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HSC AGM Information 2026

Apr 24, 2026

52143_rns_2026-04-24_efba9ef8-07a0-45a1-9ecf-add6698f9060.pdf

AGM Information

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Stock Code: 2534

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宏政建設股份有限公司
HUNG SHENG CONSTRUCTION CO., LTD.

2026 Annual Shareholders' Meeting

Meeting Handbook
(Translation)

May 26, 2026


Content

I. Meeting Procedure ... 1

II. Meeting Agenda

  • Report Items ... 3
  • Proposed Items ... 5
  • Election matters ... 8
  • Other motions ... 12
  • Other Business and Special Motion ... 13

III. Attachments

  1. Business report ... 14
  2. Audit Committee’s Report ... 21
  3. Independent Auditor’s Report ... 22
  4. Details of Directors’ Shareholdings ... 43

IV. Appendices

  1. Rules of Procedure for Shareholders’ Meeting ... 44
  2. Articles of Incorporation ... 48
  3. Procedures for Election of Directors ... 55

Hung Sheng Construction Co., Ltd
Agenda for the 2026 Annual General Meeting

Method: Physical shareholders' meeting

Time: 09:00 am; Tuesday, May 26, 2026

Location: Capital Securities Corporation Training Room; 11F, No. 156, Section 3, Minsheng East Road, Taipei

Meeting Procedure:

I. Reporting shareholding of presenting shareholders and commencing the meeting

II. Chairperson's speech

III. Report Items

(I) 2025 Business Report
(II) Audit Committee's Review Report on 2025 Financial Statements, Business Report, and Earnings Distribution Proposal.
(III) 2025 Distribution of Employees and Board Directors Remuneration
(IV) Report on Related Party Transactions in 2025.
(V) Endorsements and Guarantees Report

IV. Proposed Items

(I) The Company's 2025 Business Report and Financial Statements for approval.
(II) The Company's 2025 Statement of Earnings Distribution for approval.

V. Election matters

(I) Election of the Company's 14th Board of Directors. Please vote.

VI. Other motions

(I) Lifting of the non-compete restrictions on the new directors and their representatives. Please resolve.

  • 1 -

  • 2 -

VII. Other Business and Special Motion

VIII. Adjourned


Report Items

Report 1

Agenda: 2025 Business Report.

Explanation: 2025 Business report (please refer to p. 14-20 of the Attachment 1)

Report 2

Agenda: Audit Committee’s Review Report on 2025 Financial Statements, Business Report, and Earnings Distribution Proposal.

Explanation: Audit Committee’s Review Report (please refer to p. 21 of the Attachment 2).

Report 3

Agenda: 2025 Distribution of Employees and Board Directors Remuneration.

Explanation:

  1. Distribute in accordance with the Article 20 of the Articles of Incorporation.
  2. The amount of income before tax after deducting the employees’ and directors’ remuneration in 2025 is NT$988,912,212. The remuneration to non-executive employees shall account for 60% of the total employee remuneration. In addition, 0.5% is appropriated as directors’ remuneration, amounting to NT$4,944,561. Both the employee remuneration and directors’ remuneration shall be distributed in cash.

Report 4

Agenda: Report on Related Party Transactions in 2025, please kindly review.

Explanation: The Company had no material related party transactions in 2025.

Report 5

Agenda: Endorsements and Guarantees Report.

Explanation: The Company did not engage in any endorsements or guarantees for others in 2025.

  • 4 -

Proposed Items

Discussion 1
(by the Board of Directors)

Agenda: The Company's 2025 Business Report and Consolidated Financial Statements for approval.

Explanation:

  1. The 2025 standalone financial statements and consolidated financial statements of the Company (please refer to page 22 to 42 of the Attachment 3) were audited by the accountants Hsieh, Tung-Ju and Chiu, Meng-Chieh CPA of Deloitte and Touche, together with the business report and the Statement of Earnings Distribution were sent to the Audit Committee and the review was completed. They are hereby submitted to the shareholders' meeting for recognition (please refer to page 21 of the Attachment 2).

  2. Resolution subject to the approval of the 24th Meeting of the 13th Session of the Board of the Company on March 4, 2026.

  3. Reported for recognition

Resolution:

  • 5 -

Proposal 2

(by the Board of Directors)

Agenda: The Company's 2025 Statement of Earnings Distribution for approval.

Explanation:

  1. The Company's 2025 Statement of Earnings Distribution has proposed to have shareholders be entitled to a cash dividend of NT$1.5 per share, totaling NT$ 711,341,955 out of the annual distributable earnings of NT$ 6,030,819,795. As it was rounded down to the nearest NTD, the fractional balance of dividends less than NT$1 will be summed up and recognized as other income of the Company.

  2. In the event that the number of outstanding shares is affected by a change in the share capital of the Company, due to modification of distribution by the competent authority hereafter, repurchase of Company's share, transfer of treasury stocks to employees or cancellation of it, or the issuance of share subscription warrant to employees, and an amendment to the shareholder's cash dividend ratio is therefore required, it is proposed that the shareholders' meeting authorize the Board of Directors to exercise full authority in accordance with the Company Act or other related laws and regulations.

  3. The distribution of dividends shall be subject to the approval of the General Shareholders' Meeting and the Chairperson will be authorized to determine the ex-dividend date and related matters.

  4. The Earnings Distribution Table subject to the approval of the 24th Meeting of the 13th Session of the Board is as follows:

Resolution:


Hung Sheng Construction Co., Ltd
Earnings Distribution Table
Year 2025
Unit: NTD

Item Amount
Undistributed earnings at the beginning of the term 5,157,115,540
Plus: net profits after tax of the current period and the amount of items other than the net profits of the current period calculated in the undistributed earnings of the year 977,190,956
Less: legal reserves (97,719,096)
Less: reversed special reserve (5,767,605)
Distributable earnings 6,030,819,795
Less: distributed items
Shareholder dividends
Cash dividends@ $1.5 per share (711,341,955)
Undistributed earnings at the end of the term 5,319,477,840

Chairperson:
Manager:
Accounting Supervisor:

  • 7 -

Election matters

Election Case 1

(by the Board of Directors)

Agenda: Election of the Company's 14th Board of Directors. Please vote.

Explanation:

  1. The term for the Company's 13th Board of Directors will expire on June 20, 2026. A re-election shall thus be held during this shareholders' meeting according to laws.

  2. There are 7 seats of directors of the 14th Board of Directors for the election (including 3 seats of independent directors). The tenure begins from May 26, 2026 till May 25, 2029 for three years. The original directors of the 13th Board of Directors will be discharged in advance upon conclusion of the current Annual Shareholders' Meeting.

  3. The Company's election of directors adopts the candidate nomination system. The shareholders shall select the directors and independent directors from the candidates list. The list of names for these candidates was reviewed and approved at the 26th Meeting of the 13th Session of the Board. The education, experiences and other information of the candidates are as shown in the table below:

Candidates name list Education Experiences Current position
Director Yu Bau Enterprise Co., Ltd.
Representatives: Lin, Shin-Chin Department of Laws, National Taiwan University Secretary General of New Taipei City Council Chairperson of Hung Sheng Construction Co., Ltd.
Yu Bau Enterprise Co., Ltd.
Representatives: Wu, Chien-Jen Department of Laws, National Taiwan University Judge of Taiwan Taipei District Court, Judge of Taiwan High Court, Division Chief Judge of Taiwan High Court Kaohsiung Branch Court, Division Chief Judge of 1. Director of Hung Sheng Construction Co., Ltd.
2. Director of ANJIA International Enterprise Co., Ltd.

Candidates name list Education Experiences Current position
Independent directors Wang Hsing Enterprise Co., Ltd.
Representatives: Chou, Wern-Bin Master of Science in Architectural Studies, Massachusetts Institute of Technology (MIT) Taiwan High Court 1. Director of Hung Sheng Construction Co., Ltd.
2. Principal Architect of Chou, Wen-Pin Architect Firm
Wang Hsing Enterprise Co., Ltd.
Representatives: Wang, Chien-Lin Department of Accounting, Ming Chuan University Finance Manager, Green Heaven Investment Limited Taiwan Branch; Assistant Manager of Audit Department, Jian Hong CPAs Firm 1. Director of Hung Sheng Construction Co., Ltd.
2. Responsible Person, Hong Sheng Industrial Co., Ltd.
3. Responsible Person, Tai Chun Investment Co., Ltd.
4. Responsible Person, Chuan Yi Construction Co., Ltd.
5. Supervisor, Zhen Hui Industrial Co., Ltd.
6. Supervisor, Chuan Yi Investment Co., Ltd.
7. Supervisor, Hong Tsung Industrial Co., Ltd.
8. Supervisor, Rui Cheng Construction Co., Ltd.
9. Supervisor, Fu Ding Investment Co., Ltd.
10. Supervisor, Chia-Sen Construction Co., Ltd.
Lee, Ming-Shiuan Master of Science in Accountancy, University of Illinois Urbana-Champaign
Master of Science in Vice President of PricewaterhouseCoopers (PwC) Taiwan, Independent Director of Taiwan Fertilizer Co., Ltd., Vice-President of Finance and Spokesperson of Kingpak Technology Inc., CPA of Taiwan, 1. Independent Director of Hung Sheng Construction Co., Ltd.
2. Chief Finance Officer, Hukui Biotechnology Co., Ltd.
3. Chief Supervisor / Independent Supervisor, Agricultural Bank of Taiwan Co., Ltd.
  • 9 -

Candidates name list Education Experiences Current position
Accounting, National Taiwan University Bachelor of Science in Accounting, Department of Accounting, National Taiwan University Registered CPA of Illinois, USA 4. Independent Director, Koryo Co., Ltd.
5. Independent Director, A-Spine Asia Co., Ltd.
6. Certified Public Accountant, Ming Da Certified Public Accountants
Liu, Hung-Tien Department of Civil Engineering, Chung Yuan Christian University Technical Supervisor, New Taipei City Government; Director-General, Urban and Rural Development Department, New Taipei City Government; Deputy Secretary-General, New Taipei City Government; Deputy Director-General, Public Works Department, New Taipei City Government; Director-General, Public Works Bureau, Taipei County Government None
Lee, Su-Lan Master's Degree, Department of Political Science, College of Social Sciences, National Counselor, New Taipei City Government Deputy Director-General, Land Administration Department, New Taipei City Government None
  • 10 -

Candidates name list Education Experiences Current position
Taiwan University
  1. Please elect.

