Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

DA-CIN AGM Information 2026

May 21, 2026

52144_rns_2026-05-21_1bf575c9-5bdd-46fa-a990-51003d32703a.pdf

AGM Information

Open in viewer

Opens in your device viewer

IMC

Stock Code:2535

http://www.dacin.com.tw

http://mops.twse.com.tw

Dacin Construction Co., Ltd.

2026 Annual Shareholders’ Meeting
Handbook

Date: June 9, 2026

Location: 2F, No. 1, Sec. 5, Xinyi Road, Taipei, Taiwan
Taipei International Convention Center

Convening Format: Physical Shareholders' Meeting.


Table of Contents

I. Agenda ... 1
II. Matters to Report ... 2
III. Matters for Approval ... 4
IV. Matters of election ... 6
V. Other Matters ... 7
VI. Extraordinary Motions ... 7

Attachments

  1. Business Report ... 8
  2. Audit Committee Review Report ... 10
  3. 2025 Individual Financial Statements and Independent Auditor’s Report ... 11
  4. 2025 Consolidated Financial Statements and Independent Auditor’s Report ... 22
  5. Issuance of the Corporate Bonds ... 32
  6. List of Director Candidates Nominated by the Board for the Year 2026 ... 33
  7. Details of Release from Non-Compete Restrictions ... 36

Appendix

  1. Articles of Incorporation ... 37
  2. Rules Governing the Conduct of Shareholders Meetings ... 42
  3. Procedures for Election of Directors ... 48
  4. Status of the Shareholding of Directors ... 49
  5. Information of Employee Compensation and Directors’ Remuneration ... 50
  6. Other Matters ... 50

Dacin Construction Co., Ltd. | 2026 Annual Shareholders' Meeting Meeting Agenda

  1. Date and Time: 9:00 AM, Tuesday, June 9th, 2026
  2. Convening Format: Physical Shareholders' Meeting
  3. Location: 2F, No.1, Sec. 5, Xinyi Road, Taipei, Taiwan
  4. Convening Procedures:
    (1). Call to Order
    (2). Chair-Person Takes His/her Seat
    (3). Chairman's Address
    (4). Matters to Report
  5. 2025 Business Report.
  6. Review of the FY2025 Closing Report by the Audit Committee.
  7. Distribution of remuneration to employees and Board of Directors in 2025.
  8. Report on the status of Secured Corporate Bonds.
  9. Report on the distribution of cash dividends from retained earnings for the fiscal year 2025.
    (5). Matters for Approval
  10. Adoption of the 2025 Business Report and Financial Statements.
  11. Approval of the 2025 Retained Earnings Distribution Plan.
    (6). Matters of election
  12. Proposal to conduct a full re-election of seven directors (including three independent directors) of the Company's 13th Board of Directors.
    (7). Other Matters
  13. Proposal to release the newly elected directors of the Company from non-compete restrictions.
    (8). Extraordinary Motions
    (9). Adjournment

  14. 1 -


Matters to Report

  1. 2025 Business Report

Note: 1. The Company's consolidated operating revenue for 2025 amounted to NT$22,072,399 thousand, representing an increase of NT$7,382,206 thousand compared with consolidated operating revenue of NT$14,690,193 thousand in the prior year. Stand-alone operating revenue amounted to NT$19,380,688 thousand, an increase of NT$4,861,074 thousand compared with stand-alone operating revenue of NT$14,519,614 thousand in the prior year. Net profit attributable to the parent company for 2025 was NT$1,690,097 thousand, with earnings per share of NT$6.50.

  1. The business report and the financial statements are set forth in Appendix 1 on page 8 to 9 and Appendices 3 to 4 on pages 11 to 31 of the Meeting Handbook

  2. The Audit Committee reviewed the annual financial statements for the year ending 2025.

Note: The Company's financial statements for 2025 have been reviewed and completed by the Audit Committee. The Audit Committee's review report is set forth in Appendix 2 on page 10 of the Meeting Handbook.

  1. Proposal for the report on the allocation of employees and directors' remuneration for the FY2025.

Note: 1. In accordance with Article 27 of the Company's Articles of Incorporation, the Company shall appropriate employee compensation ranging from 1% to 5% (with no less than 10% of the total employee compensation distributed to non-executive employees) and directors' remuneration of no more than 5%, calculated based on annual pre-tax profit before the distribution of employee compensation and directors' remuneration, after offsetting accumulated losses.

  1. Upon review by the 10th meeting of the 5th Remuneration Committee, and in accordance with the Articles of Incorporation, directors' remuneration of NT$30 million and employee compensation of NT$55 million (Within employee's remuneration, it is proposed to be allocated to non-executive employees, with the corresponding amount being NT$13,695 million) were allocated for 2025. This proposal was approved by resolution of the 16th meeting of the 12th Board of Directors, and the above remuneration will be paid entirely in cash.

  2. Report on the Issuance of Corporate Bonds.

Note: 1. Pursuant to Letter No. 11000082271 issued by the Taipei Exchange on August 11, 2021, the Company was approved to issue its 2021 first secured straight corporate bonds in the total principal amount of NT$2 billion.

  • 2 -

  1. Details regarding the issuance of the above corporate bonds are set forth in Appendix 5 on page 32 of the Meeting Handbook.

  2. Report on the Distribution of Cash Dividends for the fiscal year 2025

Note:
1. The Company distributed shareholder dividends totaling NT$1,245,652,248 for the year 2025. The cash dividend distribution was calculated based on 270,793,967 issued and outstanding shares as of February 28, 2026, resulting in a cash dividend of NT$4.6 per share.
2. Cash dividends are calculated in proportion to shareholdings, with amounts below NT$1 rounded down. Any remaining fractional amounts shall be adjusted in accordance with the principles of fairness, in descending order of decimal fractions and sequential shareholder account numbers, until the total cash dividend distribution amount is fully allocated. In the event that the number of outstanding shares is affected by share repurchases, treasury share transfers or cancellations, cash capital increases, exercises of employee stock options, or conversions of convertible bonds into ordinary shares, resulting in changes to the dividend distribution rate, the Chairman is authorized to handle all related adjustments.
3. Upon approval by the Board of Directors on March 12, 2026, the Chairman was authorized to designate April 15, 2026 as the ex-dividend date, with the cash dividend to be distributed on May 8, 2026.

  • 3 -

Matters for Approval

Proposal 1 (Proposed by the Board of Directors)

Subject: Approval of the Company’s Business Report and Financial Statements for the year 2025.

Note: 1. The Company’s Business Report and the financial statements for the year 2025, which have been audited and certified by CPAs Liu Ming-Hsien and Lee Kuan-Hao of Deloitte & Touche, are set forth in Appendix 1 on page 8 to 9 and Appendices 3 to 4 on pages 11 to 31 of the Meeting Handbook. The aforesaid reports have been reviewed by the Company’s Audit Committee, which has issued a written review report thereon.

  1. Submitted for approval.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

Subject: Approval of the Company’s earnings distribution for the year 2025.

Note: 1. The Company’s after-tax earnings for 2025 amounted to NT$1,690,096,994. Earnings are proposed to be distributed in accordance with the Company’s Articles of Incorporation and relevant regulations, as set forth in the attached schedule.

Dacin Construction Co., Ltd.
Distribution of Earnings Table for Fiscal Year 2025
Unit: New Taiwan Dollars (NTD)

Undistributed Earnings at the Beginning of the Period 2,368,904,231
Net Profit After Tax for the Current Period 1,690,096,994
Actuarial gains and losses recognized in retained earnings (11,584,525)
Disposal of equity investment instruments measured at fair value through other comprehensive income, with accumulated gains or losses directly transferred to retained earnings 0
Adjustment to retained earnings - Investments accounted for using equity method (8,952,763)
Net Profit After Tax for the Current Period, Including Items Beyond Net Profit After Tax for the Current Period, Added to the Amount of Undistributed Earnings for the Current Year 1,669,559,706
Less: Statutory reserves (10%) (166,955,970)
Less: Provision for Special Reserve (24,473,727)
Profit Available for Distribution for the Current Period 3,847,034,240
Items for Distribution
Cash Dividend per Share NT$4.6 (1,245,652,248)
Undistributed Earnings at the End of the Period 2,601,381,992

Chairman of the Board: Jen-Jeng Wang
Manager: Tien-Ho Hsieh
Accounting Manager: Vickie Hsu


  1. In compliance with the Income Tax Act’s relevant provisions, the distribution of dividends for this period has adopted specific share identification principles, and priority is given to the most recent annual surplus earnings.

  2. Motion for Adoption

Resolution:

  • 5 -

Matters for Election

(Proposed by the Board of Directors)

Subject: Proposal to Conduct a Full Re-Election of Seven Directors (Including Three Independent Directors) of the Company’s 13th Board of Directors, Submitted for Election.

Note: 1. The term of office of the Company’s 12th Board of Directors will expire on June 20, 2026. In accordance with Article 195 of the Company Act, where the term of office of directors expires and re-election is not completed in time, the incumbent directors shall continue to perform their duties until the newly elected directors assume office. Pursuant to the Company’s Articles of Incorporation, the number of directors shall be seven to nine, all of whom are elected under the candidate nomination system. Accordingly, the Company proposes to conduct a full re-election of the 13th Board of Directors at the 2026 Annual Shareholders’ Meeting, electing seven directors, including three independent directors.

  1. The newly elected 13th Board of Directors shall formally assume office after the conclusion of the 2026 Annual Shareholders’ Meeting, with a term of three years, and re-election is permitted. The term of office shall commence on June 9, 2026 and expire on June 8, 2029.

  2. The election of directors of the Company adopts the candidate nomination system prescribed under Article 192-1 of the Company Act. Shareholders shall elect directors from the list of director candidates. For information regarding the candidates’ education, experience, and other relevant matters, please refer to Appendix 6 on pages 33 to 35 of this Handbook.

  3. Please proceed with the election.

Election Results:


  • 7 -

Other Matters

Proposal 1 (Proposed by the Board of Directors)

Subject: Proposal to release the Company’s newly elected directors from non-compete restrictions, submitted for discussion.

Note: 1. Where a director engages, for himself/herself or another person, in activities that fall within the scope of the Company’s business, the material details of such activities shall be explained to the shareholders’ meeting and approval shall be obtained therefrom.

  1. Certain directors of the Company may invest in or operate other companies that are identical or similar to the Company’s business scope and may serve as directors thereof. Provided that such activities do not prejudice the interests of the Company, and in accordance with Article 209 of the Company Act, it is proposed to release such directors from the restrictions on non-compete obligations. Information on the newly elected directors of the 13th Board of Directors and their concurrent positions is set forth in Appendix 7 on page 36 of this Meeting Handbook.

  2. Please proceed with the discussion.

Extraordinary Motion

Adjournment


Attachment 1

Business Report

  1. Business Report for Fiscal Year 2025

The consolidated operating results for our company in fiscal year 2025 were as follows: consolidated operating revenue was NT$22,072,399 thousand, an increase of NT$7,382,206 thousand compared to the previous year's NT$14,690,193 thousand. Consolidated net profit after tax for 2025 was NT$1,662,456 thousand, an increase of NT$345,946 thousand compared to the previous year's NT$1,316,510 thousand. For the full fiscal year 2025, the net cash inflow from operating activities was NT$3,992,106 thousand, net cash outflow from investment activities was NT$48,963 thousand, and net cash outflow from financing activities was NT$1,891,483 thousand. Earnings per share after tax were NT$6.50.

