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Hung Ching AGM Information 2025

Jul 6, 2025

52140_rns_2025-07-06_8ca97846-3180-45e0-a67e-21dc3411ed64.pdf

AGM Information

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Stock Code: 2527

Hung Ching Development & Construction Co., Ltd.

Annual Shareholders' Meeting 2025

Meeting Handbook (Translation)

Time and Date: 10:00 a.m., Thursday, June 19, 2025 Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (ASE 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

2025 Annual Shareholders' Meeting Procedure ......................................... 1 2025 Shareholders' Meeting Agenda .......................................................... 2 Report Items ................................................................................................ 3 Ratification Items ........................................................................................ 7 Discussion Items ....................................................................................... 10 Extempore Motions ................................................................................... 14

Attachments I. Business Report ................................................................................. 15 II. Audit Committee Review Report ...................................................... 18 III. Independent Auditors’ Report and Financial Statements .................. 19 IV. Articles of Incorporation .................................................................... 39 V. Rules of Procedure for Shareholders' Meetings ................................ 47 VI. Share Ownership of Directors ............................................................ 52

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. 2025 Annual Shareholders' Meeting Procedure

  • I. Call the Meeting to Order

  • II. Chair's Remarks

  • III. Report Items

  • IV. Ratification Items

  • V. Discussion Items

  • VI. Extempore Motions

  • VII.Adjournment

1

Hung Ching Development & Construction Co., Ltd.

2025 Shareholders' Meeting Agenda

  • I. Time and Date: 10:00 a.m., Thursday, June 19, 2025

  • II. Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (A.S.E. Design Center)

  • III. The method for convening of the shareholders' meeting: Physical shareholder's meeting.

  • IV. Chair's Remarks

  • V. Report Items

  • 2024 Business Report

  • Audit Committee Review Report of 2024 Audited Financial Statements

  • Report on the Distribution of Remuneration for Employees and Directors of 2024

  • Report on the status of loans of funds.

  • VI. Ratification Items

  • Ratification of the Company's 2024 Business Report and Financial Statements

  • Ratification of the 2024 Earnings Distribution Proposal

VII. Discussion Items

  1. Amendments to the Articles of Incorporation

  2. VIII. Extempore Motions.

  3. IX. Adjournment.

2

Report Items

No. 1.

Proposal: 2024 Business Report Explanation: Please refer to Page 14-15 of this Notice for the 2024 Business Report (Attachment 1).

3

Report Items

No. 2.

Proposal: Audit Committee's review of the 2024 annual final accounting books and statements. Explanation: For the 2024 Audit Committee's Review Report, please refer to Page 16 of this Handbook (Attachment 2).

4

Report Items

No. 3.

Proposal: Report on 2024 employees' and directors' remuneration. Explanation:

  1. According to the Articles of Incorporation, if the Company makes a profit in the year, 1% to 7% of the profits shall be allocated as employees' compensation and no more than 3% of the profit as directors' compensation. In the presence of the accumulated loss, the Company shall allocate an amount to recover such loss before allocating any employees' and directors' compensation.

  2. The 2024 remuneration of employees and directors was determined by the Board of Directors in accordance with the Articles of Incorporation of the Company to distribute employee compensation of NT$45,108,250 and directors' compensation of NT$22,554,125 in cash.

  3. There is no difference between the above distribution amount and the estimated amount of recognized expenses in 2024.

5

Report Items

No. 4.

Proposal:

Report on the status of loans of funds.

Explanation: As of December 31, 2024, the Company has provided funds to others in accordance with the limits specified in our Procedure for Lending Funds to Others. This is a necessary requirement for conducting business transactions. Please refer to the table below for more detailed information:

Unit: NT$ thousand

Company
Lending
Funds
Loan
Recipient
Relationship
Maximum
Balance
for the
Period
Ending
balance
Actual
Amount
Used
Interest
Rate
Range
(%)

Nature
of
financing
(Note 1)

Collateral

Collateral
Financing
Limits for
Each
Borrower
(Note 2)
Capital
Loan and
Maximum
Limit
(Note 3)
Name Value
Hung Ching
Development
&
Construction
Co., Ltd.


Ding Gu
Properties
Co., Ltd.

Invested
company
with 24%
equity
interest
$1,618,800 $1,618,800 $1,618,800 2.34%-
2.67%
Short-
term
financing

None
$ - $2,695,031 $5,390,063

Note 1: The lending targets are companies that meet strategic objectives.

Note 2: Lending limits to individual companies or firms: Loans for short-term financing needs shall not exceed twenty percent of the Company's latest financial statement net worth.

Note 3: Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40 percent of the lender's net worth.

6

Ratification Items

Item 1: (Proposed by the Board of Directors)

Acknowledgment of the 2024 business report and annual final accounting books and statements.

  • Explanation: The Board of Directors has prepared the Company's 2024 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by CPA, Wang-Sheng Lin and Shih Chun-Hung of Deloitte & Touche, by whom an audit report has been issued accordingly.

Attachment:

  • I. Business Report (please refer to Pages 14-15 of the Handbook for Attachment 1).

  • II. Financial Statements (please refer to Pages 17-36 of the Handbook for Attachment 3).

  • III. Earnings Distribution Table (please refer to Page 9 of the Handbook).

Resolution:

7

Ratification Items

Item 2: (Proposed by the Board of Directors)

Proposal: Acknowledgment of the 2024 Earnings Distribution. Explanation:

  1. The Company's earnings distribution in 2024 is proposed in accordance with the Company Act and the Articles of Incorporation of the Company.

  2. The dividend to shareholders of NT$540,612,000 will be distributed in cash. Based on the number of shares recorded in the Company's current shareholder register of 270,306,000 shares, NT$2 per share will be distributed. The distribution of cash dividends shall be based on share ratio and rounded off to the integer. Fractional dividend amounts that are less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total amount of cash dividend distribution is met. Subsequent factors such as the issuance of new shares due to the Company's cash capital increase and issuance of new shares, or the transfer or cancellation of treasury shares due to the purchase of the Company's shares, which affects the number of shares that the Company can participate in the distribution of shareholder dividends, and the dividend rate of shareholders changes and needs to be revised, it is proposed to authorize the Board of Directors to handle and adjust it.

  3. The shareholders' ex-dividend date shall be determined by the Board of Directors after a resolution is made at the shareholders' meeting.

  4. Attachment: Earnings Distribution Table (please refer to Page 9 of the Handbook).

Resolution:

8

Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd.
Earnings Distribution Table
2024
Currency Unit: NT$
Undistributed retained earnings of the previous year

1,973,334,532
Income after tax for the year
1,272,344,368
Withdraw 10% of the statutory surplus reserve (127,234,437 )
Reversal of special surplus reserve according to the Act 86,759,105
Distributable retained earnings of the year
3,205,203,568
Distribution items
Shareholders' dividends - Cash
(540,612,000)
Balance of retained earnings of the year
2,664,591,568

Note: Current profit shall first be distributed for the above profit distribution.

