CTCI
CTCI 2026 Annual General Shareholders' Meeting

Minutes of 2026 Annual General Shareholders' Meeting of CTCI Corporation

(Translation)

(This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

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 shareholders' meeting

Video Conferencing Platform: "Shareholder e-service - eMeeting Platform"
of the Taiwan Depository & Clearing Corporation
(https://stockservices.tdcc.com.tw)

Total outstanding shares of CTCI (excluding 1,383,632 non-voting shares stipulated in Article 179 of the Company Act): 899,026,241 shares

Total shares represented by shareholders present: 511,645,087 shares (including 423,229,165 shares casted electronically and 299,151 shares casted by video conferencing)

Percentage of shares held by shareholders present: 56.91 %

Director attendees:
- Michael Yang (Chairman), John Yu (Director), Yancey Hai (Director),
- Paul Chen (Director), Wenent Pan (Director),
- Chien-Chung Li (Independent Director),
- Yen-Shiang Shih (Independent Director, the Convener of Audit Committee),
- Evon Chen (Independent Director),
- Harry Yen (Independent Director)

Attendees:
- Ming-Shyan Lee (President),
- T.C. Li (Executive Vice President),
- Vincent Liu (Chief Legal Officer & Chief Corporate Governance Officer),
- S.H. Lin (Accounting Officer),
- Joanne Ho (Chief Sustainability Officer),
- Melissa Liu (Financial Officer),

CTCI
CTCI 2026 Annual General Shareholders' Meeting

Amanda Chen (General Manager of Accounting Department),
Eric Tsai (Attorney-at-law, PricewaterhouseCoopers Legal),
Fu-Ming Liao (CPA, PricewaterhouseCoopers, Taiwan)

Chairman: Michael Yang, the Chairman of the Board of Directors
Recorder: Karen Cheng

Chairman's Address: (Omitted)

1. Report Items

(1) Business Report of 2025. (Please refer to Attachment 1)
(2) Audit Committee's Review Report of 2025. (Please refer to Attachment 5)
(3) The compensation for directors and employees (including junior employees) for 2025. (Please refer to Attachment 6)
(4) Distribution of Cash Dividends from Profits in 2025. (Please refer to Attachment 7)
(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 Attachment 8)
(6) Report on the issuance of unsecured ordinary corporate bonds. (Please refer to Attachment 9)
(7) Report on the status of private placement of common shares. (Please refer to Attachment 10)
[Supplementary Report]
Regarding the Company's current private placement of common shares, the collection of share payments was completed on April 29, 2026, and all relevant funds have been received in full. The Company is currently proceeding with the subsequent administrative procedures in accordance with applicable laws and regulations.

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CTCI 2026 Annual General Shareholders' Meeting

[Summary of Shareholder Remarks]

Shareholder No. 75913, The Securities and Futures Investors Protection Center (SFIPC), questioned:

Regarding the contract dispute between the Company's major subsidiary, CTCIA, and the owner, BKRF, the SFIPC has previously issued a letter inquiring about the follow-up progress. We request the Company to provide a detailed explanation to the shareholders during today's meeting on the following points:

First, regarding the disputed contract amounts and financial statement recognition: According to the explanation provided at the 2025 Annual General Meeting, CTCIA filed for arbitration against BKRF on April 13, 2023, and December 25, 2024, respectively. Please explain the outcomes of these two arbitrations. Furthermore, what is the relationship between these arbitration results and GCEH's restructuring plan? Has GCEH agreed to pay the contract amount as recognized by the Company? According to the 2025 financial report, the estimated recoverable amount for accounts receivable from BKRF is approximately USD504 million. Please explain the basis for this valuation and the estimated timeline for the commencement of recovery.

Second, regarding additional capital injections following the effectiveness of the restructuring plan for BKRF's parent company, GCEH:

Per the Company's explanation at the 2025 Annual General Meeting, CTCIA was to provide USD75 million in engineering services after the restructuring plan took effect. These funds hold senior/priority status to ensure full recovery. The 2025 financial report discloses that the USD75 million has been fully deployed, and an additional Operation and Maintenance (O&M) service contract with a ceiling of USD28.3 million has been provided. Please explain the necessity and reasonableness of this O&M contract. Additionally, both contracts have recorded "refund liabilities." What is the reason for this, and what are the specific amounts? Finally, the Board of Directors resolved on November 5, 2025, to increase capital in CTCIA by up to USD200 million. Please clarify whether this capital increase is related to expenses arising from the GCEH restructuring plan.

Please record the remarks of SFIPC and the Company's replies in the minutes of the shareholders' meeting.

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CTCI 2026 Annual General Shareholders' Meeting

Summary of Reply by Chief Legal Officer & Chief Corporate Governance Officer: Regarding the disputed contract amounts and financial statement recognition:

