

Attachment 5

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  • 53 -

CTCI 2026 Annual General Shareholders’ Meeting

Attachment 6

CTCI Corporation The compensation for directors and employees (including junior employees) for 2025

  1. It is processed in accordance with the Article 37 of “Articles of Incorporation” of the Company.

  2. Profit before income tax for year ended December 31, 2025 was TWD 1,727,457,694 before deducting compensation for the Company’s directors and employees (including junior employees). The Board of Directors of the Company resolved to allocate TWD 13,729,500 as directors’ compensation (contribution rate: 0.79%) and TWD 50,740,821 as employees’ compensation (contribution rate: 2.94%), of which TWD 12,540,165 is allocated to junior employees’ compensation (contribution rate: 0.73%). All amounts will be distributed by cash. There is no difference between the amount of employees’ and directors’ compensation recognized in the 2025 financial statements.

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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 7

CTCI Corporation

2025 Distribution of Cash Dividends from Profits

  1. It is processed in accordance with the Article 38 of “Articles of Incorporation” of the Company.

  2. The Board of Directors of the Company resolved the distribution of 2025 shareholders’ dividends in the amount of TWD 720,327,898 by cash (TWD 0.80 per share based on common shares outstanding 900,409,873 shares at the end of January, 2026). The distribution of cash dividends will be calculated to new Taiwan dollar and round it to the nearest dollar. The difference will be booked as the other income or expense of the Company.

  3. The Chairman of the Company is authorized to determine the record date to distribute the cash dividends. In case that the total common shares outstanding may change and the ultimate cash to be distributed to each common share may need to be adjusted, the Chairman of the Company is authorized to do adjustments.

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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 8

CTCI Corporation The Balance of the Company’s Guarantees and Endorsements December 31, 2025

Unit: TWD thousands

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Guarantees and Endorsements
Item
As of 2025/12/31 As of 2024/12/31
CB&I-CTCI B.V. 1,108,937 1,155,237
CINDA Engineering & Construction Private Ltd. 4,531,647 5,276,104
CIPEC Construction Inc. - 260,000
CTCI (Thailand) Company Limited 2,437,785 2,431,924
CTCI Americas, Inc. 16,289,001 19,282,539
CTCI Arabia Ltd. 1,664,200 1,406,573
CTCI Engineering & Construction Sdn. Bhd. 690,800 1,046,752
CTCI Malaysia Sdn. Bhd. - 130,844
CTCI Singapore Pte. Ltd. 1,062,890 1,932,168
CTCI Shanghai Co., Ltd. 232,000 232,253
CTCI Chemicals Corporation 232,360 242,061
CTCI Overseas Corporation Limited 3,108,194 3,365,239
CTCI Beijing Co., Ltd. 4,707,478 4,709,147
CTCI Machinery Corporation 8,568,172 10,303,178
CTCI Smart Engineering Corporation 2,149,105 2,828,608
CTCI-HDEC (Chungli) Corporation 3,125,838 3,215,785
Blue Whale Water Technology Corporation 122,500 220,500
HDEC-CTCI (Linhai) Corporation 630,000 900,000
EVER ECOVE Corporation 948,255 948,255
CTCI Resources Engineering Inc. - 512,610
PT CTCI International Indonesia 2,721,673 2,835,307
CTCI Vietnam Company Limited 785,000 817,775
Bao Ding Reclaimed Water Co., Ltd. 586,000 586,000
CCJV P1 Engineering & Construction Sdn. Bhd. - 327,110
MASTEQ Engineering Sdn. Bhd. 325,141 329,792
ECOVE Chiayi Energy Corporation 1,175,000 81,778
CTCI Investment Corporation - 500,000
Total 57,201,976 65,877,539
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Note: (2025/12/31 Net worth TWD 20,274.025 million)

  1. The ceiling on the total amount of endorsements or guarantees made by the Company is TWD 202,740.250 million.

  2. 2.The ceiling on the total amount of endorsements or guarantees for any single entity is TWD 121,644.150million.

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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 9

CTCI Corporation

Report on the Issuance of Unsecured Ordinary Corporate Bonds

To repay debt, reduce interest rate risk and lock in medium and long-term funding costs, the Company issued domestic unsecured corporate bonds on March 31, 2025, and successfully complete the fund-raising. The main issuance conditions and related information are as follows:

Unit: TWD

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Item 2025 First Unsecured Corporate Bonds
Date of Resolution March 20, 2025
Date of Issuance March 31, 2025
Total Issuance Bond A : 1.55 billion
Amount Bond B : 3.45 billion
Face Value 1 million
Issue Price 100 (100% face value)
Bond A : 5 years, due date: March 31, 2030
Maturity
Bond B : 7 years, due date: March 31, 2032
Bond A : Annual fixed rate of 2.10%
Issue Interest Rate
Bond B : Annual fixed rate of 2.28%
Starting on the date of issuance, based on the coupon rate, interest
Interest Payment
accrued and paid once per annum
Redemption On due date, the bonds will be redeemed in whole
Trustee Bank SinoPac Co.Ltd.
Paying Agent Bank SinoPac Co.Ltd. Chung Hsiao Branch
TWD 3.3 billion was used in Q2 2025 to repay bank borrowings and
Use of Proceeds maturing corporate bonds, and the remaining TWD 1.7 billion was
fully utilized in Q1 2026 for debt repayment.
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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 10

CTCI Corporation

Report on the Status of Private Placement Shares

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Item 1 [st] Private Placement of 2025
Type of private
placement Common Shares
securities
Date and Amount Date of shareholders’ meeting: May 28, 2025
approved by the Issue no more than 90,000,000 common shares, which can be processed in
shareholders’ three installments within one year from the date of the shareholders'
meeting meeting resolution.
The pricing date of private placement was April 14, 2026. The privately placed
common shares price shall be no less than 80 percent of the reference price.
The reference price shall be the higher of the following two calculations:
(1) The average closing price of the common shares from either 1, 3, or 5
business days before the pricing date, minus dividends adjustment, plus
Pricing basis of price discount adjustment due to capital reduction is TWD35.15,
private placement TWD35.57, and TWD35.48 respectively. TWD35.48 is selected.
and its
reasonableness (2) The average closing price of the common shares for a period of thirty
business days before the pricing date, minus dividends adjustment, plus
price discount adjustment due to capital reduction is TWD34.10.
The reference price is TWD35.48 which is highest of the above two calculation.
TWD35.48 is set as actual price which is 100% of reference price and within
the authorization approved by the shareholders’ meeting.
The targets of fundraising are limited to specific investors in accordance with
Article 43-6 of the Securities and Exchange Act and relevant rulings, including
the Financial Supervisory Commission Order No. Jin-Guan-Zheng-Fa-Zi No.
1120383220 dated September 12, 2023.
All subscribers in this offering are non-related parties of the Company, and
Method for none of their top ten shareholders are related parties of the Company. The
selecting selection of these subscribers is based on the Company’s long-term
specific investor
development strategy to introduce strategic partners. Through their equity
investment in the Company, the business relationship between the parties
can be stabilized and further deepened. In addition, as privately placed
securities are subject to transfer restrictions within three years, such
arrangement further ensures a long-term cooperative relationship between
these strategic investors and the Company.
Considering the capital market, timeliness, convenience and issuance costs for
Reason and fundraising, the Company intends to perform the capital increase in cash by
necessity of way of private placement. In addition, private placement securities are subject
conducting private to transfer restrictions, which can better ensure long-term cooperative
placement relationships between the company and its strategic partners.
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CTCI 2026 Annual General Shareholders’ Meeting

