Gordon Auto Body Parts Co., LTD.

Handbook for the 2026 Annual Meeting
Of Shareholders

MEETING TIME: June 16, 2026

No 48, Nieh Hsi Road, Lu Chu Dist. Taoyuan City, Taiwan 33852

(Translation - In case of any difference between the Chinese and English versions, the Chinese version
shall prevail.)

I · Meeting Procedure ... 1
II · Meeting Agenda ... 2
Reported matters ... 3
Acknowledged matters ... 6
Discussion matters ... 7
Extemporary Motions ... 7
Adjournment ... 7

Attachment

I : Independent Auditors’ Report and Individual Financial Statements ... 8
II : Comparison table of articles before and after amendment of the Company's "Procedures for Asset Acquisition & Disposal" ... 21

Appendix

I : Articles of Incorporation ... 25
II : Rules and Procedures of Shareholder Meeting ... 30
III : the Company's "Procedures for Asset Acquisition & Disposal" (Before revision) ... 39
IV: Current Shareholding of Directors ... 53

I - Meeting Procedure

Gordon Auto Body Parts Co., LTD.
Procedure for the 2026 Annual Meeting of Shareholders

(I) - Call the Meeting to order and report attendance Shares
(II) - Chairperson Takes Chair
(III) - Chairperson Remarks
(IV) - Reported matters
(V) - Acknowledged matters
(VI) - Discussion matters
(VII) - Extemporary Motions
(VIII) - Adjournment

II Meeting Agenda

Agenda of Annual Meeting of Gordon Auto Body Parts Co., LTD. Year 2026 Shareholders

(I) Time: 9:00 a.m. on June 16, 2026
(II) Location: No. 48, Nieh Hsi Road, Lu Chu District, Taoyuan City, Taiwan
(III) Convening method: Physical shareholders' meeting
(IV) Chairperson Remarks
(V) Management Presentation (Company Reports)

A Report on the company's 2025 business report.
B Audit Committee's review of the 2025 annual final accounting books and statements.
C Report on 2025 employees' and directors' remuneration.
D Report on 2025 distribution of the cash dividend from profits.

(VI) Proposals

A Acknowledgment of the 2025 annual final accounting books and statements.
B Acknowledgment of the 2025 earnings distribution.

(VII) Discussion

Discussion of amendments to the Company's "Procedures for Asset Acquisition & Disposal".
(VIII) Extemporary Motions
(IX) Adjournment

Management Presentation (Company Reports)
(I) Report on the company's 2025 business report.

I. Company's 2025 Financial Report

A Sales

The Company's operating revenue for 2025 was NT$2,630,111 thousand, a decrease of 12.78% compared to NT$3,015,605 thousand in 2024. Automotive parts revenue accounted for 98.92% of operating revenue, while processing revenue accounted for 1.08%.

Automotive parts sales revenue for 2025 was NT$2,601,783 thousand, a decrease of 12.97% compared to NT$2,989,642 thousand in 2024. This decline mainly reflects insufficient demand momentum in the automotive aftermarket (AM) parts sector due to increased US import tariffs.

B. Production

(A). Production Volume

In 2025, the Company's production volume was 2,089,066 units, with a value of NT$1,650,325 thousand. This represents a decrease of 6.68% and 6.88% respectively compared to the 2,238,693 units and NT$1,772,282 thousand units produced in 2024. The decline primarily reflects insufficient demand for automotive aftermarket (AM) parts due to increased US import tariffs.

(B). Research and Development

In 2025, the Company developed 33 sets of molds and completed initial mass production. This not only continues to meet the market's demand for diversified one-stop purchasing but also enhances the Company's pricing power across its product portfolio.

C. Factors Affecting the Overall Economic Environment

The economic environment in 2025 presented a trend of "steady growth but slowing growth momentum." Growth was concentrated in the AI wave driving the development of the technology industry. However, geopolitical risks and US tariff policies reshaping supply chains led to the rise of trade protectionism, resulting in insufficient momentum in end-user demand for the overall economy. 2026 is expected to be a cautiously optimistic year compared to 2025. The global economy will still face uncertainties due to geopolitical conflicts and the lingering impact of US tariff policies reshaping supply chains. However, major economies still have room for interest rate cuts, and the growth in end-user demand and economic recovery are expected to continue. Furthermore, the number of vehicles on the road has remained high in recent years, leading to a further increase in the average age of vehicles in the aftermarket repair market. In addition, major US auto insurance companies are expanding their use of aftermarket (AM) collision parts, which will drive up demand for AM parts, further increasing their future usage rate. Regardless of the extent of the economic impact, Gengding will continue to uphold its consistent philosophy of "quality, technology, innovation, and customer service" to provide customers with the best service and products. We believe that under the wise leadership of our management team, we can continue our past innovative performance, driving new growth and expanding our market share in the aftermarket repair service market.

Chairman: Maoyuan Lee

General Manager: Maoyuan Lee

Accounting Supervisor: Jianrong Chen

(II) Audit Committee's review of the 2025 annual final accounting books and statements.

Gordon Auto Body Parts Co., LTD.
Audit committee’s review report

The board of directors submitted the company's 2025 individual financial statements, which have been audited by Chia-Yu Lai and Li-Chen Peng of Baker Tilly Clock & Co, and issue an audit report, together with the business report and the profit distribution proposal, approved by the audit committee. After the inspection is completed, it is considered that there is no discrepancy. In accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, a report is hereby made.

Gordon Auto Body Parts Co., LTD. 2026 Annual General Meeting of Shareholders

Gordon Auto Body Parts Co., LTD
Audit Committee
Convener: Independent Director DECAI ZHENG

March 6, 2026

(III) Report on 2025 employees' and directors' remuneration.

In accordance with Article 32 of the company's articles of association, and approved by the board of directors on March 6, 2026, according to the company's 2025 profits, 3% of the employee's remuneration was allocated, NT$12,676,966 and the remuneration of directors 2%, NT$8,451,310 and totaling NT$21,128,276 all issued in cash.

Of the aforementioned employee compensation amount, it is proposed to allocate NT$9,109,892 (approximately 71.86% of the total employee compensation) to grassroots employees.

(IV) Report on 2025 distribution of the cash dividend from profits.

In accordance with the provisions of Article 32-1 of the "Articles of Association" of the company.
Cash dividends of NT$231,434,556 will be allocated from the distributable earnings in 2025, and NT$1.4 per share will be allocated. The calculation is up to NT$1, and rounds below NT$1 belongs to other income of company.
After this profit distribution proposal was approved by the board of directors on March 6, 2026, the chairman has been authorized to set April 22, 2026 as the ex-dividend base date, and to distribute cash dividends on May 14, 2026.
5 -

Proposals

Proposal I: (Proposed by the Board of Directors)

Subject: Acknowledgment of the 2025 annual final accounting books and statements.

Explanation: The individual financial statements of the Company for the year ended 2025 have been approved by the Board of Directors of the Company and have been audited and certified by Chia-Yu Lai and Li-Chen Peng of Baker Tilly Clock & Co, (please refer to Appendix 1). It has been submitted to the Audit Committee for review together with the business report and are proposed to be submitted to the General Meeting of Shareholders for approval.

Resolution:

Proposal II: (Proposed by the Board of Directors)

Subject: Acknowledgment of the 2025 earnings distribution.

Explanation: 2025 annual profit distribution table (below) will be submitted to the supervisor for review and completion, and will be submitted to the regular meeting of shareholders for approval.

Gordon Auto Body Parts Co., LTD.
PROFIT DISTRIBUTION TABLE
Year 2025
(Unit: NTD $)

Item	Amount		Remark
	Subtotal	Total
Beginning retained earnings		$ 699,796,792	Note: The amount of this surplus distribution is based on the 2025 after-tax net profit for priority distribution
Add: net profit after tax
2025 other comprehensive profit and loss (determined Actuarial gains and losses from benefit plans)	$ 323,082,573
	(1,060,604)
The net profit after tax of the current period plus items other than the net profit after tax of the current period are included in the retained earnings of the current year.		322,021,969
Less: 10% legal reserve		(32,202,197)
Distributable net profit		989,616,564
Distributable items		(231,434,556)
Dividend to shareholders-cash(NT$ 1.4 per share)
Ending retained earnings		$ 758,182,008

Chairman: Maoyuan Li
Manager: Maoyuan Li
Accounting Supervisor: Jianrong Chen

Resolution:

Discussion

Proposal 1: (Proposed by the Board of Directors)

Subject: Discussion of amendments to the Company's "Procedures for Asset Acquisition & Disposal".

Explanation:

In accordance with the Financial Supervisory Commission's letter dated July 24, 2025 (FSC Document No. 1140383333) and in cooperation with the company's actual business operations, it is proposed to revise certain provisions of the company's "Procedures for Acquiring or Disposing of Assets."
Please refer to Appendix II for a comparison table of articles before and after amendment of the Company's "Procedures for Asset Acquisition & Disposal"

Resolution:

Extemporary Motions

Adjournment

Attachment I

INDEPENDENT AUDITORS' REPORT

NO.14681140EA

To GORDON AUTO BODY PARTS CO., LTD.

Opinion

We have audited the individual financial statements of Gordon Auto Body Parts Co., Ltd. (the "Company"), which comprise the individual balance sheets as of December 31, 2025 and 2024, and the individual statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and the notes to the individual financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountant code of Professional Ethics in the Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

The descriptions of the key audit matters of the individual financial statements for the year ended December 31, 2025 are as follows:

Measurement of impairment losses on inventory

Refer to Note 4(5) to the individual financial statements for the accounting policies for inventories; refer to Note 5(1) to the individual financial statements for the accounting estimates and uncertainties in assumptions regarding the valuation of inventories; refer to Note 6(6) to the individual financial statements for a description of inventories.

Description of key audit matters

The Company's main business is manufacturing and selling auto parts, doors, fenders and molds for collision repair. The products are mainly sold to the repair market for vehicles in the existing market. In the collision repair market, product market life and sales cycle are based on the models of vehicles sold. Therefore, the Company adjusts the production quantity of each product each year based on the market circulation status of each the models of vehicles.

The Company's production process involves cutting, pressing, sheet metal and baking paint (baking rust-proof paint). Under normal circumstances, such components are not prone to deterioration or damage. In the financial statements, inventories are measured at a lower cost or net realizable value. Although the sales prices are adjusted based on the cost of raw materials, the quoted price in U.S. dollars is susceptible to exchange rate fluctuations and competition, which may result in the risk that the carrying value of inventories may exceed the net realizable value, since the amount of inventories is significant and there are many items. Therefore, the Company's measurement of impairment losses on inventory is one of the most important matters to be audited.

Audit procedures in response

We perform the audit procedures regarding the above key audit matters included:

Obtain an analysis of the power of the year ending inventory or net realizable value, and check the total number of each inventory item in the general ledger and the sub-ledger.
Compare the policies on the allowance to reduce inventory to market value in the current financial reporting period with those in the previous, and assess whether the policies are reasonable.
Sample the estimated sale prices of finished goods and products are based on the last sale price before and after the reporting date of the financial statements, and evaluate the basis for calculating the selling expense ratio to confirm the reasonableness of the net realizable value.
Evaluate whether the analysis of the lower of the year ending inventory or net realizable value provided by management has been compared on an item-by-item basis and calculated.
Evaluate whether management has adequately disclosed the allowance to reduce inventory to market value.
The assessment of financial assets at fair value through other comprehensive income.

For the accounting policies of financial assets at fair value through other comprehensive income, refer to Note 4(8) of the individual financial statements; for a description of financial assets at fair value through other comprehensive income, refer to Note 6(3) of the individual financial statements.

Description of key audit matters

Financial assets at fair value through other comprehensive income are measured at fair value. The financial assets at fair value through other comprehensive income held by the Company are unlisted companies, whose fair value is not available in an active market, so they are valued with the market-based approach. The market-based approach requires a more subjective valuation technique, which significantly affects the fair value measurement results and affects the fair value recognition of financial

assets at fair value through other comprehensive income. Therefore, the Company's fair value assessment of financial assets at fair value through other comprehensive income is one of the most significant key audit matters.

