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FOPCO Proxy Solicitation & Information Statement 2026

Mar 30, 2026

51752_rns_2026-03-30_745cc3cd-cd8c-4cdf-a6a6-6f1033c3d124.pdf

Proxy Solicitation & Information Statement

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Stock Code: 1225

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瑞懋迪盾股份有限公司

FORMOSA OILSEED PROCESSING CO., LTD.

Handbook for the 2026 First Extraordinary Shareholders' Meeting

Time: April 16, 2026

Venue: Conference Room at

Importers and Exporters Association of Taipei, IEAT

(No. 350, Songjiang Rd., Zhongshan Dist., Taipei City)

Means of shareholders' meeting: physical shareholders' meeting

Table of Contents

Page

Meeting Procedure...1
Extraordinary Shareholders’ meeting Agenda...2
I. Matters for Discussion...3
II. Election Matters...8
III. Extempore Motion...11

Appendices
1. Articles of Incorporation...13
2. Rules of Procedure for Shareholders’ Meeting...23
3. Regulations Governing Election of Directors...31
4. Shareholdings of Directors...34

1

FORMOSA OILSEED PROCESSING CO., LTD.

Procedure for the 2026 First Extraordinary Shareholders’ Meeting

I. Call the Meeting to Order
II. Chairperson Remarks
III. Matters for Discussion
IV. Election Matters
V. Extempore Motion
VI. Adjournment

FORMOSA OILSEED PROCESSING CO., LTD.
Agenda for the 2026 First Extraordinary Shareholders’ Meeting

Time: 1:30 pm, Thursday, April 16, 2026

Venue: Conference Room at
Importers and Exporters Association of Taipei, IEAT
(No. 350, Songjiang Rd., Zhongshan Dist., Taipei City)

Means of shareholders’ meeting: physical shareholders’ meeting

I. Call the Meeting to Order (Number of shares present)
II. Chairperson Remarks
III. Matters for Discussion
(1) To discharge Director Shin Tai Industry Co., Ltd.
(2) To discharge Director Wu, Ching-Teh.
(3) To discharge Independent Director Hsu, Chi-Jeng.
(4) To discharge Independent Director Shih, Po-Yuan.
IV. Election Matters
If the proposal to discharge any independent director of FOPCO is approved, a by-election for one independent director of the Company shall be held. Please vote accordingly.
V. Extempore Motion
VI. Adjournment

3

Matters for Discussion

4

【Matters for Discussion】

Case 1 Proposed by the Board

Summary: To discharge Director Shin Tai Industry Co., Ltd.

Explanation:

  1. Due to the recent incident of forcefully seizing the company's official seal by the director, Shin Tai Industry Co., Ltd., it is evident that the company's governance is in disarray; therefore, it is proposed that he be removed from office at the 1st Extraordinary Shareholders' Meeting in 2026.

  2. For your discussion.

Resolution:

【Matters for Discussion】

Case 2
Proposed by the Board

Summary: To discharge Director Wu, Ching-Teh.

Explanation:
1. Given that Director Wu, Ching-Teh was absent from the Company's board meeting held on February 4, 2026, causing the election of a new Chairman to be delayed and adversely affecting the Company's operations, it is proposed that he be removed from office at the Company's 1st Extraordinary Shareholders' Meeting of 2026.
2. For your discussion.

Resolution:

【Matters for Discussion】

Case 3
Proposed by the Board

Summary: To discharge Independent Director Hsu, Chi-Jeng.

Explanation:
1. Given that Independent Director Hsu, Chi-Jeng was absent from the Company’s board meeting held on February 4, 2026, causing the election of a new Chairman to be delayed and adversely affecting the Company’s operations, it is proposed that she be removed from office at the Company’s 1st Extraordinary Shareholders’ Meeting of 2026.
2. For your discussion.

Resolution:

【Matters for Discussion】

Case 4
Proposed by the Board

Summary: To discharge Independent Director Shih, Po-Yuan.

Explanation:
1. Given that Independent Director Shih, Po-Yuan. was absent from the Company's board meeting held on February 4, 2026, causing the election of a new Chairman to be delayed and adversely affecting the Company's operations, it is proposed that he be removed from office at the Company's 1st Extraordinary Shareholders' Meeting of 2026.
2. For your discussion.

