Stock Code: 1808

==> picture [50 x 40] intentionally omitted <==

RUN LONG CONSTRUCTION CO., LTD.

2024 Annual Shareholders’ Meeting Meeting Handbook

Form of Shareholders’ Meeting: Physical shareholders' meeting Time of shareholders’ meeting: 9:00 a.m. on June 13, 2024 Place of shareholders’ meeting: No.8 Zhifu Rd, Zhongshan District, Taipei City (Dynasty Hall, Dazhi Denwell Hotel)

Page
Meeting Agenda ………………..……………………………………………….1
Report Matters …………….……………………………… ……………………2
Acknowledged Matters ………………..…………………………….…………11
Matters for Discussion …………………………………………….…..……….13
Election Matters ………………………………………………...……………...16
Other Proposals ……………………………………………………..…………17
Extemporary Motions …………………………………………..……………..17
Attachments
I. Issuance of Corporate Bonds ……………………………………………...18
II. CPAs’ Audit Report and the 2023 Consolidated Financial Statements …...19
III. CPAs’ Audit Report and the 2023 Standalone Financial Statements ……..28
IV. Comparison Table of Amendments to the “Articles of Incorporation”……37
V. Comparison Table of Amendments to the “Rules of Procedures for
Shareholders’ Meetings” ………………………………………………….39
VI. Comparison Table of Amendments to the “Operational Procedures for
Endorsements and Guarantees.” ………………………………………….41
VII. List of Candidates of Directors (Including Independent Directors)…..…..43
Appendix
I. Articles of Incorporation ……………………….……………..………….45
II. Rules of Procedures for Shareholders’ Meetings ………………..……….55
III. Operational Procedures for Endorsements and Guarantees ………………70
IV. Regulations for Election of Directors ………………………………….….79
V. Shareholdings of Directors ……………………………………..………...81

RUN LONG CONSTRUCTION CO., LTD. 2024 Annual Shareholders’ Meeting Agenda

Time and Date: 9:00 a.m. on June 13, 2024 (Thursday)

Venue: No. 8 Zhifu Rd., Zhongshan District, Taipei City (Dynasty Hall, Dazhi Denwell Hotel)

Agenda

I. Call the meeting to order (Report the number of shares attending)
II. Chairman’s Address
III. Report Matters
(I) 2023 Business Report.
(II) 2023 Audit Report of the Audit Committee.
(III) Report on the distribution status for the 2023 remuneration to employees and directors.
(IV) Report on the distribution of cash dividends from the 2023 earnings.
(V) Report on offering and issuance status of corporate bonds.
IV. Acknowledged Matters
(I) Proposal for the Company's 2023 business report and financial statements.
(II) Proposal for the Company's 2023 earnings distribution.
V. Matters for Discussion
(I) Proposal for amendments to the Company's “Articles of Incorporation.”
(II)Proposal for amendments to the Company's “Rules of Procedures for Shareholders’ Meetings.”
(III) Proposal for amendments to the Company's “Operational Procedures for Endorsements and Guarantees.”
(IV) Proposal for the Company’s 2023 earnings and capital increase by way of issuance of new shares.
VI. Election Matters
(I) Proposal for the Company's re-election of directors.
VII. Other Proposals
(I) Proposal for the Company to discharge the restriction of director competition.
VIII. Extemporary Motions
IX. Adjournment
1 -

Report Matters

Item I

Proposal: 2023 business report for review.

Explanation: The Company's 2023 business report is as follows:

RUN LONG CONSTRUCTION CO., LTD. Business Report

Dear Shareholders,

Thank you all for being here with us. On behalf of Run Long, I would like to express my sincere gratitude for your support over the past year!

In 2023, in Taiwan, the house price, rent, raw materials price and commodity price have almost all risen due to the impact posed by the global inflation. In order to suppress the house price domestically, the government has adopted multiple important policies, including the suspension of lift rate announced by the Central Bank in June, the “Amendment to the Equalization of Land Rights Act “ came into effect in July, the upgraded “New Youth Preferential House Loan Program” implemented in August, and “Non-Self-Use House Tax 2.0” passing the final reading in December. At different levels, the update on these policies posed some impact to home buyers. They provide more support and incentives to owneroccupiers while strengthening the regulations governing investors, thus making some investments less attractive. Notwithstanding, generally speaking, these adjustments can still help build a more stable and sustainable real estate market.

Upon removal of the disruptions, such as election, and due to the advantageous factors, such as the New Youth Preferential House Loan Program to be expired in July 2026 and the Central Bank’s announcement of the suspension of lift rate, the first-time buyers and petty bourgeois have a strong willingness to enter the market. In 2024, given the persisting buy orders for rigid demand in the real estate market, the mainstream products focus on “low total price” and “small occupied area.” Therefore, Run Long continues to plan products, such as “small house,” “small dual mix” and “2+1 unit,” in well-located areas and at low total price, not only for self-residence but also for pursuit of diversified value derived from acquisition and lease of assets.

The “Run Long Platinum” project launched by Run Long in Tainan in 2023 has achieved the remarkable sales over 90%. In 2024, it plans to launch the construction projects including “Xinyi Fujian” in Taipei, “Windsor Castle” in Taoyuan and “Wen Shang I” and “Wen Shang II” in Xitun, Taichung, all located in the main metropolitan areas of North, Central and South Taiwan, which are expected to become the best-selling products.

The construction industry is a high-carbon emission industry in the world. The carbon emission generated by it accounts for about 40% of the global carbon emissions. Therefore, the adoption of zero-carbon buildings constitutes the ESG trend in the construction industry. Notwithstanding, in the face of the global net zero trend, the Ministry of Environment expects to start collecting carbon fee from 2025. The carbon fee rate is still under consideration by the Ministry of Environment for the time being. According to Article 29 of the Climate Change Response Act, the entities subject to carbon fee may propose voluntary reduction plans and then apply a preferential rate. According to the plan of the Ministry of Environment, at the very beginning, it will collect the carbon fee only from the manufacturers emitting carbon more than 25,000 tons. Among the other things, the part of construction costs in connection with the carbon fee primarily consists of the costs for steel and cement in the construction raw materials. Run Long is not included in the first batch of subject entities to the carbon fee. Notwithstanding, it will still execute the GHG reduction practices proactively pursuant to the Financial Supervisory Commission’s Net Zero Emissions Roadmap. For the time being, Run Long is conducting the internal carbon inventory, and also implements energy conservation and carbon reduction, process carbon reduction, increases the utilization rate of renewable energy, and landscapes adopted roads and parks based on the top-down approach, in order to fulfill its obligations and responsibilities as a global citizen, expecting to achieving a win-win situation for sustainable economic and environmental development.

Finally, I would like to thank all of the colleagues for their hard work. In 2023, Run Long generated its operating revenue primarily from the completed and settled projects including “Shihengbin-Shangye District” in Keelung, “Shihengbin-Xingye District” in Keelung, “National Central City” in Taoyuan, “Juke Run Long” in Hsinchu, and “Shuhoyuan” in Kaohsiung. With the incentives

derived from intensive postings by the completed and settled projects, the Company's annual operating revenue has grown significantly. It is an honor for Run Long to win the trust of all shareholders in its 2023 operations. Notwithstanding, Run Long will insist on its practical and stable management philosophy, and work harder to pursue good returns for each of you in the future.

The Company's 2023 business report is as follows:

Implementation result of the 2023 business plan:
(1) In 2023, the Company’s consolidated net operating revenue totaled NT$30,683,941 thousand, an increase of NT$28,198,217 thousand from NT$2,485,724 thousand in 2022.
(2) In 2023, the Company's consolidated net income before tax totaled NT$9,359,841 thousand, an increase of NT$9,126,772 thousand from NT$233,069 thousand in 2022.
(3) To sum up, the revenue and net income before tax for 2023 increased compared with 2022, mainly due to the increase in both the construction revenue of the Company's newly completed construction projects recognized for 2023 compared with 2022.
Budget implementation status:

In accordance with the “Regulations Governing the Publication of Financial Forecasts of Public Companies,” it is not necessary for the Company to prepare financial forecasting for 2023.

3. Analysis of financial income and expense and profitability:

(Expressed in Thousands of New Taiwan Dollar)

Item	Year	2023	2022
Financial income and expenses	Net operating income	30,683,941	2,485,724
	Gross profit from operations	11,281,096	812,617
	Profit after tax	7,701,546	156,636
Solvency	Current ratio (%)	161.84	134.88
	Quick ratio (%)	60.15	23.88
Profitability	Return on assets (%)	18.11	1.47
	Return on equity (%)	78.85	2.46
	Operating profit to paid-in capital ratio (%)	210.12	4.86
	Pre-tax net profit to paid-in capital ratio (%)	207.52	5.16
	Net profit rate (%)	25.09	6.30
	Earnings per share(NT$)	17.08	0.35

Note: Consolidated information of the Company and its subsidiaries.

4. Status of research and development:

(1) Architectural planning and design:
① The residential building is designed for first-time buyers and home exchangers. In terms of design space, the apartments are divided into 2 or 3 rooms using safe and healthy building materials. We value the needs of users in a bid to achieve both aesthetics and practicality.
② We will work with famous architectural teams at home and abroad and learn from international teams’ experience to improve the four major know-hows of flow planning, space design, delicate construction techniques, and hotel butler service; then, launch building products that are more in alignment with customers’ needs and even beyond their expectations.
③ Starting from consumer demand and practicality, the company considers practicality as the main focus and combines "green building" and "environmental protection and energy saving." The company also
5 -

emphasizes digital technology, earthquake resistance, safety, and agefriendly housing to meet the rapidly changing market demands.

  - ④ In the design and planning stages, the visual communication platform of the 3D modeling software "Building Information Modeling" (BIM) is used. By taking this approach, we can facilitate horizontal and vertical communication, coordination and integration among design, construction and user units to improve efficiency as well as quality.

  - ⑤ In addition to the architectural aesthetics and functions as required, the base ecology, energy and water conservation, green construction materials, and indoor environmental quality are also taken into account. The Company also develops the design and materials that meet the green, low-carbon, recycling requirements proactively.

(2) Construction and management:
- ① Bathroom waterproof control: At the construction stage, the water supply system has been pressure tested in steps to confirm that there is no leakage in the pipeline, and recorded. In addition to the waterproof piers erected in the bathroom partitions, the junctions of different materials are made of single-liquid PU to prevent cracks. From wall and floor waterproofing to water testing, the waterproofing history is recorded door-to-door.
- ② Mix and match the structural formwork and aluminum molds to reduce the quantity of the following wall mortar work and increase the unit rate.
- ③ In view of the serious shortage of domestic workers, the Company has introduced foreign workers with legal professional skills to assist in the construction work at various stages, in order to solve the problem about delay in work progress caused by the shortage of workers.
(3) Market research and development:
- ① The “Group Live House Tour Platform” provides customers with the latest development in the real estate market to help them seize the opportunities in the real estate market and meet the different needs of first-time buyers, home exchangers or real estate buyers, across different cities including Kaohsiung, Tainan, Taichung and Greater Taipei and for various house
6 -

types. The house tour may be booked immediately at the hotspots where projects are launched, in order to help customers spend the least time in finding the houses which may best fit their needs.

② In response to the era of digital community, the Company has launched online issue-specific digital videos. By integrating our brand principles into the videos, we can capture the hearts and minds of home buyers while gaining recognition from target consumers.
③ The Group has launched free line stickers and combined them with the task interaction design to guide users to share them with friends, so that each transmission of the stickers may be considered as a brand promotion message to increases the brand exposure.
④ We will continue to operate in the mainstream residential building market, focusing on homeownership and home exchange needs to meet the market demand. We will also strive to improve our after-sales services and quality control processes to gain recognition from home buyers and increase our brand awareness.

Chairperson : Managerial Officer: Head of Accounting:

==> picture [60 x 61] intentionally omitted <==

Item II

Proposal: 2023 audit report of the Audit Committee for review.

Explanation: The 2023 audit report of the Audit Committee is as follows:

RUN LONG CONSTRUCTION CO., LTD. Audit Committee’s Review Report

The Board of Directors has submitted the Company's 2023 business report, financial statements (including consolidated financial statements) and the proposal for earnings distribution; among these, the financial statements (including consolidated financial statements) have been audited by Yi-lien Han and Kuo-Yang Tseng of KPMG and the audit report has been issued. The said business report, financial statements and the proposal for earnings distribution have been audited by the Audit Committee, with no discrepancy found. Accordingto relevant requirements of the Securities and Exchange Act and the Company Law,we hereby submit this report.

Regards,

Run Long Construction Co., Ltd.

==> picture [56 x 61] intentionally omitted <==

Audit Committee Convener: Li, Wen-Cheng

March 26, 2024

Item III

Proposal: Report on the distribution status for the 2023 remuneration to employees and directors for review.

Explanation:

I. In accordance with Article 29 in the Company's “Articles of Incorporation,” if there is a profit within the Company in the year, no less than onethousandth of the profit shall be set aside as remuneration to employees, and no more than one-hundredth of the profit to directors.
II. For 2023, the Board of Directors resolved to distribute remuneration of NT$25,000,000 (approximately 0.27%) to employees and NT$10,000,000 (approximately 0.11%) to directors.
III. The amount of distribution was estimated and proposed based on the Company's financial statements, and there was no difference from the estimated amount of the recognized expenses for 2023.
9 -

Item IV

Proposal: Report on the distribution of cash dividends from the 2023 earnings for review.

Explanation:

I. In accordance with Article 29-1 of the Company's “Articles of Incorporation,” the Board of Directors is authorized to resolve the distribution of all or part of the dividends and bonuses or legal reserve and capital surplus in cash.
II. The proposed appropriation of earnings totaling NT$1,353,078,399 will be allotted, with cash dividends of NT$3 per share (e.g. NT$3,000 per thousand shares). The cash dividends are calculated up to NT$1.0, decimal points are not accounted for. The total uncounted shares in fractions of NT$1.0 shall be listed as other income of the Company.
III. The proposal has been resolved by the board meeting and the Board of Directors has been authorized to set the base date for dividend distribution, payment date and other related matters. In case of changes to laws and regulations or adjustments made by competent agencies or the buyback, cancellation, share exchange of corporate bonds, issuance of new stocks or other changing factors affecting the shares by the Company afterward, resulting in changes to the current number of shares and pay-out ratio, full authorization shall be given to Board of Directors to fully handle these matters.

