King's Town Construction Co., Ltd.

2026 Annual Shareholders' Meeting. Meeting Handbook

Date: June 26, 2026
Venue: No. 366, Minghua Rd.,
Gushan Dist., Kaohsiung City
(2/F, H2O Hotel)

Stock Code 2524

Chapter 1. Meeting Procedure ... 01
Chapter 2. Meeting Agenda ... 02
I. Announcements ... 03
II. Proposals ... 05
III. Election Matters ... 07
IV. Other Matters ... 08
V. Extempore Motions ... 08

Chapter 3. Attachments
I. 2025 Business Report and Summary of 2026 Business Plan ... 09
II. Audit Committee’s Review on the 2025 Financial Statements ... 16
III. 2025 Annual Consolidated CPA Report and Financial Statements ... 17
IV. 2025 Annual Parent Company Only CPA Report and Financial Statements ... 28
V. List of candidates for Directors ... 38

Chapter 4. Appendices
I. Rules of Procedure for Shareholders’ Meeting ... 39
II. Articles of Incorporation ... 47
III. Rules for Election of Directors ... 55
IV. Shareholding by Directors and Supervisors ... 57

Chapter 1. Meeting Procedure

King's Town Construction Co., Ltd.
2026 Annual Shareholders' Meeting Procedures

I. Call the Meeting to Order
II. Chairman's Remarks
III. Announcements
IV. Proposals
V. Election Matters
VI. Other Matters
VII. Extempore Motions
VIII. Adjournment

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Chapter 2. Meeting Agenda

King’s Town Construction Co., Ltd.

Agenda for the 2026 Annual Shareholders’ Meeting

Time: 9:00 a.m., Friday, June 26, 2026

Location: No. 366, Minghua Road, Gushan District, Kaohsiung City (2/F, H2O Hotel)

Convening Method: Physical Shareholders’ Meeting

I. Call the Meeting to Order (Report Number of Shares Present at the Meeting)

II. Chairman’s Remarks

III. Announcements

(I) 2025 Business Report
(II) Audit Committee’s Review on the 2025 Financial Statements
(III) 2025 Employee and Director Remuneration Distribution Report
(IV) Report on Seventh Repurchase of the Company’s Shares

IV. Proposals

(I) 2025 Business Report and Financial Statements
(II) 2025 Earnings Distribution

V. Election Matters

Comprehensive Director Election

VI. Other Matters

Lifting the Non-Competition Restriction on Newly Appointed Directors and Their Representatives

VII. Extempore Motions

VIII. Adjournment

King’s Town Construction Co., Ltd. 家城建设

Announcements

I. 2025 Business Report

Description: For the Company’s 2025 Business Report and Summary of the 2026 Business Plan, please refer to Attachment I on #page 8# of this handbook.

II. Audit Committee’s Review on the 2025 Financial Statements

Description: For the Audit Committee’s Review on the 2025 Financial Statements, please refer to Attachment II on #page 13# of this handbook.

III. 2025 Employee and Director Remuneration Distribution Report

Description:

(I) In accordance with the provisions of Article 25 of the Company’s Articles of Incorporation, resolutions of the Board meeting on March 12, and related regulations.

(II) Employee compensation of 1% totaling NT$8,092,330 was accrued. The employee compensation is intended to be distributed in the form of stock to employees of the Company as well as employees of subsidiary companies. The number of shares to be issued is calculated based on the closing price of NT$40.25 on the day preceding the Board of Directors’ resolution to issue new shares (i.e., March 11), resulting in the issuance of 201,051 shares. Employee compensation for fractional shares will be paid in cash. No director remuneration shall be distributed this year.

(III) The new shares issued for employee compensation carry the same rights and obligations as the originally issued shares.

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IV. Report on Seventh Repurchase of the Company’s Shares

Description:

(I) According to Article 28-2 of the Securities and Exchange Act, the Company repurchased 10,000,000 shares of the Company’s registered ordinary shares according to the resolution of the Board of Directors on April 8, 2025.

(II) The main contents of the shares repurchased are as follows:

Purpose of shares repurchased: To maintain company credibility and protect shareholders’ interests.
Type of shares repurchased: Registered ordinary shares of the Company.
Number of shares repurchased: The total number of shares repurchased is 3,957,000 shares, accounting for 1.07% of the total number of shares issued by the Company at that time.
Total amount of shares repurchased: NT$195,695.
Repurchase Period: April 9, 2025 to June 6, 2025.
Repurchase Price: The average price of the shares repurchased by the Company this time is NT$49.46.
The repurchased shares of the Company have been duly cancelled, and the relevant change registration was completed on November 18, 2025.

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Proposals

Item 1, Subject: Proposal of 2025 Business Report and Financial Statements
(Proposed by Board of Directors)

Description:
(I) The Company’s 2025 Consolidated and Parent-Company Only Financial Statements: The balance sheet, statement of comprehensive income, statement of changes in equity and statement of cash flows were approved by the Board of Directors and audited by Chuang, Shu-Yuan, and Jackson Jwo, Certified Public Accountants/CPA, and a written audit report was issued and submitted to the Audit Committee for review and approval, together with the Business Report.
(II) For the 2025 Business Report, Certified Public Accountant/CPA’s Audit Report, and the aforementioned financial statements, please refer to the Attachment I on #page 8#, Attachment III on #page 14# and Attachment IV on #page 23#.

Resolution:

Item 2, Subject: Proposal of 2025 Earning Distribution
(Proposed by Board of Directors)

Description:
(I) On March 12, 2026, the Board of Directors resolved not to distribute the Company’s 2025 earnings, which were announced on the Market Observation Post System (MOPS).
(II) Please refer to the table below for 2025 Earnings Distribution.

King's Town Construction Co., Ltd. 京城建设

King's Town Construction Co., Ltd.

Table of 2025 Earnings Distribution

(In NT$)

Item	Amount
	Subtotal	Total
Unappropriated earnings at the beginning of the period		14,754,748,512
Net profit after tax in the current period	628,677,578
Add: Other comprehensive income, before tax, actuarial gains on defined benefit plans	785,838
Less: Income tax expense (gain) related to titles not subject to reclassification	157,168
Total comprehensive income		629,306,248
Cancellation of treasury stock debited to retained earnings		(155,539,617)
Allowance items
Legal reserve appropriated		(62,930,625)
Distributable earnings		15,165,584,518
Distribution items
Distribution of cash dividends	0	NT$0 per share
Distribution of stock dividends	0	NT$0 per share
Total distribution items		0
Unappropriated earnings at the end of the period		15,165,584,518

Responsible person:
Manager:
Accounting Officer:

Resolution:

King's Town Construction Co., Ltd. 京城建设

Election Matters

Subject: Comprehensive Director Election

(Proposed by Board of Directors)

Description:

(I) The term of the current director of the Company expires on June 27, 2026, and we will coincide with this annual shareholders’ meeting to conduct a comprehensive election.

(II) According to Article 16 of the Company’s articles of association, the election of directors adopts a candidate nomination system. There are 8 directors (including 4 independent directors) to be elected this time. Please refer to Attachment V on page 32 of this handbook for the list of director candidates.

(III) The term of the newly appointed directors and independent directors is three years, starting from June 26, 2026 and ending on June 25, 2029. The term of the original directors shall expire upon the completion of this annual shareholders’ meeting.

(IV) For the Rules for Election of Directors, please refer to Attachment III on page 44 of this handbook.

Election results:

King’s Town Construction Co., Ltd. 京城建设

8 King's Town Construction Co., Ltd. 家城建設

Other Matters

Subject: Lifting the Non-Competition Restriction on Newly Appointed Directors and Their Representatives

(Proposed by Board of Directors)

Description:

(I) According to Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

(II) In order to leverage the expertise and relevant experience of the Company's directors, we propose to request the approval from the annual shareholders' meeting to lift the non-competition restrictions on directors and their representatives elected at the 2026 annual shareholders' meeting.

(III) The details of the proposed lifting of non-competition restrictions on the newly appointed directors are as follows:

Name	Holding Concurrent Positions
Tianye Investment Co., Ltd. Representative: Tsai, Tien-Tsan	CGS International, Inc. Director King's Town Construction Co., Ltd. Chairman (Legal Representative), Baohong Construction Co., Ltd. Supervisor
Tianye Investment Co., Ltd. Representative: Meiyun S. Tsai	Chairman of Tiangang Investment Co., Ltd., Director of Fuko Investment Co., Ltd., Chairman of Ching-Tsang Grand Hotel Co., Ltd.
Tianye Investment Co., Ltd. Representative: Li, Shih-Hsiung	Chieh Chih Construction Co., Ltd. Director (Legal Representative)
Tianye Investment Co., Ltd. Representative: Chen, Chin-Hsing	Kingtown & Construction Co., Ltd. Director, Nanjing Construction Co., Ltd. Director (Legal Representative), Tianye Investment Co., Ltd. Director, Xinrui Investment Co., Ltd. Director
Tianye Investment Co., Ltd.	King's Town Construction Co., Ltd. Supervisor

Resolution:

Extempore Motions

Adjournment

Chapter 3. Attachments

Attachments 1. 2025 Business Report and Summary of 2026 Business Plan

In 2025, under the influence of government credit controls and a continued strong wait-and-see sentiment in the market, Taiwan's real estate market generally exhibited a pattern of reduced transaction volume and stable prices. Affected by the Central Bank's selective credit controls and tighter bank lending, investment demand has significantly cooled, market transaction volume has declined from 2024, homebuyers have become more conservative, and the overall housing market has gradually shifted from rapid price increases into consolidation and adjustment. However, supported by construction costs, land prices, and inflationary factors, housing prices still have a certain degree of support, and the market shows differentiation in individual case performance and regional development.

In recent years, the government has continued to promote various real estate-related policies, including selective credit controls, Housing Tax 2.0, a ban on the assignment and resale of pre-sale homes, and rental market reforms. The main purpose is to curb short-term speculation, improve market order, and enhance housing justice. Although the relevant policies have affected market transaction volume in the short term, they will help the real estate market return to a fundamentals-based development path in the long term.

In the international economy, U.S. interest rate policies and tariff measures continue to affect the global financial market, while geopolitical risks and regional conflicts have also increased variables. However, the rapid development of Artificial Intelligence (AI) industries has driven the continued expansion of the semiconductor and high-technology industry chain, while Taiwan's importance in the global technology supply chain has continued to rise, further strengthening industrial investment and population inflow momentum in southern Taiwan.

The long-term development prospects for Kaohsiung and Tainan remain favored by the market, as TSMC's plant expansion effects, investment in the technology industry, and the continued advancement of major public infrastructure projects continue to move forward. In particular, the areas surrounding the Kaohsiung Ciaotou Science Park, Nanzih Technology Industrial Park, Asia New Bay Area, and Tainan Science Park are expected to continue to have stable demand for residential and commercial building uses, which will help support the long term development of the regional real estate market.

King's Town Construction Co., Ltd. 家城建设

By the end of 2025, the total number of building transactions for the year reached 261,308, representing a 25.45% decrease from the 350,525 transactions in 2024. Among them, the total transaction volume in the six municipalities was 204,596 units, an annual decrease of 24.59%. The market in Kaohsiung exhibited a trend of relative weakness overall. In 2025, the number of building sales transfers in Kaohsiung City was 31,196 units, a decrease of approximately 31.05% compared to 2024, making it the weakest of the six municipalities. Kaohsiung, among the six special municipalities, features emerging technology industry clusters, major public infrastructure projects, and a continuing influx of population, and thus still has relatively stable demand; however, in some areas that saw larger price increases in the previous wave, the pace of price growth has significantly moderated.

Overall, Taiwan's housing market in 2025 has gradually shifted from broad-based price increases to a market characterized by product competition and regional selection. Projects with location advantages, transportation infrastructure, neighborhood amenities, and strong brand reputation are still more capable of maintaining sales stability. In Kaohsiung, affected by central credit controls and a cooling of market liquidity, real estate transaction volume has slowed significantly compared with previous years, and the market is gradually returning to being driven by end-user demand. However, benefiting from the long-term positive factors of semiconductor industry investment, such as high-tech supply chain development, development of the Asia New Bay Area, and rail construction, Kaohsiung's overall development prospects remain supported. In particular, the continued effects of TSMC's plant establishment in northern Kaohsiung have driven development in Nanzih, Ciaotou, Zuoying, and other districts, attracting population and industry and serving as an important force supporting the regional housing market.