The individual operating results for our company in fiscal year 2025 were as follows: operating revenue was NT$19,380,688 thousand, an increase of NT$4,861,074 thousand compared to the previous year's NT$14,519,614 thousand. Net profit after tax for 2025 was NT$1,690,097 thousand, an increase of NT$335,646 thousand compared to the previous year's NT$1,354,451 thousand. For the full fiscal year 2025, the net cash inflow from operating activities was NT$2,202,461 thousand, net cash outflow from investment activities was NT$52,338 thousand, and net cash outflow from financing activities was NT$550,824 thousand. Earnings per share after tax were NT$6.50.

  1. Summary of the 2026 Business Plan:

(1) Management Policy

As a full-service construction company, we not only focus on our core business but also participate in land development projects and invest in construction projects. By integrating design and project management, we provide comprehensive engineering solution, committed to providing customers with outstanding products and services. To strengthen its foundation for sustainable growth, the Company continues to enhance talent development and professional knowledge transfer while optimizing workforce allocation. The Company has also intensified the recruitment and on-site assessment of subcontractors to reinforce the stability of its supply chain, and strengthened project completion and close-out processes to ensure full contractual performance and improve project management quality.

In response to recent changes in construction industry policies and regulatory requirements—including the implementation of new earthwork regulations, occupational safety records, and stricter management requirements for tower cranes and man-lift cranes—the Company, supported by its well-established management framework, has mitigated potential impacts through cross-project deployment and integration of construction capacity during the transition period. As a result, the Company is able to assist its partners in reducing operational disruptions and volatility. Going forward, the Company will continue to serve as a strong partner by maintaining stable financial and profitability performance, supporting resource

  • 8 -

allocation and problem-solving efforts, and jointly enhancing operational resilience and long-term sustainability.

(2) Important Production and Sales Policies:

Looking ahead to the coming year, the Company will continue to prioritize high-tech plant construction projects as the core focus of its contracting business, while architectural construction projects will primarily serve long-standing strategic clients. At the same time, the Company will deepen engagement with potential customers by providing professional planning and technical evaluation advice, and will prudently position itself in projects with strategic value and long-term partnership potential, so as to maintain a diversified project pipeline and strong technical capabilities. For its property development business, the Company will focus on delivery quality and schedule management, advance sales in accordance with project plans, closely manage development pacing, and strengthen capital recovery and operational stability.

3. Impact of External Competition, Regulatory Changes, and Macroeconomic Conditions on the Company's Future Development Strategies

The recent judicial reversal of the United States' reciprocal tariff case once again highlights the high level of uncertainty in the global political and economic environment. In response, the Company's development strategy has returned to the fundamentals of its contracting business, with a focus on continuously enhancing service quality. In terms of talent strategy, in addition to maintaining competitive compensation, the Company has promoted recruitment in rural areas and supported the training of work crews to build stable construction capacity. With respect to human rights and carbon management, the Company continues to deepen the implementation of relevant systems and strengthen supply chain management mechanisms, with the goal of completing Scope 3 greenhouse gas inventory and external assurance ahead of schedule within the year, thereby assisting customers in maintaining international competitiveness. At the same time, the Company continues to strengthen occupational safety and health management to ensure construction safety and stable contract performance quality; actively monitors the introduction of AI applications and optimizes handover and delivery process management to enhance operational efficiency and customer experience, ensuring timely and quality delivery; and reinforces transparency and collaboration mechanisms in supply chain management to deepen long-term partnership trust.

The Company sincerely thanks all shareholders for their continued support. On behalf of all employees, we wish you good health and every success..

Chairman of the Board: Jen-Jeng Wang Manager: Tien-Ho Hsieh Accounting Manager Vickie Hsu

  • 9 -

Attachment 2

Dacin Construction Co., Ltd.

Audit Committee Review Report

The Board of Directors has compiled the 2025 annual business report, financial statements (including consolidated and individual financial statements), and profit distribution proposal, among which the financial statements have been audited by certified public accountants Ming-Xian Liu and Guan-Hao Li from Deloitte & Touche and accompanied by an audit report.

The aforementioned business report, financial statements, and profit distribution proposal have been reviewed by our Audit Committee and found to be in compliance with all applicable regulations. Therefore, pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby report the above information for your reference and verification.

Hereby

Dacin Construction Co., Ltd. 2026 Shareholders' Meeting

Dacin Construction Co., Ltd.

Convener of the Audit Committee :

img-0.jpeg

Mar 12th, 2026

  • 10 -

  • 11 -

Attachment 3

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Da-Cin Construction Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Da-Cin Construction Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. 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..


The key audit matter of the parent company only financial statements for the year ended December 31, 2025 is described as follows:

Long-term Construction Contracts

Refer to Notes 5 and 24.

For the construction industry, the estimate of total costs for construction contracts is an important factor used in the calculation of the percentage of completion. It is management’s responsibility to estimate the total costs and determine the content of construction contracts based on different types of projects, estimated contract amounts, periods, operations and construction measurements. Furthermore, long-term construction contracts are easily affected by the price fluctuations of raw materials and labor. In addition, estimation is subjective since there are possibilities of mistakes or misstatements of revenue recognition. Therefore, the estimate of the costs of long-term construction contracts is considered a key audit matter.

We obtained an understanding of the background of the construction by reviewing the long-term construction-in-progress in order to perform sampling and examination of the construction, which involved significant judgment. We also examined the processes to prepare and approve the adjustments to the testing of the internal controls pertaining to the estimation of total costs and performed the corresponding audit procedures as follows:

  1. We performed control tests related to the Company’s processes to prepare and approve adjustments to the estimated total costs.
  2. We evaluated the completeness and reasonableness of management’s estimates of the total costs of long-term construction contracts.
  3. We evaluated the reasonableness of the changes from the last period.
  4. We compared the related documents on a sample basis to assess the change in the estimate of total costs.
  5. We examined whether the cost of construction contracts was adjusted significantly in the subsequent period and analyzed changes in revenue, costs and gross profits for each project of construction.

For the estimates and judgments related to long-term construction contracts, refer to Note 5 to the accompanying financial statements. For other related disclosures, refer to Note 24.

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

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

  • 12 -

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

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

  1. 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.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  6. Obtain sufficient and appropriate audit evidence regarding the parent company only financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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.

  • 13 -

  • 14 -

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ming-Hsien Liu and Kuan-Hao Lee.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 12, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.

  • 15 -

DA-CIN CONSTRUCTION CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

2025 2024
ASSETS Amount % Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6) $ 5,903,153 22 $ 4,298,762 19
Financial assets at fair value through profit or loss - current (Notes 4 and 7) 1,298,008 5 1,408,874 6
Financial assets at amortized cost - current (Notes 4 and 9) 248,110 1 248,110 1
Contract assets - current (Notes 4, 24 and 31) 5,963,317 22 5,371,917 24
Notes receivable (Notes 4, 10, 24 and 31) 77,962 - 373,569 2
Accounts receivable (Notes 4, 10, 24 and 31) 1,553,680 6 1,343,471 6
Other receivables (Notes 4, 10 and 31) 2,442 - 3,417 -
Land and buildings held for sale (Notes 4, 5 and 11) 11,906 - 34,561 -
Construction in progress - land and buildings (Notes 4, 5, 11 and 32) 5,479,962 20 5,025,219 22
Other financial assets - current (Notes 4 and 32) 989,505 3 453,763 2
Incremental costs of obtaining a contract - current (Notes 4 and 24) 451,873 2 - -
Refundable deposits on construction contracts 465,925 2 350,294 1
Other current assets (Note 17) 302,440 1 161,036 1
Total current assets 22,748,283 84 19,072,993 84
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) 371,184 2 402,714 2
Investments accounted for using the equity method (Notes 4 and 12) 2,142,611 8 2,123,132 9
Property, plant and equipment (Notes 4, 14 and 31) 641,310 2 660,863 3
Right-of-use assets (Notes 4 and 15) 34,500 - 49,376 -
Investment properties (Notes 4, 16 and 32) 1,095,761 4 416,973 2
Deferred tax assets (Notes 4 and 26) 53,178 - 48,905 -
Other financial assets - non-current (Notes 4 and 32) - - 37,195 -
Other non-current assets (Note 17) 7,291 - 10,685 -
Total non-current assets 4,345,835 16 3,749,843 16
TOTAL $ 27,094,118 100 $ 22,822,836 100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 4 and 18) $ 1,400,000 5 $ 1,500,000 7
Contract liabilities - current (Notes 4 and 24) 3,760,924 14 1,577,276 7
Notes payable 55,524 - 135,830 1
Trade payables 5,356,593 20 4,393,400 19
Other payables (Notes 20 and 31) 555,046 2 438,108 2
Current tax liabilities (Notes 4 and 26) 185,429 1 71,571 -
Provisions - current (Notes 4 and 21) 86,338 - 94,574 -
Lease liabilities - current (Notes 4 and 15) 25,869 - 33,467 -
Current portion of long-term borrowings (Notes 4, 18 and 19) 1,999,576 8 500,000 2
Other current liabilities 77,619 - 151,028 1
Total current liabilities 13,502,918 50 8,895,254 39
NON-CURRENT LIABILITIES
Bonds payable (Notes 4, 19 and 30) - - 1,998,898 9
Long-term borrowings (Notes 4 and 18) 3,200,340 12 2,090,000 9
Deferred tax liabilities (Notes 4 and 26) 24,893 - 28,729 -
Lease liabilities - non-current (Notes 4 and 15) 6,868 - 13,821 -
Net defined benefit liabilities - non-current (Notes 4 and 22) 11,479 - 17,505 -
Deposits received 7,560 - 4,504 -
Total non-current liabilities 3,251,140 12 4,153,457 18
Total liabilities 16,754,058 62 13,048,711 57
EQUITY (Note 23)
Share capital
Ordinary shares 2,707,940 10 2,707,940 12
Capital surplus 2,418,002 9 2,374,405 10
Retained earnings
Legal reserve 1,324,197 5 1,175,306 5
Unappropriated earnings 4,038,470 15 3,533,279 16
Total retained earnings 5,362,667 20 4,708,585 21
Other equity (24,473) - 107,271 1
Treasury shares (124,076) (1) (124,076) (1)
Total equity 10,340,060 38 9,774,125 43
TOTAL $ 27,094,118 100 $ 22,822,836 100

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


DA-CIN CONSTRUCTION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2025 2024
Amount % Amount %
OPERATING REVENUE (Notes 4, 5, 13, 24 and 31) $ 19,380,688 100 $ 14,519,614 100
OPERATING COSTS (Notes 4, 5, 13, 25 and 31) 17,487,618 90 13,125,588 90
GROSS PROFIT 1,893,070 10 1,394,026 10
UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES - - 20,719 -
REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES 27,470 - - -
REALIZED GROSS PROFIT 1,920,540 10 1,373,307 10
OPERATING EXPENSES (Notes 25 and 31) 522,438 3 448,129 3
PROFIT FROM OPERATIONS 1,398,102 7 925,178 7
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 25) 51,540 - 34,773 -
Other income (Notes 25 and 31) 42,308 - 43,878 -
Other gains and losses (Note 25) 319,219 2 546,097 4
Finance costs (Notes 4 and 25) (55,273) - (49,863) -
Share of profit or loss of subsidiaries and associates (Notes 4 and 12) 223,657 1 54,564 -
Total non-operating income and expenses 581,451 3 629,449 4
INCOME BEFORE INCOME TAX 1,979,553 10 1,554,627 11
INCOME TAX EXPENSE (Notes 4 and 26) 289,456 1 200,176 1
NET INCOME FOR THE YEAR 1,690,097 9 1,354,451 10

