Stock Code: 2601

FIRST STEAMSHIP COMPANY LIMITED

2026 Annual General Meeting
Handbook
June 18, 2026

Table of Contents

One. Meeting Procedure 2
Two. Meeting Agenda 3

I. Report Items
(I) 2025 Business Report 4
(II) Audit Committee’s Review Report on the 2025 Annual Business Report and Financial Statements 7
(III) Distribution of Profit Sharing Remuneration for Directors and Employees for 2025 8
(IV) The Status of Endorsement and Guarantee in 2025 9
(V) Investment Status and Operating Performance of Invested Enterprises in 2025 10

II. Proposed Resolutions
(I) 2025 Business Report and Financial Statements 11
(II) 2025 Profit Distribution and Loss Appropriation Proposal 34

III. Discussion Items
(I) Proposal for Amendments to Certain Provisions of the Company’s “Rules of Procedure for Shareholders’ Meeting” 36
(II) Proposal for Amendments to Certain Provisions of the Company’s “Procedures for Acquisition or Disposal of Assets” 39
(III) Proposal for Capital Reduction to Offset Losses 48

IV. Election Matters: General Election of Directors 50
V. Other Proposals: Release of Non-compete Restrictions on Newly Elected Directors 54
VI. Extraordinary Motions 56
VII. Adjournment 56

Three. Appendix
I. Articles of Incorporation 57
II. Rules of Procedure for Shareholder Meeting (before amendment) 66
III. Procedures for Election of Directors 82
IV. Procedures for Acquisition or Disposal of Assets (before amendment) 85
V. Shareholdings of Directors 107
VI. Proposals for the shareholder meeting 108

Meeting Procedure for the First Steamship Company Limited 2026 Annual General Shareholders’ Meeting

I. Call the Meeting to Order
II. Chairperson’s Address
III. Report Items
IV. Proposed Resolutions
V. Discussion Items
VI. Election Matters
VII. Other Proposals
VIII. Extraordinary Motions
IX. Adjournment

Meeting Agenda for the First Steamship Company Limited 2026 Annual General Shareholders' Meeting

Time: 9:00 a.m. on Thursday, June 18, 2026

Location: International Conference Hall, B1F., No. 231, Sec. 2, Jianguo S. Rd., Taipei City

Type of General Shareholders' Meeting: Physical Shareholders' Meeting

I. Call the Meeting to Order
II. Chairperson's Address
III. Report Items

(I) 2025 Business Report
(II) Audit Committee’s Review Report on the 2025 Annual Business Report and Financial Statements
(III) Distribution of Profit Sharing Remuneration for Directors and Employees for 2025
(IV) The Status of Endorsement and Guarantee in 2025
(V) Investment Status and Operating Performance of Invested Enterprises in 2025

IV. Proposed Resolutions

(I) 2025 Business Report and Financial Statements
(II) 2025 Profit Distribution and Loss Appropriation Proposal

V. Discussion Items

(I) Proposal for Amendments to Certain Provisions of the Company’s “Rules of Procedure for Shareholders’ Meeting”
(II) Proposal for Amendments to Certain Provisions of the Company’s “Procedures for Acquisition or Disposal of Assets”
(III) Proposal for Capital Reduction to Offset Losses

VI. Election Matters: General Election of Directors
VII. Other Proposals: Release of Non-compete Restrictions on Newly Elected Directors
VIII. Extraordinary Motions
IX. Adjournment

Report Items

Report no. 1

2025 Business Report

Business Report

The consolidated revenue of First Steamship Co., Ltd. in 2025 amounted to NT$1,489,351 thousand, representing a decrease of 7.78% from NT$1,615,077 thousand in 2024. The consolidated net loss after tax amounted to NT$1,849,408 thousand, and net loss attributable to owners of the parent amounted to NT$1,343,910 thousand. The basic loss per share was NT$1.63, diluted loss per share was NT$1.63, and book value per share was NT$8.93.

I. 2025 Business Overview

In 2025, the dry bulk shipping market was characterized by moderating demand growth, structural divergence in fleet capacity, and an upward shift in freight rate benchmarks. Despite a modest 0.5% growth in global trade demand, the market benefited from a surge in India's iron ore imports, active bauxite trade, and rerouting around the Red Sea. These factors supported upward volatility in Capesize freight rates, with a notable increase in the average BDI. Overall, the market exhibited a structural balance of high freight rates with low growth. Environmental regulations (FuelEU) accelerated the phase-out of older vessels. While supply-side pressure was temporarily alleviated by rerouting in the short term, the market still faces the pressure of new vessel deliveries in the medium to long term.

In the first quarter, weather disruptions in Australia and Brazil were more severe than in previous years, causing a sharp decline in iron ore shipments. Coupled with escalating global trade tensions, the average BDI in the first half of the year fell significantly by 30% year-on-year. Market sentiment improved markedly in the second half of the year. Driven by alternating demand from iron ore, grain, and bauxite trades, the market steadily recovered, culminating in a pronounced year-end rebound.

In 2025, the average indices for BCI, BPI, BSI, and BHSI were 2,568, 1,485,

1,129, and 662 points, respectively. Annual volatility across all indices widened.

By vessel segment, BSI recorded the largest decline at 9.01%, while BCI, BPI, and BHSI decreased by 5.73%, 5.24%, and 5.91%, respectively.

The Maritime Shipping Department always operates in a stable manner. To cope with the fluctuation in the economic climate in the international dry bulk shipping market, the fleet has been operating under a business model in which ships are leased out as short-term or long-term charter ships. As of the end of 2025, the fleet has a total of 11 bulk carriers, including 5 KAMSARMAXs, 4 SUPRAMAXs, and 2 HANDYs, all of which are aged less than 10 years. The collective tonnage of the 11 vessels amounts to 700,365 tonnes. Of these, 2 vessels were chartered under long-term contracts, 8 were chartered out for the short- or medium-term, and 1 joined the KLAV POOL fleet for joint operations. Such a diversified business strategy enables higher shipping rate, thus supporting the growth of the maritime transportation business under an uncertain climate.

[Important Notes]:

The 2025 Business Report does not disclose information regarding the department store business.

This is due to the Company's gradual disposal of its equity interest in its material subsidiary, Grand Ocean Retail Group Limited, throughout 2025. As of December 31, 2025, the Group held only a 29.01% equity interest in Grand Ocean Retail Group Limited. Consequently, it was confirmed that the Group "no longer has the power to direct the relevant activities" of Grand Ocean Retail Group Limited, thereby losing control over the subsidiary. [For relevant information, please refer to the material information announcement dated December 30, 2025.]

II. Future Outlook

The global shipping industry is at a critical turning point, influenced by environmental regulatory changes, geopolitical disruptions, AI technological advancements, and evolving market dynamics. Understanding the main driving

factors and challenges in this intricate environment, implementing refined management practices, and continuously enhancing vessel performance are vital to shaping a resilient and sustainable future for the global shipping market. Through the coordinated application of regulatory compliance, technological advancement, and market strategies, the Company aims to establish sustainable profitability and adapt to the ever-changing global landscape.

In response to market uncertainties and changes, the First Steamship fleet will advance with steady momentum toward digitalization, decarbonization, and integration, leveraging its stability and strength to reduce operating costs, phase out obsolete vessels, and enhance operational efficiency. We will purchase vessel models that meet future regulatory requirements at the right time and seek reputable charterers in the market to sign stable and profitable contracts in order to enhance fleet capacity and improve the competitiveness.

III. Conclusion

First Steamship team is fully aware of and will respond prudently to the changes in the global political and economic landscape as well as market fluctuations. Operational cost control will be strengthened, cost-effectiveness evaluations will be prioritized, and projects with high investment returns will be actively developed. The vessel operations will be conducted in the most favorable manner. The Group actively manages its investees and adjusts its overall business strategies in response to changes in the operating environment to establish a solid foundation for long-term operations. We firmly believe that a robust development strategy of diversified business operations will enable First Steamship to create advantages, expand profits, and continue to grow steadily in a competitive environment. We look forward to your continued support and encouragement. We wish you all good health and happiness!

First Steamship Company Limited

Chairperson: Kuo, Jen-Hao

General Manager: Chuang, Chien-Wan

Accounting Officer: Liu, Chen-Fang

Report Items

Report no. 2

Audit Committee’s Review Report on the 2025 Annual Business Report and Financial Statements

Audit Committee’s Review Report

The Board of Directors prepared the Company’s 2025 Business Report, consolidated Financial Statements. The consolidated financial statements have been audited by CPAs Pan, Chun-Ming and Chang, Shu-Ying from KPMG, who have issued an auditor’s report. The Audit Committee has reviewed the above-mentioned Business Report, consolidated Financial Statements, and appropriation of profit or loss and other proposals, no discrepancies were found. In accordance with Article 14-4 of the Securities and Exchange Act of the Republic of China and Article 219 of the Company Act, the report is as above.

Submitted for your review.

The 2026 Annual Shareholders’ Meeting of First Steamship Company Limited

First Steamship Company Limited

Audit Committee convener : Chao, Tseng-Ping

March 30, 2026

Report Items

Report no. 3

Distribution of Profit Sharing Remuneration for Directors and Employees for 2025

I. The Company’s 2025 Financial Statements were audited by KPMG CPAs, and the net loss before tax (excluding the accrued amount of profit-sharing remuneration for employees and directors) amounted to NT$1,343,910,206.

II. According to the Company's articles of association, if the Company is profitable, it should allocate no less than 1% for employee remuneration and no more than 3% for director remuneration. Since the fiscal year 2025 resulted in a pre-tax net loss, no such allocation was made.

Report Items

Report no. 4

The Status of Endorsement and Guarantee in 2025

I. As of December 31, 2025, the Company’s endorsement and guarantee to subsidiaries and sub-subsidiaries amounted to NT$4,520,412 thousand; endorsement and guarantee from subsidiaries and sub-subsidiaries to the Company amounted to $0 thousand; and endorsement and guarantee among subsidiaries and sub-subsidiaries amounted to NT$646,510 thousand, totaling NT$5,166,922 thousand, accounting for 70.16% of the Company’s shareholders’ equity.

II. The endorsement and guarantee are mainly for the Company and its subsidiaries and sub-subsidiaries to obtain financing from financial institutions due to working capital needs, serving as the guarantors for each other for the sustainable development of the businesses. Therefore, the necessity and reasonableness of the endorsement and guarantee made by following the “Operating Procedures for Endorsement and Guarantee” for business needs are indeed normal and reasonable.

Report Items

Report no. 5

Investment Status and Operating Performance of Invested Enterprises in 2025
NT$ thousand

Reinvested Enterprises	Original Investment Amount	Holding, End of the Period			Profits and Losses for the Period of the Invested Company
		Number of Shares	Shareholding Percentage (%)	Carrying Amount
Royal Sunway Development Co.,	165,000	16,500,000	55.00%	100,794	(39,457)
First Steamship S.A.	1,866,942	594	100.00%	2,531,627	(1,067,813)
First Mariner Holding Ltd.	1,549,499	49,300,000	100.00%	(283,493)	(3,619)
Alliance Steamship S.A.	377,160	120,000	100.00%	418,665	(4,690)
Advantage Steamship Co., Ltd.	0	0	100.00%	(38)	(19)
Best Steamship S.A.	534,310	170,000	100.00%	519,356	(14,767)
Black Sea Steamship S.A.	345,730	110,000	100.00%	304,837	(15,658)
Excellent Steamship International S.A.	282,870	90,000	100.00%	370,667	30,017
Grand Steamship S.A.	502,880	160,000	100.00%	565,596	(18,578)
Longevity Navigation S.A.	424,305	135,000	100.00%	489,615	28,244
Mighty Steamship Co., Ltd.	0	0	100.00%	(38)	(19)
Praise Maritime S.A.	581,455	185,000	100.00%	697,811	37,782
Reliance Steamship S.A.	377,160	120,000	100.00%	418,785	(413)
Ship Bulker Steamship S.A.	377,160	120,000	100.00%	369,779	(18,257)
Shining Steamship International S.A.	301,728	96,000	100.00%	372,680	35,583
Sure Success Steamship S.A.	449,449	143,000	100.00%	587,258	12,050
Grand Ocean Retail Group Ltd.	1,737,361	56,721,000	29.01%	1,107,958	(890,325)
Da Yu Financial Holdings Ltd.	597,890	994,980,000	29.11%	898,880	155,508
Sandmartin International Holdings Ltd.	258,475	473,869,283	38.52%	0	0
Jiawang Assets Development Co.,	9,800	980,000	49.00%	20,864	24,805
Ahead Capital Ltd.	487,165	1,550	100.00%	(621,920)	(34,658)
Heritage Riches Ltd.	314	5	100.00%	31,302	4,157
Media Assets Global Ltd.	157,150	50,000	100.00%	(352,036)	(80)
Nature Sources Ltd.	264,955	8,430,000	100.00%	282,519	(248)
First Mariner Capital Ltd.	1,034,676	32,920,000	100.00%	(289,308)	(3,168)
Mariner Far East Ltd.	119,434	3,800,000	100.00%	4,103	(185)
Mariner Capital Ltd.	880,354	28,010,000	100.00%	(290,256)	(3,078)
Mariner Finance Ltd.	840,667	0	100.00%	(288,681)	(2,805)

Note: Capital contributions to Advantage Steamship Co., Ltd. and Mighty Steamship Co., Ltd. have not yet been made.

Proposed Resolutions

Report no. 1
Proposed by the Board of Directors

Subject: 2025 business report and financial statements. Please ratify the proposal.

Description:

I. Please refer to pages 4 to 6 of this Handbook for the Company’s 2025 business report.

II. The Company’s 2025 consolidated and parent company only financial statements have been audited by CPA Pan, Chun-Ming and Chang, Shu-Ying from KPMG. For details, please refer to pages 12 to 33 of this Handbook.

Resolution:

Independent Auditors' Review Report

To the Board of Directors First Steamship Company Ltd.:

Audit opinion

We have audited the accompanying consolidated balance sheets of First Steamship Co., Ltd. and its subsidiaries ("the Group") as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the year ended December 31, 2025 and 2024, as well as the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the audit reports of other auditors (please refer to the Other Matter paragraph), 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 consolidated cash flows for the year ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards endorsed and issued into effect by the Financial Supervisory Commission, along with International Accounting Standards, Interpretations, and Interpretations Announcements.

Basis for Audit Opinion

The audit was conducted in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards. The responsibilities of the auditor under these standards will be further explained in the section on the auditor's responsibilities for the audit of the consolidated financial statements. The personnel of the firm to which the accountant belongs have complied with the Code of Ethics for Professional Accountants, maintained an independent stance with the Group, and fulfilled other responsibilities under those standards. Based on our audit results and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the Group's consolidated financial statements for the year ended December 31, 2025. These matters have been addressed in the context of the audit of the consolidated financial statements as a whole and in forming our audit opinion. We do not provide a separate opinion on these matters. The key audit matters that we believe should be communicated in audit reports are as follows:

Transfer of profit or loss from discontinued operations

For the accounting policies regarding recognition, please refer to Note 4(i) of the Notes to the Consolidated Financial Statements; for the explanation on the loss of control over subsidiaries, please refer to Notes 6(f), 6(g), and 12(b) of the Notes to the Consolidated Financial Statements.

Explanation of key audit matters:

In December 2025, the Group resolved by the board of directors to sell a portion of its equity interest in Grand Ocean Retail Group Ltd., and the transfer was completed on December 30, 2025. As a result, the Group's consolidated shareholding decreased to 29.01%. In accordance with IFRS 10, it determined that control over the entity was lost; thus, assets and liabilities were derecognized as of the loss of control date, and its income and expenses ceased to be included in the consolidated financial statements from that date. Additionally, in accordance with the conditions set by IFRS 5, it was determined that the criteria for classification as a discontinued operation were met, and the results of the discontinued operations were separately disclosed in the income statement. The accuracy and reasonableness of the equity transaction and the reclassification of accounts, as well as the correct recognition of the gain or loss on disposal, have a significant impact on the financial statements. Therefore, we have determined this to be one of the key audit matters.

The audit procedures in response:

Obtain the minutes of the board resolution executing the equity transaction and the equity transaction contract signed by both parties to evaluate the authenticity of the equity transaction; assess whether management's judgment regarding the loss of control over the investee company complies with relevant accounting standards; conduct an audit analysis of accounts reclassified as discontinued operations to evaluate the reasonableness of the reclassified accounts and confirm whether the composition of the reclassified accounts complies with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations"; perform combined control and substantive tests related to the components of discontinued operations' profit and loss, including confirmation, detailed testing, substantive analytical procedures, and cutoff tests to verify the accuracy of the book value; consider the appropriateness of disclosures related to discontinued operations in the consolidated financial statements; and verify the correctness of the calculation of the gain or loss on disposal.

13 -

Other Matter

We did not audit the financial statements of Mariner Finance Ltd., a subsidiary of the Group. Those statements were audited by another auditor, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Mariner Finance Ltd., is based solely on the report of other auditor. The total assets of Mariner Finance Ltd., as of December 31, 2025 and 2024, constituted 1% of the consolidated total assets, and the net sales revenue for the year ended December 31, 2025 and 2024, constituted 1% of the consolidated total sales revenue.

We did not audit the financial statements of certain associates of the Group, which represented the investments in other entities accounted for using the equity method. Those statements were audited by another auditor, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for some other related parties, is based solely on the report of other auditor. The amount of investments accounted for using the equity method for certain other related parties as of December 31, 2025 and 2024, constituted 8% and 2% of the consolidated total assets, and the share of loss of associates accounted for using the equity method for the year ended December 31, 2025 and 2024, constituted (3)% and (6)% of the consolidated loss before income tax.

First Steamship Co., Ltd. has prepared the financial reports for the years 2025 and 2024, which have been audited by our accountant with an unqualified opinion and an added Other Matter paragraph for reference.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretations Announcements endorsed and issued into effect by the Financial Supervisory Commission. They are also responsible for maintaining the necessary internal control relevant to the preparation of consolidated financial statements to ensure they are free from material misstatement, whether due to fraud or error.

