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CWP — AGM Information 2026
May 12, 2026
51966_rns_2026-05-12_90ee4a64-9f08-4fdb-9e67-7ab5f8ae1392.pdf
AGM Information
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Stock code: 2072

2026
Century Wind Power Co., Ltd.
2026 General Shareholders’ Meeting Handbook
Date and time | 10:00 a.m. June 12, 2026 (Friday)
Address of Plant | No. 388-5, Sec. 3, Zhongshan Rd., Neighborhood 5,
Xiagu Village, Bali Dist., New Taipei City (Meeting Room 102)
Table of Contents
One. Meeting Procedure ... 1
Two. Agenda of General Shareholders' Meeting ... 2
I. Reports items ... 3
II. Matters for ratification ... 4
III. Matters for discussion ... 4
IV. Election matters ... 4
V. Other matters ... 5
VI. Extemporary Motions ... 5
VII. Meeting Adjourned ... 5
Three. Annex
I. 2025 Business Report ... 6
II. Audit Report by the Audit Committee ... 12
III. Independent auditors' report and financial statements ... 13
IV. 2025 Earnings Distribution Table ... 33
V. Comparison Table of “Articles of Incorporation” Before and After Amendment ... 34
VI. List of Director Candidates ... 36
VII. List of Other Positions Held by Director Candidates ... 39
Four. Appendix
I. Rules of Procedure of Shareholders' Meetings ... 40
II. Articles of Incorporation (Before and Amendment) ... 51
III. Procedures for Election of Directors ... 57
IV. Shareholding of directors ... 60
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Century Wind Power Co., Ltd.
2026 Annual General Shareholders' Meeting
Procedure
I. Call Meeting to Order
II. Chairperson's Speech
III. Report Items
IV. Recognition Items
V. Discussion Items
VI. Election Matters
VII. Other Matters
VIII. Questions and Motions
IX. Adjournment
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Century Wind Power Co., Ltd.
Agenda of 2026 General Shareholders' Meeting
Meeting date and time: 10:00 a.m. June 12, 2026 (Friday)
Address: No. 388-5, Sec. 3, Zhongshan Rd., Neighborhood 5, Xiagu Village, Bali Dist., New Taipei City (Meeting Room 102)
Method of Meeting: Physical Shareholders' Meeting
I. Chairperson calls the meeting to order
II. Chairperson’s Speech
III. Reports
(I) 2025 business report.
(II) 2025 Audit Committee Report.
(III) Report on 2025 remunerations distributed to employees and directors.
(IV) Distribution of cash dividend from earnings for 2025.
(V) Other Reports.
IV. Matters for ratification
(I) Ratification of the 2025 business report and financial statements.
(II) Ratification of the earnings distribution for 2025.
V. Matters for discussion
Amendment to some clauses of the Company’s Articles of Incorporation.
VI. Election matters
Full re-election of directors.
VII. Other matters
Proposal to remove the non-compete restrictions on new directors and their representatives.
VIII. Extemporary Motions
IX. Meeting Adjourned
Reports
Report No.1
Subject: 2025 business report; please review.
Description: Please refer to page 6~11 (Annex I) of this handbook for the 2025 business report.
Report No. 2
Subject: 2025 Audit Committee’s Review Report; please review.
Description: Please refer to page 12 (Annex II) of this Handbook for the 2025 Audit Committee Report.
Report No. 3
Subject: Distribution of employees’ and directors’ remuneration for 2025; please review.
Description: The Company allocated 2% of its 2025 earnings, totaling NT$52,137,067, as employee remuneration and 1.45% of its 2025 earnings, totaling NT$37,799,373, as director remuneration. Of the total employee remuneration, NT$29,155,048 (55.92%) was distributed to grass-root employees.
Report No. 4.
Description: Distribution of cash dividend from earnings for 2025; please review.
Description: I. In accordance with the articles of association of the company and the Company Act, the board meeting was authorized to pass a resolution to distribute cash dividends, which shall be reported to the shareholders’ meeting. In addition, the chairman is authorized to determine the ex-dividend date, payment date and other related matters.
II. On February 23, 2026, the Board of Directors resolved to distribute a total cash dividend of NT$1,360,000,000. Due to the Company’s cash capital increase affecting the number of outstanding shares, the chairman adjusted the dividend per share to NT$7.08333333 on March 24, 2026, and the dividend was paid on April 30, 2026.
Other Reports.
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Matters for ratification
Report No 1 (proposed by the board meeting)
Subject: The 2025 Business Report and Financial Statements; please review.
Description: I. The parent company only financial statements and consolidated financial statements of the Company for 2025 have been audited by Lin Cheng-Wei and Chen Kuo-Shuai, CPAs of Ernst & Young. Together with the business report, they were submitted to the Audit Committee for review. The review was completed and the review report is issued accordingly for record.
II. For the business report, please refer to page 6-11 (Annex I) of this handbook; for the independent auditors' report and financial statements please refer to page 13-32 (Annex III) of this handbook.
Resolution:
Report No 2 (proposed by the board meeting)
Subject: Earnings distribution for 2025; please ratify.
Description: The Company's 2025 earnings distribution scheme was approved by the board meeting on February 23, 2026 and submitted to the Audit Committee for audit. Please refer to page 33 (Annex IV) of this handbook.
Resolution:
Matters for discussion
(proposed by the Board of Directors)
Subject: Amendment to some clauses of the Company's Articles of Incorporation; please discuss.
Description: Considering the Company's practical needs, we propose to revise some clauses of the Company's articles of association. Please refer to pages 34-35 (Annex V) for a comparison of the articles before and after the amendment.
Resolution:
Election matters
(proposed by the Board of Directors)
Subject: Full re-election of directors; please proceed with election.
Description: I. The term of office of the Company's 4th Board of Directors expires on June 20, 2026. It is proposed to re-elect the entire board at the annual shareholders' meeting.
II. As stipulated in the Company's articles of association, nine directors (including three independent directors) shall be elected at this time, using a candidate nomination system. The new directors will assume their duties from the date of reelection, for a term from June 12, 2026 to June 11, 2029, a term of three years. The current directors will step down at this regular shareholders' meeting following the election.
III. The eligibility of the candidates for directors was reviewed by the Company's Board of Directors on April 2, 2026. Please refer to pages 36-38 of this Handbook (Annex VI) for the list of candidates.
Resolution:
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Other matters
(proposed by the Board of Directors)
Subject: Proposal to remove the non-compete restrictions on new directors and their representatives; please discuss.
Description: I. In accordance with Article 209 of the Company Act, a director who undertakes any act for themselves or on behalf of another party within the scope of the company’s business operations must disclose the key details of the act to the shareholders’ meeting and obtain their approval.
II. In the event that any of the above applies to the newly elected directors of the Company and their representatives, the Company intends to propose to the shareholders’ meeting a resolution to remove the non-compete restriction on such directors and their representatives, without prejudice to the interests of the Company.
III. Please refer to page 39 (Annex VII) of this Handbook for details of other positions held by the director candidates.
Resolution:
Extemporary Motions Meeting Adjourned
[Annex I]
CENTURY WIND POWER CO., LTD. 2025 Business Report
According to the latest statistics from the Global Wind Energy Council (GWEC) and the Bureau of Energy, Ministry of Economic Affairs (MOEA), as of the end of 2025, more than 474 offshore wind turbines had been installed in the Taiwan Strait, and the total installed capacity of offshore wind power reached approximately 4.4 GW. Taiwan's cumulative installations rose to fifth place globally, and the installed capacity of offshore wind power is projected to reach 5.3 GW by the end of 2026. Century Wind Power has continued to play a key role in Taiwan's offshore wind power development.
In 2025, the Company's primary revenue source was the Fengmiao Project, followed by the Hailong Project and Taipower Phase II Project. Century Wind Power completed delivery of all underwater foundations for Taiwan Power's Phase II Project and the Hailong Project this year, while work on the Fengmiao Project is progressing rapidly. In terms of business, we signed a substructure supply contract with Synera Renewable Energy for the underwater foundations of the Formosa 4 and Formosa 6 wind farms, and have since begun overall contracting for both international and domestic substructure projects.
Century Wind Power is actively preparing for the third phase of Taiwan's third-stage offshore wind farm development. On one hand, the Company continued to engage with the government to ensure a smooth transition for itself and its related Taiwanese supply chain under the new policy. On the other hand, the Company accelerated development of the Taipei Port Sky Tower 3 and construction of the Phase V Plant to continue expanding production capacity and optimizing overall costs. In terms of quality, Century Wind Power continued to refine its welding and manufacturing technologies to reduce the defect rate and improve profitability. We are confident that we will overcome challenges and achieve stronger results in the new year.
The summary report of the Company's business results for 2025 and business plan for 2026 is as follows:
I. 2025 business results
(I) Implementation results of business plan
The net operating revenue for 2025 was NT$10,276,165 thousand, a 6.33% increase from NT$9,664,454 thousand in 2024, primarily due to the on-time and high-quality progress of various projects. The Taipower Phase II wind farm underwater foundation project and the Hailong wind farm underwater foundation project were completed and shipped in 2025, and the Fengmiao Phase 1 Offshore Wind Farm underwater foundation project was initiated and progressed smoothly, leading to an overall revenue increase compared to the same period last year (the Company recognizes project revenue based on the percentage of completion of the engineering contract). The gross operating profit increased from last year due to the increase in capacity utilization.
In 2026, following the successful completion of the Fengmiao Phase 1 Offshore Wind Farm Project, revenue and gross profit are expected to increase with the start of underwater foundation production for the Formosa 4 Offshore Wind Farm and other tendered wind farms from the second phase of Stage 3.
(II) Budget implementation
No public financial forecast was disclosed for fiscal year 2025; accordingly, a variance analysis is not applicable.
(III) Financial income and expenditure and profit analysis
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Fiscal year 2025 operating revenue, cost of revenue, and gross profit are summarized as follows:
Annual net operating income: NTD 10,276,165 thousand.
Annual operating cost: NTD 7,354,900 thousand.
Annual gross profit: NTD 2,921,265 thousand. -
Fiscal year 2025 operating expenses, non-operating income, and non-operating expenses are summarized as follows:
Annual operating expenses: NTD 593,869 thousand.
Annual non-operating income (expenditure): NT$189,463 thousand. -
Net profit before tax in 2025 was NT$2,516,859 thousand.
Net profit after tax in 2025 was NT$2,030,444 thousand, and the net profit after tax per share was NT$11.94.
(IV) Research and development work
- The false work facilities are oriented toward project sharing, in order to optimize the design.
- Enhance the technical competence of steel coiling.
- Cultivate the capability and talents to design and draw the construction drawings independently.
II. Summary of the 2026 business plan
(I) Business
Based on the current development of offshore wind power in Taiwan, the business expansion and contract negotiation have entered the block development of Phase III. The relevant engineering projects are as follows:
- Phase I Block Development
A total of five companies signed the administrative contracts for the first phase (3-1) of the offshore wind power block development. As of 2025, the negotiations of business with each offshore wind farm are as below:
Fengmiao Phase 1:
The installation capacity of this wind farm is 500MW. The Company is currently working on this project and anticipates completing manufacturing of all underwater foundations by the end of this year.
Formosa 4:
The installation capacity of this wind farm is 495MW. The Company signed an underwater foundation manufacturing contract with Synera Renewable Energy in July 2025. Currently, this project is in the early stages of limited notice to proceed.
