Meeting Procedures‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧2
Meeting Agenda‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧3
Matters for Report‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧4
Ratification Matters‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧9
Discussions‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧10
Other Business‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧11
Extraordinary Motions‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧11

I.	2024 Business Report‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧12
II.	Audit Committee Report‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧16
III.	Report on the Issuance of Domestic Secured (Unsecured) Corporate Bonds‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧17
IV.	Independent Auditors' Report and Parent-Only Financial Statements for 2024‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧19
V.	Independent Auditors' Report and Consolidated Financial Statements for 2024‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧28
VI.	Earnings Distribution Statement for 2024‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧38
VII.	Comparison of Amendments to Articles of Incorporation‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧39
	Appendices
I.	Articles of Incorporation‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧41
II.	Rules of Procedure of Shareholders' Meetings‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧50
III.	Impact of Stock Dividends on the Company's Operating Performance, Earnings Per Share and Return on Shareholders Equity‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧58
IV.	Directors' Shareholding Position‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧‧59

JSL Construction & Development Co., Ltd. Meeting Procedures for 2025 Annual Shareholders' Meeting

I. Call the Meeting to Order
II. Chairperson's Speech
III. Matters for Report
IV. Ratification Matters
V. Discussions
VI. Other Business
VII. Extraordinary Motions
VIII. Adjournment

JSL Construction & Development Co., Ltd. Meeting Agenda for 2025 Annual Shareholders' Meeting

Time: Mon, June 30, 2025 at 1:30 PM (physical meeting)

Location: 2nd Floor, No.128 Longjiang Road, Zhongshan District, Taipei City (Conference Hall)

One. Call the Meeting to Order
Two. Chairperson's Speech
Three. Matters for Report
I. 2024 Business Report
II. Audit Committee's Review Report on the 2024 Financial Statements
III. Distribution of Employee and Director Remuneration for 2024
IV. Director Compensation for 2024 by the Company
V. Status of Endorsements and Guarantees
VI. Issuance of Domestic Secured (Unsecured) Corporate Bonds
VII. Distribution of Cash Dividends from Earnings and Capital Surplus
VIII. Other Matters for Report
Four. Ratification Matters
I. 2024 Business Report and Financial Statements
II. 2024 Earnings Distribution
Five. Discussions
I. Amendments to Certain Provisions of the "Articles of Incorporation"
II. Capitalization of Earnings and Capital Surplus Through the Issuance of New Shares
Six. Other Business Release of the Non-Competition Restrictions on Directors
Seven. Extraordinary Motions

Eight. Adjournment

Three. Matters for Report

Motion 1. Proposal: The 2024 Business Report. Please review. Description: For the 2024 business report and the 2025 business outlook, please refer to page 12 (Attachment I) of the meeting handbook. Motion 2. Proposal: Audit Committee's review report on the 2024 financial statements. Please review. Description: For the Audit Committee's review report on the 2024 financial statements, please refer to page 16 (Attachment II) of the meeting handbook. Motion 3. Proposal: Distribution of employee and director remuneration for 2024. Please review. Description: I. According to the provisions of the "Articles of Incorporation", if the

Company is profitable in the fiscal year, no less than 1% of the profit shall be offered as employee remuneration, and no more than 3% of the profit shall be allocated as director remuneration.
II. It is proposed to allocate NT\$49,123,383 as employee remuneration, for an allocation ratio of about 2%.
III. It is proposed to allocate NT\$12,280,846 as director remuneration, for an allocation ratio of about 0.5%.
IV. The remuneration will be distributed in cash.

Motion 4.

Proposal: Director compensation for 2024 by the Company. Please review.

Description: I. The Remuneration Committee is to evaluate the salary and remuneration policy for directors in order to propose recommendations to the Board of Directors as references for the decision making of the Board.
II. Pursuant to Article 20 of the Articles of Incorporation, the remuneration of all directors is determined at Board meetings based on their level of participation in and contribution to the Company's operation. The remuneration follows the standard among industry peers. The remuneration of independent directors shall be determined by the Board in accordance with the principles set forth in the preceding paragraph, with a fixed monthly compensation. Independent directors shall not participate in the distribution of directors' remuneration or any other bonuses.
III. For individual remuneration received by directors, please refer to the following table:

	Whether receive remuneration	consolidated from non affiliates		—	—	—	—	—	—	—	—	—
	(A+B+C+D+E+F+G) as a	Consolidated From All	Entities	1.96%	2.02%	0.84%	0.13%	4.08%	0.02%	0.01%	0.01%	—
Total Compensation	percentage of the Net Income	Company The		1.96%	2.02%	0.84%	0.13%	4.08%	0.02%	0.01%	0.01%	—
			Stock	—	—	—	—	—	—	—	—	—
	Employees' Profit Sharing Bonus (G)	Consolidated From All Entities		—	3,500	—	800	3,500	—	—	—	—
		The Company	Cash Stock Cash	—	—	—	—	—	—	—	—	—
				—	3,500	—	800	3,500	—	—	—	—
Remuneration for concurrent position as an employee	Severance Pay and Pensions (F)	Consolidated From All	Entities	—	—	—	—	—	—	—	—	—
		Company The		—	—	—	—	—	—	—	—	—
	Bonuses, and Allowances Base Compensation, (E)	Consolidated From All	Entities	34,207	31,959	12,893	1,759	74,143	—	—	—	—
		Company The		34,207	31,959	12,893	1,759	74,143	—	—	—	—
		Consolidated From All	Entities	0.16%	0.16%	0.16%	—	0.16%	0.02%	0.01%	0.01%	—
Total Remuneration	percentage of the Net (A+B+C+D) as a Income	Company The		0.16%	0.16%	0.16%	—	0.16%	0.02%	0.01%	0.01%	—
	Allowances for Operations (D)	Consolidated From All	Entities	—	—	—	—	—	220	—	—	—
		Company The		—	—	—	—	—	220	—	—	—
	Compensation to Directors (C)	Consolidated From All	Entities	3,070	3,070	3,070	—	3,070	—	—	—	—
		Company The		3,070	3,070	3,070	—	3,070	—	—	—	—
Directors' remuneration	Severance Pay and Pensions (B)	Consolidated From All	Entities	—	—	—	—	—	—	—	—	—
		Company The		—	—	—	—	—	—	—	—	—
	Base Compensation (A)	Consolidated From All	Entities	—	—	—	—	—	120	120	120	—
		Company The		—	—	—	—	—	120	120	120	—
		Name		Industrial Co., Ltd. Representative: Wen-Yu Chu Chu Yuan	Ying-Chu Chang Advertising Co., Representative: Jaysanlyn Real Estate & Ltd.	Ching-Tsai Chang Advertising Co., Representative: Fengyun (Note 1) Ltd.	Representative: A Advertising Co., Cheng Wang Fengyun Ltd.	Representative: Yi Advertising Co., Yangshanlin (Note 2) Ltd. Chu	Hsiang-Chi Hu	Ju-Chun Tsai	Chih-Hung Chang	Yu-Fu Kuo (Note 1)
	Job title			Director	Director	Director	Director	Director	Independent Director	Independent Director	Independent Director	Independent Director

Note 1: Fengyun Advertising Co., Ltd. appointed Ms. A-Cheng Wang as its representative on November 15, 2024; subsequently, Mr. Ching-Tsai Chang was appointed as the representative on February 10, 2025.

Note 2: Mr. Yu-Fu Kuo assumed the position of Independent Director on March 31, 2025.

Motion 5.

Proposal: Status of endorsements and guarantees. Please review.

Description: The Company's endorsements and guarantees are summarized in the table below:

													Unit: In NT\$1,000
No.	Endorsing/Gua ranteeing Company	Endorsee/Guarantee Recipient Company Name	Relatio nship	Limit to Single Entity	Peak Balance This Period	Ending Balance	Amount Utilized	Asset Backed Amount	Ratio of Cumulative Endorsements/G uarantees to Net Worth	Overall Limit	Parent to Subsidiary	Subsidiary to Parent	To Mainland China
1	Shigang Construction & Development Co., Ltd.	JSL Construction & Development Co., Ltd.	3	564,003	302,565	278,910	278,910	278,910	989.04%	564,003	N	Y	N
2	Chuwang Development Co., Ltd.	JSL Construction & Development Co., Ltd.	7	8,014,459	712,141	712,141	452,566	-	88.86%	16,028,918	N	Y	N

Motion 6.

Proposal: Issuance of domestic secured (unsecured) corporate bonds. Please review. Description: The Company's status on the issuance of domestic secured (unsecured) corporate bonds:

(I) On July 23, 2021, an issuance was approved and declared effective pursuant to Zheng-Gui-Zhai-Zi No. 11000075221 Order Letter issued by the Taipei Exchange.

This approval authorized the issuance of the Company's first secured domestic corporate bonds for 2021, amounting to NT\$500 million. The proceeds were used to support the Company's working capital for real estate sales agency operations. The bonds matured and were fully repaid on January 6, 2025.

(II) On November 16, 2021, an issuance was approved and declared effective pursuant to Zheng-Gui-Zhai-Zi No. 11000125241 Order Letter issued by the Taipei Exchange. This approval authorized the issuance of the Company's second secured domestic corporate bonds for 2021, amounting to NT\$600 million. The proceeds were used to strengthen operating capital and repay loans from financial institutions.
(III) On December 29, 2021, an issuance was approved and declared effective pursuant to Zheng-Gui-Zhai-Zi No. 11000142841 Order Letter issued by the Taipei Exchange. This approval authorized the issuance of the Company's third secured domestic corporate bonds for 2021, amounting to NT\$500 million. The proceeds were used to repay the principal of the Company's first secured domestic corporate bonds issued in 2018 upon maturity.
(IV) On June 24, 2022, an issuance was approved and declared effective pursuant to Zheng-Gui-Zhai-Zi No. 11100063751 Order Letter issued by the Taipei Exchange. This approval authorized the issuance of the Company's first unsecured domestic corporate bonds for 2022, amounting to NT\$500 million. The proceeds were used to repay loans from financial institutions.
(V) On September 14, 2023, an issuance was approved and declared effective pursuant to Zheng-Gui-Zhai-Zi No. 11200098601 Order Letter issued by the Taipei Exchange. This approval authorized the

issuance of the Company's first secured domestic corporate bonds for 2023, amounting to NT\$270 million. The proceeds were used to repay the principal of the Company's first secured domestic corporate bonds issued in 2020 upon maturity. NT\$40.5 million has been repaid, and the remaining balance is NT\$229.5 million.

(VI) On July 19, 2024, an issuance was approved and declared effective pursuant to Zheng-Gui-Zhai-Zi No. 11300067241 Order Letter issued by the Taipei Exchange. This approval authorized the issuance of the Company's first secured domestic corporate bonds for 2024, amounting to NT\$500 million. The proceeds were used to repay the principal of the Company's first secured domestic corporate bonds issued in 2021 upon maturity.
(VII) The above bond issuance details are provided on page 17 (Appendix 3) of this meeting handbook.

Motion 7.

Proposal: Distribution of cash dividends from earnings and capital surplus. Please review.
Description: I. In accordance with the Company's dividend policy, it is proposed to appropriate NT\$269,963,990 from earnings to distribute as cash dividends, with a cash dividend of NT\$0.4 per share.
II. The Company proposes, in accordance with Article 241 of the Company Act, to appropriate NT\$404,945,985 from capital surplus arising from the issuance of common shares above par value to distribute as cash dividends, with a cash dividend of NT\$0.6 per share.
III. Cash dividends will be distributed to shareholders based on their shareholding proportion as recorded in the shareholder register on the record date. Dividends will be paid in whole New Taiwan dollars (any fractional amount below one dollar will be disregarded). Any fractional cents less than one dollar will be transferred to the Company's Employee Welfare Committee.
IV. If the number of shares eligible for cash dividends changes due to the Company's share repurchase, transfer or cancellation of treasury shares, or issuance of new shares through cash capital increase, causing a change in the dividend rate, it is proposed that the Board of Directors authorize the Chairman to make any necessary adjustments.
V. This proposal has been approved by the Board of Directors and will be submitted to the 2025 Annual Shareholders' Meeting in accordance with the Articles of Incorporation. The Board also authorizes the Chairman to set the ex-dividend date and grants the Chairman full authority to handle any related matters not covered herein.

Motion 8.

Proposal: Other matters for report. Please review.

Description: The Company hereby reports that no shareholder holding 1% or more of the

total issued shares submitted any proposal in writing to the Company for the 2025 Annual Shareholders' Meeting during the proposal submission period announced by the Company (from April 23, 2025 to May 5, 2025), pursuant to Article 172-1 of the Company Act.

Four. Ratification Matters

Motion 1. Proposed by the Board of Directors Proposal: 2024 Business Report and Financial Statements. Submitted for ratification. Description: I. The Company's 2024 parent-only and consolidated financial statements were approved by the Board of Directors and audited by CPAs Shih-Chin Chih and Hsin-Ting Huang of KPMG, who issued an unqualified audit report. The audit report, together with the business report, was submitted to the Audit Committee for review, and the Committee has

issued its review report. II. For the 2024 business report, independent auditors' report and financial statements, and Audit Committee report, please refer to pages 12 to 16 and pages 19 to 37 of the meeting handbook (Attachments I–II and IV– V).
III. The documents submitted require ratification.

Resolution:

Motion 2. Proposed by the Board of Directors

Proposal: 2024 Earnings Distribution. Submitted for ratification.
Description: I. The Company's distributable earnings at the beginning of 2024 amounted to NT\$657,722,981. After adding the net profit for the current period of NT\$1,902,834,207 and deducting the legal reserve of NT\$190,283,421 in accordance with the law, the distributable earnings at the end of the period amounted to NT\$2,370,273,767, proposed to be distributed as follows:
(1) Cash dividends: NT\$269,963,990, equivalent to NT\$0.4 per share.
(2) Stock dividends: NT\$2,024,730,600, equivalent to NT\$3.000001 per share.
II. After the distribution, the Company's undistributed earnings amounted to NT\$75,579,177. For the 2024 Earnings Distribution Statement, please refer to page 38 of the meeting handbook (Attachment VI).
III. The documents submitted require ratification.

Resolution:

Five. Discussions

Motion 1. Proposed by the Board of Directors

Proposal: Amendments to certain provisions of the "Articles of Incorporation." Submitted for discussion.

