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Apr 24, 2026
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AGM Information
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Stock code: 5519
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Meeting Manual for the 2026 Annual Meeting of Shareholders
May 28, 2026
Table of Contents
Chapter 1. Meeting Procedure ················································································· 1 Chapter 2. Meeting Agenda ···················································································· 2 I. Reports ····· ······················································································· 3 II. Ratifications ······················································································ 4 III. Discussions ······················································································ 5 IV. Other Proposals ················································································· 6 V. Special Motions ·················································································· 6 VI. Meeting Ends ···················································································· 6 Chapter 3. Attachments ························································································· 7 Attachment 1: The Company’s 2025 Business Report ········································· 7 Attachment 2: Audit Committee's Review Report ·············································· 8 Attachment 3: Independent Auditors’ Report and Consolidated Financial Statements for 2025 ················································································· 9 Attachment 4: Independent Auditors’ Report and Individual Financial Statements for 2025 ··············································································· 17 Attachment 5: Earnings Distribution Table ···················································· 25 Attachment 6: Comparison Table of the “Rules for Shareholders Meetings” Before and After Revision ···································································· 26 Attachment 7: For the List of Directors Subject to the Release of Non-Compete Restrictions and Their Specific Competing Engagements ·················· 27 Chapter 4. Appendices ························································································ 28 Appendix 1: Articles of Incorporation ·························································· 28 Appendix 2: Rules for Shareholders Meetings (Before Revision) ·························· 36 Appendix 3: Shareholdings of All Directors ··················································· 49 Appendix 4: Acceptance of Shareholder Proposals ··········································· 50
Long Da Construction & Development Corporation 2026 Annual Meeting of Shareholders
Chapter 1. Meeting Procedure
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I. Call for Meeting
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II. Chair's Speech
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III. Reports
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IV. Ratifications
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V. Discussions
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VI. Other Proposals
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VII. Special Motions
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VIII. Meeting Ends
1
Chapter 2. Meeting Agenda
Time: 10:30 a.m. on May 28, 2026 (Thursday)
Location: 26F-2, No. 6, Minquan 2nd Road, Qianzhen District, Kaohsiung City
Convening method: Physical shareholders’ meeting
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I. Reports
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(I) The Company’s 2025 Business Report
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(II) The Audit Committee's review report on the Company's statements for 2025
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(III) Distribution of employee remunerations and director remunerations in 2025
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(IV) Report on distribution of cash dividends for 2025
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II. Ratifications
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(I) 2025 Business Report, financial statements and earnings distribution table
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III. Discussions
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(I) Revising parts of the "Rules for Shareholders Meetings"
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(II) Proposal for issuance of new shares through capitalization of earnings for 2025
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IV. Other Proposals
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(I) Proposal for lifting the non-compete restrictions on the current directors
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V. Special Motions
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VI. Meeting Ends
2
I. Report Items
Proposal 1
Proposal: The Company’s 2025 Business Report
Description: For the 2025 Business Report, please refer to Attachment 1 on p. 7 of this Handbook.
Proposal 2
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Proposal: The Audit Committee's review report on the Company's statements for 2025
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Description: The Company's 2025 statements have been reviewed by the Audit Committee and the Audit Committee has issued a review report. Please refer to Attachment 2 on page 8 of the Handbook.
Proposal 3
Proposal: Distribution of employee remunerations and director remunerations in 2025
Description:
-
I. According to Article 27 of the Articles of Incorporation of the Company: If the Company shows profits in the annual settlement, the losses should be compensated first. If there is still a surplus, 2% to 4% of the remainder should be allocated for employee remuneration and no more than 4% of directors’ remuneration should be allocated. Of the aforementioned employee remuneration, no less than 30% shall be reserved for distribution to grassroots employees.
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II. After deliberation by the Remuneration Committee and the Board of Directors, the allocation of employee compensation and directors' compensation for 2025 is as follows:
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Employee remunerations 4%: NT$59,286,234, distributed in cash.
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Director remunerations 4%: NT$59,286,234, distributed in cash.
Proposal 4
Proposal: Report on distribution of cash dividends for 2025
Description:
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I. According to Article 27-1, Paragraph 3 of the Articles of Incorporation of the Company: The Board of Directors is authorized to distribute all or part of the dividends and bonuses in cash by special resolution and report to the shareholders’ meeting.
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II. The Company resolved on March 11, 2026, to distribute cash dividends of about NT$3.3 per share. This distribution of cash dividends is made by use of the distribution ratio to the dollar (NT$), rounded down to the dollar, and the total amount of the fraction of the dollar is distributed and transferred to other income of the Company.
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III. The proposal has been approved by the Board of Directors and the Board of Directors has been authorized to set another ex-dividend base date and process dividend distribution matters. If the dividend ratio changes due to subsequent changes in the number of outstanding shares of the Company, the Chairman is also authorized to handle relevant matters.
3
II. Ratifications
Proposal 1 (Submitted by the Board of Directors)
Proposal: The 2025 business report, financial statements and earnings distribution table are hereby submitted for approval.
Description:
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I. The Company's 2025 financial statements have been reviewed by accountants Fang-Wen Lee and Calvin Chen from Ernst & Young.
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II. Please refer to Attachment 1 on page 7 and Attachments 3, 4, and 5 on pages 9 to 25 of this Handbook for the Company’s 2025 Business Report, Auditor’s Report, financial statements mentioned above, and Earnings Distribution Table.
Resolution:
4
III. Discussions
Proposal 1 (Submitted by the Board of Directors)
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Proposal: Amendments to parts of the “Rules for Shareholders Meetings” are hereby submitted for resolution.
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Description: In accordance with the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies, the Company proposes to amend the “Rules for Shareholders Meetings.” For the comparison table of the amended provisions, please refer to Attachment 6 on page 26.
Resolution:
Proposal 2 (Submitted by the Board of Directors)
Proposal: Proposal for issuance of new shares through capitalization of earnings for 2025 is hereby submitted for resolution.
Description:
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I. To strengthen working capital, the Company proposes to appropriate NT$109,598,590 from the distributable earnings of 2025 as stock dividends, to be capitalized for the issuance of 10,959,859 new shares, with a par value of NT$10 per share.
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II. Based on the Company’s 219,197,180 outstanding shares as of December 31, 2025, the distribution shall be made in proportion to each shareholder’s shareholding as recorded in the shareholders’ register on the record date for share allocation, at a rate of 50 bonus shares for every 1,000 shares held.
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III. Fractional shares of less than one share may be combined by shareholders into whole shares by registering with the Company’s stock affairs agent within five days from the book closure date. Any remaining fractional shares that are not combined, or that are insufficient to constitute one full share after combination, shall be paid in cash up to the nearest NT dollar. The corresponding shares shall be authorized for subscription by specific persons designated by the Chairman at par value. The Company will deliver the distributed shares through bookentry transfer. Cash payments for fractional shares will be used to cover the handling fees for book-entry distribution.
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IV. The new shares issued in this capital increase shall have the same rights and obligations as the existing common shares. Upon approval by the Annual Shareholders' Meeting and subsequent approval by the competent authority, the Chairman shall be authorized to determine the record date for share distribution. In the event that the competent authority requires any amendments, the Board of Directors is authorized to handle all related matters at its full discretion.
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V. In the event that, due to share repurchases, cancellation of shares, issuance of new shares, or any other causes affecting changes in the Company’s share capital, the number of outstanding shares is thereby altered and consequently results in a change in the shareholders’ stock dividend distribution ratio, it is proposed that the shareholders’ meeting authorize the Board of Directors to handle and adjust relevant matters accordingly.
Resolution:
5
IV. Other Proposals
Proposal 1 (Submitted by the Board of Directors)
Proposal: Proposal for lifting the non-compete restrictions on the current directors is hereby submitted for discussion.
Description:
-
I. Pursuant to Paragraph 1, Article 209 of the Company Act, which stipulates that 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.
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II. Among the Directors of the Company’s 17th Board of Directors, some directors may invest in or operate other companies engaging in the same or similar lines of business as the Company and concurrently serve as directors thereof. In order to comply with applicable laws and regulations, and on the condition that the interests of the Company are not prejudiced, it is hereby proposed, following a resolution of the Board of Directors, to submit this matter to the shareholders’ meeting for approval to lift the non-compete restrictions applicable to the relevant directors.
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III. For the list of directors subject to the release of non-compete restrictions and their specific competing engagements, please refer to Attachment 7 on page 27 of this manual.
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Resolution:
V. Special Motions
VI. Meeting Ends
6
Chapter 3. Attachments
Attachment 1: The Company’s 2025 Business Report
The operating revenue of the Company’s final accounts for 2025 was NT$5,452,080,000, and the operating income of the final accounts for 2024 was NT$6,251,440,000, representing a decrease of approximately NT$799,360,000 or a decrease of 12.79%. The comprehensive income in the final accounts for 2025 was NT$1,090,660,000, and the comprehensive income in the final accounts for 2024 was NT$857,750,000, representing an increase of about NT$232,910,000, or an increase of about 27.15%. The basic after-tax earnings per share based on the Company's profit in 2025 was NT$4.96
(I) Operating Results in 2025
Unit: NT$ thousand
| Item | 2025 actual amount | 2024 actual amount | Growth rate(%) |
|---|---|---|---|
| Operatingrevenue | 5,452,084 | 6,251,438 |
-12.79 |
| Grossprofit | 1,804,803 | 1,553,243 |
16.20 |
| Operating profit | 1,341,883 | 1,091,757 |
22.91 |
| Comprehensive income | 1,090,659 | 857,747 |
27.15 |
(II) Financial Status and Profitability
| Item | 2025 | 2024 | |
|---|---|---|---|
| ROA % | 8.51 | 7.14 | |
| ROE % | 18.12 | 15.27 | |
| Issued capital ratio % | Operating profit | 61.21 | 49.80 |
| Netprofit before tax | 62.20 | 50.23 | |
| Netprofit ratio % | 19.95 | 13.68 | |
| Current earningsper share(NT$) | 4.96 | 3.90 |
Long Da Construction & Development Corporation
Chairperson of the Board: Chen, Wu-Tsung
Manager: Hung, Mao-Yuan
Head of Accounting: Kuo, Hsiu-Hsiang
7
Attachment 2: Audit Committee's Review Report
Audit Committee's Review Report
The Board of Directors has prepared and submitted the 2025 Business Report, Financial Statements, and various documents, of which the financial statements have been audited by the CPAs Fang-Wen Lee and Calvin Chen of Ernst & Young and an Audit Report is submitted. The above-mentioned business report, financial statement and earnings distribution proposal have been checked by the Audit Committee and no discrepancies have been found. The report is prepared in accordance with the Securities and Exchange Act and the Company Act.
