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AGM Information
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KUOYANG DEVELOPMENT
2026 Annual Shareholders’ Meeting
Meeting Agenda
June 9, 2026
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Table of Contents
Meeting Proceedings ... 1
Agenda ... 2
Reports ... 3
Ratifications ... 6
Matters for Discussion ... 9
Election Matters ... 11
Other Matters ... 13
Extraordinary Motions ... 15
Attachments
Attachment 1: 2025 Business Report ... 17
Attachment 2: 2025 Audit Committee's Review Report ... 23
Attachment 3: 2025 Remuneration to Directors ... 24
Attachment 4: 2025 Financial Statements and Independent Auditor's Report ... 25
Attachment 5: 2025 Earnings Distribution Statement ... 44
Attachment 6: Table of Comparison of Revised Articles of the Articles of Incorporation ... 45
Attachment 7: List of candidates for directors (including independent directors) ... 46
Attachment 8: Status of Directors and Independent Directors Concurrently Holding Positions at Other Companies ... 50
Appendices
Appendix 1: Rules of Procedure for Shareholders' Meetings ... 52
Appendix 2: Articles of Incorporation ... 58
Appendix 3: Procedures for Election of Directors ... 65
Appendix 4: Statement of Shares Held by Directors of the Company ... 67
Appendix 5: Other Supplementary Matters ... 68
Kuoyang Development Co., Ltd.
Proceedings for 2026 General Shareholders Meeting
I. Call meeting to order
II. Chairman takes seat
III. Chairman's speech
IV. Reports
V. Ratifications
VI. Matters for Discussion
VII. Election Matters
VIII. Other Matters
IX. Extraordinary Motions
X. Meeting Adjourned
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Kuoyang Development Co., Ltd.
2026 General Shareholders Meeting Agenda
Time: 9:00 a.m. June 9, 2026 (Tuesday)
Location: Grand Hilai Hotel Taipei 6th Floor, Universal Pavilion No. 168,
Jingmao 1st Road, Nangang District Taipei City
Convening method: Physical Shareholders Meeting
I. Call meeting to order
II. Chairman takes seat
III. Chairman's speech
IV. Reports:
(I) 2025 Business Report.
(II) The Audit Committee's Audit Report on the 2025 Financial Report.
(III) Report on the Company's distribution of 2025 remuneration to
employees and Directors.
(IV) Report on the Company's distribution of cash dividends from
2025 earnings.
(V) Report on the Company's of 2025 remuneration to Directors.
V. Ratifications:
(I) 2025 Business Report and Financial Statements.
(II) 2025 earnings distribution Statement proposal.
VI. Matters for Discussion
Amendment of the Articles of Incorporation
VII. Election Matters
Fully elect the company's Director
VIII. Other Matters
Proposal for release of Directors from non-competition restrictions
IX. Extraordinary Motions
X. Meeting Adjourned
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Reports
Reports
I. The Company's 2025 Business Report is hereby submitted for review.
Explanation: Refer to the Procedures Manual (Attachment 1) for the Company's 2025 Business Report.
II. The Audit Committee's Audit Report on the 2025 Financial Report is submitted for review.
Explanation: Refer to the Procedures Manual (Attachment 2) for the Company's 2025 Audit Report.
III. The report on the Company's distribution of 2025 remuneration to employees and Directors is submitted for review.
Explanation:
(I) The remuneration is distributed in accordance with Article 29 of the Company's Articles of Incorporation.
(II) The Company proposed cash remunerations of NT$19,766,442 2% to employees and NT$19,766,442 2% to Directors for 2025, all of which will be paid in cash.
IV. The report on the Company's distribution of cash dividends from 2025 earnings is submitted for review.
Explanation:
(I) Pursuant to Article 29-1 of the Articles of Incorporation, the Board of Directors is authorized to distribute all or part of the dividends and bonuses in cash, and to report to the shareholders' meeting.
(II) Shareholder dividend of NT$380,000,000 will be distributed in cash dividend, in which NT$1 will be distributed per share. Cash dividends will be distributed up to NT$1, and any amount will be rounded off if the amount is less than NT$1. The cumulative amount of fractional dividends less than NT$1 will be adjusted in order until the cumulative amount of cash dividend distribution is met.
(III) The proposal has been approved by the Board of Directors and the Chairman has been authorized to set another ex-dividend date and to handle other relevant matters. Subsequently, if the dividend ratio changes due to changes in the number of
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outstanding shares of the Company, the Chairman is also authorized to make all necessary adjustments.
V. The report on the Company's of 2025 remuneration to Directors.
Explanation: The remuneration of the company's directors is handled in accordance with Articles 21 and 29 of the Company's Articles of Incorporation. Please refer to Appendix 3 of this Handbook for relevant policies, and content and amounts of individual remuneration.
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Ratifications
Ratifications
Proposal 1 Proposed by the Board of Directors
Proposal: The Company's 2025 Business Report and Financial Statements are submitted for ratification.
Explanation:
I. The Company's 2025 Financial Statements (including the Consolidated Financial Statements and Individual Financial Statements) were passed in a resolution of the Board of Directors and audited by independent auditors, CPA Liang Yi Chang, and CPA Chi-Tung, Chen of the CPA firm, Pricewaterhouse Coopers, Taiwan. The aforementioned Financial Statements (including the Consolidated Financial Statements and Individual Financial Statements) were reviewed by the Audit Committee which has issued an Audit Report.
II. Refer to the Procedures Manual (Attachment 4) for the Company's 2025 Financial Statements.
III. The proposal is hereby submitted for ratification.
Resolution:
Proposal 2 Proposed by the Board of Directors
Proposal: The Company's 2025 earnings distribution Statement proposal is submitted for ratification.
Explanation: I. The Company's 2025 Financial Report has been completed and the 2025 earnings distribution statement is provided in the Procedures Manual (Attachment 5).
II. The proposal is hereby submitted for ratification.
Resolution:
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Matters for Discussion
Matters for Discussion
Proposal 1 Proposed by the Board of Directors
Proposal: The Company plans to amend the Articles of Incorporation is submitted to a referendum.
Explanation: I. In order to meet the company's operational needs, it is proposed to amend certain articles of the company's "Articles of Association". Please refer to the Procedures Manual (Attachment 6) for a comparison table of the amended articles.
II. The proposal is hereby submitted for approval.
Resolution:
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Election Matters
Election Matters
Proposed by the Board of Directors
Proposal: General re-election of all Directors of the Company.
Explanation:
I. The term of the current Directors will expire on June 12, 2026, and in accordance with relevant laws and regulations, a general re-election of all Directors will be held during this year's Shareholders' Meeting.
II. Pursuant to Article 16 of the Articles of Incorporation, nine Directors will be elected, including three seats of Independent Directors. A candidate nomination system will be adopted, and the list of Director candidates has been approved by the Board of Directors' meeting convened on April 27, 2026. Shareholders will elect from among the list of candidates. Please refer to the Procedures Manual (Attachment 7) for their academic and professional background as well as other relevant information.
III. The newly elected Directors will immediately assume office and their term of service will be three years starting from June 9, 2026 and expiring on June 8, 2029.
IV. The proposal is hereby submitted, please proceed with the election.
Election result:
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Other Matters
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Other Matters
Proposed by the Board of Directors
Proposal: Proposal for lifting the non-compete clause for newly elected Directors and their representatives. Please vote on a decision.
Explanation:
I. Pursuant to Article 209 of the Company Act, a Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
II. The newly elected Directors of the Company (including institutional directors and its representatives) may participate in competing businesses. Without affecting the interests of the Company, the Board seeks for the approval for the Shareholders' Meeting to lift the non-compete clause. Please refer to the Procedures Manual (Attachment 8) for the details.
Resolution:
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Extraordinary Motions
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Meeting Adjourned
Attachment 1
2025 Business Report
Dear Shareholders, Greetings. :
Looking back at 2025, the Company has adhered to the philosophy of sound operation and innovative development, actively promoted various sales plans, and achieved good results in both the residential and factory and office markets. The following is an overview of this year's operations:
I. Business Plan Implementation Results
During the year, a total of 10 construction projects were sold, of which 4 projects completed and 6 presale projects, with a total sales amount of 9.772 billion yuan.
(I) 4 projects completed
- Residential: Kaohsiung "Kuoyang" "Smile Era", Tainan " The Green Place B",
- Plants and offices: Taipei Kuoyang Intercontinental Corporate Head Office (Neihu)
- Sales Amount: NT$3,154,060,000
(II) 6 presale projects:
- Residential: Taipei Kuoyang Jilin. New taipei Kuoyang Guanghe, Tainan "The Green World" (The Green Place D).
- Plants and offices : New Taipei City's "Global Startup Technology Center" (Xindian)
- Kuoyang Advanced Technology Building" (Xizhi)
- Kuoyang Innovation Technology Building" (Tucheng)
- Sales Amount: NT$6,618,220,000
II. Budget Implementation
The Company did not prepare a financial forecast for 2025 and therefore does not prepare an analysis report.
III. Financial Expenditures and Profitability
(I) Financial Expenditures
Unit: NT$1,000
| Item | 2025 | 2024 |
|---|---|---|
| Operating revenue | 4,371,218 | 607,692 |
| Operating costs | (3,134,007) | (370,256) |
| Operating profit | 1,237,211 | 237,436 |
| Operating expenses | (472,661) | (286,371) |
| Operating profit | 764,550 | (48,935) |
| Non-operating income and expenses | 191,411 | 265,408 |
| Pre-tax profit | 955,961 | 216,473 |
| Income tax expenses | (54,177) | (11,347) |
| Net profit of the term | 901,784 | 205,126 |
(II) Profitability
| Item | 2025 | 2024 |
|---|---|---|
| Return on assets | 4.21% | 1.12% |
| Return on equity | 8.45% | 2.00% |
| Pre-tax income to paid-in capital ratio | 25.16% | 5.70% |
|---|---|---|
| Net profit margin | 20.63% | 33.75% |
| Earnings per share (NT$) | 2.37 | 0.52 |
IV. Research and Development
(I) Key development projects:
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Acquired building permit in 2025:
a. Residential: Keelung "Good morning, Kuoyang Phase 2"Kaohsiung's "Kuoyang Platinum Residence"
b. Plants and offices: New TaipeiKuoyang innovation -
projects being constructed in 2025:
Tainan "Emerald Forest Phase 4. The Beautiful Manor" -
Building permit expected to be acquired in 2026:
South:
a. Residential: Kaohsiung Special Trade Zone 3 Office Building Urban Renewal Project (North side of the South Base) -
projects being expected to be constructed in 2026:
New TaipeiKuoyang Digits -
Projects being developed:
(1) North:
a. Residential:: Keelung Hot Spring Residence Case
Taipei Ren'ai Urban Renewal Project.
Taipei Beitou Daye Road Renewal Project
b. Plants and offices: Xindian Baoqiao Road Case
(2) South:
a. Residential: Kaohsiung Qianjin Livelihood Renewal Project
b. Office : Zuoying High-Speed Rail Hub - Base B
(II) Planning and Design:
We are committed to building a high-quality brand image and adhering to the concept of sustainable operation. In terms of architectural planning, we will follow the 2050 Net-zero Emission target by deploying environmentally sustainable designs, including the following:
- Combine design with local characteristics to enhance integrations between the architecture and the environment.
- Optimize building ventilation and energy-saving design to reduce energy consumption.
- Promote water resource circulation and greenify, Shaping an ecological green building environment
- Use low-energy-consuming equipment and smart building technology to create green and sustainable buildings.
We will further enhance the brand image of "Kuoyang's green buildings" through these plans, and create a Kuoyang Construction that is healthier, smarter and more energy-efficient than ever.
(III) Engineering Cost, Progress, and Quality Management:
- Cost control
In the face of rising construction material costs, the Company will switch from separate, project-by-project procurement to joint annual procurement to reduce costs through achieving economies of scale.
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Engineering progress management
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Introducing new construction methods:
For instance, use construction methods such as aluminum molds, integrated bathrooms, and interior decoration industrialization, etc., to effectively reduce labor shortage problems, shorten engineering period, improve construction efficiency, and reduce waste materials.
- Optimize the existing project management system and deploy the Suiqu project management system:
Features and Benefits of Suiqui:
- Forms are generated automatically, improving work efficiency.
- The new version of the infographics aims to reduce information
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errors. o
- The cloud-based approval process ensures clear division of responsibilities.
- Daily reports on manpower, machinery, and materials automatically provide feedback on work efficiency
- Automatic progress alerts enable real-time monitoring and tracking.
- Preserve complete file records and pass on knowledge.
3. Quality and safety management
The construction site gradually adopts a smart construction site system to replace manual management with technology, saving manpower and reducing construction risks.
Construction site workers' education and training is reinforced to implement standardized construction procedures and ensure construction quality.
(IV) Brand Building and Customer Service:
- Construction transparency
Provide construction progress report to purchasing customers, allowing them to instantly understand engineering progress and recognize Kuoyang's thoughtfulness in engineering, thereby boosting their trust.
- Lifetime housing health check
A professional management team has been set up to provide lifelong housing health check services, and ensure the comfort of residents.