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Date of payment
Expected on April 29, 2026.
collection
Number of
Relationship with
Name of investor Qualification shares
the Company
subscribed
Not an insider or
Delta Electronics, Inc. 28,184,000
a related party
Article 43-6 of Not an insider or
USI Corporation 4,230,000
the Securities a related party
Information on ASIA POLYMER and Exchange Not an insider or
4,230,000
Counterparties Corporation Act a related party
TA YA Electric Wire Not an insider or
8,455,000
& Cable Co., Ltd. a related party
Total 45,099,000
The Company plans to issue 45,099,000 new shares through this private
placement. The remaining quota will not be utilized as the issuance period
nears expiration.
Actual
TWD35.48 per share
subscription price
Difference between
actual subscription The actual subscription price is TWD35.48, which is 100% of the reference
price and reference price of TWD35.48.
price
The private placement will enable the Company to meet its long-term
operational funding needs through capital injection from the subscribers,
Impacts on
thereby strengthening its financial structure, enhancing its competitiveness,
shareholders’ quity
and improving future profitability and operating performance, which is
expected to have a positive impact on shareholders’ equity.
Fund utilization
The utilization of funds and the implementation progress will be proceeding
and status of
as scheduled.
implementation
The Company expects that, through business collaboration with strategic
investors, it will be able to increase revenue and generate profits, strengthen
Private placement
future growth potential, and expand its scale of operations, thereby
benefits
enhancing its competitiveness and improving operational efficiency, with a
positive impact on shareholders’ equity.
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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 11

CTCI CORPORATION

Director Candidates for the 17[th] Term

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Representative
Shareholding of
Title Name Education Experience Current Position of Juristic-
CTCI Corp.
person Director
Director Michael Yang - EMBA, Business - President, CTCI - Chiarman, CTCI Coporation CTCI 1,003,558
(Rep. of Administration, Corporation - Chairman, CTCI Overseas Development
CTCI National Taiwan Corporation Limited Corporation
Development University of - Director, CTCI Overseas (BVI)
Corporation) Science and Corporation
Technology - Director, CTCI Americas, Inc.
- M.S., Mechanical - Chairman, CTCI USA Holding Inc.
Engineering, - Chairman, CTCI Engineering &
National Taiwan Construction Sdn. Bhd.
University - Chairman, CTME, Sociedad
- B.S., Mechanical Anonima De Capital Variable
Engineering, - Director, CTCI Education
Tatung University Foundation
- Director, Grapevine Energy
Holdings, LLC
Director John T. Yu - Honorary - Chairman, CTCI - Director, CTCI Coporation CTCI 1,003,558
Doctorate, Corporation - Chairman, CTCI Development Development
National Central Corporation Corporation
University - Director, CTCI Overseas
- PMD 61, Harvard Corporation Limited
Business School, - Director, CTCI Education
USA Foundation
- B.S., Electrical - Managing Director, CTCI
Engineering, Foundation
National Taiwan - Director, Dynamic Ever
University Investments Limited
- Director, Ever Victory Global
Limited
- Laureate of the Industrial
Technology Research Institute
(ITRI)
Director Quintin Wu - Bachelor’s Degree - Chairman, USI - Chairman, USI Corporation None 0
Corporation - Chairman, China General
Plastics Corp.
- Chairman, Asia Polymer
Corporation
- Chairman, Taita Chemical Co.,
Ltd.
- Chairman, Acme Electronics
Corporation
Director Johnny Shih - Master in - Vice Chairman, Far - Vice Chairman, Far Eastern New None 0
Computer Science Eastern International Century Corporation
and Business Bank - Vice Chairman, Oriental Union
Administration, Chemical Corporation
Columbia - Chairman, Everest Textile
University, USA Company Limited
- Director, Asia Cement
Corporation
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CTCI 2026 Annual General Shareholders’ Meeting

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Representative
Shareholding of
Title Name Education Experience Current Position of Juristic-
CTCI Corp.
person Director
Director Yancey Hai - MA, International - Country Manager, G.E. - Director, Member of Delta None 0
Business Capital Global ESG Committee, Delta
Management, - Chairman and Electronics, Inc.
the University of Chairperson of Strategic - Independent Director, Chairman
Texas at Dallas Steering Committee, and Convener of Remuneration
Delta Electronics, Inc. Committee, Audit Committee
Member and ESG Committee
Member, USI Corporation
- Senior Strategy consultant,
Cloud Computing & IoT
Association in Taiwan
- Director, Taiwan Business
Council for Sustainable
Development
- Director, Delta Electronic
Foundation
- Supervisor, Felix Chang
Foundation
- Director and Finance Committee
Member, Chiang Ching-Kuo
Foundation for International
Scholarly Exchange
- Director, K.T. Li Foundation for
Development of Science and
Technology
Director Wenent Pan - M.S. & Ph.D., - Chairman/President, CPC - Chairman, CTCI Foundation CTCI 66,959,715
Chemical Corporation - Independent Director, UPC Foundation
Engineering, - Chairman/CEO, Kuo Technology Corporation
University of Kuang Power Co. - Independent Director, U-Ming
Wyoming, USA - Chairman & CEO, Gintech Transport Corporation
Energy Co., Ltd.
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CTCI 2026 Annual General Shareholders’ Meeting

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Served as
Shareholding
Independent
of
Title Name Education Experience Current Position Director for three
consecutive CTCI Corp.
terms
Independent Chien-Chung - M.S. & Ph.D., Civil - Chairman, CECI Engineering - Professor Emeritus, No 0
Director Li Engineering, Consultants, Inc., Taiwan National Central University
Michigan State - Dean, College of Engineering, - Chairman, Veracity
University, USA National Central University Foundation of Legal Studies
- B.S., Department - Director, Graduate Institute of
of Civil Construction Engineering and
Engineering, Management, National
National Cheng Central University
Kung University - Chairman and Director,
Department of Civil
Engineering, National Central
University
- Professor and Associate
Professor, Department of Civil
Engineering, National Central
University
- Vice Chairman, Public
Construction Commission,
Executive Yuan
- Deputy Executive Secretary,
Public Construction
Supervisory Task Force,
Executive Yuan
- Manager, Planning
Department, Ret-Ser
Engineering Agency
Independent Yi-Fang Chen - M.S. Accounting, - Lecturer, Accounting, - Supervisor, YKK Taiwan Co. No 0
Director Soochow Soochow University Ltd.
University - Vice Chairman, PwC - Supervisor, YKK AP Taiwan
- Supervisor, VE WONG Co., Ltd.
Corporation - Supervisor, Novelwise
- Supervisor, Taiwan Liposome Pharmaceutical Corporation
Company, Ltd. - Independent Director,
- Supervisor, INNOLUX FullHope Biomedical Co.,
Corporation Ltd.
- Independent Director,
Sintronic Technology Inc.
- Supervisor, NatureWise
Biotech & Medicals
Corporation
- Managing Director, the
National Federation of CPA
Associations of the R.O.C.
(NFCPAA)
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CTCI 2026 Annual General Shareholders’ Meeting