Regarding the Company's project outlook in 2026, with no new projects being completed, excess housing is expected to be the primary sales driver and key source of revenue in 2026.

(Source of the above data: Directorate General of Budget, Accounting and Statistics of the Executive Yuan, Construction and Planning Agency of Minister of the Interior, Land Administration Bureau of Kaohsiung City Government)

The 2025 Business Report and Summary of 2026 Business Plan are as follows:

I. 2025 Business Results:

(I) Implementation Results of 2025 Business Plan:

In 2025, the Company's consolidated financial statements reported net operating revenue of NT$3,675,047 thousand, a decrease of NT$5,608,376 thousand compared to the net operating revenue of NT$9,283,423 thousand in 2024. The profit before tax was NT$801,141 thousand, with a pre-tax profit margin of 21.80%.

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(II) Implementation of Forecast:

The Company did not publicly disclose any financial forecasts for 2026 and therefore this analysis is not reported.

(III) Financial Position and Profitability Analysis:

Unit: NT$ thousand

Item			2025	2024	Rate of change (%)
Financial receipts and expenditures	Operating revenue		3,675,047	9,283,423	-60.41%
	Gross profit		1,679,117	4,177,968	-59.81%
	Operating income		1,158,155	3,460,655	-66.53%
	Finance costs		386,420	324,683	19.01%
	Profit or loss before tax		801,141	3,140,832	-74.49%
	Profit or loss after tax		628,678	2,831,693	-77.80%
	Total comprehensive income		629,307	2,832,878	-77.79%
Profitability	Return on assets (%)		2.32	7.91	-70.67%
	Return on equity (ROE) (%)		3.02	14.79	-79.58%
	As a % of paid-in capital	Operating income	31.65	93.68	-66.21%
		Income before tax	21.89	85.02	-74.25%
	Net profit margin (%)		17.11	30.50	-43.90%
	Earnings per share (NT$)		1.71	7.67	-77.71%

Financial receipts and expenditures

Due to investment in ongoing construction projects in 2025 decreasing significantly compared to 2024, inventories only increased slightly. However, operating revenue in 2025 decreased substantially compared to 2024, resulting in a slight net cash inflow from operating activities of NT$98,898 thousand, net cash outflow from investing activities of NT$512,474 thousand, net cash outflow from financing activities of NT$1,415,873 thousand, and total debt ratio decreased from 49.99% in 2024 to 47.30% in 2025. The interest expense amounted to NT$386,420 thousand in 2025, an increase of NT$61,737 thousand (+19.01%) compared to NT$324,683 thousand in 2024, mainly due to the increase in borrowing and rising interest rates.

King's Town Construction Co., Ltd. 京城建设

Profitability Analysis:

In 2025, the operating profit was NT$1,158,155 thousand, with an operating profit to paid-in capital ratio of 31.65%, a decrease of NT$2,302,500 thousand compared to NT$3,460,655 thousand in 2024. The net profit after tax was NT$628,678 thousand, with a net profit margin of 17.11%, a decrease of NT$2,203,015 thousand compared to NT$2,831,693 in 2024. The return on assets decreased by 70.67% compared to 2024, and the return on equity decreased by 79.58%.

(IV) Research and Development:

In land development, the Company has continued to uphold a specialized, proactive, and prudent development strategy, carefully evaluating areas with development potential, conducting market research, data analysis, and land consolidation and acquisition operations. In addition, a professional land development team, together with architects, deed specialists, and related consultants, promptly monitors and studies relevant laws and market trends in response to changes in the market environment and to enhance development efficiency. At present, Kaohsiung City and Tainan City remain the focal areas for land development.

In construction technology and residential quality, the Company has continued to enhance on-site management efficiency and construction quality, committing to developing high-value-added residential products to strengthen market competitiveness and improve product gross margin as well as brand reputation. At the same time, by optimizing the construction process and project management mechanisms, the construction period has been appropriately shortened to reduce the impact of rising raw material and construction costs. In addition, with respect to property management and residential services, cooperation with building management companies will continue to be strengthened to enhance community management quality and residents' living satisfaction.

II. Outline of 2026 Business Plan:

(I) Operating Guidelines:

The Company will adhere to the principle of prudent operations, maintain an appropriate and stable scale of project launches, and carefully assess market demand, regional development, as well as investment returns. The Company will select high-quality development land for individual projects to balance operational stability and risk control.
Continue to enhance project planning quality and product value-added, strengthening cost control and construction efficiency. By doing so, the Company aims to increase project gross margin and overall operational performance, further enhancing market competitiveness.

King's Town Construction Co., Ltd. 京城建设

The Company firmly believes that architecture is not merely a living space, but also an integral part of urban culture and the aesthetics of life. Upholding our commitment toward urban development, the Company strives to create high-quality works that combine architectural aesthetics, humanistic spirit, and urban character in mutual prosperity and development with the city.
In response to changes in mainstream market demand, the Company will continue to strengthen the planning of our core unit-size products that meet owner-occupier and replacement housing needs. Through these improvements, we aim to enhance product market acceptance and expand operating revenue and sales momentum.
Actively expand the areas targeted for project launches, carefully establish a presence in markets with growth potential, and continue to enhance brand value, market recognition, and overall operating scale through high-quality projects and accumulating brand reputation.

(II) Sales Volume Forecast and Basis:

The Company has not disclosed a financial forecast for 2026.

(III) Key Production and Distribution Policy:

Continue to integrate market information and regional development trends, proactively evaluate regions with strong growth potential and downside resilience, prudently advance land development and acquisition, and closely monitor changes in the land market and acquisition timing, in order to enhance land utilization efficiency, increase product value, and mitigate the impact of market cycles on the Company's operations.
Continue to develop high-quality residential products, strengthen building planning, construction quality, and product differentiation, and enhance the Company's product value and market competitiveness in response to market demand and consumer trends, while maintaining the long-term value of the products and the Company's brand reputation.
Strengthen after-sales services, maintenance management, and community management quality; foster positive interactions with residents; enhance customer satisfaction and property management value; and further strengthen the Company's brand image and market recognition.

III. Future Development Strategies:

(I) Continue to monitor investment in the high-tech industry and the development of industrial clusters, seizing opportunities arising from growth in demand for residential and commercial buildings in the relevant areas.

(II) Focus strategic deployment on land surrounding Kaohsiung Ciaotou Science Park, Nanzih Technology Industrial Park, the Kaohsiung University Special District, the Asia New Bay Area, and Tainan Science Park in order to seize future development opportunities.

King's Town Construction Co., Ltd. 家城建设

(III) In response to the industrial upgrading of southern Taiwan and demand for corporate relocations, we continue to remain optimistic about the long term development potential of the Kaohsiung and Tainan commercial building market.

IV. Effect of external competition, the legal environment, and the overall business environment:

(I) Impacts from External Competition

The Company's primary project development area is centered in the Greater Kaohsiung Area gradually expanding into Tainan. With brand recognition product planning capabilities and land development experience built through years of deep cultivation in the southern Taiwan market, the Company maintains considerable competitive advantages in its principal project development areas. Although competition in the overall real estate market continues to exist, the Company will continue to strengthen product positioning, construction quality, and brand value to enhance market competitiveness and maintain stable operating results.

(II) Impact of Regulatory Environment

In recent years, the government has continued to promote various policies for the comprehensive development of the real estate market. These policies include selective credit controls, adjustments to the house tax system, the presale housing management regime, and relevant real estate transaction regulations. These measures have had a certain impact on short-term market transaction volume and investment demand. However, relevant policies have long supported the improvement of market order and the stable development of the real estate market. The Company will continue to closely monitor relevant regulatory and policy changes and, as appropriate, adjust product launch planning, product strategy, and sales pace in response to changes in the market environment.

(III) Impact of Overall Operation Environment

The global economy continues to be affected by factors such as international interest rate policies, geopolitical risks, and volatility in the financial markets. The overall operating environment remains uncertain. However, with the rapid development of Artificial Intelligence (AI) and the high-tech industry, Taiwan's semiconductor and technology supply chain continues to expand. In addition, major public infrastructure projects and industrial investment in southern Taiwan are being advanced one after another, providing long-term support for population, employment, and housing demand in Kaohsiung and Tainan. The Company will continue to adhere to prudent management principles, respond cautiously to market changes, and enhance operational efficiency and product competitiveness.

King's Town Construction Co., Ltd. 家城建設

The Company will not have any new construction cases completed and sold in 2026.

As for the Company’s revenue for January through March, cumulative revenue amounted to NT$656,590 thousand, a substantial decrease of 65.32% from the same period last year. The main reason was that the Company is currently selling mostly large-unit remaining properties, for which the sell-through pace is inherently slow. In addition, the market has also been characterized by a strong wait-and-see sentiment, resulting in a significant decline in the Company’s revenue for January through March. In 2026, the Company will complete no new projects. This year’s revenue primarily depends on the sales of remaining units in “King Park,” “Museum of Modern Art,” “King’s Forest Fragrance,” and “New World.”

Looking ahead, the Kaohsiung real estate market is expected to remain conservative in overall transaction volume in the short term, as it is affected by government credit controls, tighter mortgage lending, and a wait-and-see market atmosphere; however, driven by continued industrial investment and major construction projects, its medium to long-term development still has growth potential. Population inflow, employment opportunities, and housing demand are expected to continue increasing as the semiconductor and high-tech industry chain continues to strengthen its positioning, and as the Asia New Bay Area, MRT network, and public infrastructure are gradually implemented. The market will gradually shift from broad-based price increases to competition based on product quality, locational advantages, and brand value. Developers with regional development advantages and strong brand reputations will still be able to maintain steady growth. We hope the above report will be supported by our shareholders.

Wish you

good health and all the best.

Chairman and General Manager: Tsai, Tien-Tsan

King's Town Construction Co., Ltd. 京城建设

Attachments 2. Audit Committee’s Review on the 2025 Financial Statements

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements and Proposal for Earnings Appropriation, among which the Financial Statements have been audited by Certified Public Accountant/CPA from ShineWing, Taiwan, by whom an audit report has been issued accordingly. The Business Report, Financial Statements and the proposed profit distribution have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

2026 Annual Shareholders’ Meeting

King’s Town Construction Co., Ltd.
Convener of the Audit Committee: Ming-Te Chang

March 12, 2026

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17
King's Town Construction Co., Ltd. 京城建设

Attachments 3. 2025 Annual Consolidated CPA Report and Financial Statements

Independent Auditors’ Report

March 12, 2026

(2026) ShineWing Taiwan Audit Report No. 007

To: King’s Town Construction Co., Ltd.

Audit Opinion

We have audited the accompanying consolidated balance sheet of King’s Town Construction Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in shareholders equity, cash flows for the years then ended, and notes of the consolidated financial statements (including a summary of significant accounting policies).

In our opinion, based on our audits and other auditors’ reports (please refer to the Other Matters section), the Consolidated Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have reasonably expressed the consolidated financial conditions of King’s Town Construction Co., Ltd. and its subsidiaries as of December 31, 2025 and 2024, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2025 and 2024.

Basis for Opinions

We conducted our audits in accordance with the Regulation Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We are independent of King’s Town Construction Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of King’s Town Construction Co., Ltd. and its subsidiaries for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Consolidated Financial Statements of King’s Town Construction Co., Ltd. and its subsidiaries for the year ended December 31, 2025 are stated as follows:

Inventory Evaluation

Refer to Note IV(X) to the consolidated financial statements for accounting policies regarding inventory valuation; Note V(I) for the uncertainty of accounting estimates and assumptions regarding inventory valuation; and Note VI(VI) for details of inventory accounting subjects.

