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Hung Ching — AGM Information 2025
Dec 29, 2025
52140_rns_2025-12-29_19a1e6b4-0fb9-448a-af01-4cb3b5886539.pdf
AGM Information
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Stock Code: 2527
Hung Ching Development & Construction Co., Ltd.
2026 First Annual Shareholders' Extraordinary Meeting
Meeting Handbook (Translation)
Time and Date: 10:00 a.m., Wednesday, January 14, 2026
Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (Asehome Design Center)
The method for convening of the shareholders' meeting: Physical shareholder's meeting
Notice to Readers:
For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-version shall prevail.
Table of Contents
| 2026 First Annual Shareholders' Extraordinary Meeting Procedure ........ 1 |
|---|
| 2026 First Annual Shareholders' Extraordinary Meeting Agenda ........... 2 |
| Discussion Items ....................................................................................... 3 |
| Extempore Motions ................................................................................. 37 |
| Attachment |
| I. Articles of Incorporation .................................................................. 38 |
| II. Rules of Procedure for Shareholders' Meetings .............................. 46 |
| III. Share Ownership of Directors .......................................................... 51 |
Notice to Readers:
For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-version shall prevail.
Hung Ching Development & Construction Co., Ltd. 2026 First Annual Shareholders' Extraordinary Meeting Procedure
-
I. Call the Meeting to Order
-
II. Chair's Remarks
-
III. Discussion Items
-
IV. Extempore Motions
-
V. Adjournment
1
Hung Ching Development & Construction Co., Ltd.
2026 First Annual Shareholders' Extraordinary Meeting Agenda
-
I. Time and Date: 10:00 a.m., Wednesday, January 14, 2026
-
II. Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (Asehome Design Center)
-
III. The method for convening of the shareholders' meeting: Physical shareholder's meeting.
-
IV. Chair's Remarks
-
V. Discussion Items
-
Proposed sale of the Zhongli Second Park factory building to Advanced Semiconductor Engineering, Inc.
-
Proposed signing of joint construction contract with Advanced Semiconductor Engineering, Inc. for the Kaohsiung Third Park.
-
VI. Extempore Motions.
-
VII. Adjournment.
2
Discussion Items
Item 1. (Proposed by the Board of Directors)
Proposal: Sold the Zhongli Second Park factory building to Advanced Semiconductor Engineering, Inc.
Explanation:
-
The land for the Zhongli Second Park factory building (hereinafter referred to as "Zhongli Plant 2") was originally purchased by Advanced Semiconductor Engineering, Inc. (hereinafter referred to as "ASE"). The original building on the land was over 30 years old, meeting urban renewal conditions. As the Company possesses a professional construction team and is familiar with urban renewal processes, ASE partnered with the Company in April 2022 through a joint construction and property division arrangement, with the Company responsible for the construction of Zhongli Plant 2. According to the supplementary agreement to the joint construction contract signed by both parties on September 24, 2025, the post-renewal allocation ratio between the Company and ASE is 72.15% and 27.85% respectively. The subject property obtained building ownership certificates on November 14, 2025.
-
Due to business needs, ASE intends to purchase Zhongli Plant 2 from the Company. Details of the factory building proposed for sale are as follows:
| Subject Property |
Location | Area | Allocation Ratio |
Area Allocated to Hung Ching |
Completion Date (Certificate Date) |
|---|---|---|---|---|---|
| Zhongli Plant 2 - Building |
No. 26, Ziqiang 4th Road, Zhongli District, Taoyuan City (entire building) |
19,494.34 ping (64,444.11M2) |
72.15% | 14,065.17 ping (46,496.43M2) |
2025.11.14 |
| Zhongli Plant 2 - Land |
Nos. 3736, 3737, 3745-1, Neili Section, Zhongli District, Taoyuan City |
2,936.9725 ping (9,709 M2) |
72.15% | 2,119.02 ping (7,005.04M2) |
3
- Referring to the appraisal reports from professional institutions A&J Professional Real Estate Valuation Services (commissioned by Hung Ching) and Cushman & Wakefield (commissioned by ASE), the appraised value of Zhongli Plant 2 in its entirety (building and land) is NT$5,964,000,000 (excluding taxes) and NT$5,764,873,000 (excluding taxes) respectively. After negotiation between the financial personnel of both parties, following past practice, it is recommended to use the average of both appraised values as foundation, then calculate based on the agreed joint construction allocation ratio of 72.15% for Hung Ching, rounded to the nearest million, resulting in a transaction price of NT$4,231,000,000 (excluding taxes).
| Currency Unit: NT$ | Currency Unit: NT$ | ||||
|---|---|---|---|---|---|
| Valuation | Allocation Ratio |
Hung Ching's Allocated Amount (rounded to NT$ million) (excludingtaxes) |
|||
| Area | A&J Professional Real Estate (Note 1) (commissioned by HungChing) |
Cushman & Wakefield (Note 2) (commissioned by ASE) |
Average (excluding taxes) |
||
| Building area: 19,494.34 ping Land area: 2,936.97ping |
5,964,000,000 NT$305,935 per ping |
5,764,873,000 NT$295,720 per ping |
5,864,436,500 NT$300,828 per ping |
72.15% |
4,231,000,000 NT$300,814 per ping |
Note 1: Real estate appraisal review opinion dated Nov 17, 2025 shows NT$5,964,000,000.
Note 2: Real estate appraisal report supplementary explanation dated Nov 18, 2025 shows NT$5,764,874,000, an increase of NT$1,000. Since this transaction price is rounded to the nearest NT$ million, this has no impact on the case.
-
If the above price is used as the transaction price, this case is expected to generate a profit of NT$833,630 thousand.
-
This share transaction is categorized as a related-party transaction, due to which it shall be subject to the evaluation pursuant to the provisions of the Financial Supervisory Commission's "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" and the Company's "Procedures for Acquisition or Disposal of Assets". The evaluation should include the purpose of the disposal, its necessity, anticipated benefits, the rationale for selecting the related party as the transaction counterparty, and a projected cash flow statement for the next twelve months, beginning with the anticipated month of contract signing. The evaluation data can be found on Pages 6-19 of the Handbook.
4
- As ASE serves as the director of the Company, pursuant to Article 223 of the Company Act, the real estate purchase and sale contract with ASE should be represented by the Supervisor. However, as the Company has established an Audit Committee to replace the Supervisor, we propose that the Audit Committee select one member to represent the Company in the negotiation and signing of the real estate purchase and sale contract.
Attachment: Evaluation of Related-Party Transaction (please refer to Pages 6-19 of the Handbook).
