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KHC AGM Information 2026

May 14, 2026

51940_rns_2026-05-14_e6c0d689-a6ab-4009-bbda-493b3ec80eb0.pdf

AGM Information

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Stock Code: 2008

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Kao Hsing Chang Iron & Steel Corp.

2026 Annual Shareholders’ Meeting

Meeting Agenda

Time: 9:00 a.m., June 17, 2026 (Wednesday)

Location: No. 318, Zhonghua 1st Rd., Gushan Dist., Kaohsiung City (The Company)

Method: in-person

TEL: (07) 555 - 6111 (Representative)


Page

Table of Contents

One. Meeting Procedures 1

Two. Meeting Agenda 2
I. Matters to be reported 4
II. Matters to be ratified 18
III. Matters for Discussion 32
IV. Extemporary motions 41

Three. Appendix
I. The Company's Articles of Incorporation 43
II. Rules of Procedure for Shareholders' Meetings 50
III. Shareholdings of Directors 59
IV. Other Matters for Explanation 61


Kao Hsing Chang Iron & Steel Corp. Procedures for the 2026 Annual Shareholders’ Meeting

I. Call the Meeting to Order
II. Chairman’s Remarks
III. Matters to be reported
IV. Matters to be ratified
V. Matters to be discussed
VI. Extemporary motions
VII. Adjournment

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Kao Hsing Chang Iron & Steel Corp.
Agenda of the 2026 Annual Shareholders’ Meeting

I. Time: 9am on June 17, 2026 (Wednesday)
Location: No. 318, Zhonghua 1st Road, Kaohsiung City (The Company)
Method: in person
Attendance: all shareholders and representatives

II. Chair: Address from Chairman Lu Tai-Rong

III. Matters to be reported:
1. The Company’s 2025 Business Report 4
2. Audit Committee Audit Report 11
3. Report on Distribution of Employee Compensation and Director Remuneration for 2025 12
4. Report on Director Remuneration for 2025 14

IV. Matters to be ratified:
Proposal 1: Ratification of the Company’s 2025 Business Report and Financial Statements 18
Proposal 2: Ratification of the Distribution of 2025 Earnings 30

V. Matters to be discussed:
Proposal 1: Amendment to the Company’s “Rules of Procedure for Shareholders’ Meetings” 32

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VI. Extemporary motions:

VII. Adjournment.

  • 3 -

III. Matters to be reported

Matters to be reported 1.:

2025 Business Report

Steel market orders, both domestic and for export, remained strong in 2025. However, beginning in June, the imposition of a 50% US steel and aluminum tariff, coupled with policy uncertainty, brought export orders to a near standstill in the second half of the year. Since 2025, global economic growth has slowed due to a volatile international situation, including rising trade protectionism, ongoing geopolitical conflicts, fluctuating NT$ exchange rates, and the inconsistent "reciprocal tariffs" and trade policies of the United States. This has also delayed the recovery of the steel market. With the global trade landscape undergoing significant restructuring, market uncertainty has increased, and the steel industry continues to face substantial challenges.

In terms of steel pipe sales, the market condition and demand in 2025 were weaker than those in 2024; however, the total sales of steel pipes of the Company in 2025 were 42,095 metric tons, representing an increase of 30% from 32,138 metric tons in last year. For the export sales of API pipes, as the international oil price continued to hover at a low point, the number of oil wells decreased, and we faced tariff-free price competition in South Korea. In 2025, the total volume of export sales of steel pipes was 8,283 metric tons, representing a slight decrease of 190% from 2,851 metric tons in 2024. Regarding domestic sales, the order-taking conditions for galvanized steel pipes, our main products, remained favorable under the continuous orders for expansion constructions of electronic companies and the poor domestic demand for steel pipes. The total sales of steel pipes for domestic sales were 33,812 metric tons, representing a slight increase of 15% from 29,288 metric tons last year.

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One. The Company's 2025 business overview is reported as follows:

I. Implementation of business plan:

The 2025 production was 44,404 metric tons, down by 37% from 32,476 metric tons in 2024. The 2025 sales volume was 48,203 metric tons, a 37% increase from 35,292 metric tons in 2024.

The 2025 revenue totaled NT$2,216,055 thousand, up 25% from NT$1,550,624 thousand in 2024. Operating income was NT$1,550,624 thousand, an increase of 43%. Net income reached NT$112,184 thousand, translating to an earnings per share of NT$0.56. Details are as follows:

  1. Production volume and value in the last two years:

Production volume: tons Production value: NT\$thousand

| Year
Volume
Value
Product | 2025 | | 2024 | |
| --- | --- | --- | --- | --- |
| | Production volume | Production value | Production volume | Production value |
| Steel pipe | 44,016 | 1,240,792 | 32,121 | 1,014,216 |
| Others | 388 | 26,969 | 355 | 23,941 |
| Total | 44,404 | 1,267,761 | 32,476 | 1,038,157 |

  1. Sales volume and value in the last two years:

Sales volume: tons Sales value: NT\$thousand

| Year
Volume
Value
Product | 2025 | | 2024 | |
| --- | --- | --- | --- | --- |
| | Sales volume | Sales value | Sales volume | Sales value |
| Steel pipe | 42,095 | 1,661,001 | 32,138 | 1,333,580 |
| Circulating steel products | 5,789 | 92,642 | 2,740 | 56,448 |
| Others | 319 | 64,854 | 414 | 68,339 |
| Total | 48,203 | 1,818,497 | 35,292 | 1,458,367 |


II. Analysis of revenues, expenses, and profitability:

  1. Comprehensive income statement for the last two years:

Unit: NTD Thousand

Item 2025 % 2024 %
Revenue 1,818,497 100 1,458,367 100
Operating costs 1,513,022 83 1,237,533 85
Operating margin (loss) 305,475 17 220,834 15
Selling expenses 61,866 3 37,969 3
Management expenses 82,032 5 82,291 6
Net operating loss 161,577 9 100,574 6
Non-operating income and expense (24,728) (2) (30,978) (2)
Profit (loss) before tax 136,849 7 69,596 5
Income tax income (expense) (6,827) (20,866)
Net profit (loss) for the period 130,022 7 48,370 3
  1. Net income after tax in 2025 was NT$130,022 thousand, with earnings per share of NT$0.68.

III. Research and development status:

The Company constantly endeavors to renew steel pipe equipment by focusing on production efficiency improvement, energy conservation, pollution control and occupational safety enhancement, in order to achieve better product quality and work environment. In 2025, old equipment for galvanizing and tube manufacturing processes was replaced, and updates and improvements continued for new galvanizing facilities, the tube forming section, and the API small and medium-sized tube forming section, along with other related equipment.

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IV. Impact of external competitive environment, regulatory environment, and overall business environment:

  1. The Russia-Ukraine war is showing signs of a ceasefire, which will help facilitate the circulation of steel products and stabilize prices. The Russo-Ukrainian War has been ongoing for four years. A gradual move towards a ceasefire is expected to stimulate global raw material supply as reconstruction efforts begin, and could also ease pressure on steel prices.

  2. The IMF forecasts that the global economy will grow by 3.3% in 2026 and 3.2% in 2027, representing a slight upward revision from the October 2025 forecast. Technological investments, fiscal and monetary support, easy financial conditions, and the private sector’s adaptability have offset the negative effects of changes in trade policies. Global inflation is expected to decline, but US inflation has been slower to return to its target level. The main downside risks include a reassessment of technology expectations and an escalation of geopolitical tensions.

  3. Under strong promotion by the Chinese government, downstream industries such as electric vehicles, solar energy, and wind power may drive demand for upstream steel products. Military spending by NATO and European countries has been steadily increasing, and this trend is expected to boost demand for structural steel and infrastructure steel. Driven by continued strong demand for AI server infrastructure, industrial land and factory construction have grown.

  4. China’s annual crude steel production has long remained at approximately 1 billion metric tons. The prolonged downturn in the real estate market and sluggish domestic demand have resulted in a continuing decline in steel demand. Despite this, steel production has remained high, forcing mills to increase exports and aggressively pursue overseas markets with lower-priced steel, creating significant pressure on the steel industries in Europe and Asia.

  5. 7 -


  1. According to the latest forecast by the World Steel Association, global steel demand will reach 1.772 billion metric tons in 2026, representing a year-on-year growth rate of 1.3%, an increase of approximately 23.3 million metric tons. The market interprets this as a moderate rebound following a bottom. The primary driver for the recovery in steel demand is strong growth in India, ASEAN, and the Middle East, contributing to an estimated 3%–7% increase. Large-scale infrastructure projects, foreign direct investment, and favorable demographics are supporting rapid growth in steel demand, making this region the market with the greatest potential moving forward.

  2. Trump’s announcement of reciprocal tariffs on various countries has triggered disruptions in the global economic and trade order, and steel demand has also been affected. The doubling of tariffs on steel and aluminum products to 50% added to existing pressures. The outbreak of the Iraq War further broadened the impact, both factors introducing significant uncertainty into the steel market’s future development.