The inventories of King’s Town Construction Co., Ltd. and its subsidiaries are material to the Consolidated Balance Sheet. Inventories are evaluated in accordance with IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Inventories include properties held for sale, land, projects under development, construction sites, and prepaid land payments, and are stated at the lower of cost or net realizable value. An incorrect assessment of the net realizable value may result in a misrepresentation in the financial statements. Therefore, we have identified inventory evaluation as one of the key audit matters for the year.

Our auditing procedures include, but are not limited to, considering the impact of changes in external market factors on the sales prices. The properties held for sale are evaluated based on the comparison with recent nearby transaction conditions or the contract prices of sales made recently by King’s Town Construction Co., Ltd. Due to the high uncertainty of future input costs and the difficulty in obtaining comparable sales prices for lands and projects under construction, an investment return analysis form for each case is sampled and selected for review and compared with market conditions to assess if the net realizable value is reasonable. With regard to construction sites, they are entrusted with the appraisal reports provided by the external real estate appraiser to understand and inquire about the valuation method, and test the input values of multiple indicators used in the appraisal report, and whether the disclosure of the relevant information is appropriate. It also confirms the time point at which the expert completes the conclusion of the work, and considers whether there are changes in economic conditions that may affect conclusions after the period. In addition, selective observations of the inventory count are performed at the end of the period, and the accuracy of inventory cost amounts is tested on a sample basis.

King's Town Construction Co., Ltd. 家城建设

Recognition of Revenue from the Sale of Real Estate

Refer to Note IV(XVIII) for the accounting policies on revenue and cost recognition and Note VI(XXII) to the parent company only financial statements for the details of revenue recognition.

Revenue from the sale of real estate in the construction industry is recognized when the transfer of title to the real estate is completed and the actual delivery of the real estate is made. The appropriateness of the timing of revenue recognition is material to the financial statements as a whole. Since there are many parties involved in the sale of real estate, and considering that many people are involved in the interdepartmental aggregation and transmission of transfer and delivery information and that there may be gaps in the periods, we have recognized the revenue from the sale of real estate of King’s Town Construction Co., Ltd. and its subsidiaries as one of the key audit matters for the year.

We conducted our audits to test the effectiveness of the design and implementation of internal control systems over the revenue and collection processes of King’s Town Construction Co. Ltd. and its subsidiaries. We also reviewed the appropriateness of the vesting period of the proceeds from the sale of real estates for the period immediately preceding and following the period end date to ensure that the proceeds from the sale of premises Revenue the criteria for revenue recognition.

Other Matters - Parent Company Only Financial Statements

King’s Town Construction Co. Ltd. has also compiled Individual Financial Statements for 2025 and 2024, and they have also received an unqualified audit opinion from our CPA for your reference.

Other Matters - Adoption of Other Independent Accountants

The financial reports for some of the investees listed in King’s Town Construction Co. Ltd. and its subsidiaries’ Consolidated Financial Statements pursuant to the equity method have not been audited by this CPA and were inspected by other CPAs. Therefore, the opinions on the consolidated financial statements listed above concerning the amounts listed for investments accounted for using the equity method are based on the audit reports of the other CPAs. As of December 31, 2025, and December 31, 2024, the investment amounts in the aforementioned company, using the equity method, were NT$15,226 thousand and NT$15,872 thousand, respectively, accounting for 0.04% of total consolidated assets. For the periods from January 1 to December 31, 2025 and 2024, the recognized shares of comprehensive income (loss) for the aforementioned associates, using the equity method, were NT$2,976 thousand and NT$4,024 thousand, respectively, representing 0.47% and 0.14% of the total consolidated comprehensive income (loss).

19 King's Town Construction Co., Ltd. 家城建设

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

The Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed and issued by the Financial Supervisory Commission, and for such internal control as the management determines is necessary to enable the preparation of the consolidated financial statements to be free from significant misstatement whether due to fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the ability of King's Town Construction Co. Ltd. and its subsidiaries as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate King's Town Construction Co. Ltd. and its subsidiaries or to create operations, or has no realistic alternative but to do so.

The governance unit of King's Town Construction Co. Ltd. and its subsidiaries (including the Audit Committee or supervisors) is responsible for supervising the financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. If fraud or errors are considered significant, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

King's Town Construction Co., Ltd. 家城建设

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in King's Town Construction Co., Ltd. and its subsidiaries.
Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management.
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and based on the audit evidence obtained, whether a significant uncertainty exists related to events or conditions that may cast significant doubt on King's Town Construction Co., Ltd. and its subsidiaries and its ability to continue as a going concern. If we conclude that a significant uncertainty exists, we are required to draw attention in auditor's report to the related disclosures in the consolidated financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause King's Town Bank Co., Ltd. and its subsidiaries to cease to continue as a going concern.
Evaluate the overall expression, structure, and content of the consolidated financial statements (including related notes) and whether the consolidated financial statements include the relevant transactions and events expressed adequately.
Obtain sufficient and appropriate audit evidence for the consolidated financial information of the Group and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and implementing of the group audit. We remain solely responsible for our opinion.

We communicate the following events with the governance unit, including the planned scope and audit time, as well as major audit findings (including significant deficiencies of internal control identified during the audit process).

We also provide a statement to the governance unit that the personnel of the CPA Firm who are subject to the regulation of independence are indeed complying with the independence requirements in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China. Also, they communicate to the governance unit all relationships and matters (including related protective measures) that may be considered as affecting our independence.

King's Town Construction Co., Ltd. 家城建设

We use the matters communicated with the governance unit to decide the Key Audit Matters for the audit of the 2025 consolidated financial statements of King's Town Construction Co., Ltd., and its subsidiaries. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

ShineWing Taiwan

CPA: Chuang, Shu-Yuan

Financial Supervisory Commission Approval No.

FSC Letter Jin-Guan-Zheng-Shen No. 1070345892

CPA: Jackson Jwo

Financial Supervisory Commission Approval No.

FSC Letter Jin-Guan-Zheng-Shen No. 1070345892

King's Town Construction Co., Ltd. 京城建设

King's Town Construction Co., Ltd.
Consolidated Balance Sheets
December 31, 2025 and 2024

Unit: NT$ thousands

Assets	Note	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
11XX	Current assets
1100	Cash and cash equivalents	VI.(I)	$1,170,796	2.94	$3,000,245	7.30
1136	Financial assets at amortized cost - current	VI.(III)	500,000	1.25	0	0.00
1150	Net notes receivable	VI.(IV)	0	0.00	20,200	0.05
1170	Net trade receivables	VI.(IV)	24,328	0.06	6,463	0.01
1180	Net trade receivables - related parties	VI.(IV), VII	14	0.00	7	0.00
1200	Other receivables	VI.(V)	5,953	0.01	8,140	0.02
1210	Other receivables - related parties	VI.(V), VII	94	0.00	144	0.00
1220	Current tax assets		156	0.00	78	0.00
1320	Inventories	VI.(VI), VIII	36,512,976	91.51	36,467,608	88.70
1410	Prepayments	VI.(VII)	799,498	2.01	714,088	1.74
1470	Other current assets	VI.(VIII)	9,568	0.03	9,548	0.02
1476	Other financial assets - current	VI.(IX), VIII	33,292	0.08	33,373	0.08
11XX	Total current assets		$39,056,675	97.89	$40,259,894	97.92
15XX	Non-current assets
1510	Financial assets at fair value through profit and loss	VI.(II)	$0	0.00	$82	0.00
1550	Investments accounted for using the equity method	VI.(X)	15,226	0.04	15,872	0.04
1600	Property, plant, and equipment	VI.(XI)	492,355	1.23	543,699	1.32
1755	Net right-of-use assets	VI.(XII)	75,528	0.19	65,260	0.16
1780	Intangible assets	VI.(XIII)	147,226	0.37	151,716	0.37
1840	Deferred tax assets	VI.(XXIX)	76,889	0.19	40,236	0.10
1920	Refundable deposits	VIII	36,106	0.09	38,337	0.09
15xx	Total non-current assets		$843,330	2.11	$855,202	2.08
1xxx	Total assets		$39,900,005	100.00	$41,115,096	100.00

(Continued)

King's Town Construction Co., Ltd. 京城建設

King's Town Construction Co., Ltd.
Consolidated Balance Sheets
December 31, 2025 and 2024

Unit: NT$ thousands

Liabilities and equity	Note	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
21XX	Current liabilities
2100	Short-term borrowings	VI.(XIV) VII, VIII	$2,745,325	6.88	$2,636,475	6.41
2110	Short-term bills payable	VI.(XIV) VII, VIII	4,515,074	11.32	4,445,526	10.81
2130	Contract liabilities - current	VI.(XXII), VII	365,207	0.92	726,803	1.77
2150	Notes payable		47,491	0.12	68,519	0.17
2160	Notes payable - related parties	VII	160,048	0.40	236,893	0.58
2170	Trade payables		226,998	0.57	27,007	0.07
2180	Trade payables - related parties	VII	0	0.00	188,314	0.46
2200	Other payables		62,817	0.16	161,484	0.39
2220	Other payables - related parties	VII	40	0.00	1,200	0.00
2230	Current tax liabilities		400,672	1.00	267,109	0.65
2250	Provisions - current	VI.(XV)	44,469	0.11	47,062	0.11
2280	Lease liabilities - current	VI.(XVIII)	1,566	0.00	1,305	0.00
2322	Long-term borrowings due within one operating cycle	VI.(XVII), VII, VIII	5,694,610	14.27	674,695	1.64
2335	Collection	VI.(XVI)	15,940	0.04	73,210	0.18
21XX	Total current liabilities		$14,280,257	35.79	$9,555,602	23.24
25XX	Non-current liabilities
2540	Long-term borrowings	VI.(XVII), VII, VIII	$4,494,139	11.26	$10,913,456	26.54
2580	Lease liabilities - non-current	VI.(XVIII)	77,154	0.19	66,708	0.16
2640	Net defined benefit liabilities - non-current	VI.(XXVII)	13,502	0.04	14,293	0.04
2645	Deposits received	VII	8,508	0.02	4,144	0.01
25xx	Total non-current liabilities		$4,593,303	11.51	$10,998,601	26.75
2XXX	Total liabilities		$18,873,560	47.30	$20,554,203	49.99
3XXX	Equity
3110	Share capital - ordinary shares	VI.(XIX)	$3,659,835	9.17	$3,694,196	8.99
3211	Capital surplus - premium on ordinary shares	VI.(XX)	34,228	0.09	8,082	0.02
3300	Retained earnings
3310	Legal reserve	VI.(XXI)	2,103,866	5.27	1,820,578	4.43
3350	Unappropriated earnings	VI.(XXI)	15,228,516	38.17	15,038,037	36.57
3300	Total retained earnings		$17,332,382	43.44	$16,858,615	41.00
3XXX	Total equity		$21,026,445	52.70	$20,560,893	50.01
	Total liabilities and equity		$39,900,005	100.00	$41,115,096	100.00

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.
Representative: Tsai, Tien-Tsan
Manager: Tsai, Tien-Tsan
Accounting Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. 京城建设

King's Town Construction Co., Ltd.
Consolidated Statements of Comprehensive Income
From January 1 to December 31, 2025 and 2024

