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Hung Ching — AGM Information 2026
May 21, 2026
52140_rns_2026-05-21_7e5ad9ba-868a-40d3-b930-e191d844c3d3.pdf
AGM Information
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Stock Code: 2527
Hung Ching Development & Construction Co., Ltd.
Annual Shareholders' Meeting 2026
Meeting Handbook
Time and Date: 10:00 a.m., Wednesday, June 24, 2026
Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (A.S.E. Design Center)
The method for convening of the shareholders' meeting: Physical shareholder's meeting
Notice to Readers:
For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-version shall prevail.
Table of Contents
2026 Annual Shareholders' Meeting Procedure ... 1
2026 Shareholders' Meeting Agenda ... 2
Report Items ... 3
Ratification Items ... 7
Election Matters ... 10
Other Matters ... 14
Extempore Motions ... 16
Attachments
I. Business Report ... 17
II. Audit Committee Review Report ... 21
III. Independent Auditors' Report and Financial Statements ... 22
IV. Articles of Incorporation ... 44
V. Rules for Election of Directors ... 51
VI. Rules of Procedure for Shareholders' Meetings ... 54
VII. Share Ownership of Directors ... 59
Notice to Readers:
For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-version shall prevail.
Hung Ching Development & Construction Co., Ltd.
2026 Annual Shareholders' Meeting Procedure
I. Call the Meeting to Order
II. Chair's Remarks
III. Report Items
IV. Ratification Items
V. Election Matters
VI. Other Matters
VII. Extempore Motions
VIII. Adjournment
2
Hung Ching Development & Construction Co., Ltd.
2026 Shareholders' Meeting Agenda
I. Time and Date: 10:00 a.m., Wednesday, June 24, 2026
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
1. 2025 Business Report
2. Audit Committee Review Report of 2025 Audited Financial Statements
3. Report on the Distribution of Remuneration for Employees and Directors of 2025
4. Report on the status of loans of funds.
VI. Ratification Items
1. Ratification of the Company's 2025 Business Report and Financial Statements
2. Ratification of the 2025 Earnings Distribution Proposal
VII. Election Matters:
1. Re-election of Directors.
VIII. Other Matters:
1. Proposal to release Directors and their representatives from non-competition restrictions
IX. Extempore Motions.
X. Adjournment.
3
Report Items
No 1.
Proposal: 2025 Business Report
Explanation: Please refer to Page 17-20 of this Notice for the 2025 Business Report (Attachment 1).
4
Report Items
No 2.
Proposal: Audit Committee's review of the 2025 annual final accounting books and statements.
Explanation: For the 2025 Audit Committee's Review Report, please refer to Page 21 of this Handbook (Attachment 2).
Report Items
No 3.
Proposal: Report on 2025 employees' and directors' remuneration.
Note:
-
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.
-
The 2025 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$11,779,156 and directors' compensation of NT$5,889,578 in cash.
-
There is no difference between the above distribution amount and the estimated amount of recognized expenses in 2025.
6
Report Items
No 4.
Proposal: Report on the status of loans of funds.
Explanation: As of December 31, 2025, the Company has provided funds to others in accordance with the limits specified in our Procedure for Lending Funds to Others. Please refer to the table below for more detailed information:
Unit: NT$ thousand
| Company Lending Funds | Loan Recipient (Note 1) | Relationship | Maximum Balance for the Period | Ending balance | Actual Amount Used | Interest Rate Range % | Nature of financing | 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 | $800,000 | $800,000 | 2.45%-2.72% | Short-term financing | None | $ - | $3,430,120 | $6,860,240 |
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.
Ratification Items
Item 1: (Proposed by the Board of Directors)
Proposal: Acknowledgment of the 2025 business report and annual final accounting books and statements.
Explanation: The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by CPA, Cheng Hsu-Jan and Shih Chun-Hung of Deloitte & Touche, by whom an audit report has been issued accordingly.
Attachment:
I. Business Report (please refer to Pages 17-20 of the Handbook for Attachment 1).
II. Financial Statements (please refer to Pages 22-43 of the Handbook for Attachment 3).
III. Earnings Distribution Table (please refer to Page 9 of the Handbook).
Resolution:
Ratification Items
Item 2: (Proposed by the Board of Directors)
Proposal: Acknowledgment of the 2025 Earnings Distribution.
Note:
-
The Company's earnings distribution in 2025 is proposed in accordance with the Company Act and the Articles of Incorporation of the Company.
-
The dividend to shareholders of NT$405,459,000 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$1.5 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$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total amount of cash dividend distribution is met. Subsequent factors such as the issuance of new shares due to the Company's cash capital increase and issuance of new shares, or the transfer or cancellation of treasury shares due to the purchase of the Company's shares, which affects the number of shares that the Company can participate in the distribution of shareholder dividends, and the dividend rate of shareholders changes and needs to be revised, it is proposed to authorize the Board of Directors to handle and adjust it.
-
The shareholders' ex-dividend date shall be determined by the Board of Directors after a resolution is made at the shareholders' meeting.
Attachment: Earnings Distribution Table (please refer to Page 9 of the Handbook).
Resolution:
Hung Ching Development & Construction Co., Ltd.
Earnings Distribution Table
2025
| Currency Unit: NT$ | |
|---|---|
| Undistributed retained earnings of the previous year | 2,664,591,568 |
| Net income of the year | 244,687,057 |
| Withdraw 10% of the statutory surplus reserve | (24,468,706 ) |
| Special surplus reserve according to the Act | (75,647,101 ) |
| Distributable retained earnings of the year | 2,809,162,818 |
| Distribution items | |
| Shareholders' dividends - Cash | (405,459,000 ) |
| Balance of retained earnings of the year | 2,403,703,818 |
Note 1: Current profit shall first be distributed for the above profit distribution.
Chairman: Wen-Hsiang Chien Manager: Chia-Pay Chou Accounting Supervisor: Fang-Yin Chen
9
Election Matters
Item 1: (Proposed by the Board of Directors)
Proposal: Re-election of Directors.
Note:
- The current term of the Company's directors will expire on July 12, 2026. In accordance with the Company Act and the Company's Articles of Incorporation, a re-election shall be held.
- The Company's election of directors (including independent directors) adopts the candidate nomination system. A total of 11 directors will be elected in this round (8 non-independent directors and 3 independent directors), with a term of office from July 13, 2026 to July 12, 2029.
- The list of Director candidates is as follows:
| No. | Candidate Category | Candidate Name | Number of Shares Held (Note) | Name of Represented Juridical Person |
|---|---|---|---|---|
| 1 | Director | Wen-Hsiang Chien | 27,782 | |
| 2 | Director | Chia-Pay Chou | 67,723 | |
| 3 | Director | Yen-Yi Tseng | 68,629,782 | Advanced Semiconductor Engineering, Inc. |
| 4 | Director | Ching-Chou Su | 68,629,782 | Advanced Semiconductor Engineering, Inc. |
| 5 | Director | Du-Tsuen Uang | 2,000 | |
| 6 | Director | Ching-Hua Chen | 4,176 | |
| 7 | Director | Fang-Yin Chen | 20,000 | |
| 8 | Director | Chen-Hua Yao | 2,768 | |
| 9 | Independent Director | Wei-Li Tsuo | 206 | |
| 10 | Independent Director | Jui-Hsin Lin | 0 | |
| 11 | Independent Director | Yu-Hua Yeh | 0 |
Note 1: Number of shares held as of the book closure date for this shareholders' meeting (April 26, 2026).
- Independent Director Ms. Wei-Li Tsuo possesses a professional background in industrial finance and accounting, is familiar with
company operations and risks, and can provide professional oversight opinions to the board of directors. Furthermore, this re-election complies with the regulations that more than half of the independent directors shall not serve more than three consecutive terms. In order to maintain the stability of corporate governance, she is hereby nominated as a candidate for independent director.
- For a brief introduction to the directors' candidates' qualifications and experience, please refer to Pages 12–13 of this Handbook.
Election results:
11
Hung Ching Development & Construction Co., Ltd.