- Phase II Block Development
In August 2024, the Energy Administration of MOEA announced five assigned offshore wind farms. Which includes Yuanta, Formosa 6, Fengmiao II, Formosa 3, and DS Green.
Formosa 6 Wind Farm:
The installation capacity of this wind farm is 800MW. The Company signed an underwater foundation manufacturing contract with Synera Renewable Energy in August 2025.
Yuanta Wind Farm:
The installation capacity of this wind farm is 700MW. The Company signed a conditional and binding industry association agreement with Shinfox Energy in 2024. The contract for the manufacturing of underwater foundations is expected to be signed in June 2027.
Fengmiao II:
The manufacturing contract for the underwater foundations of this wind
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farm is expected to be signed in May 2027.
3. Phase III Block Development
The MOEA held a briefing on the draft of stage 3 (phase 3), vendor selection mechanism on January 8, 2026. Following feedback from stakeholders, MOEA officially announced at the end of March that the bidding period will close on September 30, and the selection process is expected to be completed with the allocation results announced by the end of the year.
(II) Project implementation
In 2025, the Company completed the manufacturing of 31 underwater foundations for the Fuwei Taipower Phase II project and 21 underwater foundations for the Hailong 2A wind farm. The contract for 20 underwater foundations for the Fengmiao Phase I wind farm was also signed in the second quarter of 2024, and production began in 2025. Manufacturing and delivery are expected to be completed in 2026. Formosa 4 completed the contract signing in 2025 and is currently undertaking limited initial work, with manufacturing and delivery expected in 2027.
The Company has continuously accumulated successful experiences in underwater foundation constructions from projects such as Taipower Phase II Wind Farm and Hailong Wind Farm, and has become an indispensable underwater foundation supplier for domestic offshore wind power.
III. Future development strategy of the Company
(I) Business development strategies:
- In the third stage of block development - continue to employ a general contracting strategy, integrating both local and international resources to allow for flexible production capacity adjustments and revenue expansion. In the third phase of the bidding process - collaborate with developers to jointly address environmental, social responsibility, and corporate governance (ESG) issues, creating a win-win outcome.
- Focus on the demand and development trends in the Asia-Pacific offshore wind power market, particularly the market dynamics in South Korea, Japan, Vietnam, the Philippines, and Australia. Participate in international exhibitions, build local networks and regional partnerships, and establish a strong presence in the Asia-Pacific region.
- Continue to monitor developments in floating wind farms and prepare for Taiwan’s future floating wind energy development.
(II) Manufacturing strategy:
- Complete the outdoor installation of large assembly equipment (Sky Tower 3) in response to the trend toward larger wind turbines; complete the construction of the Phase V Plan to enhance overall production capacity.
- Leverage the technologies and production capacity of other domestic substructure manufacturers and form a strategic alliance to overcome production bottlenecks. Achieve both technology improvements and cost reductions, further solidifying market competitiveness and expanding production capacity.
- Establish overseas production bases to deepen global supply chain deployment, enhance international market responsiveness and competitiveness, and prepare for future market liberalization.
- Continuously review construction methods and optimize manufacturing processes and production equipment to effectively improve operational efficiency, reduce construction costs, and shorten project timelines. This further enhances overall project benefits and market competitiveness.
- Continue to promote occupational safety implementation and awareness,
strengthen workplace safety management measures, reduce the risk of occupational hazards, and provide employees with safer working conditions to support the company's stable development.
IV. Impact of the external competition environment, regulatory environment and overall operating environment
(I) Regulatory environment
In Taiwan, the MOEA announced the "Directions for Allocating Installed Capacity of Offshore Wind Potential Zones" on March 27, 2026. The selection criteria include the developer’s track record, financial strength, and project execution capabilities. There is no mandatory domestic content requirement. However, project implementation capabilities are assessed based on ESG planning - including benefits to local industry, environmental sustainability, and corporate social responsibility - and can add 15 points to the score. In addition, developers who completed grid connection ahead of schedule and achieved local industry and economic benefits, as well as enhanced energy resilience, have been eligible for up to five years of additional electricity sales incentives.
Financially, developers have faced increasing capital spending and financing challenges in recent years; however, many of these issues are gradually being resolved. Taiwan Smart Energy Co., Ltd. began formal operation in 2025 and signed a landmark long-term power purchase agreement with Formosa 4 in the same year. Furthermore, recognizing the approximately NT$2 trillion in funding needed for the offshore wind power industry by 2035, the National Development Council (NDC) has prioritized offshore wind power within the “Trillion NT Dollar Investment National Development Plan” to accelerate investment. To assist companies in securing financing, the Executive Yuan (EY) has increased the guarantee percentage offered through the national financing guarantee mechanism from a maximum of 60% to 80%. The NDC is also exploring ways to refine the existing financing guarantee mechanism, with plans to increase the size of the dedicated guarantee fund and raise the guarantee multiplier, expanding the guarantee limit to NT$156 billion and enhancing overall financing guarantee capacity. Furthermore, to encourage insurance companies to invest in the offshore wind power industry, the Financial Supervisory Commission (FSC) has implemented several regulatory adjustments and supporting measures. These included reducing the risk coefficient for insurers’ indirect investments in public construction projects through private equity funds and venture capital enterprises. The risk coefficient for strategic industrial investments was also reduced to lower the capital investment threshold and increase investment incentives for insurers. In addition, at the end of 2025, the FSC amended relevant laws and regulations to raise the upper limit on the total amount insurance companies could invest in public and social welfare projects from 10% to 15% of their funds. This change is expected to increase flexibility in the allocation of trillions of dollars and further expand opportunities for insurance funds to invest in key industries such as public construction and offshore wind power.
From Taiwan’s regulatory environment, it is clear that the government is making an effort to actively promote offshore wind power as a key component of its strategy to achieve net-zero carbon emissions. Century Wind Power will continue to proactively engage with the government and remain a leader in Taiwan’s offshore wind power sector.
(II) External competitive environment
In Taiwan, Century Wind Power is the only company with the capability to manufacture complete offshore wind power underwater foundations. We are also currently the only company to have delivered over one hundred jacket foundations. Following Sing Da Marine Structure’s withdrawal from the offshore wind power
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sector in 2025, Intercontinental Wind Energy has expressed intent to manufacture large underwater foundations based on its facility plans. However, as of today, the company has no prior experience in offshore wind power projects. In addition, there remains a significant gap between the said company and the Company in areas such as facility construction, project experience, and professional certifications.
In terms of the overseas competitive landscape, underwater foundation manufacturers in Northeast Asia (primarily South Korea) and Southeast Asia (primarily Vietnam) have become key competitors. Although India offers lower labor costs, factors such as distance, quality control, and monitoring difficulties - combined with transportation expenses - result in a considerable overall disadvantage compared to Northeast and Southeast Asia. Similarly, European manufacturers have not been included in the current assessment of international external competition, primarily due to price and distance considerations.
Although South Korea and Vietnam have established longer histories in shipbuilding and the oil and natural gas industry, they currently benefit from more competitive plant and land rental costs compared to ours. Our Phase V plant and the Port Sky Tower 3 will be completed in 2026. As capacity increases, the amortization cost per underwater foundation decreases significantly, resulting in a more competitive price. In addition to the costs of local manufacturing, clients sourcing underwater foundations from South Korea or Vietnam have also had to bear freight and tariff expenses, as well as storage and loading/unloading fees. After careful consideration of various factors, Century Wind Power still maintains a competitive edge in Taiwan's offshore wind farm sector.
In addition, with the Korean government's strong push for green energy, renewable energy capacity is expected to increase to four times the current level (reaching 122GW) in early 2038. Therefore, South Korea's offshore wind power is estimated to have entered a stage of rapid growth in a few years, and the capacity of Korean underwater foundation suppliers is expected to be fully utilized, preventing their participation in underwater foundation manufacturing for Taiwanese wind farms.
Although Vietnam has experience in underwater foundation manufacturing and a low-cost labor force, Taiwanese offshore wind farm developers are unlikely to prioritize it due to limitations in its existing manufacturing capacity and the absence of government export credit support.
In conclusion, if Century Wind Power maintains its momentum and continues to refine its quality and production capacity, it is well-positioned to remain the leader in Taiwan's offshore wind power substructure market and advance toward becoming a leading substructure manufacturer in the Asia-Pacific region.
(III) Overall business environment
Following the high-interest rate environment of 2023 and 2024, developers have benefited from the subsequent gradual interest rate cuts by the Fed and central banks around the world starting in 2025. The price of steel plate was at a relatively low point in 2025, impacted by sluggish domestic demand in China and the influx of low-priced steel. However, with growing global demand and recent increases in raw material prices and oil price volatility stemming from the conflict between the U.S. and Iran, steel plate prices have begun to rise.
In geopolitical terms, despite a historically unfavorable environment for offshore wind power in the U.S. under the Trump administration, the Russia-Ukraine war and the U.S.-Iran conflict have led many governments—including Taiwan, the EU, and South Korea—to increasingly prioritize energy sovereignty and recognize offshore wind power as critical national security infrastructure.
In addition, the rapid growth of generative artificial intelligence and large data centers has driven a surge in electricity demand. Five of the seven largest U.S. tech companies - known as the Magnificent Seven - are members of RE100. Global
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demand for sustainable energy has continued to grow, and this is expected to drive further advancements in the offshore wind power industry.
Over the past several years in Taiwan, we have steadily enhanced our production capacity, product quality, and cost-effectiveness. In 2026, Century Wind Power will keep a close eye on the overall macroeconomic environment, maintain active and constructive communication with the government and its clients, and actively track market competition trends. Driven by overall market demand, the Company has the potential to become a leading enterprise not only in Taiwan but globally.
The business results of 2025 and the outline of the business plan for 2026 are hereby as reported above. We will still maintain a rigorous and positive spirit and attitude, implement all the business strategies and plans of the Company, and enhance the quality of decision-making and adaptability, so as to make the Company more competitive and create new opportunities and achieve good results.
Chairman: Lai Wen-Hsiang
Manager: Lin Ming-Cheng
Accounting Officer: Wang Jin-Huo
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[Annex II]
CENTURY WIND POWER CO., LTD.
Audit Report by the Audit Committee
The Board of Directors prepared and submitted the Company’s business report, financial statements and earnings distribution proposal for 2025. The financial statements for 2025 have already been audited by Ernst & Young, and the independent auditor’s report has been issued accordingly. The above-mentioned business report, financial statements and earnings distribution schedule have been reviewed by the Audit Committee, with no discrepancies detected. Therefore, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; kindly review and approve.
To
2026 general shareholders’ meeting of Century Wind Power Co., Ltd.
Century Wind Power Co., Ltd.
Convener of Audit Committee: Chung-Chiu Huang
February 23, 2026
EY安永
Building a better working world
安永聯合會計師事務所
33045 桃園市桃園區中正路1088號27樓
27F, No. 1088, Zhongzheng Road, Taoyuan District
Taoyuan City, Taiwan, R.O.C.
Tel: 886 3 427 5008
Fax: 886 3 425 1711
www.ey.com/taiwan
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
INDEPENDENT AUDITORS' REPORT
To: The Board of Directors and Shareholders
Century Wind Power Co., Ltd.
Opinion
We have audited the accompanying Parent-Company-Only balance sheets of Century Wind Power Co., Ltd. (the “Company”) as of December 31, 2025 and 2024, and the related Parent-Company-Only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the Parent-Company-Only financial statements, including the summary of significant accounting policies (together referred as “the Parent-Company-Only financial statements”).