  3. The “triple carbon” challenges of carbon pricing, carbon tariffs, and carbon neutrality remain significant. Facing known carbon costs, these will be passed on to distributors and reflected in product pricing. The mandatory implementation of carbon pricing starting in 2026 means carbon reduction is no longer simply a matter of corporate social responsibility, but directly impacts operational cost control—a key factor in business viability. Companies need to proactively plan for carbon reduction and transform carbon fees into an opportunity to build green competitiveness.

  4. 8 -


Two. Summary of the 2026 Business Plan:

Since 2025, the steel market has not shown significant improvement, even with the arrival of the traditional peak season in the fourth quarter. Steel consumption in Europe continues to decline, and the outlook for the Asian market remains pessimistic. China's overcapacity issue persists, and export-oriented steel mills in Southeast Asia are facing intense price competition and elevated inventory levels. Overall, the global steel supply has not contracted significantly, and the pattern of oversupply is unlikely to reverse in the short term. The primary reason remains weak demand.

Looking ahead to 2026, the market outlook is not optimistic. This is due to the significant impact of China's import restrictions and steel export restrictions on over 300 products, as well as the imposition of high tariffs by the United States under Section 232, and the reciprocal steel and aluminum tariffs. At present, the cost pressure of steelmakers is still high. In addition to supporting steel prices to a certain extent, steelmakers in various countries have started to reduce production. As the "carbon neutrality" goals continue to be promoted in various countries, the global steel supply and demand will gradually improve, which is favorable for the steel market to recover. It is expected that the steel price will rise with support.

In Taiwan, slower-than-expected progress on domestic construction projects and delays in new plant construction led to flat sales of steel structures, steel pipes, screw wires, and coated products. Export markets continue to face challenges from high tariffs under the U.S. Section 232 and the 50% reciprocal steel and aluminum tariffs, and export order intake is assessed to remain not optimistic. For the domestic sales of steel pipes, despite the construction postponement of private construction companies, large-scale technology companies actively expand the production capacity of advanced procedures and high-end packaging. The continuous expansion of

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capital expenditures and the promotion of material domestic constructions bring about the continuous increase in the domestic demand for galvanized steel pipes. Therefore, with the weakened domestic demand for steel pipes, the order-taking status for domestic sales of steel pipes remained favorable, and it is expected that the demand will increase in 2026 as compared to 2025 due to the stable orders of electronic companies and the steadiness of the steel price.

Chairman:
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Manager:
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Accounting Supervisor:
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Matters to be reported 2.:

Audit Report of the Audit Committee

The Board of Directors has prepared the Company’s 2025 Business Report, financial statements, and proposal for earnings distribution. The financial statements have been audited by KPMG Taiwan and an audit report has been issued.

The Audit Committee has reviewed the above-mentioned business report, financial statements, and earnings appropriation proposal without identifying any non-conformity. These reports are thus presented in accordance with the Securities and Exchange Act and the Company Act.

Kind regards

The Company’s 2026 Annual Shareholders’ Meeting

Kao Hsing Chang Iron & Steel Corp.

Convener of Audit Committee: img-4.jpeg

March 6, 2026


Matters to be reported 3.:

Report on Distribution of Employee Compensation and Director Remuneration for 2025

I. In accordance with the Ministry of Economic Affairs' Official Letter MOEA-Business No. 10402427800 dated October 15, 2015
A TWSE/TPEx listed company with an Audit Committee in place shall have its Audit Committee propose the distribution of remuneration to employees, directors and supervisors and submit the proposal to the Board of Directors for resolution.

II. Article 26 of the Company's Articles of Incorporation
The Company operates in a mature industry. The residual dividend policy is adopted to accommodate operational needs and maximize shareholders' equity. If the Company generates a profit in a given year, no less than 0.5% shall be allocated as employee compensation and no more than 5% as director remuneration; in addition, no less than 0.1% shall be allocated as compensation to grassroots employees. However, if the Company has accumulated losses, such losses shall first be offset before calculating employee and director remuneration.

III. This matter has been approved by the Company's 4th meeting of the 6th Remuneration Committee and the 10th meeting of the 22nd Board of Directors. Employee compensation for 2025 in the amount of NT$759,500 and grassroots employee compensation in the amount of NT$141,050 will be distributed in cash, and no director remuneration will be distributed.

IV. Employee compensation and grassroots employee compensation accounted for 0.5514% and 0.1024%, respectively, of the 2025 profit before tax before deduction of employee and director remuneration, in compliance with the Company's Articles of Incorporation.

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Unit: NTD

Item Amount
Profit before tax in 2025 before deduction of employee and director remuneration $ 137,749,685
Less:
Employee remuneration (759,500)
Employee remuneration (141,050)
Director's remuneration -
Profit before tax $ 136,849,135
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Matters to be reported 4.:

Report on Director Remuneration for 2025

I. Pursuant to Article 10-1 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” a TWSE/TPEx listed company is advised to report at the annual shareholders’ meeting the remuneration received by directors, including remuneration policies, the content and amounts of individual remuneration, and their linkage to performance evaluation results.

II. The Company’s remuneration policy, system, standards, and structure for directors and independent directors, as well as the correlation between remuneration amounts and factors such as duties assumed, risks borne, and time committed, are described as follows:

  1. Pursuant to Article 21 of the Company’s Articles of Incorporation: the Company may provide transportation allowances to directors, remuneration to independent directors, and remuneration to directors for performing their duties. The Board of Directors is authorized to determine such remuneration based on the extent of each director’s participation in the Company’s operations and the value of their contributions, with reference to industry peers and listed companies.

(1) Each director is entitled to a monthly transportation allowance of NT$20,000, and each independent director is entitled to a monthly transportation allowance of NT$30,000; an attendance fee of NT$10,000 per person per meeting shall be paid for attending Board meetings.

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(2) Directors and independent directors serving as members of the Company’s functional committees may receive additional fixed monthly remuneration for committee service and shall receive a transportation allowance of NT$5,000 per meeting based on actual attendance.

  1. Resolution of the 1995 Annual Shareholders’ Meeting: for the Company’s resident executive directors and supervisors, monthly salaries for each individual shall be capped at NT$280,000, with authorization granted to the Board of Directors to resolve accordingly.

  2. Pursuant to Article 26 of the Company’s Articles of Incorporation, an amount not exceeding 5% of the current year’s profit may be appropriated as directors’ remuneration for the year, and shall be distributed based on each director’s performance evaluation results for the year. “No” issuance to employee and director remuneration in this 2025. Independent directors receive a monthly remuneration and do not participate in the distribution of earnings.

III. Individual remuneration of the Company’s directors for 2025: (see below).

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Remuneration to directors and independent directors of 2025

Unit: NTD thousand

Title Name Directors' compensation Sum of A+B+C+D and ratio to net income (%) Remuneration from concurrently serving as employee Ratio of the total amount of A, B, C, D, E, F, and G vs. net profit (loss) after tax Remuneration received from investee companies outside of subsidiaries
Compensation (A) Retirement pension (B) Director's remuneration (C) Business execution expenses (D) Salary and bonus Salary, bonuses, and special expenses (E) Retirement pension (F) Employee remuneration (G)
The Company All companies in the financial reports The Company All companies in the financial reports The Company All companies in the financial reports The Company All companies in the financial reports The Company All companies in the financial reports The Company (Note 2) All companies in the financial reports (Note 2) The Company All companies in the financial reports The Company Cash amount Stock amount Cash amount Stock amount The Company All companies in the financial reports
Chairman Lu Tai Rong - - - - - - 300 300 4,518 3.4748% 4,518 3.4748% - - - - - - - - 11,053 8.5005% 11,053 8.5005% 40
Director Pro Imp'ex Company Limited Sheng Lu Rong Feng - - - - - - 300 300 - - - - - - - - None
Director Huda Investment Co., Ltd. Huang Li-Chun - - - - - - 900 900 - - - - - - - - None
Director You Chang Co., Ltd. Wu Hsien-Ming - - - - - - 300 300 - - - - - - - - None
Director You Chang Co., Ltd. Lu Wei-Cheng - - - - - - 300 300 - - - - - - - - None
Director Pro Imp'ex Company Limited Sheng Lu An De - - - - - - 300 300 - - - - - - - - None
Independent Director Lin Hsien-Lang 318 318 - - - - 420 420 - - - - - - - - - - None
Independent Director Chen Chi-Hsiung 270 270 - - - - 420 420 - - - - - - - - - - None
Independent Director Wang Yi-Chen 270 270 - - - - 420 420 - - - - - - - - - - None

Note 1. The Company provides automobiles for use by management personnel. As of 2025, the net carrying amount of such automobile equipment was NT$8,376,222 (cost of NT$24,294,900 less accumulated depreciation of NT$15,918,678). In addition, the Chairman of the Board is equipped with a driver, and salaries of drivers shall be the same as those of employees.

  1. The Company’s parent company only financial statements are not applicable for 2025; net income after tax for 2025 was NT$130,022 thousand.