When preparing the consolidated financial statements, management's responsibilities also include assessing the Group's ability to continue as a going concern, disclosing 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 financial reporting process.

14 -

The auditor's responsibilities for the audit of the consolidated financial statements.

The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, whether due to fraud or error, and to issue an audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards does not guarantee that a material misstatement in the consolidated financial statements will be detected. Misstatements may arise from fraud or error. If individual amounts or aggregates of misstatements could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements, they are considered to be material.

In conducting the audit in accordance with auditing standards, we exercised professional judgment and maintained professional skepticism.

The auditor also performed the following tasks:

Identify and assess the risks of material misstatement in the consolidated financial statements due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to provide a basis for our audit opinion. Since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error.
Obtain the necessary understanding of internal control relevant to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluating the appropriateness of the accounting policies adopted by management and the reasonableness of the accounting estimates and related disclosures made by them.
Based on the audit evidence obtained, conclude on the appropriateness of management's use of the going concern basis of accounting and 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 the auditor believes that there is a material uncertainty related to events or conditions, they are required to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are deemed inadequate, to modify the audit opinion. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements appropriately reflect the related transactions and events.
15 -

Obtain sufficient and appropriate audit evidence regarding the financial information of the entities within the group to express an opinion on the consolidated financial statements. We are responsible for directing, supervising, and executing the group's audit assignment, and for forming the group's audit opinion.

The matters communicated by the auditor to the governing body include the planned scope and timing of the audit, as well as significant audit findings, including any significant deficiencies in internal control identified during the audit process.

We also provided the governing body with a statement that the personnel of the firm to which the auditor belongs have complied with the independence requirements set out in the Code of Ethics for Professional Accountants, and communicated all relationships and other matters that might be thought to bear on the auditor's independence, including relevant safeguards.

From the matters communicated with those charged with governance, we determined the key audit matters in the audit of the Group's consolidated financial statements for the year ended December 31, 2025. The auditor shall describe these matters in the audit report unless law or regulation precludes public disclosure of a specific matter or, in extremely rare circumstances, the auditor decides not to communicate a specific matter in the audit 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 reviews resulting in this independent auditors' review report are Shu-Ying Chang and Chun-Ming Pan

KPMG
Taipei, Taiwan (Republic of China)
March 30, 2026

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024

Assets	Expressed in Thousands of New Taiwan Dollars
		2025.12.31		2024.12.31
		Amount	%	Amount	%
Current assets:
1100	Cash and cash equivalents (Note 6(a))	$ 252,272	2	1,123,799	3
1110	Current financial assets at fair value through profit or loss (Notes 6(b) and7)	117,606	1	141,680	-
1170	Accounts receivable, net (Notes 6(c), 7, and 9)	47,103	1	246,944	1
1200	Other receivables (Notes 6(d), (x) and 7)	649,175	6	77,536	-
1300	Inventories	63,316	1	251,546	1
1320	Inventories (for construction business), net (Notes 6(e), 8 and 9)	1,758,864	15	1,773,733	5
1476	Other current financial assets (Notes 6(l), (x), 7 and 8)	124,644	1	637,647	2
1479	Other current assets (Note 9)	39,128	-	297,474	1
1480	Additional costs of obtaining a contract - current	42,530	-	13,782	-
Total current assets		3,094,638	27	4,564,141	13
Non-current assets:
1550	Investments accounted for using equity method (Note 6(f), 7, and 8)	2,027,702	17	746,960	2
1600	Property, plant and equipment (Notes 6(i) and 8)	6,238,319	53	12,207,724	35
1755	Right-of-use assets (Notes 6(j), 7 and 8)	4,077	-	11,751,521	34
1760	Investment property, net (Note 8)	138,170	1	139,143	-
1780	Intangible assets (Note 6(k))	34,037	-	1,752,654	5
1840	Deferred tax assets (Note 6(r))	19,294	-	2,847,072	8
1935	Long-term lease payments receivable (Notes 6(c) and 7)	-	-	295	-
1975	Net defined benefit asset, non-current	5,647	-	4,478	-
1980	Other non-current financial assets (Notes 6(l), (x), 8 and 9)	86,232	1	578,129	2
1990	Other non-current assets (Notes 6(d), (s) and 7)	133,180	1	301,316	1
Total non-current assets		8,686,658	73	30,329,292	87
Total assets		$ 11,781,296	100	34,893,433	100

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
December 31, 2025 and 2024

	Expressed in Thousands of New Taiwan Dollars
		2025.12.31		2024.12.31
Liabilities and Equity		Amount	%	Amount	%
Current liabilities:
2100	Short-term borrowings (Note 6(m))	$ 1,199,366	10	3,682,065	11
2110	Short-term notes and bills payable	69,877	1	99,840	-
2130	Contract liabilities - current (Note 9)	84,505	1	27,262	-
2151	Notes payable	614	-	-	-
2170	Accounts payable (Note 6(o))	10,303	-	1,069,446	3
2200	Other payables (Notes 6(o) and 7)	230,221	2	1,010,327	3
2230	Current tax liabilities	-	-	54,223	-
2280	Current lease liabilities (Notes 6(p) and 7)	3,621	-	827,918	2
2322	Current portion of long-term borrowings (Note 6(n))	1,449,886	12	2,776,284	8
2399	Other current liabilities (Note 7)	47,736	1	70,930	-
	Total current liabilities	3,096,129	27	9,618,295	27
Non-current liabilities:
2500	Non-Current financial liabilities at fair value through profit or loss (Note 6(b))	31,389	-	31,389	-
2540	Long-term borrowings (Note 6(n))	1,195,766	10	1,395,929	4
2570	Deferred tax liabilities (Note 6(r))	8,883	-	2,281,354	7
2580	Non-current lease liabilities (Notes 6(p) and 7)	606	-	9,873,207	28
2645	Guarantee deposits	1,580	-	592,120	2
	Total non-current liabilities	1,238,224	10	14,173,999	41
	Total liabilities	4,334,353	37	23,792,294	68
Equity attributable to owners of parent (Notes 6(f) and (s))
3100	Capital stock	8,247,761	70	8,247,761	24
3200	Capital surplus	355,902	3	836,382	2
3300	Retained earnings	( 1,699,874 )	( 15 )	( 288,220 )	( 1 )
3400	Other equity interest	460,686	4	224,418	1
	Total equity attributable to owners of parent:	7,364,475	62	9,020,341	26
36XX	Non-controlling Interest (Notes 6(h) and (s))	82,468	1	2,080,798	6
	Total equity	7,446,943	63	11,101,139	32
	Total liabilities and equity	$ 11,781,296	100	34,893,433	100

(Please refer to the Notes to the Consolidated Financial Statements attached below)

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

	2025		2024
		Amount	%	Amount	%
4000	Operating revenues (Notes 6(q) and (u))	$ 1,489,351	100	1,615,077	100
5000	Operating costs (Notes 6(q) and (w))	1,273,044	86	1,273,613	79
	Gross profit from operations	216,307	14	341,464	21
	Operating expenses:
6000	Operating expenses (Note 6(p))	170,906	11	192,847	12
6450	Expected credit loss (Notes 6(c) and 7)	( 3,242 )	-	35,662	2
6300		167,664	11	228,509	14
	Net operating income	48,643	3	112,955	7
	Non-operating income and expenses:
7100	Interest income(Notes 6(w) and 7)	9,863	1	37,191	2
7010	Other income(Notes 6(w))	288	-	347	-
7020	Other gains and losses (Notes 6(g) and (w))	( 22,517 )	( 2 )	( 5,385 )	-
7050	Finance costs (Notes 6(p) and (w))	( 178,406 )	( 12 )	( 225,045 )	( 14 )
7055	Reversal of expected credit loss (Notes 6(x) and 7)	( 490 )	-	17,069	1
7060	Share of profit (loss) of associates accounted for using equity method, net(Notes 6(f))	57,422	4	26,298	2
		( 133,840 )	( 9 )	( 149,525 )	( 9 )
7900	Loss before income tax	( 85,197 )	( 6 )	( 36,570 )	( 2 )
7950	Less: Income tax expenses (Note 6(r))	-	-	47	-
	Loss from continuing operations	( 85,197 )	( 6 )	( 36,617 )	( 2 )
8100	Profit or loss from discontinued operations, net of tax (Note 12(b))	( 1,764,211 )	( 118 )	( 481,154 )	( 30 )
	Net income (loss)	( 1,849,408 )	( 124 )	( 517,771 )	( 32 )
8300	Other comprehensive income:
8310	Items not reclassified to profit or loss
8311	Remeasurements of defined benefit plans	1,151	-	1,518	-
8349	Less: Income tax related to items not reclassified to profit or loss	-	-	-	-
	Total of items not reclassified to profit or loss	1,151	-	1,518	-
8360	Items that may be reclassified subsequently to profit or loss: (Notes 6(g) and (s))
8361	Exchange differences on translation of foreign financial statements	294,807	20	629,023	39
8370	Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss	( 30,131 )	( 2 )	42,687	3
8399	Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss	-	-	-	-
	Components of other comprehensive income that will be reclassified to profit or loss	264,676	18	671,710	42
8300	Other comprehensive income (loss) after tax	265,827	18	673,228	42
	Comprehensive income	( $ 1,583,581 )	( 106 )	155,457	10

19 -

Expressed in Thousands of New Taiwan Dollars

	2025		2024
		Amount	%	Amount	%
Profit (loss) attributable to:
8610	Owners of parent	($ 1,343,910)	( 90 )	( 288,774 )	( 18 )
8620	Non-controlling Interest	( 505,498 )	( 34 )	( 228,997 )	( 14 )
		($ 1,849,408 )	( 124 )	( 517,771 )	( 32 )
Comprehensive income (loss) attributable to:
8710	Owners of parent	($ 1,106,491 )	( 74 )	291,186	18
8720	Non-controlling Interest	( 477,090 )	( 32 )	( 135,729 )	( 8 )
		($ 1,583,581 )	( 106 )	155,457	10
Losses per share (Note 6(t)):
	Continuing operations department	($	0.08 )	(	0.02 )
	Shutdown department	(	1.55 )	(	0.33 )
		($	1.63 )	(	0.35 )
Diluted losses per share (NT dollars)
	Continuing operations department	($	0.08 )	(	0.02 )
	Shutdown department	(	1.55 )	(	0.33 )
		($	1.63 )	(	0.35 )

(Please refer to the Notes to the Consolidated Financial Statements attached below)

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

	Equity attributable to owners of parent
	Capital stock		Retained earnings				Total other equity interest		Non-controlling
	Ordinary shares	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings	Total	Exchange differences on translation of foreign financial statements	Interest	Total equity attributable to owners of parent	Interest	Total equity
Balance at January 1, 2024	$ 8,247,761	1,932,221	8,289	303,885	( 1,408,013 )	( 1,095,839 )	( 354,024 )	8,730,119	2,216,527	10,946,646
Net income (loss)	-	-	-	-	( 288,774 )	( 288,774 )	-	( 288,774 )	( 228,997 )	( 517,771 )
Other comprehensive income (loss) after tax	-	-	-	-	1,518	1,518	578,442	579,960	93,268	673,228
Comprehensive income	-	-	-	-	( 287,256 )	( 287,256 )	578,442	291,186	( 135,729 )	155,457
Appropriation and distribution of retained earnings:
Statutory Surplus Reserve to Cover Losses	-	-	( 8,289 )	-	8,289	-	-	-	-	-
Special Surplus Reserve to Offset Losses	-	-	-	( 303,885 )	303,885	-	-	-	-	-
Changes in Other Capital Reserves:
Changes in equity of associates and joint ventures accounted for using equity method(Note 6(g))	-	-	-	-	( 964 )	( 964 )	-	( 964 )	-	( 964 )
Capital surplus to cover losses	-	( 1,095,839 )	-	-	1,095,839	1,095,839	-	-	-	-
Balance at December 31, 2024	8,247,761	836,382	-	-	( 288,220 )	( 288,220 )	224,418	9,020,341	2,080,798	11,101,139
Net income (loss)	-	-	-	-	( 1,343,910 )	( 1,343,910 )	-	( 1,343,910 )	( 505,498 )	( 1,849,408 )
Other comprehensive income (loss) after tax	-	-	-	-	1,151	1,151	236,268	237,419	28,408	265,827
Comprehensive income	-	-	-	-	( 1,342,759 )	( 1,342,759 )	236,268	( 1,106,491 )	( 477,090 )	( 1,583,581 )
Changes in equity of associates and joint ventures accounted for using equity method(Note 6(g))	-	-	-	-	( 742 )	( 742 )	-	( 742 )	-	( 742 )
Difference arising from subsidiary's share price and its carrying value	-	( 480,480 )	-	-	( 68,153 )	( 68,153 )	-	( 548,633 )	808,107	259,474
Disposal of a subsidiary	-	-	-	-	-	-	-	-	( 2,329,347 )	( 2,329,347 )
Balance at December 31, 2025	$ 8,247,761	355,902	-	-	( 1,699,874 )	( 1,699,874 )	460,686	7,364,475	82,468	7,446,943

(Please refer to the Notes to the Consolidated Financial Statements attached below)

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
Expressed in Thousands of New Taiwan Dollars

	For the years ended December 31
	2025	2024
Cash flows from operating activities:
Loss before income tax from continuing operations units	($ 85,197)	36,570
Loss before income tax from discontinued operations units	( 1,754,374 )	416,838
Loss before tax	( 1,839,571 )	453,408
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation	1,827,672	1,984,519
Amortization expense	84,069	66,701
Expected credit loss	33,208	48,866
Net gain on financial assets or liabilities at fair value through profit or loss	( 10,140 )	11,031
Interest expense	719,193	857,114
Operating costs (interest expense)	323	7,903
Interest income	( 32,150 )	71,625
Dividend income	( 288 )	347
Share of profit of associates accounted for using equity method	( 57,422 )	26,298
Loss from disposal of property, plant and equipment	2,364	8,845
Gain from disposal of intangible assets	833	982
Loss from disposal of investments	900,043	-
Impairment losses on intangible assets	130,337	-
Gain on lease modification	( 165 )	-
Gain on closed and litigation damages	-	205,460
Total adjustments to reconcile profit	3,597,877	2,660,169
Changes in operating assets and liabilities:
Changes in operating assets:
Financial assets and liabilities at fair value through profit or loss	20,643	40,926
Accounts receivable	43,918	62,568
Other receivables	( 47,974 )	234
Inventories	90,562	61,352
Other current assets	47,212	39,571
Net defined benefit assets	( 18 )	15
Additional costs of obtaining a contract	( 28,748 )	13,782
Total changes in operating assets	125,595	68,180
Changes in operating liabilities:
Financial liabilities at fair value through profit or loss	-	3,576
Contract liabilities	57,243	27,262
Notes payable	614	-
Accounts payable	( 144,823 )	261,499
Other payables	( 158,041 )	82,541
Other current liabilities	( 9,058 )	9,811
Total changes in operating liabilities	( 254,065 )	323,013
Total changes in operating assets and liabilities	( 128,470 )	254,833
Total adjustments	3,469,407	2,405,336

22 -

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)
FIRST STEAMSHIP COMPANY LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

	2025	2024
Cash inflow generated from operations	1,629,836	1,951,928
Interest received	43,798	53,087
Dividends received	11,180	5,247
Interest paid	(727,109)	(869,265)
Income taxes paid	(55,002)	(37,194)
Net cash flows from operating activities	902,703	1,103,803
Cash flows from (used in) investing activities:
Dispose of financial assets measured at amortized cost	-	59,900
Acquisition of investments accounted for using equity method	(157,127)	(202,329)
Proceeds from disposal of investments accounted for using equity method	7,613	8,524
Disposal of a subsidiary	(139,539)	-
Acquisition of property, plant and equipment	(75,587)	(102,728)
Proceeds from disposal of property, plant and equipment	2,795	25,111
Decrease in other receivables	-	81,500
Acquisition of intangible assets	(1,462)	(469)
Proceeds from disposal of intangible assets	40,277	23,529
(Increase) decrease in other financial assets	(43,067)	197,067
Increase in other non-current assets	(134,041)	(55,969)
Net cash flows from (used in) investing activities	(500,138)	34,136
Cash flows from financing activities:
Increase (Decrease) in short-term borrowings	628,301	(115,057)
(Decrease) increase in short-term notes and bills payable	(29,963)	99,840
Proceeds from long-term loans	510,195	67,481
Repayments of long-term loans	(1,880,395)	(1,134,090)
Decrease in guarantee deposits received	(30,755)	(10,282)
Repayments of lease liabilities	(701,391)	(870,474)
Changes in Non-controlling Interest	259,474	-
Net cash flows used in financing activities	(1,244,534)	(1,962,582)
Effect of exchange rate changes on cash and cash equivalents	(29,558)	114,210
Net decrease in cash and cash equivalents	(871,527)	(710,433)
Cash and cash equivalents at beginning of period	1,123,799	1,834,232
Cash and cash equivalents at end of period	$ 252,272	1,123,799

(Please refer to the Notes to the Consolidated Financial Statements attached below)

Independent Auditors' Review Report

To the Board of Directors First Steamship Company Ltd.:

Audit opinion

The balance sheets of First Steamship Co., Ltd. as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the period from January 1 to December 31, 2025 and 2024, as well as the notes to the individual financial statements, including a summary of significant accounting policies, have been audited by us.

In our opinion, based on our audits and the audit reports of other auditors (please refer to the Other Matter paragraph), the aforementioned individual financial statements are prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and present fairly the financial position of First Steamship Co., Ltd. as of December 31, 2025 and 2024, and its financial performance and cash flows for the period from January 1 to December 31, 2025 and 2024.