In our opinion, the Parent-Company-Only financial statements referred to above present fairly, in all material respects, the Parent-Company-Only financial position of the Company as of December 31, 2025 and 2024, and its Parent-Company-Only financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
A member firm of Ernst & Young Global Limited
EY安永
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 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, and we do not provide a separate opinion on these matters.
Recognition of Construction Revenue
The Company’s revenue amounting to NT$10,276,165 thousand for the year ended December 31, 2025 is a significant account to the Company’s Parent-Company-Only financial statements. The Company provides the construction services of the offshore’s underwater basic product to generate wind power, and the related revenue are recognized over time. At the end of the reporting period, construction revenue is recognized based on the stage of completion of individual contract. The stage of completion of a contract is measured by the proportion of contract costs incurred for work performed to date to the total estimated costs for the contract. We conclude that recognition of construction revenue is one of the key audit matters due to the total estimated cost and contract items are assessed and judged by the management for the nature, estimated amount, period, procedure of the different constructions, and has significant impact on calculation of the percentage of completion and construction gains or loss. Our audit procedures therefore include, but not limit to, evaluating the appropriateness of accounting policy for construction revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, selecting samples on test of details, including checking the correctness of input cost and calculation in percentage of completion, obtaining main construction contracts, checking the total contract price if equal to the amount used to calculate construction revenue, performing analytical review procedures on construction revenue, checking if there is no significant variance between collection progress and construction contract, etc. We have also evaluated the appropriateness of the related disclosure in Note 6 to the Parent-Company-Only financial statements.
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 requirements of 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.
A member firm of Ernst & Young Global Limited
EY安永
In preparing the Parent-Company-Only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 audit committee, are responsible for overseeing the financial reporting process of the Company.
Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Parent-Company-Only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the Parent-Company-Only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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 internal control of the Company.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
A member firm of Ernst & Young Global Limited
EY安永
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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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the Parent-Company-Only financial statements, including the accompanying notes, and whether the Parent-Company-Only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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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 Company’s audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 Parent-Company-Only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.
A member firm of Ernst & Young Global Limited
EY安永
/s/Lin, Cheng-Wei
/s/ Chen, Kuo-Shuai
Ernst & Young,
Taiwan, R.O.C.
February 23th, 2026
Notice to Readers
The accompanying Parent-Company-Only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan.
Accordingly, the Parent-Company-Only financial statements and report of independent accountants 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, Ernst & Young 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.
A member firm of Ernst & Young Global Limited
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd.
Parent-Company-Only Balance Sheets
As of December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Assets | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4,6(1) | $7,912,279 | 33 | $4,009,268 | 16 |
| 1136 | Financial assets measured at amortized cost | 4,6(2),8 | 810,170 | 3 | 1,975,629 | 8 |
| 1140 | Contract assets | 4,6(17) | 2,529,149 | 10 | 5,284,743 | 22 |
| 1170 | Trade receivables, net | 4,6(3) | 443,831 | 2 | 691,813 | 3 |
| 1180 | Trade receivables - related parties | 7 | 7,459 | - | - | - |
| 1200 | Other receivables | 117,010 | - | 61,298 | - | |
| 1210 | Other receivables - related parties | 7 | 1,438 | - | 104,834 | 1 |
| 1220 | Current income tax assets | 2,176 | - | 2,176 | - | |
| 1310 | Inventories, net | 4,6(4) | 122,028 | 1 | 53,286 | - |
| 1410 | Prepayments | 23,951 | - | 278,128 | 1 | |
| 1470 | Other current assets | 1,074 | - | 3,023 | - | |
| 11xx | Total current assets | 11,970,565 | 49 | 12,464,198 | 51 | |
| Non-current assets | ||||||
| 1535 | Financial assets measured at amortized cost | 4,6(2),8 | 576,471 | 2 | 774,528 | 3 |
| 1550 | Investments accounted for under equity method | 4,6(5) | 61,612 | - | 51,751 | - |
| 1600 | Property, plant and equipment | 4,6(6),7,8 | 9,405,394 | 39 | 9,292,543 | 38 |
| 1755 | Right-of-use assets | 4,6(19),7 | 1,718,750 | 8 | 1,783,773 | 7 |
| 1780 | Intangible assets | 4,6(7) | 13,693 | - | 6,284 | - |
| 1840 | Deferred income tax assets | 4,5,6(22) | 69,955 | - | 18,905 | - |
| 1990 | Other non-current assets | 6(8) | 500,215 | 2 | 147,787 | 1 |
| 15xx | Total non-current assets | 12,346,090 | 51 | 12,075,571 | 49 | |
| 1xxx | Total Assets | $24,316,655 | 100 | $24,539,769 | 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd.
Parent-Company-Only Balance Sheets (Continued)
As of December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term loans | 4,6(9),8 | $263,755 | 1 | $53,920 | - |
| 2110 | Short-term notes and bills payable | 4,6(10) | - | - | 49,992 | - |
| 2130 | Contract liabilities | 4,6(17) | 25,544 | - | 523,621 | 2 |
| 2170 | Trade payable | 439,377 | 2 | 985,414 | 5 | |
| 2180 | Trade payable - related parties | 7 | 635,444 | 3 | 938,375 | 4 |
| 2200 | Other payables | 6(11) | 575,657 | 2 | 594,916 | 3 |
| 2220 | Other payables - related parties | 7 | 20,837 | - | 278,007 | 1 |
| 2230 | Current income tax liability | 6(22) | 364,705 | 1 | 331,287 | 1 |
| 2250 | Current provision | 4,6(12) | 345,789 | 1 | 92,244 | - |
| 2281 | Lease liabilities | 4,6(19) | 178,767 | 1 | 165,768 | 1 |
| 2282 | Lease liabilities - related parties | 4,6(19),7 | 10,615 | - | 9,407 | - |
| 2322 | Current portion of long - term loans | 4,6(13),8 | 150,000 | 1 | - | - |
| 2399 | Other current liabilities | 7,583 | - | 7,602 | - | |
| 21xx | Total current liabilities | 3,018,073 | 12 | 4,030,553 | 17 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | 4,6(13),8 | - | - | 150,000 | - |
| 2570 | Deferred tax liabilities | 4,5,6(22) | 14,339 | - | 16,319 | - |
| 2581 | Lease liabilities | 4,6(19) | 1,573,067 | 7 | 1,649,632 | 7 |
| 2582 | Lease liabilities - related parties | 4,6(19),7 | 12,421 | - | 4,994 | - |
| 2645 | Guarantee deposits | 7 | 9,951 | - | 9,987 | - |
| 25xx | Total non-current liabilities | 1,609,778 | 7 | 1,830,932 | 7 | |
| 2xxx | Total liabilities | 4,627,851 | 19 | 5,861,485 | 24 | |
| Equity attributable to shareholders of the parent | ||||||
| 3100 | Capital | 6(15) | ||||
| 3110 | Common stock | 1,700,000 | 7 | 1,700,000 | 7 | |
| 3200 | Capital surplus | 6(15) | 14,930,416 | 61 | 14,930,324 | 61 |
| 3300 | Retained earnings | 6(15) | ||||
| 3310 | Legal reserve | 373,330 | 2 | 222,841 | 1 | |
| 3350 | Unappropriated retained earnings | 2,685,058 | 11 | 1,825,119 | 7 | |
| 3xxx | Total equity | 19,688,804 | 81 | 18,678,284 | 76 | |
| Total liabilities and equity | $24,316,655 | 100 | $24,539,769 | 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd.
Parent-Company-Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| Code | Accounts | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenues | 4,5,6(17),7 | $10,276,165 | 100 | $9,664,454 | 100 |
| 5000 | Operating costs | 7 | (7,354,900) | (71) | (7,552,833) | (78) |
| 5900 | Gross profit | 2,921,265 | 29 | 2,111,621 | 22 | |
| 6000 | Operating expenses | |||||
| 6100 | Sales and marketing | (327,244) | (3) | (50,582) | (1) | |
| 6200 | General and administrative | 7 | (266,613) | (3) | (191,768) | (2) |
| Total operating expenses | (593,857) | (6) | (242,350) | (3) | ||
| 6900 | Operating income | 2,327,408 | 23 | 1,869,271 | 19 | |
| 7000 | Non-operating incomes and expenses | 6(21), 7 | ||||
| 7100 | Interest income | 126,694 | 1 | 55,089 | 1 | |
| 7010 | Other incomes | 15,807 | - | 21,033 | - | |
| 7020 | Other gains or losses | 94,512 | 1 | 86,880 | 1 | |
| 7050 | Finance costs | (59,814) | - | (172,835) | (2) | |
| 7070 | Share of the profit or loss of associates and joint ventures | 6(5) | 12,236 | - | 5,473 | - |
| Total non-operating incomes and expenses | 189,435 | 2 | (4,360) | - | ||
| 7900 | Income before income tax | 2,516,843 | 25 | 1,864,911 | 19 | |
| 7950 | Income tax expense (income) | 4,5,6(22) | (486,415) | (5) | (360,017) | (4) |
| 8200 | Net income | 2,030,428 | 20 | 1,504,894 | 15 | |
| 8300 | Other comprehensive income | - | - | - | - | |
| 8500 | Total comprehensive income | $2,030,428 | 20 | $1,504,894 | 15 | |
| 9750 | Earnings per share-basic (in NTD) | 6(23) | $11.94 | $10.62 | ||
| 9850 | Earnings per share-diluted (in NTD) | 6(23) | $11.93 | $10.61 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd.
Parent-Company-Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | Capital | Capital Surplus | Retained Earnings | Total Equity | |
|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated Earings | |||||
| A1 | Balance as of January 1, 2024 | $1,400,000 | $6,227,689 | $140,593 | $822,473 | $8,590,755 |
| Appropriation and distribution of 2023 earnings: | ||||||
| B1 | Legal reserve appropriated | 82,248 | (82,248) | - | ||
| B5 | Cash dividends-common shares | (420,000) | (420,000) | |||
| C7 | Changes in associates and joint ventures accounted for using the equity method | (65) | (65) | |||
| D1 | Net income for 2024 | 1,504,894 | 1,504,894 | |||
| D3 | Other comprehensive income for 2024 | - | - | |||
| D5 | Total comprehensive income | - | - | - | 1,504,894 | 1,504,894 |
| E1 | Insurance of common stock in cash | 300,000 | 8,700,000 | 9,000,000 | ||
| N1 | Share-based payments | 2,700 | 2,700 | |||
| Z1 | Balance as of December 31, 2024 | 1,700,000 | 14,930,324 | 222,841 | 1,825,119 | 18,678,284 |
| Appropriation and distribution of 2024 earnings: | ||||||
| B1 | Legal reserve appropriated | 150,489 | (150,489) | - | ||
| B5 | Cash dividends-common shares | (1,020,000) | (1,020,000) | |||
| C17 | Other changes in capital surplus | 92 | 92 | |||
| D1 | Net income for 2025 | 2,030,428 | 2,030,428 | |||
| D3 | Other comprehensive income for 2025 | - | - | |||
| D5 | Total comprehensive income | - | - | - | 2,030,428 | 2,030,428 |
| Z1 | Balance as of December 31, 2025 | $1,700,000 | $14,930,416 | $373,330 | $2,685,058 | $19,688,804 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd.