Item V

Proposal: Report on offering and issuance status of corporate bonds for review. Explanation:

I. On March 27, 2024, approved with Letter Zheng-Gui-Zhai No. 11300016202 issued by the Taipei Exchange, the 2024 first domestic secured ordinary corporate bonds for NT$2 billion were issued.
II. Please refer to Attachment I on page 18 of the Handbook for the issuance of said corporate bonds.
10 -

Acknowledged Matters

Item I: Proposed by the Board of Directors

Proposal: The Company’s Business Report and Financial Statements of 2023 shall be proposed for acceptance and approval.

Explanation:

I. The Company’s 2023 parent company only financial statements and consolidated financial statements have been audited by Yi-lien Han, CPA and Kuo-Yang Tseng, CPA of KPMG appointed by the Company, who have also issued the audit report. Said financial statements, together with the business ～
report (please refer to Pages 2 7 of the meeting handbook), were also reviewed by the Audit Committee.
II. Please refer to “Attachment II and Attachment III” on pages 19～36 of the Handbook for the CPAs' audit report and the above financial statements.

Resolution:

Item II: Proposed by the Board of Directors

Proposal: Proposal for the Company's 2023 earnings distribution for recognition. Explanation:

I. The Company’s net income after tax for 2023 was NT$7,701,546,396, plus NT$5,152,655 of undistributed earnings at the beginning of the period and NT$770,154,640 of the legal reserve, and the distributable earnings at the end of the period totaled NT$6,936,544,411.
II. The 2023 earnings distribution table is as follows:
11 -

RUN LONG CONSTRUCTION CO., LTD. The 2023 earnings distribution table

	Unit: NT$	Unit: NT$
Item	Amount
	Subtotal	Total
Beginning balance of undistributed earnings Add:Current net profit after tax Less: 10% legal reserve set aside Distributable earnings Less: Distribution items for the period: Bonus to shareholders - stock (NT$12/share) Dividend to shareholders - cash (NT$3/share)	7,701,546,396 (770,154,640) (5,412,313,600) (1,353,078,399)	5,152,655 6,936,544,411
End balance of undistributed earnings		171,152,412

Note: Cash dividends are handled by resolution of the company's board of directors and are reported matters at the shareholders' meeting.

Chairman: Managerial Officer: Head of Accounting:

==> picture [59 x 61] intentionally omitted <==

Resolution:

12 -

Matters for Discussion

Item I: Proposed by the Board of Directors

Proposal: Proposal for amendments to the Company's “Articles of Incorporation.” Explanation:

I. The Company amends certain provisions of its “Articles of Incorporation” per the actual operational needs and in response to the amendments to the Taiwan Stock Exchange Corporation Operation Directions on Compliance Requirements for the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers.
II. For the comparison table of amendments to the Articles of Incorporation, please refer to Attachment IV on page 37～38 of the Handbook.

Resolution:

Item II: Proposed by the Board of Directors

Proposal: Proposal for amendments to the Company's “Rules of Procedures for Shareholders’ Meetings”

Explanation:

I. Part of the Company’s “Rules of Procedures for Shareholders’ Meetings ” are amended as per the Taiwan Stock Exchange Corporation's Order Tai Zheng Zhi Zi No. 11200041671 dated March 17, 2023.
II. For the comparison table of amendments to the “Rules of Procedures for Shareholders’ Meetings”, please refer to Attachment V on pages 39 ～40 of the Handbook.

Resolution:

13 -

Item III: Proposed by the Board of Directors

Proposal: Proposal for amendments to the Company's “Operational Procedures for Endorsements and Guarantees.”

Explanation:

I. The Company made the endorsements and guarantees primarily in order to obtain the facility for subsidiaries in which the Company holds more than 50% of the voting shares and companies with business dealings, or for purposes of undertaking a construction project. In consideration of the Company’s entire business development needs, the Company amends certain provisions of its “Operational Procedures for Endorsements and Guarantees.”
II. For the comparison table of amendments to the “Operational Procedures for Endorsements and Guarantees” please refer to Attachment VI on pages 41～42 of the Handbook.

Resolution:

14 -

Item IV : Proposed by the Board of Directors

Proposal: Proposal for the Company’s 2023 earnings and capital increase by way of issuance of new shares for recognition.

Explanation:

I. In an attempt to increase the working capital, the Company intended to transfer NT$5,412,313,600 from the distributable earnings in 2023 to capital increase by issuing 541,231,360 new shares with a par value of NT$10 per share.
II. For the new shares issued in the capital increase this time, the shares will be distributed in proportion to the shareholders’ ownership as stated in the shareholder register on the record date of the allotment (capital increase), and 1,200 shares will be allotted per 1,000 shares.
III. Fractional shares shall be handled by the shareholders themselves to company's stock agency for patchwork within 5 days from the date of book closure at the time of ex-rights. Fractional shares shall be distributed in cash and rounded down to NT$1 as per the face value in accordance with Article 240 of the Company Act, and the Chairman shall be authorized to request specific persons to subscribe for such fractional shares as per the face value.For the shareholders engaging in the issuance of stocks by book-entry, the fractional shares shall be used to pay for the expenses for handling the book-entries.
IV. Regarding the new stock issued for capital increase, the rights and obligations are the same as the originally issued common stock.
V. Regarding the issuance of new stock for capital increase, after this proposal has been approved by shareholders’ meeting and submitted for approval by competent agencies, authorization is given to the Board to establish relevant matters for the record date of capital increase (bonus shares). In case of changes to laws and regulations or adjustments made by competent agencies or the buyback, cancellation, share exchange of corporate bonds, issuance of new stocks or other changing factors affecting the shares by the Company afterwards, resulting changes to the current number of shares and pay-out ratio, full authorization shall be given to Board of Directors to fully handle these matters.

Resolution:

15 -

Election Matters

Item I: Proposed by the Board of Directors

Proposal: The Company's Re-election of Directors.

Explanation:

I. The term of office of the current directors of the Company will be expired on August 15, 2024. It is proposed to re-elect the whole directors at this annual general meeting. The current directors agree to be discharged earlier upon the re-election.
II. In accordance with the Company's Articles 17 of Incorporation, 7 directors (including 3 independent directors) shall be elected with a term of office of 3 years beginning from June 13, 2024 and ending on June 12, 2027.
III. A candidate nomination system shall be adopted for the election of directors. The shareholders shall elect from the list of candidates of shareholders. Please refer to Attachment VII on page 43～44 of the Handbook for the candidates' academic background, experiences, and other relevant information.

Election Results:

16 -

Other Proposals

Item I: Proposed by the Board of Directors

Proposal: Release the prohibition on directors from participation in competitive business for resolution.

Explanation:

I. According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person within the scope of the company's business shall explain to the meeting of shareholders the essential contents of such an act secure its approval.
II. If the Company's newly elected directors and their representatives have invested in or acted as directors or managerial officers of the other companies operating in the same or similar types of business as the Company, the discharge of the restriction of competition between newly elected directors and their representatives shall be subject to the approval of the shareholders’ meeting as required by the law.

Title of the Candidates	Name of Candidates	Name and Positions in the Concurrent Companies
Director Representative	Da-Li Investment Co., Ltd. Representative: Chiu, Ping-Tse	Representative of Institutional Director of Jin Jyun Construction Co., Ltd.
Independent Director	Yen, Yun-Chi	Chairman Tungyue Advertising Co., Ltd.
Independent Director	Chou, I-Chiang	Representative of Institutional Director of Wisdom Engineering Consultants Co.,Ltd.

Resolution:

Extemporary Motions

Adjournment

17 -

Attachment I

Issuance of Corporate Bonds

Issuance of Corporate Bonds	Issuance of Corporate Bonds	Issuance of Corporate Bonds
April 15,2024
Type of Corporate Bonds		2024 1stSecured Ordinary Corporate Bonds (Code: B85110)
Issuance (handling) date		March 28, 2024
Denomination		NT$1,000,000
Place of issuance and transaction (Note)		Not applicable.
Issuing price		At face value
Total		NT$2 billion in total
Interest rate		Coupon rate: fixed rate at 1.70% per annum
Period		5-year period, maturity date: March 28, 2029
Guarantee Organization		Mega International Bank Co., Ltd
Trustee		Taiwan Bank Co., Ltd.
Underwriting institution		Mega Securities Co.,Ltd.
Certified Lawyer		Zhong-Jie Wei
Certified Public Accountant		Yi-lian Han
Reimbursement Method		The principal of this corporate bond shall be repaid in full at the expiration of five-year duration from the issuance date.
Outstanding principal amount		NT$2,000,000,000
Redemption and Advanced Redemption Provisions		Not applicable.
	Restrictions	None
Credit rating	agency, assessment date and results	Not applicable.
Other rights attached	Amount of Converted (Exchanged or Subscribed) Ordinary shares, Overseas Depository Receipts or Other Negotiable Securities	Not applicable.
	Issuance and Conversion (Exchange or Subscription)Method	Please refer to the prospectus of the 2024 1stSecured Ordinary Corporate Bonds.
Potential impact of issuance, conversion, exchange, subscription, or issuing method and conditions on the dilution of equityand existingshareholders’ rights		Please refer to the prospectus of the 2024 1stSecured Ordinary Corporate Bonds.
Name of the Custodian Institution for Underlying Exchange		Not applicable.

Note: Filled in by overseas bond holders

18 -

Attachment II

CPAs’ Audit Report

==> picture [76 x 31] intentionally omitted <==

==> picture [169 x 19] intentionally omitted <==

KPMG

��110615��5�7�68�(��101��) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

�� Tel + 886 2 8101 6666 �� Fax + 886 2 8101 6667 �� Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of Run Long Construction Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Run Long Construction Co., Ltd. and its subsidiaries (“ the Group” ), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Appropriateness of the timing of revenue recognition from building and land sales

Please refer to note 4(n), and 6(s) of the consolidated financial statements for the accounting policy on revenue recognition and the details of revenue.

19 -

Description of key audit matter

The real estate industry, in which the Group is into, is recognized its sales revenue upon the transfer of ownership of the real estate and the actual delivery of the housing unit. Since there is a large number of sales of premises in the construction industry, in order to confirm the validity of the timing of the sales revenue recognition, the Group needs to examine the transfer of ownership and delivery housing data for all of transaction to recognize the sales revenue, which usually involves tremendous manual efforts. Therefore, the recognition of sales revenue is one of the most important evaluation in performing our audit procedures.

Auditing procedures performed

Our principal audit procedures included the following:

We test the effectiveness of the design and implementing the internal control system of sales revenue.
Perform substantive tests, sample inspections of sales contracts and real estate ownership transfer documents, and check sales data and general ledger details.
Test the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.

2. Inventory valuation

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

Description of key audit matter

The inventory of Group is an important asset for operations, and its amount accounts for 59% of the total assets; the inventory evaluation is handled in accordance with the International Accounting Standards Bulletin No. 2, if the net realizable value evaluation is inappropriate, it will cause false expression in financial reports. Therefore, the inventory evaluation test is one of the important evaluation items for the accountant to perform the Group's financial report audit.

Auditing procedures performed

Our principal audit procedures included the following: We understand the Group’s operating and accounting procedures for inventory valuation; Obtain the Group management’s data of inventory valuation; verify and inspect market value of the afore mentioned information. The net realizable value can be assessed in the following ways: through reviewing the recent selling price of the premises, by inquiring the selling price of premises nearby from the “Actual Selling Price of Real Estate” website, or by obtaining project investment analysis tables, inspecting and recalculating the net realizable value of inventory to ensure if it is adequate.

Other Matter

Run Long Construction Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

20 -

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

21 -

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Han, Yi-Lien and Tseng, Kuo-Yang.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2024

Notes to Readers

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

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

22 -

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Assets Amount % Current assets: 1100 Cash and cash equivalents (note 6(a)) $ 4,199,162 10 1120 Current financial assets at fair value through other comprehensive income (notes 6(b) and 8) 643,717 2 1140 Current contract assets (note 6(s)) 27,465 - 1150 Notes receivable, net (notes 6(c) and 8) 629,541 1 1170 Accounts receivable, net (note 6(c)) 97,909 - 1200 Other receivables (note 7) 1,904 - 1320 Inventories (for construction business), net (notes 6(d), 7 and 8) 25,079,562 59 1410 Prepayments (note 7) 55,577 - 1476 Other current financial assets (notes 6(h), 7 and 8) 8,288,142 20 1479 Other current assets, others 48,804 - 1480 Current assets recognized as incremental costs to obtain contract with customers (note 6(h)) 929,954 2 40,001,737 94 Non-current assets: 1600 Property, plant and equipment (notes 6(e) and 8) 229,634 1 1755 Right-of-use assets (note 6(f)) 79,469 - 1760 Investment property, net (notes 6(g) and 8) 1,054,818 2 1780 Intangible assets 16,934 - 1840 Deferred tax assets (note 6(p)) 14,461 - 1984 Other non-current financial assets, others (notes 6(h) and 8) 1,092,216 3 1990 Other non-current assets, others 49,491 - 2,537,023 6 Total assets $ 42,538,760 100	December 31, 2022 Amount % 2,252,570 5 582,804 1 49,113 - 194,620 - 1,162,477 3 760 - 35,583,333 73 569,190 1 1,910,752 4 60,697 - 1,564,071 3 43,930,387 90 232,087 1 101,396 - 909,214 2 16,218 - 8,603 - 3,567,375 7 49,491 - 4,884,384 10 48,814,771 100 December 31, 2023 Liabilities and Equity Amount % Current liabilities: 2100 Short-term borrowings (note 6(i)) $ 9,098,688 21 2110 Short-term notes and bills payable (note 6(i)) 1,623,524 4 2130 Current contract liabilities (notes 6(s), 7 and 9) 2,536,109 6 2170 Accounts payable 2,954,759 7 2180 Accounts payable to related parties (note 7) 3,114 - 2200 Other payables (note 7) 843,805 2 2230 Current tax liabilities (note 6(p)) 1,419,784 3 2250 Current provisions (notes 6(m) and (o)) 80,656 - 2280 Current lease liabilities (note 6(l)) 33,977 - 2321 Bonds payable, current portion or putable bonds (note 6(k)) 5,871,596 14 2322 Long-term borrowings, current portion (note 6(j)) 25,938 - 2399 Other current liabilities, others 223,440 1 24,715,390 58 Non-Current liabilities: 2530 Bonds payable (note 6(k)) 3,996,868 9 2541 Long-term borrowings (note 6(j)) 267,576 1 2570 Deferred tax liabilities (note 6(p)) 2,844 - 2580 Non-current lease liabilities (note 6(l)) 45,459 - 4,312,747 10 Total liabilities 29,028,137 68 Equity (note 6(q)): 3110 Ordinary share 4,510,261 11 3200 Capital surplus 23,854 - 3300 Retained earnings 8,790,821 21 3400 Other equity interest 185,687 - Total equity 13,510,623 32 Total liabilities and equity $ 42,538,760 100	December 31, 2023		December 31, 2022
		Amount %		Amount %
				22,624,135 46 851,321 2 5,654,456 12 2,217,481 5 62,374 - 665,785 1 20,247 - 50,544 - 29,104 - - - 25,525 - 367,174 1 32,568,146 67 9,855,015 20 293,399 1 2,844 - 72,040 - 10,223,298 21 42,791,444 88 4,510,261 9 22,601 - 1,359,891 3 130,574 - 6,023,327 12 48,814,771 100