Resolution:
5
Hung Ching Development & Construction Co., Ltd. Evaluation of Related-Party Transaction (Sale of Zhongli Second Park Factory Building)
I. Subject Property:
The land for the Zhongli Second Park factory building (hereinafter referred to as "Zhongli Plant 2") was originally purchased by Advanced Semiconductor Engineering, Inc. (hereinafter referred to as "ASE"). The original building on the land was over 30 years old, meeting urban renewal conditions. As the Company possesses a professional construction team and is familiar with urban renewal processes, ASE partnered with the Company in April 2022 through a joint construction and property division arrangement, with the Company responsible for the construction of Zhongli Plant 2. According to the supplementary agreement to the joint construction contract signed by both parties on September 24, 2025, the post-renewal allocation ratio between the Company and ASE is 72.15% and 27.85% respectively.
| Subject Property |
Location | Area | Allocation Ratio |
Area Allocated to Hung Ching |
Completion Date (Certificate Date) |
|---|---|---|---|---|---|
| Zhongli Plant 2 - Building |
No. 26, Ziqiang 4th Road, Zhongli District, Taoyuan City (entire building) |
19,494.34 ping (64,444.11M2) |
72.15% | 14,065.17 ping (46,496.43 M2) |
2025.11.14 |
| Zhongli Plant 2 - Land |
Nos. 3736, 3737, 3745-1, Neili Section, Zhongli District, TaoyuanCity |
2,936.9725 ping (9,709 M2) |
72.15% | 2,119.02 ping (7,005.04 M2) |
II. Pursuant to Article 15 of the Financial Supervisory Commission's "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", this document presents an evaluation of the relevant information pertaining to related-party transactions.
6
-
(I) The Purpose, Necessity and Anticipated Benefit of the Acquisition:
-
Purpose of Disposal: The Company's purpose in entering into a joint construction arrangement with ASE in 2022 was based on increasing demand for industrial factories and the difficulty in finding suitable industrial land. Acquiring factory real estate through joint construction is a good avenue, and if the factory can be successfully sold after completion, it can benefit the company. Zhongli Plant 2's building use permit was approved by Taoyuan City Government on September 30, 2025. Due to business needs, ASE expressed its intention to preferentially purchase the factory property rights that the Company obtained through joint construction after the use permit was approved. Therefore, we propose to sell the Company's allocated factory property rights to increase operating revenue and create profits.
-
Necessity: The development and rental/sale of industrial factories is one of the Company's main business activities and an important source of operating revenue. Currently, aside from the ongoing construction of the Kaohsiung K28 joint construction project, the Kaohsiung Third Park Plant is also scheduled to break ground in the first quarter of 2026, with significant future capital requirements. This sale of Zhongli Plant 2 will not only increase operating revenue, but the sale proceeds, after deducting construction financing, can also be used to repay other loans, replenish working capital, or fund construction expenditures for other ongoing projects, further improving the company's financial structure and reducing interest expenses. Therefore, there is a necessity for disposing of Zhongli Plant 2.
7
-
Anticipated Benefit:
-
1) Determination of Selling Price and Reference Basis: Referring to the appraisal reports from professional institutions A&J Professional Real Estate Valuation Services (commissioned by Hung Ching) and Cushman & Wakefield Appraiser Firm (commissioned by ASE), the appraised value of Zhongli Plant 2 in its entirety (building and land) is NT$5,964,000,000 (excluding taxes) and NT$5,764,873,000 (excluding taxes) respectively. For summaries of the appraisal reports, please refer to Pages 13-19 of the Handbook. After negotiation between the financial personnel of both parties, following past practice, it is recommended to use the average of both appraised values as foundation, then calculate based on the agreed joint construction allocation ratio of 72.15% for Hung Ching, rounded to the nearest million, resulting in a transaction price of NT$4,231,000,000 (excluding taxes).
Currency Unit: NT$
| Valuation | Valuation | Allocation Ratio |
Hung Ching's Allocated Amount (rounded to NT$ million) (excluding taxes) |
||
|---|---|---|---|---|---|
| Area | A&J Professional Real Estate (Note 1) (commissioned by Hung Ching) |
Cushman & Wakefield (Note 2) (commissioned by ASE) |
Average (excluding taxes) |
||
| Building area: 19,494.34 ping Land area: 2,936.97ping |
5,964,000,000 NT$305,935 per ping |
5,764,873,000 NT$295,720 per ping |
5,864,436,500 NT$300,828 per ping |
72.15% |
4,231,000,000 NT$300,814 per ping |
Note 1: Real estate appraisal review opinion dated Nov 17, 2025 shows NT$5,964,000,000.
Note 2: Real estate appraisal report supplementary explanation dated Nov 18, 2025 shows NT$5,764,874,000, an increase of NT$1,000. Since this transaction price is rounded to the nearest NT$ million, this has no impact on the case.
- 2) If the above price represents the transaction price, the profit for this case is as follows:
Currency Unit: NT$
| CurrencyUnit: NT$ | |
|---|---|
| ITEM | Amount |
| Construction Revenue | 4,231,000,000 |
| Construction and Planning Cost | 3,397,370,071 |
| Gross Profit from Construction | 833,629,929 |
| Gross Profit Margin | 19.70% |
| Price Per Ping (Building+ Land) |
300,814 |
8
3) Comparison of Gross Profit from Factory Sales to the Previous Year
Currency Unit: NT$
| ITEM | 2023 K27 factory |
2024 K13 factory |
2025 Zhongli Plant 2 |
|---|---|---|---|
| Construction Revenue | 1,666,600,000 | 5,263,000,000 |
4,231,000,000 |
| Construction and Planning Cost |
1,380,732,851 | 4,561,113,888 |
3,397,370,071 |
| Gross Profit from Construction |
285,867,149 | 701,886,112 |
833,629,929 |
| Gross Profit Margin | 17.15% | 13.34% |
19.70% |
| Ping | 6,591.6 | 32,999.53 |
14,065.17 |
| Price Per Ping | 252,837 (Building+Land) |
159,487 (Building) |
300,814 (Building+Land) |
The gross profit margin of 19.70% for Zhongli Plant 2 is higher than K13 and K27 plants. This is because the K13 Plant land was leased, so the sale price only reflected the building and leasehold interest value. Additionally, due to the large scale and lack of comparable cases in Nanzih Park, the cost approach was adopted as foundation for the valuation calculation, resulting in lower factory profits. Zhongli Plant 2 has benefited from the prosperous AI industry outlook in recent years, with Taoyuan City becoming the first choice for corporate expansion and deployment, causing industrial land prices to soar. Therefore, Zhongli Plant 2's price per ping is higher than K27 Plant, with correspondingly higher gross profit margin.
(II) Reasons for choosing the related party as a trading counterparty:
- The Company's factory is being constructed for sale. The primary considerations for the sale are the selling price and profit. The buyer's relationship to the company is not a primary consideration. However, if the buyer is a related party, the transaction will be conducted in accordance with the regulations for related party transactions outlined in the Financial Supervisory Commission's "Procedures for Acquisition or Disposal of Assets."
9
-
ASE, due to business needs, intends to purchase the newly constructed factory from the Company. Selling the factory immediately upon completion would reduce the Company's financial pressure, enabling immediate repayment of construction financing and other loans, thereby improving the financial structure and lowering interest expenses. If the factory is not sold to ASE, it will be necessary to find another buyer. During the sales period, the Company would incur monthly interest expenses of approximately NT$10,578 thousand (NT$4,231,000 (including tax) * 3% / 12 = NT$10,578). Additionally, the Company would need to raise funds to meet future operational needs. Therefore, after evaluating the average of the valuations provided by two professional institutions, the selling price is considered reasonable. The Company has chosen to engage in a related-party transaction.