Chairman: Managerial Officer:

Accounting Supervisor:

9

Discussion Items

Item 1: (Proposed by the Board of Directors)

Proposal: To adopt the Amendments to parts of the "Articles of Incorporation".

Explanation:

  1. To comply with Order Jin-Guan-Zheng-Fa-Zi No. 1130385442 issued by the Financial Supervisory Commission and operational requirements, the Company proposes to amend certain provisions of the "Articles of Incorporation."

  2. Please refer to Pages 11-12 of the Handbook for the Comparison Table.

Resolution:

10

Hung Ching Development & Construction Co., Ltd.

Comparison Table of the "Articles of Incorporation" before and after the Amendment

Amended Provisions Current Provisions Note
Article 23 Article 23 According to
The Company shall allocate 1%~7% of the The Company shall allocate 1%~7% of the Order Jin-Guan-
profit of the fiscal year as employees' profit of the fiscal year as employees' Zheng-Fa-Zi
compensation if has profit in the year,with compensation if has profit in the year. The No. 1130385442
no less than 15% of this amount allocated as
employees' compensation will be
issued by the
entry-level employees' compensation.The distributed in share or cash by the Financial
employees' compensation will be distributed
resolution of the Board of Directors. The
Supervisory
in share or cash by the resolution of the employees of the subordinate company that
Commission on
Board of Directors. The employees of the meet certain conditions may be granted November 8,
subordinate company that meet certain such compensation. The Board of Directors
2024, and in
conditions may be granted such can determine by resolution to allocate no accordance with
compensation. The Board of Directors can more than 3% of the above-mentioned Article 14,
determine by resolution to allocate no more profit as directors' compensation. The Paragraph 6 of
than 3% of the above-mentioned profit as proposal of distributing employees' and the Securities
directors' compensation. Theproposal~~of~~ Directors' remuneration shall be reported to
and Exchange
distributing employees' and Directors' the shareholders' meeting. Act, publicly
remuneration shall be reported to the When there are accumulated losses, the listed companies
shareholders' meeting. Company shall offset the appropriate shall specify in
When there are accumulated losses, the amounts before remuneration and then its articles of
Company shall offset the appropriate allocate the remuneration and incorporation
amounts before remuneration and then compensation of the employee and that a certain
allocate the remuneration and compensation
directors in proportion to the preceding
percentage of its
of the employee and directors in proportion paragraph. annual earnings
to the preceding paragraph. shall be
allocated for
salary
adjustments or
compensation
distributions for
entry-level
employees.
Article 27 Article 27 Added the date
The Articles of Incorporation was The Articles of Incorporation was of amendments
formulated on November 20, 1986. formulated on November 20, 1986. as approved by
The first amendment was made on July 8, The first amendment was made on July 8, the
1987. 1987. Shareholders'
The second amendment was made on The second amendment was made on Meeting.
August 15, 1987. August 15, 1987.
The third amendment was made on The third amendment was made on
December 10,1988. December 10,1988.

11

Amended Provisions Current Provisions Note
The fourth amendment was made on June The fourth amendment was made on June
10, 1989. 10, 1989.
The fifth amendment was made on June 25, The fifth amendment was made on June 25,
1989. 1989.
The sixth amendment was made on January The sixth amendment was made on January
15, 1990. 15, 1990.
The seventh amendment was made on June The seventh amendment was made on June
18, 1990. 18, 1990.
The eighth amendment was made on June The eighth amendment was made on June
28, 1991. 28, 1991.
The ninth amendment was made on The ninth amendment was made on
February 21, 1992. February 21, 1992.
The tenth amendment was made on July 13, The tenth amendment was made on July
1993. 13, 1993.
The eleventh amendment was made on June The eleventh amendment was made on
5, 1994. June 5, 1994.
The twelfth amendment was made on May The twelfth amendment was made on May
5, 1995. 5, 1995.
The thirteenth amendment was made on The thirteenth amendment was made on
April 29, 1996. April 29, 1996.
The fourteenth amendment was made on The fourteenth amendment was made on
June 25, 1997. June 25, 1997.
The fifteenth amendment was made on April
The fifteenth amendment was made on
29, 1998. April 29, 1998.
The sixteenth amendment was made on The sixteenth amendment was made on
April 29, 1998. April 29, 1998.
The seventeenth amendment was made on The seventeenth amendment was made on
June 15, 1999. June 15, 1999.
The eighteenth amendment was made on The eighteenth amendment was made on
June 30, 2000. June 30, 2000.
The nineteenth amendment was made on The nineteenth amendment was made on
June 11, 2002. June 11, 2002.
The twentieth amendment was made on The twentieth amendment was made on
June 29, 2005. June 29, 2005.
The twenty-first amendment was made on The twenty-first amendment was made on
June 29, 2006. June 29, 2006.
The twenty-second amendment was made The twenty-second amendment was made
on June 20, 2007. on June 20, 2007.
The twenty-third amendment was made on The twenty-third amendment was made on
June 25, 2008. June 25, 2008.
The twenty-fourth amendment was made on The twenty-fourth amendment was made
June 25, 2010. on June 25, 2010.
The twenty-fifth amendment was made on

12

Amended Provisions Current Provisions Note
The twenty-fifth amendment was made on June 24, 2011.
June 24, 2011. The twenty-sixth amendment was made on
The twenty-sixth amendment was made on June 28, 2012.
June 28, 2012. The twenty-seventh amendment was made
The twenty-seventh amendment was made on June 27, 2016.
on June 27, 2016. The twenty-eighth amendment was made
The twenty-eighth amendment was made on on June 22, 2017.
June 22, 2017. The twenty-ninth amendment was made on
The twenty-ninth amendment was made on June 21, 2018.
June 21, 2018. The thirty amendment was made on June
The thirty amendment was made on June 18,
18, 2020.
2020. The thirty-first amendment was made on
The thirty-first amendment was made on June 27, 2022.
June 27, 2022. The thirty-second amendment was made on
The thirty-second amendment was made on June 26, 2023.
June 26, 2023.
The thirty-third amendment was made on
June 19,2025.

13

Extempore Motions

Adjournment

14

Attachments 1

Business Report

Introduction

Looking back at the 2024 real estate market, it can be described as "strong start, weak finish." During the first three quarters, with the domestic economic growth rate significantly rising and the boom in AI industries and semiconductor-related supply chains, demand for residential and commercial real estate in these areas was stimulated. Additionally, under the New Youth Homeownership Assistance Loan Policy, a large number of first-time homebuyers with essential housing needs were attracted, creating an active real estate market. Buyers primarily focused on "low total price," "small square footage," and "high liquidity" properties. According to Ministry of Interior statistics, property transfers in the six major cities reached approximately 210,000 units in the first three quarters, an increase of 25.11% compared to the same period in 2023. The national housing price-to-income ratio in the third quarter of 2024 was 10.82 times, up from 9.97 times in the fourth quarter of 2023, indicating that both prices and volume increased during the first three quarters of 2024. In the fourth quarter, following the Central Bank's introduction of the seventh wave of selective credit controls restricting loans for "multi-unit purchasers" and "investors," buyers faced limited loan amounts. Combined with strong expectations of price corrections, the market adopted a wait-and-see approach. However, supported by strong buying in the first three quarters, annual property transfers in the six major cities reached approximately 270,000 units, a year-over-year increase of 14.8%, while nationwide transfers totaled 350,000 units, reaching an 11-year high.