23 -

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

Operating Revenues (notes 6(n), (s) and 7): 4511 Construction revenue 4521 Engineering service revenue 4800 Other operating revenue 5000 Operating costs (note 7) Gross profit from operations Operating expenses: 6100 Selling expenses (notes 6(h), (t) and 7) 6200 Administrative expenses (note 6(t)) Operating income Non-operating income and expenses (notes 6(u) and 7): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs Total non-operating income and expenses Profit from continuing operations before tax 7950 Less: Income tax expenses (note 6(p)) Profit 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealized gains from (losses on) investments in equity instruments measured at fair value through other comprehensive income 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income Earnings per share (note 6(r)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars)	2023 Amount % $ 30,574,496 100 91,022 - 18,423 - 30,683,941 100 19,402,845 63 11,281,096 37 1,447,617 5 356,226 1 1,803,843 6 9,477,253 31 50,944 - 17,741 - 39,424 - (225,521) (1) (117,412) (1) 9,359,841 30 1,658,295 5 7,701,546 25 55,113 - 55,113 - $ 7,756,659 25 $ 17.08 $ 17.07	2022 Amount % 2,353,101 95 116,644 5 15,979 - 2,485,724 100 1,673,107 67 812,617 33 248,082 10 344,979 14 593,061 24 219,556 9 10,730 - 62,366 3 99,759 3 (159,342) (6) 13,513 - 233,069 9 76,433 3 156,636 6 (25,152) (1) (25,152) (1) 131,484 5 0.35 0.35

See accompanying notes to consolidated financial statements.

24 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

		Equity attributable	to owners of parent	to owners of parent		Total other equity interest Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income
Share capital	Capital surplus		Retained earnings

Ordinary shares		Legal reserve		Unappropriated retained earnings	Total retained earnings
$ 3,921,966 - - - - - 588,295 - 4,510,261 - - - - - - $ 4,510,261	21,376 - -	901,275 - -		1,674,668 156,636 -	2,575,943 156,636 -	155,726 - (25,152) (25,152) - - - - 130,574 - 55,113 55,113 - - - 185,687
	-	-		156,636	156,636
	- - - 1,225	167,184 - - -
	22,601 - -	1,068,459 - -
	-	-
	- - 1,253	15,663 - -
	23,854	1,084,122

See accompanying notes to consolidated financial statements.

25 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Interest expense Interest income Dividend income Gain on disposal of property, plant and equipment Gain on disposal of investment properties Gain on lease modifications Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Decrease (increase) in contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease in accounts receivable due from related parties Decrease (increase) in other receivables Decrease (increase) in inventories (construction) Decrease (increase) in prepayments Decrease (increase) in other current assets Increase in other financial assets—current Decrease (increase) in assets recognized as incremental costs to obtain contract with customers Decrease (increase) in other financial assets—non-current Increase (decrease) in contract liabilities Decrease in notes payable Increase (decrease) in accounts payable Decrease in accounts payable to related parties Increase (decrease) in other payables Increase in provisions Increase (decrease) in other current liabilities Total adjustments Cash inflow (outflow) generated from operations Income taxes paid Net cash flows from (used in) operating activities	2023 $ 9,359,841 53,625 4,776 225,521 (50,944) (7,231) (767) - (2) 224,978 21,648 (434,921) 1,064,568 - (111) 10,830,856 529,831 11,893 (1,003,902) 634,117 (209) (3,118,347) - 737,278 (59,260) 203,260 30,112 (143,734) 9,528,057 18,887,898 (264,616) 18,623,282	2022 233,069 45,479 3,522 159,342 (10,730) (52,666) (7) (10,960) (8) 133,972 (14,154) 168,865 (1,041,332) 96,679 26,745 (8,064,514) (292,386) (11,926) (300,385) (629,867) 4,431 2,386,347 (3,720) (87,280) (119,404) (110,052) 3,753 241,538 (7,612,690) (7,379,621) (389,033) (7,768,654)

26 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT’D)

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Proceeds from disposal of investment properties
Interest received
Dividends received
Net cash flows from investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from issuing bonds
Repayments of bonds
Repayments of long-term borrowings
Payment of lease liabilities
Other financial assets—current
Other financial assets—non-current
Cash dividends paid
Interest paid
Net cash flows from (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

27 -

Attachment III

CPAs’ Audit Report

==> picture [76 x 31] intentionally omitted <==

==> picture [168 x 19] intentionally omitted <==

KPMG

��110615��5�7�68�(��101��) �� Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, �� Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) �� Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of Run Long Construction Co., Ltd.:

Opinion

We have audited the financial statements of Run Long Construction Co., Ltd.(“the Company”), which comprise the balance sheets as of December 31, 2023 and 2022, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Appropriateness of the timing of revenue recognition from building and land sales

Please refer to note 4(m), and 6(s) of the financial statements for the accounting policy on revenue recognition and the details of revenue.

Description of key audit matter

The real estate industry, in which the Company is into, is recognized its sales revenue upon the transfer of ownership of the real estate and the actual delivery of the housing unit. Since there is a large number of sales of premises in the construction industry, in order to confirm the validity of the timing of the sales revenue recognition, the Company needs to examine the transfer of ownership and delivery housing data for all of transaction to recognize the sales revenue, which usually involves tremendous manual efforts. Therefore, the recognition of sales revenue is one of the most important evaluation in performing our audit procedures.

28 -

Auditing procedures performed

Our principal audit procedures included the following:

We test the effectiveness of the design and implementing the internal control system of sales revenue.
Perform substantive tests, sample inspections of sales contracts and real estate ownership transfer documents, and check sales data and general ledger details.
Test the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.
Inventory valuation

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

Description of key audit matter

The inventory of Company is an important asset for operations, and its amount accounts for 59% of the total assets; the inventory evaluation is handled in accordance with the International Accounting Standards Bulletin No. 2, if the net realizable value evaluation is inappropriate, it will cause false expression in financial reports. Therefore, the inventory evaluation test is one of the important evaluation items for the accountant to perform the Company's financial report audit.

Auditing procedures performed

Our principal audit procedures included the following: We understand the Company’ s operating and accounting procedures for inventory valuation; Obtain the Company management’ s data of inventory valuation; verify and inspect market value of the afore mentioned information. The net realizable value can be assessed in the following ways: through reviewing the recent selling price of the premises, by inquiring the selling price of premises nearby from the “Actual Selling Price of Real Estate” website, or by obtaining project investment analysis tables, inspecting and recalculating the net realizable value of inventory to ensure if it is adequate.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

29 -

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

30 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Han, Yi-Lien and Tseng, Kuo-Yang.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2024

Notes to Readers

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

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

31 -

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

RUN LONG CONSTRUCTION CO., LTD.

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Assets Amount % Current assets: 1100 Cash and cash equivalents(note 6(a)) $ 2,202,355 5 1120 Current financial assets at fair value through other comprehensive income (notes 6(b) and 8) 643,717 2 1150 Notes receivable, net(notes 6(c) and 8) 629,541 2 1170 Accounts receivable, net(note 6(c)) 83,626 - 1200 Other receivables 1,066 - 1320 Inventories (for construction business)(notes 6(d), 7 and 8) 24,255,245 59 1410 Prepayments(note 7) 4,668 - 1476 Other current financial assets(notes 6(i), 7 and 8) 7,880,676 19 1479 Other current assets, others 4,831 - 1480 Current assets recognized as incremental costs to obtain contract with customers(note 6(i)) 929,954 2 36,635,679 89 Non-current assets: 1550 Investments accounted for using equity method(note 6(e)) 1,655,454 4 1600 Property, plant and equipment(note 6(f)) 227,333 1 1755 Right-of-use assets(note 6(g)) 79,469 - 1760 Investment property, net(notes 6(h) and 8) 1,059,085 3 1780 Intangible assets 2,453 - 1984 Other non-current financial assets, others(notes 6(i), 7 and 8) 1,091,743 3 1990 Other non-current assets, others 49,491 - 4,165,028 11 Total assets $ 40,800,707 100	December 31, 2022 Amount % 925,890 2 582,804 1 194,620 - 1,144,625 3 587 - 35,030,726 74 461,479 1 1,862,349 4 12,871 - 1,564,071 3 41,780,022 88 580,477 1 229,972 1 101,396 - 912,694 2 2,488 - 3,567,056 8 49,491 - 5,443,574 12 47,223,596 100 December 31, 2023 Liabilities and Equity Amount % Current liabilities: 2100 Short-term borrowings(note 6(j)) $ 9,098,688 22 2110 Short-term notes and bills payable(note 6(j)) 1,623,524 4 2130 Current contract liabilities(notes 6(s), 7 and 9) 2,536,109 6 2170 Accounts payable 776,847 2 2180 Total accounts payable to related parties(note 7) 591,507 1 2200 Other payables(note 7) 795,149 2 2230 Current tax liabilities 1,410,015 4 2251 Current provisions for employee benefits(note 6(o)) 2,748 - 2280 Current lease liabilities(note 6(m)) 33,977 - 2321 Bonds payable, current portion or putable bonds(note 6(l)) 5,871,596 14 2322 Long-term borrowings, current portion(note 6(k)) 25,938 - 2399 Other current liabilities, others 211,239 1 22,977,337 56 Non-Current liabilities: 2530 Bonds payable(note 6(l)) 3,996,868 10 2541 Long-term borrowings(note 6(k)) 267,576 1 2570 Deferred tax liabilities(note 6(p)) 2,844 - 2580 Non-current lease liabilities(note 6(m)) 45,459 - 4,312,747 11 Total liabilities 27,290,084 67 Equity(note 6(q)): 3100 Ordinary shares 4,510,261 11 3200 Capital surplus 23,854 - 3300 Retained earnings 8,790,821 22 3400 Other equity interest 185,687 - Total equity 13,510,623 33 Total liabilities and equity $ 40,800,707 100	December 31, 2023		December 31, 2022
		Amount %		Amount %
				22,424,135 47 751,639 2 5,654,455 12 490,099 1 616,519 1 621,836 1 5,743 - 2,688 - 29,104 - - - 25,525 - 355,228 1 30,976,971 65 9,855,015 21 293,399 1 2,844 - 72,040 - 10,223,298 22 41,200,269 87 4,510,261 10 22,601 - 1,359,891 3 130,574 - 6,023,327 13 47,223,596 100

32 -

See accompanying notes to parent company only financial statements.

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

RUN LONG CONSTRUCTION CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

Operating Revenues(notes 6(n) and (s)): 4511 Construction revenue 4800 Other operating revenue 5000 Operating costs(note 7) Gross profit from operations Operating expenses: 6100 Selling expenses(notes 6(i) and 7) 6200 Administrative expenses(notes 6(t) and 7) Operating income Non-operating income and expenses:(notes 6(u) and 7) 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method Profit from continuing operations before tax 7950 Less: Income tax expenses(note 6(p)) Profit 8300 Other comprehensive income: 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealized gains from (loss on) investments in equity instruments measured at fair value through other comprehensive income 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income Earnings per share (note 6(r)) 9750 Basic earnings per share (NT dollars) Diluted earnings per share (NT dollars)	2023 Amount % $ 30,574,496 100 18,423 - 30,592,919 100 19,587,114 64 11,005,805 36 1,447,617 5 250,448 1 1,698,065 6 9,307,740 30 43,183 - 17,870 - 21,905 - (218,536) (1) 168,977 1 33,399 - 9,341,139 30 1,639,593 5 7,701,546 25 55,113 - 55,113 - $ 7,756,659 25 $ 17.08 $ 17.07	2022 Amount % 2,353,101 99 15,979 1 2,369,080 100 1,564,244 66 804,836 34 248,082 10 263,462 11 511,544 21 293,292 13 9,308 - 62,366 3 47,423 2 (156,869) (7) (49,802) (2) (87,574) (4) 205,718 9 49,082 2 156,636 7 (25,152) (1) (25,152) (1) 131,484 6 0.35 0.35

See accompanying notes to arent company only financial statements.

33 -

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

RUN LONG CONSTRUCTION CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Share capital	Capital surplus		Retained earnings		Total other equity interest Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Total equity
Ordinary shares		Legal reserve	Unappropriated retained earnings	Total retained earnings
$ 3,921,966 - - - - - 588,295 - 4,510,261 - - - - - - $ 4,510,261	21,376 - -	901,275 - -	1,674,668 156,636 -	2,575,943 156,636 -	155,726 - (25,152) (25,152) - - - - 130,574 - 55,113 55,113 - - - 185,687	6,675,011 156,636 (25,152) 131,484 - (784,393) - 1,225 6,023,327 7,701,546 55,113 7,756,659 - (270,616) 1,253 13,510,623
	-	-	156,636	156,636
	- - - 1,225	167,184 - - -
	22,601 - -	1,068,459 - -
	-	-
	- - 1,253	15,663 - -
	23,854	1,084,122

See accompanying notes to parent company only financial statements.