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Served as
Shareholding
Independent
of
Title Name Education Experience Current Position Director for three
consecutive CTCI Corp.
terms
Independent Harry Yen - B.S., Department - Director General & Deputy - Chairman, Taipei Foreign No 0
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Independent Harry Yen - B.S., Department - Director General & Deputy - Chairman, Taipei Foreign No 0
Director of Banking,
National Chengchi
University
Director General, Department
of Foreign Exchange, Central
Bank of the Republic of China
(Taiwan)
- Director, The Export-Import
Bank of the Republic of China
- Director, Taiwan External
Trade Development Council
- Director, Taipei Foreign
Exchange Market
Development Foundation
- Managing Director, Overseas
Credit Guarantee Fund
(Taiwan)
- Representative, New York
Representative Office, Central
Bank of the Republic of China
(Taiwan)
- Deputy Representative,
London Representative Office,
Central Bank of the Republic
of China (Taiwan)
Exchange Market
Development Foundation
- Director, Taipei Forex Inc.
- Independent Director,
Citibank Taiwan Limited
  • 63 -

CTCI 2026 Annual General Shareholders’ Meeting

Attachment 12

CTCI Corporation Table of Amendments to “Articles of Incorporation”

Article Existing Provisions Amendments
Article
22
The Company shall havenineto thirteen
directors, who shall be elected from people with
legal capacity at the shareholders’ meeting.
However, the total number of the name-bearing
shares held by all directors shall not be less than
a certain percentage of the total shares issued by
the
Company.
The
percentage
shall
be
determined by the regulations of the competent
authority.
In compliance with the Securities and Exchange
Act, the Company shall have, among the
aforementioned
directors,
at
least
three
independent directors, and the number of
independent directors shall be no less than one-
fifth of the total number of the directors. The
directors (including independent directors) shall
be elected from among the nominees listed in
the roster of director candidates pursuant to the
candidates nomination system as specified in
Article 192-1 of the Company Act. Compliance
matters with respect to independent directors
shall comply with the Company Act and the
regulations
of
the
competent
securities
authority.
The Company shall havesevento thirteen
directors, who shall be elected from people with
legal capacity at the shareholders’ meeting.
However, the total number of the name-bearing
shares held by all directors shall not be less than
a certain percentage of the total shares issued by
the
Company.
The
percentage
shall
be
determined by the regulations of the competent
authority.
In compliance with the Securities and Exchange
Act, the Company shall have, among the
aforementioned
directors,
at
least
three
independent directors, and the number of
independent directors shall be no less than one-
fifth of the total number of the directors. The
directors (including independent directors) shall
be elected from among the nominees listed in
the roster of director candidates pursuant to the
candidates nomination system as specified in
Article 192-1 of the Company Act. Compliance
matters with respect to independent directors
shall comply with the Company Act and the
regulations
of
the
competent
securities
authority.
Article
38
The Company shall, after all taxes and dues have
been paid and its losses have been covered and
at the time of allocating surplus profits, first set
aside ten percent of such profits as a legal
reserve. However, when the legal reserve
amounts to the authorized capital, this shall not
apply. Furthermore, in accordance with the
provisions of laws and regulations and the rules
The Company shall, after all taxes and dues have
been paid and its losses have been covered and
at the time of allocating surplus profits, first set
aside ten percent of such profits as a legal
reserve. However, when the legal reserve
amounts to the authorized capital, this shall not
apply. Furthermore, in accordance with the
provisions of laws and regulations and the rules
  • 64 -

CTCI 2026 Annual General Shareholders’ Meeting

Article Existing Provisions Amendments prescribed by the central competent authority, a prescribed by the central competent authority, a special reserve shall be set aside. If there is special reserve shall be set aside. If there is recovery of the balance of special reserve, the recovery of the balance of special reserve, the recovered amount shall be included in the recovered amount shall be included in the distribution of the profit for the current year. distribution of the profit for the current year. The allocable profit for the current year, which is The distributable earnings for the current year, the balance after the profit distribution and which is the balance after the profit distribution covering losses aforementioned as the and covering losses aforementioned as the preceding Paragraph, together with the preceding Paragraph, together with the undistributed retained earnings accrued from undistributed retained earnings accrued from prior years shall be referred to as cumulative prior years shall be referred to as cumulative distributable earnings, which shall be distributed distributable earnings. as dividends to shareholders according to ’ shareholders resolutions. The Company authorizes the Board of Director to When the Company distributing surplus earning distribute all or part of the distributable in the form of new shares to be issued by the dividends and bonuses, capital surplus or legal Company, the proposal for profit distribution reserve in cash to shareholders after a resolution shall be made by the board of directors, has been adopted by a majority vote at a submitted to the shareholders’ meeting, and meeting of the Board of Directors attended by at approved by a resolution of the shareholders’ least two-thirds of the total number of directors; meeting; if such surplus earning is distributed in and in addition thereto a report of such the form of cash, it may be adopted by a majority distribution shall be submitted to the vote at a meeting of the Board of Directors shareholders’ meeting. attended by at least two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. If the Company has no accumulated loss, the Board of Director may distribute all or part of the legal reserve or capital surplus in cash to shareholders after a resolution has been adopted by a majority vote at a meeting of the - Board of Directors attended by at least two thirds of the total number of directors; and in

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CTCI 2026 Annual General Shareholders’ Meeting

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Article Existing Provisions Amendments
In order to meet the requirements in business addition thereto a report of such distribution
expansion and industry growth, fulfilling future shall be submitted to the shareholders’ meeting.
operating needs and stabilizing financial In order to meet the requirements in business
structure is the priority of the Company's expansion and industry growth, fulfilling future
dividend policy. Thus, the distribution of the operating needs and stabilizing financial
cumulative distributable earnings accords to the structure is the priority of the Company's
shareholders’ resolutions. And, the amount of dividend policy. The amount of shareholders’
shareholders’ bonus shall not be less than 50% bonus shall not be less than 50% of distributable
of cumulative distributable earnings of the earnings of the Company for the current year,
Company, and in particular cash dividend shall and in particular cash dividend shall not be less
not be less than 20%. than 20%.
Article These Articles of Incorporation were enacted on These Articles of Incorporation were enacted on
41 March 23, 1979. March 23, 1979.
(Omitted) (Omitted)
The forty-third amendment on May 26, 2022. The forty-third amendment on May 26, 2022.
The forty-fourth amendment on May 28, 2025. The forty-fourth amendment on May 28, 2025.
-
The forty fifth amendment on May 25, 2026.
The Articles of Incorporation shall come into
force upon the adoption by the shareholders’
meeting. The same shall apply to the
amendment hereof.
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CTCI 2026 Annual General Shareholders’ Meeting