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IV. Matters to be ratified:

Proposal 1 (Proposed by the Board)

Subject: Ratification of the Company’s 2025 Business Report and Financial Statements.

Explanation:

I. The Company’s 2025 financial statements (balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flows) have been audited by CPAs Hsu Chen-Lung and Chen Yung-Hsiang of KPMG Taiwan, reviewed by the Audit Committee, and approved by the Board of Directors. Business report (please refer to Matters to be reported 1.). Please kindly ratify the above.

II. The Company’s 2025 financial statements (details as follows).

Resolution:

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Audit report for financial statements of Kao Hsing Chang Iron & Steel Corp.

The Board of Kao Hsing Chang Iron & Steel Corp.,

Audit opinion

We have duly audited the balance sheet of Kao Hsing Chang Iron & Steel Corp. as of December 31, 2025 and 2024, and the comprehensive income statement, statement of changes in equity and cash flow statement from January 1 to December 31, 2025 and 2024 as well as notes to the individual financial statements (including the summary of significant accounting policies).

In our opinion, the above parent company only financial statements have been prepared, in all material respects, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, Interpretations, and Interpretation Announcements endorsed and issued into effect by the Financial Supervisory Commission, and present fairly the financial position of Kao Hsing Chang Iron & Steel Corp. as of December 31, 2025 and 2024, and its financial performance and cash flows for the years from January 1 to December 31, 2025 and 2024.

Basis of Audit Opinion

We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards. Our responsibility under these standards will be further explained in the section of our responsibility in reviewing the individual financial statements. The personnel subject to the independence norms of the firm affiliated with these accountants have maintained detachment and independence from Kao Hsing Chang Iron & Steel Corp. in accordance with accountant professional ethics norms, and have performed other responsibilities of the norms. The accountant believes that sufficient and appropriate audit evidence has been obtained to serve as the basis for expressing an audit opinion.

Key audit items

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of Kao Hsing Chang Iron & Steel Corp. for 2025. These items have been considered in the process of examining the individual financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on these items individually. The accountants judge that the key audit items that should be communicated in the audit report are as follows:

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Inventory valuation

For accounting policies related to inventory evaluation, please refer to Note 4 (7) to the individual financial report on inventory; please refer to Note 5 of the individual financial report for accounting estimates and uncertainties in inventory evaluation and assumptions; please refer to Note 6 (5) to the individual financial report for the disclosure of inventory evaluation.

Explanation of key audit items:

The main inventory of Kao Hsing Chang Iron & Steel Corp. is various steel pipes and hot-rolled steel coils, measured at the lower of cost and net realizable value. Due to the impact of changes in raw material prices on the global steel market, the sales demand and prices of related products may fluctuate dramatically in a competitive and changing environment. The estimated net realizable value of inventory depends on the subjective judgment of the management of Kao Hsing Chang Iron & Steel Corp. Therefore, there is a risk that the net realizable value of inventory may be lower than the cost, which is a matter of high concern for us in conducting the financial statement audit.

Corresponding audit procedures:

In terms of inventory valuation, we conducted a physical stock take at the end of the year to examine the state of inventory carried on hand, reviewed the inventory aging report, and analyzed inventory turnover rates and aging changes to determine the rationality of valuation allowances that Kao Hsing Chang Iron & Steel Corp. had provided on inventory. Given that the management of Kao Hsing Chang Iron & Steel Corp. had adopted the net realizable value approach, we also checked selling prices and analyzed the percentage of selling expenses shown on sales orders to establish rationality in the pricing and expense of sales. For slow-moving inventory items, we examined the levels of devaluation loss provided in previous periods to determine whether the management of Kao Hsing Chang Iron & Steel Corp. had made adequate valuation allowance on inventory. We also evaluated the appropriateness of the items disclosed by Kao Hsing Chang Iron & Steel Corp.

Responsibility of the Management and the Governance Unit to the Individual Financial Report

The responsibility of the management is to properly prepare the individual financial report in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards,

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Interpretations and Interpretation Announcements recognized and released by the Financial Supervisory Commission, and maintain essential internal controls related to the preparation of the individual financial report to ensure that there are no significant discrepancies in the individual financial report due to frauds or errors.

When preparing individual financial statements, the management's responsibilities also include evaluating Kao Hsing Chang Iron & Steel Corp.'s ability to continue operations and disclose related matters, and the adoption of the accounting foundation for continuing operations, unless management intends to liquidate Kao Hsing Chang Iron & Steel Corp. or cease operations, or there are no other practical solutions except for liquidation or suspension of business.

The governance units of Kao Hsing Chang Iron & Steel Corp. (including the Audit Committee) are responsible for supervising the financial reporting process.

Our Responsibility in Auditing the Individual Financial Report

The purpose of our audit of the individual financial report is to obtain reasonable assurance as to whether the overall individual financial report is free from material misrepresentations due to frauds or errors, and to issue an audit report accordingly. Reasonable assurance means a high degree of assurance. However, an audit performed in accordance with the Generally Accepted Auditing Standards does not provide assurance that material misrepresentations in the individual financial report can be detected. Misrepresentations may be the results of frauds or errors. If the individual amounts or aggregated figures that are misrepresented are reasonably expected to affect the economic decisions made by individual financial report users, they are considered to be material.

When conducting our audit in accordance with Generally Accepted Auditing Standards, we exercised our professional judgment and maintained our professional skepticism. We also performed the following tasks:

  1. Identified and assessed risks of material misstatement due to fraud or error; designed and executed appropriate response measures for the identified risks; and obtained adequate and appropriate audit evidence to support audit opinions. Because fraud may involve collusion, forgery, deliberate omission, false statement or violation of internal control, the risk of not detecting a major false expression caused by fraud is higher than that caused by error.
  2. Developed relevant understanding of internal control for the audit in order to design audit procedures that are appropriate for the given circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Kao Hsing Chang Iron &

  3. 21 -


Steel Corp.

  1. Assessed the appropriateness of accounting policies adopted by the management, and the rationality of accounting estimates and related disclosures made.

  2. Formed conclusions regarding the appropriateness of management's decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of Kao Hsing Chang Iron & Steel Corp. to operate as a going concern, based on the audit evidence obtained. If the accountant believes that there are significant uncertainties in these events or circumstances, he must remind the users of individual financial reports in the audit report to pay attention to the relevant disclosures in the individual financial reports, or amend the audit opinions when such disclosures are inappropriate. The accountant's conclusion is based on the audit evidence obtained as of the date of the audit report. However, future events or circumstances may cause Kao Hsing Chang Iron & Steel Corp. to no longer have the ability to continue operations.

  3. Assessed the overall presentation, structure and contents of the financial statements (including related footnotes), and whether transactions and events are presented appropriately in the financial statements.

  4. Obtained sufficient and appropriate audit evidence on the financial information of equity-accounted investments, and expressed opinions on financial statements. The accountant is responsible for the guidance, supervision and execution of audit cases, and is responsible for forming audit opinions for Kao Hsing Chang Iron & Steel Corp.

The matters communicated between the auditor and those charged with governance include the planned scope and timing of the audit and significant audit findings (including significant deficiencies in internal control identified during the audit).

The accountant also provides the governance unit with a statement that the personnel of the accounting firm's affiliated firm subject to independence regulations have complied with the independence of the accountant's professional ethics and communicates with the governance unit all relationships that may be considered to affect the independence of the accountant and other matters (including related protective measures).

From the matters communicated with those charged with governance, we determined the key audit matters for the audit of the parent company only financial statements of Kao Hsing Chang Iron & Steel Corp. for 2025. We identified such matters in our audit report, except for those that are

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not permitted by law to be disclosed publicly or, in the rarest of circumstances where we decided not to communicate those matters in our audit report, because the negative effect of such communication could be reasonably expected to outweigh the public interest that would be served.

KPMG Taiwan

針飯陀

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Accountants

康永洋

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Securities Competent Authority: Jin-Guan-Zheng-Liu-Zi No. 0960069825

Approved certification number: Jin-Guan-Zheng-Shen-Zi No. 1110338100

March 6, 2026

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Kao Hsing Chang Iron & Steel Corp.