Resolution:

8

Election Matters

{Election Matters}
Proposed by the Board

Summary: If the proposal to discharge any independent director of FOPCO is approved, a by-election for one independent director of the Company shall be held. Please vote accordingly.

Explanation:

I. It is proposed to dismiss the following directors at the Company's 1st Extraordinary Shareholders' Meeting of 2026: Shin Tai Industry Co., Ltd., Director Wu, Ching-Teh, Independent Director Hsu, Chi-Jeng, and Independent Director Shih, Po-Yuan. Additionally, one independent director is proposed to be elected. This election will follow a candidate nomination system, with shareholders electing from a list of independent director candidates.

II. The newly elected independent director shall assume office immediately upon election and serve the remainder of the original term until the expiration of the current term, from April 16, 2026, to November 21, 2027.

III. The election of the Company's independent directors shall be conducted by the cumulative voting method, and shareholders shall elect from the list of independent director candidates.

IV. The "List of Independent Director Candidates" approved by the Board of Directors on March 20, 2026, is as follows:

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FORMOSA OILSEED PROCESSING CO., LTD.

Nominee List for Independent Directors

(1% Shareholder Nomination)

Title Name Education Experience Current Position Shares Held Justification for Continued Nomination of Independent Directors Serving Three Consecutive Terms
Independent Director Chang, Ching - Hsiang National Taiwan University, Department of Accounting Team Leader, PwC Taiwan; Senior Manager, PricewaterhouseCoopers Zhongtian LLP (Special General Partnership); KSP CPA Limited CPA, KSP CPA Limited 0 share N/A

The above qualifications for independent director nominees were approved by the board on March 20, 2026.

Election Results:

11

Extempore Motion Adjournment

12

Appendix

13

【Appendix 1】

FORMOSA OILSEED PROCESSING CO., LTD.
Articles of Incorporation

June 26, 2025
Adopted in Regular Shareholders’ Meeting

Chapter 1 General Provision

Article 1: The Company is incorporated in accordance with the Company Act and registered under the business name of FORMOSA OILSEED PROCESSING CO., LTD.

Article 2: The Company’s scope of services is set out hereunder:

  1. Production and sales of soy powder, soybean oil (plant oil), lecithin, shortening, etc.
  2. Manufacturing, processing and sales of flour, feeding, barley flakes, corn flour and their by-products.
  3. Procurement, transportation, sales and agency trades of flour, oil, feeding, barley flakes, corn flour and their raw materials and by-products.
  4. Husbandry of livestock and poultry, and processing and sales of slaughtered livestock and poultry.
  5. General Trade (except those that are subject to special approval).
  6. Agency for product quotation, tendering and dealership of products (except for commodities) from relevant domestic and overseas manufacturers.
  7. CE01040 Watches and Clocks Manufacturing.
  8. C103020 Frozen Food Manufacturing.
  9. C104020 Manufacture of Bakery and Steam Products.
  10. G801010 Warehousing.
  11. H701010 Housing and Building Development and Rental.
  12. H703010 Rental of Factory Building.
  13. ZZ99999 All business items that are prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company may not take roles of unlimited liability shareholder for other companies or partner of partnerships; where the Company serves as a limited liability shareholder, the Company’s total amount of all investments may be more than 40 percent of the Company’s paid-in capital and may be conducted by the Board of Directors

under authorization.

Article 4: The Company shall have its head office in Taichung City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.

Chapter 2 Shares

Article 5: The total amount of the Company’s capital is NTD 3,000,000,000, which contains 300,000,000 shares of registered common stock with a value per share of NTD 10, to be issued by installments by the Board of Directors under authorization.

Article 6: Stocks of the Company are in form of registered shares, and the share certificates shall be affixed with the signatures or personal seals of three directors including Chairman representing the Company, numbered, and shall be duly certified or authenticated by the competent authority to certify shares under the laws before issuance thereof.

The Company may print its share certificate in combined form following total number of shares in each issuance of new shares, and the Company shall entrust the centralized securities depository enterprise on depository affairs; the provision requiring numbering of share certificates as provided in the preceding paragraph is not applicable under the circumstances hereof.

The Company may also be exempted from printing its share certificate, and shall register the issued shares with a centralized securities depository enterprise; the provisions in the preceding two paragraphs are not applicable under the circumstances hereof.