Summary of Director Candidates' Qualifications
| Candidates | Academic Background | Experiences |
|---|---|---|
| Wen-Hsiang Chien | Bachelor, Department of Industrial Engineering, Chung Yuan Christian University | Current positions: Chairman, Hung Ching Development & Construction Co., Ltd. |
| Chia-Pay Chou | Bachelor, Department of Accounting, Soochow Univeristy | Current positions: 1. General Manager, Hung Ching Development & Construction Co., Ltd. 2. Supervisor, Advanced Semiconductor Engineering, Inc. (Legal Representative) Former positions: Audit Assistant Manager, Hsin Chi Premier Accounting Firm |
| Yen-Yi Tseng | Bachelor, Department of Civil Engineering, National Taiwan University Master of Systems Engineering, Asian Institute of Technology | Current positions: 1. Chairman, ASE Cultural & Educational Foundation 2. Director, Fuhua Engineering Co., Ltd. (Legal Representative) Former positions: Director-General, Ret-Ser Engineering Agency |
| Ching-Chou Su | Master of Industrial Engineering, National Taiwan University | Current positions: 1. Assistant General Manager, Zhongli Construction Area, Hung Ching Development & Construction Co., Ltd. 2. Director (Legal Representative) and Executive Assistant General Manager of ASE WeMall Management and Consulting Co., Ltd. |
| Du-Tsuen Uang | Bachelor, Department of Law, National Taiwan University Ph.D. in Law Research, National Chengchi University | Current positions: 1. Director (Legal Representative) and Chief Administrative Officer, Advanced Semiconductor Engineering, Inc. 2. Group Chief Administrative Officer, Manager of Corporate Governance, Member of Risk Management Committee, Chief Risk Officer and Chief Cyber Security Officer, ASE Technology Holding Co., Ltd. Former positions: 1. Chief Secretary, Bureau of Central Standards 2. Associate Researcher, Institute of International Relations, National Chengchi University 3. Commissioner, Fair Trade Commission, Executive Yuan |
12
| Candidates | Academic Background | Experiences |
|---|---|---|
| Ching-Hua Chen | Department of Civil Engineering, National Taipei University of Technology Master of Civil Engineering, St. John's University, USA | Current positions: |
| 1. Senior Executive Vice President, Hung Ching Development & Construction Co., Ltd. | ||
| 2. Director (Legal Representative) and General Manager, Hung Ching Kwan Co., Ltd. | ||
| Former positions: | ||
| 1. Executive Deputy General Manager, Beijing Sino Horizon Co., Ltd. | ||
| 2. Director and Executive Assistant General Manager, Sino Horizon Holdings Limited | ||
| Fang-Yin Chen | Bachelor, Department of Accounting, Tamkang University | Current positions: |
| General Manager, Finance Department, Hung Ching Development & Construction Co., Ltd. | ||
| Former positions: | ||
| Engagement Partner, Deloitte & Touche | ||
| Chen-Hua Yao | Ger Jyh Senior High School | Current positions: |
| Assistant General Manager, Kaohsiung Construction Area, Hung Ching Development & Construction Co., Ltd. | ||
| Wei-Li Tsuo | Bachelor, Department of Accounting, Tamkang University Master, Department of Business Administration, National Central University | Former positions: |
| 1. Assistant General Manager, Vivotek Inc. | ||
| 2. Assistant General Manager, Federal Corporation | ||
| Jui-Hsin Lin | Bachelor, Department of Accounting, Tunghai University | Current positions: |
| 1. Partner CPA, Cheng Yang Certified Public Accountants | ||
| 2. Independent Director and Member of the Audit and Remuneration Committees, Chia Chang Co., Ltd. | ||
| 3. Independent Director and Member of the Audit, Remuneration, and Nomination Committees, ETREND Hightech Corp. | ||
| 4. Independent Director and Member of the Audit and Remuneration Committees, Topview Optronics Corp. | ||
| Yu-Hua Yeh | Master, College of Law, National Chengchi University | Current positions: |
| Co-located Attorney, Yung Yeh Law Firm | ||
| Former positions: | ||
| Associate Attorney, Sheng Wui Law Office |
13
14
Other Matters
Item 1: (Proposed by the Board of Directors)
Proposal: The release of non-competition restrictions for Directors and their representatives for discussion.
Note:
-
According to Article 209 of the Company Act: "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."
-
If the newly elected Director after this election invests in or operates other companies with similar business scope as the Company and acts as a director of such company, without prejudice to the interests of the Company, it is proposed that the shareholders' meeting agree to release such newly elected Director from non-competition restrictions.
Attachment: The release of non-competition restrictions for Directors and their representatives (please refer to Page 15 of the Handbook).
Resolution:
15
Hung Ching Development & Construction Co., Ltd.
The release of non-competition restrictions for Directors and their representatives as follows:
Wen-Hsiang Chien
Chairman, Fuhua Engineering Co., Ltd.
Director, Hung Ching Kwan Co., Ltd. (Representative)
Supervisor, Universal Scientific Industrial Co., Ltd. (Representative)
Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Du-Tsuen Uang
Group Chief Administrative Officer, Manager of Corporate Governance, Member of Risk Management Committee, Chief Risk Officer and Chief Cyber Security Officer, ASE Technology Holding Co., Ltd.
Director (Representative) and Group Chief Administrative Officer, Advanced Semiconductor Engineering, Inc.
Chairman and General Manager, ASE Integrated Circuit Manufacturing (China) Co., Ltd.
Chairman and General Manager, ASE Packaging and Testing (Shanghai) Co., Ltd.
Director, Universal Scientific Industrial (Shanghai) Co. Ltd.
Director, Sino Horizon Holdings Limited
Chairman and General Manager, ASE Social Enterprise Co. Ltd.
Director (Representative) and General Manager, Hung Ching New Co., Ltd.
Director (Representative), Hao Ri He Holdings Co., Ltd.
Director and CEO, ASE Environment and Sustainability Foundation
CEO, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Bank of Kaohsiung Co., Ltd. – Independent Managing Director
Emeritus Professor, School of Law, Ming Chuan University
Goodcare Holdings Inc.–Director
HydroTron Power Co., Ltd. – Chairman
Griffins Star Venture Capital Co., Ltd.–Director
Taiwan Smart Electricity & Energy
Yuan-Yi Tseng
Chairman, Hun-Ching Company Ltd.
Director, Hung Ching Co., Limited (Representative)
Executive Director (Representative), Shanghai Youhong Engineering Technical Consulting Co., Ltd.
Executive Director, Shanghai Hong Rong Property Management Co., Ltd. (Representative)
Supervisor, ASE Test, Inc. (Representative)
Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Ching-Chou Su
Assistant General Manager, Zhongli Construction Area of the Company
Assistant General Manager, Fuhua Engineering Co., Ltd.
Director (Representative) and Executive Assistant General Manager of ASE WeMall Management and Consulting Co., Ltd.
Supervisor, Shanghai You Chang Property Management Ltd. Co. (Representative)
Director, Luchu Development Corporation (Representative)
Chia-Pei Chou
General Manager of the Company
Director (Representative) and General Manager, Fuhua Engineering Co., Ltd.
Chairman, Hung Ching Kwan Co., Ltd.
Supervisor, Hung Ching New Co., Ltd. (Representative)
Supervisor, Shanghai Youhong Engineering Technical Consulting Co., Ltd.
Supervisor, Shanghai Hong Rong Property Management Ltd. Co.
Director, ASE Cultural & Educational Foundation
Director, ASE Environment & Sustainability Foundation
Supervisor, Advanced Semiconductor Engineering, Inc. (Representative)
Chairman, ASE WeMall Management and Consulting Co., Ltd.
Director, Superb First Co., Ltd. (Representative)
Executive Director, Shanghai You Chang Property Management Ltd. Co. (Representative)
Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Chairman, Luchu Development Corporation
Ching-Hua Chen
Executive Assistant General Manager of the Company
Director (Representative) and General Manager, Hung Ching Kwan Co., Ltd.
Executive Assistant General Manager, Fuhua Engineering Co., Ltd.
General Manager, ASE WeMall Management and Consulting Co., Ltd.
General Manager, Shanghai You Chang Property Management Ltd. Co.
Director, ASE Cultural & Educational Foundation
Fang-Ying Chen
Assistant General Manager, Finance Department of the Company
Director, Fuhua Engineering Co., Ltd. (Representative)
Director, Hung Ching New Co., Ltd. (Representative)
Supervisor, Hung Ching Kwan Co., Ltd.
Director of ASE WeMall Management and Consulting Co., Ltd. (Representative)
Director, Luchu Development Corporation (Representative)
Chien-Hua Yao
Assistant General Manager, Kaohsiung Construction Area of the Company
Assistant General Manager, Fuhua Engineering Co., Ltd.
Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Jui-Hsin Lin
Partner CPA, Cheng Yang Certified Public Accountants
Independent Director and Member of the Audit and Remuneration Committees, Chia Chang Co., Ltd.
Independent Director and Member of the Audit, Remuneration, and Nomination Committees, ETREND Hightech Corp.
Independent Director and Member of the Audit and Remuneration Committees, Topview Optronics Corp.