Balance Sheet
December 31, 2025 and 2024

Unit: NTD Thousand

Assets December 31, 2025 December 31, 2024
Amount % Amount %
Current assets:
1100 Cash and cash equivalents (Note 6(1)) $ 262,448 3 315,406 4
1120 Financial assets at fair value through other comprehensive income – current (Note 6(2)) 1,267,124 16 1,147,178 15
1151 Bills receivable (Note 6(3) and (20)) 851 - 312 -
1170 Net accounts receivable (Notes 6(3) and (20) and 7) 116,593 1 103,155 1
1200 Other receivables (Notes 6(4) and 7) 25,044 - 2,074 -
1220 Current tax assets 171 - 257 -
130X Inventories (Note 6(5)) 601,358 8 602,758 8
1479 Other current assets – other (Note 6(6)) 27,742 - 22,913 -
Total current assets 2,301,331 28 2,194,053 28
Non-current assets:
1517 Financial assets at fair value through other comprehensive income – non-current (Notes 6(2) and 7) 1,311,811 16 1,309,883 17
1550 Investments accounted for using the equity method (Notes 6(7) and 7) 1,110,747 13 826,156 10
1600 Property, plant and equipment (Notes 6(8) and 8) 1,462,664 18 1,493,270 19
1755 Right-of-use assets (Notes 6(9) and 7) 12,306 - - -
1760 Investment property, net (Notes 6(10), 7 and 8) 2,024,411 25 2,021,901 26
1920 Refundable deposits (Notes 6(4) and 7) 4,576 - 4,717 -
1975 Net defined benefit assets – non-current (Note 6(16)) 6,536 - 14,492 -
Total non-current assets 5,933,051 72 5,670,419 72
Total assets $ 8,234,382 100 7,864,472 100

Chairman: img-7.jpeg

Manager: img-8.jpeg

Accounting Supervisor: img-9.jpeg

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Kao Hsing Chang Iron & Steel Corp.

Balance Sheet (continued)
December 31, 2025 and 2024

Unit: NTD Thousand

Liabilities and equity 2025.12.31 December 31, 2024
Amount % Amount %
Current liabilities:
2100 Short-term borrowings (Notes 6(11) and 8) $ 1,648,008 20 1,777,904 23
2151 Notes payable 18,710 - 18,366 -
2152 Other notes payable 9,701 - 10,996 -
2170 Accounts payable 48,161 1 30,506 1
2200 Other accounts payable 88,395 1 84,930 1
2230 Current tax liabilities 7,748 - 20,749 -
2280 Lease liabilities – current (Notes 6(14) and 7) 2,993 - - -
2300 Other current liabilities (Note 6(12)) 421 - 842 -
2320 Current portion of long-term liabilities (Notes 6(13) and 8) 80,143 1 65,885 1
Total current liabilities 1,904,280 23 2,010,178 26
Non-current liabilities:
2540 Long-term borrowings (Notes 6(13) and 8) 2,379,357 29 2,110,725 27
2570 Deferred income tax liabilities (Note 6(17)) 196,160 3 196,160 2
2580 Lease liabilities – non-current (Notes 6(14) and 7) 9,475 - - -
2645 Refundable deposits received (Note 7) 5,000 - 5,000 -
Total non-current liabilities 2,589,992 32 2,311,885 29
Total liabilities 4,494,272 55 4,322,063 55
Equity (Note 6 (17)):
3100 Share capital 1,908,523 23 1,908,523 24
3300 Retained earnings:
3310 Statutory reserve 252,354 3 233,730 3
3350 Unappropriated retained earnings 1,084,942 13 971,925 12
1,337,296 16 1,205,655 15
3400 Other equity interest 494,291 6 428,231 6
Total equity 3,740,110 45 3,542,409 45
Total liabilities and equity $ 8,234,382 100 7,864,472 100

Chairman: img-10.jpeg
Manager: img-11.jpeg
Accounting Supervisor: img-12.jpeg


Kao Hsing Chang Iron & Steel Corp.

Statements of Comprehensive Income

January 1 to December 31, 2025 and 2024

Unit: NTD Thousand

2025 2024
Amount % Amount %
4000 Operating revenue (Notes 6 (14) and 7) $ 1,818,497 100 1,458,367 100
5000 Operating costs (Notes 6 (5) (14) (15), 7 and 12) 1,513,022 83 1,237,533 85
5900 Operating margin 305,475 17 220,834 15
6000 Operating expenses (Notes 6(18) and (23), 7 and 12):
6100 Selling expenses 61,866 3 37,969 3
6200 Management expenses 82,032 5 82,291 6
Total operating expenses 143,898 8 120,260 9
6900 Operating profit 161,577 9 100,574 6
Non-operating income and expenses:
7100 Interest income (Note 6(22)) 1,875 - 1,738 -
7010 Other income (Notes 6(2) and (21)) 72,247 4 42,412 3
7020 Other gains and losses (Note 6(22)) (3,166) - (1,919) -
7050 Finance costs (Notes 6(14), (22) and 7) (102,156) (6) (92,889) (6)
7060 Share of profit (loss) of associates accounted for using equity method (Note 6(6)) 6,472 - 19,680 1
Total non-operating income and expenses (24,728) (2) (30,978) (2)
7900 Net profit before tax 136,849 7 69,596 4
7950 less: income tax expense (Note 6 (19)) 6,827 - 20,866 1
Current net income 130,022 7 48,730 3
8300 Other comprehensive income:
8310 Items not reclassified into profit and loss
8311 Gains (losses) on remeasurements of defined benefit plans (Note 6(15)) (7,993) - 14,472 1
8316 Unrealized gain/loss on valuation of equity instruments at fair value through other comprehensive income 199,906 11 115,902 8
8320 Share of profit or loss of associates accounted for using the equity method – Items not reclassified into profit and loss (Note 6(7)) (28,808) (2) 106,557 7
8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (Note 6(17)) - - - -
Components of other comprehensive income that will not be reclassified to profit or loss 163,105 9 236,931 16
8300 Other comprehensive income for the period (net after tax) 163,105 9 236,931 16
Total comprehensive income for the period $ 293,127 16 285,661 19
Earnings per share (Note 6 (18))
9750 Basic earnings per share $ 0.68 0.26
9850 Diluted earnings per share $ 0.68 0.26

Chairman

Manager

Accounting Supervisor

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Kao Hsing Chang Iron & Steel Corp.

Statement of Changes in Equity

January 1 to December 31, 2025 and 2024

Unit: NTD Thousand

Share capital Retained earnings Other equity items
Statutory reserve Special reserve Unappropriated retained earnings Gain (loss) from unrealized valuation of financial assets measured at fair value through other comprehensive income Total equity interest
Balance on January 1, 2023 $ 1,908,523 183,582 77,268 949,419 328,808 3,447,600
Current net income - - - 48,730 - 48,730
Other comprehensive income for the period - - - 14,472 222,459 236,931
Total comprehensive income for the period - - - 63,202 222,459 285,661
Earnings appropriation and distribution:
Statutory surplus reserve - 50,148 - (50,148) - -
Reversal of special reserve - - (77,268) 77,268 - -
Cash dividends of ordinary share - - - (190,852) - (190,852)
Disposal of investments in equity instruments designated at fair value through other comprehensive income - - - 123,036 (123,036) -
Balance on December 31, 2024 1,908,523 233,730 - 971,925 428,231 3,542,409
Current net income - - - 130,022 - 130,022
Other comprehensive income for the period - - - (7,993) 171,098 163,105
Total comprehensive income for the period - - - 122,029 171,098 293,127
Earnings appropriation and distribution:
Statutory surplus reserve - 18,624 - (18,624) - -
Cash dividends of ordinary share - - - (95,426) - (95,426)
Disposal of investments in equity instruments designated at fair value through other comprehensive income - - - 105,038 (105,038) -
Balance on December 31, 2024 $ 1,908,523 252,354 - 1,084,942 494,291 3,740,110

Chairman:

Manager:

Accounting Supervisor:


Kao Hsing Chang Iron & Steel Corp.
Statement of Cash Flow
January 1 to December 31, 2025 and 2024

Unit: NTD Thousand
2025 2024
Cash flow from operating activities:
Profit before tax $ 136,849 69,596
Adjustments:
Income, expenses, and losses
Depreciation 60,630 59,269
Interest expenses 102,156 92,889
Interest income (1,875) (1,738)
Dividend income (68,150) (38,315)
Share of profit of associates accounted for using equity method (6,472) (19,680)
Unrealized gains on foreign currency exchange (4) -
Total income, expenses, and losses 86,285 92,425
Changes in operating assets and liabilities:
Net changes in assets related to business activities:
Increase in bills receivable (539) (312)
Decrease in other notes receivables - 200
Decrease (increase) in accounts receivable (13,435) 9,518
Increase in other receivables (719) -
Increase in other receivables - (98)
Decrease in inventories 1,400 119,868
Decrease (increase) in other current assets (4,829) (3,683)
Total net changes in operating assets (18,122) 125,493
Net changes in liabilities related to operating activities:
Increase (decrease) in bills payable 344 (11,967)
Increase (decrease) in accounts payable 17,657 (3,889)
Decrease in other payables (1,364) (4,203)
Decrease in other current liabilities (420) (68)
Decrease in net defined benefit liability (37) (2,792)
Total changes in operating liabilities 16,180 (22,919)
Total net changes in assets and liabilities related to business activities (1,942) 102,574
Total adjustment items 84,343 194,999
Cash inflow generated from operations 221,192 264,595
Interest received 1,875 1,741
Dividends received 68,477 38,018
Interest paid (102,252) (92,441)
Tax paid (19,742) (281)
Net cash flows from operating activities 169,550 211,632
(Continued on next page)
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Kao Hsing Chang Iron & Steel Corp.
Cash flow statement (continued)
January 1 to December 31, 2025 and 2024