Unit: NT$ thousands

Code	Account titles	Note	2025		2024
			Amount	%	Amount	%
4000	Operating revenue
4100	Net sales	VI.(XXII)	$3,675,047	100.00	$9,283,423	100.00
5000	Operating costs		1,995,930	54.31	5,105,455	55.00
5900	Gross profit		$1,679,117	45.69	$4,177,968	45.00
6000	Operating expenses	VI.(XXX)
6100	Selling and marketing expenses		378,360	10.30	523,903	5.64
6200	General and administrative expenses		142,602	3.88	193,410	2.08
6000	Total operating expenses		$520,962	14.18	$717,313	7.72
6900	Operating income		$1,158,155	31.51	$3,460,655	37.28
7000	Non-operating income and expenses
7100	Interest income	VI.(XXIII)	$24,911	0.68	$7,537	0.08
7010	Other income	VI.(XXIV)	1,974	0.05	2,975	0.03
7020	Other gains and losses	VI.(XXV)	(455)	(0.01)	(9,676)	(0.10)
7050	Finance costs	VI.(XXVI)	(386,420)	(10.51)	(324,683)	(3.50)
7060	Share of profit or loss of associates and joint ventures accounted for using the equity method	VI.(X)	2,976	0.08	4,024	0.04
7000	Total non-operating income and expenses		($357,014)	(9.71)	($319,823)	(3.45)
7900	Income before tax		$801,141	21.80	$3,140,832	33.83
7950	Income tax expense	VI.(XXIX)	172,463	4.69	309,139	3.33
8200	Current net income		$628,678	17.11	$2,831,693	30.50
8300	Other comprehensive income
8310	Items not reclassified to profit or loss
8311	Remeasurements of defined benefit plans	VI.(XXVII)	$786	0.02	$1,481	0.02
8349	Incomes tax expense (gain) related to titles not subject to reclassification	VI.(XXIX)	157	0.00	296	0.00
8300	Other comprehensive income (net)		$629	0.02	$1,185	0.02
8500	Total comprehensive income		$629,307	17.13	$2,832,878	30.52
9750	Basic earnings per share (NT$)	VI.(XXXI)	$1.71		$7.67
9850	Diluted earnings per share (NT$)	VI.(XXXI)	$1.71		$7.66

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.
Representative: Tsai, Tien-Tsan
Manager: Tsai, Tien-Tsan
Accounting Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. 京城建设

King's Town Construction Co., Ltd.
Consolidated Statements of Changes in Equity
From January 1 to December 31, 2025 and 2024

Unit: NT$ thousands

Code	Account name	Share capital	Capital surplus	Retained earnings			Treasury shares	Total equity
				Legal reserve	Unappropriated earnings	Total
A1	Balance as of January 1, 2024	$3,694,196	$8,082	$1,776,451	$12,249,286	$14,025,737	$0	$17,728,015
	Allocation and distribution of earnings in 2023
B1	Legal reserve			44,127	(44,127)	0		0
D1	Net income in 2024				2,831,693	2,831,693		2,831,693
D3	Other comprehensive income in 2024				1,185	1,185		1,185
D5	Total comprehensive income in 2024				2,832,878	2,832,878	$0	$2,832,878
Z1	Balance as of December 31, 2024	$3,694,196	$8,082	$1,820,578	$15,038,037	$16,858,615	$0	$20,560,893
A1	Balance as of January 1, 2025	$3,694,196	$8,082	$1,820,578	$15,038,037	$16,858,615	$0	$20,560,893
	Allocation and distribution of earnings in 2024
B1	Legal reserve			283,288	(283,288)	0		0
N1	Equity-based compensation transactions - employee compensation capital increase	5,209	26,516			0		31,725
D1	Net income in 2025				628,678	628,678		628,678
D3	Other comprehensive income in 2025				629	629		629
D5	Total comprehensive income in 2025				629,307	629,307	0	629,307
L1	Treasury stock repurchase						(195,480)	(195,480)
L3	Cancellation of treasury shares	(39,570)	(370)		(155,540)	(155,540)	195,480	0
Z1	Balance as of December 31, 2025	$3,659,835	$34,228	$2,103,866	$15,228,516	$17,332,382	$0	$21,026,445

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.
Representative: Tsai, Tien-Tsan
Manager: Tsai, Tien-Tsan
Accounting Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. 京畅建設

King's Town Construction Co., Ltd.
Consolidated Statements of Cash Flows
From January 1 to December 31, 2025 and 2024

Unit: NT$ thousands

Code		2025	2024
AAAA	Cash flow from operating activities:
A10000	Current year net profit before tax	$801,141	$3,140,832
A20000	Adjustment items:			A33000	Cash inflow (outflow) from operating activities	$534,905	$2,029,748
				A33100	Interest received	24,628	6,760
				A33200	Dividend received	537	350
A20010	Revenue, expense and loss that do not affect the cash flows:
A20100	Depreciation expenses and other operating expenses	$69,790	$71,067	A33300	Interest paid	(385,384)	(324,951)
A20200	Amortization expenses and other operating expenses	4,490	4,483	A33500	Income tax paid	(75,788)	(120,114)
A20300	Expected credit losses	0	49	AAAA	Net cash inflow (outflow) from operating activities	$98,898	$1,591,793
A20400	Net gain on financial assets at fair value through profit or loss	0	(1,107)
A20900	Interest expenses	386,420	324,683	BBBB	Cash flow from investing activities:
A21200	Interest income	(24,911)	(7,537)	B00040	Acquisition of financial assets at amortized cost	($6,151,406)	$0
A21300	Dividend income	(537)	(350)	B00050	Disposal of financial assets at amortized cost	5,651,406	0
A22300	Share of profit or loss of associates accounted for using the equity method	(2,976)	(4,024)	B00100	Acquisition of financial assets at fair value through profit or loss	0	(188,426)
A22500	Loss in disposal of property, plant, and equipment	424	8,977	B00200	Disposal of financial assets at fair value through profit or loss	82	189,533
A22600	Reclassification of property, plant, and equipment	1,643	3,186	B02700	Acquisition of property, plant, and equipment	(18,490)	(5,367)
A22800	Disposition of intangible asset losses	0	138	B03700	Increase in refundable deposits	(1,743)	(7,659)
A20010	Total revenue, expense and loss that do not affect the cash flows:	$434,343	$399,565	B03800	Decrease in refundable deposits	3,974	1,125
				B04500	Acquisition of intangible assets	0	(272)
A30000	Changes in operating assets and liabilities			B06500	Decrease in other financial assets	81	34,699
A31000	Net changes in operating assets			B07600	Cash dividends received from investments accounted for using the equity method	3,622	4,794
A31130	Decrease in notes receivable	$20,200	$16,476	BBBB	Net cash inflow (outflow) from investing activities	($512,474)	$28,427
A31150	(Increase) decrease in trade receivable	(17,872)	4,276
A31180	Decrease in other receivables	2,520	676	CCCC	Cash flows from financing activities:
A31200	Increase in inventories	(45,368)	(1,674,497)	C00100	Proceeds from short-term borrowing	$6,725,050	$17,000,125
A31230	Increase in prepayments	(85,410)	(258,026)	C00200	Repayments of short-term borrowings	(6,616,200)	(18,120,600)
A31240	(Increase) decrease in other current assets	(20)	98,800	C00500	Proceeds from short-term bills payable	16,164,600	16,717,200
A31000	Total net changes in operating assets	($125,950)	($1,812,295)	C00600	Repayments of short-term bills payable	(16,097,500)	(16,854,300)
				C01600	Proceeds from long-term borrowings	35,900	4,851,420
A32000	Net change in operating liabilities			C01700	Repayments of long-term borrowings	(1,435,302)	(2,845,006)
A32125	Increase (decrease) in contract liabilities - current	($361,596)	$18,953	C03000	Increase in deposits received	6,703	191
A32130	Gain (loss) in notes payable	(97,873)	66,613	C03100	Decrease in deposits received	(2,339)	(1,951)
A32150	Increase in trade payable	11,677	110,902	C04020	Repayment of the principal portion of lease	(1,305)	(1,282)
A32180	Increase (decrease) in other payables	(66,969)	90,005	C04800	Treasury shares repurchase cost	(195,480)	0
A32200	Increase (decrease) in provisions	(2,593)	1,574	CCCC	Net cash inflow (outflow) from financing activities	($1,415,873)	$745,797
A32230	Increase (decrease) in other current liabilities	(57,270)	16,582
A32240	Decrease in net defined benefit liabilities	(5)	(2,983)	EEEE	Increase (decrease) in current cash and cash equivalent	($1,829,449)	$2,366,017
A32000	Total net changes in operating liabilities	($574,629)	$301,646	E00100	Cash and cash equivalent at the beginning of the period	3,000,245	634,228
A30000	Total net changes in operating assets and liabilities	($700,579)	($1,510,649)	E00200	Cash and cash equivalent at the end of the period	$1,170,796	$3,000,245

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.
Representative: Tsai, Tien-Tsan
Manager: Tsai, Tien-Tsan
Accounting Officer: Liang, Su-Ying
King's Town Construction Co., Ltd. 李城建国

28 King's Town Construction Co., Ltd. 京城建設

Attachments 4. 2025 Annual Parent Company Only CPA Report and Financial Statements

Independent Auditors’ Report

March 12, 2026

(2026) ShineWing Taiwan Audit Report No. 006

To: King’s Town Construction Co., Ltd.

Audit Opinion

We have audited the accompanying Parent Company Only Balance Sheet of King’s Town Construction Co., Ltd. as of December 31, 2025 and 2024, and its Parent Company Only Statement of Comprehensive Income, Parent Company Only Statement of Changes in Equity, Parent Company Only Statement of Cash Flows and Notes to Parent Company Only Financial Statements (including a summary of significant accounting policies) for the periods from January 1 to December 31, 2025 and 2024.

In our opinion, the Parent Company Only Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, and are considered to have reasonably expressed the parent company only financial conditions of King’s Town Construction Co., Ltd. as of December 31, 2025 and 2024, as well as the parent company only financial performance and parent company only cash flows for the periods from January 1 to December 31, 2025 and 2024.

Basis for Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the Parent Company Only Financial Statements are free of material misstatement. We are independent of King’s Town Construction Co., Ltd. in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements of King’s Town Construction Co., Ltd. for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Parent Company Only Financial Statements of King’s Town Construction Co., Ltd. for the year ended December 31, 2025 are stated as follows:

Inventory Evaluation

Refer to Note IV(IX) to the Parent Company Only Financial Statements for accounting policies regarding inventory valuation; Note V(II) for the uncertainty of accounting estimates and assumptions regarding inventory valuation; and Note VI(V) for details of inventory accounting subjects.

The inventories of King’s Town Construction Co., Ltd. are material to the Parent Company Only Balance Sheet. Inventories are evaluated in accordance with IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Inventories include properties held for sale, land, projects under development, construction sites, and prepaid land payments, and are stated at the lower of cost or net realizable value. An incorrect assessment of the net realizable value may result in a misrepresentation in the financial statements. Therefore, we have identified inventory evaluation as one of the key audit matters for the year.

King's Town Construction Co., Ltd. 京城建设

Recognition of Revenue from the Sale of Real Estate

Refer to Note IV(XVIII) for the accounting policies on revenue and cost recognition and Note VI(XXIII) to the Parent Company Only Financial Statements for the details of revenue recognition.

Revenue from the sale of real estate in the construction industry is recognized when the transfer of title to the real estate is completed and the actual delivery of the real estate is made. The appropriateness of the timing of revenue recognition is material to the financial statements as a whole. Since there are many parties involved in the sale of real estate, and considering that many people are involved in the interdepartmental aggregation and transmission of transfer and delivery information and that there may be gaps in the periods, we have recognized the revenue from the sale of real estate of King's Town Construction Co., Ltd. as one of the key audit matters for the year.

The auditor has executed audit procedures that include testing the design and effectiveness of the internal control system related to the sales revenue and collection processes of King's Town Construction Co., Ltd. Additionally, the auditor has conducted sampling to review the sales contracts, the transfer dates specified in the land and property ownership certificates, and the dates on the customer-signed delivery receipt forms, comparing these with the recording dates. Furthermore, the auditor has assessed the appropriateness of the revenue recognition period for real estate sales transactions occurring before and after the fiscal year-end, ensuring that the sales revenue meets the criteria for revenue recognition.

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

The Management is responsible for the preparation and fair presentation of the Parent Company Only Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the Parent Company Only Financial Statements to be free from significant misstatement whether due to fraud or error.

In preparing the Parent Company Only Financial Statements, the management is responsible for assessing the ability of King's Town Construction Co. Ltd. as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate King's Town Construction Co. Ltd. or to create operations, or has no realistic alternative but to do so.

The governance unit of King's Town Construction Co. Ltd. (including the Audit Committee or supervisors) is responsible for supervising the financial reporting process.