Basis for Audit Opinion

The audit was conducted in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and auditing standards. The responsibilities of the Certified Public Accountant under these standards are further explained in the section on the Responsibilities of the Accountant for Auditing Individual Financial Statements. The personnel of the accounting firm to which we belong have complied with the ethical requirements of independence applicable to the profession of accountants and have remained independent of First Steamship Co., Ltd. and fulfilled Other responsibilities in accordance with these requirements. Based on our audit results and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the individual financial statements of First Steamship Co., Ltd. for the year 2025. These matters were addressed in the context of the audit of the individual financial statements as a whole and in forming the audit opinion, and we do not provide a separate opinion on these matters. The key audit matters that we believe should be communicated in audit reports are as follows:

Evaluation of investments accounted for using the equity method.

For accounting policies related to the evaluation of investments accounted for using the equity method, please refer to Notes to the Individual Financial Statements Note 4(h) and (i); for explanations on the evaluation of investments accounted for using the equity method, please refer to Notes to the Individual Financial Statements Note 6(c) Investments accounted for using equity method.

Explanation of key audit matters:

The amount of investments accounted for using the equity method held by First Steamship Co., Ltd. accounts for 84% of the total assets and is considered significant. Therefore, the assessment of investments accounted for using the equity method is identified by us as the most important matter in this year's audit.

The audit procedures in response:

The primary audit procedures performed by us in assessing the investments accounted for using the equity method include: calculating the investment gains and losses recognized by the company based on its percentage of ownership in the investee company; discussing with management and understanding their assessment of significant matters related to subsidiaries, to understand the reasonableness of the revenue recognition of these subsidiaries and the impairment assessment of goodwill and trademarks; and evaluating whether the information disclosed in the notes to the financial report by management is appropriate.

Other Matter

Included in the investments accounted for using the equity method by First Steamship Co., Ltd., the financial statements of some direct and indirect investees were not audited by us, but were audited by other accountants. Those statements were audited by another auditor, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the financial statements of the aforementioned direct and indirect investees, is based solely on the report of other auditor. The investment amounts accounted for using the equity method for the aforementioned direct and indirect investments accounted for 9% and 5% of total assets as of December 31, 2025 and 2024, respectively, and the balance of investments accounted for using the equity method accounted for 9% and 10% of total liabilities as of the same dates. The shares of subsidiary and other related party profit (loss) accounted for using the equity method for the aforementioned direct and indirect investments were (4)% and 19% of the loss before income tax from January 1 to December 31, 2025 and 2024, respectively.

25 -

Responsibilities of Management and Governance Units for the Individual Financial Statements

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for maintaining necessary internal controls relevant to the preparation of individual financial statements to ensure that such financial statements are free from material misstatement, whether due to fraud or error.

When preparing the individual financial report, management's responsibilities also include assessing First Steamship Co., Ltd.'s ability to continue as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting, unless management intends to liquidate First Steamship Co., Ltd. or cease operations, or has no realistic alternative but to liquidate or cease operations.

The governance unit of First Steamship Co., Ltd. (including the Audit Committee) is responsible for overseeing the financial reporting process.

Responsibilities of the Accountant for Auditing Individual Financial Statements

The purpose of our audit of the individual financial statements is to obtain reasonable assurance about whether the individual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report. Reasonable assurance is a high level of assurance, but an audit conducted in accordance with auditing standards does not guarantee that a material misstatement in the individual financial statements will always be detected. Misstatements may arise from fraud or error. If individual amounts or aggregates of misstatements could reasonably be expected to influence the economic decisions of users of the individual financial statements, they are considered material.

In conducting the audit in accordance with auditing standards, we exercised professional judgment and maintained professional skepticism.

The auditor also performed the following tasks:

Identify and assess the risks of material misstatement of the individual financial statements, whether due to fraud or error; design and implement appropriate responses to the assessed risks; and obtain sufficient and appropriate audit evidence to provide a basis for our audit opinion. Since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control, the risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error.
To 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 First Steamship Co., Ltd.'s internal control.
Evaluating the appropriateness of the accounting policies adopted by management and the reasonableness of the accounting estimates and related disclosures made by them.
26 -

Based on the audit evidence obtained, conclude on the appropriateness of management's use of the going concern basis of accounting and whether there is a material uncertainty about events or conditions that may cast significant doubt on First Steamship Co., Ltd.'s ability to continue as a going concern. If the accountant believes that a material uncertainty exists related to these events or conditions, they are required to draw attention in the audit report to the relevant disclosures in the individual financial statements, or if such disclosures are inadequate, to modify the audit opinion. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause First Steamship Co., Ltd. to no longer be able to continue as a going concern.
Evaluate the overall presentation, structure, and content of the individual financial statements (including related notes) and whether the individual financial statements appropriately present the related transactions and events.
Obtain sufficient and appropriate audit evidence regarding the financial information of investee companies accounted for using the equity method to express an opinion on the individual financial statements. The accountant is responsible for guiding, supervising, and executing the audit engagement and for forming the audit opinion of First Steamship Co., Ltd.

From the matters communicated with the governance unit, we determined the key audit matters for the audit of the individual financial statements of First Steamship Co., Ltd. for the year 2025. The auditor shall describe these matters in the audit report unless law or regulation precludes public disclosure of a specific matter or, in extremely rare circumstances, the auditor decides not to communicate a specific matter in the audit 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 reviews resulting in this independent auditors' review report are Shu-Ying Chang and Chun-Ming Pan

KPMG
Taipei, Taiwan (Republic of China)
March 30, 2026

(English Translation of Financial Statements Originally Issued in Chinese)
FIRST STEAMSHIP CO., LTD.
Parent Company Only Balance sheet
December 31, 2025 and 2024
Expressed in Thousands of New Taiwan Dollars

	Assets	2025.12.31		2024.12.31
		Amount	%	Amount	%
Current assets:
1100	Cash and cash equivalents (Note 6(a))	$ 71,600	1	48,380	-
1110	Current financial assets at fair value through profit or loss (Notes 6(n), 7, and 13)	96,669	1	112,121	1
1320	Inventories (for construction business), net (Notes 6(b), 8 and 9)	520,948	5	519,760	4
1206	Other receivables - others	-	-	160	-
1212	Other receivables - related parties - others (Note 7)	644,640	6	696,295	6
1220	Current tax assets	8,287	-	5,720	-
1476	Other current financial assets (Note 8)	9,484	-	-	-
1479	Other current assets	2,986	-	8,393	-
1480	Additional costs of obtaining a contract - current	5,108	-	-	-
	Total current assets	1,359,722	13	1,390,829	11
Non-current assets:
1551	Investments accounted for using equity method (Note 6(c), 7, and 8)	8,850,221	84	10,256,577	87
1600	Property, plant and equipment (Notes 6(d) and 8)	157,596	2	161,361	1
1760	Investment property, net (Notes 6(e) and 8)	138,170	1	139,143	1
1755	Right-of-use assets	1,996	-	11,426	-
1840	Deferred tax assets (Note 6(h))	19,294	-	19,294	-
1975	Net defined benefit asset, non-current	5,647	-	4,478	-
1980	Other financial assets - non-current	1,675	-	4,175	-
1990	Other non-current assets	316	-	2,928	-
		9,174,915	87	10,599,382	89
Total assets		10,534,637	100	11,990,211	100

28 -

(English Translation of Financial Statements Originally Issued in Chinese)
FIRST STEAMSHIP CO., LTD.
Parent Company Only Balance sheet (continued)
December 31, 2025 and 2024
Expressed in Thousands of New Taiwan Dollars

	Liabilities and Equity	2025.12.31		2024.12.31
		Amount	%	Amount	%
Current liabilities:
2100	Short-term borrowings (Note 6(f))	$ 711,700	7	774,200	6
2110	Short-term notes and bills payable	69,877	1	99,840	1
2209	Other payables	13,143	-	23,450	-
2220	Other payables - related parties (Note 7)	969,288	9	276,214	2
2280	Current lease liabilities	1,540	-	3,813	-
2322	Current portion of long-term borrowings (Note 6(g))	1,064,500	10	1,387,220	12
2399	Other current liabilities	1,639	-	1,709	-
	Total current liabilities	2,831,687	27	2,566,446	21
Non-current liabilities:
2540	Long-term borrowings (Note 6(g))	44,000	-	100,000	1
2570	Deferred tax liabilities (Note 6(h))	8,883	-	8,883	-
2580	Non-current lease liabilities	519	-	7,835	-
2645	Guarantee deposits (Note 7)	1,580	-	1,491	-
2650	Investment accounted for using the equity method - credit balance (Note 6(c))	283,493	3	285,215	2
	Total non-current liabilities	338,475	3	403,424	3
	Total liabilities	3,170,162	30	2,969,870	24
Shareholders' equity (Note 6(c) and (i)):
3100	Capital stock	8,247,761	78	8,247,761	69
3200	Capital surplus	355,902	4	836,382	7
3300	Retained earnings	( 1,699,874 )	( 16 )	( 288,220 )	( 2 )
3400	Other equity interest	460,686	4	224,418	2
	Total equity	7,364,475	70	9,020,341	76
	Total liabilities and equity	$ 10,534,637	100	11,990,211	100

(Please refer to the Notes to the Individual Financial Statements.)

(English Translation of Financial Statements Originally Issued in Chinese)
FIRST STEAMSHIP CO., LTD.
Parent Company Only Statements Of Comprehensive Income
For the year ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars
For the years ended December 31

		For the years ended December 31
		2025		2024
		Amount	%	Amount	%
4000	Operating revenues (Notes 6(k) and 7)	$ 9,028	100	8,586	100
5000	Operating costs	973	11	973	11
	Gross profit from operations	8,055	89	7,613	89
6000	Operating expenses (Note 7)	111,329	1,232	116,797	1,360
	Net operating loss	( 103,274 )	( 1,143 )	( 109,184 )	( 1,271 )
	Non-operating income and expenses (Notes 6(c), (m), (n), 7 and 13):
7100	Interest income	30,683	340	22,290	260
7020	Other gains and losses	( 136,911 )	( 1,517 )	16,435	191
7070	Share of loss of subsidiaries and other related parties accounted for using equity method	( 1,065,623 )	( 11,804 )	( 145,433 )	( 1,694 )
7050	Finance costs	( 68,785 )	( 762 )	( 72,882 )	( 849 )
		( 1,240,636 )	( 13,743 )	( 179,590 )	( 2,092 )
	Loss before income tax	( 1,343,910 )	( 14,886 )	( 288,774 )	( 3,363 )
7950	Less: Income tax expenses (Note 6(h))	-	-	-	-
	Net income (loss)	( 1,343,910 )	( 14,886 )	( 288,774 )	( 3,363 )
8300	Other comprehensive income:
8310	Items not reclassified to profit or loss
8311	Remeasurements of defined benefit plans	1,151	13	1,518	18
8349	Less: Income tax related to items not reclassified to profit or loss	-	-	-	-
	Total of items not reclassified to profit or loss	1,151	13	1,518	18
8360	Items that may be reclassified subsequently to profit or loss: (Note 9)
8380	Share of other comprehensive income of subsidiaries and other related parties accounted for using equity method - components that may be reclassified to profit or loss.	236,268	2,617	578,442	6,737
8399	Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss	-	-	-	-
	Components of other comprehensive income that will be reclassified to profit or loss	236,268	2,617	578,442	6,737
8300	Other comprehensive income	237,419	2,630	579,960	6,755
	Comprehensive income (loss)	( $ 1,106,491 )	( 12,256 )	291,186	3,392
	Earnings per share (Note 6(j)):
9750	Basic (loss) earnings per share (NT dollars)	( $	1.63 )	(	0.35 )
9850	Earnings (loss) per share (NT dollars)	( $	1.63 )	(	0.35 )

(Please refer to the Notes to the Individual Financial Statements.)

(English Translation of Financial Statements Originally Issued in Chinese)

FIRST STEAMSHIP CO., LTD.

Parent Company Only Statements of Changes in Equity

For the year ended December 31, 2025 and 2024

Expressed in Thousands of New Taiwan Dollars

	Capital stock - Ordinary shares - Capital stock	Capital surplus	Retained earnings				Total other equity interest
			Legal reserve	Special reserve	Unappropriated retained earnings	Total	Exchange differences on translation of foreign financial statements	Total equity
Balance at January 1, 2024	$ 8,247,761	1,932,221	8,289	303,885	( 1,408,013 )	( 1,095,839 )	( 354,024 )	8,730,119
Net loss	-	-	-	-	( 288,774 )	( 288,774 )	-	( 288,774 )
Other comprehensive income (loss) after tax	-	-	-	-	1,518	1,518	578,442	579,960
Total comprehensive income	-	-	-	-	( 287,256 )	( 287,256 )	578,442	291,186
Appropriation and distribution of retained earnings:
Statutory Surplus Reserve to Cover Losses	-	-	( 8,289 )	-	8,289	-	-	-
Special Surplus Reserve to Offset Losses	-	-	-	( 303,885 )	303,885	-	-	-
Changes in Other Capital Reserves:
Capital surplus to cover losses	-	( 1,095,839 )	-	-	1,095,839	1,095,839	-	-
Changes in equity of associates and joint ventures accounted for using equity method	-	-	-	-	( 964 )	( 964 )	-	( 964 )
Balance at December 31, 2024	8,247,761	836,382	-	-	( 288,220 )	( 288,220 )	224,418	9,020,341
Net loss	-	-	-	-	( 1,343,910 )	( 1,343,910 )	-	( 1,343,910 )
Other comprehensive income (loss) after tax	-	-	-	-	1,151	1,151	236,268	237,419
Total comprehensive income	-	-	-	-	( 1,342,759 )	( 1,342,759 )	236,268	( 1,106,491 )
Changes in Other Capital Reserves:
Changes in equity of associates and joint ventures accounted for using equity method	-	-	-	-	( 742 )	( 742 )	-	( 742 )
Changes in a parent's ownership interest in a subsidiary	-	( 480,480 )	-	-	( 68,153 )	( 68,153 )	-	( 548,633 )
Balance at December 31, 2025	$ 8,247,761	355,902	-	-	( 1,699,874 )	( 1,699,874 )	460,686	7,364,475

(Please refer to the Notes to the Individual Financial Statements.)

(English Translation of Financial Statements Originally Issued in Chinese)
FIRST STEAMSHIP CO., LTD.
Parent Company Only Statements of Cash Flows
For the year ended December 31, 2025 and 2024
Expressed in Thousands of New Taiwan Dollars

	For the years ended December 31
	2025	2024
Cash flows from (used in) operating activities:
Loss before tax	($ 1,343,910)	( 288,774)
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense	8,170	8,988
Amortization expense	595	778
Net loss (gain) on financial assets at fair value through profit or loss	982	( 7,089)
Interest expense	68,785	72,882
Interest income	( 30,683)	( 22,290)
Share of loss of subsidiaries and other related parties accounted for using equity method	1,065,623	145,433
Loss from disposal of investments	124,285	-
Gain on lease modification	( 165)	-
Total adjustments to reconcile profit	1,237,592	198,702
Changes in operating assets and liabilities:
Changes in operating assets:
Financial assets and liabilities at fair value through profit or loss	14,470	( 9,712)
Other receivables	1,450	( 2,748)
Inventories	( 1,188)	( 750)
Other current assets	5,407	( 4,031)
Net defined benefit assets	( 18)	15
Changes in operating liabilities:
Other payables	( 9,799)	( 1,475)
Other current liabilities	( 70)	( 60)
Total adjustments	1,247,844	179,941
Cash outflow generated from operations	( 96,066)	( 108,833)
Interest received	23,048	23,110
Dividends received	10,892	-
Interest paid	( 69,293)	( 72,640)
Income taxes paid	( 2,567)	( 2,227)
Net cash flows (used in) operating activities	( 133,986)	( 160,590)

32 -

(English Translation of Financial Statements Originally Issued in Chinese)
FIRST STEAMSHIP CO., LTD.
Parent Company Only Statements of Cash Flows (continued)
For the year ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31
	2025	2024
Cash flows from (used in) investing activities:
Acquisition of investments accounted for using equity method	( 157,127 )	( 202,329 )
Disposal of a subsidiary	47,854	-
Return of capital from investments accounted for using equity method due to capital reduction	-	212,066
Acquisition of property, plant and equipment	-	( 1,518 )
Decrease (Increase) in other receivables	58,000	( 109,316 )
(Increase) decrease in other financial assets	( 6,984 )	-
Decrease in other non-current assets	2,017	1,722
Net cash flows (used in) investing activities	( 56,240 )	( 99,375 )
Cash flows from (used in) financing activities:
Increase (Decrease) in short-term borrowings	( 62,500 )	3,000
(Decrease) increase in short-term notes and bills payable	( 29,963 )	99,840
Proceeds from long-term loans	100,000	49,817
Repayments of long-term loans	( 478,720 )	( 275,000 )
Increase in other payables - related parties	687,966	276,214
Repayments of lease liabilities	( 3,426 )	( 3,735 )
Increase (Decrease) in guarantee deposits received	89	( 751 )
Net cash flows (used in) from financing activities	213,446	149,385
Net increase (decrease) in cash and cash equivalents	23,220	( 110,580 )
Cash and cash equivalents at beginning of period	48,380	158,960
Cash and cash equivalents at end of period	$ 71,600	48,380

(Please refer to the Notes to the Individual Financial Statements.)

Proposed Resolutions

Report no. 2
Proposed by the Board of Directors

Subject: 2025 Profit Distribution and Loss Appropriation Proposal. Please ratify the proposal.

Description:

I. In accordance with the provisions of the Company's articles of Incorporation, taking into account the capital needs of future operating plans, changes in the industrial environment, taking into account shareholders' rights and long-term financial planning, the Company was planned to prepare the statements of profit distribution and loss supplement of 2025. Please refer to page 35 of this Handbook for details.

II. According to the audited financial statements for the year 2025, the Company incurred a net loss after tax of NT$1,343,910,206. Therefore, no dividends will be distributed.