-
(III)The date and price at which the related party originally acquired the real property, the original trading counterparty, and its relationship with the Company and the related party:
-
The subject property in this case was acquired by the Company through joint construction and property division between the Company and ASE. Consequently, the original acquisition date, price, and transaction counterparty information are not applicable.
-
(IV)A cash flow forecast for the next year (please refer to Page 12 of the Handbook) commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
-
Currently, in addition to the ongoing construction of the Kaohsiung K28 joint construction project, the Kaohsiung Third Park plant joint construction is also scheduled to break ground in Q1 2026. The Company anticipates future operational funding requirements. The proceeds from the sale will be used to repay construction financing for these projects and other outstanding loans, replenish working capital, or fund construction expenditures for other ongoing projects, thus significantly benefiting the Company's overall financial management. Therefore, the sale is necessary and the overall financial utilization is reasonable.
10
-
(V) Professional appraisal report obtained in accordance with applicable regulations (please refer to Pages 13–19 of the Handbook) :
-
A&J Professional Real Estate Valuation Services (Commissioned by Hung Ching):
- No. 26, Ziqiang 4th Road, Zhongli District, Taoyuan City (entire building including building and land) appraised value: NT$5,964,000,000 (excluding taxes). Calculated at Hung Ching's allocation ratio of 72.15%: NT$4,303,026,000 (excluding taxes).
-
Cushman & Wakefield (Commissioned by ASE):
- No. 26, Ziqiang 4th Road, Zhongli District, Taoyuan City (entire building including building and land) appraised value: NT$5,764,873,000 (excluding taxes). Calculated at Hung Ching's allocation ratio of 72.15%: NT$4,159,355,870 (excluding taxes).
-
(VI)Restrictive covenants and other important stipulations associated with the transaction:
This transaction is a normal real estate sale with no special covenants.
11
Hung Ching Development & Construction Co., Ltd.
Statements of Cash Flows
2025.11~2026.12
| Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
Statements of Cash Flows 2025.11~2026.12 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit: NT$ thousand | ||||||||||||||||
| No./Item/Month | 2025.11 | 2025.12 | 2026.01 | 2026.02 | 2026.03 | 2026.04 | 2026.05 | 2026.06 | 2026.07 | 2026.08 | 2026.09 | 2026.10 | 2026.11 | 2026.12 | Total | |
| Balance of cash at beginning of the period |
73,247 | 76,373 |
86,217 |
65,859 |
75,688 |
61,360 |
71,404 |
75,795 |
59,550 |
72,342 |
85,421 |
69,363 |
70,507 |
850,983 |
||
| Add: Cash inflows | ||||||||||||||||
| 1 | Real estate | 48,960 | 35,280 |
1,342,020 |
1,779,360 |
1,352,020 |
0 |
0 |
0 |
50,000 |
50,000 |
0 |
0 |
0 |
0 |
4,657,640 |
| 2 | Rental income | 4,000 | 4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
4,000 |
56,000 |
| 3 | Cash dividend income - ASE |
229,480 | ||||||||||||||
| 229,480 | ||||||||||||||||
| 4 | Others | 1,118,870 | 289 |
1,733 |
1,733 |
1,734 |
1,733 | 1,733 |
1,734 |
1,733 | 1,733 |
1,734 |
1,733 | 801,733 |
289 |
1,938,514 |
| Total | 1,171,830 | 39,569 |
1,347,753 |
1,785,093 |
1,357,754 |
5,733 | 5,733 |
5,734 |
285,213 | 55,733 |
5,734 |
5,733 | 805,733 |
4,289 |
6,881,634 |
|
| Less: Cash expenditure | ||||||||||||||||
| 1 | Construction costs and expenses |
130,000 | 217,147 |
260,000 |
210,000 |
220,000 |
240,000 |
240,000 |
260,000 |
260,000 |
260,000 |
260,000 |
260,000 |
260,000 |
260,000 |
|
3,337,147 |
||||||||||||||||
| 2 | General and administrative expenses |
10,000 | 10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
10,000 |
|
140,000 |
||||||||||||||||
| 3 | Selling and marketing expenses |
1,000 | 5,000 |
1,000 |
1,000 |
1,000 |
6,000 |
1,000 |
1,000 |
1,000 |
1,000 |
6,000 |
1,000 |
1,000 |
1,000 |
|
28,000 |
||||||||||||||||
| 4 | Interest expenses | 30,739 | 30,613 |
30,146 | 27,299 |
24,117 |
22,724 |
23,377 |
24,014 |
24,456 |
24,689 |
25,521 |
26,624 |
27,292 |
27,969 |
369,580 |
| 5 | Cash dividends | 0 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
270,306 |
0 |
0 |
0 |
270,306 |
| 6 | Others | 800,000 | 0 |
0 |
0 |
80,000 |
0 |
0 |
0 |
0 |
0 |
13,000 |
0 |
0 |
800,000 |
1,693,000 |
| Total | 971,739 | 262,761 |
301,146 |
248,299 |
335,117 |
278,724 |
274,377 |
295,014 |
295,456 |
295,689 |
584,827 |
297,624 |
298,293 |
1,098,969 |
5,838,033 |
|
| Cash available before financing |
273,338 | (146,818) |
1,132,824 | 1,602,653 |
1,098,325 |
(211,631) |
(197,240) | (213,485) | 49,307 | (167,614) |
(493,672) | (222,528) | 577,948 | (243,697) |
||
| Net financing (repayments) amount |
(196,965) | 233,035 | (1,066,965) |
(1,526,965) | (1,036,965) | 283,035 | 273,035 |
273,035 |
23,035 |
253,035 |
563,035 |
293,035 |
273,035 |
323,035 |
||
| Closingcash balance | 76,373 | 86,217 |
65,859 |
75,688 |
61,360 |
71,404 |
75,795 |
59,550 |
72,342 |
85,421 |
69,363 |
70,507 |
850,983 |
79,338 |
||
| Beginningborrowings | 13,239,367 | 13,042,402 |
13,275,437 |
12,208,472 |
10,681,507 |
9,644,542 |
9,927,577 |
10,200,612 |
10,473,647 |
10,496,682 |
10,749,717 |
11,312,752 |
11,605,787 |
11,878,822 |
||
| Closingborrowings | 13,042,402 | 13,275,437 |
12,208,472 |
10,681,507 |
9,644,542 |
9,927,577 |
10,200,612 |
10,473,647 |
10,496,682 |
10,749,717 |
11,312,752 |
11,605,787 |
11,878,822 |
12,201,857 |
||
| Interest rate | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% | 2.800% |
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Discussion Items
Item 2. (Proposed by the Board of Directors)
Proposal: To sign the joint construction contract with Advanced Semiconductor Engineering, Inc. for the Kaohsiung Third Park.
Explanation:
-
In September 2023, the Bureau of Industrial Parks, Ministry of Economic Affairs (hereinafter referred to as "Bureau of Industrial Parks") announced acceptance of investment applications for four land parcels at Nos. 281, 281-1, 281-2, and 281-3, Nandu Section 4, Nanzih District, Kaohsiung City, within the jurisdiction of the Kaohsiung Nanzih Technology Industrial Park III (hereinafter referred to as "Third Park"). Due to business needs, Advanced Semiconductor Engineering, Inc. (hereinafter referred to as "ASE"), with the intention of leveraging the Company's professional construction experience, formed an applicant team with the Company and Advanced Semiconductor Engineering, Inc. to submit an overall planning proposal (hereinafter referred to as "the proposal") in November 2023. The four land parcels are planned for development in two phases. This proposal was approved by the Bureau of Industrial Parks in January 2024, and subsequently, the Phase 1 investment (expansion) plan was submitted in October 2024 and approved by the Bureau of Industrial Parks.