And subsequent engineering plan can be adjusted immediately based on the feedback from residents in our buildings, thus effectively improving the quality of our projects.
- Overall community building and fostering customer relationships
Community activities are organized to help residents understand, use, and maintain facilities properly, build consensus among residents, and create a quality and warm community.
- Introducing digital transformation and smart services
The "Home Go" community management smartphone app is introduced during
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the pre-sale stage to handle residents' needs instantly and provide immediate services. After the handover procedure is completed, community management and security surveillance will be implemented, and after-sales service is fully transparent. It also integrates the joint customer service center platform, expands the digital management model, and frees up manpower to improve efficiency. By presenting operating data in a visual manner, precise management has been achieved.
V. Brand building and customer service:
(I) Adjustment of residential land development strategy
Faced with the sixth and seventh rounds of credit controls - the most stringent throughout Taiwan's history, pre-sale and existing home sales volumes in Taiwan's seven major municipal areas almost halved in Q4, showing a market situation in which prices were consolidating at high levels but transaction volumes faced a sudden drop.
The Company's residential land development strategy will focus on urban renewal and joint construction projects, which will not only improve a city's appearance, but also reduce land purchasing risks and achieve stable development benefits.
(II) Factory, office, and industrial real estate market layout
Due to the expansion of global AI industry chain investment and the continued growth of the semiconductor industry, the establishment of Nvidia's Taiwan headquarters has prompted domestic and foreign companies have increased demand for production expansion in Taiwan, driving growth in demand for the commercial real estate and industrial real estate markets. The Company will cater to this trend by increasing investments in the development of industrial land in Taipei City and New Taipei City.
(III) Participate in government's prime area investment promotions and urban renewal projects
We will continue to pay close attention to the bidding and tendering of prime
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government-run urban renewal projects and actively participate in public urban renewal initiatives. In response to TSMC's expansion needs across Taiwan, in order to form an AI industry chain cluster as well as an Asian asset management hub in the future, Kaohsiung has been selected as the first demonstration zone. In addition to investing in residential products in Kaohsiung, we are also focused on high-end A-grade office products
(IV) Activate existing assets and strengthen strategic partnerships
Through forming strategic alliances with industry peers, we can submit urban renewal development plans for idle land in Minquan East Road, Jingmei District, etc. in 2025, effectively increasing land value and development efficiency.
As a whole, the Company has demonstrated steady growth in both the existing home and pre-sale markets. With our precise market layout and high-quality products, we have successfully enhanced Kuoyang's brand competitiveness and paved a solid foundation for future development.
Looking ahead, we will continue to pay attention to market trends, actively develop innovative products that meet market demand, strengthen brand value, and create long-term and stable investment returns for shareholders through sound operations.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Attachment 2
Kuoyang Development Co., Ltd. Audit Committee's Review Report
The 2025 Financial Statements (Consolidated Financial Statements and Individual Financial Statements) $\cdot$ Business Report and Earnings Distribution Statement. prepared by the Company's Board of Directors. The Financial Statements were audited by PricewaterhouseCoopers, Taiwan which issued an Audit Report. The aforementioned Financial Statements $\cdot$ Business Report and Earnings Distribution Statement were reviewed by the Audit Committee which found them to be compliant with regulations. The Committee therefore issued the Audit Report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.
Respectfully submitted to
The shareholders' meeting of 2026
Audit Committee Convener: Li-Yen Yang
March 12, 2026
Attachment 3 2025 Remuneration to Directors
| Title | Name | Remuneration for Directors | Total remuneration (A+B+C+D) as a percentage of net income after tax | Remuneration received as the Company's employee | Ratio of total compensation (A+B+C+D+E+F+G) to after-tax income | Remuneration received from investees other than subsidiaries |
|---|---|---|---|---|---|---|
| Remuneration (A) | Severance pay and pension (B) | Remuneration for Directors (C) (Proposed amount) | Project implementation expenses (D) | Salary, bonuses, and allowances (E) | Severance pay and pension (F) | Employee remuneration (G) |
| The Company | All companies included in the Financial Report | The Company | All companies included in the Financial Report | The Company | All companies included in the Financial Report | The Company |
| Chairman | Chi Chan Industries Co., Ltd. Representative: Tzu-Kuan Lin | 90,000 | 90,000 | 0 | 0 | 3,294,407 |
| Director | Cheng Chi Co., Ltd. Representative: Jer-Shyong Tsai | 80,000 | 80,000 | 0 | 0 | 3,294,407 |
| Director | Cheng Chi Co., Ltd. Representative: Chien-Pung Ruan | 80,000 | 80,000 | 0 | 0 | 3,294,407 |
| Director | Chi Chan Industries Co., Ltd. Representative: Chia-Chi Hou | 110,000 | 110,000 | 0 | 0 | 3,294,407 |
| Director | Cheng Chi Co., Ltd. Representative: SANNE HUANG | 90,000 | 90,000 | 3,294,407 | ||
| Director | Pai Ti Development Co., Ltd. Representative: Pai-Kui Su | 90,000 | 90,000 | 0 | 0 | 3,294,407 |
| Independent Director | Li-Yen Yang | 770,000 | 770,000 | 0 | 0 | 0 |
| Independent Director | Wu-Po Kuo | 770,000 | 770,000 | 0 | 0 | 0 |
| Independent Director | Chiu-Mu Tseng | 770,000 | 770,000 | 0 | 0 |
- Please describe the policy, system, standards and structure of the remuneration packages of the Independent Directors and explain the relevance of the amount of remuneration paid to them based on factors such as responsibility, risk and time commitment:
(1) The Board of Directors is authorized to determine the remuneration paid to Directors based on their participation in the Company's operations, the value of their contributions, and prevailing rates in the industry.
(2) In the event of profit in the year, the Company shall (excluding remuneration for Directors and employees) no more than 5% as remuneration for Directors.
(3) Transportation expenses: Payment for attendance in meetings of the Board of Directors. The attendance fee is NT$10,000 per person.
(4) Fixed remuneration: Fixed remuneration of NT$50,000 per month., No such remuneration for Directors.
(5) According to the Company's "Remuneration Committee Charter", the Committee shall regularly review the Company's policies, systems, standards, and structure for the performance evaluation, salary, and remuneration of the Directors, Independent Directors, and managers. - Except as disclosed above, remuneration received by Directors in the latest year for on-balance sheet services (e.g., consulting service for the parent company/all companies included in the financial statements/non-employee in investee etc.) rendered to the Company: None
Attachment 4
2025 Financial Statements and Independent Auditor's Report
Independent Auditor's Report
(2026) Cai-Shen-Bao-Zi No. 25004839
To Kuoyang Development Co., Ltd.:
Audit Opinions
The Consolidated Balance Sheet of Kuoyang Development Co., Ltd. and subsidiaries (hereinafter referred to as Kuo Yang Group) as of December 31, 2025 and 2024, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Cash Flow Statement, and Notes to the Consolidated Financial Statements (including a summary of material accounting policies) from January 1 to December 31, 2025 and 2024 have been audited by the CPA.
In our opinion, based on the results of the CPA's audit and the audit reports of other CPAs (refer to Other Supplementary Matters), the aforementioned Consolidated Financial Statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards, International Accounting Standards, and explanations/interpretations approved and promulgated to be effective by FSC in all material respects and are therefore sufficient in presenting the consolidated financial conditions of the Kuo Yang Group as of December 31, 2025 and 2024, and the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2025 and 2024.
Basis of Audit Opinions
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Accounting (TWSA). Our responsibility based on these standards will be explained in greater detail in the section on our responsibilities for the review of the Consolidated Financial Statements. The personnel of the CPA firm who are governed by regulations on independence have acted according to the ROC CPA Code of Professional Ethics and remained independent of Kuo Yang Group when fulfilling other obligations set forth in the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
The key audit matters pertain to the most important items of Kuo Yang Group's 2025 Consolidated Financial Statements as per the professional judgment of the CPA. 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 of the Consolidated Financial Statements of Kuo Yang Group for 2025 are as follows:
Occurrence of income from the sales of houses and land
Description
Refer to Note 4 (30) in the Consolidated Financial Statements for accounting policies on operating revenue from construction. Refer to Note 6 (17) of the Consolidated Financial Report for description of accounting items.
The revenue from the sales of houses and land in the construction business is recognized when the ownership of the real estate is transferred and the property handover certificate is delivered to the customer. Whether revenue recognition meets the criteria for revenue recognition is a material factor to the overall Financial Statements of the current year. Therefore, the CPA hereby includes the occurrence of income from the sales of houses and land as the most important matter for this audit.
Corresponding auditing procedures
The CPA has compiled the following corresponding procedures that were executed for the specific levels described in the aforementioned key audit matters:
- Understand and review the procedures for recognizing sales revenue from the sales of houses and land and verify whether the procedures have been consistently adopted in the period of the Financial Statements.
- For the details of the property and land sales revenue recognized in the year, samples are selected and verified against the corresponding real estate ownership transfer and actual property handover to confirm the appropriateness of the property and land sales revenue recorded in the accounts.
Other matters - Reference to audits of other CPAs
We did not audit certain investments accounted for through the equity method in the financial statements of Kuo Yang Group for 2025 and 2024. Those financial statements were audited by other CPAs. As such, our opinions in the aforementioned Consolidated Financial Statements on the amounts included in the aforementioned financial statements and related information disclosed in Note 13 were based on audit reports of other CPAs. The investment on equity method totaling NT$1,344,046 thousand and NT$1,350,435 thousand as of December 31, 2025 and 2024 accounted for 5.92% and 6.01% of the total assets, respectively. The comprehensive income recognized for 2025 and 2024 was NT$117,763 thousand and NT$248,231 thousand, which accounted for 15.89% and 114.68% of the total comprehensive income for the period, respectively.
Other matters - Individual Financial Statements
Kuoyang Development Co., Ltd. has prepared Individual Financial Statements for 2025 and 2024, for which we have issued an audit report containing an unqualified opinion plus other matters for reference.
Responsibilities of the management and the governing bodies for the Consolidated Financial Statements
The responsibility of the management was to prepare the consolidated financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", International Financial Reporting Standards, International Accounting Standards, and explanations/interpretations approved and promulgated to be effective by FSC to properly indicate the company's financial status and to maintain necessary internal control with regard to establishment of consolidated financial statements to ensure such financial statements did not contain any false contents as a result of fraudulence or mistakes.
When the Consolidated Financial Statements were in the process of preparation, the responsibility of the management also included assessment of the capacity of Kuo Yang Group
to continue operation, disclosure of related matters and the accounting approaches to be adopted when the company continued to operate unless the management intended to liquidate or suspend the business of Kuo Yang Group if there was not any other option except liquidation or suspension of the company's business.
The governance units (including the Audit Committee) of Kuo Yang Group are responsible for overseeing 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 independent auditor's report. Reasonably reliable means highly reliable. However, auditing work carried out in accordance with the Standards on Auditing (TWSA) cannot guarantee detection of significant misrepresentations in the Consolidated Financial Statements. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
When conducting the auditing work according to the Standards on Accounting (TWSA), we exercised our professional judgment and professional skepticism. We also execute the following tasks:
- Identified and evaluated the risk of material misstatement due to fraud or error in the Consolidated Financial Statements; Designed and carried out appropriate countermeasures for the evaluated risks; Obtained sufficient and appropriate evidence as the basis for the audit opinion. As fraud may involve collusion, forgery, deliberate omissions, false statements, or violations of internal controls, the risks of material misstatements due to fraud are greater than those caused by errors.
- Acquired necessary understanding about internal control which matters to audit and provide appropriate audit procedure under such circumstances. However, the purpose of such understanding is not for providing any opinion on the effectiveness of internal control of Kuo Yang Group.
- Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
- Concluded on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Kuo Yang Group's ability to continue as a going concern. If we consider that material uncertainty exists in these matters or conditions, we are required to remind the users of the Consolidated Financial Statements to pay attention to relevant disclosure in the statements in their audit report, or revise the audit opinions when such disclosure is inappropriate. 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 Kuo Yang Group to cease to continue as a going concern.
- Evaluated the overall expression, structure and content of the Consolidated Financial Statements (including related notes) and if these statements present fairly the related transactions and events.
- Obtained sufficient and appropriate proof for audit on the finances of the individual entities in Kuo Yang Group to state our opinion on the Consolidated Financial
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Statements. We are responsible for the direction, supervision and performance of the consolidated audit. We remain solely responsible for the audit opinions of the Consolidated Financial Statements.
The CPAs' communications with the governance units include the planned scope and period of the audit and material finding in the audit (including significant defects identified in the internal control during auditing procedures).
We provided governance units with a statement assuring the personnel of our accounting firm who are subject to independent regulations had acted according to the ROC CPA Code of Professional Ethics to remain neutral and communicated with them about the all relations and other matters (including related preventive measures) that could affect the independence of the CPA.
From the matters communicated with those charged with governance, the CPA determines matters that were of most significance in the audit of the 2025 Consolidated Financial Statements of Kuo Yang Group for the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers Taiwan
Yi-Chang Liang
CPA
Chi-Tung Chen
Financial Supervisory Commission
No. of Approval Document:
Jin-Guan-Zheng-Shen No.