Resolution:

34 -

First Steamship Company Limited
Statement of Profit Distribution and Loss Appropriation
2025
Unit: NT$

Item	Amount
Unappropriated Retained Earnings, Beginning of period	(288,218,695)
Add: Remeasurements of defined benefit plans	1,150,089
Less: Current net loss after tax	(1,343,910,206)
Changes in equity of associates and joint ventures accounted for using equity method	(742,424)
Difference arising from subsidiary's share price and its carrying value	(68,151,308)
Losses to be appropriated in 2025	(1,411,653,849)
Unappropriated Retained Earnings, End of Period	(1,699,872,544)

Chairperson: Kuo, Jen-Hao
General Manager: Chuang, Chien-Wan
Accounting Officer: Liu, Chen-Fang

35 -

36 -

Discussion Items

Report no. 1
Proposed by the Board of Directors

Subject: Proposal for Amendments to Certain Provisions of the Company's "Rules of Procedure for Shareholders' Meeting"

Description:

In accordance with the announcement No. 1150002970 issued by the Taiwan Stock Exchange Corporation, the provisions of the Company Act, related laws and regulations, and the business needs of the Company, it is hereby proposed to amend certain provisions of the "Rules of Procedure for Shareholders' Meeting". Please refer to pages 37-38 of this Handbook for a comparison of the amended provisions.

Resolution:

First Steamship Company Limited
Comparison of the amended provisions of the Rules of Procedure for Shareholders' Meeting

Amended Provisions	Current Provisions	Amendment Description
Article 3
(Paragraphs 1 to 3 omitted)

This Company should prepare electronic versions of the shareholders’ meeting notice, proxy forms and the causes and explanations of proposals for ratification or discussion, or the election or dismissal of directors and independent directors, and the shareholders’ meeting handbook, and supplemental meeting materials, and upload them to the MOPS 30 days before a regular shareholder meeting or 15 days before a special shareholders’ meeting. The meeting handbook and supplementary materials of the meeting should be made available to shareholders 15 days before the shareholders’ meeting and are exhibited on the premises of the Company and the professional stock affairs agency appointed by the Company.

(The remainder omitted) | Article 3
(Paragraphs 1 to 3 omitted)

This Company should prepare electronic versions of the shareholders’ meeting notice, proxy forms and the causes and explanations of proposals for ratification or discussion, or the election or dismissal of directors and independent directors and upload them to the MOPS 30 days before a regular shareholder meeting or 15 days before 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 21 days before the date of the regular shareholders’ meeting or 15 days before the date of the special shareholders’ meeting. However, if a listed company has a paid-in capital of NT$10 billion or more as of the end of the most recent fiscal year, or if the shareholdings of foreign and Mainland shareholders as recorded in the shareholders’ roster for the | Amended in accordance with the regulations. |

37 -

| | regular shareholders’ meeting in the most recent fiscal year has reached 30% or more, the electronic transmission of the aforementioned electronic file shall be completed 30 days before the convening of the regular shareholders’ meeting. The meeting handbook and supplementary materials of the meeting should be made available to shareholders 15 days before the shareholders’ meeting and are exhibited on the premises of the Company and the professional stock affairs agency appointed by the Company.

(The remainder omitted) | |
| --- | --- | --- |
| Article 23
The rules will be implemented after approval by a shareholder meeting, and the same applies to amendments.

The entire context of the rules was amended and published on June 18, 2020.

The Rules were amended for the first time on June 24, 2022.

The Rules were amended for the second time on June 18, 2024.

The Rules were amended for the third time on June 18, 2026. | Article 23
The rules will be implemented after approval by a shareholder meeting, and the same applies to amendments.

The entire context of the rules was amended and published on June 18, 2020.

The Rules were amended for the first time on June 24, 2022.

The Rules were amended for the second time on June 18, 2024. | The date of this amendment is added. |

38 -

39 -

Discussion Items

Report no. 2
Proposed by the Board of Directors

Subject: Proposal for Amendments to Certain Provisions of the Company's
"Procedures for Acquisition or Disposal of Assets"

Description:
In accordance with the provisions of the Company Act and related laws and regulations and the business needs of the Company, it is hereby proposed to amend certain provisions of the "Procedures for Acquisition or Disposal of Assets". Please refer to pages 40-47 of this Handbook for a comparison of the amended provisions.

Resolution:

FIRST STEAMSHIP COMPANY LIMITED

Comparison of the amended provisions of the Procedures for Acquisition or Disposal of Assets

Amended provisions	Current provisions	Amendment description
Article 9: Criteria for public announcement and reporting
If the Company acquires or disposes of assets under the following circumstances, the Company shall make an announcement and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date of occurrence in accordance with the prescribed format.

I. The Company acquires or disposes of real estate or right-of-use assets from a related party, or acquires or disposes of assets other than real estate or right-of-use assets with a related party, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more. However, this does not apply to the circumstance when the Company buys or sells domestic bonds, bonds with call or put conditions, or subscribe or buy back money market funds issued by | Article 9: Criteria for public announcement and reporting
If the Company acquires or disposes of assets under the following circumstances, the Company shall make an announcement and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date of occurrence in accordance with the prescribed format.

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| domestic securities
investment trusts.

II. Merger, demerger, acquisition
or transfer of shares.

III. Losses from derivative
transactions up to the
maximum amount of losses
on all or individual contracts
as specified in the prescribed
procedures.

IV. The type of assets acquired
or disposed of is equipment or
right-to-use assets for
business use, and the
transaction is not with a
related party, and the amount
of the transaction meets one
of the following
requirements:

(I) When the Company's
paid-in capital is less than
NT$10 billion, the
transaction amount
reaches NT$500 million
or more.

(II) When the Company's
paid-in capital reaches
NT$10 billion or more but
is less than NT$50 billion,
the transaction amount
reaches NT$1 billion or
more.

(III) When the Company's
paid-in capital reaches
NT$50 billion or more,
the transaction amount
reaches 5% or more of the
Company's paid-in
capital. | trusts.

II. Merger, demerger, acquisition
or transfer of shares.

III. Losses from derivative
transactions up to the
maximum amount of losses
on all or individual contracts
as specified in the prescribed
procedures.

(I) When the Company's
paid-in capital is less than
NT$10 billion, the
transaction amount
reaches NT$500 million
or more.

(II) When the Company's
paid-in capital reaches
NT$10 billion or more,
the transaction amount
reaches NT$1 billion or
more.

41 -

42 -

V. A public company engaged in the construction business acquires or disposes of real estate or right-to-use assets for construction use and the transaction is not with a related party, and the transaction amount reaches NT$500 million or more; among them, if the paid-in capital reaches NT$10 billion or more, when disposing real estate for completed self-construction real estate and the transaction.is not with a related party, and the transaction amount reaches NT$1 billion or more.	among them, if the paid-in capital reaches NT$10 billion or more, when disposing real estate for completed self-construction real estate and the transaction.is not with a related party, and the transaction amount reaches NT$1 billion or more.
VI. If a company acquires real estate under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the counterparty is not a related party, the company expects to invest a transaction amount of NT$500 million or more.	VI. If a company acquires real estate under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the counterparty is not a related party, the company expects to invest a transaction amount of NT$500 million or more.
VII. When the Company's paid-in capital reaches NT$50 billion or more, transactions in government	VII. If the transaction amount of the asset transaction, disposal of debts by financial institutions or investment in Mainland China other than those in the preceding six paragraphs reaches 20% of the Company's paid-in capital or NT$300 million or more. However, this does not apply to the following circumstances:

V. A public company engaged in the construction business acquires or disposes of real estate or right-to-use assets for construction use and the transaction is not with a related party, and the transaction amount reaches NT$500 million or more; among them, if the paid-in capital reaches NT$10 billion or more, when disposing real estate for completed self-construction real estate and the transaction.is not with a related party, and the transaction amount reaches NT$1 billion or more.

among them, if the paid-in capital reaches NT$10 billion or more, when disposing real estate for completed self-construction real estate and the transaction.is not with a related party, and the transaction amount reaches NT$1 billion or more.

VI. If a company acquires real estate under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the counterparty is not a related party, the company expects to invest a transaction amount of NT$500 million or more.

VII. When the Company's paid-in capital reaches NT$50 billion or more, transactions in government

VII. If the transaction amount of the asset transaction, disposal of debts by financial institutions or investment in Mainland China other than those in the preceding six paragraphs reaches 20% of the Company's paid-in capital or NT$300 million or more. However, this does not apply to the following circumstances:

43 -

| bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) conducted on the Taiwan Stock Exchange or at the business premises of a securities firm, which do not fall under the cases specified in the proviso of Item 8, and whose counterparties are not related parties, shall be deemed significant if the transaction amount reaches 5% or more of the Company’s paid-in capital. | (I) Purchase and sale of domestic bonds or foreign bonds with credit ratings not lower than the sovereign rating of Taiwan .
(II) Entities with investments as it core business buy or sell marketable securities on the stock exchange or on the business premises of a securities firm, or subscribe for foreign bonds or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated debentures) in the primary market, or subscribe for or buy back securities investment trust funds or futures trust funds , or subscribe for or sell back index investment securities , or securities firms subscribe for the marketable securities in accordance with the TPEx regulations.for the purpose of underwriting business to act as an advisor for emerging companies.
(III) When the Company buys or sells bonds with call or put conditions, or |
| --- | --- |
| VIII. If the transaction amount of the asset transaction, disposal of debts by financial institutions or investment in Mainland China other than those in the preceding seven paragraphs reaches 20% of the Company's paid-in capital or NT$300 million or more. However, this does not apply to the following circumstances:
(I) Purchase and sale of domestic bonds or foreign bonds with credit ratings not lower than the sovereign rating of Taiwan .
(II) Entities with investments as it core business buy or sell marketable securities on the stock exchange or | |

44 -

| on the business premises of a securities firm, or subscribe for foreign bonds or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated debentures) in the primary market, or subscribe for or buy back securities investment trust funds or futures trust funds, or subscribe for or sell back index investment securities, or securities firms subscribe for the marketable securities in accordance with the TPEx regulations. for the purpose of underwriting business to act as an advisor for emerging companies.
(III) When the Company buys or sells bonds with call or put conditions, or subscribe or buy back money market funds issued by domestic securities investment trusts.
The amount of the foregoing transactions is calculated as follows:
(I) The amount of each transaction.
(II) The cumulative amount | subscribe or buy back money market funds issued by domestic securities investment trusts.
The amount of the foregoing transactions is calculated as follows:
(V) The amount of each transaction.
(VI) The cumulative amount of acquisition or disposal of targets of the same nature with the same counterparty within one year.
(VII) The cumulative amount of acquisition or disposal (acquisition and disposal are accumulated separately) of real estate or right-to-use assets of the same development project within one year.
(VIII) The cumulative amount of acquisition or disposal (acquisition and disposal are accumulated separately) of marketable securities within one year.
The one year period referred to in the preceding paragraph is based on the date of occurrence of the transaction and is retroactively projected to one year, and the portion of the transaction that has been announced in accordance with the Procedures is exempt. |
| --- | --- |

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| of acquisition or disposal
of targets of the same
nature with the same
counterparty within one
year.

(III) The cumulative amount
of acquisition or disposal
(acquisition and disposal
are accumulated
separately) of real estate
or right-to-use assets of
the same development
project within one year.

(IV) The cumulative amount
of acquisition or disposal
(acquisition and disposal
are accumulated
separately) of marketable
securities within one
year.

The one year period referred to in
the preceding paragraph is based
on the date of occurrence of the
transaction and is retroactively
projected to one year, and the
portion of the transaction that has
been announced in accordance
with the Procedures is exempt.

The Company shall input the
information on derivative
transactions entered by the
Company and its subsidiaries that
are not domestic public
companies as of the end of the
previous month in the prescribed
format on a monthly basis on the
website designated by the
Financial Supervisory
Commission by the tenth day of
each month .

If there is any error or omission
in the Company's announcement
for items required to be
announced by regulations, the
Company shall re-announce and
report all items within two days
from the date of knowledge.

When the Company acquires or
disposes of assets, the Company
shall keep the relevant contracts,
minutes, memorandum books,
appraisal reports, and opinions of
CPAs, lawyers, or securities
underwriters in the Company for
at least five years, unless
otherwise required by other laws. | The Company shall input the
information on derivative
transactions entered by the
Company and its subsidiaries that
are not domestic public
companies as of the end of the
previous month in the prescribed
format on a monthly basis on the
website designated by the
Financial Supervisory
Commission by the tenth day of
each month .

45 -

| each month .
If there is any error or omission in the Company's announcement for items required to be announced by regulations, the Company shall re-announce and report all items within two days from the date of knowledge.
When the Company acquires or disposes of assets, the Company shall keep the relevant contracts, minutes, memorandum books, appraisal reports, and opinions of CPAs, lawyers, or securities underwriters in the Company for at least five years, unless otherwise required by other laws. | | |
| --- | --- | --- |
| Article 26: The 10% of total assets requirement of the Procedures shall be calculated based on the amount of total assets in the most recent standalone or individual financial statements as required by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
If the Company's shares have no par value or have a par value other than NT$10 per share, the transaction amount of 20% of the paid-in capital under the Procedures shall be calculated on the basis of 10% of the equity attributable to the shareholders of the parent company. The transaction amount of 5% of the paid-in capital under the Procedures shall be calculated on | Article 26: The 10% of total assets requirement of the Procedures shall be calculated based on the amount of total assets in the most recent standalone or individual financial statements as required by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
If the Company's shares have no par value or have a par value other than NT$10 per share, the transaction amount of 20% of the paid-in capital under the Procedures shall be calculated on the basis of 10% of the equity attributable to the shareholders of the parent company. The transaction amount of the paid-in capital amounting to NT$10 billion shall be calculated based | Amended in accordance with the regulations. |

46 -

the basis of 2.5% of the equity attributable to the shareholders of the parent company. The transaction amount of the paid-in capital amounting to NT$10 billion shall be calculated based on the equity attributable to the shareholders of the parent company in the amount of NT$20 billion. The transaction amount of the paid-in capital amounting to NT$50 billion shall be calculated based on the equity attributable to the shareholders of the parent company in the amount of NT$100 billion.	on the equity attributable to the shareholders of the parent company in the amount of NT$20 billion.

47 -

Discussion Items

Report no. 3
Proposed by the Board of Directors

Subject: Proposal for Capital Reduction to Offset Losses

Description:

I. According to the auditor's report for the year 2025, the Company had a paid-in capital of NT$8,247,760,670, with a par value of NT$10 per share, issuing 824,776,067 shares of common stock. As of December 31, 2025, the accumulated losses to be offset amounted to NT$1,699,872,544.

II. To improve the financial structure, it is proposed to carry out a capital reduction to offset losses. According to Article 239 of the Company Act, the capital surplus will first be used to offset the loss amount of NT$355,901,984 before proceeding with the capital reduction. The capital reduction amounts to NT$1,343,970,560, and 134,397,056 issued shares will be canceled. After the capital reduction, the paid-in capital is NT$6,903,790,110, with a total of 690,379,011 issued shares of common stock.

III. The shares to be reduced this time will be canceled based on the shareholder register on the record date for the capital reduction, according to their Share-holding ratio. The capital reduction ratio is approximately 16.2949753%, reducing about 162.949753 shares per thousand shares, resulting in approximately 837.050247 shares being reissued per thousand shares. The shares already deposited in the securities custody account will be uniformly exchanged on the first trading day of the new shares by Taiwan Depository & Clearing Corporation. Shareholders do not need to perform any procedures to exchange for new shares. The exchange for shareholders in book-entry custody will use odd-lot shares as an offset for book-entry transfer fees.

IV. For fractional shares less than one share after capital reduction, shareholders may register for combining into whole shares with the Company's stock affairs agent from the fifth day prior to the suspension of transfer to the day before the suspension of transfer for capital reduction and share exchange. Any fractional shares not combined, or still less than one share after combining, will be paid in cash to the shareholders by The Company based on the closing price on the last trading day in the centralized stock exchange market prior to the "Capital Reduction and Share Exchange Record Date", calculated up to the nearest dollar (fractions below one dollar will be rounded down unconditionally). The Chairman

48 -

is authorized to negotiate with specific individuals for purchasing at the aforementioned closing price.

V. The new shares issued in this capital reduction and share swap will be in dematerialized form, with rights and obligations identical to those of the originally issued shares.

VI. The execution of this capital reduction to cover losses will proceed after it is approved by the Shareholder Meeting and reported to the competent authority for effectuation. Regarding the record date for this capital reduction, the record date for the capital reduction and stock exchange, the plan for stock operations due to the capital reduction, or subsequent adjustments to the capital reduction ratio resulting from changes in the Company's capital stock and other related matters, if required by fact or amended by the competent authority, it is proposed to seek authorization from the Shareholder Meeting for the Chairman to handle these matters with full authority in accordance with the Company Act or relevant laws and regulations.

Resolution:

49 -

50 -

Election Matters

Proposed by the Board of Directors

Case: Proposal for the General Election of Directors

Description:

I. The directors (including independent directors) of the Company’s 22nd Board of Directors will expire on June 15, 2026, and a general election shall be held as required by law.

II. Considering the Company’s operational scale and the Board of Directors’ operating needs, and to comply with the requirements of the Articles of Incorporation, it is proposed to elect 5 directors (including 3 independent directors) for the 23rd Board of Directors. New directors shall take office upon being elected, and shall serve a term of 3 years from June 18, 2026 through June 17, 2029.

III. Directors (including independent directors) shall be elected through a candidate nomination system by shareholders from among those on the director candidate list. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other matters for compliance with respect to directors shall be prescribed by the competent authority.