34 -

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

RUN LONG CONSTRUCTION CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation Amortization Interest expense Interest income Dividend income Share of profit (loss) of subsidiaries,associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of investment properties Gain on lease modifications Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease in other receivables Decrease (increase) in inventories (construction) Decrease (increase) in prepayments Decrease (increase) in other current assets Increase in other financial assets－current Decrease (increase) in assets recognized as incremental costs to obtain contract with customers Decrease (increase) in other financial assets—non-current Total changes in operating assets Changes in operating liabilities: Increase (decrease) in contract liabilities Decrease in notes payable Increase in accounts payable Decrease in accounts payable to related parties Increase (decrease) in other payables Increase in provisions Increase (decrease) in other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Income taxes paid Net cash flows from (used in) operating activities	2023 $ 9,341,139 52,837 2,060 218,536 (43,183) (7,231) (168,977) (768) - (2) 53,272 (434,921) 1,060,999 338 11,101,327 473,029 8,040 (1,004,842) 634,117 (55) 11,838,032 (3,118,346) - 286,748 (25,012) 198,425 60 (143,989) (2,802,114) 9,035,918 9,089,190 18,430,329 (235,321) 18,195,008	2022 205,718 44,045 1,798 156,869 (9,308) (52,666) 49,802 (7) (10,960) (8) 179,565 168,865 (1,133,169) 26,744 (8,012,451) (224,033) (9,206) (302,362) (629,867) 4,372 (10,111,107) 2,386,346 (3,674) 26,484 (117,834) (120,911) 161 242,917 2,413,489 (7,697,618) (7,518,053) (7,312,335) (370,426) (7,682,761)

35 -

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

RUN LONG CONSTRUCTION CO., LTD.

Statements of Cash Flows (CONT’D)

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows used in investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Proceeds from disposal of investment properties
Interest received
Dividends received
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from issuing bonds
Repayments of bonds
Repayments of long-term borrowings
Other financial assets－current
Other financial assets－non-current
Payment of lease liabilities
Cash dividends paid
Interest paid
Net cash flows from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to parent company only financial statements.

36 -

Attachment IV

RUN LONG CONSTRUCTION CO., LTD. Comparison Table of Amendments to the “Articles of Incor oration” p

Provision after amendment	Current provision	Reason for amendment
Article 6 The capital of the Company is NT$12 billion, divided into1200 million shares at NT$10 per share, and the Board of Directors shall be authorized to issue the shares in installments based on actual needs.	Article 6 The capital of the Company is NT$8 billion, divided into800 million shares at NT$10 per share, and the Board of Directors shall be authorized to issue the shares in installments based on actual needs.	The increase rated capital.
Article 11-1 The Company may convene the shareholders' meeting by video or in other methods announced by the central competent authority. The requirements, operating procedures, and other matters to be complied with when a video- based meeting is adopted shall be governed by the regulations of the competent authority if otherwise stipulated.	Article 11-1 The Company may convene the shareholders' meeting by video or in other methods announced by the central competent authority. The requirements, operating procedures, and other matters to be complied with when a video- basedshareholdermeeting is adopted shall be governed by the regulations of the competent authority if otherwise stipulated.	Cooperate with practical work corrections
Article 17-1 The number of directors of the Company shall not be less thanthree independent directors and less thanone- threeof the total number of directors. The nomination and means of election of directors and independent directors and other compliance matters shall be handled in accordance with the applicable regulations of the competent authorities.	Article 17-1 The number of directors of the Company shall not be less thantwo independent directors and less thanone- fifthof the total number of directors. The nomination and means of election of directors and independent directors and other compliance matters shall be handled in accordance with the applicable regulations of the competent authorities.	Amendment to Article 4 of the Key Points to Cooperate with the Establishment and Exercise of Powers of the Board of Directors of Listed Companies.
Article 33 The Articles of Incorporation were established on December 27, 1976. The 1st amendment was made on	Article 33 The Articles of Incorporation were established on December 27, 1976. The 1st amendment was made on	The date and ordinal number of this amendment

37 -

Provision after amendment	Current provision	Reason for amendment
December 22, 1980. (Omitted) The 39th amendment was made on June 9, 2022. The 40th amendment was made on June 13, 2024.	December 22, 1980. (Omitted) The 39th amendment was made on June 9, 2022.	are added.

38 -

Attachment V

RUN LONG CONSTRUCTION CO., LTD. Comparison Table of Amendments to the “Rules of Procedures for Shareholders’ Meetin s” g

Provision after amendment	Current provision	Reason for amendment
Article 3 The shareholders’ meeting of the Company shall be convened by the Board of Directors unless otherwise provided by laws and regulations. Unless otherwise provided in the Regulations Governing the Administration of Shareholders Service of Public Companies, the Company's organization of a shareholders’meeting by means of visual communication network shall be expressly defined in the articles of incorporation and subject to resolution by the Board of Directors. Meanwhile, the organization of a shareholders’meeting by means of visual communication network shall be adopted per the resolution rendered by a majority of directors at a meeting attended by two-third or more of the total number of directors. (below has not been amended)	Article 3 The shareholders’ meeting of the Company shall be convened by the Board of Directors unless otherwise provided by laws and regulations. This item is added (below has not been amended)	The amendment is made as per the amendment to Article 3 of the Rules of Procedures for Shareholders’ Meetings.
Article 6-1 Where the Company convenes the video shareholders’ meetings, the meeting notice shall specify the following matters: (Paragraphs 1 to 2 are not amended) III. Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.	Article 6-1 Where the Company convenes the video shareholders’ meetings, the meeting notice shall specify the following matters: (Paragraphs 1 to 2 are not amended) III. Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.	The amendment is made as per the amendment to Article 6-1 of the Rules of Procedures for Shareholders’ Meetings.

39 -

	Provision after amendment	Current provision	Reason for amendment
	Except for the situations specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide said shareholders with connection facilities and necessary assistance, and shall specify the period during which shareholders may file applications with the Company and other related matters to be attended.
Article 9 (Paragraphs 1 are not amended.) The Chairman shall call the meeting to order at the appointed meeting time and announce the number of shares without voting rights, the number of shares presentetc. (below has not been amended)		Article 9 (Paragraphs 1 are not amended.) The Chairman shall call the meeting to order at the appointed meeting time and announce the number of shares without voting rights, the number of shares presentand other relevant information. (below has not been amended)	The amendment is made as per the amendment to Article 9 of the Rules of Procedures for Shareholders’ Meetings.
Article 22 Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties attending in the manner of video conference.Except for the situations specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, it shall at least provide said shareholders with connection facilities and necessary assistance, and shall specify the period during which shareholders may file applications with the Company and other related matters to be attended.		Article 22 Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties attending in the manner of video conference.	The amendment is made as per the amendment to Article 22 of the Rules of Procedures for Shareholders’ Meetings.

40 -

Attachment VI

RUN LONG CONSTRUCTION CO., LTD. Comparison Table of Amendments to the “Operational Procedures for Endorsements and Guarantees.”

Provision after amendment	Current provision	Reason for amendment
Article 4: Limit of Endorsement/Guarantee (I) The total amount of the endorsements/guarantees made by the Company for others shall not exceed200% of the Company's net worth for the current period. (II) The amount of endorsements/guarantees provided to a single enterprise shall not exceed100% of the Company's net worth for the current period. (III) For endorsements/guarantees made due to business dealings with the Company, in addition to said limits, the amount of individual endorsements/guarantees shall not exceed the total amount of transactions with the Company in the most recent year (the purchase or sales amount between the two parties, whichever is higher). (IV) The total amount of the endorsements/guarantees made by the Company and its subsidiaries for others shall not exceed200% of the Company's net worth for the currentperiod.	Article 4: Limit of Endorsement/Guarantee (I) The total amount of the endorsements/guarantees made by the Company for others shall not exceed50%of the Company's net worth for the current period. (II) The amount of endorsements/guarantees provided to a single enterprise shall not exceed20%of the Company's net worth for the current period,provided that for a single overseas affiliate, it shall not exceed 30% of the net worth. (III) For endorsements/guarantees made due to business dealings with the Company, in addition to said limits, the amount of individual endorsements/guarantees shall not exceed the total amount of transactions with the Company in the most recent year (the purchase or sales amount between the two parties, whichever is higher). (IV) The total amount of the endorsements/guarantees made by the Company and its subsidiaries for others shall not exceed50% of the Company's net worth for the current period.	The Company made the endorsements and guarantees primarily in order to obtain the facility for subsidiaries in which the Company holds more than 50% of the voting shares and companies with business dealings, or for purposes of undertaking a construction project. Amended, in consideration of the Company’s entire business development needs.

41 -

Provision after amendment	Current provision	Reason for amendment
(V) The amount of endorsements/guarantees provided by the Company and its subsidiaries to a single enterprise shall not exceed 100% of the Company's net worth for the current period. (VI) If the total amount of endorsements/guarantees that issetas the ceiling for the Company and its subsidiaries as a whole reaches200% or more of the Company’s net worth, an explanation of the necessity and reasonableness thereof shall be given at the shareholders’ meeting. The net worth is based on that referred to in the latest financial statements audited and certified or reviewed bythe external auditor.	(V) The amount of endorsements/guarantees provided by the Company and its subsidiaries to a single enterprise shall not exceed 20% of the Company's net worth for the current period. (VI) If the total amount of endorsements/guarantees made by the Company and its subsidiaries for others reaches 50% or more of the Company’s net worth, an explanation of the necessity and reasonableness thereof shall be given at the shareholders’ meeting. The net worth is based on that referred to in the latest financial statements audited and certified or reviewed bythe external auditor.
Article 5: Decision-making and delegation of authority Endorsements and guarantees made by the Company shall be subject to prior approval per resolution by the Board of Directors. However, in order to meet the need for timeliness, the Chairman is authorized to provideexternal guarantees within the limit set forth	Article 5: Decision-making and delegation of authority Endorsements and guarantees made by the Company shall be subject to prior approval per resolution by the Board of Directors. However, to meet the need for timeliness,the Board of Directors mayauthorize the Chairman to make a decision within 30% of the net worth for the	Amended in response to the Company’s actual needs.
in the preceding article	current period first, and then report the same tothe nextBoard meeting for ratification. (below has not been amended)

42 -

Attachment VII

RUN LONG CONSTRUCTION CO., LTD. List of Candidates of Directors (Including Independent Directors)

Types of Candidates	Name of Candidates	Education	Experience	Current Position	Number of Shares Held (Unit: Share)	Reasons for continuing to nominate to serve as independent director for three consecutive terms
Director	Da-Li Investment Co., Ltd. Representative: Chiu, Ping-Tse	National Taiwan University Civil Engineering Institute	President of Run Long Construction Co., Ltd. Chairman of Jin Jyun Construction Co., Ltd.	Chairperson of Run Long Construction Co., Ltd. Representative of Institutional Director of Jin Jyun Construction Co.,Ltd.	17,663,965	N/A
Director	Da-Li Investment Co., Ltd. Representative: Lin, Wei-Chum	Department of Applied English, Ming Chuan University Department of Construction Engineering, Chung Hua University	Manager of Development Department of Run Long Construction Co., Ltd.	President of Run Long Construction Co., Ltd.	17,663,965	N/A
Director	Da-Li Investment Co., Ltd. Representative: Chen, Kuo-Yen	National Taipei University of Technology Industrial Design Department	ChyiYuh Construction Co., Ltd. Vice Chairman Highwealth Construction Consultant	ChyiYuh Construction Co., Ltd. Consultant	17,663,965	N/A
Director	Da-Li Investment Co., Ltd. Representative: Lu, Chia-Yin	Graduate Institute of Finance, College of Management, National Taiwan University of Science and Technology	Finance Manager of Run Long Construction Co., Ltd.	Finance Manager also acted as the Company Governance Executives of Run Long Construction Co., Ltd.	17,663,965	N/A
Independent Director	Yen, Yun-Chi	China University of Technology Department of Public Health	Chairman Tungyue Advertising Co., Ltd.	Chairman Tungyue Advertising Co., Ltd. Independent Director of Run Long Construction Co.,Ltd.	0	Note 1
Independent Director	Chen, Yung-Chang	National Taiwan University Department of Law	Judge of Taoyuan, Shilin and Taipei District Courts Chief Judge of Keelung District Court Judge and Presiding Judge of Taiwan High Court	Attorney of All-Pro Law Firm Representative of corporate director of Flexium Interconnect Inc. Independent Director of LandMark Optoelectronics Corporation Independent Director of Run Long Construction Co., Ltd.	0	No such situation

43 -

Types of Candidates	Name of Candidates	Education	Experience	Current Position	Number of Shares Held (Unit: Share)	Reasons for continuing to nominate to serve as independent director for three consecutive terms
Independent Director	Chou, I-Chiang	Master/Ph.D. in Urban and Regional Planning from the University of Southern California (USC)	Associate Professor, Department of Urban Planning and Spatial Information, Feng Chia University Secretary-General of Feng Chia University Dean of Feng Chia University School of Management Chairman of Cheng Lie Navigation Co., Ltd.	Feng Chia University Academic Advisor Representative of Institutional Director of Wisdom Engineering Consultants Co., Ltd.	0	No such situation

Note 1：Mr. Yun-Chi Yen, an independent director candidate, with his abundant business and financial experience, insisted on the independent and objective stance during his term of office, and provided professional and constructive suggestions, which benefited the Company remarkably. Though he has been elected as an independent director for three consecutive terms, the Company still needs to rely on his expertise, so that he may still exert his expertise when performing his duties as an independent director, and may effectively supervise the Board of Directors and provide professional opinions. Therefore, the Company will continue to nominate him to serve as the Company’s independent director.