Long Da Construction & Development Corporation
Audit Committee convener:
Lin Xiangkai
March 11, 2026
8
Attachment 3: Independent Auditors’ Report and Consolidated Financial Statements for 2025
Independent Auditors' Report
The Board of Directors and Shareholders of Long Da Construction & Development Corporation:
Opinions
We have audited the accompanying consolidated balance sheets of Long Da Construction & Development Corporation and its subsidiaries (collectively, the "Company") as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the Consolidated Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), IFRIC Interpretations and SIC Interpretations recognized and announced by the Financial Supervisory Commission (FSC) in all material aspects, and are considered to have reasonably expressed the consolidated financial conditions of Long Da Construction & Development Corporation and its subsidiaries as of December 31, 2025 and 2024, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2025 and 2024.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing guidelines. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Long Da Construction & Development Corporation and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of Long Da Construction & Development Corporation and its subsidiaries for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
9
Inventory Valuation
As of December 31, 2025, Long Da Construction & Development Corporation and its subsidiaries has a net inventory of NT$10,125,386 thousand, or approximately 69% of the individual total assets, and is therefore material to the Consolidated Financial Statements. Inventories are mainly composed of land for construction, buildings under construction, and buildings for sale. Due to the characteristics of the industry, these products are unique, regional, and immovable, and are vulnerable to changes to government policies, government promotion of public project plans and regulations. The impact of changes may cause inventory prices to fluctuate easily, and it is not easy to determine the net realizable value. Therefore, we decided to include this as a key audit item.
The audit procedures of the CPA include (but are not limited to), considering that the sales price is easily affected by changes in external market factors, and inquiring about the selling price of neighboring areas or the selling price of sold units to assess whether there is a price drop. Buildings for sale are compared to the original inventory costs based on their actual sales price to evaluate the recovery of inventory value. The market analysis and comparative information of newly acquired land for development is then reviewed to assess whether the net realizable value of the inventory is fairly expressed.
We have also considered the appropriateness of inventory disclosure in Note 5 and Note 6.3 of the Consolidated Financial Statements.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, IFRIC Interpretations, SIC Interpretations and their announcements recognized and announced by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.
During the preparation of the Consolidated Financial Statements, management’s responsibilities also include evaluation of the ability of Long Da Construction & Development Corporation and its subsidiaries to continue as a going concern, disclosure of relevant matters, and the adoption of accounting basis for continuing as a going concern unless management intents on liquidating Long Da Construction & Development Corporation and its subsidiaries or suspend operations, or there is no other viable solution than liquidation or suspension of operations.
The governance unit (including the Audit Committee) of Long Da Construction & Development Corporation and its subsidiaries is responsible for supervising the financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to
10
issue an auditors' report that includes our opinion. Reasonable assurance is defined as a high degree of assurance. However, it cannot be guaranteed that an audit carried out in accordance with generally accepted auditing standards will certainly detect material misstatement in 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.
We use professional judgment and maintains professional suspicion when conducting audits in accordance with auditing standards. We also perform the following tasks:
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Identify and evaluate the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for their audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of Long Da Construction & Development Corporation and its subsidiaries.
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Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
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Conclude 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 the ability of Long Da Construction & Development Corporation and its subsidiaries to operate as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Long Da Construction & Development Corporation and its subsidiaries to cease to continue as a going concern.
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Evaluate the overall expression, structure and contents of the Consolidated Financial Statements (including relevant Notes), and whether the Consolidated Financial Statements fairly present relevant transactions and items.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Consolidated Financial Statements of the Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the key audit matters of Long Da Construction & Development Corporation and its subsidiaries' Consolidated Financial Statements for the year ended December 31, 2025. 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.
Others
Long Da Construction & Development Corporation has prepared the Parent Company Financial Report of 2025 and 2024, and the CPA has issued an unqualified opinion in the audit report for reference.
Ernst & Young
The consolidated financial statements were prepared in accordance with the regulations governing public companies, as approved by the competent authority. Audit Report No.: Jin-Guan-Zheng-Shen-Zi No. 1010045851 Jin-Guan-Zheng-Liu-Zi No. 0970038990
Fang-Wen Lee
CPA:
Calvin Chen
March 11, 2026
12
Long Da Construction & Development Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024
| Unit: NT$ thousands | Unit: NT$ thousands | |||||
|---|---|---|---|---|---|---|
| Assets | December31,2025 | December31,2024 | ||||
| Code | Accounting Items | Notes | Amount |
% | Amount |
% |
| 1100 1140 1170 1180 1320 1410 1476 1479 11xx 1600 1755 1760 1801 1840 1900 15xx 1xxx |
Current assets Cash and Cash Equivalents Contract assets - current Net accounts receivable Net accounts receivable - related parties Inventories Prepayments Other financial assets Other current assets Total current assets Non-current assets Property, plant, and equipment Right-of-use assets Net investment properties Intangible assets Deferred income tax assets Other non-current assets Total non-current assets Total assets |
4/6.1 4/6.16, 6.17 4/6.2, 6.17 4/6.2, 17/7 4/6.3/8 6.4 8 16 4/6.5/8 4/6.18 4/6.6/8 4/6.7 4/6.22 4/6.8 |
$3,067,558 163,684 79,155 1,133 10,125,386 20,716 519,099 52,704 14,029,435 49,755 1,124 634,824 836 12,974 54,645 754,158 $14,783,593 |
21 1 1 0 69 0 4 0 96 0 0 4 0 0 0 4 100 |
$1,429,385 77,626 106,428 1,228 10,131,137 734,793 516,583 135,251 13,132,431 52,145 756 653,762 661 13,042 14,902 735,268 $13,867,699 |
10 1 1 0 73 5 4 1 95 0 0 5 0 0 0 5 100 |
| Liabilities andEquity | December31,2025 | December31,2024 | ||||
| Code | Accounting Items | Notes | Amount |
% | Amount |
% |
| 2100 2110 2130 2150 2170 2180 2200 2230 2250 2280 2300 2322 21xx 2530 2540 2570 2580 2600 25xx 2xxx 3100 3110 3200 3300 3310 3350 3400 31xx 3xxx |
Current liabilities Short-term loans Short-term notes and bills payable Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Liability provisions - current Lease liabilities - current Other current liabilities Current portion of long-term borrowings Total current liabilities Non-current liabilities Bonds payable Long-term bank loans Deferred income tax liabilities Lease liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of the Company Capital stock Capital stock - common shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the parent company Total equity Total liabilities and equity |
4/6.9 4/6.10 4/6.16/7 7 4/6.22 4/6.11 4/6.18 4/6.13 4/6.12 4/6.13 4/6.22 4/6.18 4/6.15 |
$1,075,513 49,994 94,487 23,116 1,051,204 22,345 320,206 187,745 18,201 666 19,229 783,665 3,646,371 2,299,000 2,611,731 1,404 466 5,133 4,917,734 8,564,105 2,191,972 50,614 873,128 3,089,573 3,962,701 14,201 6,219,488 6,219,488 $14,783,593 |
7 0 1 0 7 0 2 1 0 0 0 5 23 16 18 0 0 0 34 57 15 1 6 21 27 0 43 43 100 |
$517,622- 442,387 26,368 1,019,307 2,963 170,445 173,624 15,358 496 19,011 267,830 2,655,411 2,299,000 3,117,516 1,031 271 8,049 5,425,867 8,081,278 2,191,972 50,614 787,378 2,743,598 3,530,976 12,859 5,786,421 5,786,421 $13,867,699 |
4- 3 0 7 0 1 1 0 0 0 2 18 17 22 0 0 0 39 57 16 0 6 21 27 0 43 43 100 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan
Accounting Supervisor: Kuo Hsiu-Hsiang
13
Long Da Construction & Development Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
| Unit: NT$ thousands | Unit: NT$ thousands | |||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Notes | 2025 | 2024 | % 100 (75) 25 (4) (4) (8) 17 0 0 (0) (0) 0 17 (4) 13 13 0 (0) 0 0 0 13 13 13 |
|
| Amount | % | Amount | ||||
| 4000 5000 5900 6000 6100 6200 6900 7000 7100 7010 7020 7050 7900 7950 8000 8200 8300 8310 8311 8349 8360 8361 8399 8500 8600 8610 8700 8710 9750 9850 |
Operating revenue Operating costs Gross profit Operating expenses Selling and marketing expenses General and administrative expenses Total operating expenses Operating profit Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses Net income before tax Income tax (expense) Net income from continuing operations for the period Net income for the period Other comprehensive income Components that will not be reclassified to profit or loss Gains (losses) on re-measurements of defined benefit plans Income tax related to components that will not be reclassified to profit or loss Components that may be reclassified to profit or loss Exchange differences on translation of financial statements of foreign operations Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income for the current period (net of tax) Total comprehensive income for the period Net income attributable to: Owners of the Company Total comprehensive income attributable to: Owners of the Company Earnings per share (NT$) Basic earnings per share Diluted earnings per share |
4/6.16/7 4/6.19 4/6.19 4/6.20 4/6.22 6.21 4/6.23 |
$5,452,084 (3,647,281) 1,804,803 (254,461) (208,459) (462,920) 1,341,883 19,629 4,114 (534) (1,471) 21,738 1,363,621 (275,810) 1,087,811 1,087,811 1,883 (377) 1,649 (307) 2,848 $1,090,659 $1,087,811 $1,090,659 $4.96 $4.92 |
100 (67) 33 (5) (4) (9) 24 0 0 (0) (0) 0 24 (5) 19 19 0 (0) 0 (0) 0 19 19 19 |