(Continued)


DA-CIN CONSTRUCTION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2025 2024
Amount % Amount %
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Notes 4 and 22) $ (14,480) - $ 9,472 -
Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income (Notes 4 and 23) (91,518) (1) 137,510 1
Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 26) 2,895 - (1,894) -
(103,103) (1) 145,088 1
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations (Notes 4 and 23) (50,522) - 58,384 -
Unrealized gain (loss) on investments in debt instruments at fair value through other comprehensive income (Notes 4 and 23) 1,214 - (1,285) -
Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4, 23 and 26) 10,981 - (10,122) -
(38,327) - 46,977 -
Other comprehensive (loss) income for the year, net of income tax (141,430) (1) 192,065 1
TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 1,548,667 8 $ 1,546,516 11
EARNINGS PER SHARE (Note 27)
Basic $6.50 $5.21
Diluted $6.48 $5.19

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

  • 18 -

DA-CIN CONSTRUCTION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Share Capital (Note 23) Capital Surplus (Note 23) Retained Earnings (Note 23) Other Equity (Notes 4 and 23) Treasury Shares (Notes 4 and 23) Total
Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translation of the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income
BALANCE ON JANUARY 1, 2024 $ 2,707,940 $ 2,341,698 $ 1,057,851 $ 16,933 $ 2,957,272 $ (20,288) $ 78,079 $ (124,076) $ 9,015,409
Appropriation of 2023 earnings
Legal reserve - - 117,455 - (117,455) - - - -
Special reserve - - - (16,933) 16,933 - - - -
Cash dividends distributed by the Company - - - - (812,382) - - - (812,382)
Cash dividends paid to subsidiaries - deemed as treasury share transactions - 32,707 - - - - - - 32,707
Changes in ownership interests in subsidiaries - - - - (6,513) (1,612) - - (8,125)
Disposal of investments in equity instruments at fair value through other comprehensive income - - - - 133,395 - (133,395) - -
Net income for the year ended December 31, 2024 - - - - 1,354,451 - - - 1,354,451
Other comprehensive income for the year ended December 31, 2024 - - - - 7,578 48,262 136,225 - 192,065
BALANCE ON DECEMBER 31, 2024 2,707,940 2,374,405 1,175,306 - 3,533,279 26,362 80,909 (124,076) 9,774,125
Appropriation of 2024 earnings
Legal reserve - - 148,891 - (148,891) - - - -
Cash dividends distributed by the Company - - - - (1,015,477) - - - (1,015,477)
Cash dividends paid to subsidiaries - deemed as treasury share transactions - 40,883 - - - - - - 40,883
Differences between the consideration received or paid and the carrying amount of the subsidiaries' net assets during actual disposal or acquisition - 2,714 - - - - - - 2,714
Changes in ownership interests in subsidiaries - - - - (8,953) (1,899) - - (10,852)
Net income for the year ended December 31, 2025 - - - - 1,690,097 - - - 1,690,097
Other comprehensive loss for the year ended December 31, 2025 - - - - (11,585) (39,541) (90,304) - (141,430)
BALANCE ON DECEMBER 31, 2025 $ 2,707,940 $ 2,418,002 $ 1,324,197 $ - $ 4,038,470 $ (15,078) $ (9,395) $ (124,076) $ 10,340,060

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


DA-CIN CONSTRUCTION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax $ 1,979,553 $ 1,554,627
Adjustments for:
Depreciation expenses 66,718 57,420
Amortization expenses 2,962 3,401
Net gain on fair value changes of financial assets and liabilities at fair value through profit or loss (347,505) (528,078)
Finance costs 55,273 49,863
Interest income (51,540) (34,773)
Dividend income (23,610) (25,577)
Share of profit or loss of subsidiaries and associates (223,657) (54,564)
Loss on disposal of property, plant and equipment 61 222
Loss on lease modification 2 -
(Realized) unrealized gain on transactions with subsidiaries (27,470) 20,719
Changes in operating assets and liabilities
Contract assets (591,400) (974,140)
Notes receivable 295,607 67,251
Accounts receivable (210,209) (148,930)
Other receivables (16) 12,983
Land and buildings held for sale and construction in progress - land and buildings (424,282) (1,579,416)
Other current assets (141,404) 36,083
Incremental costs of obtaining a contract (451,873) -
Other financial assets (498,547) 348,025
Contract liabilities 2,183,648 (253,319)
Notes payable (80,306) 127,942
Trade payables 963,193 331,538
Other payables 117,414 45,956
(Reversal) recognition of provisions (8,236) 13,635
Other current liabilities (73,409) 2,317
Net defined benefit liabilities (20,506) (5,875)
Other items of operating activities (115,631) 26,282
Cash generated from (used in) operations 2,374,830 (906,408)
Interest received 52,531 34,450
Interest paid (55,071) (47,676)
Income tax paid (169,829) (261,173)
Net cash generated from (used in) operating activities 2,202,461 (1,180,807)

(Continued)

  • 20 -

DA-CIN CONSTRUCTION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using the equity method $ - $ (105,000)
Proceeds from disposal of investments accounted for using the equity method 211,390 -
Purchase of financial assets at fair value through other comprehensive income (60,014) (11,417)
Proceeds from sale of financial assets at fair value through other comprehensive income - 156,707
Proceeds from sale of financial assets at fair value through profit or loss 457,458 12,657
Payments for property, plant and equipment (3,146) (28,441)
Payments for investment properties (681,608) -
Increase in refundable deposits (2,406) (1,542)
Decrease in refundable deposits 2,804 316
Payments for computer software (426) (2,421)
Dividends received from subsidiaries - 4,000
Other dividends received 23,610 25,577
Net cash (used in) generated from investing activities (52,338) 50,436
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayments of) proceeds from short-term borrowings (100,000) 700,000
Proceeds from long-term borrowings 1,817,604 2,090,000
Repayments of long-term borrowings (1,207,264) (200,000)
Proceeds from guarantee deposits received 3,056 -
Refund of guarantee deposits received - (3)
Repayment of the principal portion of lease liabilities (48,743) (39,953)
Dividends paid (1,015,477) (812,382)
Net cash (used in) generated from financing activities (550,824) 1,737,662
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES 5,092 2,385
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,604,391 609,676
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 4,298,762 3,689,086
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 5,903,153 $ 4,298,762

The accompanying notes are an integral part of the parent company only financial statements.(Concluded)

  • 21 -

Attachment 4
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Da-Cin Construction Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Da-Cin Construction Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the consolidated financial statements for the year ended December 31, 2025 is described as follows:

Long-term Construction Contracts

  • 22 -

Please refer to Notes 5 and 25.

For the construction industry, the estimate of total costs for construction contracts is an important factor used in the calculation of the percentage of completion. It is management's responsibility to estimate the total costs and determine the content of construction contracts based on different types of projects, estimated contract amounts, periods, operations and construction measurements. Furthermore, long-term construction contracts are easily affected by the price fluctuations of raw materials and labor. In addition, estimation is subjective since there are possibilities of mistakes or misstatements of revenue recognition. Therefore, the estimate of the costs of long-term construction contracts is considered a key audit matter.

We obtained an understanding of the background of the construction by reviewing the long-term construction-in-progress in order to perform sampling and examination of the construction, which involved significant judgment. We also examined the processes to prepare and approve the adjustments to the testing of the internal controls pertaining to the estimation of total costs and performed the corresponding audit procedures as follows:

  1. We performed control tests related to the Company's processes to prepare and approve adjustments to the estimated total costs.
  2. We evaluated the completeness and reasonableness of management's estimates of the total costs of long-term construction contracts.
  3. We evaluated the reasonableness of the changes from the last period.
  4. We compared the related documents on a sample basis to assess the change in the estimate of total costs.
  5. We examined whether the cost of construction contracts was adjusted significantly in the subsequent period and analyzed changes in revenue, costs and gross profits for each project of construction.

For the estimates and judgments related to long-term construction contracts, refer to Note 5 to the accompanying consolidated financial statements. For other related disclosures, refer to Note 25.

Other Matter

We have also audited the parent company only financial statements of Da-Cin Construction Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission 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.

  • 23 -

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

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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

  1. 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.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

  7. 24 -


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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025, and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Ming-Hsien Liu and Kuan-Hao Lee.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 12, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

  • 25 -

DA-CIN CONSTRUCTION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
ASSETS Amount % Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6) $ 7,094,256 23 $ 5,023,905 18
Financial assets at fair value through profit or loss - current (Notes 4 and 7) 1,298,008 4 1,408,874 5
Financial assets at amortized cost - current (Notes 4 and 9) 248,110 1 448,110 2
Contract assets - current (Notes 4 and 25) 5,972,195 20 6,266,008 22
Notes receivable (Notes 4, 10 and 25) 77,962 - 364,069 1
Accounts receivable (Notes 4, 10 and 25) 1,409,357 5 1,323,531 5
Other receivables (Notes 4 and 10) 2,632 - 5,983 -
Land and buildings held for sale (Notes 4, 5 and 11) 1,395,060 5 35,620 -
Construction in progress - land and buildings (Notes 4, 5, 11 and 32) 8,367,419 27 10,043,462 36
Other financial assets - current (Notes 4 and 32) 989,505 3 453,763 2
Refundable deposits on construction contracts 465,925 2 350,294 1
Incremental costs of obtaining a contract - current (Notes 4 and 25) 575,231 2 276,752 1
Other current assets (Note 18) 359,214 1 241,206 1
Total current assets 28,254,874 93 26,241,577 94
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) 976 - 3,880 -
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) 371,184 1 402,714 2
Property, plant and equipment (Notes 4 and 15) 848,580 3 870,597 3
Right-of-use assets (Notes 4 and 16) 34,500 - 49,810 -
Investment properties (Notes 4, 17 and 32) 931,973 3 254,826 1
Deferred tax assets (Notes 4 and 27) 53,300 - 90,101 -
Other financial assets - non-current (Notes 4 and 32) - - 37,195 -
Other non-current assets (Note 18) 26,294 - 36,615 -
Total non-current assets 2,266,807 7 1,745,738 6
TOTAL $ 30,521,681 100 $ 27,987,315 100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 4 and 19) $ 2,350,447 8 $ 2,020,000 7
Short-term bills payable (Notes 4 and 19) 350,000 1 700,000 2
Contract liabilities - current (Notes 4 and 25) 4,236,864 14 2,401,558 9
Notes payable 76,155 - 166,803 1
Accounts payable 5,400,687 18 4,405,667 16
Other payables (Note 21) 595,533 2 485,451 2
Current tax liabilities (Notes 4 and 27) 204,865 1 80,306 -
Provisions - current (Notes 4 and 22) 86,338 - 94,574 -
Lease liabilities - current (Notes 4 and 16) 25,869 - 33,905 -
Current portion of long-term borrowings (Notes 4, 19 and 32) 2,522,193 8 2,620,497 9
Other current liabilities 110,478 - 180,063 1
Total current liabilities 15,959,429 52 13,188,824 47
NON-CURRENT LIABILITIES
Bonds payable (Notes 4 and 20) - - 1,998,898 7
Long-term borrowings (Notes 4, 19, 20 and 32) 3,826,590 13 2,750,420 10
Deferred tax liabilities (Notes 4 and 27) 24,893 - 28,729 -
Lease liabilities - non-current (Notes 4 and 16) 6,868 - 13,821 -
Net defined benefit liabilities - non-current (Notes 4 and 23) 11,479 - 17,505 -
Deposits received 9,768 - 4,972 -
Total non-current liabilities 3,879,598 13 4,814,345 17
Total liabilities 19,839,027 65 18,003,169 64
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Share capital
Ordinary shares 2,707,940 9 2,707,940 10
Capital surplus 2,418,002 8 2,374,405 8
Retained earnings
Legal reserve 1,324,197 4 1,175,306 4
Unappropriated earnings 4,038,470 13 3,533,279 13
Total retained earnings 5,362,667 17 4,708,585 17
Other equity (24,473) - 107,271 -
Treasury shares (124,076) - (124,076) -
Total equity attributable to owners of the Company 10,340,060 34 9,774,125 35
NON-CONTROLLING INTERESTS 342,594 1 210,021 1
Total equity 10,682,654 35 9,984,146 36
TOTAL $ 30,521,681 100 $ 27,987,315 100