King's Town Construction Co., Ltd. 东城建设

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

Our objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Identify and assess the risks of material misstatement of the Parent Company Only Financial Statements, whether due to fraud or error, design, and perform audit procedures responsive risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a significant misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in King's Town Construction Co., Ltd.
Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management.
Conclude the appropriateness of the use of the going concern basis of accounting by the management, and based on the audit evidence obtained, whether a significant uncertainty exists related to events or conditions that may cast significant doubt on King's Town Construction Co., Ltd. and its ability to continue as a going concern. If we conclude that a significant uncertainty exists, we are required to draw attention in auditor's report to the related disclosures in the Parent Company Only Financial Statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause King's Town Bank Co., Ltd. to cease to continue as a going concern.

King's Town Construction Co., Ltd. 京城建设

Evaluate the overall expression, structure, and content of the Parent Company Only Financial Statements (including related notes) and whether the Parent Company Only Financial Statements include the relevant transactions and events expressed adequately.
Obtain sufficient and appropriate audit evidence for the parent company only financial information of the King's Town Construction Co. Ltd. to express an opinion on the Parent Company Only Financial Statements. We are responsible for guiding, supervising, and implementing of the audit. We remain solely responsible for forming the audit opinion of King's Town Construction Co., Ltd.

We communicated matters with the governing body, including the planned scope and timing of the audit, as well as the material audit findings (including material deficiencies in internal control identified during our audit).

We also provide a statement to the governance unit that the personnel of the CPA Firm who are subject to the regulation of independence are indeed complying with the independence requirements in accordance with the Code of Professional Ethics. Also, they communicate to the governance unit all relationships and matters (including related protective measures) that may be considered as affecting our independence.

We use the matters communicated with the governance unit to decide the Key Audit Matters for the audit of the 2025 Parent Company Only Financial Statements of King's Town Construction Co., Ltd. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

ShineWing Taiwan
CPA: Chuang, Shu-Yuan

Financial Supervisory Commission Approval No.
FSC Letter Jin-Guan-Zheng-Shen No. 1070345892

CPA: Jackson Jwo

Financial Supervisory Commission Approval No.
FSC Letter Jin-Guan-Zheng-Shen No. 1070345892

King's Town Construction Co., Ltd. 京城建設

King's Town Construction Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2025 and 2024

Unit: NT$ thousands

Assets	Note	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
11XX	Current assets
1100	Cash and cash equivalents	VI.(I)	$1,052,713	2.64	$2,877,119	7.01
1136	Financial assets at amortized cost - current	VI.(III)	500,000	1.26	0	0.00
1150	Net notes receivable	VI.(IV)	0	0.00	20,200	0.05
1170	Net trade receivables	VI.(IV)	19,729	0.05	1,966	0.00
1200	Other receivables	VI.(V)	5,953	0.02	8,140	0.02
1210	Other receivables - related parties	VI.(V), VII	55	0.00	111	0.00
1320	Inventories	VI.(VI), VIII	36,508,992	91.65	36,463,012	88.83
1410	Prepayments	VI.(VII)	794,655	1.99	708,266	1.73
1470	Other current assets	VI.(VIII)	9,414	0.02	9,460	0.02
1476	Other financial assets - current	VI.(IX), VIII	19,416	0.05	19,324	0.05
11XX	Total current assets		$38,910,927	97.68	$40,107,598	97.71
15XX	Non-current assets
1510	Financial assets at fair value through profit and loss - non-current	VI.(II)	$0	0.00	$82	0.00
1550	Investments accounted for using the equity method	VI.(X)	129,680	0.32	133,531	0.32
1600	Property, plant, and equipment	VI.(XI)	16,527	0.04	12,218	0.03
1755	Net right-of-use assets	VI.(XII)	75,528	0.19	65,260	0.16
1760	Net investment properties	VI.(XIII) VII, VIII	444,927	1.12	502,729	1.22
1780	Intangible assets	VI.(XIV)	146,318	0.37	150,521	0.37
1840	Deferred tax assets	VI.(XXX)	76,889	0.19	40,236	0.10
1920	Refundable deposits	VIII	34,825	0.09	37,049	0.09
15xx	Total non-current assets		$924,694	2.32	$941,626	2.29
1xxx	Total assets		$39,835,621	100.00	$41,049,224	100.00

(Continued)

King's Town Construction Co., Ltd. 家城建設

King's Town Construction Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2025 and 2024

Unit: NT$ thousands

Liabilities and equity		Note	Amount	%	Amount	%
21XX	Current liabilities
2100	Short-term borrowings	VI.(XV), VII, VIII	$2,745,325	6.89	$2,636,475	6.42
2110	Short-term bills payable	VI.(XV), VII, VIII	4,515,074	11.34	4,445,526	10.83
2130	Contract liabilities - current	VI.(XXIII)	339,049	0.85	699,605	1.71
2150	Notes payable		47,491	0.12	68,519	0.17
2160	Notes payable - related parties	VII	160,048	0.40	236,893	0.58
2170	Trade payables		215,621	0.54	13,712	0.03
2180	Trade payables - related parties	VII	0	0.00	188,314	0.46
2200	Other payables		37,056	0.09	137,002	0.33
2220	Other payables - related parties	VII	24	0.00	1,377	0.00
2230	Current tax liabilities		400,672	1.01	267,109	0.65
2250	Provisions - current	VI.(XVI)	44,469	0.11	47,062	0.12
2280	Lease liabilities - current	VI.(XIX)	1,566	0.00	1,305	0.00
2322	Long-term borrowings due within one operating cycle	VI.(XVIII), VII, VIII	5,694,610	14.30	674,695	1.64
2335	Collection	VI.(XVII)	15,576	0.04	72,844	0.18
21XX	Total current liabilities		$14,216,581	35.69	$9,490,438	23.12
25XX	Non-current liabilities
2540	Long-term borrowings	VI.(XVIII), VII, VIII	$4,494,139	11.28	$10,913,456	26.59
2580	Lease liabilities - non-current	VI.(XIX)	77,154	0.19	66,708	0.16
2640	Net defined benefit liabilities - non-current	VI.(XXVIII)	13,502	0.04	14,293	0.03
2645	Deposits received		7,800	0.02	3,436	0.01
25xx	Total non-current liabilities		$4,592,595	11.53	$10,997,893	26.79
2XXX	Total liabilities		$18,809,176	47.22	$20,488,331	49.91
3XXX	Equity
3110	Share capital - ordinary shares	VI.(XX)	$3,659,835	9.19	$3,694,196	9.00
3211	Capital surplus - premium on ordinary shares	VI.(XXI)	34,228	0.08	8,082	0.02
3300	Retained earnings
3310	Legal reserve	VI.(XXII)	2,103,866	5.28	1,820,578	4.44
3350	Unappropriated earnings	VI.(XXII)	15,228,516	38.23	15,038,037	36.63
3300	Total retained earnings		$17,332,382	43.51	$16,858,615	41.07
3XXX	Total equity		$21,026,445	52.78	$20,560,893	50.09
	Total liabilities and equity		$39,835,621	100.00	$41,049,224	100.00

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.
Representative: Tsai, Tien-Tsan
Manager: Tsai, Tien-Tsan
Accountant Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. 京城建设

King's Town Construction Co., Ltd.
Parent Company Only Statements of Comprehensive Income
From January 1 to December 31, 2025 and 2024

Unit: NT$ thousands

Code	Account titles	Note	2025		2024
			Amount	%	Amount	%
4000	Operating revenue
4100	Net sales	VI.(XXIII).VII	$3,433,725	100.00	$9,042,155	100.00
5000	Operating costs		1,895,514	55.20	5,001,852	55.32
5900	Gross profit		$1,538,211	44.80	$4,040,303	44.68
6000	Operating expenses	VI.(XXXI)
6100	Selling and marketing expenses		254,433	7.41	397,633	4.40
6200	General and administrative expenses		119,374	3.48	169,664	1.87
6000	Total operating expenses		$373,807	10.89	$567,297	6.27
6900	Operating income		$1,164,404	33.91	$3,473,006	38.41
7000	Non-operating income and expenses
7100	Interest income	VI.(XXIV)	$24,072	0.70	$6,884	0.08
7010	Other income	VI.(XXV)	1,799	0.05	1,984	0.02
7020	Other gains and losses	VI.(XXVI)	(31)	0.00	(547)	0.00
7050	Finance costs	VI.(XXVII)	(385,252)	(11.22)	(323,494)	(3.58)
7070	Share of profit or loss of subsidiaries accounted for using the equity method	VI.(X)	(3,851)	(0.11)	(17,001)	(0.19)
7000	Total non-operating income and expenses		($363,263)	(10.58)	($332,174)	(3.67)
7900	Income before tax		$801,141	23.33	$3,140,832	34.74
7950	Income tax expense	VI.(XXX)	172,463	5.02	309,139	3.42
8200	Current net income		$628,678	18.31	$2,831,693	31.32
8300	Other comprehensive income
8310	Items not reclassified to profit or loss
8311	Remeasurements of defined benefit plans	VI.(XXVIII)	$786	0.02	$1,481	0.01
8349	Incomes tax expense related to titles not subject to reclassification	VI.(XXX)	157	0.00	296	0.00
8300	Other comprehensive income (after tax)		$629	0.02	$1,185	0.01
8500	Total comprehensive income		$629,307	18.33	$2,832,878	31.33
9750	Basic earnings per share (NT$)	VI.(XXXII)	$1.71		$7.67
9850	Diluted earnings per share (NT$)	VI.(XXXII)	$1.71		$7.66

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.
Representative: Tsai, Tien-Tsan
Manager: Tsai, Tien-Tsan
Accountant Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. 东城建设

King's Town Construction Co., Ltd.
Parent Company Only Statements of Changes in Equity
From January 1 to December 31, 2025 and 2024
Unit: NT$ thousands

| Code | Account name
Summary | Share capital | Capital surplus | Retained earnings | | | Treasury shares | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Legal reserve | Unappropriated earnings | Total | | |
| A1 | Balance as of January 1, 2024
Allocation and distribution of earnings in 2023 | $3,694,196 | $8,082 | $1,776,451 | $12,249,286 | 14,025,737 | $0 | $17,728,015 |
| B1 | Legal reserve | | | 44,127 | (44,127) | 0 | | 0 |
| D1 | Net income in 2024 | | | | 2,831,693 | 2,831,693 | | 2,831,693 |
| D3 | Other comprehensive income in 2024 | | | | 1,185 | 1,185 | | 1,185 |
| D5 | Total comprehensive income in 2024 | | | | 2,832,878 | 2,832,878 | 0 | 2,832,878 |
| Z1 | Balance as of December 31, 2024 | $3,694,196 | $8,082 | $1,820,578 | $15,038,037 | $16,858,615 | $0 | $20,560,893 |
| A1 | Balance as of January 1, 2025
Allocation and distribution of earnings in 2024 | $3,694,196 | $8,082 | $1,820,578 | $15,038,037 | $16,858,615 | $0 | $20,560,893 |
| B1 | Legal reserve | | | 283,288 | (283,288) | 0 | | 0 |
| N1 | Equity-based compensation transactions
- employee compensation capital increase | 5,209 | 26,516 | | | 0 | | 31,725 |
| D1 | Net income in 2025 | | | | 628,678 | 628,678 | | 628,678 |
| D3 | Other comprehensive income in 2025 | | | | 629 | 629 | | 629 |
| D5 | Total comprehensive income in 2025 | | | | 629,307 | 629,307 | 0 | 629,307 |
| L1 | Treasury stock repurchase | | | | | | (195,480) | (195,480) |
| L3 | Cancellation of treasury shares | (39,570) | (370) | | (155,540) | (155,540) | 195,480 | 0 |
| Z1 | Balance as of December 31, 2025 | $3,659,835 | $34,228 | $2,103,866 | $15,228,516 | $17,332,382 | $0 | $21,026,445 |

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.
Representative: Tsai, Tien-Tsan
Manager: Tsai, Tien-Tsan
Accountant Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. 东城建设