Yu-Hua Yeh
Co-located Attorney, Yung Yeh Law Firm
Former positions:
Associate Attorney, Sheng Wui Law Office 0
16
Extempore Motions
Adjournment
Attachment 1
Business Report
Introduction
Since the central bank's seventh adjustment to selective credit control measures in September 2024, and with banks implementing self-management of total real estate loan volumes, the banking system has maintained a prudent stance in its credit policies, with stricter loan-to-value ratios and lending rates. Due to declining loan-to-value ratios and rising interest rates, the public has faced persistently high housing acquisition financing costs. As expectations of housing price appreciation have moderated, transaction activity in the housing market has cooled, and the market structure has gradually shifted from being investor-dominated back toward genuine demand from primary homebuyers and upgrade buyers seeking owner-occupancy.
Affected by factors such as low wages, high housing prices, and declining birth rates, the 2025 real estate market continued to be dominated by demand for low-total-price and small- to medium-sized units. In response to market changes, developers generally adjusted their product planning strategies, reinforcing product positioning and differentiated competitive advantages, while also leveraging flexible payment terms and diversified marketing approaches to enhance sales efficiency and inventory turnover. However, most developers and sellers maintained their existing pricing positions, and housing prices did not show significant correction, leading buyers to adopt an increasingly wait-and-see attitude and resulting in a substantial reduction in transaction volume. According to statistics from the land administration agencies of the six special municipalities, building ownership transfer registrations across the six special municipalities totaled approximately 205,000 cases in 2025, a year-on-year decrease of approximately 24.6%. Nationwide ownership transfer registrations totaled approximately 261,000 units, a 9-year low and a year-on-year decline of 25.5%, the largest downward adjustment on record.
18
Operating Performance
For the fiscal year 2025, the consolidated operating income amounted to NT$658,881 thousand. Of this, the sales revenue from properties such as the Di Jing Yuan project and other completed projects accounted for 48% of the total operating income, while real estate leasing, construction contracts, and service income, and other revenue accounted for the remaining 52% of operating income. After deducting construction and leasing costs totaling NT$340,116 thousand, the gross operating profit was NT$318,765 thousand. Operating expenses amounted to NT$301,080 thousand. Additionally, after considering the net amount of non-operating income and expenses, which totaled NT$282,222 thousand, and deducting the income tax expense of NT$76,896 thousand, the consolidated net income amounted to NT$223,011 thousand. The net income attributable to the Company's individual entity was NT$244,687 thousand, with an earnings per share of NT$0.93.
2026 Operating Plan
For the 2026 operating plan, in addition to the Zhongli Plant 2 Office Building, which was sold, transferred, and recognized as revenue in the first quarter of 2026, the residential project Di Jing Yuan on Yanping South Road will continue to be sold from inventory. The Kaohsiung K28 Factory Office Building currently under construction has a total floor area of approximately 10,884 ping, and is expected to be completed and obtain its use license in the fourth quarter of 2026. The Zhubei project is planned to be divided into 8 zones, with the soil and water conservation project for the entire area completed in the second quarter of 2022; 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 and will commence construction at an appropriate time.
Future Operation Outlook
In late February 2026, the outbreak of the U.S.-Iran war drove international oil prices upward, in turn affecting global inflation expectations and the monetary policy directions of central banks worldwide. For the housing market, mortgage rates are unlikely to decline in the short term, and the homebuying burden remains persistently elevated. Meanwhile, rising international oil prices have pushed up construction-related costs, including steel, cement, and transportation expenses, alongside continuously rising labor costs and the gradual implementation of carbon tax policies. With land acquisition costs persistently high and inflationary concerns from rising costs, capital is expected to flow toward real estate as a hedge for value preservation, leaving limited room for overall housing prices to correct downward. Supported by genuine owner-occupancy demand, housing prices retain a degree of underlying support.
Looking ahead to 2026, the real estate market will continue to be affected by multiple factors including policy regulation, interest rate movements, the macroeconomic environment, and market supply and demand. The key to future market trends will depend on whether the central bank adjusts related control measures. In addition, performance across different regions and product types is expected to diverge, with regions offering well-developed living amenities, transportation infrastructure, and industrial support continuing to maintain relatively stable performance. The overall market sentiment is expected to extend the prudent wait-and-see stance of 2025. Looking ahead, the Company will adhere to its principle of stable management. In addition to seeking joint construction or contracted construction of factory buildings with affiliated enterprises, the Company will also evaluate various investment opportunities, strengthen product competitiveness, and continue to actively seek out high-quality land with development potential to replenish land inventory and support future business expansion needs, thereby enhancing operating performance and creating maximum value for shareholders.
19
20
Finally, we would like to extend our sincere gratitude to all shareholders for your support over the past year. We wish you good health and every success.
Chairman: Wen-Hsiang Chien Manager: Chia-Pay Chou Accounting Supervisor: Fang-Yin Chen
Attachment 2
Audit Committee Review Report
The Board of Directors has prepared the Company's 2025 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: Hong-Long Hong
March 13, 2026
Attachment 3
Independent Auditors' Report and Financial Statements 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, 2025 and 2024, 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, 2025 and 2024, 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 Consolidated 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.
23
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, 2025. 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.
Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2025 are stated as follows:
Sales revenue of building and land
For the year 2025, the real estate sales revenue of Hung Ching Group amounted to NT$314,786 thousand, accounting for 48% of total operating revenue. This is material to the consolidated financial statements and represents one of the Group's primary sources of revenue. Accordingly, we have identified whether the recognition of real estate sales revenue meets the criteria for revenue recognition as a key audit matter. Please refer to Notes 4 and 21 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:
- We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.
- Obtaining the details of building and land for sales for the whole year: (1) sampling and verifying the contracts signed by the buyers and sellers to confirm the contract price; (2) sampling and verifying the registration date of the transfer of property ownership to verify that the property ownership has been transferred to the purchaser.
Other Matters
We have also audited the parent company only financial statements of Hung Ching Development & Construction Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.
24
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.
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 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. 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:
- 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.