44 -

Appendix I

RUN LONG CONSTRUCTION CO., LTD. Articles of Incorporation

Approved by the annual general meeting held on 2022.06.09

Chapter I General Rules

Article 1 The company shall be organized in accordance with the provisions of the Company Act as RUN LONG CONSTRUCTION CO., LTD.
Article 2 The business scope of the Company is as follows:
I. C901010 Ceramic and Ceramic Products Manufacturing.
II. F106050 Wholesale of Pottery, Porcelain and Glassware.
III. F107010 Wholesale of Paints, Varnishes and Lacquers.
IV. F207010 Retail Sale of Paints, Varnishes and Lacquers.
V. F107020 Wholesale of Dyes and Pigments.
VI. F207020 Retail Sale of Dyeing Mills and Dyestuff.
VII. C802200 Paints, Varnishes, Lacquers, Dyeing Mills and Dyestuff Manufacturing.
VIII. C901050 Manufacture of Cement and Concrete Products.
IX. H701010 Housing and building development, lease, sale business.
X. H701050 Public Works Construction and Investment.
XI. H701030 Funeral Places Lease Construction and Development.
XII. H701060 Development industry of new towns and new communities.
XIII. JZ99050 Agency Services
XIV. I103060 Management Consulting.
XV. I301010 Software Design Services.
XVI. F118010 Wholesale of Computer Software. XVII. F119010 Wholesale of Electronic Materials. XVIII. JE01010 Rental and Leasing Activities.
XIX. F401010 International Trade.
XX. F106010 Wholesale of Ironware.

XXI. F211010 Retail Sale of Construction Materials in Specialized Stores.

XXII. F107200 Wholesale of Chemistry Raw Material. XXIII. F207200Retail sale of Chemistry Raw Material. XXIV. C805010 Manufacture of Plastic Sheets, Pipes and Tubes. XXV. C805050 Industrial Plastic Products Manufacturing.

45 -
XXVI. CB01010 Machinery and Equipment Manufacturing. XXVII. CB01030 Manufacture of Pollution Controlling Equipment. XXVIII. J101030 Collection of Waste Disposing. XXIX. J101040 Waste Treatment. XXX. F111090 Wholesale of Building Materials. XXXI. CA01070 Scrapped Car and Boat Dismantling and Scrap Iron and Steel Metal Processing.
XXXII. CA01080 Aluminum Refinery Manufacturing. XXXIII. CA02010 Manufacture of Metal Structure and Architectural Components.
XXXIV. C501040 Manufacture of Veneer Sheets and Wood-Based Panels.
XXXV. J101060 Wastewater (Sewage) Treatment. XXXVI. J101080 Resource Recycling. XXXVII. J101090 Waste Disposal. XXXVIII. E604010 Machinery Installation. XXXIX. F113010 Wholesale of Machinery. XL. F213080 Retail Sale of Machinery and Equipment. XLI. F113100 Wholesale of Pollution Controlling Equipment. XLII. F213100 Retail Sale of Pollution Controlling Equipment. XLIII. CA01090 Aluminum Manufacturing. XLIV. CA01100 Aluminum Rolling, Drawing and Extruding. XLV. CA01110 Smelting and Refining of Copper. XLVI. CA01120 Copper Casting. XLVII. CA01130 Copper Rolling, Drawing and Extruding. XLVIII. CA01990 Other Non-ferrous Metal Basic Industries. XLIX. H703090 Real Estate Commerce. L. H703100 Real Estate Rental and Leasing. LI. H701080 Urban Renewal Reconstruction. LII. H701020 Industrial Factory Buildings Lease Construction and Development.
LIII. H701040 Specific Area Development. LIV. F219010 Retail Sale of Electronic Materials. LV. F218010 Retail Sale of Computer Software. LVI. F601010 Intellectual Property Rights. LVII. I301020 Data Processing Services. LVIII. I301030 Electronic Information Supply Services.
46 -
LIX. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company is headquartered in Taipei City and shall, if necessary, establish branches in appropriate locations at home and abroad by resolution of the Board of Directors in accordance with the law.
Article 3-1 Due to business needs, the Company may engage in external mutual guarantees with affiliated companies or peers, which is subject to the approval of the Board of Directors in accordance with the Company's Regulations Governing Making external Endorsements/Guarantees.
Article 4 When the Company invests in another company and becomes a limited liability shareholder, the total amount of its investments may exceed 40% of the Company's paid-in capital, which is not limited by Article 13 of the Company Act.
- Chapter II Shareholdings
Article 6 The capital of the Company is NT$8 billion, divided into 800 million shares at NT$10 per share, and the Board of Directors shall be authorized to issue the shares in installments based on actual needs.
Article 7 The Company issues owner-registered shares only, which are affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof. The shares issued by the Company may be exempted from printing but shall be registered with a centralized securities depository.
Article 8 The shareholder shall use his/her own name. If the shareholder is a government agency or legal entity, his/her name shall be recorded, and no separate account name shall be set up or include only the representative. The shareholder shall include his/her real name or title, domicile or residence on the signature card as well as seal affixed to it, which shall be submitted to the Company for inspection, and the same shall apply in the event of any change. When the shareholder receives dividends or exercises other rights in writing, the affixed seal will be based on.
Article 9 The transfer, inheritance, gift, loss, destruction and other stock-related matters concerning the shareholders' shares are handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies.”
47 -
Article 10 Registration for transfer of shares shall be suspended for sixty days immediately before the day of an annual general meeting, for thirty days immediately before the day of any extraordinary general meeting of shareholders, and for five days before the day on which dividends or any other benefit is scheduled to be paid by the Company. Other stock-related matters are handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies.”

Chapter III Shareholders’ Meeting

Article 11 The shareholders meeting is divided into a general meeting and an extraordinary general meeting:
The general meeting shall be convened once a year within 6 months after the end of the fiscal year by the Board of Directors in accordance with the law.
The extraordinary general meeting shall be held in accordance with the relevant laws when necessary.

Article 11-1

The Company may convene the shareholders' meeting by video or in other methods announced by the central competent authority. The requirements, operating procedures, and other matters to be complied with when a videobased shareholder meeting is adopted shall be governed by the regulations of the competent authority if otherwise stipulated.
Article 12 The shareholders shall be notified of the date and place of the meeting and the reason for the meeting 30 days prior to the convening of the general meeting and 15 days prior to the convening of the extraordinary general meeting. The convening of shareholders’ meeting shall be publicly announced.

The notice of the shareholders’ meeting may be given in the form of a public announcement for shareholders who own less than 1,000 shares.

Article 13 The Chairman shall chair the shareholders’ meeting. Where the Chairman is on leave or unable to perform the duties for any reason, the Chairman shall designate a director to act on his/her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting Chairman of the Board of Directors.
Article 14 Matters concerning a shareholder not being able to attend a shareholders' meeting for any reason shall be handled in accordance with Article 177 of the Company Act and Article 25-1 of the Securities and Exchange Act.
48 -
Article 15 The Company's shareholders shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under the Company Act, Article 179, paragraph 2.
Unless otherwise provided by relevant laws and regulations, a resolution of a shareholders’ meeting shall be attended by the shareholders, who are present on behalf of a majority of the shareholders of the total number of issued shares.
Shareholders of the Company may also exercise their voting rights electronically. Shareholders exercising their voting rights electronically shall be deemed to be present in person and relevant matters shall be handled in accordance with the relevant laws and regulations.
Article 16 The resolutions of the shareholders’ meeting shall be signed or sealed by the Chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The summary and result of the motions in discussion and voting shall be noted in the meeting minutes on record. The meeting minutes on record, the sign-in book for tracking attendance of the Directors and a power of attorney for appointment of proxies shall be kept by the Company as required by Article 183 of the Company Act.
The minutes referred to in the preceding paragraph shall be distributed by way of public announcement.
- Chapter IV Directors and Audit Committee
Article 17 The Company shall have 7 to 9 directors, and, by adopting the candidates' nomination system, shareholders shall elect the directors from among the nominees listed in the roster of director candidates. Each director shall hold a term of office for 3 years and shall be eligible for re-election.
If the term of office of Directors expires and no election of a new Board could be held, the tenure for these directors shall be extended until a Board of Directors is elected and assumed office. If one-third of the seats of directors are left vacant or if all independent directors are dismissed, a shareholders' meeting shall be convened immediately to hold a by-election to fill the original term of office in accordance with the law.
The total number of registered shares held by all directors of the Company shall not be less than a certain percentage of the total number of shares required to be issued by the competent authority.
Article 17-1 The number of directors of the Company shall not be less than two independent directors and less than one-fifth of the total number of directors.
49 -

The nomination and means of election of directors and independent directors and other compliance matters shall be handled in accordance with the applicable regulations of the competent authorities.

Article 18 When the directors organize a Board of Directors’ meeting, it shall be attended by two-third of the total number of directors of a company. With approval by a majority of directors, they shall select from among themselves one person to serve as the Chairman. Internally, the Chairman is the Chairman of the shareholders’ meeting and board meeting. Externally, the Chairman represents the Company and executes all affairs relating to the Company by following these Articles and resolutions approved by the shareholders and Board of Directors. Where the Chairman is unable to perform his/her duties for any reason, one of the directors shall be designated to act on behalf of the Chairman; where there is no such designation, the directors shall nominate one among themselves to presiding over the meeting.

In order to respond to major incidents or to meet the needs of the Company's operations, unless otherwise provided by law, the Chairman may adjust the Company's necessary bodies and their organizations, or hire consultants to determine business policies and operations associated with the Company. Subject to the approval of the Board of Directors, an additional vice Chairman may be created to assist the Chairman.

Article 19 The powers and functions of the board of directors are as follows:

I. Determination of business policies and supervision of business implementation.
II. The appointment and dismissal of managerial officers at all levels. III. Review and approval of budget and account settlement.
IV. Planning of earnings distribution or loss recovery and capital increase or decrease.
V. Approval of investments and loans to other companies and pledge of assets.
VI. Establishment, adjustment and revocation of the Company's important organizations and review of important Articles of Incorporation and important contracts.
VII. Approval of the acquisition and disposal of important properties. VIII. Convening of shareholders’ meetings.
IX. Review of proposals and matters determined by the Chairman and proposed by the president.
X. Other powers and functions given by the law or the shareholders’
50 -

meeting.

Article 20 Unless otherwise provided for in the Company Act, resolutions of the board meeting shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. In case that directors are unable to attend such meetings in person for any reason, they may appoint another director as the proxy to do so by issuing a proxy form, listing the scope of authority for the meeting. However, a director may act as the proxy of only one other director. In case a meeting of the Board of Directors is proceeded via a visual communication network, the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 20-1 A notice of the reason for convening a board meeting shall be given to each director and other persons who should be present seven days in advance. However, in case of emergency, it may be convened at any time.
- The notice of convening a board meeting referred to in the preceding paragraph may be done so by writing, fax or email.
Article 21 Resolutions adopted at a board meeting shall be recorded in the minutes of the meeting, which shall be affixed with the chairman of the meeting's signature or seal and shall be distributed to all directors within twenty days after the close of the meeting. The said meeting minutes are handled in accordance with Article 183 of the Company Act.
Article 22 The Board of Directors shall be authorized to determine the remuneration of the Chairman and directors in accordance with the extent of their participation in and the value of their contributions to the operations of the Company and the light of the normal level of the industry.
The board of directors shall determine a fixed remuneration to independent directors in accordance with the principles of the preceding paragraph and shall not participate in the Company’s remuneration distribution for the board of directors or other bonuses.

The Company shall purchase liability insurance for the directors.

Article 23 The Company shall establish an Audit Committee, composed of all independent directors, in accordance with Article 14-4 of the Securities Exchange Act. The Audit Committee or members of the Audit Committee shall carry out the functions and powers required to be exercised by supervisors under the Company Act, the Securities Exchange Act and other laws and regulations.
Article 24 Delete.
51 -

Chapter V Managerial Officer

Article 25 The Company may have a president and several managerial officers. The president shall implement the Board of Directors' resolutions as ordered by the Chairman and manage all affairs of the Company.
Article 26 The appointment, dismissal and remuneration of the Company's managerial officers shall be handled in accordance with Article 29 of the Company Act.
- Chapter VI Accounting
Article 27 The Company's accounting year is January 1 to December 31 each year.
Article 28 The Company's Board of Directors shall prepare the following reports at the end of each accounting year. These reports shall be submitted to the Audit Committee for review 30 days prior to the annual general meeting. A report shall be issued for recognition at the annual general meeting.
the business report;
the financial statements; and
the surplus earning distribution or loss off-setting proposals.
Article 29 If the Company records a profit in a year, it shall set aside not less than onethousandth of the profit as remuneration to employees and not more than one-hundredth of the profit as remuneration to directors. The remuneration shall be distributed after the resolution of the Board of Directors and reported to the shareholders’ meeting. However, if the Company still has accumulated losses, the compensation amount shall be reserved in advance. The employee remuneration may be determined by shares or cash and its receiving parties must include its serving employees in accordance who meet certain criteria established by the board of directors.
Article 29-1 Where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, except when the legal reserve has reached the amount of the Company's paid-in capital. Depending on the Company's operation and legal requirements, special reserve may be set aside or reversed. The Company’s Board of Directors shall use any remaining profit together with any undistributed retained earnings as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. The Company’s dividend policy shall take into the Company's financial structure, operating situation and capital budget, as well as the interests of shareholders and balance of dividends. The
52 -

distributable earnings may be retained or paid in shares or cash. The amount of dividend distribution shall be maintained at between 10% and 100% of the current year’s distributable earnings. The dividends paid in cash shall be less than 10% of the total dividends distributed in the year.

If the Company distributes all or part of the dividends and bonuses or statutory surplus reserves and capital reserves by means of cash disbursement, it shall authorize the Board of Directors with over twothirds of the directors attending the meeting and conduct after approval of a majority of the directors attending the meeting, which shall be reported to the shareholders’ meeting.

Article 30 The issuance or transfer objects shall include employees of subsidiaries who match certain conditions for the Company issuing employee subscription certificate, issuing new stocks with restricted employee rights, issuing new stocks to employees, or repurchasing stocks and transferring to employees in accordance with the law. The Board of Directors is authorized to determine the conditions and method of purchase.

Article 31 The organization rules and handling details of the Company shall be separately prescribed by the Board of Directors.

Article 32 Matters not covered by the Articles of Incorporation shall be governed by the Company Act and other applicable laws.