Description: I. It is proposed to amend provisions of the "Articles of Incorporation" to meet the Company's current needs.
II. For the table of comparison of amended provisions of "Articles of Incorporation", please refer to page 39 (Attachment VII) of the meeting handbook.
III. The documents submitted require deliberation.

Resolution:

Motion 2. Proposed by the Board of Directors

Proposal: Capitalization of earnings and capital surplus through the issuance of new shares. Submitted for discussion.
Description: I. In order to strengthen working capital and meet future development needs, it is proposed to capitalize earnings by issuing new shares. A total of NT\$2,024,730,600 in shareholder dividends will be allocated from the 2024 distributable earnings for this purpose, resulting in the issuance of 202,473,060 new shares, each with a par value of NT\$10. Based on the current number of outstanding common shares, 300.0001 new shares will be distributed without consideration for every 1,000 existing shares.
II. It is proposed that, in accordance with Article 241 of the Company Act, the Company capitalize NT\$674,909,300 from the capital surplus arising from the issuance of ordinary shares in excess of par value to issue 67,490,930 new shares, each with a par value of NT\$10. Based on the current number of outstanding common shares, 99.9999 new shares will be distributed without consideration for every 1,000 shares held.
III. The actual allocation ratio will be calculated based on the shareholders and their shareholding proportions recorded in the shareholder register as of the ex-rights record date. For fractional shares, shareholders may consolidate them into whole shares by applying to the Company's share registrar within five days after the suspension of share transfer. Fractional shares that remain less than one full share after consolidation or those not consolidated by the deadline will be converted to cash rounded down to the nearest NT dollar in accordance with Article 240 of the Company Act. The Chairman is authorized to negotiate with designated parties to purchase the fractional shares at par value.
IV. The new shares from the capital increase are issued without a physical registration certificate, and have the same rights and obligations as the common stock previously issued. In the event of changes in laws, requirements by competent authorities, or subsequent changes in the Company's share capital affecting the number of outstanding shares and resulting in adjustments to shareholders' allocation ratios, it is proposed that the Board of Directors authorize the Chairman to fully handle and

make necessary adjustments.

V. After the issuance of new shares for the capital increase is approved by the resolution of the 2025 Shareholders' Meeting and the competent authority, it is proposed that the Board of Directors authorize the Chairman to set the ex-rights date and the capital increase record date, as well as to fully handle any related outstanding matters.
VI. The documents submitted require deliberation.

Resolution:

Six. Other Business

Motion 1. Proposed by the Board of Directors Proposal: Release of the non-competition restrictions on directors of the Company. Submitted for discussion.
Description: I. In accordance with Article 209 of the Company Act, when a director engages in activities within the scope of the company's business for themselves or on behalf of others, they shall disclose the important details of such activities to the shareholders' meeting and obtain approval.
II. To support business needs and provided that the Company's interests are not compromised, it is proposed, pursuant to Article 209 of the Company Act, to submit to this year's shareholders' meeting a proposal to exempt directors from the non-competition restriction. Please refer to the table below for details.

Title	Name	Currently Holding Positions in Other
		Companies
Independent	Chih-Hung	TerraLink Enterprise Co, Ltd - President
Director	Chang

III. The documents submitted require deliberation.

Resolution:

Seven. Extraordinary Motions

Eight. Adjournment

JSL Construction & Development Co., Ltd.

2024 Business Report

Greetings to all of our valued shareholders,

In 2023, to ease the financial burden on homebuyers, the government launched the "Preferential Housing Loans for the Youth" program, which stimulated demand among first-time buyers and continued into 2024. Meanwhile, the ongoing expansion of AI applications and the increase in exports boosted related investments, driving demand for both residential and commercial real estate. As a result, the property market remained active in the first half of 2024. However, in the second half of the year, the Central Bank's implementation of credit control measures led to a noticeable slowdown in the residential sector. In contrast, the commercial property market remained brisk, supported by rising demand for factory offices and warehousing driven by the growth of AI-related upstream and downstream industries.

In 2024, the Company's consolidated operating revenue reached NT\$11,158,269 thousand, the highest in its history. This was primarily driven by marketing projects such as Du Ting Da Yuan (New City), Jin Cheng Di Bao (The Grand Palace), Hsin Chu Di Bao (The Paradise), Zhong Shan Li Chih (Beauty Palace), Shou Tai Da Che (Landmark Mansion) and TAIPEI ONE; development projects such as Di Jing No. 3 (River Palace 3) and Di Jing No. 5 (River Palace 5); as well as construction projects including Hsin Chu Di Bao (The Paradise), Jin Cheng Di Bao (The Grand Palace) and the Di Jing (River Palace) series. Operating revenue for 2024 increased significantly by 37.70% compared to 2023, primarily due to strong sales performance in the marketing business and the completion and handover of the Di Jing (River Palace) No. 3 and No. 5 development projects. Net income for 2024 amounted to NT\$1,902,834 thousand, with earnings per share of NT\$3.07.

				Unit: In NT\$1,000
Item	2024	2023	Increase	Increase
			(Decrease)	(Decrease) in
				percentage
Operating revenue	11,158,269	8,102,882	3,055,387	37.71%
Gross profit	3,728,485	3,322,898	405,587	12.21%
Operating Income	2,583,913	2,272,308	311,605	13.71%
Net non-operating income and expenses	15,620	-290,807	306,427	-105.37%
Net income for the year	1,902,834	1,507,668	395,166	26.21%
Earnings per share (after taxes) (NT\$)	3.07	2.61	0.46	17.62%

I. 2024 business results

(I) Results of the business plan

Note: 2023 earnings per share is calculated based on earnings and share capital after allotment of capital surplus in 2024, so as to facilitate comparison with earnings per share in 2024.

(II) Budget execution

Not applicable as the Company and subsidiaries are not required to prepare and disclose 2024 annual financial forecasts according to regulations.

	Items to be analyzed	2024	2023
	Current ratio (%)	132.68	134.16
Solvency	Quick ratio (%)	32.74	34.17
	Return on assets (%)	5.46	5.90
	Return on equity (%)	17.94	19.98
Profitability	Operating profit to paid-in capital ratio (%)	41.34	58.02
	Pre-tax net income to paid-in capital ratio (%)	41.59	50.59
	Net income ratio (%)	17.50	18.60

(III) Financial income and expense and profitability analysis

(IV) Status on research and development

(1) Market research and development: Accurately grasp and regularly discuss and analyze trends of economic development and real estate market information as the reference for product positioning and marketing strategies. Discuss urban renewal, commercial real estate and other products to respond to the Company's future continuous growth.
(2) Architectural planning and design: Hire well-known architects and design teams to plan products with innovative thinking, and plan high-quality buildings in line with the local characteristics of projects to improve area competitiveness and create new lifestyle and market value.
(3) Construction engineering and management: Develop and introduce the most suitable engineering technology and management methods for products of different types. Strictly control the construction quality and ensure the safety of the construction sites. Rigorously control the construction progress and cost to improve product competitiveness.
II. 2025 business outlook

In recent years, the government has successively introduced control measures for the real estate market, including tax policies, loan-to-value (LTV) ratios, actual price registration, and transfer restrictions. In 2024, the Central Bank also implemented regulatory measures on loans for residential and commercial property construction. These actions have had a certain degree of impact on the real estate market. In response to market demand, the Company will continue to develop products at consumer-acceptable price points and maintain effective control over construction costs and schedules. The following presents the Company's business outlook for 2025:

(I) Business guidelines

(1) The Company's real estate project marketing business primarily undertakes projects that are conveniently located, competitively priced, and offer distinctive features, aiming to meet consumer demand. In response to the return of Taiwanese businesses and corporate expansion, the Company is also launching office property products to offer consumers a more diverse and high-quality range of options.
(2) The Company's development of construction projects focuses on areas with convenient transportation or high development potential, such as land rezoning districts. In alignment with government policies, the Company also participates in urban renewal projects and joint developments with metro systems. With an innovative approach to product planning, the Company aims to launch projects that meet market demand, effectively create added value, and enhance sources of profitability.
(3) Reinforce the construction management function, effectively control the cost, and ensure that projects are on schedule and the quality is not compromised.
(4) Continue to improve the human resources training program. Cultivate professionals and attract talents in order to enhance the Company's competitive advantages.
(II) Important manufacturing and sales policies
(1) Elaborate on our specialty of real estate sales and development, and introduce products with highlights meeting the market demand.
(2) Based on our professional product planning, we launch high-quality products to establish customers' brand recognition. We also provide comprehensive after-sales services to build a good brand image and reputation and further enhance customer trust in the Company.
(3) Establish diverse marketing channels and integrate various marketing resources to strengthen sales capabilities.
(III) Future development strategies
(1) Continue to cultivate our core businesses of real estate consignment sales and development to stabilize our profit.
(2) Continue to develop real estate-related businesses, aiming to provide all-round services in the real estate industry.
(IV) Impact of the competitive environment, regulatory environment, and macroeconomic environment
(1) Improve our competitiveness in the market with differentiated and high-quality products.
(2) Pay attention to the research and changes of laws and regulations to ensure the optimization of the interests of customers and shareholders.
(3) Pay attention to the macroeconomic environment and market changes and formulate the best sales and financial strategies to improve our competitive advantages and flexibility.

After the completion and revenue recognition of "Di Jing (River Palace) No. 3" and "Di Jing (River Palace) No. 5" in 2024, the Company expects to recognize revenue from self-developed projects on an annual basis going forward. In 2025, it will continue to take a pragmatic and steady approach to operations, aiming to enhance performance and competitiveness while creating maximum value for shareholders. JSL Construction & Development Co., Ltd. is grateful to all shareholders for the support,

and we look forward to receiving more feedback and recommendations. Finally, we will give you our best regards for the bright future.

Chairman: Executive Manager: Principal Accounting Officer:

JSL Construction & Development Co., Ltd. Audit Committee Report

We have reviewed the Company's 2024 business report and financial statements (including consolidated financial statements) prepared by the Board of Directors. The financial statements (including consolidated financial statements) have been audited by CPAs Shih-Chin Chih and Hsin-Ting Huang of KPMG entrusted by the Company, and an independent auditor's report has been issued. The above-mentioned reports submitted by the Board have been reviewed and determined to be correct and accurate by the Audit Committee. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report. Yours sincerely, The 2025 Annual Shareholders' Meeting

JSL Construction & Development Co., Ltd.

Convener of the Audit Committee: Hsiang-Chi Hu

March 10, 2025

Attachemnt III

mestic secured (unsecured) corporate bonds




mentation of do
mple



Status on the i

Types of corporate bonds	secured corporate series domestic 2021 second bonds	2021 third series domestic secured corporate bonds	2022 first series domestic unsecured corporate bonds	2023 first series domestic secured corporate bonds	2024 first series corporate bonds domestic secured
Date of issue	November 25, 2021	January 6, 2022	July 4, 2022	September 21, 2023	July 29, 2024
Denomination	NT\$1 million	NT\$1 million	NT\$1 million	NT\$1 million	NT\$1 million
Place of issue and trading	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
Issue price	Issued in full at face value	Issued in full at face value	Issued in full at face value	Issued in full at face value	Issued in full at face value
Total amount	NT\$600 million	NT\$500 million	NT\$500 million	NT\$270 million	NT\$500 million
Interest rate	annual interest Coupon fixed rate at 0.60%	Coupon fixed annual interest rate at 0.65%	Coupon fixed annual interest rate at 4.0%	Coupon fixed annual interest rate at 1.62%	annual interest Coupon fixed rate at 2.10%
Deadline	Maturity date: November 25, 5-year 2026	Maturity date: January 6, 2025 3-year	Maturity date: July 4, 2025 3-year	Maturity date: September 21, 2026 3-year	Maturity date: July 29, 2027 3-year
Guarantee Agency	First Commercial Bank, Ltd.	Taiwan Cooperative Bank Co., Ltd.	Not applicable	Taiwan Cooperative Bank Co., Ltd.	Bank of Panhsin
Trustee	Bank Co., Ltd. International Commercial JihSun	JihSun International Commercial Bank Co., Ltd.	Taiwan Shin Kong Commercial Bank Co., Ltd.	Taipei Fubon Commercial Bank Co., Ltd.	Taipei Star Bank
Underwriter	First Securities Inc.	Taiwan Cooperative Securities	Taiwan Cooperative Securities	Taiwan Cooperative Securities	Corporation Securities SinoPac
Certified attorney	Wen Chiu Ya-	Wen Chiu Ya-	Wen Chiu Ya-	Wen Chiu Ya-	Wen Chiu Ya-
CPA	Maggie Chang	Maggie Chang	Maggie Chang	Shih-Chin Chih	Shih-Chin Chih
Repayment	One payment at maturity	One-fifth of the total issued amount of the total amount is repaid two years after the corporate bonds is repaid one year after the issue date, another one-fifth of the issue date, and three-fifths of the total amount is repaid three years after the issue date.	Company has not exercised its repurchase right, the principal will exercised on the day of the interest payment date two years after the issue of the corporate bonds to buy back another 50%. If the be repaid in one payment at maturity three years after the issue payment date one year after the issue of the corporate bonds to buy back 50% of the total issue; and the repurchase right is The repurchase right is exercised on the day of the interest date of the corporate bonds.	is repaid three years after the issue date. corporate bonds is repaid one year after issue date, and 70% of the total amount the issue date, another 15% of the total 15% of the total issued amount of the amount is repaid two years after the	One payment at maturity
Outstanding amount	NT\$600 million	NT\$000 million	NT\$500 million	NT\$229.5 million	NT\$500 million
Terms of redemption or prepayment	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
Restrictions	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable

Types of corporate bonds		secured corporate series domestic 2021 second bonds	2021 third series domestic secured corporate bonds	2022 first series domestic unsecured corporate bonds	2023 first series domestic secured corporate bonds	2024 first series corporate bonds domestic secured
results of rating of corporate agencies, date of rating, Name of credit-rating bonds		Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
Additional	applicable Not	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
rights	applicable Not	Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
Possible dilution of share and its impact on the equity of existing shareholders		Not applicable	Not applicable	Not applicable	Not applicable	Not applicable
Name of custodian entrusted with the exchange		Not applicable	Not applicable	Not applicable	Not applicable	Not applicable

Independent Auditors' Report

To the Board of Directors of JSL CONSTRUCTION & DEVELOPMENT CO., LTD.:

Opinion

We have audited the financial statements of JSL CONSTRUCTION & DEVELOPMENT CO., LTD.("the Company"), which comprise the balance sheet as of December 31, 2024 and 2023, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The 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 of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this report are as follows:

Selling real estate properties revenue recognition

Refer to Note 4(m) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; Note 6(w) "Revenues from contracts with customers" for revenue recognition.