1070303009
Jin-Guan-Zheng-Shen No.
1130350413
March 12, 2026
Kuoyang Development Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
As of December 31, 2025 and 2024
Unit: NT$ thousand
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6 (1) | $ 2,590,277 | 11 | $ 2,257,783 | 10 |
| 1110 | Current financial assets at fair value through profit or loss | 6 (2) | 18,660 | - | 18,127 | - |
| 1120 | Current financial assets at fair value through other comprehensive income | 6 (3) | 291,557 | 1 | 286,184 | 1 |
| 1140 | Contract assets - current | 6 (17) and 7 | 231,210 | 1 | 79,837 | 1 |
| 1150 | Notes receivable, net | 6 (4) | 8,563 | - | 133,115 | 1 |
| 1170 | Accounts receivable, net | 6 (4) and 7 | 220,706 | 1 | 22,596 | - |
| 1200 | Other receivables | 132,773 | 1 | 16,292 | - | |
| 1220 | Current income tax assets | 997 | - | 1,839 | - | |
| 130X | Inventories | 6 (5) (6) and 8 | 15,115,762 | 67 | 15,271,848 | 68 |
| 1410 | Prepayments | 212,035 | 1 | 184,409 | 1 | |
| 1476 | Other Financial Assets - Current | 8 | 657,398 | 3 | 680,933 | 3 |
| 1479 | Other current assets - other | 489,197 | 2 | 505,996 | 2 | |
| 11XX | Total current assets | 19,969,135 | 88 | 19,458,959 | 87 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6 (3) | 484,883 | 2 | 567,771 | 3 |
| 1550 | Investments recognized under the equity method | 6 (7) | 1,483,463 | 7 | 1,367,679 | 6 |
| 1600 | Property, plant and equipment | 6 (8) and 8 | 97,744 | - | 86,452 | - |
| 1755 | Right-of-use assets | 6 (9) and 7 | 136,755 | 1 | 154,156 | 1 |
| 1760 | Investment properties, net | 6 (10) and 8 | 249,188 | 1 | 250,665 | 1 |
| 1840 | Deferred income tax assets | 23,938 | - | 836 | - | |
| 1920 | Refundable deposits | 7 | 98,516 | - | 111,945 | - |
| 1980 | Other Financial Assets - Non-Current | 8 | 144,334 | 1 | 399,334 | 2 |
| 1990 | Other non-current assets - other | 25,942 | - | 60,443 | - | |
| 15XX | Total non-current assets | 2,744,763 | 12 | 2,999,281 | 13 | |
| 1XXX | Total assets | $ 22,713,898 | 100 | $ 22,458,240 | 100 |
(Continued)
Kuoyang Development Co., Ltd. and Subsidiaries
Consolidated Balance Sheet
As of December 31, 2025 and 2024
Unit: NT$ thousand
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6 (6) (11) | $ 7,446,529 | 33 | $ 8,876,395 | 39 |
| 2130 | Contract liabilities - current | 6 (6) (17) and 7 | 2,306,453 | 10 | 2,086,884 | 9 |
| 2150 | Notes payable | 551,598 | 3 | 341,324 | 2 | |
| 2170 | Accounts payable | 733,264 | 3 | 410,451 | 2 | |
| 2219 | Other payables - other | 282,013 | 1 | 192,889 | 1 | |
| 2230 | Current income tax liabilities | 62,391 | - | 9,781 | - | |
| 2280 | Lease liabilities - current | 7 | 14,375 | - | 14,178 | - |
| 2399 | Other current liabilities - other | 122,745 | 1 | 105,148 | - | |
| 21XX | Total current liabilities | 11,519,368 | 51 | 12,037,050 | 53 | |
| Non-current liabilities | ||||||
| 2580 | Lease liabilities - non-current | 7 | 120,202 | - | 134,577 | 1 |
| 2645 | Deposits received | 7 | 2,843 | - | 1,422 | - |
| 2670 | Other non-current liabilities - other | 6,228 | - | 6,039 | - | |
| 25XX | Total non-current liabilities | 129,273 | - | 142,038 | 1 | |
| 2XXX | Total liabilities | 11,648,641 | 51 | 12,179,088 | 54 | |
| Equity | ||||||
| Equity attributable to owners of parent company | ||||||
| Share capital | 6 (13) | |||||
| 3110 | Capital stock - common | 3,800,000 | 17 | 3,800,000 | 17 | |
| Capital surplus | 6 (14) | |||||
| 3200 | Capital surplus | 627,683 | 3 | 627,796 | 3 | |
| Retained earnings | 6 (15) | |||||
| 3310 | Legal reserve | 1,098,475 | 5 | 1,070,722 | 5 | |
| 3350 | Undistributed earnings | 5,443,645 | 24 | 4,574,273 | 20 | |
| Other equity | 6 (16) | |||||
| 3400 | Other equity | ( 74,970) | ( 1) | 83,943 | - | |
| 31XX | Total equity attributable to owners of parent company | 10,894,833 | 48 | 10,156,734 | 45 | |
| 36XX | Non-controlling interest | 170,424 | 1 | 122,418 | 1 | |
| 3XXX | Total equity | 11,065,257 | 49 | 10,279,152 | 46 | |
| Significant contingent liabilities and unrecognized contractual commitments | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 22,713,898 | 100 | $ 22,458,240 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Kuoyang Development Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
(except earnings per share which is expressed in NT$)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6 (17) and 7 | $ 4,371,218 | 100 | $ 607,692 | 100 |
| 5000 | Operating costs | 6 (5) (22) (23) | ( 3,134,007) | ( 71) | ( 370,256) | ( 61) |
| 5900 | Operating profit | 1,237,211 | 29 | 237,436 | 39 | |
| Operating expenses | 6 (22) (23) and 7 | |||||
| 6100 | Promotion expenses | ( 182,587) | ( 4) | ( 23,070) | ( 4) | |
| 6200 | Administrative expenses | ( 290,074) | ( 7) | ( 263,301) | ( 43) | |
| 6000 | Total operating expenses | ( 472,661) | ( 11) | ( 286,371) | ( 47) | |
| 6900 | Operating profit (loss) | 764,550 | 18 | ( 48,935) | ( 8) | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6 (18) | 24,248 | - | 19,973 | 3 |
| 7010 | Other income | 6 (19) | 32,257 | 1 | 57,571 | 10 |
| 7020 | Other profits and losses | 6 (20) | ( 1,463) | - | ( 3,754) | ( 1) |
| 7050 | Finance costs | 6 (21) and 7 | ( 62,154) | ( 1) | ( 29,852) | ( 5) |
| 7060 | Share of profit or loss of affiliates and joint ventures recognized under the equity method | 6 (7) | ||||
| 198,523 | 4 | 221,470 | 37 | |||
| 7000 | Total non-operating income and expenses | 191,411 | 4 | 265,408 | 44 | |
| 7900 | Pre-tax profit | 955,961 | 22 | 216,473 | 36 | |
| 7950 | Income tax expenses | 6 (24) | ( 54,177) | ( 1) | ( 11,347) | ( 2) |
| 8200 | Net profit of the term | $ 901,784 | 21 | $ 205,126 | 34 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Remeasurements of defined benefit plan | $ - | - | ($ 450) | - | |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 6 (16) | ( 158,942) | ( 4) | 11,801 | 2 |
| 8310 | Total components of other comprehensive income that will not be reclassified to profit or loss | ( 158,942) | ( 4) | 11,351 | 2 | |
| Components that may be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation of foreign financial statements | ( 1,533) | - | ( 39) | - | |
| 8370 | Share of other comprehensive profit or loss of affiliates and joint ventures recognized under the equity method - components that may be reclassified to profit or loss | ( 91) | - | 23 | - | |
| 8360 | Total components that may be reclassified to profit or loss | 6 (16) | ( 1,624) | - | ( 16) | - |
| 8300 | Other comprehensive income (net) | ($ 160,566) | ( 4) | $ 11,335 | 2 | |
| 8500 | Total comprehensive income | $ 741,218 | 17 | $ 216,461 | 36 | |
| Net profit (loss) attributable to: | ||||||
| 8610 | Owners of the parent company | $ 898,778 | 21 | $ 197,610 | 33 | |
| 8620 | Non-controlling interest | 3,006 | - | 7,516 | 1 | |
| $ 901,784 | 21 | $ 205,126 | 34 | |||
| Total comprehensive income attributable to: | ||||||
| 8710 | Owners of the parent company | $ 738,212 | 17 | $ 208,945 | 35 | |
| 8720 | Non-controlling interest | 3,006 | - | 7,516 | 1 | |
| $ 741,218 | 17 | $ 216,461 | 36 | |||
| EPS | 6 (25) | |||||
| 9750 | Basic earnings per share | $ | 2.37 | $ | 0.52 | |
| 9850 | Diluted earnings per share | $ | 2.36 | $ | 0.52 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Kuoyang Development Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
Years 2023 and 2024 from January 1 to December 31
Unit: NT$ thousand
| Equity attributable to owners of parent company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity | Non-controlling interest | |||||||||
| Capital stock - common | Capital surplus | Legal reserve | Special reserve | Undistributed earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | Total | Total equity | |||
| 2024 | |||||||||||
| Balance as of January 1, 2024 | $ 3,800,000 | $ 627,683 | $ 1,040,789 | $ 138,232 | $ 4,340,439 | $ 22,373 | $ 130,160 | $ 10,099,676 | $ 105,560 | $ 10,205,236 | |
| Net profit of the term | - | - | - | - | 197,610 | - | - | 197,610 | 7,516 | 205,126 | |
| Other comprehensive income for the period | 6 (16) | - | - | - | - | ( 450) | ( 16) | 11,801 | 11,335 | - | 11,335 |
| Total comprehensive income | - | - | - | - | 197,160 | ( 16) | 11,801 | 208,945 | 7,516 | 216,461 | |
| Earnings appropriation and distribution: | 6 (15) | ||||||||||
| Allocation to legal reserve | - | - | 29,933 | - | ( 29,933) | - | - | - | - | - | |
| Reversal of special reserve | - | - | - | ( 138,232) | 138,232 | - | - | - | - | - | |
| Cash dividends | - | - | - | - | ( 152,000) | - | - | ( 152,000) | - | ( 152,000) | |
| Disposal of equity instruments in other comprehensive income measured at fair value through profit and loss | 6 (16) | - | - | - | - | 80,375 | - | ( 80,375) | - | - | - |
| Changes in net value of equity of affiliates recognized under the equity method | - | 113 | - | - | - | - | - | 113 | - | 113 | |
| Changes in non-controlling interests for the period | - | - | - | - | - | - | - | - | 9,342 | 9,342 | |
| Balance as of December 31, 2024 | $ 3,800,000 | $ 627,796 | $ 1,070,722 | $ - | $ 4,574,273 | $ 22,357 | $ 61,586 | $ 10,156,734 | $ 122,418 | $ 10,279,152 | |
| 2025 | |||||||||||
| Balance as at January 1 | $ 3,800,000 | $ 627,796 | $ 1,070,722 | $ - | $ 4,574,273 | $ 22,357 | $ 61,586 | $ 10,156,734 | $ 122,418 | $ 10,279,152 | |
| Net profit of the term | - | - | - | - | 898,778 | - | - | 898,778 | 3,006 | 901,784 | |
| Other comprehensive income for the period | 6 (16) | - | - | - | - | - | ( 1,624) | ( 158,942) | ( 160,566) | - | ( 160,566) |
| Total comprehensive income | - | - | - | - | 898,778 | ( 1,624) | ( 158,942) | 738,212 | 3,006 | 741,218 | |
| Earnings appropriation and distribution: | 6 (15) | ||||||||||
| Allocation to legal reserve | - | - | 27,753 | - | ( 27,753) | - | - | - | - | - | |
| Disposal of equity instruments in other comprehensive income measured at fair value through profit and loss | 6 (16) | - | - | - | - | ( 1,653) | - | 1,653 | - | - | - |
| Changes in net value of equity of affiliates recognized under the equity method | 6 (14) | - | ( 113) | - | - | - | - | - | 113 | - | ( 113) |
| Changes in non-controlling interests for the period | - | - | - | - | - | - | - | - | 45,000 | 45,000 | |
| Balance as of December 31, 2025 | $ 3,800,000 | $ 627,683 | $ 1,098,475 | $ - | $ 5,443,645 | $ 20,733 | ($ 95,703) | $ 10,894,833 | $ 170,424 | $ 11,065,257 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Kuoyang Development Co., Ltd. and Subsidiaries
Consolidated Cash Flow Statement
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
| Notes | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| Net profit before tax of the current period | $ 955,961 | $ 216,473 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6 (22) | 26,878 | 48,329 |
| Amortization cost | 6 (22) | 1,570 | 763 |
| Interest expenses | 6 (21) | 62,154 | 29,852 |
| Interest income | 6 (18) | ( 24,248) | ( 19,973) |
| Share of profit (loss) of affiliates and joint ventures recognized under the equity method | 6 (7) | ||
| Dividend income | 6 (19) | ( 198,523) | ( 221,470) |
| Net gains on financial assets at fair value through profit or loss | 6 (2) (20) | ( 22,629) | ( 22,020) |
| Gains on disposal of investments | 6 (20) | ( 833) | ( 762) |
| Changes in operating assets and liabilities | 1,159 | - | |
| Changes in operating assets | |||
| Contract assets | ( 151,372) | ( 40,831) | |
| Notes receivable | 124,552 | ( 16,726) | |
| Accounts receivable | ( 198,110) | 31,286 | |
| Other receivables | ( 116,305) | ( 898) | |
| Other receivables - related parties | ( 176) | - | |
| Inventories | 335,016 | ( 2,320,282) | |
| Prepayments | ( 27,626) | ( 68,225) | |
| Other Financial Assets - Current | 23,535 | ( 347,373) | |
| Other current assets | 16,798 | ( 243,009) | |
| Changes in operating liabilities | |||
| Contract liabilities | 219,569 | 995,991 | |
| Notes payable | 210,274 | 97,010 | |
| Accounts payable | 322,813 | 282,927 | |
| Other payables | 96,414 | 52,306 | |
| Other current liabilities | 17,597 | 23,584 | |
| Other non-current liabilities | - | ( 9,051) | |
| Cash inflow (outflow) generated from operations | 1,674,468 | ( 1,532,099) | |
| Interest received | 24,248 | 19,973 | |
| Interest paid | ( 250,283) | ( 207,654) | |
| Income tax paid | ( 23,824) | ( 27,920) | |
| Dividends received | 142,689 | 142,080 | |
| Net cash inflow (outflow) from operating activities | 1,567,298 | ( 1,605,620) |
(Continued)
Kuoyang Development Co., Ltd. and Subsidiaries
Consolidated Cash Flow Statement
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
| Notes | January 1 to December 31, 2025 | January 1 to December 31, 2024 | |
|---|---|---|---|
| Cash Flows from Investing Activities | |||
| Acquisition of current financial assets at fair value through profit or loss | ($) | 10,090) | $ - |
| Disposal of current financial assets at fair value through profit or loss | 10,366 | - | |
| Acquisition of current financial assets at fair value through other comprehensive income | ( | 24,386) | ( 186,019) |
| Disposal of current financial assets at fair value through other comprehensive income | 21,371 | 234,429 | |