Parent-Company-Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2025 | 2024 | Code | Items | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| AAAA | Cash flows from operating activities: | BBBB | Cash flows from investing activities: | ||||
| A10000 | Net income before tax | $2,516,843 | $1,864,911 | B00040 | (Acquisition) disposal of financial assets measured at amortized cost | 1,363,516 | (789,704) |
| A20000 | Adjustments: | B01800 | Acquisition of investments accounted for using the equity method | - | (15,357) | ||
| A20010 | Profit or loss not effecting cash flows: | B02700 | Acquisition of property, plant and equipment | (1,138,172) | (1,519,391) | ||
| A20100 | Depreciation (including right-of-use assets) | 1,140,930 | 1,080,323 | B02800 | Disposal of property, plant and equipment | 92 | 87,508 |
| A20200 | Amortized expense | 2,490 | 1,414 | B03700 | (Increase) decrease in refundable deposits | (423,776) | 13,606 |
| A20900 | Interest expense | 59,814 | 172,835 | B04500 | Acquisition of intangible assets | (9,899) | (3,894) |
| A21200 | Interest income | (126,694) | (55,089) | B07500 | Interest received | 140,226 | 49,415 |
| A21900 | Share based payments awards | - | 2,700 | B07600 | Dividends received | 2,375 | - |
| A22400 | Share of the profit or loss of associates and joint ventures | (12,236) | (5,473) | BBBB | Net cash provided by (used in) investing activities | (65,638) | (2,177,817) |
| A22500 | Loss (gain) on disposal of property, plant and equipment | 229 | (607) | ||||
| A30000 | Changes in operating assets and liabilities: | CCCC | Cash flows from financing activities: | ||||
| A31125 | Contract assets | 2,755,594 | (1,521,555) | C00100 | Increase in short-term loans | 1,250,048 | 2,800,451 |
| A31150 | Trade receivables | 247,982 | (55,531) | C00200 | Repayment of short-term loans | (1,040,213) | (4,077,768) |
| A31160 | Trade receivables - related parties | (7,459) | - | C00500 | Increase in short-term notes and bills payable | - | 1,610,000 |
| A31180 | Other receivables | (69,244) | 10,848 | C00600 | Decrease in short-term notes and bills payable | (50,000) | (1,860,000) |
| A31190 | Other receivables - related parties | 103,396 | (104,387) | C01600 | Increase in long-term loans | - | 650,000 |
| A31200 | Inventories | (68,742) | 48,786 | C01700 | Repayments of long-term loans | - | (4,251,246) |
| A31230 | Prepayments | 254,177 | 319,285 | C03000 | Increase (decrease) in guarantee deposits | (36) | 9,694 |
| A31240 | Other current assets | 1,949 | 14,059 | C04020 | Cash payments for the principal portion of the lease liabilities | (183,416) | (179,959) |
| A31990 | Other non-current assets | (6,033) | 6,089 | C04500 | Cash dividends | (1,020,000) | (420,000) |
| A32125 | Contract liabilities | (498,077) | 330,898 | C04600 | Issuance of common stock in cash | - | 9,000,000 |
| A32130 | Notes payable | - | (6,267) | C09900 | Other financing activities | 92 | - |
| A32150 | Trade payable | (546,037) | 370,476 | CCCC | Net cash provided by (used in) financing activities | (1,043,525) | 3,281,172 |
| A32160 | Trade payable - related parties | (302,931) | (269,717) | ||||
| A32180 | Other payables | 135,549 | (21,352) | EEEE | Increase (decrease) in cash and cash equivalents | 3,903,011 | 3,296,861 |
| A32190 | Other payables - related parties | (257,170) | 187,179 | E00100 | Cash and cash equivalents at beginning of period | 4,009,268 | 712,407 |
| A32200 | Provision | 253,545 | 6,300 | E00200 | Cash and cash equivalents at end of period | $7,912,279 | $4,009,268 |
| A32230 | Other current liabilities | (19) | (1,005) | ||||
| A33000 | Cash generated from (used in) operations | 5,577,856 | 2,375,120 | ||||
| A33300 | Interest paid | (59,655) | (177,471) | ||||
| A33500 | Income tax returned (paid) | (506,027) | (4,143) | ||||
| AAAA | Net cash provided by (used in) operating activities | 5,012,174 | 2,193,506 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
EY安永
Building a better working world
安永聯合會計師事務所
33045 桃園市桃園區中正路1088號27樓
27F, No. 1088, Zhongzheng Road, Taoyuan District
Taoyuan City, Taiwan, R.O.C.
Tel: 886 3 427 5008
Fax: 886 3 425 1711
www.ey.com/taiwan
English Translation of Consolidated Financial Statements Originally Issued in Chinese
INDEPENDENT AUDITORS' REPORT
To: The Board of Directors and Shareholders
Century Wind Power Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Century Wind Power Co., Ltd. (the “Company”) and its subsidiaries as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2025 and 2024 and their consolidated financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standard Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
A member firm of Ernst & Young Global Limited
EY安永
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 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, and we do not provide a separate opinion on these matters.
Recognition of Construction Revenue
The Group’s consolidated revenue amounting to NT$10,276,165 thousand for the year ended December 31, 2025 is a significant account to the Group’s consolidated financial statements. The Group provides the construction services of the offshore’s underwater basic product to generate wind power, and the related revenue are recognized over time. At the end of the reporting period, construction revenue is recognized based on the stage of completion of individual contract. The stage of completion of a contract is measured by the proportion of contract costs incurred for work performed to date to the total estimated costs for the contract. We conclude that recognition of construction revenue is one of the key audit matters due to the total estimated cost and contract items are assessed and judged by the management for the nature, estimated amount, period, procedure of the different constructions, and has significant impact on calculation of the percentage of completion and construction gains or loss. Our audit procedures therefore include, but not limit to, evaluating the appropriateness of accounting policy for construction revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, selecting samples on test of details, including checking the correctness of input cost and calculation in percentage of completion, obtaining main construction contracts, checking the total contract price if equal to the amount used to calculate construction revenue, performing analytical review procedures on construction revenue, checking if there is no significant variance between collection progress and construction contract, etc. We have also evaluated the appropriateness of the related disclosure in Note 4, 5 and 6 to the consolidated financial statements.
A member firm of Ernst & Young Global Limited
EY安永
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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standard Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditor’s 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 auditor’s 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.
A member firm of Ernst & Young Global Limited
EY安永
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
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.
-
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 internal control of the Company and its subsidiaries.
-
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 ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, 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 Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group’s 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.
A member firm of Ernst & Young Global Limited
26
EY安永
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 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.
Other
We have audited and expressed an unqualified opinion on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2025 and 2024.
/s/ Lin, Cheng-Wei
/s/ Chen, Kuo-Shuai
Ernst & Young,
Taiwan, R.O.C.
February 23th, 2026
Notices to Readers
The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young 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.
A member firm of Ernst & Young Global Limited
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Assets | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4,6(1) | $7,919,598 | 33 | $4,016,544 | 16 |
| 1136 | Financial assets measured at amortized cost | 4,6(2), 8 | 810,170 | 3 | 1,975,629 | 8 |
| 1140 | Contract assets | 4,6(17) | 2,529,149 | 10 | 5,284,743 | 22 |
| 1170 | Trade receivables, net | 4,6(3) | 443,831 | 2 | 691,813 | 3 |
| 1180 | Trade receivables - related parties | 4,6(3), 7 | 7,459 | - | - | - |
| 1200 | Other receivables | 117,010 | - | 61,298 | - | |
| 1210 | Other receivables - related parties | 7 | 1,438 | - | 104,834 | 1 |
| 1220 | Current income tax assets | 2,181 | - | 2,176 | - | |
| 1310 | Inventories, net | 4,6(4) | 122,028 | 1 | 53,286 | - |
| 1410 | Prepayments | 23,951 | - | 278,128 | 1 | |
| 1470 | Other current assets | 1,074 | - | 3,023 | - | |
| 11xx | Total current assets | 11,977,889 | 49 | 12,471,474 | 51 | |
| Non-current assets | ||||||
| 1535 | Financial assets measured at amortized cost | 4,6(2),8 | 576,471 | 3 | 774,528 | 3 |
| 1550 | Investments accounted for under equity method | 4,6(5) | 56,828 | - | 46,998 | - |
| 1600 | Property, plant and equipment | 4,6(6),7,8 | 9,405,394 | 39 | 9,292,543 | 38 |
| 1755 | Right-of-use assets | 4,6(19),7 | 1,718,750 | 7 | 1,783,773 | 7 |
| 1780 | Intangible assets | 4,6(7) | 13,693 | - | 6,284 | - |
| 1840 | Deferred income tax assets | 4,5,6(22) | 69,955 | - | 18,905 | - |
| 1990 | Other non-current assets | 6(8) | 500,215 | 2 | 147,787 | 1 |
| 15xx | Total non-current assets | 12,341,306 | 51 | 12,070,818 | 49 | |
| 1xxx | Total Assets | $24,319,195 | 100 | $24,542,292 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Balance Sheets (Continued)
As of December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Liabilities and Equity | As of December 31, 2025 | As of December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term loans | 4,6(9),8 | $263,755 | 1 | $53,920 | - |
| 2110 | Short-term notes and bills payable | 4,6(10) | - | - | 49,992 | - |
| 2130 | Contract liabilities | 4,6(17),7 | 25,544 | - | 523,621 | 2 |
| 2170 | Trade payable | 439,377 | 2 | 985,414 | 4 | |
| 2180 | Trade payable - related parties | 7 | 635,444 | 3 | 938,375 | 4 |
| 2200 | Other payables | 6(11) | 575,797 | 2 | 595,055 | 3 |
| 2220 | Other payables - related parties | 7 | 20,837 | - | 278,007 | 1 |