IV. Please refer to pages 51 to 53 of this Handbook for the list of director candidates.

V. Please refer to pages 82 to 84 of this Handbook for the Procedures for the election of the Company’s directors.

Election result:

51 -

List of Director (including Independent Director) Candidates
No.	Title	Name of the Legal Entity Represented & Representative	Shareholdings (shares)	Current Positions & Major Past Positions & Education & Professional Qualifications
001	Director	Yonghenhui Investment Co., Ltd.	23,791,000 shares	Not applicable
		Representative Kuo, Jen-Hao	1,057,006 shares
Chairman, First Steamship Co., Ltd.
Director, Grand Ocean Retail Group Limited.
Chairman & CEO, Royal Sunway Development Co., Ltd.
Chairman & CEO, Taiwan Environment Scientific Co., Ltd.
Chairman & CEO, Yee Shin Investment Co., Ltd.
Chairman & Non-executive Director, Sandmartin International Holdings Limited.
Director, Jia Wang Asset Development Co., Ltd.,
Chairman, Yonghenghui Investment Co., Ltd.
Chairman & Non-executive Director & Member of Auditing Committee and Remuneration Committee, Da Yu Financial Holdings Limited
Chairman, Fulliyang Technology Co., Ltd.
Chairman, Richwell Capital Ltd.
Director, Yung Fu Co., Ltd.
Director, Pro Brand Technology (TW) INC
Director, Grand Citi Ltd.

Director & Chief finance officer, Tian Ran Group
Vice president, Private Equity Management Group
PWC Transaction Services
Merrill Lynch Research Assistant

Pace University NY MBA Finance & Accounting

US CPA

002	Director	Henghua Investment Co., Ltd.	57,065,945 shares
		Representative Chuang, Chien-Wan	21,800 shares
General Manager & Chief Operating Officer, First Steamship Co., Ltd.
Director, Royal Sunway Development Co., Ltd.

Chief Operating Officer of Marine Business Unit, First Steamship Co., Ltd.

Keelung Maritime School
003	Independent Director	Lui, Ping-Sum	None
Partner, Argyle Street Management Limited

Senior Manager, BDA Partners
Senior chief of the Business Analysis Department, Dah Chong Hong Holdings Limited
Senior auditor, Department of Accounting, PwC

The Chinese University of Hong Kong

CPA of the Hong Kong Institute of Certified Public Accountants

52 -

004	Independent Director	Che, Jaime	None
005	Independent Director	Wu, Kai-Lin	None

Note: Pursuant to the Regulations Governing Appointment and Compliance Requirements for Independent Directors of Public Companies, none of the independent director candidates has served more than three consecutive terms.

53 -

54 -

Other Proposals

Report no. 1
Proposed by the Board of Directors

Subject: Release of Non-compete Restrictions on Newly Elected Directors. Please ratify the proposal.

Description:

I. According to Article 209 of the Company Act, a director who engages in any business for himself or on behalf of others within the scope of the Company’s business shall report to the shareholders’ meeting and obtain approval.

II. Since the Company’s newly elected directors and their representatives (including independent directors) either have investments in, or operate, and are a director of, other companies with the same or similar business scope as the Company, they shall apply to the shareholder meeting for approval to remove the non-compete restrictions on them in accordance with the law.

III. For the removal of the restriction that prohibits newly elected directors and their representatives (including independent directors) from concurrently holding a position in other companies, please refer to page 55 of this Handbook

Resolution:

List of newly elected directors and their representatives (including independent directors) who concurrently hold a position at another company:

Director	Position concurrently held at another company
Kuo, Jen-Hao	Chairman & Non-executive Director, Sandmartin International Holdings Limited.
Director, Grand Ocean Retail Group Limited.
Chairman & CEO, Royal Sunway Development Co., Ltd.
Director, Grand Citi Ltd. (HK)
Chairman & CEO, Yee Shin Investment Co., Ltd.
Chairman & CEO, Taiwan Environment Scientific Co.,Ltd
Director, Jia Wang Asset Development Co., Ltd.
Chairman, Yonghenghui Investment Co., Ltd.
Chairman, Fulliyang Technology Co., Ltd.
Chairman, Richwell Capital Ltd.
Director, Yung Fu Co., Ltd
Director,Pro Brand Technology (TW) INC
Chairman & Non-executive Director & Member of Auditing Committee and Remuneration Committee, Da Yu Financial Holdings Limited
Chuang, Chien-Wan	Director, Royal Sunway Development Co., Ltd.
Lui, Ping-Sum	Partner, Argyle Street Management Limited
Wu, Kai-Lin	Chairman & Managing Partner, KS Attorneys at Law

55 -

56 -
Extraordinary Motions

Adjournment

57 -

Appendix I

Article of Incorporation of the FIRST STEAMSHIP COMPANY LIMITED

Chapter 1 General Principles

Article 1: The Company is organized in accord dance with the provisions of the Company Act and is named “FIRST STEAMSHIP COMPANY, LIMITED.”

Article 2: The Company’s business scope is as follows:

(i). F111090 Wholesale of Building Materials
(ii). F113010 Wholesale of Machinery
(iii). F113030 Wholesale of Precision Instruments
(iv). F114010 Wholesale of Motor Vehicles
(v). F114060 Wholesale of Ship and Component Parts (vi).
(vi). F211010 Retail Sale of Building Materials
(vii). F213040 Retail Sale of Precision Instruments
(viii). F213080 Retail Sale of Other Machinery and Equipment
(ix). F214010 Retail Sale of Motor Vehicles
(x). F401010 International Trade
(xi). G801010 Warehousing
(xii). H201010 Investment
(xiii). H701010 Housing and Building Development and Rental (xiv).
(xiv). H701020 Industrial Factory Development and Rental (xv).
(xv). H701040 Specific Area Development (xvi).
(xvi). H701050 Investment, Development and Construction in Public Construction
(xvii). H701060 New County and Community Construction and Investment
(xviii). H703090 Real Estate Business
(xix). H703100 Real Estate Leasing
(xx). I101120 Shipbuilding Consulting
(xxi). I102010 Investment Consulting
(xxii). I103060 Management Consulting

(xxiii). I401010 General Advertising Services
(xxiv). JB01010 Conference and Exhibition Services
(xxv). JE01010 Rental and Leasing
(xxvi). ZZ99999 All business items that are not prohibited or restricted by laws and regulations, except those subject to special approval.

Article 2-1: The Company may make external guarantees in accordance with the "Operating Procedures for Endorsement and Guarantee."

Article 2-2: The company's total reinvestment is not subject to the restriction that it may not exceed 40% of the Company's paid-in capital as stipulated in Article 13 of the Company Act.

Article 3: When necessary, branches may be established domestically and abroad by the resolution of the Board of Directors.

Article 4: The Company's announcement method shall be handled in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 5: The total capital of the Company is set at NT$12 billion, divided into 1,200 million shares at NT$10 per share, and the Board of Directors is authorized to issue the shares in installments.

Article 5-1: In accordance with relevant laws and regulations, the Company may issue new shares to employees for the subscription of employee stock purchase plan and employee restricted stock or transfer bought-back treasury stocks to employees. The issuance or transfer may be made to employees of the holding and subordinate companies that meet certain criteria.

Article 6: All of the Company's shares shall be registered ones, and shall bear the signature or seal of the director representing the Company, and may be issued after being duly certified or authenticated by a bank which is competent to certify shares under the laws.

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Registered share certificates issued by the Company are not required to be printed. The Company, however, should contact the securities depository and custodian institution for registration of the share certificates, and shall act by the regulations of the institution when it comes to matters in relation to the shares issued by the Company.

Article 7: (Deleted)

Article 8: (Deleted)

Article 9: The Company shall comply with the Company Act, the criteria issued by the Securities and Futures Bureau, and other relevant laws and regulations in the handling of its stock affairs.

Article 10: The transfer of shares shall cease within 60 days before a regular shareholder meeting or within 30 days before a special shareholder meeting or within 5 days before the base date on which the Company decides to distribute dividends and bonuses or other benefits.

Chapter 3 Shareholder Meeting

Article 11: There are two types of shareholders’ meeting, regular and special:

Type A: A regular shareholders’ meeting is convened once a year within six months after the end of each fiscal year.

Type B: An Extraordinary shareholders' meetings convened according to the law when necessary.

Shareholders should be notified in writing or electronically of the date and place of the meeting and the reason for the meeting at least 30 days before a regular shareholder meeting and 15 days before a special shareholder meeting, except for shareholders holding less than 1,000 registered shares, which may be notified by public announcement.

Article 12: The convening of regular and special shareholder meetings shall be in accordance with the provisions of the Company Act.

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Article 12-1: The Company’s shareholders’ meeting may be held by video conferencing or other methods promulgated by the central competent authority.

Article 13: The Company’s shareholders shall have one voting right per share, except for those who have no voting rights or restricted voting rights in accordance with the Company Law.

Article 14: Shareholders may provide a proxy form issued by the Company stating the scope of authorization and appoint a proxy to attend a shareholder meeting. Except for a trust enterprise or a stock affairs agency approved by the competent securities authority when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights of that proxy must not exceed 3% of the voting rights of the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation in excess of that shall not be counted.

Article 15: Unless otherwise required by the Company Act, resolutions in a shareholder meeting should be made with the presence of shareholders representing a majority of the total number of outstanding shares and with the consent of a majority of the shareholders’ voting rights present.

Article 16: (Deleted)

Article 17: Resolutions of a shareholder meeting should be recorded in meeting minutes in accordance with Article 183 of the Company Act.

Chapter 4 Directors, Audit Committee and managerial officers

Article 18: The Company shall have five to nine directors, who the shareholder meeting shall elect in accordance with the law.

Regarding the number of directors in the preceding paragraph, the number of independent directors must not be less than three and must not be less than one-fifth of the number of directors.

The Company adopts the candidate nomination system for the election of

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directors under Article 192-1 of the Company Act, and the shareholders shall elect the directors from a list of candidates. The acceptance of the nomination of director candidates and announcements of related matters shall be handled in accordance with the Company Act, Securities and Exchange Act and other relevant laws and regulations.

For the election of directors, each share shall have the same number of voting rights as the number of directors to be elected, which may be cast collectively for a single candidate or split among several candidates, and those receiving the greater number of voting rights shall be elected as directors. Independent directors and non-independent directors should be elected at the same time, but their respective elected numbers shall be calculated separately.

Article 19: The Company shall establish an Audit Committee in accordance with the Securities and Exchange Act, which shall consist of all independent directors.

The Audit Committee and its members shall exercise their authority and related matters in accordance with the relevant laws and regulations of the competent securities authority.

Article 20: The Board of Directors are composed of directors, and the chairperson of the board shall be elected to represent the Company externally from among the directors; and there may be a vice-chairperson of the board; When the vacancy of directors reaches one-third, a by-election should be convened at a special shareholder meeting, and the term of office of the succeeding director shall be limited to the original term of office.

Article 21: The term of office of the directors shall be three years and they shall be eligible for re-election. When the term of office of a director expires before re-election, his or her authorities and duties shall be extended until the re-elected director takes office. However, the competent authority may, in accordance with its authority, order the Company to re-elect within a time limit. If the re-election does not take place by the end of the time limit, the director shall be dismissed from office by the end of the time limit.

Article 22: The boarding meetings shall be convened with seven days' notice to all directors but may be convened at any time in case of emergency.

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Notice for the convening of the board meetings can be made in writing, email or fax.

When a director entrusts another director to attend the board meeting as a proxy, he or she shall provide a proxy form every time and specify the scope of authorization. A proxy can only be entrusted by one person.

Directors residing abroad may entrust other domestic shareholders in writing to attend the board meetings as proxies.

The proxies mentioned in the preceding paragraph should apply to the competent authority for registration, and the same applies to amendments.

Article 23: The board’s chairperson shall chair both the board meeting and the shareholder meeting internally and represent the Company externally. If the chairperson is absent from work or is unable to exercise his or her authority for any reason, related affairs shall be handled in accordance with the provisions of Article 208 of the Company Act.

Article 24: Unless otherwise required by the Company Act, the board meetings shall be convened only with the presence of more than half of the directors, and its resolutions shall only be valid with the approvals of more than half of the directors.

Article 25: The remuneration for the chairperson and directors is authorized to the Board of Directors in accordance with the extent of their participation in the Company’s operations and the value of their contributions, and regarding the usual standard in the industry. However, independent directors must not participate in the distribution of the remuneration under Article 31.

The Company may purchase liability insurance for the directors during their term of office for the directors’ scope of business. The Company may purchase liability insurance for all directors and representatives appointed as directors or supervisors in a re-invested enterprise during their term of office for the actual needs of the business they perform.

Article 26: The authorities and duties of the Board of Directors are as follows.

(i). Follow the resolution of the shareholder meeting to determine the business policy.

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(ii). Formulate detailed rules for each department.
(iii). The selection or dismissal of the general managers.
(iv). Review budget, final accounting reports, various schedules and business reports.
(v). Convening of a shareholder meeting.
(vi). Review sales report.
(vii). Other authorities and duties in accordance with the Company Act.

Article 27: The resolutions of the Board of Directors shall be recorded in the minutes, signed or sealed by the chairperson, and kept for record together with the attendance book.

Article 28: The Company shall have managerial officers whose appointment, dismissal and remuneration shall be in accordance with Article 29 of the Company Act.

Article 29: (Deleted)

Chapter 5 Accountants

Article 30: The Company’s fiscal year runs from January 1st to December 31st. After the end of each fiscal year, the Board of Directors should prepare the following schedules and submit them to the regular shareholder meeting for ratification in accordance with the statutory procedures.

(i). Business report
(ii). Financial statements
(iii). Earnings distribution or losses make-up proposal

Article 31: If the Company makes profits during the year (profits before tax minus the distribution of remuneration for employees and directors), no less than 1% should be appropriated for employee remuneration and no more than 3% for director remuneration. However, if the Company still has accumulated losses, it should reserve the make-up amount in advance.

The aforementioned employee remuneration shall be allocated within the

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specified amount as defined above, with no less than 10% shared with the frontline employees as a result of the Company’s operational achievements. The Company may implement this through "employee remuneration," "salary adjustments," or a combination of both methods. The employee remuneration may be in the form of stock or cash. It may be paid to employees of the holding and subordinate companies who meet the Board of Directors’ criteria. Remuneration for directors can only be in the form of cash.

The previous two provisions shall be resolved by the Board of Directors and reported to the shareholder meeting.

Article 31-1: If the result of the final accounting close concludes the Company makes profits for the period, it should first make up for the accumulated losses, then allocate 10% as legal reserve according to law except when the legal reserve has reached the amount of the Company’s paid-in capital. Then, in accordance with laws and regulations, the appropriated earnings are set aside or reversed. The Board of Directors shall prepare a proposal for distributing the remaining earnings, together with the cumulative unappropriated earnings at the beginning of the period, and submit it to the shareholder meeting for resolution.

The Company’s dividend policy should be based on actual operating conditions of the year, future investment, development, capital needs, and the financial structure and interests of shareholders. The distributable earnings can be paid in stock or cash except for discretionary retention. However, the cash dividend must not be less than 10% of the total dividend. When the cash dividend per share is less than NT$0.5, the dividend will not be distributed unless otherwise resolved by the shareholder meeting.

The Company’s Board of Directors may, with a resolution approved by a majority of the directors present, with the presence of at least two-thirds of the directors, declare all or part of the dividends to be distributed in cash and report the resolution to the shareholder meeting.

Article 32: (Deleted)

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Chapter 6 Supplementary Provisions

Article 33: Other internal regulations of the Company shall be stipulated separately.

Article 34: Any matters not covered in this Article of Incorporation shall be governed by the Company Act and relevant laws and regulations.

Article 35: This Article of Incorporation was established on 1963.9.3, the 1st amendment on 1964.9.5, the 2nd amendment on 1965.11.4, the 3rd amendment on 1966.10.24, the 4th amendment on 1967.4.12, the 5th amendment on 1968.11.26, the 6th amendment on 1970.4.28, the 7th amendment on 1971.5.6, the 8th amendment on 1972.5.19, the 9th amendment on 1973.5.7, the 10th amendment on 1974.5.10, the 11th amendment on 1975.5.12, the 12th amendment on 1975.10.15, the 13th amendment on 1976.5.10, the 14th amendment on 1977.4.25, the 15th amendment on 1978.5.10, the 16th amendment on 1979.4.25, the 17th amendment on 1980.5.7, the 18th amendment on 1981.5.7, the 19th amendment on 1982.4.30, the 20th amendment on 1984.9.29, the 21st amendment on 1987.6.19, the 22nd amendment on 1988.5.5, the 23rd amendment on 1989.5.16, the 24th amendment on 1990.6.29, the 25th amendment on 1993.11.6, the 26th amendment on 1994.5.21, the 27th amendment on 1996.5.9, the 28th amendment on 1997.5.3, the 29th amendment on 1999.1.12, the 30th amendment on 1999.6.16, the 31st amendment on 2000.5.5, the 32nd amendment on 2002.1.29, the 33rd amendment on 2002.1.29, the 34th amendment on 2002.5.29, the 35th amendment on 2003.10.24, the 36th amendment on 2004.6.25, the 37th amendment on 2005.6.14, the 38th amendment on 2007.6.15, the 39th amendment on 2010.6.25, the 40th amendment on 2012.6.21, the 41st amendment on 2013.6.21, the 42nd amendment on 2016.6.23, the 43rd amendment on 2017.6.21, the 44th amendment on 2019.6.28, the 45th amendment on 2020.9.30, the 46th amendment on 2022.6.24; the 47th amendment on 2023.6.16, the 48th amendment on 2025.6.13.

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Appendix II

FIRST STEAMSHIP COMPANY LIMITED

Rules of Procedure for Shareholder Meeting (Before Amendments)

Article 1

In order to establish a good governance system for the shareholder meeting of the Company, improve supervision functions and strengthen management functions, these rules are set forth in accordance with Article 5 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.

Article 2

The rules of procedure for the Company’s shareholder meeting should comply with the provisions of these rules unless otherwise provided by laws or regulations.

Article 3

Unless otherwise provided by laws and regulations, the Company’s shareholder meeting shall be convened by the Board of Directors.