Attachment 12

CTCI Corporation The 17[th] Term Director Candidates’ Adjunct Positions

Name Current Adjunct Positions
Michael Yang  Chairman, CTCI Overseas Corporation Limited
 Director, CTCI Overseas (BVI) Corporation
 Chairman, CTCI USA Holding Inc.
 Director, CTCI Americas, Inc.
 Chairman, CTCI Engineering & Construction Sdn. Bhd.
 Chairman, CTME, SOCIEDAD ANONIMA DE CAPITAL VARIABLE
 Director, CTCI Education Foundation
 Director, Grapevine Energy Holdings, LLC
John T. Yu  Chairman, CTCI Development Corporation
 Director, CTCI Overseas Corporation Limited
 Director, CTCI Education Foundation
 Managing Director, CTCI Foundation
 Director, Dynamic Ever Investments Limited
 Director, Ever Victory Global Limited
Quintin Wu  Chairman, USI Corporation
 Chairman, China General Plastics Corp.
 Chairman, Asia Polymer Corporation
 Chairman, Taita Chemical Co., Ltd.
 Chairman, Acme Electronics Corporation
Johnny Shih  Vice Chairman, Far Eastern New Century Corporation
 Vice Chairman, Oriental Union Chemical Corporation
 Chairman, Everest Textile Company Limited
 Director, Asia Cement Corporation
Yancey Hai  Director, Member of Delta Global ESG Committee ,Delta Electronics, Inc.
 Independent Director, Chairman and Convener of Remuneration
Committee, Audit Committee Member and ESG Committee Member, USI
Corporation
 Senior Strategy consultant, Cloud Computing & IoT Association in Taiwan
 Director, Taiwan Business Council for Sustainable Development
 Director, Delta Electronic Foundation
 Director and Finance Committee Member, Chiang Ching-Kuo Foundation
for International Scholarly Exchange
  • 67 -

CTCI 2026 Annual General Shareholders’ Meeting

Name Current Adjunct Positions
 Director, K.T. Li Foundation for Development of Science and Technology
Wenent Pan  Chairman, CTCI Foundation
 Independent Director, UPC Technology Corporation
 Independent Director, U-Ming Transport Corporation
Chien-Chung Li  Chairman, Veracity Foundation of Legal Studies
Yi-Fang Chen  Independent Director, FullHope Biomedical Co., Ltd.
Harry Yen  Chairman, Taipei Foreign Exchange Market Development Foundation
 Director, Taipei Forex Inc.
 Independent Director, Citibank Taiwan Limited
  • 68 -

CTCI 2026 Annual General Shareholders’ Meeting

Appendix 1

CTCI Corporation

Articles of Incorporation

(Before Amendment)

Chapter I General

Article 1 This company is incorporated under the Company Act of the Republic of China, in the name of “CTCI Corporation” (hereinafter the “Company”).

Article 2 Scope of the Company’s business activities include the following:

  • 1 B101010 Coal Mining

  • 2 B102010 Crude Petroleum and Natural Gas

  • 3 B201010 Metal Ore Mining

  • 4 B202010 Nonmetallic Mining

  • 5 B601010 On land Clay and Stone Quarrying

  • 6 C801010 Basic Industrial Chemical Manufacturing

  • 7 C801020 Petrochemical Manufacturing

  • 8 C801030 Precision Chemical Materials Manufacturing

  • 9 C801060 Synthetic Rubber Manufacturing

  • 10 C801100 Synthetic Resin & Plastic Manufacturing

  • 11 C801110 Fertilizer Manufacturing

  • 12 C801120 Manmade Fiber Manufacturing

  • 13 C801990 Other Chemical Materials Manufacturing

  • 14 C802120 Industrial Catalyst Manufacturing

  • 15 C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing

  • 16 C802990 Other Chemical Products Manufacturing

  • 17 C901040 Concrete Mixing Manufacturing

  • 18 C901050 Cement and Concrete mixing manufacturing

  • 19 CA01010 Iron and Steel Refining

  • 20 CA01020 Iron and Steel Rolls over Extends and Crowding

  • 21 CA01030 Iron and Steel Casting

  • 22 CA01050 Iron and Steel Rolling, Drawing, and Extruding

  • 23 CA01990 Other Non-ferrous Metal Basic Industries

  • 24 CA02010 Metal Architectural Components Manufacturing

  • 25 CA02050 Metal Valves Manufacturing

  • 26 CA02060 Metal Containers Manufacturing

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CTCI 2026 Annual General Shareholders’ Meeting

  • 27 CA02080 Metal Forging industry 28 CA03010 Metal Heat Treating

  • 29 CA04010 Metal Surface Treating

  • 30 CB01010 Machinery and Equipment Manufacturing

  • 31 CB01030 Pollution Controlling Equipment Manufacturing

  • 32 CB01990 Other Machinery Manufacturing Not Elsewhere Classified 33 CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing

  • 34 CC01040 Electric Wires and Cables Manufacturing 35 CC01080 Electronic Parts and Components Manufacturing

  • 36 CC01090 Batteries Manufacturing

  • 37 CC01110 Computers and Computing Peripheral Equipments Manufacturing

  • 38 CC01120 Data Storage Media Manufacturing and Duplicating 39 CC01990 Electrical Machinery, Supplies Manufacturing 40 CD01020 Tramway Cars Manufacturing 41 CE01010 Precision Instruments Manufacturing 42 D101040 Non-Public Electric Power Generation 43 D101050 Steam and Electricity Paragenesis

  • 44 D301010 Water Supply

  • 45 D401010 Heat Energy Supplying 46 E103101 Environmental Protection Construction

  • 47 E401010 Dredge Engineering

  • 48 E402010 Ballast and Mud Construction on Sea 49 E501011 Water Pipe Construction

  • 50 E502010 Fuel Pipe Construction

  • 51 E599010 Pipe Lines Construction

  • 52 E601010 Electric Appliance Construction

  • 53 E601020 Electric Appliance Installation

  • 54 E603010 Cables Construction

  • 55 E603020 Elevator Construction

  • 56 E603040 Fire Fighting Equipments Construction

  • 57 E603050 Cybernation Equipments Construction

  • 58 E603080 Traffic Signals Construction

  • 59 E603090 Illumination Equipments Construction

  • 60 E603100 Electric Welding Construction

  • 61 E603110 Quench Construction

  • 62 E603120 Sand Spurting Construction

  • 63 E603130 Gas Water Heater Construction 64 E604010 Machinery Installation Construction

  • 70 -

CTCI 2026 Annual General Shareholders’ Meeting

  • 65 E605010 Computing Equipments Installation Construction 66 E701020 Channel KU and C of Satellite TV Equipments and Materials Construction

  • 67 E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction

  • 68 E801010 Building Maintenance and Upholstery 69 E801020 Doors and Windows Construction 70 E801030 Interior Light Rigid Frame Construction 71 E801040 Glass Construction 72 E801070 Kitchen and Bath Facilities Construction 73 E901010 Painting Construction 74 E903010 Eroding and Rusting Construction 75 EZ02010 Derrick Construction 76 EZ03010 Furnace Installation Construction 77 EZ05010 Apparatus Installation Construction 78 EZ06010 Traffic Labels Construction 79 EZ07010 Drilling Construction 80 EZ09010 Static Electricity Protecting and Clearing Construction 81 EZ13010 Nucleus Construction 82 EZ14010 Sports Ground Equipments Construction 83 EZ15010 Warming and Cooling Maintenance Construction 84 EZ99990 Other Construction 85 F106010 Wholesale of Ironware 86 F107170 Wholesale of Industrial Catalyst 87 F107200 Wholesale of Chemistry Raw Material 88 F107990 Wholesale of Other Chemical Products 89 F113010 Wholesale of Machinery