The arbitration filed by CTCIA on April 13, 2023 (which included a motion for mediation), and the filing on December 25, 2024, pertain to the same case. Following the initial filing in April 2023, proceedings were stayed as CTCIA and BKRF were in negotiations. However, after BKRF unilaterally terminated the contract on October 21, 2024, CTCIA instructed legal counsel on November 7, 2024, to notify the Judicial Arbitration & Mediation Services, Inc. (JAMS) to reopen the case. An amended arbitration petition, reflecting updated project status and adjusted claims and amounts, was submitted on December 25, 2024. Subsequently, GCEH (BKRF's parent company) filed for court-led restructuring on April 16, 2025, which legally stayed the arbitration. Upon GCEH's restructuring becoming effective on August 11, 2025, CTCIA formally withdrew the arbitration petition from JAMS on August 27, 2025.
Prior to GCEH's filing for restructuring, CTCIA and other major creditors negotiated and signed a Restructuring Support Agreement (RSA). This type of "Pre-arranged Restructuring" minimizes disputes among major creditors, reduces the risk of GCEH's liquidation or cessation of operations, and accelerates the court approval process. Under the plan, GCEH's debt structure was confirmed, with repayment obligations categorized into tiers according to priority. Following court approval of GCEH's restructuring, the contract amounts recognized by CTCIA were fully integrated into GCEH's post-restructuring debt structure. Upon the plan taking effect, all pre-restructuring claims and debts were extinguished, and previous collateral (including CTCIA's mechanic's liens) was discharged in accordance with the plan.
The Company commissioned an independent expert to issue an impairment assessment report on long-term accounts receivable. The valuation utilized GCEH's mid-to-long-term financial forecasts and market data to estimate operating cash flows. It also considered the future valuation of the enterprise once it reaches stable growth, allowing for asset disposal at an optimal time. The recoverable amount was calculated based on the repayment mechanism in the restructuring plan approved by the court, then discounted back to present value. This result is disclosed in the financial report. The Company will continue to monitor GCEH's operations. Recovery will be realized through annual principal and interest repayments from GCEH, as well as the strategic disposal of assets once GCEH achieves a reasonable enterprise value.
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CTCI 2026 Annual General Shareholders' Meeting

Regarding additional capital injections following the restructuring effectiveness:

Pursuant to the RSA, CTCIA provided USD75 million via engineering services during the restructuring period to assist with CVRF plant operations and optimize process stability, thereby reducing costs and increasing production to increase profitability. Post-restructuring, to ensure CVRF's continued operation and generate the funds necessary to repay CTCIA, the Company extended its services with a USD28.3 million O&M contract. By participating in O&M, the CTCI Group can better monitor CVRF's operational status and provide technical expertise for improvement. Both the engineering and O&M services hold priority status for repayment. The contracts are structured as "cost-plus," ensuring the recovery of actual costs plus a profit margin.
Given that CTCIA entered these two contracts out of necessity to facilitate the recovery of the overall debt rather than to seek engineering profits, "unanticipated project profits" (amounting to USD12.38 million and USD1.63 million, respectively) were recognized as "refund liabilities" instead of revenue. Regarding the USD196 million capital increase for CTCIA by CTCI Development Corporation, the execution was completed on March 12, 2026. These funds were used entirely to repay CTCIA's existing bank loans to improve its financial structure and were not related to expenses of the GCEH restructuring plan.

Shareholder No. 234632, He Sheng Construction Co., Ltd., questioned:

Inquiry regarding business opportunities driven by the global development of the AI industry and the establishment of international high-tech companies' overseas headquarters in the Beitou Shilin Technology Park (BSTP), specifically concerning the demand for high-tech factory offices and related engineering construction. Furthermore, the shareholder expressed interest in whether the Company will actively compete for engineering projects related to large-scale international tech enterprises and the impact of such cases on the Company's future operations. The Company is requested to explain its relevant planning and strategic direction, provided that no trade secrets are disclosed.

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CTCI 2026 Annual General Shareholders' Meeting

Summary of Reply by Chairman:

The business opportunities driven by investments in the AI and semiconductor industries have global reach and spillover effects. In addition to continuing to pursue opportunities in high-tech and AI-related engineering in Taiwan, the Company will expand related business through strategic alliances. Furthermore, with the development of high-tech industrial clusters and the increasing demand for regional infrastructure, the Group's affiliates will continue to monitor opportunities in land development, urban renewal, and the reconstruction of aging buildings. We will prudently evaluate these business opportunities based on market trends and client requirements.

Shareholder No. 224359, Mr. Chen, questioned:

Inquiry regarding the accounts receivable risk, client credit assessment, and contract management mechanisms for the GCEH project, along with recommendations on the methodology for provisioning accounts receivable. Additionally, it is suggested that the Company continue to strengthen risk control for EPC projects, internal controls, and subcontractor management mechanisms to protect the Company's reputation and shareholder interests.
Expressed concern regarding the pricing mechanism of the private placement, the selection of strategic investors, and the long-term impact on the Company's operations. It is recommended that the Company prudently evaluate subsequent private placement plans.

Summary of Reply by Chairman:

Regarding the GCEH project, the Company has previously provided public explanations on matters of concern through press conferences and other channels. The assessment and provisioning of accounts receivable must still be handled in accordance with relevant regulations and accounting principles. As for risk control of EPC projects, internal controls, and subcontractor management, the Company will continue to act prudently in accordance with relevant laws and internal control systems to strengthen management mechanisms and safeguard the interests of the Company and its shareholders.
The Company's proposal for a private placement is primarily intended to respond to rapid market changes and future business opportunities by maintaining flexibility in capital raising, thereby facilitating the timely capture of business development opportunities.

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CTCI 2026 Annual General Shareholders' Meeting

Shareholder No. 211943, Mr. Chen, questioned:

Has the Company conducted any relevant assessments or developed specific plans regarding asset securitization?

Summary of Reply by Chairman:

The Company will continue to monitor developments and potential opportunities in asset securitization and will prudently evaluate related business opportunities. At this stage, there are no specific plans.

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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 Attachment 1~3)

Voting Results: Shares represented at the time of voting: 511,645,087

Voting Results	% of the total represented share present
Votes in favor: 455,993,400 votes
(including 368,381,592 shares casted electronically and 0 shares casted by video conferencing)	89.12%
Votes against: 667,654 votes
(including 667,654 shares casted electronically and 0 shares casted by video conferencing)	0.13%
Votes invalid: 0 vote	0.00%
Votes abstained: 54,984,033 votes
(including 54,179,919 shares casted electronically and 299,151 shares casted by video conferencing)	10.75%

RESOLVED, that the above proposal be and hereby was approved as proposed.

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CTCI 2026 Annual General Shareholders' Meeting

(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 Attachment 4) and has been approved by the Audit Committee and Board of Directors of the Company.