-
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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
-
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.
-
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 all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
25
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, 2025 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 6, 2026
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 1,372,459 | 4 | $ 1,331,404 | 5 |
| 1150 | Note receivable (Notes 7 and 21) | 428 | - | 809 | - |
| 1172 | Accounts receivable (Note 7 and 21) | 5,646 | - | 6,139 | - |
| 1180 | Accounts receivables from related party (Notes 7, 21, and 27) | 5,147 | - | 6,458 | - |
| 1200 | Other receivables (Notes 7) | 961 | - | 6,894 | - |
| 1210 | Other receivables from related parties (Notes 7 and 27) | 800,043 | 3 | 1,654,943 | 6 |
| 130X | Inventories (Notes 5, 8 and 28) | 11,274,258 | 34 | 9,586,273 | 35 |
| 1429 | Prepayments (Note 16) | 2,444,283 | 7 | 2,372,635 | 9 |
| 1476 | Other financial assets - current (Note 15) | 4,000 | - | 4,000 | - |
| 1479 | Other current assets (Note 16) | 1,230 | - | 1,426 | - |
| 11XX | Total current assets | 15,908,455 | 48 | 14,970,981 | 55 |
| Non-current assets | |||||
| 1517 | Financial assets at FVTOCI - non-current (Notes 9, 26, and 28) | 11,158,136 | 34 | 7,202,796 | 26 |
| 1535 | Financial asset measured at amortized cost - non-current (Note 26) | 10,000 | - | 10,000 | - |
| 1550 | Investments accounted for using equity method (Note 11) | 1,426,093 | 4 | 684,993 | 3 |
| 1600 | Property, plant and equipment (Notes 12, 22 and 28) | 1,004,418 | 3 | 1,018,607 | 4 |
| 1760 | Investment properties (Notes 14, 22 and 28) | 3,439,799 | 11 | 3,400,992 | 12 |
| 1780 | Intangible assets (Note 22) | 205 | - | 311 | - |
| 1840 | Deferred tax assets (Note 23) | 17,459 | - | 27,160 | - |
| 1990 | Other non-current assets (Note 22) | 11,083 | - | 13,632 | - |
| 15XX | Total non-current assets | 17,067,193 | 52 | 12,358,491 | 45 |
| 1XXX | Total assets | $ 32,975,648 | 100 | $ 27,329,472 | 100 |
| Code Liabilities and equity | |||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes 17, 26 and 28) | $ 3,208,000 | 10 | $ 5,697,000 | 21 |
| 2110 | Short-term bills payable (Notes 16, 26 and 28) | 5,266,471 | 16 | 4,491,085 | 16 |
| 2130 | Contract liabilities (Note 21) | 794,933 | 2 | 29,030 | - |
| 2170 | Trade payables (Note 18) | 801,228 | 3 | 747,099 | 3 |
| 2219 | Other payables | 203,920 | 1 | 202,020 | 1 |
| 2220 | Other payables - related parties (Note 27) | 69 | - | 69 | - |
| 2230 | Current tax liabilities | 51,796 | - | 142,889 | 1 |
| 2322 | Long-term borrowings - current portion (Notes 17 and 28) | 1,684,864 | 5 | 360,609 | 1 |
| 2399 | Other current liabilities | 17,907 | - | 27,689 | - |
| 21XX | Total current liabilities | 12,029,188 | 37 | 11,697,490 | 43 |
| Non-current liabilities | |||||
| 2540 | Long-term borrowings (Notes 17, 26 and 28) | 3,400,645 | 10 | 1,741,806 | 6 |
| 2645 | Guarantee deposits received (Note 14) | 30,332 | - | 30,182 | - |
| 25XX | Total non-current liabilities | 3,430,977 | 10 | 1,771,988 | 6 |
| 2XXX | Total liabilities | 15,460,165 | 47 | 13,469,478 | 49 |
| Equity attributable to owners of the company (Note 20) | |||||
| 3110 | Share capital | 2,703,060 | 8 | 2,703,060 | 10 |
| 3200 | Capital Surplus | 388,635 | 1 | 371,540 | 1 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,192,447 | 4 | 1,065,213 | 4 |
| 3320 | Special reserve | 187,713 | - | 274,472 | 1 |
| 3350 | Unappropriated earnings | 2,909,278 | 9 | 3,245,678 | 12 |
| 3300 | Total retained earnings | 4,289,438 | 13 | 4,585,363 | 17 |
| 3400 | Other equity | 10,225,281 | 31 | 6,271,008 | 23 |
| 3500 | Treasury Shares | ( 455,812 ) | ( 1 ) | ( 455,812 ) | ( 2 ) |
| 31XX | Total equity attributable to owners of the Company | 17,150,602 | 52 | 13,475,159 | 49 |
| 36XX | Non-controlling interests | 364,881 | 1 | 384,835 | 2 |
| 3XXX | Total equity | 17,515,483 | 53 | 13,859,994 | 51 |
| Total equity and liabilities | $ 32,975,648 | 100 | $ 27,329,472 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pay Chou
Accounting Supervisor: Fang-Yin Chen
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
Unit: NT$ thousands, except earnings per share of NT$
2025 2024
| Code | Amount | % | Amount | % | |
|---|---|---|---|---|---|
| Operating revenue (Notes 21 and 27) | |||||
| 4100 | Sales revenue of building and land | $ 314,786 | 48 | $ 6,922,512 | 95 |
| 4300 | Rental revenue | 193,438 | 29 | 180,722 | 3 |
| 4500 | Construction revenue | 8,438 | 1 | - | - |
| 4600 | Service revenue | 58,155 | 9 | 88,713 | 1 |
| 4800 | Other operating revenue | 84,064 | 13 | 73,322 | 1 |
| 4000 | Total operating revenue | 658,881 | 100 | 7,265,269 | 100 |
| Operating costs (Notes 8 and 22) | |||||
| 5110 | Cost of building and land for sale | 78,443 | 12 | 5,212,022 | 72 |
| 5300 | Rental costs | 138,138 | 21 | 125,044 | 1 |
| 5500 | Construction costs | 7,763 | 1 | - | - |
| 5600 | Service costs | 27,562 | 4 | 53,722 | 1 |
| 5800 | Other operating costs | 88,210 | 13 | 78,032 | 1 |
| 5000 | Total operating costs | 340,116 | 51 | 5,468,820 | 75 |
| 5900 | Gross operating profit | 318,765 | 49 | 1,796,449 | 25 |
| Operating expenses (Note 22) | |||||
| 6100 | Selling and marketing expenses | 24,306 | 4 | 102,544 | 1 |
| 6200 | General and administrative expenses | 276,774 | 42 | 331,784 | 5 |
| 6000 | Total operating expenses | 301,080 | 46 | 434,328 | 6 |
| 6900 | Net operating income | 17,685 | 3 | 1,362,121 | 19 |
| Non-operating income and expenses | |||||
| 7100 | Interest income (Note 22) | 49,083 | 8 | 49,878 | 1 |
| 7010 | Other income (Note 22) | 323,976 | 49 | 243,537 | 3 |
| 7020 | Other gains and losses (note 22) | 45,998 | 7 | 33 | - |
| 7050 | Finance costs (Note 22) | ( 306,735 ) | ( 47 ) | ( 310,849 ) | ( 4 ) |
| 7060 | Share of loss (profit) of associates recognized under equity method (Note 11) | 169,900 | 26 | 113,998 | 1 |
| 7000 | Total non-operating income and expenses | 282,222 | 43 | 96,597 | 1 |
(Continued on the next page)
(Continued from the previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Income before tax | $ 299,907 | 46 | $ 1,458,718 | 20 |
| 7950 | Income tax expense (Note 23) | 76,896 | 12 | 206,916 | 3 |
| 8200 | Net profit for the year | 223,011 | 34 | 1,251,802 | 17 |
| 8310 | Other comprehensive income/(loss) | ||||
| 8316 | 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 | 3,955,340 | 600 | 1,172,275 | 16 |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | 818 | - | 4,909 | - |
| 8399 | Income tax related to items that will be reclassified (Note 23) | ( 163 ) | - | ( 982 ) | - |
| 8300 | Other comprehensive income/(loss) for the year, net of income tax | 3,955,995 | 600 | 1,176,202 | 16 |
| 8500 | Total comprehensive income/(loss) for the year | $ 4,179,006 | 634 | $ 2,428,004 | 33 |
| 8610 | Net profit/(loss) attributable to Owners of the Company | $ 244,687 | 37 | $ 1,272,344 | 17 |
| 8620 | Non-controlling interests | ( 21,676 ) | ( 3 ) | ( 20,542 ) | - |
| 8600 | $ 223,011 | 34 | $ 1,251,802 | 17 | |
| 8710 | Total comprehensive income/(loss) attributable to: Owners of the Company | $ 4,198,960 | 637 | $ 2,449,212 | 34 |
| 8720 | Non-controlling interests | ( 19,954 ) | ( 3 ) | ( 21,208 ) | ( 1 ) |
| 8700 | $ 4,179,006 | 634 | $ 2,428,004 | 33 | |
| 9710 | Earnings per share (Note 24) | ||||
| 9810 | Basic | $ 0.93 | $ 4.86 | ||
| Diluted | $ 0.93 | $ 4.84 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pay Chou
Accounting Supervisor: Fang-Yin Chen
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Share capital | Capital Surplus | Retained earnings | 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 | Non-controlling interests | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousand Shares) | Amount | Legal reserve | Special reserve | Unappropriated earnings | |||||||||
| A1 | Balance as of January 1, 2024 | 270,306 | $ 2,703,060 | $ 358,719 | $ 1,020,589 | $ 334,733 | $ 2,363,156 | ($ 6,505) | $ 5,100,645 | ($ 455,812) | $ 11,418,585 | $ 406,043 | $ 11,824,628 |
| Appropriation and distribution of retained earnings 2023 | |||||||||||||
| B1 | Legal reserve | - | - | - | 44,624 | - | ( 44,624) | - | - | - | - | - | - |