Unit: NTD Thousand

2025 2024
Cash flow from investing activities:
Acquisition of financial assets at fair value through other comprehensive income (1,297,966) (1,838,382)
Disposal of financial assets at fair value through other comprehensive income 1,348,126 1,564,288
Investments accounted for using equity method (297,500) (66,500)
Acquisition of property, plant, and equipment (28,282) (43,869)
Decrease in refundable deposits 141 221
Acquisition of investment property (6,910) (1,550)
Dividends received 4,843 7,280
Net cash flows (used in) investing activities (277,548) (378,512)
Cash flows from (used in) financing activities:
Increase in short-term loan 3,580,670 3,610,261
Decrease in short-term loan (3,710,566) (3,495,674)
Increase in short-term notes and bills payable 340,000 380,000
Decrease in short-term notes and bills payable (340,000) (380,000)
Increase in long-term debt 326,890 133,610
Repayments of long-term debt (44,000) (32,000)
Lease principal repayment (2,915) -
Cash dividends paid (94,930) (189,632)
Decrease in notes payable from proceeds from capital reduction (109) (124)
Net cash flows from financing activities 55,040 26,441
Increase (decrease) in current cash and cash equivalents (52,958) (140,439)
Beginning cash and cash equivalent balance 315,406 455,845
Cash and cash equivalents at the end of the period $ 262,448 315,406

Chairman: img-0.jpeg
Manager: img-1.jpeg
Accounting Supervisor: img-2.jpeg

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Proposal 2 (Proposed by the Board)

Subject: Ratification of the Company's 2025 Earnings Distribution Proposal.

Explanation:

I. The proposal for earnings distribution is as follows:

Unit: NTD

Item Amount
Unappropriated retained earnings, beginning of period $ 857,875,242
Add (subtract):
Disposal of investments in equity instruments designated at fair value through other comprehensive income 105,038,390
Determine the remeasurement of the benefit plan in the current period (7,993,243)
Net income during the year 130,022,275
Distributable retained earnings 1,084,942,664
Statutory surplus reserve (22,706,742)
Dividends - cash (190,852,293)
Unappropriated retained earnings, end of period $ 871,383,629

II. Net income for 2025 was NT$130,022,275. It is proposed to appropriate NT$190,852,293 from the distributable earnings of 2025 as cash dividends to shareholders, representing NT$1 per share.

III. Chairman is authorized to determine the record date for cash dividends after approval from the shareholders' meeting for this earnings distribution. The distribution of cash dividends is calculated to the unit of one NT dollar

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(rounded off). Fractional amounts are recognized as the Company's other income.

IV. Chairman is authorized to make adjustments if the payout ratio is changed due to change in the number of shares outstanding after the transfer, conversion or cancelation of repurchased shares or other reasons.

V. This proposal was approved by the 8th meeting of the 3rd Audit Committee and the 10th meeting of the 22nd Board of Directors on March 6, 2026.

Resolution:

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V. Matters to be discussed:

Proposal 1 (Proposed by the Board)

Subject: Proposed amendments to the Company’s “Rules of Procedure for Shareholders’ Meetings” are hereby submitted for resolution.

Explanation:

Pursuant to the Taiwan Stock Exchange Taiwan Securities Exchange’s Letter No. 11500029701 dated March 5, 2026, some provisions of the “Rules of Procedure of Shareholders’ Meetings” are to be amended.

Amended provisions Current provisions Explanation
Article 3
Unless otherwise required by laws and regulations, the Company's shareholders’ meetings shall be convened by the Board of Directors.
Changes to the company’s shareholder meeting procedures must be approved by the Board of Directors and implemented no later than the date the meeting notice is mailed.
The Company shall, thirty days before an annual shareholders’ meeting or fifteen days before an extraordinary Article 3
Unless otherwise required by laws and regulations, the Company's shareholders’ meetings shall be convened by the Board of Directors.
The Company shall, thirty days before an annual shareholders’ meeting or fifteen days before an extraordinary Rules of Procedure for Shareholders’ Meetings for Kao Hsing Chang Iron & Steel Corp.
  • 32 -

Amended provisions Current provisions Explanation
shareholders’ meeting, prepare electronic files of the meeting notice, proxy form, matters for ratification, matters for discussion, election or dismissal of directors and supervisors, and other agenda items together with explanatory materials, as well as the shareholders’ meeting handbook and supplementary materials. The data is then converted to electronic files and sent to the Market Observation Post System. The Company shall, fifteen days before a shareholders’ meeting, prepare the shareholders’ meeting handbook and supplementary materials for shareholders’ inspection at any time, display them at the Company, and distribute them at the meeting venue. shareholders’ meeting, prepare electronic files of the meeting notice, proxy form, matters for ratification, matters for discussion, election or dismissal of directors and supervisors, and other agenda items together with explanatory materials. The data is then converted to electronic files and sent to the Market Observation Post System. Twenty-one days before an annual shareholders’ meeting or fifteen days before an extraordinary shareholders’ meeting, the electronic files of the meeting handbook and supplementary materials shall be uploaded to the Market Observation Post System (MOPS). The Company shall, fifteen days before a shareholders’ meeting, prepare the shareholders’ meeting handbook and supplementary materials for shareholders’ inspection at any time, display them at the Company, and distribute
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Amended provisions Current provisions Explanation
(The following is omitted) them at the meeting venue.
(The following is omitted)
Article 13
Shareholders are entitled to one vote for each share held, unless the shares are restricted or deemed non-voting shares under Article 179 of the Company Act. When the Company convenes a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights in correspondence. When voting rights are exercised in correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder who exercises voting rights in correspondence or electronic means will be deemed to have attended the meeting in person. However, any extraordinary motions and amendments to original proposals at that shareholders’ meeting shall be deemed Article 13
Shareholders are entitled to one vote for each share held, unless the shares are restricted or deemed non-voting shares under Article 179 of the Company Act. When the Company convenes a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights in correspondence. When voting rights are exercised in correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder who exercises voting rights in correspondence or electronic means will be deemed to have attended the meeting in person. However, it is deemed abstention on extraordinary motions and amendments to original proposals of that meeting. Rules of Procedure for Shareholders’ Meetings for Kao Hsing Chang Iron & Steel Corp.
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Amended provisions Current provisions Explanation
abstentions; therefore, the Company should avoid proposing extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights in correspondence or electronic means under the preceding paragraph shall indicate such intent to the Company two days before the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. The first declaration of such intention received shall prevail unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.
If shareholders would like to attend the shareholders’ meeting in person after the exercise of voting rights in correspondence or by electronic means, it is necessary to indicate the withdrawal of the aforesaid exercise of voting rights two days before the shareholders’ meeting in A shareholder intending to exercise voting rights in correspondence or electronic means under the preceding paragraph shall indicate such intent to the Company two days before the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. The first declaration of such intention received shall prevail unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.
If shareholders would like to attend the shareholders’ meeting in person after the exercise of voting rights in correspondence or by electronic means, it is necessary to indicate the withdrawal of the aforesaid exercise of voting rights two days before the shareholders’
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Amended provisions Current provisions Explanation
the same method with which the voting rights were exercised. If the request for withdrawal occurs after the deadline, the voting right exercised in correspondence or by electronic means shall prevail. If the shareholder exercises the voting right in correspondence or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail. Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. When voting for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, meeting in the same method with which the voting rights were exercised. If the request for withdrawal occurs after the deadline, the voting right exercised in correspondence or by electronic means shall prevail. If the shareholder exercises the voting right in correspondence or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail. Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. When voting for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the
  • 36 -

Amended provisions Current provisions Explanation
followed by a vote by the shareholders. After the conclusion of the meeting, the results for each proposal based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS on the same day when the meeting is held.

When there is an amendment or an alternative to a proposal, the chair shall determine the order in which they will be put to a vote. When any one among them is passed, the other proposals shall be deemed rejected and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders.

The shareholders’ meeting includes proposals for director elections where the number of candidates exceeds the number of | attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, the results for each proposal based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS on the same day when the meeting is held.