Audit procedures in response

Our audit procedures regarding to the above key audit matters include:

Obtain the opinion from external experts and inquire about their professional qualifications, experience and reputation to ensure the credibility of their skills and capabilities.
Check the objectivity of the external experts to confirm whether their opinions can be reasonably adopted.
Evaluate whether the values of the amount and ratio of the comparable subject matter used in the external expert opinion are unreasonable in relation to the information about the comparable company obtained from the Market Observation Post System.
Check the parameters of the evaluation model and the settings of the calculation formula for inconsistencies or errors.
Measurement of impairment of property, plant and equipment

Refer to Note 4(7) of the individual financial statements for the accounting policy for impairment of tangible and intangible assets (exclude goodwill); refer to Note 5(2) of the individual financial statements for the accounting estimates and uncertainties of the assumptions used in assessing the impairment of tangible assets; refer to Note 6(7) of the individual financial statements for the description of property, plant and equipment.

Description of the key audit matters

The Company needs to continuously develop tooling in order to produce products for various vehicles in the market. Depreciation has been provided over the useful life of tooling in line with the average age of vehicles. However, due to competition and market conditions, the Company conducts an annual assessment of property, plant and equipment for impairment. The Company is a single cash-generating unit. Therefore, the company discounts the estimated future cash flows

using an appropriate discount rate to measure the cash-generating unit's recoverable amount as a basis for assessing whether the property, plant and equipment is impaired.

The Company uses estimated future cash flows as a measure of recoverable amounts of property, plant and equipment. The assumptions used in forecasting are prone to subjective judgments and are highly uncertain, resulting in a significant effect on the recoverable amount, which in turn affects whether the property, plant and equipment are impaired. Therefore, the measurement of the impairment of property, plant and equipment of the Company is one of the most significant audit matters.

Audit procedures in response

Our audit procedures regarding to the above key audit matters included:

Obtain documents related to the Company's self-assessment of asset impairment and review whether there is any indication of impairment.
Examine the expected future cash flows and estimate whether the average net cash inflows for the current year are materially different from the estimated annual net cash inflows adopted by the Company, based on its actual net earnings before interest, taxes, depreciation, and amortization (EBITDA) for the last five years.
Review the projected growth rates to see if they are unreasonable compared to historical results, economic and industry forecasts.
Review the discount rate used whether there is unreasonable when compared to the cash-generating unit's cost of capital assumptions.
Check the parameters of the evaluation model and the settings of the calculation formula for inconsistencies or errors.

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

Management has the responsibility 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 the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) as endorsed and issued into effect by the Financial Supervisory Commission (FSC), and for such internal control

as management determines necessary to enable the preparation of the individual financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Our objectives are 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 auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, and they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we performed professional judgment and maintained professional skepticism throughout the audit. We also:

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

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to be a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to be a going concern.
Evaluate the overall representation, structure and content of the individual financial statements, including the disclosures and whether the individual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine the most significant audit matters of the individual financial statements for the year ended December 31, 2025. We describe these matters in our auditors' report unless the law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our

report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chia-Yu, Lai and Li-Chen, Peng.

Baker Tilly Clock & Co

March 6, 2026

Notice to Readers

The individual financial statements are intended only to present the individual financial position, financial performance and cash flow in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit (or review) such individual financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors' report and the financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and individual financial statements shall prevail.

GORDON AUTO BODY PARTS CO., LTD.
INDIVIDUAL BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Code	Assets	Note	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
11xx	Current assets
1100	Cash and cash equivalents	4.6(1)	$ 317,161	6	$ 383,111	7
1110	Financial assets at fair value through profit or loss - current	4.6(2)	3,643	—	5,164	—
1150	Notes receivable	4.6(5)	12,904	—	23,894	1
1170	Accounts receivable	4.6(5)	501,262	10	580,085	11
1200	Other receivables		7,030	—	10,157	—
130x	Inventories, net	4.5.6(6)	720,665	14	678,026	13
1410	Prepayments	6(9)	92,266	2	87,756	2
11xx	Total current assets		1,654,931	32	1,768,193	34
15xx	Non-current assets
1517	Financial assets at fair value through other comprehensive income – non-current	4.6(3)	98,225	2	123,165	3
1535	Financial assets at amortized cost - non-current	4.6(4).8	2,300	—	2,300	—
1600	Property, plant and equipment	4.5.6(7).8	3,138,552	60	3,048,020	58
1755	Right-of-use assets	4.5.6(8)	12,519	—	15,568	—
1840	Deferred tax assets	4.5.6(22)	6,601	—	5,203	—
1915	Prepayment for equipment	4.6(9)	284,997	6	267,171	5
1920	Guarantee deposits paid		1,046	—	546	—
15xx	Total non-current assets		3,544,240	68	3,461,973	66
	Total assets		$ 5,199,171	100	$ 5,230,166	100

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

(Continued)

GORDON AUTO BODY PARTS CO., LTD.
INDIVIDUAL BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Code	Liabilities And Equity	Note	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
21xx	Current Liabilities
2100	Current borrowings	6(10)	$ 220,000	4	$ —	—
2150	Notes payable	6(11)	12,273	—	8,298	—
2170	Accounts payable	6(11)	222,056	5	281,522	5
2219	Other payables		82,949	2	104,729	2
2213	Payables on equipment		104,403	2	99,321	2
2230	Current tax liabilities	4.6(22)	63,245	1	91,776	2
2280	Lease liabilities - current	4.6(8)	5,816	—	5,096	—
2399	Other current liabilities		9,451	—	14,229	—
2322	Current portion of long-term borrowings	6(12)	110,200	2	194,357	4
21xx	Total current liabilities		830,393	16	799,328	15
25xx	Non-Current liabilities
2540	Long-term borrowings	6(12)	1,175,550	23	1,236,241	24
2560	Current tax liabilities - non-current	4.6(22)	86,412	2	—	—
2571	Deferred tax liabilities – land value increment tax	4	74,336	1	74,336	2
2572	Deferred tax liabilities – income tax	4.6(22)	2,478	—	2,910	—
2580	Lease liabilities - non-current	4.6(8)	6,932	—	10,663	—
2640	Net defined benefit liabilities – non-current	4.6(13)	7,285	—	7,853	—
25xx	Total non-current liabilities		1,352,993	26	1,332,003	26
2xxx	Total liabilities		2,183,386	42	2,131,331	41
31xx	Equity	6(14)
3100	Capital
3110	Common stock		1,653,104	32	1,653,104	32
3200	Capital surplus		1,089	—	1,007	—
3300	Retained earnings
3310	Legal reserve		208,617	4	148,852	3
3320	Special reserve		98,923	2	98,923	2
3350	Unappropriated earnings		1,021,819	20	1,139,776	21
3400	Other equity	6(14)	32,233	—	57,173	1
3xxx	Total equity		3,015,785	58	3,098,835	59
	Total liabilities and equity		$ 5,199,171	100	$ 5,230,166	100

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

GORDON AUTO BODY PARTS CO., LTD.
INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, except for earnings per share)

Code	Item	Note	2025		2024
			Amount	%	Amount	%
4000	Operating revenues	4.6(16)	$ 2,630,111	100	$ 3,015,605	100
5000	Operating costs	6(6)	(1,897,012)	(72)	(2,052,697)	(68)
5900	Gross profit		733,099	28	962,908	32
6000	Operating expenses
6100	Selling and marketing expenses		(197,845)	(8)	(197,404)	(7)
6200	General and administrative expenses		(103,989)	(4)	(120,232)	(4)
6300	Research and development expenses		(5,656)	—	(5,653)	—
6450	Expected credit gains	6(5).6(21)	101	—	212	—
6000	Total operating expenses		(307,389)	(12)	(323,077)	(11)
6900	Net operating income		425,710	16	639,831	21
7000	Non-operating income and expenses
7100	Interest income	6(17)	9,386	—	19,111	1
7010	Other income	4.6(18)	18,616	1	14,630	1
7020	Other gains and losses	6(19)	(29,018)	(1)	97,162	3
7050	Finance costs	6(20)	(23,257)	(1)	(26,873)	(1)
7000	Total non-operating income and expenses		(24,273)	(1)	104,030	4
7900	Profit from continuing operations before income tax		401,437	15	743,861	25
7950	Income tax expenses	4.6(22)	(78,354)	(3)	(146,597)	(5)
8200	Net income		323,083	12	597,264	20
8300	Other comprehensive income
8310	Items that will not be reclassified subsequently to profit or loss
8311	Remeasurements of defined benefit plans	6(13)	(1,326)	—	482	—
8316	Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income	6(14)	(24,940)	(1)	18,053	1
8349	Income tax relating to items that will not be reclassified subsequently to profit or (loss)	6(22)	265	—	(96)	—
8300	Other comprehensive income		(26,001)	(1)	18,439	1
8500	Total comprehensive income		$ 297,082	11	$ 615,703	21
	Earnings per share	6(15)
9750	Basic		$ 1.95		$ 3.61
9850	Diluted		$ 1.95		$ 3.60

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

GORDON AUTO BODY PARTS CO., LTD.
INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Item	Share capital	Capital surplus	Retained earnings			Other equity	Total equity
			Common stock	Legal reserve	Special reserve	Unappropriated earnings		Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income
A1	Balance at January 1, 2024	$ 1,653,104	$ 935	$ 113,766	$ 98,923	$ 792,116	$ 39,120	$ 2,697,964
B1	Legal reserve	—	—	35,086	—	(35,086)	—	—
B5	Cash dividends distributed by the Company	—	—	—	—	(214,904)	—	(214,904)
C17	Other changes in capital surplus	—	72	—	—	—	—	72
D1	Net income in 2024	—	—	—	—	597,264	—	597,264
D3	Other comprehensive income in 2024	—	—	—	—	386	18,053	18,439
D5	Comprehensive income in 2024	—	—	—	—	597,650	18,053	615,703
Z1	Balance at December 31, 2024	1,653,104	1,007	148,852	98,923	1,139,776	57,173	3,098,835
B1	Legal reserve	—	—	59,765	—	(59,765)	—	—
B5	Cash dividends distributed by the Company	—	—	—	—	(380,214)	—	(380,214)
C17	Other changes in capital surplus	—	82	—	—	—	—	82
D1	Net income in 2025	—	—	—	—	323,083	—	323,083
D3	Other comprehensive income in 2025	—	—	—	—	(1,061)	(24,940)	(26,001)
D5	Comprehensive income in 2025	—	—	—	—	322,022	(24,940)	297,082
Z1	Balance at December 31, 2025	$ 1,653,104	$ 1,089	$ 208,617	$ 98,923	$ 1,021,819	$ 32,233	$ 3,015,785