| Acquisition of payments for investments recognized under the equity method | ( | 120,000) | - |
| Disposal of payments for investments recognized under the equity method | 3,490 | - | |
| Acquisition of non-current financial assets at fair value through other comprehensive income | 7 | - | ( 44,641) |
| Acquisition of intangible assets | ( | 4,298) | ( 703) |
| Increase in refundable deposits | ( | 13,760) | ( 521,293) |
| Decrease in refundable deposits | 27,189 | 519,174 | |
| Acquisition of investment properties | 6 (9) | - | ( 813) |
| Acquisition of property, plant and equipment | ( | 19,292) | ( 20,163) |
| Other Financial Assets - Non-Current | 255,000 | ( 300,000) | |
| Other non-current assets | 37,229 | ( 37,229) | |
| Net cash inflow (outflow) from investing activities | 162,819 | ( 357,258) | |
| Cash Flows from Financing Activities | |||
| Increase in short-term loans | 6 (26) | 5,015,917 | 3,567,182 |
| Decrease in short-term borrowings | 6 (26) | ( 6,445,783) | ( 1,296,114) |
| Increase in guarantee deposits received | 6 (26) | 61,723 | 1,481 |
| Decrease in guarantee deposits received | 6 (26) | ( 60,302) | ( 2,080) |
| Repayments of lease liabilities | 6 (26) | ( 14,178) | ( 24,605) |
| Cash dividends paid | 6 (15) (26) | - | ( 152,000) |
| Changes in non-controlling interests | 45,000 | 9,342 | |
| Net cash inflow (outflow) from financing activities | ( 1,397,623) | 2,103,206 | |
| Net increase (decrease) in cash and cash equivalents | 332,494 | 140,328 | |
| Cash and cash equivalents at beginning of period | 2,257,783 | 2,117,455 | |
| Cash and cash equivalents at end of period | $ 2,590,277 | $ 2,257,783 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Independent Auditor's Report
(2026) Cai-Shen-Bao-Zi No. 25004749
To Kuoyang Development Co., Ltd.:
Audit Opinions
The Individual Balance Sheet of Kuoyang Development Co., Ltd. as of December 31, 2025 and 2024 and the Individual Statement of Comprehensive Income, Individual Statement of Changes in Equity, Individual Cash Flow Statement, and Notes to the Individual Financial Statements (including a summary of material accounting policies) from January 1 to December 31, 2025 and 2024 have been audited by the CPA.
In our opinion and based on our audits and reports of other CPAs, the Individual Financial Statements were prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" in all material respects, and present fairly the individual financial position of Kuoyang Development Co., Ltd. as of December 31, 2025 and 2024, and its individual financial performance and its individual cash flow from January 1 to December 31, 2025 and 2024.
Basis of Audit Opinions
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Accounting (TWSA). Our responsibility based on these standards will be explained in greater detail in the section on our responsibilities for the review of the Individual Financial Statements. The personnel of the CPA firm who are governed by regulations on independence have acted according to the ROC CPA Code of Professional Ethics and remained independent of Kuoyang Development Co., Ltd. when fulfilling other obligations set forth in the Code. We believe that we have obtained sufficient and appropriate evidence as the basis for the audit opinion.
Key Audit Matters
The key audit matters pertain to the most important items of Kuoyang Development Co., Ltd.'s 2025 Individual Financial Statements as per the professional judgment of the CPA. These matters were addressed in the context of our audit of the Individual Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
~35~
Key audit matters of the Individual Financial Statements of Kuoyang Development Co., Ltd. for 2025 are as follows:
Occurrence of income from the sales of houses and land
Description
Refer to Note 4 (27) in the Individual Financial Statements for accounting policies on operating revenue from construction, and refer to Note 6 (16) for the explanation of accounting items.
The revenue from the sales of houses and land in the construction business is recognized when the ownership of the real estate is transferred and the property handover certificate is delivered to the customer. Whether revenue recognition meets the criteria for revenue recognition is a material factor to the overall Financial Statements of the current year. Therefore, the CPA hereby includes the occurrence of income from the sales of houses and land as the most important matter for this audit.
Corresponding auditing procedures
The CPA has compiled the following corresponding procedures that were executed for the specific levels described in the aforementioned key audit matters:
- Understand and review the procedures for recognizing sales revenue from the sales of houses and land and confirm whether the procedures have been consistently adopted in the period of the Financial Statements.
- For the details of the property and land sales revenue recognized in the year, samples are selected and verified against the corresponding real estate ownership transfer and actual property handover to confirm the appropriateness of the property and land sales revenue recorded in the accounts.
Other matters - Reference to audits of other CPAs
We did not audit certain investments accounted for through the equity method in the financial statements of Kuoyang Development Co., Ltd. for 2025 and 2024. Those financial statements were audited by other CPAs. As such, our opinions in the aforementioned Individual Financial Statements on the amounts included in the aforementioned financial statements and related information disclosed in Note 13 were based on audit reports of other CPAs. The investment on equity method totaling NT$1,344,046 thousand and NT$1,350,435 thousand as of December 31, 2025 and 2024, each accounted for 7.16% and 6.73% of the total assets, respectively. The comprehensive income recognized for 2025 and 2024 was NT$117,763 thousand and NT$248,231 thousand, each accounting for 15.95% and 118.80% of the total comprehensive income for the period, respectively.
~36~
Responsibilities of the management and the governing bodies for the Individual Financial Statements
The responsibility of the management was to prepare the individual financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" to properly indicate the company's financial status and to maintain necessary internal control with regard to establishment of individual financial statements to ensure such financial statements did not contain any false contents as a result of fraudulence or mistakes.
When the Individual Financial Statements were in the process of preparation, the responsibility of the management also included assessment of the capacity of Kuoyang Development Co., Ltd. to continue operation, disclosure of related matters and the accounting approaches to be adopted when the company continued to operate unless the management intended to liquidate or suspend the business of Kuoyang Development Co., Ltd. if there was not any other option except liquidation or suspension of the company's business.
The governance units (including the Audit Committee) of Kuoyang Development Co., Ltd. are responsible for overseeing the financial reporting process.
Auditors' Responsibilities for the Audit of the Individual Financial Statements
Our objectives are to obtain reasonable assurance about whether the Individual Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an independent auditor's report. Reasonably reliable means highly reliable. However, auditing work carried out in accordance with the Standards on Auditing (TWSA) cannot guarantee detection of significant misrepresentations in the individual financial statements. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
When conducting the auditing work according to the Standards on Accounting (TWSA), we exercised our professional judgment and professional skepticism. We also execute the following tasks:
-
Identified and evaluated the risk of material misstatement due to fraud or error in the Individual Financial Statements. Designed and carried out appropriate countermeasures for the evaluated risks; Obtained sufficient and appropriate evidence as the basis for the audit opinion. As fraud may involve collusion, forgery, deliberate omissions, false statements, or violations of internal controls, the risks of material misstatements due to fraud are greater than those caused by errors.
-
Acquired necessary understanding about internal control which matters to audit and provide appropriate audit procedure under such circumstances. However, the purpose of such understanding is not for providing any opinion on the effectiveness of internal control of Kuoyang Development Co., Ltd.
-
Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Concluded on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
~37~
uncertainty exists related to events or conditions that may cast significant doubt on Kuoyang Development Co., Ltd.'s ability to continue as a going concern. If we consider that material uncertainty exists in these matters or conditions, we are required to remind the users of the Individual Financial Statements to pay attention to relevant disclosure in the statements in their audit report, or revise the audit opinions when such disclosure is inappropriate. 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 Kuoyang Development Co., Ltd. to cease to continue as a going concern.
-
Evaluated the overall expression, structure and content of the Individual Financial Statements (including related notes) and if these statements present fairly the related transactions and events.
-
Obtained sufficient and appropriate proof for audit on the finances of the individual entities in Kuoyang Development Co., Ltd. to state our opinion on the Individual Financial Statements. We are responsible for the direction, supervision and performance of the individual audit. We remain solely responsible for the audit opinions of the Individual Financial Statements.
The CPAs' communications with the governance units include the planned scope and period of the audit and material finding in the audit (including significant defects identified in the internal control during auditing procedures).
We provided governance units with a statement assuring the personnel of our accounting firm who are subject to independent regulations had acted according to the ROC CPA Code of Professional Ethics to remain neutral and communicated with them about the all relations and other matters (including related preventive measures) that could affect the independence of the CPA.
From the matters communicated with those charged with governance, the CPA determines matters that were of most significance in the audit of the 2025 Individual Financial Statements of Kuoyang Development Co., Ltd. for the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers Taiwan
Yi-Chang Liang
CPA
Chi-Tung Chen
Financial Supervisory Commission
No. of Approval Document: Jin-Guan-Zheng-Shen No.
1070303009
Jin-Guan-Zheng-Shen No.
1130350413
March 12, 2026
Kuoyang Development Co., Ltd.
Individual Balance Sheet
As of December 31, 2025 and 2024
Unit: NT$ thousand
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 6 (1) | $ 1,163,093 | 6 | $ 1,077,619 | 5 |
| 1110 | Current financial assets at fair value through profit or loss | 6 (2) | 14,317 | - | 13,789 | - |
| 1120 | Current financial assets at fair value through other comprehensive income | 6 (3) | 156,561 | 1 | 163,337 | 1 |
| 1140 | Contract assets - current | 6 (16) and 7 | 214,843 | 1 | 79,837 | - |
| 1150 | Notes receivable, net | 6 (4) | 8,562 | - | 122,404 | 1 |
| 1170 | Accounts receivable, net | 6 (4) and 7 | 220,706 | 1 | 19,433 | - |
| 1200 | Other receivables | 7 | 127,705 | 1 | 14,799 | - |
| 1220 | Current income tax assets | 6 (23) | - | - | 1,124 | - |
| 130X | Inventories | 6 (5) (6), 7 and 8 | 10,574,331 | 57 | 12,138,839 | 61 |
| 1410 | Prepayments | 122,945 | 1 | 158,379 | 1 | |
| 1476 | Other Financial Assets - Current | 8 | 239,496 | 1 | 401,529 | 2 |
| 1479 | Other current assets - other | 201,430 | 1 | 214,699 | 1 | |
| 11XX | Total current assets | 13,043,989 | 70 | 14,405,788 | 72 | |
| Non-current assets | ||||||
| 1517 | Non-current financial assets at fair value through other comprehensive income | 6 (3) | 296,247 | 2 | 348,622 | 2 |
| 1550 | Investments recognized under the equity method | 6 (7) and 7 | 5,019,242 | 27 | 4,869,868 | 24 |
| 1600 | Property, plant and equipment | 8 | 58,773 | - | 51,072 | - |
| 1755 | Right-of-use assets | 6 (8) and 7 | 136,755 | 1 | 154,156 | 1 |
| 1760 | Investment properties, net | 6 (9) and 8 | 57,785 | - | 59,024 | - |
| 1840 | Deferred income tax assets | 6 (23) | 23,938 | - | 836 | - |
| 1920 | Refundable deposits | 7 | 76,827 | - | 95,356 | 1 |
| 1980 | Other Financial Assets - Non-Current | 8 | 48,335 | - | 48,335 | - |
| 1990 | Other non-current assets - other | 3,441 | - | 37,943 | - | |
| 15XX | Total non-current assets | 5,721,343 | 30 | 5,665,212 | 28 | |
| 1XXX | Total assets | $ 18,765,332 | 100 | $ 20,071,000 | 100 |
(Continued)
Kuoyang Development Co., Ltd.