When there is an amendment or an alternative to a proposal, the chair shall determine the order in which they will be put to a vote. When any one among them is passed, the other proposals shall be deemed rejected and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders. | |

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Amended provisions Current provisions Explanation
available seats, director dismissal, or amendments related to Article 185 and 316 of the Company Act, Articles 18, 27, 29, and 35 of the Business Mergers and Acquisitions Act, or Article 24, paragraph 2, item 1 of the Financial Holding Company Act. For motions covered by Article 26, Section 2, Paragraph 1, the chairperson should appoint a lawyer, accountant, or notary public as a ballot inspector. The person designated by the chairperson as specified in the preceding paragraph may not be responsible for voting procedure matters and shall not serve as a director, manager, or employee of the Company or any of its affiliated companies. Poll workers shall oversee the voting and ballot counting processes and sign the election results tally sheet. If a scrutineer is designated under
  • 38 -

Amended provisions Current provisions Explanation
Paragraph 8, the minutes of the shareholders’ meeting must state the scrutineer’s name and title.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the venue of the shareholders meeting.
After vote counting has been completed, the results (including the numbers of votes) shall be announced onsite and recorded in minutes. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the venue of the shareholders meeting.
After vote counting has been completed, the results (including the numbers of votes) shall be announced onsite and recorded in minutes.
Article 16
The number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares represented by shareholders attending by written or electronic means shall be clearly disclosed at the shareholders’ meeting in a statistical table prepared in the prescribed format on the day of the meeting.
For the resolutions of the Shareholders' Meeting, if there is material information required by Article 16
The number of shares solicited by solicitors and the number of shares represented by proxies shall be clearly disclosed at the shareholders’ meeting in a statistical table prepared in the prescribed format on the day of the meeting.
For the resolutions of the Shareholders' Meeting, if there is material information required by Rules of Procedure for Shareholders’ Meetings for Kao Hsing Chang Iron & Steel Corp.
  • 39 -

Amended provisions Current provisions Explanation
laws and regulations or the Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the specified time. laws and regulations or the Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the specified time.

Resolution:


VI. Extemporary motions:

VII. Adjournment.

  • 41 -

Appendix


Appendix 1

Articles of Incorporation of Kao Hsing Chang Iron & Steel Corp.

Amendment by the shareholders’ meeting on June 19, 2025

Chapter I. General Provisions

Article 1: Organized in accordance with the provisions of the Company Act for limited companies, the Company is named Kao Hsing Chang Iron & Steel Corp.

Article 2: The business of the Company is as shown on the left:

I. Steel pipe, galvanized steel pipe, steel pipe pile, hot rolled steel coil (sheet), cold rolled steel coil (sheet), cold rolled steel strips, steel straps, slab, section steel, stainless steel coil (sheet), silicon steel coil (sheet), coated steel coil (sheet), manufacturing and trading of equipment for the above products and other steel products.

II. Heat treatment processing business.

III. Motorcycles and bicycles, manufacturing of engines and accessories, assembly and sales of motorcycles.

IV. The business of entrusting construction companies to construct residential and commercial buildings for rent and sale.

V. Operation of livestock business and manufacturing, processing and trading of agricultural and livestock products.

VI. Agency business of the aforementioned items.

VII. Related import and export trade business.

VIII. Waste recycling and treatment business.

IX. C801010 Basic industrial chemicals manufacturing

X. C802120 Industrial catalyst manufacturing

XI. CA02010 Manufacture of metal structure and architectural components

XII. I501010 Product design

XIII. I601010 Leasing

XIV. ZZ99999 Any business not prohibited or restricted by law, except those subject to special approval

  • 43 -

Article 2-1: The total investment of the Company's reinvestment in other businesses may exceed 40% of the Company's paid-in capital.

Article 3: The Company is located in Kaohsiung City. If necessary, the Board of Directors may establish branches or offices in other suitable locations.

Article 4: The Company's announcements shall be handled in accordance with Article 28 of the Company Act.

Chapter II. Shares

Article 5: The capital of the Company is set at NTD 5.8 billion divided into 580 million shares or ten New Taiwan Dollars per share. For unissued shares, the Board of Directors is authorized to issue in installments based on business needs of the Company.

Article 6: The Company's stocks are all registered. Three or more directors must sign or stamp after approval. The Company's issued shares may be exempt from printing stocks and should be registered with the securities centralized custody institution, issued after the certificate is issued in accordance with the regulations.

Article 7: The transfer, loss, damage, division, exchange or pledge of stocks shall be handled in accordance with the Company Act and relevant laws and regulations.

Article 8: Shareholders should send their seal patterns to the Company for storage, and same applies when changes are made. Anyone who handles stock business, receives dividends or exercises other rights shall do so based on the Company's seal.

Article 9: For shareholder transfers, transfer of shares of the Company shall not be done within 60 days before the General Meeting of Shareholders, within 30 days before an interim shareholders' meeting, or within 5 days before the base date when the Company has decided to distribute dividends or other benefits.

Chapter III. Shareholders' Meeting

Article 10: There are two types of shareholder meetings: general meetings and extraordinary meetings. The general meetings are to be held by the Board of Directors within six months after the end of the fiscal year. Extraordinary meetings may be convened in accordance with the law when necessary.

  • 44 -

Article 11: The presiding chair of the shareholders' meeting shall be appointed by the Chairman. In case the Chairman is on leave or is unable to exercise his authority for some reason, the Chairman shall appoint one of the directors to act as representative.

Article 12: When a shareholder is unable to attend for some reason, a proxy form shall be issued to entrust an agent to attend, but general shareholders shall issue a proxy form and entrust only one person, and it shall be served to the Company five days before the meeting of shareholders.

Article 13: Unless otherwise stipulated by the Company Act, the resolutions of the Shareholders' Meeting shall be attended by shareholders representing more than half of the total number of shares, and shall be implemented with more than half of the voting rights of the shareholders present.

Article 14: The general meeting of shareholders shall be convened 30 days before, and the temporary meeting shall be held 15 days before the date, place and reason for the convening shall be notified to all shareholders.

Article 15: Except in cases where shares do not have voting rights as stipulated in Article 179 of the Company Act, shareholders of the Company shall have one voting right per share.

Article 16: The resolutions of the Shareholders' Meeting shall be recorded in the minutes, signed or sealed by the presiding chair, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The distribution of the minutes shall be made by public announcement. The minutes of this meeting shall be kept together with the signature book of attending shareholders and the proxy forms.

Chapter IV. Chapter IV Directors and Audit Committee

Article 17: The Company has nine directors for a term of three years, who may be re-elected.

Of the number of directors in the preceding paragraph, at least three shall be independent directors.

Elections of directors shall be conducted in accordance with the candidate nomination system set out in Article 192-1 of the Company Act. The method of accepting the nomination of director candidates, announcements and other related matters shall be handled in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act.

  • 45 -

In the election of directors, each share has the same voting rights as the number of directors to be elected. One person may be elected collectively, or votes may be distributed across a number of persons. The votes obtained represent those with more voting rights to be elected as director. Election of independent directors and non-independent directors shall be held together, with the elected numbers calculated separately.

Regarding independent directors' professional qualifications, shareholding, part-time restrictions, nomination and selection methods, and other compliance matters, they shall be handled in accordance with the Company Act, the Securities and Exchange Act, and other relevant laws and regulations.

Starting from the 20th term Board of Directors of the Company, an Audit Committee has been established in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee shall be composed of all independent directors. The Audit Committee or Audit Committee members are responsible for the enforcement of the Company Act, the Securities and Exchange Act, and other laws and regulations stipulated under the powers of supervisors.

Article 18: The directors shall organize the Board of Directors, and the directors shall elect a Chairman from among one another. The Chairman shall manage all business on behalf of the Company. In case the Chairman is on leave or is unable to exercise his authority for some reason, the Chairman shall appoint one of the directors to act as representative.

Directors should attend meetings of the Board of Directors in person. If a director cannot attend for some reason, he or she may draw up a proxy form that enumerates the scope of authorization for convening purposes to entrust another director to attend as his or her representative. However, each director shall be limited to one person as representative.

If the Board of Directors uses a video conference when meeting, the directors who participate in the conference with a video screen shall be deemed to be present in person.

Article 19: All business policies and important matters of the Company shall be implemented by resolution of the Board of Directors.

Article 20: Deleted.

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Article 21: In respect to directors' transportation expenses, independent directors' remuneration, and directors' performance of duties for the Company, the Company may pay remuneration authorize the Board of Directors to make decisions based on a director's degree of participation and value of contribution to the operations of the Company, and to negotiate with reference to relevant peers and listed company standards.

Article 22: The Company may appoint managers, whose appointment, dismissal, and remuneration are to be in accordance with the provisions of the Company Act.

Article 23: The Board of Directors may, within the scope of the authorization of the Shareholders' Meeting, guarantee each other's business dealings with government agencies or financial institutions between related enterprises or peers.

Chapter V. Chapter VAccounting

Article 24: The Company shall conduct its final accounts once a year at the end of December.

Article 25: The Company uses January 1st to December 31st as its fiscal year. At the end of each fiscal year, the Board of Directors shall prepare the following reports and tables and submit them to the General Meeting of Shareholders for acknowledgment:

I. Business Report.
II. Financial Statements.
III. Proposals concerning profit distributions or loss make-up.

Article 26: The Company's industrial development is mature. Based on the needs of the Company's operations and the consideration of maximizing shareholders' equity, dividend distribution adopts a residual dividend policy. If the Company makes a profit for a year, no less than 0.5% shall be allocated as remuneration to employees, and no more than 5% shall be allocated as remuneration to directors. In addition, no less than 0.1% shall be allocated as remuneration to non-executive employees. However, if the Company has cumulative losses, it is necessary to offset such losses before calculation of remuneration to employees, directors, and non-executive employees.