Description of key audit matter:

The principle income of the Company is generated from selling real estate properties, of which has a higher tendency of revenue fluctuation due to impacts of various factors such as overall economic environment, supply and demand and reform of house and land transactions income tax system; to respond to aforementioned changes, the management has set up relevant internal control procedures over income and payment collection. The consolidated service contract income for the year ended December 31, 2024 was amounted to \$4,527,068 thousand. The accounting treatment of service contracts involve estimates and judgments; thus, it was continuously considered as significant audit risk for the Company. Consequently, revenue recognition is one of our key audit matters.

How the matter was addressed in our audit:

Our principal audit procedures included the following: Testing the effectiveness of the design and implementing the internal control system of sales revenue; Understanding the effectiveness of the control mechanism for the Company's real estate sales revenue and collection operations. Also, to spot check the pre-orders forms of on site real estate sales, confirmation on completion of sales contract and site daily report for sales on site, the invoice of marketing planning services, bank transactions records; testing if the accounting treatment adopted for service contract income was in accordance with accounting policies; to sample check on sales transactions for the period before and after the financial reporting date and confirm the related vouchers to assess whether the revenue recognition period is appropriate.

Revenue recognition of property sales

Refer to Note 4(m) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; for revenue recognition, please refer to note 6(w) Revenue from Contracts with Customers.

Description of key audit matter:

The real estate industry, in which JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES is into, has a higher tendency of revenue fluctuation due to macroeconomics, economic conditions, tax policy reform and real estate demands, therefore the management has set up relevant income and collection procedures to countermeasure the aforementioned environmental changes. The revenue from property sales is \$2,140,856 thousand, thus, the appropriateness of recognition of revenue from property sales cast significant impacts on financial report.Consequently, revenue recognition is one of our key audit matters.

How the matter was addressed in our audit:

Our principal audit procedures included understanding the sales revenue of property and lands of the Company and control mechanism of collection procedure as well as testing the effectiveness of the design and implementing the internal control system of sales revenue. Inspection of property and land sales contracts, bank account transaction record, collection record and real estate ownership transfer document and delivery list, etc. In addition, testing the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.

Valuation of inventories

Please refer to Note 4(f) and Note 5 for the accounting policy of inventory valuation, as well as the estimation and assumption uncertainty of the valuation of inventory, respectively. Information of estimation of the valuation of inventory are disclosed in Note 6(e) of the financial statements.

Description of key audit matter:

As of December 31, 2024, inventory of the Company (construction industry) was amounted to \$31,406,322 thousand, which accounted for 69% of the consolidated total assets, and the inventory amount was presented with lower of cost or net realizable value. The judgment of net realizable value relies on management since the Company focuses on real estate industry, the industry is not only deeply affected by politics, economics, and reform of house and land transactions income tax system, but also an industry that is capital intensive and has long recover period. Consequently, revenue recognition is one of our key audit matters.

How the matter was addressed in our audit:

Our principal audit procedures included the following: understanding the Company's operating and accounting procedures for inventory valuation.; obtaining the Company management's data on net realizable value of inventory or individual investment evaluation forms, then sampling these data to review their market prices and comparing with contract prices of recent sales by the Company or the most updated selling prices of nearby properties. Consequently, confirming if the net realizable value of inventory is appropriate.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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.
1. 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.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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.
1. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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 financial statements of the current period 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.

The engagement partners on the audit resulting in this independent auditors' report are Chih, Shih-Chin and Huang, Hsin-Ting.

KPMG

Taipei, Taiwan (Republic of China) March 10, 2025

The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The auditors' report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors' report and parent company only financial statements, the Chinese version shall prevail.

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Balance Sheets December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

		December 31, 2024		December 31, 2023			December 31, 2024		December 31, 2023
	Current assets: Assets	Amount	%	% Amount		Liabilities and Equity	Amount	%	Amount	%
						Current liabilities:
1100	Cash and cash equivalents (Note 6(a))	1,226,252 \$	3	2 714,331	2100	Total short-term borrowings (Note 6(l))	16,281,301 \$	35	11,268,431	34
1150	Notes receivable, net (Notes 6(d) and (w))	33,887 -		- 38,198	2110	Total short-term notes and bills payable (Note 6(l))	2,946,162	6	1,987,702	6
1170	Accounts receivable, net (Notes 6(d) and (w))	1,500,646	3	6 1,947,815	2130	Current contract liabilities (Notes 6(w) and 9)	6,301,070	14	3,446,655	10
1180	Accounts receivable due from related parties, net (Notes 6(d), (w) and 7)	212,071 -		- 112,544	2150	Total notes payable (Note 6(o))	28,776	-	14,432	-
1200	Other receivables, net	1,529 -		- 231	2170	Total accounts payable (Note 6(o))	890,964	2	1,086,634	3
1210	Other receivables due from related parties, net (Note 7)	22,179 -		- 28,876	2180	Total accounts payable to related parties (Notes 6(o) and 7)	292,258	1	510,978	2
1320	Inventories (for construction business), net (Notes 6(e), 7 and 8)	31,406,322	69	69 22,742,523	2200	Total other payables	434,257	1	333,200	1
1410	Total prepayments (Note 6(f))	54,242 -		- 95,292	2220	Other payables to related parties (Note 7)	1,325,452	3	954,332	3
1476	Other current financial assets (Notes 6(k), 8 and 9)	4,092,051	9	8 2,522,195	2230	Current tax liabilities	336,882	1	313,801	1
1479	Other current assets, others	160,085 -		- 98,747	2251	Current provisions for employee benefits (Note 6(r))	6,092	-	4,407	-
1480	Current assets recognised as incremental costs to obtain contract with	1,397,194	3	1 401,090	2280	Current lease liabilities (Notes 6(p) and 7)	47,301	-	28,028	-
	customers (Notes 6(k) and 7)				2321	Bonds payable, current portion (Note 6(n))	840,500	2	640,500	2
1482	Current assets recognised from costs to fulfil contracts with customers	255,419	1	1 216,726	2322	Long-term borrowings, current portion (Note 6(m))	28,499	-	841,562	3
	(Note 6(e))	40,361,877	88	87 28,918,568	2399	Other current liabilities, others	219,071	-	50,774	-
	Non-current assets:						29,978,585	65	21,481,436	65
1510	Total non-current financial assets at fair value through profit or loss (Note	724,940	2	1 399,758	2530	Total bonds payable (Notes 6(n) and 7) Non-Current liabilities:	1,289,000	3	1,629,500	5
	6(b))				2540	Total long-term borrowings (Note 6(m))	1,231,481	3	664,419	2
1517	Total non-current financial assets at fair value through other comprehensive income (Note 6(c))	5,396 -		- 5,396	2570	Total deferred tax liabilities (Note 6(s))	-	-	26,414	-
1550	Investments accounted for using equity method, net (Note 6(g))	685,337	2	2 673,330	2580	Non-current lease liabilities (Notes 6(p) and 7)	386,597	1	359,365	1
1600	Total property, plant and equipment (Notes 6(h), 7 and 8)	1,188,086	3	3 835,800	2645	Guarantee deposits received	31,369	-	31,369	-
1755	Right-of-use assets (Notes 6(i), 7 and 8)	1,084,621	2	3 1,059,586	2670	Other non-current liabilities, others (Notes 6(g) and (j))	252,370	1	50,000	-
1760	Investment property, net (Notes 6(j), 7 and 8)	856,300	2	3 859,420			3,190,817	8	2,761,067	8
1780	Total intangible assets	98 -		- 206		Total liabilities	33,169,402	73	24,242,503	73
1840	Deferred tax assets (Note 6(s))	57,194 -		- 53,692		Equity attributable to owners of parent (Note 6(t)):
1980	Total other non-current financial assets (Notes 6(k) and 8)	461,066	1	1 384,711	3110	Ordinary share	6,249,101	14	3,916,067	12
1995	Other non-current assets, others	255 -		- 255	3210	Total capital surplus, additional paid-in capital	2,944,454	6	2,208,631	7
		5,063,293	12	13 4,272,154	3220	Capital surplus, treasury share transactions	5,556	-	5,556	-
					3280	Capital surplus, others	6,691	-	4,406	-
	Total assets	45,425,170 100 \$		100 33,190,722	3300	Total retained earnings	3,049,966	7	2,813,559	8
						Total equity	12,255,768	27	8,948,219	27

See accompanying notes to parent company only financial statements.

Total liabilities and equity \$ 45,425,170 100 33,190,722 100

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Statements of Comprehensive Income For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

		2024		2023
		Amount	%	Amount	%
4000	Operating revenue (Notes 6(q), (w) and 7)	\$ 6,746,462	100	5,487,239	100
5000	Operating costs (Notes 6(e) and 7)	3,420,279	51	2,480,311	45
	Gross profit	3,326,183	49	3,006,928	55
	Operating expenses (Notes 6(u), (x) and 7):
6100	Selling expenses	333,224	5	350,496	7
6200	Administrative expenses	514,605	7	321,969	6
6450	Impairment loss (impairment gain and reveral of impairment loss) determined in accordance with IFRS (Note 6(d))	(16,487)	-	19,625	-
		831,342	12	692,090	13
	Net operating income	2,494,841	37	2,314,838	42
	Non-operating income and expenses:
7100	Interest income (Note 6(y))	22,160	-	16,011	-
7010	Other income (Note 6(y))	3,151	-	4,638	-
7020	Other gains and losses (Notes 6(y) and 7)	440,267	7	96,415	2
7050	Finance costs (Notes 6(p), (y) and 7)	(500,922)	(7)	(431,344)	(8)
7070	Share of profit (loss) of subsidiaries, associates, and joint ventures under the equity method	(53,608)	(1)	(73,593)	(1)
		(88,952)	(1)	(387,873)	(7)
7900	Profit before tax	2,405,889	36	1,926,965	35
7950	Less: Income tax expenses (Note 6(s))	503,055	8	419,297	8
	Profit	1,902,834	28	1,507,668	27
8300	Other comprehensive income, net	-	-	-	-
	Total comprehensive income	\$ 1,902,834	28	1,507,668	27
	Earnings per share (NT dollar) (Note 6(v))
	Basic earnings per share (in New Taiwan dollars)	\$	3.07		2.61
	Diluted earnings per share (in New Taiwan dollars)	\$	3.07		2.60

See accompanying notes to parent company only financial statements.

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Statements of Changes in Equity For the years ended December 31, 2024 and 2023

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

(Expressed in Thousands of New Taiwan Dollars)

	Earnings appropriation and distribution:			Other changes in capital surplus:							Earnings appropriation and distribution:			Other changes in capital surplus:
--	------------------------------------------	--	--	-----------------------------------	--	--	--	--	--	--	------------------------------------------	--	--	-----------------------------------	--	--	--	--	--

See accompanying notes to parent company only financial statements.

	Share capital			Retained earnings
	Ordinary			Unappropriated	Total retained
	shares	Capital surplus	Legal reserve	retained earnings	earnings	Total equity
Balance at January 1, 2023	\$ 2,660,790	1,299,231	294,181	1,881,947	2,176,128	6,136,149
Profit (loss)	-	-	-	1,507,668	1,507,668	1,507,668
Other comprehensive income	-	-	-	-	-	-
Total comprehensive income	-	-	-	1,507,668	1,507,668	1,507,668
Earnings appropriation and distribution:
Legal reserve appropriated	-	-	44,462	(44,462)	-	-
Cash dividends of ordinary share	-	-	-	(145,039)	(145,039)	(145,039)
Stock dividends of ordinary share	725,198	-	-	(725,198)	(725,198)	-
Other changes in capital surplus:
Cash dividends from capital surplus	-	(290,079)	-	-	-	(290,079)
dividends from capital surplus Stock	290,079	(290,079)	-	-	-	-
Lapsed share options	-	4,406	-	-	-	4,406
Issue of shares	240,000	1,495,114	-	-	-	1,735,114
Balance at December 31, 2023	3,916,067	2,218,593	338,643	2,474,916	2,813,559	8,948,219
Profit (loss)	-	-	-	1,902,834	1,902,834	1,902,834
Other comprehensive income	-	-	-	-	-	-
Total comprehensive income	-	-	-	1,902,834	1,902,834	1,902,834
Earnings appropriation and distribution:
Legal reserve appropriated	-	-	150,767	(150,767)	-	-
Stock dividends of ordinary share	1,666,427	-	-	(1,666,427)	(1,666,427)	-
Other changes in capital surplus:
Cash dividends from capital surplus	-	(624,910)	-	-	-	(624,910)
Stock dividends from capital surplus	416,607	(416,607)	-	-	-	-
Lapsed share options	-	2,285	-	-	-	2,285
Issue of shares	250,000	1,777,340	-	-	-	2,027,340
Balance at December 31, 2024	\$ 6,249,101	2,956,701	489,410	2,560,556	3,049,966	12,255,768