| B17 | Reversal of special capital reserve | - | - | - | - | ( 60,261) | 60,261 | - | - | - | - | - | - |
| B5 | Cash dividend to shareholders | - | - | - | - | - | ( 405,459) | - | - | - | ( 405,459) | - | ( 405,459) |
| D1 | Net profit for 2024 | - | - | - | - | - | 1,272,344 | - | - | - | 1,272,344 | ( 20,542) | 1,251,802 |
| D3 | Other comprehensive income (loss) (after tax) for 2024 | - | - | - | - | - | - | 3,927 | 1,172,941 | - | 1,176,868 | ( 666) | 1,176,202 |
| D5 | Total comprehensive income/(loss) for 2024 | - | - | - | - | - | 1,272,344 | 3,927 | 1,172,941 | - | 2,449,212 | ( 21,208) | 2,428,004 |
| M1 | Adjustment in capital surplus from dividends paid to subsidiaries | - | - | 12,821 | - | - | - | - | - | - | 12,821 | - | 12,821 |
| Z1 | Balance as of December 31, 2024 | 270,306 | 2,703,060 | 371,540 | 1,065,213 | 274,472 | 3,245,678 | ( 2,578) | 6,273,586 | ( 455,812) | 13,475,159 | 384,835 | 13,859,994 |
| Appropriation and distribution of retained earnings 2024 | |||||||||||||
| B1 | Legal reserve | - | - | - | 127,234 | - | ( 127,234) | - | - | - | - | - | - |
| B17 | Reversal of special capital reserve | - | - | - | - | ( 86,759) | 86,759 | - | - | - | - | - | - |
| B5 | Cash dividend to shareholders | - | - | - | - | - | ( 540,612) | - | - | - | ( 540,612) | - | ( 540,612) |
| D1 | Net profit for 2025 | - | - | - | - | - | 244,687 | - | - | - | 244,687 | ( 21,676) | 223,011 |
| D3 | Other comprehensive income (loss) (after tax) for 2025 | - | - | - | - | - | - | 655 | 3,953,618 | - | 3,954,273 | 1,722 | 3,955,995 |
| D5 | Total comprehensive income/(loss) for 2025 | - | - | - | - | - | 244,687 | 655 | 3,953,618 | - | 4,198,960 | ( 19,954) | 4,179,006 |
| M1 | Adjustment in capital surplus from dividends paid to subsidiaries | - | - | 17,095 | - | - | - | - | - | - | 17,095 | - | 17,095 |
| Z1 | Balance as of December 31, 2025 | 270,306 | $ 2,703,060 | $ 388,635 | $ 1,192,447 | $ 187,713 | $ 2,909,278 | ($ 1,923) | $ 10,227,204 | ($ 455,812) | $ 17,150,602 | $ 364,881 | $ 17,515,483 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pay Chou
Accounting Supervisor: Fang-Yin Chen
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
January 1 to December 31, 2025 and 2024
| Code | Cash flows from operating activities | Unit: NT$ thousand 2024 | |
|---|---|---|---|
| A00010 | Income before tax for the year | $ 299,907 | $ 1,458,718 |
| A20010 | Adjustments to reconcile profit (loss) | ||
| A20100 | Depreciation expenses | 139,891 | 131,221 |
| A20200 | Amortization of long-term prepayments | 2,762 | 3,103 |
| A20400 | Net gain (loss) on financial assets at FVTPL | - | ( 112 ) |
| A22500 | Gain on disposal of property, plant and equipment | ( 740 ) | - |
| A20900 | Finance costs | 306,735 | 310,849 |
| A21200 | Interest income | ( 49,083 ) | ( 49,878 ) |
| A21300 | Dividend income | ( 233,722 ) | ( 230,089 ) |
| A22300 | Share of profit or loss of associates accounted for using the equity method | ( 169,900 ) | ( 113,998 ) |
| A23700 | Reversal gain on impairment of investment property | ( 45,910 ) | - |
| A23800 | Inventory impairment loss (reversal gain) | ( 55,266 ) | 135,170 |
| A29900 | Profit from lease modification | - | ( 92 ) |
| A30000 | Changes in operating assets and liabilities, net | ||
| A31115 | Financial asset at FVTPL | - | 3,092 |
| A31130 | Notes receivable | 381 | 2,870 |
| A31150 | Trade receivables | 493 | 5,310 |
| A31160 | Trade receivables from related parties | 1,311 | 3,776 |
| A31180 | Other receivables | 5,645 | ( 7,623 ) |
| A31190 | Other receivables - related party | 283,700 | ( 32,944 ) |
| A31200 | Inventories | ( 1,701,091 ) | 2,737,276 |
| A31230 | Prepayments | ( 71,648 ) | ( 308,311 ) |
| A31240 | Other current assets | 196 | ( 1,404 ) |
| A32125 | Contract liabilities | 765,903 | ( 12,634 ) |
| A32150 | Trade Payables | 54,129 | ( 19,249 ) |
| A32180 | Other payables | 1,790 | 9,597 |
| A32190 | Other payables - related parties | - | 9 |
| A32230 | Other current liabilities | ( 9,782 ) | ( 2,708 ) |
| A33000 | Cash (outflow) inflow generated from operating activities | ( 474,299 ) | 4,021,949 |
| A33300 | Interest paid | ( 344,717 ) | ( 394,062 ) |
| A33500 | Income tax paid | ( 158,451 ) | ( 78,021 ) |
| AAAA | Net cash (outflow) inflow from operating activities | ( 977,467 ) | 3,549,866 |
| (Continued on the next page) |
(Continued from the previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00040 | Acquisition of financial assets measured at amortized cost | $ - | ($ 10,000) |
| B02700 | Acquisition of property, plant and equipment | ( 6,367) | ( 124) |
| B02800 | Proceeds from disposal of property, plant and equipment | 743 | - |
| B03800 | Decrease in refundable deposits | ( 107) | 52,335 |
| B05400 | Acquisition of investment properties | ( 5,767) | ( 5,593) |
| B05500 | Disposal of investment properties | - | 4,235 |
| B06500 | Increase in other financial assets | - | ( 4,000) |
| B07500 | Interest received | 49,371 | 52,325 |
| B07600 | Dividends received | 233,722 | 230,089 |
| BBBB | Net cash generated from investing activities | 271,595 | 319,267 |
| Cash flows from financing activities | |||
| C00100 | Decrease in short-term borrowings | ( 2,489,000) | ( 449,000) |
| C00500 | Increase (Decrease) in short-term bills payable | 775,386 | ( 1,361,731) |
| C01600 | Long-term loans | 3,343,703 | 1,020,000 |
| C01700 | Repayments of long-term borrowings | ( 360,609) | ( 1,956,666) |
| C03000 | Increase in guarantee deposits received | 2,666 | 4,416 |
| C03100 | Return of deposited guarantee money | ( 2,516) | ( 4,030) |
| C03700 | Increase in other payables - related parties | - | 1,500,000 |
| C03800 | Decrease in other payables - related parties | - | ( 1,500,000) |
| C04020 | Repayment for principal of lease liabilities | - | ( 1,400) |
| C04500 | Distribution of cash dividend | ( 523,517) | ( 392,637) |
| CCCC | Net cash inflow (outflow) from financing activities | 746,113 | ( 3,141,048) |
| DDDD | Effect of exchange rate changes on cash | 814 | 4,680 |
| EEEE | Net increase in cash and cash equivalents for the year | 41,055 | 732,765 |
| E00100 | Cash and cash equivalents, beginning of year | 1,331,404 | 598,639 |
| E00200 | Cash and cash equivalents, end of period | $ 1,372,459 | $ 1,331,404 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pay Chou
Accounting Supervisor: Fang-Yin Chen
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, 2025 and 2024, 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, 2025 and 2024, 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.
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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, 2025. 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.
Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2025 are stated as follows:
Sales revenue of building and land
For the year ended 2025, Hung Ching Development & Construction Co., Ltd. recognized revenue from the sale of real estate amounting to NT$314,786 thousand, representing 57% of its total operating revenue for the year. This item is material to the parent company only financial statements and constitutes one of the Company’s primary sources of revenue. Accordingly, we have identified revenue from the sale of real estate as a key audit matter. Please refer to Notes 4 and 18 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:
- We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.
- Obtaining the details of building and land for sales for the whole year:
(1) sampling and verifying the contracts signed by the buyers and sellers to confirm the contract price and transaction target;
(2) sampling and verifying the registration date of the transfer of property ownership to verify that the property ownership has been transferred to the purchaser.
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 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:
- 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.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
35
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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.
-
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.
-
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.
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, 2025 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.