King's Town Construction Co., Ltd. and subsidiaries

Parent Company Only Statement of Cash Flows

From January 1 to December 31, 2025 and 2024

Unit: NT$ thousands

Code	2025	2024
AAAA Cash flow from operating activities:
A10000 Current year net profit before tax	$801,141	$3,140,832	BBBB	Cash flow from investing activities:
A20000 Adjustment items:			B00040	Financial assets at amortized cost	($6,151,406)	$0
A20010 Revenue, expense and loss that do not affect the cash flows:			B00050	Financial assets at amortized cost	5,651,406	0
A20100 Depreciation expenses and other operating expenses	$65,446	$66,673	B00100	Acquisition of financial assets at fair value through profit or loss	0	(188,426)
A20200 Amortization expenses and other operating expenses	4,203	4,194	B00200	Disposal of financial assets at fair value through profit or loss	82	189,533
A20300 Expected credit losses	0	49	B01800	Acquisition of investment accounted for using the equity method	0	(30,000)
A20400 Net gain on financial assets at fair value through profit or loss	0	(1,107)	B02700	Acquisition of property, plant, and equipment	(10,209)	0
A20900 Interest expenses	385,252	323,494	B03700	Increase in refundable deposits	(1,743)	(7,535)
A21200 Interest income	(24,072)	(6,884)	B03800	Decrease in refundable deposits	3,967	1,105
A21300 Dividend income	(537)	(350)	B04500	Acquisition of intangible assets	0	(272)
A22300 Share of profit or loss of subsidiaries accounted for using the equity method	3,851	17,001	B06500	(Increase) decrease in other financial assets - current	(92)	34,688
A20010 Total revenue, expense and loss that do not affect the cash flows:	$434,143	$403,070	BBBB	Net cash outflow from investing activities	($507,995)	($907)
A30000 Changes in operating assets and liabilities
A31000 Net changes in operating assets
A31130 Decrease (increase) in notes receivable	$20,200	$16,476
A31150 (Increase) decrease in trade receivable	(17,763)	485		Cash flows from financing activities:
A31180 Decrease (increase) in other receivables	2,526	631	CCCC	Proceeds from short-term borrowing	$6,725,050	$17,000,125
A31200 Increase in inventories	(45,980)	(1,674,200)	C00100	Repayments of short-term borrowings	(6,616,200)	(18,120,600)
A31230 Increase in prepayments	(86,389)	(258,930)	C00200	Proceeds from short-term bills payable	16,164,600	16,717,200
A31240 Decrease in other current assets	46	98,823	C00500	Repayments of short-term bills payable	(16,097,500)	(16,854,300)
A31000 Total net changes in operating assets	($127,360)	($1,816,715)	C00600	Proceeds from long-term borrowings	35,900	4,851,420
A32000 Net change in operating liabilities			C01600	Repayments of long-term borrowings	(1,435,302)	(2,845,006)
A32125 Increase (decrease) in contract liabilities - current	($360,556)	$19,791	C01700	Increase in deposits received	6,703	191
A32130 Gain (loss) in notes payable	(97,873)	66,613	C03000	Decrease in deposits received	(2,339)	(1,951)
A32150 Increase in trade payable	13,595	113,622	C04020	Repayment of the principal portion of lease	(1,305)	(1,282)
A32180 Increase (decrease) in other payables	(68,162)	94,869	C04800	Treasury stock repurchase cost	(195,480)	0
A32200 Increase (decrease) in provisions	(2,593)	1,574	CCCC	Net cash inflow (outflow) from financing activities	($1,415,873)	$745,797
A32230 Increase (decrease) in other current liabilities	(57,268)	18,077
A32240 Decrease in net defined benefit liabilities	(5)	(2,983)
A32000 Total net changes in operating liabilities	($572,862)	$311,563
A33000 Cash inflow from operating activities	$535,062	$2,038,750	EEEE	Increase (decrease) in current cash and cash equivalent	($1,824,406)	$2,346,276
A33100 Interest received	23,789	6,106	E00100	Cash and cash equivalent at the beginning of the period	2,877,119	530,843
A33200 Dividend received	537	350	E00200	Cash and cash equivalent at the end of the period	$1,052,713	$2,877,119
A33300 Interest paid	(384,216)	(323,762)
A33500 Income tax paid	(75,710)	(120,058)
AAAA Net cash inflow from operating activities	$99,462	$1,601,386

(Please refer to the accompanying notes in the financial report)

Chairperson: Tianye Investment Co., Ltd.

Representative: Tsai, Tien-Tsan

Manager: Tsai, Tien-Tsan

Accountant Officer: Liang, Su-Ying

King's Town Construction Co., Ltd. 家城建設

Attachments 5. List of candidates for Directors

Designation	Name	Academic background	Experiences	Current Position	Amount of shares held (Unit: share)	Representative of government or juridical entity
Director	Tsai, Tien-Tsan	National Sinying Senior High School	King's Town Construction Chairman	King's Town Construction Chairman	49,652,072	Tian Lai Investment Co., Ltd.
Director	Meiyun S. Tsai	Senior high school	King's Town Construction Director	King's Town Construction Director	49,652,072	Tian Lai Investment Co., Ltd.
Director	Shih-Hsiung Li	Bachelor of Architecture, Chinese Culture University	Chieh Chih Construction Co., Ltd. Vice President King's Town Bank Director	Chieh Chih Construction Co., Ltd. Vice President Chieh Chih Construction Co., Ltd. Director	49,652,072	Tian Lai Investment Co., Ltd.
Director	Chin-Hsing Chen	Some College	King's Town Construction Vice President	King's Town Construction Vice President	49,652,072	Tian Lai Investment Co., Ltd.
Independent Director	Chung-Chang Tsai	Master of Public Administration, University of Southern California	Ming Da High School Principal; Shih Hsin University Lecturer National Open University Lecturer	Ming Da High School Principal R.O.C. Private Education Association Standing Supervisor Shen Shui Te Weng Cultural and Educational Foundation Director	0	None
Independent Director	Chin-Yu Chiu	Master of Management and Research, Shu-Te University	Hong Hsin Hardware Co. Responsible person Senior Assessor of China Vocational Assessment China Level 1 Enterprise Trainer	Tian Shui Lan Complete Aesthetics Founder	0	None
Independent Director	Yi-Chen Yu	National Kaohsiung First University of Science and Technology Master of Finance	Bank of Kaohsiung Vice President	IBF Securities Director	0	None
Independent Director	Jung-Ho, Chung	National Sun Yat-sen University Executive Master of Business Administration	Home Points Group VITAL Advertising	Home Points Group Chairman VITAL Advertising President	0	None

King's Town Construction Co., Ltd. 京城建設

Chapter 4. Appendices

Appendix I.

King's Town Construction Co., Ltd.

Rules of Procedure for Shareholders' Meeting

Article I: The rules of procedure for shareholders' meeting of the Company shall follow these rules, unless otherwise stipulated by law or Articles of Association.

Article II: Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the Board of Directors.

Thirty days before the Company convenes a general shareholders' meeting or 15 days before an extraordinary shareholders' meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders' meeting agenda and upload them to the Market Observation Post System (MOPS). The Company shall also, 21 days prior to the convening of the Annual Shareholders' Meeting or 15 days prior to the convening of the Extraordinary Shareholders' Meeting, prepare electronic files of the manual for Shareholders' Meeting proceedings and the supplementary materials for the meeting and send these files to the Market Observation Post System. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing directors of the Company, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extempore motion. Its main content can be placed on the website designated by the competent securities authority or the Company; such a website shall be stated in the notice.

40
King's Town Construction Co., Ltd. 京城建設

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.

A shareholder holding 1% or more of the total number of issued shares may submit to the Company a written proposal for discussion at annual Shareholders' Meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. Shareholders may submit proposals to urge the Company to promote public interests or fulfill its social responsibilities. Only one matter shall be allowed in each proposal pursuant to Article 172-1 of the Company Act. Where a proposal contains more than one matter, such proposal would not be included in the agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are 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 regular shareholders meeting and take part in discussion of the proposal.

The Company shall, prior to preparing and delivering the notice of convening the Shareholders' Meeting, inform, by a notice, all the proposal submitting Shareholders of the proposal screening results, and shall list in the notice of convening the Shareholders' Meeting the proposals conforming to the requirements set out in this Article. At the shareholders' meeting, the Board of Directors shall specify the reasons for excluding any shareholders' proposals from the meeting agenda.

Article III:

A shareholder may appoint a proxy to attend a shareholders' meeting on his/her behalf by submitting a proxy form printed by the Company stating therein the scope of power authorized to the proxy.

A shareholder shall only submit one (1) proxy form, and appoint one (1) person as his/her proxy, which shall be delivered to the Company five days prior to the shareholders' meeting, and in the event of duplicate proxies, the first be delivered shall prevail. However, a declaration made to cancel the previous proxy appointment is not subject to the aforementioned rule.

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 before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article IV: A Shareholders' Meeting shall be held at a place where the Company is located or a place that is convenient for shareholders to attend and suitable for the convening of the Shareholders' Meeting. The meeting shall not commence earlier than 9:00 a.m. or later than 3:00 p.m., and the opinions of Independent Directors on the venue and time of the convening of the meeting shall be fully taken into consideration.

Article V: The Company shall specify in its shareholders' meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "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.

When the government or a legal person is a shareholder, its proxy present at the Shareholders' Meeting shall not be limited to one person. When a legal person is entrusted to attend the Shareholders' Meeting, only one proxy may be assigned to attend.

Article VI: If the shareholder's meeting is convened by the Board of Directors, then the Chairperson shall be acted upon by the Chairman. If the Chairman asks for leave or cannot execute his duty, vice Chairman comes for replacement. If there is no vice Chairman or the vice Chairman asks for leave or cannot execute his duty, the Chairman can designate one executive director as replacement; if there is no executive director, the Chairman can designate one director as replacement; if the Chairman does not designate, the executive director or director will recommend one as replacement.

If the above mentioned Chairperson is to be acted upon by executive director or director as replacement, it shall be an executive director or director working at the position for more than six months, and who has obtained full understanding of the financial status of the Company. It is the same case when the Chairperson is representative of legal person director.

It is advisable that shareholders meetings convened by the Board of Directors be chaired by the Chairperson of the Board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

King's Town Construction Co., Ltd. 京城建設

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article VII: The Company shall conduct continuous taping or video recording of the shareholders' report process, meeting process, voting and counting process.

The aforementioned audio-visual materials shall be kept for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the aforementioned recording shall be kept until the conclusion of the litigation.

Article VIII: The attendance at shareholders' meeting shall take shares as the calculation basis. The number of shares present shall be calculated by addition of the number of shares registered in the attendance list for sign-in or submitted sign-in card, and the number of shares exercising voting rights in writing or by electronic means.

The Chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, if no shareholders representing more than half of the total number of issued shares are present, the Chairman may announce a postponement of the meeting, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If there are still not enough Shareholders representing more than one-third of the total number of issued shares present after two rounds of postponement, the Chairman shall announce adjournment of the meeting.

If the quorum is still not present after two rounds of the postponement as stipulated in the foregoing but Shareholders representing more than one-third of the total number of issued shares are present, a tentative resolution may be made in accordance with the provisions of Article 175, Item 1 of the Company Act, and each shareholder shall be notified of the said tentative resolution to resume a Shareholders' Meeting within one month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article IX: If a shareholders' meeting is called by the Board of Directors, the agenda shall be determined by the Board of Directors, relevant motions (including provisional motions and amendments to original motions) shall be voted on a case-by-case basis, and the meeting shall proceed in accordance with the scheduled agenda, which shall not be changed without a resolution passed by the shareholders' meeting.

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The provisions of the preceding paragraph apply to a shareholders' meeting called by a party with the power to convene that is not the Board of Directors. The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. If the Chair declares the meeting adjourned in violation of these rules, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new Chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Article X: 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.

Article XI: 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 content of the speech does not correspond to the subject stated on the speaker's slip, the content of the speech shall prevail.

Article XII: Except with the consent of the Chairman, a Shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the Shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chairman may terminate the speech.

Article XIII: When a Shareholder in attendance is speaking, other Shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the Shareholder who is speaking; the Chairman shall stop any violation.