  • 90 F113020 Wholesale of Household Appliance

  • 91 F113030 Wholesale of Precision Instruments

  • 92 F113050 Wholesale of Computing and Business Machinery Equipment

  • 93 F113060 Wholesale of Metrological Instruments 94 F113070 Wholesale of Telecom Instruments 95 F113090 Wholesale of Traffic Signal Equipments and Materials 96 F113100 Wholesale of Pollution Controlling Equipments 97 F114080 Wholesale of Tramway Cars and Parts 98 F117010 Wholesale of Fire Fighting Equipments 99 F118010 Wholesale of Computer Software 100 F119010 Wholesale of Electronic Materials 101 F120010 Wholesale of Refractory Materials

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CTCI 2026 Annual General Shareholders’ Meeting

102 F199010 Wholesale of Recycling Materials
103 F199990 Other Wholesale Trade
104 F206010 Retail Sale of Ironware
105 F207170 Retail Sale of Industrial Catalyst
106 F207200 Retail sale of Chemistry Raw Material
107 F207990 Retail Sale of Other Chemical Products
108 F211010 Retail Sale of Building Materials
109 F213010 Retail Sale of Household Appliance
110 F213030 Retail sale of Computing and Business Machinery
Equipment
111 F213040 Retail Sale of Precision Instruments
112 F213050 Retail Sale of Metrological Instruments
113 F213060 Retail Sale of Telecom Instruments
114 F213080 Retail Sale of Other Machinery and Equipment
115 F213090 Retail Sale of Traffic Signal Equipments and Materials
116 F213100 Retail Sale of Pollution Controlling Equipments
117 F214080 Retail Sale of Tramway Cars and Parts
118 F217010 Retail Sale of Fire Fighting Equipments
119 F218010 Retail Sale of Computer Software
120 F219010 Retail Sale of Electronic Materials
121 F220010 Retail Sale of Refractory Materials
122 F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
123 F401010 International Trade
124 H701010 Residence and Buildings Lease Construction and
Development
125 H701020 Industrial Factory Buildings Lease Construction and
Development
126 H701030 Funeral Places Lease Construction and Development
127 H701040 Specialized Field Construction and Development
128 H701050 Public Works Construction and Investment
129 H701060 New County and Community Construction and
Investment
130 H701070 Land Levy and Delimit
131 H701080 Reconstruction within the renewal area
132 H701090 Renovation, or maintenance within the renewal area
133 H702010 Construction Management
134 H703090 Real Estate Commerce
135 H703100 Real Estate Rental and Leasing
136 H703110 Senior Citizen's Development
137 I101061 Engineering Consultancy
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CTCI 2026 Annual General Shareholders’ Meeting

138 I101070 Agriculture, Forestry, Fishing and Animal Husbandry
Consultancy
139 I102010 Investment Consultancy
140 I103060 Manages Consultant Business
141 I199990 Other Consultancy
142 I301010 Software Design Services
143 I301020 Data Processing Services
144 I301030 Digital Information Supply Services
145 I501010 Product Designing
146 I503010 Landscape and Interior Designing
147 I599990 Other Designing
148 IF01010 Fire Fighting Equipments Overhauling
149 IF02010 Electricity Equipments Checking and Maintenance
150 IF04010 Harmless Checking Services
151 IG01010 Biotechnology Services
152 IG02010 Research Development Service
153 IG03010 Energy Technical Services
154 IZ09010 Management System Verification
155 IZ13010 Internet Identify Services
156 IZ15010 Marketing Research and Opinion Poll
157 IZ99990 Other Industry and Commerce Services Not Elsewhere
Classified
158 J101010 Buildings Cleaning Service
159 J101030 Waste Disposing
160 J101040 Waste Disposing
161 J101050 Sanitary and Pollution Controlling Services
162 J101060 Wastewater (Sewage) Treatment
163 J101070 Radwaste Disposing Service
164 J101080 Waste Recycling
165 J101090 Waste Collecting and Disposing
166 J101990 Other Environmental Protection Construction
167 J399990 Other Publishers Not Elsewhere Classified
168 JD01010 Industry and Commerce Credit Bureau Services
169 JE01010 Rental and Leasing Business
170 ZZ99999 All business items that are not prohibited or restricted by
law, except those that are subject to special approval
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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 3 The Company has established its headquarter in Taipei, R.O.C., and may establish branches within or outside of the territory of R.O.C.

  • Article 4 Public announcement of the Company shall be made in accordance with the Company Act and other relevant rules and regulations.

  • Article 4-1 To the extent of the necessary practice, the Company may make endorsement and guarantee according to the Rules governing procedure for making of endorsements or guarantees.

Chapter II Capitals

  • Article 5 Article 5 The Company has an authorized capital of TWD12 billion dollars, divided into 1.2 billion shares at TWD10 dollars par value per share. For shares that are not issued, the Company hereby authorizes the board of directors to issue such shares in installments as necessary by board resolution.

  • The Company may issue employee stock options in installments as per board resolution. A total of TWD 800 million, divided into 80 million shares at TWD 10 par value per share, amount the above capital should be reserved for issuing employee stock options.

  • Article 5-1 The total amount of the Company’s reinvestment is not be subject to the restriction of not more than forty percent of the Company’s paid-up capital as provided in Article 13 of the Company Act. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the board of directors.

  • Article 5-2 The employees entitled to receive shares, which bought back by the Company, or share subscription warrants, or restricted stock for employees, or reserved for subscription by employees when the Company issues new shares, may including the employees of subsidiaries of the Company meeting certain specific requirements which will be determined by the Board of Directors.

  • Article 6 The Company had issued shares. The share issued is exempted from printing any share certificate and shall be registered the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise. However, the stock of the Company shall be registered with the securities centralized depositary institution.

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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 7 The shares of the Company shall be name-bearing shares, clearly identify the real name of each shareholder. Each shareholder shall register its address with the Company. In the event where a shareholder is a juristic person, such shareholder shall register the real name and address of its representative with the Company.

  • Article 8 With respect to the assignment of a shareholder’s shares, unless such assignment is recorded with the Company and the name of the assignee is indicated on the share certificates and the name and address of the assignee recorded on the shareholder roaster of the Company, the rights with respect to such shares shall deem to belong to the original shareholder.

  • Article 9 In the event where the share certificates are lost or destroyed, the provisions of Criteria Governing Handling of Stock Affairs by Public Companies shall govern.

  • Article 10 Where new shares are re-issued because of assignment of ownership, loss or damages of shares, the Company may charge a fee sufficient to cover the printing cost.

  • Article 11 Shareholders shall register their seals with the Company, so as to allow the Company to verify the authenticity of the seals at the time when the shareholders receive dividends or exercise their shareholders’ rights.

  • Article 12 If a shareholder has lost the seal registered with the Company, the shareholder shall proceed in accordance with the provisions of Criteria Governing Handling of Stock Affairs by Public Companies shall govern.