$6,251,438 (4,698,195) 1,553,243 (232,008) (229,478) (461,486) 1,091,757 11,292 4,139 (4,276) (1,803) 9,352 1,101,109 (245,672) 855,437 855,437 2,577 (515) 66 182 2,310 $857,747 $855,437 $857,747 $3.90 $3.87 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan
Accounting Supervisor: Kuo Hsiu-Hsiang
14
Long Da Construction & Development Corporation and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
| Item | Equity attributable to owners of the Company | Equity attributable to owners of the Company | Equity attributable to owners of the Company | Equity attributable to owners of the Company | Total equity |
||||
|---|---|---|---|---|---|---|---|---|---|
| Capital stock | Capital surplus |
Retained earnings | Other equity items |
Total | |||||
| Capital stock - common shares |
Legal reserve |
Unappropriated earnings |
Exchange differences on translation of financial statements of foreign operations |
||||||
| Code | 3100 | 3200 | 3310 | 3350 | 3410 | 31XX | 3XXX | ||
| A1 B1 B5 D1 D3 D5 Z1 A1 B1 B5 D1 D3 D5 Z1 |
Balance as of January 1, 2024 Appropriation and distribution of earnings for the year ended December 31, 2023 Legal reserve Cash dividends of common stock Net income for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024 Total comprehensive income for the period Balance as of December 31, 2024 Balance as of January 1, 2025 Appropriation and distribution of earnings for the year ended December 31, 2024 Legal reserve Cash dividends of common stock Net income for the year ended December 31, 2025 Other comprehensive income for the year ended December 31, 2025 Total comprehensive income for the period Balance as of December 31, 2025 |
$2,191,972 - - - - - $2,191,972 $2,191,972 - - - - - $2,191,972 |
$50,614 - - - - - $50,614 $50,614 - - - - - $50,614 |
$706,575 80,803 - - - - $787,378 $787,378 85,750 - - - - $873,128 |
$2,449,136 (80,803) (482,234) 855,437 2,062 857,499 $2,743,598 $2,743,598 (85,750) (657,592) 1,087,811 1,506 1,089,317 $3,089,573 |
$12,611 - - - 248 248 $12,859 $12,859 - - - 1,342 1,342 $14,201 |
$5,410,908 - (482,234) 855,437 2,310 857,747 $5,786,421 $5,786,421 - (657,592) 1,087,811 2,848 1,090,659 $6,219,488 |
$5,410,908-(482,234) 855,437 2,310 857,747 $5,786,421 $5,786,421 -(657,592) 1,087,811 2,848 1,090,659 $6,219,488 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan
Accounting Supervisor: Kuo Hsiu-Hsiang
15
Long Da Construction & Development Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
| Code | Item | 2025 | 2024 | Code | Item | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| Amount | Amount | Amount | Amount | ||||
| AAAA A10000 A20000 A20010 A20100 A20200 A20900 A21200 A22500 A29900 A30000 A31125 A31130 A31150 A31160 A31200 A31230 A31240 A32125 A32130 A32150 A32160 A32180 A32230 A33000 A33100 A33500 AAAA |
Cash flows from operating activities: Net income before tax for the period Adjustment items: Adjustments: Depreciation expenses Amortization expenses Interest expenses Interest income Loss on disposal of property, plant, and equipment Other items Changes in operating assets and liabilities: Contract assets (increase) Decrease in notes receivable Decrease in accounts receivable Decrease in accounts receivable - related parties Decrease (increase) in inventories Decrease in prepayments Decrease (increase) in other current assets Contract liabilities (decrease) Decrease in notes payable Increase in accounts payable Increase (decrease) in accounts payable - related parties Increase in other payables Increase (decrease) in other current liabilities Cash inflows from operating activities Interest received Income tax paid Net cash flows generated from operating activities |
$1,363,621 25,806 3,277 1,471 (19,629) 18 88 (86,058) - 27,273 95 170,170 711,427 82,529 (347,900) (3,252) 31,897 19,382 147,540 3,061 2,130,816 19,647 (261,932) 1,888,531 |
$1,101,109 25,624 3,375 1,803 (11,292) 4,108 - (6,600) 50 72,607 632 (292,484) 4,526 (46,480) (511,470) (67,038) 1,611 (8,155) 14,537 (14,965) 271,498 11,292 (177,594) 105,196 |
BBBB B02700 B02800 B04500 B05400 B06500 B06700 B06800 BBBB CCCC C00100 C00200 C00500 C00600 C01200 C01600 C01700 C04020 C04300 C04400 C04500 C05600 CCCC DDDD EEEE E00100 E00200 |
Cash flows from investing activities: Acquisition of property, plant, and equipment Disposal of property, plant, and equipment Acquisition of intangible assets Acquisition of investment property Increase in other financial assets Increase in other non-current assets Decrease in other non-current assets Net cash flow (outflow) from investing activities Cash flows from financing activities: Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Issuance of corporate bonds Proceeds from long-term loans Repayments of long-term loans Repayment of lease principal Increase in other non-current liabilities Decrease in other non-current liabilities Cash dividends paid Interest paid Net cash inflows (outflows) from financing activities Effects of exchange rate changes on the balance of cash held in foreign currencies Net increase in cash and cash equivalents for the period Cash and cash equivalents at beginning of period Cash and cash equivalents at the end of period |
(1,769)- (802) (2,251) (2,516) (37,860) - (45,198) 1,848,192 (1,290,301) 49,994 - - 1,665,265 (1,655,215) (685) - (2,916) (657,592) (163,649) (206,907) 1,747 1,638,173 1,429,385 $3,067,558 |
(1,697) 9 (371) (15,396) (199,738) - 16,340 (200,853) 1,466,475 (1,655,038) - (49,928) 1,000,000 1,982,239 (2,020,418) (565) 5,207 - (482,234) (139,435) 106,303 401 11,047 1,418,338 $1,429,385 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan
Accounting Supervisor: Kuo Hsiu-Hsiang
16
Attachment 4: Independent Auditors’ Report and Individual Financial Statements for 2025
Independent Auditors' Report
The Board of Directors and Shareholders of Long Da Construction & Development Corporation:
Auditor's opinion
We have audited the accompanying parent company balance sheets of Long Da Construction & Development Corporation as of December 31, 2025 and 2024, the related parent company only statements of comprehensive income, changes in equity and cash flows for the three months then ended, and the related notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the "parent company only financial statements").
In our opinion, the Parent Company Only Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, and are considered to have reasonably expressed the parent company only financial conditions of Long Da Construction & Development Corporation as of December 31, 2025 and 2024, as well as the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2025 and 2024.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing guidelines. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Long Da Construction & Development Corporation in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements of Long Da Construction & Development Corporation for the year ended December 31, 2025. These matters were addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
17
Inventory Valuation
As of December 31, 2025, Long Da Construction & Development Corporation has a net inventory of NT$10,125,386 thousand, or approximately 69% of the individual total assets, and is therefore material to the Parent Company Only Financial Statements. Inventories are mainly composed of land for construction, buildings under construction, and buildings for sale. Due to the characteristics of the industry, these products are unique, regional, and immovable, and are vulnerable to changes to government policies, government promotion of public project plans and regulations. The impact of changes may cause inventory prices to fluctuate easily, and it is not easy to determine the net realizable value. Therefore, we decided to include this as a key audit item.
The audit procedures of the CPA include (but are not limited to), considering that the sales price is easily affected by changes in external market factors, and inquiring about the selling price of neighboring areas or the selling price of sold units to assess whether there is a price drop. Buildings for sale are compared to the original inventory costs based on their actual sales price to evaluate the recovery of inventory value. The market analysis and comparative information of newly acquired land for development is then reviewed to assess whether the net realizable value of the inventory is fairly expressed.
We have also considered the appropriateness of inventory disclosure in Note 5 and Note 6.3 of the Parent Company Only Financial Statements.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
To ensure that the Parent Company Only Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Parent Company Only Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for preparing and maintaining necessary internal control procedures pertaining to the Parent Company Only Financial Statements.
During the preparation of Parent Company Only Financial Statements, management’s responsibilities also include evaluation of the ability of Long Da Construction & Development Corporation to continue as a going concern, disclosure of relevant matters, and the adoption of accounting basis for continuing as a going concern unless management intents on liquidating Long Da Construction & Development Corporation or suspend operations, or there is no other viable solution than liquidation or suspension of operations.
The governance unit (including the Audit Committee) of Long Da Construction & Development Corporation is responsible for supervising the financial reporting process.
18
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is defined as a high degree of assurance. However, it cannot be guaranteed that an audit carried out in accordance with generally accepted auditing standards will certainly detect material misstatement in 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.
We use professional judgment and maintains professional suspicion when conducting audits in accordance with auditing standards. We also perform the following tasks:
-
Identify and evaluate the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of Long Da Construction & Development Corporation.
-
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
Conclude 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 Long Da Construction & Development Corporation's ability to operate as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Parent Company Only Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Long Da Construction & Development Corporation to cease to continue as a going concern.
-
Evaluate the overall expression, structure and contents of the Parent Company Only Financial Statements (including relevant Notes), and whether the Parent Company Only Financial Statements fairly present relevant transactions and items.
19
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Parent Company Only Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Parent Company Only Financial Statements of the Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the key audit matters of Long Da Construction & Development Corporation's Parent Company Only Financial Statements for the year ended December 31, 2025. 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.