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


DA-CIN CONSTRUCTION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2025 2024
Amount % Amount %
OPERATING REVENUE (Notes 4, 5, 14 and 25) $ 22,072,399 100 $ 14,690,193 100
OPERATING COSTS (Notes 4, 5, 14, 26 and 31) 19,578,130 89 13,058,588 89
GROSS PROFIT 2,494,269 11 1,631,605 11
OPERATING EXPENSES (Notes 26 and 31) 766,795 3 599,697 4
PROFIT FROM OPERATIONS 1,727,474 8 1,031,908 7
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 26) 56,831 - 46,811 -
Other income (Notes 26 and 31) 50,863 - 43,788 -
Other gains and losses (Notes 4 and 26) 286,326 1 510,410 4
Finance costs (Notes 4 and 26) (104,572) - (105,506) (1)
Total non-operating income and expenses 289,448 1 495,503 3
INCOME BEFORE INCOME TAX 2,016,922 9 1,527,411 10
INCOME TAX EXPENSE (Notes 4 and 27) 354,466 1 210,901 1
NET INCOME FOR THE YEAR 1,662,456 8 1,316,510 9
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Notes 4 and 23) (14,480) - 9,472 -
Unrealized (loss) gain from investments in equity instruments measured at fair value through other comprehensive income (Notes 4 and 24) (91,518) (1) 137,510 1
Income tax relating to items that will not be reclassified subsequently to profit or loss (Notes 4 and 27) 2,895 - (1,894) -
(103,103) (1) 145,088 1

(Continued)


DA-CIN CONSTRUCTION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2025 2024
Amount % Amount %
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating the financial statements of foreign operations (Notes 4 and 24) $ (63,305) - $ 66,123 -
Unrealized gain (loss) from investments in debt instruments measured at fair value through other comprehensive income (Notes 4 and 24) 1,214 - (1,285) -
Income tax relating to items that may be reclassified subsequently to profit or loss (Notes 4, 24 and 27) 10,981 - (10,122) -
(51,110) - 54,716 -
Other comprehensive (loss) income for the year, net of income tax (154,213) (1) 199,804 1
TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 1,508,243 7 $ 1,516,314 10
NET PROFIT ATTRIBUTABLE TO
Owner of the Company $ 1,690,097 8 $ 1,354,451 9
Non-controlling interest (27,641) - (37,941) -
$ 1,662,456 8 $ 1,316,510 9
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
Owner of the Company $ 1,548,667 7 $ 1,546,516 10
Non-controlling interest (40,424) - (30,202) -
$ 1,508,243 7 $ 1,516,314 10
EARNINGS PER SHARE (Note 28)
Basic $6.50 $5.21
Diluted $6.48 $5.19

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

(Concluded)


DA-CIN CONSTRUCTION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Company (Note 24)
Share Capital Capital Surplus Retained Earnings Other Equity Treasury Shares Total Non-controlling Interests (Notes 12 and 24) Total Equity
Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translating Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income
BALANCE AT JANUARY 1, 2024 $ 2,707,940 $ 2,341,698 $ 1,057,851 $ 16,933 $ 2,957,272 $ (20,288) $ 78,079 $ (124,076) $ 9,015,409 $ 232,098 $ 9,247,507
Appropriation of 2023 earnings
Legal reserve - - 117,455 - (117,455) - - - - - -
Special reserve - - - (16,933) 16,933 - - - - - -
Cash dividends distributed by the Company - - - - (812,382) - - - (812,382) - (812,382)
Cash dividends paid to subsidiaries - deemed as treasury share transactions - 32,707 - - - - - - 32,707 - 32,707
Changes in ownership interests in subsidiaries - - - - (6,513) (1,612) - - (8,125) 8,125 -
Disposal of investments in equity instruments designated as at fair value through other comprehensive income - - - - 133,395 - (133,395) - - - -
Net income (loss) income for the year ended December 31, 2024 - - - - 1,354,451 - - - 1,354,451 (37,941) 1,316,510
Other comprehensive income for the year ended December 31, 2024 - - - - 7,578 48,262 136,225 - 192,065 7,739 199,804
BALANCE AT DECEMBER 31, 2024 2,707,940 2,374,405 1,175,306 - 3,533,279 26,362 80,909 (124,076) 9,774,125 210,021 9,984,146
Appropriation of 2024 earnings
Legal reserve - - 148,891 - (148,891) - - - - - -
Cash dividends distributed by the Company - - - - (1,015,477) - - - (1,015,477) - (1,015,477)
Cash dividends paid to subsidiaries - deemed as treasury share transactions - 40,883 - - - - - - 40,883 - 40,883
Difference between consideration and carrying amount of subsidiaries acquired or disposed - 2,714 - - - - - - 2,714 (19,634) (16,920)
Changes in ownership interests in subsidiaries - - - - (8,953) (1,899) - - (10,852) 10,852 -
Issue of shares by subsidiaries - - - - - - - - - 181,779 181,779
Net income (loss) income for the year ended December 31, 2025 - - - - 1,690,097 - - - 1,690,097 (27,641) 1,662,456
Other comprehensive loss for the year ended December 31, 2025 - - - - (11,585) (39,541) (90,304) - (141,430) (12,783) (154,213)
BALANCE AT DECEMBER 31, 2025 $ 2,707,940 $ 2,418,002 $ 1,324,197 $ - $ 4,038,470 $ (15,078) $ (9,395) $ (124,076) $ 10,340,060 $ 342,594 $ 10,682,654

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


DA-CIN CONSTRUCTION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax $ 2,016,922 $ 1,527,411
Adjustments for:
Depreciation expenses 70,211 63,448
Amortization expenses 3,000 3,679
Net gain on fair value change of financial assets and liabilities designated as at fair value through profit (344,778) (522,534)
Finance costs 104,572 105,506
Interest income (56,831) (46,811)
Dividend income (28,834) (35,555)
Loss on disposal of property, plant and equipment 61 222
Other loss (gain) 2 (399)
Changes in operating assets and liabilities
Contract assets 293,813 (1,204,921)
Notes receivable 286,107 78,446
Accounts receivable (85,826) (116,230)
Other receivables 2,360 11,662
Land and buildings held for sale and construction in progress - land and buildings 260,799 (2,102,549)
Other current assets (118,008) 76,835
Other financial assets (498,547) 348,025
Incremental costs of obtaining a contract (298,479) 47,321
Contract liabilities 1,835,306 (236,478)
Notes payable (90,648) 149,087
Accounts payable 995,020 308,870
Other payables 110,981 41,848
Provisions (8,236) 13,635
Other current liabilities (69,584) 25,482
Net defined benefit liabilities (20,506) (5,875)
Other items of operating activities (115,631) 26,282
Cash used in operations 4,243,246 (1,443,593)
Interest received 57,822 46,488
Interest paid (104,793) (104,183)
Income tax paid (204,169) (263,102)
Net cash generated from (used in) operating activities 3,992,106 (1,764,390)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost - (200,000)
Purchase of financial assets at fair value through other comprehensive income (60,014) (11,417)
Proceeds from disposal sale of financial assets at amortized cost 200,000 50,000
Proceeds from sale of financial assets at fair value through other comprehensive income 457,458 156,707
(Continued)

DA-CIN CONSTRUCTION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

2025 2024
Proceeds from sale of financial assets at fair value through profit or loss $ - $ 12,657
Acquisition of investment properties (681,608) -
Payments for property, plant and equipment (3,192) (39,899)
Proceeds from disposal of property, plant and equipment - 615
Increase in refundable deposits (10,556) (5,224)
Decrease in refundable deposits 20,541 3,673
Payments for computer software (426) (2,207)
Other dividends received 28,834 35,555
Net cash (used in) generated from investing activities (48,963) 460
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 330,447 601,930
(Decrease) increase in short-term notes and bills payable (350,000) 300,000
Proceeds from long-term borrowings 2,921,951 2,728,997
Repayments of long-term borrowings (3,939,761) (611,000)
Increase in guarantee deposits received 4,796 79
Repayment of the principal portion of lease liabilities (49,181) (42,747)
Dividends paid (974,594) (779,675)
Acquisition of partial equity in subsidiaries (16,920) -
Proceeds from issuing shares by subsidiaries 181,779 -
Net cash (used in) generated from financing activities (1,891,483) 2,197,584
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES 18,691 53,595
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,070,351 487,249
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 5,023,905 4,536,656
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 7,094,256 $ 5,023,905

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)


Attachment 5

The issuance of the first secured corporate bonds in 2021

Types of corporate bonds The first issuance of secured corporate bonds in 2021
Issuance Date Aug 18th, 2021
Value NT$ 1 Million
Issuance and Trading Venue Taipei Exchange(OTC)
Issuance Price Issued at Par Value
Total Total Value of NT$ 2 Billions
Interest Rate 0.6%
Term and Expiration Date Term of 5 years, Expiration Date: Aug 18th, 2026
Institution of Guarantee First Commercial Bank
Trustee Mega International Commercial Bank
Underwriting Institution First Securities Co.,LTD.
Signing Attorney Far East Law Office’s Ya-Wen Chiu Esq.
Signing Accountants Deloitte & Touche’s Accountants Yung-Hsian Chao, Ching-Fu Chang
Unpaid Principal NT$2,000,000,000
Restrictive Clauses None
Name of Credit Rating Agency, Rating Date, and Result of Corporate Bond Rating Taiwan Ratings Corp. twAA+ (September 22, 2025)
Possible dilution of equity impact on equity of existingshareholders due to issuance and conversion, trading or subscriptionrules, or issuance terms N/A
Name of the commissioned custodial institution for objects exchanged N/A