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

GORDON AUTO BODY PARTS CO., LTD.
INDIVIDUAL STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

Code	Item	2025	2024
AAAA	Cash flows from (used in) operating activities
A10000	Profit from continuing operations before income tax	$ 401,437	$ 743,861
A20010	Adjustments:
A20100	Depreciation expense	361,766	342,072
A20300	Expected credit gain	(101)	(212)
A20400	Net loss (gain) on financial assets at fair value through profit or loss	(464)	(844)
A20900	Interest expense	23,257	26,873
A21200	Interest income	(9,386)	(19,111)
A21300	Dividend income	(9,311)	(9,311)
A22500	Loss (gain) on disposal of property, plant and equipment	156	(26,380)
A23100	Loss on disposal of investment	13	—
A30000	Changes in operating assets and liabilities
A31115	Decrease (increase) in financial assets mandatorily classified as at fair value through profit or loss	1,972	—
A31130	Notes receivable	10,990	1,658
A31150	Accounts receivable	78,924	(94,813)
A31180	Other receivables	2,781	186
A31200	Inventories	(42,639)	(43,812)
A31230	Prepayments	(4,510)	4,587
A32130	Notes payable	3,975	(28,667)
A32150	Accounts payable	(59,466)	(115,530)
A32180	Other payables	(21,786)	22,584
A32230	Other current liabilities	(4,778)	(7,234)
A32240	Net defined benefit liabilities	(1,894)	(4,263)
A33000	Cash inflow generated from operations	730,936	791,644
A33100	Interest received	9,732	19,630
A33300	Interest paid	(23,251)	(27,049)
A33500	Income taxes paid	(22,038)	(135,639)
AAAA	Net cash flows from operating activities	695,379	648,586
BBBB	Cash flows from (used in) investing activities:
B02700	Acquisition of property, plant and equipment	(447,348)	(362,536)
B02800	Proceeds from disposal of property, plant and equipment	924	30,632
B03700	Increase in refundable deposits	(500)	—
B07100	Increase in prepayment of equipments	(12,744)	(47,250)
B07600	Dividends received	9,311	9,311
BBBB	Net cash flows used in investing activities	(450,357)	(369,843)
CCCC	Cash flows from (used in) financing activities:
C00100	Increase in short-term borrowings	220,000	—
C00200	Decrease in short-term borrowings	—	(210,000)
C01700	Decrease in long-term borrowings	(144,848)	(164,357)
C04020	Payment of lease liabilities	(5,992)	(5,642)
C04500	Cash dividends	(380,214)	(214,904)
C09900	The statute barred dividends for the shareholders	82	72
CCCC	Net cash flows used in financing activities	(310,972)	(594,831)
EEEE	Net decrease in cash and cash equivalents	(65,950)	(316,088)
E00100	Cash and cash equivalents at beginning of year	383,111	699,199
E00200	Cash and cash equivalents at end of year	$ 317,161	$ 383,111

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

Attachment II

Comparison table of articles before and after amendment of the Company's "Procedures for Asset Acquisition & Disposal"

Article	Amended Articles	Original Article	explanation
Article 7-1	Procedures for Acquiring or Disposing of Real Estate or Other Fixed Assets
I. Valuation and Operating Procedures
The Company's acquisition or disposal of real estate and other fixed assets shall be handled in accordance with the Company's internal control system's fixed asset cycle procedure.
II. Procedures for Determining Transaction Terms and Authorized Amounts
(a) When acquiring or disposing of real estate and its right-to-use assets, the Company shall refer to the announced current value, appraised value, and actual transaction prices of neighboring real estate to determine the transaction terms and price. An analysis report shall be prepared and submitted to the Chairman. For transactions under NT$40 million, approval from the Chairman is required. For transactions exceeding NT$40 million, approval from the Audit Committee and the Board of Directors is required before proceeding. (II) The acquisition or disposal of other fixed assets and their right-to-use assets shall be carried out through a method of inquiry, comparison, negotiation, or bidding. For amounts of NT$1 million (inclusive) or less, approval shall be obtained through the authorized procedures at each level. For amounts exceeding NT$1 million, approval from the Chairman of the Board is required. For amounts exceeding NT$40 million, approval from the Audit Committee and then the Board of Directors is necessary before proceeding.
III. Execution Unit When the Company acquires or disposes of real estate or other fixed assets or their right-to-use assets, the acquisition or disposal shall be submitted to the unit authorized by the Chairman of the Board for approval according to the aforementioned approval authority.
Procedures for Acquiring or Disposing of Securities
I. Valuation and Operating Procedures
The purchase and sale of the Company's	Procedures for Acquiring or Disposing of Real Estate or Other Fixed Assets
I. Valuation and Operating Procedures
The Company's acquisition or disposal of real estate and other fixed assets shall be handled in accordance with the Company's internal control system's fixed asset cycle procedure.
II. Procedures for Determining Transaction Terms and Authorized Amounts
(a) When acquiring or disposing of real estate and its right-to-use assets, the Company shall refer to the announced current value, appraised value, and actual transaction prices of neighboring real estate to determine the transaction terms and price. An analysis report shall be prepared and submitted to the Chairman. For transactions under NT$40 million, approval from the Chairman is required, and the transaction shall be reported to the most recent Audit Committee and Board of Directors meetings. For transactions exceeding NT$40 million, approval from the Audit Committee and the Board of Directors is required before proceeding. (II) The acquisition or disposal of other fixed assets and their right-to-use assets shall be carried out through a method of inquiry, comparison, negotiation, or bidding. For amounts of NT$1 million (inclusive) or less, approval shall be obtained through the authorized procedures at each level. For amounts exceeding NT$1 million, approval from the Chairman of the Board is required. For amounts exceeding NT$40 million, approval from the Audit Committee and then the Board of Directors is necessary before proceeding.	Revised to align with the company's actual business operations..

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Article	Amended Articles	Original Article	explanation
	long-term and short-term securities shall be handled in accordance with the Company's internal control system and investment cycle procedures.

II. Procedures for Determining Transaction Terms and Authorized Amounts
Transactions of NT$40 million (inclusive) or less require approval from the Chairman.
Transaction amounts exceeding NT$40 million require the approval of the Audit Committee and the Board of Directors before proceeding.

III. Executing Unit
When investing in long-term or short-term securities, the Company shall submit the application for approval according to the aforementioned approval authority, and the execution shall be carried out by a unit authorized by the Chairman.

Procedures for Acquiring or Disposing of Membership Certificates or Intangible Assets

(I) Evaluation and Operating Procedures
The Company's acquisition or disposal of membership certificates or intangible assets shall be handled in accordance with the Company's internal control system's fixed asset cycle procedure.

(II) Procedures for Determining Transaction Terms and Authorized Amounts
1. For the acquisition or disposal of membership certificates, the transaction terms and price should be determined with reference to the fair market value. An analysis report should be prepared and submitted to the General Manager. For amounts exceeding NT$1 million, approval from the Chairman is required. For amounts exceeding NT$40 million, the Audit Committee's approval and Board of Directors' approval are also required.
2. For the acquisition or disposal of intangible assets, the transaction terms and price should be determined with reference to expert evaluation reports or the fair market value. An analysis report | III. Execution Unit When the Company acquires or disposes of real estate or other fixed assets or their right-to-use assets, the acquisition or disposal shall be submitted to the unit authorized by the Chairman of the Board for approval according to the aforementioned approval authority.

Procedures for Acquiring or Disposing of Securities
I. Valuation and Operating Procedures The purchase and sale of the Company's long-term and short-term securities shall be handled in accordance with the Company's internal control system and investment cycle procedures.

II. Procedures for Determining Transaction Terms and Authorized Amounts
Transactions of NT$40 million (inclusive) or less require approval from the Chairman and must be reported to the Audit Committee and Board of Directors at the most recent subsequent meeting. A report analyzing unrealized gains or losses from long-term and short-term securities must also be submitted. Transaction amounts exceeding NT$40 million require the approval of the Audit Committee and the Board of Directors before proceeding.

Procedures for Acquiring or Disposing of Membership Certificates or Intangible Assets

(I) Evaluation and Operating | |

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Article	Amended Articles	Original Article	explanation
	should be prepared and submitted to the Chairman. For amounts below NT$40 million, approval from the Chairman is required. For amounts exceeding NT$40 million, the Audit Committee's approval and Board of Directors' approval are also required.	Procedures
The Company's acquisition or disposal of membership certificates or intangible assets shall be handled in accordance with the Company's internal control system's fixed asset cycle procedure.

(II) Procedures for Determining Transaction Terms and Authorized Amounts

For the acquisition or disposal of membership certificates, the transaction terms and price should be determined with reference to the fair market value. An analysis report should be prepared and submitted to the General Manager. For amounts exceeding NT$1 million, approval from the Chairman is required. For amounts exceeding NT$40 million, the Audit Committee's approval and Board of Directors' approval are also required.
For the acquisition or disposal of intangible assets, the transaction terms and price should be determined with reference to expert evaluation reports or the fair market value. An analysis report should be prepared and submitted to the Chairman. For amounts below NT$40 million, approval from the Chairman is required, and the transaction should be reported to the most recent Audit Committee and Board of Directors meetings. For amounts exceeding NT$40 million, the Audit Committee's approval and Board of Directors' approval are also required. | |
| Article 31 | Article 31 When the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature and prescribed format, publish and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date of the event: | Article 31 When the Company acquires or disposes of assets under any of the following circumstances, it shall, according to the nature and prescribed format, publish and report the relevant information on the website designated by the Financial Supervisory Commission within two days | The revision was carried out in accordance with the Securities and Futures Bureau of the Financial Supervisory Commission's letter dated July 24, 2025, number |
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Article	Amended Articles	Original Article	explanation
	(I-III omitted)
IV. Acquiring or disposing of equipment or its right to use for business purposes, and the counterparty is not a related party, and the transaction amount reaches one of the following provisions:

(I) For publicly listed companies with paid-in capital of less than NT$10 billion, the transaction amount is NT$500 million or more.

(II) For publicly listed companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount is NT$1 billion or more.

(III) For publicly listed companies with paid-in capital of NT$50 billion or more, the transaction amount is 5% or more of the company's paid-in capital. | from the date of the event:

(I-III omitted)
IV. Acquiring or disposing of equipment or its right to use for business purposes, and the counterparty is not a related party, and the transaction amount reaches one of the following provisions:

(I) For publicly listed companies with paid-in capital of less than NT$10 billion, the transaction amount is NT$500 million or more.

(II) For publicly listed companies with paid-in capital of NT$10 billion or more but less than NT$50 billion, the transaction amount is NT$1 billion or more. | 1140383333. |
| Article 35 | Article 35 The provision of 10% of total assets in this standard shall be calculated based on the total assets amount in the most recent individual or separate financial report as required by the Financial Reporting Preparation Standards for Securities Issuers.

For company shares without par value or with a par value other than NT$10 per share, the provision of 20% of paid-in capital in this standard shall be calculated based on 10% of the equity attributable to the parent company's owners; the provision of 5% of paid-in capital in this standard shall be calculated based on 2.5% of the equity attributable to the parent company's owners; the provision of paid-in capital reaching NT$10 billion in this standard shall be calculated based on NT$20 billion of the equity attributable to the parent company's owners; and the provision of paid-in capital reaching NT$50 billion in this standard shall be calculated based on NT$100 billion of the equity attributable to the parent company's owners. | Article 35 The provision of 10% of total assets in this standard shall be calculated based on the total assets amount in the most recent individual or separate financial report as required by the Financial Reporting Preparation Standards for Securities Issuers.

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Appendix I

Articles of Incorporation of Gordon Auto Body Parts Co., Ltd.

Chapter 1 General Provisions

Article 1: The company is organized in accordance with the provisions of the Company Law and named as Gordon Auto Body Parts Co., Ltd. The English name is GORDON AUTO BODY PARTS CO., LTD.

Article 2: The business of the company is as follows:

CQ01010 Mold manufacturing.
CD01030 Automobile and its parts manufacturing.
CA02990 Other metal products manufacturing.
CB01010 Machinery and equipment manufacturing.
CD01060 aircraft and its parts manufacturing.
CA01050 steel secondary processing industry.
F401010 International trade industry.
In addition to the licensed business, ZZ99999 may operate businesses that are not prohibited or restricted by law.

Article 3: The company shall set up its head office in Taoyuan City and may establish branch offices at home and abroad upon the resolution of the board of directors when necessary.

Article 3-1: The company may re-invest as necessary for business operations, and the total amount of re-investment is not subject to the restriction that re-investment shall not exceed 40% of the paid-in share capital in Article 13 of the Company Law.

Article 4: (Deleted)

Chapter II Shares

Article 5: The capital of the company is rated at NT$250 million, divided into 250 million shares, each with a face value of NT$10, and the board of directors is authorized to issue them in installments.

Article 6: The company's shares are issued in registered form, signed or stamped by the directors representing the company, and issued after obtaining a visa in accordance with the law. The shares of the company may also be issued in the form of printing-free stock certificates, but registration should be made with the centralized securities custodian institution.