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Statements of Cash Flows For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31
	2024	2023
Cash flows from (used in) operating activities:
Profit before tax	\$ 2,405,889	1,926,965
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense	80,547	39,751
Amortization expense	291	322
Provision (reversal of provision) for bad debt expense	(16,487)	19,625
Net gain on financial assets or liabilities at fair value through profit or loss	(175,226)	(11,476)
Interest expense	500,922	431,344
Interest income	(22,160)	(16,011)
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method	53,608	73,593
Losses on disposal of property, plant and equipment	-	106
Gain on modification of leases	(13)	-
Dividend Revenue	(20)	(16)
Share-based payment transctions	7,497	5,112
Total adjustments to reconcile profit	428,959	542,350
Changes in operating assets and liabilities:
Changes in operating assets:
Current financial assets at fair value through profit or loss	44	-
Decrease (increase) decrease in notes accounts receivable, net	4,311	(17,615)
Decrease in notes receivable due from related parties	-	640
Decrease (increase) in accounts receivable	464,807	(770,657)
Increase in accounts receivable due from related parties	(99,527)	(90,567)
(Increase) decrease in other receivable	(1,298)	3,140
Decrease (increase) in other receivable due from related parties	6,697	(8,334)
Increase in inventories	(8,471,120)	(5,461,904)
Decrease (increase) in prepayments	41,050	(16,371)
Increase in other current financial assets	(1,569,757)	(444,432)
Increase in other current assets	(61,338)	(56,310)
Increase in assets recognised as incremental costs to obtain contract with customers	(996,104)	(188,600)
(Increase) decrease in assets recognised from costs to fulfil contracts with customers	(38,693)	119,284
Total changes in operating assets	(10,720,928)	(6,931,726)
Changes in operating liabilities:
Increase in contract liabilities	2,854,415	1,158,569
Increase in notes payable	14,344	6,440
(Decrease) increase in accounts payable	(195,670)	236,666
(Decrease) increase in accounts payable to related parties	(218,720)	359,849
Increase in other payables	94,948	137,405
Increase (decrease) in other payable to related parties	511,120	(298,885)
Increase (decrease) in provisions for employee benefits	1,685	(394)
Decrease in other financial liabilities	-	(8,225)
Increase in other current liabilities	168,297	29,533
Total changes in operating liabilities	3,230,419	1,620,958
Total changes in operating assets and liabilities	(7,490,509)	(5,310,768)
Total adjustments	(7,061,550)	(4,768,418)
Cash outflow generated from operations	(4,655,661)	(2,841,453)
Interest received	20,910	10,923
Interest paid	(694,648)	(594,836)
Income taxes paid	(509,890)	(206,679)
Net cash flows generated from operating activities	(5,839,289)	(3,632,045)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Statements of Cash Flows (CONT'D) For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

	For the year ended December 31
	2024	2023
Cash flows from investing activities:
Acquisition of current financial assets designated at fair value through profit or loss	-	(7,340)
Proceeds from disposal of current financial assets designated at fair value through profit or loss	-	7,618
Acquisition of non-current financial assets designated at fair value through profit or loss	(150,000)	(200,000)
Acquisition of investments accounted for using equity methoud	-	(250,000)
Acquisition of property, plant and equipment	(375,419)	(3,037)
Proceeds from disposal of property, plant and equipment	-	60
Acquisition of intangible assets	(183)	(174)
Acquisition of investment properties	-	(129,548)
(Increase) decrease in other non-current financial assets	(76,355)	154,784
Dividends received	158,902	60,161
Net cash outflows used in investing activities	(443,055)	(367,476)
Cash flows from financing activities:
Increase in short-term loans	10,474,050	9,775,388
Dncrease in short-term loans	(5,472,929)	(7,673,306)
Increase in short-term notes and bills payable	10,753,100	9,149,200
Decrease in short-term notes and bills payable	(9,799,100)	(8,706,900)
Proceeds from issuing bonds	500,000	270,000
Repayments of bonds	(640,500)	(400,000)
Proceeds from long-term debt	712,179	58,460
Repayments of long-term debt	(934,815)	(11,078)
Increase in guarantee deposits received	-	10,534
(Decrease) increase in other payables to related parties	(140,000)	540,000
Payment of lease liabilities	(32,810)	(27,122)
Cash dividends paid	(624,910)	(435,118)
Proceeds from issuing shares	2,000,000	1,728,000
Net cash inflows generated from financing activities	6,794,265	4,278,058
Net Increase in cash and cash equivalents	511,921	278,537
Cash and cash equivalents at the beginning of the year	714,331	435,794
Cash and cash equivalents at the end of the year	\$ 1,226,252	714,331

See accompanying notes to parent company only financial statements.

Independent Auditors' Report

To the Board of Directors of JSL CONSTRUCTION & DEVELOPMENT CO., LTD.:

Opinion

We have audited the consolidated financial statements of JSL CONSTRUCTION & DEVELOPMENT CO., LTD. and its subsidiaries ("the Group"), which comprise the consolidated balance sheet as of December 31, 2024 and 2023, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), Interpretations developed by the International Financial Reporting Interpretations Committee ( " IFRIC " ) or the former Standing Interpretations Committee ("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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' 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 Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this report are as follows:

1. Revenue recognition

Refer to Note 4(n) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; Note 6(v) "Revenue from Contracts with Customers" for revenue recognition.

Description of key audit matter:

The principle income of the Group is generated from selling real estate properties,of which has a higher tendency of revenue fluctuation due to impacts of various factors such as overall economic environment, supply and demand and reform of house and land transactions income tax system; to respond to aforementioned changes, the management has set up relevant internal control procedures over income and payment collection. The consolidated service contract income for the year ended December 31, 2024 was amounted to \$5,113,410 thousand. The accounting treatment of service contracts involve estimates and judgments; thus, it was continuously considered as significant audit risk for the Group. Therefore, the test of revenue recognition was one of the key audit matters in the audit of consolidated financial reports for the year ended December 31, 2024 and 2023 of the Group.

How the matter was addressed in our audit:

Our principal audit procedures included the following: Testing the effectiveness of the design and implementing the internal control system of sales revenue; Understanding the effectiveness of the control mechanism for the Group's real estate sales revenue and collection operations. Also, to spot check the pre-orders forms of on site real estate sales, confirmation on completion of sales contract and site daily report for sales on site, the invoice of marketing planning services, bank transactions records; testing if the accounting treatment adopted for service contract income was in accordance with accounting policies; to sample check on sales transactions for the period before and after the financial reporting date and confirm the related vouchers to assess whether the revenue recognition period is appropriate.

Revenue recognition of property sales

Refer to Note 4(n) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; for revenue recognition, please refer to note 6(v) Revenue from Contracts with Customers.

Description of key audit matter:

The real estate industry, in which the Group is into, has a higher tendency of revenue fluctuation due to macroeconomics, economic conditions, tax policy reform and real estate demands, therefore the management has set up relevant income and collection procedures to countermeasure the aforementioned environmental changes. The revenue from property sales is \$2,140,856 thousand, thus, the appropriateness of recognition of revenue from property sales cast significant impacts on financial report. Consequently, revenue recognition is one of our key audit matters.

How the matter was addressed in our audit:

Our principal audit procedures included understanding the sales revenue of property and lands of the Group and control mechanism of collection procedure as well as testing the effectiveness of the design and implementing the internal control system of sales revenue. Inspection of property and land sales contracts, bank account transaction record, collection record and real estate ownership transfer document and delivery list, etc. In addition, testing the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.

Construction contracts

Refer to Note 4(n) Revenue recognition for the accounting policies on construction contract; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on construction contract; Note 6(v)"Revenues from contracts with customers" for more details revenue recognition of construction contract.

Description of key audit matter:

As the total contract price and estimated total cost of construction contracts are highly related to the subjectively judgments of the managements, inaccuracy estimations for total construction income may lead to significant changes in profit or loss of the financial reports. Therefore, there is a significant risk involved. In addition, the Group recognized construction contract revenue and cost under the percentage completion method, and degree of completion is based on the how much incurred cost accounted for the estimated total contract cost as of financial reporting date. However, such errors in the aforementioned treatment may result in material differences between the recognition timing of profit or loss and the current financial statements.

How the matter was addressed in our audit:

The principal audit procedures for the above key audit matter by the accountant include: Testing the internal control and operational effectiveness of the contract acquisition and payment collection; obtaining an additional breakdown of the total contract price of the various projects for the current period, and sample checking the external documents such as contract, agreement,incoming letters from owners,in addition of the valuation details of each period and the acceptance and payment of the owners; to conduct sample assessment on the procedures for drawing up the construction budget by the management and sample testing on the effectiveness of its internal control system operation; to sample check and verify the documents such as project invoice, contracts and daily construction reports, receipts and construction budget and compared against the construction budget to confirm the validity on accumulation of the construction accounts; to sample check the valuation information of each period and to confirm the calculation of percentage of completion; and to test on cut-off for contribution to construction in progress for the period before and after the balance sheet date through sampling check.

Valuation of inventories

Please refer to Note 4(h), Note 5, and 6(e) of the consolidated financial statements for the accounting policies on measuring inventory, assumption used and uncertainties considered in determining the net realizable value and the details of inventory.

Description of key audit matter:

As of December 31, 2024, inventory of the Group (construction industry) was amounted to \$31,747,378 thousand,which accounted for 66% of the consolidated total assets, and the inventory amount was presented with lower of cost or net realizable value. The judgment of net realizable value relies on management since the Group focuses on real estate industry, the industry is not only deeply affected by politics, economics, and reform of house and land transactions income tax system, but also an industry that is capital intensive and has long recover period. Thus, the valuation of inventory is one of the most important evaluation in performing our audit procedures.

How the matter was addressed in our audit:

Our principal audit procedures included the following: understanding the Group's operating and accounting procedures for inventory valuation.; obtaining the Group management's data on net realizable value of inventory or individual investment evaluation forms, then sampling these data to review their market prices and comparing with contract prices of recent sales by the Group or the most updated selling prices of nearby properties.Consequently,to confirm if the net realizable value of inventory is appropriate.

Other Matter

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. has prepared its parent group only financial statements as of and for the year ended December 31, 2024 and 2023, on which we have issued an unmodified opinion with other matter paragraph.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed 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 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 and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors' report and consolidated financial statements, the Chinese version shall prevail.

1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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.
1. 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.
1. Obtain sufficient and 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 group audit. We remain solely responsible for our audit opinion.

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 of the current period and are therefore the key audit matters. We described these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Shih-Chin Chih and Hsin-Ting Huang.

KPMG

Taipei, Taiwan (Republic of China) March 10, 2025

Notes to Readers

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES
	Consolidated Balance Sheets	December 31, 2024 and 2023	(Expressed in Thousands of New Taiwan Dollars)

		December 31, 2024	December 31, 2023			December 31, 2024	December 31, 2023
	Assets	% Amount	% Amount		Liabilities and Equity	% Amount	Amount	%
1100	Cash and cash equivalents (Note 6(a))	7 3,415,318 \$	5 1,689,153		Current liabilities:
1140	Current contract assets (Notes 6(v) and 7)	1 658,199	2 781,292	2100	Total short-term borrowings (Note 6(k))	34 16,281,301 \$	11,375,431	32
1150	Notes receivable, net (Notes 6(d) and (v))	33,887 -	- 38,541	2110	Total short-term notes and bills payable (Note 6(k))	8 3,655,876	2,695,923	9
1160	Notes receivable due from related parties, net (Notes 6(d), (v) and 7)	- -	- 2,028	2130	Current contract liabilities (Notes 6(v), 7 and 9)	14 7,115,326	4,169,388	12
1170	Accounts receivable, net (Notes 6(d) and (v))	3 1,684,156	7 2,454,811	2150	Total notes payable (Note 6(n))	- 30,118	15,396	-
1180	Accounts receivable due from related parties, net (Notes 6(d), (v) and 7)	1 584,121	1 250,678	2170	Total accounts payable (Note 6(n))	8 4,010,962	2,963,099	8
1200	Other receivables, net	9,832 -	- 4,574	2180	Total accounts payable to related parties (Notes 6(n) and 7)	- 11,091	18,837	-
1210	Other receivables due from related parties, net (Note 7)	7,746 -	- 24,750	2200	Total other payables	1 602,759	520,633	1
1220	Total current tax assets	- -	- 7,197	2220	Other payables to related parties (Note 7)	- 31,620	26,893	-
1320	Inventories (for construction business), net (Notes 6(e), 7, 8 and 9)	66 31,747,378	64 22,624,022	2230	Current tax liabilities	1 490,473	377,941	1
1410	Total prepayments (Note 6(f))	1 724,701	1 586,840	2251	Current provisions for employee benefits (Note 6(q))	- 12,356	11,281	-
1476	Other current financial assets (Notes 6(j), 8and 9)	9 4,193,624	7 2,620,551	2280	Current lease liabilities (Notes 6(o) and 7)	- 62,570	40,437	-
1479	Other current assets, others	1 353,877	1 249,219	2321	Bonds payable, current portion (Note 6(m))	2 840,500	640,500	2
1480	Current assets recognised as incremental costs to obtain contract with customers (Notes 6(j)and 7)	1 596,327	1 250,412	2322	Long-term borrowings, current portion (Note 6(l))	- 34,385	847,334	2
1482	Current assets recognised from costs to fulfil contracts with customers (Note 6(e))	1 325,292	1 307,511	2399	Other current liabilities, others	68 - 233,184 33,412,521	67,222 23,770,315	67 -
		91 44,334,458	90 31,891,579		Non-Current liabilities:
1510	Total non-current financial assets at fair value through profit or loss (Notes 6(b) and (x))	1 724,940	1 399,758	2530 2540	Total long-term borrowings (Note 6(l)) Total bonds payable (Note 6(m))	3 3 1,289,000 1,248,885	1,629,500 687,697	5 2
1517	Total non-current financial assets at fair value through other comprehensive	5,396 -	- 5,396	2570	Total deferred tax liabilities (Note 6(r))	- 6,346	32,760	-
	income (Note 6(c))			2580	Non-current lease liabilities (Notes 6(o)and 7)	1 440,888	409,851	1
1600	Total property, plant and equipment (Notes 6(g) and 8)	2 1,117,119	2 819,857	2645	Guarantee deposits received (Note 7)	- 31,369	31,369	-
1755	Right-of-use assets (Notes 6(h), 7 and 8)	3 1,150,876	3 1,119,336	2670	Other non-current liabilities, others (Note 6(i))	- 50,000	50,000	-
1760	Investment property, net (Notes 6(i) and 8)	2 856,300	3 859,420			7 3,066,488	2,841,177	8
1780	Total intangible assets	2,002 -	- 1,766		Total liabilities	75 36,479,009	26,611,492	75
1840	Deferred tax assets (Note 6(r))	66,148 -	- 64,495		Equity attributable to owners of parent: (Notes 6(s) and (t))
1980	Total other non-current financial assets (Notes 6(j) and 8)	1 477,283	1 397,849	3110	Ordinary share	13 6,249,101	3,916,067	11
1995	Other non-current assets, others	255 -	- 255	3210	Total capital surplus, additional paid-in capital	6 2,944,454	2,208,631	6
		9 4,400,319	10 3,668,132	3220	Capital surplus, treasury share transactions	- 5,556	5,556	-
				3280	Capital surplus, others	- 6,691	4,406	-
	Total assets	48,734,777 100 \$	100 35,559,711	3300	Total retained earnings	6 3,049,966	2,813,559	8
					Total equity	25 12,255,768	8,948,219	25

See accompanying notes to consolidated financial statements.