Voting Results: Shares represented at the time of voting: 511,645,087

Voting Results	% of the total represented share present
Votes in favor: 456,316,585 votes
(including 368,704,777 shares casted electronically and 0 shares casted by video conferencing)	89.18%
Votes against: 1,020,553 votes
(including 1,020,553 shares casted electronically and 0 shares casted by video conferencing)	0.20%
Votes invalid: 0 vote	0.00%
Votes abstained: 54,307,949 votes
(including 53,503,835 shares casted electronically and 299,151 shares casted by video conferencing)	10.61%

RESOLVED, that the above proposal be and hereby was approved as proposed.

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CTCI 2026 Annual General Shareholders' Meeting

3. Election Item

(1) Election of the Company’s 17th term Directors.
(Proposed by the Board of Directors)
Explanatory Notes:

A. The 16th 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.

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

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

D. 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 Attachment 11 for the relevant information of candidates.

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CTCI 2026 Annual General Shareholders' Meeting

Result of the Election: 9 directors (including 3 independent directors) were elected by the shareholders present. The list of the newly elected directors with votes received follows:

Title	Holder No. / ID	Name	Votes Received
Director	45509	Michael Yang
(Rep. of CTCI Development Corporation)	433,112,916
Director	45509	John T. Yu
(Rep. of CTCI Development Corporation)	422,513,773
Director	4	Wenent Pan
(Rep. of CTCI Foundation)	416,852,206
Director	A10310***	Quintin Wu	412,042,688
Director	A12646***	Johnny Shih	411,878,190
Director	D10070***	Yancey Hai	411,583,678
Independent Director	D10079***	Chien-Chung Li	410,794,839
Independent Director	Q20004***	Yi-Fang Chen	409,746,057
Independent Director	R10305***	Harry Yen	409,386,119

CTCI
CTCI 2026 Annual General Shareholders' Meeting

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 Attachment 12 for the comparison table between the existing provisions and amendments of the "Articles of Incorporation".

Voting Results: Shares represented at the time of voting: 511,645,087

Voting Results	% of the total represented share present
Votes in favor: 456,264,907 votes
(including 368,653,099 shares casted electronically and 0 shares casted by video conferencing)	89.17%
Votes against: 730,313 votes
(including 730,313 shares casted electronically and 0 shares casted by video conferencing)	0.14%
Votes invalid: 0 vote	0.00%
Votes abstained: 54,649,867 votes
(including 53,845,753 shares casted electronically and 299,151 shares casted by video conferencing)	10.68%

RESOLVED, that the above proposal be and hereby was approved as proposed.

CTCI
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.

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CTCI 2026 Annual General Shareholders' Meeting

【Summary of Shareholder Remarks】

Shareholder No. 104929, Mr. Huang, questioned:

The dividend distribution amount for the current year has decreased compared to previous years. Please provide an explanation for the reason behind this reduction.

Summary of Reply by General Manager of Accounting Department:

The Company has adopted a balanced distribution policy comprising both "cash dividends" and "stock dividends." This approach is based on a comprehensive evaluation of business development requirements, long-term investment needs for BOT projects, and the objective of strengthening the Company's financial structure.

Summary of Reply by Chairman:

The Company's current cash flow and financial condition remain robust. The planning for the current dividend distribution was primarily determined in consideration of operational development and capital requirements over the next several years.

Voting Results: Shares represented at the time of voting: 511,645,087

Voting Results	% of the total represented share present
Votes in favor: 455,776,844 votes
(including 368,165,036 shares casted electronically and 0 shares casted by video conferencing)	89.08%
Votes against: 1,246,400 votes
(including 1,246,400 shares casted electronically and 0 shares casted by video conferencing)	0.24%
Votes invalid: 0 vote	0.00%
Votes abstained: 54,621,843 votes
(including 53,817,729 shares casted electronically and 299,151 shares casted by video conferencing)	10.67%

RESOLVED, that the above proposal be and hereby was approved as proposed.

CTCI
CTCI 2026 Annual General Shareholders' Meeting

(3) To approve removing the non-competition restrictions on 17th 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 17th term Board Directors. Please refer to Attachment 13 for the relevant information.

Voting Results: Shares represented at the time of voting: 511,645,087

Voting Results	% of the total represented share present
Votes in favor: 439,227,528 votes
(including 351,615,720 shares casted electronically and 0 shares casted by video conferencing)	85.84%
Votes against: 1,358,746 votes
(including 1,358,746 shares casted electronically and 0 shares casted by video conferencing)	0.26%
Votes invalid: 0 vote	0.00%
Votes abstained: 71,058,813 votes
(including 70,254,699 shares casted electronically and 299,151 shares casted by video conferencing)	13.88%

RESOLVED, that the above proposal be and hereby was approved as proposed.

CTCI
CTCI 2026 Annual General Shareholders' Meeting

(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.

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.

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CTCI 2026 Annual General Shareholders' Meeting

(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.

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 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.

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CTCI 2026 Annual General Shareholders' Meeting

(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.

Voting Results: Shares represented at the time of voting: 511,645,087

Voting Results	% of the total represented share present
Votes in favor: 453,101,681 votes
(including 365,489,873 shares casted electronically and 0 shares casted by video conferencing)	88.55%
Votes against: 3,938,911 votes
(including 3,938,911 shares casted electronically and 0 shares casted by video conferencing)	0.77%
Votes invalid: 0 vote	0.00%
Votes abstained: 54,604,495 votes
(including 53,800,381 shares casted electronically and 299,151 shares casted by video conferencing)	10.67%

RESOLVED, that the above proposal be and hereby was approved as proposed.

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CTCI 2026 Annual General Shareholders' Meeting

Questions from Shareholders who attended by video conferencing:

Shareholder No. 137873, Mr. Liu, questioned:

Following the investor conference in mid-May, what is the current status of the Company's contract backlog? Can the demand for green energy, ESG, and semiconductor plant construction in Taiwan effectively offset the volatility of overseas engineering projects?