Article 7: (Deleted)

Article 8: (Deleted)

Article 9: (Deleted)

Article 10: The change of name and transfer of shares shall be suspended within 60 days before the ordinary shareholders' meeting, within 30 days before the extraordinary shareholders' meeting, or within 5 days before the base day before the company decides to distribute dividends, bonuses or other benefits.

Chapter III Shareholders' Meeting

Article 11: The shareholders' meeting is divided into two types: regular meeting and temporary meeting. The regular meeting is held once a year, and the board of directors shall convene it according to law within six months after the end of each fiscal year. Temporary meetings are convened according to law when necessary.

Article 11-1: The company's shareholders' meeting may be held by video conference or other methods announced by the central competent authority.

The requirements, operating procedures, and other matters to be complied with for the adoption of video shareholders' meetings shall be governed by the regulations of the securities regulatory authority if otherwise stipulated.

Article 12: The general meeting of shareholders shall be convened 30 days before the meeting, and the extraordinary meeting shall be convened 15 days before the meeting. Shareholders shall be notified of the date, venue

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and reasons for the meeting, and announced in accordance with the law.

Article 13: If the shareholders meeting is convened by the board of directors, its chairman shall be convened in accordance with the provisions of Paragraph 3 of Article 208 of the Company Law, and if it is convened by a person with the right to convene other than the board of directors, the chairman shall be the person with the right to convene. When there are more than two rights holders, one person shall be elected from each other.

Article 14: If a shareholder is unable to attend the shareholders' meeting for some reason, he must issue a power of attorney issued by the company stating the scope of authorization, and sign and seal to entrust an agent to attend. A shareholder is limited to issuing one power of attorney and entrusting one person. If there are duplicate powers of attorney, the one that is served first shall prevail, except for those who declare that the power of attorney was revoked; if one person is entrusted by two or more shareholders at the same time, The voting rights of its proxy shall not exceed 3% of the total voting rights of the issued shares, and the voting rights in excess of which shall not be counted.

Article 15: Unless otherwise stipulated by laws and regulations, the shareholders of the company shall have one vote per share.

Article 16: Unless otherwise provided by the Company Law, resolutions of the shareholders' meeting shall be attended by shareholders representing more than half of the total number of issued shares, and shall be implemented with the consent of more than half of the voting rights of the shareholders present.

Article 17: When the shareholders' meeting elects directors, each share has the same voting rights as the directors to be elected. One person may be elected centrally, or several people may be allocated for election. The person with more votes represented by the votes obtained is elected.

Article 18: The resolution minutes of the shareholders' meeting shall record the date, venue, name of the chairman, the method of resolution and the proceedings and results of the meeting, which shall be signed or sealed by the chairman and distributed to all shareholders within 20 days after the meeting. The distribution of minutes of proceedings may be done by public announcement.

Chapter 4 Directors

Article 19: The company has 7 to 11 directors with a term of three years. The candidate nomination system is adopted. The shareholders' meeting selects and appoints the candidates from the list of candidates. The nomination method is in accordance with Article 192-1 of the Company Law. Provisions to handle, re-election can be re-elected. The total amount of shares held by all directors shall comply with the provisions of the "Regulations on the Shareholding Ratio of Directors and Supervisors of Publicly Issued Companies and the Implementation Rules for Inspection".

Among the number of directors in the preceding paragraph, the number of independent directors shall not be less than three, and shall not be less than one-third of the number of directors. The professional qualifications, shareholding, part-time restrictions, nomination and selection methods, and other matters to be complied with for independent directors in the preceding paragraph shall be in accordance with the relevant regulations of the securities regulatory authority.

Independent directors and non-independent directors should be elected together, and the number of elected directors should be calculated separately.

Article 19-1: The company establishes an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee is composed of all independent directors. The exercise of the functions and powers of the audit committee and its members and related matters shall be handled in accordance with the relevant laws and regulations of the Securities and Exchange Act.

Article 20: The board of directors shall be organized by the directors, and a chairman and a vice-chairman shall be elected by the attendance of more than two-thirds of the directors and the consent of more than half of the directors present. The chairman of the board shall represent the company externally and the shareholders' meeting internally Chairman of the Board of Directors.

Article 21: If the chairman asks for leave or is unable to exercise his powers for some reason, the vice chairman shall

26 -

act as his agent. When the vice chairman is also absent, the chairman shall appoint a director to act as his agent. If the chairman does not designate an agent, the directors shall recommend one person to each other agent.

Article 22: When the board of directors holds a meeting, the directors shall attend in person. If they cannot attend in person, they shall issue a power of attorney and entrust other directors to act as their representatives. The representative of directors in this paragraph is limited to the entrustment of one person. Unless otherwise provided by the Company Law, resolutions of the board of directors shall be made with the attendance of more than half of the directors, and shall be implemented with the consent of more than half of the directors present.

Article 23: When the vacancy of directors reaches one-third, the board of directors shall convene a shareholders' meeting according to law to elect them. Directors elected by by-election shall hold office for the remainder of the previous term.

Article 24: If the company sells, purchases major assets, or borrows from external parties or provides external guarantees, unless otherwise stipulated by the company law, more than two-thirds of the directors shall be authorized to attend, and it shall be done with the consent of more than half of the directors present.

Article 24-1: When directors perform their duties in the company, regardless of the company's profit or loss, the company may pay remuneration, and the remuneration shall be determined according to the level of participation in the company's operations and the value of its contribution, taking into account the general level of the industry and authorizing the board of directors.

Article 25: (deleted)

Article 26: (Deleted)

Article 27: (Deleted)

Article 28: (Deleted)

Chapter 5 Managers

Article 29: The company may set up managers, whose appointment and dismissal shall be carried out with the consent of more than half of the directors.

Chapter 6 Accounting

Article 30: At the end of each fiscal year, the board of directors shall prepare (1) business reports, (2) financial statements, and (3) proposals for distribution of profits or making up for losses, etc., and submit them to the general meeting of shareholders in accordance with the law for approval.

Article 31: (Deleted)

Article 32: If the company has a profit in the year, it shall allocate no less than 1% as employee compensation, and no more than 3% as director compensation. However, when the company still has accumulated losses, it should reserve the amount in advance to make up for it.

Of the aforementioned employee compensation amount, no less than 30% shall be allocated to frontline employees.

The preceding two items shall be implemented by a resolution of the Board of Directors and reported to the Shareholders' Meeting.

Employee compensation may be paid in stock or cash, and the recipients may include employees of the controlling or subordinate companies who meet certain conditions, the conditions of which shall be authorized to be determined by the Board of Directors.

Article 32-1: If the company has a surplus in its annual final accounts, it should first set aside taxes and cover accumulated losses, and then set aside 10% as statutory surplus reserve, except when the statutory surplus reserve has reached the paid-in capital. After allocating or reversing special surplus reserve in accordance with the Securities and Exchange Act and the regulations of the competent authorities, if there is still a

27 -

balance, the balance, plus the accumulated undistributed profits from previous years, will be used to distribute shareholder dividends. Shareholder dividends will be allocated from the accumulated undistributed profits, and the amount allocated shall not be less than 10% of the distributable profits for the current year.

The above-mentioned earnings distribution shall be proposed by the Board of Directors with a distribution proposal. When it is made by way of new shares, it shall be submitted to the shareholders' meeting for resolution. The Company shall distribute all or part of dividends and bonuses in the form of cash, authorize the board of directors to do so with the presence of more than two-thirds of the directors, and with the approval of more than half of the directors present, and report to the general meeting of shareholders. When there is a reversal of the amount of the deduction of the shareholders' equity in the preceding paragraph, the surplus may be distributed according to the reversal part. The company is in the business growth stage. In order to cope with the continuous expansion of the business scale, the cash dividend among the types of dividends shall not be less than 10% of the total number of shareholders' dividends.

Article 32-2: The Company will issue all or a part of the statutory surplus reserve and capital reserve to new shares or cash in proportion to the shareholders' existing shares. In the case of cash distribution, the board of directors shall be authorized to use two-thirds of the attendance of the above directors, and the resolutions of more than half of the directors present, shall be reported to the general meeting of shareholders.

Chapter 7 Supplementary Provisions

Article 33: Matters not stipulated in this Articles of Association shall be handled in accordance with the provisions of the Company Law.

Article 34: The Articles of Association shall be made on January 20, 1986.

The first amendment was made on December 6, 1986.

The second amendment was made on July 20, 1987.

The third amendment was made on January 15, 1988.

The fourth amendment was made on February 15, 1990.

The fifth amendment was made on March 3, 1990.

The sixth amendment was made on May 1, 1991.

The seventh amendment was made on April 9, 1992.

The eighth amendment was made on April 16, 1993.

The ninth amendment was made on April 25, 1994.

The tenth amendment was made on May 25, 1995.

The eleventh amendment was made on May 29, 1996.

The twelfth amendment was made on May 10, 1997.

The thirteenth amendment was made on April 16, 1998.

The fourteenth amendment was made on August 25, 1998.

The fifteenth amendment was made on May 6, 2000.

The sixteenth amendment was made on May 16, 2001.

The seventeenth amendment was made on May 16, 2001.

The eighteenth amendment was made on May 31, 2002.

The nineteenth amendment was made on May 31, 2002.

The twentieth amendment was made on June 18, 2003.

The twenty-first amendment was made on June 18, 2003.

The twenty-second amendment was made on June 11, 2004.

The twenty-third amendment was made on June 11, 2004.

The twenty-fourth amendment was made on June 3, 2005.

The twenty-fifth amendment was made on June 3, 2005.

The twenty-sixth amendment was made on June 16, 2006.

The twenty-seventh amendment was made on June 21, 2007.

The twenty-eighth amendment was made on June 13, 2008.

The twenty-ninth amendment was made on June 19, 2009.

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The thirtieth amendment was made on June 12, 2012.

The thirty-first amendment was made on September 6, 2013.

The thirty-second amendment was made on June 11, 2015.

The thirty-third amendment was made on June 29, 2016.

The thirty-fourth amendment was made on June 13, 2019.

The thirty-fifth amendment was made on June 10, 2020.

The thirty-sixth amendment was made on June 14, 2022.

The thirty-seventh amendment was made on June 17, 2025.

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Appendix II

Rules and Procedures of Shareholder Meeting

Article 1: To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2: The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3: Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby. This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

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

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this

30 -

Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, 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 this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5: (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 6: (Preparation of documents such as the attendance book)

This Corporation 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.

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Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation 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.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1: (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)

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

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

A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

Article 7: (The chair and non-voting participants of a shareholders meeting)

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

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

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8: (Documentation of a shareholders meeting by audio or video)

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

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

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

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the backend operation interface of the virtual meeting platform.

Article 9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

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When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10: (Discussion of proposals)

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

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

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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

Article 11: (Shareholder speech)

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

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

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

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

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

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

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Article 12: (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares.

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

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by 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 be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but 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 this Corporation 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 shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

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 this Corporation, by the same means by which the voting rights were exercised, before 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.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of 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 a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

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

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

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

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

Article 14: (Election of directors and supervisors)

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15:

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Corporation.

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.

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When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 16: (Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation 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 this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17: (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18: (Recess and resumption of a shareholders meeting)

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

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19: (Disclosure of information at virtual meetings)

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

Article 20: (Location of the chair and secretary of virtual-only shareholders meeting)

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

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Article 21: (Handling of disconnection)

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

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

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

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

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

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

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

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

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

Article 22: (Handling of digital divide)

When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

Article 23:

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

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Appendix III

Gordon Auto Body Parts Co., LTD.

"Procedures for Asset Acquisition & Disposal"(Before revision)

Chapter 1 General Provisions

Article 1 This procedure is established in accordance with Article 36-1 of the Securities and Exchange Act (hereinafter referred to as "this Act").

Article 2 The acquisition or disposal of assets by the Company shall be handled in accordance with this procedure. However, if other financial-related laws and regulations stipulate otherwise, those provisions shall prevail.