Article 33 The Articles of Incorporation were established on December 27, 1976. The 1st amendment was made on December 22, 1980. The 2nd amendment was made on July 3, 1981. The 3rd amendment was made on November 6, 1981. The 4th amendment was made on October 20, 1983. The 5th amendment was made on December 26, 1983. The 6th amendment was made on January 20, 1984. The 7th amendment was made on September 1, 1985. The 8th amendment was made on September 10, 1986. The 9th amendment was made on November 11, 1989 The 10th amendment was made on October 2, 1990. The 11th amendment was made on June 20, 1992. The 12th amendment was made on March 30, 1993. The 13th amendment was made on April 10, 1995. The 14th amendment was made on May 18, 1996. The 15th amendment was made on July 31, 1997. The 16th amendment was made on June 28, 1999.

53 -

The 17th amendment was made on June 30, 2000 The 18th amendment was made on April 30, 2001. The 19th amendment was made on June 27, 2002. The 20th amendment was made on April 28, 2003. The 21st amendment was made on April 5, 2004. The 22nd amendment was made on October 27, 2004. The 23rd amendment was made on May 25, 2005. The 24th amendment was made on June 15, 2006. The 25th amendment was made on June 13, 2007. The 26th amendment was made on June 13, 2008. The 27th amendment was made on June 10, 2009. The 28th amendment was made on June 18, 2010. The 29th amendment was made on June 3, 2011. The 30th amendment was made on June 5, 2012. The 31st amendment was made on June 11, 2013. The 32nd amendment was made on June 27, 2014. The 33rd amendment was made on June 11, 2015. The 34th amendment was made on June 13, 2016. The 35th amendment was made on June 15, 2017. The 36th amendment was made on June 11, 2018. The 37th amendment was made on June 10, 2019. The 38th amendment was made on June 9, 2020. The 39th amendment was made on June 9, 2022.

54 -

Appendix II RUN LONG CONSTRUCTION CO., LTD. Rules of Procedures for Shareholders’ Meetings

Approved by the shareholders’ meeting held on June 13, 2023.

Article 1 The Rules are formulated in accordance with applicable regulations of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for the purpose of establishing a good governance system for shareholders’ meetings of the Company, improving its supervisory functions and strengthening its management functions.
Article 2 Unless otherwise provided in laws, regulations or Articles of Incorporation, the rules of procedure for shareholders’ meetings of the Company shall be governed by the Rules.
Article 3 The shareholders’ meeting of the Company shall be convened by the Board of Directors unless otherwise provided by laws and regulations.
Any change to the convening method of a shareholders’ meeting shall be resolved by the board of directors, and may not be later than sending the meeting notice of the shareholders’ meeting.
Thirty days prior to the ordinary meeting of shareholders or fifteen days prior to the extraordinary general meeting, the Company shall prepare an electronic file for transmission to the Market Observation Post System containing the notice of the meeting of shareholders, a power of attorney, the reasons for the various resolutions related to the recognition, discussion, appointment or dismissal of directors and the explanatory data. The handbook and supplementary meeting data of the shareholders’ meeting shall be compiled and transmitted to the Open Information Observatory by electronic archives twenty-one days prior to the ordinary meeting or fifteen days prior to an extraordinary general meeting, provided, where the Company’s paid-in capital reached NT$10 billion at the end of the latest fiscal year, or the shareholdings of foreign and Chinese shareholders in the shareholder registry of the shareholders’ meeting in the latest fiscal year exceed 30%, the electronic versions shall be uploaded 30 days before the date of the regular shareholders’ meeting.

Fifteen days prior to the meeting, the handbook of shareholders’ meetings and supplementary information for the meeting shall be prepared and made available to the shareholders at any time and shall be displayed to the Company and the professional stock agents appointed by the Company.

55 -

The agenda handbook and meeting supplemental information in the preceding paragraph, shall be provided to the shareholders for reference on the date of the shareholders’ meeting in the following manners:

I. For the physical shareholders’ meeting, such information shall be distributed at the site of the meeting.
II. For the video-assisted shareholders’ meeting, such information shall be distributed at the site of the meeting, and transmitted to the video conference platform as the electronic files.
III. Where a shareholders’ meeting is convened in the manner of video conference, such information shall be transmitted to the video conference platform as the electronic files.

The notice and announcement shall state the reasons for convening the meeting; If the notice is approved by the other party, the notice shall be made electronically.

The essential content of the appointment or dismissal of directors, amendments to articles, reduction of capital, application for the approval of ceasing its status as a public company, approval of lifting of the noncompetition restrictions on directors, capital increase by retained earnings, capital increase by capital reserve, dissolution, merger or division of corporation, or matters listed in the Company Act, Article 185, Paragraph 1, matters listed in the Securities Exchange Act, Article 26-1 and Article 43-6, and matters listed in the Regulations Governing the Offering and Issuance of Securities by Securities Issuer, Article 56-1 and Article 60-2 shall be explained in the shareholders’ meeting notice and shall not be proposed as extemporary motions.

If re-election of the Board and the date of appointment thereof are both stated clearly on the reasons for convening a shareholders’ meeting, then the date of appointment shall not be changed by extemporary motion or other means during the same meeting after the re-election of the Board is completed.

A shareholder holding 1% or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders’ meeting. Such proposals are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. If, however, the shareholder’s proposal concerns recommendation advocating for the Company to promote public interest or fulfill social responsibilities, the Board of Directors shall include such proposal in the agenda. Where a shareholder proposes a resolution under any of the circumstances specified

56 -

in Paragraph 4 of Article 172-1 of the Company Act, the Board of Directors shall not include it as a resolution. If the shareholder’s proposal concerns recommendation advocating for the Company to promote public interest or fulfill social responsibilities, in accordance with the Company Act, Article 172-1, such proposals are allowed but limited to one item only, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the Company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting. The period for accepting such proposals shall not be less than ten (10) days.

A resolution proposed by a shareholder shall be limited to 300 words and shall not be included in the resolution if it exceeds 300 words; The proposing shareholder shall attend the ordinary meeting of shareholders in person or by proxy and participate in the discussion of the proposal.

The Company shall notify the proposing shareholders of the outcome of the shareholders’ meeting prior to the date of the notice of convening the shareholders’ meeting and shall list the resolutions in accordance with the provisions of the Article in the notice of the meeting. For shareholders’ proposals that are not included in the resolution, the Board of Directors shall state the reasons for the exclusion at the shareholders’ meeting.

Article 4 At each shareholders’ meeting, a shareholder may issue a power of attorney issued by the Company specifying the scope of authorization and authorizing a proxy to attend the shareholders’ meeting.

A shareholder shall issue a power of attorney limited to one person and shall deliver it five days prior to the meeting of shareholders. In the event of duplication of a power of attorney, the first one to be served shall prevail. However, the entrustment before the revocation of the declaration shall not be limited.

If a shareholder wishes to attend a shareholders’ meeting in person or to exercise his/her voting rights in writing or electronic form after the proxy has been sent to the Company, he/she shall notify the Company in writing of the revocation of the proxy two days prior to the shareholders’ meeting; The voting right exercised by the proxy shall prevail in the event of revocation after the expiration of the prescribed time limit.

57 -

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting via video conference, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 A shareholders’ meeting shall be held at the place where the Company is located or where shareholders are conveniently present, and it is appropriate to convene a shareholders’ meeting. The starting time of the meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. The meeting shall be held at a place and time where the views of the independent directors shall be fully considered.
When the Company convenes the video shareholders’ meetings, the restrictions of convention location in the preceding paragraph does not apply.
Article 6 The Company shall specify the shareholders, proxy solicitors, proxy agents (“shareholders” hereafter), time and location for shareholder registration in the meeting notice as well as other matters requiring attention.
The aforesaid time for accepting shareholders’ register shall be at least 30 minutes prior to the commencement of the meeting. The registration desk shall be clearly marked and shall be handled by adequate and competent personnel, The time during which shareholder attendance registrations will be accepted at the video conference platform shall be at least 30 minutes prior to the time the meeting commences. The shareholders accepted are deemed attend the shareholders’ meeting in person.
Shareholders shall attend the shareholders’ meeting by presenting their attendance cards or other certificates of attendance. The Company shall not request shareholders to provide any other supporting documents for shareholders’ attendance at the meeting. A requester with a power of attorney shall bring along identity documents for verification.

The Company shall set up an autograph book for the attending shareholders to sign in, or the attending shareholders shall submit a sign-in card to sign in.

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

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting.

58 -

When a juristic person is appointed to attend as a proxy, it shall designate only one person to represent it in the meeting.

Where the Company convenes the video shareholders’ meetings, and shareholders intend to attend in the manner of video conference, shall register with the Company two days prior to the meeting date.

Where the Company convenes the video shareholders’ meetings, the Company shall upload the agenda handbook, annual reports and other related information to the video conference platform for the shareholders’ meeting the video conference platform for the shareholders’ meeting, at least 30 minutes prior to the meeting, and retain the disclosure of such until the meeting ends.

Article 6-1

Where the Company convenes the video shareholders’ meetings, the meeting notice shall specify the following matters:

I. The method for shareholders to attend the video conference and exercise of their rights.
II. The handling method when the video conference platform or participation in the manner of video conference fails due to force majeure, such as natural disasters or incidents, and the follows shall be at least included:
(I) Time and date for the postponement or re-convention when the aforesaid continual failure that cannot be eliminated and thus a postponement or re-convention is required.
(II) The shareholders who have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.
(III) Where the Company convenes the video-assisted shareholders’ meetings, and when the video meeting is discontinued, if the total attending shares still meet the statutory quorum for shareholders’ meeting commencement after deducting these shares held by the shares attending the meeting via video conference, the meeting shall continue; the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders’ meeting.
(IV) The handling method where the results of all proposal are announced but the extempore motions are not proceeded.
59 -
III. Where the Company convenes the video shareholders’ meetings, the proper alternatives provided for the shareholders having difficulties attending in the manner of a video conference shall be specified.
Article 7 The Chairman of the Board of Directors shall chair the meeting in the case that the Board of Directors convenes the meeting. If the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the vice Chairman shall act on his behalf. In case there is no vice Chairman, or the vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman of the Board of Directors shall designate one of the managing directors, or where there are no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting Chairman of the Board of Directors.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or the director shall be one who has held that position for 6 months or more and understands the company's financial and business conditions. The same applies if the chair is a representative of a director of a corporation.
For shareholders’ meetings convened by the Board of Directors, the Chairman should preside in person, and a majority of the directors of the Board of Directors should attend in person, and at least one representative of each functional committee members shall attend. The attendance shall be recorded in the minutes of the shareholders’ meeting.
If a shareholders’ meeting is convened by a convener other than the Board of Directors, the convener holding convening rights shall act as the Chairman of the shareholders’ meeting. If there are more than two conveners, they shall elect one convener to act as the Chairman.

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

Article 8 The Company shall record or videotape the whole process of the shareholders’ meeting.

The aforesaid record or videotape keep it for at least one year. However, any action instituted by a shareholder pursuant to Article 189 of the Company Act shall be preserved until the conclusion of the action.

Where the Company convenes the video shareholders’ meetings, the Company shall record and retain the records of the registration, enrollment,

60 -

acceptance, inquiries, voting, and the results of vote calculation, and continuously record the video conference thoroughly, both audio and video. The records and audio and video recordings in the preceding paragraphs shall be properly retained during the Company’s survival period, and the audio and video recordings are provided to the organizer of the video conference for custody.

In case of a video shareholder's meeting, the Company is advised to audio and video record the back-end operation interface of the videol meeting platform.

Article 9 Attendance at a shareholders’ meeting shall be calculated on the basis of shares. The number of shares present shall be calculated on the basis of the signature book or the signed-in card submitted, shares registered at the video conference platform, plus the number of shares in which voting rights are exercised in writing or electronically.

The Chairman shall call the meeting to order at the appointed meeting time and announce the number of shares without voting rights, the number of shares present and other relevant information.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. The Chairman shall announce the adjournment of the meeting if the shareholders representing one-third or more of the total number of issued shares are not present twice after the adjournment. Where the Company convenes the video shareholders’ meetings, the Company shall announce the meeting adjournment at the video conference platform.

If the number of shareholders is still not sufficient after the above adjournment for twice and shareholders representing more than one-third of the total number of issued shares are present, a false resolution shall be made in accordance with Paragraph 1 of Article 175 of the Company Act, and each shareholder shall be notified of the false resolution to convene a shareholders’ meeting within one month. Where the Company convenes the video shareholders’ meetings, the Company shall announce the meeting adjournment at the video conference platform.

Before the conclusion of the meeting, the number of shares represented by the shareholders present at the meeting reaches a majority of the total number of issued shares, the Chairman shall, in accordance with Article 174

61 -

of the Company Act, make a false resolution and submit it to the shareholders’ meeting for voting.

Article 10 If a shareholders’ meeting is convened by the Board of Directors, its agenda shall be prescribed by the Board of Directors. Each proposal (including extemporary motion and the amendment to the original agenda) shall be resolved one by one. The meeting shall be held in accordance with the scheduled agenda and shall not be changed without a resolution of the shareholders’ meeting.

If a shareholders’ meeting is held by conveners’ rights to convene the meeting other than those of the Board of Directors, the aforesaid provisions can be used.

The Chairman shall not adjourn the meeting until the adjournment of the proceedings (including extemporary motions) referred to in the preceding two paragraphs has been decided. If the Chairman announces the adjournment of the meeting in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the shareholders present at the meeting in the procedure prescribed by law and elect a Chairman by a majority vote of the shareholders present at the meeting to continue the meeting.

The Chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extemporary motions put forward by the shareholders; when the Chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chairman may announce the discussion closed, call for a vote and arrange for sufficient time for the voting.

Article 11 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chairman.
If a shareholder attending the meeting only raises a speech note but does not speak, he/she shall be deemed not to have spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
A shareholder may not speak more than twice on the same proposal, except with the chair's consent, and a single speech may not exceed 5 minutes. However, if the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
62 -

When an attending shareholder gives a speech, other shareholders shall not interfere with their speeches except with the consent of the Chairman and the speakers. Violators shall be stopped by the Chairman.

When a legal person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one person is allowed to be elected to speak on the same resolution.