  • Article 13 No amendment shall be made to the shareholders’ roaster within sixty days immediately before the general shareholders’ meeting, or thirty days immediately before the special shareholders’ meeting, or five days before the date on which dividends and bonuses or other benefits are scheduled to be paid by the Company.

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CTCI 2026 Annual General Shareholders’ Meeting

Chapter III Shareholders’ Meeting

Article 14 There are two types of shareholders’ meeting:

  • (1) General shareholders’ meeting

  • (2) Special shareholders’ meeting

  • General shareholders meeting shall be convened within six months after the end of each fiscal year by the board of directors. Special shareholders’ meeting shall be convened in accordance with the laws when necessary.

  • Article 15 A written notice setting forth the reason for convening the shareholders’ meeting shall be sent to each shareholder to its last-known address registered with the Company at least thirty days before the scheduled meeting for general shareholders’ meeting or fifteen days before the scheduled meeting for special shareholders’ meeting.

  • Article 16 Except as provided in the Company Act and other relevant rules and regulations, the shareholders' meeting shall only be held if it is attended by shareholders representing more than half of the total number of issued shares. The resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting.

  • Article 17 The shareholders’ meeting may be held by means of visual communication network or other methods promulgated by the central competent authority.

In case a shareholders’ meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

  • Article 18 Except as provided in the Company Act and other relevant rules and regulations, the shareholder shall have one voting right for each share owned in the Company.

  • Article 19 Where a shareholder cannot attend the shareholders’ meeting, he or she may appoint a representative to attend the meeting and exercise his or her rights on his or her behalf pursuant to Article 177 of the Company Act. The representative does not need to be a shareholder of the Company.

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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 20 The shareholders’ meeting shall be chaired by the chairman. In the event where the chairman is absent or cannot exercise its duties for any reasons, Article 208 of the Company Act shall govern.

  • Article 21 Resolutions adopted at the shareholders’ meeting shall be recorded in the meeting minutes, signed or sealed by the chairman of the shareholders’ meeting. The meeting minutes, together with the attendance sheet and proxies, shall be filed and kept at the Company pursuant to the laws.

Chapter IV Directors and Audit Committee

  • Article 22 The Company shall have nine to thirteen directors, who shall be elected from people with legal capacity at the shareholders’ meeting. However, the total number of the name-bearing shares held by all directors shall not be less than a certain percentage of the total shares issued by the Company. The percentage shall be determined by the regulations of the competent authority.

In compliance with the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least three independent directors, and the number of independent directors shall be no less than one-fifth of the total number of the directors. The directors (including independent directors) shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates nomination system as specified in Article 192-1 of the Company Act. Compliance matters with respect to independent directors shall comply with the Company Act and the regulations of the competent securities authority.

  • Article 22-1 The election of directors shall be made in cumulative vote by open ballots. Each share shall enjoy as many votes as the number of directors’ positions up for election. Shareholders may concentrate their full share of votes on one or several candidates.

  • Article 22-2 In compliance with Article 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee, which shall consist of the entire number of independent directors. The Audit Committee or the members of Audit Committee shall be delegated the power as set forth in the provisions regarding supervisors in the Company Act, the Securities and Exchange Act, and other laws and regulations.

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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 23 The term of office of directors shall be three years and all directors shall be eligible for re-election.

Article 24 The board of directors shall have the authority to perform the followings:

  • (1) Set out business guidelines

  • (2) Approve important bylaws and contracts

  • (3) Appoint or remove executing officers

  • (4) Establish or dissolve branches

  • (5) Approve budget and financial reports

  • (6) Recommend proposals for the amendment the articles of incorporation, change capital and dissolution or merger of the Company at the shareholders’ meeting

  • (7) Recommend proposals regarding the allocation of profit or covering losses at the shareholders’ meeting

  • (8) Decide on other important matters

  • Article 25 The directors shall elect amongst themselves a chairman and may elect a vice chairman pursuant to Article 208 of the Company Act.

  • Article 26 The Chairman shall externally represent the Company and, when representing the Company externally, the chairman shall act in accordance with the articles of incorporation, the shareholders’ resolutions and the board of directors’ resolutions.

  • Article 27 The board meeting shall be chaired by the chairman. In the event where the chairman is absent or cannot exercise its duties for any reasons, Article 208 of the Company Act shall govern.

  • Article 28 Meetings of the board of directors shall be convened by the chairman of the board of directors, except for the first meeting of each term of the board of directors, which shall be convened by the director who has received the largest number of ballots for exercising voting rights. In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director, by means of written document, email or facsimile, no later than 7 days prior to the scheduled meeting date. However, in case of emergency, a meeting may be convened at any time.

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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 29 A director may, by a written proxy, appoint another director to attend the board meeting on its behalf and may authorize such director to vote on his or her behalf regarding all matters submitted at the meeting; provided that a director may only act as proxy on behalf of one other director.

  • Article 30 Directors shall carry out its authority pursuant to the resolution adopted at the board meeting. Unless otherwise provided by the Company Act, the board meeting shall be held only if it is attended by more than half of the directors. Resolutions shall be adopted with the concurrence of the majority of the directors present at the meeting.

  • Article 30-1 The Company may set up various functional committees under the Board of Directors. Each functional committee shall stipulate the operating rules for its functioning and such operating rules shall only take effect after the approval of the Board of Directors.

  • Article 31 (Deleted)

  • Article 32 (Deleted)

Chapter V Human Resources

  • Article 33 The appointment, removal and remuneration of corporate officer of the Company shall be made in accordance to Article 29 of the Company Act.

  • Article 34 The Company may purchase liability insurance for directors for statutory liabilities that may incur during their terms of office for the execution of business activities.

  • Article 35 The remuneration of directors, chairman and vice chairman shall be determined by the Board of Directors in reference to the industry standard and their respective contribution.

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CTCI 2026 Annual General Shareholders’ Meeting

Chapter VI Financial Reports

  • Article 36 The fiscal year of the Company shall commence on January 1 of each year until December 31 of the same year. At the end of each fiscal year, the Board of Directors shall prepare the following documents to be audited by the Audit Committee and submitted them for the shareholders’ approval at the general meeting of the shareholders:

  • (1) Business report

  • (2) Financial statements

  • (3) Proposal for profit distribution or covering of losses

  • Article 37 When net profit occurs in the annual accounts, the Company may, after reserving a sufficient amount of the income before tax to cover the accumulated losses, with the resolution of the board of directors, distribute no more than 1.5% of the income before tax to pay to the board of directors as remuneration, and distribute 1.5%~5% of the income before tax to pay to the employees as remuneration, including no less than 0.5% specifically for junior employees. The employee remuneration and junior employee remuneration could be stock or cash, and the employee remuneration could be distributed to the employees of subsidiaries of the Company under certain conditions.

  • A report of the distribution of employee remuneration, junior employee remuneration, and the board of directors remuneration shall be submitted to the shareholders’ meeting.

Chapter VII Profit Allocation

  • Article 38 The Company shall, after all taxes and dues have been paid and its losses have been covered and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. Furthermore, in accordance with the provisions of laws and regulations and the rules prescribed by the central competent authority, a special reserve shall be set aside. If there is recovery of the balance of special reserve, the recovered amount shall be included in the distribution of the profit for the current year.