Ernst & Young
The consolidated financial statements were prepared in accordance with the regulations governing public companies, as approved by the competent authority. Audit Report No.: Jin-Guan-Zheng-Shen-Zi No. 1010045851 Jin-Guan-Zheng-Liu-Zi No. 0970038990
CPA:
Fang-Wen Lee Calvin Chen
March 11, 2026
20
LONG DA CONSTRUCTION & DEVELOPMENT CORPORATION
Parent Company Only Balance Sheets
December 31, 2025 and 2024
| Unit: NT$ thousands | Unit: NT$ thousands | |||||
|---|---|---|---|---|---|---|
| Assets | December31,2025 | December31,2024 | ||||
| Code | Accounting Items |
Notes | Amount |
% | Amount |
% |
| 1100 1140 1170 1180 1320 1410 1476 1479 11xx 1550 1600 1755 1760 1801 1840 1900 15xx 1xxx |
Current assets Cash and cash equivalents Contract assets - current Net accounts receivable Net accounts receivable - related parties Inventories Advance payments Other financial assets Other current assets Total current assets Non-current assets Investments recognized under the equity method Property, plant, and equipment Right-of-use assets Net investment properties Intangible assets Deferred income tax assets Other non-current assets Total non-current assets Total assets |
4/6.1 4/6.17, 18 4/6.2, 18 4/6.2, 18/7 4/6.3/8 6.4 8 6.17 4/6.5 4/6.6/8 4/6.19 4/6.7/8 4/6.8 4/6.23 4/6.9, 6.15 |
$3,062,520 163,684 79,155 1,133 10,125,386 20,705 519,099 52,704 14,024,386 6,641 47,609 1,124 634,824 836 12,974 54,645 758,653 $14,783,039 |
21 1 1 0 69 0 4 0 96 0 0 0 4 0 0 0 4 100 |
$1,426,706 77,626 106,167 1,228 10,131,137 734,768 516,583 134,494 13,128,709 4,891 49,865 756 653,762 661 13,042 14,902 737,879 $13,866,588 |
10 1 1 0 73 5 4 1 95 0 0 0 5 0 0 0 5 100 |
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||
| Code | AccountingItems | Notes | Amount |
% | Amount |
% |
| 2100 2110 2130 2150 2170 2180 2200 2230 2250 2280 2300 2322 21xx 2530 2540 2570 2580 2600 25xx 2xxx 3100 3110 3200 3300 3310 3350 3400 3xxx |
Current liabilities Short-term loans Short-term notes and bills payable Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Liability provisions - current Lease liabilities - current Other current liabilities Current portion of long-term borrowings Total current liabilities Non-current liabilities Bonds payable Long-term bank loans Deferred income tax liabilities Lease liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities Equity Capital stock Capital stock - common shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity Total liabilities and equity |
4/6.10 4/6.11 4/6.17/7 7 4/6.23 4/6.12 4/6.19 4/6.14 4/6.13 4/6.14 4/6.23 4/6.19 4/6.16 |
$1,075,513 49,994 94,487 23,116 1,051,204 22,345 320,064 187,745 18,201 666 19,222 783,665 3,646,222 2,299,000 2,611,731 1,404 466 4,728 4,917,329 8,563,551 2,191,972 50,614 873,128 3,089,573 3,962,701 14,201 6,219,488 $14,783,039 |
7 0 1 0 7 0 2 1 0 0 0 5 23 16 18 0 0 0 34 57 15 0 6 22 28 0 43 100 |
$517,622- 442,387 26,368 1,019,307 2,963 170,297 173,624 15,358 496 18,472 267,830 2,654,724 2,299,000 3,117,516 1,031 271 7,625 5,425,443 8,080,167 2,191,972 50,614 787,378 2,743,598 3,530,976 12,859 5,786,421 $13,866,588 |
4- 3 0 7 0 1 1 0 0 0 2 18 17 22 0 0 0 39 57 16 0 6 21 27 0 43 100 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan
Accounting Supervisor: Kuo Hsiu-Hsiang
21
LONG DA CONSTRUCTION & DEVELOPMENT CORPORATION
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
| Unit: NT$ thousands | Unit: NT$ thousands | |||||
|---|---|---|---|---|---|---|
| Code | Accounting Items | Notes | 2025 | 2024 | ||
| Amount |
% | Amount |
% | |||
| 4000 5000 5900 6000 6100 6200 6900 7000 7100 7010 7020 7050 7070 7900 7950 8000 8200 8300 8310 8311 8349 8360 8361 8399 8500 9750 9850 |
Operating Revenue Operating costs Gross profit Operating expenses Selling and marketing expenses General and administrative expenses Total operating expenses Operating profit Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries accounted for using the equity method Total non-operating income and expenses Net income before tax Income tax (expense) Net income from continuing operations for the period Net income for the period Other comprehensive income Components that will not be reclassified to profit or loss Gains (losses) on re-measurements of defined benefit plans Income tax related to components that will not be reclassified to profit or loss Components that may be reclassified to profit or loss Exchange differences on translation of financial statements of foreign operations Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive income for the current period (net of tax) Total comprehensive income for the period Earnings per share (NT$) Basic earnings per share Diluted earnings per share |
4/6.17/7 4/6.20 4/6.20 4/6.21 4/6.5 4/6.23 6.22 4/6.24 |
$5,449,569 (3,647,281) 1,802,288 (254,461) (208,257) (462,718) 1,339,570 19,625 4,114 (261) (1,471) 2,006 24,013 1,363,583 (275,772) 1,087,811 1,087,811 1,883 (377) 1,649 (307) 2,848 $1,090,659 $4.96 $4.92 |
100 (67) 33 (5) (4) (9) 24 0 0 (0) (0) 0 0 24 (5) 19 19 0 (0) 0 (0) (0) 19 |
$6,230,022 (4,698,730) 1,531,292 (232,008) (197,582) (429,590) 1,101,702 11,290 4,103 (7) (1,464) (14,553) (631) 1,101,071 (245,634) 855,437 855,437 2,577 (515) 66 182 2,310 $857,747 $3.90 $3.87 |
100 (75) 25 (4) (3) (7) 18 0 0 (0) (0) (0) (0) 18 (4) 14 14 0 (0) 0 0 0 14 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan Accounting Supervisor: Kuo Hsiu-Hsiang
22
LONG DA CONSTRUCTION & DEVELOPMENT CORPORATION
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
| Item | Capital stock | Capital surplus |
Retained earnings | Retained earnings | Other equity items | Total equity | |
|---|---|---|---|---|---|---|---|
| Capital stock - common shares |
Legal reserve |
Unappropriated earnings |
Exchange differences on translation of financial statements of foreign operations |
||||
| Code | 3100 | 3200 | 3310 | 3350 | 3410 | 3XXX | |
| A1 B1 B5 D1 D3 D5 Z1 A1 B1 B5 D1 D3 D5 Z1 |
Balance as of January 1, 2024 Appropriation and distribution of earnings for the year ended December 31, 2023 Legal reserve Cash dividends of common stock Net income for the year ended December 31, 2024 Other comprehensive income for the year ended December 31, 2024 Total comprehensive income for the period Balance as of December 31, 2024 Balance as of January 1, 2025 Appropriation and distribution of earnings for the year ended December 31, 2024 Legal reserve Cash dividends of common stock Net income for the year ended December 31, 2025 Other comprehensive income for the year ended December 31, 2025 Total comprehensive income for the period Balance as of December 31, 2025 |
$2,191,972 - - - - - $2,191,972 $2,191,972 - - - - - $2,191,972 |
$50,614 - - - - - $50,614 $50,614 - - - - - $50,614 |
$706,575 80,803 - - - - $787,378 $787,378 85,750 - - - - $873,128 |
$2,449,136 (80,803) (482,234) 855,437 2,062 857,499 $2,743,598 $2,743,598 (85,750) (657,592) 1,087,811 1,506 1,089,317 $3,089,573 |
$12,611 - - - 248 248 $12,859 $12,859 - - - 1,342 1,342 $14,201 |
$5,410,908-(482,234) 855,437 2,310 857,747 $5,786,421 $5,786,421 -(657,592) 1,087,811 2,848 1,090,659 $6,219,488 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan
Accounting Supervisor: Kuo Hsiu-Hsiang
23
LONG DA CONSTRUCTION & DEVELOPMENT CORPORATION
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$ thousands
| Unit: | NT$ thousands | |||||||
|---|---|---|---|---|---|---|---|---|
| Code | Item | 2025 | 2024 | Code | Item | 2025 | 2024 | |
| Amount | Amount | Amount | Amount | |||||
| AAAA A10000 A20000 A20010 A20100 A20200 A20900 A21200 A22400 A22500 A29900 A30000 A31125 A31130 A31150 A31160 A31200 A31230 A31240 A32125 A32130 A32150 A32160 A32180 A32230 A33000 A33100 A33500 AAAA |
Cash flows from operating activities: Net income before tax for the period Adjustment items: Adjustments: Depreciation expenses Amortization expenses Interest expenses Interest income Share of profit or loss of subsidiaries accounted for using the equity method Loss on disposal of property, plant, and equipment Other items Changes in operating assets and liabilities: Contract assets (increase) Decrease in notes receivable Decrease in accounts receivable Decrease in accounts receivable - related parties Decrease (increase) in inventories Decrease in prepayments Decrease (increase) in other current assets Contract liabilities (decrease) Decrease in notes payable Increase in accounts payable Increase (decrease) in accounts payable - related parties Increase in other payables Increase (decrease) in other current liabilities Cash inflows from operating activities Interest received Income tax paid Net cash flows generated from operating activities |
$1,363,583 25,770 3,277 1,471 (19,625) (2,006) 18 88 (86,058) - 27,012 95 170,170 711,413 81,772 (347,900) (3,252) 31,897 19,382 149,799 3,593 2,130,499 19,643 (261,894) 1,888,248 |
$1,101,071 25,273 3,375 1,464 (11,290) 14,553 7 - (6,600) 50 72,868 632 (292,664) 1,359 (45,727) (511,470) (67,038) 1,611 (8,155) 18,713 (15,339) 282,693 11,290 (177,556) 116,427 |
BBBB B01800 B02700 B02800 B04500 B05400 B06500 B06700 B06800 BBBB CCCC C00100 C00200 C00500 C00600 C01200 C01600 C01700 C04020 C04300 C04400 C04500 C05600 CCCC DDDD EEEE E00100 E00200 |
Cash flows from investing activities: Acquisition of investments accounted for using the equity method Acquisition of property, plant, and equipment Disposal of property, plant, and equipment Acquisition of intangible assets Acquisition of investment property Increase in other financial assets Increase in other non-current assets Decrease in other non-current assets Net cash flow (outflow) from investing activities Cash flows from financing activities: Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Decrease in short-term notes and bills payable Issuance of corporate bonds Proceeds from long-term loans Repayments of long-term loans Repayment of lease principal Increase in other non-current liabilities Decrease in other non-current liabilities Cash dividends paid Interest paid Net cash inflows (outflows) from financing activities Effects of exchange rate changes on the balance of cash held in foreign currencies Net increase in cash and cash equivalents for the period Cash and cash equivalents at beginning of period Cash and cash equivalents at the end of period |
- (1,769) - (802) (2,251) (2,516) (37,860) - (45,198) 1,848,192 (1,290,301) 49,994 - - 1,665,265 (1,655,215) (685) - (2,897) (657,592) (165,902) (209,141) 1,905 1,635,814 1,426,706 $3,062,520 |
(14,924) (1,230) 9 (371) (15,396) (199,738) - 16,340 (215,310) 1,457,248 (1,634,851) - (49,928) 1,000,000 1,982,239 (2,020,418) (565) 4,783 - (482,234) (140,855) 115,419 527 17,063 1,409,643 $1,426,706 |
(Please refer to the notes to the consolidated financial statements)
Chairman: Chen Wu-Tsung
Manager: Hung Mao-Yuan
Accounting Supervisor: Kuo Hsiu-Hsiang
24
Attachment 5: Earnings Distribution Table
Long Da Construction & Development Corporation
2025
Earnings Distribution Table
| Unit: NT$ Amount 2,000,256,192 1,087,811,321 1,506,130 -108,931,745 2,980,641,898 -723,350,694 -109,598,590 2,147,692,614 |
|
|---|---|
| Item | Amount |
| Openingbalance | 2,000,256,192 |
| Plus: After-tax netprofit of the currentyear | 1,087,811,321 |
| Plus: Actuarialprofits and losses(Note 1) | 1,506,130 |
| Minus: Legal reserve(Note 2) | -108,931,745 |
| Distributable earnings | 2,980,641,898 |
| Distribution items | |
| Cash dividends (NT$3.3 per share) Stock dividends(NT$0.5per share) (Note 3, Note 4) |
-723,350,694 -109,598,590 |
| Closingundistributed earnings | 2,147,692,614 |
Note 1: Actuarial profits and losses on defined benefits plans for 2025.