-
The Phase 1 land of Third Park is currently leased by ASE. The land is located at No. 281, Nandu Section 4, Nanzih District, with a site area of 24,905 square meters (7,533.7625 ping). ASE plans to initiate Phase 1 factory construction in joint construction with the Company, with the Company funding the construction of a factory building and smart logistics building. The total floor area is expected to be approximately 26,500 ping, with a construction period of approximately 33 months. Construction is expected to begin in the first quarter of 2026 and be completed in the fourth quarter of 2028. Referring to the appraisal reports from professional institutions Savills Taiwan (commissioned by Hung Ching) and Cushman & Wakefield (commissioned by ASE), after negotiation between the financial personnel of both parties, following past practice, it is recommended to use the average of the joint construction rights value allocation ratios (hereinafter referred to as "joint construction allocation ratio") assessed by the two appraisal firms as the basis of allocation. Hung Ching will receive 97%, and ASE will receive 3%. The appraisal results are summarized as follows:
20
| Client | Appraisal Institute | Distribution Ratio of the Joint Construction |
Distribution Ratio of the Joint Construction |
|---|---|---|---|
| Hung Ching | ASE | ||
| Hung Ching | Savills Taiwan | 97.05% | 2.95% |
| ASE | Cushman & Wakefield | 96.9578% | 3.0422% |
| Average (mutually agreed) | 97.00% | 3.00% |
-
This case is a related party transaction and must comply with the Financial Supervisory Commission's "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" and the Company's "Procedures for Acquisition or Disposal of Assets." An evaluation of the joint construction purpose, necessity, expected benefits, reasons for selecting a related party as the transaction counterparty, and a cash flow projection table for the next twelve months is required. Please refer to Pages 24-36 of the Handbook for evaluation materials. If construction is successfully sold upon completion, it is expected to generate approximately NT$8.225-8.595 billion in operating revenue for the Company. After deducting estimated costs of NT$7.475 billion, estimated gross operating profit is approximately NT$0.75-1.12 billion, with a gross profit margin of approximately 9%-13%.
-
Restrictive covenants and other important stipulations associated with the transaction:
-
(1) Phase 1 of Third Park is planned for factory and logistics buildings. According to the proposal and investment (expansion) plan, the factory and logistics building users must be ASE. Therefore, both parties agree to the following provisions in the joint construction contract (contract language may be further revised):
-
1) The ultimate purpose of the joint construction by both parties is for ASE (Party A) to obtain complete property rights and for Hung Ching (Party B) to obtain reasonable construction remuneration. Therefore, both parties agree that after completion of the building, Party A shall purchase Party B's share of the building.
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2) Within one month after the building is completed and receives a use permit and preservation registration, regarding Party B's share of the building, Parties A and B shall each engage a professional real estate appraisal institution to calculate and issue an appraisal report. The average of the two appraisal institutions shall serve as the standard for the purchase price, and a factory purchase and sale contract shall be
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21
separately executed. However, if the difference between the two parties' total appraisals reaches 10% or more, both parties shall mutually agree to engage a third appraisal institution for appraisal, and the average of the three appraisal results shall be the final transaction price.
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3) Party A agrees that the time for executing the factory purchase and sale contract mentioned in the preceding paragraph, because Party B must comply with the related party transaction regulations of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," in addition to approval by the Audit Committee and Board of Directors, if the transaction amount reaches 10% or more of Party B's total assets, Party B must also submit to the shareholders' meeting for approval before executing the purchase and sale contract and making payment.
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(2) To avoid situations where the approved building permit area differs significantly from the area currently provided to appraisers, or where the actual construction start date is too far from the joint construction contract signing date, leading to inaccurate cost estimates—both of which would affect joint construction allocation ratio appraisal results—the following provisions will be agreed upon with ASE in the joint construction contract (contract language may be further revised):
-
Both parties agree that in any of the following situations, the Company must re-estimate total construction costs based on the approved building permit floor area, and both parties shall engage the original appraisal institutions to re-issue appraisal reports. If the average of the two appraisal institutions' re-appraised ratios differs from the originally agreed allocation ratio for ASE by ten percent or more (i.e., an increase or decrease of 0.3% or more), both parties agree to renegotiate the joint construction allocation ratio based on the new appraisal results:
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1) The total floor area of the approved building permit differs from the area calculation table provided by the architect by 3% or more (i.e., an increase or decrease of approximately 795 ping or more).
-
2) The actual construction start date of the building is 12 months or more from the joint construction contract signing date.
22
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As ASE serves as the director of the Company, pursuant to Article 223 of the Company Act, the joint construction contract with ASE should be represented by the Supervisor. However, as the Company has established an Audit Committee to replace the Supervisor, we propose that the Audit Committee select one member to represent the Company in the negotiation and signing of the joint construction contract.
-
According to the joint construction contract, if the parties need to renegotiate the distribution ratio, the board of directors authorizes the audit committee to handle the matter within a 5% range of changes in the company's distributable ratio (i.e., the company's distributable ratio changes to between 92.15% and 100%).
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Attachment: Evaluation of Related-Party Transaction (please refer to Pages 24-36 of the Handbook).
Resolution:
23
Hung Ching Development & Construction Co., Ltd. Evaluation of Related-Party Transaction (Joint Construction of Factory Buildings in the Third Park)
I. Subject of Joint Construction
- Land Location:
| Land Location: | |||||
|---|---|---|---|---|---|
| Section | Land No. | Area | Scope of Leasehold Rights |
Lessee | |
| square meter (m²) |
ping | ||||
| Nandu Section 4, Nanzih District, Kaohsiung City |
281 | 24,905 | 7,533.7625 | 100% |
Advanced Semiconductor Engineering, Inc. |
-
Advanced Semiconductor Engineering, Inc. (hereinafter referred to as "ASE") will lease the land, and Hung Ching will fund the construction of a factory building and smart logistics building. The total floor area is expected to be approximately 26,500 ping.
-
II. Pursuant to Article 15 of the Financial Supervisory Commission's "Regulations Governing the Acquisition and Disposal of Assets by Public Companies", this document presents an evaluation of the relevant information pertaining to related-party transactions.
-
(I) Purpose, Necessity, and Anticipated Benefit of the Joint Construction
-
Purpose of Joint Construction:
- In September 2023, the Bureau of Industrial Parks, Ministry of Economic Affairs (hereinafter referred to as "Bureau of Industrial Parks") announced acceptance of investment applications for four land parcels at Nos. 281, 281-1, 281-2, and 281-3, Nandu Section 4, Nanzih District, Kaohsiung City, within the jurisdiction of the Kaohsiung Nanzih Technology Industrial Park III (hereinafter referred to as "Third Park"). Due to business needs, ASE formed an applicant team with the Company and ASE Electronics Inc. (hereinafter referred to as "ASE Electronics") to submit an overall planning proposal (hereinafter referred to as "the proposal") in November 2023. The four land parcels are planned for development in two phases. This proposal was approved by the Bureau of Industrial Parks in January 2025, and subsequently, the Phase 1 investment (expansion) plan was submitted in October
-
24
2024 and approved by the Bureau of Industrial Parks.