Article 26-1: Where the Company makes a profit for a year, the profit shall be first used to pay taxes, offset the cumulative deficit and allocate 10% of the remaining as a legal reserve unless it has reached the same amount as the Company's paid-in capital. In addition to the payment

  • 47 -

of dividends, if there are still surplus earnings then they shall be combined with undistributed earnings of prior years for the Board of Directors will draw up a profit distribution plan and submit to the Shareholders' Meeting a resolution to distribute shareholder dividends. Dividends shall be distributed at an appropriate ratio between cash dividends and stock dividends. Cash dividends shall not be lower than 50%.

Chapter VI. Chapter VISupplementary Provisions

Article 27: Matters not stipulated in these Articles of Incorporation shall be handled in accordance with the provisions of the Company Act.

Article 28: These Articles of Incorporation were established on December 17, 1965.

The first amendment was made on December 27, 1965.

The second amendment was made on February 22, 1966.

The third amendment was made on September 15, 1966.

The fourth amendment was made on February 7, 1967.

The fifth amendment was made on August 14, 1970.

The sixth amendment was made on June 5, 1971.

The seventh amendment was made on October 20, 1971.

The eighth amendment was made on September 1, 1972.

The ninth amendment was made on August 10, 1973.

The tenth amendment was made on March 31, 1975.

The eleventh amendment was made on May 5, 1975.

The twelfth amendment was made on October 9, 1975.

The thirteenth amendment was made on December 25, 1975.

The fourteenth amendment was made on January 17, 1977.

The fifteenth amendment was made on July 18, 1977.

The sixteenth amendment was made on September 21, 1979.

The seventeenth amendment was made on June 30, 1980.

The eighteenth amendment was made on April 15, 1981.

The nineteenth amendment was made on June 12, 1981.

The twentieth amendment was made on June 15, 1984.

The twenty-first amendment took place on January 20, 1985.

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The twenty-second amendment was made on June 2, 1986.

The twenty-third amendment was made on October 15, 1986.

The twenty-fourth amendment was made on May 30, 1988.

The twenty-fifth amendment was made on October 11, 1988.

The twenty-sixth amendment was made on May 6, 1989.

The twenty-seventh amendment was made on June 16, 1989.

The twenty-eighth and twenty-ninth amendments were made on April 28, 1990.

The thirtieth amendment was made on May 11, 1991.

The thirty-first amendment was made on June 13, 1992.

The thirty-second and thirty-third amendments were made on June 12, 1993.

The thirty-fourth amendment was made on June 11, 1994.

The thirty-fifth amendment was made on June 20, 1995.

The thirty-sixth amendment was made on June 22, 1996.

The thirty-seventh amendment was made on June 22, 1996.

The thirty-eighth amendment was made on September 4, 1996.

The thirty-ninth amendment was made on June 21, 1997.

The fortieth amendment was made on May 7, 1998.

The forty-first amendment was made on June 8, 2000.

The forty-second amendment was made on May 16, 2001.

The forty-third amendment was made on June 21, 2002.

The forty-fourth amendment was made on May 30, 2003.

The forty-fifth amendment was made on June 20, 2006.

The forty-sixth amendment was made on June 23, 2010.

The forty-seventh amendment was made on November 12, 2012.

The forty-eighth amendment was made on June 25, 2014.

The forty-ninth amendment was made on June 17, 2016.

The fiftieth amendment was made on June 15, 2017.

The fifty-first amendment was made on June 27, 2018

The 52nd amendment was made on June 19, 2025.

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Appendix 2

Rules of Procedure for Shareholders’ Meetings for Kao Hsing Chang Iron & Steel Corp.

Amendment by the shareholders’ meeting on June 27, 2018
Amendment by the shareholders’ meeting on August 26, 2021
Amendment by the shareholders’ meeting on June 19, 2025

Article 1

To establish a sound governance system for the Company’s shareholders’ meetings, strengthen supervisory functions, and enhance management effectiveness, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

Article 2

Unless otherwise required by laws, regulations or the articles of incorporation, these rules of procedures for the Company's shareholders meetings shall apply.

Article 3

Unless otherwise required by laws and regulations, the Company's shareholders’ meetings shall be convened by the Board of Directors.

Changes to the company’s shareholder meeting procedures must be approved by the Board of Directors and implemented no later than the date the meeting notice is mailed.

The Company shall, thirty days before an annual shareholders’ meeting or fifteen days before an extraordinary shareholders’ meeting, prepare electronic files of the meeting notice, proxy form, matters for ratification, matters for discussion, election or dismissal of directors and supervisors, and other agenda items together with explanatory materials, as well as the shareholders’ meeting handbook and supplementary materials, and upload them to the Market Observation Post System (MOPS). The Company shall, fifteen days before a shareholders’ meeting, prepare the shareholders’ meeting handbook and supplementary materials for shareholders’ inspection at any time, display them at the Company, and distribute them at the meeting venue.

Meeting notices and announcements shall state the reasons for convening. With the consent of the addressee, the meeting notice may be sent in the electronic form. Election or dismissal of directors; amendments to the Articles of Incorporation; reduction of capital; application for ceasing to be a public company; approval to remove the non-compete clause for directors; capitalization of earnings;


capitalization of legal reserve; dissolution; merger or demerger; or any matter in each subparagraph of Paragraph 1 under Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be listed with essential contents as reasons for convening in the meeting notice. None of the above matters may be raised by an extraordinary motion.

Where an election of all directors and the onboarding date are stated as reasons for convening the shareholders' meeting, the onboarding date may not be changed by an extraordinary motion or any other means at the same meeting once the election has been completed at the same shareholders' meeting.

A shareholder holding one percent or more of the total number of the issued shares may submit to the Company a proposal for discussion at a general shareholders' meeting. This is limited to one proposal only. Any more proposals will not be included in the meeting agenda. When the circumstances described in any subparagraph, paragraph 4 under Article 172-1 of the Company Act apply to a proposal from a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may submit a constructive proposal to urge the Company to enhance public interests or fulfill its social responsibilities, provided procedurally this is limited to one proposal according to Article 172-1 of the Company Act. No additional proposals will be included in the agenda.

Prior to the book closure date before a general shareholders' meeting is held, the Company shall publicly announce its acceptance of shareholders' proposals in writing or by electronic means and the location and time period for submission. The period for acceptance may not be fewer than 10 days.

Each proposal is limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting of shareholders and take part in the discussion of the proposal.

Prior to delivering the shareholders' meeting notice, the Company shall inform the proposing shareholders of the screening results, and shall list in the meeting notice the proposals conforming to the requirements set out in this article. The Board of Directors should explain at the shareholders' meeting the reasons for not including certain proposals submitted by shareholders.

Article 4

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

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A shareholder may issue only one proxy form and appoint only one representative and shall deliver the proxy form to the Company five days prior to the shareholders' meeting date. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, this does not apply to the proxy form that has been canceled via declaration.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting. If the cancellation notice is submitted after that time, votes exercised by the proxy shall prevail.

Article 5 (Principles for determining the time and place of a shareholders' meeting)

The venue for a shareholders' meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9am and no later than 3pm.

Article 6 (Preparation of documents such as the signature book)

The Company shall specify in its shareholders' meeting notices the time when registrations for attending shareholders start, the place to register for attendance and other matters for attention.

The time for accepting shareholder registration in the preceding paragraph shall be handled at least 30 minutes before the start of the meeting. The check-in area should be clearly marked, and adequate and competent personnel should be sent to handle it.

Shareholders or representatives authorized by shareholders (hereinafter collectively referred to as "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with a signature book or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting manual, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or juristic person is a shareholder, the number of representatives present at the Shareholders' Meeting is not limited to one. When a juristic person is entrusted to attend the Shareholders' Meeting, only one representative may be appointed to attend.

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Article 7 (The chair and nonvoting participants of a shareholders meeting)

If the Shareholders' Meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the presiding chair. When the Chairman of the Board of Directors is on leave or for any reason unable to exercise his authority, the Chairman shall appoint one of the directors to act as representative. If the Chairman has not appointed a representative, the directors shall select one person from among themselves to act as representative.

The presiding chair of the preceding paragraph is a person who is represented by a director who has served for more than six months and is a director who understands the Company's financial and business conditions. The same applies if the presiding chair is the representative of a corporate director.

The Chairman of the Board of Directors should personally preside over the Shareholders' Meeting convened by the Board of Directors, and more than half of the directors of the Board of Directors should attend in person, and at least one representative of various functional committee members should attend. Their attendance should be recorded in the minutes of the Shareholders' Meeting.

If the Shareholders' Meeting is convened by a convening party other than the Board of Directors, the convener shall act as presiding chair. When there are two or more persons with the right to convene, they shall select from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons to attend a shareholders' meeting in a nonvoting capacity.

Article 8 (Audio or video recordings as evidence of shareholders' meetings)

The Company shall make an uninterrupted audio and video recording of the entire process of the shareholders' meeting from shareholders' sign-in, the proceedings of the meeting, as well as the process of voting and vote counting.