Election results:

  • 11 -

  • 12 -

Other motions

Other motion 1

(by the Board of Directors)

Agenda: Lifting of the non-compete restrictions on the new directors and their representatives. Please resolve.

Explanation:

  1. According to Article 209 of the Company Act, directors who act for themselves or others within the company's business scope shall explain the important content of their actions to and obtain permission from the shareholders' meeting.

  2. If the newly-elected directors (including independent directors) are engaged in competing circumstances, under the premise of not harming the Company's interests, hereby, propose to the shareholders annual general meeting to have the said non-compete restriction lifted for the newly-elected directors listed below up till the end of the 14th term of the board.

Category Name of candidate Name of other companies concurrently working for and the position
Director Wu, Chien-Jen Director of ANJIA International Enterprise Co., Ltd.
Director Wang, Chien-Lin Responsible Person, Hong Sheng Industrial Co., Ltd.
Responsible Person, Tai Chun Investment Co., Ltd.
Responsible Person, Chuan Yi Construction Co., Ltd.
Supervisor of Zhen Hui Industrial Co., Ltd.
Supervisor, Chuan Yi Investment Co., Ltd.
Supervisor, Hong Tsung Industrial Co., Ltd.
Supervisor, Rui Cheng Construction Co., Ltd.
Supervisor, Fu Ding Investment Co., Ltd.
Supervisor, Chia-Sen Construction Co., Ltd.

Resolution:


  • 13 -

Other Business and Special Motion

Adjourned


Attachment 1

Hung Sheng Construction Co., Ltd Business report

I. 2025 Operating results:

(I) The Implementation Results of Business Plan:

In 2025, the projects under construction were "Shipai Project," "Quenching White" and "Holding White" in Taipei City.

The completed units at "Hongsheng Water Palace" in Tamsui District, New Taipei City, were closed for sale; the pre-sale units at "Hung Sheng the Origin of Life" in Xindian District were sold out and delivered in the second quarter; the completed units at "Hung Sheng Heart" were still available for sale; the units at "Holding White" were sold out, while the units at "Quenching White" were almost sold out; the units at "Hung Sheng International Financial Center" on Nanjing East Road, Taipei City, have all been leased; the units at "Hung Sheng Ocean III" in Tamsui District, New Taipei City, were still available for lease and sale.

The consolidated revenue for the year 2025 was $4,741,072 thousand, composed of sales revenue from projects "Hung Sheng Ocean III" and "Hongsheng Water Palace" in Tamsui District, "Hung Sheng Heart" in Xizhi, New Taipei City, and "Hung Sheng the Origin of Life" in Xidian, New Taipei City, as well as rental income and subsidiaries' construction revenue.

(II) Implementation of Consolidated Operation:

Unit: NTD thousand

Item Amount
Net operating revenues 4,741,072
Operating costs 2,803,813
Gross profits 1,937,259
Operating expenses 738,313
Operating profits 1,198,946
Non-operating income and expenses (219,789)
Net profits before tax 979,157
Income tax expense (4,725)
Net profits for the period 974,432

(III) Consolidated Income and Expenditure & Profitability Analysis:

  1. Income and Expenditure:

The Company's interest income including that from the bank deposit, in the year 2025 amounted to NTD16,682 thousand, and the total interest expense was NTD258,348 thousand, of which NTD110,388 thousand were capitalized.

  1. Profitability Analysis:

Unit: NTD thousand

Item 2025 2024 Increase / decrease in current year
Operating profits (losses) 1,198,946 512,790 686,156
Non-operating income and expenses (219,789) (182,830) (36,959)
Net profits (losses) before tax 979,157 329,960 649,197
Net profits (losses) after tax 974,432 297,856 676,576
Item 2025 2024
--- --- ---
Return on assets (%) 3.7 1.57
Return on equity (%) 6.58 2.04
Ratio of income before tax to paid-in capital (%) 20.65 6.96
Net profit margin (%) 20.55 14.13
Earnings per share (NTD) 2.06 0.63

(IV) Operating Policy of the Company:

  1. In Grasp of the Market, Creating Sales Performance

Return to owner-occupancy and a focus on long-term value. In 2025, the housing market will experience structural adjustments due to ongoing policy regulation. This includes the official launch of "Housing Tax 2.0," which increases holding costs for multi-home owners and aims to curb short-term housing speculation and hoarding. Simultaneously, continued credit controls are fostering a more prudent financial environment, directing market funds toward homebuyers with genuine housing needs. In addition, the "New Youth Home Ownership Loan" policy has been confirmed to be extended until July 31, 2026. The government is also expected to plan a New Youth Security 2.0 program, indicating that the policy direction remains focused on supporting first-time homebuyers and those seeking to start a family.

Under the aforementioned policy background, investment buying has clearly subsided, and the market has officially shifted its focus to first-time homebuyers, owner-occupiers, those trading up, and long-term investors. The overall trading volume remains relatively conservative, with buyers taking longer to make decisions. Price trends are diverging across


regions, and prime locations offering convenient transportation, robust amenities, and unique product features continue to exhibit relative price stability.

In response to changes in the market and policy landscape, the Company will increasingly focus on the core of its products and their long-term residential value. This focus extends to all aspects – from site conditions and lifestyle to public amenities and community building – all centered around the needs of homeowners. In the future, our project strategy will focus on careful planning and precise positioning. We will build long-term relationships with residents by strengthening community amenities and prioritizing human-centered and environmentally harmonious design. We aim to steadily achieve resilient operational results in a market environment characterized by clear policy direction and a healthy demand structure.

2. Continue to Purchase Land Resources

The limited land resources in Taipei City have resulted in stable housing prices within densely populated districts in Taipei, and attracted clients with backgrounds of more similar attributes; thus, in order to build up the basis for development in the medium to long run, the Company will seek for good sites in the Greater Taipei area and continues to purchase land resources.

3. Improve the Planning and Designing of Products

In addition to enhancing the design and the planning of living spaces, a special task group was formed and has proposed a planning concept of "GoodHouse/A.I. Building" in response to Taiwan people's needs and their perception of a house, which were expected to have reasonable profit generated for the Company.

4. Maintain Construction Quality and Keep the Progress Under Control

Our operating principles include focusing on construction safety, improving construction quality, taking responsibility and accurately controlling the construction schedules, researching advanced and new construction methods, and generating high economic benefits with high efficiency. Our mission is to complete construction projects on time, with high quality, and within budget. Reduce the post-sales service expenses to increase the profit margin of the company.

5. Enhance the Research on the Reduce of Construction Cost

Despite the severe challenges of insufficient labor and raw materials, we will maintain our original mission objectives and collaborate with third-party manufacturers to jointly overcome the obstacles. The increase in bulk raw materials and the soaring wages due to worker shortages have resulted in higher construction costs. Construction projects must be closely monitored, and engineering technologies must be optimized to cope with this dilemma. We must implement standard operating procedures to improve production efficiency for construction projects while ensuring quality and reducing project costs.

  • 16 -

We have instructed public works units to strengthen the R&D on the various factors affecting construction costs, such as construction technology, structural design, value engineering, bulk material procurement and timing, and contracting methods. The goal is to provide effective cost-reduction solutions and control construction costs.

  1. Deploy for the Opportunities to Engage in Urban Regeneration

In the face of a competitive market with fierce competition for private land acquisition and rising development costs, the Company has actively pursued government-led urban renewal projects and MRT Land Development Case and other public-private partnership development models. By participating in government-led renewal and construction projects, it aims to expand its sources of diversified and large-scale land and development opportunities. This type of project not only improves land acquisition efficiency, but also leverages the Company's expertise in planning, construction, and operation management to mitigate single-project risk and strengthen its track record and brand visibility in urban renewal and public construction.

  1. People focused, our brand core value

Our commitment to people constantly drives us to combine and apply innovative technologies to provide housing of good quality and safety to our customers. We are devoted to becoming a leader in technology in the architectural industry and all the more to becoming a benchmark company as a happy enterprise giving back to society. In achieving this vision, the Company organizes its internal employees through Project Base Learning (PBL) to explore and explain actual problems by project method. The objective is for the company and employees to grow together through a series of self-learning process of analysis, inspire design, and create strategies. We act together gradually moving towards the company vision.

  1. Placing values in Environment, Social, Governance (ESG) sustainable development

With the common goal of achieving net-zero emissions globally by 2050, the Company is also participating by assembling a task force to launch a greenhouse gas inventory in order to meet the short-, mid-, and long-term carbon reduction goals of the government. While ensuring stable growth of sales, the Company also incorporates its ESG philosophy into the green building design to reduce waste generated from the construction process and boost the resource recycling and reuse mechanism.

Meanwhile, the Company also internally takes initiatives to introduce green office management and energy-saving facilities. Through employee education and awareness improvement, the Company intensifies its commitment to sustainable development. In the meantime, we assess the risks and challenges of energy transition with caution to ensure the Company finds a balance between environmental sustainability and business stability.

  • 17 -

In order to further contribute to the protection of the environment and ecology, the Company initiated the "Adopt-a-Tree program" and promoted the "10-year plan to protect Tianxi for the general public's participation. With the physical actions in protecting the natural environment, it realizes its corporate social responsibility and achieves long-term sustainability goals. In addition to the planting of bald cypress trees at the Danhai Section land lot No. 148, the Company also appoints ISA-certified arborists to instruct in tree protection, so that the trees can be well protected while various sustainability programs held in the Company will raise employees' awareness of sustainability.

  1. Danhai New Town area development as first priority

It is the Company's mission and responsibility in the creation of related commercial spaces in the Danhai New Town Center. Our goal is to revitalize the entire area to give new residents a more complete living space and public sphere with our active input in plannings and resources.