36
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 6, 2026
37
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Assets | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Current assets | |||||
| 1100 | Cash and cash equivalents (Note 6) | $ 61,293 | - | $ 874,342 | 4 |
| 1150 | Notes receivable (Notes 7 and 18) | 145 | - | 728 | - |
| 1172 | Trade receivables (Notes 7 and 18) | 5,134 | - | 5,695 | - |
| 1180 | Trade receivables from related parties (Notes 7, 18 and 24) | 1,400 | - | 1,400 | - |
| 1200 | Other receivables (Notes 7) | 213 | - | 6,053 | - |
| 1210 | Other receivables from related parties (Notes 7 and 24) | 800,043 | 3 | 1,654,943 | 6 |
| 130X | Inventories (Notes 5, 8, 24 and 25) | 9,024,483 | 28 | 6,808,258 | 25 |
| 1429 | Prepayments (Note 13) | 2,537,101 | 8 | 2,471,590 | 9 |
| 1479 | Other current assets (Note 13) | 1,230 | - | 1,426 | - |
| 11XX | Total current assets | 12,431,042 | 39 | 11,824,435 | 44 |
| Non-current assets | |||||
| 1517 | Financial assets at FVTOCI - non-current (Notes 9 and 25) | 11,054,753 | 34 | 7,149,182 | 26 |
| 1550 | Investments accounted for using equity method (Note 10) | 5,263,287 | 16 | 4,654,835 | 17 |
| 1600 | Property, plant and equipment (Notes 11, 19 and 25) | 388,069 | 1 | 391,727 | 2 |
| 1760 | Investment properties (Notes 12, 19 and 25) | 3,024,536 | 10 | 2,977,104 | 11 |
| 1780 | Intangible assets (Note 19) | 205 | - | 311 | - |
| 1840 | Deferred tax assets (Note 20) | 17,431 | - | 27,116 | - |
| 1990 | Other non-current assets (Note 19) | 10,617 | - | 12,457 | - |
| 15XX | Total non-current assets | 19,758,898 | 61 | 15,212,732 | 56 |
| 1XXX | Total assets | $ 32,189,940 | 100 | $ 27,037,167 | 100 |
| Code | Liabilities and equity | ||||
| Current liabilities | |||||
| 2100 | Short-term borrowings (Notes 14, 23 and 25) | $ 2,860,000 | 9 | $ 5,390,000 | 20 |
| 2110 | Short-term bills payable (Notes 14, 23 and 25) | 5,266,471 | 17 | 4,491,085 | 17 |
| 2130 | Contract liabilities (Note 18) | 1,071 | - | 28,944 | - |
| 2170 | Trade payables (Note 15) | 99,812 | - | 56,671 | - |
| 2180 | Trade payables to related parties (Notes 15 and 24) | 1,558,596 | 5 | 1,156,851 | 4 |
| 2219 | Other payables | 101,137 | - | 168,734 | 1 |
| 2220 | Other payables - related parties | 3,822 | - | - | - |
| 2230 | Current tax liabilities | 30,201 | - | 132,113 | 1 |
| 2320 | Long-term borrowings - current portion (Notes 14, 23 and 25) | 1,684,864 | 5 | 360,609 | 1 |
| 2399 | Other current liabilities | 9,199 | - | 11,992 | - |
| 21XX | Total current liabilities | 11,615,173 | 36 | 11,796,999 | 44 |
| Non-current liabilities | |||||
| 2540 | Long-term borrowings (Notes 14, 23 and 25) | 3,400,645 | 11 | 1,741,806 | 6 |
| 2645 | Guarantee deposits received (Note 12) | 23,520 | - | 23,203 | - |
| 25XX | Total non-current liabilities | 3,424,165 | 11 | 1,765,009 | 6 |
| 2XXX | Total liabilities | 15,039,338 | 47 | 13,562,008 | 50 |
| Equity attributable to owners of the Company (Note 17) | |||||
| 3110 | Share capital | 2,703,060 | 8 | 2,703,060 | 10 |
| 3200 | Capital Surplus | 388,635 | 1 | 371,540 | 2 |
| Retained earnings | |||||
| 3310 | Legal reserve | 1,192,447 | 4 | 1,065,213 | 4 |
| 3320 | Special reserve | 187,713 | - | 274,472 | 1 |
| 3350 | Unappropriated earnings | 2,909,278 | 9 | 3,245,678 | 12 |
| 3300 | Total retained earnings | 4,289,438 | 13 | 4,585,363 | 17 |
| 3400 | Other equity | 10,225,281 | 32 | 6,271,008 | 23 |
| 3500 | Treasury Shares | ( 455,812 ) | ( 1 ) | ( 455,812 ) | ( 2 ) |
| 31XX | Total equity | 17,150,602 | 53 | 13,475,159 | 50 |
| Total equity and liabilities | $ 32,189,940 | 100 | $ 27,037,167 | 100 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pay Chou
Accounting Supervisor: Fang-Yin Chen
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Comprehensive Income
January 1 to December 31, 2025 and 2024
| Code | Unit: NT$ thousands, except earnings per share of NT$ | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| Operating revenue (Notes 18 and 24) | |||||
| 4100 | Sales revenue of building and land | $ 314,786 | 57 | $ 6,922,512 | 97 |
| 4300 | Rental revenue | 167,872 | 30 | 154,904 | 2 |
| 4800 | Other operating revenue | 71,393 | 13 | 60,224 | 1 |
| 4000 | Total operating revenue | 554,051 | 100 | 7,137,640 | 100 |
| Operating cost (Notes 19 and 24) | |||||
| 5110 | Costs of building and land for sale (Note 8) | 83,172 | 15 | 5,670,883 | 79 |
| 5300 | Rental costs | 118,362 | 21 | 105,602 | 2 |
| 5800 | Other operating costs | 63,225 | 12 | 54,496 | 1 |
| 5000 | Total operating costs | 264,759 | 48 | 5,830,981 | 82 |
| 5900 | Gross operating profit | 289,292 | 52 | 1,306,659 | 18 |
| Operating expenses (Notes 19 and 24) | |||||
| 6100 | Selling and marketing expenses | 24,782 | 4 | 102,754 | 1 |
| 6200 | General and administrative expenses | 165,707 | 30 | 221,247 | 3 |
| 6000 | Total operating expenses | 190,489 | 34 | 324,001 | 4 |
| 6900 | Net operating income | 98,803 | 18 | 982,658 | 14 |
| NON-OPERATING INCOME AND EXPENSES | |||||
| 7100 | Interest income (Note 19) | 43,626 | 8 | 44,928 | 1 |
| 7010 | Other income (Note 19) | 254,763 | 46 | 240,283 | 3 |
| 7020 | Other gains and losses (Note 19) | 45,270 | 8 | ( 50 ) | - |
| 7050 | Finance costs (Note 19) | ( 297,844 ) | ( 54 ) | ( 303,258 ) | ( 4 ) |
| 7060 | Share of loss (profit) of subsidiaries and affiliates accounted for under equity method | 132,192 | 24 | 471,385 | 6 |
| 7000 | Total non-operating income and expenses | 178,007 | 32 | 453,288 | 6 |
(Continued on the next page)
(Continued from the previous page)
| Code | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 7900 | Income before tax | $ 276,810 | 50 | $ 1,435,946 | 20 |
| 7950 | Income tax expense (Note 20) | 32,123 | 6 | 163,602 | 2 |
| 8200 | Net profit for the year | 244,687 | 44 | 1,272,344 | 18 |
| 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 | 3,905,571 | 705 | 1,191,530 | 16 |
| 8330 | Share of other comprehensive income or loss of subsidiaries accounted for using the equity method | 48,047 | 9 | ( 18,589 ) | - |
| 8360 | Items that may be reclassified subsequently to profit or loss | ||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | 818 | - | 4,909 | - |
| 8399 | Income tax related to items that will be reclassified to profit or loss (Note 20) | ( 163 ) | - | ( 982 ) | - |
| 8300 | Other comprehensive income/(loss) for the year, net of income tax | 3,954,273 | 714 | 1,176,868 | 16 |
| 8500 | Total comprehensive income/(loss) for the year | $ 4,198,960 | 758 | $ 2,449,212 | 34 |
| Earnings per share (Note 21) | |||||
| 9710 | Basic | $ 0.93 | $ 4.86 | ||
| 9810 | Diluted | $ 0.93 | $ 4.84 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Wen-Hsiang Chien Manager: Chia-Pay Chou Accounting Supervisor: Fang-Yin Chen
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Changes in Equity
January 1 to December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Share capital | Capital Surplus | Retained earnings | Other equity | Treasury Shares | Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (In Thousand Shares) | Amount | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translating the financial statements of foreign operations | Unrealized gain (loss) on financial assets at fair value through other comprehensive income | |||||
| A1 | Balance as of January 1, 2024 | 270,306 | $ 2,703,060 | $ 358,719 | $ 1,020,589 | $ 334,733 | $ 2,363,156 | ($ 6,505) | $ 5,100,645 | ($ 455,812) | $ 11,418,585 |
| Appropriation and distribution of retained earnings 2023 | |||||||||||
| B1 | Legal reserve | - | - | - | 44,624 | - | ( 44,624 ) | - | - | - | - |
| B17 | Reversal of special capital reserve | - | - | - | - | ( 60,261 ) | 60,261 | - | - | - | - |
| B5 | Cash dividend to shareholders | - | - | - | - | - | ( 405,459 ) | - | - | - | ( 405,459 ) |
| D1 | Net profit for 2024 | - | - | - | - | - | 1,272,344 | - | - | - | 1,272,344 |
| D3 | Other comprehensive income (loss) (after tax) for 2024 | - | - | - | - | - | - | 3,927 | 1,172,941 | - | 1,176,868 |
| D5 | Total comprehensive income/(loss) for 2024 | - | - | - | - | - | 1,272,344 | 3,927 | 1,172,941 | - | 2,449,212 |
| M1 | Adjustment in capital surplus from dividends paid to subsidiaries | - | - | 12,821 | - | - | - | - | - | - | 12,821 |
| Z1 | Balance as of December 31, 2024 | 270,306 | 2,703,060 | 371,540 | 1,065,213 | 274,472 | 3,245,678 | ( 2,578 ) | 6,273,586 | ( 455,812 ) | 13,475,159 |
| Appropriation and distribution of retained earnings 2024 | |||||||||||
| B1 | Legal reserve | - | - | - | 127,234 | - | ( 127,234 ) | - | - | - | - |
| B17 | Reversal of special capital reserve | - | - | - | - | ( 86,759 ) | 86,759 | - | - | - | - |
| B5 | Cash dividend to shareholders | - | - | - | - | - | ( 540,612 ) | - | - | - | ( 540,612 ) |
| D1 | Net profit for 2025 | - | - | - | - | - | 244,687 | - | - | - | 244,687 |
| D3 | Other comprehensive income (loss) (after tax) for 2025 | - | - | - | - | - | - | 655 | 3,953,618 | - | 3,954,273 |
| D5 | Total comprehensive income/(loss) for 2025 | - | - | - | - | - | 244,687 | 655 | 3,953,618 | - | 4,198,960 |
| M1 | Adjustment in capital surplus from dividends paid to subsidiaries | - | - | 17,095 | - | - | - | - | - | - | 17,095 |
| Z1 | Balance as of December 31, 2025 | 270,306 | $ 2,703,060 | $ 388,635 | $ 1,192,447 | $ 187,713 | $ 2,909,278 | ($ 1,923 ) | $ 10,227,204 | ($ 455,812 ) | $ 17,150,602 |
Chairman: Wen-Hsiang Chien
The accompanying notes are an integral part of the parent company only financial statements.