Individual Balance Sheet
As of December 31, 2025 and 2024
Unit: NT$ thousand
| Liabilities and Equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6 (10) | $ 5,281,091 | 28 | $ 7,305,346 | 36 |
| 2130 | Contract liabilities - current | 6 (16) and 7 | 1,410,567 | 8 | 1,557,819 | 8 |
| 2150 | Notes payable | 244,580 | 1 | 284,197 | 1 | |
| 2170 | Accounts payable | 364,099 | 2 | 387,147 | 2 | |
| 2219 | Other payables - other | 244,466 | 1 | 139,728 | 1 | |
| 2230 | Current income tax liabilities | 6 (23) | 61,870 | - | 5,870 | - |
| 2280 | Lease liabilities - current | 7 | 14,375 | - | 14,178 | - |
| 2399 | Other current liabilities - other | 121,604 | 1 | 78,103 | - | |
| 21XX | Total current liabilities | 7,742,652 | 41 | 9,772,388 | 48 | |
| Non-current liabilities | ||||||
| 2580 | Lease liabilities - non-current | 7 | 120,202 | 1 | 134,577 | 1 |
| 2645 | Deposits received | 7 | 1,417 | - | 1,262 | - |
| 2670 | Other non-current liabilities - other | 6,228 | - | 6,039 | - | |
| 25XX | Total non-current liabilities | 127,847 | 1 | 141,878 | 1 | |
| 2XXX | Total liabilities | 7,870,499 | 42 | 9,914,266 | 49 | |
| Equity | ||||||
| Share capital | 6 (12) | |||||
| 3110 | Capital stock - common | 3,800,000 | 20 | 3,800,000 | 19 | |
| Capital surplus | 6 (13) | |||||
| 3200 | Capital surplus | 627,683 | 3 | 627,796 | 3 | |
| Retained earnings | 6 (14) | |||||
| 3310 | Legal reserve | 1,098,475 | 6 | 1,070,722 | 6 | |
| 3350 | Undistributed earnings | 5,443,645 | 29 | 4,574,273 | 23 | |
| Other equity | 6 (15) | |||||
| 3400 | Other equity | ( 74,970) | - | 83,943 | - | |
| 3XXX | Total equity | 10,894,833 | 58 | 10,156,734 | 51 | |
| Commitment and contingencies | 9 | |||||
| Significant events after the balance sheet date | 11 | |||||
| 3X2X | Total liabilities and equity | $ 18,765,332 | 100 | $ 20,071,000 | 100 |
The accompanying notes are an integral part of these individual financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Kuoyang Development Co., Ltd.
Individual Statements of Comprehensive Income
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
(except earnings per share which is expressed in NT$)
| Item | Notes | 2025 | 2024 | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6 (16) and 7 | $ 4,419,160 | 100 | $ 513,113 | 100 |
| 5000 | Operating costs | 6 (21)(22) | ( 3,102,863) | ( 71) | ( 297,464) | ( 58) |
| 5900 | Operating profit | 1,316,297 | 29 | 215,649 | 42 | |
| 5910 | Unrealized gains on sales | ( 91,786) | ( 2) | - | - | |
| Operating expenses | 6 (21)(22) and 7 | |||||
| 6100 | Promotion expenses | ( 181,744) | ( 4) | ( 21,490) | ( 4) | |
| 6200 | Administrative expenses | ( 272,563) | ( 6) | ( 231,713) | ( 45) | |
| 6000 | Total operating expenses | ( 454,307) | ( 10) | ( 253,203) | ( 49) | |
| 6900 | Operating profit (loss) | 770,204 | 17 | ( 37,554) | ( 7) | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 6 (17) | 10,433 | - | 11,686 | 2 |
| 7010 | Other income | 6 (18) | 16,125 | - | 37,345 | 7 |
| 7020 | Other profits and losses | 6 (19) | ( 455) | - | ( 1,978) | - |
| 7050 | Finance costs | 6 (20) | ( 62,052) | ( 1) | ( 29,849) | ( 6) |
| 7070 | Share of profit or loss of subsidiaries, affiliates, and joint ventures recognized under the equity method | 6 (7) and 7 | ||||
| 214,534 | 5 | 224,702 | 44 | |||
| 7000 | Total non-operating income and expenses | 178,585 | 4 | 241,906 | 47 | |
| 7900 | Pre-tax profit | 948,789 | 21 | 204,352 | 40 | |
| 7950 | Income tax expenses | 6 (23) | ( 50,011) | ( 1) | ( 6,742) | ( 1) |
| 8200 | Net profit of the term | $ 898,778 | 20 | $ 197,610 | 39 | |
| Other comprehensive income | ||||||
| Components of other comprehensive income that will not be reclassified to profit or loss | ||||||
| 8311 | Remeasurements of defined benefit plan | $ - | - | $ 450) | - | |
| 8316 | Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income | 6 (3)(15) | ||||
| 8330 | Share of other comprehensive profit or loss of subsidiaries, affiliates, and joint ventures recognized under the equity method - components that will not be reclassified to profit or loss | 6 (15) | ( 59,151) | ( 1) | ( 51,996) | ( 10) |
| 8310 | Total components of other comprehensive income that will not be reclassified to profit or loss | ( 99,791) | ( 2) | 63,797 | 12 | |
| Components that may be reclassified to profit or loss | ||||||
| 8361 | Exchange differences on translation of foreign financial statements | ( 21) | - | ( 39) | - | |
| 8380 | Share of other comprehensive profit or loss of subsidiaries, affiliates, and joint ventures recognized under the equity method - components that may be reclassified to profit or loss | 6 (15) | ( 1,603) | - | 23 | - |
| 8360 | Total components that may be reclassified to profit or loss | 6 (15) | ( 1,624) | - | ( 16) | - |
| 8300 | Other comprehensive income (net) | ( $ 160,566) | ( 3) | $ 11,335 | 2 | |
| 8500 | Total comprehensive income | $ 738,212 | 17 | $ 208,945 | 41 | |
| Basic earnings per share | 6 (24) | |||||
| 9750 | Basic earnings per share | $ | 2.37 | $ | 0.52 | |
| Diluted earnings per share | 6 (24) | |||||
| 9850 | Diluted earnings per share | $ | 2.36 | $ | 0.52 |
The accompanying notes are an integral part of these individual financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Kuoyang Development Co., Ltd.
Individual Statements of Changes in Equity
Years 2025 and 2024 from January 1 to December 31
Unit: NT$ thousand
| Notes | Capital stock - common | Capital surplus | Retained earnings | Other equity | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Undistributed earnings | Exchange differences on translation of foreign financial statements | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income | |||||
| 2024 | |||||||||
| Balance as at January 1 | $ 3,800,000 | $ 627,683 | $ 1,040,789 | $ 138,232 | $ 4,340,439 | $ 22,373 | $ 130,160 | $ 10,099,676 | |
| Net profit of the term | - | - | - | - | 197,610 | - | - | 197,610 | |
| Other comprehensive income for the period | 6 (15) | - | - | - | - | ( 450) | ( 16) | 11,801 | 11,335 |
| Total comprehensive income | - | - | - | - | 197,160 | ( 16) | 11,801 | 208,945 | |
| Earnings appropriation and distribution: | 6 (14) | ||||||||
| Allocation to legal reserve | - | - | 29,933 | - | ( 29,933) | - | - | - | |
| Reversal of special surplus reserve | - | - | - | ( 138,232) | 138,232 | - | - | - | |
| Cash dividends | - | - | - | - | ( 152,000) | - | - | ( 152,000) | |
| Disposal of equity instruments in other comprehensive income measured at fair value through profit and loss | 6 (15) | - | - | - | - | 80,375 | - | ( 80,375) | - |
| Changes in net value of equity of affiliates recognized under the equity method | - | 113 | - | - | - | - | - | 113 | |
| Balance as at December 31 | $ 3,800,000 | $ 627,796 | $ 1,070,722 | $ - | $ 4,574,273 | $ 22,357 | $ 61,586 | $ 10,156,734 | |
| 2025 | |||||||||
| Balance as at January 1 | $ 3,800,000 | $ 627,796 | $ 1,070,722 | $ - | $ 4,574,273 | $ 22,357 | $ 61,586 | $ 10,156,734 | |
| Net profit of the term | - | - | - | - | 898,778 | - | - | 898,778 | |
| Other comprehensive income for the period | 6 (15) | - | - | - | - | - | ( 1,624) | ( 158,942) | ( 160,566) |
| Total comprehensive income | - | - | - | - | 898,778 | ( 1,624) | ( 158,942) | 738,212 | |
| Earnings appropriation and distribution: | 6 (14) | ||||||||
| Allocation to legal reserve | - | - | 27,753 | - | ( 27,753) | - | - | - | |
| Disposal of equity instruments in other comprehensive income measured at fair value through profit and loss | 6 (15) | - | - | - | - | ( 1,653) | - | 1,653 | - |
| Changes in net value of equity of affiliates recognized under the equity method | - | ( 113) | - | - | - | - | - | ( 113) | |
| Balance as at December 31 | $ 3,800,000 | $ 627,683 | $ 1,098,475 | $ - | $ 5,443,645 | $ 20,733 | ($ 95,703) | $ 10,894,833 |
The accompanying notes are an integral part of these individual financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Kuoyang Development Co., Ltd.
Individual Cash Flow Statement
Years 2025 and 2024 from January 1 to December 31
| Notes | January 1 to December 31, 2025 | Unit: NTS thousand | |
|---|---|---|---|
| Cash Flows from Operating Activities | |||
| Net profit before tax of the current period | $ 948,789 | $ 204,352 | |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Depreciation | 6 (21) | 26,216 | 41,571 |
| Amortization cost | 6 (21) | 1,570 | 763 |
| Interest expenses | 6 (20) | 62,052 | 29,849 |
| Gain from reversal of impairment | 6 (5) | ( 5,608) | ( 81,384) |
| Interest income | 6 (17) | ( 10,433) | ( 11,686) |
| Dividend income | 6 (18) | ( 10,121) | ( 10,091) |
| Share of profit (loss) of affiliates and joint ventures recognized under the equity method | 6 (7) | ( 214,534) | ( 224,702) |
| Unrealized profit with subsidiaries and affiliated companies | 91,786 | - | |
| Net gains (losses) on financial assets at fair value through profit or loss | 6 (2)(19) | ( 828) | ( 1,379) |
| Gains on disposal of investments | 6 (19) | ( 1,496) | - |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Contract assets | ( 135,006) | ( 40,831) | |
| Notes receivable, net | 113,842 | ( 12,460) | |
| Accounts receivable, net | ( 201,273) | 31,912 | |
| Other receivables | ( 112,730) | 61 | |
| Other receivables - related parties | ( 175) | - | |
| Inventories | 1,698,515 | ( 1,267,016) | |
| Prepayments | 35,434 | ( 58,185) | |
| Other current assets | 13,269 | ( 45,585) | |
| Other financial assets | 162,033 | ( 77,924) | |
| Other non-current assets | 37,230 | ( 37,229) | |
| Changes in operating liabilities | |||
| Contract liabilities | ( 147,252) | 647,944 | |
| Notes payable | ( 39,617) | 47,973 | |
| Accounts payable | ( 23,048) | 272,804 | |
| Other payables | 104,927 | 4,583 | |
| Other current liabilities | 43,501 | 227 | |
| Other non-current liabilities | - | ( 9,051) | |
| Cash inflow (outflow) generated from operations | 2,437,043 | ( 595,484) | |
| Interest received | 10,433 | 11,686 | |
| Interest paid | ( 190,451) | ( 170,422) | |
| Dividends received | 162,019 | 173,514 | |
| Income tax paid | ( 15,990) | ( 20,832) | |
| Net cash inflow (outflow) from operating activities | 2,403,054 | ( 601,538) | |
| Cash Flows from Investing Activities | |||
| Acquisition of current financial assets at fair value through profit or loss | ( 10,090) | - | |
| Disposal of current financial assets at fair value through profit or loss | 10,366 | - | |
| Acquisition of non-current financial assets at fair value through other comprehensive income | 7 | - | ( 44,641) |
| Acquisition of payments for investments recognized under the equity method | 7 | ( 160,000) | ( 1,000,000) |
| - subsidiaries | |||
| Acquisition of payments for investments recognized under the equity method | ( 120,000) | - | |
| Acquisition of property, plant and equipment | ( 15,277) | ( 20,163) | |
| Acquisition of intangible assets | ( 4,297) | ( 703) | |
| Acquisition of investment properties | - | ( 813) | |
| Increase in refundable deposits | ( 8,405) | ( 105,410) | |
| Decrease in refundable deposits | 26,933 | 103,288 | |
| Return of capital from liquidation of subsidiary | 1,467 | - | |
| Return of capital due to capital reduction of subsidiary | 1 | - | |
| Net cash used in investing activities | ( 279,302) | ( 1,068,442) | |
| Cash Flows from Financing Activities | |||
| Increase in short-term loans | 6 (25) | 272,000 | 3,024,483 |
| Decrease in short-term borrowings | 6 (25) | ( 2,296,255) | ( 1,111,963) |
| Increase in guarantee deposits received | 6 (25) | 297 | 124 |
| Decrease in guarantee deposits received | 6 (25) | ( 142) | ( 453) |
| Repayments of lease liabilities | 6 (25) | ( 14,178) | ( 24,605) |
| Cash dividends paid | 6 (14) (25) | - | ( 152,000) |
| Net cash inflow (outflow) from financing activities | ( 2,038,278) | 1,735,586 | |
| Net increase (decrease) in cash and cash equivalents | 85,474 | 65,606 | |
| Cash and cash equivalents at beginning of period | 1,077,619 | 1,012,013 | |
| Cash and cash equivalents at end of period | $ 1,163,093 | $ 1,077,619 |
The accompanying notes are an integral part of these individual financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
Attachment 5
Kuoyang Development Co., Ltd.