II. 2026 Business Plan:

(I) Business direction:

  1. Innovation: The Company's growth is driven not only by construction techniques, but also its forward-looking vision of service model and customer demand. The Company continues to explore innovative solutions to optimize the living experience and make every detail of a construction project meet the expectations for an ideal lifestyle of people in today's world. In each project, the Company strives to merge innovative thoughts and modern trend by building an aesthetic, functional and sustainable living space. Through the forward-looking design concept, the Company not only enhances customers' quality of life, but also offers a living environment that is comfortable, environmentally friendly, and human-centric so as to perfectly combine building and life quality.

  2. Quality: Commitment to outstanding quality is the foundation of Hung Sheng Construction. The Company takes responsibility for its customers and builds each project with stringent standards for material selection, construction techniques and design. The Company's core value is "People First," so it orientates itself toward customer demand and expectation to ensure high quality of each project. Such a philosophy is not only reflected in product quality, but has been incorporated into every detail from purchase to living, allowing customers to experience meticulous care from the comprehensive service. The Company attaches importance to the requirements of each customer and commits to providing high quality building solutions that meet modern lifestyles and expectations and to actualizing the best experience for ideal living.

  3. Service: On top of being a professional instructor and assistant during the sales stage, Hung Sheng Construction also acts as a partner during the entire construction and delivery period. Upholding the core value of "People First," the Company puts customers first at every

  4. 18 -


stage of a project, including early stage planning and design, construction, and maintenance after delivery. Oriented toward care and responsibility, it ensures an excellent living experience for every customer. The Company advocates the philosophy of "Service-driven Sales" by treating customer demand as the core driver of corporate development. Service is not merely an extension of sales but the foundation for long-term trust and cooperation. By providing delicate service, every customer will experience the living value and quality beyond their expectation..

(II) Expected sales volume and basis:

Launched sales projects:

(1) The units at "Hung Sheng International Financial Center" in the MRT Joint Development Building on Nanjing East Road, Taipei City have all been leased.
(2) 95% of the units at "Hung Sheng Ocean III" in Tamsui District, New Taipei City has been leased.
(3) The residential units at Hongsheng Water Palace, located in Tamsui District, New Taipei City, were sold out while the commercial units are released for lease.
(4) The residential units at Hung Sheng Ocean II, located in Tamsui District, New Taipei City, were sold out while the commercial units are released for lease.
(5) The pre-sale units at Hongsheng Quenching White, located in Zhongshan District, Taipei City, are about to sell out, and are currently under construction.
(6) The pre-sale units at Hongsheng Holding White, located in Neihu District, Taipei City, were sold out, and are currently under construction.
(7) The completed united at Hung Sheng Heart, located in Xizhi District, New Taipei City, is in good demand.

(III) Major production and sales policy:

  1. Enhance the Planning and Designing of Products:

In addition to enhancing the design and planning of living spaces, a special task group was formed and has proposed a planning concept of "GoodHouse/A.I. Building" in response to Taiwan people's needs and their perception of a house, which were expected to have reasonable profit generated for the Company.

With the spirit of Back to the Basics, Hung Sheng has thoroughly implemented the Good House design principle from the planning and design phases in the past and achieved remarkable results. We aim to fulfill the "people-oriented, customer-centered" spirit. We started our phase 2 transformation in 2023 to adopt the core service value of "Better Life" and lead the company to advance to another level.

  • 19 -

  1. Maintain Construction Quality and Keep the Progress Under Control:

Our operating principles include focusing on construction safety, improving construction quality, taking responsibility and accurately controlling the construction schedules, researching advanced and new construction methods, and generating high economic benefits with high efficiency. Our mission is to complete construction projects on time, with high quality, and within budget.

Requirements for construction and the enhancement of quality construction were carried out through an innovative and responsible approach, which reduced expenditures incurred from after-sale service and was expected to bring an increase in profitability for the Company.

  1. Enhance the Research on the Reduce of Construction Cost:

The increase in bulk raw materials and the soaring wages due to worker shortages have resulted in higher construction costs. Construction projects must be closely monitored, and engineering technologies must be optimized to cope with this dilemma. We must implement standard operating procedures to improve production efficiency for construction projects while ensuring quality and reducing project costs.

We have instructed public works units to strengthen the R&D on the various factors affecting construction costs, such as construction technology, structural design, value engineering, substitutability of value engineering building materials, bulk material procurement and timing, contracting methods, and visiting the competitors' products. The goal is to provide effective cost-reduction solutions, control construction costs, and avoid unnecessary expenses.

In view of drastic changes to the construction industry as a whole, Hung Sheng Construction will continue to drive consolidation of the "Integrated Project Delivery" (I.P.D.) program to create synergies from "Design & Building" and enhance the company's competitiveness by introducing cost and construction progress controls from as early as the design phase.

  1. Enterprise spirit in creating values:

With the management philosophy of "service, honesty and pragmatism" we care for the earth and serve the community, fulfill our corporate social responsibility, and pursue reasonable corporate profits in order to create core values, share with our customers, operate sustainably, and reward our shareholders and the public.

Chairman of the Board:
Manager:
Accounting Supervisor:


Attachment 2

Audit Committee’s Report

The Board of Directors has prepared the Company’s 2025 Financial Statements, Business Report, and Earnings Distribution Proposal. The 2025 Financial Statements have been audited by the CPA firm Deloitte and Touche and has been issued an audit report relating to the Financial Statements.

The aforementioned Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed and determined to be fairly presented as stated by the Audit Committee members.

According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To
Hung Sheng Construction Co., Ltd
2026 Annual Shareholders’ Meeting

Convener of the Audit Committee : Chang, Yao-Tsai
March 27, 2026

  • 21 -

Attachment 3

Auditor's Report

The Board of Director and Shareholders, Hung Sheng Construction Co., Ltd.

Audit Opinions

We have reviewed the consolidated balance sheet of Hung Sheng Construction Co., Ltd. and its subsidiaries ("Hung Sheng Group") as of December 31, 2025 and 2024 and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows, and notes to consolidated financial statements (including the summary of accounting policies) for the years ended December 31, 2025 and 2024.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hung Sheng Construction Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024; their consolidated financial performance and cash flows for the years then ended; in accordance with the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRICs), and SIC Interpretations (SICs) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis of Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements of Financial Institutions by 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 Unconsolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the

  • 22 -

audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

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

Key audit matters for the consolidated financial statements of Hung Sheng Group for the year ended December 31, 2025 are stated as follows:

Income from sale of property

For the year ended December 31, 2025, the Group generated $4,305,995 thousand in revenue from the sale of properties, accounting for 91% of the Group's total operating revenues. This figure is significant to the consolidated financial statements and represents one of the main income sources for the Group; therefore, we considered whether the revenue recognized from the sale of properties met the revenue recognition criteria as a key audit matter. Please refer to Notes 4 and 24 of the Consolidated Financial Statements.

Our audit procedures are summarized as follows:

  1. To understand and test the design and effectiveness of key internal controls over the sales cycle.
  2. To obtain the annual statement of the sale of properties: (1) randomly check the contracts signed by both parties to confirm the contract price and the subject of the transaction; (2) randomly check the registration date of the title transfer of the properties to verify that the title has been transferred to the buyer.

Other Matters

We have also audited the parent company only financial statements of Hung Sheng Construction Co., Ltd. as of and for the years ended December 31, 2025 and 2024, on which we have issued an unqualified audit report.

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

Management is responsible for preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and

  • 23 -

issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor's Responsibilities for the Audit of the Unconsolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the unconsolidated 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may be caused by fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these unconsolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We have also conducted the following tasks:

  1. Identify and assess the risk of material misstatement of the unconsolidated financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidences in order to be used as the basis for the audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

  3. 24 -


  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made at the management level.

  2. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the unconsolidated financial statements or, if such disclosures are inadequate, to modify our audit opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  3. Evaluate the overall presentation, structure and content of the unconsolidated financial statements, including the disclosures, and whether the unconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  4. Obtain sufficient and appropriate audit evidences for the financial information of individual entity of the Group and provide opinions on its respective unconsolidated financial statements. We handle the guidance, supervision and execution of the audit on the Group and are responsible for preparing the audit opinion for the Group.

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 the governance units with statements that we have complied with relevant matters that may reasonably be thought to bear on our independence, and we have also communicated with the governance units on all relationships and other matters, including relevant protective measure, that may be considered to affect the independence of auditors.

From the matters communicated with those charged with governance, we determine those matters that were of the most significance in the audit of the unconsolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless the law or regulations preclude public disclosure about the matter, or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report

  • 25 -

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

Deloitte and Touche
CPA Hsieh, Tung-Ju
CPA Chiu, Meng-Chieh

The reference number of the FSC approval letter
Jin Guan Zheng Shen Zi No. 1090347472

The reference number of the FSC approval letter
Jin Guan Zheng Shen Zi No. 1020025513