  • The allocable profit for the current year, which is the balance after the profit distribution and covering losses aforementioned as the preceding Paragraph, together with the undistributed retained earnings accrued from prior years shall be referred to as cumulative distributable earnings, which shall be distributed as dividends to shareholders according to shareholders’ resolutions.

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CTCI 2026 Annual General Shareholders’ Meeting

The Company authorizes the Board of Director to distribute all or part of the distributable dividends and bonuses, capital surplus or legal reserve in cash to shareholders after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

In order to meet the requirements in business expansion and industry growth, fulfilling future operating needs and stabilizing financial structure is the priority of the Company's dividend policy. Thus, the distribution of the cumulative distributable earnings accords to the shareholders’ resolutions. And, the amount of shareholders’ bonus shall not be less than 50% of cumulative distributable earnings of the Company, and in particular cash dividend shall not be less than 20%.

Chapter VIII Miscellaneous

  • Article 39 The internal organizational bylaws and procedural rules shall be set out by the Board of Directors.

  • Article 40 All matters that are not provided for herein shall be subject to the Company Act.

  • Article 41 These Articles of Incorporation were enacted on March 23, 1979.

  • The first amendment was approved on April 23, 1981,

  • the second amendment on December 28, 1982,

  • the third amendment on July 12, 1983,

  • the fourth amendment on February 25, 1984, the fifth amendment on July 7, 1984, the sixth amendment on March 1, 1985, the seventh amendment on April 3, 1985, the eighth amendment on March 20, 1986, the ninth amendment on April 28, 1986, the tenth amendment on July 4, 1986,

the eleventh amendment on June 17, 1987, the twelfth amendment on December 1, 1987, the thirteenth amendment on May 27, 1988, the fourteenth amendment on May 30, 1989, the fifteenth amendment on April 4, 1990, the sixteenth amendment on June 29, 1990, the seventeenth amendment on March 25, 1991,

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CTCI 2026 Annual General Shareholders’ Meeting

the eighteenth amendment on May 20, 1991, the nineteenth amendment on May 15, 1992, the twentieth amendment on January 29, 1993, the twenty-first amendment on May 24, 1994, the twenty-second amendment on June 12, 1995, the twenty-third amendment on June 10, 1996, the twenty-forth amendment on June 19, 1997, the twenty-fifth amendment on June 19, 1998, the twenty-sixth amendment on February 8, 1999, the twenty-seventh amendment on May 22, 2000, the twenty-eighth amendment on May 28, 2001, the twenty-ninth amendment on February 8, 2002, the thirtieth amendment on June 20, 2002, the thirty-first amendment on June 15, 2004, the thirty-second amendment on June 14, 2005, the thirty-third amendment on June 23, 2006, the thirty-forth amendment on June 15, 2007, the thirty-fifth amendment on June 19, 2009, the thirty-sixth amendment on June 18, 2010, the thirty-seventh amendment on June 22, 2011, the thirty-eighth amendment on June 28, 2013, the thirty-ninth amendment on June 26, 2014, the fortieth amendment on June 22, 2016, the forty-first amendment on May 28, 2020, the forty-second amendment on July 30, 2021, the forty-third amendment on May 26, 2022, the forty- fourth amendment on May 28, 2025.

CTCI Corporation Chairman Michael Yang

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CTCI 2026 Annual General Shareholders’ Meeting

Appendix 2

CTCI Corporation

Rules Governing Procedure for Shareholders’ Meetings

Amended on June 05, 1999 Amended on June 22, 2011

  • Article 1 Unless otherwise provided by laws or regulations, the shareholders’ meeting shall be governed by the Rules.

  • Article 2 The Company shall prepare an attendance sheet for the attending shareholders to sign or the attending shareholders shall hand in an attending card to indicate their presence. The number of the shares present at the shareholders’ meeting shall be calculated based on the attendance sheet or the attending cards handed in.

  • Article 3 The attendance of and voting at the shareholders’ meeting shall be calculated based on shares.

  • Article 4 The shareholders’ meeting shall be held at the location of the Company or at the location that is convenient for the shareholders to attend and appropriate for convening shareholders’ meeting thereat. The time of the meeting shall not be earlier than 9am or later than 3pm.

  • Article 5 If the shareholders’ meeting is convened by the board of directors, the shareholders’ meeting shall be chaired by the chairman. If the chairman is absent or cannot exercise its duties for any reasons, Article 208 of the Company Act shall govern.

  • Article 6 The Company may appoint its attorneys, accountants or other related persons to attend the shareholders’ meeting as non-voting observers.

  • Article 7 The entire proceedings of the shareholders’ meeting shall be recorded on audio or video tape. Such audio or video tape shall be kept for at least 1 year.

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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 8 The chair of the shareholders’ meeting shall immediately announce the commencement of the shareholders’ meeting when it is time to commence, provided that where shareholders representing more than half of the total issued shares are absent from the shareholders’ meeting, the chair may announce the postponement of the shareholders’ meeting. However, the shareholders’ meeting can only be postponed twice and the total period of postponement cannot exceed one hour. If, after two postponements, the quorum is still not satisfied, but the attending shareholders represent more than one third of the total issued shares, a provisional resolution may be made pursuant to Paragraph 1 of Article 175 of the Company Act. Before the closing of that shareholders’ meeting, if the attending shareholders represent more than half of the total issued shares, the chair may submit the provisional resolution to the shareholders’ meeting for voting in accordance with Article 174 of the Company Act.

  • Article 9 If the shareholders’ meeting is convened by the board of directors, the agenda of the meeting shall be determined by the board of directors. The shareholders’ meeting shall proceed in the order of proposed agenda. Such order shall not be changed without the approval of the shareholders’ meeting.

  • Before the proposed agenda (including extempore motions) is decided, without the approval of the shareholders’ meeting, the chair shall not announce the adjournment of the shareholders’ meeting. After the adjournment of the shareholders’ meeting, the shareholders shall not elect another chair to continue the shareholders’ meeting at the same location or at another location.

  • Article 10 Before an attending shareholder makes a statement, he or she shall first fill out a statement slip indicating the subject of his or her statement, the shareholder’s account number (or the attendance identification number) and the shareholder’s name. The chair shall determine the order in which the shareholders shall make the statement.

  • Where an attending shareholder only submits a statement slip but did not make any statement, he or she shall be deemed to have not spoken. Where the content of the oral statement is different from that indicated on the statement slip, the content of the oral statement shall prevail.

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CTCI 2026 Annual General Shareholders’ Meeting

When an attending shareholder is making a statement, the other shareholders shall not interrupt unless otherwise agreed to by the chair and the speaking shareholder. In case of violation, the chair shall stop the disturbance.

  • Article 11 For every proposal discussed, unless otherwise agreed to by the chair of the shareholders’ meeting, each shareholder shall not speak for more than twice and each time shall not exceed 5 minutes. Any shareholder violating the abovementioned rule or whose statement exceeds the scope of the proposal, the chair may interrupt and stop such shareholder from speaking.

  • Article 12 Where a juristic person is delegated to attend the shareholders’ meeting, such juristic person can only appoint one person to attend the shareholders’ meeting.