Article XIV: When a legal person shareholder appoints two or more representatives to attend a Shareholder's Meeting, only one of the representatives so appointed may speak on the same proposal.

Article XV: After a Shareholder in attendance has spoken, the Chairman may respond in person or direct relevant personnel to respond.

Article XI: The decision by vote at the shareholders' meeting shall take the shares as the calculation basis.

Article XII: For the resolutions at the shareholders' meeting, the number of shares of shareholders with no voting power shall not be included into the total number of issued shares.

Article XIII: When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

With the exception of a trust enterprise or a shareholder services agent approved by the competent authority in charge of securities affairs, when a person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by the proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If the aforesaid percentage is exceeded, the voting rights in excess of the aforesaid percentage shall not be included in the calculation.

Article XII: Shareholders have one voting power for every share; however, those limited or without voting power according to paragraph 2 of Article 179 of the Company Act are not subject to the provision.

When the Company holds a Shareholders’ Meeting, it may allow the Shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the notice of convening the Shareholders’ Meeting. A shareholder exercising voting rights by correspondence or electronic means shall be deemed to have attended the Shareholders’ Meeting in person, but to have waived his/her rights with respect to the extempore motions and amendments to original proposals of that Shareholders’ Meeting; it is therefore advisable that the Company shall avoid the submission of extempore motions and amendments to original proposals.

A Shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall serve a written declaration of intent to the Company two days before the date of the Shareholders’ Meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a Shareholder has exercised voting rights by correspondence or electronic means, in the event the Shareholder intends to attend the Shareholders’ Meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, two days before the date of the Shareholders’ Meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a Shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a Shareholders’ Meeting, the voting rights exercised by the proxy in the meeting shall prevail.

44 King's Town Construction Co., Ltd. 京城建設

Except as otherwise provided in the Company Act and in the Articles of Incorporation of the Company, the approval of a proposal shall require an affirmative vote of a majority of the voting rights represented by the Shareholders in attendance. At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the Shareholders in attendance, followed by a poll of the Shareholders. After the conclusion of the Shareholders' Meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System.

When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then 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 of Aurora.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article XIII: The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.

The election ballots for the aforementioned election shall be sealed and signed by the personnel who monitored the voting procedure and be kept safely for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the aforementioned recording shall be kept until the conclusion of the litigation.

Article XIV: The resolution matters at shareholders' meeting shall be prepared into minute book to be signed or stamped by the Chairperson and then distributed to shareholders within 20 days after the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the Market Observation Post System.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company.

Article XV: The number of shares obtained by the solicitor and the number of shares

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represented by the entrusted agent shall be clearly disclosed by the Company on the floor of the shareholders' meeting in the statistical table fabricated in accordance with the prescribed format on the day when the shareholders' meeting is held.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article XVI: The meeting staff for preparing shareholders' meeting shall wear identification certificate or armband.

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 venue, they shall wear an identification card or armband bearing the word "Proctor."

At the venue of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the Chair's correction, obstructing the proceedings and refusing to heed calls to stop, the Chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article XVII: During the meeting, the Chairperson can at his own discretion announce adjournment; in the case of any events of force majeure, the Chairperson can decide to suspend the meeting temporarily and announce the time for continuing with meeting depending on the circumstances.

If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting 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 XVIII: These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.

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Appendix II.

King's Town Construction Co., Ltd. Articles of Incorporation

Chapter 1. General Principles

Article I: The Company shall be incorporated, as a company limited by shares, under the Company Act of the Republic of China, and its name is “King’s Town Construction Co., Ltd.”

Article II: The Company’s operations are as follows:

(1) H701010 Housing and Building Development and Rental
(2) H701040 Specific Area Development
(3) H701070 Process Zone Expropriation and Urban Land Readjustment Agency
(4) I503010 Landscape and Interior Designing
(5) J701020 Amusement Parks
(6) J701040 Recreational Activities Venue
(7) E605010 Computer Equipment Installation
(8) I103060 Management Consulting
(9) I301010 Information Software Services
(10) I301020 Data Processing Services
(11) I301030 Electronic Information Supply Services
(12) F113050 Wholesale of Computers and Clerical Machinery Equipment
(13) F301010 Department Stores
(14) F301020 Supermarkets
(15) H703090 Real Estate Business
(16) E801010 Indoor Decoration
(17) F105050 Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
(18) F111090 Wholesale of Building Materials
(19) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article III: The Company has its headquarters in Kaohsiung City and may establish domestic and overseas branches as required through Board of Directors resolutions.

Article IV: The Company’s public announcements shall be handled in accordance with Article 28 of the Company Act.

Article V: The Company may provide endorsement and guarantee and act as a guarantor approved by Board of Directors.

Article VI: Unless otherwise specified by law, the Company’s reinvestment shall be

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exempted from the restriction specified in Article 13 of the Company Act, in which the total reinvestment amount is capped at 40% of an entity's paid-in capital. Reinvestment and related affairs shall require resolution from the meeting of the Board of Directors.

Chapter 2. Shares

Article VII: The total capital of the Company is NT$5.0 billion, divided into 500 million shares, each with an amount of NT$10, which are issued in installments. The Board of Directors authorized the issuance of unissued shares is required to resolve on the issuance of shares.

The capital amount of NT$200,000,000 in the preceding paragraph shall be reserved for issuance of employee share option warrants, totaling 20,000,000 shares with NT$10 per share, which may be issued in installments according to the resolution of the Board of Directors.

If the stock option price of the employee share options issued by the Company is lower than the closing price of the Company's common share on the date of issuance, the share options shall be issued only after a shareholders' meeting attended by a majority of the total number of shares issued and approved by two-thirds or more of the shareholders present.

Article XV-I: The Company may acquire shares of the Company by resolution of the Board of Directors in accordance with Article 167-1 of the Company Act and Article 28-2 of the Securities and Exchange Act.

The Company may only repurchase shares at prices lower than fair value and transfers the shares to the employees upon resolution from two-thirds of the shareholders present, representing a majority of the total number of issued shares, at the most recent shareholders meeting.

Article VIII: The Company may issue shares without printing share certificate(s), but they should be registered at centralized securities depository enterprise.

Article IX: No registration of transfer of shares shall be made within sixty days (60) prior to an annual shareholder meeting, nor within thirty days (30) prior to a special (extraordinary) shareholder meeting, nor within five (5) days prior to the day on which dividend, bonus or other benefits is scheduled to be paid by the Company.

Article X: All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of the seal, change of address or similar stock transaction conducted by shareholders of the company shall follow the "Regulations Governing the Administration of Shareholder Services of Public Companies" unless specified otherwise by law and securities regulations.

Chapter 3. Shareholders' Meeting

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Article XI: There are two types of shareholders' meetings, annual general meeting and extraordinary general meeting. Annual general meetings shall be convened once a year, within six (6) months after the end of each fiscal year, by the Board of Directors, and extraordinary general meetings shall be convened when necessary in accordance with the law. The procedures for convening a shareholders' meeting shall be in accordance with the provisions of the Company Act.

The shareholders' meeting notice shall state the meeting date, venue and reasons for convening the meeting.

Unless otherwise provided by law or regulation, this shareholders meetings shall be convened by the Board of Directors.

Article XII: Shareholder who is unable to attend the shareholders' meeting may authorize another person to attend as proxy using the form provided by the Company affixed with the seal that such shareholder left in the Company's safekeeping, which sets forth the scope of the authorization. However, the voting rights of a person authorized by more than two shareholders at the same time must not exceed three percent (3%) of the total voting rights of issued shares. Voting rights in excess of this limit are not counted.

The proxy process is governed by the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” prescribed by the competent authority.

Article XIII: All shareholders are entitled to one vote for each share held, except the special circumstances stipulated in Article 179 of the Company Act.

Article XIV: The resolution of the shareholders' meeting shall, except as otherwise provided by the Company Act, be made by the consent of the majority of the shareholders present at the meeting representing more than half of the total number of issued shares.

Shareholders of the Company may exercise voting rights by electronic means. Shareholders exercising voting rights by electronic means shall be deemed to attend in person, and relevant matters shall be handled in accordance with the laws and regulations.

When the Shareholders' Meeting of the Company is held, it may be announced by video-conference or in other manner as may be announced by the Ministry of Economic Affairs.

Article XV: Shareholders meetings shall be chaired by the Chairman of the Board. When the Chairman is unable to attend the meeting, the Chairman shall appoint one of the Directors to act as Chairman, or, where the Chairman does not make such a designation, the Directors shall select from among themselves one person to serve as Chairman.

Article XV-I: Resolutions of the shareholders' meeting shall be recorded in the minutes in accordance with Article 183 of the Company Act.

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Chapter 4. Directors, Supervisors and Audit Committee

Article XVI: The Company has established five to nine Director seats with a 3-year office term; a nomination system is adopted. The Directors are elected at the shareholders' meeting among those with legal capacity and may continue in office if successfully re-elected.

When a shareholder elects a director, each share has the same voting rights as the number of directors to be elected, and one person may be selected for election or may be allocated a number of elections. The resulting ballot paper represents a person with more voting rights and is elected as a director.

In the aforesaid quota of the Company's directors, independent directors shall be at least three, representing one fifth or more of all directors.

The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the independent directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority.

Remuneration of directors of the Company shall be determined by the Board of Directors with authorization and may be paid at such level as generally adopted by the enterprises of the same industry. Directors may be paid honorarium, and the sum of which shall be approved by the Board of Directors. Directors' compensation for performance of their duties shall be paid irrespective of any surplus or deficit.

The Company may purchase liability insurance for Directors to protect them against potential liabilities arising from exercising their duties during their tenure.

The total inscribed shares held by the directors may not be less than the percentage stipulated by the securities authority.

Article XVII: If the directors' tenure has expired and an election fails to take place, their tenure shall be extended until the newly elected directors assume office.

Article XVIII: When the number of vacancies in the Board of Directors equals to one-third of the total number of directors, a by-election shall be held immediately and the term of office shall be limited to fulfill the unexposed term of office of the predecessor.

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Article XIX: The Board of Directors shall be formed by the Directors. The Chairman shall be elected by a majority of votes in a meeting attended by over two-thirds of the Directors. The Board of Directors shall execute all matters of the Company in accordance with applicable laws, regulations, these Articles of Incorporation, and resolutions adopted at shareholders’ meeting and by the Board of Directors.

Article XIX-I: The duties of the Board of Directors are as follows:

Review and adopt rules of the Company.
Decide on the business directions of the Company.
Review of the budgets and financial statements.
Proposals of profit allotment or loss coverage.
Proposals of capital increase or reduction.
Appoint and dismiss key personnel of the Company.
Enforce the decisions resolved in the shareholder meeting.
Resolutions for external investments.
Other powers and duties conferred by the Company Act or by the shareholders at the shareholders’ meeting.

Except for the matters set out in the preceding paragraph and the Company Act which shall be resolved by the shareholders’ meeting, all matters shall be resolved by the Board of Directors.

Article XX: Except as otherwise provided by the Company Act, resolutions of the Board of Directors shall be adopted by at least a majority of the directors present at a meeting attended by at least a majority of the directors holding office. Minutes of the Board meetings shall be signed by or affixed with seals of the Chairperson and the secretary for the meeting.

If a director is unable to attend a Board meeting for any reason, he/she may issue a proxy form, listing the scope of authority of why says meeting is convened, and then entrust another director to attend said Board meeting by proxy, subject to the restriction that only one trustee is entrusted by one person.

Board meetings shall be notified seven days in advance and seven days in case of emergency.

The aforementioned meeting notice shall be in writing, by e-mail or by fax, stating the reason for the meeting.

If participation by means of video conferencing is made available at a meeting, directors who participate in the meeting by such means shall be deemed to have attended such meeting in person.

Upon the Chairperson’s leave or unavailability for performance of duties, the delegation shall be duly handled at the meeting in accordance with Article 208 of the Company Act.

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Article XXI: In accordance with Article 14-4 of the Securities and Exchange Act, the Company has established an Audit Committee consisting of all independent directors, one of whom is the convener and at least one of whom has accounting or financial expertise; the Audit Committee shall exercise its powers and functions and other matters to be complied with in accordance with the provisions of relevant laws and regulations or the Company's bylaws, except as provided in these Articles of Incorporation.