Earnings Distribution Statement
2025 Unit: NT$
| Item | Amount |
|---|---|
| Opening undistributed earnings | 4,546,518,716 |
| Plus: After-tax net profit of the 2024 | 898,777,649 |
| Minus:Disposal of equity instruments in other comprehensive income measured at fair value through profit and loss | (1,653,343) |
| 10% legal reserve | (89,712,431) |
| Special surplus reserve | (74,970,092) |
| Distributable earnings | 5,278,960,499 |
| Distribution items: | |
| Shareholder dividends – cash(1 yuan/share) | (380,000,000) |
| Shareholder dividends - stocks | 0 |
| Closing undistributed earnings | 4,898,960,499 |
Chairman: Manager: Accounting Manager:
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Attachment 6
Kuoyang Development Co., Ltd.
Table of Comparison of Revised Articles of the Articles of Incorporation
| After Amendment | Before Amendment | Description | |
|---|---|---|---|
| Article 18 | The board of Directors is formed by the Directors accordance with Article 208 of the Company Law. One director is elected by each other as the chairman of the board, and one vice chairman may be elected by each other in the same manner. The board of directors executes all business of the company in accordance with the laws, articles of association and resolutions of the shareholders’ meeting and the board of directors. The chairman represents the company externally. | The Board of Directors is formed by the Directors in accordance with Article 208 of the Company Act. The Directors shall elect one person among themselves to serve as the Chairman who shall execute all matters of the Company in accordance with laws, regulations, the Articles of Incorporation, and resolutions of the shareholders' meeting and the Board of Directors. | In order to meet the company's operational needs |
| Article 19 | The Chairman shall convene and chair meetings of the Board of Directors. When the chairman of the board is on leave or unable to exercise his or her powers for any reason, his or her proxy shall act in accordance with Article 208 of the Company Law. | The Chairman shall convene and chair meetings of the Board of Directors. If the Chairman is unable to attend, the Chairman may appoint one of the Directors to act on the Chairman's behalf. If no delegate is appointed by the Chairman, one shall be elected from among the directors. | In conjunction with the preceding amendment, provisions shall be made regarding when the chairman of the board of directors requests leave or is unable to exercise his or her authority for any reason. |
| Article 32 | The Articles of Incorporation were established on May 18, 1972. The 1st amendment was on March 31, 1974. The 2nd amendment was on September 17, 1975. The 3rd ~36th.(skip). The 37th amendment was on June 18, 2019. The 38th amendment was on June 10, 2020. The 39rd amendment was on June 17, 2022. The 40rd amendment was on June 13, 2023. The 41rd amendment was on June 26, 2025. The 42nd amendment was on June 9, 2026 | The Articles of Incorporation were established on May 18, 1972. The 1st amendment was on March 31, 1974. The 2nd amendment was on September 17, 1975. The 3rd ~36th(skip). The 37th amendment was on June 18, 2019. The 38th amendment was on June 10, 2020. The 39rd amendment was on June 17, 2022. The 40rd amendment was on June 13, 2023. The 41rd amendment was on June 26, 2025 | Number of amendments and dates. |
Attachment 7
List of candidates for directors (including independent directors)
| Type of Candidate | Name | Education | Experience | Current position | Number of shares held |
|---|---|---|---|---|---|
| Director | Cheng Chi Co., Ltd. | ||||
| Representative: Ho,hsi-fong (Male) | Master of Business Administration, College of Management, National Taiwan University | Chairman, Kuo Yang Development Co.,Ltd | |||
| Kuo Yang Group founder | Kuo Yang Group founder | 23, 124, 570 | |||
| Director | Cheng Chi Co.,Ltd | ||||
| Representative: Chia Chi Hou (Female) | BS in Applied Mathematics and Chemical Engineering, Johns Hopkins University | ||||
| Master/PhD in Department of Bioengineering, Stanford University | |||||
| Master in Applied Computation, Harvard University | Medical Research Assistant, Johns Hopkins University | ||||
| Senior Scientist, Pfizer Inc. | |||||
| Chief Operating Officer of Guoyang Group | Director, Kuo Yang Development Co.,Ltd | ||||
| Chairman, Hanshin Asset Management Co., Ltd. | |||||
| Director, Kaohsiung Arena Development Corporation | |||||
| Chairman, HCW Investment Co., Ltd. | |||||
| Chairman,Ascent Development Opment Co., Ltd | |||||
| Chairman, Junfeng Development Co., Ltd. | |||||
| Chairman, Hanshin Shopping Plaza Co., Ltd. | |||||
| Chairman, Hanshin Department Store Co., Ltd | |||||
| Chairman, Lien Chung International Asset Management Co., Ltd. | |||||
| Director, Grand Hi Lai Hotel Co., Ltd | |||||
| Director, Han Shen Investment Co.,Ltd. | |||||
| Chairman, Chung Shen Development Co., Ltd. | |||||
| Director Star Era International Co., Ltd | |||||
| Director, Chi Yang Construction Co., Ltd. | |||||
| Chairman, Hsueh Yung Co., Ltd. | |||||
| Chairman,Chi Chia Industries Co., Ltd. | |||||
| Director, Verisik Inc. | |||||
| Chairman, Aquas Sports and Culture Co., Ltd. | |||||
| Director Shin Yang International Development Co., Ltd | |||||
| Independent Director of Gamania Digital Technology Co., Ltd | |||||
| Supervisor Asia Bay Intelligent Co., Ltd | |||||
| Chairman Guohong Real Estate Development Co., Ltd | 23, 124, 570 |
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| Director Kuosie Development Co.,Ltd | |||||
|---|---|---|---|---|---|
| Director | Pai Ti Development Co., Ltd | ||||
| Representative: Shao-Ling Peng (Female) | Tungnan University | Vice President, Yu Chieh Construction Co., Ltd | Director, Hanshin Department Store Co., Ltd | ||
| Director, Hanshin Shopping Plaza Co., Ltd. | |||||
| Director, Grand Hi Lai Hotel Co., Ltd | |||||
| Director, Grand Hi Lai Foods Co., Ltd | |||||
| Shang Yang International Asset Management Co., Ltd. | |||||
| Director, Shen Yang Construction Co., Ltd. | |||||
| Che Yang Agricultural Technology Co., Ltd | |||||
| Chi Yang Construction Co., Ltd. | |||||
| Director Star Era International Co., Ltd | |||||
| Director, SE Security Corp. | |||||
| Director Baoyue Landscape Co., Ltd | |||||
| Director, Shin Yang International Development Co., Ltd. | |||||
| Chairman, Yaoyang International Development Co., Ltd. | |||||
| Director, Guohong Real Estate Development Co., Ltd | |||||
| Director, Junfeng Development Co., Ltd. | 4, 402, 948 | ||||
| Director | Pai Ti Development Co., Ltd. | ||||
| Representative: Chien Pung Ruan (Male) | Department of Land Economics, National Chengchi University | Chairman, Lending Committee, The Bankers Association of the Republic of China | |||
| Vice President and Chief Auditor, Land Bank of Taiwan | |||||
| Director, Mega Bills Finance | |||||
| Director, Agricultural Credit Guarantee Fund | Director, Kuo Yang Development Co.,Ltd | ||||
| Chairman, Kaohsiung Arena Development Corporation | |||||
| Director, Hanshin Asset Management Co., Ltd | |||||
| Director, Han Shen Investment Co.,Ltd. | |||||
| Director, SE Security Corp. | 4, 402, 948 | ||||
| Director | Chi Chan Industries Co., Ltd.. | ||||
| Representative : Sannie Huang (Male) | Department of Accounting, Tamkang University | Deloitte Touche Tohmatsu Limited Assistant manager | Supervisor, Hanshin Asset Management Co., Ltd | ||
| Supervisor, Han Shen Investment Co.,Ltd. | |||||
| Chief financial officer | |||||
| Hanshin Shopping Plaza Co., Ltd | |||||
| Director Verisik Inc.- | 698, 880 | ||||
| Director | Chi Chan Industries Co., Ltd. Representative : Yang , Yung-Hung | Master of Business management, National Sun | Chief financial officer, Grand Hi Lai Hotel Co., Ltd | deputy general manager, Grand Hi Lai Kaohsiung | 698, 880 |
-47-
| | (Male) | Yat-sen University
Bachelor of Accounting, National Cheng Kung University | | | |
| --- | --- | --- | --- | --- | --- |
| Independent Director | Chou Chung Chin (Male) | He graduated with a Bachelor of Laws degree from the Department of Law and Commerce at National Chung Hsing University. And Graduated from the Master's Program of the Institute of Law | Taiwan Pingtung District Prosecutors Office Prosecutor
Taiwan Kaohsiung District Prosecutors Office Alternate Prosecutor
Taiwan Kaohsiung District Prosecutors Office Prosecutor
Taiwan Kaohsiung District Prosecutors Office Prosecutor
Taiwan Pingtung District Prosecutors Office Head Prosecutor
Taiwan Tainan District Prosecutors Office Head Prosecutor
Taiwan Kaohsiung District Prosecutors Office Head Prosecutor
Taiwan High Kaohsiung Branch Prosecutors office Prosecutor
Taiwan High Prosecutors office Prosecutor
Taiwan Yilan District Prosecutors Office Chief Prosecutor
Taiwan Tainan District Prosecutors Office Chief Prosecutor
Secretary to the Chief of the Court Department
Taiwan Kaohsiung District Prosecutors Office Chief Prosecutor
Taiwan Kaohsiung District Prosecutors Office Chief Prosecutor
Taiwan Taipei District Prosecutors Office Prosecutor
Supreme Prosecutors Office | Lawyer at Zhengyang United Law Firm | 0 |
| Independent Director | Hsu, Miao-Chiu (Female) | Master of Business Administration, St. John's University
Business | CTBC Bank Co.,Ltd Director
Nankang Rubber Tire Corp.,Ltd Independent Director
Nan Shan Life Insurance Co., Ltd. President/Executive Vice President and Chief Financial | TrueLight Corp Independent Director
Evergreen Aviation Technologies Corp Independent Director | 0 |
-48-
| Administration, College of Law, National Taiwan University | Officer CTBC Bank Co., Ltd Executive Vice President PwC Taiwan Partner Credit Lyonnais Taipei Branch Vice President of Accounting Department Central Trust of China Senior Associate of Trust Office | ||||
|---|---|---|---|---|---|
| Independent Director | Lin Fang-Chi (Male) | Graduated from the Institute of Land Economics, National Chengchi University | Taiwan Land Bank Head Office and Branch Managers General Manager of Land Bank Insurance Brokerage Co., Ltd. Bank of Panhsin deputy general manager | Independent Director ,Taiwan Financial Holdings Bank Taiwan Life insurance Co., Ltd Independent Director ,Huang Hsiang Construction Corporation | 0 |
-49-
Attachment 8
Status of Directors and Independent Directors Concurrently Holding Positions at
Other Companies
| Job title | Name | Name and positions concurrently held at other companies |
|---|---|---|
| Director representative | Chia Chi Hou | Chairman, Hanshin Asset Management Co., Ltd. |
| Director, Kaohsiung Arena Development Corporation | ||
| Chairman, HCW Investment Co., Ltd. | ||
| Chairman, Ascent Development Opment Co., Ltd | ||
| Chairman, Junfeng Development Co., Ltd. | ||
| Chairman, Hanshin Shopping Plaza Co., Ltd. | ||
| Chairman, Hanshin Department Store Co., Ltd | ||
| Chairman, Lien Chung International Asset Management Co., Ltd. | ||
| Director, Grand Hi Lai Hotel Co., Ltd | ||
| Director, Han Shen Investment Co., Ltd. | ||
| Chairman, Chung Shen Development Co., Ltd. | ||
| Director Star Era International Co., Ltd | ||
| Director, Chi Yang Construction Co., Ltd. | ||
| Chairman, Hsueh Yung Co., Ltd. | ||
| Chairman, Chi Chia Industries Co., Ltd. | ||
| Director, Verisik Inc. | ||
| Chairman, Aquas Sports and Culture Co., Ltd. | ||
| Director Shin Yang International Development Co., Ltd | ||
| Independent Director of Gamania Digital Technology Co., Ltd | ||
| Supervisor Asia Bay Intelligent Co., Ltd | ||
| Chairman Guohong Real Estate Development Co., Ltd | ||
| Director Kuosie Development Co., Ltd | ||
| Director representative | Shao-Ling Peng | Director, Hanshin Department Store Co., Ltd |
| Director, Hanshin Shopping Plaza Co., Ltd. | ||
| Director, Grand Hi Lai Hotel Co., Ltd | ||
| Director, Grand Hi Lai Foods Co., Ltd | ||
| Shang Yang International Asset Management Co., Ltd. | ||
| Director, Shen Yang Construction Co., Ltd. | ||
| Che Yang Agricultural Technology Co., Ltd | ||
| Chi Yang Construction Co., Ltd. | ||
| Director Star Era International Co., Ltd | ||
| Director, SE Security Corp. | ||
| Director Baoyue Landscape Co., Ltd | ||
| Director, Shin Yang International Development Co., Ltd. | ||
| Chairman, Yaoyang International Development Co., Ltd. | ||
| Director, Guohong Real Estate Development Co., Ltd | ||
| Director, Junfeng Development Co., Ltd. | ||
| Director representative | Chien Pung Ruan | Director, Kuo Yang Development Co., Ltd |
| Chairman, Kaohsiung Arena Development Corporation | ||
| Director, Hanshin Asset Management Co., Ltd | ||
| Director, Han Shen Investment Co., Ltd. | ||
| Director, SE Security Corp |
-50-
| Director representative | Sannie Huang | Supervisor, Hanshin Asset Management Co., Ltd
Supervisor, Han Shen Investment Co.,Ltd.