Note: As of April 11th, 2026


Attachment 6

List of Candidates for the 13th Board of Directors
Category Account No. Name Education Experience Current Position Shareholding as of 04/11/2026
Director Candidates 4 Jen-Jeng Wang National Taiwan University of Arts Dacin Construction Co., Ltd. Chairman Dacin Construction Co., Ltd. : Chairman Pin Cin Investment Co., LTD.:Chairman Cheng Cin Investment Co., LTD.:Chairman Caesar Park Hotel : Director Dacin Holdings Pte. Ltd. : Chairman Mayang Dacin Development Sdn Bhd : Director 24,213,027
5 Jen-Chih Wang Shih Hsin University Dacin Development Co., Ltd. Chairman Dacin Development Co., Ltd. : Chairman Dacin Construction Co., Ltd.: Vice Chairman 11,254,647
9 Pin Cin Investment Co., LTD. Shih Hsin University Dacin Construction Co., Ltd. Director Director of Dacin Construction Co., Ltd. Director of Phuoc Dien Investment Company Limited 7,627,070
Representative: Li-Chun Dai 0
9 Pin Cin Investment Co., LTD. National Taiwan University, Bachelor University of Detroit Mercy MBA General Manager of JPMorgan Chase Bank, N.A., Taipei Branch General Manager of Taipei Fubon Commercial Bank Independent director of Dacin Construction Co., Ltd. Independent director of Global Unichip Corp. Independent director of LITE-ON Technology Corp. 7,627020
Representative Yu-Kung Ding 0
  • 33 -

List of Candidates for the 13^{th} Independent Directors
Name Education Experience Current Position Shareholding as of 04/11/2026 Has the candidate served three consecutive terms as an independent director?
Independent Director Candidates Victor Wang Soochow University National Taiwan University EMBA Vice Chairman of Deloitte TW Independent director of Dacin Construction Co., Ltd
Independent director of TCC Group Holdings Co., Ltd.
Independent director of Taiwan Navigation Co., Ltd.
Independent director of Fulin Plastic Industry (Cayman) Holding Co., Ltd.
Director of YAGEO Corporation
Director of YFY Inc. 0 Yes (Note1)
Xin-Cheng Lin Chinese Culture University Master's in Urban Planning Ting Ho Development Co., Ltd.
Chairman and General Manager. Independent director of Dacin Construction Co., Ltd.
Director and General Manager of Shihlin Development Company Limited
Director of Huide Development Co., Ltd. 0 No
Annie Lin National Cheng Kung University Master's in Accounting The Ohio State University Master's in Business Administration (MBA) Director/Chief Ethics Officer / Chief Human Resources Officer/Partner, Deloitte Taiwan Board Member, National Federation of Certified Public Independent Director (Candidate), EVA Airways Corp. 0 No
  • 34 -

| | | | Accountants Associations of the R.O.C.
Board Member,
T. N. Soong
Foundation | | | |
| --- | --- | --- | --- | --- | --- | --- |

Note 1: Mr. Victor Wang, an independent director of the Company, possesses a professional background and extensive governance experience, consistently maintaining an independent stance to protect shareholder interests. Although he has served more than three consecutive terms, his professional contribution and familiarity with the Company are vital to corporate governance and board oversight. The Company complies with relevant regulations to ensure his independence remains unaffected; therefore, he is nominated for re-election as an independent director.

  • 35 -

  • 36 -

Attachment 7

Details of Release from Non-Compete Restrictions are as follows:

Director Name Positions held with other companies in the same industry The company’s main business operations
Jen-Jeng Wang Mayang Dacin Development Sdn Bhd : director Engaged in real estate development and infrastructure-related businesses
Jen-Chih Wang Dacin Development Co., Ltd. : Chairman Entrusting construction companies to build public housing and commercial buildings for sale, leasing, and related activities
Pin Cin Investment Co., LTD. Representative Li-Chun Dai Director of Phuoc Dien Investment Company Limited Engaged in real estate development, infrastructure, and related businesses.
Victor Wang Taiwan Cement Corp.: Independent Director Cement and ready-mixed concrete, civil construction, and packaging materials
Xin-Cheng Lin Shihlin Development Company Limited Director and General Manager Huide Development Co.,Ltd.: Director 1. Engaged in real estate development business
2. Residential and commercial building development for sale and leasing
3. Investment in the construction of public infrastructure
4. New town and new community development business

Appendix 1

Dacin Construction Co., LTD.

Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is organized in accordance with the Company Act and is named in DA-CIN CONSTRUCTION CO., LTD.

Article 2: The Company engages in the following businesses:

  1. E101011 - General contractor
  2. E503011 - Sewerage user drainage equipment installation contractor
  3. E901010 - Painting and decorating services
  4. F111090 - Building material wholesale
  5. F113010 - Machinery wholesale
  6. H701010 - Residential and commercial building development for lease and sale
  7. H701020 - Industrial plant development for lease and sale
  8. H701050 - Investing in public construction projects
  9. H701060 - Developing new towns and communities
  10. H701080 - Urban renewal and reconstruction
  11. H701090 - Urban renewal and maintenance
  12. J701040 - Leisure and entertainment venues
  13. J801030 - Sports and leisure venues
  14. J802010 - Sports training services
  15. J803010 - Sports performance services
  16. J803020 - Sports event services
  17. E602011 - Refrigeration and air conditioning engineering
  18. E501011 - Water supply pipeline installation contractor
  19. E601010 - Electrical installation services
  20. ZZ99999 - In addition to licensed businesses, may engage in non-prohibited or restricted businesses under the law.

Article 3: When the Company becomes a limited liability shareholder by investing in other companies, there is no limit on the total amount of investment.

Article 4: The Company needs to provide external guarantees for business purposes.

Article 5: The Company has its headquarters located in Taipei City, and when necessary, with the approval of the Board of Directors, we may establish subsidiary companies or other branches both domestically and overseas.

Article 6: The announcement methods of the Company shall be carried out in accordance with the provisions of Article 28 of the Company Act.

Chapter 2 Share

Article 7: The total capital of the Company is set at NTD 350 million, divided into 35 million shares at NTD 10 per share, authorized to be issued in batches by the Board of Directors. The Company may, in accordance with relevant regulations of the competent authority, repurchase or redeem its own shares upon resolution by the Board of Directors.

Article 8: The shares of the Company are mainly registered and issued upon the signature or seal of a director representing the Company, and after being legally certified.

The Company may also opt to not print physical stock certificates, but instead shall register with the Taiwan Depository & Clearing Corporation.

  • 37 -

Article 9: Changes recorded in the shareholder registry shall be suspended within 60 days prior to the date of the extraordinary general shareholders' meeting, 30 days prior to the date of the special shareholders' meeting, or 5 days prior to the ex-dividend or other entitlement date as determined by the Company.

Article 10: The handling of our company's stock affairs shall be carried out in accordance with relevant laws and regulations of the competent authority.

Chapter 3 Shareholders’ Meetings

Article 11: There are two types of shareholders’ meetings: regular and special. The regular meeting shall be held once a year within six months after the end of each fiscal year, and shall be convened by the Board of Directors with a thirty-day notice to all shareholders. The special meeting shall be convened by the Board of Directors with a fifteen-day notice to all shareholders as necessary. The shareholders’ meeting may be held through videoconferencing or other methods announced by the competent authority.

Shareholders’ meetings may be conducted by video conference or other methods announced by the competent authority.

Article 12: If a shareholder is unable to attend a shareholders’ meeting due to certain reasons, they may issue a power of attorney issued by the Company, specifying the scope of authorization to delegate a representative to attend. The power of attorney should be delivered to the Company five days before the meeting. In case of duplicates, the one delivered first shall be valid, unless the shareholder declares to revoke the power of attorney before the meeting.

Article 13: Each shareholder of the Company shall have one voting right per share, except as otherwise provided by the Company Act.

Article 14: Unless otherwise provided by the Company Act or these Articles of Incorporation, resolutions of the shareholders’ meeting shall require the attendance of shareholders representing more than half of the total issued shares, and such attendance may be in person or by proxy with a power of attorney. The resolutions shall be passed by the affirmative votes of more than half of the voting rights held by the shareholders present. According to regulations of the competent authority, shareholders of this company may also exercise their voting rights electronically, and such shareholders who exercise their voting rights electronically shall be deemed to have attended the meeting in person. All relevant matters shall be handled in accordance with applicable laws and regulations.

Article 15: Unless otherwise provided by the Company Act, the shareholders’ meeting shall be convened by the Board of Directors, with the chairman of the board as the presiding officer. In the event that the chairman of the board is absent or unable to perform his or her duties for any reason, the proxy shall be appointed in accordance with Article 208 of the Company Act.

If the meeting is convened by a person other than the Board of Directors, the chairman shall be appointed by that convener. When there are two or more conveners, they shall elect a chairman from among themselves.

Article 16: Resolutions of the shareholders’ meeting shall be recorded in minutes, which shall be signed or stamped by the chairman and distributed to all shareholders within 20 days after the meeting. The preparation and distribution of the minutes may be done electronically. The distribution of the first item of the minutes may be made by public notice.

The minutes shall accurately record the year, month, day, place, name of the chairman, method of decision-making, essential points of the proceedings, and results. The minutes shall be permanently preserved during the existence of the Company.

Chapter 4 Directors and Supervisors

Article 17: The Company has 7 to 9 directors, who serve a term of three years and are elected by the shareholders’ meeting from among individuals with legal capacity. Directors may be re-elected for consecutive terms.

Among the aforementioned director positions, there are at least three independent director positions.

The election of directors adopts the candidate nomination system under Article 192-1 of the Company Act.

Regarding the term, professional qualifications, shareholding, concurrent positions restrictions, nomination and election methods, and other matters to be complied with for independent directors, they shall be handled in accordance with the regulations of the securities regulator.

Article 17-1: The Company has established an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act, which is composed of all independent directors, among whom

  • 38 -

at least one possesses expertise in accounting or finance and at least one resides domestically, with one of them serving as convener.

The Audit Committee is responsible for performing the duties of a supervisor prescribed by the Company Act, the Securities and Exchange Act, and other applicable laws and regulations, as well as the duties prescribed for audit committees by the Securities and Exchange Act.

Article 18: When one-third of the director seats are vacant or all independent directors are dismissed, the Board of Directors shall convene an extraordinary shareholders' meeting within sixty days to hold an election to fill the vacancies. The term of office of the newly elected directors shall be limited to the remaining term of their predecessors.

Article 19: When the term of office of a director expires but no new director is elected, their tenure is extended until the new directors take office.

Article 20: The Board of Directors organizes the Board of Directors, in which, with the attendance of two-thirds or more of the directors and the approval of a majority of the attending directors, one person is elected as the chairman, and one person may be appointed as the vice chairman. The chairman shall execute all business of the Company in accordance with laws, regulations, the articles of incorporation, resolutions of the shareholders' meeting and the Board of Directors. In the event that the chairman is on leave or unable to perform his/her duties due to unforeseeable reasons, the provisions of Article 208 of the Company Act shall apply to his/her proxy.

Article 20-1: The convening of the Board of Directors shall specify the purpose of the meeting and notify all directors at least seven days in advance. However, in case of an emergency, the meeting may be called at any time. The notice of the convening as described in the preceding paragraph may be made in writing, by facsimile, or electronically.