| 2230 | Current tax liabilities | 6(22) | 364,705 | 1 | 331,287 | 1 |
| 2250 | Current provision | 4,6(12) | 345,789 | 1 | 92,244 | - |
| 2281 | Lease liabilities | 4,6(19) | 178,767 | 1 | 165,768 | 1 |
| 2282 | Lease liabilities - related parties | 4,6(19),7 | 10,615 | - | 9,407 | - |
| 2322 | Current portion of long-term loans | 4,6(13),8 | 150,000 | 1 | - | - |
| 2399 | Other current liabilities | 7,583 | - | 7,602 | - | |
| 21xx | Total current liabilities | 3,018,213 | 12 | 4,030,692 | 16 | |
| Non-current liabilities | ||||||
| 2540 | Long-term loans | 4,6(13),8 | - | - | 150,000 | 1 |
| 2570 | Deferred tax liabilities | 4,5,6(22) | 14,339 | - | 16,319 | - |
| 2581 | Lease liabilities | 4,6(19) | 1,573,067 | 7 | 1,649,632 | 7 |
| 2582 | Lease liabilities - related parties | 4,6(19),7 | 12,421 | - | 4,994 | - |
| 2645 | Guarantee deposits | 7 | 9,951 | - | 9,987 | - |
| 25xx | Total non-current liabilities | 1,609,778 | 7 | 1,830,932 | 8 | |
| 2xxx | Total liabilities | 4,627,991 | 19 | 5,861,624 | 24 | |
| Equity attributable to shareholders of the parent | ||||||
| 3100 | Capital | 6(15) | ||||
| 3110 | Common stock | 1,700,000 | 7 | 1,700,000 | 7 | |
| 3200 | Capital surplus | 6(15) | 14,930,416 | 61 | 14,930,324 | 61 |
| 3300 | Retained earnings | 6(15) | ||||
| 3310 | Legal reserve | 373,330 | 2 | 222,841 | 1 | |
| 3350 | Unappropriated earnings | 2,685,058 | 11 | 1,825,119 | 7 | |
| 36xx | Non-controlling interests | 6(15) | 2,400 | - | 2,384 | - |
| 3xxx | Total equity | 19,691,204 | 81 | 18,680,668 | 76 | |
| Total liabilities and equity | $24,319,195 | 100 | $24,542,292 | 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| Code | Accounts | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenues | 4,5,6(17),7 | $10,276,165 | 100 | $9,664,454 | 100 |
| 5000 | Operating costs | 7 | (7,354,900) | (71) | (7,552,833) | (78) |
| 5900 | Gross profit | 2,921,265 | 29 | 2,111,621 | 22 | |
| 6000 | Operating expenses | |||||
| 6100 | Sales and marketing | (327,244) | (3) | (50,582) | (1) | |
| 6200 | General and administrative | 7 | (266,625) | (3) | (191,778) | (2) |
| Total operating expenses | (593,869) | (6) | (242,360) | (3) | ||
| 6900 | Operating income | 2,327,396 | 23 | 1,869,261 | 19 | |
| 7000 | Non-operating incomes and expenses | 6(21),7 | ||||
| 7100 | Interest income | 126,745 | 1 | 55,138 | 1 | |
| 7010 | Other incomes | 15,815 | - | 21,593 | - | |
| 7020 | Other gains or losses | 94,512 | 1 | 86,311 | 1 | |
| 7050 | Finance costs | (59,814) | - | (172,835) | (2) | |
| 7060 | Share of the profit or loss of associates and joint ventures | 6(5) | 12,205 | - | 5,460 | - |
| Total non-operating incomes and expenses | 189,463 | 2 | (4,333) | - | ||
| 7900 | Income before income tax | 2,516,859 | 25 | 1,864,928 | 19 | |
| 7950 | Income tax expense (income) | 4,5,6(22) | (486,415) | (5) | (360,027) | (4) |
| 8200 | Net income | 2,030,444 | 20 | 1,504,901 | 15 | |
| 8300 | Other comprehensive income | - | - | - | - | |
| 8500 | Total comprehensive income | $2,030,444 | 20 | $1,504,901 | 15 | |
| 8600 | Net income (loss) attributable to: | |||||
| 8610 | Shareholders of the parent | $2,030,428 | 20 | 1,504,894 | 15 | |
| 8620 | Non-controlling interests | 16 | - | 7 | - | |
| $2,030,444 | 20 | $1,504,901 | 15 | |||
| 8700 | Comprehensive income (loss) attributable to: | |||||
| 8710 | Shareholders of the parent | $2,030,428 | 20 | $1,504,894 | 15 | |
| 8720 | Non-controlling interests | 16 | - | 7 | - | |
| $2,030,444 | 20 | 1,504,901 | 15 | |||
| 9750 | Earnings per share-basic (in NTD) | 6(23) | $11.94 | $10.62 | ||
| 9850 | Earnings per share-diluted (in NTD) | 6(23) | $11.93 | $10.61 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | Equity Attributable to Shareholders of the Parent | Non-controlling Interests | Total Equity | ||||
|---|---|---|---|---|---|---|---|---|
| Capital | Capital Surplus | Retained Earnings | Total | |||||
| Legal reserve | Unappropriated Earnings | |||||||
| A1 | Balance as of January 1, 2024 | $1,400,000 | $6,227,689 | $140,593 | $822,473 | $8,590,755 | $2,377 | $8,593,132 |
| B1 | Appropriation and distribution of 2023 earnings:Legal reserve appropriated | 82,248 | (82,248) | - | - | |||
| B5 | Cash dividends-common shares | (420,000) | (420,000) | (420,000) | ||||
| C7 | Changes in associates and joint ventures accounted for using the equity method | (65) | (65) | (65) | ||||
| D1 | Net income for 2024 | 1,504,894 | 1,504,894 | 7 | 1,504,901 | |||
| D3 | Other comprehensive income for 2024 | - | - | - | - | |||
| D5 | Total comprehensive income | - | - | - | 1,504,894 | 1,504,894 | 7 | 1,504,901 |
| E1 | Insurance of common stock in cash | 300,000 | 8,700,000 | 9,000,000 | 9,000,000 | |||
| N1 | Share-based payments | 2,700 | 2,700 | 2,700 | ||||
| Z1 | Balance as of December 31, 2024 | 1,700,000 | 14,930,324 | 222,841 | 1,825,119 | 18,678,284 | 2,384 | 18,680,668 |
| B1 | Appropriation and distribution of 2024 earnings:Legal reserve appropriated | 150,489 | (150,489) | - | - | |||
| B5 | Cash dividends-common shares | (1,020,000) | (1,020,000) | (1,020,000) | ||||
| C17 | Other changes in capital surplus | 92 | 92 | 92 | ||||
| D1 | Net income for 2025 | 2,030,428 | 2,030,428 | 16 | 2,030,444 | |||
| D3 | Other comprehensive income for 2025 | - | - | - | - | |||
| D5 | Total comprehensive income | - | - | - | 2,030,428 | 2,030,428 | 16 | 2,030,444 |
| Z1 | Balance as of December 31, 2025 | $1,700,000 | $14,930,416 | $373,330 | $2,685,058 | $19,688,804 | $2,400 | $19,691,204 |
(The accompanying notes are an integral part of the consolidated financial statements.)
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Century Wind Power Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2025 | 2024 | Code | Items | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| AAAA | Cash flows from operating activities: | BBBB | Cash flows from investing activities: | ||||
| A10000 | Net income before tax | $2,516,859 | $1,864,928 | B00040 | (Acquisition) disposal of financial assets measured at amortized cost | 1,363,516 | (789,704) |
| A20000 | Adjustments: | B01800 | Acquisition of investments accounted for using the equity method | - | (15,357) | ||
| A20010 | Profit or loss not effecting cash flows: | B02700 | Acquisition of property, plant and equipment | (1,138,172) | (1,519,391) | ||
| A20100 | Depreciation (including right-of-use assets) | 1,140,930 | 1,080,323 | B02800 | Disposal of property, plant and equipment | 92 | 87,508 |
| A20200 | Amortized expense | 2,490 | 1,414 | B03700 | (Increase) decrease in refundable deposits | (423,776) | 13,606 |
| A20900 | Interest expense | 59,814 | 172,835 | B04500 | Acquisition of intangible assets | (9,899) | (3,894) |
| A21200 | Interest income | (126,745) | (55,138) | B07500 | Interest received | 140,277 | 49,464 |
| A21900 | Share-based remuneration costs | - | 2,700 | B07600 | Dividend received | 2,375 | - |
| A22300 | Share of the profit or loss of associates and joint ventures | (12,205) | (5,460) | BBBB | Net cash provided by (used in) investing activities | (65,587) | (2,177,768) |
| A22500 | (Gain) loss on disposal of property, plant and equipment | 229 | (607) | ||||
| A30000 | Changes in operating assets and liabilities: | CCCC | Cash flows from financing activities: | ||||
| A31125 | Contract assets | 2,755,594 | (1,521,555) | C00100 | Increase in short-term loans | 1,250,048 | 2,800,451 |
| A31150 | Trade receivables | 247,982 | (55,531) | C00200 | Repayment of short-term loans | (1,040,213) | (4,077,768) |
| A31160 | Trade receivable - related parties | (7,459) | - | C00500 | Increase in short-term notes and bills payable | - | 1,610,000 |
| A31180 | Other receivables | (69,244) | 10,848 | C00600 | Decrease in short-term notes and bills payable | (50,000) | (1,860,000) |
| A31190 | Other receivables - related parties | 103,396 | (104,387) | C01600 | Increase in long-term loans | - | 650,000 |
| A31200 | Inventories | (68,742) | 48,786 | C01700 | Repayments of long-term loans | - | (4,251,246) |
| A31230 | Prepayments | 254,177 | 319,293 | C03100 | Increase (decrease) in guarantee deposits | (36) | 9,694 |
| A31240 | Other current assets | 1,949 | 14,060 | C04020 | Cash payments for the principal portion of the lease liabilities | (183,416) | (179,959) |
| A31990 | Other non-current assets | (6,033) | 6,089 | C04500 | Cash dividends | (1,020,000) | (420,000) |
| A32125 | Contract liabilities | (498,077) | 330,898 | C04600 | Issuance of common stock in cash | - | 9,000,000 |
| A32130 | Notes payable | - | (6,267) | C09900 | Other financing activities | 92 | - |
| A32150 | Trade payable | (546,037) | 370,476 | CCCC | Net cash provided by (used in) financing activities | (1,043,525) | 3,281,172 |
| A32160 | Trade payable - related parties | (302,931) | (269,717) | ||||
| A32180 | Other payables | 135,550 | (21,780) | EEEE | Increase (decrease) in cash and cash equivalents | 3,903,054 | 3,296,475 |
| A32190 | Other payables - related parties | (257,170) | 187,179 | E00100 | Cash and cash equivalents at beginning of period | 4,016,544 | 720,069 |
| A32200 | Provision | 253,545 | 6,300 | E00200 | Cash and cash equivalents at end of period | $7,919,598 | $4,016,544 |
| A32230 | Other current liabilities | (19) | (1,005) | ||||
| A33000 | Cash generated from (used in) operations | 5,577,853 | 2,374,682 | ||||
| A33300 | Interest paid | (59,655) | (177,471) | ||||
| A33500 | Income tax paid | (506,032) | (4,140) | ||||
| AAAA | Net cash provided by (used in) operating activities | 5,012,166 | 2,193,071 |
(The accompanying notes are an integral part of the consolidated financial statements.)
[Annex IV]
CENTURY WIND POWER CO., LTD.
2025 Earnings Distribution Table
| Item | Amount |
|---|---|
| Undistributed earnings at the beginning of the period | 654,629,927 |
| Plus: net profit after tax in 2024 | 2,030,428,004 |
| Less: 10% as legal reserve | (203,042,800) |
| Earnings available for distribution this year | 2,482,015,131 |
| Allocation items | |
| Dividend to shareholders - cash dividend (NT$86 per share) | 1,360,000,000 |
| Unappropriated retained earnings | 1,122,015,131 |
Note 1: The distribution of earnings shall be started from the distributable earnings in 2025.
Note 2: The current cash dividend is calculated according to the distribution proportion up to NT$1, and the amount less than NT$1 is rounded off. The fractions are included in the Company's other income.
Chairman: Lai Wen-Hsiang
Manager: Lin Ming-Cheng
Accounting Officer: Wang Jin-Huo
[Annex V]
CENTURY WIND POWER CO., LTD.