Total liabilities and equity \$ 48,734,777 100 35,559,711 100

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

		2024		2023
		Amount	%	Amount	%
4000	Total operating revenue (Notes 6(p), (v) and 7)	\$ 11,158,269	100	8,102,882	100
5000	Total operating costs (Notes 6(e)and 7)	7,429,784	67	4,779,984	59
	Gross profit from operations	3,728,485	33	3,322,898	41
	Operating expenses:
6100	Total selling expenses	399,828	4	432,866	5
6200	Total administrative expenses (Notes (t), (w) and 7)	760,953	7	503,315	6
6300	Total research and development expenses	46,981	-	44,468	1
6450	Expected credit loss (gain) (Note 6(d))	(63,190)	(1)	69,941	1
	Total operating expenses	1,144,572	10	1,050,590	13
	Net operating income	2,583,913	23	2,272,308	28
	Non-operating income and expenses:
7100	Total interest income (Note 6(x))	30,632	-	21,829	-
7010	Total other income (Notes 6(x) and 7)	2,469	-	4,068	-
7020	Other gains and losses, net (Notes 6(x) and 7)	484,763	4	113,288	1
7050	Finance costs, net (Notes 6(x) and 7)	(502,244)	(4)	(429,992)	(5)
	Total non-operating income and expenses	15,620	-	(290,807)	(4)
	Profit from continuing operations before tax	2,599,533	23	1,981,501	24
7950	Less: Income tax expenses (Note 6(r))	696,699	6	473,833	5
	Profit	1,902,834	17	1,507,668	19
8300	Other comprehensive income	-	-	-	-
	Total comprehensive income	\$ 1,902,834	17	1,507,668	19
	Profit, attributable to:
8610	Profit, attributable to owners of parent	\$ 1,902,834	17	1,507,668	19
8620	Non-controlling interests	-	-	-	-
		\$ 1,902,834	17	1,507,668	19
	Comprehensive income attributable to:
8710	Comprehensive income, attributable to owners of parent	\$ 1,902,834	17	1,507,668	19
8620	Non-controlling interests	-	-	-	-
		\$ 1,902,834	17	1,507,668	19
	Basic earnings per share (Note 6(u))
9750	Basic earnings per share	\$	3.07		2.61
9850	Diluted earnings per share	\$	3.07		2.60

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Share capital
				Total equity
Ordinary shares			Unappropriated	attributable to	Total equity
\$					6,136,149
-	-	-		1,507,668	1,507,668
-	-	-	-	-	-
-	-	-		1,507,668	1,507,668

-	-			-	-
-	-	-		(145,039)	(145,039)
725,198	-	-		-	-

-		-	-	(290,079)	(290,079)
290,079		-	-	-	-
-		-	-	4,406	4,406
240,000		-	-	1,735,114	1,735,114
3,916,067				8,948,219	8,948,219
-	-	-		1,902,834	1,902,834
-	-	-	-	-	-
-	-	-		1,902,834	1,902,834

-	-			-	-
1,666,427	-	-		-	-

-		-	-	(624,910)	(624,910)
416,607		-	-	-	-
-		-	-	2,285	2,285
250,000		-	-	2,027,340	2,027,340
\$ 6,249,101				12,255,768	12,255,768
	2,660,790	Capital surplus	Legal reserve 1,299,231 (290,079) (290,079) 4,406 1,495,114 2,218,593 (624,910) (416,607) 2,285 1,777,340 2,956,701	retained earnings Retained earnings 294,181 44,462 338,643 150,767 489,410	6,136,149 owners of parent 1,881,947 1,507,668 1,507,668 (44,462) (145,039) (725,198) 2,474,916 1,902,834 1,902,834 (150,767) (1,666,427) 2,560,556

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

	For the years ended December 31
	2024	2023
Cash flows from operating activities:
Profit before tax	\$ 2,599,533	1,981,501
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense	97,835	55,171
Amortization expense	2,803	1,727
Provision (reversal of provision) for bad debt expense	(63,190)	69,941
Net gain on financial assets or liabilities at fair value through profit or loss	(175,226)	(11,476)
Interest expense	502,244	429,992
Interest income	(30,632)	(21,829)
Dividend income	(20)	(16)
Losses on disposal of property, plant and equipment	-	(127)
Share-based payment transctions	29,625	11,520
Gain on modification of leases	(13)	-
Total adjustments to reconcile profit	363,426	534,903
Changes in operating assets and liabilities:
Changes in operating assets:
Current financial assets at fair value through profit or loss	44	-
Decrease (increase) in contract assets	123,093	(253,817)
Decrease (increase) decrease notes receivable	4,654	(15,827)
Decrease in notes receivable due from related parties	2,028
Decrease (increase) in accounts receivable	834,996	(1,255,656)
Increase in accounts receivable due from related parties	(333,443)	(169,809)
(Increase) decrease in other receivables	(5,047)	10,684
Decrease (Increase) in other receivables from related parties	17,004	(5,699)
Increase in inventories	(8,930,677)	(5,245,296)
Increase in other prepayments	(137,861)	(180,972)
Increase in other current financial assets	(1,572,966)	(443,937)
Increase in other current assets	(104,658)	(160,205)
Increase in assets recognised as incremental costs to obtain contract with customers	(345,915)	(37,922)
(Increase) decrease in assets recognised from costs to fulfil contracts with customers	(17,781)	46,798
Total changes in operating assets	(10,466,529)	(7,711,644)
Changes in operating liabilities:
Increase in contract liabilities	2,945,938	1,565,668
Increase in notes payable	14,722	4,959
Increase in accounts payable	1,047,863	1,084,430
Decrease in accounts payable to related parties	(7,746)	(4,881)
Increase in other payable	76,043	209,951
Increase (decrease) in accounts payable to related parties	4,727	(238,180)
Increases in provisions for employee benefits	1,075	215
Increases in other current liabilities	165,962	34,397
Total changes in operating liabilities	4,248,584	2,656,559
Total changes in operating assets and liabilities	(6,217,945)	(5,055,085)
Total adjustments Cash outflow generated from operations	(5,854,519) (3,254,986)	(4,520,182) (2,538,681)
Interest received	29,374	21,829
Dividends received	20
Interest paid	(694,503)	(597,518)
Income taxes paid	(605,248)	(212,978)
Net cash flows generated from operating activities	(4,525,343)	(3,327,332)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows (CONT'D) For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

	For the year ended December 31
	2024	2023
Cash flows from investing activities:
Acquisition of current financial assets at fair value through profit or loss	-	(7,340)
Proceeds from current disposal of financial assets at fair value through profit or loss	-	7,618
Acquisition of non-current financial assets designated at fair value through profit or loss	(150,000)	(200,000)
Acquisition of property, plant and equipment	(322,398)	(7,348)
Proceeds from disposal of property, plant and equipment	-	314
Acquisition of intangible assets	(3,039)	(2,195)
Acquisition of investment properties	-	(65,876)
(Increase) decrease in other non-current financial assets	(79,434)	151,384
Net cash flows used in investing activities	(554,871)	(123,443)
Cash flows from financing activities:
Increase in short-term borrowings	10,507,050	9,882,388
Decrease in short-term borrowings	(5,612,929)	(7,673,306)
Increase in short-term notes and bills payable	14,713,100	13,024,200
Decrease in short-term notes and bills payable	(13,759,100)	(12,436,900)
Proceeds from issuing bonds	500,000	270,000
Repayments of bonds	(640,500)	(400,000)
Proceeds from long-term borrowings	712,179	88,460
Repayments of long-term borrowings	(940,575)	(12,028)
Increase in guarantee deposits received	-	9,634
Payment of lease liabilities	(47,936)	(40,060)
(Decrease) increase in other financial liabilities	-	(8,225)
Cash dividends paid	(624,910)	(435,118)
Proceeds from issuing shares	2,000,000	1,728,000
Net cash flows generated from (used in) financing activities	6,806,379	3,997,045
Net increase in cash and cash equivalents	1,726,165	546,270
Cash and cash equivalents at the beginning of the year	1,689,153	1,142,883
Cash and cash equivalents at the end of the year	\$ 3,415,318	1,689,153

Unit: NT\$

	Amount
Item	Subtotal	Total
Beginning/ending distribution profit		657,722,981
Plus: Net income after taxes for the period	1,902,834,207
Less: Recognized the legal surplus reserve	(190,283,421)
Distributable profit		2,370,273,767
Distribution item
Shareholder dividend - Stock (NT\$3.000001 per share)	(2,024,730,600)
Shareholder dividend - Cash (NT\$0.4 per share)	(269,963,990)
Ending distribution profit		75,579,177

Chairman: Executive Manager: Principal Accounting Officer:

JSL Construction & Development Co., Ltd.

Comparison of Amendments to Articles of Incorporation

Articles	Original Articles	Amended Articles	Reasons for
			Amendment
Article 6	The Company has an authorized capital	The Company has an authorized	To meet the
	of NT\$8 billion in 800 million shares.	capital of NT\$9.9 billion in 990	Company's
	Each share has a face value of NT\$10.	million shares. Each share has a face	actual needs.
	The Board of Directors is authorized to	value of NT\$10. The Board of
	raise share capital in multiple issues.	Directors is authorized to raise share
	Within the aforementioned capital stock,	capital in multiple issues.
	NT\$20 million is reserved for the	Within the aforementioned capital
	issuance of employee stock options in	stock, NT\$200 million is reserved for
	the amount of 20 million shares with a	the issuance of employee stock options
	par value of NT\$10 per share. The	in the amount of 20 million shares
	Board is authorized to issue the shares	with a par value of NT\$10 per share.
	in installments.	The Board is authorized to issue the
		shares in installments.
Article 22	If the Company is profitable in the fiscal	Deleted.	Reason for
	year, no less than 1% of the profit shall		deletion:
	be allocated as bonuses for employees,		Duplicate of
	and no more than 3% of the profit shall		Article 23 and
	be allocated as remuneration for		thus removed.
	directors and supervisors. However, if
	the Company still has accumulated losses, an amount shall be reserved in
	advance to make up for the losses.
	A Board resolution shall determine the
	distribution of employee remuneration
	in the form of stocks or cash. The
	distribution includes employees who
	meet certain criteria in controlled or
	subordinate companies. The Board is
	authorized to formulate the relevant
	criteria.
Article 23	If the Company is profitable in the fiscal	If the Company is profitable in the	Pursuant to
	year, no less than 1% of the profit shall	fiscal year, no less than 1% of the	Article 14,
	be allocated as bonuses for employees,	profit shall be allocated as bonuses for	Paragraph 6 of
	and no more than 3% of the profit shall	employees (including basic-level	the Securities
	be allocated as remuneration for	employees), and no more than 3% of	and Exchange
	directors. However, if the Company still	the profit shall be allocated as	Act, this
	has accumulated losses, an amount shall	remuneration for directors. However,	amendment
	be reserved in advance to make up for	if the Company still has accumulated	adds provisions
	the losses.	losses, an amount shall be reserved in	to the Articles
	A Board resolution shall determine the	advance to make up for the losses.	of
	distribution of employee remuneration	The amount of employee bonuses	Incorporation
	in the form of stocks or cash. The	referred to in the preceding paragraph	regarding the
	distribution includes employees who	shall include no less than 1% allocated	allocation of a
	meet certain criteria in controlled or	specifically for basic-level employees.	certain
	subordinate companies. The Board is	Employee bonuses may be distributed	percentage of
	authorized to formulate the relevant	in the form of shares or cash, and the	annual

	criteria.	recipients may include employees of	earnings for
		subsidiaries who meet certain criteria.	salary
		The criteria and the method of	adjustments or
		distribution shall be determined by the	bonuses for
		Board of Directors.	basic-level
		The preceding two matters shall be	employees,
		resolved by the Board of Directors and	applicable to
		reported to the shareholders' meeting.	companies
			whose shares
			are listed on
			the TWSE or
			traded on the
			TPEx.
Article 25	The Articles of Incorporation were	The Articles of Incorporation were	Added the date
	established on June 27, 1986.	established on June 27, 1986.	and number of
	The 49th amendment was made on June	The 50th amendment was made on	amendments.
	28, 2024.	June 30, 2025.

JSL Construction & Development Co., Ltd.