-
Note 2: For the earnings distribution in the financial statements, “total amount of net profit for the period plus other items added to the current year’s undistributed earnings” shall be used as the basis for the legal reserve.
-
Note 3: As of the closing date on March 30, 2026, the number of outstanding shares of the Company is 219,197,180 shares.
-
Note 4: According to the provisions of Article 66-9 of the Income Tax Act, priority will be given to the distribution of dividends from the 2025 earnings of profit-making enterprises.
-
Note 5: On March 11, 2026, the Board of Directors resolved to distribute a cash dividend of NT$3.3 per share and a stock dividend of NT$0.5 per share, totaling NT$832,949,284. The cash dividend shall be calculated to the nearest NT dollar based on the distribution ratio, with any fractional amounts below NT$1 rounded down. The aggregate amount of fractional cash dividends less than NT$1 shall be recognized as other income of the Company.
Chairperson of the Board: Chen, Wu-Tsung
Manager: Hung, Mao-Yuan
Head of Accounting: Kuo, Hsiu-Hsiang
25
Attachment 6: Comparison Table of the “Rules for Shareholders Meetings” Before and After Revision
Existing articles
Article 3
Unless otherwise specified by law or Articles of Incorporation, shareholders' meetings are convened by the Board of Directors.
The hosting of video conference shareholders' meetings by the Company shall be regulated otherwise in Regulations Governing the Administration of Shareholder Services of Public Companies, clearly stated in the Articles of Incorporation, and approved by the Board of Directors. The video conference shareholders' meeting shall also be decided by a majority vote in a Board meeting with at least two thirds of directors in attendance, and the decision shall be reported during a shareholders' meeting.
Changes to the method for convening the shareholders' meeting of the Company shall require a resolution of the Board of Directors, and the change must be implemented before the meeting notices are sent.
The Company shall prepare an electronic file that contains the meeting notice, a proxy form, a detailed description of various agenda items to be acknowledged or discussed during the meeting, and notes on re-election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before the annual meeting of shareholders, or 15 days before an extraordinary shareholders' meeting. At least 21 days before the annual meeting of shareholders, or 15 days before an extraordinary shareholders' meeting, an electronic copy of the shareholders' meeting manual and supplementary information shall be posted onto MOPS. Physical copies of the shareholders' meeting manual and supplementary information shall also be prepared at least 15 days before the meeting and made accessible to shareholders at any time. These documents must be placed within the Company's premises and at the share administration agency. (The remainder is omitted. )
Amended articles
Article 3
Unless otherwise specified by law or Articles of Incorporation, shareholders' meetings are convened by the Board of Directors.
The hosting of video conference shareholders' meetings by the Company shall be regulated otherwise in Regulations Governing the Administration of Shareholder Services of Public Companies, clearly stated in the Articles of Incorporation, and approved by the Board of Directors. The video conference shareholders' meeting shall also be decided by a majority vote in a Board meeting with at least two thirds of directors in attendance, and the decision shall be reported during a shareholders' meeting.
Changes to the method for convening the shareholders' meeting of the Company shall require a resolution of the Board of Directors, and the change must be implemented before the meeting notices are sent.
The Company shall prepare an electronic file that contains the meeting notice, a proxy form, a detailed description of various agenda items to be acknowledged or discussed during the meeting, and notes on re-election or dismissal of directors, the shareholders’ meeting handbook, and supplementary meeting materials, and post it onto the Market Observation Post System (MOPS) at least 30 days before the annual meeting of shareholders, or 15 days before an extraordinary shareholders' meeting. Physical copies of the shareholders' meeting manual and supplementary information shall also be prepared at least 15 days before the meeting and made accessible to shareholders at any time. These documents must be placed within the Company's premises and at the share administration agency.
(The remainder is omitted. )
Description
In accordance with Article 6 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies, the Company shall disclose the meeting manual and related information for the Annual Shareholders' Meeting at least 30 days prior to the meeting.
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Attachment 7: For the List of Directors Subject to the Release of Non-Compete Restrictions and Their Specific Competing Engagements
| No. | Name | Position in the Company |
Name of Other Company (Proposed/Current) |
Position in Other Company |
Whether the Business is the Same as or Similar to the Company’s Primary Business Scope |
Description |
|---|---|---|---|---|---|---|
| 1 | Chen, Wu-Tsung | Chairman | Hong Yao Construction Co., Ltd. |
Chairman | Yes | The company is engaged in real estate development, which is similar to the Company’s primary business scope. |
| 2 | Chen You-Qi | Vice Chairman |
Hong Yao Construction Co., Ltd. |
Director | Yes | The company is engaged in real estate development, which is similar to the Company’s primary business scope. |
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Chapter 4. Appendices
Appendix 1: Articles of Incorporation
Long Da Construction & Development Corporation
Articles of Incorporation
Chapter I. General Provisions
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Article 1: The Company was organized in accordance with the provisions of the Company Act and was named Long Da Construction & Development Corporation, and its English name is Long Da Construction & Development Corporation.
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Article 2: The businesses scope of the Company is as follows:
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E101011 Comprehensive Construction Activities.
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H701010 Housing and Building Development and Rental.
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H701020 Industrial Factory Development and Rental.
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H701050 Investment, Development and Construction in Public Construction.
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F111090 Wholesale of Building Materials.
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H703100 Real Estate Leasing.
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J901020 Regular Hotel
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J801030 Athletics and Recreational Sports Stadium
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JZ99120 General Bathhouse
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JZ99020 Sauna
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C104020 Manufacture of Bakery and Steam Products
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F501060 Restaurants
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F501030 Beverage Shops
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ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
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Article 3: The Company's reinvestment amount may exceed 40% of the Company's paid-in capital.
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Article 3-1: The Company may provide external guarantees depending on business needs, in accordance with the “Endorsement Guarantee Method” stipulated by the Company.
-
Article 4: The Company is headquartered in Kaohsiung City, Taiwan, and may establish domestic or foreign branches subject to the Board of Directors' approval. The establishment of, changes to, and cancellation of the branches are subject to resolutions by the Board of Directors.