Administration of shareholder services of the Company shall be transacted pursuant to “Regulations Governing the Administration of Shareholder Services of Public Companies”

Article 7: Stock affairs of the Company shall be transacted pursuant to “Regulations Governing the Administration of Shareholder Services of Public Companies” as promulgated by competent authorities and relevant laws and regulations.

Article 8: Shareholders shall have their seals for signature/stamp kept at the

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Company for the use upon issuance of documents or notifications concerning verification of shareholders upon exercise of shareholders' rights or collection of dividend, bonus or other benefits.

Article 9: Transfer of shares will not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders' Meeting

Article 10: Shareholders' meetings of the Company are of two kinds: (1) regular meeting and (2) special meeting. Except as otherwise provided by the Company Act, the shareholders' meetings shall be convened by the Board of Directors.

Regular meetings shall be convened at least once a year by the Board of Directors according to the law within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown.

Article 11: A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. In case the Company intends to convene a special meeting of shareholders, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice or announcements to be given to shareholders.

Article 12: Except in the circumstances of restrictions or otherwise provided for in Article 179 of the Company Act concerning the shares without voting rights, a shareholder of the Company shall have one voting power in respect of each share in his/her/its possession.

Article 13: Resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

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Article 14: A shareholder may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted.

Article 15: For a shareholders' meeting convened by the board of directors, the meeting shall be chaired by the chairperson; in case the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, a delegate shall be appointed in compliance with Article 208 of the Company Act. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

Article 16: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes, and shall be handled pursuant to Article 183 of the Company Act.

Article 16-1: The Company may hold its shareholders' meeting by means of visual communication network or other methods promulgated by the central competent authority. The shareholders' meetings held by means of visual communication network shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

Chapter 4 Board of Directors

Article 17: The Company shall have 5 to 9 directors. From the Company's by-election in 2016, a candidate nomination system has been adopted. In the aforesaid number of directors of the Company, the directors shall include not less than 2 independent director

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members, and not less than one-fifth of the director seats shall be held by independent directors. The directors shall be elected at the shareholders meeting from among the individuals of legal capacity, with the term of three years. All Directors and Supervisor(s) shall be eligible for re-election. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. When the number of directors falls below two-third of all directors, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies, where the term of the elected directors shall be limited to unexposed term of office of the predecessor. Total number of shares of the Company held by all directors shall not be lower than percentages as prescribed by competent authorities.

Article 17-1: From by-election of new directors of the Company in 2019, the audit committee established by the Company pursuant to Article 14-4 of the Securities and Exchange Act shall be composed of the entire member of independent directors. Duties, organic regulations, performance of duties and other matters for compliance shall be conducted following relevant laws and regulations.

Article 18: The Company’s juristic person shareholders or their representatives are entitled to election of directors as well as by-elections for succeeding directors assuming the office for their predecessors.

Article 19: The directors shall elect among themselves one chairman and one vice chairman. The directors will chair the shareholders’ and Board of Directors’ meetings and shall externally represent the Company. When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of vice chairperson, one of

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the directors shall be appointed to act as chair. If no such designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chair.

Article 20: The Board of Directors' meeting shall be convened by the Chairman, however, the first Board of Directors meeting held after assumption of each batch of directors shall be convened by the directors obtaining the highest number of votes in the election he/she is elected within 15 days from the by-election date or fulfillment of term of office for the last batch of directors, whichever is later. In case a director is unable to attend the shareholders meeting, the director may appoint another director to attend the meeting by issuing a proxy form in writing. However, each director may only be the appointed proxy of only one director unable to attend. In calling a meeting of the board of directors, a notice in writing, electronic mail (E-mail) or facsimile shall be given to each director no later than 7 days prior to the scheduled meeting date.

In the case of emergency, a meeting of the board of directors may be convened at any time, and the notice to it may also be given in writing, electronic mail (E-mail) or facsimile.

Article 21: Where a Board of Directors meeting is attended by more a majority of directors after a notice is given will be deemed as presence by a quorum. However, the quorum presents in case of meetings held for conducts as prescribed in Articles 185, 208 paragraph 1, 246, 266, 282 and 316 of the Company Act and election of Chairman shall be two-third of all directors. Conducts of the Board of Directors shall only be effected by adoption in the Board of Directors meeting attended by a majority of attending directors. The minutes concerning shareholders' meeting as stated in the Article 16 herein shall apply mutatis mutandis in the meetings for meeting minutes of the Board of Directors meetings.