To capture the structural demand for advanced packaging and testing driven by artificial intelligence and high-performance computing chips, ASE needs to expand production capacity at its Kaohsiung facility and plans to develop Phase 1 of Third Park factory through joint construction with the Company. As demand in the industrial real estate market continues to increase and suitable industrial land is difficult to find, acquiring factory real estate through joint construction is a good avenue. Over the long term, whether through leasing land for self-built factories or participating in joint construction with ASE to obtain factory property rights, the Company's purpose has always been to acquire factory inventory for sale, with the goal of increasing the Company's operating revenue and creating profits.
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2. Necessity:
Among the qualification conditions in the Bureau of Industrial Park's Third Park investment solicitation announcement, applicants must submit a self-renewal plan for existing park land leases of 1 hectare or more, tied to a construction investment guarantee deposit (hereinafter referred to as "guarantee deposit"). Upon obtaining a use permit, 15% will be refunded; the remaining 85% of the guarantee deposit will be refunded only after completing the self-renewal plan for the existing park and confirmation by the Bureau of Industrial Parks. If the committed self-renewal plan is not completed, the Bureau of Industrial Parks will forfeit 85% of the guarantee deposit. According to the investor conditions announced by the Bureau of Industrial Parks, the Company cannot independently serve as an investment applicant and must apply jointly with ASE. Additionally, regarding the commitments in the proposal submitted to the Bureau of Industrial Parks, the self-renewal plan is the responsibility of ASE and ASE Electronics. If the Company leases land for self-construction, we would need to pay a construction guarantee deposit (approximately NT$78 million), but the factory to be renewed does not belong to the Company, so it would be unreasonable for the Company to pay the guarantee deposit. Furthermore, after selling the factory upon completion, the Company would find it even more difficult to control the progress of subsequent factory self-renewal plans, with the risk of the guarantee deposit being forfeited. Therefore, this case is more reasonable through joint construction with ASE leasing the land and paying the construction guarantee deposit, and this is also the better model for this case to reduce risk and acquire factory real estate. Therefore, there is a necessity for joint construction.
-
Anticipated Benefit:
-
1) Determination Method and Reference Basis for Joint Construction Rights Value Allocation Ratio (Joint Construction Allocation Ratio):
Phase 1 of Third Park is planned to construct a factory building and logistics building, with a total floor area expected to be
26
approximately 26,500 ping. Referring to the appraisal reports from professional institutions Savills Taiwan (commissioned by Hung Ching) and Cushman & Wakefield (commissioned by ASE) (please refer to Pages 32-36 of the Handbook), after negotiation between the financial personnel of both parties, following past practice, it is recommended to use the average of the joint construction allocation ratios assessed by the two appraisal firms as foundation for allocation. Hung Ching will receive 97%, and ASE will receive 3%.
Joint Construction Allocation Ratio Appraisal Results:
| Client | Appraisal Institute | Distribution Ratio of the Joint Construction |
Distribution Ratio of the Joint Construction |
|---|---|---|---|
| HungChing | ASE | ||
| Hung Ching | Savills Taiwan | 97.05% | 2.95% |
| ASE | Cushman & Wakefield | 96.9578% | 3.0422% |
| Average | 97.00% | 3.00% |
- 2) The estimated cost investment for this joint construction project is NT$7.475 billion (including construction costs, construction management fees, design fees, interest, etc.). When the building is completed and proposed for sale, the appraiser's valuation will serve as the reference sale price. Since there are no comparable cases locally, referring to the K13 (ASE purchased and renamed K18) factory appraisal model, the appraiser should adopt cost plus profit of 10%-15%. Therefore, the estimated joint construction profit is approximately NT$0.75-1.12 billion, with a gross profit margin of approximately 9%-13%.
(II) Reasons for choosing the related party as a trading counterparty:
The construction and sale of factories is the Company's main source of business. The Company has jointly constructed factory buildings with ASE or its related enterprises on multiple occasions and has fully mastered the various operational processes for ASE's factory construction, which will help control the progress of this new factory construction. Although this is joint construction with a related party, as long as the transaction process is transparent, the allocation ratio is reasonable, and it complies with relevant regulatory requirements, obtaining more opportunities to earn reasonable
27
profits for the company through joint construction with a related party does not diminish the legitimacy and legality of related party transactions.
- (III)The date and price at which the related party originally acquired the real property, the original trading counterparty, and its relationship with the Company and the related party:
This case involves ASE obtaining land lease rights from the Bureau of Industrial Parks for joint construction with the Company. Since this is a joint construction case, matters such as the related party's original acquisition date, price, and transaction counterparty are not applicable to this case.
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(IV)A cash flow forecast for the next year (please refer to Page 12 of the Handbook) commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
The total project cost for this case is approximately NT$7.475 billion (including construction costs, construction management fees, design fees, interest, etc.), with a construction period of approximately 33 months. Construction is expected to begin in the first quarter of 2026 and be completed in the fourth quarter of 2028, with sales revenue recognition estimated for first to second quarter of 2029. This project will seek project construction financing of approximately NT$3.85 billion in the future (estimated at 55% the construction cost of approximately NT$7 billion; construction management fees, design fees, and interest cannot be included in construction financing applications). The remaining shortfall of NT$3.625 billion can be paid from the sale proceeds of Zhongli Plant 2 in the first quarter 2026. The sale of Zhongli Plant 2 is estimated to generate cash inflow of NT$4.23 billion (excluding taxes). After deducting construction financing of NT$1.5 billion, remaining funds will be NT$2.73 billion. Combined with ongoing sales of Emperor Court and future sale proceeds from K28, funding sources for this project are adequate. Moreover, with a short construction period and fast capital recovery, there is necessity for this transaction, and fund utilization is reasonable.
-
(V) Professional appraisal report obtained in accordance with applicable regulations (please refer to Pages 32–36 of the Handbook):
-
Savills Taiwan (commissioned by Hung Ching): Joint construction allocation ratio: Hung Ching 97.05%; ASE 2.95%.
-
Cushman & Wakefield (Commissioned by ASE):
- Joint construction allocation ratio: Hung Ching 96.9578%; ASE 3.0422%.
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(VI)Restrictive covenants and other important stipulations associated with the transaction:
-
Phase 1 of Third Park is planned for factory and logistics buildings. According to the proposal and investment (expansion) plan, the factory and logistics building users must be ASE. Therefore, both parties agree to the following provisions in the joint construction contract (contract language may be further revised):
-
1) The ultimate purpose of the joint construction by both parties is for ASE (Party A) to obtain complete property rights and for Hung Ching (Party B) to obtain reasonable construction remuneration. Therefore, both parties agree that after completion of the building, Party A shall purchase Party B's share of the building.