March 27, 2026

  • 26 -

Hung Sheng Construction Co., Ltd. and Subsidiaries

Consolidated Balance Sheet

December 31, 2025 and 2024

Unit: NTD thousand

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents (Notes 4 and 6) $ 1,084,051 4 $ 1,198,451 4
1110 Financial assets measured at fair value through profit or loss – current (Notes 4 and 10) - - 60,136 -
1140 Contract assets (Notes 4, 24 and 30) 51,553 - 50,860 -
1150 Notes receivable (Notes 4, 7 and 24) - - 236 -
1170 Accounts receivable – net (Notes 4, 7 and 24) 4,461 - 118,620 -
1200 Other receivables 30,316 - 13,397 -
1210 Other receivables – related parties (Note 30) 17,567 - - -
1220 Current tax assets (Notes 4 and 26) 13,504 - 8,498 -
130X Inventories (Notes 4, 8, 30 and 31) 14,095,656 45 14,500,425 45
1410 Prepayments 1,080,736 3 801,490 3
1476 Other financial assets (Notes 4 and 9) 370,582 1 327,500 1
1479 Other current assets 17,061 - 68,766 -
1480 Incremental costs of obtaining contracts (Notes 4 and 24) 134,570 - 299,280 1
11XX Total current assets 16,900,057 53 17,447,659 54
Non-current assets
1510 Financial assets measured at fair value through profit or loss - non-current (Notes 4 and 10) 108,675 1 104,737 -
1517 Financial assets at fair value through other comprehensive income or loss – non-current (Notes 4 and 11) 86,468 - 88,995 -
1550 Investments accounted for using equity method (Notes 4 and 13) 607,177 2 646,831 2
1600 Property, plant and equipment (Notes 4, 15 and 25) 6,371 - 5,698 -
1755 Right-of-use assets (Notes 4, 16, 25 and 30) 38,840 - 51,621 -
1760 Investment property (Notes 4, 17, 25 and 31) 13,551,227 43 13,625,307 42
1780 Intangible assets (Notes 4 and 25) 21,783 - 21,255 -
1920 Refundable deposits (Notes 18 and 30) 161,095 1 155,945 1
1975 Net defined benefit assets (Notes 4 and 22) 23,372 - 20,329 -
1990 Other non-current assets (Notes 4 and 19) 107,004 - 107,004 1
15XX Total non-current assets 14,712,012 47 14,827,722 46
1XXX Total assets $ 31,612,069 100 $ 32,275,381 100
Liabilities and Equity
Current liabilities
2100 Short-term loans (Note 20) $ 6,117,500 20 $ 5,360,000 17
2110 Short-term notes and bills payable (Note 20) 2,250,813 7 2,160,254 7
2130 Contractual liabilities (Note 24) 346,991 1 1,209,882 4
2150 Notes payable 239 - 408 -
2170 Accounts payable 329,252 1 420,468 1
2200 Other payables (Note 21) 859,706 3 850,177 3
2230 Current tax liabilities (Notes 4 and 26) 105 - 3,510 -
2280 Lease liabilities – current (Notes 4, 16, and 30) 12,775 - 12,469 -
2322 Long-term loans – current portion (Note 20) 2,616,600 8 800,000 2
2399 Other current liabilities 59,991 - 83,763 -
21XX Total current liabilities 12,593,972 40 10,900,931 34
Non-current liabilities
2540 Long-term loans (Note 20) 3,660,000 12 6,484,000 20
2552 Provision 44,560 - 47,751 -
2570 Deferred income tax liabilities (Notes 4 and 26) 117,716 - 112,611 1
2580 Lease liabilities – non-current (Notes 4, 16 and 30) 26,356 - 39,132 -
2645 Guarantee deposits (Notes 17 and 30) 114,486 - 105,774 -
25XX Total non-current liabilities 3,963,118 12 6,789,268 21
2XXX Total liabilities 16,557,090 52 17,690,199 55
Equity attributable to shareholders of the parent company (Note 23)
3110 Common stock 4,742,280 15 4,742,280 15
3200 Capital surplus 2,342,166 8 2,340,939 7
Retained earnings
3310 Legal reserve 1,839,661 6 1,805,528 6
3320 Appropriated as special capital reserve 14,529 - 20,972 -
3350 Unappropriated earnings 6,134,306 19 5,659,034 17
3300 Total retained earnings 7,988,496 25 7,485,534 23
3400 Other equity 27,859 - 62,251 -
3500 Treasury stock ( 45,822 ) - ( 45,822 ) -
31XX Total equity attributable to shareholders of the parent company 15,054,979 48 14,585,182 45
3XXX Total Equity 15,054,979 48 14,585,182 45
Total Liabilities and Equity $ 31,612,069 100 $ 32,275,381 100

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

Chairman: Hsin-Chin Lin

Manager: Yung-Fu Lu

Accounting Supervisor: Chih-Mei Wang


Hung Sheng Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
In Thousands of New Taiwan Dollars, Except Earnings per Share

Code 2025 2024
Amount % Amount %
Operating revenue (Notes 4, 24, 30 and 35)
4100 Income from sale of property $ 4,305,995 91 $ 1,682,383 80
4300 Lease revenue 435,077 9 418,846 20
4500 Construction engineering revenue - - 6,483 -
4000 Total operating revenue 4,741,072 100 2,107,712 100
Cost of revenue (Note 25)
5110 Cost of sale of properties (Note 8) 2,736,337 58 1,045,715 49
5300 Leasing costs 78,538 1 77,974 4
5500 Construction engineering cost ( 11,062 ) - 2,720 -
5000 Total cost of revenue 2,803,813 59 1,126,409 53
5900 Gross profit 1,937,259 41 981,303 47
Operating expenses (Notes 7, 24, 25, and 30)
6100 Marketing expense 333,310 7 70,781 3
6200 Administrative expense 405,003 9 397,732 19
6000 Total operating expenses 738,313 16 468,513 22
6900 Income from operations 1,198,946 25 512,790 25
Non-operating income and expenses (Note 25)
7100 Interest income 16,682 1 12,136 -
7010 Other revenues 12,310 - 7,225 -
7020 Other gain and loss 5,538 - 13,598 1
7050 Finance costs (Notes 4 and 30) ( 258,348 ) ( 5 ) ( 260,368 ) ( 12 )
7060 Share of profit or loss of associates accounted for using equity method (Notes 4 and 13) 4,029 - 44,579 2
7000 Total non-operating income and expenses ( 219,789 ) ( 4 ) ( 182,830 ) ( 9 )

(Continued)


(continued from previous page)

Code 2025 2024
Amount % Amount %
7900 Income before income tax $ 979,157 21 $ 329,960 16
7950 Income tax expenses (Notes 4 and 26) ( 4,725 ) - ( 32,104 ) ( 2 )
8200 Net profit in the year 974,432 21 297,856 14
Other comprehensive income (loss) (Note 4)
8310 Items that will not be reclassified subsequently to profit or loss (Notes 22 and 23)
8311 Remeasurement of defined benefit obligation 2,758 - 2,632 -
8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive income ( 2,527 ) - 31,357 2
8360 Items that may be reclassified subsequently to profit or loss (Note 23)
8361 Exchange differences arising on translation of foreign operations ( 29,627 ) ( 1 ) 41,169 2
8399 Income tax related to items subject to potential reclassification (Note 26) ( 2,238 ) - - -
8300 Other comprehensive loss for the year, net of income tax ( 31,634 ) ( 1 ) 75,158 4
8500 Total comprehensive income for the year $ 942,798 20 $ 373,014 18
8610 Net income attributable to: Shareholders of the parent company $ 974,432 21 $ 297,856 14
Total comprehensive income attributable to:
8710 Shareholders of the parent company $ 942,798 20 $ 373,014 18
Earnings per share (Note 27)
9710 Basic earnings per share $ 2.06 $ 0.63
9810 Diluted earnings per share $ 2.06 $ 0.63

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

Chairman: Hsin-Chin Lin
Manager: Yung-Fu Lu
Accounting Supervisor: Chih-Mei Wang


Hung Sheng Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NTD thousand

Code Capital stock Retained earnings Other equity
Shares (in thousands) Amount Capital surplus Legal reserve Appropriated as special capital reserve Unappropriated earnings Unrealized gain or loss on financial assets at fair value through other comprehensive income Exchange gain or loss arising on translation of foreign operations Treasury stock Total Equity
A1 Balance on January 1, 2024 474,228 $ 4,742,280 $ 2,339,713 $ 1,744,408 $ 18,026 $ 5,856,001 $ 30,914 ($ 350) ($ 45,822) $ 14,685,170
Appropriation and distribution of earnings for 2023
B1 Legal reserve - - - 61,120 - ( 61,120 ) - - - -
B3 Appropriated as special capital reserve - - - - 2,946 ( 2,946 ) - - - -
B5 Cash dividend - - - - - ( 474,228 ) - - - ( 474,228 )
C17 Payment of overdue dividends - - ( 1 ) - - - - - - ( 1 )
D1 Net income in 2024 - - - - - 297,856 - - - 297,856
D3 Other comprehensive income (loss) in 2024, net of income tax - - - - - 2,632 31,357 41,169 - 75,158
D5 Total comprehensive income in 2024 - - - - - 300,488 31,357 41,169 - 373,014
M1 Adjustment to capital surplus by dividends paid to subsidiaries - - 1,227 - - - - - - 1,227
Q1 Disposal of equity instruments at fair value through other comprehensive income - - - - - 40,839 ( 40,839 ) - - -
Z1 Balance as of December 31, 2024 474,228 4,742,280 2,340,939 1,805,528 20,972 5,659,034 21,432 40,819 ( 45,822 ) 14,585,182
Appropriation and distribution of earnings for 2024
B1 Legal reserve - - - 34,133 - ( 34,133 ) - - - -
B3 Appropriated as special capital reserve - - - - ( 6,443 ) 6,443 - - - -
B5 Cash dividend - - - - - ( 474,228 ) - - - ( 474,228 )
D1 Net income in 2025 - - - - - 974,432 - - - 974,432
D3 Other comprehensive income (loss) in 2025, net of income tax - - - - - 2,758 ( 2,527 ) ( 31,865 ) - ( 31,634 )
D5 Total comprehensive income in 2025 - - - - - 977,190 ( 2,527 ) ( 31,865 ) - 942,798
M1 Adjustment to capital surplus by dividends paid to subsidiaries - - 1,227 - - - - - - 1,227
Z1 Balance on December 31, 2025 474,228 $ 4,742,280 $ 2,342,166 $ 1,839,661 $ 14,529 $ 6,134,306 $ 18,905 $ 8,954 ($ 45,822 ) $ 15,054,979

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

Chairman: Hsin-Chin Lin
Manager: Yung-Fu Lu
Accounting Supervisor: Chih-Mei Wang


Hung Sheng Construction Co., Ltd. and Subsidiaries
Consolidated Statement of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: NTD thousand