After an attending shareholder gives a speech, the Chairman shall reply in person or by designating relevant persons.

Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of video conference may inquire with text at the video conference platform of the meeting since the chair announced the meeting commencement till the adjournment. No more than two inquiries shall be raised for each proposal, and the maximum length is 200 words. Paragraphs 1 to 5 are not applicable.

Where the inquiries in the preceding paragraph not violating the requirements, or within the scope of agenda, it is advisable to disclose the inquiries at the video conference platform of the meeting for the public knowledge.

Article 12 Voting at shareholders’ meetings shall be calculated based on the number of shares.

The number of shares of non-voting shareholders as resolved at a shareholders’ meeting shall not be included in the total number of issued shares.

Shareholders shall not participate in voting or exercise their voting rights on behalf of other shareholders when their own interests may cause harm to the interests of the Company in relation to the matters at the meeting.

The number of shares not permitted to exercise their voting rights as referred to in the preceding paragraph shall not be included in the number of voting rights of shareholders present.

Except in the case of a trust enterprise or a stock agency approved by the Competent Authority for Securities Affairs, if more than two shareholders consign one person at the same time, the proxy’s voting rights shall not exceed 3% of the total voting rights of the issued shares. If the proxy’s voting rights exceed the total voting rights of the issued shares, the exceeding part shall not be included.

Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under the Company Act, Article 179, paragraph 2.

63 -

When convening a shareholders’ meeting, the Company shall exercise its voting rights electronically and in writing); When the voting right is exercised in writing or electronically, the method of exercising the voting right shall be specified in the notice of convening the shareholders’ meeting. Shareholders exercising their voting rights in writing or electronically shall be deemed to have attended the shareholders’ meeting in person. However, amendments to the extemporary motion and the original motion at such shareholders’ meeting shall be deemed to have been abstained from voting. Therefore, it is advisable for the Company to refrain from proposing extemporary motions and amendments to the original motion.

Where the voting rights referred to in the preceding paragraph are exercised in writing or electronically, the declaration of intention shall be served on the Company two days before the meeting of shareholders. In case of duplication of intention, the first one shall prevail. However, the restriction shall not apply to a declaration of intention made prior to the revocation of a declaration.

If a shareholder wishes to attend a shareholders’ meeting and via video conference in person after exercising his/her voting rights in writing or electronically, he/she shall revoke his/her declaration of intention to exercise the voting rights referred to in the preceding paragraph in the same manner two days before the meeting. The voting right exercised in writing or electronically shall prevail in the event of late revocation. If the voting right is exercised in writing or electronically and the proxy is entrusted to attend the shareholders’ meeting, the voting right exercised by the proxy shall prevail.

Except as otherwise provided in the Company Act and the Articles of Association, the resolution shall be passed by a majority vote of the shareholders present at the meeting. At the time of voting, the Chairman or his/her nominee shall announce the total number of voting rights of the shareholders present on a case-by-case basis, and the shareholders shall vote by poll on a case-by-case basis. On the day after the convening of the shareholders’ meeting, the results of the shareholders’ approval, opposition and abstention shall be submitted to the MOPS.

If there are amendments or substitutions to the same motion, the Chairman shall decide on the order of voting with the original motion. If one of the motions is passed, the other motions shall be deemed to be negative and no further vote shall be required.

64 -

The scrutineers and tellers of the votes cast on the motion shall be appointed by the Chairman, but the scrutineers shall be shareholders.

The counting of votes for voting or electing resolutions at shareholders’ meetings shall be conducted in a public place within the venue of the shareholders’ meeting. After the counting of votes is completed, the voting result shall be announced on the spot, including the weighting of statistics and recording.

Where the Company convenes the video shareholders’ meetings, the shareholders attending in the manner of video conference shall vote via the video conference platform to each proposal and election after the Chairman declares the meeting commencement. Such voting shall be completed before the Chairman declares the end of voting; anyone misses the deadline is deemed abstention.

Where the Company convenes the video shareholders’ meetings, the votes shall be calculated at once upon the end of voting declared by the chair, and announce the results of voting or elections.

Where the Company convenes the video-assisted shareholders’ meetings, the shareholders who already have registered to attend the meeting in the manner of video conference pursuant to Article 6, but then intend to attend the off-line shareholders’ meeting in person, shall withdraw the registration in the same manner of registration two days prior to the shareholders’ meeting date; these who miss the deadline may only attend the shareholders’ meeting in the manner of a video conference.

These who exercise the vote in the manner of writing or electronic method, without withdrawing their expressions of intents, and attending the meeting in the manner of video conference, other than the extempore motions, must not exercise the votes to the original proposal, propose any amendment to the original proposal, or exercise the votes to the amendment 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 the spot immediately, including the names of those elected as Directors and the numbers of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, any action instituted by a shareholder pursuant to Article 189 of the Company Act shall be preserved until the conclusion of the action.

65 -

Article 15 The resolutions of the shareholders’ meeting shall be signed or sealed by the Chairman, and the minutes shall be distributed to all shareholders within 20 days after the meeting. The minutes shall be produced and distributed electronically.

The minutes referred to in the preceding Paragraph shall be distributed by way of an announcement entered by the Company into the Market Observation Post System.

The meeting minutes shall accurately record the year, month, day, and venue of the meeting, the Chairman's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including the voting outcome). If the election of Directors is held, the minutes shall disclose the votes received by the elected directors. The minutes shall be retained for the duration of the existence of the Company.

Where the Company convenes the video shareholders’ meetings, other than the matters to be recorded as required in the preceding paragraph, the starting and ending time of the shareholders’ meeting, convention method of the meeting, names of the chair and record-keeper, and the handling method when the video conference platform or participation in the manner of video conference fails due to disasters, incidents or other force majeure, and the handling status shall be specified.

Where the Company convenes the video shareholders’ meetings, other than complying with the preceding paragraph, the minutes shall also specify the alternatives for the shareholders having difficulties attending in the manner of video conference.

Article 16 On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shares attended by correspondence or electronic means. It shall make an express disclosure of the same at the place of the shareholders’ meeting. The Company shall upload the aforesaid information to the video conference platform for the shareholders’ meeting, at least 30 minutes prior to the meeting, and retain the disclosure of such until the meeting ends. Where the Company convenes the video shareholders’ meetings, the total shares held by the shareholders attending the meeting shall be disclosed at the video conference platform.If the total shares and voting rights of the attending shareholders are counted during the meeting, the same applies. If any matters resolved at the shareholders’ meeting are subject to the provisions of laws and regulations and material information as prescribed by the Taiwan Stock Exchange Corporation (Juridical Person-Gretai
66 -

Securities Market of the Republic of China), the Company shall submit the contents to the Market Observation Post System within the prescribed time limit.

Article 17 Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.

The Chairman shall direct the proctors or security personnel to assist in maintaining order at the meeting. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor" or identification cards.

If the meeting venue is equipped with amplification equipment, the Chairman shall stop others from speaking with the Company's equipment than shareholders.

When a shareholder violates the Rules and Procedures and defies the Chairman's instruction, obstructing the proceedings and refusing to heed calls to stop, the Chairman may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 When a meeting is in progress, the Chairman may announce a break based on time considerations. If a force majeure event occurs, the Chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within 5 days in accordance with the Company Act, Article 182.

Article 19 Where the shareholders’ meetings are convened in the manner of video conference, the Company shall disclose the voting result of each proposal and election results at the video conference platform for the shareholders’ meeting, and retain the disclosure at least 15 minutes after the chair declares adjournment.

Article 20 When the Company convenes the video shareholders’ meetings, the chair and the record-keeper shall be at the same location within Taiwan. The chair shall announce the address of this location.

Article 21 Where the shareholders’ meeting is convened in the manner of video conference, the Company may provide the shareholders with a simple connection test, and the related services before and during the meeting in
67 -

real time, to help to handle technical problems of communications.

Where the shareholders’ meeting is convened in the manner of video conference, the chair, when declaring the meeting commencement, shall also declare the events not requiring postponement or re-convention specified in Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies; before the chair declares the adjournment, in the event where the video conference platform or the participation in the video conference fails for 30 minutes or more due to nature disasters, incidents, or other force majeure, the date of the shareholders’ meeting postponed to, or re-convened shall be within five days, and Article 182 of the Company Act shall not apply.

Where the meeting is to be postponed or re-convened as specified in the preceding paragraph, the shareholders have not registered to attend the first shareholders’ meeting must not attend the postponed or re-convened meeting.

For the meeting is to be postponed or re-convened as specified in Paragraph 2, the shareholders who registered to attend the original meeting via the video conference, and have completed the acceptance, but do not attend the postponed or re-convened meeting, their attending shares at the original meeting, the exercised voting right and election right, shall be counted into the total shares, voting rights, and election rights of the attending shareholders in the postponed or re-convened meeting.

The postponement or re-convention of shareholders’ meetings conducted per Paragraph 2 needs not again discuss and resolve the proposal that have completed voting and vote calculation, with the announcement of voting results, or the list of elected directors.

Where the Company convenes the video-assisted shareholders’ meetings, and when the video meeting is discontinued as specified in Paragraph 2 and the total attending shares still meet the statutory quorum for shareholders’ meeting commencement, the postponement or re-convention of the meeting per Paragraph 2 is not required.

Under the circumstances to continue the meeting as specified in the preceding paragraph, the shares held by the shares attending the meeting via video conference shall be included in the total shares of the attending shareholders, but deemed abstaining for all proposals in the concerned shareholders’ meeting.

Where the Company postpones or re-convenes any shareholders’ meeting as specified in Paragraph 2, the pre-requisite operations shall be conducted based on the original shareholders’ meeting date, and pursuant to Paragraph

68 -
7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For the periods specified in the latter part of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, Paragraph 2 of Article 44-5, Article 44-15, Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall proceed on the date of the postponed or re-convened shareholders’ meeting per Paragraph.
Article 22 Where the Company convenes the video shareholders’ meetings, the proper alternatives shall be provided for the shareholders having difficulties attending in the manner of video conference.
Article 23 Matters not provided in these Rules and Procedures shall be handled in accordance with the relevant provisions of the Company Act, the Company’s Articles of Incorporation and other applicable laws and regulations.
Article 24 These Rules and Procedures, and any amendments hereto, shall be implemented from the date the Shareholders' Meeting adopts it.
69 -

Appendix III

RUN LONG CONSTRUCTION CO., LTD. Operational Procedures for Endorsements and Guarantees

Approved by the shareholders’ meeting held on June 9, 2020.

Article 1: Purpose

These Procedures are established for the Company's compliance with regard to endorsements/guarantees. Any matters not covered by these Procedures shall be handled in accordance with the relevant laws and regulations.

Article 2: Scope of Application

The endorsements and guarantees referred to in these Procedures include:

I. Financing endorsements/guarantees: Endorsements/guarantees made for bill discount financing and to meet the financing needs of another company, or issuance of a separate negotiable instrument to a nonfinancial enterprise as security to meet the financing needs of the Company itself.
II. Customs duty endorsement/guarantee: An endorsement or guarantee for the Company itself or another company with respect to customs duty matters.
III. Other endorsements/guarantees: Endorsements or guarantees beyond the scope of the above two paragraphs.
IV. Any creation by the Company of a pledge or mortgage on its chattel or real property as security for the loans of another company shall also comply with these Procedures.

Article 3: Endorsed/guaranteed parties

I. Companies that do business with the Company.
II. A company in which the Company directly or indirectly holds more than 50% of the voting shares.
III. A company that directly and indirectly holds more than 50% of the voting shares in the Company.
Companies in which the Company holds, directly or indirectly, 90% or
more of the voting shares may make endorsements/guarantees for each other, and the amount of endorsements/guarantees may not exceed 10% of the Company’s net worth, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.
70 -

Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs.

Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.

The “subsidiary” and “parent company” referred to herein shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Where the Company’s financial reports are prepared according to the International Financial Reporting Standards, “net worth” referred to herein means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 4: Limit of Endorsement/Guarantee

(I) The total amount of the endorsements/guarantees made by the Company for others shall not exceed 50% of the Company's net worth for the current period.
(II) The amount of endorsements/guarantees provided to a single enterprise shall not exceed 20% of the Company's net worth for the current period, provided that for a single overseas affiliate, it shall not exceed 30% of the net worth.
(III) For endorsements/guarantees made due to business dealings with the Company, in addition to said limits, the amount of individual endorsements/guarantees shall not exceed the total amount of transactions with the Company in the most recent year (the purchase or sales amount between the two parties, whichever is higher).
(IV) The total amount of the endorsements/guarantees made by the Company and its subsidiaries for others shall not exceed 50% of the Company's net worth for the current period.
71 -
(V) The amount of endorsements/guarantees provided by the Company and its subsidiaries to a single enterprise shall not exceed 20% of the Company's net worth for the current period.
(VI) If the total amount of endorsements/guarantees made by the Company and its subsidiaries for others reaches 50% or more of the Company’s net worth, an explanation of the necessity and reasonableness thereof shall be given at the shareholders’ meeting.

The net worth is based on that referred to in the latest financial statements audited and certified or reviewed by the external auditor.

Article 5: Decision-making and delegation of authority

Endorsements and guarantees made by the Company shall be subject to prior approval per resolution by the Board of Directors. However, to meet the need for timeliness, the Board of Directors may authorize the Chairman to make a decision within 30% of the net worth for the current period first, and then report the same to the next Board meeting for ratification.

However, material endorsements/guarantees shall be subject to prior approval of the Audit Committee, and then submitted to the Board of Directors for resolution.

Before making any endorsement/guarantee pursuant to Paragraph 2 of Article 3 herein, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the endorsement/guarantee to the Company's Board of Directors for a resolution, provided that this restriction shall not apply to endorsements/guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

When making endorsements/guarantees for others, the Company shall take into full consideration each independent director's opinions. Independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting.

Article 6: Procedures for making endorsements/guarantees

I. Where the endorsed/guaranteed party falls in the scope specified in Paragraph 1 and Paragraph 2, Article 3 herein, the following operating procedure shall apply:
(I) When the endorsed/guaranteed party applies with the Company for an endorsement/guarantee, it shall provide its profile and financial information, and send an official letter explaining the purpose of the endorsement/guarantee and the information on the amount and date of the endorsement/guarantee to the Finance
72 -

Department of the Company.