Summary of Reply by President:

The Company's current contract backlog is sufficient to support operational requirements for the coming years. In addition to securing multiple large-scale gas-fired power plants, we anticipate successive tenders for several more power plants driven by the massive power demand generated by AI. Furthermore, in response to geopolitical shifts, local power demand in various countries has increased significantly. As Taiwanese semiconductor manufacturers aggressively invest overseas, CTCI's extensive international experience serves as a competitive advantage in winning bids. While the conflict in the Middle East has impacted global markets, tensions are gradually easing. Post-war reconstruction and large-scale petrochemical transformation projects are expected to present significant business opportunities for CTCI once the conflict concludes.

Shareholder No. 138148, Mr. Liu, questioned:

In the recent past, the Company's finances were impacted by bad debts, which affected both the share price and dividend distributions. Following the return to normal operations, when does the Chairman expect the Company to restore its previous stable profitability? Has the Company set a specific target for the future dividend payout ratio?

Summary of Reply by President:

Gross margins have gradually recovered since the end of last year, reaching double-digit levels in the first quarter of this year. The current contract backlog is ample, and the majority of these projects are fundamentally sound. This is expected to help maintain overall profit stability and serve as a foundation for future operational growth.

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CTCI 2026 Annual General Shareholders' Meeting

Summary of Reply by General Manager of Accounting Department:

Regarding future dividend policy, the Company will balance corporate development with shareholder interests, maintaining a stable dividend policy within the limits prescribed by the Articles of Incorporation.

Shareholder No. 204161, Ms. Tu, questioned:

Given that TWD19.6 billion in accounts receivable has yet to be fully recovered, are the Company's current fund management and bank credit facilities robust? Will this affect the Company's ability to undertake new projects?

Summary of Reply by Financial Officer:

As of the end of the first quarter of 2026, the Group's cash balance was approximately TWD40 billion, with bank credit facilities totaling over TWD200 billion. Overall fund management and credit conditions remain robust.

Summary of Reply by President:

The Company's current net worth, revenue scale, profitability, and performance guarantee capacity are sufficient to meet the bidding and undertaking requirements for large-scale domestic and international engineering projects.

Shareholder No. 204161, Ms. Tu, questioned:

Please also explain the implementation of risk management regarding project acquisition.

Summary of Reply by Chief Legal Officer & Chief Corporate Governance Officer:

When undertaking new projects, the Company follows internal control procedures to evaluate the client's financial status and payment ability, while conducting reviews and assessments of various risks. Projects must pass the "Gate Review" process before entering the bidding stage to ensure that the client has the capacity to perform and pay, and that contract terms are reasonable so that the Company does not assume excessive contractual risk.

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CTCI 2026 Annual General Shareholders' Meeting

5. Special Motion(s)

【Summary of Shareholder Remarks】

Shareholder No. 168689, Bank SinoPac Company Limited, questioned:

Regarding the disclosure of greenhouse gas voluntary reduction and offset projects by the Ministry of Environment, has the Company evaluated applying for such voluntary reduction or offset projects? Furthermore, are there plans to disclose relevant information on the Greenhouse Gas Voluntary Reduction and Offset Information Platform of the Ministry of the Environment?

Summary of Reply by Chief Sustainability Officer:

As an engineering service provider, CTCI's core operations do not belong to a high-carbon industry. Our carbon reduction pathway and net-zero timeline are established according to the 1.5°C scenario and have been validated by SBTi. The CTCI Group's overall reduction results show that emissions in 2025 decreased by 24% compared to the base year (2022), surpassing our established targets. Relevant information is publicly disclosed in the 2025 Annual Report on our official website.

CTCI's core sustainability value lies in prioritizing "Green Engineering Technology" to assist clients in energy conservation and carbon reduction, thereby enhancing CTCI's competitiveness. Concurrently, Group locations with physical plants will implement energy-saving improvements tailored to local conditions. Based on the results of benefit evaluations, the Company will apply for voluntary reduction projects and disclose relevant information on the aforementioned Ministry of the Environment platform. Overall, the CTCI Group maintains a continuous focus on carbon credits and offset mechanisms and will adjust its strategies dynamically in response to regulatory and market developments.

Shareholder No. 224359, Mr. Chen, questioned:

Inquired about the completeness of information disclosure regarding affiliated enterprises in the Annual Report.
Expressed concerns regarding CTCIA's future development strategy, operating models in the U.S. engineering market, local labor constraints, and risk management mechanisms.

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CTCI 2026 Annual General Shareholders' Meeting

Summary of Reply by Chairman:

The Company will further review the disclosure of affiliated enterprises within the Annual Report to identify potential areas for improvement.
The Company has continuously adjusted the development strategy and management team configuration of CTCIA. Currently, new projects have been secured locally, and execution is proceeding smoothly. Moving forward, the Company will continue to supervise the business development of CTCIA and strengthen relevant risk management mechanisms.

Shareholder No. 211943, Mr. Chen, questioned:

Suggested that the Company evaluate the establishment of an independent strategic or risk management unit to assist in addressing compound risks and emerging challenges, while strengthening future strategic planning and risk assessment mechanisms.

Summary of Reply by Chairman:

Following the events of the previous year, the Company has further reinforced its risk management mechanisms. In addition to strengthening the internal risk control mechanisms of the Company, oversight and management of overseas affiliates have been simultaneously intensified. Regarding the shareholder's suggestions, the Company will continue to review current management mechanisms and incorporate these recommendations into future operational management for reference.

After responding to the comment, and seeing no other special motions, the Chairman declared that the meeting be adjourned.

6. Meeting Adjourned: 10:48 a.m.

In the minutes of this shareholders' meeting, only the essential points of the proceedings are recorded; for the content and procedures of the meeting, meeting video and audio shall prevail.