Where the Company intends to convene a virtual-only Shareholders’ Meeting, the rules thereof shall be, except as otherwise provided for in the Regulations Governing the Administration of Shareholder Services of Public Companies, specified in the Company’s Articles of Association and shall be resolved by the Board of Directors. In addition, a Shareholders’ Meeting may be convened in the form of virtual-only meeting after resolved by more than two-third of all votes in a Board of Directors meeting attended by a majority of all directors.

Any changes to the convening method of a shareholders’ meeting shall be resolved by the Board of Directors and may not be later than sending the meeting notice of the shareholders’ meeting.

This Company should prepare electronic versions of the shareholders’ meeting notice, proxy forms and the causes and explanations of proposals for ratification or discussion, or the election or dismissal of directors and independent directors and upload them to the MOPS 30 days before a regular shareholder meeting or 15 days before 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 15 days before the date of the special shareholders’ meeting. However, if a listed company has a paid-in capital of NT$10 billion or more as of the end of the

most recent fiscal year, or if the shareholdings of foreign and Mainland shareholders as recorded in the shareholders' roster for the regular shareholders' meeting in the most recent fiscal year has reached 30% or more, the electronic transmission of the aforementioned electronic file shall be completed 30 days before the convening of the regular shareholders' meeting. The meeting handbook and supplementary materials of the meeting should be made available to shareholders 15 days before the shareholders' meeting and are exhibited on the premises of the Company and the professional stock affairs agency appointed by the Company.

The Company shall make the meeting handbook and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:

I. For physical shareholders' meetings, to be distributed on-site at the meeting.
II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
III. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.

The notice and announcement should specify the causes for convening the meeting; with the corresponding party's consent, the meeting notice may be given in electronic form.

The election or dismissal of directors and independent directors, changes in the Article of Incorporation, reduction of capital, application for suspension of a public offering, permission for directors to compete for business, transfer of earnings to capital, transfer of reserves to capital, dissolution, merger, demerger or the matters set forth in Article 185, Paragraph 1 of the Company Act, Article 26-1 and 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers should be listed and explained in the cause for convening and must not be proposed as extraordinary motions; the main contents thereof should be stated and shall not be proposed by extraordinary motions;

Where a re-election of all directors and independent directors and the date of their assumption of offices is stated in the causes for convening the shareholders' meeting, after the completion of the re-election in the meeting, such date of their assumption of office may not be altered by any extraordinary motion or other means in the same meeting.

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Shareholders holding more than 1% of the total number of issued shares may submit a proposal to the Company for a regular shareholder meeting. However, the number of items in the proposal is limited to one. A proposal containing more than one item will not be included in the meeting agenda. In addition, when any of the circumstances of Paragraph 4 of Article 172-1 of the Company Act applies to a proposal put forward by a shareholder, the Board of Directors may exclude it from the meeting agenda.

Shareholders may submit proposals for the purpose of urging the Company to promote the public interest or fulfill its social responsibility. Procedurally, it shall be limited to one proposal in accordance with the relevant provisions of Article 172-1 of the Company Act and submissions with more than one proposal shall not be included in the motion.

Prior to the date for the suspension of a stock transfer before a regular shareholder meeting is held, the Company should publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals must not be less than 10 days.

A shareholder proposal is limited to 300 words. If it exceeds 300 words, the proposal shall not be included in the meeting agenda; the proposing shareholder should attend the shareholder meeting in person or entrust others to attend and participate in the proposal's discussion.

Prior to the date for issuance of the shareholder meeting notice, the Company should inform the proposing shareholder of the proposal screening results. It shall list the proposals that conform to the provisions of this regulation in the meeting notice. For shareholder proposals that are not included in the meeting agenda, the Board of Directors should explain why they are not included in the shareholder meeting.

Article 4

A shareholder may appoint a proxy to attend a shareholder meeting at each shareholder meeting by presenting a proxy form issued by the Company, stating the scope of authorization.

A shareholder shall issue only one proxy form and appoint only one proxy and deliver the proxy form to the Company 5 days before the shareholder meeting. In the event of duplicate proxies, the one received earliest shall prevail. However, this does not apply to the situation where a declaration is made to cancel the previous proxy appointment.

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After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in the manner of a video conference, a written notice of proxy cancellation should be submitted to the Company 2 days before the meeting. If the cancellation notice is submitted after that time, the exercise of voting right by the proxy in the meeting shall prevail.

Article 5 (Principles Governing the Location and Time of Shareholder Meetings)

The location for a shareholder meeting should be the Company’s premises, or a place easily accessible to shareholders and suitable for a shareholder meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. The location and time of the meeting should be thoroughly considered with the opinions of independent directors.

When the Company convenes the video shareholders’ meetings, the restrictions of convention location in the preceding paragraph do not apply.

Article 6 (Preparation of signature book and other documents)

The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively “shareholders”) will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders’ meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.

Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

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The Company should furnish a signature book for attending shareholders, or the attending shareholders may hand in a sign-in card instead.

The Company should give attending shareholders with the meeting handbook, annual report, attendance card, speaker slips, voting ballots and other meeting materials. Where there is an election of directors and independent directors, election ballots should also be furnished.

When a shareholder is a government or a juristic person, the number of representatives to attend the shareholder meeting is not limited to one. When a juristic person is appointed to attend a shareholders’ meeting as proxy, it may designate only one person to represent it in the meeting.

Shareholders who would like to attend the teleconferencing shareholder meeting should register with the Company at least two days before the shareholder meeting.

Where the Company convenes the video shareholders’ meetings, the Company shall upload the agenda handbook, annual reports and other related information to the video conference platform for the shareholders’ meeting at least 30 minutes prior to the meeting and retain the disclosure of such until the meeting ends.

Article 6-1 (Where the video shareholders’ meetings are convened, matters to be specified on the meeting notice)

Where the Company convenes the video shareholders’ meetings, the meeting notice shall specify the following matters:

I. The method for shareholders to attend the video conference and exercise their rights.

II. The handling method when the video conference platform or participation in the manner of video conference fails due to force majeure, such as natural disasters or incidents and the following shall at least be included:

(I) The date for the postponement or re-convening when the aforesaid continuous failure cannot be eliminated and thus a postponement or re-convening is required.

(II) The shareholders who have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.

(III) statutory quorum for the shareholders’ meeting commencement after deducting the shares held by the shares attending the meeting via video conference, the meeting shall continue; the shares held by the shares

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attending the meeting via video conferencing shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders' meeting.

(IV) The handling method where the results of all proposals are announced but the extempore motions are not addressed.

III. Where the Company convenes the video shareholders' meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified. Administration of Shareholder Services of Public Companies, the Company shall at least provide connection equipment and necessary assistance to shareholders and set out the application period with the Company and other matters of notice.

Article 7 (Chair and Attendees of Shareholder Meeting)

If a shareholder meeting is convened by the Board of Directors, the chairperson of the board shall chair the meeting. When the chairperson is on leave or for any reason unable to exercise the powers of office, 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 office, 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.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and understands the company's financial and business conditions. The same shall be true for the representative of a juristic-person director that serves as chair. The same applies if the chair is a representative of a juristic-person director.

For the shareholders' meeting convened by the Board of Directors, the chairperson of the board should preside in person and a majority of the directors, at least one independent director and at least one representative of the various functional committees should attend. The attendance should be recorded in the shareholders' meeting minutes.

If a shareholder meeting is convened by someone with the convening right but other than the Board of Directors, the convening person shall chair the meeting and if there

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are more than two such persons, one of them shall be elected as the chair of the meeting.

The Company may appoint lawyers, CPA, or related personnel to attend the shareholder meeting.

Article 8 (Audio or video recordings of shareholder meetings as evidence)

The Company, beginning from the time it accepts shareholder attendance registrations, should make an uninterrupted audio and video recording of the registration procedure, the shareholder meeting proceedings, and the voting and vote-counting processes.

The recorded materials of the preceding paragraph should be kept for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

For the shareholder meetings held by teleconferencing, the Company shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting.

The records and audio- and video recordings in the preceding paragraphs shall be properly retained during the Company's survival period and the audio- and video recordings are provided to the organizer of the video conference for custody.

Where the shareholders' meeting is convened in the manner of a video conference, the Company is advised to record the operating interface of the backend at the video conference platform, both video and audio.

Article 9

Attendance in a shareholder meeting should be calculated based on the number 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

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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 with the Company in accordance with Article 6.

Before the meeting's conclusion, if the attending shareholders represent a majority of the total number of issued shares, the chair may submit a tentative resolution for voting by the shareholder meeting in accordance with Article 174 of the Company Act.

Article 10 Proposal Discussion

If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals of that meeting). The meeting should proceed in the order set by the agenda, which may not be changed without a resolution of the shareholder meeting.

If a shareholder meeting is convened by someone with the convening right other than the Board of Directors, the preceding paragraph's provisions shall apply mutatis mutandis.

The chair must not declare the meeting adjourned before the conclusion of the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholder meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors should promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to voting, the chair may announce the discussion closed, call for voting, and schedule sufficient time for voting.

Article 11 Shareholder’s Speech

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

An attending shareholder who has submitted a speaker slip but does not actually speak shall be deemed to have not spoken. When the speech’s content does not correspond to the subject given on the speaker slip, the spoken content shall prevail.

Except with the chair’s consent, 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 topic, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders must not speak or interrupt unless they have sought and obtained the chair’s consent and the speaking shareholder; the chair should stop any violation.

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

After an attending shareholder speaks, the chairman shall personally answer or designate a person to answer.

Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of the video conference may inquire with text at the video conference platform of the meeting since it is the chair who announces the meeting commencement until its adjournment. No more than two inquiries should be raised for each proposal and the maximum length is 200 words. Paragraphs 1 to 5 are not applicable.

Where the inquiries in the preceding paragraph do not violate the requirements or within the scope of the agenda, it is advisable to disclose the inquiries at the video conference platform of the meeting for public knowledge.

Article 12 (Calculation of Voting Shares, Recusal System)

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Voting in a shareholder meeting should be calculated based on the number of shares.

With respect to resolutions of a shareholder meeting, the number of shares held by a shareholder with no voting right shall not be calculated as part of the total number of issued shares.

When a shareholder has a personal interest in relation to an agenda item that would compromise the Company’s interests, that shareholder must not vote on that item and must not exercise voting rights as a proxy for another shareholder.

The number of shares for which voting rights are not allowed to be exercised in the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Except for a trust enterprise or a stock affairs agency approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights of that proxy must not exceed 3% of the voting rights of the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall have one voting right per share, except when the shares are restricted to shares or have no voting rights under Article 179, Paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall allow the exercise of voting rights by electronic means or by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise should be specified in the shareholder meeting notice. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the Shareholders' Meeting notice. However, such a shareholder shall be deemed to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting. It is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph should deliver a written declaration of intent to the Company 2 days before the shareholder meeting. In the event of duplicate declarations of intent, the one received earliest shall prevail. However, if a declaration is made to cancel the said intent, such a declaration shall prevail.

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After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Unless otherwise required by the Company Act and by the Company's Article of Incorporation, the approval of a proposal shall require an affirmative vote of a majority of the attending shareholders' voting rights. At the time of voting, the chair or the person designated by the chair should first announce the total number of voting rights of the attending shareholders for each proposal. The shareholders shall vote on each proposal. On the same day after the meeting, the results of shareholders' approvals, disapprovals and abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to the vote. When anyone is approved, the other proposals will then be deemed rejected, and no further voting shall be required.

Monitoring and counting personnel for voting on a proposal shall be appointed by the chair, but all monitoring personnel should be shareholders.

Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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; the shareholder failing to do so will be deemed to have abstained from voting.

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

When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.

These who exercise the vote in the manner of writing or electronic method, without withdrawing their expressions of intents and attending the meeting in the manner of a video conference, other than the extempore motions, must not exercise the votes to the original proposal, propose any amendments to the original proposal or exercise the votes to the amendment to the original proposal.

Article 14

In the event of an election of directors and independent directors in a shareholders' meeting, the election results, including the list of elected directors and independent directors and the number of their votes, should be announced on the spot in accordance with the relevant election regulations established by the Company.

The ballots for the election mentioned in the preceding paragraph should be sealed and signed by the monitoring personnel and then properly kept for at least one year. However, if a shareholder raises a litigious claim against the Company according to Article 189 of The Company Act, the abovementioned documents must be retained until the end of the litigation.

Article 15

A shareholder meeting's resolutions should be recorded in the meeting minutes, which shall be signed or sealed by the chair and distributed to each shareholder within 20 days after the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by a public announcement through the MOPS

The meeting minutes should accurately record the year, month, day and place of the meeting, the chair's name, the methods of ratification, and a summary of the discussions and voting results (including statistics of voting rights) and disclose the

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number of votes received by each candidate in the event of an election of directors and independent directors. The meeting minutes should be kept for the duration of the existence of the Company.

Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents, or other force majeure events, and how issues are dealt with shall also be included in the minutes.

Where the Company convenes the video shareholders' meetings, other than complying with the preceding paragraph, the minutes shall also specify the alternatives for the shareholders having difficulties in attending the manner of the video conference.

Article 16 (Public disclosure)

On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting.

In the event of a virtual shareholders' meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform.

If a resolution in a shareholder meeting constitutes material information required by relevant laws or regulations or by Taiwan Stock Exchange (Taipei Exchange), the Company should transmit the content of such resolution to the MOPS within the prescribed time period.

Article 17 (Maintenance of the order of the meeting)

The personnel administering the shareholder meeting should wear identification cards or armbands.

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The chair may direct proctors or security personnel to help maintain order in the meeting place. Proctors or security officers, when helping maintain order at the scene, should wear armbands or identification cards with the word “Proctor.”

If the meeting place is equipped with sound-amplifying equipment, the chair may stop any shareholders from speaking unless they are using the equipment set up by the Company.

When a shareholder violates the rules of procedure, disobeys the chair’s correction, or obstructs the proceedings and refuses to follow the call to stop, the chair may direct proctors or security personnel to escort the shareholder out of the meeting.

Article 18 (Meeting Break, Resumption)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting place cannot be further used and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholder meeting may ratify a resolution to resume the meeting at another place.

The shareholder meeting may, in accordance with the provisions of Article 182 of the Company Act, be resolved to be postponed or resumed within five days.

Article 19 (Disclosure of information at virtual meetings)

Where the shareholders’ meetings are convened in the manner of a video conference, the Company shall disclose the voting results of each proposal and election results at the video conference platform for the shareholders’ meeting and retain the disclosure at least 15 minutes after the chair declares adjournment.

Article 20 (Locations of the virtual conference chair and the recording personnel)

When the Company convenes the video shareholders’ meetings, the chair and the record-keeper shall be at the same location within Taiwan.

Article 21 (Handling of disconnection)

Where the shareholders’ meeting is convened in the manner of a video conference, the Company may provide the shareholders with a simple connection test and the related services before and during the meeting in real-time, to help to handle technical problems of communications.

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Where the shareholders’ meeting is convened in the manner of video conference, the chair, when declaring the meeting commencement, shall also declare the events not requiring postponement or re-convening specified in Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; before the chair declares the adjournment, in the event where the video conference platform or the participation in the video conference fails for 30 minutes or more due to natural disasters, incidents or other force majeure, the date of the shareholders’ meeting postponed to, or re-convened shall be within five days and Article 182 of the Company Act shall not apply.

Where the meeting is to be postponed or re-convened as specified in the preceding paragraph, the shareholders who have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.

If the meeting is to be postponed or re-convened as specified in Paragraph 2, the shareholders who registered to attend the original meeting via the video conferencing and have completed the acceptance, but did not attend the postponed or re-convened meeting, their attending shares at the original meeting, the exercised voting rights and election rights, shall be counted into the total shares, voting rights and election rights of the attending shareholders in the postponed or re-convened meeting.

The postponement or re-convening of the shareholders’ meetings conducted per Paragraph 2 need not again discuss and resolve the proposal that have completed voting and vote calculation, with the announcement of voting results or the list of elected directors.

Where the Company convenes the video-assisted shareholders’ meetings and when the video meeting is discontinued as specified in Paragraph 2 and the total attending shares still meet the statutory quorum for shareholders’ meeting commencement, the postponement or re-convening of the meeting per Paragraph 2 is not 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 paragraph 2, 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

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Regulations Governing the Administration of Shareholder Services of Public Companies.

For the periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Paragraph 2 of Article 44-5, Article 44-15, Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall proceed on the date of the postponed or re-convened shareholders’ meeting per Paragraph.

Article 22 (Handling of digital divide)

When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online. Apart from circumstances stated in paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide connection equipment and necessary assistance to shareholders and set out the application period with the Company and other matters of notice.

Article 23

The rules will be implemented after approval by a shareholder meeting, and the same applies to amendments.

The entire context of the rules was amended and published on June 18, 2020.

The Rules were amended for the first time on June 24, 2022.

The Rules were amended for the second time on June 18, 2024.

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Appendix III

FIRST STEAMSHIP COMPANY LIMITED

Procedures for Election of Directors

Article 1: The Company has established the Procedures for the fair, just and open election of directors.

Article 2: The Company shall follow the Procedures for the election of directors, unless otherwise provided by law or the Articles of Incorporation.

Article 3: The election of directors of the Company shall be conducted in accordance with the Procedures of the candidate nomination system as stipulated in Article 192-1 of the Company Act, and shall be based on the examination of the qualifications, academic background, and the existence of the matters listed in Article 30 of the Company Act, etc. of the candidates for directors, and shall not arbitrarily add certificates of other criteria to prove the qualifications. And the results of the review shall be made available to shareholders for their reference in order to elect suitable directors.

If the number of directors is less than five and any directors are dismissed for any reason, the Company shall hold a by-election at the next shareholders' meeting. However, if the number of director vacancies reaches one-third of the number of seats set forth in the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting within 60 days from the date of occurrence of the fact to hold a by-election.