Article 3 The scope of assets referred to in this procedure is as follows:

Investments such as stocks, government bonds, corporate bonds, financial bonds, securities of the commendation fund, depositary receipts, warrants, beneficial securities, and asset-backed securities.
Real estate (including land, buildings and structures, investment real estate, and inventory of construction companies) and equipment.
Membership certificates.
Intangible assets such as patents, copyrights, trademarks, and franchises.
Right-to-use assets.
Claims against financial institutions (including receivables, foreign exchange discounting and lending, and collection of debts).
Derivative products. VIII. Assets acquired or disposed of through merger, division, acquisition, or share transfer under law.

IX. Other significant assets.

Article 4. The terms used in this procedure are defined as follows:

I. Derivatives: These refer to forward contracts, option contracts, futures contracts, leveraged margin contracts, exchange contracts, combinations of the above contracts, or combined contracts or structured products embedded with derivatives, whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables. Forward contracts do not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, or long-term purchase (sale) contracts.

II. Assets acquired or disposed of through merger, division, acquisition, or share transfer under law: These refer to assets acquired or disposed of through merger, division, or acquisition under the Corporate Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act, or other laws, or assets acquired by issuing new shares to acquire shares of another company under Article 156, Paragraph 8 of the Company Act (hereinafter referred to as share transfer).

III. Related Parties and Subsidiaries: These should be identified in accordance with the financial reporting standards for securities issuers.

IV. Professional Appraisers: Refers to real estate appraisers or other individuals legally authorized to conduct real estate and equipment valuation business.

V. Date of Occurrence: Refers to the earlier of the following dates: the date of signing the transaction, the date of payment, the date of completion of the transaction, the date of transfer of ownership, the date of the board resolution, or other date sufficient to confirm the transaction counterparty and transaction amount. However, for investors requiring approval from the competent authority, the earlier of the above dates or the date of receiving approval from the competent authority shall prevail.

VI. Investment in Mainland China: Refers to investments in Mainland China conducted in accordance with the Regulations Governing Investment or Technological Cooperation in Mainland China issued by the Investment Commission of the Ministry of Economic Affairs.

VII. Entities Specializing in Investment: Refers to financial holding companies, banks, insurance companies, securities finance companies, trust companies, securities firms operating proprietary trading or underwriting businesses, futures firms operating proprietary trading businesses, securities investment trust companies,

securities investment advisory companies, and fund management companies established in accordance with law and regulated by the local financial regulatory authority. VIII. Stock Exchange: Domestic stock exchange refers to the Taiwan Stock Exchange Corporation; foreign stock exchange refers to any organized securities trading market regulated by the securities regulatory authority of that country.

IX. Securities Firm Premises: Domestic securities firm premises refer to the premises where securities firms set up dedicated counters for trading in accordance with the Regulations Governing the Trading of Securities at Securities Firm Premises; foreign securities firm premises refer to the premises of financial institutions regulated by foreign securities regulatory authorities and authorized to conduct securities business.

Article 5. The valuation reports or opinions from accountants, lawyers, or securities underwriters obtained by this company must meet the following requirements:

I. They must not have been convicted of violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Commercial Accounting Act, or of fraud, breach of trust, embezzlement, forgery, or business-related crimes, and must not have been sentenced to imprisonment for a term of one year or more. However, this does not apply to those who have completed their sentence, completed their probation period, or have been pardoned for more than three years.

II. The parties to the transaction must not be related parties or have a substantial relationship with each other.

III. If the company is required to obtain valuation reports from two or more professional appraisers, the different professional appraisers or appraisers must not be related parties or have a substantial relationship with each other. When issuing valuation reports or opinions, the personnel mentioned above shall comply with the self-regulatory guidelines of their respective industry associations and the following matters:

I. Before accepting a case, they should carefully assess their own professional capabilities, practical experience, and independence.

II. When executing a case, they should properly plan and execute appropriate work processes to form conclusions and issue reports or opinions accordingly; and record the executed procedures, collected data, and conclusions in detail in the case working papers.

III. For each source of data, parameter, and information used, their appropriateness and reasonableness should be evaluated as the basis for issuing valuation reports or opinions.

IV. Declarations should include matters such as the professionalism and independence of the relevant personnel, the assessment that the information used is appropriate and reasonable, and compliance with relevant laws and regulations.

Chapter Two Procedures

Section One Establishment of Procedures

Article 6 This Company shall establish these procedures in accordance with the "Guidelines for the Acquisition or Disposal of Assets by Publicly Listed Companies." These procedures shall first be approved by more than half of all members of the Audit Committee, then by the Board of Directors, and finally submitted to the Shareholders' Meeting for approval. Amendments to these procedures shall follow the same principle.

If the preceding paragraph does not receive the approval of more than half of all members of the Audit Committee, it may be carried out with the approval of more than two-thirds of all directors. The resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. If any director expresses dissent and there is a record or written statement, the Company shall submit the dissent to the Shareholders' Meeting for discussion.

The term "all members of the Audit Committee" and "all directors" in the preceding two paragraphs refers to those actually in office.

If an independent director has been appointed in accordance with this Act, when submitting this procedure to the Board of Directors for discussion in accordance with the preceding paragraph, the opinions of each independent director shall be fully considered. Any objections or reservations from independent directors shall be recorded in the minutes of the Board meeting.

Article 7 This procedure established by the Company shall record the following matters and shall be handled in accordance with the established procedures:

Scope of assets.
Valuation procedure: This shall include the method of price determination and reference basis, etc.
Operating procedures: This shall include authorized limits, levels, implementing units, and transaction processes, etc.
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Public announcement and reporting procedures.
The total amount of real estate and its right-to-use assets or securities acquired by the Company and its subsidiaries for non-business use, and the limits on individual securities.
Control procedures for subsidiaries' acquisition or disposal of assets.
Penalties for relevant personnel who violate this procedure or the Company's procedures for handling the acquisition or disposal of assets.
Other important matters.

Related party transactions, derivative transactions, mergers, divisions, acquisitions, or share transfers of the Company shall be handled in accordance with the provisions of Sections 3 to 5 of this Chapter, in addition to the provisions of the preceding paragraph. If the Company does not intend to engage in derivatives trading, it may, upon board approval, be exempt from establishing procedures for handling derivatives trading.

Subsequently, if it wishes to engage in derivatives trading, it shall still comply with the preceding article and paragraph.

The Company shall urge its subsidiaries to establish and implement procedures for acquiring or disposing of assets in accordance with these provisions.

Article 7-1 Procedures for Acquiring or Disposing of Real Estate or Other Fixed Assets

I. Valuation and Operating Procedures The Company's acquisition or disposal of real estate and other fixed assets shall be handled in accordance with the Company's internal control system's fixed asset cycle procedure.

II. Procedures for Determining Transaction Terms and Authorized Amounts

(I) For the acquisition or disposal of real estate and its right-to-use assets, the transaction terms and price should be determined by referring to the announced current value, appraised value, and actual transaction prices of neighboring real estate. An analysis report should be prepared and submitted to the Chairman. For amounts below NT$40 million, approval from the Chairman is required, and the transaction should be reported to the most recent Audit Committee and Board of Directors meetings afterward. For amounts exceeding NT$40 million, approval from the Audit Committee and Board of Directors is also required before the transaction can proceed.

(II) For the acquisition or disposal of other fixed assets and their right-to-use assets, a method of inquiry, comparison, negotiation, or bidding should be chosen. For amounts of NT$1 million (inclusive) or less, approval should be obtained level by level according to the authorization procedures. For amounts exceeding NT$1 million, approval from the Chairman is required. For amounts exceeding NT$40 million, approval from the Audit Committee and Board of Directors is required before the transaction can proceed. III. Executive Entity When the Company acquires or disposes of real estate or other fixed assets or their right-to-use assets, the acquisition or disposal shall be submitted for approval according to the aforementioned approval authority, and then executed by an entity authorized by the Chairman.

Acquisition or Disposal Procedures for Securities

I. Valuation and Operational Procedures

The purchase and sale of the Company's long-term and short-term securities shall be handled in accordance with the Company's internal control system and investment cycle procedures.

II. Procedures for Determining Transaction Terms and Authorized Amounts

Transactions of NT$40 million (inclusive) or less shall be approved by the Chairman and reported to the most recent Audit Committee and Board of Directors meetings, along with an analysis report on unrealized gains or losses of the long-term and short-term securities. Transactions exceeding NT$40 million shall require the approval of the Audit Committee and the Board of Directors before proceeding.

III. Executive Entity

When the Company invests in long-term and short-term securities, the acquisition or disposal shall be submitted for approval according to the aforementioned approval authority, and then executed by an entity authorized by the Chairman.

Procedures for Acquiring or Disposing of Membership Certificates or Intangible Assets

(I) Assessment and Operating Procedures

The Company's acquisition or disposal of membership certificates or intangible assets shall be handled in accordance with the Company's internal control system's fixed asset cycle procedure.

(II) Procedures for Determining Transaction Terms and Authorized Amounts

For the acquisition or disposal of membership certificates, the Company shall refer to the fair market value to determine the transaction terms and price, prepare an analysis report, and submit it to the General Manager. For amounts exceeding NT$1 million, approval from the Chairman is required; for amounts exceeding NT$40 million, approval from the Audit Committee and the Board of Directors is also required.
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For the acquisition or disposal of intangible assets, the Company shall refer to an expert assessment report or the fair market value to determine the transaction terms and price, prepare an analysis report, and submit it to the Chairman. For amounts below NT$40 million, approval from the Chairman is required, and the transaction shall be reported to the most recent Audit Committee and Board of Directors meetings. For amounts exceeding NT$40 million, approval from the Audit Committee and the Board of Directors is required. Article 7-2 Total Limits for Acquisition of Non-Business Use Real Estate and its Right-of-Use Assets or Securities, and Limits on Individual Securities

The limits for the acquisition of the aforementioned assets by the Company and its subsidiaries are as follows:

(i) The total limit for non-business use real estate and its right-of-use assets or securities (referring to the original investment amount) shall be 60% of the total book value of assets, except for subsidiaries whose profession is investment.

(ii) The amount invested in individual securities shall not exceed 50% of the above limit (i.e., 30% of the total book value of assets), except for subsidiaries whose profession is investment.

Article 8 If the acquisition or disposal of assets by the Company requires board approval under this procedure or other legal provisions, and a director objects with a record or written statement, the Company shall send the director's objection information to the Audit Committee.

For companies that have appointed independent directors in accordance with this Act, when submitting asset acquisition or disposal transactions to the board of directors for discussion in accordance with the preceding paragraph, the opinions of each independent director should be fully considered. Any objections or reservations from independent directors should be recorded in the minutes of the board meeting.

Significant asset or derivative transactions require the approval of more than half of all members of the audit committee and must be submitted to the board of directors for resolution. If the approval of more than half of all members of the audit committee is not obtained, it may be carried out with the approval of more than two-thirds of all directors, and the audit committee's resolution should be recorded in the minutes of the board meeting. The terms "all members of the audit committee" and "all directors" in this paragraph refer to those actually in office.

Section Two Acquisition or Disposal of Assets

Article 9 When the Company acquires or disposes of real estate, equipment, or the right to use them, except for transactions with domestic government agencies, self-construction, leased construction, or acquisition/disposal of equipment or the right to use them for business purposes, if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a valuation report issued by a professional appraiser must be obtained before the event occurs, and the following requirements must be met:

If, due to special reasons, a limited price, a specific price, or a special price must be used as a reference for the transaction price, the transaction must first be approved by a resolution of the Board of Directors; the same applies if there are subsequent changes to the transaction terms.
If the transaction amount reaches NT$1 billion or more, valuations should be obtained from at least two professional appraisers.

III. If a professional appraiser's valuation results fall under any of the following circumstances, except where the valuation results for acquired assets are all higher than the transaction amount, or the valuation results for disposed assets are all lower than the transaction amount, an accountant should be consulted to provide a specific opinion on the reasons for the discrepancy and the appropriateness of the transaction price:

(a) The difference between the valuation result and the transaction amount exceeds 20% of the transaction amount.