Operating Performance

In 2024, the consolidated operating income amounted to NT$7,265,269 thousand. This was primarily attributed to the sales revenue from properties such as the Kaohsiung K13 factory office buildin, the Di Jing Yuan project,

15

and the Hongjing Qingyun project, constituting 95% of the total operating income. Other sources of income, including real estate leasing, construction contracts, and service income, accounted for the remaining 5% of operating income. After deducting construction and leasing costs totaling NT$5,468,820 thousand, the gross operating profit was NT$1,796,449 thousand. Operating expenses amounted to NT$434,328 thousand. Additionally, after considering the net amount of non-operating income and expenses, which totaled NT$96,597 thousand, and deducting the income tax expense of NT$206,916 thousand, the consolidated net income amounted to NT$1,251,802 thousand. The net income attributable to the Company's individual entity was NT$1,272,344 thousand, with an earnings per share of NT$4.86.

2025 Operating Plan

In 2025, in addition to continuing the sale of residential projects such as Emperor Court on Pingnan Road, the ongoing projects will proceed as follows: the construction of the Kaohsiung K28 Factory Office Building, with a floor area of approximately 10,884 ping, is expected to receive a usage permit in the fourth quarter of 2026; the Zhongli Factory Office Building, with a floor area of approximately 19,300 ping, is expected to be completed and obtain a usage permit in the fourth quarter of 2025; the Zhubei project is planned to be divided into 8 zones and developed in three phases. The soil and water conservation project for the entire area was completed in the second quarter of 2022, and the first phase of development (Zone A, residential and reception house) is currently applying for a construction permit; the Taichung Phase 14 residential project is expected to start construction in April 2025.

Future Operation Outlook

As the subsequent effects of the Central Bank's seventh wave of selective credit controls gradually emerge, banks have generally increased loan interest rates and reduced loan-to-value ratios, leading to higher capital costs. While this has suppressed market participation from multi-unit buyers and investors, fundamental demand from owner-occupiers continues to provide support. Given the tightening of buyer funding, developers may adjust their project

16

strategies by introducing "small square footage, high unit price, low total price" products to align with market trends, or offer more flexible payment terms to stimulate buying interest. Furthermore, if the global economy enters an interest rate reduction cycle, Taiwan's Central Bank may follow suit, further reducing mortgage pressure and providing market support momentum.

Housing prices have been affected by factors such as rising raw material and labor costs, carbon tax implementation, Property Hoarding Tax 2.0, and Central Bank credit controls, all of which increase construction and holding costs. However, existing developers have limited room for price reductions due to their sound financial positions, making significant short-term corrections unlikely. Additionally, real estate serves as an asset preservation function, and in regions with transportation infrastructure improvements and active industrial development, housing demand remains relatively stable due to continued employment growth. Some capital continues to flow into the real estate market, providing certain price support.

Looking ahead to 2025, the real estate market will continue to be influenced by policy adjustments, interest rate fluctuations, economic conditions, and changes in market supply and demand. The wait-and-see atmosphere from the fourth quarter of 2024 may persist, maintaining a consolidation pattern. The market is expected to continue showing a trend of "reduced volume with stable prices." In the short term, our company's operational strategy will focus primarily on constructing factories in joint ventures with affiliated enterprises and developing residential projects in Zhubei and Taichung Phase 14. Going forward, we will actively seek suitable land for development, aiming to generate stable annual operating income and profits to reward our shareholders.

Thank you again for your support and advice over the year, and wish you good health and all the best!

Chairman:

Managerial Officer:

Accounting Supervisor:

17

Attachments 2

Audit Committee Review Report

The Board of Directors has prepared the Company's 2024 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by Deloitte & Touche, Taiwan, by whom an audit report has been issued accordingly. The Business Report, Financial Statements and the Earnings Distribution Proposal have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Hung Ching Development & Construction Co., Ltd.

Convener of the Audit Committee

March 14, 2025

  • 18 -

Attachments 3

Independent Auditors’ Report

To the Board of Directors and the Shareholders of Hung Ching Development & Construction Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of the Hung Ching Development & Construction Co., Ltd. and its subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company Only 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 audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 19 -

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2024 are stated as follows:

  • Sales Revenue of Building and Land Related Party Transaction

In 2024, the Hung Ching Group generated NT$6,922,512 thousand in sales revenue from real estate. The sale of the K13 factory office building to a significant investor accounted for NT$5,263,000 thousand, representing 76% of the total sales revenue from real estate for the year. This transaction is considered significant for the consolidated financial statements as it is one of the main sources of income for the Hung Ching Group. The auditor has identified the related party transactions in sales revenue from real estate as a key audit matter due to the higher controllability of transactions with related parties and the significant impact of the reasonableness of the conditions and the commercial substance of such transactions on the expression of the consolidated financial statements. Please refer to Notes 4, 22 and 29 to the Consolidated Financial Statements.

The main audit procedures performed on the specific levels in respect of the above-mentioned key audit matter for the audit of the year are as follows:

  1. We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.

  2. We obtained sales contracts from related parties to understand the purpose, price and payment terms of the transactions and to evaluate whether the transactions are commercially reasonable and the basis for pricing.

  3. Issuance of letters of inquiry regarding related party sales transactions.

Other Matters

We have also audited the parent company only financial statements of Hung Ching Construction Development Co., Ltd. as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.

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

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

  • 20 -

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 high, but an audit performed in accordance with auditing standards does not provide assurance that the consolidated financial statements will be audited in accordance with accounting principles and practices generally accepted in the Republic of China.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated 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 maintain professional skepticism throughout the audit. We also:

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

  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. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  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 consolidated 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 consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. 21 -

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

  7. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our opinion to 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 those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche Certified Public Accountant: Certified Public Accountant: Wang-Sheng Lin Jun-Hong Shi

Financial Supervisory Commission Financial Supervisory Commission Approval Approval Document No.: Document No.: Jin-Guan-Zheng-Shen-Zi No. 1060023872 Jin-Guan-Zheng-Shen-Zi No. 1110348898