Article 21: The Board of Directors meeting, unless otherwise provided by the Company Act, requires the attendance of more than half of the directors and the consent of more than half of the attending directors. In case a director is unable to attend the meeting due to reasons, he/she may issue a power of attorney listing the authorized scope to authorize another director to attend the Board of Directors meeting, but each director may only represent one absent director.

When the Board of Directors meeting is held via video conference, directors who participate in the meeting via video conference are deemed to be present in person.

Article 22: Minutes of the Board of Directors' meetings should be recorded and signed or stamped by the chairman, and distributed to all directors within 20 days after the meeting. The minutes, attendance sheet with signatures of attending directors, and proxy letters authorizing attendance by a representative should be kept on file by the Company.

Article 23: During their term of office, the directors of the Company may be liable for compensation for any business within the scope of their duties. The Company may, through a resolution of the Board of Directors, purchase liability insurance for them to protect the rights and interests of all shareholders and reduce the operating risks of the Company.

Article 24: When directors of the Company carry out their duties, regardless of the Company's business profitability, the Company may provide remuneration. The remuneration is authorized by the Board of Directors based on the extent of their participation in the Company's operation and the value of their contribution, taking into account industry standards. Independent directors receive monthly remuneration and do not participate in the annual allocation of directors' remuneration under Article 27.

Chapter 5 Managers

Article 25: The Company may appoint managers, and their appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 26: At the end of each fiscal year, the Board of Directors shall prepare the following financial statements and reports, which shall be audited by the audit committee and accompanied by an audit report before being submitted to the shareholders' meeting for approval at least 30 days prior to the meeting.

The distribution of profits or handling of losses shall be announced in a public notice.

(1). Operating report
(2). Financial statements
(3). Proposal for profit distribution or loss offsetting.

Article 27: If the Company realizes profits in a given year (where "profits" refer to pre-tax profits before the distribution of employee compensation and directors' remuneration), the Company shall appropriate $1\%$ to $5\%$ thereof as employee compensation (with no less

  • 39 -

than 10% of the total employee compensation distributed to non-executive employees), and no more than 5% as directors' remuneration. However, where the Company still has accumulated losses (including adjusted amounts of undistributed earnings), the amount required to offset such losses shall be reserved in advance.

The employee compensation referred to in the preceding paragraph may be paid in shares or cash, and the recipients may include employees of subsidiary companies who meet the conditions prescribed by the Board of Directors. The directors' remuneration referred to in the preceding paragraph shall be paid in cash only.

The matters referred to in the preceding two paragraphs shall be resolved by the Board of Directors and reported to the Shareholders' Meeting.

Article 27-1: If the Company has net profits after tax in the annual final settlement, it shall first make up for accumulated losses (including adjusted undistributed earnings), and then allocate 10% as the statutory surplus reserve in accordance with the law. However, if the cumulative statutory surplus reserve has reached the Company's paid-in capital, this limit does not apply. The Company shall allocate or reverse the special surplus reserve according to laws, regulations, or competent authorities' provisions. The remaining profits, together with undistributed earnings at the beginning of the period (including adjusted undistributed earnings), shall be proposed by the Board of Directors for distribution in the form of issuing new shares. If distributed in cash, the distribution shall be authorized by the Board of Directors with a resolution supported by over two-thirds of the attending directors, and a majority of the attending directors, in accordance with Article 240, Paragraph 5 of the Company Act, and reported to the shareholders' meeting.

The Company's industry environment is in a stable and mature period. However, for development and transformation needs, the dividend policy should consider financial structure, earnings, long-term operational planning, and other factors. The Company shall distribute the shareholder's dividends according to Article 27, with the cash dividend not less than 30% of the total shareholder dividends.

Chapter 7 Supplementary Provisions

Article 28: The articles of incorporation and operational regulations of this company may be amended by the Board of Directors.

Article 29: Any matters not covered by the Articles of Incorporation shall be handled in accordance with the provisions of the Company Act.

Article 30: This chapter was established on November 29, 1966 and shall be implemented after being approved and registered by the competent authority. Any amendments made thereafter shall apply accordingly.

The first amendments were made on December 16, 1968,

followed by the second on July 8, 1970,

The third on January 1, 1971,

The fourth on September 15, 1975,

The fifth on February 2, 1977,

The sixth on February 1, 1982,

The seventh on July 2, 1983,

The eighth on September 10, 1983,

The ninth on October 2, 1985,

The tenth on September 1, 1990,

The eleventh on April 15, 1992,

The twelfth on May 21, 1992,

  • 40 -

The thirteenth on August 18, 1992,
The fourteenth on December 15, 1992,
The fifteenth on April 12, 1993,
The sixteenth on April 30, 1994,
The seventeenth on August 27, 1994,
The eighteenth on May 13, 1995,
The nineteenth on May 11, 1996,
The twentieth on May 22, 1997,
The twenty-first on April 30, 1998,
The twenty-second on June 21, 2000,
The twenty-third on June 7, 2001,
The twenty-fourth on June 27, 2002,
The twenty-fifth on June 27, 2003,
The twenty-sixth on June 23, 2005,
The twenty-seventh on June 23, 2006,
The twenty-eighth on June 15, 2007,
The twenty-ninth on June 13, 2008,
The thirtieth on June 16, 2009,
The thirty-first on June 18, 2010,
The thirty-second on June 10, 2011,
The thirty-third on June 12, 2012,
The thirty-fourth on June 10, 2015,
The thirty-fifth on June 13, 2016,
The thirty-sixth on June 8, 2017,
The thirty-seventh on June 11, 2018,
The thirty-eighth on June 16, 2020,
The thirty-ninth on August 23, 2021.
The fortieth amendments were made on June 21, 2023.
The forty-first amendments were made on June 5, 2025.

  • 41 -

Appendix 2

Dacin Construction Co., LTD.

Rules Governing the Conduct of Shareholders Meetings

Amendments made on June 21st, 2023

Articles 1: Unless otherwise provided by laws and regulations, the General Shareholders' Meeting of the Company shall be governed by these rules.

Article 1-1: Unless otherwise provided by law, the shareholders' meeting of this company shall be convened by the Board of Directors.

Changes to how this 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.

If the Company holds a video conference for the shareholders' meeting, it should be specified in the Articles of Incorporation, and the resolution should be passed by a two-thirds attendance of the directors and a majority vote of the attending directors.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, The Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at The Company and the professional shareholder services agent designated thereby.

On the day of the shareholders' meeting, the Company shall provide the meeting handbook and supplementary materials to shareholders in the following ways:

  1. For physical shareholders' meetings, they shall be distributed at the meeting venue.
  2. For video-assisted shareholders' meetings, they shall be distributed at the meeting venue and transmitted to the video conference platform in electronic form.
  3. For video shareholders' meetings, they shall be transmitted to the video conference platform in electronic form.

The notice and announcement shall specify the reasons for the convocation, and may be transmitted electronically with the consent of the counterparty. Proposals to elect or dismiss directors, amend the articles of incorporation, reduce capital, apply for suspension of public offering, director's non-compete license, profit capitalization, and company dissolution, merger, division, or matters specified in Article 185, paragraph 1 shall be listed and explained in the convocation, and shall not be proposed by temporary motion.

The convocation reason for the shareholders' meeting has already specified a comprehensive re-election of directors and the date of assumption of office. After the re-election of directors at the shareholders' meeting, the date of assumption of office cannot be changed by temporary motion or other means at the same meeting.

Shareholders holding more than 1% of the total issued shares may propose one proposal to the Company for the regular shareholders' meeting, and proposals exceeding one item shall not be included in the agenda. However, if the shareholder's proposal is a suggestion to urge the Company to enhance the public interest or fulfill social responsibility, the Board of Directors may still include it in the agenda. In addition, if the shareholder's proposed agenda falls under any of the provisions of Article 172-1, subparagraph 4 of the Company Act, it may not be included in the agenda.

Before the suspension of stock transfer for the regular shareholders' meeting, the Company shall announce the acceptance of shareholder proposals, the method of written or electronic acceptance, the place of acceptance, and the acceptance period, which shall not be less than ten days.

Shareholder proposals shall be limited to 300 words. Proposals exceeding 300 words shall not be included in the agenda. The shareholder proposing the agenda shall attend the regular shareholders' meeting in person or appoint someone to attend and participate in the discussion of the proposal.

Before the convocation notice of the shareholders' meeting, the Company shall notify the proposal shareholder of the result of the proposal's processing and list the proposals that comply with this article in the notice. For shareholder proposals not included in the agenda, the Board of Directors shall explain the reasons for not including them at the shareholders' meeting.

Article 2: The Company shall include in the meeting notice the reporting time and location for shareholders, solicitors, and proxy agents (hereinafter referred to as "shareholders") to report, as well as other matters that should be noted.

The reporting time for shareholders shall be at least 30 minutes before the start of the meeting; the reporting location shall be clearly marked and staffed by adequate and competent personnel. For virtual shareholders'

  • 42 -

meetings, shareholders should report on the virtual meeting platform 30 minutes before the start of the meeting, and those who complete the reporting process will be deemed to have attended the meeting in person.

Shareholders should attend the shareholders' meeting with their attendance certificates, attendance sign-in cards, or other attendance credentials. The Company shall not arbitrarily require shareholders to provide other proof of attendance based on the proof of attendance documents relied upon by the shareholders. Share solicitors should also bring their identity documents for verification.

The Company provides a sign-in book for shareholders to sign in or accepts sign-in cards from attending shareholders for proxy sign-in.

The Company shall deliver the agenda, annual report, attendance certificate, speaking slip, voting form, and other meeting materials to the attending shareholders. If there is a director election, a ballot shall be provided.

If the shareholder is a government agency or legal entity, the representative attending the shareholders' meeting is not limited to one person. When a legal entity is authorized to attend the shareholders' meeting, only one person may be designated to attend on behalf of the entity.

For virtual shareholders' meetings, shareholders who wish to attend via video conference should register with the Company two days before the meeting.

The Company shall upload the agenda, annual report, and other related materials to the virtual shareholders' meeting platform at least 30 minutes before the start of the meeting and continue to disclose them until the meeting ends.

Article 2-1: Shareholders may issue a proxy issued by the Company for each shareholders' meeting, stating the scope of authorization and the proxy holder to attend the meeting on their behalf.

Each shareholder may issue only one proxy, and appoint only one proxy holder. The proxy shall be delivered to the Company no later than five days before the meeting. In case of duplicate proxies, the one delivered first shall prevail. However, the declaration of revocation by the previous proxy issuer is not subject to this limit.

After the proxy form is delivered to the Company, if a shareholder wishes to attend the meeting in person or exercise voting rights in writing or electronically must notify the Company in writing of the revocation of the proxy no later than two days before the meeting. Failure to do so shall result in the proxy holder attending and exercising the voting rights on their behalf.

If shareholders wish to attend the meeting by video conference after delivering the proxy to the Company, they must notify the Company in writing of the revocation of the proxy no later than two days before the meeting. Failure to do so shall result in the proxy holder attending and exercising the voting rights on their behalf.

After the proxy form is delivered to the Company, if a shareholder wishes to attend the shareholders' meeting via video conferencing, he/she shall notify the Company in writing of the revocation of the proxy at least two days before the meeting. If the revocation is made after the deadline, the appointed representative shall exercise the voting rights on behalf of the shareholder.