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| Article | 5: | The Company's announcement method is implemented in accordance with the |
|---|---|---|
| Company Act of the Republic of China and other relevant laws and regulations. | ||
| Chapter II. Shareholding | ||
| Article | 6: | The total capital of the Company shall be in the amount of NT$3 billion divided into |
| 300 million shares at NT$10 per share to be issued in installments at the discretion of | ||
| the Board of Directors. | ||
| Article | 7: | The Company’s shares may be exempt from printing stock. If the Company prints |
| stocks, it shall comply with the provisions of the Company Act of the Republic of | ||
| China and other relevant laws and regulations. | ||
| The stocks printed by the Company should be registered stocks and issued in | ||
| accordance with the Company Act of the Republic of China and other relevant laws | ||
| and regulations. | ||
| Article | 8: | Registration for the transfer of shares shall be suspended for 60 days before the annual |
| meeting of shareholders, for 30 days before an extraordinary shareholders' meeting, or | ||
| 5 days before the baseline date the Company decides to distribute dividends and bonus | ||
| or other benefits. | ||
| Article | 9: | When shareholders of the Company handle share affairs such as share transfer, pledge |
| setting, cancellation, loss report, inheritance gift, seal loss report, change or address | ||
| change, etc., except as otherwise stipulated by laws and securities regulations, the | ||
| matters should be handled in accordance with the "Regulations Governing the | ||
| Administration of Shareholder Services of Public Companies" issued by the competent | ||
| authority. | ||
| Chapter III. Shareholders' Meetings | ||
| Article | 10: | The Company holds annual and extraordinary shareholders' meetings. Annual |
| meetings of shareholders 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 are convened when necessary in accordance with | ||
| the law. All shareholders shall be informed of the reason for meeting 30 days before | ||
| the annual meeting of shareholders or 15 days before an extraordinary meeting is | ||
| convened. | ||
| Article | 11: | When a shareholder is unable to attend the shareholders’ meeting for any reason, a |
| power of attorney issued by the Company shall specify the scope of authorization. The | ||
| use of the power of attorney and the restrictions on voting rights of the entrusted agent | ||
| to attend the meeting are subject to the provisions of Article 177 of the Company Act | ||
| and shall comply with the “Regulations Governing the Use of Proxies for Attendance | ||
| at Shareholder Meetings of Public” issued by the competent authority. |
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| Article | 12: | Each shareholder of the Company shall be entitled to one vote for each share. No voting |
|---|---|---|
| power shall be granted, however, to Company shares prescribed in Article 179 of the | ||
| Company Act. | ||
| Article | 13: | When the shareholders’ meeting is convened by the Board of Directors, the |
| Chairperson shall be the chair. In the event that the Chairperson is absent for any reason, | ||
| his or her substitute was to be appointed in accordance with Article 208 of the | ||
| Company Act. For meetings convened by any authorized party other than the Board of | ||
| Directors, the convener will act as the meeting chairperson. If there are two or more | ||
| conveners at the same time, one shall be appointed from among them to chair the | ||
| meeting. | ||
| Article | 14: | Resolutions at a shareholders' meeting shall, unless otherwise provided for in the |
| Articles of Incorporation or Company Act, be adopted by a majority vote of the | ||
| shareholders present or delegates, who represent more than one-half of the total number | ||
| of voting issued shares. | ||
| Shareholders who have voted using the electronic method are considered to have | ||
| attended shareholders' meeting in person, and relevant matters will be handled in | ||
| accordance with laws and regulations. | ||
| Article | 15: | Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed |
| or sealed by the chair then disseminated to each shareholder no later than 20 days after | ||
| the meeting. The minutes must detail the date and venue of the meeting, the chair's | ||
| name, the method of resolution, and the proceeding and results of various meeting | ||
| agenda items. The meeting minutes, the attendance list bearing the signatures of | ||
| shareholders present at the meeting, and the powers of attorney of proxies shall be | ||
| retained together by the Company. These minutes must be retained for as long as the | ||
| Company is in existence. | ||
| The preparation and distribution of meeting minutes can be made in electronic form | ||
| or as an announcement. | ||
| Article | 15-1 | When the Company's shareholders' meeting is held, it may be held by video |
| conference or other methods announced by the central competent authority. | ||
| Chapter IV. Director | ||
| Article | 16: | The Company’s board consists of seven to nine directors serving for a term of three |
| years. They are elected by the shareholders’ meeting from capable persons and may be | ||
| re-elected. The total number of shares of the Company’s registered stocks held by all | ||
| directors shall be issued by the securities authority according to the “Rules and Review | ||
| Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”. | ||
| When a director transfers more than one-half of the shares held at the time of their | ||
| election during their term of office, they shall be dismissed from their position. |
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Among the number of directors in the preceding paragraph, at least three must be independent directors.
- Article 16-1: Among the number of directors in the preceding paragraph, at least three must be independent directors.
Article 16-2: The election of directors is held by nomination in accordance with Article 192-1 of the Company Act. The methods of nominating director candidates, announcements and other related matters shall be handled in accordance with the relevant laws and regulations of the Company Act and the Securities and Exchange Act. Independent and non-independent directors shall be elected at the same time, but the number of elected candidates shall be separately calculated.
Article 16-3: The Company established an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of all independent directors. The members of the audit committee, the exercise of powers and other matters to be followed, are in accordance with the Company Act, the Securities and Exchange Act, related laws and regulations, and the Articles of Incorporation. Article 17: When vacancies among Directors reached one-third, or when the number of Independent Directors fell below three, the Board of Directors was required to convene a special shareholder meeting within 30 days to elect replacements. The term of office of the replacements was limited to the unexpired term(s) of the original officeholders. After the Company's public offering of shares, the Board of Directors shall convene an extraordinary shareholders’ meeting within 60 days to handle the matters described above. Article 18: If the re-election cannot be completed before the expiration of the term of office, the term of office for the directors shall be extended until the re-elected directors assume office. The competent authority, however, is entitled to demand the Company complete the re-election according to the position. If there is still no re-election upon the expiration of the extended term of office, the directors shall be dismissed from the position on the expiration date. Article 19: The Board of Directors is composed of directors. For the selection of a Chairperson, two-thirds or more of the directors must be present and more than half of the present directors shall agree to nominate one director as Chairperson and one director as vice Chairperson, who represent the Company externally and execute all internal affairs in accordance with laws and regulations, the Company’s Articles of Incorporation, and resolutions of the shareholders’ meeting and Board of Directors meeting. Article 20: Unless otherwise specified in the Company Act, resolutions of the Board of Directors shall be voted for by a majority of the directors present when the meeting is attended
31
by a majority of directors. If a Director is unable to attend a Board meeting, he/she may appoint a proxy to attend the meeting by completing the Company's proxy form and specifying the scope of delegation. However, each person may only act as the proxy for one director.
During the Board of Directors meeting, if video conferencing is used, the directors who participate in the meeting on the video screen shall be deemed to have attended the meeting in person.
-
Article 21: The execution of the Company's business shall be carried out by the resolution of the Board of Directors, except for matters that shall be resolved by the shareholders’ meeting as stipulated in the Company Act or the Articles of Incorporation.
-
The Board of Directors meeting shall be convened by the chairperson, but the first meeting of the Board of Directors of each term shall be convened in accordance with Article 203 of the Company Act. If the Chairman is unable to perform his/her duties, a proxy shall be appointed in accordance with Article 208 of the Company Act.
-
A Board meeting may be convened through written notice, email or fax that states the reason for the meeting to each director at least seven days before the meeting date. A meeting of the Board of Directors may be convened at any time in the event of an emergency.
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Article 22: The meeting minutes of the Board of Directors shall be prepared and signed and stamped by the chair and distributed to all directors within 20 days after the meeting. The minutes shall record the time, place, name of the chair and resolution method of the meeting, the essentials of the proceedings and their results. The retention period shall be as long as the Company is in existence.
-
Article 23: (Deleted)
-
Article 24: The directors’ transportation fees, salaries, and other remunerations shall be paid at the standard level of the industry regardless of profit or loss, and the amount shall be determined by the Board of Directors.
-
Article 24-1: The remuneration of independent directors of the Company, regardless of profit or loss, shall be paid at the standard level of the same industry. The amount shall be determined by the Board of Directors, and is no longer decided according to the distribution of participating directors’ remuneration in Article 27 of the Company’s Articles of Incorporation.
Chapter V. Executive Officers
- Article 25: The Company may appoint a manager, whose appointment, dismissal, and remuneration shall be decided by the Board of Directors.
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The manager has the right to manage affairs and sign for the Company within the scope of authorization as stipulated in the Company's Articles of Incorporation or contract.
The manager shall not change the resolutions of the shareholders’ meeting or the Board of Directors or exceed their prescribed authority.
Chapter VI. Accounting
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Article 26: The Board of Directors shall, at the end of each fiscal year, prepare the following documents for the Company in accordance with the provisions of the Company Act, and submit them to the Audit Committee for review and approval 30 days before the annual meeting of shareholders, and submit them to the shareholders' meeting for acknowledgment:
-
I. Business reports.
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II. Financial statements.
-
III. Proposals for distribution of earnings or make-up of deficit.
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Article 27: If the Company makes a profit during the year, it should first make up for its losses. If there are still surplus earnings, it should allocate 2% to 4% for employee remuneration and no more than 4% for directors’ remuneration. Of the aforementioned employee remuneration, no less than 30% shall be reserved for distribution to base-level employees.
The employees referred to in the preceding paragraph include employees of affiliated companies who meet certain conditions, which are recognized by the Board of Directors.
-
Article 27-1: If profit is reported in the final annual accounts, besides paying the income tax in accordance with laws and regulations, the Company shall set aside ten percent of the profit as a legal reserve after losses have been covered and the special reserve shall be allocated or reversed according to the regulations of the Competent Authority or shareholders’ meeting resolution. If there are still surplus earnings, the shareholders' meeting shall decide to distribute shareholder dividends.
-
The Company is engaged in comprehensive construction activities and develops leasing and sales of houses and buildings. In order to maintain the funds required for diversified operations and appropriately expanding the scale and enhancing the competitiveness needed for sustainable development, it is advisable to adopt flexible distribution rates and flexible cash distribution rates. The distributable surplus of the current year shall be allocated as not less than 20% of the total dividends. The distribution of surplus shall be given priority to cash dividends, and may also be distributed in the form of stock dividends. The cash dividends shall not be less than 10% of the total dividends. However, if the total dividend per share is less than or
33
equal to NT$0.5 per share, based on economic principles, it may consist of only stock dividends, only cash dividends or distribution can be reserved.
The Company authorizes the Board of Directors to distribute all or part of the dividends and bonuses in cash with the presence of more than two-thirds of the directors and the resolution is agreed upon by more than half of the directors present, and report to the shareholders’ meeting. The provisions of the relevant shareholders’ meeting resolutions are not applicable.
- Article 27-2: The Company authorizes the Board of Directors to distribute all or part of the capital reserve and statutory surplus reserve to be allocated in cash with the presence of more than two-thirds of the directors and the resolution is agreed upon by more than half of the directors present, and report to the shareholders’ meeting.
Chapter VII. Miscellaneous
-
Article 28: (Deleted).