The audio-visual materials mentioned above shall be kept for at least one year. However, the recording shall be retained until the conclusion of the litigation if a shareholder files a lawsuit pursuant to Article 189 of the Company Act.

Article 9

Attendance at a shareholders meeting shall be calculated based on the number of shares. The number of attending shares is calculated based on the signature book or the handed in sign-in card plus the number of shares exercised in writing or electronically.

The chair shall call the meeting to order at the appointed meeting time and announce information on the number of non-voting shares and number of shares represented by shareholders in attendance. When the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements are made for a

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combined total of up to one hour. If the quorum of shareholders representing at least one-third of issued shares is not met after two postponements, the chair announces the cancelation of the meeting.

If the quorum of shareholders representing at least one third of issued shares is not met after two postponements, tentative resolutions may be passed in accordance with the first paragraph of Article 175 under the Company Act. Shareholders shall be notified of the tentative resolutions and the re-convening of the shareholders' meeting within one month.

If the attending shareholders represent a majority of the total number of outstanding shares before the meeting conclusion, the chair may resubmit the tentative resolution for another vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each proposal in the agenda (including extraordinary motions and amendments to the original proposals). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

If the Shareholders' Meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.

The chair may not declare the meeting adjourned prior to completion of deliberation on the agenda arranged according to the two preceding paragraphs (including extraordinary motions) except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, other members of the board shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, with a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow an ample opportunity during the meeting for explanation and discussion of proposals, amendments or extraordinary motions put forward by shareholders. When the chair thinks that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11 (Speeches by shareholders)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

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A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker’s slip, the content of the speech shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the motion, the chair may stop the shareholder’s speech.

Attending shareholders may not interfere with the speaking shareholders without the consent from the chair and from the speaking shareholders. The chair shall stop any shareholders in violation.

When a juristic person shareholder appoints two or more representatives to attend the Shareholders' Meeting, only one person may speak on the same proposal.

After the shareholders have spoken, the presiding chair may reply personally or designate relevant personnel to reply.

Article 12 (Calculation of voting shares and recusal system)

Votes at shareholders’ meetings shall be calculated based on numbers of shares.

The number of nonvoting shares held by a shareholder shall not be counted as part of the total number of outstanding shares when it comes to resolutions by shareholders’ meetings.

When a shareholder is an interested party to an agenda item and this may prejudice the interests of the Company, the shareholder concerned may not vote on that item and may not exercise voting rights on behalf of other shareholders.

The number of shares whose voting rights may not be exercised under the preceding paragraph shall not be counted toward the number of the voting rights represented by attending shareholders.

Except for trust enterprises or a shareholder service agency approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of the issued shares. The voting rights in excess of that percentage shall not be counted for.

Article 13

Shareholders are entitled to one vote for each share held, unless the shares are restricted or deemed non-voting shares under Article 179 of the Company Act.

When the Company convenes a shareholders’ meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights in correspondence. When voting rights are exercised in correspondence or electronic

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means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder who exercises voting rights in correspondence or electronic means will be deemed to have attended the meeting in person. However, any extraordinary motions and amendments to original proposals at that shareholders' meeting shall be deemed abstentions; therefore, the Company should avoid proposing extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights in correspondence or electronic means under the preceding paragraph shall indicate such intent to the Company two days before the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. The first declaration of such intention received shall prevail unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.

If shareholders would like to attend the shareholders' meeting in person after the exercise of voting rights in correspondence or by electronic means, it is necessary to indicate the withdrawal of the aforesaid exercise of voting rights two days before the shareholders' meeting in the same method with which the voting rights were exercised. If the request for withdrawal occurs after the deadline, the voting right exercised in correspondence or by electronic means shall prevail. If the shareholder exercises the voting right in correspondence or by electronic means and appoints a proxy with a proxy form to attend the shareholders' meeting, the voting right exercised by the attending proxy at the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. When voting for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, the results for each proposal based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS on the same day when the meeting is held.

When there is an amendment or an alternative to a proposal, the chair shall determine the order in which they will be put to a vote. When any one among them is passed, the other proposals shall be deemed rejected and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders.

In the event of a director election at a shareholders meeting where the number of candidates exceeds the number of seats available, a proposal to remove a director from office, or a proposal concerning Article 185 or 316 of the Company Act, Article 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, or Article 24,

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paragraph 2, item 1, or Article 26, paragraph 2, item 1 of the Financial Holding Company Act, the chairperson should appoint a lawyer, certified public accountant, or public notary to serve as a vote monitor.

The person designated by the chairperson as specified in the preceding paragraph may not be responsible for voting procedure matters and shall not serve as a director, manager, or employee of the company or any of its affiliated companies.

Poll workers shall oversee the voting and ballot counting processes and sign the election results tally sheet.

If a scrutineer is designated under Paragraph 8, the minutes of the shareholders' meeting must state the scrutineer's name and title.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the venue of the shareholders meeting. After vote counting has been completed, the results (including the numbers of votes) shall be announced onsite and recorded in minutes.

Article 14 (Election matters)

The election of directors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced onsite immediately, including the names of those elected and the number of votes received and the names of those not elected and the number of votes received.

The ballots for the election items mentioned in the preceding paragraph shall be sealed and signed by the monitoring personnel and then properly kept for at least one year. However, the recording shall be retained until the conclusion of the litigation if a shareholder files a lawsuit pursuant to Article 189 of the Company Act.

Article 15

Matters relating to the resolutions by a shareholders' meeting shall be recorded in meeting minutes. The meeting minutes shall be signed or sealed by the chair and distributed to each shareholder within 20 days after the meeting. The meeting minutes may be produced and distributed in electronic form.

For the distribution of the minutes of the preceding paragraph, the Company may use the announcement procedures of the Market Observation Post System.

Meeting minutes shall accurately record the year, month, day, the meeting venue, the chair's name, the methods by which resolutions are adopted, and a summary of the deliberations and voting results (including the number of votes), and disclose the number of votes received by each candidate in the event of an election of directors. It should be kept permanently throughout the existence of the Company.

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Article 16 (Announcements)

The number of shares solicited by solicitors, the number of shares represented by proxies, and the number of shares represented by shareholders attending by written or electronic means shall be clearly disclosed at the shareholders’ meeting in a statistical table prepared in the prescribed format on the day of the meeting.

For the resolutions of the Shareholders' Meeting, if there is material information required by laws and regulations or the Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the specified time.

Article 17 (Maintenance of order)

Staff handling the administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”

If the venue is equipped with amplifying equipment, the presiding chair may stop it when the shareholder does not use the equipment set up by the Company to speak.

If a shareholder violates the rules of procedure and does not obey the presiding chair's corrective instructions, and hinders the progress of the meeting and fails to comply, the presiding chair may direct the proctors or security personnel to ask him or her to leave the venue.

Article 18 (Intermissions and resumption of meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and depending on the circumstances, announce a time to resume the meeting.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

These Rules take effect upon approval from the shareholders’ meeting. This also applies to amendments.

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Appendix 3

Director shareholdings of Kao Hsing Chang Iron & Steel Corp.

Record date: April 19, 2026

Title Name or designation Institutional representative Number of shares held at the time of appointment Number of shares currently held
Number of shares % Number of shares %
Chairman Lu Tai Rong 27,551,329 14.44 27,551,329 14.44
Director Pro Imp'ex Company Limited Sheng Lu Rong Feng 121,621 0.06 121,621 0.06
Director Pro Imp'ex Company Limited Sheng Lu An De 121,621 121,621
Director Huida Investment Co., Ltd. Huang Li-Chun 40,999,312 21.48 44,999,312 23.58
Director You Chang Co., Ltd. Wu Hsien-Ming 380,000 0.2 380,000 0.2
Director You Chang Co., Ltd. Lu Wei-Cheng 380,000 380,000
Independent Director Lin Hsien-Lang 0 0
Independent Director Chen Chi-Hsiung 0 0
Independent Director Wang Yi-Chen 0 0
Number of shares held by all directors 69,052,262 36.18 73,052,262 38.28
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Note: 1. The Company’s paid-in capital is NT$1,908,522,930, divided into 190,852,293 shares. Pursuant to Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the aggregate shareholdings of all directors shall not be less than 6% of the total issued shares, i.e. 11,451,138 shares.

  1. As of April 19, 2026, the Company’s directors held an aggregate of 73,052,262 shares, representing 38.28% of the total issued shares, in compliance with the requirements.

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Appendix 4

Other matters:
Explanations on how proposals from shareholders for this shareholders’ meeting have been processed.

Explanation:
1. According to Article 172-1 of the Company Act, a shareholder holding one percent or more of the total number of issued shares may submit in writing to the Company a proposal for discussion at a general shareholders’ meeting. This is limited to one proposal only and each proposal is limited to 300 words.
2. The Company accepted shareholder proposals for this year’s annual shareholders’ meeting during the period from April 1, 2026 to April 10, 2026, and has duly made the required disclosure on the Market Observation Post System (MOPS).
3. The Company did not receive any proposal from shareholders during the acceptance period.

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