(b) The difference between the valuation results of two or more professional appraisers exceeds 10% of the transaction amount.

IV. The date of the professional appraiser's report issuance and the date of contract formation shall not exceed three months. However, if the same publicly announced present value is applied and the period is within six months, the original professional appraiser may issue an opinion.

In the construction industry, unless a limited price, specific price, or special price is used as a reference for the transaction price, if there is a justifiable reason for not being able to obtain the valuation report immediately, the company should obtain the valuation report within two weeks from the date the event occurred, and obtain the accountant's opinion as stated in paragraph (iii) of the preceding paragraph within two weeks from the date the valuation report is obtained.

Article 10 When acquiring or disposing of securities, the Company shall, prior to the date of the transaction, obtain the most recent financial statements of the target company audited or reviewed by an accountant as a reference for assessing the transaction price. Furthermore, if the transaction amount exceeds 20% of the Company's paid-in

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capital or NT$300 million, the Company shall, prior to the date of the transaction, consult with an accountant regarding the reasonableness of the transaction price. However, this does not apply if the securities have publicly quoted prices in an active market or if the Financial Supervisory Commission (FSC) stipulates otherwise.

Article 10-1 The preceding article is conditional upon the following: The Company shall be exempt from Article 10 of the Company's Acquisition or Disposal of Assets Guidelines, which stipulates the requirement to obtain the most recent financial statements of the target company audited or reviewed by an accountant, and the requirement to consult with an accountant regarding the reasonableness of the transaction price if the transaction amount exceeds 20% of the Company's paid-in capital or NT$300 million:

Acquiring securities with cash investment through incorporation or public offering.
Investors participating in the subscription of securities issued at par value by the target company through a cash capital increase in accordance with relevant laws and regulations.
Investors participating in the subscription of securities issued through a cash capital increase by a wholly-owned investee company.
Listed, over-the-counter, and emerging stock market securities traded on stock exchanges or securities firms' business premises.
Government bonds and bonds with repurchase or sell-back conditions.
Domestic and foreign funds.
Acquiring or disposing of shares of listed (over-the-counter) companies in accordance with the bidding or auction regulations for listed (over-the-counter) securities of stock exchanges or over-the-counter exchanges.
Investors acquiring securities through participation in the company's cash capital increase, provided that the acquired securities are not privately placed securities.
Investors who subscribed to the fund before its establishment in accordance with Article 11, Paragraph 1 of the Securities Investment Trust and Advisory Act and the Financial Supervisory Commission's Order No. 0930005249 dated November 1, 2004.
For domestic private equity funds that are subscribed to or repurchased, if the investment strategy specified in the trust agreement is the same as that of public funds, except for securities margin trading and unallocated securities-related commodity positions.

Article 11 For transactions involving the acquisition or disposal of intangible assets, their right-to-use assets, or membership certificates, amounting to 20% of the company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, an accountant shall be consulted to provide an opinion on the reasonableness of the transaction price before the event occurs.

Article 12 The calculation of the transaction amounts in the preceding three articles shall be handled in accordance with the provisions of Article 31, Paragraph 2. The term "within one year" refers to the period preceding the date of the transaction, calculated retroactively for one year. Valuation reports or accountant opinions obtained in accordance with these guidelines are exempt from inclusion.

Article 13 For assets acquired or disposed of by the company through court auction proceedings, a certificate issued by the court may replace a valuation report or accountant opinion.

Section 3 Related Party Transactions

Article 14 When the Company acquires or disposes of assets with related parties, in addition to following the relevant resolution procedures and assessing the reasonableness of the transaction terms as stipulated in the preceding and present sections, if the transaction amount reaches 10% or more of the Company's total assets, a valuation report issued by a professional appraiser or an accountant's opinion shall also be obtained as stipulated in the preceding section.

The calculation of the transaction amount mentioned above shall be handled in accordance with Article 12.

When determining whether a transaction counterparty is a related party, in addition to considering its legal form, the substantive relationship should also be taken into account.

Article 15 When the Company acquires or disposes of real estate or its right-to-use assets from related parties, or acquires or disposes of other assets besides real estate or its right-to-use assets from related parties, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million or

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more, except for the purchase or sale of domestic government bonds, bonds with buy-back or sell-back conditions, or the subscription or repurchase of domestic money market funds issued by securities investment trust companies, the following information shall be submitted to the Audit Committee and the Board of Directors for approval before signing the transaction contract and making payment:

The purpose, necessity, and expected benefits of acquiring or disposing of the real estate or assets.
The reasons for selecting related parties as transaction counterparties.
Relevant information on the reasonableness of the predetermined transaction terms for acquiring real estate or its right-to-use assets from related parties, in accordance with Articles 16 and 17.
The original acquisition date and price by the related party, the transaction counterparty, and its relationship with the Company and related parties, etc.
V. A forecast of cash inflows and outflows for each month of the coming year, beginning in the month of contract signing, and an assessment of the necessity of the transaction and the rationality of the use of funds.
VI. A valuation report issued by a professional appraiser or an accountant's opinion obtained in accordance with the preceding clause.
VII. Restrictions and other important agreements related to this transaction.

The Company and its parent company, subsidiaries, or subsidiaries directly or indirectly wholly owned by them in the following transactions, acquiring or disposing of equipment for business use, may be subject to the Board of Directors' authorization, pursuant to Article VII, Paragraph 1, Subparagraph 3, to the Chairman's prior approval within a certain limit, subject to subsequent ratification by the most recent Board of Directors:

I. Acquiring or disposing of equipment or its right-to-use assets for business use.
II. Acquiring or disposing of the right-to-use assets of immovable property for business use.

If independent directors have been appointed in accordance with this Act, when submitting the matter to the Board of Directors for discussion in accordance with Paragraph 1, the opinions of each independent director shall be fully considered. Any objections or reservations from independent directors shall be recorded in the minutes of the Board meeting.

For matters requiring approval under Paragraph 1, a majority vote of all members of the Audit Committee is required, followed by a board resolution. If a majority vote of all members of the Audit Committee is not obtained, a two-thirds majority vote of all directors is required, and the Audit Committee's resolution must be recorded in the board meeting minutes. The term "all members of the Audit Committee" and "all directors" in this paragraph refers to those currently in office.

If a publicly listed company or its subsidiary (not a domestic publicly listed company) engages in a transaction under Paragraph 1, and the transaction amount exceeds 10% of the publicly listed company's total assets, the publicly listed company must submit all the information listed in Paragraph 1 to the shareholders' meeting for approval before signing the transaction agreement and making payment. However, this does not apply to transactions between the publicly listed company and its parent company, subsidiaries, or between its subsidiaries.

The calculation of the transaction amounts under Paragraph 1 and the preceding paragraph shall be handled in accordance with Article 31, Paragraph 2. The term "within one year" refers to the period preceding the date of the transaction, calculated retroactively for one year. Amounts already approved by the shareholders' meeting, audit committee, and board of directors in accordance with this standard are exempt from further calculation.

Article 16 When the Company acquires real estate or its right-to-use assets from related parties, the reasonableness of transaction costs shall be assessed using the following methods:

The transaction price from the related party, plus necessary interest on the borrowed funds and costs legally borne by the buyer. The necessary interest cost shall be calculated based on the weighted average interest rate of the loans taken out by the Company in the year of asset acquisition, but it shall not exceed the maximum non-financial industry borrowing rate published by the Ministry of Finance.
If the related party has previously used the property as collateral for a loan from a financial institution, the total appraised value of the loan from the financial institution for the property shall be considered, provided that the cumulative actual loan amount from the financial institution for the property reaches at least 70% of the total appraised value and the loan period has exceeded one year. However, this does not apply if the financial institution and one of the parties to the transaction are related parties.

When purchasing or leasing the same land and buildings in a combined transaction, the transaction costs for the land and buildings may be assessed separately using any of the methods listed in the preceding paragraph.

When the Company acquires real estate or its right-to-use assets from related parties, it shall assess the cost of the real estate or its right-to-use assets in accordance with the preceding two paragraphs and shall consult an accountant for review and specific opinion.

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The Company shall proceed in accordance with the preceding article and shall not be subject to the preceding three paragraphs when acquiring real estate or its right-to-use assets from related parties under any of the following circumstances:

The related party acquires the real estate or its right-to-use assets through inheritance or gift.
More than five years have passed since the date of the contract for the acquisition of the real estate or its right-to-use assets by the related party.
The Company acquires the real estate by entering into a joint construction contract with the related party, or by commissioning the related party to construct the real estate through land commissioning, lease commissioning, or other similar means.
The Company acquires real estate right-to-use assets for business use between itself and its parent company, subsidiaries, or subsidiaries in which it directly or indirectly holds 100% of the issued shares or total capital.

Article 17 If the Company's assessment results under paragraphs 1 and 2 of the preceding article are both lower than the transaction price, it shall proceed in accordance with Article 18. However, this limitation does not apply if the following circumstances exist, and objective evidence is provided, along with specific reasonable opinions from real estate appraisers and accountants:

I. If a related party acquires or leases land for subsequent construction, it may provide evidence that one of the following conditions is met:

(a) The land was appraised using the method stipulated in the preceding article, and the building's value was calculated based on the related party's construction costs plus a reasonable construction profit, the total of which exceeds the actual transaction price. The reasonable construction profit shall be the lower of the related party's average gross profit margin for the past three years or the gross profit margin for the construction industry published by the Ministry of Finance in the most recent period.

(b) Other non-related party transactions involving the same property or adjacent areas within the past year, with similar areas, and whose transaction conditions are comparable after assessment according to the reasonable floor or area price difference expected in real estate sales or leasing practices.

II. The Company provides evidence that the transaction conditions of real estate purchased or leased from a related party are comparable to those of other non-related party transactions in adjacent areas within the past year, and the areas are similar. The aforementioned "transactions in adjacent areas" are generally defined as those occurring in the same or adjacent blocks, within a radius of no more than 500 meters of the subject property, or with similar publicly announced market value. The term "similar area" refers to transactions involving other non-related parties where the area is no less than 50% of the subject property's area. The term "within one year" refers to the period preceding the date of acquisition of the real estate or its right-to-use asset, calculated retroactively for one year.

Article 18 If the Company acquires real estate or its right-to-use asset from a related party, and the valuation results as stipulated in the preceding two articles are all lower than the transaction price, the following shall be handled:

The difference between the transaction price and the valuation cost of the real estate or its right-to-use asset shall be allocated to a special surplus reserve in accordance with Article 41, Paragraph 1 of this Act, and shall not be distributed or transferred for capital increase or share issuance. If the investor using the equity method to value the Company's investment is a publicly traded company, the amount allocated shall also be allocated to a special surplus reserve in proportion to the shareholding in accordance with Article 41, Paragraph 1 of this Act.

II. The supervisor shall act in accordance with Article 218 of the Company Act. For companies that have established an audit committee in accordance with this Act, the preceding paragraph shall apply mutatis mutandis to the independent directors of the audit committee.

III. The handling of the preceding two paragraphs shall be reported to the shareholders' meeting, and the details of the transactions shall be disclosed in the annual report and prospectus.

If the Company has set aside special surplus reserves in accordance with the preceding paragraph, it may only use such special surplus reserves after the assets purchased or leased at a high price have been recognized as depreciated, disposed of, or the lease terminated, or for appropriate compensation or restoration to their original condition, or after there is other evidence confirming that there is no unreasonableness, and only after obtaining the consent of the Financial Supervisory Commission.

If the Company acquires real estate or its right-to-use assets from related parties, and there is other evidence indicating that the transaction is not in accordance with normal business practices, it shall also act in accordance with the preceding two paragraphs.

Section Four: Engaging in Derivative Transactions

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Article 19 When engaging in derivative transactions, the Company shall pay attention to the control and management of the following important risk management and audit matters, and incorporate them into its procedures:

I. Trading Principles and Policies: This should include the types of derivative transactions permitted, business or hedging strategies, division of responsibilities, performance evaluation guidelines, the total amount of derivative contracts permitted, and the maximum loss limits for all and individual contracts.
II. Risk Management Measures.
III. Internal Audit System.
IV. Periodic Assessment Methods and Handling of Abnormal Situations.