Article 22: Duties of the Board of Directors are as follows:

(1) Verification of significant regulations and rules.

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(2) Preparation of Business Plans.
(3) Review of budget and final accounts.
(4) Appointment and dismissal of the Company's general managers, vice general managers and managers.
(5) Proposals for earnings distribution or covering losses.
(6) Proposals for capital increase/decrease.
(7) Exercise of duties as prescribed in the Company Act or as resolved in shareholders' meetings.

Article 22-1: The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship. The Board of Directors under authorization may handle the insuring affairs at its full rights.

Article 23: The Board of Directors may appoint or employ one secretary transacting significant paperwork of the Company and other affairs following instructions of the Board.

Chapter 5 Supervisor

Article 24: (Deleted)

Article 25: (Deleted)

Article 26: (Deleted)

Article 27: (Deleted)

Chapter 6 Manager

Article 28: The Company may have one or more managerial officers. Appointment, discharge and the remuneration of the managerial officers shall be in compliance with Article 29 of the Company Act.

Chapter 7 Accounting

Article 29: Where directors of the Company perform duties of the Company, the Company shall provide compensations whose amount is set forth by the Board of Directors under authorization on basis of such duty's involvement in operations of the Company and value of contribution as well as general level of compensation as provided in the same industry.

Article 30: The fiscal year of the Company starts on 1st of January of each year and ends on 31st of December of the same year.

After the close of each fiscal year, the following reports and statements shall be prepared by the Board of Directors, and shall be submitted to the regular meeting of shareholders for acceptance following legal procedure:

(1) Report on Operations.
(2) Financial Statements.
(3) Proposals Concerning Appropriation of Net Profits of Making Up.

Article 31: If there is profit (i.e. benefits of profit before tax before deduction of employees' and directors' compensation) at the end of each fiscal year, a ratio of profit of the current year distributable as employees' and directors' compensation shall be appropriated. The distribution ratio for employees' compensation shall be 2%~4%, and the directors' compensation distributed shall not be more than 4%. However, the Company's accumulated losses (incl. adjustment to undistributed earnings) shall have been covered first.

Not less than 50% of the employee remuneration specified in the preceding paragraph shall be allocated to grassroots employees. Parties entitled to receive shares or cash as employees' compensation may include the employees of parents or subsidiaries of the Company meeting certain specific requirements, and the directors' compensation as mentioned in the preceding paragraph shall only be distributed in cash. The preceding two paragraphs shall be resolved by the Board of Directors before submitting to the shareholders' meeting.

Article 31-1: After closing of accounts, if there are earnings, the Company shall first pay the tax, make up the losses (incl. adjustment to undistributed earnings) for the preceding years, and set aside a legal reserve of 10% of the net profit but not when the cumulative legal reserve reaches the paid-in capital of the Company. Then, special reserves shall be designated or reversed following relevant regulations or as prescribed by competent authority; if there are

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still earnings, the Board of Directors shall propose distribution of earnings (including adjustments to undistributed retained earnings) before reporting to the shareholders' meeting for resolution on distribution of shareholders' dividends.

The Company shall authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition, thereto a report of such distribution shall be submitted to the shareholders' meeting.

Article 32: Dividend distribution policy of the Company shall be in principle maintaining a sound long-term financial structure and growth and expansion of future operation of the Company, as well as considerations to shareholders' equity and other relevant factors. The Company shall determine the dividend distribution plan and allocate shareholder dividends accordingly. Share dividends for shareholders may be distributed in cash or shares. (distributable earnings of current year is the earnings after making up losses, then minuses legal reserve account, special reserve account, dividends on preferred stock, and excluding undistributed earnings previous year and legal reversal of special reserve) for the current year every year.

Where the cash dividend distributable per share is less than NTD 0.1 will not be dispatched.

Article 33: The Company may make endorsements/guarantees externally. The reregulate governing endorsements/guarantees shall be adopted by passage of the shareholders' meeting, and all guarantees shall be approved by the Board of Directors and entered in minutes of the Board of Directors meeting before effected.

Chapter 8 Additions

Article 34: Organic regulations of the Company may be promulgated by the Board of Directors otherwise.

Article 35: In regard to all matters not provided for in these Articles of Incorporation, the Company Act and other relevant regulations

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shall govern.