Article 2-2: The location of the shareholders' meeting shall be at the place of the Company's domicile or at a location convenient for shareholders to attend and suitable for holding the meeting. The meeting shall not commence earlier than 9 a.m. or later than 3 p.m., and the location and time of the meeting shall take into account the opinions of independent directors.

When the Company holds a virtual shareholders' meeting, it is not subject to the above location restrictions.

When holding a virtual shareholders' meeting, the chairman and the record keepers shall be at the same location within the country, and the chairman shall announce the address of the location at the start of the meeting.

Article 2-3: When the Company holds a virtual shareholders' meeting, the following matters should be included in the notice of the meeting:

  1. Methods for shareholders to participate in and exercise their rights in the virtual meeting.

  2. The handling of any obstacles that may arise due to natural disasters, accidents, or other force majeure events that prevent the virtual meeting platform or virtual participation. This should include at least the following matters:

(a) If the obstacles cannot be resolved before the scheduled meeting time, the date and time for postponing or continuing the meeting.

(b) Shareholders who did not register for virtual participation in the original meeting are not allowed to participate in the postponed or continued meeting.

(c) In the case of holding a virtual meeting with assistance, if the virtual meeting cannot be continued, the meeting should proceed if the total number of shares present, including those participating virtually, reaches the legally required quorum. If a shareholder participates virtually, their shares should be counted towards the total number of shares present. For all proposals at the meeting, such shareholders should be deemed to abstain.

(d) The handling of situations where all proposals have already been announced but no ad hoc motions have been made.

  • 43 -

  1. When holding a virtual shareholders' meeting, appropriate alternative measures should be provided for shareholders who have difficulty participating virtually. Except for the circumstances specified in Article 44-9(6) of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least connection equipment and necessary assistance should be provided, and the period during which shareholders may apply to the Company and other relevant matters should be stated.

Article 2-4: When our company holds a virtual shareholders' meeting, appropriate alternative measures should be provided for shareholders who have difficulties attending the meeting via video conferencing, except in cases stipulated in Article 44-9(6) of the Regulations Governing the Administration of Shareholder Services of Public Companies. The Company should at least provide shareholder connection equipment and necessary assistance, and specify the period for shareholders to apply to the Company and other related precautions.

For a virtual meeting, the Company may provide a simple connection test for shareholders before the meeting, and provide relevant services in real-time before and during the meeting to assist with technical communication issues.

In a virtual meeting, the chairperson should announce, in addition to the circumstances specified in Article 44-20(4) of the Regulations Governing the Administration of Shareholder Services of Public Companies that do not require postponement or continuation of the meeting, that if technical problems occur with the video conferencing platform or participation via video conferencing for more than thirty minutes due to natural disasters, incidents, or other force majeure events before the announcement of the meeting adjournment, the date of the meeting should be postponed or continued within five days, and the provisions of Article 182 of the Company Act do not apply.

Shareholders who did not register for video participation in the original shareholders' meeting are not allowed to participate in the postponed or continued meeting.

Shareholders who have completed registration for video participation in the original shareholders' meeting and checked-in but did not participate in the postponed or continued meeting will have their attended shares, exercised voting rights, and election rights counted towards the total number of shares, votes, and election rights of the shareholders attending the postponed or continued meeting.

When a postponed or continued meeting is held in accordance with the provisions of the second paragraph, the proposals that have already been voted on and counted, and the voting results or the list of elected directors or supervisors that have been announced, do not need to be discussed and resolved again.

If our company holds a virtual assisted shareholders' meeting, and the virtual meeting cannot be continued according to the second paragraph, if the total number of shares attending the meeting after deducting the number of shares attending the original meeting via video conferencing still meets the legally required quorum for the shareholders' meeting, the meeting should continue and does not need to be postponed or continued in accordance with the provisions of the second paragraph.

In the case of a meeting that should be continued, shareholders who participate via video conferencing should be counted towards the total number of shares of the attending shareholders, but will be deemed to have abstained from voting on all proposals for that shareholders' meeting.

When our company postpones or continues a meeting according to the provisions of the second paragraph, it should carry out the relevant pre-operations in accordance with the date of the original shareholders' meeting and the provisions of the respective articles listed in Article 44-20(7) of the Regulations Governing the Administration of Shareholder Services of Public Companies.

Publicly traded companies shall postpone or continue the date of the shareholders' meeting according to the provisions of Article 12, the latter part of Article 13, Article 44-5(2), Article 44-15, and Article 44-17(1) of the Regulations Governing the Use of Power of Attorney by Shareholders Attending Shareholders Meetings of Public Companies and the Guidelines for Handling Stock Affairs of Public Companies.

Article 3: If the shareholders' meeting is convened by the Board of Directors, the chairman shall be the chairman of the Board of Directors. In case the chairman is absent or unable to perform his/her duties due to any reason, the vice chairman shall act on his/her behalf. If there is no vice chairman or the vice chairman is absent or unable to perform his/her duties due to any reason, the chairman shall designate a director to act on his/her behalf. If the director fails to designate a proxy, the directors shall elect a director to act on his/her behalf.

The chairman referred to in the preceding paragraph shall be a director who has been in office for more than six months and has knowledge of the Company's financial and business conditions. The same shall apply if the chairman is a representative of a corporate director.

The chairman of the Board of Directors shall preside over the shareholders' meeting convened by the Board of Directors, and at least one half of the directors and at least one independent director and at least one representative of each functional committee shall attend the meeting in person and record their attendance in the minutes of the shareholders' meeting.

  • 44 -

If the shareholders' meeting is convened by the Board of Directors other than the above, the chairman shall be appointed by the person who has the right to convene the meeting. If there are two or more persons with the right to convene the meeting, they shall elect a chairman from among themselves.

Article 4: The Company may appoint its authorized lawyers, accountants, or relevant personnel to attend the shareholders' meeting.

Article 5: The Company shall record the entire audio and video of the shareholder registration process, meeting proceedings, and voting counting process from the time of the shareholder registration.

The audio and video data shall be saved for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Act, the data shall be saved until the end of the lawsuit.

If the shareholders' meeting is held by video conference, the Company shall record and keep a record of the registration, sign-in, inquiry, voting, and company's vote counting results. The video conference shall be recorded continuously and uninterrupted by audio and video.

The above data and audiovisual recordings shall be properly preserved during the storage period and provided to the entrusted person responsible for handling the video conference affairs for storage. If the shareholders' meeting is held by video conference, the Company should record and keep a record of the backstage operation interface of the video conference platform.

For shareholders' meetings held via video conference, the Company should record the backstage operating interface of the video conference platform.

Article 6: 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 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 2.

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 7: If the shareholders' meeting is convened by the Board of Directors, the agenda shall be determined by the board, and relevant proposals (including ad hoc motions and amendments to the original proposals) shall be voted on separately. The meeting shall proceed according to the scheduled agenda, which shall not be changed without the consent of the shareholders' meeting. If the shareholders' meeting is convened by a person other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

The scheduled agenda referred to in the preceding two paragraphs shall not be concluded until a resolution is passed. The chairman shall not adjourn the meeting without a resolution.

If the chairman violates the rules of procedure and adjourns the meeting, the other members of the Board of Directors shall promptly assist the attending shareholders in accordance with the statutory procedures to elect a person with the consent of a majority of the voting rights to serve as the chairman and continue the meeting.

Article 8: Before attending shareholders' speeches, shareholders must fill out a speech slip indicating the main points of the speech, the shareholder's account number (or attendance certificate number), and the account name.

The chairman will designate the order of speeches. Shareholders who only submit a speech slip but do not speak will be considered as not having spoken. If the content of the speech is inconsistent with the speech slip, the content of the speech shall prevail.

During shareholder speeches, other shareholders may not speak or interfere without the consent of the chairman and the speaking shareholder. Violators shall be restrained by the chairman.

For shareholders' meetings held via video conference, shareholders who participate via video conferencing may ask questions in writing on the shareholders' meeting video conferencing platform from the time the chairman announces the start of the meeting until the adjournment of the meeting. Each question about a motion may not exceed two times and each time is limited to 200 words. The provisions of items 1 to 3 do not apply.

  • 45 -

If the preceding question does not violate the regulations or exceed the scope of the motion, it should be disclosed on the shareholders' meeting video conferencing platform for public knowledge.

Article 9: Each shareholder may speak on the same agenda item no more than twice, with each time not exceeding five minutes, without the approval of the chairman. If a shareholder's speech violates the above rule or goes beyond the scope of the agenda item, the chairman may stop the speech.

Article 10: When a legal entity attends a shareholders' meeting, only one person may be appointed to represent the entity. If a legal entity shareholder appoints more than two representatives to attend the shareholders' meeting, only one person may speak on the same agenda item.

Article 11: After a shareholder speaks, the chairperson may personally respond or designate relevant personnel to respond.

Article 11-1: The voting at the shareholders' meeting shall be based on the number of shares held by the shareholders.

The shares held by the shareholders without voting rights shall not be counted as part of the total number of shares issued in the resolution of the shareholders' meeting.

If a shareholder has a conflict of interest in the matter of the meeting that may harm the interests of the Company, the shareholder may not vote and may not act as a proxy for another shareholder to exercise his/her voting rights.

The shares for which voting rights are not exercised in accordance with the preceding paragraph shall not be counted as part of the voting rights of the shareholders present.

Except for trust companies or share registration agencies approved by the securities regulator, if one person is entrusted by two or more shareholders at the same time, the voting rights represented by the proxy shall not exceed 3% of the total voting rights of the issued shares. Any excess voting rights shall not be counted.

Article 11-2: Each shareholder has one voting right per share, except those who are restricted or have no voting rights under Article 179, Paragraph 2 of the Company Act.

When the Company convenes a shareholders' meeting, the voting rights may be exercised electronically and in writing. The method of exercising voting rights in writing or electronically shall be specified in the notice of convocation of the shareholders' meeting. Shareholders who exercise their voting rights in writing or electronically shall be deemed to be present at the shareholders' meeting. However, they shall be deemed to have abstained from voting on any interim proposal or amendments to the original proposal at the meeting, and the Company should avoid proposing such interim proposals or amendments.

For shareholders who exercise their voting rights in writing or electronically, their expressions of intent should be delivered to the Company two days prior to the shareholders' meeting. If there are multiple expressions of intent, the earliest one shall prevail. However, expressions of intent that have been withdrawn before the meeting shall not be subject to this requirement.

If shareholders who have exercised their voting rights in writing or electronically wish to attend the shareholders' meeting in person or by video conference, they should withdraw their previous expressions of intent in the same manner as they exercised their voting rights, two days prior to the meeting. If the withdrawal is made after the deadline, the voting rights exercised in writing or electronically shall prevail. If a shareholder exercises their voting rights in writing or electronically and authorizes an agent to attend the shareholders' meeting on their behalf, the voting rights exercised by the agent shall prevail. Shareholders' votes at the shareholders' meeting shall be calculated based on their shares.

When the Company convenes a video conference for the shareholders' meeting, shareholders who participate by video conferencing should conduct various proposal voting and election voting through the video conferencing platform after the chairman announces the start of the meeting and should complete it before the chairman announces the end of the voting; those who exceed the time limit shall be deemed to have abstained.