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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)

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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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)

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%

C) Contracts classified by Business Lines

(Unit: TWD thousands)

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%

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

TPC 3300MW Tung Hsiao CCPP Phase II Project (EPCK)
TPC 1300MW Ta Lin CCPP Project (EPCK)
TPC Taichung-Tongxiao Natural Gas Pipeline On-Shore Section Project (EPC)
CPC Talin LNG Receiving Terminal Re-gas Project (EPCC)
MPC Mailiao LNG Receiving Terminal Tank Project (EPC)
MPC Mailiao LNG Receiving Terminal Re-gas Project (DDE)
TSRC Shenghua SSBR Relocation Project (EPC)
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TCRT MCT Taichung Blue Line System E&M Project
Chunghwa Telecom Binjiang Data Center Construction Project
Micron Singapore FAB 10E Probe Building Concept Design Project
VisEra Longtan Plant Phase II Cleanroom & Office MEP Construction Project
Merck SAFC Dragon EPC Project
UMC Innovation Center O&M Project
Green Energy Transaction Project for the High-Tech Manufacturing Sector
High-Tech Semiconductor Industry Plant Maintenance Project
Taichung City Houli Energy Resource Center O&M Project
Taitung County Waste Energy Recovery Center O&M Project
New Taipei City Zhonghe District Shengchang Section Social Housing Construction Project
New Taipei City Zhonghe District Shengchang Section Youth Social Housing Construction Project
MCPN PMMA Plant Relocation Project (EPC)
BASF EGSA Project Phase IV Project (F/S + Pre-FEED)
Bioprotein Uniprotein Project (Early Engineering)
NAN YA EG1/EG2 Piping and Pipe Rack Project (E)
BASF IGSA and EGSA Project (Cost Estimation)
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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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 high-efficiency 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 energy-from-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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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 high-tech 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 low-carbon 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 net-zero 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 deep-rooted 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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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 refining-petrochemical 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 high-tech 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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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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Energy investment in the Middle East is currently concentrated in cracked chemicals, large-scale 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.

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-long-term 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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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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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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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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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 record-breaking. 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 high-tech 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 negative-carbon 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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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 cross-functional 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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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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Attachment 2

資誠

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of CTCI Corporation

Opinion

We have audited the accompanying consolidated balance sheets of CTCI Corporation and subsidiaries (the "Group") as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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資訊

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:

Accuracy of construction revenue

Description

Refer to Note 4(35) for accounting policy on revenue recognition, Note 5(2)A for significant accounting estimates and assumptions, and Note 6(28) for details of construction revenue.

For the construction services provided by the Group, construction revenue is recognised based on the stage of completion during the contract period. The percentage of completion will be calculated based on the actual cost as of the financial period-end in proportion to the estimated total contract cost. As a result of possible inaccuracy arising from estimated total cost which involves accounting estimates, and since the estimated total contract cost will affect the recognition of work completed and construction revenue, we considered the accuracy of construction revenue as a key area of focus for this year’s audit.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Obtained an understanding of the internal working procedures for evaluating estimated total cost and selected samples of estimated total cost on material construction to assess the consistency of valuation working flow and internal working procedures.

B. Selected samples of estimated total cost which was approved by the project management department, including supplementary works as well as construction changes, and the related supporting documents of significant constructions.

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資誠

C. Obtained the details of current costs and expenses, and selected samples from relevant evidences to verify against the carrying amounts to ensure the accuracy of input cost of current year, and recalculated the stage of completion.

Impairment assessment of accounts receivable of the second-tier subsidiary, CTCI Americas, Inc.

Description

Refer to Note 4(11) for the accounting policy on impairment on accounts receivable and Note 5(2) B. for accounting estimates and assumption uncertainty of impairment on accounts receivable.

As described in Note 6(13) D., the accounts receivable of the second-tier subsidiary, CTCI Americas, Inc. ("CTCI Americas"), had been made provision for expected credit loss for the year ended December 31, 2025. Considering that the aforementioned impairment assessment of accounts receivable involves significant accounting estimates, has high uncertainty and is susceptible to subjective judgment, we considered the impairment assessment of accounts receivable of CTCI Americas as a key area of focus for this year's audit.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Obtained the impairment assessment report provided by the management for the accounts receivable evaluated by the management using collective assessment, reviewed the calculation logic, related supporting documents and verified it against the accounting records to ascertain the accuracy of customer types, classification of ageing range and calculations.

B. For significant accounts receivable individually identified by the management, the procedures performed are as follows:

(a) Obtained the impairment assessment report of assets issued by the expert appointed by the management and reviewed the qualification of expert to assess the independence, objectivity and competency.

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資訊

(b) Appointed the auditor’s expert by the audit team to assess the appropriateness of the valuation model used by the management’s expert for determining the recoverable amounts and to evaluate the reasonableness of significant assumptions such as the discount rate adopted by the management’s expert.

Other matter – Reference to the audits of other auditors

The financial statements of certain subsidiaries and investments accounted for under the equity method were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method amounted to NT$13,461,373 thousand and NT$8,283,770 thousand, constituting 9.61% and 6.61% of the consolidated total assets as at December 31, 2025 and 2024, respectively, and the comprehensive income recognized from these subsidiaries and associates amounted to NT$2,400,958 thousand and NT$1,797,404 thousand, constituting 108.99% and 55.84% of the consolidated total comprehensive income for the years then ended, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion with other matter paragraph on the parent company only financial statements of CTCI Corporation as at and for the years ended December 31, 2025 and 2024.