Code 2025 2024
Cash flows from operating activities
A00010 Income before income tax $ 979,157 $ 329,960
A20010 Items from Gain and Loss
A20100 Depreciation expense 85,306 84,221
A20200 Amortization expense 1,084 615
A20400 Net gain on financial assets and liabilities at fair value through profit or loss ( 6,130 ) ( 13,598 )
A20900 Financial cost 258,348 260,368
A29900 Appropriate provision 3,991 1,590
A21200 Interest income ( 16,682 ) ( 12,136 )
A21300 Dividend income ( 5,416 ) ( 4,802 )
A22300 Share of profit or loss of associates accounted for using equity method ( 4,029 ) ( 44,579 )
A22500 Losses (gains) on disposal of property, plant and equipment ( 22 ) 66
A24100 Foreign exchange gain ( 76 ) ( 66 )
A30000 Net change in operating assets and liabilities
A31115 Financial assets measured at fair value through profit or loss 62,328 ( 58,354 )
A31125 Contract assets ( 693 ) ( 1,334 )
A31130 Notes receivable 236 642
A31150 Accounts receivable 114,159 ( 101,924 )
A31180 Other receivables ( 16,968 ) ( 4,879 )
A31190 Other receivables – related parties ( 17,567 ) -
A31200 Inventory 519,593 ( 40,684 )
A31230 Prepayments ( 279,246 ) ( 8,426 )
A31240 Other current assets 51,705 ( 51,519 )
A31250 Other financial assets - current ( 43,082 ) 534,372
A31270 Additional costs of acquisition of contracts 164,710 ( 35,254 )
A32125 Contract liabilities ( 862,891 ) 344,785
A32130 Notes payable ( 169 ) 383
A32150 Accounts payable ( 91,216 ) 27,560
A32160 Accounts payable – related parties - ( 284,787 )
A32180 Other payables 6,001 ( 54,514 )
A32200 Provision ( 7,182 ) ( 3,284 )
A32230 Other current liabilities ( 23,772 ) ( 40,575 )
A32240 Net defined benefit assets ( 285 ) ( 223 )

(Continued)


(continued from previous page)

Code 2025 2024
A33000 Cash inflow from operations $ 871,192 $ 823,624
A33100 Interest received 16,731 12,678
A33200 Dividend received 5,416 4,802
A33300 Interest paid ( 365,208 ) ( 374,697 )
A33500 Income tax paid ( 10,419 ) ( 66,448 )
AC0500 Income tax refunded 150 -
AAAA Net cash generated by operating activities 517,862 399,959
Cash flows from investing activities
B00020 Disposal of financial assets at fair value through other comprehensive income - 95,802
B02700 Purchase of property, plant and equipment ( 2,728 ) ( 4,784 )
B05500 Proceeds from disposal of property, plant and equipment 22 -
B03700 Increase in refundable deposits ( 5,150 ) ( 33,350 )
B04500 Purchase of intangible assets ( 1,612 ) ( 1,728 )
B05400 Purchase of investment property ( 826 ) -
B07600 Dividends received from affiliated companies 15,189 14,172
BBBB Net cash generated in investing activities 4,895 70,112
Cash flows from financing activities
C00100 Increase in short-term loans 757,500 250,000
C00600 Increase (decrease) in short-term notes payable 90,559 ( 531,165 )
C01600 Borrowing of long-term loans 2,770,000 5,910,000
C01700 Repayment of long-term borrowings ( 3,777,400 ) ( 5,559,000 )
C03000 Receipt of guarantee deposits 20,661 18,724
C03100 Return of guarantee deposits received ( 11,949 ) ( 14,398 )
C04020 Repayment of the principal portion of the lease liabilities ( 12,470 ) ( 12,304 )
C04500 Cash dividends ( 473,001 ) ( 473,001 )
C09900 Payment of overdue dividends - ( 1 )
CCCC Cash used in financing activities ( 636,100 ) ( 411,145 )
DDDD Effect of exchange rate changes on cash and cash equivalents ( 1,057 ) 1,530
EEEE Increase (decrease) in cash and cash equivalents for the period ( 114,400 ) 60,456
E00100 Cash and cash equivalents, beginning of year 1,198,451 1,137,995
E00200 Cash and cash equivalents, end of year $ 1,084,051 $ 1,198,451

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

Chairman: Hsin-Chin Lin Manager: Yung-Fu LuAccounting Supervisor: Chih-Mei Wang


  • 33 -

Auditor's Report

The Board of Director and Shareholders, Hung Sheng Construction Co., Ltd.

Audit Opinions

We have audited the accompanying individual financial statements of Hung Sheng Construction Co., Ltd. (the "Company"), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of income, changes in equity and cash flows for the years then ended, and the notes to the individual financial statements, including the summary of significant accounting policies.

In our opinion, the accompanying 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 cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis of Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements of Financial Institutions by 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 individual financial statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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 of the Company for the year ended December 31, 2025. These matters were addressed in the context of our audit


opinion 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.

Key audit matters for the Company's individual financial statements for the year ended December 31, 2025 are stated as follows:

Income from sale of property

For the year ended December 31, 2025, the Company generated $4,305,995 thousand in revenue from the sale of properties, accounting for 91% of the Company's total operating revenues, which is significant to the financial statements and is one of the main income sources for the Company; therefore, we considered whether the revenue recognized from the sale of properties had met the revenue recognition criteria as a key audit matter. Please refer to Notes 4 and 22 of the Individual Financial Statements.

Our audit procedures are summarized as follows:

  1. To understand and test the design and effectiveness of key internal controls over the sales cycle.
  2. To obtain the annual statement of the sale of properties: (1) randomly check the contracts signed by both parties to confirm the contract price and the subject of the transaction; (2) randomly check the registration date of the title transfer of the properties to verify that the title has been transferred to the buyer.

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

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

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

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

  • 34 -

Auditor's 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may be caused by fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these individual financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We have also conducted the following tasks:

  1. Identify and assess the risk of material misstatement of the individual financial statements due to fraud or error, design and adopt appropriate countermeasures for the risks assessed, and obtain sufficient and appropriate audit evidences in order to be used as the basis for the audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made at the management level.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the individual financial statements or, if such disclosures are inadequate, to modify our audit opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. 35 -


  1. Evaluate the overall presentation, 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.

  2. Obtain sufficient and appropriate audit evidences for the financial information of individual entity of the Company and provide opinions on its respective individual financial statements. We handle the guidance, supervision and execution of the audit on the Company and are responsible for preparing the audit opinion for the Company.

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 the governance units with statements that we have complied with relevant matters that may reasonably be thought to bear on our independence, and we have also communicated with the governance units on all relationships and other matters, including relevant protective measure, that may be considered to affect the independence of auditors.

From the matters communicated with those charged with governance, we determine those matters that were of the most significance in the audit of the individual financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor's report unless the law or regulations preclude 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.

Deloitte and Touche
CPA Hsieh, Tung-Ju
CPA Chiu, Meng-Chieh

The reference number of the FSC approval letter
Jin Guan Zheng Shen Zi No. 1090347472

The reference number of the FSC approval letter
Jin Guan Zheng Shen Zi No. 1020025513

March 27, 2026


Hung Sheng Construction Co., Ltd.
Balance Sheet
December 31, 2025 and 2024
Unit: NTD thousand

Code Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents (Notes 4 and 6) $ 917,819 3 $ 1,000,138 3
1150 Notes receivable (Notes 4, 7 and 22) - - 236 -
1170 Accounts receivable – net (Notes 4, 7 and 22) 4,141 - 118,300 -
1180 Net accounts receivable – related parties (Note 28) 27 - - -
1200 Other receivables 26,759 - 10,461 -
1220 Current income tax assets 1,640 - - -
130X Inventories (Notes 4, 8, 28 and 29) 14,112,132 45 15,146,878 47
1410 Prepayments 960,974 3 672,759 2
1476 Other financial assets (Notes 4 and 9) 370,582 1 327,500 1
1479 Other current assets 11,578 - 62,381 -
1480 Incremental costs of obtaining contracts (Notes 4 and 22) 134,570 1 299,280 1
11XX Total current assets 16,540,222 53 17,637,933 54
Non-current assets
1510 Financial assets measured at fair value through profit or loss - non-current (Notes 4 and 10) 108,675 - 104,737 -
1517 Financial assets at fair value through other comprehensive income or loss – non-current (Notes 4 and 11) 86,468 - 88,995 -
1550 Investments accounted for using equity method (Notes 4 and 12) 997,791 3 960,104 3
1600 Property, plant and equipment (Notes 4, 13 and 23) 5,229 - 4,802 -
1755 Right-of-use assets (Notes 4, 14, 23 and 28) 22,793 - 30,293 -
1760 Investment property (Notes 4, 15, 23 and 29) 13,266,496 43 13,338,891 41
1780 Intangible assets (Notes 4 and 23) 2,447 - 1,794 -
1920 Refundable deposits (Notes 16 and 28) 147,881 1 142,983 1
1975 Net defined benefit assets (Notes 4 and 20) 18,494 - 16,525 -
1990 Other non-current assets (Notes 4 and 17) 107,004 - 107,004 1
15XX Total non-current assets 14,763,278 47 14,796,128 46
1XXX Total assets $31,303,500 100 $32,434,061 100
Code Liabilities and Equity
Current liabilities
2100 Short-term loans (Note 18) $ 5,932,500 19 $ 5,360,000 16
2110 Short-term notes and bills payable (Note 18) 2,250,813 7 2,160,254 7
2130 Contractual liabilities (Note 22) 346,991 1 1,209,882 4
2170 Accounts payable 17,966 - 59,923 -
2180 Accounts payable – Related parties (Note 28) 6,140 - 31,761 -
2209 Other payables (Note 28) 501,938 2 560,610 2
2220 Other payables – Related parties (Notes 19 and 28) 571,769 2 821,051 3
2230 Current tax liabilities (Notes 4 and 24) - - 2,722 -
2280 Lease liabilities – current (Notes 4, 14 and 28) 7,497 - 7,317 -
2322 Long-term loans – current portion (Note 18) 2,616,600 8 800,000 2
2399 Other current liabilities 59,451 - 83,223 -
21XX Total current liabilities 12,311,665 39 11,096,743 34
Non-current liabilities
2540 Long-term loans (Note 18) 3,660,000 12 6,484,000 20
2552 Provision (Note 4) 33,949 - 31,506 -
2570 Deferred income tax liabilities (Notes 4 and 24) 117,716 1 112,611 1
2620 Lease liabilities – non-current (Notes 4, 14 and 28) 15,467 - 22,964 -
2645 Guarantee deposits (Notes 15 and 28) 109,724 - 101,055 -
25XX Total non-current liabilities 3,936,856 13 6,752,136 21
2XXX Total liabilities 16,248,521 52 17,848,879 55
Equity (Note 21)
3100 Capital stock 4,742,280 15 4,742,280 15
3200 Capital surplus 2,342,166 7 2,340,939 7
Retained earnings
3310 Legal reserve 1,839,661 6 1,805,528 6
3320 Appropriated as special capital reserve 14,529 - 20,972 -
3350 Unappropriated earnings 6,134,306 20 5,659,034 17
3300 Total retained earnings 7,988,496 26 7,485,534 23
3400 Other equity 27,859 - 62,251 -
3500 Treasury stock ( 45,822 ) - ( 45,822 ) -
31XX Total Equity 15,054,979 48 14,585,182 45
Total Liabilities and Equity $31,303,500 100 $32,434,061 100