-
2) Within one month after the building is completed and receives a use permit and preservation registration, regarding Party B's share of the building, Parties A and B shall each engage a professional real estate appraisal institution to calculate and issue an appraisal report. The average of the two appraisal institutions shall serve as the standard for the purchase price, and a factory purchase and sale contract shall be separately executed. However, if the difference between the two parties' total appraisals reaches 10% or more, both parties shall mutually agree to engage a third appraisal institution for appraisal, and the average of the three appraisal results shall be the final transaction price.
-
3) Party A agrees that the time for executing the factory purchase and sale contract mentioned in the preceding paragraph, because Party B must comply with the related party transaction regulations of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies," in addition to approval by the Audit Committee and Board of Directors, if the transaction amount reaches 10% or more of Party B's total assets, Party B must also submit to the shareholders' meeting for approval before executing the purchase and sale contract and making payment.
30
-
To avoid situations where the approved building permit area differs significantly from the area currently provided to appraisers, or where the actual construction start date is too far from the joint construction contract signing date, leading to inaccurate cost estimates—both of which would affect joint construction allocation ratio appraisal results—the following provisions will be agreed upon with ASE in the joint construction contract (contract language may be further revised): Both parties agree that in any of the following situations, the Company must re-estimate total construction costs based on the approved building permit floor area, and both parties shall engage the original appraisal institutions to re-issue appraisal reports. If the average of the two appraisal institutions' re-appraised ratios differs from the originally agreed allocation ratio for ASE by ten percent or more (i.e., an increase or decrease of 0.3% or more), both parties agree to renegotiate the joint construction allocation ratio based on the new appraisal results.
-
1) The total floor area of the approved building permit differs from the area calculation table provided by the architect by 3% or more (i.e., an increase or decrease of approximately 795 ping or more).
-
2) The actual construction start date of the building is 12 months or more from the joint construction contract signing date.
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Extempore Motions
Adjournment
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Attachments 1
Hung Ching Development & Construction Co., Ltd. Articles of Incorporation
Chapter 1 General Principles
Article 1 The Company is organized in accordance with the Company Act and named as Hung Ching Development & Construction Co. Ltd. Article 2 The business to be operated by the Company is as follows: 1. H701010 Housing and Building Development and Rental 2. H701020 Industrial Factory Development and Rental 3. H702010 Construction Manager
-
H703090 Real Estate Business
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H703100 Real Estate Leasing
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F111090 Wholesale of Building Materials
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F120010 Wholesale of Refractory Materials
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F301010 Department Stores
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F301020 Supermarkets
-
F401010 International Trade
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F501030 Beverage Shops
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F501060 Restaurants
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I503010 Landscape and Interior Designing
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F399040 No Storefront Retail Sale
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G202010 Parking area Operators
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J403010 Motion Picture Projection
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J701040 Recreational Activities Venue
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J701120 Children's Playground
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J801030 Athletics and Recreational Sports Stadium
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JA01010 Automobile Repair
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JA01990 Other Automobile Services
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JE01010 Rental and Leasing Activities
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JZ99030 Photographic Studios
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JZ99080 Beauty and Hairdressing Services
-
JZ99090 Festive Comprehensive Services
-
ZZ99999 In addition to the above-licensed businesses, the Company may operate any other businesses that are not prohibited or restricted by law, except for those that are subject to special approvals.
38
| Article | 2-1 | The total amount of the Company's reinvestment may not be |
|---|---|---|
| restricted by 40% of the paid-in capital, and shall be an external guarantee. |
||
| Article | 3 | The Company's head office is located in Taipei City. The Board of |
| Directors may decide to set up branches at home and abroad, and | ||
| the same applies when they are cancelled or relocated when | ||
| necessary. | ||
| Article | 4 | The Company's announcement method shall be performed in |
| accordance with Article 28 of the Company Act. | ||
| Chapter 2 Shares |
||
| Article | 5 | The total capital of the Company is set at NT$5,403,060,000, and it |
| is divided into 54,306,000 shares, each with a denomination of | ||
| NT$10, and will be issued in separately. | ||
| Article | 5-1 | Deleted |
| Article | 6 | The Company's shares may be exempted from printing any share |
| certificate for the shares issued in accordance with Article 161-2 of | ||
| the Company Act, and shall register the issued shares with a | ||
| centralized securities depositary enterprise and follow the | ||
| regulations of that enterprise. | ||
| Article | 7 | The transfer, donation, loss of the Company's stocks, the |
| establishment and cancellation of pledge rights, and other related | ||
| stock affairs shall be performed in accordance with relevant laws | ||
| and regulations and the regulations of the competent authority. | ||
| Article | 8 | Deleted |
| Article | 9 | The rename and transfer of shares shall cease within 60 days before |
| the regular shareholders' meeting, 30 days before the extraordinary | ||
| general meeting, or within 5 days before the base date of the | ||
| Company's decision to distribute dividends, bonuses, or other | ||
| benefits. |
Chapter 3 Shareholders' Meeting
39
-
Article 10 Shareholders' meeting shall be regular meeting and extraordinary meeting. The regular meeting of shareholders referred to in the preceding Paragraph shall be convened within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown. The latter may be duly convened according to the laws whenever the Company deems necessary. The shareholders' meeting minutes may be produced and distributed in electronic form.
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Article 11 If a shareholder is unable to attend a meeting, he/she may appoint a representative to attend it, and to exercise, on his/her behalf, all rights at the meeting, in accordance with Article 177 of the Company Act, and Article 25-1 of the Securities and Exchange Act.
-
Article 12 Each share of the Company held by shareholders is entitled to one voting right, but where circumstances specified in Article 179 of the Company Act apply, it shall be non-voting shares.
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Article 13 Unless otherwise stipulated by the Company Act, the shareholders' meeting shall be duly chaired by the Chairman if convened by the Board of Directors. In the Chairman's absence or unavailability, the Chairman shall designate a director to act as an agent. In the event that the Chairman does not appoint an agent, one director shall be elected from among themselves to act in his place. The shareholders' meeting shall be convened by other convening persons other than the Board of Directors. In case of two or more conveners, one of them shall be elected from among themselves to chair the meeting.
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Article 14 Except as otherwise provided by applicable law, the shareholders' resolutions shall be adopted upon the approval of a majority of the voting shares present at the meeting, which is attended by holders of a majority of the total issued and outstanding shares of the Company.
Article 15 The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder as an announcement within 20 days after the conclusion of the meeting. The attendance book of the shareholders and the power of attorney attending the shareholders must be retained within the Company for at least one year.