Responsibilities of management and those charged with governance for the consolidated financial statements

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

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CTCI 2026 Annual General Shareholders' Meeting

pwc

資誠

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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CTCI 2026 Annual General Shareholders' Meeting

pwc

資訊

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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CTCI 2026 Annual General Shareholders' Meeting

pwc

資誤

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Fu-Ming Liao Chen Chin-Cly

Liao, Fu-Ming

Chen, Ching Chang

For and on Behalf of PricewaterhouseCoopers, Taiwan

March 9, 2026

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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CTCI

CTCI 2026 Annual General Shareholders' Meeting

(Expressed in thousands of New Taiwan dollars)

CTCI CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

	Assets	Notes	December 31, 2025		December 31, 2024
			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

(Continued)

CTCI

CTCI 2026 Annual General Shareholders' Meeting

(Expressed in thousands of New Taiwan dollars)

CTCI CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

	Liabilities and Equity	Notes	December 31, 2025		December 31, 2024
			AMOUNT	%	AMOUNT	%
Current liabilities
2100	Short-term borrowings	6(14)	$ 4,205,200	3	$ 11,640,423	9
2120	Financial liabilities at fair value through profit or loss - current	6(2)	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

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

CTCI

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)

	Items	Notes	Year ended December 31
			2025		2024
			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

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

CTCI

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)

	Equity attributable to owners of the parent
	Capital			Retained Earnings			Other Equity Interest
	Notes	Common stock	Share capital awaiting retirement	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Cumulative translation differences of foreign operations	Unrealized losses from financial assets measured at fair value through other comprehensive income	Revaluation surplus	Other equity, others	Treasury stocks	Total	Non-controlling 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 by subsidiary	6(26)	89,017	-	209,905	-	-	-	-	-	-	-	-	298,922	-	298,922
Employee stock options exercised by 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 and converted into capital		-	-	76	-	-	-	-	-	-	-	-	76	-	76
Disposal of investments in equity instruments measured at fair value through other comprehensive income	6(3)	-	-	-	-	-	74,883	-	( 74,883 )	-	-	-	-	-	-
Recognition of change in equity of associates in proportion to the Group's ownership	6(26)	-	-	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

(Continued)

CTCI

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)

	Equity attributable to owners of the parent
	Capital			Retained Earnings			Other Equity Interest
	Notes	Common stock	Share capital awaiting retirement	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Cumulative translation differences of foreign operations	Unrealized losses from financial assets measured at fair value through other comprehensive income	Revaluation surplus	Other equity, others	Treasury stocks	Total	Non-controlling 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 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
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

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

CTCI

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)

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

(Continued)

CTCI

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)

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

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

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CTCI 2026 Annual General Shareholders' Meeting

Attachment 3

pwc

資誠

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of CTCI Corporation

Opinion

We have audited the accompanying parent company only balance sheets of CTCI Corporation (the "Company") as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

CTCI

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CTCI 2026 Annual General Shareholders' Meeting

資誠

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:

Accuracy of construction revenue

Description

Refer to Note 4(29) for accounting policy on revenue recognition, Note 5(2) for significant accounting estimates and assumptions, and Note 6(25) for details of construction revenue.

For the construction services provided by the Company, construction revenue is recognized based on the stage of completion during the contract period. The percentage of completion will be calculated based on the actual cost as of the financial period-end in proportion to the estimated total contract cost. As a result of possible inaccuracy arising from estimated total cost which involves accounting estimates, and since the estimated total contract cost will affect the recognition of work completed and construction revenue, we considered the accuracy of construction revenue as a key area of focus for this year’s audit.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

CTCI

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CTCI 2026 Annual General Shareholders' Meeting

資誠

Impairment assessment of accounts receivable of CTCI Americas, Inc., a subsidiary of the Company's investee accounted for using equity method

Description

Refer to Note 4(11) for the accounting policy related to accounts receivable impairment, and Note 5(2)B. for the accounting estimates and assumption uncertainty on impairment on accounts receivable.

As described in Note 6(13)B. of the consolidated financial statements, a provision for expected credit loss was recognized on the accounts receivable of CTCI Americas, Inc. ("CTCI Americas"), a subsidiary of CTCI USA Holding, Inc., an investee accounted for using equity method by the Company for the year ended December 31, 2025. Considering that the aforementioned impairment assessment of accounts receivable involves significant accounting estimates, has high uncertainty and is susceptible to subjective judgment, we considered the impairment assessment of accounts receivable of CTCI Americas as a key area of focus for this year's audit.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

CTCI
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CTCI 2026 Annual General Shareholders' Meeting
資誠

B. For significant accounts receivable individually identified by the management, the procedures performed are as follows:

(b) Appointed the auditor’s expert by the audit team to assess the appropriateness of the valuation model used by the management’s expert in determining the recoverable amounts and to evaluate the reasonableness of significant assumptions such as the discount rate adopted by the management’s expert.

Other matter – Reference to the audits of other auditors

The financial statements of certain investments accounted for under the equity method were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to $4,720,573 thousand and $3,004,866 thousand, constituting 5.30% and 4.24% of the parent company only total assets as at December 31, 2025 and 2024, respectively, and the comprehensive income recognized from associates and joint ventures accounted for under the equity method amounted to $2,344,610 thousand and $1,797,404 thousand, constituting 198.74% and 81.86% of the parent company only total comprehensive income for the years then ended, respectively.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

54 -

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CTCI 2026 Annual General Shareholders' Meeting
pwc
資誠

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.

Auditors' responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:

A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

CTCI
CTCI 2026 Annual General Shareholders' Meeting

pwc

資訊

control.