When a shareholders' meeting is held by video conferencing, the vote counting shall be conducted once after the chairman announces the end of the voting and the voting and election results shall be announced. When the Company convenes a video-assisted shareholders' meeting, shareholders who register to attend the shareholders' meeting by video conferencing and wish to attend the physical shareholders' meeting in person should revoke their registration in the same manner as before two days before the shareholders' meeting; those who revoke their registration after the deadline can only attend the shareholders' meeting by video conferencing.

Shareholders who exercise their voting rights in writing or electronically and participate in the shareholders' meeting by video conferencing may not exercise their voting rights or propose amendments to the original proposals or vote on the amendments to the original proposals, except for temporary resolutions.

Article 12: The chairperson shall provide sufficient explanation and discussion opportunities for the proposals, amendments, or motions raised by shareholders. When deemed ready for voting, the chairperson may announce the end of discussion, put it to a vote, and arrange for an adequate voting period.

Article 13: The scrutineers and vote counters for the voting on the agenda items shall be appointed by the chairperson, but the scrutineers shall be shareholders. The vote counting process for the resolutions or elections at the shareholders' meeting shall be conducted publicly at the meeting venue, and the results of the vote, including the number of votes cast, shall be announced on the spot after the vote counting is completed and recorded.

  • 46 -

Article 13-1: When the shareholders' meeting elects' directors, it shall follow the relevant regulations of the Company and announce the election results on the spot, including the list of elected directors, their number of votes, and the list of unsuccessful candidates and their number of votes.

The ballots for the election shall be sealed and signed by the scrutineers, properly kept, and preserved for at least one year. However, if the shareholders bring a lawsuit under Article 189 of the Company Act, they shall be kept until the lawsuit is concluded.

Article 13-2: The decisions made at a shareholders' meeting shall be recorded in minutes, signed or stamped by the chairman, and distributed to each shareholder within 20 days after the meeting. The minutes may be prepared and distributed electronically.

The distribution of the minutes may be made through the announcement system of the TWSE MOPS.

The minutes shall accurately record the date, location, name of the chairman, method of decision-making, summary of the proceedings, and voting results (including the total number of votes for each side) of the meeting. In the event of the election of directors, the vote count for each candidate shall be disclosed. The minutes shall be permanently preserved during the existence of the Company.

Article 13-3: The number of shares solicited, the number of shares represented by proxies, and the number of shares represented by shareholders attending the meeting in writing or electronically shall be compiled into a statistical table in the prescribed format by the Company on the day of the shareholders' meeting, and clearly displayed at the meeting venue. For shareholders' meetings held via video conferencing, the Company shall upload the aforementioned information to the video conferencing platform at least 30 minutes before the start of the meeting and continuously disclose it until the end of the meeting.

When the Company announces the opening of the shareholders' meeting via video conference, the total number of shares represented by attending shareholders shall be disclosed on the video conference platform. The same applies if the total number of shares represented by attending shareholders and the total voting rights are separately tallied during the meeting.

If any resolutions of the shareholders' meeting constitute material information under relevant laws and regulations or Taipei Exchange (TPEx) rules, the Company shall transmit the contents to TWSE MOPS within the prescribed time limit.

Article 13-4: For shareholders' meetings held via video conference, the Company shall promptly disclose the voting results and election results of each proposal in accordance with the regulations on the video conference platform after the end of the voting. The disclosure shall continue for at least fifteen minutes after the chairman announces the adjournment of the meeting.

Article 14: During the meeting, the chairman may announce a break at a suitable time. In case of unforeseeable circumstances, the chairman may order a temporary suspension of the meeting and announce a new time for its continuation, depending on the situation.

If the meeting venue cannot be used as scheduled before the agenda of the shareholders' meeting (including any ad hoc proposals) is completed, the shareholders' meeting may pass a resolution to find another venue to continue the meeting.

In accordance with Article 182 of the Company Act, the shareholders' meeting may pass a resolution to postpone or continue the meeting within five days.

Article 15: Unless otherwise provided by the Company Act or the Articles of Incorporation, the passage of a resolution shall require the affirmative votes of more than half of the voting rights present at the shareholders' meeting. When voting, the chairman or designated personnel shall announce the total number of voting rights of the attending shareholders, and the shareholders shall vote on each agenda item individually. The results of the votes for approval, disapproval, and abstention shall be reported to TWSE MOPS on the day of the shareholders' meeting.

Article 16: When there are amendments or substitute proposals for the same agenda item, the chairperson shall determine the voting order for all proposals, including the original proposal. If one of the proposals has already been passed, the other proposals shall be deemed rejected and no further vote is necessary.

Article 17: The personnel in charge of the shareholders' meeting affairs should wear identification cards or armbands.

The chairman may direct the marshal (or security personnel) to assist in maintaining order in the venue. The marshal (or security personnel) shall wear armbands with the words "marshal" when assisting in maintaining order.

If there is a sound amplification device available in the venue, the chairman may prohibit shareholders from speaking using equipment not provided by the Company.

Shareholders who violate the rules of procedure and refuse to comply with the chairman's correction, and obstruct the progress of the meeting, may be requested to leave the venue by the chairman's direction of the marshal or security personnel.

Article 18: Matters not specified in these rules shall be handled in accordance with the Company Act, other relevant laws and regulations, and the Articles of Incorporation.

Article 19: This regulation shall come into effect after being approved by the Board of Directors and the Shareholders' Meeting, and any amendments shall also be subject to the same process.

  • 47 -

Appendix 3

Dacin Construction Co., LTD.

Procedure for Election of Directors

Amendments made on June 5, 2025

Article 1: The election of directors of the Company shall be conducted in accordance with the provisions of these Regulations, unless otherwise provided by laws or the Articles of Incorporation of the Company.

Article 2: The election of directors in this company shall adopt the method of cumulative voting by name. The names of the voters may be represented by numbers on the ballots. Each share shall have the same number of votes as the number of persons to be elected. The votes may be concentrated on one person or distributed among several persons. The election of directors in this company shall follow the nomination system as stipulated in Article 192-1 of the Company Act. The election shall be conducted separately for independent directors and non-independent directors, and the number of elected directors shall be counted accordingly.

Article 3: The directors of this Company shall be elected by the shareholders' meeting from among those who have legal capacity, and in accordance with the number of seats specified in the Articles of Incorporation. The candidate who receives the most votes in the election shall be elected as a director in sequence according to the number of votes received. In the event that two or more candidates have the same number of votes and exceed the prescribed number of seats, a lottery shall be conducted among them. If any candidate is absent, the chairman shall conduct the lottery on their behalf.

Article 4: Before the election starts, the chairperson shall appoint several inspectors and vote counters to perform their respective duties.

The ballot box used for the election shall be prepared by the Company and shall be opened and inspected in public by the inspectors before the voting begins.

Article 5: The Board of Directors shall prepare a number of voting ballots equal to the number of directors to be elected, with their voting rights filled in, and distribute them to the shareholders attending the shareholders' meeting.

Article 6: If the nominee is a shareholder, the voter shall fill in the nominee's name and shareholder number in the "nominee" field on the ballot. If the nominee is not a shareholder, the voter shall fill in the nominee's name in the "nominee" field on the ballot. However, if the nominee is a government agency or a juristic person, the "nominee" field on the ballot shall indicate the name of the government agency or juristic person. If necessary, the name of the representative of the government agency or juristic person may also be indicated on the ballot, and the name of each representative shall be listed separately if there are multiple representatives.

Article 7: A ballot shall be deemed invalid under any of the following circumstances:

  1. The ballot is not prepared by the person having convening authority.
  2. A blank ballot cast or a ballot not deposited in the ballot box.
  3. A ballot with unclear or altered handwriting.
  4. The name of the candidate filled in on the ballot does not match the director candidates upon verification.
  5. Any other text written on the ballot other than the name of the elected person and the number of voting rights allocated
  6. The total number of candidates listed on the ballot and the total number of votes cast exceed the number of seats available or the total number of votes specified on the ballot.

Article 8: The votes shall be counted on the spot under the supervision of the polling officers after the close of voting, and the results shall be announced by the chairman immediately.

Article 9: The elected directors shall be separately issued with a notice of election by the Company's Board of Directors.

Article 10: This regulation shall come into effect after being passed by the shareholders' meeting, and the same shall apply when it is revised.

  • 48 -

Appendix 4

Dacin Construction Co., LTD.

Status of the Shareholding of Directors

  1. The authorized capital of the Company is NT$ 3,500,000,000 and the paid-in capital is NT$ 2,707,939,670.
  2. According to Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Rations at Public Companies," all directors should hold a minimum number of shares equal to 12,000,000.
  3. As of the record date of this shareholders' meeting (April 11, 2026), the individual and total shareholdings of the directors listed in the shareholders' registry are as follows:
Job Title Name Date of Appointment Term of Office Shareholding Shareholding as Recorded on the Shareholder's Register on the Record Date
Number of Shares Ratio of Shares Number of Shares Ratio of Shares
Chairman Jen-Jeng Wang June 21st,2023 3 Years 30,266,284 8.94% 24,213,027 8.94%
Vice Chairman Jen-Chih Wang June 21st,2023 3 Years 13,977,309 4.13% 11,254,647 4.16%
Director Pin Cin Investment Co., LTD. Representative: Li-Chun Dai June 21st,2023 3 Years 9,533,838 2.82% 7,627,070 2.82%
Director Pin Cin Investment Co., LTD. Representative Chao-Bang Liao June 21st,2023 3 Years 9,533,838 2.82% 7,627,070 2.82%
Independent Director Victor Wang June 21st,2023 3 Years 0 0% 0 0%
Independent Director Yu-Kung Ding June 21st,2023 3 Years 0 0% 0 0%
Independent Director Xin-Cheng Lin June 21st,2023 3 Years 0 0% 0 0%
  • 49 -

Appendix 5

Information of Employee Compensation and Directors' Remuneration

  1. The percentage or range of employee compensation and director remuneration as stated in the Articles of Incorporation:

In accordance with Article 27 of the Articles of Incorporation, the Company shall deduct employee and director compensation from its annual pre-tax profits, and after reserving an amount for compensation, allocate any remaining balance to employee compensation in the range of 1% to 5% (with no less than 10% of the total employee compensation distributed to non-executive employees) and director compensation not exceeding 5%.

  1. Information on proposed distribution of employee compensation approved by the Board of Directors:

1) On March 12, 2026, the Board of Directors approved the proposed distribution of cash to employees in the amount of NT$55,000,000 (Within employee’s remuneration, it is proposed to be allocated to non-executive employees, with the corresponding amount being NT$13,695 thousand) and director remuneration of NT$30,000,000.

2) Proposed distribution of employee compensation, employee stock dividends and director remuneration, and the difference between the estimated annual accrual of expenses and actual expenses, as well as the reason and treatment thereof: None.

Appendix 6

Explanation on the Processing of Shareholder Proposals at the 2025 Annual Shareholders’ meeting:

  1. Pursuant to Article 172-1 of the Company Act, a shareholder who holds more than one percent of the total issued shares of the Company may propose a resolution for consideration at the annual shareholders’ meeting by submitting a written proposal to the Company. Each proposal is limited to 300 words and only one proposal may be submitted.

  2. The Company has announced on TWSE MOPS that it will accept shareholder proposals for the annual shareholders’ meeting from March 12, 2026 to March 18, 2026 in accordance with the law.

  3. The Company has not received any shareholder proposals.

  4. 50 -