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

Chairman: Hsin-Chin Lin
Manager: Yung-Fu Lu
Accounting Supervisor: Chih-Mei Wang


Hung Sheng Construction Co., Ltd.
Comprehensive Income Statements
January 1 to December 31, 2025 and 2024
In Thousands of New Taiwan Dollars, Except Earnings per Share

Code 2025 2024
Amount % Amount %
Operating revenue (Notes 4, 22 and 28)
4100 Income from sale of property $ 4,305,995 91 $ 1,682,383 80
4300 Lease revenue 425,946 9 410,201 20
4000 Total operating revenue 4,731,941 100 2,092,584 100
Cost of revenue (Note 23)
5110 Cost of goods sold (Note 8) 2,827,463 60 1,045,715 50
5300 Leasing costs 77,345 1 76,780 3
5000 Total cost of revenue 2,904,808 61 1,122,495 53
5900 Gross profit 1,827,133 39 970,089 47
Operating expenses (Notes 22, 23 and 28)
6100 Marketing expense 309,957 7 70,781 3
6200 Administrative expense 378,692 8 346,853 17
6000 Total operating expenses 688,649 15 417,634 20
6900 Income from operations 1,138,484 24 552,455 27
Non-operating income and expenses (Note 23)
7100 Interest income 15,589 - 10,870 -
7010 Other revenues 9,455 - 6,774 -
7020 Other gain and loss 6,144 - 13,232 1
7050 Finance costs (Notes 4 and 28) ( 255,715 ) ( 5 ) ( 257,438 ) ( 12 )
7060 Share of profit or loss of subsidiaries and associates accounted for using equity method (Notes 4) 65,066 2 3,200 -
7000 Total non-operating income and expenses ( 159,461 ) ( 3 ) ( 223,362 ) ( 11 )
7900 Income before income tax 979,023 21 329,093 16
7950 Income tax expenses (Notes 4 and 24) ( 4,591 ) - ( 31,237 ) ( 2 )
8200 Net profit in the year (Continued) 974,432 21 297,856 14

(continued from previous page)

Code 2025 2024
Amount % Amount %
Other comprehensive income (loss) (Note 4)
8310 Items that will not be reclassified subsequently to profit or loss (Notes 20 and 21)
8311 Remeasurement of defined benefit obligation $ 1,737 - $ 1,753 -
8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive income ( 2,527 ) - 31,357 2
8321 Remeasurement of defined benefit obligations recognized under the equity method for subsidiaries and associates 1,021 - 879 -
8360 Items that may be reclassified subsequently to profit or loss (Note 21)
8361 Exchange differences arising on translation of foreign operations ( 29,627 ) ( 1 ) 41,169 2
8399 Income tax related to items subject to potential reclassification ( 2,238 ) - - -
8300 Other comprehensive loss for the year, net of income tax ( 31,634 ) ( 1 ) 75,158 4
8500 Total comprehensive income for the year $ 942,798 20 $ 373,014 18
Earnings per share (Note 25)
9710 Basic earnings per share $ 2.06 $ 0.63
9810 Diluted earnings per share $ 2.06 $ 0.63

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

Chairman: Hsin-Chin Lin

Manager: Yung-Fu Lu

Accounting Supervisor: Chih-Mei Wang


Hung Sheng Construction Co., Ltd.
Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NTD thousand

Code Capital stock Retained earnings Other equity
Shares (in thousands) Amount Capital surplus Legal reserve Appropriated as special capital reserve Unappropriated earnings Unrealized gain or loss on financial assets at fair value through other comprehensive income Exchange gain or loss arising on translation of foreign operations Treasury stock Total Equity
A1 Balance on January 1, 2024 474,228 $ 4,742,280 $ 2,339,713 $ 1,744,408 $ 18,026 $ 5,856,001 $ 30,914 ($ 350) ($ 45,822) $ 14,685,170
Appropriation and distribution of earnings for 2023
B1 Legal reserve - - - 61,120 - ( 61,120 ) - - - -
B3 Appropriated as special capital reserve - - - - 2,946 ( 2,946 ) - - - -
B5 Cash dividend - - - - - ( 474,228 ) - - - ( 474,228 )
C17 Payment of overdue dividends - - ( 1 ) - - - - - - ( 1 )
D1 Net income in 2024 - - - - - 297,856 - - - 297,856
D3 Other comprehensive income (loss) in 2024, net of income tax - - - - - 2,632 31,357 41,169 - 75,158
D5 Total comprehensive income in 2024 - - - - - 300,488 31,357 41,169 - 373,014
M1 Adjustment to capital surplus by dividends paid to subsidiaries - - 1,227 - - - - - - 1,227
Q1 Disposal of equity instruments at fair value through other comprehensive income - - - - - 40,839 ( 40,839 ) - - -
Z1 Balance as of December 31, 2024 474,228 4,742,280 2,340,939 1,805,528 20,972 5,659,034 21,432 40,819 ( 45,822 ) 14,585,182
Appropriation and distribution of earnings for 2024
B1 Legal reserve - - - 34,133 - ( 34,133 ) - - - -
B3 Appropriated as special capital reserve - - - - ( 6,443 ) 6,443 - - - -
B5 Cash dividend - - - - - ( 474,228 ) - - - ( 474,228 )
D1 Net income in 2025 - - - - - 974,432 - - - 974,432
D3 Other comprehensive income (loss) in 2025, net of income tax - - - - - 2,758 ( 2,527 ) ( 31,865 ) - ( 31,634 )
D5 Total comprehensive income in 2025 - - - - - 977,190 ( 2,527 ) ( 31,865 ) - 942,798
M1 Adjustment to capital surplus by dividends paid to subsidiaries - - 1,227 - - - - - - 1,227
Z1 Balance on December 31, 2025 474,228 $ 4,742,280 $ 2,342,166 $ 1,839,661 $ 14,529 $ 6,134,306 $ 18,905 $ 8,954 ($ 45,822 ) $ 15,054,979

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

Chairman: Hsin-Chin Lin
Manager: Yung-Fu Lu
Accounting Supervisor: Chih-Mei Wang


Hung Sheng Construction Co., Ltd.
Statement of Cash Flows
January 1 to December 31, 2025 and 2024

Code 2025 Unit: NTD thousand 2024
Cash flows from operating activities
A00010 Income before income tax for the year $ 979,023 $ 329,093
A20010 Items from Gain and Loss
A20100 Depreciation expense 78,016 77,146
A20200 Amortization expense 828 381
A20400 Net gain on Financial assets measured at fair value through profit or loss ( 6,046 ) ( 13,232 )
A20900 Financial cost 255,715 257,438
A21200 Interest income ( 15,589 ) ( 10,870 )
A21300 Dividend income ( 5,416 ) ( 4,802 )
A22300 Share of profit or loss of subsidiaries and associates accounted for using equity method ( 65,066 ) ( 3,200 )
A22500 Loss on disposal or scrapping of property, plant and equipment(benefits) ( 22 ) 66
A24100 Foreign exchange gain ( 76 ) ( 66 )
A29900 Appropriate provision 3,991 1,590
A30000 Net change in operating assets and liabilities
A31115 Financial assets measured at fair value through profit or loss 2,108 1,416
A31130 Notes receivable 236 642
A31150 Accounts receivable 114,159 ( 101,937 )
A31160 Accounts receivable - related parties ( 27 ) -
A31180 Other receivables ( 16,347 ) ( 10,232 )
A31200 Inventory 1,149,570 ( 307,356 )
A31230 Prepayments ( 288,215 ) 8,748
A31250 Other financial assets ( 43,082 ) 534,372
A31270 Additional costs of acquisition of contracts 164,710 ( 35,254 )
A31240 Other current assets 50,803 ( 51,566 )
A32125 Contract liabilities ( 862,891 ) 344,785
A32130 Notes payable - ( 25 )
A32150 Accounts payable ( 41,957 ) 8,302
A32160 Accounts payable - related parties ( 25,621 ) ( 253,026 )
A32180 Other payables ( 62,200 ) ( 62,112 )
A32190 Other payables - Related parties ( 249,282 ) 193,969
A32230 Other current liabilities ( 23,772 ) ( 40,416 )
A32240 Net defined benefit assets ( 232 ) ( 186 )
A32200 Provision ( 1,548 ) ( 2,749 )
A33000 Cash inflow from operations 1,091,770 860,919

(Continued)


(continued from previous page)