Chief financial officer Hanshin Shopping Plaza Co., Ltd
Director Verisik Inc. |
| --- | --- | --- |
| Director representative | Yang , Yung-Hung | Chief financial officer Grand Hi Lai Hotel Co., Ltd
deputy general manager,GRAND HILAI KAOHSIUNG |
| Independent Director | Hsu, Miao-Chiu | TrueLight Corp Independent Director
Evergreen Aviation Technologies Corp Independent Director |
| Independent Director | Lin Fang-Chi | Independent Director ,Taiwan Financial Holdings Bank
Taiwan Life insurance Co., Ltd
Independent Director ,Huang Hsiang Construction Corporation |
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Appendix 1
Kuoyang Development Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Article 1. The shareholder's meetings of Kuoyang Development Co., Ltd. shall be conducted in accordance with these Rules and Procedures, unless otherwise specified by law or the Articles of Incorporation.
Article 2. The Company shall provide an attendance log to record attendance of shareholders in attendance; alternatively, the shareholders in attendance may also submit attendance cards to register their attendance at the meeting.
The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 3. Shareholder attendance and votes are calculated by the number of shares represented during the meeting.
Article 4. The shareholders' meeting shall be held at locations that are suitable and convenient for shareholders to attend. The meeting shall not begin earlier than 9 a.m. or later than 3 p.m.
Shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
The Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters regarding the holding of shareholders' meeting by means of visual communication network.
In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
The restrictions on the location of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting.
Article 5. Shareholders' meetings that are convened by the Board of Directors shall be chaired by the Chairman. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is unavailable or if the Vice Chairman is also unable to
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perform such duties due to leave of absence or any other reason, the Chairman may appoint a Managing Director to act on behalf of the Chairman. If the Company does not have a Managing Director, one of the Directors shall be appointed to act on the Chairman's behalf. If no such designation is made by the Chairman, the Managing Directors or Directors shall select one person from among themselves to serve as chair.
If the shareholders' meeting is convened by an authorized party other than the Board of Directors, the said person shall chair the meeting. If more than one person has the right to convene the meeting, one shall be elected to chair the meeting.
If the chair violates the rules of procedure and adjourns the shareholders' meeting, one person may be elected chair with the consent of one half of the votes represented by shareholders in attendance to resume the meeting.
Article 6. The Company may designate retained lawyers, certified public accountants, or relevant personnel to attend the shareholders' meeting.
Organizers of the shareholders' meeting must wear proper identification or arm badges.
Article 7. The audio or video of the process of the shareholders' meeting shall be recorded and shall be retained for at least one year.
Where a shareholders' meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast, and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters related to the virtual meeting
Article 8. The chair shall call the meeting to order at the time scheduled for the meeting. If the number of shares represented by the shareholders present at the meeting has not yet constituted the quorum at the time scheduled for the meeting, the chair may postpone the time for the meeting. The postponements shall be limited to two times and the meeting shall not be postponed for longer than one hour in aggregate. The chair shall dismiss the meeting if shareholders in attendance represent less than one-third
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of outstanding shares after two postponements. In the event of a virtual shareholders' meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
Preceding paragraph If no quorum can yet be constituted after two postponements, but the shareholders present at the meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Article 175, Paragraph 1 of the Company Act ; A notice of such tentative resolution shall be given to each of the shareholders, and reconvene a Shareholders' meeting within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to this Company pursuant to Articles 2 and 4.
If the number of shares represented during the meeting accumulates to more than half of all outstanding shares before the meeting ends, the chair may re-propose any tentative resolution for final voting, according to Article 174 of the Company Act.
Article 9. The agenda of the meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. Unless otherwise resolved at the meeting, the meeting shall proceed in accordance with the agenda.
The above rule also applies if the shareholders' meeting is convened by any authorized party other than the Board of Directors.
Unless otherwise resolved at the meeting, the chair cannot announce adjournment of the meeting before all the discussion items (including extraordinary motions) listed in the agenda are resolved.
The shareholders may not designate any other person as chair and continue the meeting in the same or another place after the meeting is adjourned.
Article 10. When a shareholder present at the shareholders' meeting wishes to speak, a speech note should be filled out with a summary of the speech, the shareholder's number (or the number of attendance card), and the name of the shareholder. The sequence of speeches by shareholders shall be decided by the chair.
Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated on the opinion slip, only the actual comments spoken shall be recorded.
While a shareholder is speaking, other shareholders shall not speak
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simultaneously or interfere in any way, unless agreed upon by the chair and the person speaking. Any violators shall be stopped by the chair.
Article 11. Unless otherwise permitted by the chair, each shareholder shall not speak more than two times for each discussion item (each time cannot exceed 5 minutes).
In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chair may stop the speech.
Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in the preceding paragraph and Articles 10 and 12 do not apply.
Article 12. If the corporate shareholder is attending as proxy, only one representative shall be appointed to attend the shareholders' meeting.
Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per agenda item.
Article 13. After the speech of a shareholder, the chair may respond on one's own or appoint an appropriate person to respond.
Article 14. The chair may announce the end of the discussion of any resolution and proceed with voting if the chair deems it appropriate.
Article 15. The ballot examiner and ballot counter during polls shall be designated by the chair. The ballot examiner must be a shareholder of the Company. The results of votes shall be announced on-site immediately and recorded.
Article 16. During the meeting, the chair may set time for intermission. In the occurrence of force majeure events, the chair may suspend the meeting temporarily and resume at another time.
If the meeting is unable to conclude all scheduled agenda items (including extempore motions) before the venue is due to be returned, shareholders may resolve to continue the meeting at an alternative venue.
Article 17. Unless otherwise regulated by the Company Act or the Articles of Incorporation, an agenda item is passed when supported by
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shareholders who represent more than half of the total voting rights. At the time of a vote, the shareholders shall vote on each proposal and the results of shareholders' agreement, objection, and abstention shall be input on the Market Observation Post System on the same day of the shareholders' meeting.
Article 18. If there is amendment to or substitution for a discussion item, the chair shall decide the sequence of voting for the discussion item, the amendment, or the substitute. If any resolution is passed, all other proposals shall be deemed rejected, and no further voting is necessary.
Article 19. The chair may instruct marshals (security personnel) to help maintain order in the meeting. The chair may direct the disciplinary officers or the security guard to assist in keeping order in the meeting place.
While maintaining order in the meeting, all marshals (or security personnel) must wear arm bands which identify their roles.
Article 20. When the Company convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 2 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they may not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 21. In the event of a virtual shareholders' meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according
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Article 22.
to the regulations.
In the event of a virtual shareholders' meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chairperson has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the first Paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders' meeting held under the first Paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in first Paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue, and not postponement or resumption thereof under the first Paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting
Article 23.
When convening a virtual shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.
Appendix 2
Kuoyang Development Co., Ltd. Articles of Incorporation
Chapter 1. General Provisions
Article 1. This Company has been established pursuant to the provisions of the Company Act governing limited liability companies and is named Kuoyang Development Co., Ltd.
Article 2. The Company operates the businesses specified below:
I. Commissioned construction of public housing and commercial buildings for lease or sale, appointment by the government's competent authority of industries for the development, lease, and sales of industrial zones. (except for the construction business)
II. Trading, manufacturing, and agency services for of construction materials.
III. Garden landscaping and interior design and construction. (except for the construction business) (except for architect business)
IV. Operations of hotel business.
V. Operations of restaurant business.
VI. Interior and exterior cleaning and maintenance services for buildings.
VII. Operation, control, maintenance, and management of building HVAC equipment and machines for energy use.
VIII. Investments and construction of public facilities such as markets, parks, underground malls, children's amusement parks, and parking lots in urban planning zones.
IX. Operations of bowling, badminton, tennis, table tennis, volleyball, pelota, gateball, squash courts, and golf driving ranges with five holes or less.
X. Operations of swimming pools, bathrooms, and fitness centers.
XI. H701020 Industrial factory buildings lease construction and development.
XII. H701040 Specialized field construction and development.
XIII. H701050 Public works construction and investment.
XIV. H701060 New county and community construction and investment.
XV. H703010 Factory buildings leasing.
XVI. H703020 Warehouse leasing.
XVII. H703030 Office building leasing.
XVIII. H703040 Booth leasing.
XIX. H703050 Conference room leasing.
XX. Import and export trade of the aforementioned products.
XXI. I301030 I301030 Digital information supply services.
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XXII. ZZ99999 All business items that are not prohibited or restricted by law, except those within permitted scope.
Article 3. The Company is headquartered in Taipei City and may establish branch institutions in other appropriate locations as necessary. The establishment, change, or abolishment of such institutions shall be determined by resolutions of the Board of Directors.
Article 4. The public announcements made by the Company shall be published in accordance with Article 28 of the Company Act.
Article 4-1. The Company may provide guarantees to third parties in accordance with regulations.
Article 4-2. Where the Company is a shareholder of limited liability of another company, the Company may be exempted from the restriction on its investment amount.
Chapter 2. Shares
Article 5. The Company's capital is set at NT$7,000,000,000, divided into 700,000,000 shares at NT$10 par value. The Board of Directors is authorized to issue the shares in separate batches.
Article 6. The Company's stocks shall be registered. Share certificates shall be affixed with the signatures or personal seals of the director representing the Company after registration and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof. The total amount of all registered shares held by all Directors must not be lower than a certain percentage of the Company's total outstanding shares. The percentage shall be prescribed in accordance with an order of the competent authority.
When issuing new shares, the Company may print the separately-issued shares on a combined basis and engage a centralized securities depository institute to safekeep the shares.
Stocks issued by the Company are not required to be printed. The Company, however, should contact the centralized securities depository institution for registration of the share certificates.
Article 7. The Company shall administer stock-related operations in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" promulgated by the competent authority.
Article 8. (Deleted)
Article 9. Title transfer of stocks is suspended within 60 days prior to a general shareholders meeting, 30 days prior to an extraordinary shareholders' meeting, or 5 days prior to the baseline date for the issuer's distribution of dividends, bonuses, or other interests.
Chapter 3. Shareholders' Meetings
Article 10. The Company holds general and extraordinary shareholders' meetings. General meetings are to be held once every year and shall be convened within six months after the close of each fiscal year by the Board of Directors in accordance with the law. Extraordinary meetings may be convened when necessary in accordance with the law.
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Shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
The Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters regarding the holding of shareholders' meeting by means of visual communication network.
Article 11. The Chairman of the Board shall chair shareholders' meetings. If the Chairman is unable to attend, the Chairman may appoint one of the Directors to act on the Chairman's behalf. If no delegate is appointed by the Chairman, one shall be elected from among the Directors.
Article 12. The Company's shareholders shall have one voting right per share unless otherwise provided in laws or regulations.
Article 13. In case a shareholder cannot attend a shareholders' meeting in person, the shareholder may appoint a proxy to attend the shareholders' meeting in his/her/its behalf and executing relevant rights in line accordance with Article 177 of the Company Act and other relevant laws and regulations. Except otherwise stipulated by relevant laws, the proxy is not limited to shareholders of the Company.
A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, and relevant matters will be executed in line with applicable laws.
Article 14. Resolutions at shareholders meetings shall, unless otherwise provided for under the Company Act, be adopted by a majority vote of the shareholders present who represent more than one-half of the total number of voting shares.