Comparison Table of "Articles of Incorporation" Before and After Amendment
| Article amended | Article after amendment | Original article | Explanation of amendment |
|---|---|---|---|
| Article 2 | The businesses of the Company are as follows: | ||
| 1. CC01010 Power generation, transmission and distribution machinery manufacturing | |||
| 2. CB01010 Mechanical Equipment Manufacturing | |||
| 3. IG03010 Energy Technical Services | |||
| 4. CA01050 Steel secondary processing | |||
| 5. CA02010 Manufacture of Metal Structure and Architectural Components | |||
| 6. CA01030 Iron and Steel Casting | |||
| 7. CA02060 Metal Containers Manufacturing | |||
| 8. F106010 Wholesale of Hardware | |||
| 9. F111090 Wholesale of Building Materials | |||
| 10. F401010 International Trade | |||
| 11. E599010 Piping Engineering | |||
| 12. E604010 Machinery Installation | |||
| 13. EZ99990 Other Engineering | |||
| 14. F199990 Other Wholesale Trade | |||
| 15. G406061 Harbor Cargoes Forwarding Services | |||
| 16. H701020 Industrial Factory Development and Rental | |||
| 17. H701060 New Towns, New Community Development. | |||
| 18. H703090 Real Estate Business | |||
| 19. H703100 Real Estate Leasing | |||
| 20. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. | The businesses of the Company are as follows: | ||
| 1. CC01010 Power generation, transmission and distribution machinery manufacturing | |||
| 2. CB01010 Mechanical Equipment Manufacturing | |||
| 3. IG03010 Energy Technical Services | |||
| 4. CA01050 Steel secondary processing | |||
| 5. CA02010 Manufacture of Metal Structure and Architectural Components | |||
| 6. CA01030 Iron and Steel Casting | |||
| 7. CA02060 Metal Containers Manufacturing | |||
| 8. F106010 Wholesale of Hardware | |||
| 9. F111090 Wholesale of Building Materials | |||
| 10. F401010 International Trade | |||
| 11. E599010 Piping Engineering | |||
| 12. E604010 Machinery Installation | |||
| 13. EZ99990 Other Engineering | |||
| 14. F199990 Other Wholesale Trade | |||
| 15. G406061 Harbor Cargoes Forwarding Services | |||
| 16. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. | Business items added to meet the Company's operational needs. | ||
| Article 14 | The Company has five to nine seats of directors for a term of three years. The Company adopts the candidate nomination system for the election of directors, and the shareholders' meeting shall elect the directors from a list of candidates. The directors may be re-elected for the next term. The nomination and election of directors and other matters to be complied with, the requirements of | The Company has five to nine seats of directors for a term of three years. The Company adopts the candidate nomination system for the election of directors, and the shareholders' meeting shall elect the directors from among those who are capable. The directors may be re-elected for the next term. The nomination and election of directors and other matters to be complied with, the requirements of | Amendment made on par with Article 192-1 of the Company Act |
| Article amended | Article after amendment | Original article | Explanation of amendment |
|---|---|---|---|
| the competent authority shall be observed. | |||
| Paragraphs 2 to 5 (omitted) | of the competent authority shall be observed. | ||
| Paragraphs 2 to 5 (omitted) | |||
| Article 22-1 | The Company may distribute profits or cover losses at the end of each semi-annual fiscal period. The Board of Directors shall prepare statements and proposals as outlined in Article 19 and submit them to the Board for resolution according to legal procedures. | ||
| When distributing the earnings mentioned in the preceding paragraph, the Company shall first estimate and reserve remuneration for employees and directors, taxes payable, make up for any losses, and appropriate legal reserve in accordance with the law. However, when the legal reserve has reaches the amount of paid-in capital, no further allocation is required. If such earnings are distributed in cash, the distribution shall be resolved by the Board of Directors. If distribution is made through the issuance of new shares, the distribution shall be resolved by the shareholders’ meeting. | (newly added) | Amendment to the Company's dividend policy | |
| Article 25 | (omitted) | ||
| The 9th amendment was made on May 26, 2025 | |||
| The 10th amendment was made on June 12, 2026. | (omitted) | ||
| The 9th amendment was made on May 26, 2025 | The amendment date and number are added. |
35
[Annex VI]
List of Director Candidates
| Category | Name | Major education and experience | Current position | Number of shares held |
|---|---|---|---|---|
| Director | Century Iron & Steel Industrial Co, Ltd. Representative: Lai, Wen-Hsiang | Graduated from junior high Century Iron & Steel Industrial Co., Ltd. General Manager | Corporate Chairman, Century Iron & Steel Industrial Co, Ltd. Chairman, Century Huaxin Wind Energy Co., Ltd. Century Heavy Industry International Co., Ltd. Director Century International Investment Co., Ltd. Director Myanmar Century Steel Structure. Ltd. Director CHINESE MYANMAR INVESTMENT CO., LTD. Director Director, Shiangfeng Investment Co., Ltd. Director, Shiangding Investment Co., Ltd. Chairman, Century Green Energy Vocational Senior High School | 100,502,184 shares |
| Director | Lai Hsuan-Fen | Bachelor, Department of Chemical Engineering and Material Science, National Central University Chief Commercial Officer, Century Bladt Foundations Co., Ltd. Business and finance manager, Taiwan Generations Corporation | Deputy General Manager, Business Department, Century Wind Power Co., Ltd. | 100,000 shares |
| Director | Lai Huei-Hua | Bachelor, Department of Accounting, Shih Chien University Master, Business Administration, University of Leicester, U.K. Audit team leader, Deloitte Taiwan | Special Assistant to Chairman, Century Wind Power Co., Ltd. | 1,272,623 shares |
| Category | Name | Major education and experience | Current position | Number of shares held |
|---|---|---|---|---|
| Director | Tseng Ming-Shan | Graduated from junior highDirector and General Manager, Hsin Kuang Steel Company Limited | Director and General Manager, Hsin Kuang Steel Company LimitedChairman, Hsin Hua Steel Industry Co., Ltd.Director, Han-De Investment Co., Ltd.Director, Xinqing International Co., Ltd.Director, Hui-Rong Social Welfare and Charity Foundation, New Taipei CityDirector, Nvirolink CorporationDirector, Yuan Shenge International Co., Ltd. | 57,000 shares |
| Director | Lai Chun-Yu | Bachelor of Financial and Economic Law, Ming Chuan UniversitySpecial Assistant to Chairman, Century Wind Power Co., Ltd. | Special Assistant to Chairman, Century Wind Power Co., Ltd. | 3,934,622 shares |
| Director | Chuang Chien-Hung | Department of Civil Engineering, National Ilan College of Agriculture and TechnologyDepartment of Construction Engineering, National Taiwan University of Science and TechnologyInternational Welding Engineer (IWE)Executive Vice President, Oscar TechnologyManager, Procurement and Issuance Department, Century Wind Power Co., Ltd. | Century Huaxin Wind Energy Co. LTD. Director | 188,862 shares |
| Independent Director | Shi Mao-Lin | Department of Law, National Taiwan UniversityHonorary PhD in Law, Woosuk UniversityChief Prosecutor, Taiwan Taipei District CourtChief Prosecutor, Taiwan Kaohsiung District CourtChief Prosecutor, Taiwan Taoyuan District CourtAdjunct Associate Professor, Professor, Honorary Professor, and Distinguished Professor, Feng Chia University, Providence University, China Medical University, Chung Shan Medical University, and National Chung Hsing University | Honorary Seminar Professor, Department of Financial and Economic Law, Asia UniversityDirector, SuperAlloy Industrial Co., Ltd.Independent Director, HCM Co., Ltd.Chairman, Fu-De SuperAlloy Social Welfare Benevolence Foundation, Yunlin CountyChairman, Da-Du-Shan Industry Innovation Foundation | 0 shares |
| Category | Name | Major education and experience | Current position | Number of shares held |
|---|---|---|---|---|
| Independent Director | Huang Chong-Chou | Bachelor, Department of Electronic Engineering, Chung Yuan Christian University Master of Computer Science and Engineering, National Chiao Tung University Ph.D. In Science and Information Engineering, National Chiao Tung University Chairman, Taiwan Power Co., Ltd. Administrative Deputy Minister, MOEA CEO and Vice Chairman, Department of State-owned Enterprise Affairs, MOEA Deputy Director-General and Director, Department of Industrial Technology, MOEA Honorary Professor, Chung Yuan Christian University | Director, Sun, Yun-Hsuan Foundation Director, Chung Yuan Christian University Director, San Lien Technology Education Foundation Independent Director, UPC Technology Corporation Independent Director, Waffer Technology Corporation | 0 shares |
| Independent Director | Huang Po-Yi | Bachelor of Economics, National Taiwan University Master/Doctor of Economics, National Chung Hsing University Professor, Department of Finance and Dean, College of Management, Shih Chien University Principal, Taiwan Academy of Banking and Finance Chairman, Taiwan Business Bank | Professor, Department of Finance, Chihlee Institute of Technology Managing Director, COTA Commercial Bank Independent Director, Power Master Energy Co., Ltd. Chairman, Association of Financial Business Research and Development | 1,192 shares |
[Annex VII]
Century Wind Power Co., Ltd.
List of Other Positions Held by Director Candidates
| Name | Concurrent position |
|---|---|
| Lai Wen-Hsiang | Chairman, Century Iron & Steel Industrial Co, Ltd. |
| Chairman, Century Huaxin Wind Energy Co., Ltd. | |
| Director, Century Heavy Industry International Co., Ltd. | |
| Director, Century International Investment Co., Ltd. | |
| Director, Myanmar Century Steel Structure. Ltd. | |
| Director, Chinese Myanmar Investment Co., Ltd. | |
| Tseng Ming-Shan | Director and General Manager, Hsin Kuang Steel Company Limited |
| Chairman, Hsin Hua Steel Industry Co., Ltd. | |
| Director, Han-De Investment Co., Ltd. | |
| Director, Xinqing International Co., Ltd. | |
| Director, Nvirolink Corporation | |
| Director, Yuan Shenge International Co., Ltd. | |
| Chuang Chien-Hung | Director, Century Huaxin Wind Energy Co. LTD. |
| Shi Mao-Lin | Director, SuperAlloy Industrial Co., Ltd. |
| Independent Director, HCM Co., Ltd. | |
| Huang Chong-Chou | Independent Director, UPC Technology Corporation |
| Independent Director, Waffer Technology Corporation | |
| Huang Po-Yi | Independent Director, Power Master Energy Co., Ltd. |
[Appendix I]
CENTURY WIND POWER CO., LTD.
Rules of Procedure of Shareholders’ Meetings
Article 1 In order to establish a good shareholders’ meeting governance system, improve the supervision function and strengthen the management function of the company, the rules are formulated in accordance with Article 5 of the “Corporate Governance Best-Practice Principles for TWSE/TPEx-listed Companies” for compliance.
Article 2 Unless otherwise provided by laws or the articles of association, the rules of procedure of the shareholders’ meeting of the company shall be handled in accordance with the provisions of these rules.
Article 3 Unless otherwise provided in laws and regulations, the shareholders’ meeting of the company shall be convened by the board of directors.
Unless otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company, if convenes a shareholders’ meeting with video conferencing, shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders’ meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The Company shall, 30 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, prepare an electronic file containing the notice of the shareholders’ meeting, the form of the power of attorney, the relevant recognition cases, discussion cases, selection or dismissal of directors, and reasons and explanations of the proposals, and transmit it to the MOPS. The Company shall also, 21 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, prepare an electronic file containing the handbook and supplementary information of the shareholders’ meeting, and transmit it to the MOPS. 15 days before the shareholders’ meeting, the company shall make available the handbook and supplementary information of the meeting for the shareholders to read at any time; the company shall also have them displayed at the company and the professional stock affairs agency appointed by the company. The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
I. For physical shareholders meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform holds a video conference, it shall upload the video to the video conference platform.