If the number of independent directors is less than the proviso of Article 14-2-1 of the Securities and Exchange Act and the relevant provisions of the Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings, a by-election shall be held at the next shareholders' meeting; if all independent directors are dismissed, a by-election shall be held at an extraordinary shareholders' meeting within 60 days from the date of occurrence of the fact.

Article 4: The Company shall adopt the cumulative voting system for the election of directors. Each share shall have the same voting rights as the number of directors to be elected, which may be cast collectively for a single

candidate or split among several candidates.

Article 5: The Board of Directors should prepare election ballots corresponding to the number of directors to be elected, specify the number of voting rights on the ballots and distribute the ballots to the shareholders attending the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of candidates.

Article 6: The number of directors will be as specified in the Company's Article of incorporation, with voting rights separately calculated for independent and non-independent directors. Those receiving 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 directors, they shall draw lots to determine, with the chair drawing lots for those not in attendance.

Article 7: Before the election begins, the chair should appoint a number of persons with shareholder status as vote monitoring and counting personnel to perform the respective duties. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting beings.

Article 8: If a candidate is a shareholder, voters must indicate the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the candidate's name and identification number should be indicated. However, when the candidate is a governmental or a legal entity, the name of the governmental or the legal entity should be indicated in the column for the candidate's account name on the ballot, or both the name of the government or the legal entity and the name of its representative can be indicated. When there are several representatives, the name of each representative should be indicated respectively.

Article 9: A ballot is invalid if any of the following is true:

I. Do not use ballots prepared by Board of Directors.
II. Put void ballots into the ballot box.
III. The handwriting is blurred and unrecognizable or has been altered.

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IV. If the person to be elected is a shareholder, his or her account name or shareholder account number does not match with the shareholder roster; if the person to be elected is not a shareholder, his or her name and identification number do not match after verification.

V. In addition to the account name and shareholder account number (identification number) of the person to be elected and the number of voting rights allocated, other words are included.

VI. The name of the candidate is the same as that of other shareholders without the shareholder's account number or identification number for verification purposes.

Article 10: After the voting is completed, the ballot box should be opened on the spot. The results of the voting shall be announced by the chair on the spot, including the list of directors elected and the number of their elected rights.

The ballots for the election mentioned in the preceding paragraph should be sealed and signed by the monitoring personnel and then properly kept for at least one year. However, if any shareholder files a lawsuit in accordance with Article 189 of the Company Act, they shall be kept until the end of the lawsuit.

Article 11: The procedures will be implemented after approval by a shareholder meeting, and the same applies to amendments.

Article 12: The procedures were established on June 21, 2017.

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Appendix IV

FIRST STEAMSHIP COMPANY LIMITED

Procedures for Acquisition or Disposal of Assets (Before Amendments)

Amended on June 24, 2022.

Article 1: Purpose

In order to protect investments and enforce information disclosure, the Company’s acquisition or disposal of assets should be handled in accordance with the Procedures.

Article 2: Basis

The procedures are in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission.

Article 3: Applicable scope of assets referred to in the Procedures

I. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficiary securities, and asset-backed securities.

II. Real estate (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.

III. Memberships.

IV. Patents, copyrights, trademarks, franchise rights, and other intangible assets.

V. Right-of-use assets

VI. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).

VII. Derivatives

VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.

IX. Other important assets

Article 4: Definitions

I. Derivatives: Forward contracts, option contracts, futures contracts,

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leveraged margin contracts, swap contracts, combinations of the above, or combination of contracts embedded in derivatives or structured instruments whose values are derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other or other variables. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term purchase (sales) contracts.

II. Assets acquired or disposed of by merger, demerger, acquisition or transfer of shares pursuant to laws: Assets acquired or disposed of by merger, demerger or acquisition pursuant to the Business Merger and Acquisition Act, the Financial Holding Company Act, the Financial Institutions Merger Act or other laws, or by issuing new shares for transfer of shares of other companies pursuant to Article 156-3 of the Company Act (hereinafter referred to as transfer of shares).

III. Related parties and subsidiaries: Their definitions should be determined in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers

IV. Professional appraiser: A real estate appraiser or other party who may engage in the business of appraising real estate or equipment in accordance with the law.

V. Date of occurrence of the fact: The earlier of the date of contract signing, the date of payment, the date of settlement of the transaction, the date of ownership transfer, the date of resolution of the Board of Directors, or any other date that is sufficient to determine the counterparty and the amount of the transaction. However, for investors subject to the approval of the competent authority, it should be the earlier of the preceding dates or the date of receipt of approval from the competent authority.

VI. Investment in Mainland China: Investment in Mainland China according to the "Regulation Governing the Approval of Investment or Technical cooperation in Mainland China" of the Investment Board, the Ministry of Economic Affairs of the Republic of China, to which FIRST STEAMSHIP belongs.

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VII. Entities with investments as it core business: Financial holding companies, banks, insurance companies, bills financing companies, trust companies, securities firms engaged in proprietary or underwriting business, futures dealers engaged in proprietary business, securities investment trusts, securities investment consultancies, and fund management companies established in accordance with the law and regulated by the local financial competent authorities.

VIII. Stock exchange: Domestic stock exchange refers to Taiwan Stock Exchange Corporation; foreign stock exchange refers to any organized stock exchange that is regulated by the securities competent authority of that country.

IX. Business premises of securities firms: Business premises of domestic securities firms refer to the places where securities firms have set up counters to conduct transactions in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; business premises of foreign securities firms refer to the business offices of financial institutions that are under the control of the foreign securities competent authorities and are allowed to conduct securities business.

Article 5: Evaluation procedures

I. The acquisition or disposal of marketable securities not traded in the centralized trading market or on the business premises of a securities firm shall be determined by taking into account the net worth per share, profitability, future development potential, market interest rates, coupon rates of bonds, creditworthiness of debtors and prevailing trading prices.

II. The acquisition or disposal of marketable securities traded in the centralized trading market or the business premises of a securities firm is determined by the prevailing price of the equity or bonds.

III. The acquisition or disposal of assets other than those described in the preceding two paragraphs shall be determined by inquiry, comparison, bargaining or public tender, and shall be determined by reference to the announced current value, the assessed current value, and the actual transaction price of the adjacent real estate, etc. If the

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acquisition or disposal meets the criteria for announcement and reporting as provided in the Procedures, the acquisition or disposal shall be determined by reference to the appraisal report of a professional appraiser.

IV. Investment in Mainland China shall be made only after approval by application in accordance with the provisions of the "Regulation Governing the Approval of Investment or Technical cooperation in Mainland China" of the Investment Board, Ministry of Economic Affairs.

Article 6: Procedures for Acquisition or Disposal of Assets

I. When acquiring or disposing of assets, the reasons for the acquisition or disposal, the target, the counterparty, the transfer price, the terms of receipt and payment, and the price reference shall be evaluated and approved by the relevant units in accordance with the Procedures.

II. If there is a serious violation that causes the Company to suffer significant losses, the relevant personnel shall be punished according to the violation.

Article 7: Authorization limits and levels

I. Marketable securities: For the same year, the same target, and the transaction amount (acquisition and disposal are accumulated separately) less than NT$150 million (inclusive), the chairperson is authorized to approve the execution of the transaction. If the amount exceeds NT$150 million, or if the transaction amount (acquisition and disposal are accumulated separately) is NT$300 million or more for the same year and for different targets (exclusive), it shall be approved by the Audit Committee and submitted to the Board of Directors for approval.

II. Derivative transactions: In accordance with the "Procedures for Engaging in Derivatives Trading".

III. Acquisition of real estate from related parties: The relevant information shall be prepared, approved by the Audit Committee, and submitted to the Board of Directors for approval.

IV. Mergers, demergers, and acquisitions must be approved by the

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shareholders' meeting, except for those exempted from the shareholders' meeting by other laws and regulations. The transfer of shares shall be approved by the Audit Committee and submitted to the Board of Directors for approval.

V. Real estate or equipment: If the transaction amount of the same target in the same year (acquisition and disposal are accumulated separately) is less than NT$50 million (inclusive), the chairperson is authorized to approve the transaction; if the amount exceeds NT$50 million, the transaction shall be approved by the Audit Committee and submitted to the Board of Directors for approval. In the event that there is a situation stipulated in Article 185 of the Company Act, the approval of the shareholders' meeting should be obtained first.

VI. Membership cards, patents, copyrights, trademarks, franchise rights, and other intangible assets shall be executed with the approval of the chairperson.

VII. For equipment acquired or disposed of between the Company and its subsidiaries for business use, if the amount is less than NT$300 million (exclusive), the chairperson is authorized to approve the transaction first and submit it to the next Board of Directors' meeting for ratification; if the amount is more than NT$300 million, an approval of the Board of Directors is required.

Article 8: The Company and its subsidiaries may purchase real estate and marketable securities not intended for business use with the following limits, respectively:

I. The Company's investment limits:

(I) Investments in real estate not intended for business use are limited to no more than 100% of the Company's net worth.

(II) The total amount of investments in marketable securities shall not exceed 300% of the Company's net worth.

(III) The total amount of investments in individual marketable securities shall not exceed 300% of the Company's net worth.

II. Subsidiaries' investment limits:

(I) Investments in real estate not intended for business use are limited to no more than 100% of the Company's net worth.

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(II) The total amount of investments in marketable securities shall not exceed 300% of the Company's net worth.

(III) The total amount of investments in individual marketable securities shall not exceed 300% of the Company's net worth.

The above calculation of total investment in marketable securities is based on the original investment cost.

Article 9: Criteria for public announcement and reporting

If the Company acquires or disposes of assets under the following circumstances, the Company shall make an announcement and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date of occurrence in accordance with the prescribed format.

II. Merger, demerger, acquisition or transfer of shares.

III. Losses from derivative transactions up to the maximum amount of losses on all or individual contracts as specified in the prescribed procedures.

IV. The type of assets acquired or disposed of is equipment or right-to-use assets for business use, and the transaction is not with a related party, and the amount of the transaction meets one of the following requirements:

(I) When the Company's paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

(II) When the Company's paid-in capital reaches NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

V. A public company engaged in the construction business acquires or

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disposes of real estate or right-to-use assets for construction use and the transaction is not with a related party, and the transaction amount reaches NT$500 million or more; among them, if the paid-in capital reaches NT$10 billion or more, when disposing real estate for completed self-construction real estate and the transaction is not with a related party, and the transaction amount reaches NT$1 billion or more.

(I) Purchase and sale of domestic bonds or foreign bonds with credit ratings not lower than the sovereign rating of Taiwan.

(II) Entities with investments as it core business buy or sell marketable securities on the stock exchange or on the business premises of a securities firm, or subscribe for foreign bonds or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated debentures) in the primary market, or subscribe for or buy back securities investment trust funds or futures trust funds, or subscribe for or sell back index investment securities, or securities firms subscribe for the marketable securities in accordance with the TPEx regulations for the purpose of underwriting business to act as an advisor for emerging companies.

(III) When the Company buys or sells bonds with call or put conditions, or subscribe or buy back money market funds issued by domestic securities investment trusts.

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The amount of the foregoing transactions is calculated as follows:

(I) The amount of each transaction.

(II) The cumulative amount of acquisition or disposal of targets of the same nature with the same counterparty within one year.

(III) The cumulative amount of acquisition or disposal (acquisition and disposal are accumulated separately) of real estate or right-to-use assets of the same development project within one year.

(IV) The cumulative amount of acquisition or disposal (acquisition and disposal are accumulated separately) of marketable securities within one year.

The one year period referred to in the preceding paragraph is based on the date of occurrence of the transaction and is retroactively projected to one year, and the portion of the transaction that has been announced in accordance with the Procedures is exempt.

The Company shall input the information on derivative transactions entered by the Company and its subsidiaries that are not domestic public companies as of the end of the previous month in the prescribed format on a monthly basis on the website designated by the Financial Supervisory Commission by the tenth day of each month.

If there is any error or omission in the Company's announcement for items required to be announced by regulations, the Company shall re-announce and report all items within two days from the date of knowledge.

Article 10: Time limits for public announcement and reporting

After the Company has announced and reported the transaction in accordance with the provisions of the preceding Article, the Company shall make an announcement and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date of occurrence in accordance with the prescribed format. under any of the following circumstances:

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I. The relevant contract signed for the original transaction has been changed, terminated or cancelled.

II. The merger, demerger, acquisition or transfer of shares is not completed in accordance with the specified schedule of the contract.

III. Changes in the original announcement and reporting.

Article 11: When the Company acquires or disposes of real estate, equipment or right-of-use assets, except for transactions with domestic government agencies, arrangement on engaging others to build on the company's own land, engaging others to build on rented land, or acquisition or disposal of equipment or right-of-use assets for business use, where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of occurrence of the fact, and the following requirements shall be met:

I. If, for special reasons, a limited price, a specified price, or a special price is used as a reference for the transaction price, the transaction shall first be submitted to the Board of Directors for approval; the same applies to any subsequent change in the terms of the transaction.

II. If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be requested to appraise the transaction.

III. If In the event that the professional appraiser's appraisal result meets one of the following conditions, unless the appraisal result of the assets acquired is higher than the transaction amount, or the appraisal result of the assets disposed of is lower than the transaction amount, a CPA shall be requested to express a specific opinion on the reason for the difference and the fairness of the transaction price.

(I) Where the difference between the appraisal result and the transaction amount is 20% or more of the transaction amount.

(II) If the difference between the appraisal results of two or more professional appraisers reaches 10% or more of the transaction amount.

IV. The date of the issue of the professional appraiser's report and the date of the establishment of the contract shall not exceed three

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months. However, if the publicly announced current value of the same period is applicable and is less than six months old, an opinion may still be obtained from the original professional appraiser.

Except where a limited price, specified price, or special price is employed by a construction enterprise as the reference basis for the transaction price, if an appraisal report cannot be obtained in time and there is a legitimate reason for the delay, the report, and the CPA's opinion under subparagraph 3 of the preceding paragraph, shall be obtained within 2 weeks counting inclusively from the date of occurrence.

Article 12: When the Company acquires or disposes of marketable securities, the Company shall obtain the most recent financial statements of the target company that have been audited or reviewed by CPAs as a reference for evaluating the transaction price prior to the date of occurrence of the fact, and if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall request the CPAs to express an opinion on the reasonableness of the transaction price prior to the date of occurrence of the fact. However, this does not apply if the marketable securities are publicly quoted in an active market or otherwise stipulated by the Financial Supervisory Commission.

Article 13: In the event that the Company acquires or disposes of intangible assets or right-to-use assets or membership certificates with a transaction amount of 20% or more of the Company's paid-in capital or NT$300 million or more, the Company shall, except for transactions with domestic government agencies, seek an opinion from a CPA on the reasonableness of the transaction price prior to the date of occurrence of the fact.

Article 14: The calculation of the transaction amount of Articles 11, 12 and 13 shall be made in accordance with Article 9, Paragraph 2, and the reference to within one year shall be based on the date of occurrence of the transaction and shall be retroactive to one year, and the part of the transaction for which the appraisal report or issued by the professional appraiser or the CPA's opinion has already been obtained in accordance with the provisions of the Procedures shall be

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exempt.

Article 15: If the Company acquires or disposes of assets through a court auction process, the appraisal report or accountant's opinion may be replaced by a certificate issued by the court.

Article 16: In the event that the Company obtains an appraisal report or an opinion from a CPA, attorney or securities underwriter, the professional appraiser and its appraising personnel, CPAs, attorney or securities underwriter shall comply with the following requirements:

I. Those that have not been convicted of violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act, or have committed fraud, breach of trust, embezzlement, forgery, or have been convicted of a business offense, with announced and confirmed sentence of imprisonment for at least one year. However, this does not apply to the case if three years have elapsed since the completion of the execution, probation or pardon of the sentences.

II. The parties to the transaction shall not be related parties or have a de facto relationship with each other.

III. If the Company shall obtain appraisal reports from more than two professional appraisers, the different professional appraisers or appraising personnel shall not be related parties or have de facto relationships with each other.

When issuing appraisal reports or opinions, the foregoing personnel shall follow the self-regulatory rules of the respective trade association to which they belong and the following requirements:

I. Before taking up a case, they should carefully assess their professional competence, practical experience and independence.

II. When executing a case, they shall properly plan and implement appropriate procedures for drawing conclusions and issuing reports or opinions based on them, and shall document the procedures, information collected, and conclusions in a detailed manner in the working papers of the case.

III. The sources of data, parameters, and information used shall be evaluated on an item-by-item basis for their appropriateness and

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reasonableness to form the basis for the issuance of an appraisal report or opinion.

IV. The declaration shall include that the relevant personnel are professional and independent, that the information used has been evaluated as appropriate and reasonable, and that the relevant laws and regulations have been followed.

Article 17: When the Company with its related parties acquires or disposes of assets, in addition to the relevant resolution procedures and evaluation of the reasonableness of the transaction conditions, the Company shall obtain an appraisal report from a professional appraiser or an opinion from the CPA if the transaction amount reaches 10% or more of the Company's total assets in accordance with the regulations.

The calculation of the aforementioned transaction amount shall be made in accordance with Article 14.

In determining whether the counterparty is a related party, in addition to paying attention to the legal form, the actual relationship should also be taken into consideration.

Article 18: In the event that the Company acquires or disposes of real estate or right-of-use assets from a related party, or acquires or disposes of assets other than real estate or right-of-use assets with a related party, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of the Company's total assets, or NT$300 million or more, except for the purchase or sale of domestic bonds, bonds with call or put conditions, or the subscription for or repurchase of money market funds issued by domestic securities investment trusts, the Company shall sign a transaction contract and make payment only after the following information has been approved by the Audit Committee and submitted to the Board of Directors for resolution.

I. The purpose, necessity and expected benefits of the acquisition or disposal of assets.

II. The reasons for selecting the related party as the transaction counterparty.

III. Information related to the acquisition of real estate or right-to-use

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assets from related parties and the evaluation of the reasonableness of the predetermined transaction terms in accordance with Article 19.