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| Chapter 4 Director |
||
|---|---|---|
| Article | 16 | The Company sets up 11~13 directors, including 3 independent |
| directors and 8~10 non-independent directors for a term of three | ||
| years. The shareholders' meeting will elect and appoint competent | ||
| persons to act on the positions, and once re-elected, they can re-take | ||
| the positions. | ||
| The re-election of Independent Directors of the Company shall be | ||
| handled in accordance with relevant laws and regulations. | ||
| When the election of the Directors shall be handled in accordance | ||
| with the provisions of Article 198 of the Company Act. | ||
| During the election of Directors, Independent and Non-Independent | ||
| Directors are elected at the same time, but the elected ones will be | ||
| counted separately. Those who have won the votes representing | ||
| more voting rights will serve as Independent and Non-Independent | ||
| Directors respectively. | ||
| The Company shall establish an Audit Committee, which shall | ||
| consist of all independent directors in accordance with Article 14-4 | ||
| of the Securities and Exchange Act. The Audit Committee is | ||
| responsible for the implementation of the functions and powers of | ||
| the supervisor stipulated in the Company Act, the Securities and | ||
| Exchange Act and other laws. The Audit Committee shall be | ||
| composed of all independent directors. The exercise of its powers | ||
| and related matters shall be separately determined by the Board of | ||
| Directors in accordance with relevant laws and regulations. | ||
| Article | 16-1 | The Directors of the Company shall be elected from the nomination |
| list prepared by the Company. Shareholders and the Board of | ||
| Directors who hold more than 1% of the total issued shares of the | ||
| Company may propose a list of candidates for directors, and after | ||
| the Board of Directors examines that they meet the requirements for | ||
| directors, they may submit them to the shareholders' meeting for | ||
| selection; If the shareholders' meeting is convened by another | ||
| convener, the convener shall review that the convener meets the | ||
| requirements of director, and then request the shareholders' meeting | ||
| for appointment. Director candidate nomination acceptance method, | ||
| announcement, and other relevant matters shall be handled | ||
| according to the Company Act, Securities and Exchange Act, and | ||
| other relevant regulations. |
41
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Article 16-2 The remuneration of independent directors of the Company is set at NT$600,000 per person per year. However, if the term of office is less than one year, the actual number of days in office will be calculated on a pro-rata basis.
-
The remuneration of independent directors of the Company is set at NT$800,000 per person per year due to their concurrent role as members of the Remuneration Committee. However, if the term of office is less than one year, the actual number of days in office will be calculated on a pro-rata basis.
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Article 17 The directors shall form the Board of Directors and elect from among themselves a Chairman of the Board of Directors by a majority in a meeting attended by over two-thirds of the directors. The Chairman of the Board of Directors conducts all companyrelated affairs according to law, Articles of Incorporation, resolution of Shareholders' meeting, and Board of Directors' meeting. The Chairman represents the Company externally.
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Article 18 Unless otherwise provided by the Company Act, the Board of Directors shall be convened by the Chairman of the Board in accordance with the law. Except as otherwise stipulated in the Company Act, the resolutions of the Board of Directors shall be consented by more than half of the directors present in a board meeting attended by more than half of all the directors. If a director is unavailable to attend the Board of Directors' meeting in person for some reasons, he/she may issue a power of attorney to entrust another director to attend the meeting on his/her behalf, and the use of the power of attorney shall be handled in accordance with relevant laws and regulations. The resolutions of the Board meeting shall be recorded in the minutes. The meeting minutes shall be signed or sealed by the Chairman of the Board and be retained within the Company. If the directors have an interest in the matters at the meeting, they shall state at the board meeting the important contents of their interest.
Article 19 If the Chairman of the Board is on leave or unable to exercise his powers and duties for any reason, his/her agent shall be appointed pursuant to Article 208 of the Company Act.
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Article 20 When the directors of the Company perform the duties on behalf of the Company, whether the Company makes a profit or loss, the Company shall compensate the directors and authorize the Board of Directors to set a compensation standard based on the industry standard and the value of their participation in and contribution to the operation of the Company within the highest standard set in the Company's Procedure for Compensation Management. If the Company has profits, additional remuneration is distributed pursuant to Article 23.
Chapter 5 Managerial Officer Article 21 The Company may have managerial officers. Appointment, discharge, and the remuneration of these managerial officers shall be in compliance with Article 29 of the Company Act.
Chapter 6 Accounting
-
Article 22 The Company's Board of Directors shall prepare (1) business report, (2) financial statements, and (3) earnings distribution or deficit compensation proposal after the end of each fiscal year and submit to the shareholders' meeting for approval in accordance with the statutory procedures.
-
Article 23 The Company shall allocate 1%~7% of the profit of the fiscal year as employees' compensation if has profit in the year, with no less than 15% of this amount allocated as entry-level employees' compensation. The employees' compensation will be distributed in share or cash by the resolution of the Board of Directors. The employees of the subordinate company that meet certain conditions may be granted such compensation. The Board of Directors can determine by resolution to allocate no more than 3% of the abovementioned profit as directors' compensation. The proposal distributing employees' and Directors' remuneration shall be reported to the shareholders' meeting.
When there are accumulated losses, the Company shall offset the appropriate amounts before remuneration and then allocate the remuneration and compensation of the employee and directors in proportion to the preceding paragraph.
43
Article 24 Any after-tax net income shall first be used to offset the accumulated losses if there is any, and then to appropriate 10% of the earnings as legal reserve until its amount reaches the actual paid-in capital. For the rest, the special surplus reserve shall be set aside or converted in accordance with the laws and regulations; if there is a balance and the accumulated undistributed surplus, the Board of Directors shall propose a surplus distribution plan and submit a resolution to the shareholders' meeting. However, when the surplus distribution is distributed in cash, it may be made by the Board of Directors with the presence of more than two-thirds of the directors and with the approval of more than half of the directors present, and reported to the shareholders' meeting. Chapter 7 Supplemental Provisions Article 25 The Company's current industrial development is in a mature period while the business development is still at a growth stage with investment plans and funding requests in the coming years. Therefore, in addition to the above-mentioned policies, the distribution of earnings in accordance with the provisions of Article 24 of the Articles of Incorporation shall be based on at least 20% by cash dividends and the remainder shall be distributed in the form of stock dividends as distribution of shareholders' dividends and bonuses for the year. However, if the Company obtains sufficient funds from external parties to meet its funding requests for the year, the proportion of cash dividends distributed above shall be increased to 40% on a discretionary basis.
As stated in the preceding paragraph, the Company may determine the most appropriate dividend policy and payment method depending on the actual operation of the year and taking into account the capital budget planning for the subsequent year. Article 26 Matters not specified in this Articles of Incorporation shall be governed by the Company Act. Article 27 The Articles of Incorporation was formulated on November 20, 1986. The first amendment was made on July 8, 1987. The second amendment was made on August 15, 1987. The third amendment was made on December 10, 1988. The fourth amendment was made on June 10, 1989. The fifth amendment was made on June 25, 1989. The sixth amendment was made on January 15, 1990.
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The seventh amendment was made on June 18, 1990. The eighth amendment was made on June 28, 1991. The ninth amendment was made on February 21, 1992. The tenth amendment was made on July 13, 1993. The eleventh amendment was made on June 5, 1994. The twelfth amendment was made on May 5, 1995. The thirteenth amendment was made on April 29, 1996. The fourteenth amendment was made on June 25, 1997. The fifteenth amendment was made on April 29, 1998. The sixteenth amendment was made on April 29, 1998. The seventeenth amendment was made on June 15, 1999. The eighteenth amendment was made on June 30, 2000. The nineteenth amendment was made on June 11, 2002. The twentieth amendment was made on June 29, 2005. The twenty-first amendment was made on June 29, 2006. The twenty-second amendment was made on June 20, 2007. The twenty-third amendment was made on June 25, 2008. The twenty-fourth amendment was made on June 25, 2010. The twenty-fifth amendment was made on June 24, 2011. The twenty-sixth amendment was made on June 28, 2012. The twenty-seventh amendment was made on June 27, 2016. The twenty-eighth amendment was made on June 22, 2017. The twenty-ninth amendment was made on June 21, 2018. The thirty amendment was made on June 18, 2020. The thirty-first amendment was made on June 27, 2022. The thirty-second amendment was made on June 26, 2023. The thirty- third amendment was made on June 19, 2025
45
Attachments 2
Hung Ching Development & Construction Co., Ltd.