Article 36: These Articles of Incorporation are agreed to by all promoters in the promoter meeting and signed on April 1, 1986 before submitting to competent authority for approval and effecting. Any amendments hereto shall be adopted by resolution of the shareholders' meeting before submitting to the competent authority.

1st Amendment was made on May 7, 1986.
2nd Amendment was made on November 10, 1987.
3rd Amendment was made on December 20, 1987.
4th Amendment was made on January 5, 1988.
5th Amendment was made on April 7, 1989.
6th Amendment was made on April 7, 1990.
7th Amendment was made on March 26, 1991.
8th Amendment was made on April 21, 1995.
9th Amendment was made on April 23, 1996.
10th Amendment was made on May 2, 1997.
11th Amendment was made on May 14, 1998.
12th Amendment was made on June 24, 1999.
13th Amendment was made on June 28, 2000.
14th Amendment was made on January 19, 2001.
15th Amendment was made on June 27, 2002.
16th Amendment was made on June 28, 2005.
17th Amendment was made on June 26, 2006.
18th Amendment was made on June 29, 2010.
19th Amendment was made on June 22, 2011.
20th Amendment was made on June 27, 2012.
21st Amendment was made on March 4, 2015.
22nd Amendment was made on June 25, 2015.
23rd Amendment was made on June 28, 2016.
24th Amendment was made on June 22, 2017.
25th Amendment was made on June 26, 2018.
26th Amendment was made on June 27, 2019.
27th Amendment was made on June 23, 2022.
28th Amendment was made on June 29, 2023.
29th Amendment was made on June 26, 2025.

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【Appendix 2】

FORMOSA OILSEED PROCESSING CO., LTD.
Rules of Procedure for Shareholders’ Meeting

June 29, 2023
Adopted in Regular Shareholders’ Meeting

  1. The rules of procedures for the Company’s shareholders’ meetings shall be as provided in these rules.

  2. Where shareholders (or their proxies) attend the meeting, they shall present attendance card, or hand in a sign-in card. 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 Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting.

For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

Attendance and voting at a shareholders meeting shall be calculated based the number of shares.

2-1. To convene a virtual shareholders’ meeting, except for otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, such circumstances shall be specified in regulations, and be resolved by the Board of Directors, and virtual shareholders’ meeting shall be an adopted resolution of being approved by over half of attending director, which shall account for two-thirds of the Board of Directors.

To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:

  1. How shareholders attend the virtual meeting and exercise their rights.
  2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. Except for circumstances under Paragraph 6, Article 44-9, the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide connecting equipment and necessary assistance for shareholders and specify the period of application and other matters needing attention to shareholders.

  1. 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 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. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total

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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.

  1. The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

  2. If a shareholders meeting is convened by the board of directors, changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice, and the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

  1. The Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders meeting. The recorded materials of the proceedings shall be retained for at least one year.

Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

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In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

6-1. In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors (incl. independent directors).

When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting

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online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

  1. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs, except by a resolution of the shareholders meeting.

If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair, by agreement of a majority of the votes represented by the attending shareholders, and then

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continue the meeting.

After the meeting is adjourned, except for the circumstances as stated in the preceding paragraph, shareholders may not elect a new chair and resume the meeting at the same or another venue.

  1. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

  1. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

If the shareholder's speech violates the rules or exceeds the scope of the agenda item as stated in the preceding paragraph, the chair may terminate the speech.

When the government or a juristic person is a shareholder, it may be represented by no more than one representative at a shareholders meeting

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

  1. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Articles 8 and 9 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting

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platform.

When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

  1. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

The results of the voting shall be announced on-site at the meeting, and a record of the vote shall be made.

When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

  1. When a meeting is in progress, the chair may announce a break based on time considerations.

  2. Except as otherwise provided in the Company Act, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

The election of directors shall be conducted in accordance with the Company's "Regulations Governing Election of Directors", and the voting results shall be announced on-site immediately, including the names of

29

those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.

In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned..

  1. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an armband bearing the word "Proctor."

  2. A shareholder (or his/her proxy) shall comply with directions by the chair and the proctor (or security personnel) on maintaining order violates the rules of procedure and defies the chair's correction, for any individual obstructing the proceedings, the chair may direct the proctors (or security personnel) to escort the shareholder from the meeting.

  3. Matters not attended by these Rules shall be handled in compliance with the Company Act, Securities and Exchange Act and other relevant rules and relevant regulations.