(II) The Finance Department shall examine whether the application documents are ready, and examine whether the qualifications and quota meet the requirements of these Procedures and whether there are any circumstances that meet the standards to be announced and reported, and evaluate their necessity and reasonableness, and shall also analyze the impact posed to the Company's operational risks, financial status and shareholders' equity, in order to evaluate the risk over endorsements/guarantees, and whether to obtain collateral and the appraised value of the collateral. Upon review and approval, the Financial Department shall specify the analysis and risk assessment results in the “request form” and then submit the form to Legal Department for evaluation and review.
(III) The paralegal shall review the information from the legal point of view, and enter their opinions into the processing unit section of the “request form.”
(IV) The Finance Department shall submit the “request form” to the Chairman for approval and the Board of Directors for discussion and approval. If the endorsement still falls within the prescribed limit, the Chairman shall grant his approval subject to the credit and financial status of the endorsed/guaranteed party, and then report it to the next Board meeting for ratification.
II. Where the endorsed/guaranteed party falls in the scope specified in Paragraph 3 and Paragraph 4, Article 3 herein, the following operating procedure shall apply:
(I) When the endorsed/guaranteed party that has business relationship with the Company applies with the Company for an endorsement/guarantee, it shall provide its profile and financial information, and send an official letter explaining the purpose of the endorsement and the information on the amount and date of the endorsement/guarantee to the Sales Department of the Company.
(II) The Sales Department shall, per the endorsed/guaranteed party’s application, examine whether the application documents are ready item by item and then specify the contents of the endorsement/guarantee and causes in the “request form” to be submitted to the Legal Department and Finance Department for
73 -

evaluation and review.

(III) The paralegal shall review the information from the legal point of view, conduct the credit investigation and then enter their opinions into the processing unit section of the “request form” to be submitted to the Finance Department for review.
(IV) The Finance Department shall, per the endorsed/guaranteed party’s application, examine whether the application documents are ready, and examine whether the qualifications and quota meet the requirements of these Procedures and whether there are any circumstances that meet the standards to be announced and reported, and evaluate their necessity and reasonableness, and shall also analyze the impact posed to the Company's operations, financial status and shareholders' equity, in order to evaluate the risk over endorsements/guarantees, and whether to obtain collateral and the appraised value of the collateral. Upon review and approval, the Financial Department shall specify the analysis and risk assessment results in the “request form” and then submit the form to the Board of Directors for discussion and approval. If the endorsement still falls within the prescribed limit, the Chairman shall grant his approval subject to the credit and financial status of the endorsed/guaranteed party, and then report it to the next Board meeting for ratification.
III. After the endorsement/guarantee is approved by the Board of Directors or the Chairman, the Finance Department shall fill in the “application for entry of seal” and the supporting documents approved by the Chairman or Board of Directors (e.g. the request form and Board meeting minute), in order to apply for entry of the seal with the Company’s seal custodian.
IV. If the guarantee is provided to a foreign company, the letter of guarantee issued by the Company shall be signed by a person authorized by the Board of Directors.
V. The Finance Department shall prepare the “Endorsement and Guarantee Register” to record the details of endorsements/guarantees, name of the endorsed/guaranteed company, amount of endorsement/guarantee, date of approval by the Board of Directors or decision by the Chairman, date of the endorsement/guarantee, matters to be evaluated carefully pursuant to this provision, risk assessment results, contents of acquired collateral and appraised value thereof, conditions for and date of termination of the liability of endorsements/guarantees for future reference. The relevant
74 -

notes and agreements shall also be photocopied for safekeeping.

VI. When the endorsed/guaranteed company makes repayment, it shall notify the Company of the details about the repayment, in order to discharge the Company from the liability of guarantee. Or, before the expiry of the endorsement/guarantee, the Finance Department shall voluntarily notify the endorsed/guaranteed company to have the deeds and documents related to the endorsement/guarantee made by the Company in place and deliver the guarantee notes issued by banks or creditors to the Company’s Finance Department for entry of the “Cancellation” stamp. If the originals shall be returned, the Finance Department shall keep a photocopy thereof for future reference, and record the cancelation of notes into the “Endorsement and Guarantee Register” to reduce the accumulated endorsement amount.
Article 7: Custody of Seals and Procedures
I. In order to make endorsements and guarantees, the Company shall use the official seal registered with the Ministry of Economic Affairs as the dedicated seal for endorsements and guarantees.
II. The custodian of the dedicated seal for endorsements/guarantees shall be approved by the Board of Directors. The same shall apply if the seal is changed.
III. The custodian of the seal may enter the seal or issue notes in accordance with the operating procedures set forth by the Company and upon the approval of the “application for entry of seal” and the supporting documents approved by the Chairman or Board of Directors (e.g. the request form and Board meeting minute).
IV. If the guarantee is provided by the Company to a foreign company, the letter of guarantee issued by the Company shall be signed by a person authorized by the Board of Directors.
Article 8: Instructions to applications for endorsements/guarantees:
I. The Company's internal auditors shall audit the Operational Procedures for Endorsements and Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violation found.
II. Where as a result of changes of condition the endorsed/guaranteed party no longer meets the requirements of these Procedures, or the amount of endorsement/guarantee exceeds the limit, the Finance Department shall adopt rectification plans and submit the rectification plans to all the
75 -

Audit Committee, and shall complete the rectification according to the timeframe set out in the plan.

III. Where the Company needs to exceed the limits set out in these Procedures to satisfy its business requirements, and where the conditions set out in these Procedures are met, it shall obtain approval from the Board of Directors and half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement/guarantee. It shall also amend these Procedures accordingly and submit the same to the shareholders' meeting for ratification after the fact. If the shareholders' meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.

Article 9: Time limit and contents of announcement and report

I. The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries by 10th day of each month.
II. When the balance of endorsements/guarantees made by the Company reaches one of the following levels, the Company hall enter such event to the MOPS within two days commencing immediately from the date of occurrence. The “date of occurrence” referred to herein means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the endorsed/guaranteed party and monetary amount of the loan of funds or endorsement/guarantee, whichever date is earlier.
(I) The aggregate balance of endorsements/guarantees by the Company and its subsidiaries reaches 50% or more of the Company's net worth as stated in its latest financial statement.
(II) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches 20% or more of the Company's net worth as stated in its latest financial statement.
(III) The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees
76 -

for, carrying value of equity method investment in, and balance of loans to, such enterprise reaches 30% or more of the Company's net worth as stated in its latest financial statement.

  - (IV) The amount of new endorsements/guarantees made by the Company or its subsidiaries reaches NT$30 million or more, and reaches 5% or more of the Company's net worth as stated in its latest financial statement.

III. The Company shall enter on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to enter to the MOPS pursuant to the subparagraph 4 of the preceding paragraph.
IV. The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in its financial reports and provide certified public accountants with relevant information for implementation of necessary audit procedures.
Article 10: Control Procedures for Endorsements/Guarantees to Subsidiaries
I. If any subsidiary of the Company wishes to make endorsement or provide guarantee for others, it shall also set forth its own operating procedure and follow the same procedure.
II. The subsidiary shall prepare a detailed statement of endorsements/guarantees made for others of the previous month before 5th day of each month (exclusive), and submit it to the Company for review.
III. The subsidiary’s internal auditors shall audit the Operational Procedures for Endorsements and Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Company’s internal audit unit in writing of any material violation found. The Company’s internal audit unit shall submit the written information to the Audit Committee.
IV. When the Company's internal auditors conduct an audit on any subsidiary according to the annual audit plan, they shall also understand the implementation of the subsidiary’s operating procedure for endorsements/guarantees. If they find any deficiencies, they shall continue to follow up the improvement thereof and prepare the followup report to be submitted, should be tracked continuously and a followup report should be prepared and submitted to the president.
77 -

Article 11: Penalties

If the Company's managerial officers and personnel in charge violate these Procedures, they shall be reported and evaluated in accordance with the Company's personnel management regulations, and punished subject to the severity of their violation.

Article 12:

For circumstances in which an entity for which the Company or any subsidiary of the Company makes any endorsement/guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, the Finance Department shall at least quarterly evaluate such entity’s operating risks and financial status and the appropriateness of continuing endorsements/guarantees, and shall provide related information to the Board of Directors.

In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the calculation of the paid-in capital, the sum of the share capital plus capital surplus in excess of par shall apply. Article 13: Implementation and Amendment

These Procedures shall be subject to approval by a majority of the Audit Committee members, submitted to the Board of Directors for resolution, and reported to a shareholders’ meeting for approval and implementation. The same shall apply where these Procedures are amended. If a director expresses dissent, which is kept on record or in a written statement, the Company shall submit the director's dissent information to the Audit Committee.

When these Procedures are submitted to the Board of Directors for discussion as per the preceding paragraph, the Board shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.

If approval of at least a majority of all members of the Audit Committee as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by two-thirds or more of all directors, and the Audit Committee’s resolution shall be recorded in the minutes of the Board meeting.

The terms “all members of the Audit Committee” and “all directors” referred to herein shall be counted as the actual number of persons currently holding those positions.

78 -

Appendix IV

RUN LONG CONSTRUCTION CO., LTD. Regulations for Election of Directors

Approved by the shareholders’ meeting held on August 16, 2021.

Article 1 Unless otherwise provided in laws, the election of directors of the Company shall be governed by the Rules.
Article 2 The election of directors of the Company shall be handled in accordance with the candidates’ nomination system stipulated in Article 192-1 of the Company Act.
Article 3 The election of directors of the Company adopts the cumulative voting method by a single name. Each share will have voting rights in a number equal to the directors to be elected and cast for a single candidate or split among multiple candidates.
The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, then distributed to the attending shareholders at the shareholders’ meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
The shareholders may exercise their voting power for the election of directors of the Company in writing or by way of electronic transmission; the method of exercise is set forth in the notice of shareholders' meeting.
Article 4 For the election of the director of the Company, the number of directors will be as specified in this Corporation’s articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

The number of voting rights is calculated by adding the number of votes cast by shareholders to the number of voting rights exercised by written or electronic means.

79 -
Article 5 Prior to the start of the election, the chairperson shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. However, the persons performing the duties of vote monitoring personnel shall have shareholder status.

The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 6 Voters shall indicate the name or account name at the “Candidate” column on the ballot. However, when the candidate is a governmental organization or corporate shareholder, the name of the governmental organization or corporate shareholder shall be indicated at the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or corporate shareholder and the name of its representative may be indicated. When there are multiple representatives, the names of each respective representative shall be indicated.
Article 7 A ballot is invalid under any of the following circumstances:
The ballot is not prepared by the convener.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The particulars of the candidate indicated on the ballot do not correspond to the Director candidate list.
Other words or marks are written in addition to the candidate’s name or account name.
Two or more candidate names are indicated on the ballot.
Article 8 The voting rights shall be calculated on-site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair chairman or the emcee on the spot.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, any action instituted by a shareholder pursuant to Article 189 of the Company Act shall be preserved until the conclusion of the action.
Article 9 Matters not provided in these Regulations shall be handled in accordance with the relevant provisions of the Company Act, the Company’s Articles of Incorporation and applicable laws and regulations.
Article 10 These Regulations, and amendments hereto, shall be implemented from the date the Shareholders' Meeting adopts it.
80 -

Appendix V

RUN LONG CONSTRUCTION CO., LTD. Shareholdings of Directors

I. The Company's paid-in capital was NT$4,510,261,330 with 452,026,133 shares issued.
II. According to Article 26 of the Securities and Exchange Act, the minimum number of shares required to be held by all directors is 16,000,000 shares.
III. As of the closing date of the shareholders’ meeting (April 15, 2024), the number of shares held by the directors is as follows. It has met the criteria for the number of shares required by Article 26 of the Securities and Exchange Act:

Job Title	Name	Number of shares held in the shareholder register on the date of suspension of share transfer	Holding shares ratio
Chairperson	Kauang Yang Investment Co., Ltd. Representative: Chiu, Ping-Tse	28,759,103	6.37%
Director	Da-Li Investment Co., Ltd Representative: Lin,Wei-Chum	17,663,965	3.92%
Director	Kauang Yang Investment Co., Ltd. Representative: Cheng, Chiao-Wen	28,759,103	6.37%
Director	Kauang Yang Investment Co., Ltd. Representative: Chen, Kuo-Yen	28,759,103	6.37%
Independent Director	Yen, Yun-Chi	0	0%
Independent Director	Li, Wen-Cheng	0	0%
Independent Director	Chen, Yung-Chang	0	0%
Total shareholding of all directors		46,423,068	10.29%

81 -

This meeting handbook is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

82 -

AI assistant

RUN LONG — AGM Information 2024

51927_rns_2024-06-18_dadf1d0f-1a12-4463-b39b-e638ac259ad9.pdf

2024 Annual Shareholders’ Meeting Meeting Handbook

Table of Contents

RUN LONG CONSTRUCTION CO., LTD. 2024 Annual Shareholders’ Meeting Agenda

Report Matters

RUN LONG CONSTRUCTION CO., LTD. Business Report

Dear Shareholders,

3. Analysis of financial income and expense and profitability:

4. Status of research and development:

Item II

Item III

Item IV

Item V

Acknowledged Matters

RUN LONG CONSTRUCTION CO., LTD. The 2023 earnings distribution table

Matters for Discussion

Election Matters

Election Results:

Other Proposals

Extemporary Motions

Adjournment

Attachment I

Issuance of Corporate Bonds

Attachment II

CPAs’ Audit Report

KPMG

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter

Auditing procedures performed

2. Inventory valuation

Description of key audit matter

Auditing procedures performed

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) RUN LONG CONSTRUCTION CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT’D)

Attachment III

CPAs’ Audit Report

KPMG

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Description of key audit matter

Auditing procedures performed

Description of key audit matter

Auditing procedures performed

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

Auditors’ Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

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

RUN LONG CONSTRUCTION CO., LTD.

Balance Sheets

December 31, 2023 and 2022

RUN LONG CONSTRUCTION CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

RUN LONG CONSTRUCTION CO., LTD.

Statements of Changes in Equity

RUN LONG AGM Information 2024