The meeting notice and announcement shall state the convening reason; if agreed by the counterparty, the meeting notice may be delivered electronically.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new
40
shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
The proposal proposed by a shareholder is limited to 300 words, and those proposal exceeding 300 words will not be included in the agenda; the proposing shareholder shall either attend the general shareholders' meeting personally or entrust an agent to attend, and participate in the discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. For shareholders' proposals not included in the agenda, the board of directors shall explain the reasons for non-inclusion.
Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization. The shareholders may, for each shareholders' meeting, issue a power of attorney printed by the company with the scope of authorization specified, and entrust an agent to attend the shareholders' meeting.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, the above does not apply if a declaration is made on the revocation of the entrustment previously delivered.
After the power of attorney is delivered to the company, if the shareholder wishes to attend the shareholders' meeting personally or wishes to exercise the voting right in writing or electronically, a notice of revocation shall be delivered to the company in writing two days before the date of the shareholders' meeting; if the power of attorney is cancelled after the time limit, the voting right exercised by the entrusted
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agent shall prevail.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5 Principles determining the time and place of a shareholders meeting
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
Article 6 Preparation of documents such as the attendance book
The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts.
Shareholders completing registration will be deemed as attend the shareholders meeting in person.
The shareholder shall attend the shareholders' meeting on the basis of the attendance card, sign-in card or other attendance certificates. The company shall not arbitrarily add other supporting documents to the certification documents based on which the shareholders attend the meeting. The solicitor of the power of attorney shall carry an identity certificate for verification.
The company shall have a sign-in book for the attending shareholders to sign in, or the attending shareholders may submit their sign-in cards for signing in.
The Company shall deliver the meeting handbook, annual report, attendance card, speech slip, voting ballots and other meeting materials to the shareholders present at the shareholders' meeting; if there is a re-election of directors, the electing ballots shall also be attached.
When the government or a corporate is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a corporate is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date. In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
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Article 6-1 To convene a virtual shareholders meeting, particulars to be specified in the shareholders meeting notice
To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
I. How shareholders attend the virtual meeting and exercise their rights.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(II) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(III) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(IV) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
III. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.
Article 7 The chair and non-voting participants of a shareholders meeting
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic
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person director that serves as chair. The chairman shall preside over the shareholders' meeting convened by the board of directors. It is advised that more than half of the directors of the board shall attend the meeting in person, and at least one member of each functional committee shall attend the meeting. The attendance status shall be recorded in the minutes of the shareholders' meeting.
If the shareholders' meeting is convened by a person who has the right to convene the meeting other than a member of the board of directors, the meeting chairperson shall be the convener. If there are more than two conveners, one shall be elected as the meeting chairperson.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8 Documentation of a shareholders meeting by audio or video
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The audio and video recording data mentioned in the preceding paragraph shall be kept for at least one year. However, if any shareholder brings a lawsuit in accordance with Article 189 of the Company Act, the data shall be kept until the end of the lawsuit.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one
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month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 10 If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda).
The provisions of the preceding paragraph shall apply mutatis mutandis to the shareholders' meeting if it is convened by a person has right to convene.
Before the end of the proceedings (including extemporary motions) in the two paragraphs above, the chairperson shall not announce the meeting adjourned without a resolution; if the chairperson violates the rules of procedure and declares the meeting adjourned, the other members of the board of directors shall promptly assist the attending shareholders to follow the legal procedure to select a person as the chairperson with the consent of the shareholders holding more than half of the votes present, and continue the meeting.
The chairperson shall give the opportunity for a full explanation and discussion of the amendment or extemporary motion proposed by the shareholder. If the chairperson thinks that the time for voting is reached, they may announce that the discussion is suspended and the proposal is submitted for voting, and arrange sufficient time for voting.
Article 11 Shareholder speech
Before their speech, the attending shareholder shall fill in the speech slip specifying the gist of the speech, the shareholder's account number (or attendance number) and the account name, and the chairperson shall determine the order of their speeches.
If the shareholder only submits the speech slip but did not speak, it shall be deemed that they have not made a speech. If the content of the speech does not conform to that of the speech slip, the content of the speech shall prevail.
For the same proposal, each shareholder shall not speak more than twice without the consent of the chairperson, and each speech shall not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When a shareholder speaks, other shareholders shall not speak to interfere unless the approval of the chairperson and the speaker is obtained. The chairperson shall stop those who violate the above.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply. As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the
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scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12 Calculation of voting shares and recusal system
Attendance at shareholders meetings shall be calculated based on the number of shares.
The number of shares of non-voting shareholders shall not be counted into the total number of issued shares in the resolution of the shareholders' meeting.
When a shareholder has personal interests in items at the meeting which may cause harmful results to the interests of the company, they shall not participate in the voting and shall not exercise voting rights on behalf of other shareholders.
The number of shares that may not exercise voting rights referred to in the preceding paragraph shall not be counted in the number of voting rights of the shareholders present.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting rights represented by them shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting rights shall not be counted.
Article 13 Each shareholder has one voting right per share, but this does not apply to those who are restricted or have no voting rights as specified in Article 179, paragraph 2 of the Company Act.
When the company holds a shareholders' meeting, it shall have the voting rights exercised by electronic means or in writing; when the voting rights are exercised in writing or by electronic means, the exercise method shall be specified in the notice of the shareholders' meeting. The shareholders who exercise the voting rights in writing or by electronic means shall be deemed to attend the shareholders' meeting in person. However, for extemporary motions and amendments to the original motions of the shareholders' meeting, such shareholders shall be deemed to have waived their voting rights; therefore, the company should avoid extemporary motions and amendments to the original motions. If the voting rights are exercised in writing or by electronic means as in the preceding paragraph, the intention of said expression shall be delivered to the company two days before the shareholders' meeting. If the intention is repeated, the first one delivered shall prevail. However, the above does not apply if a declaration is made on the revocation of the intention previously delivered.
After the shareholder exercises the voting right in writing or by electronic means, if they want to attend the shareholders' meeting in person, they shall make a revocation of the intention previously delivered in the same manner as the revocation of the voting intention in the previous paragraph two days before the shareholders' meeting; if the revocation is made after the deadline, the voting right exercised in writing or by electronic means shall prevail. If the voting right is exercised in writing or by electronic means and the agent entrusted via a power of attorney is present at the shareholders' meeting, the voting right of the entrusted agent shall prevail.
Unless otherwise provided by the Company Act or the Articles of Incorporation, a proposal shall be approved with the consent of more than half of the voting rights of the shareholders present. When voting, the chairperson or their designated personnel shall announce the total number of voting rights of the shareholders present, and the shareholders shall then vote on the proposals one by one. The results of shareholders' consent, objection and waiver shall be entered on the MOPS on the same day after the shareholders' meeting.
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When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to the vote. If one of the proposals is approved, the other proposals shall be deemed to be rejected and no more voting shall be needed.
The persons who supervise and calculate the votes on proposals shall be appointed by the chairperson, but the vote supervisor shall have the status of shareholder.
The vote counting operation of voting or election at the shareholders’ meeting shall be conducted in a public place of the venue of the shareholders’ meeting, and the voting results, including the number of voting rights, shall be announced on the spot after the completion of the counting and recorded accordingly.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received. The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the monitoring personnel and properly kept for at least one year. However, if any shareholder brings a lawsuit in accordance with Article 189 of the Company Act, the data shall be kept until the end of the lawsuit.
Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of the minutes may be done electronically.
For the distribution of minutes referred to in the preceding paragraph, the company may enter the minutes on the MOPS for public announcement. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by
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each candidate in the event of an election of directors. The minutes shall be kept permanently for the duration of the existence of the company.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16 Public disclosure
On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 Maintaining order at the meeting place
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The meeting staff of the shareholders' meeting shall wear identification cards or armbands.
The chair may command the picket or security personnel to assist in maintaining the order of the meeting venue. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
If sound amplification equipment is available at the meeting venue, the chairperson may stop shareholders from speaking if they speak on equipment not prepared by the company.
If a shareholder violates the rules of procedure and fails to comply with the chairperson's correction, and hinders the meeting from proceeding, the chairperson may direct the picket or the security personnel to ask them to leave the meeting venue.
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Article 18 Recess and resumption of a shareholders meeting
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
The shareholders’ meeting may, in accordance with Article 182 of the Company Act, decide to postpone or resume the meeting within five days.
Article 19 Disclosure of information at virtual meetings
In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 Location of the chair and secretary of virtual-only shareholders meeting
When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21 Handling of disconnection
In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. When the Company convenes a hybrid
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shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on the meeting agenda of that shareholders meeting. When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 22 Handling of digital gap
When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.
Article 23 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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[Appendix II]
Articles of Incorporation of Century Wind Power Co., Ltd. (Before and Amendment)
Chapter 1 General Provisions
Article 1 The Company is organized in accordance with the Company Act and is named Century Wind Power Co., Ltd. The English name of the company is Century Wind Power Co., Ltd.
Article 2 The businesses of the Company are as follows:
- CC01010 Power generation, transmission and distribution machinery manufacturing
- CB01010 Mechanical Equipment Manufacturing
- IG03010 Energy Technical Services
- CA01050 Steel secondary processing
- CA02010 Manufacture of Metal Structure and Architectural Components
- CA01030 Iron and Steel Casting
- CA02060 Metal Containers Manufacturing
- F106010 Wholesale of Hardware
- F111090 Wholesale of Building Materials
- F401010 International Trade
- E599010 Piping Engineering
- E604010 Machinery Installation
- EZ99990 Other Engineering
- F199990 Other Wholesale Trade
- G406061 Harbor Cargoes Forwarding Services
- ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company has established its head office in New Taipei City. If necessary, it may set up branches at home and abroad by resolution of the board meeting. The cancellation or relocation of its branches shall be handled by resolution of the board meeting.
Article 4 The announcement method of the company shall be in accordance with the Company Act and other relevant laws and regulations.
Chapter 2 Shares
Article 5 The total capital of the company is NT$2 billion, divided into 200 million shares, at NT$10 per share. The board meeting is authorized to issue the shares in installments.
Article 5-1 If the company transfers its shares to its employees at a price lower than the average price of the shares actually repurchased, or issues employee stock option certificates with a stock option price lower than the closing price (net value per share) of the ordinary shares of the company on the issue date, it shall be approved in the shareholders' meeting attended by shareholders representing more than half of the total number of shares issued, and the motion shall be approved by more than two-thirds of the voting rights of the shareholders present.
Article 6 The targets of the company's transfer of treasury shares purchased, the employees who subscribe to new shares when issuing, and the targets for issuing new shares
with restricted employee rights including employees of controlling or subordinate companies who meet the conditions of “Regulations for Employees’ Share Subscription.”
Article 7 The shares of the company are all registered, and they are signed or sealed by the director representing the company and issued after being certified in accordance with the law. The printing of share certificates may be exempt for shares issued by the company, but registration with a central securities depository institution is required.
Article 8 The transfer of ownership of shares shall be suspended within 60 days before the general shareholders’ meeting, 30 days before the extraordinary shareholders’ meeting, or five days before the benchmark date on which the company decides to distribute dividends and other benefits.
Article 8-1 Unless otherwise provided by laws and regulations, the stock affairs of the company shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
Chapter 3 Shareholders’ Meeting
Article 9 The shareholders’ meeting is divided into general meetings and extraordinary meetings. The general meeting shall be convened at least once a year by the board of directors within six months after the end of each fiscal year. The extraordinary meeting shall be convened in accordance with the law when necessary.