B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

56 -

CTCI

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CTCI 2026 Annual General Shareholders' Meeting

資誠

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Fu-Ming, Liao

Chen Chin-Chy

Liao, Fu-Ming

Chen, Ching Chang

For and on Behalf of PricewaterhouseCoopers, Taiwan

March 9, 2026

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

57 -

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CTCI 2026 Annual General Shareholders' Meeting

(Expressed in thousands of New Taiwan dollars)

CTCI CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| | Assets | Notes | December 31, 2025 | | December 31, 2024 | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | 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)

CTCI

CTCI 2026 Annual General Shareholders' Meeting

(Expressed in thousands of New Taiwan dollars)

CTCI CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

	Liabilities and Equity	Notes	December 31, 2025		December 31, 2024
			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

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

CTCI

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)

Items	Notes	Year ended December 31
		2025		2024
		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

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

CTCI

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)

	Notes	Capital		Retained Earnings			Other Equity Interest					Treasury stocks	Total equity
		Common stock	Share capital awaiting retirement	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Cumulative translation differences of foreign operations	Unrealized losses from financial assets measured at fair value through other comprehensive income	Revaluation surplus	Other equity, others
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 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 subsidiary and converted into capital	6(23)	-	-	76	-	-	-	-	-	-	-	-	76
Recognition of change in equity of associates in proportion to the Group's ownership		-	-	867	-	-	-	-	-	-	-	-	867
Disposal of investments in equity instruments measured at fair value through other comprehensive income	6(3)
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

(Continued)

CTCI

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)

	Notes	Capital		Retained Earnings			Other Equity Interest					Treasury stocks	Total equity
		Common stock	Share capital awaiting retirement	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Cumulative translation differences of foreign operations	Unrealized losses from financial assets measured at fair value through other comprehensive income	Revaluation surplus	Other equity, others
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 by subsidiary	6(23)	-	-	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 capital	6(23)	19	-	75	-	-	-	-	-	-	-	-	94
Issuance of convertible bonds by subsidiary and converted into capital	6(23)	-	-	92	-	-	-	-	-	-	-	-	92
Recognition of change in equity of 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

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

CTCI

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)

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

(Continued)

CTCI

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)

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

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

CTCI

CTCI 2026 Annual General Shareholders' Meeting

Attachment 4

CTCI CORPORATION

Earnings Distribution Table

For the Year Ended December 31, 2025

Currency : TWD

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

CTCI
CTCI 2026 Annual General Shareholders' Meeting
Attachment 5

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements (included consolidated and individual), and proposal for allocation of profits. The CPA firm of PriceWaterhouseCoopers was retained to audit CTCI’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of CTCI Corporation. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

The Audit Committee of CTCI Corporation

Independent Director : Yen-Shiang Shih J. Hill
Independent Director : Chien-Chung Li J. Hill
Independent Director : Yi-Fang Chen E. Chen
Independent Director : Harry Yen H. Yen
Dated March 9th, 2026

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CTCI 2026 Annual General Shareholders' Meeting

Attachment 6

CTCI Corporation

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

It is processed in accordance with the Article 37 of "Articles of Incorporation" of the Company.
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

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

Item	Guarantees and Endorsements
	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

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

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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

Item	2025 First Unsecured Corporate Bonds
Date of Resolution	March 20, 2025
Date of Issuance	March 31, 2025
Total Issuance Amount	Bond A : 1.55 billion
Bond B : 3.45 billion
Face Value	1 million
Issue Price	100 (100% face value)
Maturity	Bond A : 5 years, due date: March 31, 2030
Bond B : 7 years, due date: March 31, 2032
Issue Interest Rate	Bond A : Annual fixed rate of 2.10%
Bond B : Annual fixed rate of 2.28%
Interest Payment	Starting on the date of issuance, based on the coupon rate, interest 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
Use of Proceeds	TWD 3.3 billion was used in Q2 2025 to repay bank borrowings and maturing corporate bonds, and the remaining TWD 1.7 billion was fully utilized in Q1 2026 for debt repayment.

CTCI

CTCI 2026 Annual General Shareholders' Meeting

Attachment 10

CTCI Corporation

Report on the Status of Private Placement Shares

Item	1st Private Placement of 2025
Type of private placement securities	Common Shares
Date and Amount approved by the shareholders' meeting	Date of shareholders' meeting: May 28, 2025
Issue no more than 90,000,000 common shares, which can be processed in three installments within one year from the date of the shareholders' meeting resolution.
Pricing basis of private placement and its reasonableness	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 price discount adjustment due to capital reduction is TWD35.15, TWD35.57, and TWD35.48 respectively. TWD35.48 is selected.
(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.
Method for selecting specific investor	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 none of their top ten shareholders are related parties of the Company. The selection of these subscribers is based on the Company's long-term 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.
Reason and necessity of conducting private placement	Considering the capital market, timeliness, convenience and issuance costs for fundraising, the Company intends to perform the capital increase in cash by way of private placement. In addition, private placement securities are subject to transfer restrictions, which can better ensure long-term cooperative relationships between the company and its strategic partners.

CTCI
CTCI 2026 Annual General Shareholders' Meeting

Date of payment collection	Expected on April 29, 2026.
Information on Counterparties		Name of investor	Qualification	Number of shares subscribed	Relationship with the Company
		Delta Electronics, Inc.	Article 43-6 of the Securities and Exchange Act	28,184,000	Not an insider or a related party
		USI Corporation		4,230,000	Not an insider or a related party
		ASIA POLYMER Corporation		4,230,000	Not an insider or a related party
		TA YA Electric Wire & Cable Co., Ltd.		8,455,000	Not an insider or 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 subscription price	TWD35.48 per share
Difference between actual subscription price and reference price	The actual subscription price is TWD35.48, which is 100% of the reference price of TWD35.48.
Impacts on shareholders' quity	The private placement will enable the Company to meet its long-term operational funding needs through capital injection from the subscribers, thereby strengthening its financial structure, enhancing its competitiveness, and improving future profitability and operating performance, which is expected to have a positive impact on shareholders' equity.
Fund utilization and status of implementation	The utilization of funds and the implementation progress will be proceeding as scheduled.
Private placement benefits	The Company expects that, through business collaboration with strategic investors, it will be able to increase revenue and generate profits, strengthen future growth potential, and expand its scale of operations, thereby 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 17th Term