Article 19-1: Procedures for Acquiring or Disposing of Derivatives

I. Trading Principles and Policies

(I) Types of Transactions

The derivative financial products engaged in by the Company refer to transaction contracts whose value is derived from assets, interest rates, exchange rates, indices, or other benefits (such as forward contracts, options, futures, interest rate or exchange rates, exchanges, and composite contracts combining the above products).
Matters related to bond margin trading shall be handled in accordance with the relevant provisions of these procedures. This procedure does not apply to transactions involving bonds with repurchase conditions.

(II) Business (Hedging) Strategy

The Company's transactions in derivative financial products shall be for hedging purposes. The traded products should primarily be selected to mitigate risks arising from the Company's business operations. Transactions for other specific purposes must be carefully evaluated and executed according to the following approval authority.

(III) Division of Responsibilities

Finance and Accounting Department

(1) Trading Personnel

A. Responsible for formulating the overall strategy for the Company's financial product transactions.
B. Trading personnel shall regularly calculate positions every two weeks, collect market information, conduct trend judgments and risk assessments, formulate operational strategies, and, after approval by the approval authority, use them as the basis for trading.
C. Execute transactions according to authorized authority and established strategies.
D. When there are significant changes in the financial market and trading personnel determine that the established strategies are no longer applicable, they shall promptly submit an evaluation report, revise the strategy, and, after approval by the General Manager, use it as the basis for trading.

(2) Accounting Personnel

A. Execute transaction confirmation.
B. Review whether transactions are conducted in accordance with authorized authority and established strategies.
C. Conduct monthly evaluations and submit evaluation reports to the General Manager.
D. Accounting procedures.
E. Report and announce transactions in accordance with the regulations of the Securities and Futures Commission.

(3) Settlement Personnel: Perform settlement tasks.

(4) Approval Authority for Hedging Transactions

Approval Authority	Daily Trading Authority	Net Cumulative Position Trading Authority
General Manager	US$5M	US$10M
Chairman	US$10M	US$20M

(5) Other specific-purpose transactions: Transactions under US$10 million may be conducted only after approval by the General Manager and Chairman; transactions exceeding US$10 million require approval from the Board of Directors. 2. Audit Department: Responsible for understanding the adequacy of internal controls over derivatives trading and verifying the trading department's compliance with operating procedures. An audit report must be prepared and submitted to the Audit Committee for review by the end of the following month after the audit project is completed. Furthermore, if internal auditors discover significant violations or a risk of substantial losses to the company, they should immediately prepare a report for review and notify the Audit Committee.

Renewal Assessment

(1) Hedging Transactions

A. The performance evaluation is based on the difference between the company's book exchange rate costs and the profits and losses generated from derivatives trading.

B. To fully understand and express the evaluation risks of transactions, the company uses a monthly assessment method to evaluate profits and losses.

C. Finance personnel in the Accounting Department should provide the General Manager with an evaluation of foreign exchange positions and analysis of foreign exchange market trends for management reference and guidance.

(2) Specific Purpose Transactions

The performance evaluation is based on the actual profits and losses generated, and accounting personnel must regularly prepare reports on these positions for management reference. 4. Determination of Total Contract Amount and Loss Limits

(1) Total Contract Amount

A. Hedging Transaction Limit

The finance department personnel should monitor the company's overall position to mitigate transaction risks. The amount of hedging transactions shall not exceed two-thirds of the company's total net position. Transactions exceeding two-thirds must be submitted to the Chairman for approval.

B. Transactions for Specific Purposes

Based on forecasts of market changes, the finance department may formulate strategies as needed, which must be submitted to the General Manager and Chairman for approval before implementation. The total contract amount for transactions for specific purposes for the entire company's net accumulated position is limited to US$15 million. Transactions exceeding this amount require the Board's approval and must be conducted in accordance with policy directives.

(2) Determination of Loss Limits

For hedging and trading-oriented contracts, stop-loss points should be set after the position is established to prevent excessive losses. The stop-loss point shall be set at a maximum of 10% of the transaction contract amount. If the loss exceeds 10% of the transaction amount, it shall be reported to the Chairman immediately and the Board of Directors to discuss necessary countermeasures. The loss amount of an individual contract shall not exceed 10% of the transaction contract amount. The maximum annual loss limit for the Company's special purpose trading operations is US$1 million.

Article 20 The Company shall adopt the following risk management measures when engaging in derivatives trading:

The scope of risk management shall include credit, market price, liquidity, cash flow, operational, and legal risks.
Personnel engaged in derivatives trading and confirmation/settlement operations shall not hold concurrent positions.
Personnel responsible for risk measurement, supervision, and control shall belong to different departments than those mentioned above and shall report to the Board of Directors or to senior management who are not responsible for trading or position decisions.
Positions held in derivatives trading shall be assessed at least weekly; however, hedging transactions necessary for business operations shall be assessed at least twice monthly, and the assessment report shall be submitted to a senior manager authorized by the Board of Directors.
Other important risk management measures.

Article 20-1 Risk management measures for derivative transactions are as follows:

(I) Credit Risk Management: Given that the market is susceptible to operational risks from various factors, derivative financial products are subject to the following principles in market risk management:

(1) Trading Partners: Primarily well-known domestic and international financial institutions.

(2) Trading Products: Limited to products offered by well-known domestic and international financial institutions.

(3) Transaction Amount: The unrecovered transaction amount for the same trading partner shall not exceed 10% of the total authorized amount, unless otherwise approved by the General Manager.

(II) Market Risk Management: Primarily the open foreign exchange market provided by banks; the futures market is not considered at this time.

(III) Liquidity Risk Management: To ensure market liquidity, financial products with high liquidity (i.e., readily available for market settlement) are selected. The entrusted financial institution must have sufficient

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information and the ability to trade in any market at any time. (IV) Cash Flow Risk Management

To ensure the stability of the company's working capital turnover, the funds used for derivative transactions are limited to the company's own funds, and the transaction amount should take into account the cash inflow and outflow forecasts for the next three months.

(V) Operational Risk Management

Operational risks must be strictly followed in accordance with the company's authorized limits, operating procedures, and internal audits.
Personnel engaged in derivative transactions and confirmation/settlement operations must not hold concurrent positions.
Personnel responsible for risk measurement, supervision, and control should belong to different departments than those mentioned above and should report to the Board of Directors or senior management who are not responsible for trading or position decisions.
Positions held in derivative transactions should be assessed at least weekly; however, hedging transactions necessary for business operations should be assessed at least twice monthly, and the assessment report should be submitted to senior management authorized by the Board of Directors.

(VI) Product Risk Management

Internal trading personnel should possess complete and accurate professional knowledge of financial products and require banks to fully disclose risks to avoid misuse of financial products. (VII) Legal Risk Management: Documents signed with financial institutions should be reviewed by specialized personnel in foreign exchange and legal affairs or legal counsel before formal signing to avoid legal risks.

Internal Audit System

(I) Internal auditors should regularly review the adequacy of internal controls over derivatives trading and conduct monthly audits of the trading department's compliance with procedures for handling derivatives trading, preparing audit reports. If any significant violations are discovered, the audit committee should be notified in writing.
(II) Internal auditors should submit their audit reports, along with the annual audit findings, to the Securities and Futures Commission (SFC) by the end of February of the following year, and report any improvements made to any irregularities by the end of May of the following year, in accordance with the SFC's regulations.

Regular Assessment Methods

(I) The Board of Directors shall authorize senior management to regularly supervise and assess whether derivative transactions are conducted in accordance with the company's established trading procedures, and whether the risks undertaken are within the permissible range. In the event of any abnormalities in the market valuation report (such as holdings exceeding loss limits), the Board of Directors shall be notified immediately, and appropriate measures shall be taken.
(II) Positions held in derivative transactions shall be assessed at least weekly; however, hedging transactions undertaken for business purposes shall be assessed at least twice monthly. The assessment report shall be submitted to senior management authorized by the Board of Directors.

Article 21 The Board of Directors shall supervise and manage the company's derivative transactions in accordance with the following principles:

Designate senior management to pay close attention to the supervision and control of derivative transaction risks.
Regularly assess whether the performance of derivative transactions aligns with the established business strategy and whether the risks undertaken are within the company's permissible range.

Senior management authorized by the Board of Directors shall manage derivative transactions in accordance with the following principles:

Regularly assess the appropriateness of currently used risk management measures and ensure that derivative transactions are handled in accordance with this procedure and the company's established procedures for handling derivative transactions.
Monitor transactions and profit and loss. If any abnormalities are discovered, necessary countermeasures shall be taken, and the Board of Directors shall be notified immediately. If independent directors have been appointed, they shall be present at the Board meeting and express their opinions.

When the Company engages in derivative transactions, and authorizes relevant personnel to handle such transactions in accordance with the established procedures for handling derivative transactions, a report shall be submitted to the most recent Board of Directors meeting afterward.

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Article 22 The Company shall establish a register for the management of derivative transactions, detailing the types and amounts of such transactions, the date of Board approval, and matters requiring careful assessment under Article 20, Paragraph 4, Paragraph 2 of the preceding Article, and Paragraph 1 of the preceding Article.

The company's internal auditors shall regularly review the adequacy of internal controls over derivatives trading and audit the trading department's compliance with procedures for handling derivatives trading on a monthly basis, preparing audit reports. If any significant violations are discovered, the audit committee shall be notified in writing.

Section Five: Mergers, Divisions, Acquisitions, and Share Transfers

Article 23: Before convening a board resolution for a merger, division, acquisition, or share transfer, the company shall engage an accountant, lawyer, or securities underwriter to provide an opinion on the reasonableness of the share exchange ratio, acquisition price, or the distribution of cash or other assets to shareholders, and submit this opinion to the board for discussion and approval. However, the aforementioned opinion on reasonableness may be waived for mergers between the company and its wholly-owned subsidiaries, or mergers between subsidiaries in which the company directly or indirectly holds 100% of the issued shares or total capital.

Article 24 The company participating in a merger, division, or acquisition shall prepare a public document to shareholders before the shareholders' meeting detailing the important terms and related matters of the merger, division, or acquisition. This document, along with the expert opinion mentioned in paragraph 1 of the preceding article and the notice of the shareholders' meeting, shall be delivered to shareholders as a reference for their decision on whether to approve the merger, division, or acquisition. However, this does not apply if a shareholders' meeting is exempted from resolution of the merger, division, or acquisition under other laws.

If, due to insufficient attendance, voting rights, or other legal restrictions, a shareholders' meeting of any of the participating companies cannot be convened or a resolution is passed, or if a resolution is rejected by the shareholders' meeting, the participating company shall immediately publicly explain the reasons for the failure, the subsequent procedures, and the expected date of the next shareholders' meeting.

Article 25 Unless otherwise stipulated by law or with prior approval from the Financial Supervisory Commission due to special circumstances, the participating companies in a merger, division, or acquisition shall convene a board meeting and a shareholders' meeting on the same day to resolve matters related to the merger, division, or acquisition.

Unless otherwise stipulated by law or with prior approval from the Financial Supervisory Commission due to special circumstances, companies participating in share acquisitions shall convene a board meeting on the same day.

Listed companies or companies whose shares are traded on securities brokerage premises and which participate in mergers, splits, acquisitions, or share acquisitions shall keep a complete written record of the following information for five years for audit purposes:

Basic information of personnel: including the titles, names, and identity card numbers (or passport numbers if foreigners) of all persons involved in or executing the merger, split, acquisition, or share acquisition plan before the announcement of the information.
Dates of important events: including the dates of signing letters of intent or memorandums of understanding, engaging financial or legal advisors, signing contracts, and board meetings.
Important documents and minutes: including documents related to the merger, split, acquisition, or share acquisition plan, letters of intent or memorandums of understanding, important contracts, and board meeting minutes.