-
Article 29: Any matters not addressed in the Articles of Incorporation shall be governed by the Company Act.
-
Article 30: The Articles of Incorporation was established on March 31, 1982. The first amendment was made on September 30, 1986. The second amendment was made on September 15, 1989. The third amendment was made on August 20, 1990. The fourth amendment was made on November 1, 1991. The fifth amendment was made on October 20, 1992. The sixth amendment was made on February 16, 1993. The seventh amendment was made on March 16, 1993. The eighth amendment was made on July 20, 1997. The ninth amendment was made on August 25, 1997. The tenth amendment was made on September 15, 1997. The eleventh amendment was made on April 2, 1998. The twelfth amendment was made on June 8, 1999. The thirteenth amendment was made on May 16, 2000. The fourteenth amendment was made on May 8, 2001. The fifteenth amendment was made on June 17, 2002. The sixteenth amendment was made on March 18, 2003. The seventeenth amendment was made on June 17, 2003. The eighteenth amendment was made on June 16, 2005. The nineteenth amendment was made on June 14, 2006. The twentieth amendment was made on June 12, 2007. The twenty-first amendment was made on May 20, 2008. The twenty-second amendment was made on June 16, 2009. The twenty-third amendment was made on June 15, 2010. The twentyfourth amendment was made on June 19, 2012. The twenty-fifth amendment was made on June 18, 2013. The twenty-sixth amendment was made on June 20, 2014. The twenty-seventh 42 amendment was made on June 20, 2016. The twenty-eighth amendment was made on June 16, 2017. The twenty-ninth amendment was made on June 13, 2018. The thirtieth amendment was made on June 17, 2020. The thirty-first amendment was made on July 6, 2021. The thirty-second amendment was made on
34
June 7, 2022. The thirty-third amendment was made on May 31, 2024. The thirtyfourth amendment was made on May 29, 2025.
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Appendix 2: Rules for Shareholders Meetings (Before Revision)
Long Da Construction & Development Corporation
Rules for Shareholders’ Meetings
Eighth amendment: May 31, 2024
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Article 1: This policy was established in accordance with Article 5 of "Corporate Governance Best-Practice Principles for Listed Companies" to provide sound governance over the Company's shareholder meetings, and thereby enhancing the supervisory function of shareholders.
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Article 2: Unless otherwise specified by law or Articles of Incorporation, the Company shall proceed its shareholders' meetings according to the terms of this policy.
-
Article 3: Unless otherwise specified by law or Articles of Incorporation, shareholders' meetings are convened by the Board of Directors.
-
The hosting of video conference shareholders' meetings by the Company shall be regulated otherwise in Regulations Governing the Administration of Shareholder Services of Public Companies, clearly stated in the Articles of Incorporation, and approved by the Board of Directors. The video conference shareholders' meeting shall also be decided by a majority vote in a Board meeting with at least two thirds of directors in attendance, and the decision shall be reported during a shareholders' meeting.
Changes to the method for convening the shareholders' meeting of the Company shall require a resolution of the Board of Directors, and the change must be implemented before the meeting notices are sent.
The Company shall prepare an electronic file that contains the meeting notice, a proxy form, a detailed description of various agenda items to be acknowledged or discussed during the meeting, and notes on re-election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before the annual meeting of shareholders, or 15 days before an extraordinary shareholders' meeting. At least 21 days before the annual meeting of shareholders, or 15 days before an extraordinary shareholders' meeting, an electronic copy of the shareholders' meeting manual and supplementary information shall be posted onto MOPS. Physical copies of the shareholders' meeting manual and supplementary information shall also be prepared at least 15 days before the meeting and made accessible to shareholders at any time. These documents must be placed within the Company's premises and at the share administration agency.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:
36
-
I. For physical shareholders' meetings, to be distributed on-site at the meeting.
-
II. For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
-
III. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.
Agenda items must be explained in detail in the meeting notices and announcements. Subject to agreement by the receiving party, meeting notices may also be delivered electronically.
Agenda items that involve election or dismissal of directors, changes to the Articles of Incorporation, capital reduction, application of public offering suspension, liquidation, mergers, divestments, and any matters listed in Paragraph 1, Article 185 of the Company Act and Articles 26-1 and 43-6 of the Securities and Exchange Act must be covered in the meeting notice with their main content explained, and cannot be raised as special motions. The reasons for convening a shareholders’ meeting shall indicate the re-election of directors and independent directors, and the tenure of office of such directors. After re-election is completed at the shareholders’ meeting, the tenure dates may not be changed by a special motion or other method at the same shareholders’ meeting.
Shareholders who own more than 1% of the Company's outstanding shares are entitled to propose agenda items for discussion in the annual meeting of shareholders. Each shareholder may only propose one agenda item; any further proposals will be excluded from discussion. The Board of Directors may disregard shareholders' proposals if the proposed agenda item involves any of the circumstances listed in Paragraph 4, Article 172-1 of the Company Act.
The Company shall announce in writing or through electronic means, before the book closure date, the conditions, places and time in which shareholders' proposals are accepted. The period of acceptance shall be no shorter than ten days.
Shareholders shall limit their proposed agenda items to 300 words; proposals that exceed 300 words shall be excluded from the agenda. Shareholders who have successfully proposed agenda items shall attend the annual meeting of shareholders in person or through proxy attendance and participate in the discussion.
The Company shall notify the proposing shareholders of the outcome of their proposed agenda items before the date the meeting notice is sent. Meanwhile, agenda items that satisfy the conditions listed in this Article shall be included as part of the meeting notice. During the shareholders' meeting, the Board of Directors shall explain the reasons why certain proposed agenda items are excluded from discussion.
Article 4: Shareholders may appoint proxies to attend shareholders' meetings by completing the Company's proxy form and specifying the scope of delegated authority.
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Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must arrive at the Company at least five days before the shareholders' meeting. In the event that multiple proxy forms are issued, the proxy form that arrives first shall prevail. However, exception shall be granted if the shareholder issues a declaration to withdraw the previous proxy arrangement. Should the shareholder decide to attend a shareholders' meeting personally or exercise voting rights in writing or through electronic means after a proxy form has been delivered to the Company, a written notice should be sent to the Company no later than two days before the meeting commences to withdraw the proxy arrangement. If the withdrawal is made after the prescribed period, then the voting decision exercised by the proxy shall prevail. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting virtually or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the withdrawal is made after the prescribed period, then the voting decision exercised by the proxy shall prevail. Article 5: Shareholders' meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings shall not begin earlier than 9 AM or later than 3 PM. The opinions of independent directors shall be fully considered when deciding the location and time of the meetings. The restrictions on the location of the meeting shall not apply when the Company convenes a virtual-only shareholders' meeting. Article 6: The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders' meeting in person. The Company shall provide an attendance log to record attendance of shareholders; alternatively, attendance cards may be presented to signify their presence at the meeting.
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Shareholders who attend the meeting shall be given a copy of the meeting manual, annual report, attendance pass, opinion slip, agenda ballots and any information relevant to the meeting. Shareholders shall also be given election ballots where election of directors is to take place.
Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. the Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Shareholders who wish to acquire a proxy form must present proof of identity on-site for verification.
Where the shareholder is a government agency or corporate entity, more than one representative may attend the shareholders' meetings on their behalf. Corporate entities that have been designated as proxy attendants shall only appoint one representative to attend the shareholders' meeting.
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.
In the event of a virtual shareholders' meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 6-1:
To convene a virtual shareholders' meeting, the Company shall include the follow particulars in the shareholders' meeting notice:
-
I. How shareholders attend the virtual meeting and exercise their rights.
-
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
-
(I) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
-
(II) Shareholders not having registered to attend the affected shareholders' meeting by video conference shall not attend the postponed or resumed session.
-
(III) In case of a shareholders' meeting with video conferencing, when the video conferencing cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the shareholders' meeting by video conferencing, meets the minimum legal requirement for a shareholder meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the meeting by video conferencing shall be counted towards the total number of shares
39
represented by shareholders present at the meeting, and the shareholders attending the meeting by video conferencing shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
- (IV) Actions to be taken if the outcome of all proposals has been announced and special motion has not been carried out.