Articles of Incorporation

Chapter I. General Provisions

Article 1. The Company is organized in accordance with the provisions of the Company Act and is named JSL Construction & Development Co., Ltd.
Article 2. The Company is engaged in the following business activities:
1. F113010 Wholesale of Machinery.
1. A101020 Growing of Crops.
1. A201010 Afforestation/Silviculture.
1. A401020 Raising of Livestock and Poultry.
1. E801010 Indoor Decoration.
1. F301020 Supermarkets.
1. J602010 Performing Arts Activities.
1. I401010 General Advertisement Service.
1. F106010 Wholesale of Hardware.
1. F102030 Wholesale of Tobacco and Alcohol.
1. J101060 Wastewater (Sewage) Treatment.
1. F113020 Wholesale of Electrical Appliances.
1. F113030 Wholesale of Precision Instruments.
1. F113070 Wholesale of Telecommunication Apparatus.
1. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.
1. F107030 Wholesale of Cleaning Supplies.
1. F118010 Wholesale of Computer Software.
1. A301010 Deep Sea Fishing.
1. J701040 Recreational Activities Venue.
1. J701020 Amusement Parks.
1. F107010 Wholesale of Paints, Coating and Varnishes.
1. C501040 Manufacture of Wood-Based Panels.
1. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing.
1. E601020 Electric Appliance Installation.
1. F107200 Wholesale of Chemical Feedstock.
1. F109070 Wholesale of Culture, Education, Musical Instruments and Educational Entertainment Supplies.
1. F110010 Wholesale of Clocks and Watches.
1. F113050 Wholesale of Computers and Clerical Machinery Equipment.
1. F119010 Wholesale of Electronic Materials.
1. F401010 International Trade.
1. G801010 Warehousing.
1. H701010 Housing and Building Development and Rental.
1. H701020 Industrial Factory Development and Rental.
1. H701050 Investment, Development and Construction in Public Construction.
1. H703090 Real Estate Business.
1. H703100 Real Estate Leasing.
1. I501010 Product Designing.
1. J801030 Athletics and Recreational Sports Stadium.
1. JA02010 Electric Appliance and Electronic Products Repair.
1. JE01010 Rental and Leasing.
1. F111090 Wholesale of Building Materials.
1. A202040 Logging.
1. JD01010 Industrial and Commercial Credit Checking Service.
1. I103060 Management Consulting.
1. F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures.
1. F107990 Wholesale of Other Chemical Products.
1. F106020 Wholesale of Daily Commodities.
1. F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.
1. F102050 Wholesale of Tea Leaves.
1. F102170 Wholesale of Food and Grocery.
1. F199990 Other Wholesale Trade.
1. F501060 Restaurants.
1. A301020 Offshore Coastal and Inland Fishing.
1. F107020 Wholesale of Dyes and Pigments.
1. A102060 Food Dealers.
1. ZZ99999 All businesses that are not prohibited or restricted by law, except those that are subject to special approval.
1. I301020 Data Processing Services.
1. I301030 Digital Information Supply Services.
1. F601010 Intellectual Property Rights.
1. I199990 Other Consulting Services.
1. H704031 Real Estate Agency Brokerage.
1. H704041 Real Estate Consignment Brokerage.
1. H701060 New towns, new community development.
1. H701070 Process Zone Expropriation and Urban Land Readjustment Agency.
1. H701080 Urban renewal reconstruction.
1. H701090 Urban Renewal Renovation or Maintenance
Article 2-1. The percentage of the investment amount of the above-mentioned invested subsidiaries to the Company's paid-in capital is not subject to Article 13 of the Company Act. It may be, however, subject to other regulations stipulated by the competent securities authority.
Article 3. The head office of the Company is located in Taipei City. If necessary, branch offices both at home or abroad may be established by the resolution of the Board of Directors.
Article 4. The Company may provide external guarantees due to the needs of the business.
Article 5. Public announcements of the Company shall be made in accordance with the Company Act and the related regulations.
Chapter II. Shares
Article 6. The Company has an authorized capital of NT\$8 billion in 800 million shares. Each share has a face value of NT\$10. The Board of Directors is authorized to raise share capital in multiple

issues.

Within the aforementioned capital stock, NT\$20 million is reserved for the issuance of employee stock options in the amount of 20 million shares with a par value of NT\$10 per share. The Board is authorized to issue the shares in installments.

Article 7. The Company may consolidate stocks to issue stocks with a larger denomination at the request of Taiwan Depository & Clearing Corporation.
Article 8. The share certificates of the Company are all name-bearing, and signed or stamp-sealed by directors representing the Company, and are issued upon the authentication by the bank permitted by law to serve as the registrar for issuance of stocks. Shares of the Company are exempted from actual printing but shall be registered with Taiwan Depository and Clearing Corporation.
Article 9. Transfer of shares shall not be set up as a defense against the issuing company, unless the name or title of the transferee has been recorded on the shares and the name or title and the residence or domicile address has been recorded in the shareholder register.
Article 10. If the stock is lost or destroyed, notify the Company in writing, and then follow the procedures of "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the Financial Supervisory Commission before applying for reissuance.
Article 11. Shareholders should leave their records of seal with the Company for receiving dividends and exercising shareholder rights. The Company must be notified of any change of address, which is made effective only if the notification is stamped with the original seal. If the seal is lost or destroyed, follow the procedures of "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the Financial Supervisory Commission for the replacement with a new seal.
Article 12. Changes or transfers of the names of shares cannot be made within 60 days prior to annual shareholders' meeting, 30 days prior to extraordinary general meetings or 5 days before the date on which the Company has decided to distribute dividends, bonuses, or other benefits.

Chapter III. Shareholders' Meeting

Article 13. There are two types of shareholders' meetings: annual general meetings and extraordinary meetings. Unless otherwise specified by law, shareholders' meetings are to be convened by the Board of Directors. Annual general meetings are held within six months after the end of each fiscal year. Extraordinary general meetings, when necessary, are held in accordance with the law.

Shareholders' meetings may be held via teleconferencing or other methods announced by the competent authority. However, due to natural disasters, incidents, or other force majeure events, the central competent authority may announce that the Company will hold meetings before a deadline, regardless of the provisions of the Articles of Incorporation, through teleconferencing or other methods announced.

If video conferencing is used in a shareholder meeting, shareholders who participate in the meeting via video conferencing are considered to have attended in person.

The preceding two requirements may be, however, subject to other regulations stipulated by the competent securities authority.

Meeting handbooks shall be prepared for the convening of the general meeting of shareholders. Each shareholder shall be notified of the date, location and reasons for convening annual

shareholders' meetings at least 30 days before a general meeting or 15 days before an extraordinary meeting. The notification may be made in an electronic format if accepted by the recipient.

The notification of the convening of the general meeting of shareholders referred to in the preceding paragraph may be made in the form of an announcement on the MOPS for shareholders holding less than 1,000 registered shares.

Article 14. Shareholders unable to attend the meeting may grant power of attorney to a proxy to attend on their behalf. The scope of authorization must be specified on the proxy form delivered to the Company.

Each shareholder may issue one proxy form and appoint one proxy only. All proxy forms must be delivered to the Company at least five days before the shareholders' meeting. In the event of duplicate proxy forms, the one received first shall prevail. However, this shall not apply where the shareholder has expressly revoked the earlier proxy.

If a shareholder intends to attend the shareholders' meeting in person or to exercise voting rights in writing or electronically after the proxy form has been received by the Company, a written notice of revocation must be submitted to the Company no later than two days before the meeting. If the revocation is not received by the deadline, the proxy's vote shall prevail. A person acting as proxy for more than two shareholders shall not represent voting rights in excess of three percent of the total issued voting shares. Any voting rights in excess thereof shall not be counted.

Article 15. Unless otherwise specified in accordance with Article 179 of the Company Act to have no voting power, each share shall be equal to one vote and this shall apply to every shareholder. Shareholders may exercise their voting rights by correspondence or by electronic means. (For companies required under the proviso of Paragraph 1, Article 177-1 of the Company Act to adopt electronic voting: shareholders shall exercise their voting rights by electronic means and may also do so by correspondence.) The methods for exercising voting rights by correspondence or by electronic means shall be specified in the notice of the shareholders' meeting. Shareholders who exercise their voting rights by correspondence or by electronic means shall be deemed to have attended the shareholders' meeting in person. However, shareholders will be deemed to have waived their voting rights with respect to any extraordinary motions and amendments to the original proposals raised at the meeting. Accordingly, it is advisable for the Company to refrain from submitting such motions and amendments.

Shareholders exercising voting rights by correspondence or electronic means shall deliver their declaration of intent to the Company at least two days before the shareholders' meeting. If there is a repetition of the declaration of intent, the declaration delivered first shall prevail. Except in the case when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, if the shareholder intends to attend the shareholders' meeting in person, a declaration of intent to revoke the previously exercised voting rights shall be submitted to the Company by the same method used to exercise the voting rights, no later than two days before the meeting date. If the revocation notice is submitted after the deadline, the voting rights exercised by correspondence or electronic means shall prevail. If a shareholder exercises voting rights by correspondence or

electronic means and also appoints a proxy to attend the shareholders' meeting, the voting rights exercised by the proxy at the meeting shall prevail.

Unless otherwise provided in the Company Act or the Company's Articles of Incorporation, a proposal shall be approved by a majority of the voting rights represented by shareholders attending the meeting. During the voting process, the chair or a designated person shall announce the total number of voting rights held by attending shareholders for each agenda item, after which voting shall proceed. On the same day of the meeting, the voting results, including the number of votes in favor, the number of votes against, and the number of abstentions for each agenda item, shall be submitted to the Market Observation Post System. When there are amendments or substitute proposals for the same motion, the chair shall determine the voting order together with the original motion. If one of the motions is approved, the other motions shall be deemed rejected, and no further voting shall be conducted. The monitoring and counting personnel for the voting should be assigned by the chair, and the monitoring personnel should have shareholder status. Vote counting for proposals or elections at the shareholders meeting shall be conducted publicly at the meeting venue. Immediately upon completion of the vote count, the voting results, including the tally of votes, shall be announced on-site and recorded.

Article 16. Unless otherwise provided by the Company Act, resolutions at the shareholders meeting shall be passed with the attendance of shareholders representing more than half of the total issued shares, and with the affirmative vote of a majority of the voting rights represented by the attending shareholders. Shareholders of the Company may also exercise their voting rights by electronic means. Shareholders exercising voting rights electronically shall be deemed to have attended the meeting in person. All related matters shall be handled in accordance with relevant laws and regulations. Resolutions made at the shareholders' meeting shall be recorded in the meeting minutes. The minutes of the shareholders' meeting shall be signed or sealed by the chair of the meeting. Pursuant to Article 183, Paragraph 3 of the Company Act, the minutes may be made public by announcement.

Chapter IV. Director

Article 17. The Company shall have seven to nine directors and adopt a candidate nomination system, and the directors shall be elected at a shareholders' meeting from the list of director candidates for a term of three years and shall be eligible for re-election. There shall be at least three independent directors, and they shall account for no less than onefifth of the total number of directors. The professional qualifications, shareholding restrictions, limitations on concurrent positions, nomination and election procedures, and other compliance requirements relating to independent directors shall be governed in accordance with the relevant regulations prescribed by the competent securities authority. The total number of registered shares held by all directors shall be governed in accordance with the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies" promulgated by the competent authority.
Article 18. The Board of Directors shall elect a Chairman by a majority vote of more than half of the

directors present at a meeting where at least two-thirds of all directors are in attendance. A Vice Chairman may also be appointed as needed to assist the Chairman. Unless otherwise provided by law, Board meetings shall be convened by the Chairman. However, the first meeting of each Board session shall be convened in accordance with Article 203 of the Company Act. The notice of meeting specifying the matters to be discussed shall be given in writing, by email, or by fax. The Chairman shall preside over the Board meetings.

Article 19. When the Chairman is on leave or unable to perform his duties for any reason, his proxy shall act in accordance with Article 208 of the Company Act. The convocation of the Board of Directors shall specify the purpose and notify all directors at least seven days in advance. However, in urgent circumstances, the Board may be convened at any time. The notice of the meeting may be given in writing, by email, or by fax.
Article 19-1. Directors unable to attend the meetings may offer to provide a power of attorney signed or sealed, in accordance with the provisions of Article 205 of the Company Act, which specifies the scope of authorization and entrust other directors to attend the meetings as proxies.
Article 19-2. The Company has established an audit committee which is composed of all independent directors in accordance with Article 14-4 of the Securities and Exchange Act. There should be no less than three members on the Committee, and one of them shall serve as the convener. The Audit Committee or its members are responsible for performing the functions of supervisors specified in the Company Act, the Securities and Exchange Act and other regulations.
Article 20. The remuneration of all directors is determined at Board meetings based on their level of participation in and contribution to the Company's operation. The remuneration follows the standard among industry peers.

The remuneration of independent directors shall be determined by the Board based on the principle of the preceding paragraph, and independent directors are not eligible for the distribution of directors' remuneration and other bonuses.

The Company may purchase liability insurance for its directors and key personnel with respect to the liabilities they bear for their duties during the term of their services in accordance with the law. The Board is authorized to handle the insurance matters with full authority.

Chapter V. Executive Managers
Article 21. The Company shall have one President, and a number of Vice President and Assistant Vice President positions. Their appointment, discharge and remuneration shall comply with Article 29 of the Company Act.

Chapter VI. Accounting

Article 22. If the Company is profitable in the fiscal year, no less than 1% of the profit shall be allocated as bonuses for employees, and no more than 3% of the profit shall be allocated as remuneration for directors and supervisors. However, if the Company still has accumulated losses, an amount shall be reserved in advance to make up for the losses.

A Board resolution shall determine the distribution of employee remuneration in the form of stocks or cash. The distribution includes employees who meet certain criteria in controlled or subordinate companies. The Board is authorized to formulate the relevant criteria. The Company's Board of Directors is responsible for preparing the following statements and

reports at the end of each financial year; these statements and reports must be submitted to the Audit Committee for review at least 30 days before the annual shareholders' meeting, and presented during the annual general meeting for ratification. The documents include (1) Business report; (2) Financial statements; and (3) Proposals for profit distribution or loss offsetting.

Article 22-1. The dividend policy determines the type, amount and timing of dividend distribution based on the Company's profitability, capital needs and financial structure, and with the goal of maintaining stable dividend payments.
Article 23. If the Company is profitable in the fiscal year, no less than 1% of the profit shall be allocated as bonuses for employees, and no more than 3% of the profit shall be allocated as remuneration for directors. However, if the Company still has accumulated losses, an amount shall be reserved in advance to make up for the losses.

A Board resolution shall determine the distribution of employee remuneration in the form of stocks or cash. The distribution includes employees who meet certain criteria in controlled or

subordinate companies. The Board is authorized to formulate the relevant criteria. Article 23-1. If the Company has any surplus in earnings at the end of the fiscal year, the Company shall first pay tax, make up for accumulated losses of previous years and then set aside 10% as legal reserve. However, if the legal reserve balance has reached the Company's paid-in capital, no more legal reserve needs to be provided, and the remainder may be appropriated or reversed as a special reserve in accordance with the law or the regulations of the competent authorities. If there is still surplus, the remainder shall be added to the accumulated undistributed earnings and the Board of Directors shall prepare an earnings distribution proposal. If the distribution is made by issuing new shares, the distribution shall be approved by the shareholders' meeting. Profits distributed for shareholders may be in the form cash or stocks, and the cash dividends shall not be less than 10% of the total shareholders' dividends for the current year.

If the Company distributes all or part of the dividends and bonuses or legal reserve and capital surplus in the form of cash, the Board of Directors is authorized to do so with the approval of a majority of directors present at a Board meeting attended by at least two-thirds of the directors, and it shall then report it to the shareholders' meeting.

Depending on the scale of operations and changes in the market and economic environment, the Board of Directors should take into account the Company's future scale of operations and cash flow needs when drafting a profit distribution plan, and determine the most appropriate dividend policy distribution method.

Article 23-2. The transfer of treasury stocks to employees, the issuance of employee stock options, restricted employee shares and new shares through cash capital increase available for subscription by employees in accordance with the law may include employees of controlling or affiliated companies that meet certain criteria, and the Board is authorized to determine the criteria and subscription method.