  • Where a juristic person appoints more than 2 representatives to attend the shareholders’ meeting, only one of such representatives may speak for each proposal.

  • Article 13 When an attending shareholder speaks, the chair may answer such shareholder directly or appoint a related person to answer.

  • Article 14 With respect to the discussion of a proposal, where the chair is of the opinion that a matter has been sufficiently discussed to the extent that a vote may proceed, he or she may conclude the discussion and bring the matter to vote.

  • Article 15 People supervise and count the votes for the voting of a proposal shall be appointed by the chair, provided that the person supervising the vote shall be a shareholder of the Company. The result of the vote shall be announced on site and shall be recorded in the meeting minutes.

  • Article 16 During the course of the shareholders’ meeting, the chair may announce a break at the times that he or she deems appropriate.

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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 17 Unless otherwise provided by the Company Act or by the Articles of Incorporation, a proposal shall be adopted by a majority vote of the shareholders present. When voting, if no objection is expressed when the chair puts the matter before the shareholders present at the shareholders’ meeting, the proposal shall be deemed to have been adopted. The effect of such adoption shall be the same as adoption by votes.

  • Article 18 Where there is an amendment proposal or alternative proposal for the same issue, the chair shall determine the order of voting of such proposals together with the original proposal for the same issue. However, if a proposal has been approved, the other proposals shall be deemed to have been vetoed and need not be voted again.

  • Article 19 The chair may direct the rectifiers (or security personnel) to assist in maintaining order at the shareholders’ meeting. When the rectifiers (or security personnel) provide assistance to maintain the order at the shareholders’ meeting, they shall wear the badge indicating that they are the rectifiers.

  • Article 20 The Rules shall come into force upon the adoption by the shareholders’ meeting. The same shall apply to the amendment hereof.

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CTCI 2026 Annual General Shareholders’ Meeting

Appendix 3

CTCI Corporation

Rules Governing the Election of Directors

Amended on June 15, 2004 Amended on June 26, 2014

  • Article 1 The election of the Company’s directors shall be governed by the Rules.

  • Article 2 The directors shall be elected at the shareholders’ meeting.

  • Article 3 The directors shall be elected among people with legal capacity by the shareholders’ meeting in accordance with the Rules. The directors shall be elected by adopting the candidate nomination system specified in Article 192-1 of the Company Act.

  • Article 4 The election of directors shall be made in cumulative vote by open ballots. Each share shall enjoy as many votes as the number of directors’ positions up for election. Shareholders may concentrate their full share of votes on one or several candidates.

  • Article 5 The number of positions of directors shall be determined by the Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. The persons with the most votes shall be elected respectively for the positions. Where there are more than two persons with the same number of votes, exceeding the number of positions available, the persons with the same number of votes shall take a draw to decide who shall be elected for the position. In the event where one of the said persons is absent, the chair shall take the draw on his or her behalf.

  • Article 6 The board of directors shall print the ballot. In addition to the Company’s chops, the attendance identification number and the number of voting rights of each voter shall be printed on the ballot.

  • Article 7 Before the voting process commences, the chair shall appoint a number of supervising personnel and vote counting personnel to handle the relevant matters.

  • Article 8 Before the voting process commences, the chair shall appoint a number of supervising personnel who should be shareholders and vote counting personnel to handle the relevant matters.

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CTCI 2026 Annual General Shareholders’ Meeting

Article 9 The voter shall indicate the shareholder account number or national identity card number and the name of one candidate on each ballot. Where the candidate is a government agency or a juristic person, the column of the candidate on the ballot shall include the name of the government agency or juristic person and the name of the representatives of the said government or juristic person may also be included therein. Where there are more than one representative, the voter shall specify the name of the representative additionally.

  • Article 10 Where any of the following events occurs, the vote shall be deemed null and void:

  • Votes that are not made in accordance with the Rules.

  • Unwritten blank votes put in the ballot box.

  • Illegible writing that cannot be recognized or writings that have been altered.

  • The name, shareholder account number or the national identity card number of the candidate written on the ballot and any items of the number of allocated voting rights have been altered.

  • If the candidate is a shareholder, when its shareholder account number and name are different from those indicated on the shareholders’ roster. If the candidate is not a shareholder, when the name and national identity card number are incorrect upon verification.

  • Where the name of the candidate written on the ballot is the same as another shareholder, failure to inscribe the shareholder account number or national identity card number.

  • In addition to the name, shareholder account number or national identity card number and the number of allocated voting rights, the ballot includes other drawings or writing.

  • The number of candidate inscribed on the ballot exceeds the number of position available for election, or indication of two or more candidates on the same ballot.

  • Where the total number of allocated voting rights exceeds the number of voting rights entitled to by the said shareholder.

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CTCI 2026 Annual General Shareholders’ Meeting

  • Article 11 When the total number of votes is less than the number of the allocated voting rights, the difference in number shall be deemed as waivers of right to vote.

  • Article 12 The votes shall be opened at the shareholders’ meeting after the votes are completed. The result shall be announced by the chair at the shareholders’ meeting.

  • Article 13 The Company shall issue a notice of election to the elected directors respectively.

  • Article 14 Matters that are not provided for in the Rules shall be governed by the Company Act and by the Company’s Articles of Incorporation.

  • Article 15 The Rules shall come into force upon the adoption by the shareholders’ meeting. The same shall apply to the amendment hereof.

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CTCI 2026 Annual General Shareholders’ Meeting

Appendix 4

CTCI Corporation

Shareholdings of All Directors

Record Date: March 27, 2026

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----- Start of picture text -----

Title Name Shares % Representative
Chairman Michael Yang
CTCI Development Corporation 1,003,558 0.11%
Director John T. Yu
Director Quintin Wu 0 0.00%
Director Johnny Shih 0 0.00%
Director Yancey Hai 0 0.00%
Director CTCI Foundation 66,959,715 7.44% Paul Chen
Director Wenent Pan 33,005 0.00%
Independent
Chien-Chung Li 0 0.00%
Director
Independent
Yen-Shiang Shih 0 0.00%
Director
Independent
Yi-Fang Chen 0 0.00%
Director
Independent
Harry Yen 0 0.00%
Director
Total number of shares held by all Directors 67,996,278 7.55%
----- End of picture text -----

  • (1) Total shares issued as of March 27, 2026: 900,409,873 Common Shares.

(2) The minimum required combined shareholding of all Directors by law: 28,813,115 shares.

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CTCI 2026 Annual General Shareholders’ Meeting

Appendix 5

Others

  1. The process of proposals raised by shareholders during this annual general meeting:

  2. (1) According to Article 172-1 of the Company Act, shareholders with more than 1% ownership interest are entitled to raise a maximum of one proposal less than 300 words to the Company in writing, which will be addressed during the annual general meeting.

  3. (2) This year’s annual general shareholders’ meeting was open to shareholders’ proposals from March 13 to March 23, 2026, and these dates have been published on the Market Observation Post System in compliance with the relevant regulations.

  4. (3) The Company did not receive any proposals from shareholders.

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No.89, Sec. 6, Zhongshan N. Rd., Taipei 111046, Taiwan, R.O.C.滾滾長江東逝水 TEL:(02)2833-9999 FAX:(02)2835-8223 WEB SITE : www.ctci.com