March 7, 2025

  • 22 -

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2024 and 2023

Unit: NT$ thousand

Code

1100
1110
1150
1172
1180
1200
1210
130X
1429
1476
1479
11XX

1517
1535
1550
1600
1755
1760
1780
1840
1930
1990
15XX
1XXX

Code

2100
2110
2130
2170
2219
2220
2230
2280
2322
2399
21XX

2540
2580
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
31XX
36XX

3XXX
Assets
Current assets
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss - current (Note 7)
Notes receivable (Notes 8 and 22)
Trade receivables (Notes 8 and 22)
Trade receivables - related parties (Notes 8, 22 and 29)
Trade receivables (Note 8)
Trade receivables - related parties (Notes 8 and 29)
Inventories (Notes 5, 9 and 30)
Prepayments (Note 17)
Other financial assets - current (Note 16)
Other current assets (Note 17)
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income - non-
current (Notes 10, 28 and 30)
Financial asset measured at amortized cost - non-current (Note 28)
Investments accounted for using equity method (Note 12)
Property, plant and equipment (Notes 13, 23 and 30)
Right-of-use assets (Notes 14 and 23)
Investment properties (Notes 15, 23 and 30)
Intangible assets (Note 23)
Deferred tax assets (Note 24)
Long-term notes receivable (Notes 8 and 22)
Other non-current assets (Notes 17 and 23)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term loans (Notes 18, 28 and 30)
Short-term bills payable (Notes 18, 28 and 30)
Contract liabilities (Note 22)
Trade payables (Note 19)
Other payables
Other payables - related parties (Note 29)
Current tax liabilities
Lease liabilities (Note 14)
Long-term loans due within one year (Notes 18 and 30)
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans (Notes 18, 28 and 30)
Lease liabilities (Note 14)
Guarantee deposits received (Note 15)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the company (Note 21)
Share capital
Capital Surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury Shares
Total equity attributable to owners of the Company
Non-controlling interests
Total equity
Total equity and liabilities
December 31, 2024 December 31, 2024 %
5
-
-
-
-
-
6
35
9
-
-
55
26
-
3
4
-
12
-
-
-
-
45
100
21
16
-
3
1
-
1
-
1
-
43
6
-
-
6
49
10
1
4
1
12
17
23

2)
49
2
51
100
December 31, 2023 December 31, 2023
Amount
$ 1,331,404
-
809
6,139
6,458
6,894
1,654,943
9,586,273
2,372,635
4,000
1,426
14,970,981
7,202,796
10,000
684,993
1,018,607
-
3,400,992
311
27,160
-
13,632
12,358,491
$ 27,329,472
$ 5,697,000
4,491,085
29,030
747,099
202,020
69
142,889
-
360,609
27,689
11,697,490
1,741,806
-
30,182
1,771,988
13,469,478
2,703,060
371,540
1,065,213
274,472
3,245,678
4,585,363
6,271,008

455,812)
13,475,159
384,835
13,859,994
$ 27,329,472
Amount
$ 598,639
2,980
3,087
11,449
10,234
1,718
1,621,999
14,043,171
394,639
-
22
16,687,938
6,030,521
-
570,995
1,042,463
6,766
3,505,231
417
81,031
592
68,964
11,306,980
$ 27,994,918
$ 6,146,000
5,852,816
41,664
766,348
190,403
60
66,883
1,870
157,388
30,397
13,253,829
2,881,693
4,972
29,796
2,916,461
16,170,290
2,703,060
358,719
1,020,589
334,733
2,363,156
3,718,478
5,094,140

455,812)
11,418,585
406,043
11,824,628
$ 27,994,918
%
2
-
-
-
-
-
6
50
2
-
-
60
22
-
2
4
-
12
-
-
-
-
40
100
22
21
-
3
1
-
-
-
-
-
47
11
-
-
11
58
10
1
4
1
8
13
18

1)
41
1
42
100


( ( ( (

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

Chairman: Wen-Hsiang Chien

Manager: Chia-Pei Chou

Accounting Supervisor: Fang-Ying Chen

  • 23 -

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

January 1 to December 31, 2024 and 2023

Unit: NT$ thousand, except NT$ for EPS

Code
Operating income (Notes 22 and 29)
4100
Sales revenue of building and
land
4300
Rental revenue
4500
Construction revenue
4600
Service revenue
4800
Other operating revenue

4000
Total operating revenue

Operating cost (Notes 9 and 23)
5110
Cost of building and land for sale
5300
Rental costs
5500
Construction costs
5600
Service costs
5800
Other operating costs

5000
Total operating costs

5900 Gross operating profit

Operating expenses (Note 23)
6100
Selling and marketing expenses
6200
General and administrative
expenses
6000
Total operating expenses

6900 Net operating income

Non-operating income and expenses
7100
Interest income (Note 23)
7010
Other income (Note 23)
7020
Other gains and losses (Note 23)
7050
Finance costs (Note 23)

7060
Share of loss (profit) of
associates recognized under
equity method
7000
Total non-operating income
and expenses
7900 Income before tax

7950 Income tax expense (Note 24)
2024 %

95

3

-

1
1

100


72

1

-

1
1

75

25


1
5

6

19


1

3

-
(
4 )
1

1


20
3
2023
Amount

$ 6,922,512
180,722
-
88,713
73,322

7,265,269


5,212,022
125,044
-
53,722
78,032

5,468,820

1,796,449

102,544
331,784

434,328

1,362,121

49,878
243,537

33
(
310,849 )
113,998

96,597

$ 1,458,718
206,916
Amount
$ 1,946,184

185,527

6,277

90,181
87,206

2,315,375


1,361,187

136,678

1,200

57,016
84,066

1,640,147

675,228


41,896
274,838

316,734

358,494


12,741

400,703

60,463

170,722 )
205)

302,980

$ 661,474
97,605
%




84

8

-

4
4
100

59

6

-

2
4
71
29

2
12
14
15

-

17

3
(
7 )
-
13

28
4






(
(

(Continued on the next page)

  • 24 -

(Continued from the previous page)

2024
2023
Code
Amount
%
Amount
%
8200 NET PROFIT FOR THE YEAR

1,251,802

17

563,869

24
Other comprehensive income/(loss)
8310
Items that will not be reclassified
subsequently to profit or loss
8316
Unrealized gain/(loss) on
investments in equity
instruments at fair value
through other
comprehensive income
1,172,275
16
1,815,835
78
8349
Income tax related to items
that will not be reclassified
(Note 24)
-
-
14,669
1
8360
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translating the financial
statements of foreign
operations
4,909
- (
2,601 )
-
8399
Income tax related to items
that will be reclassified
(Note 24)
(
982)

-

520

-
8300
Other comprehensive
income/(loss) for the year,
net of income tax
1,176,202

16

1,828,423

79
8500 Total comprehensive income/(loss) for
the year
$ 2,428,004

33
$ 2,392,292
103
Net profit/(loss) attributable to
8610
Owners of the Company
$ 1,272,344
17 $ 580,013
25
8620
Non-controlling interests
(
20,542)

-
(
16,144)
(
1)
8600
$ 1,251,802

17
$ 563,869

24
Total comprehensive income/(loss)
attributable to:
8710
Owners of the Company
$ 2,449,212
34 $ 2,408,365 104
8720
Non-controlling interests
(
21,208)
(
1)
(
16,073)
(
1)
8700
$ 2,428,004

33
$ 2,392,292
103
Earnings per share (Note 25)
9710
Basic
$ 4.86
$ 2.22
9810
Diluted
$ 4.84
$ 2.21
The accompanying notes are an integral part of the consolidated financial statements.
Chairman:
Wen-Hsiang Chien
Manager:
Chia-Pei Chou
Accounting Supervisor:
Fang-Ying Chen
2023
%


(



(

(

(

(
  • 25 -

Hung Ching Development & Construction Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity

January 1 to December 31, 2024 and 2023

Unit: NT$ thousand

Code
A1
Balance as of January 1, 2023
Appropriation and distribution of
retained earnings in 2022
B1
Legal reserve
B3
Special capital reserve provided
B5
Cash dividend to shareholders
D1
Net profit for 2023
D3
Other comprehensive income (loss)
(after tax) for 2023
D5
Total comprehensive income/(loss) for
2023
T1
Acquisition of Minority Stake
M1
Adjustment in capital surplus from
dividends paid to subsidiaries
Q1
Disposal of equity instruments at fair
value through other comprehensive
income or loss
Z1
Balance as of December 31, 2023
Appropriation and distribution of
retained earnings 2023
B1
Legal reserve
B17
Reversal of special capital reserve
B5
Cash dividend to shareholders
D1
Net profit for 2024
D3
Other comprehensive income (loss)
(after tax) for 2024
D5
Total comprehensive income/(loss) for
2024
M1
Adjustment in capital surplus from
dividends paid to subsidiaries
Z1
Balance as of December 31, 2024
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Total
$ 9,271,978
-
-
(
270,306)
580,013
1,828,352
2,408,365
-
8,548
-
11,418,585
-
-
(
405,459)
1,272,344
1,176,868
2,449,212
12,821
$13,475,159
NON-
CONTROLLING
INTERESTS
$ 327,156

-
-
-

(
16,144 )
71

(
16,073 )
94,960
-
-

406,043

-
-
-

(
20,542 )
(
666)

(
21,208 )
-

$ 384,835
Total equity
Share capital
Number of
Shares (In
Thousand
Shares)
Amount
270,306
$ 2,703,060
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
270,306
2,703,060
-
-
-
-
-
-
-
-
-
-
-
-
-
-
270,306
$ 2,703,060
Capital Surplus
$ 350,171
-
-
-
-
-
-
-
8,548
-
358,719
-
-
-
-
-
-
12,821
$ 371,540
Retained earnings
Special reserve
Unappropriated
earnings
$ 244,982
$ 2,307,488
-
(
30,513)
89,751
(
89,751)
-
(
270,306)
-
580,013
-
-
-
580,013
-
-
-
-
-
(
133,775)
334,733
2,363,156
-
(
44,624)
(
60,261)
60,261
-
(
405,459)
-
1,272,344
-
-
-
1,272,344
-
-
$ 274,472
$ 3,245,678
Other equity items
Exchange
differences on
translating the
financial
statements of
foreign
operations
Unrealized gain
(loss) on
financial assets
at fair value
through other
comprehensive
income
($ 4,424)
$ 3,136,437
-
-
-
-
-
-
-
-
(
2,081)
1,830,433
(
2,081)
1,830,433
-
-
-
-
-
133,775
(
6,505)
5,100,645
-
-
-
-
-
-
-
-
3,927
1,172,941
3,927
1,172,941
-
-
($ 2,578)
$ 6,273,586
Treasury
Shares
($ 455,812)
-
-
-
-
-
-
-
-
-
(
455,812)
-
-
-
-
-
-
-
($ 455,812)
Exchange
differences on
translating the
financial
statements of
foreign
operations
Number of
Shares (In
Thousand
Shares)
270,306
-
-
-
-
-
-
-
-
-
270,306
-
-
-
-
-
-
-
270,306
Legal reserve
$ 990,076
30,513
-
-
-
-
-
-
-
-
1,020,589
44,624
-
-
-
-
-
-
$ 1,065,213
Special reserve
$ 244,982
-
89,751
-
-
-
-
-
-
-
334,733
-
(
60,261)
-
-
-
-
-
$ 274,472
($ 4,424)
-
-
-
-
(
2,081)
(
2,081)
-
-
-
(
6,505)
-
-
-
-
3,927
3,927
-
($ 2,578)
$ 9,599,134
-
-
(
270,306 )
563,869
1,828,423
2,392,292
94,960
8,548
-
11,824,628
-
-
(
405,459 )
1,251,802
1,176,202
2,428,004
12,821
$ 13,859,994
( (

Chairman: Wen-Hsiang Chien

The accompanying notes are an integral part of the consolidated financial statements. Manager: Chia-Pei Chou

Accounting Supervisor: Fang-Ying Chen

  • 26 -

Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows January 1 to December 31, 2024 and 2023

Unit: NT$ thousand

Code
Cash flows from operating activities
A00010
Income before tax for the year

A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expenses
A20200
Amortization of long-term
prepayments and intangible
assets
A20400
Net gain (loss) on financial assets at
FVTPL
A20900
Finance costs
A21200
Interest income

A21300
Dividend income

A22300
Share of profit or loss of associates
and joint ventures accounted for
using the equity method
A22500
Loss on disposal of property, plant
and equipment
A22700
Disposal of investment property
interests
A23800
Inventory impairment loss (reversal
gain)
A29900
Profit from lease modification

A30000
Changes in operating assets and
liabilities, net
A31115
Financial asset at FVTPL
A31125
Contract Asset
A31130
Notes receivable
A31150
Trade receivables
A31160
Trade receivables from related
parties
A31180
Other receivables

A31190
Other receivables - related party

A31200
Inventories
A31230
Prepayments

A31240
Other current assets

A32125
Contract liabilities

A32150
Trade Payables

A32180
Other payables
A32190
Other payables - related parties
A32230
Other current liabilities

A33000
Cash inflows (outflows) from operating
activities
A33300
Interest paid
2024
$ 1,458,718

131,221
3,103
(
112 )

310,849
(
49,878 )

(
230,089 )

(
113,998 )
-
-

135,170

(
92 )

3,092
-
2,870

5,310
3,776
(
7,623 )

(
32,944 )

2,737,276

(
308,311 )

(
1,404 )
(
12,634 )
(
19,249 )
9,597
9
(
2,708)

4,021,949

(
394,062 )
2023
$ 661,474
138,594
4,566
(
253 )
170,722
(
12,741 )
(
388,049 )
205
1,395
(
61,551 )
(
7,100 )
(
711 )
14,353
37,437
(
1,199 )
6,420
4,438
(
1,395 )
(
1,621,985 )
(
1,495,962 )
(
92,231 )
1
26,833
175,455
26,900
-
15,192
(
2,399,192 )
(
274,168 )

(Continued on the next page)

  • 27 -

(Continued from the previous page)

Code
A33500
Income tax paid

AAAA
Net cash inflows (outflows) from
operating activities
Cash flows from investing activities
B00040
Acquisition of financial assets measured at
amortized cost
B01800
Acquisition of intangible assets
B02200
Net cash flow from acquisition of
subsidiaries
B02700
Acquisition of property, plant and
equipment
B02800
Proceeds from disposal of property, plant
and equipment
B03800
Decrease in refundable deposits
B05400
Acquisition of investment properties

B05500
Disposal of investment properties
B06500
Increase in other financial assets

B07500
Interest received
B07600
Dividends received

BBBB
Net cash generated from/(used in)
investing activities
Cash flows from financing activities
C00100
Increase (Decrease) in short-term
borrowings
C00500
(Decrease) Increase in short-term bills
payable
C01600
Long-term loans
C01700
Repayments of long-term borrowings