Chapter VII.Supplementary Articles

Article 24. Any outstanding issues not specified in the Articles of Incorporation are to be handled in accordance with the Company Act.
Article 25. The Articles of Incorporation were established on June 27, 1986. The 1st amendment was made on October 9, 1986. The 2nd amendment was made on November 15, 1986. The 3rd amendment was made on April 16, 1987.

The 4th amendment was made on December 31, 1987. The 5th amendment was made on March 16, 1988. The 6th amendment was made on June 10, 1988. The 7th amendment was made on October 3, 1988. The 8th amendment was made on December 12, 1988. The 9th amendment was made on January 5, 1989. The 10th amendment was made on February 16, 1989. The 11th amendment was made on March 1, 1989. The 12th amendment was made on September 6, 1989. The 13th amendment was made on December 18, 1989. The 14th amendment was made on April 20, 1990. The 15th amendment was made on June 20, 1991. The 16th amendment was made on May 1, 1992. The 17th amendment was made on May 29, 1993. The 18th amendment was made on June 27, 1994. The 19th amendment was made on September 5, 1994. The 20th amendment was made on June 19, 1995. The 21st amendment was made on June 27, 1996. The 22nd amendment was made on May 30, 1997. The 23rd amendment was made on July 27, 1998. The 24th amendment was made on June 28, 1999. The 25th amendment was made on August 26, 1999. The 26th amendment was made on June 9, 2000. The 27th amendment was made on June 27, 2001. The 28th amendment was made on June 27, 2003. The 29th amendment was made on June 11, 2004. The 30th amendment was made on June 11, 2004. The 31st amendment was made on August 29, 2005. The 32nd amendment was made on June 30, 2006. The 33rd amendment was made on June 15, 2007, but the provision of subparagraph 6, paragraph 1, Article 23 became applicable after the competent authority announced it effective (on January 1, 2008). The 34th amendment was made on June 20, 2008. The 35th amendment was made on June 26, 2009. The 36th amendment was made on June 22, 2012 The 37th amendment was made on June 24, 2013. The 38th amendment was made on September 6, 2013. The 39th amendment was made on June 18, 2014. The 40th amendment was made on June 22, 2015. The 41st amendment was made on June 22, 2016.

The 42nd amendment was made on June 15, 2017.

The 43rd amendment was made on June 14, 2018. The 44th amendment was made on June 28, 2019. The 45th amendment was made on June 24, 2020. The 46th amendment was made on August 27, 2021.

The 47th amendment was made on June 30, 2022.

The 48th amendment was made on June 30, 2023.

The 49th amendment was made on June 28, 2024.

JSL Construction & Development Co., Ltd.

Chairman: Wen-Yu Chu

JSL Construction & Development Co., Ltd. Rules of Procedure of Shareholders' Meetings

Article 1.

These Rules have been established in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies in order to build a strong Board governance system for shareholders' meetings with robust supervisory capabilities and reinforce management capabilities for the Company.

Article 2.

Unless otherwise specified by the law or the Articles of Incorporation, shareholder meetings of the Company shall proceed according to the terms of these Rules.

Article 3. (Convening shareholder meetings and shareholder meeting notices)

Unless otherwise specified by the law, shareholder meetings are to be convened by the Board of Directors. Any changes in the method of convening a shareholder meeting shall be resolved in a Board meeting, and shall be completed no later than the dispatch of the meeting notice. The Company shall, no later than 30 days prior to an annual general meeting or 15 days prior to an extraordinary general meeting, transmit an electronic file containing the shareholders' meeting notice, proxy form, and explanatory materials regarding proposals for ratification, discussion, election or dismissal of directors, and other matters to the Market Observation Post System. The shareholders' meeting handbook and supplemental meeting materials shall be prepared in electronic format and transmitted to the Market Observation Post System no later than 21 days prior to an annual general meeting or 15 days prior to an extraordinary general meeting. However, if the Company has paid-in capital of NT\$10 billion or more as of the end of the most recent fiscal year, or if, at the time of the most recent annual general meeting, the aggregate shareholding ratio of foreign and PRC investors recorded in the shareholders register reached 30% or more, the aforementioned electronic files shall be transmitted to the Market Observation Post System at least 30 days prior to the annual general meeting. At least 15 days prior to the date of the shareholders' meeting, the Company shall prepare the shareholders' meeting handbook and supplemental materials for the current meeting, which shall be made available for shareholders to inspect at any time and displayed at the Company and at the professional shareholder services agent designated by the Company.

The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:

I. Distributed on-site at the venue of the shareholders' meeting.
II. If the shareholders' meeting is also available through teleconferencing, distribute the materials at the physical venue, and upload the electronic files to the teleconferencing platform.
III. If the shareholders' meeting is held solely by teleconferencing, the electronic files shall be uploaded to the teleconferencing platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election/discharge of directors, changes in the article of association, dissolution/merging/splitting of the company, or items pertaining to Article 185-1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed in the meeting proposals, and shall not be raised as extraordinary motions.

Shareholders holding 1% or more of the total number of issued shares may submit proposals in writing to the Company for discussion at the annual general meeting. Only one proposal may be submitted. Where more than one proposal is submitted, none shall be included in the agenda. In addition, if a shareholder's proposal falls under any of the circumstances set forth in Article 172-1, Paragraph 4 of the Company Act, the Board of Directors may exclude it from the agenda.

The Company shall announce, before the book closure date of the annual shareholders' meeting, the conditions, places and time within which shareholders' proposals are accepted. The timing of acceptance must not be less than 10 days. Shareholders shall limit their proposed motions to 300 words only; proposals that exceed 300 words will not be accepted for discussion. Shareholders who have successfully proposed their motions shall attend the annual shareholders' meeting in person or by proxy and participate in the discussion. Prior to the issuance of the notice of a shareholders meeting, the Company shall notify the proposing shareholders of the outcome of their proposals, and include in the meeting notice those proposals that comply with the provisions of this Article. During the shareholders meeting, the Board of Directors shall provide an explanation for the exclusion of any shareholder proposals from the meeting agenda.

Article 4.

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

Each shareholder may issue one proxy form and appoint one proxy only. All proxy forms must be delivered to the Company at least five days before the shareholders' meeting. In the event of duplicate proxy forms, the one received first shall prevail. However, this shall not apply where the shareholder has expressly revoked the earlier proxy.

Should the shareholder decide to attend shareholder meeting personally or exercise voting rights in writing or by electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail.

Should the shareholder decide to attend shareholder meeting by teleconferencing after a proxy form has been received by the Company, a written notice must be sent to the Company no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw the proxy arrangement before the due date, the vote of the proxy attendant shall prevail.

Article 5. (Principles determining the time and place of a shareholder meeting)

A shareholder meeting should be held at the location of the Company or a place convenient for the shareholders and suitable for the meeting occasion. The meeting should not commence earlier than 9am or later than 3pm. Independent directors' opinions on the meeting place and time shall also be fully considered. If the shareholder meeting is held by teleconferencing, it is not subject to the restriction on the venue as specified in the preceding paragraph.

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

The meeting notice shall specify details such as the check-in time, venue, and other important notes for shareholders, proxy solicitors and proxies (referred to as shareholders) where relevant. Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly marked and stationed with competent personnel. Check in to the teleconferencing platform of the shareholder meeting should be completed at least 30 minutes before the meeting starts, and those who complete the check-in are considered to have attended the meeting in person. Shareholders and their proxies (hereinafter referred to collectively as "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Company may not arbitrarily request further eligibility documents to be presented by shareholders in order to attend. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company shall provide an attendance register for the attending shareholders to sign in, or have the attending shareholders turn in their attendance cards to sign in.

The Company shall provide attending shareholders with the meeting handbook, annual report, attendance card, speaking slips, ballots, and other meeting materials. If directors are to be elected, election ballots shall also be provided. Where a shareholder is a government agency or a juristic person, its representatives attending the shareholders' meeting are not limited to one person. Where a corporate entity is appointed as a proxy to attend a shareholders' meeting, it may appoint only one representative to attend.

Shareholders who would like to attend a shareholders' meeting held through teleconference should register with the Company at least two days before the shareholders' meeting.

For shareholder meetings that are held by teleconferencing, the Company shall upload the meeting handbook, annual report and other relevant information to the teleconferencing platform of the shareholder meeting, and keep them disclosed until the end of the meeting.

Article 6-1.

The shareholders' meeting notice should specify the following matters if the meeting is also made available through teleconferencing:

I. Methods of participation in the meeting through teleconferencing and for exercising their rights.
II. In the event that participation in the teleconference is interrupted due to natural disasters, incidents or other force majeure events, the time and date to when the meeting shall be postponed or resumed if the above-mentioned issues cannot be immediately resolved.
(I) Shareholders who have not registered to participate in the shareholders' meeting by teleconferencing shall not participate in the postponed or resumed meeting.
(II) If the shareholders' meeting cannot resume, and the total number of shares represented in attendance still meets the statutory quorum for the resolutions conducted after subtracting the number of shares that attended the meeting by teleconferencing, the meeting may still continue without needing a postponement or resumption. Shareholders who had attended the meeting via teleconference shall have their shares included in the total number of shares deemed to be in attendance at the meeting, but are considered to be abstaining from all motions presented in the meeting.
(III) The handling methods for when the results for all motions have been announced, and there are no extraordinary motions.
III. Alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.

Article 7. (Chairperson of the shareholders' meeting and observers)

When the chairman of the Board is on leave or for any reason unable to exercise the powers of chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman is also on leave or for any reason unable to exercise the powers of vice chairman, the chairman shall appoint one of the managing directors to act; however, if there are no managing directors, one of the directors shall be appointed to act as chair. If no appointment is made by the chairman, the managing directors or directors shall select one person from among themselves to serve as the chair.

The chairperson position mentioned above shall be assumed by a managing director or director, who has been on the Board for more than six months and possesses adequate understanding of the Company's financial and business performance. The same applies if the chairperson is a representative of a corporate director.

The shareholders' meeting convened by the Board of Directors shall be personally hosted by the chairman of the Board. More than half of the directors, at least one supervisor and at least one representing member of each of the various functional committees shall attend the meeting, and the attendance shall be recorded in the meeting minutes.

For a meeting that is convened by someone with the convening authority outside of the Board, the meeting should be chaired by such convening authority. One person should be selected to chair the meeting if there are more than two present.

The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at shareholder meetings.

Article 8. (The shareholders meeting shall be audio recorded or filmed and the files shall be archived) 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.

These recordings must be retained for at least one year. However, if a shareholder initiates litigation in accordance with Article 189 of the Company Act, the aforementioned materials shall be retained until the conclusion of the litigation.

For the shareholder meetings held by teleconferencing, the Company shall retain records of the shareholders' registration, login, check-in, questioning, voting and vote counting results, etc., and make continuous and uninterrupted audio and video recording of the entire meeting.

The above-mentioned materials and audio and video recordings shall be properly retained by the Company during the period of existence, and they shall be provided to those who are entrusted with handling teleconferencing tasks.

If the shareholders' meeting is to be held by teleconferencing, the Company should audio- and video-record the backend operation interface of the teleconferencing platform.

Article 9.

Attendance at the shareholders' meeting shall be calculated based on the number of shares held. The number of shares in attendance is counted based on the submitted attendance cards and the shareholding reported on the teleconferencing platform, plus the shares that exercise written or electronic voting rights. The chair is to call the meeting to order at the designated meeting time, and at the same time announce the number of non-voting rights and number of shares present and other relevant information. The chair is to call the meeting to order at the designated meeting time, but is to announce a postponement if the attending shareholders represent less than half of the total issued shares. The number of postponements is limited to two, totaling no more than 1 hour. The chair is to announce the meeting adjourned if still less than 1/3 of the total issued shares are present at the meeting after the second postponement. For a shareholder meeting held by teleconferencing, the Company shall announce the adjournment of the meeting on the teleconferencing platform.

If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. The tentative resolution may be sent to all shareholders to notify them of another shareholder meeting is to be held within one month. Shareholders who wish to attend the shareholder meeting which is to be held by teleconferencing shall register with the Company in accordance with Article 6. If the attending shareholders representing more than half of the total issued shares before the end of the meeting, the chair is to make a tentative resolution and re-submit it for a shareholder vote in accordance with Article 174 of the Company Act.

Article 10. (Discussion of motions)

The Board should set the agenda for the meetings that it convenes. The meeting should be carried out based on the agenda, and should not be changed without the resolution of the shareholders.

The regulations of the preceding paragraph may be applied to a meeting of shareholders convened by a party that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to the conclusion of deliberations on the agenda items set forth in the preceding two paragraphs (including extraordinary motions), except upon a resolution adopted at the shareholders meeting. If the chair adjourns the meeting in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairperson, with the approval of a majority of the voting rights represented by the attending shareholders, in accordance with statutory procedures, to continue the meeting.

The chair shall give sufficient explanation and opportunity to discuss the proposals and any amendments or extraordinary motions proposed by the shareholders, and when he/she is of the opinion that the motion is ready to be voted on, he/she may declare that the discussion closed and put proposals to vote.

Article 11. (Shareholders' statement)

Before speaking, the attending shareholders should first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the chair to determine the order of speaking.

The attending shareholders are considered to have offered no statement if they only provide the statement slips without speaking. In the event where the content of the statement is inconsistent with the speech note, the content of the statement should prevail.

Each shareholder shall not make more than two statements for the same proposal without the chairman's agreement, and each statement shall not exceed five minutes. If a shareholder's statement violates the rules or exceeds the scope of the issue, the chairman shall halt the statement.

When a present shareholder is making a statement, other shareholders shall not speak unless permitted by the chairperson and the speaking shareholder. Violators shall be halted by the chairperson.

Corporate shareholders who assign two or more legal representatives to attend the meeting may have only one person speak on a given motion.

After an attending shareholder speaks, the chairperson shall personally answer or designate a person to answer. For shareholder meetings held by teleconferencing, the shareholders who attend the meetings by

teleconferencing may raise their questions in writing on the teleconferencing platform after the chair announces the start of the meeting and before the chair announces the ending of the meeting. No more than two questions for the same motion should be allowed, and each question can have a maximum of 200 words. These do not apply to the requirements in Paragraph 1 to 5.

The abovementioned questions which do not violate the rules or do not exceed the scope of the motion should be disclosed on the teleconferencing platform as public knowledge.

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

Voting at shareholders' meeting shall be calculated based on shares.