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

CTCI
CTCI 2026 Annual General Shareholders' Meeting

Title	Name	Education	Experience
Director	Yancey Hai	- MA, International Business Management, the University of Texas at Dallas	- Country Manager, G.E. Capital
- Chairman and Chairperson of Strategic Steering Committee, Delta Electronics, Inc.	- 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
- 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	None	0
Director	Wenent Pan	- M.S. & Ph.D., Chemical Engineering, University of Wyoming, USA	- Chairman/President, CPC Corporation
- Chairman/CEO, Kuo Kuang Power Co.
- Chairman & CEO, Gintech Energy Co., Ltd.	- Chairman, CTCI Foundation
- Independent Director, UPC Technology Corporation
- Independent Director, U-Ming Transport Corporation	CTCI Foundation	66,959,715

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CTCI 2026 Annual General Shareholders' Meeting

Title	Name	Education	Experience
Independent Director	Chien-Chung Li	- M.S. & Ph.D., Civil Engineering, Michigan State University, USA
- B.S., Department of Civil Engineering, National Cheng Kung University	- Chairman, CECI Engineering Consultants, Inc., Taiwan
- Dean, College of Engineering, National Central University
- Director, Graduate Institute of Construction Engineering and Management, National Central 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	- Professor Emeritus, National Central University
- Chairman, Veracity Foundation of Legal Studies	No	0
Independent Director	Yi-Fang Chen	- M.S. Accounting, Soochow University	- Lecturer, Accounting, Soochow University
- Vice Chairman, PwC
- Supervisor, VE WONG Corporation
- Supervisor, Taiwan Liposome Company, Ltd.
- Supervisor, INNOLUX Corporation
- Independent Director, Sintronic Technology Inc.
- Supervisor, NatureWise Biotech & Medicals Corporation
- Managing Director, the National Federation of CPA Associations of the R.O.C. (NFCPAA)	- Supervisor, YKK Taiwan Co. Ltd.
- Supervisor, YKK AP Taiwan Co., Ltd.
- Supervisor, Novelwise Pharmaceutical Corporation
- Independent Director, FullHope Biomedical Co., Ltd.	No	0

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CTCI 2026 Annual General Shareholders' Meeting

Title	Name	Education	Experience
Independent Director	Harry Yen	- B.S., Department of Banking, National Chengchi University	- Director General & Deputy 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)	- Chairman, Taipei Foreign Exchange Market Development Foundation
- Director, Taipei Forex Inc.
- Independent Director, Citibank Taiwan Limited	No	0

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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 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.	The Company shall have seven 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 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	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

CTCI
CTCI 2026 Annual General Shareholders' Meeting

Article	Existing Provisions	Amendments
	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.

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.

If the Company has no accumulated loss, the Board of Director may distribute all or part of | 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 distributable earnings 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.

When the Company distributing surplus earning in the form of new shares to be issued by the Company, the proposal for profit distribution shall be made by the board of directors, submitted to the shareholders’ meeting, and approved by a resolution of the shareholders’ meeting; if such surplus earning is distributed in the form of cash, it may be 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.

If the Company has no accumulated loss, the Board of Director may distribute all or part of |

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CTCI 2026 Annual General Shareholders' Meeting

Article	Existing Provisions	Amendments
	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%.	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 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. The amount of shareholders' bonus shall not be less than 50% of distributable earnings of the Company for the current year, and in particular cash dividend shall not be less than 20%. |
| Article 41 | These Articles of Incorporation were enacted on March 23, 1979.
(Omitted)
The forty-third amendment on May 26, 2022.
The forty-fourth amendment on May 28, 2025. | These Articles of Incorporation were enacted on March 23, 1979.
(Omitted)
The forty-third amendment on May 26, 2022.
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 13

CTCI Corporation

The 17th 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

80 -

CTCI
CTCI 2026 Annual General Shareholders' Meeting

Name	Current Adjunct Positions
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
• 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

81 -

AI assistant

CTCI — AGM Information 2026

52795_rns_2026-06-05_42e01e86-d241-476d-b996-91413ac0f60b.pdf

Minutes of 2026 Annual General Shareholders' Meeting of CTCI Corporation

1. Report Items

[Summary of Shareholder Remarks]

Summary of Reply by Chairman:

Shareholder No. 224359, Mr. Chen, questioned:

Summary of Reply by Chairman:

2. Ratification Items

(1) To ratify 2025 Business Report and Financial Statements. (Proposed by the Board of Directors)

Explanatory Notes:

3. Election Item

4. Discussion Items

【Summary of Shareholder Remarks】

5. Special Motion(s)

6. Meeting Adjourned: 10:48 a.m.

CTCI CORPORATION

Business Report of 2025

I. Business overview:

A) Sales Revenue and profit

B) Breakdown of sales revenue

II. Performance review

A) New contracts

B) Contracts classified by Services

C) Contracts classified by Business Lines

D) The execution of income, expenses and budgets:

E) Primary businesses

III. Our Business Prospects for 2026

Engineering Business

1. Taiwan

2. Southeast Asia and India

3. China

4. The Middle East

Intelligent Solutions Business

1. AI/ Intelligent Applications

2. Process Instrumentation and Control

3. System Integration

4. Green Technology and Green Contracting

5. Real Estate Development

6. The Elderly Business

Resource Cycling Business

1. Energy and Resource Recovery

2. Renewable Energy

3. Circular Economy and Resource Recovery

4. Construction and Maintenance for System Facilities

IV. Future Development Strategy

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

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

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資訊

Key audit matters

Accuracy of construction revenue

Description

How our audit addressed the matter

Impairment assessment of accounts receivable of the second-tier subsidiary, CTCI Americas, Inc.

Description

How our audit addressed the matter

Other matter – Reference to the audits of other auditors

Other matter – Parent company only financial reports

Responsibilities of management and those charged with governance for the consolidated financial statements

pwc

資誠

Auditors' responsibilities for the audit of the consolidated financial statements

pwc

資訊

pwc

資誤

CTCI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CTCI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

CTCI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

CTCI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

CTCI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

CTCI AGM Information 2026