Companies involved in mergers, divisions, acquisitions, or share transfers that are listed or whose shares are traded on securities firms' premises shall, within two days of the date of the board resolution, submit the information in paragraphs one and two of the preceding paragraph to the Financial Supervisory Commission (FSC) in accordance with the prescribed format via the internet information system for record-keeping.

If any company involved in a merger, division, acquisition, or share transfer is not a listed company or whose shares are traded on securities firms' premises, the listed company or whose shares are traded on securities firms' premises shall enter into an agreement with it and comply with the provisions of the preceding two paragraphs.

Article 26 All persons involved in or aware of a company's merger, division, acquisition, or share transfer plan shall provide a written confidentiality commitment, promising not to disclose the details of the plan to any third party before the information is made public, and not to buy or sell, either directly or through another person, any shares or other equity securities of any company related to the merger, division, acquisition, or share transfer.

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Article 27 When this company participates in a merger, division, acquisition, or share transfer, the share exchange ratio or acquisition price shall not be arbitrarily changed except in the following circumstances, and the circumstances under which such changes are permitted shall be stipulated in the merger, division, acquisition, or share transfer agreement:

Cash capital increases, issuance of convertible bonds, grants, issuance of bonds with warrants, preferred shares with warrants, warrants, and other securities with equity characteristics.
Actions affecting the company's financial operations, such as the disposal of significant company assets.
Events affecting the company's shareholders' equity or securities prices, such as major disasters or significant technological changes.
Adjustments to the repurchase of treasury shares by any party participating in the merger, division, acquisition, or share transfer in accordance with the law.
Changes in the number or number of participating entities in the merger, division, acquisition, or share transfer.
Other conditions that are permitted to be changed and have been publicly disclosed, as stipulated in the agreement.

Article 28 When this company participates in a merger, division, acquisition, or share transfer, the contract shall specify the rights and obligations of the participating company and shall include the following:

Handling of breach of contract.
Principles for handling equity securities or repurchased treasury shares issued before the company is dissolved or divided due to the merger.
The quantity of treasury shares that the participating company may legally repurchase after the share exchange ratio calculation benchmark date and the principles for handling such repurchase.
Handling of changes in the number or number of participating entities.
Expected progress and completion schedule of the plan.
Procedures for handling situations where the plan is not completed on schedule, including the scheduled date for a shareholders' meeting required by law.

Article 29 If any party to a merger, division, acquisition, or share transfer intends to engage in another merger, division, acquisition, or share transfer with other companies after the information has been made public, the participating companies shall be exempt from convening a new shareholders' meeting unless the number of participating companies decreases and the shareholders' meeting has resolved and authorized the board of directors to change the powers. In such cases, all procedures or legal acts already completed in the original merger, division, acquisition, or share transfer shall be repeated by all participating companies.

Article 30 If any of the companies participating in a merger, division, acquisition, or share transfer is not a publicly traded company, the Company shall enter into an agreement with it and proceed in accordance with Articles 25, 26, and the preceding article.

Chapter Three Information Disclosure

Article 31 In the following circumstances, when the Company acquires or disposes of assets, it shall, according to the nature and prescribed format, publish and report the relevant information on the website designated by the Financial Supervisory Commission within two days from the date of the event:

Acquiring or disposing of real estate or its right-to-use assets from related parties, or acquiring or disposing of other assets besides real estate or its right-to-use assets with related parties, 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 purchase and sale of domestic government bonds, bonds with buy-back or sell-back conditions, or the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises.
Conducting mergers, divisions, acquisitions, or share transfers.
Losses from derivative transactions reaching the maximum amount of total or individual contract losses stipulated in the prescribed handling procedures.
IV. Acquiring or disposing of equipment or its right to use assets for business purposes, provided that the counterparty is not a related party, and the transaction amount meets one of the following criteria:

(i) For publicly listed companies with paid-in capital of less than NT$10 billion, the transaction amount exceeds

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NT$500 million.

(ii) For publicly listed companies with paid-in capital of NT$10 billion or more, the transaction amount exceeds NT$1 billion.

V. For companies engaged in construction business, acquiring or disposing of real estate or its right to use assets for construction purposes, provided that the counterparty is not a related party, and the transaction amount exceeds NT$500 million; where the paid-in capital exceeds NT$10 billion, and the company disposes of real estate in completed self-constructed projects, provided that the counterparty is not a related party, the transaction amount exceeds NT$1 billion.

VI. Acquiring real estate through self-construction, leased construction, joint construction of separate units, joint construction of profit sharing, or joint construction of separate sales, provided that the counterparty is not a related party, and the company's expected investment in the transaction exceeds NT$500 million. VII. Asset transactions, financial institutions' disposal of claims, or investments in mainland China, excluding those listed in the preceding six clauses, where the transaction amount exceeds 20% of the company's paid-in capital or NT$300 million. However, the following situations are exempt from this restriction:

(I) Buying or selling domestic government bonds or foreign government bonds with a credit rating no lower than Taiwan's sovereign rating.

(II) For investors as professionals, buying or selling securities on stock exchanges or securities firms' business premises; subscribing to foreign government bonds or issuing ordinary corporate bonds and general financial bonds (excluding subordinated bonds) not involving equity in the primary market; subscribing to or buying back securities investment trust funds or futures trust funds; subscribing to or selling back index-invested securities; or securities subscribed to by securities firms as underwriters or as recommending securities firms for emerging stock companies in accordance with the regulations of the Taiwan Securities Exchange.

(III) Buying or selling bonds with buy-back or sell-back conditions; subscribing to or buying back money market funds issued by domestic securities investment trust companies. The transaction amounts mentioned above shall be calculated as follows:

Amount of each individual transaction.
Amount of transactions involving the acquisition or disposal of the same type of asset with the same counterparty within one year.
Amount of acquisition or disposal (acquisition and disposal are accumulated separately) of the same development project's real estate or its right-to-use assets within one year.
Amount of acquisition or disposal (acquisition and disposal are accumulated separately) of the same marketable security within one year.

The "one year" mentioned above is calculated retroactively to the date of this transaction. Amounts already announced in accordance with this procedure are exempt from further calculation.

The Company shall, monthly, submit information on its and its subsidiaries' (excluding domestic publicly listed companies) derivative transactions as of the end of the previous month, in the prescribed format, to the information reporting website designated by the Financial Supervisory Commission by the 10th of each month.

If any items required to be announced by the Company are incorrect or incomplete and require correction, the Company shall re-announce and report all items within two days from the date of becoming aware of the error.

When the Company acquires or disposes of assets, it shall keep the relevant contracts, minutes, registers, valuation reports, and opinions from accountants, lawyers or securities underwriters at the Company for at least five years, unless otherwise required by law.

Article 32 Following the announcement of a transaction by the Company in accordance with the preceding article, if any of the following circumstances occur, the Company shall, within two days from the date of the event, make an announcement on the website designated by the Financial Supervisory Commission:

The relevant contracts signed in the original transaction are amended, terminated, or dissolved.
The merger, division, acquisition, or share transfer is not completed according to the scheduled timeframe stipulated in the contract.
The content of the original announcement is amended.

Chapter IV Supplementary Provisions

Article 33 (Deleted)

Article 33-1 (Deleted)

Article 34 If a subsidiary of the Company is not a domestic entity of the Company, and its acquisition or disposal of assets falls under the circumstances requiring announcement as stipulated in the preceding chapter, the Company shall be responsible for such announcement.

The provisions regarding paid-in capital or total assets applicable to the announcement standards of Article 31, Paragraph 1 for subsidiaries mentioned above shall be based on the Company's paid-in capital or total assets.

Article 35 The provision of 10% of total assets in this standard shall be calculated based on the total assets amount in the most recent individual or separate financial report as stipulated in the Financial Reporting Preparation Standards for Securities Issuers.

For company shares without par value or with a par value not exceeding NT$10 per share, the provision of 20% of paid-in capital in this standard shall be calculated as 10% of the equity attributable to the parent company's owners; the provision of paid-in capital reaching NT$10 billion in this standard shall be calculated as NT$20 billion of the equity attributable to the parent company's owners.

Article 36 This procedure shall be implemented only after obtaining the consent of more than half of all members of the Audit Committee, then approval by the Board of Directors, and finally approval by the Shareholders' Meeting. Amendments shall follow the same procedure.

If the preceding paragraph does not receive the consent of more than half of all members of the Audit Committee, it may be implemented with the consent of more than two-thirds of all directors. The resolution of the Audit Committee shall be recorded in the minutes of the Board meeting. If any director expresses dissent and there is a record or written statement, the company shall submit the dissent to the Shareholders' Meeting for discussion.

The term "all members of the audit committee" and "all directors" as used in the preceding two paragraphs refers to those actually in office.

If an independent director has been appointed in accordance with this Act, when submitting this procedure to the board of directors for discussion in accordance with the preceding paragraph, the opinions of each independent director should be fully considered. Any objections or reservations from independent directors should be recorded in the minutes of the board meeting.

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Appendix IX

Current Shareholding of Directors

(I) - Directors shareholding status table

The minimum number of shares held by all directors and the detailed list of the number of shares held by the shareholder register

Job title	Number of shares to be held	Number of shares registered in the register of shareholders
Director	9,918,623	44,129,674

Closing date of transfer of ownership: April 18, 2026

(II) - Director's shareholding list

Job title	Name	Number of shares registered in the register of shareholders
Chairman	MAO YUAN LI	12,235,873
Director	JIAN CHUN FANG	12,335,643
Director	XIUHUI LI WANG	6,869,398
Director	Y.C.C. PARTS MFG. CO., LTD.	6,637,000
Director	HEHAN INVESTMENT CO., LTD.	6,051,760
Independent Director	DAWEI WANG	0
Independent Director	DECAI ZHENG	0
Independent Director	QING EN PENG	0
Independent Director	HOU DE CHEN	0

Closing date of transfer of ownership: April 18, 2026

AI assistant

GORDON AGM Information 2026

51847_rns_2026-05-15_a27fbcf6-13f3-485d-9407-9b940b45f2f2.pdf

Table of Contents

I. Company's 2025 Financial Report

A Sales

B. Production

(A). Production Volume

(B). Research and Development

C. Factors Affecting the Overall Economic Environment

Proposals

Discussion

Extemporary Motions

Adjournment

Audit procedures in response

Description of key audit matters

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

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Notice to Readers

Attachment II

Chapter 4 Directors

Chapter 5 Managers

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

Article 10: (Discussion of proposals)

Article 11: (Shareholder speech)

Appendix III

Gordon Auto Body Parts Co., LTD.

"Procedures for Asset Acquisition & Disposal"(Before revision)

Chapter 1 General Provisions

Article 19-1: Procedures for Acquiring or Disposing of Derivatives

(V) Operational Risk Management

(VI) Product Risk Management

Internal Audit System

Regular Assessment Methods

Chapter Three Information Disclosure

Appendix IX

Current Shareholding of Directors

AI assistant

GORDON — AGM Information 2026

51847_rns_2026-05-15_a27fbcf6-13f3-485d-9407-9b940b45f2f2.pdf

Table of Contents

I. Company's 2025 Financial Report

A Sales

B. Production

(A). Production Volume

(B). Research and Development

C. Factors Affecting the Overall Economic Environment

Proposals

Discussion

Extemporary Motions

Adjournment

Audit procedures in response

Description of key audit matters

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

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Notice to Readers

Attachment II

Chapter 4 Directors

Chapter 5 Managers

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

Article 10: (Discussion of proposals)

Article 11: (Shareholder speech)

Appendix III

Gordon Auto Body Parts Co., LTD.

"Procedures for Asset Acquisition & Disposal"(Before revision)

Chapter 1 General Provisions

Article 19-1: Procedures for Acquiring or Disposing of Derivatives

(V) Operational Risk Management

(VI) Product Risk Management

Internal Audit System

Regular Assessment Methods

Chapter Three Information Disclosure

Appendix IX

Current Shareholding of Directors

More from GORDON

GORDON AGM Information 2026