C03000
Increase in guarantee deposits received
C03100
Return of deposited guarantee money

C03700
Increase in other payables - related parties
C03800
Decrease in other payables - related parties
C04020
Repayment for principal of lease liabilities
C04500
Distribution of cash dividend

CCCC
Net cash inflows (outflows) from
financing activities
DDDD Effect of exchange rate changes on cash

EEEE Net increase in cash and cash equivalents for the
year
E00100 Cash and cash equivalents, beginning of year

E00200 Cash and cash equivalents, end of year
2024
78,021)

3,549,866


10,000 )
-

-


124 )

-
52,335

5,593 )

4,235

4,000 )
52,325
230,089

319,267


449,000 )

1,361,731 )
1,020,000

1,956,666 )

4,416

4,030 )


1,500,000

1,500,000 )

1,400 )

392,637)

3,141,048)

4,680

732,765
598,639

$ 1,331,404
2023
( (
(
(
(
(
(
127,940)
2,801,300)
-

571,200 )

2,388,322 )

619 )
95
1,697

30 )
141,188
-
12,741
388,049
2,416,401)
383,100
4,399,248
1,190,000

178,940 )
3,549

4,773 )
-
-

2,970 )
261,758)
5,527,456
2,476)
307,279
291,360
$ 598,639
(
(
(
(
(
(
(
(
(
(
(
(
(

(
(
(
(
(

The accompanying notes are an integral part of the consolidated financial statements. Chairman: Manager: Accounting Supervisor: Wen-Hsiang Chien Chia-Pei Chou Fang-Ying Chen

  • 28 -

Independent Auditors’ Report

To the Board of Directors and the Shareholders of Hung Ching Development & Construction Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of the Hung Ching Development & Construction Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company Only 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company's parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 29 -

Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2024 are stated as follows:

  • Sales Revenue of Building and Land Related Party Transaction

In 2024, the Company's revenue from the sale of real estate amounted to NT$6,922,512 thousand, of which the sale of the K13 plant office building to an investor with significant influence amounted to NT$5,263,000 thousand, which accounted for 76% of the revenue from the sale of real estate for the current year, and was material to the financial statements, and was one of the major sources of income of the Company. Considering that the transactions with related parties are highly controllable and the reasonableness of the terms of the transactions and the business substance of the transactions will have a significant effect on the presentation of these transactions in the parent company only financial statements, we have identified the related party transactions of the revenue from the sale of real estate as one of the critical items to be audited. See Notes 4, 19 and 24 to the parent company only financial statements.

The main audit procedures performed on the specific levels in respect of the above-mentioned key audit matter for the audit of the year are as follows:

  1. We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.

  2. We obtained sales contracts from related parties to understand the purpose, price and payment terms of the transactions and to evaluate whether the transactions are commercially reasonable and the basis for pricing.

  3. Issuance of letters of inquiry regarding related party sales transactions.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only 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 members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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

  • 30 -

guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered to be material if they individually or collectively could reasonably be expected to affect the economic decisions of users of these 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 maintain professional skepticism throughout the audit. We also:

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

  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 by management.

  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 parent 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 parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our opinion to 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.

  • 31 -

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche

Certified Public Accountant: Wang-Sheng Lin

Certified Public Accountant: Jun-Hong Shi

Financial Supervisory Commission Approval Document No.: Jin-Guan-Zheng-Shen-Zi No. 1060023872

Financial Supervisory Commission Approval Document No.:

Jin-Guan-Zheng-Shen-Zi No. 1110348898

March 7, 2025

  • 32 -

Hung Ching Development & Construction Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2024 and 2023

Unit: NT$ thousand

Code

1100
1150
1172
1180
1200
1210
130X
1429
1479
11XX

1517
1550
1600
1760
1780
1840
1930
1990
15XX
1XXX
Code

2100
2110
2130
2170
2180
2219
2230
2320
2399
21XX

2540
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3500
31XX
Assets
Current assets
Cash and cash equivalents (Note 6)
Notes receivable (Notes 7 and 18)
Trade receivables (Notes 7 and 18)
Trade receivables from related parties (Notes 7, 18 and 24)
Other receivables (Notes 7)
Other receivables from related parties (Notes 7 and 24)
Inventories (Notes 5, 8, 24 and 25)
Prepayments (Note 13)
Other current assets (Note 13)
Total current assets
Non-current assets
Financial assets at FVTOCI - non-current (Notes 9 and 25)
Investments accounted for using equity method (Note 10)
Property, plant and equipment (Notes 11, 19 and 25)
Investment properties (Notes 12, 19 and 25)
Intangible assets (Note 19)
Deferred tax assets (Note 20)
Long-term notes receivable (Notes 7 and 18)
Other non-current assets (Notes 13 and 19)
Total non-current assets
Total assets
Liabilities and equity
Current liabilities
Short-term borrowings (Notes 14, 24 and 25)
Short-term bills payable (Notes 14, 23 and 25)
Contract liabilities (Note 18)
Trade payables (Note 15)
Trade payables to related parties (Notes 15 and 24)
Other payables
Current tax liabilities
Long-term borrowings - current portion (Notes 14, 23 and 25)
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings (Notes 14, 23 and 25)
Guarantee deposits received (Note 12)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the Company (Note 17)
Share capital
Capital Surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury Shares
Total equity
Total equity and liabilities
December 31, 2024
Amount
%
$ 874,342
4
728
-
5,695
-
1,400
-
6,053
-
1,654,943
6
6,808,258
25
2,471,590
9
1,426

-
11,824,435
44
7,149,182
26
4,654,835
17
391,727
2
2,977,104
11
311
-
27,116
-
-
-
12,457

-
15,212,732
56
$ 27,037,167
100
$ 5,390,000
20
4,491,085
17
28,944
-
56,671
-
1,156,851
4
168,734
1
132,113
1
360,609
1
11,992

-
11,796,999
44
1,741,806
6
23,203

-
1,765,009

6
13,562,008
50
2,703,060
10
371,540

2
1,065,213
4
274,472
1
3,245,678
12
4,585,363
17
6,271,008
23

455,812)
(
2)
13,475,159
50
$ 27,037,167
100
December 31, 2023 December 31, 2023
Amount
$ 874,342
728
5,695
1,400
6,053
1,654,943
6,808,258

2,471,590
1,426

11,824,435

7,149,182

4,654,835

391,727
2,977,104

311
27,116
-
12,457

15,212,732

$ 27,037,167

$ 5,390,000

4,491,085

28,944
56,671
1,156,851
168,734
132,113
360,609
11,992

11,796,999

1,741,806
23,203

1,765,009

13,562,008

2,703,060

371,540

1,065,213
274,472
3,245,678

4,585,363

6,271,008


455,812)

13,475,159

$ 27,037,167
Amount
$ 148,378
2,548
10,409
1,400
1,360
1,621,999
11,426,346

429,032
22

13,641,494

5,957,652

4,414,834

399,212
3,073,031

417
80,859
592
65,787

13,992,384

$ 27,633,878

$ 5,868,000

5,852,816

40,733
75,627
1,133,044
138,377
30,489
157,388
15,182

13,311,656

2,881,693

21,944

2,903,637

16,215,293

2,703,060

358,719

1,020,589
334,733
2,363,156

3,718,478

5,094,140


455,812)

11,418,585

$ 27,633,878
%
-
-
-
-
-
6
41
2
-
49
22
16
2
11
-
-
-
-
51
100
21
21
-
-
4
1
-
1
-
48
11
-
11
59
10
1
4
1
9
14
18
(
2)
41
100


( (

The accompanying notes are an integral part of the parent company only financial statements. Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Supervisor: Fang-Ying Chen

  • 33 -

Hung Ching Development & Construction Co., Ltd.