Chapter 5. Managers

Article XXII: The Company shall have one president and several vice presidents, assistant vice presidents and managers. The appointment, discharge and remuneration shall be done in accordance with Article 29 of the Company Act.

Article XXIII: The Company may employ consultants or key employees with the approval of the Board of Directors.

Chapter 6. Accounting

Article XXIV: The Company's fiscal year shall be from January 1 to December 31 of each year. At the end of each fiscal year, the following statements shall be prepared and approved by the Board of Directors, submitted to the shareholders' meeting for recognition in accordance with legal procedures, and submitted to the supervisor authorities for approval:

(1) Business Report
(2) Financial Statements
(3) Proposal for distribution of earnings to shareholders or recovery of prior year losses.

Article XXV: If the Company has profits for the year, it shall first allocate no less than 1% of profits as employee compensation, of which no less than 0.5% of profits shall be allocated as compensation for entry-level employees, and no more than 2% as director remuneration. When there are accumulated losses (including adjustments to unappropriated earnings), the Company shall offset the appropriate amounts before remuneration. Employee compensation may be distributed in stock or cash, while director remuneration may only be distributed in cash.

The aforementioned employees include all employees of the Company and all employees of subordinate companies meet certain conditions. Subordinate companies specified in these Regulations shall be defined by the Article 369-2 and Article 369-3 of Company Act.

Proposals of distributions to employees, directors and supervisors shall be taken to the shareholders' meeting for approval after the resolution is reached by a majority of the Board with two thirds in attendance.

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Before the establishment of the Company's Audit Committee, the remuneration for Supervisors shall be distributed together with the remuneration for Directors in accordance with the ratio of the first paragraph of the preceding paragraph.

Article XXVI: If there is any after-tax profit for the current period, the Company shall first make up the accumulated deficit (including adjustment of undistributed earnings) and then set aside 10% of the legal reserve, except when the legal reserve has reached the total paid-in capital, and then set aside or reverse the special reserve as required by law, regulations of the supervisor authorities and the Company's operating needs. The Board of Directors shall prepare a proposal for the appropriation of earnings if there is any unappropriated earnings (including adjustments to the amount of unappropriated earnings), and submit it to the shareholders' meeting for resolution.

The percentage of cash dividends shall not be less than 10% of the total amount distributed. The percentage shall be determined by the Board of Directors after considering the financial condition of the Company, except that no cash dividends may be paid when the debt ratio in the annual financial statements exceeds 50%. The ratio of stock dividends and cash dividends mentioned in the preceding paragraph shall be adjusted according to the relevant laws and regulations. The adjustment shall be proposed by the Board of Directors and submitted to the shareholders' meeting for resolution.

The Company may, by resolution of a Board of Directors meeting attended by two-thirds or more of the directors and approved by a majority of the attending directors, distribute all or part of the dividends and bonuses, capital surplus, or legal surplus reserve to be distributed in cash, and report such distribution to the shareholders' meeting. Such distribution shall not be subject to the aforementioned provision requiring shareholders' meeting resolution.

The resolution against dividend distribution is not subject to this provision.

Chapter 7. Supplementary Provisions

Article XXVII: The organizational charter and by-laws of the Company shall be separately adopted by the Board of Directors.

Article XXVIII: Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Act and relevant laws and regulations.

Article XXIX: These Articles of Incorporation were established on September 3, 1985.

The first amendment was made on September 24, 1985.

The second amendment was made on March 20, 1990.

The third amendment was made on May 21, 1990.

The fourth amendment was made on June 30, 1990.

The fifth amendment was made on December 26, 1990.

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The sixth amendment was made on January 22, 1991.
The seventh amendment was made on June 8, 1991.
The eighth amendment was made on April 13, 1992.
The ninth amendment was made on April 9, 1993.
The tenth amendment was made on December 24, 1993.
The eleventh amendment was made on June 16, 1995.
The twelfth amendment was made on May 29, 1996.
The thirteenth amendment was made on June 21, 1997.
The fourteenth amendment was made on May 25, 1999.
The fifteenth amendment was made on May 30, 2000.
The sixteenth amendment was made on May 22, 2001.
The seventeenth amendment was made on June 26, 2002.
The eighteenth amendment was made on May 26, 2005.
The nineteenth amendment was made on June 14, 2006.
The twentieth amendment was made on June 13, 2007.
The twenty-first amendment was made on June 19, 2008.
The twenty-second amendment was made on June 25, 2010.
The twenty-third amendment was made on June 9, 2011.
The twenty-fourth amendment was made on June 22, 2012.
The twenty-fifth amendment was made on June 24, 2016.
The twenty-sixth amendment was made on June 28, 2017.
The twenty-seventh amendment shall be made on June 23, 2022.
The twenty-eighth amendment was made on June 26, 2025.

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Appendix III.

King's Town Construction Co., Ltd.
Rules for Election of Directors

Amended on June 26, 2002.
Amended on June 28, 2017

Article I: The election of directors of the Company shall be conducted in accordance with the provisions of the Rules.

Article II: In the election of directors of the Company, the names of the electors may be replaced by the attendance number printed on the ballot paper. When a shareholder elects a director, each share has the same voting rights as the number of directors to be elected, and one person may be selected for election or may be allocated a number of elections.

Article III: The directors of the Company are appointed by the shareholders' meeting from among individuals with legal capacity, in accordance with the quota specified in the Company's Articles of Incorporation. Those receiving a higher number of votes shall be elected as directors in sequential order. In the event that two or more individuals receive an equal number of votes that exceeds the designated quota, a draw will be conducted among those individuals to determine the outcome. If any individual is absent, the chairman will conduct the draw on their behalf.

If an elected director's personal information is confirmed to be ineligible for election or ineligible under the relevant laws and regulations, the vacant seats shall be filled by the next majority of the elected candidates.

Article IV: Before the election begins, the chairman shall designate several scrutineers and ballot counters each to perform various relevant duties.

Article V: The Board of Directors should prepare an election ballot with the same number of directors to be elected and filling in the voting weights, distributing it to the shareholders attending the shareholders' meeting.

For the election of directors, the Board of Directors shall set up a ballot box, which shall be examined in public by the persons supervising the casting of ballots, before the ballots are cast.

Article VI: If the candidate is a shareholder, the voter must fill in the "Candidate" column of the ballot paper with the candidate's account name and shareholder account number; If the candidate is not a shareholder, the voter must fill in the name and unified business No. of the candidate in the "Candidate" column of the ballot. However, if the candidate is a government or a legal entity shareholder, the candidate's account name column on the ballot shall indicate the name of the government or legal person. It is also permissible to indicate the name of the government or legal person along with the name of its representative. If there are multiple representatives, their names shall be separately filled in.

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Article VII: An election ballot is deemed invalid if it falls under any of the following circumstances:

I. Not using ballots prescribed by the Rules.
II. Those who cast blank ballots into the ballot box.
III. Those whose handwriting is illegible or altered.
IV. If the candidate filled in is a shareholder, their account name or shareholder account number does not match the shareholder registry; If the name and unified business No. of the candidate who is not a shareholder do not match after verification.
V. Except for the account name of the candidate (name), shareholder account number (unified business No.), and voting rights, other words are included.
VI. Any missing or altered item in the account name (name), shareholder account number (unified business No.), and voting rights of the candidate filled in.
VII. Fill in two or more candidates on the same ballot.

Article VIII: After the voting is completed, the ballots will be counted on the spot, and the results will be announced by the chairman immediately.

Article IX: (Deleted).

Article X: Any matters not specified in the rules shall be handled in accordance with the Company Act, the Articles of Incorporation of the Company, and relevant laws and regulations.

Article XI: The Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.

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Appendix IV.

Shareholding by Directors and Supervisors

I. The minimum numbers of shares required to be held by the entire bodies of directors and the numbers of shares held by the directors individually and by the entire bodies thereof respectively as recorded in the shareholders' register as of the book closure date for that shareholders' meeting:

Book closure date: April 28, 2026

Designation	Name	Date Elected	Shareholding At Election			Shares Held as of the Closure of the Shareholders' Register
			Category	Number of shares	Shareholding Ratio (%)	Category	Number of shares	Shareholding Ratio (%)
Chairman	Tianye Investment Co., Ltd. Representative: Tsai, Tien-Tsan	2023/06/28	Ordinary shares	49,652,072	13.45%	Ordinary shares	49,652,072	13.57%
Director	Tianye Investment Co., Ltd. Representative: Meiyun S. Tsai
Director	Tianye Investment Co., Ltd. Representative: Li, Shih-Hsiung
Director	Tianye Investment Co., Ltd. Representative: Chen, Chin-Hsing		Ordinary shares	1,386,582	0.38%	Ordinary shares	1,386,582	0.38%
Independent Director	Ming-Te Chang		Ordinary shares	0	0.00%	Ordinary shares	0	0.00%
Independent Director	Yao-Kuo Wu		Ordinary shares	0	0.00%	Ordinary shares	0	0.00%
Independent Director	Chung-Chang Tsai		Ordinary shares	0	0.00%	Ordinary shares	0	0.00%
Independent Director	Chin-Yu Chiu	Ordinary shares	0	0.00%	Ordinary shares	0	0.00%
Total			Ordinary shares	51,038,654	13.83%	Ordinary shares	51,038,654	13.95%

Statutory minimum number of shares to be held by the entire bodies of directors: 14,639,341 shares
Number of shares to be held by the entire bodies of directors: 51,038,654 shares

II. Total number of shares issued on April 28, 2026: 365,983,545 shares; total number of shares issued on June 28, 2023: 369,056,379 shares.

King's Town Construction Co., Ltd. 京城建設

King's Town Construction Co., Ltd.

16F., No.150, Bo-ai 2nd Rd., Kaohsiung City 813, Taiwan (R.O.C.)

TEL: +886-7-558-6368 FAX: +886-7-557-2111

AI assistant

KTC — AGM Information 2026

52139_rns_2026-05-26_d361c58e-d07f-4c2e-b13f-9c9c0257e12f.pdf

2026 Annual Shareholders' Meeting. Meeting Handbook

Table of Contents

Chapter 1. Meeting Procedure

Chapter 2. Meeting Agenda

King’s Town Construction Co., Ltd.

Announcements

I. 2025 Business Report

II. Audit Committee’s Review on the 2025 Financial Statements

III. 2025 Employee and Director Remuneration Distribution Report

Proposals

King's Town Construction Co., Ltd.

Table of 2025 Earnings Distribution

Election Matters

Subject: Comprehensive Director Election

Description:

Election results:

Other Matters

Subject: Lifting the Non-Competition Restriction on Newly Appointed Directors and Their Representatives

(Proposed by Board of Directors)

Description:

Resolution:

Extempore Motions

Adjournment

Chapter 3. Attachments

Attachments 1. 2025 Business Report and Summary of 2026 Business Plan

III. Future Development Strategies:

Audit Committee’s Review Report

Attachments 3. 2025 Annual Consolidated CPA Report and Financial Statements

Independent Auditors’ Report

Audit Opinion

Basis for Opinions

Key Audit Matters

Inventory Evaluation

Recognition of Revenue from the Sale of Real Estate

Other Matters - Parent Company Only Financial Statements

Other Matters - Adoption of Other Independent Accountants

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Attachments 4. 2025 Annual Parent Company Only CPA Report and Financial Statements

Independent Auditors’ Report

Audit Opinion

Basis for Opinions

Key Audit Matters

Inventory Evaluation

Recognition of Revenue from the Sale of Real Estate

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

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

Chapter 4. Appendices

Appendix I.

King's Town Construction Co., Ltd.

Rules of Procedure for Shareholders' Meeting

Chapter 2. Shares

Chapter 3. Shareholders' Meeting

Chapter 4. Directors, Supervisors and Audit Committee

Chapter 5. Managers

Chapter 6. Accounting

Chapter 7. Supplementary Provisions

Appendix IV.

Shareholding by Directors and Supervisors

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KTC AGM Information 2026