Rules of Procedure for Shareholders' Meetings
-
I. The shareholders' meeting of the Company shall be conducted in accordance with the Rules of Procedure of the Shareholders' Meetings (the "Rules").
-
II. The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register. The number of attending shares is calculated based on the signature book or the attendance cards, 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. In addition, if the Company exercises voting rights in writing or electronically, the number of shares will be counted together.
-
III. All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act or restricted by the relevant provisions of the Company Act where shares are not assigned voting rights. In the event that a shareholder is unable to attend the meeting, he/she may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholder meeting on his or her behalf. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to We no later than 5 days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; except in the case where there is an explicit statement which comes later to revoke the previous written proxy.
After the power of attorney is delivered to the Company, the shareholder who intends to attend the shareholder meeting in person or exercise the voting rights by electronic means shall cancel the advice of proxy to the Company in writing two days before the shareholders' meeting. If the shareholder revokes the advice exceeding the time limit, the power of attorney which designates a proxy to attend the meeting and exercise the
46
voting rights shall prevail.
-
IV. The Company shall, in the notice of the shareholders' meeting, specify the time and place for shareholder registration, and other important matters. The shareholders' meeting shall be held in the city or county where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting. The registration time for accepting shareholders should be handled at least 30 minutes before the start of the meeting, and the registration place should be clearly marked and adequately qualified personnel should be sent to handle it, and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.
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V. Unless otherwise provided by the Company Act, the shareholders' meeting shall be duly chaired by the Chairman if convened by the Board of Directors. In the event that the Chairman is absent or unavailable as well, the Chairman shall, in advance, appoint a director to act in his place. In the event that the Chairman does not appoint an agent, one director shall be elected from among themselves to act in his place.
If the aforementioned chairperson is acting on behalf of a director, he or she shall be a director who has been in office for at least six months and is familiar with the Company's financial and business conditions. The same applies if the chairman is a representative of a corporate director.
If a shareholders' meeting is convened by a person with convening power other than the Board of Directors, the chairman of the meeting shall be the person with convening power. If there are more than two persons with convening rights, one of them shall be elected as the chairman.
- VI. The Company may appoint the retained Attorney(s)-at-Law, Certified Public Accountant(s) or relevant personnel to participate in a shareholders' meeting as observers.
Staff at the shareholders' meetings shall wear ID badges or arm badges.
- VII. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded materials shall be retained for at least one year. However, in the event a lawsuit is filed regarding the Directors election under Article 189 of the Company Act, those ballots shall be archived until the conclusion of the lawsuit.
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- VIII. The chair shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chair may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be approved in accordance with Paragraph 1 of Article 175 of the Company Act.
In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholders' meeting is adjourned, the chair may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Act.
- IX. The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda.
The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.
The chair shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including extempore motions) unless duly resolved in the meeting.
After the adjournment of the meeting, shareholders shall not elect another chair to continue the meeting at the original site or in another place. In the event that the chair announces adjournment of the meeting against the Rules, however, with the approval of more than half of the voting rights of the present shareholders, one person will be elected as the Chairman to reconvene the meeting.
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X. During the process of the meeting, the chair may announce a recess at an appropriate time.
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XI. An attending shareholder shall issue and submit a floor note before speaking at the shareholders' meeting. The floor note shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the chair may fix the order of speaking. An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder's speech and those
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recorded on the slip, the contents of shareholder's speech shall prevail. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless permitted by the chair and such speaking shareholder; the chair shall stop any such violations.
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XII. Unless otherwise permitted by the chair, a shareholder may only speak, up to two times, on a single proposal, each time no more than five minutes in length. The chair may stop the speech of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.
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XIII. If a juristic person is entrusted to attend the shareholders' meeting, such juristic person may only appoint one person to be its representative at the meeting. In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholders' meeting, only one representative may speak for the same issue.
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XIV. After the speech is given by an attending shareholder, the chair may personally respond or designate relevant personnel to respond.
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XV. If the chair believes that the discussion for a proposal has reached a level where a vote may be called, the chair may make an announcement to end such discussion and call for a vote.
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XVI. The person(s) supervising the casting of the ballots and the person(s) counting the ballots are designated by the chair, provided that the person(s) supervising the casting of the ballots shall be a shareholder. The recording procedure of issues of shareholders' meetings shall be processing publicly in shareholder meetings and the results including statistical weights shall be reported on the spot and shall be recorded into the minutes of the meeting. The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the list of elected directors and supervisors and the numbers of votes with which they were elected.
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XVII. Except as otherwise provided under the Company Act and/or the Company's Articles of Incorporation, a resolution shall be adopted with the approval of more than one-half of the votes of the shareholders present. If, in the course of the vote, no objections are made by the shareholders present after an inquiry by the chair is cast against a proposal, such proposal is deemed to be adopted with the same effect as if it had been adopted through a voting process.
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XVIII. In the event that an amendment or a substitute comes out of the same issue, the chair shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.
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XIX. The chairman will instruct the marshals (or security personnel) to help maintain order at the venue. When the marshals (or security personnel) are present to assist in maintaining order, they should wear armbands with the word 'Marshal' printed on them.
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XX. Matters not specified in the Rules shall be governed by the Company Act, the Company's Articles of Incorporation, and any other relevant laws and regulations.
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XXI. These Rules and any amendments thereof shall be put into enforcement after being resolved at the shareholders' meeting.
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Attachments 3
Share Ownership of Directors
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I. According to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all directors of the Company is 12,000,000 shares.
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II. As of the book closure date for this shareholders' meeting (December 16, 2025), the following are the shareholding status of individuals and the entirety of directors recorded in the Shareholders Register:
| December 16, 2025 | December 16, 2025 | ||
|---|---|---|---|
| Title | Name | Current Shareholding | |
| Number of Shares |
% | ||
| Chairman | Wen-Hsiang Chien | 27,782 | 0.010% |
| Director | Chia-Pei Chou | 67,723 | 0.025% |
| Director | Advanced Semiconductor Engineering, Inc. Representative: Yuan-Yi Tseng |
68,629,782 | 25.390% |
| Advanced Semiconductor Engineering, Inc. Representative: Ching-Chou Su |
|||
| Director | Tu-Tsuen Uang | 2,000 | 0.001% |
| Director | Ching-Hua Chen | 4,176 | 0.002% |
| Director | Fang-Ying Chen | 20,000 | 0.007% |
| Director | Chien-Hua Yao | 2,768 | 0.001% |
| Independent Director |
Wei-Li Tso | 206 | 0.000% |
| Independent Director |
Hung-Lung Hung | 0 | 0.000% |
| Independent Director |
Chun-Chin Tu | 0 | 0.000% |
Note: As of the closing date of the shareholders' meeting, the total number of shares held by all directors of the Company is 68,754,437 shares, which complies with the provisions of Article 26 of the Securities Exchange Act.
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