Manager: Chia-Pay Chou
Accounting Supervisor: Fang-Yin Chen
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Cash Flows
January 1 to December 31, 2025 and 2024
Unit: NT$ thousand
| Code | Cash flows from operating activities | 2025 | 2024 |
|---|---|---|---|
| A00010 | Income before tax for the year | $ 276,810 | $ 1,435,946 |
| A20010 | Adjustments to reconcile profit (loss) | ||
| A20100 | Depreciation expenses | 111,357 | 101,744 |
| A20200 | Amortization of long-term prepayments | 2,762 | 3,103 |
| A20900 | Finance costs | 297,844 | 303,258 |
| A21200 | Interest income | ( 43,626 ) | ( 44,928 ) |
| A21300 | Dividend income | ( 233,722 ) | ( 229,581 ) |
| A22300 | Share of loss (profit) of subsidiaries and affiliates accounted for under equity method | ( 132,192 ) | ( 471,385 ) |
| A22500 | Gain on disposal of property, plant and equipment | ( 314 ) | - |
| A23700 | Reversal gain on impairment of investment property | ( 45,910 ) | - |
| A23800 | Inventory write-down losses (reversal of write-down gains) | ( 55,266 ) | 135,170 |
| A30000 | Changes in operating assets and liabilities, net | ||
| A31130 | Notes receivable | 583 | 2,412 |
| A31150 | Trade receivables | 561 | 4,714 |
| A31180 | Other receivables | 5,502 | ( 7,371 ) |
| A31190 | Other receivables - related party | 283,700 | ( 32,944 ) |
| A31200 | Inventories | ( 2,231,996 ) | 2,898,466 |
| A31230 | Prepayments | ( 65,511 ) | ( 372,873 ) |
| A31240 | Other current assets | 196 | ( 1,404 ) |
| A32125 | Contract liabilities | ( 27,873 ) | ( 11,789 ) |
| A32150 | Trade Payables | 43,141 | ( 18,956 ) |
| A32160 | Trade payables to related parties | 401,745 | 23,807 |
| A32180 | Other payables | ( 64,395 ) | 28,489 |
| A32190 | Other payables - related parties | 510 | ( 152 ) |
| A32230 | Other current liabilities | ( 2,793 ) | ( 3,190 ) |
| A33000 | Cash (outflow) inflow generated from operating activities | ( 1,478,887 ) | 3,742,536 |
| A33300 | Interest paid | ( 335,826 ) | ( 386,471 ) |
| A33500 | Income tax paid | ( 124,513 ) | ( 9,217 ) |
| AAAA | Net cash (outflow) inflow from operating activities | ( 1,939,226 ) | 3,346,848 |
(Continued on the next page)
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(Continued from the previous page)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B03800 | Decrease in refundable deposits | ($ 816) | $ 50,333 |
| B02700 | Acquisition of property, plant and equipment | ( 92) | - |
| B02800 | Disposal of property, plant and equipment | 314 | - |
| B05400 | Acquisition of investment properties | - | ( 2,567) |
| B05500 | Disposal of investment properties | - | 4,235 |
| B07500 | Interest received | 43,964 | 47,606 |
| B07600 | Dividends received | 394,622 | 460,106 |
| BBBB | Net cash generated from investing activities | 437,992 | 559,713 |
| Cash flows from financing activities | |||
| C00100 | Decrease in short-term borrowings | ( 2,530,000) | ( 478,000) |
| C00500 | Increase (Decrease) in short-term bills payable | 775,386 | ( 1,361,731) |
| C01600 | Long-term loans | 3,343,703 | 1,020,000 |
| C01700 | Repayments of long-term borrowings | ( 360,609) | ( 1,956,666) |
| C03000 | Increase in guarantee deposits received | 1,803 | 3,985 |
| C03100 | Decrease in guarantee deposits received | ( 1,486) | ( 2,726) |
| C03700 | Increase in other payables - related parties | - | 1,500,000 |
| C03800 | Decrease in other payables - related parties | - | ( 1,500,000) |
| C04500 | Distribution of cash dividend | ( 540,612) | ( 405,459) |
| CCCC | Net cash inflow (outflow) from financing activities | 688,185 | ( 3,180,597) |
| EEEE | Increase (decrease) in Cash and Cash Equivalents for the year | ( 813,049) | 725,964 |
| E00100 | Cash and cash equivalents, beginning of year | 874,342 | 148,378 |
| E00200 | Cash and cash equivalents, end of year | $ 61,293 | $ 874,342 |
The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pay Chou
Accounting Supervisor: Fang-Yin Chen
Attachment 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
19. J801030 Athletics and Recreational Sports Stadium
20. JA01010 Automobile Repair
21. JA01990 Other Automobile Services
22. JE01010 Rental and Leasing Activities
23. JZ99030 Photographic Studios
24. JZ99080 Beauty and Hairdressing Services
25. JZ99090 Festive Comprehensive Services
26. ZZ99999 In addition to the above-licensed businesses, the Company may operate any other businesses that are not prohibited or restricted by law, except for those that are subject to special approvals.
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 depository 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
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.
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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.
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
46
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.
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 company-related 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
47
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.
Article 20
When the directors of the Company perform the duties on behalf of the Company, whether the Company makes a profit or loss, the Company shall compensate the directors and authorize the Board of Directors to set a compensation standard based on the industry standard and the value of their participation in and contribution to the operation of the Company within the highest standard set in the Company's Procedure for Compensation Management. If the Company has profits, additional remuneration is distributed pursuant to Article 23.
Chapter 5 Managerial Officer
Article 21
The Company may have managerial officers. Appointment, discharge, and the remuneration of these managerial officers shall be in compliance with Article 29 of the Company Act.
Chapter 6 Accounting
Article 22
The Company's Board of Directors shall prepare (1) business report, (2) financial statements, and (3) earnings distribution or deficit compensation proposal after the end of each fiscal year and submit to the shareholders' meeting for approval in accordance with the statutory procedures.
Article 23
The Company shall allocate 1%~7% of the profit of the fiscal year as employees' compensation if has profit in the year, with no less than 15% of this amount allocated as entry-level employees' compensation. The employees' compensation will be distributed in share or cash by the resolution of the Board of Directors. The employees of the subordinate company that meet certain conditions may be granted such compensation. The Board of Directors can determine by resolution to allocate no more than 3% of the above-mentioned profit as directors' compensation. The proposal of distributing employees' and Directors' remuneration shall be
48
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.
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.
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The fourth amendment was made on June 10, 1989.
The fifth amendment was made on June 25, 1989.
The sixth amendment was made on January 15, 1990.
The seventh amendment was made on June 18, 1990.
The eighth amendment was made on June 28, 1991.
The ninth amendment was made on February 21, 1992.