Code 2025 2024
A33100 Interest received $ 15,638 $ 11,412
A33200 Dividend received 5,416 4,802
A33300 Interest paid ( 362,575 ) ( 371,767 )
A33500 Income tax paid ( 6,086 ) ( 57,959 )
AAAA Net cash generated by operating activities 744,163 447,407
Cash flows from investing activities
B00020 Disposal of financial assets at fair value through other comprehensive income - 95,802
B02700 Purchase of property, plant and equipment ( 2,158 ) ( 4,784 )
B05500 Proceeds from disposal of property, plant and equipment 22 -
B03700 Increase in refundable deposits ( 4,898 ) ( 21,796 )
B04500 Purchase of intangible assets ( 1,481 ) ( 1,728 )
B05400 Purchase of investment property ( 826 ) -
B07600 Receipt of dividends from subsidiaries - 53,382
BBBB Net cash generated (used) by investing activities ( 9,341 ) 120,876
Cash flows from financing activities
C00100 Increase in short-term loans 572,500 250,000
C00600 Increase (decrease) in short-term notes payable 90,559 ( 531,165 )
C01600 Borrowing of long-term loans 2,770,000 5,910,000
C01700 Repayment of long-term borrowings ( 3,777,400 ) ( 5,559,000 )
C03000 Receipt of guarantee deposits 19,822 18,344
C03100 Return of guarantee deposits received ( 11,153 ) ( 14,398 )
C04020 Repayment of the principal portion of the lease liabilities ( 7,317 ) ( 7,221 )
C04500 Cash dividends ( 474,228 ) ( 474,228 )
C09900 Payment of overdue dividends - ( 1 )
CCCC Cash used in financing activities ( 817,217 ) ( 407,669 )
DDDD Effect of exchange rate changes on cash and cash equivalents 76 66
EEEE Increase (decrease) in cash and cash equivalents for the period ( 82,319 ) 160,680
E00100 Cash and cash equivalents, beginning of year 1,000,138 839,458
E00200 Cash and cash equivalents, end of year $ 917,819 $ 1,000,138

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

Chairman: Hsin-Chin Lin Manager: Yung-Fu LuAccounting Supervisor: Chih-Mei Wang


Attachment 4

Hung Sheng Construction Co., Ltd Details of Directors' Shareholdings

Book Closure Date: March 28, 2026

Title Name Date of being elected Term in years Shareholding number by the time of being elected Shareholding number as of now
Number of shares Shareholding ratio Number of shares Shareholding ratio
Chairperson Yu Bao Industrial Co., Ltd. Representative: Lin, Hsin-Chin 2023.06.21 3 10,459,544 2.21% 10,459,544 2.21%
Director Yu Bao Industrial Co., Ltd. Representative: Wu, Chien-Jen 2023.06.21 3 10,459,544 2.21% 10,459,544 2.21%
Director Wang Xing Industrial Co., Ltd. Representative: Wang,Jian-Lin 2023.06.21 3 21,560,843 4.55% 21,560,843 4.55%
Director Wang Xing Industrial Co., Ltd. Representative: Chou, Wen-Bin 2023.06.21 3 21,560,843 4.55% 21,560,843 4.55%
Independent director Chang, Yao-Tsai 2023.06.21 3 0 0% 0 0%
Independent director Yu Chun-Ming 2023.06.21 3 0 0% 0 0%
Independent director Li Ming-Hsuan 2023.06.21 3 0 0% 0 0%

Note: (1) The paid-in capital of the Company is NT$4,742,279,700, and the number of outstanding shares is 474,227,970 shares.
(2) In accordance with the regulations, the smallest number of shares held by all directors should not be lower than 16,000,000 shares.

The shareholding number of all directors of the Company is 32,020,387 shares, which meets the statuary requirement.


Appendix 1

Hung Sheng Construction Co., Ltd

Rules of Procedure for Shareholders’ Meetings

Article 1: The Rules of Procedure for Shareholders’ Meetings for the Company’s shareholders’ meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.

Article 2: Shareholders and their proxies (collectively, “shareholders”) shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company 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. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.

Article 3: Attendance and voting at shareholders’ meetings shall be calculated based on numbers of shares.

Article 4: 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.

Article 5: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson. When the Chairperson 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.

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

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representative of a juristic person director that serves as chair.

It is advisable that shareholders' meetings convened by the Chairperson shall be attended by a majority of the directors.

If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.

When there are two or more such convening parties, they shall mutually select a chair from among themselves.

Article 6: The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

Article 7: The audio or video recording of the shareholders' meeting shall be retained for at least one year.

Article 8: The chair shall call the meeting to order at the appointed meeting time. 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 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. 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 9: If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including Other Business and Special Motion), 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

  • 45 -

the attending shareholders, and then continue the meeting. After the shareholders' meeting is adjourned, shareholders shall not select another chair and resume the meeting in original location or in another location.

Article 10: Before speaking, an attending shareholder shall specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Article 11: Each shareholder may speak for the same discussion item twice, and should not exceed 5 minutes each time. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

Article 12: When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

Article 13: After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 14: When the chair is of the opinion that a proposal and of amendments or other business and special motion have 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 15: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. 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 and the end of voting, shall be announced on-site at the meeting, and a record made of the vote.

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Article 16: When a meeting is in progress, the chair may announce a break based on time considerations.

Article 17: Except as otherwise provided in the Company Act and in the Company'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. During the voting, if there is no objection on the subject after the inquiry by the chair, the subject is considered passed, and the effect is the same as the voting.

Article 18: 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.

Article 19: 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."

Article 20: 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. The Company 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. The minutes shall be retained for the duration of the existence of the Company.

Article 21: These Rules shall take effect after having been submitted to and approved by a shareholders' meeting. Subsequent amendments thereto shall be affected in the same manner.

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Appendix 2

Hung Sheng Construction Co., Ltd
Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be Hung Sheng Construction Co., Ltd.

Article 2: The business items of the Company are as follows:

I. H701010 Housing and Building Development and Rental.
II. E801010 Indoor Decoration.
III. F111090 Wholesale of Building Materials.
IV. F211010 Retail Sale of Building Materials.
V. F199990 Other Wholesale Trade.
VI. F301020 Supermarkets.
VII. I401010 General Advertising Services.
VIII. H701040 Specific Area Development.
IX. G202010 Parking area Operators.
X. H701050 Investment, Development and Construction in Public Construction.
XI. C901030 Cement Manufacturing.
XII. C901040 Manufacture of Ready-mix Concrete.
XIII. C901050 Cement and Concrete Products Manufacturing.
XIV. H701070 Process Zone Expropriation and Urban Land Readjustment Agency.
XV. F401010 International Trade.
XVI. CC01080 Electronic Components Manufacturing.
XVII. F119010 Wholesale of Electronic Materials.
XVIII. F219010 Retail Sale of Electronic Materials.
XIX. H701080 Urban Renewal Reconstruction.
XX. H701090 Urban Renewal Renovation or Maintenance.
XXI. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company shall have its head office in Taipei City, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up or dissolve branch offices in other locations when deemed necessary.

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Chapter 2 Capital Stock

Article 4: Public announcements of the Company shall be made according to Article 28 of the Company Act.

Article 5: The Company may, pursuant to laws and regulations, provide guarantees to a third party.

Article 6: The Company may reinvest in other businesses and is not subject to the provision that the total investment amount shall not exceed 40% of the paid-in capital of the Company provided in Article 13 of the Company Act, and the Board of Directors is authorized to handle the reinvestment matters.

Article 7: The total capital stock of company is NTD 8,000,000,000 divided into 800,000,000 shares of NTD 10 per share. The Board of Directors is authorized to issue these shares separately.

Article 8: The Company's shares are name-bearing, affixed with the seal or signature of at least 3 directors, and issued according to the laws and regulations. The Company does not need to print the share certificates once the stocks are publicly issued, but a centralized securities depository enterprises shall be contacted for registering these shares.

Matters related to the stock of the Company shall be handled pursuant to the "Regulations Governing the Administration of Shareholder Services of Public Companies" and other laws and regulations.

Article 8-1: Where it is necessary to send the stocks of the Company to Taiwan Depositary Clearing Corporation (TDCC) for centralized custody, the Company shall consolidate the stock and issue securities with large denomination if requested by TDCC.

Chapter 3 Shareholders' Meeting

Article 9: The name change and transfer of shares shall be ceased 60 days prior to the shareholders' meeting, 30 days prior to the special shareholders' meeting, or 5 days prior to the base date for dividend, bonus or other benefits distribution.

Article 10: The Company has regular shareholders' meeting and special shareholders' meeting. Regular shareholders' meetings shall be convened at least once a year by the Board of Directors according to the law within six months after close of each fiscal year. Special meetings shall be convened whenever necessary according to the laws and regulations.

Article 10-1: During the Company's shareholders' meeting, video conference or other methods announced by the competent authority may be adopted. Relevant regulations, on the conditions, procedures and other matters are to be followed for the adoption of a video shareholders' meeting or follow the

  • 49 -

regulations by the competent authority where it is required.

Article 11: A shareholder may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. Apart from Article 177 of the Company Act, the proxy attendance shall be conducted in accordance with "Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies."

Article 12: Each shareholder is entitled to one vote for each share held. However, those shares held by the Company in accordance with the laws are without voting right.

Article 13: Unless otherwise provided for in the Company Act, a meeting of shareholders shall proceed only if attended by shareholders representing more than one-half of the total outstanding capital stock of the Company. Resolutions of a shareholders' meeting shall be made at the meeting with the concurrence of a majority of the votes held by the shareholders present at the meeting.

Chapter 4 Directors

Article 14: The Company shall have 5-9 directors to be elected at the shareholders' meeting from among the individuals or juridical person of legal capacity, with the term of three years. All directors shall be eligible for re-election. The number of directors shall be determined by the Board of Directors' meeting.

The number of independent directors included in the total number of directors shall not be less than 3 and shall not be less than one third of the total number of directors.

The director election of the Company adopts candidate nomination system, where the shareholders elect the directors from the list of candidates. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Candidates with majority of votes are elected as directors. The election for independent directors and non-independent directors shall be held together, and the elected seats are calculated separately.

The Company shall purchase liability insurance for the directors to cover their liability of compensation asserted against them when they exercise their duty during their term.

The Company may set up functional committees pursuant to laws and regulations or based on business demand.

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Article 14-1: In accordance with Article 14 of the Securities and Exchange Act, all directors of the 11th term are the ex-officio member of the Audit Committee, and the Audit Committee is responsible for performing the supervisors' duties, such as implementing provisions of the Company Act, Securities and Exchange Act, and other laws and regulations. Provisions for the behaviors of supervisors of the Company or becoming the representatives of the Company shall apply, mutatis mutandis, to the independent directors of the Audit Committee.

The number Audit Committee member shall not be less than 3, and one of them shall be the convener and at least one of them has to have accounting or financial expertise.

The terms, duties, meeting procedures, and power of the Audit Committee shall be specified in the organizational regulations of the Audit Committee.