Parent Company Only Statements of Comprehensive Income

January 1 to December 31, 2024 and 2023

Unit: NT$ thousands, except earnings per share of NT$

Code
Operating revenue (Notes 18 and
24)
4100
Sales revenue of building and
land

4300
Rental revenue
4800
Other operating revenue

4000
Total operating revenue
Operating cost (Notes 19 and 24)
5110
Costs of building and land for
sale (Note 8)
5300
Rental costs
5800
Other operating costs

5000
Total operating costs

5900 Gross operating profit

Operating expenses (Notes 19 and
24)
6100
Selling and marketing
expenses
6200
General and administrative
expenses

6000
Total operating expenses
6900 Net operating income

NON-OPERATING INCOME AND
EXPENSES
7100
Interest income (Note 19)
7010
Other income (Note 19)
7020
Other gains and losses (Note
19)

7050
Finance costs (Note 19)

7060
Share of loss (profit) of
subsidiaries and affiliates
accounted for under equity
method

7000
Total non-operating
income and expenses
2024 %
97

2
1

100

79
2
1

82

18

1
3

4

14

1
3

-
(
4 )
6

6
2023
Amount
$ 6,922,512
154,904
60,224

7,137,640

5,670,883
105,602
54,496

5,830,981

1,306,659

102,754
221,247

324,001

982,658

44,928
240,283
(
50 )
(
303,258 )
471,385

453,288
Amount
$ 1,946,184
147,926
52,806

2,146,916

1,516,836
107,393
49,298

1,673,527

473,389

42,944
170,988

213,932

259,457

11,339
397,124
61,537
(
163,936 )
47,888

353,952
%
91
7
2
100
71
5
2
78
22
2
8
10
12
1
19
3
(
8 )
2
17

(Continued on the next page)

  • 34 -

(Continued from the previous page)

Code
7900 Income before tax

7950 Income tax expense (Note 20)

8200 NET PROFIT FOR THE YEAR

Other comprehensive income/(loss)
8310
Items that will not be
reclassified subsequently to
profit or loss
8316
Unrealized gain/(loss) on
investments in equity
instruments at fair
value through other
comprehensive income
8330
Share of other
comprehensive income
or loss of subsidiaries
accounted for using
the equity method

8349
Income tax related to
items that will not be
reclassified (Note 20)
8360
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translating the
financial statements of
foreign operations
8399
Income tax related to
items that will be
reclassified to profit or
loss (Note 20)

8300
Other comprehensive
income/(loss) for the
year, net of income tax
8500 Total comprehensive income/(loss)
for the year

Earnings per share (Note 21)
9710
Basic

9810
Diluted
2024 %
20

2

18

16

-
-
-

-

16

34


2023
Amount
$ 1,435,946
163,602

1,272,344


1,191,530

18,589 )

-
4,909
982)

1,176,868

$ 2,449,212

$ 4.86
$ 4.84
Amount
$ 613,409
33,396

580,013

1,813,774
1,990
14,669
(
2,601 )
520

1,828,352

$ 2,408,365

$ 2.22
$ 2.21
%
29
2
27
84
-
1

-
-
85
112

(


(

The accompanying notes are an integral part of the parent company only financial statements. Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Supervisor:

Accounting Supervisor: Fang-Ying Chen

  • 35 -

Hung Ching Development & Construction Co., Ltd.

Parent Company Only Statements of Changes in Equity

January 1 to December 31, 2024 and 2023

January 1 to December 31, 2024 and 2023
Code
A1 Balance as of January 1, 2023
Appropriation and distribution of retained
earnings in 2022
B1
Legal reserve
B3
Special capital reserve provided
B5
Cash dividend to shareholders
D1 Net profit for 2023
D3 Other comprehensive income (loss) (after
tax) for 2023
D5 Total comprehensive income/(loss) for
2023
M1 Adjustment in capital surplus from
dividends paid to subsidiaries
Q1 Disposal of equity instruments at fair value
through other comprehensive income or
loss
Z1 Balance as of December 31, 2023
Appropriation and distribution of retained
earnings 2023
B1
Legal reserve
B17
Reversal of special capital reserve
B5
Cash dividend to shareholders
D1 Net profit for 2024
D3 Other comprehensive income (loss) (after
tax) for 2024
D5 Total comprehensive income/(loss) for
2024
M1 Adjustment in capital surplus from
dividends paid to subsidiaries
Z1 Balance as of December 31, 2024
Chairman: Wen-Hsiang Chien
Share capital
Retained earnings
Number of Shares
(In Thousand
Shares)
Amount
Capital Surplus
Legal reserve
Special reserve
Unappropriated
earnings
270,306
$ 2,703,060
$ 350,171
$ 990,076
$ 244,982
$ 2,307,488
-
-
-
30,513
-
(
30,513 )
-
-
-
-
89,751
(
89,751 )
-
-
-
-
-
(
270,306 )
-
-
-
-
-
580,013
-
-
-
-
-
-
-
-
-
-
-
580,013
-
-
8,548
-
-
-
-
-
-
-
-
(
133,775)
270,306
2,703,060
358,719
1,020,589
334,733
2,363,156
-
-
-
44,624
-
(
44,624 )
-
-
-
-
(
60,261 )
60,261
-
-
-
-
-
(
405,459 )
-
-
-
-
-
1,272,344
-
-
-
-
-
-
-
-
-
-
-
1,272,344
-
-
12,821
-
-
-
270,306
$ 2,703,060
$ 371,540
$ 1,065,213
$ 274,472
$ 3,245,678
The accompanying notes are an integral part of the parent company only financial statements.
Manager: Chia-Pei Chou
Unit: NT$ thousand
Other equity
Exchange
differences on
translating the
financial
statements of
foreign operations
Unrealized gain
(loss) on financial
assets at fair value
through other
comprehensive
income
Treasury Shares
Total equity
( $ 4,424 )
$ 3,136,437
( $ 455,812 ) $ 9,271,978
-
-
-
-
-
-
-
-
-
-
-
(
270,306 )
-
-
-
580,013
(
2,081)
1,830,433
-

1,828,352
(
2,081 )
1,830,433
-
2,408,365
-
-
-
8,548
-
133,775
-

-
(
6,505 )
5,100,645
(
455,812 )
11,418,585
-
-
-
-
-
-
-
-
-
-
-
(
405,459 )
-
-
-
1,272,344
3,927
1,172,941
-

1,176,868
3,927
1,172,941
-
2,449,212
-
-
-

12,821
($ 2,578)
$ 6,273,586
($ 455,812)
$ 13,475,159
Accounting Supervisor: Fang-Ying Chen
NT$ thousand
Total equity
Exchange
differences on
translating the
financial
statements of
foreign operations
( $ 4,424 )
-
-
-
-
(
2,081)
(
2,081 )
-
-
(
6,505 )
-
-
-
-
3,927
3,927
-
($ 2,578)
Number of Shares
(In Thousand
Shares)
270,306
-
-
-
-
-
-
-
-
270,306
-
-
-
-
-
-
-
270,306
(
(
(
(
(
  • 36 -

Hung Ching Development & Construction Co., Ltd.