  4. These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

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31

【Appendix 3】

FORMOSA OILSEED PROCESSING CO., LTD.
Regulations Governing Election of Directors

June 24, 2021
Adopted in Regular Shareholders’ Meeting

Article 1: These Regulations are adopted in accordance with the Company Act and provisions in the Company’s Articles of Incorporation. Except as otherwise provided by law and regulation or by the Company's Articles of Incorporation, elections of directors shall be conducted in accordance with these Regulations.

Article 2: The Company’s election of directors is held at its shareholders’ meeting. The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 3: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.

Article 4: The number of directors will be as specified in the Company's Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 4-1:

  1. Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of the Company's directors:

(1) A spousal relationship.

(2) A familial relationship within the second degree of

kinship.

  1. When the original selectees do not meet the conditions of the preceding paragraph, determination of which directors are elected shall be made according to the following provisions:

(1) When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

Article 4-2: The Company’s election of directors (incl. independent directors) adopts nomination system, and shall be elected from list of candidates in the shareholders’ meeting in accordance with Article 192-1 of the Company Act.

The Company shall, prior to the share transfer suspension date dedicated before the meeting date of a shareholders’ meeting, announce in a public notice, the period for accepting the nomination of director (incl. independent directors) candidates, the quota of directors to be elected, the place designated for accepting the roster of director candidates nominated, and other necessary matters. The length of the period for accepting the nomination of director candidates shall not be shorter than ten (10) days. Eligibility and election of independent director shall be handled in accordance with “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

Article 5: The ballots and ballot boxes shall be prepared by the persons with the right to convene. The ballots shall be entered with attendance card number and affixed with stamps of the persons with the right to convene.

Article 6: The voting shareholders shall enter the name or account name of the candidates on the “Candidate” column on the ballot. However, where the government or a corporate shareholder is a candidate, the name of the government or corporate person shall be entered in the candidate account name instead. Title of government or name of the corporate can also be entered in the ballot; in case there is more

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than one representative, the names of representatives shall be entered in.

Candidates shall be with capacities in accordance with applicable laws and regulations.

Article 7: A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by a person with the right to convene.
  2. A ballot which is not placed in the ballot box.
  3. A blank ballot is placed in the ballot box.
  4. Names of two or more candidates are entered in the same ballot.
  5. The candidate whose name is entered in the ballot does not conform to the director candidate list.
  6. Other words or marks are entered in addition to name or account name of candidates.
  7. The writing is unclear and indecipherable or has been altered.
  8. Total number of voting rights allotted voted by voting shareholders exceeds the total number of voting rights represented by himself/herself.

Article 8: The voting rights shall be calculated on site immediately when announced by the chair after the end of the poll, and the calculation operation shall be supervised by monitoring personnel. The results of the calculation, including the list of persons elected as directors shall be announced by the chair on the site.

Article 9: Matters not attended by these Regulations shall be handled in compliance with the Company Act, Articles of Incorporation of the Company, and other relevant rules and relevant regulations.

Article 10: These Regulations, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

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34

【Appendix 4】

Shareholdings of Directors

I. Individual and total shares held by directors recorded in the shareholder register as of March 18, 2026 (record date for the shareholders' meeting suspension of transfer):

Title Name Date of Appointment Number of Shares Held as Recorded in the Shareholder Register on the Record Date
Number of Shares Percentage
Chairman Shin Tai Industry Co., Ltd. Representative: Yang, Shu-Hua 2024.11.22 29,890,666 12.34%
Director An He investment holding Corporation. Representative : Lai Cheng-Yen 2024.11.22 238,166 0.10%
Director Chin Mao Investment Co., Ltd. Representative: Wu, Hsing-Cheng 2024.11.22 4,164,032 1.72%
Director Wu, Ching-Teh 2024.11.22 250,618 0.10%
Director Shu, Yi-Cheun 2024.11.22 1,727,940 0.71%
Director Lu, Hsin-Hua 2024.11.22 0 0.00%
Independent Director Hsu, Chi-Jeng 2024.11.22 0 0.00%
Independent Director Shih, Po-Yuan 2024.11.22 0 0.00%
Independent Director Lien, Jen-Lung 2024.11.22 0 0.00%
Total of Director’s 36,271,422 14.97%

II. Total number of shares issued by the company: 242,268,306 shares

III. Statutory minimum number of shares that all directors should hold: 12,000,000 shares

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