| represented by shareholders present at the meeting, and the shareholders attending the meeting by video conferencing shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting. (IV) Actions to be taken if the outcome of all proposals has been announced and special motion has not been carried out. |
||
|---|---|---|
| III. To convene a virtual-only shareholders' meeting, appropriate alternative measures | ||
| available to shareholders with difficulties in attending a virtual shareholders' | ||
| meeting online shall be specified. In addition to the conditions stated in Article | ||
| 44-9, Paragraph 6 of the Regulations Governing the Administration of | ||
| Shareholder Services of Public Companies, shareholders shall at least be | ||
| provided with connection equipment and necessary assistance, and the period | ||
| during which shareholders may submit a request to the Company and other | ||
| relevant issues shall be specified. | ||
| Article | 7: | Shareholders' meetings that are convened by the chairperson shall be chaired by the |
| chairperson. If the chairperson is unable to perform such duties due to leave of absence | ||
| or any reason, the Vice chairperson shall act on the chairperson's behalf. If the Vice | ||
| chairperson is also unavailable or is non-existent, the chairperson may appoint a | ||
| standing director act on his behalf. If there is no standing director, one director shall be | ||
| appointed to act as the agent. If the chairperson of the board does not appoint an agent, | ||
| the standing director or one of the directors shall be appointed to act as the agent. | ||
| For shareholders' meetings convened by any authorized party other than the Board of | ||
| Directors, the convener will act as the meeting chair. If there are two or more | ||
| conveners at the same time, one shall be appointed from among them to chair the | ||
| meeting. | ||
| The Company may summon its lawyers, certified public accountants, and any | ||
| relevant personnel to be present at the shareholders' meeting. | ||
| Article | 8: | The Company's shareholder meetings must be video or audio recorded and kept for at |
| least one year. However, in situations where a shareholder makes a litigious claim | ||
| against the Company according to Article 189 of the Company Act, the records shall | ||
| be kept until the litigation is concluded. | ||
| 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 of the virtual meeting. |
40
| In case of a virtual shareholders' meeting, the Company is advised to audio and video | ||
|---|---|---|
| record the back-end operation interface of the virtual meeting platform. | ||
| Article | 9: | Shareholders' presence is determined by the number of shares represented during the |
| meeting. The number of shares in attendance shall be calculated according to the shares | ||
| indicated by the attendance log 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. | ||
| The chair shall call the meeting to order at the appointed meeting time, and announce | ||
| related information including the number of shares without voting rights and the | ||
| number of shares in attendance at the same time. However, when the attending | ||
| shareholders do not represent a majority of the total number of issued shares, the | ||
| chair may announce a postponement, provided that no more than two such | ||
| postponements, for a combined total of no more than one hour, may be made. The | ||
| chair shall dismiss the meeting if shareholders in attendance represent less than one- | ||
| third 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. | ||
| If the shareholders in attendance represent more than one-third but less than half of | ||
| outstanding shares after two postponements, the shareholders in attendance may | ||
| reach a tentative resolution according to Article 175, Paragraph 1 of the Company | ||
| Act. This tentative resolution shall be communicated to every shareholder and | ||
| another shareholders' meeting shall be held within one month. In the event of a | ||
| virtual shareholders' meeting, shareholders intending to attend the meeting online | ||
| shall re-register to the Company in accordance with Article 6. | ||
| 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 the | ||
| tentative resolution for final voting according to Article 174 of the Company Act. | ||
| Article | 10: | If the shareholders' meeting is convened by the Board of Directors, the Board of |
| Directors shall determine the meeting proceedings and related agenda items (including | ||
| special motions and amendments to the original agendas) shall be voted on individually. | ||
| The proceedings shall not be changed unless resolved during the shareholders' meeting. | ||
| The above rule also applies if the shareholders' meeting is convened by any | ||
| authorized party other than the Board of Directors. | ||
| In either of the two arrangements described above, the chairperson cannot dismiss the | ||
| meeting while an agenda item (including special motions) is still in progress. If the | ||
| chairperson violates the meeting policy by dismissing the meeting when it is not | ||
| allowed to do so, other members of the board shall immediately assist the attending |
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shareholders to elect another chairperson with the support of more than half of voting rights represented and continue the meeting.
The chair must allow adequate time to explain and discuss the various agenda items, amendments or special motions proposed during the meeting. The chair may announce to discontinue further discussion if the issue in question is considered to have been sufficiently discussed to proceed with the voting and a suitable voting time should be arranged.
Article 11: Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topics and the shareholder's account number (or the attendance ID serial). The order of shareholders' comments shall be determined 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, the actual comments expressed shall be recorded.
Each shareholder shall speak no more than twice, for five minutes each, on the same agenda item unless otherwise agreed by the chair. The chair may stop shareholders from speaking if they violate the rules or speak outside the agenda item under discussion.
While a shareholder is speaking, other shareholders shall not speak simultaneously or interfere in any way unless agreed by the chair and the person speaking. Any violators shall be restrained by the chair.
Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per agenda.
After the shareholder has finished speaking, the chair may answer to the shareholder's queries personally or appoint any relevant personnel to do so.
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 paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12: Votes in a shareholders' meeting are determined by the number of shares represented during the meeting.
Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.
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Shareholders cannot vote, or appoint proxies to vote, on any agenda items in which they have a conflict of interest that would be detrimental to the best interests of the Company.
The number of shares held by shareholders who are not permitted to vote shall be excluded from the total voting rights represented in the meeting.
With the exception of trust enterprises and certain share administration agencies approved by the competent authority, a proxy may not represent more than 3% of total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from calculation.
Article 13: Each share is entitled to one voting right, except for shares where voting rights are restricted as described in Article 179, Paragraph 2 of the Company Act.
Voting rights can be exercised electronically or in writing during a shareholders' meeting. The shareholders' meeting notice must explain the methods through which shareholders may exercise voting rights in writing or in electronic form. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholders' meeting in person. However, they are considered to have waived their rights to participate in any special motions or amendments to the original agendas that may arise during the shareholders' meeting.
Instructions to exercise written and electronic votes must be delivered to the Company at least two days before the shareholders' meeting. In the event where there are duplicate submissions, the earliest submission shall be taken into record. However, exception shall be granted if the shareholder issues a proper declaration to withdraw the previous vote.
If the shareholder decides to attend the shareholders' meeting in person or via video conference after submitting a written or electronic vote, a proper declaration of withdrawal must be issued in the same method as did the original vote no later than two days before the shareholders' meeting. If the withdrawal is not received in time, then the written or electronic vote shall be taken into record. If the shareholder has exercised written or electronic votes, and at the same time delegated a proxy to attend the shareholders’ meeting, then the voting decision exercised by the proxy shall prevail.
Unless otherwise regulated by the Company Act or the Articles of Incorporation, an agenda item is passed when supported by shareholders who represent more than half of the total voting rights in the meeting. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the
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results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If any resolution is passed, all other proposals shall be deemed rejected, and no further voting is necessary.
The chair will appoint a ballot scrutineer and a ballot counter; the ballot scrutineer must be a shareholder. The result of a vote for an agenda shall be announced immediately and recorded in writing.
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 this Corporation convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 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 special 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 14: The election of directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and independent directors, and the numbers of votes with which they were elected, as well as the names of those not elected as director (including independent director) and the numbers of votes they received.
The election ballots referred to in the preceding paragraph shall be signed and sealed by the ballot examiner and adequately retained for at least one year. However, in situations where a shareholder makes a litigious claim against the Company
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according to Article 189 of the Company Act, the records shall be kept until the litigation is concluded. Article 15: Shareholders' meeting resolutions shall be compiled into detailed minutes, and signed or sealed by the chair then disseminated to each shareholder no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.
The Company may distribute meeting minutes by posting details onto MOPS. The meeting minutes shall detail the date and venue of the meeting, the chair's name, the method of resolution, and the proceedings and voting results of various meeting agenda items (including the statistical tallies of the numbers of votes). For election of directors or independent directors, the number of votes for each candidate shall be disclosed. These minutes must be retained for as long as the Company is in existence. Where a virtual shareholders' meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
Article 16: On the day of a shareholders' meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event of a virtual shareholders' meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
The Company must disclose on MOPS any shareholders' meeting resolutions that constitute material information as defined by law or the rules of the Taiwan Stock Exchange Corporation.
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| Article | 17: | The chair may instruct marshals or security staff to help maintain order in the meeting. |
|---|---|---|
| The chair may stop anyone who attempts to speak using speaker equipment not | ||
| provided by the Company. | ||
| The chair may instruct marshals or security staff to remove shareholders who | ||
| continue to violate the meeting rules despite being warned by the chair. | ||
| Article | 18: | The chair may put the meeting in recess at appropriate times. 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. | ||
| Shareholders may also resolve to postpone or resume the meeting within the next 5 | ||
| days, according to Article 182 of the Company Act. | ||
| Article | 19: | 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 to the regulations. | ||
| Article | 20: | When the Company convenes a virtual-only shareholders' meeting, both the chair and |
| secretary shall be in the same location, and the chair shall declare the address of their | ||
| location when the meeting is called to order. | ||
| Article | 21: | In the event of a virtual shareholders' meeting, the Company may offer a simple |
| connection test to shareholders prior to the meeting, and provide relevant real-time | ||
| services before and during the meeting to help resolve communication technical issues. | ||
| In the event of a virtual shareholders' meeting, when declaring the meeting open, the | ||
| chair shall also declare, unless under a circumstance where a meeting is not required | ||
| to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the | ||
| Regulations Governing the Administration of Shareholder Services of Public | ||
| Companies, 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 | ||
| chair 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 second 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 |
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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 second 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 independent directors.
When the Company convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second 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 second 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.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-2, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under the second half of Article 12 and Article 13, Paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 4415, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under Paragraph 2.
Article 22: When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online. In addition to the conditions stated in Article 44-9, Paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, shareholders shall at least be provided with connection equipment and necessary assistance, and the period during which shareholders may submit a request to the Company and other relevant issues shall be specified.
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Article 23: These Rules shall come into effect upon approval of the shareholders’ meeting. The same applies to all subsequent amendments.
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Appendix 3: Shareholdings of All Directors
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I. As of the closing date (March 30, 2026), the number of outstanding shares of the Company is 219,197,180 shares, and the legally required number of shares held by all directors is 12,000,000 shares.
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II. The shareholding status of all directors is as follows:
| Title | Name | Number of Shares | ShareholdingRatio(%) |
|---|---|---|---|
| Chairman | Chen, Wu-Tsung | 2,294,631 | 1.05 |
| Director | Phoenix Investment Co., Ltd. Legal representative: Guo Hanlong |
2,059,000 | 0.94 |
| Director | Da Hong Co., Ltd. Legal representative: HongYijing |
20,700,000 | 9.44 |
| Vice Chairman | Chen You-Qi | 587,501 | 0.27 |
| Independent Director | Lin Xiangkai | 0 | 0 |
| Independent Director | JiangYongzheng | 0 | 0 |
| Independent Director | Lai Biying | 0 | 0 |
| Total shareholdings of all directors | 25,641,132 | 11.70 |
Note: Rounding is used to round to the second decimal place.
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Appendix 4: Acceptance of Shareholder Proposals
Instructions for handling shareholder proposals:
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I. Shareholders who own more than 1% of the Company's outstanding shares are entitled to propose agenda items for discussion in the annual meeting of shareholders according to Article 172-1 of the Company Act. Each shareholder may only propose one agenda item; any further proposals will be excluded from discussion and shareholder proposals are limited to 300 words.
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II. The company announced the shareholder’s right of proposal in the Market Observation Post System for the period from March 20, 2026 to March 30, 2026. Since the company did not receive any shareholder proposals during this period, no discussion will be held at the 2026 annual meeting of shareholders.
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