Parent Company Only Statements of Cash Flows

January 1 to December 31, 2024 and 2023

Unit: NT$ thousand

Code
Cash flows from operating activities
A00010
Income before tax for the year

A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expenses
A20200
Amortization of long-term
prepayments and intangible
assets
A20900
Finance costs
A21200
Interest income

A21300
Dividend income

A22300
Share of loss (profit) of subsidiaries
and affiliates accounted for under
equity method

A22700
Disposal of investment property
interests
A23800
Loss on reduce inventory to market
(Gain from price recovery of
inventory)
A30000
Changes in operating assets and
liabilities, net
A31130
Notes receivable
A31150
Trade receivables
A31180
Other receivables

A31190
Other receivables - related party

A31200
Inventories
A31230
Prepayments

A31240
Other current assets

A32125
Contract liabilities

A32150
Trade Payables

A32160
Trade payables to related parties
A32180
Other payables
A32190
Other payables - related parties

A32230
Other current liabilities

A33000
Cash inflows (outflows) from operating
activities
A33300
Interest paid

A33500
Income tax paid

AAAA
Net cash inflows (outflows) from
operating activities

Cash flows from investing activities
B01800
Acquisition of equity-method investments
B03800
Decrease in refundable deposits
2024
$ 1,435,946

101,744
3,103
303,258
(
44,928 )

(
229,581 )

(
471,385 )

-

135,170

2,412

4,714
(
7,371 )

(
32,944 )

2,898,466

(
372,873 )

(
1,404 )
(
11,789 )
(
18,956 )
23,807
28,489
(
152 )
(
3,190)

3,742,536

(
386,471 )

(
9,217)

3,346,848


-

50,333
2023
$ 613,409
98,950
4,537
163,936
(
11,339 )
(
388,049 )
(
47,888 )
(
61,551 )
(
7,100 )
(
753 )
3,766
(
1,143 )
(
1,621,985 )
(
1,909,276 )
(
93,979 )
1
40,197
10,534
501,838
9,113
208
804
(
2,695,770 )
(
267,382 )
(
46,419)
(
3,009,571)
(
3,220,760 )
757

(Continued on the next page)

  • 37 -

(Continued from the previous page)

Code
B05400
Acquisition of investment properties

B05500
Disposal of investment properties
B07500
Interest received
B07600
Dividends received

BBBB
Net cash generated from/(used in)
investing activities

Cash flows from financing activities
C00100
(Decrease) Increase in short-term
borrowings

C00500
(Decrease) Increase in short-term bills
payable

C01600
Long-term loans
C01700
Repayments of long-term borrowings

C03000
Increase in guarantee deposits received
C03100
Decrease in guarantee deposits received

C03700
Increase in other payables - related parties
C03800
Decrease in other payables - related
parties

C04500
Distribution of cash dividend

CCCC
Net cash inflows (outflows) from
financing activities

EEEE Increase in cash and cash equivalents for the
year
E00100 Cash and cash equivalents, beginning of year

E00200 Cash and cash equivalents, end of year
2024
( $ 2,567 )

4,235
47,606
460,106

559,713

(
478,000 )
(
1,361,731 )
1,020,000
(
1,956,666 )

3,985
(
2,726 )


1,500,000
(
1,500,000 )
(
405,459)

(
3,180,597)

725,964
148,378

$ 874,342
2023
( $ 30 )
141,188
11,339
598,101
(
2,469,405)
376,100
4,399,248
1,190,000
(
178,940 )
2,286
(
2,720 )
-
-
(
270,306)
5,515,668
36,692
111,686
$ 148,378

The accompanying notes are an integral part of the parent company only financial statements.

Chairman: Wen-Hsiang Chien

Manager: Accounting Supervisor: Chia-Pei Chou Fang-Ying Chen

  • 38 -

Attachments 4

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

  4. H703090 Real Estate Business

  5. H703100 Real Estate Leasing

  6. F111090 Wholesale of Building Materials

  7. F120010 Wholesale of Refractory Materials

  8. F301010 Department Stores

  9. F301020 Supermarkets

  10. F401010 International Trade

  11. F501030 Beverage Shops

  12. F501060 Restaurants

  13. I503010 Landscape and Interior Designing

  14. F399040 No Storefront Retail Sale

  15. G202010 Parking area Operators

  16. J403010 Motion Picture Projection

  17. J701040 Recreational Activities Venue 18. J701120 Children's Playground

  18. J801030 Athletics and Recreational Sports Stadium

  19. JA01010 Automobile Repair

  20. JA01990 Other Automobile Services

  21. JE01010 Rental and Leasing Activities

  22. JZ99030 Photographic Studios

  23. JZ99080 Beauty and Hairdressing Services

  24. JZ99090Festive Comprehensive Services

  25. ZZ99999 In addition to the above-licensed businesses, the Company may operate any other businesses that are not

  26. prohibited or restricted by law, except for those that are subject to special approvals.

  27. 39 -

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

  • 40 -

  • 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.

  • 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.

  • 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.

  • 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.

  • 41 -
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.
  • 42 -

  • 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.

  • 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.

  • 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. 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 above-mentioned profit as directors' compensation. The proposal of 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.

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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.

  • 45 -

==> picture [80 x 460] intentionally omitted <==

The sixth amendment was made on January 15, 1990. 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.

  • 46 -

Attachments 5

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

  • 47 -

attorney which designates a proxy to attend the meeting and exercise the 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.

  • 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.

  • 48 -

  • 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.

  • X. During the process of the meeting, the chair may announce a recess at an appropriate time.

  • 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

  • 49 -

inconsistency between the contents of shareholder's speech and those 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.

  • 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.

  • 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.

  • XIV. After the speech is given by an attending shareholder, the chair may personally respond or designate relevant personnel to respond.

  • 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.

  • 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.

  • 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.

  • 50 -

  • 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.

  • 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.

  • 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.

  • XXI. These Rules and any amendments thereof shall be put into enforcement after being resolved at the shareholders' meeting.

  • 51 -

Attachments 6

Share Ownership of Directors

  • 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.

  • II. As of the book closure date for this shareholders' meeting (April 21, 2025), the following are the shareholding status of individuals and the entirety of directors recorded in the Shareholders Register:

April 21, 2025 April 21, 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.

  • 52 -