The tenth amendment was made on July 13, 1993.
The eleventh amendment was made on June 5, 1994.
The twelfth amendment was made on May 5, 1995.
The thirteenth amendment was made on April 29, 1996.
The fourteenth amendment was made on June 25, 1997.
The fifteenth amendment was made on April 29, 1998.
The sixteenth amendment was made on April 29, 1998.
The seventeenth amendment was made on June 15, 1999.
The eighteenth amendment was made on June 30, 2000.
The nineteenth amendment was made on June 11, 2002.
The twentieth amendment was made on June 29, 2005.
The twenty-first amendment was made on June 29, 2006.
The twenty-second amendment was made on June 20, 2007.
The twenty-third amendment was made on June 25, 2008.
The twenty-fourth amendment was made on June 25, 2010.
The twenty-fifth amendment was made on June 24, 2011.
The twenty-sixth amendment was made on June 28, 2012.
The twenty-seventh amendment was made on June 27, 2016.
The twenty-eighth amendment was made on June 22, 2017.
The twenty-ninth amendment was made on June 21, 2018.
The thirty amendment was made on June 18, 2020.
The thirty-first amendment was made on June 27, 2022.
The thirty-second amendment was made on June 26, 2023.
The thirty-second amendment was made on June 19, 2025.
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Attachment 5
Hung Ching Development & Construction Co., Ltd.
Rules for Election of Directors
I. Except as otherwise provided by the Company Act, the Securities Exchange Act, and the Articles of Incorporation of the Company, the election of the directors of the Company shall comply with the Rules for Election of Directors (the "Rules").
II. In the election of the Company's directors, shareholders shall vote via electronic devices.
Unless otherwise stipulated in the Company's Articles of Incorporation, when the Company elects directors, each common share with voting right is entitled to the number of ballots that are equivalent to the numbers of Directors to be elected. The votes obtained represent those who have more voting rights to be elected. The election of independent directors and non-independent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected are calculated separately.
Over a majority of the total number of Director seats shall not be served by the ones in the relationship of a spouse or a relative within the second degree of kinship.
Where there are elected Directors who do not meet the proceeding provisions, the election of the Director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
II-1 The qualification and election of this Company's independent directors shall comply with relevant provisions and the Articles of Incorporation of the Company.
Independent Directors shall have professional knowledge and shall maintain independence within the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and independence of independent directors shall comply with relevant provisions and the Articles of Incorporation of the Company. Independent directors who do not have the qualifications to serve as independent directors in accordance with the Articles of Incorporation of the Company and relevant laws and regulations shall be dismissed.
III. When the Company elects a Director, in addition to electronic voting by the Shareholders, the Board shall prepare and distribute the same number of votes as the number of Directors to be elected to distribute to shareholders attending the shareholders' meeting.
The names of voters on the ballot in the preceding paragraph may be replaced by the attendance certificate number.
IV. Before the election process starts, the chairperson shall appoint a certain number of ballot inspectors and counters to perform the respective duties. The controllers shall be designated from the attending shareholders.
V. For the election of directors, the Board of Directors shall set up a ballot box, which shall be examined in public by the persons supervising the casting of ballots, before the ballots are cast.
VI. In the event that the candidate is a shareholder of the Company, the voters voting for such candidate shall fill in the "candidate" column on the ballot such candidate's account name and shareholder account number. In the event that the candidate is not a shareholder of the Company, the voters voting for such candidate shall fill in the "candidate" column on the ballot such candidate's name and ID number. In the event that the candidate is a government or a corporate shareholder, the voters voting for such candidate shall fill in the "candidate" column on the ballot with the name of such government or corporate shareholder, or the name of such government or corporate shareholder together with the name of such government's or corporate shareholder's representative; when there are multiple representatives, the names of all representatives shall be listed.
VII. A ballot is deemed void if any of the following circumstances occurs:
(I) Any ballot cast in violation of the Rules.
(II) Any blank ballot.
(III) Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections.
(IV) Where the candidate voted for is a shareholder of the Company, such candidate's account name and shareholder account number filled in the ballot is inconsistent with that on the shareholder registry. Where the candidate voted for is not a shareholder of the Company, such candidate's name or ID number is verified to be incorrect.
(V) Any ballot with characters other than the candidate's account name (name) or shareholder account number (ID number) and the allocated number of voting rights.
(VI) Any ballot without the candidate's account name (name) or shareholder account number (ID number).
(VII) Any ballot that is cast with the names of two or more candidates.
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VIII. The Company's directors shall be elected by shareholder's meeting via persons with legal capacity. The number of directors of the Company to be elected shall be in accordance with the number specified in the Company's Articles of Incorporation. A candidate to whom the ballots cast representing the highest number of votes (including electronic voting) shall be elected as independent directors and non-independent directors, respectively. If two or more candidates receive the same number of votes, which consequently exceeds the number of directors to be elected, such candidates shall draw lots to decide the winner. If such candidate(s) is (/are) not present, the chair shall draw lots on behalf of the candidate(s).
In the event that it is confirmed that the elected director is inconsistent with his/her personal information, or does not meet the requirements provided by the relevant laws or regulations, the vacancy shall be announced by the second majority of the electees originally elected at the current shareholders' meeting.
IX. Ballots shall be counted at the spot upon completion of casting the ballots, and the elected directors.
X. The Board of Directors shall issue a "notice of election" to the Directors who are elected in the election process.
XI. 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.
XII. The Rules and any amendments thereafter shall become effective upon resolution at the shareholders' meeting.
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Attachment 6
Hung Ching Development & Construction Co., Ltd.
Rules of Procedure for Shareholders' Meetings
I. The shareholders' meeting of the Company shall be conducted in accordance with the Rules of Procedure of the Shareholders' Meetings (the "Rules").
II. The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register. The number of attending shares is calculated based on the signature book or the attendance cards, shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. In addition, if the Company exercises voting rights in writing or electronically, the number of shares will be counted together.
III. All shareholders are entitled to one vote for every share held, except for the circumstances stipulated in Article 179 of the Company Act or restricted by the relevant provisions of the Company Act where shares are not assigned voting rights. In the event that a shareholder is unable to attend the meeting, he/she may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholder meeting on his or her behalf. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to We no later than 5 days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; except in the case where there is an explicit statement which comes later to revoke the previous written proxy.
After the power of attorney is delivered to the Company, the shareholder who intends to attend the shareholder meeting in person or exercise the voting rights by electronic means shall cancel the advice of proxy to the Company in writing two days before the shareholders' meeting. If the shareholder revokes the advice exceeding the time limit, the power of attorney which designates a proxy to attend the meeting and exercise the 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.
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VIII. The chair shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chair may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be approved in accordance with Paragraph 1 of Article 175 of the Company Act.
In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholders' meeting is adjourned, the chair may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Act.
IX. The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda.
The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.
The chair shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including extempore motions) unless duly resolved in the meeting.
After the adjournment of the meeting, shareholders shall not elect another chair to continue the meeting at the original site or in another place. In the event that the chair announces adjournment of the meeting against the Rules, however, with the approval of more than half of the voting rights of the present shareholders, one person will be elected as the Chairman to reconvene the meeting.
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 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
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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.
XVIII. In the event that an amendment or a substitute comes out of the same issue, the chair shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.
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XIX. The chairman will instruct the marshals (or security personnel) to help maintain order at the venue. When the marshals (or security personnel) are present to assist in maintaining order, they should wear armbands with the word 'Marshal' printed on them.
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.
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Attachment 7
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 26, 2026), the following are the shareholding status of individuals and the entirety of directors recorded in the Shareholders Register:
April 26, 2026
| Title | Name | Current Shareholding | |
|---|---|---|---|
| Number of Shares | % | ||
| Chairman | Wen-Hsiang Chien | 27,782 | 0.010% |
| Director | Chia-Pay Chou | 67,723 | 0.025% |
| Director | Advanced Semiconductor Engineering, Inc. Representative: Yen-Yi Tseng | 68,629,782 | 25.390% |
| Advanced Semiconductor Engineering, Inc. Representative: Ching-Chou Su | |||
| Director | Du-Tsuen Uang | 2,000 | 0.001% |
| Director | Ching-Hua Chen | 4,176 | 0.002% |
| Director | Fang-Yin Chen | 20,000 | 0.007% |
| Director | Chen-Hua Yao | 2,768 | 0.001% |
| Independent Director | Wei-Li Tsuo | 206 | 0.000% |
| Independent Director | Hong-Long Hong | 0 | 0.000% |
| Independent Director | Chun-Chin Tu | 0 | 0.000% |
Note 1: 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.