The shares of the shareholders without voting rights are not counted in the total issued shares for the resolution of the meeting.

A shareholder who has a personal interest with the agenda of the meeting which may result in a conflict of interest with the Company shall not participate in the voting, nor shall he/she act on behalf of other shareholders to exercise the voting rights of other shareholders.

The number of shares held by shareholders who are not permitted to vote shall be excluded from total voting rights represented in the meeting.

Other than the trusts or securities agencies approved by the authorities, a person representing more than two shareholders as a proxy cannot represent shares exceeding three percent of the total voting shares. The exceeded voting rights will not be counted.

Article 13.

Every share represents one vote unless it is restricted or deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.

When the Company holds a shareholders meeting, shareholders may exercise their voting rights electronically and by correspondence. The methods for exercising voting rights by correspondence or electronic means shall be specified in the notice of the shareholders meeting. Shareholders who exercise their voting rights by correspondence or by electronic means shall be deemed to have attended the shareholders' meeting in person. However, shareholders will be deemed to have waived their voting rights with respect to any extraordinary motions and amendments to the original proposals raised at the meeting. Accordingly, it is advisable for the Company to refrain from submitting such motions and amendments.

Shareholders exercising voting rights by correspondence or electronic means shall deliver their declaration of intent to the Company at least two days before the shareholders' meeting. If there is a repetition of the declaration of intent, the declaration delivered first shall prevail. Except in the case when a declaration is made to cancel the earlier declaration of intent.

If a shareholder has exercised voting rights by correspondence or electronically but wishes to attend the shareholders meeting in person or via teleconference, the shareholder must revoke the prior voting declaration by the same method used to exercise the voting rights no later than two days before the meeting. If the revocation is made after the deadline, the vote exercised by correspondence or electronically shall prevail. If a shareholder exercises voting rights by correspondence or electronic means and also appoints a proxy to attend the shareholders' meeting, the voting rights exercised by the proxy at the meeting shall prevail. Unless otherwise provided in the Company Act or the Company's Articles of Incorporation, a proposal shall

be approved by a majority of the voting rights represented by shareholders attending the meeting. During the voting process, the chair or a designated person shall announce the total number of voting rights held by attending shareholders for each agenda item, after which voting shall proceed. On the same day of the meeting, the voting results, including the number of votes in favor, the number of votes against, and the number of abstentions for each agenda item, shall be submitted to the Market Observation Post System.

When there are amendments or substitute proposals for the same motion, the chair shall determine the voting order together with the original motion. If one of the motions is approved, the other motions shall be deemed rejected, and no further voting shall be conducted.

The monitoring and counting personnel for the voting should be assigned by the chair, and the monitoring personnel should have shareholder status.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting and made into record. After the chairperson announces the start of the meeting, the shareholders who participate in the meeting through teleconferencing shall conduct voting on various motions and elections through the teleconferencing platform, and must complete the voting before the chairperson announces the close of voting. Those who do not complete the voting before the announced ending time are considered to be in abstention.

For shareholders' meeting held by teleconferencing, the votes shall be counted once after the chair announces the close of voting, and the results of the voting and election will be announced. Cancellation of registration; those who cancel after the deadline can only attend the shareholders' meeting by teleconferencing.

Those who exercise their voting rights by correspondence or by electronic means without withdrawing their declaration of intent and participate in shareholder meetings by teleconferencing shall not exercise their voting rights on the original motion, propose amendments to the original motion or exercise their voting rights on the revision of the original motion, except for extraordinary motions.

For shareholder meetings also held by video-assisted methods, shareholders who have already registered to attend the meetings by teleconferencing in accordance with the provisions of Article 2 but wish to attend the physical meetings shall take the procedures same as the registration to cancel their registration at least two days before the meeting. Those who fail to cancel the registration on time can only attend the meetings by teleconferencing.

Article 14. (Election matters)

Shareholders' meetings that involve the election of directors shall proceed according to the Company's election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site.

All ballots used in the above election shall be sealed and signed by the ballot examiner, and held in proper custody for at least one year. However, if a shareholder initiates litigation in accordance with Article 189 of the Company Act, the aforementioned materials shall be retained until the conclusion of the litigation.

Article 15.

Minutes of the resolutions of the shareholders' meeting shall be prepared and signed or sealed by the chairperson, and distributed to each shareholder within twenty days after the meeting. The preparation and distribution of the minutes may be conducted electronically.

The distribution of the aforementioned resolutions can be entered into the Market Observation Post System to be publicly announced.

The minutes shall accurately record the year, month, day, location, name of the chairperson, voting method, a summary of the proceedings, and the voting results (including the weighted votes). In the case of elections for directors and supervisors, the number of votes received by each candidate shall also be disclosed. These records shall be kept permanently throughout the Company's existence. These records shall be kept permanently throughout the Company's existence.

The minutes of a shareholders' meeting held by teleconferencing should record the items mentioned in the preceding paragraph, the starting and ending time of the meeting, the convening method of the meeting, the name of the chair and the meeting minute taker; and the measures taken when the teleconferencing platform or the teleconference experiences natural disasters, incidents or force majeure.

The shareholders' meeting held by teleconferencing should follow the procedures mentioned in the preceding paragraph, and the meeting minutes should also specify the alternative measures taken for shareholders who may have difficulties joining the meeting by teleconferencing.

Article 16. (Public disclosure)

The number of shares owned by the solicitors, the entrusted proxies and shareholders attending the shareholder meeting in writing or electronically is compiled into a chart with a prescribed format on the meeting day and is disclosed clearly at the meeting venue. For shareholder meetings that are held by teleconferencing, the Company shall upload the above information to the teleconferencing platform at least 30 minutes before the start of the meeting, and shall keep them disclosed until the end of the meeting. When the shareholders' meeting held by teleconferencing commences, the number of voting rights of the attending shareholders is disclosed on the teleconferencing platform. The same applies to when the total number of shares of the shareholders in attendance and the number of voting rights in attendance are compiled again during the meeting.

The Company must disclose on MOPS in a timely manner any shareholder meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation (or Taipei Exchange).

Article 17. (Maintaining order at the meeting venue)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or armbands. The chairperson may direct proctors or security personnel to help maintain order at the meeting venue. The proctors or security personnel help maintaining order at the meeting place shall wear an armband or identification card bearing the word "Proctor."

For venues that are equipped with broadcasting equipment, the chairman shall halt any shareholder that make statements from equipment not allocated to the Company.

Shareholders in violation of the rules and disobeying correction by the chair to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel.

Article 18. (Recess and resumption)

The chair may announce a break time during the meeting at his/her discretion. The chair is to rule a meeting suspension due to force majeure when necessary and announce another time to resume the meeting as appropriate.

If the meeting venue is no longer available for use before all agenda issues of the shareholders meeting (including extraordinary motions) are addressed, the shareholders meeting shall determine another venue to resume the meeting.

The shareholders may decide to postpone or continue the meeting within five days in accordance with Article 182 of the Company Act.

Article 19.

For shareholder meetings that are held by teleconferencing, the Company immediately discloses the voting results of motions and election results to the teleconferencing platform of the shareholder meeting in accordance with the regulations, and keeps them disclosed for at least another 15 minutes after the chair announces the ending of the meeting.

Article 20.

Both the chairperson and the meeting minute keeper shall be at the same domestic location when holding teleconferencing shareholder meetings, and the chair should announce the address of the place at the beginning of the meeting.

Article 21.

For shareholder meetings that are held by teleconferencing, the Company shall provide shareholders with a simple connection test before the meeting, and provide relevant services before and during the meeting to resolve technical communication problems.

For shareholders' meetings that are held by teleconferencing, the chair should announce at the start of the meeting that except when there is no need to postpone or continue the meeting in accordance with Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The provisions of Article 182 of the Company Act are not applicable if the video conferencing platform itself or participation in the video conference is obstructed due to natural disasters, incidents or other force majeure events, and lasts for more than 30 minutes, and the date to which the meeting shall be postponed or continued is within five days.

In the event of a meeting postponement or resumption in the preceding paragraph, shareholders who have not registered to participate in the shareholder meeting by teleconferencing shall not participate in the postponed or resumption of the meeting.

In accordance with the provisions of Paragraph 2 for meeting postponement and resumption, shareholders who have registered and completed the check-in to the original meeting by teleconferencing, but do not participate in the postponed or resumed meeting, shall have their shares and all those presented at the original shareholder meeting included in the total number of share for voting rights and election rights already exercised and for those voting rights and election rights of the postponed or resumed meeting. For the shareholder meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss or resolve the motions for which voting and counting of votes has been completed and the voting results and the election of directors and supervisors have been announced. If the teleconference shareholders' meeting cannot resume as described in Paragraph 2, and the total number of shares represented in attendance still meet the statutory quorum for the convening of the meeting after subtracting the number of shares that attended the meeting by teleconferencing, the meeting should still continue without needing a postponement or resumption in accordance with Paragraph 2.

In the event of a meeting resumed as described in the preceding paragraph, for shareholders who originally attended the shareholder meeting by teleconferencing, their shares are counted in the total of shares deemed to be attending the meeting, but they are considered to be abstaining from all motions presented in the meeting. If the Company postpones or resumes the meeting according to the provisions of Paragraph 2, the relevant preparation should be conducted based on the date of the original shareholder meeting in accordance with Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

In accordance with the period specified by the 2nd half of Article 12 and Paragraph 3, Article 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15 and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of the shareholders' meeting in accordance with the provisions of Paragraph 2.

Article 22.

Alternative measures should be taken for shareholders who may have difficulties joining the meeting by teleconferencing.

Article 23.

These Rules are to be announced and implemented after being approved by the shareholders' meeting, and likewise for the revision.

Appendix III

Impact of Stock Dividends on the Company's Operating Performance, Earnings Per Share and Return on Shareholders Equity

Item	Year		2024
			(Estimate)
Opening paid-In capital			6,249,099,750
Stock and Cash Dividends for	Cash dividend per share (NT\$)		1.0
the Year	Capitalization of profits to issue new stock (Share)		0.3000001
	Number of shares issued due to capitalization of capital surplus (shares)		0.0999999
Change in business	Operating profit (NT\$)		Not applicable
performance:	Year-on-year % increase (decrease) in operation profits		(Note)
	Net income after tax (NT\$)
	Year-on-year % increase (decrease) in net income after taxes
	Earnings per share (NT\$)
	Year-on-year % increase (decrease) in earnings per share
	Annual average return on investment (reciprocal of annual average P/E ratio)
Pro forma earnings per share	Capitalization of profits is	Pro forma earnings per share	Not applicable
and P/E	distributed in cash dividends	(NT\$)	(Note)
		Pro forma annual average
		return on investment
	Without capitalization of capital	Pro forma earnings per share
	surplus	(NT\$)
		Pro forma annual average
		return on investment
	Without capitalization of capital	Pro forma earnings per share
	surplus and the capitalization of	(NT\$)
	profits is distributed in cash	Pro forma annual average
	dividends	return on investment

Note: Not applicable as the Company does not released the 2024 financial forecast information.

JSL Construction & Development Co., Ltd. Directors' Shareholding Position

Directors' Shareholding Position ※Base date (book-closure date of the annual shareholders' meeting): May 2, 2025

Job title	Name	Number of shares held
Chairman	Chu Yuan Industrial Co., Ltd. Representative – Wen-Yu Chu	116,969,842
Director	Jaysanlyn Advertising Co., Ltd.	106,788,798
	Representative – Ying-Chu Chang
Director	Fengyun Advertising Co., Ltd.	118,046,669
	Representative – Ching-Tsai
	Chang
Director	Yangshanlin Advertising Co., Ltd.	106,882,516
	Representative – Yi Chu
Independent	Hsiang-Chi Hu	0
Director
Independent	Ju-Chun Tsai	1,000
Director
Independent	Chih-Hung Chang	0
Director
Independent	Yu-Fu Kuo	0
Director
	Overall Directors' Shareholding Position	448,688,825

Remarks:

1. As of the base date, the Company has issued a total of 674,909,975 of ordinary shares.
1. The legal minimum number of shares of all Board members: 21,597,119 shares. As of the base date, the total number of shares held by all shareholders is 448,688,825 shares, which complies with Article 26 of the Securities and Exchange Act.

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JSL — AGM Information 2025

52149_rns_2025-10-01_9f52bc5c-0baf-45e1-9e09-deaeab1ea71f.pdf

JSL Construction & Development Co., Ltd. Meeting Agenda for 2025 Annual Shareholders' Meeting

Three. Matters for Report

Motion 4.

Motion 5.

Motion 6.

Motion 7.

Four. Ratification Matters

Five. Discussions

Six. Other Business

Seven. Extraordinary Motions

Eight. Adjournment

JSL Construction & Development Co., Ltd.

2024 Business Report

(II) Budget execution

JSL Construction & Development Co., Ltd. Audit Committee Report

Attachemnt III

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter:

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

Auditors' Responsibilities for the Audit of the Financial Statements

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Statements of Comprehensive Income For the years ended December 31, 2024 and 2023

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Statements of Cash Flows For the years ended December 31, 2024 and 2023

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Description of key audit matter:

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

Notes to Readers

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows (CONT'D) For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

JSL Construction & Development Co., Ltd.

JSL Construction & Development Co., Ltd.

Articles of Incorporation

Chapter I. General Provisions

Chapter III. Shareholders' Meeting

Chapter IV. Director

Chapter VI. Accounting

Chapter VII.Supplementary Articles

JSL Construction & Development Co., Ltd. Rules of Procedure of Shareholders' Meetings

Article 1.

Article 2.

Article 3. (Convening shareholder meetings and shareholder meeting notices)

Article 4.

Article 5. (Principles determining the time and place of a shareholder meeting)

Article 6-1.

Article 7. (Chairperson of the shareholders' meeting and observers)

Article 9.

Article 10. (Discussion of motions)

Article 11. (Shareholders' statement)

Article 13.

Article 14. (Election matters)

Article 15.

Article 16. (Public disclosure)

Article 17. (Maintaining order at the meeting venue)

Article 18. (Recess and resumption)

Article 19.

Article 20.

Article 21.

Article 23.

Impact of Stock Dividends on the Company's Operating Performance, Earnings Per Share and Return on Shareholders Equity

JSL Construction & Development Co., Ltd. Directors' Shareholding Position

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JSL AGM Information 2025