IV. The original acquisition date and price of the related party, the counterparty and its relationship with the Company and the related party.

V. The forecast of cash receipts and expenditures for each month of the coming year starting from the month of the contract establishment, and the evaluation of the necessity of the transaction and the reasonableness of the use of funds.

VI. The appraisal report issued by a professional appraiser obtained in accordance with the provisions of the preceding Article, or the opinion of a CPA.

VII. Restrictions and other important terms of the transaction.

The Board of Directors may, in accordance with Article 7, authorize the chairperson of the Board to decide on the following transactions between the Company, its parent company, and subsidiaries, or between subsidiaries in which the Company directly or indirectly holds 100% of the shares issued or capital stock, within certain limits, and then submit them to the most recent Board of Directors' meeting for ratification.

I. Acquisition or disposal of equipment or right-of-use assets for business use.

II. Acquisition or disposal of right-of-use real estate assets for business use.

In accordance with the provisions of the first paragraph, the opinions of the independent directors shall be taken into full consideration when submitting to the Board of Directors for discussion. If any independent directors have opposing views or reservations, they should be recorded in the minutes of the Board of Directors' meeting.

The matters required to be ratified by the Audit Committee under the first paragraph shall be approved by at least one-half of all Audit Committee members and submitted to the Board of Directors for resolution, subject to the provisions of Article 27, Paragraph 2 and 3.

In the event that the Company or its non-domestic public subsidiaries have any transaction of the first paragraph, and the transaction amount

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reaches 10% or more of the total assets of the public company, the public company shall submit the information listed in the first paragraph to the shareholders' meeting for approval before signing the transaction contract and making payment. However, this does not apply to the transaction the Company enters into with its parent company, its subsidiaries, or between its subsidiaries.

The calculation of the transaction amount of the first and preceding paragraphs shall be made in accordance with Article 9, Paragraph 2, and the reference to within one year shall be based on the date of occurrence of the transaction and shall be retroactive to one year, and the part of the transaction that has been submitted to the shareholders' meeting, the Board of Directors for approval and the Audit Committee for ratification in accordance with the provisions of the Procedures shall be exempt.

Article 19: The Company shall evaluate the reasonableness of the transaction cost for acquiring real estate or right-to-use assets from a related party in accordance with the following methods:

I. Based on the transaction price of the related party plus necessary capital interest and costs that the buyer is legally obligated to bear. The so-called necessary capital interest cost is calculated based on the weighted-average interest rate of the loans made by the Company in the year in which the assets are acquired, provided that it is not higher than the maximum borrowing rate for the non-financial institutions announced by the Ministry of Finance.

II. If a related party has set up a collateralized loan on the target with a financial institution, the total value of the loan actually granted by the financial institution shall be at least 70% of the total value of the loan assessed by the financial institution and the loan period shall be more than one year. However, this does not apply if the financial institution and one of the parties to the transaction are related parties.

The transaction costs of land and buildings jointly purchased or leased under the same target may be evaluated by any of the methods listed above for land and buildings, respectively.

When the Company acquires real estate or right-of-use assets from a related party, the cost of the real estate or right-of-use assets shall be evaluated in accordance with the provisions of paragraphs 1 and 2, and a

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CPA shall be consulted to review and express specific opinions.

If the Company acquires real estate or right-of-use assets from a related party under any of the following circumstances, the Company shall proceed with the provisions of Article 18, and the previous three provisions shall not apply.

I. The related party acquires real estate or right-of-use assets as a result of inheritance or gift.

II. The related party enters into a contract to acquire real estate or right-of-use assets more than five years from the date of signing contract.

III. The related party acquires real estate as a result of the joint construction contract signed with the related party or other arrangements on engaging the related party to build on the company's own land, or on rented land.

IV. The Company and its subsidiaries acquire real estate assets for business use from each other, or between its subsidiaries in which the Company directly or indirectly holds 100% of the shares issued or capital stock.

If the Company's appraisal results in accordance with the first and second provisions are lower than the transaction price, the Company shall proceed with the provisions of Article 20. However, this shall not apply to the case if objective evidence is presented and a specific opinion of reasonableness is obtained from a professional appraiser of real estate and a CPA due to the following circumstances:

I. Where the related party is acquiring undeveloped land or leased land for further construction, the related party shall be required to prove that one of the following conditions is met:

(I) If the undeveloped land is appraised in accordance with the aforementioned method and the building is appraised on the basis of the related party's construction cost plus reasonable construction profit, the total amount of which exceeds the actual transaction price. The so-called reasonable construction profit shall be the lower of the average operating profit margin of the related party's construction department for the last three

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years or the most recent gross profit margin of the construction industry published by the Ministry of Finance.

(II) Completed transactions by unrelated parties within the preceding year involving other floors of the same target or vicinity or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

II. The Company provides proof that the terms of the real estate purchased from a related party or the right-of-use real estate acquired by lease are similar to those of other unrelated party transactions in the vicinity within one year and the area is similar.

The above-mentioned transactions in the vicinity are based on the same or adjacent streets and the distance from the target of the transaction is less than 500 meters in circumference or the announced current value of the transaction is similar; the similarity in size is based on the fact that the area of other unrelated party transactions is not less than 50% of the area of the target of the transaction; the reference to within one year is based on the date of the acquisition of real estate or right-to-use assets and extrapolated one year back.

Article 20: If the Company acquires real estate or right-of-use assets from a related party and the appraisal result is lower than the transaction price in accordance with Article 19, the Company shall do the following:

I. The difference between the transaction price and the appraised cost of the real estate or right-of-use assets shall be set aside as a special reserve in accordance with the regulations and shall not be distributed or transferred to additional capital for stock dividends. If the Company's investment in a public company is accounted for under the equity method, a special reserve should be provided in proportion to the Company's shareholding.

II. The independent directors of the Audit Committee shall be subject to the provisions of Article 208 of the Company Act.

III. The Company shall report to the shareholders' meeting on the treatment of the first and second paragraphs, and disclose the details

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of the transaction in the annual report and the prospectus.

The Company shall set aside a special reserve in accordance with the preceding paragraph only after the Company has recognized a loss on the decline in value of the assets acquired or leased at a high price, or has terminated the lease, or has made appropriate compensation or restoration, or has other evidence to confirm that it is not unreasonable, and the Financial Supervisory Commission has approved the use of the special reserve.

If the Company acquires real estate or right-to-use assets from a related party and there is other evidence that the transaction is not in accordance with business practices, the Company shall still address the situation in accordance with the preceding two provisions.

Article 21: The Company shall follow the Company's "Procedures for Engaging in Derivatives Trading" when engaging in derivative transactions, and shall pay attention to risk management and audit matters in order to carry through the internal control system.

Article 22: The Company shall, in the event of a merger, demerger, acquisition or transfer of shares, appoint a CPA, attorney or securities underwriter to express an opinion on the reasonableness of the share exchange ratio, acquisition price or distribution of cash or other property to shareholders before convening the Board of Directors' meeting to resolve on the matter, and shall obtain the approval of the Audit Committee and submit it to the Board of Directors for discussion and approval. However, the Company is exempted from obtaining an opinion of reasonableness from the foregoing experts in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100% of the shares issued or capital stock, or between subsidiaries in which the Company directly or indirectly holds 100% of the shares issued or capital stock.

A public document to the shareholders containing material contractual content and related matters for merger, demerger or acquisition, together with the expert opinion and the notice of the shareholders' meeting, shall be prepared prior to the shareholders' meeting for the purpose of determining whether to approve the merger, demerger or acquisition. However, this does not apply if other laws and regulations stipulate a

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company may be exempted from convening a shareholders' meeting to resolve merger, demerger or acquisition

If a shareholders' meeting of a company participating in a merger, demerger or acquisition cannot be convened or resolved due to insufficient number of attendees, insufficient voting rights or other legal restrictions, or if the proposal is rejected by the shareholders' meeting, the company participating in the merger, demerger or acquisition shall immediately disclose to the public the reasons for the occurrence, the subsequent handling operations and the expected date of the shareholders' meeting.

Article 23: The Company shall convene a Board of Directors' meeting and a shareholders' meeting on the same day to resolve matters related to the merger, demerger or acquisition, unless otherwise provided by other laws or for special factors, and with the prior consent of the Financial Supervisory Commission.

A company participating in the transfer of shares shall convene a Board of Directors' meeting on the same day, unless otherwise required by other laws or due to special factors and when a prior approval is obtained after reporting to the Financial Supervisory Commission.

When the Company participates in a merger, demerger, acquisition, or transfer of shares, it shall make complete written records of the following information and keep them for five years for inspection:

I. Basic personnel information: Including the titles, names, and ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the merger, demerger, acquisition, or share transfer plan or the execution of the plan before the information is made public.

II. Date of material events: Including the date of signing of the letter of intent or memorandum of understanding, appointment of financial or legal advisors, signing of contract and board meeting.

III. Material documents and minutes: Including merger, demerger, acquisition or share transfer plans, letters of intent or memoranda of understanding, material contracts and minutes of board meetings.

When the Company participates in a merger, demerger, acquisition or transfer of shares, the Company shall, within two days from the date of the

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resolution of the Board of Directors' meeting, report the information in subparagraphs 1 and 2 of the preceding paragraph to the Financial Supervisory Commission in the prescribed form via the Internet information system for recordation.

If the Company participates in a merger, demerger, acquisition or transfer of shares of a firm that is not listed on TWSE or whose shares are traded on the business premises of a securities firm, the Company shall enter into an agreement with such firm and comply with the provisions of paragraphs 3 and 4.

All persons who participate in or have knowledge of the Company's merger, demerger, acquisition or share transfer plan shall give a written commitment of non-disclosure and shall not reveal the contents of the plan to the external until the information is made public, nor shall they trade in the stocks and other marketable securities of all firms with an equity interest in connection with the merger, demerger, acquisition or share transfer on their own or in the name of others.

If any party to a merger, demerger, acquisition or transfer of shares intends to merge, demerge, acquire or transfer shares with another firm after the information has been made public, the participating firms shall be exempted from convening a shareholders' meeting to resolve the matter again, unless the number of participants has been reduced and the shareholders' meeting has resolved and authorized the Board of Directors to change the authority of the merger, demerger, acquisition or transfer of shares, and the procedures or legal acts performed in the original merger, demerger, acquisition or transfer of shares shall be repeated by all participating firms.

The Company shall enter into an agreement with any company participating in a merger, demerger, acquisition, or transfer of shares that is not a public company and shall comply with the provisions of this Article.

Article 24: When the Company participates in a merger, demerger, acquisition or transfer of shares, the share exchange ratio or acquisition price shall not be changed arbitrarily except in the following circumstances, and the circumstances under which such change may be made shall be stipulated in the contract of merger, demerger, acquisition or transfer of shares.

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I. Cash capital increase, issuance of convertible bonds, distribution of stock dividends, issuance of corporate bonds with stock options, preferred shares with stock options, stock warrants and other equity-type marketable securities.

II. Dispose of the company's major assets and other acts that affect the Company's financial and business matters.

III. Major disasters, technological changes, etc. that affect The Company's shareholders' equity or securities prices

IV. Adjustment of the repurchase of treasury stock by any party involved in a merger, demerger, acquisition or transfer of shares in accordance with the law.

V. Changes in the principals or the number of parties involved in a merger, demerger, acquisition or transfer of shares.

VI. Other conditions for changed stipulated in the contract that have been disclosed to the public.

If the Company participates in a merger, demerger, acquisition or transfer of shares, the contract shall specify the rights and obligations of the parties participating in the merger, demerger, acquisition or transfer of shares, and shall specify the following:

I. Handling of breach of contract.

II. The handling principle of equity-type marketable securities issued or treasury stock repurchased of the dissolved or split company prior to the merger

III. The number of treasury stock that may be legally repurchased by the participating company after the base date of calculation of the share exchange ratio and the handling principle.

IV. The handling method of changes in the principals and the number of participating parties.

V. Estimated progress and completion schedule of the plan.

VI. If the plan is not completed within the time limit, the relevant handling procedures for the scheduled date of the shareholders' meeting according to the law.

Article 25: Provisions on acquisition or disposal of assets of subsidiaries

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I. Subsidiaries shall establish procedures for acquisition or disposal of assets, and shall follow such procedures.

II. If the acquisition or disposal of assets by a subsidiary that is not a domestic public company meets the criteria for announcement and reporting as stipulated in Article 9, the Company shall handle the announcement and reporting.

III. The criteria for announcement and reporting of the subsidiaries that "reach 20% of paid-in capital or 10% of the total assets" are based on the Company's paid-in capital or total assets.

Subsidiaries referred here should be in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers

Article 26: The 10% of total assets requirement of the Procedures shall be calculated based on the amount of total assets in the most recent standalone or individual financial statements as required by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

If the Company's shares have no par value or have a par value other than NT$10 per share, the transaction amount of 20% of the paid-in capital under the Procedures shall be calculated on the basis of 10% of the equity attributable to the shareholders of the parent company. The transaction amount of the paid-in capital amounting to NT$10 billion shall be calculated based on the equity attributable to the shareholders of the parent company in the amount of NT$20 billion.

Article 27: The Procedures shall be approved by at least one-half of all members of the Audit Committee and then approved by the Board of Directors and submitted to the shareholders' meeting for approval, and the same applies to amendments. If a director expresses dissent and there is a record or written statement, the Company shall send the information of the director's dissent to the Audit Committee. The Board of Directors shall give full consideration to the opinions of the independent directors when discussing the matter, and any dissenting opinions or reservations of the independent directors shall be recorded in the minutes of the Board of Directors' meeting.

If the preceding item is not approved by more than one-half of all members of the Audit Committee, it may be overwritten with approval by

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two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting.

All members of the Audit Committee referred to in the first paragraph and all directors referred to in the preceding paragraph shall be counted as those who are actually in office.

Article 28: If the Company acquires or disposes of assets that should be approved by the Board of Directors in accordance with the Procedures or other laws and regulations, the Company shall send the information on the dissenting opinions of the directors to the Audit Committee if there is a record or written statement of dissenting opinions from the directors. The Board of Directors shall give full consideration to the opinions of the independent directors when discussing the matter, and any dissenting opinions or reservations of the independent directors shall be recorded in the minutes of the Board of Directors' meeting.

The Company's material asset transactions shall be approved by at least one-half of all Audit Committee members and submitted to the Board of Directors for approval, subject to the provisions of Article 27, Paragraph 2 and 3.

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Appendix V

Shareholding of all directors of FIRST STEAMSHIP COMPANY LIMITED.

The date for the suspension of share transfer: April 20, 2026

Title	Name	Shareholding	Shareholding (%)
Chairperson	Yonghenghui Investment Co., Ltd.
Representative:
Kuo, Jen-Hao	23,791,000 shares	2.88%
Director	Henghua Investment Co., Ltd.
Representative:
Chuang, Chien-Wan	57,065,945 shares	6.92%
Director	Xundong Investment Co., Ltd.
Representative:
Yau, Dennis Wai Tak	15,154,441 shares	1.84%
Independent director	Chao, Tseng-Ping	-	-
Independent director	Yang, Jung-Tsung	-	-
Independent director	Lui, Ping-Sum	-	-
Independent director	Che, Jaime	-	-
Total		96,011,386 shares	11.64%

Remark:

I. The total number of issued shares on April 20, 2026 was 824,776,067.
II. The minimum total number of shares legally required to be held by all Company directors is 26,392,834. As of April 20, 2026, all directors held 96,011,386 shares, which complies with the relevant regulations.
III. The Company has an Audit Committee. There is no compliance issue about the number of shares legally required to be held by supervisors.

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Appendix VI
Proposals for the shareholder meeting

I. In accordance with Article 172-1 of the Company Act, Shareholders holding more than 1% of the total number of issued shares may submit a written proposal to the Company for discussion in a regular shareholder meeting.

II. The period for submission of shareholder proposals for the Company is from April 7, 2026 to April 16, 2026, and it is announced on the Market Observation Post System in accordance with law.

III. The Company did not receive any shareholder proposals during the period for submission of shareholder proposals.

AI assistant

FSC — AGM Information 2026

52157_rns_2026-05-14_02599737-e610-4acd-a826-78ff3808c795.pdf

FIRST STEAMSHIP COMPANY LIMITED

Meeting Agenda for the First Steamship Company Limited 2026 Annual General Shareholders' Meeting

Report Items

III. Conclusion

First Steamship Company Limited

Report Items

Report Items

Report Items

Report Items

Proposed Resolutions

Audit opinion

Basis for Audit Opinion

Key audit matters

Audit opinion

Basis for Audit Opinion

Key audit matters

Responsibilities of Management and Governance Units for the Individual Financial Statements

Responsibilities of the Accountant for Auditing Individual Financial Statements

Discussion Items

Discussion Items

Election Matters

Other Proposals

Appendix I

Chapter 2 Shares

Chapter 3 Shareholder Meeting

Appendix II

FIRST STEAMSHIP COMPANY LIMITED

Article 1

Article 2

Article 3

Article 4

Article 5 (Principles Governing the Location and Time of Shareholder Meetings)

Article 6 (Preparation of signature book and other documents)

Article 7 (Chair and Attendees of Shareholder Meeting)

Article 8 (Audio or video recordings of shareholder meetings as evidence)

Article 9

Article 10 Proposal Discussion

Article 11 Shareholder’s Speech

Article 12 (Calculation of Voting Shares, Recusal System)

Article 13

Article 14

Article 15

Article 16 (Public disclosure)

Article 17 (Maintenance of the order of the meeting)

Article 18 (Meeting Break, Resumption)

Article 19 (Disclosure of information at virtual meetings)

Article 20 (Locations of the virtual conference chair and the recording personnel)

Article 21 (Handling of disconnection)

Article 22 (Handling of digital divide)

Article 23

Appendix III

FIRST STEAMSHIP COMPANY LIMITED

Procedures for Election of Directors

Article 9: Criteria for public announcement and reporting

Appendix V

Remark:

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FSC AGM Information 2026