Article 15: The Board of Directors shall be composed of Directors, and Directors shall elect from themselves a Chairperson, by a majority in a meeting attended by over two-thirds of the Directors. The Chairperson represents the Company. One Vice Chairperson is elected in the same manner.

Article 15-1: Directors shall be notified with the cause of the convening of the Board of Directors meeting 7 days prior to the meeting;

However, such meeting may be convened at any time in case of emergency. The notification for the Board of Directors meeting can be sent out by written notice, fax or email.

The directors shall attend the Board of Directors meeting in person. Directors who cannot attend the meeting can provide a power of attorney, list out the reasons for not attending the meeting, and the scope of power vested to the proxy, who shall be a director attending the meeting. A director's proxy may act as a proxy for only one other Director.

Article 16: If the Chairperson is on leave or absent or cannot exercise his/her duty, a proxy shall be designated according to Article 208 of the Company Act.

Article 17: All directors shall receive salary for exercising the duty, regardless whether company is in profits or loss, and the Board of Directors are authorized to determine the total amount of their compensation based on their level of involvement in the Company's operations, the value of their contributions, and the average level of compensation for directors in this sector. All directors shall receive the transportation allowance on a monthly basis, regardless whether company is in profits or loss, and the monthly amount per director shall not exceed NT$50,000.

The reasonable remuneration for independent directors may be different from the non-independent directors', and the Board of Directors may also determine a reasonable monthly salary for independent directors after

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related statuary procedures.

Chapter 5 Managers

Article 18: The Company shall have managers, and their designation, dismissal, and compensation shall be processed according to Article 29 of the Company Act.

Chapter 6 Accounting

Article 19: The Company's fiscal year starts from January 1 to December 31 of the same year.

At the end of each fiscal year, the Board of Directors shall prepare the following documents, send them for audit and their countersignature and then submit them to the routine shareholders' meeting to be recognized and to the competent authority for approval.

I. Business report
II. Financial Statements
III. Surplus earnings distribution or loss make-up proposal

Article 20: If the company has made profits in the year, then a portion of 0.2% to 3% of the profits shall be allocated for employee compensation and no more than 3% of the profits shall be allocated for directors compensation. However, if the Company still has accumulated losses, the Company shall retain the amount for loss make-up in advance and then appropriate the profit sharing remuneration to employees and directors in accordance with the aforementioned percentage.

No less than 60% of the aforementioned remuneration to employees shall be allocated to non-executive employees.

Profits mentioned in Paragraph 1 refer to the amount before deducting employee and director remuneration from the profits before tax of the current year.

The distribution of employees and directors shall be implemented after being approved by the special resolution by the Board of Directors and reported to the shareholders' meeting.

The employee remuneration can be paid in the form of stock or cash, and the recipient of the payment include employees of subordinate companies qualifying the conditions. The directors remuneration can only be paid in the form of cash.

Article 21: The Company is in an ever changing industry, and the corporate life cycle is in the phase of stable growth. Considering the capital demand in the future and the long-term financial planning, the dividend distribution will be in 4

  • 52 -

approaches, namely capitalization of retained earnings, capitalization of capital reserves, cash, and cash dividends. Where there is demand for operating capitals, the Company will initiate capitalization of retained earnings or capitalization of capital reserves. Where the Company aims to avoid the capital increase lowering the profits per share, the Company will distribute cash dividends.

If there are after-tax earnings of the current period in the company's annual general final accounts, the first thing is to pay the Profit-seeking Enterprise Income Tax and make up for the accumulated losses and then to allocate 10% of the after-tax earnings as the legal reserve. Secondly, special reserve shall be allocated or reversed according to laws, regulations, or the competent authority's stipulation. For the remaining earnings, together with undistributed earnings from the previous fiscal year, the Board of Directors shall propose earnings distribution at the shareholders' meeting to have the resolution of dividends and bonuses distribution among shareholders approved. The cash dividends distributed to shareholders shall not be less than 10% of the total amount of shareholder's dividends.

Chapter 7 Supplementary Provisions

Article 22: The Company's organization regulations and operational regulations shall be stipulated by the Board of Directors.

Article 23: Things not mentioned in these Articles will be processed according to Company's Act and the related laws and regulations.

Article 24: These Articles of Incorporation was stipulated in June 16, 1986.
- First revision was made on March 30, 1988.
- Second revision was made on September 3, 1988.
- Third revision was made on June 15, 1989.
- Forth revision was made on July 29, 1989.
- Fifth revision was made on January 10, 1990.
- Sixth revision was made on January 4, 1992.
- Seventh revision was made on April 20, 1992.
- Eighth revision was made on April 20, 1993.
- Ninth revision was made on November 4, 1993.
- Tenth revision was made on May 29, 1994.
- Eleventh revision was made on May 20, 1995.
- Twelfth revision was made on April 27, 1996.
- Thirteenth revision was made on April 30, 1997.
- Fourteenth revision was made on April 28, 1998.
- Fifteenth revision was made on May 9, 2000.

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Sixteenth revision was made on May 29, 2002.
Seventeenth revision was made on June 21, 2004
Eighteenth revision was made on June 14, 2005.
Nineteenth revision was made on June 13, 2007.
Twentieth revision was made on June 15, 2010.
Twenty first revision was made on June 25, 2013.
Twenty second revision was made on June 24, 2014.
Twenty third revision was made on June 21, 2016.
Twenty forth revision was made on June 22, 2017.
Twenty-fifth amendment was made on June 21, 2023.
Twenty sixth revision was made on May 27, 2026.


Appendix 3

Hung Sheng Construction Co., Ltd. Procedures for Election of Directors

Amended July 20, 2021

Article 1. The election of directors of the Company shall be handled in accordance with these Procedures.

Article 2. The election of directors of the Company shall be carried out at the shareholders' meeting.

Article 3. The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors.

It is advisable for the composition of the board of directors to be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

I. Basic conditions and values: gender, age, nationality, culture and so on.

II. Professional knowledge and skills: a professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills and industry experience.

Members of the board of directors should generally have the knowledge, skills and accomplishments necessary to perform their duties, and their overall abilities should be as follows:

I. The ability to make judgments about operations

II. Accounting and financial analysis ability

III. Business management ability

IV. Crisis management ability

V. Knowledge of the industry.

VI. An international market perspective

VII. Leadership ability

VIII. Decision-making ability

Directors shall have more than half of the seats, and shall not have spouses or relatives within the second degree of relatives.

The qualifications and appointment of the independent directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

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Article 4. The election of the directors of the Company shall adopt the cumulative voting method. Each share will have voting rights in number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates.

Elections directors of the Company shall adopt a candidate nomination system and procedures.

Independent directors and non-independent directors shall be elected simultaneously with separate tallies of votes for their election.

A shortage of directors shall be dealt with in the following manner:

I. Under the following circumstances, a by-election shall be held at the next upcoming shareholders’ meeting:

  1. When the number of directors falls below five due to the dismissal of directors.
  2. When the number of independent directors is less than three or less than one-fifth of the number of directors.

II. In any of the following circumstances, a special shareholders’ meeting shall be convened to hold a by-election within 60 days from the date of occurrence of the event:

  1. The number of directors falls short by one third of the total number prescribed in the Company’s Articles of Incorporation.
  2. Independent directors are dismissed en masse.

Article 5. Prior to the book closure date before the convening of a shareholders’ meeting, the Company shall announce the period for accepting the nomination of director candidates, the number of candidates, the place of acceptance, and other necessary matters; and the acceptance period shall not be less than ten days.

A list of director candidates may be proposed by the Company’s Board of Directors and by shareholders holding more than 1% of total issued shares. However, the number of nominees shall not exceed the number of directors to be elected.

When a list of recommendations is provided by shareholders or by the Board of Directors, the nominees’ names, education, and experience should be stated. When nominating independent directors, documentation and other documentary proof should additionally be attached that demonstrate that independent director nominees are submitted in accordance with Article 2 Paragraph 1, Article 3, and Article 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

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When a shareholders' meeting is convened by the Board of Directors or by others with convening rights, the nominees for directors shall be reviewed and shall be included in the list of candidates for directors, except in any of the following circumstances:

I. The nominating shareholder submits the proposal outside the announcement acceptance period.
II. The nominating shareholder holds less than 1% of the shares as of the time that the Company suspends stock transfers in accordance with Article 165, Paragraph 2 or Paragraph 3 of the Company Act.
III. The number of nominees exceeds the number of directors to be elected.
IV. The nominating shareholder fails to state the name, education and experience of the nominee, or fails to submit relevant certification documents for the nomination of independent directors with respect to the preceding paragraph.

Article 6. The number of directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions based on the electronic voting platform and election vote tallies. Those receiving the highest numbers of voting rights will be elected sequentially. When two or more persons have the same number of votes and thus exceed the prescribed the specified number of positions, those having the same number of votes shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 7. Ballots shall be prepared by the convener and a voter's shareholder attendance card number and number of voting rights should be filled in.

Article 8. At the beginning of the election, the chair shall appoint a number of monitoring and counting personnel perform various related duties.

Article 9. Ballot boxes are to be prepared by the Company and publicly inspected by the counting personnel before voting.

Article 10. A voter must fill in the candidate name or account name in the "Candidate" column of the ballot paper. However, when a government or juristic person shareholder is a candidate, the candidate account name column of the election ticket should be filled with the name of the government entity or juristic person. The name of the government entity or juristic person and its representative may also be filled in. When there are several representatives, the names of the representatives should be added separately.

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Article 11. A ballot will be invalid in one of the following circumstances:

I. The ballot was not prepared by a person with the right to convene.
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The candidate whose name is entered in the ballot does not conform to the director candidate list.
V. Other words or marks are entered in addition to the name or account name of the candidate and the number of voting rights allotted.
VI. Two or more candidates are listed on the same ballot paper.

Article 12. After voting, the votes shall be counted and recorded on location and monitored by the counting personnel. After the ballots are counted, the result of the vote or election is to be announced on the spot.

Article 13. Elected directors shall be notified separately by the Board of Directors.

Article 14. Matters not specified by these Procedures shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 15. These Procedures will be implemented after passage of a resolution by the shareholders' meeting; the same applies to amendments.

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