Article 15. The resolutions of shareholders' meetings must be compiled into meeting minutes, which must be signed or sealed by the chair. The meeting minutes shall include the date and venue of the meeting, the chair's name, the method of resolution, and the proceedings and results of various meeting agenda items. Meeting minutes must be preserved for as long as the company exists. The sign-in books and proxy authorization forms of shareholders in attendance shall be kept for at least one year. However, if a shareholder makes a litigious claim against the Company according to Article 189 of the Company Act, the above-mentioned documents must be retained until the litigation is concluded.
The meeting minutes shall be announced in accordance with Article 183 of the Company Act within 20 days after the meeting.
Chapter 4. Board of Directors
Article 16. The Company's Board of Directors shall have five to nine Directors. The Company adopts a candidate nomination system for the election of directors; shareholders shall elect directors from among
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the nominees listed on the roster of director candidates in accordance with Article 198 of the Company Act.
The number of Independent Directors of the Company shall be no less than three and no less than one fifth of the total number of Directors. The Company adopts a candidate nomination system for the election of Independent Directors; shareholders shall elect Independent Directors from among the nominees listed on the roster of independent director candidates. The professional qualifications, restrictions on both shareholding and concurrent positions held, method of nomination and election, and other requirements with regard to the Independent Directors shall be processed in accordance with related laws and regulations of the competent authority.
Article 17. Directors shall serve three-year terms and are eligible for reelection. When one-third of the director seats become vacant, an extraordinary shareholders' meeting shall be called within 60 days to elect succeeding directors; each successor so elected shall hold office for the remaining term of their predecessors only.
Article 18. The Board of Directors is formed by the Directors in accordance with Article 208 of the Company Act. The Directors shall elect one person among themselves to serve as the Chairman who shall execute all matters of the Company in accordance with laws, regulations, the Articles of Incorporation, and resolutions of the shareholders' meeting and the Board of Directors.
Article 19. The Chairman shall convene and chair meetings of the Board of Directors. If the Chairman is unable to attend, the Chairman may appoint one of the Directors to act on the Chairman's behalf. If no delegate is appointed by the Chairman, one shall be elected from among the directors.
Article 20. Board meetings must be convened in accordance with regulations of the Company Act. If a Director is unable to attend a meeting, he/she may appoint a proxy to attend the meeting on his/her behalf. However, a Director may be made proxy for only one other Director. Unless otherwise stipulated in regulations, resolutions shall be adopted only if more than half of the Directors present vote in favor of the resolution.
If a meeting of the Board of Directors is held by video conference, all Directors attending the video conference shall be deemed to have attended the meeting in person.
Article 20-1. Directors shall be notified of board meetings seven days prior to the meeting with the reason indicated. However, a board meeting may be called at any time in the event of an emergency.
Such notifications may be delivered in written format, by fax, or electronically.
Article 21. The powers of the Board of Directors are as follows:
I. Matters prescribed in Article 14-3 of the Securities and Exchange Act.
II. Matters prescribed in Article 12 of the Rules of Procedure for the Board of Directors' Meetings.
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The Board of Directors is authorized to determine the remuneration paid to Directors based on their participation in the Company's operations, the value of their contributions, and prevailing rates in the industry.
Chapter 5. Audit Committee
Article 22. Deleted
Article 23. Deleted
Article 24. Deleted
Article 25. The Company has established an Audit Committee which is composed of all the Independent Directors in accordance with Article 14-4 of the Securities and Exchange Act. The duties of the Audit Committee and other matters for compliance shall be processed in accordance with related regulations and the Company's bylaws.
Chapter 6. Manager
Article 26. The Company may appoint a manager whose appointment, dismissal, and remuneration shall be made in compliance with Article 29 of the Company Act.
Article 27. The Company's level 1 supervisors shall be nominated by the President and appointed or dismissed by the Board of Directors. Other employees shall be appointed or dismissed by the President in accordance with human resources management rules.
Chapter 7. Accounting
Article 28. The Company's fiscal year begins on January 1 and ends on December 31 each year. The final accounts shall be prepared at the end of each fiscal year. The Board of Directors shall prepare the following documents which shall be submitted to the general shareholders' meeting for ratification in accordance with legal procedures.
I. Business Report
II. Financial Statements
III. Distribution of earnings or loss offsetting proposals.
Article 29. In the event of profit in the year, the Company shall appropriate 0.5% to 5% of the pre-tax earnings (excluding remuneration for Directors and employees) as remuneration for employees and no more than 5% as remuneration for Directors. However, in the event the Company has sustained cumulative losses, a proportion of profit shall be reserved in advance to make up for losses.
Of the total amount of employee compensation actually disbursed, no less than 20% shall be allocated to the compensation of frontline employees. The remuneration for employees in the preceding paragraph may be paid in stock or cash based on a resolution of the Board of Directors, and may be paid to employees of subsidiaries who meet the certain requirements.
The distribution of remuneration for employees and Directors shall be resolved by a majority vote at a board meeting attended by more
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than two thirds of the Directors and it shall be reported at the shareholders' meeting.
Article 29-1. In the event of surplus earnings after closing of annual accounts, due taxes shall be paid in accordance with the law, and losses incurred in previous years shall be compensated. Upon completion of the preceding actions, 10% of the remainder surplus shall be allocated as legal reserve. However, in the event that the accumulated legal reserve is equivalent to or exceeds the Company's total paid-in capital, such allocation may be exempted. In addition, the Board of Directors may, after allocating or reversing special reserve pursuant to the laws or regulations of the competent authority, retain parts of the earnings and prepare an earnings distribution proposal along with undistributed earnings at the beginning of the period.
Where the Company intends to distribute dividends, bonuses, legal surplus reserve, or capital reserve by issuing new shares, it shall be processed in accordance with Article 240 of the Company Act and distributed based on a resolution of the shareholders' meeting. Where dividends are distributed in cash, the Board of Directors shall be authorized to determine such distribution by a resolution adopted by a majority vote at a meeting attended by over two thirds of the Directors and it shall be reported at the shareholders' meeting.
The Company's industry is a stable and mature industry. The dividend policy should account for the financial structure, earnings, and long-term business plans to meet the development and transformation needs. The ratio of stock dividends to cash dividends shall be determined each year based on the requirements for working capital, provided that the cash dividends shall not be less than 20%. When the paid-in capital has reached NT$10 billion, the cash dividends shall not be less than 50%.
Chapter 8. Supplemental Provisions
Article 30. The organizational regulations, bylaws, and enforcement rules of the Company shall be established based on resolutions of the Board of Directors.
Article 31. Any matters not addressed in the Articles of Incorporation shall be governed by the Company Act and other related regulations.
Article 32. The Articles of Incorporation were established on May 18, 1972. The 1st amendment was on March 31, 1974. The 2nd amendment was on September 17, 1975. The 3rd amendment was on October 5, 1976. The 4th amendment was on June 15, 1978. The 5th amendment was on October 18, 1978. The 6th amendment was on February 9, 1979. The 7th amendment was on February 28, 1982. The 8th amendment was on July 28, 1983. The 9th amendment was on September 20, 1988. The 10th amendment was on June 12, 1989. The 11th amendment was on June 24, 1992. The 12th amendment was on May 12, 1992. The 13th amendment was on October 1, 1992. The 14th amendment was on May 1, 1993. The 15th
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amendment was on April 23, 1994. The 16th amendment was on May 29, 1995. The 17th amendment was on May 25, 1996. The 18th amendment was on May 25, 1996. The 19th amendment was on April 16, 1997. The 20th amendment was on January 7, 1998. The 21st amendment was on March 12, 1998. The 22nd amendment was on May 11, 1999. The 23rd amendment was on April 24, 2000. The 24th amendment was on June 21, 2001. The 25th amendment was on May 15, 2002. The 26th amendment was on June 19, 2003. The 27th amendment was on June 9, 2005. The 28th amendment was on June 14, 2006. The 29th amendment was on June 13, 2007. The 30th amendment was on June 13, 2008. The 31st amendment was on June 18, 2010. The 32nd amendment was on December 27, 2011. The 33rd amendment was on June 18, 2012. The 34th amendment was on June 23, 2014. The 35th amendment was on June 7, 2016. The 36th amendment was on June 8, 2017. The 37th amendment was on June 18, 2019. The 38th amendment was on June 10, 2020. The 39th amendment was on June 17, 2022. The 40th amendment was on June 13, 2023. The 41th amendment was on June 28, 2025.
Kuoyang Development Co., Ltd.
Chairman: Tzu-Kuan Lin
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Appendix 3
Kuo Yang Construction Co., Ltd.
Procedures for Election of Directors
I. The elections, re elections, and election of succeeding Directors of the Company will be executed in accordance with these Procedures.
II. Elections of Directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192 1 of the Company Act. For election of the Directors at the Company, each share will have voting rights in number equal to the Directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
III. The number of Directors will be as specified in the Company's Articles of Incorporation, in which those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
IV. When the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.
V. The ballots shall be prepared by the Board of Directors, and filled with the assigned voting rights and distributed to the shareholders in attendance at the Shareholders' Meeting.
VI. During the election, shareholders shall specify the name of the candidate and his/her/its shareholder account number on the column specifying the person being elected on the ballot. If the candidate is not a shareholder, he/she shall indicate his/her name and National ID number. However, when the shareholder is a government agency or an institution, the name of the government agency or institution and its representative should also be indicated in the column specifying the person being elected.
VII. A ballot with any of the following circumstances is considered void:
- A ballot is prepared using these Procedures.
- A blank A blank ballot is placed in the ballot box, or the necessary conditions ballot is placed in the ballot box, or the necessary conditions required in Articles 5 and 6 of these Procedures have not been required in Articles 5 and 6 of these Procedures have not been specified. specified.
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The writing is unclear and indecipherable or has been altered. The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ball The candidate whose name is entered in the ballot is a shareholder, or is a shareholder, and his/her/its account number and name does not match the ones and his/her/its account number and name does not match the ones recorded in the shareholders' register; or the person being elected is recorded in the shareholders' register; or the person being elected is not a shareholder, and his/her/its name and national ID have been not a shareholder, and his/her/its name and national ID have been verified to be inconsistent. verified to be inconsistent.
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The ballot contains two (inclusive) or more persons being elected. The ballot contains two (inclusive) or more persons being elected.
-
There is additional information on the ballot than the name and There is additional information on the ballot than the name and shareholders' account number (or ID number) of the candidate. shareholders' account number (or ID number) of the candidate.
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The candidate's name written in the ballot coincides with The candidate's name written in the ballot coincides with other h other persons, but no information such as shareholder ID or ID card number persons, but no information such as shareholder ID or ID card number has been provided for identification. has been provided for identification.
VIII. The voting rights shall be calculated on site immediately after the end of The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the poll, and the results of the calculation shall be announced by the chair the chair on the site. on the site.
IX. The Board of Directors of the Company shall separately issue The Board of Directors of the Company shall separately issue notifications to the elected Directors. notifications to the elected Directors.
X. Any subject matter unspecified in these Procedures will be executed in Any subject matter unspecified in these Procedures will be executed in accordance with the Company Act, the Articles of Incorporation, accordance with the Company Act, the Articles of Incorporation, and and relevant laws and regulations. relevant laws and regulations.
These Procedures shall be implemented after approval by a Shareholders' Meeting.
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Appendix 4
Statement of Shares Held by Directors of the Company
The shareholdings of all Directors of Kuoyang Development as recorded in the shareholder register up until the book closure date (April 11, 2026) of the shareholders' meeting:
| Title | Name | Number of shares held | Related party | Name | Number of shares held by the individual |
|---|---|---|---|---|---|
| Director | Chi Chan Industries Co., Ltd. | 698,880 | Representative | Tzu-Kuan Lin | 0 |
| Director | Chi Chan Industries Co., Ltd. | 698,880 | Representative | Chia-Chi Hou | 1,020,209 |
| Director | Cheng Chi Co., Ltd. | 23,124,570 | Representative | Jer-Shyong Tsai | 0 |
| Director | Cheng Chi Co., Ltd. | 23,124,570 | Representative | Chien-Ping Juan | 0 |
| Director | Cheng Chi Co., Ltd. | 23,124,570 | Representative | Sannie Huang | 0 |
| Director | Pai Ti Development Co., Ltd. | 4,402,948 | Representative | Pei-Kui Su | 0 |
| Independent Director | Li-Yen Yang | 0 | |||
| Independent Director | Wu-Po Kuo | 0 | |||
| Independent Director | Chiu-Mu Tseng | 0 | |||
| Total | 28,226,398 | 1,020,209 |
The Company's paid-in capital as of April 11, 2026 is NT$3,800,000,000 and the total number of shares issued is 380,000,000 shares.
The minimum number of shares that must be held by all Directors according to Article 26 of the Securities and Exchange Act is as follows:
Minimum number of shares that must be held by all Directors by law: 15,200,000 shares.
The number of shares held by all Directors meets the legally required percentage.
Appendix 5
Other Supplementary Matters: The Company accepts shareholders' proposals and nominate for the 2026 general shareholders' meeting but has not received any proposal from shareholders in the proposal and nominate period.
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