Article 9-1 The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority. Where the competent authority otherwise requires differently for the conditions, operating procedures and other matters to be complied with for the virtual shareholders’ meeting, such requirement shall prevail.
Article 10 If a shareholder is unable to attend the shareholders’ meeting for some reason, he may issue a power of attorney printed by the company to specify the scope of authorization, and sign or seal it and entrust an agent to attend. In addition to the provisions of Article 177 of the Company Act, the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority shall apply. When a shareholders’ meeting is held, electronic means shall be listed as one of the channels for exercising voting rights. Shareholders who exercise their voting rights by electronic means shall be deemed to attend the shareholders’ meeting in person, and the relevant matters shall be handled in accordance with laws and regulations.
Article 11 Unless otherwise stipulated or restricted by laws and regulations, each shareholder of the company has one voting right per share.
Article 12 On the resolution of the shareholders’ meeting, unless otherwise provided by the Company Act, the shareholders’ meeting shall be attended by shareholders representing more than half of the total number of shares issued, and the motion shall be approved by more than half of the voting rights of the shareholders present.
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Article 13 The resolutions of the shareholders' meeting shall be recorded in the minutes, signed or sealed by the chairperson, and distributed to all shareholders within 20 days after the meeting. The production, distribution, recorded contents and retention period of the minutes shall be in accordance with the Company Act and relevant laws and regulations.
Chapter 4 Directors and Audit Committee
Article 14 The Company has five to nine seats of directors for a term of three years. The Company adopts the candidate nomination system for the election of directors, and the shareholders' meeting shall elect the directors from among those who are capable. The directors may be re-elected for the next term. The nomination and election of directors and other matters to be complied with, the requirements of the competent authority shall be observed.
Among the directors mentioned in the preceding paragraph, the number of independent directors shall not be less than three, and shall not be less than one-third of the seats of directors. The system of candidate nomination shall be adopted, and the shareholders' meeting shall elect them from the list of candidates for independent directors. The professional qualifications, shareholding, part-time job restriction, identification of independence and nomination method of independent directors and other matters to be followed shall comply with the regulations issued by the competent securities authority. Matters relating to the acceptance and announcement of the nomination of director candidates shall be handled in accordance with relevant laws and regulations.
The cumulative voting system is adopted in the election of directors of the company. Each share has the same voting right as the number of directors to be elected. The voting rights may be given to only one person, or allocated among several persons. The person with more voting rights shall be elected as a director. During the term of office of the director, the company may be liable for compensation in accordance with the law in respect of the scope of their business. The company may, by resolution of the board meeting, purchase liability insurance for the director during their term of office.
Article 14-1 The board of directors of the Company may set up other functional committees, whose membership, exercise of powers and related matters shall be handled in accordance with relevant laws and regulations, and shall be separately prescribed by the board of directors.
The Company shall set up an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of all independent directors with no less than three members; one of the members shall be the convener, and at least one shall have accounting or financial expertise. The audit committee and its members shall be responsible for the implementation of the functions and powers of supervisors as prescribed by the Company Act, the Securities and Exchange Act and other laws and regulations.
Article 15 The board of directors is organized by directors; the chairman shall be elected in a board meeting attended by more than two-thirds of the directors and approved by more than half of the directors present. One vice Chairman may be elected in the same manner. The chairman represents the Company externally. When the chairman is on leave or unable to exercise their powers for some reason, their deputy shall be the vice chairman or other director, as specified in Article 208 of the Company Act. Directors shall attend the board meeting in person. If a director
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cannot attend in person, they may issue a power of attorney and list the scope of authorization concerning the reason for convening the meeting, and entrust other directors to attend the meeting on their behalf in accordance with the law. The above-mentioned agent appointment is limited to one person only. A board meeting may be held via video conferencing, and the directors who participate in the meeting via video conferencing shall be deemed to be present in person.
Article 15-1
Other than the first board meeting of each term of directors which shall be convened in accordance with Article 203 of the Company Act, the other board meetings shall be convened by the chairman of the board who shall also act as the chairman of the meetings. Unless otherwise specified in the Company Act, the resolution of the board meeting shall be adopted in a board meeting attended by more than half of the directors and approved by more than half of the directors present. Resolutions of the board meeting shall be recorded in the minutes and handled in accordance with the provisions of Article 207 of the Company Act, and the provisions of Article 183 of the same law shall apply mutatis mutandis.
Article 15-2
The convening of the board meeting shall be conducted in accordance with the Company Act and shall be notified in writing, by e-mail or by fax.
Article 16 (Deleted)
Article 17
The board meeting is authorized to decide the remuneration of all the directors of the company, in accordance with the extent of their participation in the company’s operation and the value of their contribution, while taking into account the general remuneration level of the same industry at home and abroad.
Chapter 5 Managers
Article 18
The Company may set up the positions of managerial officers, whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article 18-1
The general manager of the Company, with the authorizations from the Board and chairman, takes charge of the Company’s business, while supervising, implementing and managing the Company’s operations, with the power to sign within the authorized scope.
Chapter 6 Accounting
Article 19
The accounting year of the company is from January 1 to December 31 of each year. At the end of each accounting year, the board of directors shall prepare the following statements and submit them to the general shareholders’ meeting for recognition.
(I) Business report
(II) Financial statements
(III) Earnings distribution table or motion to make up for losses
Article 20
When the Company makes a profit in the year, it shall contribute no more than 2.5% as the directors’ remuneration and no less than 0.5% as the employees’ remuneration as required by laws, which shall be resolved by a special resolution of the Board meeting and reported to the shareholders’ meeting. Provided that, where the Company still has accumulated losses, the amount to offset the losses shall be set aside in advance.
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In the total amount of employees' remuneration as mentioned in the preceding paragraph, no less than 50% of the total amount shall be distributed as remuneration to the non-executive employees.
Employees' remuneration may be paid in stock or cash, and the target of payment may include employees of controlled or subordinate companies who meet certain conditions.
Article 21 If there are earnings in the annual final accounts of the Company, after paying taxes according to law and making up for the cumulative loss, 10% of the balance shall be allocated as the legal reserve. However, no further allocation is required when the legal reserve reaches the paid-in capital of the Company. After the special reserve is allocated or reversed according to the law or the provisions of the competent authority, the remaining balance shall be the distributable earnings of the current year. The Board of Directors shall draw up an earnings distribution proposal based on the distributable earnings of the current year plus the accumulated undistributed earnings of the previous year, and submit it to the shareholders' meeting for resolution on the distribution of dividends to shareholders.
Article 22 The Company is in a stage of growth, and the dividend policy is based on the Company's different stages of operations and development, profitability, future operations and development plans, changes in the investment environment and industrial environment, while taking into account factors such as the interests of shareholders and the Company's long-term financial planning. Each year, the Company allocates no less than a certain proportion of the distributable earnings of the current year as the dividend to shareholders, and may adopt the form of stock dividend or cash dividend as appropriate. The ratio of cash dividend shall not be less than 10% of the total dividend. However, the above is not applicable if the resolution of the Board meeting is to not distribute earnings and the approval of the shareholders' meeting is obtained.
If the Company distributes all or part of the dividend and bonus in the form of cash, the authorizing Board meeting shall be attended by more than two-thirds of the directors and the resolution passed by more than half of the directors present, and the resolution shall be reported to the shareholders' meeting.
Chapter 7 Supplementary Provisions
Article 23 The company's external reinvestment may exceed 40% of its paid-in capital, and the board of directors is authorized to execute such investment.
Article 23-1 The company may provide external endorsement and guarantee required for its business or investment, and its operations shall be handled in accordance with the relevant provisions of the competent authority.
Article 24 Matters not prescribed in these articles of association shall be handled in accordance with the Company Act and other laws and regulations.
Article 25 The articles of association were established on April 26, 2017
The 1st amendment was made on September 26, 2017
The 2nd amendment was made on June 28, 2019
The 3rd amendment was made on June 5, 2020
The 4th amendment was made on November 4, 2020
The 5th amendment was made on May 28, 2021
The 6th amendment was made on June 24, 2022.
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The 7th amendment was made on September 28, 2022
The 8th amendment was made on May 31, 2024
The 9th amendment was made on May 26, 2025
[Appendix III]
CENTURY WIND POWER CO., LTD.
Procedures for Election of Directors
Article 1 Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 2 The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
I. Basic requirements and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
I. The ability to make judgments about operations.
II. Accounting and financial analysis ability.
III. Business management ability.
IV. Crisis management ability.
V. Knowledge of the industry.
VI. An international market perspective.
VII. Leadership ability.
VIII. Decision-making ability.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.
The board of directors of the Company shall consider adjusting its composition based on the results of performance evaluation.
Article 3 (Deleted)
Article 4 The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
Article 5 Elections of both directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company's articles of incorporation, the Company
shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Article 6 The cumulative voting system is adopted in the election of directors of the company. Each share has the same voting right as the number of directors to be elected. The voting rights may be given to only one person, or allocated among several persons.
Article 7 Any person with the right to convene shall prepare separate ballots for directors in numbers corresponding to the directors be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8 The number of directors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 9 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by a person with the right to convene, and publicly checked by the vote monitoring personnel before voting commences.
Article 10 The voter shall specified the name or account name of the candidate on the ballot. However, if the candidate is a government agency or a corporate shareholder, the name of the government agency or the corporate shareholder shall be specified in the field of candidate, or the name of such government agency or the corporate shareholder, and the name of their representatives. If there are multiple representatives, please specify the names of the representatives.
Article 11 A ballot is invalid under any of the circumstances at the left:
I. The ballot was not prepared by a person with the right to convene.
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The candidate whose name is entered in the ballot does not conform to the director candidate list.
V. Other words or marks are entered in addition to the account name or name of the candidate.
VI. Two or more candidates are entered in one single ballot.
Article 12 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors
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and the numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the monitoring personnel and properly kept for at least one year. However, if any shareholder brings a lawsuit in accordance with Article 189 of the Company Act, the data shall be kept until the end of the lawsuit.
Article 13 (Deleted)
Article 14 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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[Appendix IV]
CENTURY WIND POWER CO., LTD.
Shareholding of directors
As of the book-close date of the extraordinary shareholders' meeting (April 14, 2026), the shareholding status of individual and all directors recorded in the shareholders' register is as follows:
| Position | Name | Number of shares held | Shareholding ratio % |
|---|---|---|---|
| Chairman | Century Iron & Steel Industrial Co, Ltd. Representative: Lai Wen-Hsiang | 100,502,184 | 52.34 |
| Vice Chairman | Chen Kuo-Chin | 5,000 | 0.00 |
| Director | Yi-Chiu Chemical Engineering Co., Ltd. Representative: Chin Chia-Hong | 447,864 | 0.23 |
| Director | Tseng Ming-Shan | 57,000 | 0.03 |
| Director | Lai Huei-Hua | 1,272,623 | 0.66 |
| Director | Lai Hsuan-Fen | 100,000 | 0.05 |
| Independent Director | Shi Mao-Lin | 0 | 0.00 |
| Independent Director | Huang Chong-Chou | 0 | 0.00 |
| Independent Director | Huang Po-Yi | 1,192 | 0.00 |
| Number of shares held by all directors | 102,385,863 | 53.33 |
Note 1: Total number of shares issued on April 14, 2026: 192,000,000 shares.
Note 2: The minimum number of shares to be held by all directors is 11,520,000. As of April 14, 2026, the number of shares held by all directors is 102,285,863.